Annual General Meeting of Sandvik Aktiebolag

Annual General Meeting of Sandvik Aktiebolag

Shareholders in Sandvik Aktiebolag are convened to the Annual General
Meeting to be held on Tuesday, 3 May 2011, 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 as of Wednesday, 27
April 2011 and notify Sandvik AB of their intention to participate in
the Meeting not later than Wednesday, 27 April 2011.

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, 27 April 2011 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 Meeting. Proxy forms will be
available at the Company's website www.sandvik.com.

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 countersign 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 members and
Auditors. In conjunction with this, the work of the Nomination Committee
will be presented.
13. Resolution on changes of the Articles of Association.
14. Determination of fees to the Board of Directors and Auditor.
15. Election of the Board of Directors and Chairman of the Board of
Directors.
16. Election of Auditor.
17. Resolution on the Nomination Committee, etc. for the Annual General
Meeting 2012.
18. Resolution on principles for the remuneration of senior executives.
19. Resolution on the implementation of a long-term incentive programme.
20. Closing of the Meeting.

PROPOSALS FOR RESOLUTIONS

Item 11 - Dividend and record day

The Board of Directors proposes a dividend of SEK 3.00 per share.
Friday, 6 May 2011 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 Wednesday, 11 May 2011.

The Nomination Committee's proposals

The Nomination Committee is comprised of Carl-Olof By, Industrivärden,
Chairman, Håkan Sandberg, Handelsbankens Pensionsstiftelse och
Pensionskassa, Staffan Grefbäck, Alecta, Marianne Nilsson, Swedbank
Robur fonder and Sandvik's Chairman of the Board of Directors Anders
Nyrén.

The Nomination Committee proposes the following: 

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

Item 12 - Eight Board members, no Deputies and as Auditor a registered
audit company.

Item 14 - Fees to the Board of Directors and Auditor:

  · Board member not employed by the Company SEK 500,000
  · Chairman of the Board of Directors SEK 1,500,000
  · Board member elected by the General Meeting who is a member of the
Audit Committee SEK 150,000
  · Chairman of the Audit Committee SEK 175,000
  · Board member elected by the General Meeting who is a member of the
Remuneration Committee SEK 100,000
  · Chairman of the Remuneration Committee SEK 125,000
  · Fees to the Auditor shall be paid continuously during the term of
office in accordance with approved invoices.

Item 15 -      Re-election of Board members Fredrik Lundberg, Hanne de
Mora, Egil Myklebust, Anders Nyrén, Simon Thompson and Lars Westerberg.
New election of Johan Karlström and Olof Faxander. Anders Nyrén is
proposed for re-election as Chairman of the Board of Directors.

Johan Karlström was born in 1957. He holds an M.Sc.Eng., and is
President and CEO, as well as Board member, of Skanska AB. Prior to
this, Johan Karlström had several years of experience from management
positions at Skanska and BPA (currently called Bravida). He is
independent in accordance with the rules of the Swedish Code of
Corporate Governance.

Olof Faxander was born in 1970. He holds an M.Sc. and B.Sc., and is
President and CEO of Sandvik since 1 February this year. He held the
positions of Board member, President and CEO of SSAB between 2006 and
2011. Prior to this, Olof Faxander had ten years of solid industry
experience from senior positions at Avesta Sheffield, Avesta Polarit and
the Outokumpu Group. He is also Chairman of the Board of the trade
association Jernkontoret (The Swedish Steel Producers' Association).

Item 16 -       Re-election of KPMG AB as Auditor up to and including
the Annual General Meeting 2015, i.e. for four years.

Item 17 -       The Company is to have a Nomination Committee comprised
of one representative from each of the four largest shareholders in
terms of votes and the Chairman of the Board of Directors (convener).
The Nomination Committee has, in addition, the possibility to call in
one co-opted member to the Nomination Committee from the Board members
if required. At the formation of the Nomination Committee, the
shareholding in the Company, based on information from Euroclear Sweden
AB on the last banking day of August 2011, is to determine the largest
shareholders in terms of votes. The composition of the Nomination
Committee is to be announced as soon as it is appointed. The Chairman of
the Nomination Committee is to be the member representing the largest
shareholder in terms of votes. The mandate period of the Nomination
Committee is until the composition of the next Nomination Committee is
completed.

                      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, the composition of the Board
of Directors and Chairman of the Board of Directors, and regarding the
appointment of a Nomination Committee for the Annual General Meeting
2013 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
Nomination Committee, a representative from the shareholder next in line
in terms of size may be provided an opportunity to enter. If the
shareholding in the Company is otherwise significantly changed before
the Nomination Committee's work is completed, a change in the
composition of the Nomination Committee may take place, to the extent
that the Nomination Committee deems appropriate.

                      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.

 

Item 18 - The Board of Directors' proposal for resolution on changes of
the Articles of Association

The Board of Directors proposes that the Meeting resolve on changes of
the Articles of Association with the purpose of, among other things,
adapting the Articles of Association to the changes of the Swedish
Companies Act that took effect on 1 November 2010 and 1 January 2011.
The proposed changes entail, in all material respects, the following:

  · The provision regarding the Auditor's term of office is complemented
so that the appointment as Auditor shall be valid up to the close of the
Annual General Meeting held during the fourth financial year after the
election of the Auditor (§ 7).
  · The provision regarding notice of General Meetings is changed so
that a notice of a General Meeting shall be given by announcement in
Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the
Company's website, and that the fact that notice has been published
shall be announced in Svenska Dagbladet and in a daily newspaper
published in Sandviken or Gävle. Furthermore, the provision regarding
time-limits for issuing notices is removed as these time-limits are set
out in statutory law (§ 9).
  · The specified time (“3.00 pm”) in the provision regarding a
shareholder's notification of participation at a General Meeting is
removed (§ 10).
  · The expression “ordinary general meeting” is replaced by “Annual
General Meeting” (§ 11).

