Annual General Meeting of Sandvik Aktiebolag
The shareholders in Sandvik Aktiebolag are convened to the Annual General Meeting to be held on Tuesday, April 28, 2026, at 4:00 p.m. at the Ferrum Arena, Arenavägen 1, Sandviken, Sweden.
Registration will begin at 2:30 p.m. At around 3:15 p.m. a pre-program will start, focusing on eNimon from Sandvik, the world's first electric car produced without metals and minerals from mining, which is a campaign highlighting the importance of mining for the electrification of our future. The award of the Wilhelm Haglund medal and the Sandvik Sustainability Award in Memory of Sigrid Göransson will take place at around 3:30 p.m. Coffee and tea will be served.
Right to participate and notice
There are two ways for shareholders to participate in the Meeting: (i) attending the Meeting in person or by proxy, or (ii) participating by postal voting. In either case, if the shares are registered in the name of a nominee, they must be temporarily re-registered in the name of the shareholder (as further described below).
Participation in person or by proxy
Shareholders who wish to attend the Meeting in person or by proxy must:
– be recorded as shareholder in the share register maintained by Euroclear Sweden AB on Monday, April 20, 2026, and
– give notice of their intention to participate in the Meeting, not later than Wednesday, April 22, 2026, according to the instructions below.
Notice of participation in the Meeting shall be made on the Company’s website home.sandvik, by e-mail to info@computershare.se, by telephone +46 (0)26-26 09 40 weekdays 9:00 a.m.–4:00 p.m. or by letter to Computershare AB, “Sandvik’s AGM”, Box 149, SE-182 12 Danderyd, Sweden. When giving notice of participation, please state name, personal or corporate registration number, address and telephone number and the number of assistants (maximum two), if any.
Shareholders represented by proxy shall issue a written and dated proxy to the representative. Proxy forms are available on the Company’s website. A proxy issued by a legal entity must be accompanied by a registration certificate or other authorization document. To facilitate registration at the Meeting, the proxy as well as the registration certificate or other authorization document should be received by the Company at the above address not later than Wednesday, April 22, 2026.
Postal voting
The Board of Directors has decided that shareholders should be able to exercise their voting rights by postal voting. Shareholders who wish to participate in the Meeting by postal voting must:
– be recorded as shareholder in the share register maintained by Euroclear Sweden AB on Monday, April 20, 2026, and
– give notice of their intention to participate in the Meeting by submitting their postal votes, not later than Wednesday, April 22, 2026, according to the instructions below.
A special form must be used for the postal vote. The form for postal voting is available on the Company’s website home.sandvik. The completed and signed form for postal voting shall be sent by e-mail to info@computershare.se or by post to Computershare AB, ”Sandvik’s AGM”, Box 149, SE-182 12 Danderyd, Sweden. Completed forms must be received by Computershare not later than Wednesday, April 22, 2026. Shareholders may also cast their votes electronically through verification with BankID via the Company’s website home.sandvik. Such electronic votes must also be submitted not later than Wednesday, April 22, 2026.
The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
If a shareholder submits its postal vote through a representative, a written and dated proxy signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the Company’s website. A proxy issued by a legal entity must be accompanied by a registration certificate or other authorization document.
Shareholders who wish to attend the Meeting in person or by proxy must give notice to the Company in accordance with the instructions under “Participation in person or by proxy” above. This means that a notice of participation by postal voting only is not enough for a shareholder who wants to attend the Meeting in person or by proxy.
Shares registered in the name of a nominee
Shareholders whose shares are registered in the name of a nominee must, to be entitled to participate in the Meeting (including via postal voting), temporarily have re-registered the shares in their own name so that the shareholder is registered in the share register as of Monday, April 20, 2026. Please note that this procedure also applies with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts. Request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that has been made by the nominee not later than Wednesday, April 22, 2026, will be taken into account in the preparation of the share register.
Agenda
- Opening of the Meeting.
- Election of Chairman of the Meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to verify the minutes.
