Annual General Meeting of Sandvik Aktiebolag
SANDVIKEN, Sweden -- March 20, 2013
The shareholders in Sandvik Aktiebolag are convened to the Annual General
Meeting to be held on Thursday, 25 April 2013 at 5:00 p.m. at Göransson Arena,
Sätragatan 15, Sandviken, Sweden.
RIGHT TO PARTICIPATE AND NOTIFICATION
Shareholders who wish to participate in the Meeting must be recorded in the
share register maintained by Euroclear Sweden AB on Friday, 19 April 2013 and
notify Sandvik AB of their intention to participate in the Meeting not later
than Friday, 19 April 2013.
Notification of participation in the Meeting shall be made to Sandvik AB, c/o
Computershare AB, Box 610, SE-182 16 Danderyd, Sweden, by telephone +46 (0)
26-26 09 40 weekdays 9:00 a.m. – 4:00 p.m. or on the Company’s website
www.sandvik.com.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, 19 April 2013 to be entitled to participate in
the Meeting. Please note that this procedure also applies to shareholders who
utilize banks’ shareholder deposit accounts.
When providing notification, 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 in advance of the Meeting. Proxy forms are available at the
Company’s website www.sandvik.com.
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
Auditor’s Report for the Group.
1. Speech by the President.
2. Resolution in respect of adoption of the Profit and Loss Account, Balance
Sheet, Consolidated Profit and Loss Account and Consolidated Balance Sheet.
3. Resolution in respect of discharge from liability of the Board members and
the President for the period to which the accounts relate.
4. Resolution in respect of allocation of the Company’s result in accordance
with the adopted Balance Sheet and resolution on record day.
5. Determination of the number of Board members and Deputy members. In
conjunction with this, the work of the Nomination Committee will be presented.
6. Determination of fees to the Board of Directors.
7. Election of the Board of Directors and the Chairman of the Board of
8. Resolution on guidelines for the remuneration of senior executives.
9. Resolution on a long-term incentive program (LTI 2013).
10. Shareholder proposal.
11. Closing of the Meeting.
PROPOSALS FOR RESOLUTIONS
Item 11 – Dividendand record day
The Board of Directors proposes that the Annual General Meeting resolve on a
dividend of SEK 3.50 per share. Tuesday, 30 April 2013 is proposed as the
record day. If the Meeting approves these proposals, it is estimated that the
dividend payments be distributed by Euroclear Sweden AB on Monday, 6 May 2013.
The Nomination Committee's proposals
The Nomination Committee comprises its Chairman Anders Nyberg, AB
Industrivärden, Håkan Sandberg, Handelsbankens Pensionsstiftelse och
Pensionskassa, Kaj Thorén, Alecta, Marianne Nilsson, Swedbank Robur fonder,
and Anders Nyrén, Sandvik’s Chairman of the Board of Directors.
The Nomination Committee proposes that the Annual General Meeting resolve on
Item 2 – Attorney Anders Lindblad as Chairman of the Annual General
Item 12 – Eight Board members and no Deputy members (unchanged).
Item 13 – Fees to the Board of Directors:
*Board member not employed by the Company: SEK 550,000 (previously SEK
*Chairman of the Board of Directors: SEK 1,650,000 (previously SEK
*Board member elected by the General Meeting who is a member of theAudit
Committee: SEK 150,000 (unchanged)
*Chairman of the Audit Committee: SEK 175,000 (unchanged)
*Board member elected by the General Meeting who is a member of the
Remuneration Committee: SEK 100,000 (unchanged)
*Chairman of the Remuneration Committee: SEK 125,000 (unchanged)
Item 14 – Re-election of all Board members: Olof Faxander, Jürgen M
Geissinger, Johan Karlström, Fredrik Lundberg, Hanne de Mora, Anders Nyrén,
Simon Thompson and Lars Westerberg. Re-election of Anders Nyrén as the
Chairman of the Board of Directors.
Item 15 – 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 2014 Annual General Meeting.
The remuneration of 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, 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 either be defined benefit or defined contribution, or
a combination thereof. The retirement age for the President is a minimum of 60
and for other members of Group Executive Management the retirement age is a
minimum of 62.
Normally, severance payment is made when employment is terminated by Sandvik.
Members of 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
payment will be made when employment is terminated by the employee.
The Board 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 Group Executive Management.
