STOCKHOLM, March 26, 2025 /PRNewswire/ — The shareholders in Sandvik Aktiebolag are convened to the Annual Normal Assembly to be hung on Tuesday, April 29, 2025, at 4:00 p.m. on the Ferrum Area, Arenavägen 1, Sandviken, Sweden.
Registration will start at 2:30 p.m. At round 3:15 p.m. a pre-program will get started, that specialize in how Sandvik works in the community in Sandviken to draw abilities. The fundamental of the varsity Göranssonska Skolan will fix in conjunction with scholars that may communicate concerning the schooling and about company trainings in Sandviken and in another country. The award of the Wilhelm Haglund medal and the Sandvik Sustainability Award in Reminiscence of Sigrid Göransson will rush park at round 3:30 p.m. Espresso and tea might be served.
Proper to take part and see
There are two techniques for shareholders to take part within the Assembly: (i) attending the Assembly in individual or by way of proxy, or (ii) collaborating by way of postal balloting. In both case, if the stocks are registered within the title of a nominee, they should be quickly re-registered within the title of the shareholder (as additional described underneath).
Participation in individual or by way of proxy
Shareholders who want to attend the Assembly in individual or by way of proxy should:
- be recorded as shareholder within the proportion check in maintained by way of Euroclear Sweden AB on Thursday, April 17, 2025, and
- give understand in their purpose to take part within the Assembly, no longer nearest than Wednesday, April 23, 2025, in keeping with the directions underneath.
Realize of participation within the Assembly will be made at the Corporate’s web page house.sandvik, by way of email to [email protected], by way of phone +46 (0)26-26 09 40 weekdays 9:00 a.m.–4:00 p.m. or by way of letter to Computershare AB, “Sandvik’s AGM”, Field 5267, SE-102 46 Stockholm, Sweden. When giving understand of participation, please shape title, private or company registration quantity, cope with and phone quantity and the choice of assistants (most two), if any.
Shareholders represented by way of proxy shall factor a written and dated proxy to the consultant. Proxy methods are to be had at the Corporate’s web page. A proxy issued by way of a criminal entity should be accompanied by way of a registration certificates or alternative authorization report. To facilitate registration on the Assembly, the proxy in addition to the registration certificates or alternative authorization report will have to be gained by way of the Corporate on the above cope with no longer nearest than Wednesday, April 23, 2025.
Postal balloting
The Board of Administrators has determined that shareholders will have to be capable to workout their balloting rights by way of postal balloting. Shareholders who want to take part within the Assembly by way of postal balloting should:
- be recorded as shareholder within the proportion check in maintained by way of Euroclear Sweden AB on Thursday, April 17, 2025, and
- give understand in their purpose to take part within the Assembly by way of filing their postal votes, no longer nearest than Wednesday, April 23, 2025, in keeping with the directions underneath.
A different method should be worn for the postal vote. The method for postal balloting is to be had at the Corporate’s web page home.sandvik. The finished and signed method for postal balloting will be despatched by way of email to [email protected] or by way of put up to Computershare AB, “Sandvik’s AGM”, Field 5267, SE-102 46 Stockholm, Sweden. Finished methods should be gained by way of Computershare no longer nearest than Wednesday, April 23, 2025. Shareholders might also solid their votes electronically thru verification with BankID by way of the Corporate’s web page house.sandvik. Such digital votes should even be submitted no longer nearest than Wednesday, April 23, 2025.
The shareholders won’t handover particular directions or statuses to the postal vote. If this is the case, all of the postal vote is mistaken. Additional directions and statuses may also be discovered within the postal balloting method.
If a shareholder handovers its postal vote thru a consultant, a written and dated proxy signed by way of the shareholder should be hooked up to the postal balloting method. Proxy methods are to be had at the Corporate’s web page. A proxy issued by way of a criminal entity should be accompanied by way of a registration certificates or alternative authorization report.
Shareholders who want to attend the Assembly in individual or by way of proxy should give understand to the Corporate based on the directions underneath “Participation in person or by proxy” above. Because of this a understand of participation by way of postal balloting simplest isn’t plenty for a shareholder who desires to wait the Assembly in individual or by way of proxy.