- Approval of the agenda.
- Examination of whether the Meeting has been duly convened.
- Presentation of the Annual Report and the Auditor’s Report, the Group Accounts and the Auditor’s Report for the Group, and the Assurance Report in respect of the Group Sustainability Statement.
- Speech by the President and CEO.
- Resolution in respect of adoption of the Profit and Loss Account, Balance Sheet, Consolidated Profit and Loss Account and Consolidated Balance Sheet.
- Resolution in respect of discharge from liability of the Board members and the President for the period to which the accounts relate.
- Resolution in respect of allocation of the Company’s result in accordance with the adopted Balance Sheet and resolution on record day.
- Determination of the number of Board members and Auditors.
- Determination of fees to the Board of Directors and Auditor.
- Election of Board members:
14.1 Claes Boustedt
14.2 Marika Fredriksson
14.3 Johan Molin
14.4 Andreas Nordbrandt
14.5 Susanna Schneeberger
14.6 Helena Stjernholm
14.7 Stefan Widing
14.8 Kai Wärn
- Election of Chairman of the Board.
- Election of Auditor.
- Presentation and approval of the Board’s remuneration report.
- Resolution on guidelines for the remuneration of senior executives
- Resolution on a long-term incentive program (LTI 2026).
- Authorization on acquisition of the Company’s own shares.
- Closing of the Meeting.
Proposals for resolutions
Item 2 – Election of Chairman of the Meeting
The Nomination Committee consists of its Chairman Fredrik Lundberg (AB Industrivärden), Oscar Bergman (Swedbank Robur Funds), Lars Pettersson (Lundbergs), Daniel Kristiansson (Alecta) and Johan Molin (Sandvik’s Chairman of the Board).
The Nomination Committee proposes attorney Patrik Marcelius as Chairman of the Meeting.
Item 3 – Preparation and approval of the voting list
The voting list proposed for approval is the voting list drawn up by Computershare on behalf of the Company, based on the Annual General Meeting’s share register, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Item 11 – Dividend and record day
The Board of Directors proposes that the Annual General Meeting resolve on a dividend of SEK 6.00 per share. Thursday, April 30, 2026 is proposed as the record day. If the Meeting approves these proposals, it is estimated that the dividend be paid by Euroclear Sweden AB on Wednesday, May 6, 2026.
Item 12 – Determination of the number of Board members and Auditors
The Nomination Committee proposes eight Board members and one registered public accounting firm as Auditor.
Item 13 – Determination of fees to the Board of Directors and Auditor
The Nomination Committee proposes fees to the Board of Directors as follows:
– Chairman of the Board of Directors: SEK 3,280,000 (3,125,000)
– Other Board members not employed by the Company: SEK 870,000 (830,000) each
– Chairman of the Audit Committee: SEK 385,000 (370,000)
– Other members of the Audit Committee: SEK 218,000 (210,000) each
– Chairman of the Remuneration Committee: SEK 181,000 (175,000)
– Other members of the Remuneration Committee: SEK 142,000 (138,000) each
– Chairman of the Acquisitions and Divestitures Committee: SEK 245,000 (237,000)
– Other members of the Acquisitions and Divestitures Committee: SEK 181,000 (175,000) each
Fees to the Auditor shall be paid in accordance with approved invoices.
Item 14 – Election of Board members
The Nomination Committee proposes the election of the following persons as Board members:
14.1 Claes Boustedt (re-election)
14.2 Marika Fredriksson (re-election)
14.3 Johan Molin (re-election)
14.4 Andreas Nordbrandt (re-election)
14.5 Susanna Schneeberger (re-election)
14.6 Helena Stjernholm (re-election)
14.7 Stefan Widing (re-election)
14.8 Kai Wärn (re-election)
Item 15 – Election of Chairman of the Board
The Nomination Committee proposes the re-election of Johan Molin as Chairman of the Board of Directors.
