Sandvik Aktiebolag's Annual General Meeting 1999

SANDVIK AKTIEBOLAG'S ANNUAL GENERAL MEETING 1999 In his address to the shareholders at Sandvik AB's Annual General Meeting on 29 April 1999, Chief Executive Officer Clas Åke Hedström commented on the 1998 fiscal year, development in the first quarter of this year and Sandvik's strength factors for continued success. He addressed the major structural changes which occurred this year, involving the sale of Saws and Tools, and Sorting Systems. As a result of these structural measures, resources are focused on the Group's main areas - Tooling, Mining and Construction, and Specialty Steels - in which the technology content is large and Sandvik is the world leader within selected niches. Clas Åke Hedström also presented some of the areas assigned priority during 1999. Integration and restructuring are proceeding according to plan. Among other effects, alignment to business conditions has resulted in a reduction in the number of employees by about 1,500 during the past six months. Other important areas are continued investment in R&D, increased market shares and focusing on productivity, in which the comprehensive investments carried during the past year are now expected to yield results. The Meeting approved the Board's proposal of a dividend of SEK 7.00 per share for fiscal year 1998. This represents a payout ratio of 86%. The Meeting approved 4 May as the record date, which means that the distribution of dividends is expected to occur on 11 May 1998. The following were elected members of the Board: Percy Barnevik, Georg Ehrnrooth, Per-Olof Eriksson, Clas Åke Hedström, Clas Reuterskiöld and Mauritz Sahlin (all re-elected) as well as Arne Mårtensson (newly elected) and Lars Nyberg (newly elected). The auditors are: Authorized Public Accountants Lars Svantemark and Bernhard Öhrn. Deputy auditors: Authorized Public Accountants Peter Markborn and Åke Näsman. The employee representatives appointed to the Board are: Bo Boström (member), Göran Lindstedt (member), Jan Broberg (deputy) and Birgitta Karlsson (deputy). The Meeting decided, in accordance with the Board's proposal, to implement an ownership program directed to the employees of the Sandvik Group, with the exception of the employees of the Seco Tools Group. The offer, which comprises two programs, is directed to employees of the Sandvik Group in Sweden, who are entitled to subscribe for convertible debentures, and to employees of the Sandvik Group outside Sweden, who are entitled to acquire warrants. The warrant program will not be offered to employees in countries where legal, administrative or financial circumstances impede or prevent its implementation. The convertible debenture loan shall not exceed a nominal amount of SEK 1,000 M and the term of the loan shall be between 2 July 1999 and 30 June 2004. The annual interest of the loan will be equal to the STIBOR rate less 0.75%. The conversion price is SEK 219, which corresponds to 125% of the average price of the Sandvik B share between 15 and 28 April 1999, less the dividend of SEK 7. Conversion to new Sandvik B shares shall be possible between 2 July 2001 and 31 May 2004. Each warrant shall entitle its owner to subscribe for one newly issued Sandvik B share between 2 July 2001 and 31 May 2004. The exercise price is SEK 219, which corresponds to 125% of the average price of the Sandvik B share between 15 and 28 April 1999, less the dividend of SEK 7. The price of one warrant is SEK 20, which has been calculated by Enskilda Securities, based on generally accepted valuation principles. At full conversion of the convertibles and full exercise of the warrants, the issues will result in a dilution of approximately 3.2% of the number of shares and 0.4% of the number of voting rights. A Special General Meeting will be held to address the issue of selling the Saws and Tools business area. Shareholders representing more than 50% of the votes in Sandvik AB support the proposal. The Wilhelm Haglund Medal for the year's best product development in the Group was awarded to Gérard Romagnolo and Daniel Tartavez at Sandvik Hard Materials in France for development of tools in cemented carbide for cutting of various types of fiber materials. Sandviken, 29 April 1999 Sandvik AB; (publ) Further information can be obtained by telephone: +46 (0)26 26 10 01. ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/1999/04/29/19990429BIT00910/bit0001.doc http://www.bit.se/bitonline/1999/04/29/19990429BIT00910/bit0002.pdf