Stocks registered within the title of a nominee
Shareholders whose stocks are registered within the title of a nominee should, to be entitled to take part within the Assembly (together with by way of postal balloting), quickly have re-registered the stocks in their very own title in order that the shareholder is registered within the proportion check in as of Thursday, April 17, 2025. Please observe that this process additionally applies with recognize to stocks hung on a storehouse’s shareholder storehouse account and sure funding financial savings accounts. Request for such balloting rights registration will be made to the nominee, based on the nominee’s routines, at such pace in travel as determined by way of the nominee. Balloting rights registration that has been made by way of the nominee no longer nearest than Wednesday, April 23, 2025, might be taken into consideration within the preparation of the percentage check in.
Schedule
- Opening of the Assembly.
- Election of Chairman of the Assembly.
- Preparation and favor of the balloting record.
- Election of 1 or two individuals to ensure the mins.
- Goodwill of the schedule.
- Exam of whether or not the Assembly has been duly convened.
- Presentation of the Annual Record, Auditor’s Record and the Team Accounts and Auditor’s Record for the Team.
- Pronunciation by way of the President and CEO.
- Solution in recognize of adoption of the Benefit and Loss Account, Steadiness Sheet, Consolidated Benefit and Loss Account and Consolidated Steadiness Sheet.
- Solution in recognize of discharge from legal responsibility of the Board contributors and the President for the duration to which the accounts relate.
- Solution in recognize of allocation of the Corporate’s outcome based on the followed Steadiness Sheet and determination on file hour.
- Decision of the choice of Board contributors and Auditors.
- Decision of charges to the Board of Administrators and Auditor.
- Election of Board contributors:
- Claes Boustedt
- Marika Fredriksson
- Johan Molin
- Andreas Nordbrandt
- Susanna Schneeberger
- Helena Stjernholm
- Stefan Widing
- Kai Wärn
- Election of Chairman of the Board.
- Election of Auditor.
- Presentation and favor of the Board’s remuneration file.
- Solution on a long-term incentive program (LTI 2025).
- Authorization on acquisition of the Corporate’s personal stocks.
- Proposal from a shareholder for the Corporate to give a contribution to the price of preserve Edske Masugn.
- Ultimate of the Assembly.
Proposals for resolutions
Merchandise 2 – Election of Chairman of the Assembly
The Nomination Committee is composed of its Chairman Fredrik Lundberg (AB Industrivärden), Daniel Kristiansson (Alecta), Marianne Nilsson (Swedbank Robur Budget), Lars Pettersson (Lundbergs) and Johan Molin (Sandvik’s Chairman of the Board).
The Nomination Committee proposes lawyer Patrik Marcelius as Chairman of the Assembly.
Merchandise 3 – Preparation and favor of the balloting record
The balloting record proposed for favor is the balloting record drawn up by way of Computershare in the name of the Corporate, in accordance with the Annual Normal Assembly’s proportion check in, shareholders having given understand of participation and being provide on the assembly venue, and postal votes gained.
Merchandise 11 – Dividend and file hour
The Board of Administrators proposes that the Annual Normal Assembly unravel on a dividend of SEK 5.75 according to proportion. Friday, Might 2, 2025 is proposed because the file hour. If the Assembly approves those proposals, it’s estimated that the dividend be paid by way of Euroclear Sweden AB on Wednesday, Might 7, 2025.
Merchandise 12 – Decision of the choice of Board contributors and Auditors
The Nomination Committee proposes 8 Board contributors and one registered community accounting company as Auditor.
Merchandise 13 – Decision of charges to the Board of Administrators and Auditor
The Nomination Committee proposes charges to the Board of Administrators as follows:
- Chairman of the Board of Administrators: SEK 3,125,000 (3,000,000)
- Alternative Board contributors no longer hired by way of the Corporate: SEK 830,000 (800,000) each and every
- Chairman of the Audit Committee: SEK 370,000 (352,000)
- Alternative contributors of the Audit Committee: SEK 210,000 (200,000) each and every
- Chairman of the Remuneration Committee: SEK 175,000 (167,000)
- Alternative contributors of the Remuneration Committee: SEK 138,000 (132,000) each and every
- Chairman of the Acquisitions and Divestitures Committee: SEK 237,000 (226,000)
- Alternative contributors of the Acquisitions and Divestitures Committee: SEK 175,000 (167,000) each and every
Charges to the Auditor will be paid based on authorized invoices.
Merchandise 14 – Election of Board contributors
The Nomination Committee proposes the election of please see individuals as Board contributors:
-
- Claes Boustedt (re-election)
- Marika Fredriksson (re-election)
- Johan Molin (re-election)
- Andreas Nordbrandt (re-election)
- Susanna Schneeberger (re-election)
- Helena Stjernholm (re-election)
- Stefan Widing (re-election)
- Kai Wärn (re-election)
Merchandise 15 – Election of Chairman of the Board
The Nomination Committee proposes re-election of Johan Molin as Chairman of the Board of Administrators.