Item 16 – Election of Auditor
The Nomination Committee proposes, pursuant to the recommendation of the Audit Committee, the re-election of Öhrlings PricewaterhouseCoopers AB as Auditor for the period until the end of the 2027 Annual General Meeting.
Item 18 – Resolution on guidelines for the remuneration of senior executives
The Board of Directors proposes that the Annual General Meeting resolve to adopt the following guidelines for the remuneration of senior executives. Compared to the guidelines adopted by the Annual General Meeting in 2024, the only material amendment to these guidelines concerns the objectives for variable cash remuneration, where a possibility has been added for business area Presidents to be measured solely on business area level objectives and not only on both Group and business area level objectives.
Scope of the guidelines
These guidelines encompass the Sandvik AB President & CEO (the “President”) and other members of the Group Executive Management. The guidelines do not apply to any remuneration decided on or approved by the General Meeting.
The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
A prerequisite for the successful implementation of the Company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company can recruit and retain qualified personnel. To this end, it is necessary that the Company is able to offer competitive remuneration. These guidelines enable the Company to offer senior executives competitive total remuneration. For more information regarding the Company’s business and sustainability strategy, see the Company’s website home.sandvik.
Types of remuneration
The total remuneration package should be based on market terms, be competitive and reflect the individual’s performance and responsibilities as well as the Group’s earnings trend. The remuneration may consist of fixed salary, variable remuneration, pension benefits and other benefits.
Fixed salary
The purpose of the fixed salary is to attract and retain senior executives with the right competence for the respective positions. The salary level should be determined by comparing the salary to similarly complex positions within a defined peer group.
Variable remuneration
Variable share related remuneration
The Company may offer long-term share related or share price related remuneration. Such programs are adopted by the General Meeting and are therefore not covered by these guidelines. There are currently ongoing long-term share related incentive programs for senior executives and key employees in the Group. For more information on these programs, see the Company’s website home.sandvik.
Variable cash remuneration
The Company may offer short or long-term variable cash remuneration. The fulfillment of objectives for awarding such remuneration shall be measured over a period of one to three years. Such remuneration may amount to not more than 75 percent of the fixed annual salary per year.
Variable cash remuneration shall be conditional upon the fulfillment of defined and measurable criteria. These criteria shall aim at promoting the Company’s business strategy and performance as well as its long-term interests, including its sustainability. At the beginning of each year the Board of Directors and the Remuneration Committee shall establish the criteria, including objectives and the target ranges, deemed relevant for the upcoming measurement period. The criteria may be financial, with at least three objectives, and non-financial, and shall always be related to business performance. At least 80 percent of the variable cash remuneration shall be linked to the financial criteria. The President and Group function heads shall be measured on Group level objectives, and business area Presidents shall be measured either solely on business area level objectives or on both business area level and Group level objectives. The established objectives shall be presented on the Company’s website home.sandvik.
The extent to which the criteria for awarding variable cash remuneration have been fulfilled shall be determined when the measurement period has ended and will be published in the Remuneration Report the following year. For financial criteria, the evaluation shall be based on the latest financial information made public by the Company.
Special arrangements
In specific cases, the Company may offer one-off remuneration provided that such remuneration is only made on an individual basis, for the purpose of recruiting or retaining senior executives, does not exceed an amount corresponding to 100 percent of the individual’s fixed annual salary and maximum variable cash remuneration and is not paid more than once per year and individual.
Right to withhold or reclaim remuneration
Terms and conditions for variable remuneration shall be designed so that the Board of Directors (i) has the right to limit or refrain from payment of variable remuneration if exceptional economic circumstances prevail and such a measure is considered reasonable, and (ii) has the right to withhold or reclaim variable remuneration paid to an executive based on results that afterwards were found to have been misstated because of wrongdoing or malpractice (so called malus and claw back).
Pension benefits
For the President, the pension benefit shall be defined contribution and the pension premiums shall amount to not more than 37.5 percent of the fixed annual salary. For the other senior executives, pension benefits shall be defined contribution and amount to not more than 35 percent of the fixed annual salary.