Item 16 – Proposal by the Board of Directors for a resolution on a long-term
incentive program (LTI 2013)
The Board of Directors proposes that the Annual General Meeting resolve on a
long-term incentive program for senior executives and key employees for 2013
(”LTI 2013”) based on the main principles set forth below. The terms and
conditions are substantially the same as those for the 2011 and 2012 long-term
incentive programs. In addition to aligning the participants’ and the
shareholders’ interests, LTI 2013 is expected to strengthen the Group’s
ability to retain and recruit qualified employees to the Sandvik Group as well
as to strengthen Sandvik’s focus and objective to meet the Company’s long-term
business goals. LTI 2013 is also intended to increase the proportion of
remuneration linked to Sandvik’s performance and to promote private
shareholding in Sandvik.
LTI 2013 encompasses approximately 350 senior executives and key employees in
the Sandvik Group and comprises, at the most, 12,000,000 Sandvik shares.
Participants in LTI 2013 have the opportunity to be allotted employee stock
options (“Employee Stock Options”) enabling the employee to acquire Sandvik
shares at a certain price after a period of three years on the condition that
certain performance goals connected to Sandvik Value Added (SVA) are met
(“Performance Shares”). More senior executives (category 1 – 3 below) are
required to make a private investment in Sandvik shares in order to be
eligible for allotment of Employee Stock Options. If such an investment in
Sandvik shares is made, executives of this group are also allotted rights
(“Matching Rights”) enabling the executive to acquire Sandvik shares at a
certain price after a period of three years (“Matching Shares”).
(A) Employee Stock Options for acquiring Performance Shares
The total number of Employee Stock Options that can be allotted may entitle to
the acquisition of approximately 11,600,000 Performance Shares.
Allotment of Employee Stock Options will be made to the Chief Executive
Officer (category 1) with no more than 145,000 Employee Stock Options, to
other senior executives (category 2) with no more than 87,000 Employee Stock
Options per person and to the remaining four groups (categories 3 – 6) with
between 22,000 and 44,000 Employee Stock Options per person.
The Chief Executive Officer shall decide who is classified in categories 3 – 6
above, based on position, qualifications and individual performance.
In order to be allotted Employee Stock Options, an employee in categories 1 –
3 above is required to invest in Sandvik shares at market value by 14 June
2013 at the latest (“Savings Shares”). If the employee invests in Savings
Shares at an amount corresponding to 10 per cent of the employee’s fixed cash
salary before tax for the year 2013, the employee is allotted the maximal
number of Employee Stock Options according to the above. If the employee
invests in Savings Shares at an amount corresponding to up to 10 per cent of
the employee’s fixed cash salary before tax for the year 2013, the employee
will be allotted a proportionate linear number of Employee Stock Options. An
employee in categories 4 – 6 above does not need to invest in Savings Shares
to be allotted Employee Stock Options. The Employee Stock Options are
non-transferable. Each Employee Stock Option gives the employee the right to
acquire one Performance Share.
How many of the Employee Stock Options that will eventually entitle to the
acquisition of Performance Shares depends on how the growth of the Sandvik
Group, expressed as Sandvik Value Added (SVA), develops during the financial
years 2013 – 2015 (the “Performance Period”) compared to the financial year
2012 (the “Base Year”). If the average SVA for the three financial years which
make up the Performance Period reaches 150 per cent or more compared to the
Base Year’s SVA, 100 per cent of the allotted Employee Stock Options will
entitle to acquire Performance Shares. If the average SVA for the three
financial years which make up the Performance Period falls below 110 per cent
compared to the Base Year’s SVA, no Employee Stock Options will entitle to
acquire Performance Shares. If the average SVA for the three financial years
which make up the Performance Period reaches 110 per cent, 20 per cent of the
allotted Employee Stock Options will entitle to acquire Performance Shares. If
the average SVA for the three financial years which make up the Performance
Period is between 110 and 150 per cent, a proportional linear number of the
Employee Stock Options entitles to acquire Performance Shares.
Employee Stock Options can be exercised to acquire Performance Shares not
earlier than three years and not later than five years after the allotment of
Employee Stock Options.
The exercise of Employee Stock Options to acquire Performance Shares requires
For an employee in categories 1 – 3 above the exercise of Employee Stock
Options to acquire Performance Shares also requires that all purchased Savings
Shares are held continuously during a three-year period following the
allotment of Employee Stock Options. The Chairman of the Board may grant
exemptions from this requirement in special cases.
When exercising Employee Stock Options to acquire Performance Shares
participants shall, for each Performance Share, pay an amount corresponding to
110 per cent of the volume-weighted average price paid for the Sandvik share
at NASDAQ OMX Stockholm during a period of 10 trading days immediately
following the Annual General Meeting 2013.
