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Board proceedings during 2025

In 2025, the Board held 13 meetings. Throughout the year, the Board addressed a broad range of topics, including the strategic objectives for 2025, CSRD and sustainability reporting, and updates on the Sandvik strategic objectives Digital Shift and Customer’s First Choice.

The Board also addressed matters relating to innovation deep dives, the separation of business area Machining & Intelligent Manufacturing into two business areas, enterprise risk management, succession planning and talent management, as well as investments and review of previously made investments.

A particular focus during the year was the Sandvik strategy and financial targets for 2030, both at Group level and within the business areas. The Board also discussed mitigating measures in response to tariffs and currency impacts. All business area Presidents presented their goals and strategies, and the Board reviewed the strategies and results from several divisions. In addition, the Board handled matters relating to the acquisition of Osa Demolition Equipment S.r.l. and reviewed previously made acquisitions and divestments.

The Remuneration Committee, Audit Committee and the Acquisitions and Divestitures Committee reported from their respective meetings. For the Audit Committee, this included accounting principles, financial outcome, enterprise risk management, compliance, Speak Up and Code of Conduct, internal control and internal audit, as well as findings from the external audit. The Committees also submitted matters for resolution by the Board and their minutes and reports were made available to the Board members.

In the autumn of 2025, the Board traveled to Perth, Australia, to visit the production sites of business areas Rock Processing and Mining and to meet with local customers.

Remuneration of the Board

As resolved at the 2025 Annual General Meeting, the fee to the Chairman of the Board was SEK 3,125,000 and the fee to each of the non-executive Board members elected by the General Meeting was SEK 830,000.

In addition, SEK 370,000 was paid to the Chairman of the Audit Committee and SEK 210,000 to each of the other Committee members, in total SEK 790,000. The Chairman of the Remuneration Committee was paid SEK 175,000 and each of the other Committee members SEK 138,000, in total SEK 451,000. The Chairman of the Acquisitions and Divestitures Committee was paid SEK 237,000 and each of the other Committee members SEK 175,000, in total SEK 587,000.

For more detailed information on remuneration of the Board members, see note G4 in the Annual report.

Evaluation of the work of the Board

To ensure the quality of the work of the Board, optimize the work processes and identify the possible need for further expertise and experience, the work of the Board and its members is evaluated annually. In 2025, the evaluation was led by the Chairman of the Board, without the involvement of an independent third party, and was carried out by each Board member responding anonymously to an online questionnaire. The Chairman also held separate evaluation discussions with all Board members. The compiled results of the evaluations were analyzed and subsequently presented to the Board as well as to the Nomination Committee.

Attendance at Board and Committee meetings in 2025
Member Board Audit
Committee
Remuneration
Committee
Acquisitions and Divestitures Committee
Total number of meetings 13 5 3 3
Claes Boustedt 13 5 3
Marika Fredriksson 13
Fredrik Håf 13
Carl-Åke Jansson 12
Thomas Lilja 13
Johan Molin 13 5 3 3
Andreas Nordbrandt 13
Susanna Schneeberger 13

Jessica Smedjegård

13
Helena Stjernholm 13 5 3 3
Stefan Widing 13
Kai Wärn 12 3

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