Other benefits
Other benefits may include, for example, life insurance, medical insurance and company car benefit. Such benefits may amount to not more than 5 percent of the fixed annual salary. For senior executives in need of double accommodation, paid accommodation, etc. may be added in line with Sandvik regulations and such benefits may amount to not more than 20 percent of the fixed annual salary.
Termination of employment
Severance pay may be paid when employment is terminated by Sandvik. The President and the other senior executives may have a period of notice of not more than 12 months, in combination with severance pay corresponding to 6–12 months fixed salary. When employment is terminated by the senior executive, the notice period may not exceed six months and no severance pay shall be paid.
In case a senior executive is not entitled to severance pay, but is covered by a non-compete undertaking, the senior executive may instead be compensated for such a non-compete undertaking. Any remuneration paid as compensation for a non-compete undertaking shall not exceed 60 percent of the fixed salary at the time of notice of termination of the employment and shall not be paid for a longer period than 18 months. Fixed salary during the notice period together with any compensation for the non-compete undertaking shall not exceed an amount equivalent to the senior executive’s fixed salary for 24 months.
Consideration of remuneration to the Company’s employees
When preparing the proposal for these guidelines, the employment conditions applied within the Company as a whole have been used as a benchmark, following the principle that the remuneration packages of all Sandvik employees should be based on the complexity of the position, performance and market practice. In general, the same combination of remuneration components such as fixed salary, variable remuneration, pension and other benefits are offered within Sandvik.
The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a Remuneration Committee. The Committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for senior executive remuneration. The Board of Directors shall prepare a proposal for guidelines at least every fourth year and submit it to the General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for senior executive remuneration as well as the current remuneration structures and compensation levels in the Company. The members of the Remuneration Committee are independent of the Company and its executive management. The President and the other senior executives do not participate in the Board of Directors’ processing of and resolutions regarding remuneration related matters to the extent that they are affected by such matters.
Decisions on remuneration to the President are taken by the Board of Directors, based on proposals from the Remuneration Committee, and decisions on remuneration to the other senior executives are taken by the Remuneration Committee.
Adjustments to local rules
Remuneration for employment subject to rules other than Swedish may be duly adjusted to comply with mandatory rules or established local practice, taking into account, to the greatest extent possible, the overall purpose of these guidelines.
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration related matters. This includes any resolutions to derogate from the guidelines.
_________________________
For information concerning the current remuneration of senior executives, including ongoing long-term incentive programs, refer to note G4 in the Company’s 2025 Annual Report and the Company’s website.
Item 19 – Resolution on a long-term incentive program (LTI 2026)
Background
Since 2014 Sandvik’s Annual General Meeting has annually resolved on long-term incentive programs for senior executives and key contributors, in the form of performance share programs requiring investment by all participants. The Board of Directors considers that these programs fulfill their purpose of aligning the interests of the participants and the shareholders, strengthening the Sandvik Group’s ability to attract, retain and motivate qualified employees and strengthening Sandvik’s focus and objective to meet its long-term business goals. Accordingly, the Board of Directors proposes that the Annual General Meeting resolve on a long-term incentive program for senior executives and key contributors for 2026 (“LTI 2026”) on the below terms and conditions.
General
LTI 2026 encompasses approximately 350 senior executives and key contributors in the Sandvik Group. The maximum number of Sandvik shares that can be allocated pursuant to LTI 2026 is 1.9 million shares, which corresponds to approximately 0.15 percent of the number of outstanding shares in Sandvik.
To participate in LTI 2026 the employee is required to invest in Sandvik shares, either by acquiring Sandvik shares at market price or allocating available Sandvik shares from previous programs, no later than June 30, 2026 (“Investment Shares”). If the employee cannot invest before this date due to being entered into an insider log kept by Sandvik, the investment must be made as soon as the employee is no longer restricted from investing. The employee may within the scope of LTI 2026 invest an amount corresponding to not less than five (5) percent and not more than ten (10) percent of the employee’s fixed annual salary before tax at the time of the investment.