(B) Matching Rights for acquiring Matching Shares
Employees in categories 1 – 3 above who invest in Savings Shares are entitled
to be allotted Matching Rights. The total number of Matching Rights that can
be allotted may entitle to the acquisition of approximately 300,000 Matching
The Matching Rights are non-transferable.
One Matching Right is allotted for each Savings Share acquired by the
participant. Each Matching Right entitles to acquire one Matching Share.
The Matching Rights can be exercised to acquire Matching Shares not earlier
than three years and not later than five years after the allotment of Matching
The exercise of Matching Rights to acquire Matching Shares requires continued
employment and that all the acquired Savings Shares are held continuously
during a three-year period following the allotment of Matching Rights. The
Chairman of the Board may grant exemptions from the requirement to
continuously hold the Savings Shares during a three-year period in special
When exercising Matching Rights to acquire Matching Shares participants shall,
for each Matching Share, pay an amount corresponding to 75 per cent of the
volume-weighted average price paid for the Sandvik share at NASDAQ OMX
Stockholm during a period of 10 trading days immediately following the Annual
General Meeting 2013.
Adjustment of the number of Performance Shares and/or Matching Shares etc.
Before the exercise of Employee Stock Options for acquiring Performance Shares
or Matching Rights for acquiring Matching Shares may take place, the Board of
Directors shall consider whether the number of Performance and Matching Shares
is reasonable taking into account the financial results and position of
Sandvik, stock market conditions and other circumstances, and if the Board of
Directors comes to the conclusion that this is not the case, reduce the number
of Performance and/or Matching Shares to the lower number the Board of
Directors finds appropriate.
The Board of Directors may decide on the implementation of an alternative
incentive solution for key employees in countries where the allotment of
Employee Stock Options or Matching Rights, or the exercise of Employee Stock
Options or Matching Rights for the acquisition of Performance and Matching
Shares, respectively, is not appropriate. Such alternative incentive solution
shall to the extent practically possible be designed to correspond to the
terms of LTI 2013.
The Board of Directors, or a committee appointed by the Board of Directors for
this purpose, shall be responsible for preparing the detailed terms and
conditions, and the administration of LTI 2013 based on the main terms and
LTI 2013 may result in the delivery to the employees of 12,000,000 Sandvik
shares at the most, corresponding to approximately one per cent of the total
number of shares and votes in the company at the time that LTI 2011 was
resolved on. To ensure the delivery of the assessed required number of Sandvik
shares under LTI 2013, the Board of Directors intends to secure the Company’s
commitment. Assuming a share price of SEK 100, an expected volatility of 40
per cent and a five year term, the cost for LTI 2013 is estimated at
approximately SEK 241 million.
Item 17 – Shareholder proposal
Kjell Andersson proposes that the Business Area Sandvik Materials Technology
(SMT) should be distributed to Sandvik’s shareholders and listed on the stock
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.
The Nomination Committee’s proposals and statement are available on the
Company’s website www.sandvik.com. Accounting documents, the Auditor’s Report
and the Auditor’s statement regarding the application of the guidelines for
remuneration as well as the complete proposals for resolutions under items 15,
16 and 17 will be available at Sandvik AB, Kungsbron 1, entrance G, floor 6,
Stockholm and on the Company’s website www.sandvik.com, from no later than
Thursday, 4 April 2013. The documentation will be sent without charge to the
shareholders who so request.
SHARES AND VOTES
The total number of shares and votes in the Company is 1,254,385,923.
PROGRAM FOR SHAREHOLDERS
Registration for the Meeting will commence at 2:30 p.m. Kulturskolan (School
of Culture) will entertain at 3:15 – 4:15 p.m. and the award of the Wilhelm
Haglund medal will take place at 4:30 p.m. A light meal will be served as from
Stockholm, March 2013
SANDVIK AKTIEBOLAG (PUBL)
The Board of Directors
Sandvik AB discloses the information provided herein pursuant to the
Securities Markets Act and/or the Financial Instruments Trading Act. The
information was submitted for publication at 07:45 CET on 20 March 2013
The Sandvik Group
Sandvik is a global industrial group with advanced products and world-leading
positions in selected areas – tools for metal cutting, equipment and tools for
the mining and construction industries, stainless materials, special alloys,
metallic and ceramic resistance materials as well as process systems. In 2012
the Group had about 49,000 employees and representation in 130 countries, with
annual salesof more than98,000 MSEK.
This information was brought to you by Cision http://news.cision.com
Telephone +46 8 456 12 39
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