Merchandise 16 – Election of Auditor
The Nomination Committee proposes, pursuant to the advice of the Audit Committee, the election of Öhrlings PricewaterhouseCoopers AB as Auditor for the duration till the top of the 2026 Annual Normal Assembly.
Merchandise 18 – Solution on a long-term incentive program (LTI 2025)
Background
Since 2014 Sandvik’s Annual Normal Assembly has every year resolved on long-term incentive techniques for senior executives and key individuals, within the method of efficiency proportion techniques requiring funding by way of all individuals. The Board of Administrators considers that those techniques satisfy their objective of aligning the pursuits of the individuals and the shareholders, beneficial the Sandvik Team’s skill to draw, keep and encourage certified staff and beneficial Sandvik’s center of attention and function to fulfill its long-term trade objectives. Accordingly, the Board of Administrators proposes that the Annual Normal Assembly unravel on a long-term incentive program for senior executives and key individuals for 2025 (“LTI 2025”) at the underneath phrases and statuses.
Normal
LTI 2025 encompasses roughly 350 senior executives and key individuals within the Sandvik Team. The utmost choice of Sandvik stocks that may be allotted pursuant to LTI 2025 is 1.9 million stocks, which corresponds to roughly 0.15 % of the choice of remarkable stocks in Sandvik.
To take part in LTI 2025 the worker is needed to put money into Sandvik stocks at marketplace worth disagree nearest than June 30, 2025 (“Investment Shares”). If the worker isn’t ready to take a position sooner than this occasion because of being entered in an insider wood stored by way of Sandvik, the Board of Administrators will be entitled to put off the occasion of funding for such worker. The worker would possibly throughout the scope of LTI 2025 make investments an quantity corresponding not to not up to 5 (5) % and no more than ten (10) % of the worker’s fastened annual wage sooner than tax on the pace of the funding.
Equipped such acquisition of Funding Stocks is made, individuals of LTI 2025 might be entitled to allotment of Sandvik stocks, independent of price, upcoming a duration of 3 years at the phrases and statuses eager forth underneath.
Efficiency Stocks
Every got Funding Percentage entitles individuals to be allocated Sandvik stocks equipped sure efficiency objectives are met (“Performance Shares”). The utmost choice of Efficiency Stocks that can be allocated for each and every got Funding Percentage depends upon the Player’s program section as follows:
- 8 for the President,
- 7 for each and every backup member of the Team Govt Control (these days 9 individuals),
- 6 for each and every senior supervisor (roughly 60 individuals), and
- 5 for each and every key contributor (roughly 280 individuals).
Every member of the Team Govt Control shall nominate the individuals which might be to be presented participation in LTI 2025 and which might be to be categorized as senior supervisor and key contributor, respectively, in accordance with place, qualification and person efficiency. All nominations are to be authorized by way of the President and CEO.
The choice of Efficiency Stocks that may in the end be allocated to the player for each and every got Funding Percentage relies at the construction of the Sandvik Team adjusted Profits Consistent with Percentage (“EPS”), except amortizations and alternative accounting results bobbing up from trade combos, right through the monetary week 2025 (“EPS 2025”), in comparison to adjusted EPS, except amortizations and alternative accounting results bobbing up from trade combos, for the monetary week 2024 (“EPS 2024”). The Board of Administrators establishes the degrees relating to adjusted EPS that should be attained for allotment of a definite choice of Efficiency Stocks. Allotment will rush park as follows:
- One Efficiency Percentage might be allocated for each and every got Funding Percentage if EPS 2025 exceeds EPS 2024.
- For any extra Efficiency Stocks to be allocated EPS 2025 expansion should exceed 5 % on the subject of EPS 2024. The EPS expansion required for the utmost choice of Efficiency Stocks to be allocated for each and every got Funding Percentage is established by way of the Board of Administrators.
The extent required for max allotment and the level to which the established ranges are attained might be disclosed within the 2025 Annual Record.