Provided such investment in Investment Shares is made, participants of LTI 2026 will be entitled to allotment of Sandvik shares, free of charge, after a period of three years on the terms and conditions set forth below.
Performance Shares
Each Investment Share entitles participants to be allotted Sandvik shares provided certain performance targets are met (“Performance Shares”). The maximum number of Performance Shares that may be allotted for each Investment Share depends on the Participant’s program category as follows:
– 8 for the President,
– 7 for each additional member of the Group Executive Management,
– 6 for each senior manager (approximately 60 persons), and
– 5 for each key contributor (approximately 280 persons).
Each member of the Group Executive Management shall nominate the persons that are to be offered participation in LTI 2026 and that are to be classified as senior manager and key contributor, respectively, based on position, qualification and individual performance. All nominations are to be approved by the President and CEO.
The number of Performance Shares that will finally be allotted to the participant for each Investment Share is dependent on the development of the Sandvik Group adjusted Earnings Per Share (“EPS”), excluding amortizations and other accounting effects arising from business combinations, during the financial year 2026 (“EPS 2026”), compared to adjusted EPS, excluding amortizations and other accounting effects arising from business combinations, for the financial year 2025 (“EPS 2025”). The Board of Directors establishes the levels regarding adjusted EPS that must be attained for allotment of a certain number of Performance Shares. Allotment will take place as follows:
– One Performance Share will be allotted for each Investment Share if EPS 2026 exceeds EPS 2025.
– For any remaining Performance Shares to be allotted EPS 2026 growth must exceed 5 percent in relation to EPS 2025. The EPS growth required for the maximum number of Performance Shares to be allotted for each Investment Share is established by the Board of Directors.
The level required for maximum allotment and the extent to which the established levels are attained will be disclosed in the 2026 Annual Report and Remuneration Report, respectively.
Prerequisites for allotment
The allotment of Performance Shares requires continuous employment and that all Investment Shares be held during a period of three years from the investment in the Investment Shares (“Vesting Period”). The Chairman of the Board of Directors may in special cases grant exemptions from these requirements for individual participants, whereas the Board of Directors may decide on any such exemption concerning groups of participants. If the prerequisites for allotment set forth for LTI 2026 are met, allotment of Performance Shares will take place during 2029, and no later than June 30, 2029. The allotment will take place free of charge, subject to tax.
Adjustment of the number of Performance Shares etc.
Before the allotment of Performance Shares takes place, the Board of Directors shall consider whether the number of Performance Shares is reasonable considering the financial results and position of Sandvik, the impact of larger acquisitions, divestments and other significant capital transactions, stock market conditions and other circumstances. If the Board of Directors deems that this is not the case, the Board of Directors shall reduce the number of Performance Shares to the lower number the Board of Directors finds appropriate or decide that no allotment should take place.
In the event of a bonus issue, split, rights issue and/or other similar events in Sandvik, the Board of Directors shall be entitled to decide on the recalculation of the terms of LTI 2026.
An alternative cash-based incentive solution may be implemented for participants in countries where the investment in Investment Shares or allotment of Performance Shares is not appropriate, or if such solution is otherwise considered appropriate. Such alternative incentive solution shall to the extent it is practically possible be designed to correspond to the terms of LTI 2026. The President and CEO shall be authorized to decide which persons that should be offered participation in the cash-based incentive solution.
The Board of Directors, or a committee appointed by the Board of Directors for this purpose, shall be responsible for the detailed design and administration of LTI 2026 based on the main terms set forth herein.
The right to be allotted Performance Shares cannot be transferred and does not give the participant a right to compensation for dividend distributed during the Vesting Period with respect to the underlying shares.
