Annual General Meeting of Sandvik Aktiebolag

RIGHT TO PARTICIPATE AND NOTICE

Shareholders who wish to participate in the Meeting must be recorded in the share register maintained by Euroclear Sweden AB on Friday, 21 April 2017 and notify the company of their participation in the Meeting not later than Friday, 21 April 2017.

Notice of participation in the Meeting shall be made on the Company’s website home.sandvik, 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 610, SE-182 16 Danderyd, Sweden.

Shareholders whose shares are registered in the name of a nominee must temporarily have re-registered the shares in their own name at Euroclear Sweden AB on Friday, 21 April 2017 to be entitled to participate in the Meeting. Please note that this procedure also applies with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts.

When giving notice, please state name, personal or corporate registration number, address and telephone number and the number of assistants, if any. If participation is by proxy, the proxy should be submitted to the address stated above in advance of the Meeting. Proxy forms are available on the Company’s website home.sandvik.

Agenda

1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons to verify the minutes.
5. Approval of the agenda.
6. Examination of whether the Meeting has been duly convened.
7. Presentation of the Annual Report, Auditor’s Report and the Group Accounts and Auditor’s Report for the Group.
8. Speech by the President.
9. Resolution in respect of adoption of the Profit and Loss Account, Balance Sheet, Consolidated Profit and Loss Account and Consolidated Balance Sheet.
10. Resolution in respect of discharge from liability of the Board members and the President for the period to which the accounts relate.
11. Resolution in respect of allocation of the Company’s result in accordance with the adopted Balance Sheet and resolution on record day.
12. Determination of the number of Board members, Deputy Board members and Auditors.
13. Determination of fees to the Board of Directors and Auditor.
14. Election of Board members:
    14.1 Marika Fredriksson
    14.2 Jennifer Allerton
    14.3 Claes Boustedt
    14.4 Johan Karlström
    14.5 Johan Molin
    14.6 Björn Rosengren
    14.7 Helena Stjernholm
    14.8 Lars Westerberg
15. Election of Chairman of the Board.
16. Election of Auditor.
17. Resolution on guidelines for the remuneration of senior executives.
18. Resolution on a long-term incentive program (LTI 2017).
19. Closing of the Meeting.

PROPOSALS FOR RESOLUTIONS

Item 11 – Dividend and record day

The Board of Directors proposes that the Annual General Meeting resolve on a dividend of SEK 2.75 per share. Tuesday, 2 May 2017 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 Friday, 5 May 2017.

The Nomination Committee's proposals

The Nomination Committee consists of its Chairman Fredrik Lundberg (AB Industrivärden), Kaj Thorén (Alecta), Pär Boman (Handelsbanken Pension), Marianne Nilsson (Swedbank Robur Funds) and Johan Molin (Sandvik’s Chairman of the Board).

The Nomination Committee proposes that the Annual General Meeting resolve on the following:

Item 2 – Attorney Sven Unger as Chairman of the Meeting.

Item 12 – Eight Board members with no deputies and a registered public accounting firm as Auditor.

Item 13 – Fees to the Board of Directors:

• Chairman of the Board of Directors: SEK 2,200,000 (2,000,000)
• Other Board members not employed by the Company: SEK 630,000 (600,000) each
• Chairman of the Audit Committee: SEK 275,000 (225,000)
• Other members of the Audit Committee: SEK 150,000 (150,000) each
• Chairman of the Remuneration Committee: SEK 125,000 (125,000)
• Other members of the Remuneration Committee: SEK 100,000 (100,000) each

Fees to the Auditor shall be paid in accordance with approved invoices.

Item 14 – Election of the following persons as Board members:

14.1 Marika Fredriksson (new)
14.2 Jennifer Allerton (re-election)
14.3 Claes Boustedt (re-election)
14.4 Johan Karlström (re-election)
14.5 Johan Molin (re-election)
14.6 Björn Rosengren (re-election)
14.7 Helena Stjernholm (re-election)
14.8 Lars Westerberg (re-election)

Jürgen M Geissinger has informed that he is not available for re-election.