Item 19 - The Board of Directors' proposal for resolution on principles
for the remuneration of senior executives

The Board of Directors proposes that the Annual General Meeting decide
on the following principles for the remuneration of senior executives.

The Board's proposal for the decision on principles for the remuneration
of senior executives is designed to ensure that Sandvik from a global
perspective can offer remuneration at the market rate that will attract
and retain qualified members of the Group Executive Management.

The remuneration package for Group Executive Management comprises fixed
salary, annual variable salary and long term variable salary in cash
and/or in shares in Sandvik AB. It is intended that the components will
form a well-balanced remuneration and benefit program that reflects the
individual's performance, responsibility and the Group's earnings trend.

The fixed salary, which is individual and differentiated considering
responsibility and performance, is determined taking into account market
conditions and is reviewed each year.

The annual component of variable salary is based on the achievement of
goals that are determined each year. The goals are related to the
financial results of the Company and to measurable goals within each
individual's area of responsibility. The annual variable salary shall
not exceed 75 per cent of the fixed annual salary.

A prerequisite for the long-term variable salary in cash is the
achievement of measurable goals established by the Board, i.e. certain
key ratios that create shareholder value linked to the Company's growth,
profitability and capital efficiency over a three-year period. The
long-term variable cash salary shall not exceed 50 per cent of the fixed
annual salary.

Long-term variable compensation may also be paid in the form of shares
in Sandvik AB through participation in a share related incentive
programme including the right to acquire employee stock options and
matching rights. Such programme shall have been approved by the general
meeting of shareholders and its key terms shall include that
participation for certain categories of top executives requires own
investments in Sandvik stock, a three year performance period with
continued employment required during such time and that allotment is
related to performance criteria linked to the company's growth,
profitability and capital efficiency - Sandvik Value Added (SVA).

Other benefits to members of Group Executive Management shall match what
may be considered reasonable in relation to market practice. These
benefits include pension, company car, residence, health insurance and
termination benefits.

Pension benefits to members of Group Executive Management are based on
the fixed salary or cash paid out and may be of either the defined
benefit or the defined contribution kind. Normal pension age is 62. For
the President, the pension age is 60.

Termination benefits are normally paid in the event that Sandvik
terminates the employment. The severance pay equals 12-18 months' pay
for persons aged less than 55 and 18-24 months' pay for persons aged 55
or more. Any other earned income is offset against the severance pay. No
termination benefit is paid in the event the employee terminates the
employment.

The Board may depart from the principles established by the annual
meeting of shareholders if, in isolated cases, there are special reasons
for a departure.

Those affected by these proposed principles are the President and the
other members of Group Executive Management.

Item 19 - Proposal by the Board of Directors on the implementation of a
long-term incentive program

The Board of Directors proposes that the Annual General Meeting resolve
to implement a new long-term incentive programme for senior executives
and key employees (the “Programme”) based on the following main
principles. The purpose of the Programme is to further align the
participants' and the shareholders' interests. The Programme is moreover
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. The Programme is also intended to increase the proportion of
remuneration linked to Sandvik's performance and to promote private
shareholding in Sandvik.

General
The Programme is proposed to comprise approximately 400 senior
executives and key employees in the Sandvik Group and comprise, at the
most, 12,000,000 Sandvik shares. Participants in the Programme 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 (“Performance Shares”), on the
condition that certain performance goals connected to Sandvik Value
Added (“SVA”) are met. 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 11,800,000 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 43,500 and 21,750 Employee Stock
Options.

The chief executive officer shall decide who is classified in categories
2 - 6 above, based on position, qualifications and individual
performance.

An employee in categories 1, 2 or 3 above is required to invest in
Sandvik shares at market value (“Savings Shares”) by 15 June 2011 at the
latest, in order to be allotted Employee Stock Options. 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 2011, 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 2011, 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 entitles 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 2011 - 2013 (the “Performance Period”) compared to
the financial year 2010 (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 fall 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 continued employment.

For an employee in categories 1, 2 or 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 2011.

(B) Matching Rights for acquiring Matching Shares
Employees in categories 1, 2 or 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 100,000 Matching Shares.

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 Rights.

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 cases.

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 2011.

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 that 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, 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 the Programme
based on the Programme's main terms and guidelines. 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 the Programme.

The Programme includes a maximum of 12,000,000 Sandvik shares,
corresponding to about 1 per cent of the total number of shares, and
will be secured in the form of share swaps with a third party, thus
resulting in no dilution effect. Assuming a share price of SEK 120,
expected volatility of 30 per cent and a five-year term, the cost of the
program is estimated at slightly more than SEK 250 M.

INFORMATION AT THE ANNUAL GENERAL MEETING

The Board of Directors and the CEO 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 proposal and statement are available on the
Company's website www.sandvik.com. Accounting documents, the Auditor's
Report and other documentation that shall be made available under the
Swedish Companies Act, are available at Sandvik AB and on the Company's
website www.sandvik.com, from no later than Tuesday, 12 April 2011. The
documentation will be sent without charge to the shareholders at
request.

SHARES AND VOTES

The total number of shares and votes in the Company is 1,186,287,175.

PROGRAMME FOR SHAREHOLDERS  

Registration for the Meeting will commence at 3:30 p.m. Award of the
Haglund medal will take place from around 4:30 p.m. Coffee will be
served at 3:30-4:45 p.m.

Sandviken in March 2011
SANDVIK AKTIEBOLAG (publ)
The Board of Directors