Costs of LTI 2026 and hedging arrangements
The number of Sandvik shares that will be needed for LTI 2026, as well as the program costs, will depend on the Sandvik share price at the time of investment and the participation rate. Based on full participation rate and a share price of SEK 320, the total cost of LTI 2026 is estimated at up to SEK 411 million. The costs have been calculated as the sum of personnel costs, including social security costs of SEK 68 million, and administration costs of approximately SEK 2 million for the program. Based on full participation rate and a share price of SEK 400, the total cost is estimated at up to SEK 416 million, of which SEK 69 million constitutes social security costs and approximately SEK 2 million constitutes administration costs. The costs for LTI 2026 will be allocated over the years 2026–2028.
Sandvik intends to secure its commitment to deliver Sandvik shares under LTI 2026 through a share swap agreement with a third party. The interest cost for such a share swap is estimated at approximately SEK 1.6 million per year based on the current interest levels, regardless of whether the calculation is based on a share price of SEK 320 or SEK 400. Against this cost, however, stands the value of possible dividends.
Preparation of the proposal
The proposal has been prepared by the Board’s Remuneration Committee and has been discussed and resolved on by the Board of Directors. The President has not taken part in the Board of Directors’ discussion and resolution with respect to the proposal.
Majority requirement
The resolution regarding LTI 2026 requires a majority of more than half of the votes cast at the Meeting.
Other
For a description of other long-term incentive programs within Sandvik reference is made to note G4 in Sandvik’s 2025 Annual Report and to the Company’s website.
Item 20 – Authorization of the Board of Directors to resolve on acquisition of the Company’s own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to, for the period until the 2027 Annual General Meeting, resolve on acquisitions of the Company’s own shares in accordance with the following conditions.
– Acquisitions shall take place on Nasdaq Stockholm and pursuant to Nasdaq Stockholm’s Nordic Main Market Rulebook for Issuers of Shares.
– Acquisitions shall be made in compliance with the pricing restrictions set out in Nasdaq Stockholm’s Nordic Main Market Rulebook for Issuers of Shares which provides that acquisitions of shares may not be made at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out. Purchases may not be made at a lower price than the lowest price at which an independent purchase may be made.
– The Company may acquire a maximum number of shares so that the Company’s holding at any time does not exceed 10 per cent of the total number of shares in the Company.
– The authorization may be utilized on one or several occasions up to the 2027 Annual General Meeting.
The purpose of the authorization is to enable the Board of Directors to continuously adapt the Company’s capital structure and thereby contribute to increased shareholder value.
In order for the resolution on authorization to be valid, it must be supported by shareholders representing at least two thirds of the votes cast as well as the shares represented at the Annual General Meeting.
Information at the Annual General Meeting
The Board of Directors and the President shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, and circumstances that can affect the assessment of the Company’s or its subsidiaries’ financial situation, or the Company’s relation to other group companies.
Documentation
The Nomination Committee’s proposals under items 2 and 12–16, the Board of Directors’ proposals under items 11 and 18–20 are included in their entirety in this notice. The Nomination Committee’s statement and the presentation of the proposed Board members are available on the Company’s website home.sandvik. Accounting documents, the Board of Directors’ remuneration report, the Auditor’s Report, the Assurance Report in respect of the Sustainability Statement and the Auditor’s statement regarding the application of the guidelines for remuneration, as well as the Board of Directors’ statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act are available at Sandvik AB, Kungsbron 1, section G, floor 5, Stockholm, Sweden, as well as on the Company’s website. Copies of the documents will be sent without charge to those shareholders who so request and provide their address to the Company.
Shares and votes
The total number of shares and votes in the Company is 1,254,385,923.
Processing of personal data
Sandvik Aktiebolag, reg. no. 556000-3468, is the controller of the processing of personal data performed by the Company or its service providers in connection with the Meeting. For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have questions regarding our processing of your personal data, you can contact us by e-mail at privacy@sandvik.com.
Stockholm, March 2026
SANDVIK AKTIEBOLAG (PUBL)
The Board of Directors
For further information, contact Louise Tjeder, VP Investor relations, phone: +46 (0) 70782 6374 or Johannes Hellström, Press and Media Relations Manager, phone: +46 (0) 70721 1008
Annual General Meeting of Sandvik Aktiebolag (PDF)