Pre-Annual General Meeting Information • Mar 20, 2009
Pre-Annual General Meeting Information
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Shareholders in Sandvik Aktiebolag are convened to the Annual General Meeting to be held on Tuesday, 28 April 2009, at 5:00 p.m. at Jernvallen, Sandviken, Sweden.
Shareholders who wish to participate in the Meeting must be recorded in the share register maintained by Euroclear Sweden AB (formerly VPC AB) as of Wednesday, 22 April 2009 and notify Sandvik AB of their intention to participate in the Meeting not later than Wednesday, 22 April 2009.
Notification of participation in the Meeting shall be made to Sandvik AB, Legal Affairs, SE-811 81, Sandviken, Sweden, by telephone, +46 (0)26-26 09 40 weekdays 9:00 a.m.-12:00 noon and 1:00 p.m.- 4:00 p.m., by telefax, +46 (0)26-26 10 86, or via the Internet on the Company's website www.sandvik.com. Shareholders whose shares are registered in the name of a trustee must temporarily have re-registered the shares in their own name at Euroclear Sweden AB on Wednesday, 22 April 2009 to be entitled to participate in the Meeting. Please note that this procedure also applies to shareholders who utilize bank shareholder deposit accounts and/or trade via the Internet.
Please provide name, personal registration or corporate registration number, address and telephone number and information regarding any assistants when providing notification. If participation is by proxy, the proxy should be forwarded prior to the Annual General Meeting. Proxy forms will be available at the Company's website www.sandvik.com.
SE-811 81 SANDVIKEN VAT No. SE663000060901 SWEDEN www.sandvik.com +46 26 26 10 26 +46 26 26 10 43
The Board of Directors proposes a dividend of SEK 3.15 per share. Monday, 4 May 2009 is proposed as the record day. If the Meeting approves this proposal, it is estimated that the dividend payments will be distributed by Euroclear Sweden AB on Thursday, 7 May 2009.
The Nomination Committee is comprised of Carl-Olof By, Industrivärden, Chairman, Håkan Sandberg, Handelsbankens Pensionsstiftelse och Pensionskassa, Staffan Grefbäck, Alecta Pensionsförsäkring, Marianne Nilsson, Swedbank Robur Fonder and Sandvik's Chairman of the Board of Directors Clas Åke Hedström.
The Nomination Committee proposes the following:
| • | Board member not employed by the Company | SEK | 450,000 |
|---|---|---|---|
| • | Chairman of the Board of Directors | SEK 1,350,000 | |
| • | Deputy Chairman | SEK | 900,000 |
| • | Board member elected by the General Meeting | ||
| who is a member of the Audit Committee | SEK | 125,000 | |
| • | Chairman of the Audit Committee | SEK | 150,000 |
| • | Board member elected by the General Meeting | ||
| who is a member of the Remuneration Committee | SEK | 75,000 | |
| • | Chairman of the Remuneration Committee | SEK | 100,000 |
| • | Fees to Auditor | as invoiced |
The Nomination Committee is to prepare proposals for the Chairman of the Meeting, the number of Board members, remuneration to each of the Board members and Auditor, the composition of the Board of Directors and Chairman of the Board of Directors, and also regarding the appointment of a Nomination Committee for the Annual General Meeting 2011 and its assignment.
In the event that a member leaves the Nomination Committee prior to the work of the Committee being completed, a representative from the same shareholder may replace the leaving member, if deemed necessary by the Nomination Committee.
In the event that a shareholder represented in the Nomination Committee significantly has reduced its holding of shares in the Company, the member may resign and, if deemed appropriate by the The Company is to be able to pay reasonable costs connected to the work of the Nomination Committee. The Committee is not to receive any fees.
The Board of Directors proposes that the Annual General Meeting resolve to adopt the following guidelines for remuneration to Chief Executives.
The Board of Directors' proposal for a resolution on guidelines for remuneration to Chief Executives is formulated to ensure that the Sandvik Group from a global perspective can offer market level and competitive remuneration that attracts and retains qualified employees in Sandvik's Group Executive Management.
The remuneration to Group Executive Management comprises fixed salary, annual variable salary and long-term variable salary. The parts are intended to create a well-balanced remuneration and benefits program that reflects the individual's performance, responsibility and the Group's earnings trend.
The fixed salary, which is individual and differentiated based on the individual's responsibility and performance, is determined based on market principles and is revised annually.
Receipt of annual variable salary is conditional upon fulfilment of goals determined annually. The goals are related to the Company's earnings and to measurable goals within the individual's area of responsibility. The maximum payment of annual variable salary for Group Executive Management is 50-75% of the annual fixed salary.
The long-term variable salary is conditional upon fulfilment of measurable goals, determined by the Board, pertaining to certain key figures that create shareholder value linked to the Company's growth, profitability and capital efficiency during a three-year period. The maximum payment of long-term variable salary for Group Executive Management is 45-50% of the annual fixed salary.
Group Executive Management's other benefits shall be comparable to what is considered reasonable in relation to generally accepted market practice. The benefits comprise pension, car, housing, healthcare insurance and severance pay.
The pension benefits for Group Executive Management are based on fixed salary or the gross salary paid in cash and shall be defined-contribution or defined-benefit. Normally, the retirement age is 62. The President has a retirement age of 60.
Severance payments are made, normally, on notice of termination by Sandvik. Any other earned income is deducted from severance pay, which is between 12 to 18 months' salary for persons under age 55 and between 18 to 24 months for persons over 55. No severance payment is made when the employee gives notice of termination.
The Board is to be entitled to deviate from the guidelines resolved on by the Annual General Meeting, if there is a particular reason for this in the individual case.
The sphere of senior executives covered by the proposal is the President and other members of the Group Executive Management.
The Annual report and Auditor's report and the complete proposals for resolutions according to Items 11-16 are available at Sandvik AB and on the Company's website, www.sandvik.com, no later than 2 April 2009. The documentation will be sent without charge to the shareholders at request.
The total number of shares and votes in the Company is 1,186,287,175 shares and 1,186,287,175 votes.
Registration for the General Meeting will commence at 3:30 p.m. A distribution of grants to pupils from the school Göranssonska Skolan and of the Haglund medal will take place from 4:15 p.m. Coffee will be served at 3:30-4:45 p.m.
Sandviken in March 2009 SANDVIK AKTIEBOLAG (publ) The Board of Directors
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