Must haves for allotment
The allotment of Efficiency Stocks calls for steady business and that every one Funding Stocks be held right through a duration of 3 years from the purchase of the Funding Stocks (“Vesting Period”). The Chairman of the Board of Administrators would possibly in particular instances serve exemptions from those necessities for person individuals, while the Board of Administrators would possibly make a decision on this kind of exemption regarding teams of individuals. If the must haves for allotment eager forth for LTI 2025 are met, allotment of Efficiency Stocks will rush park right through 2028, and disagree nearest than June 30, 2028. The allotment will rush park independent of price, matter to tax.
Adjustment of the choice of Efficiency Stocks and so forth.
Earlier than the allotment of Efficiency Stocks takes park, the Board of Administrators shall imagine whether or not the choice of Efficiency Stocks is cheap bearing in mind the monetary effects and place of Sandvik, the affect of bigger acquisitions, divestments and alternative vital capital transactions, book marketplace statuses and alternative cases. If the Board of Administrators deems that this isn’t the case, the Board of Administrators shall shed the choice of Efficiency Stocks to the decrease quantity the Board of Administrators unearths suitable or make a decision that disagree allotment will have to rush park.
Within the match of an advantage factor, fracture, rights factor and/or alternative matching occasions in Sandvik, the Board of Administrators will be entitled to make a decision at the recalculation of the phrases of LTI 2025.
An spare cash-based incentive resolution could also be applied for individuals in nations the place the purchase of Funding Stocks or allotment of Efficiency Stocks isn’t suitable, or if such resolution is differently regarded as suitable. Such spare incentive resolution shall to the level nearly imaginable be designed to correspond to the phrases of LTI 2025. The President and CEO will be licensed to make a decision which individuals that are meant to be presented participation within the cash-based incentive resolution.
The Board of Administrators, or a committee appointed by way of the Board of Administrators for this objective, will be liable for the colorful design and management of LTI 2025 in accordance with the primary phrases eager forth herein.
The fitting to be allocated Efficiency Stocks can’t be transferred and does no longer give the player a proper to repayment for dividend allotted right through the Vesting Length with recognize to the underlying stocks.
Prices of LTI 2025 and hedging preparations
The choice of Sandvik stocks that might be wanted for LTI 2025 depends upon the Sandvik proportion worth at funding and the participation price. To book an enough choice of stocks, given the greater marketplace volatility, a Sandvik proportion worth of SEK 190 has been worn when calculating the utmost choice of stocks wanted. In accordance with this proportion worth the whole price of LTI 2025 is estimated at as much as SEK 394 million. The prices were calculated because the sum of team of workers prices, together with social safety prices of SEK 65 million, and management prices of roughly SEK 2 million for this system. In accordance with a proportion worth of SEK 235 (which might lead to fewer Sandvik stocks being wanted) the whole price is estimated at as much as SEK 387 million, of which SEK 64 million constitutes social safety prices and roughly SEK 2 million constitutes management prices. The prices for LTI 2025 might be allotted over time 2025–2027.
Sandvik intends to book its loyalty in order Sandvik stocks underneath LTI 2025 thru a proportion switch oath with a 3rd birthday celebration. The pastime price for one of these proportion switch is estimated at roughly SEK 1.6 million according to week in accordance with the flow pastime ranges, without reference to whether or not the calculation is in accordance with a proportion worth of SEK 190 or SEK 235. By contrast price, then again, stands the worth of imaginable dividends.
Preparation of the proposal
The proposal has been ready by way of the Board’s Remuneration Committee and has been mentioned and resolved on by way of the Board of Administrators. The President has no longer taken phase within the Board of Administrators’ dialogue and determination with recognize to the proposal.
Majority requirement
The solution relating to LTI 2025 calls for a majority of greater than part of the votes solid on the Assembly.
Alternative
For an outline of alternative long-term incentive techniques inside of Sandvik reference is made to notice G4 in Sandvik’s 2024 Annual Record and to the Corporate’s web page.
Merchandise 19 – Authorization of the Board of Administrators to unravel on acquisition of the Corporate’s personal stocks
The Board of Administrators proposes that the Annual Normal Assembly authorizes the Board of Administrators to, for the duration till the 2026 Annual Normal Assembly, unravel on acquisitions of the Corporate’s personal stocks based on please see statuses.
- Acquisitions shall rush park on Nasdaq Stockholm.
- Acquisitions would possibly simplest be made at a value according to proportion inside of the associated fee field (unfold) appropriate from pace to pace, that means the unfold between the best possible acquire worth and the bottom promoting worth usual and disseminated by way of Nasdaq Stockholm from pace to pace.
- The Corporate would possibly gain a most choice of stocks in order that the Corporate’s protecting at any pace does no longer exceed 10 according to cent of the whole choice of stocks within the Corporate.