Marika Fredriksson, born 1963, Master of Business Administration, is CFO & Group Executive Vice President of Vestas Wind Systems A/S since 2013. She was previously CFO of Gambro AB, CFO of Autoliv Inc. and has held several senior positions within the Volvo Group. She is a Board member in ÅF AB and SSAB AB.

Item 15 – Re-election of Johan Molin as Chairman of the Board of Directors.

Item 16 – Pursuant to the recommendation of the Audit Committee, re-election of KPMG AB as Auditor for the period until the end of the 2018 Annual General Meeting.

Item 17 – Proposal by the Board of Directors for a 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 for the period extending until the 2018 Annual General Meeting, which guidelines correspond essentially to those adopted by the 2016 Annual General Meeting.

The remuneration of the Group Executive Management is to comprise fixed salary, variable salary, pension and other benefits. 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 variable salary may comprise short-term incentives in cash and long-term incentives in cash, shares and /or share-based instruments in Sandvik AB. Variable salary in cash is conditional upon the fulfillment of defined and measurable goals and should be maximized in relation to the fixed salary. Long-term incentives in the form of shares and /or share-based instruments in Sandvik AB may be provided through participation in long-term incentive programs approved by the General Meeting. Terms and conditions for variable salary should be designed so that the Board of Directors, if exceptional economic circumstances prevail, has the option of limiting or refraining from payment of variable salary if such a measure is considered reasonable.

In specific cases, agreements may be reached regarding one-off remuneration amounts provided that such remuneration does not exceed an amount corresponding to the individual’s annual fixed salary and maximum variable salary in cash, and is not paid more than once per year and individual.

Pension benefits should be defined contribution.

Normally, severance pay is paid when employment is terminated by Sandvik. Members of the Group Executive Management generally have a period of notice of not more than 12 months, in combination with severance pay corresponding to 6–12 months fixed salary. An alternative solution may be applied to the President comprising a period of notice of 24 months and no severance pay. No severance pay will be paid when employment is terminated by the employee.

The Board of Directors is to have the right to depart from the guidelines resolved on by the Annual General Meeting if, in an individual case, there are special reasons for this.

The sphere of senior executives encompassed by the guidelines comprises the President and other members of the Group Executive Management.

For information concerning the current remuneration of senior executives, including ongoing long-term incentive programs, refer to note 3.5 in the Company’s 2016 Annual Report and the company’s website.

Item 18 – Proposal by the Board of Directors for a resolution on a long-term incentive program (LTI 2017)

Background

Since 2014 Sandvik’s Annual General Meeting has annually resolved on long-term incentive programs for senior executives and key employees, 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 employees for 2017 (“LTI 2017”), on substantially the same terms and conditions as the previous three long-term incentive programs.

General

LTI 2017 encompasses approximately 350 senior executives and key employees in the Sandvik Group, divided into four categories. The maximum number of Sandvik shares that can be allocated pursuant to LTI 2017 is 3,500,000 shares, which corresponds to approximately 0.28 percent of the number of outstanding shares in Sandvik.

In order to participate in LTI 2017 the employee is required to invest in Sandvik shares at market price no later than 12 June 2017 (“Investment Shares”). In the event that the employee is not able to invest before this date due to being entered in an insider list (logbook) kept by Sandvik, the Board shall be entitled to postpone the date of investment for such employee. The employee may within the scope of LTI 2017 invest up to an amount corresponding to 10 percent of the employee’s fixed annual salary before tax at the time of the investment.

Provided such acquisition of Investment Shares is made, participants of LTI 2017 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.

Matching Shares

Each acquired Investment Share entitles participants, in all four categories, to be allotted one Sandvik share (“Matching Share”).

Performance Shares

Each acquired Investment Share entitles participants to be allotted, in addition to Matching Shares, further Sandvik shares provided certain performance targets are met (“Performance Shares”). The maximum number of Performance Shares that may be allotted for each acquired Investment Share is:

• 7 for the President,
• 6 for each additional member of the Group Executive Management (currently 7 persons),
• 5 for each senior manager (approximately 60 persons), and
• 4 for each key contributor (approximately 283 persons).

Each member of the Group Executive Management shall nominate the persons that are to be offered participation in LTI 2017 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.

The number of Performance Shares that will finally be allotted to the participant for each acquired Investment Share is dependent on the development of the Sandvik Group adjusted Earnings Per Share (“EPS”) during the financial year 2017, compared to adjusted EPS for the financial year 2016. The Board of Directors establishes the levels regarding adjusted EPS that must be attained for allotment of a certain number of Performance Shares. In order for any Performance Shares to be allotted adjusted EPS growth for the financial year 2017 must exceed 5 percent in relation to adjusted EPS for the financial year 2016. The established levels and the extent to which they are attained will be disclosed in the 2017 Annual Report.

Prerequisites for allotment

The allotment of Matching and Performance Shares, respectively, requires continuous employment and that all Investment Shares be held during a period of three years from the acquisition of the Investment Shares (“Vesting Period”). The Chairman of the Board of Directors may in special cases grant exemptions from the requirement to hold the Investment Shares during the whole Vesting Period.

The right to be allotted Matching Shares presupposes that the 2018 Annual General Meeting decides on dividends for the financial year 2017. Whether or not dividends are decided on does not impact a participant’s right to be allotted Performance Shares.

If the prerequisites for allotment set forth for LTI 2017 are met, allotment of Matching and Performance Shares, respectively, will take place during 2020, and no later than 30 June 2020. The allotment will take place free of charge, subject to tax.

Adjustment of the number of Performance Shares and/or Matching Shares etc.

Before the allotment of Performance Shares takes place, the Board of Directors shall consider whether the number of Performance Shares is reasonable taking into account 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 2017.

The Board of Directors may decide on the implementation of an alternative cash based incentive solution for participants in countries where the acquisition of Investment Shares or allotment of Matching and Performance Shares, respectively, is not appropriate, or if such solution is otherwise considered appropriate. Such alternative incentive solution shall to the extent practically possible be designed to correspond to the terms of LTI 2017.

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 2017 based on the main terms set forth herein.

The right to be allotted Matching and Performance Shares, respectively, 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 2017 and hedging arrangements

The total cost of LTI 2017 is estimated up to SEK 318 million, at maximum allotment of Matching and Performance Shares. The costs will be allocated over the years 2017–2019. The costs have been calculated as the sum of personnel costs, including social security costs, and administration costs of SEK 3 million for the program.

The personnel costs (excluding social security costs) have been calculated based on the value, at the start of the program, of the Matching and Performance Shares that may be allotted at maximum performance, less the present value of the expected dividend during the Vesting Period. The calculation of the costs is based on maximum performance and on a price per share of SEK 100.

Sandvik intends to secure its commitment to deliver up to 3,500,000 Sandvik shares under LTI 2017 through a share swap agreement with a third party. The interest cost for such a share swap is estimated at approximately SEK 4 million per year based on the current interest levels and a share price of SEK 100. 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 2017 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 3.5 in Sandvik’s 2016 Annual Report and to the Company’s website.

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 and the Board of Directors’ proposals under items 17 and 18 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 Auditor’s Report and the Auditor’s statement regarding the application of the guidelines for remuneration are available at Sandvik AB, Kungsbron 1, section G, floor 6, Stockholm, as well as on the Company’s website home.sandvik. 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.

PROGRAM

Registration for the Meeting will commence at 3:00 p.m. There will be musical entertainment and a light meal served as from 3:00 p.m. A program with focus on how we secure the best talents for Sandvik will begin at 4:00 p.m. and the award of the Wilhelm Haglund medal will take place at approx. 4:30 p.m.

Stockholm, March 2017

SANDVIK AKTIEBOLAG (PUBL)

The Board of Directors

Annual General Meeting of Sandvik Aktiebolag (PDF)