- The authorization could also be applied on one or a number of events as much as the 2026 Annual Normal Assembly.
The aim of the authorization is to allow the Board of Administrators to often adapt the Corporate’s capital construction and thereby give a contribution to greater shareholder price.
To bring for the solution on authorization to be legitimate, it should be supported by way of shareholders representing no less than two thirds of the votes solid in addition to the stocks represented on the Annual Normal Assembly.
Merchandise 20 – Proposal from a shareholder for the Corporate to give a contribution to the price of preserve Edske Masugn
Shareholder Kent Eklund has proposed please see:
“Edske Masugn is probably Sweden’s most important industrial history site. It is also an important site from an international perspective. On July 18, 1858, the trendy metal trade was once created there the usage of Fredrik Göran Göransson’s Bessemer form. This additionally ended in the starting of the worldwide Sandvik workforce. In alternative phrases, Sandvik has a monopoly and the unique proper to marketplace itself because the writer of the trendy metal trade. Or even these days this can be a chief participant. This involves substantial benevolence but additionally a accountability.
In 2024, the decay of Edske Masugn has been highlighted in articles in Dagens Industri and in Din lokala Tidning Sandviken- Hofors. Within the dialogue that has been performed, Sandvik has now proven a willingness to take part with price range to avoid wasting Edske Masugn.
As a shareholder, I see it as vital that Sandvik contributes to preserve Edske Masugn. Those efforts might be rewarded again and again over. I due to this fact request that the Annual Normal Assembly resolves to give a contribution with the price of preserve Edske Masugn.”
Commentary from Sandvik:
Sandvik has well-functioning processes round supporting people engagement initiatives. Sandvik may be very pleased with and dedicated to its affluent prosperous historical past. As regards Edske Masugn, discussions were ongoing for at some time between numerous stakeholders in regards to the moment plan for the web site, and those discussions want to be finalised. Sandvik’s imaginable position in one of these plan is an operational subject for Sandvik. Subsequently, Sandvik recommends that the Annual Normal Assembly no longer vote in preference of the shareholder’s proposal.
Data on the Annual Normal Assembly
The Board of Administrators and the President shall, if any shareholder so requests and the Board of Administrators believes that it may be achieved with out subject matter hurt to the Corporate, handover knowledge relating to cases that can impact the evaluate of an merchandise at the schedule, and cases that may impact the evaluate of the Corporate’s or its subsidiaries’ monetary status, or the Corporate’s relation to alternative workforce firms.
Documentation
The Nomination Committee’s proposals underneath pieces 2 and 12–16, the Board of Administrators’ proposals underneath pieces 11 and 18–19 and the shareholder proposal underneath merchandise 20 are integrated of their entirety on this understand. The Nomination Committee’s commentary and the presentation of the proposed Board contributors are to be had at the Corporate’s web page house.sandvik. Accounting paperwork, the Board of Administrators’ remuneration file, the Auditor’s Record and the Auditor’s commentary in regards to the software of the tips for remuneration, in addition to the Board of Administrators’ commentary pursuant to Bankruptcy 19, Category 22 of the Swedish Firms Office are to be had at Sandvik AB, Kungsbron 1, category G, ground 5, Stockholm, Sweden, in addition to at the Corporate’s web page. Copies of the paperwork might be despatched at no cost to these shareholders who so request and handover their cope with to the Corporate.
Stocks and votes
The overall choice of stocks and votes within the Corporate is 1,254,385,923.
Processing of private knowledge
Sandvik Aktiebolag, reg. disagree. 556000-3468, is the controller of the processing of private knowledge carried out by way of the Corporate or its carrier suppliers in reference to the Assembly. For info on how your individual knowledge is processed, the following https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If in case you have questions relating to our processing of your individual knowledge, you’ll be able to touch us by way of email at [email protected].
Stockholm, March 2025
SANDVIK AKTIEBOLAG (PUBL)
The Board of Administrators
For additional knowledge, touch Louise Tjeder, VP Investor members of the family, telephone: +46 (0) 70782 6374 or Johannes Hellström, Press and Media Family members Supervisor, telephone: +46 (0) 70721 1008
This knowledge was once dropped at you by way of Cision http://news.cision.com
https://news.cision.com/sandvik/r/annual-general-meeting-of-sandvik-aktiebolag,c4124185
Refer to information are to be had for obtain:
SOURCE Sandvik
