Sandvik fined by the Disciplinary Committee of the OMX Nordic Exchange Stockholm


The exchange-listed company Sandvik contravened generally acceptable practices  
in the securities market by circumventing the Swedish Companies Act's so-called 
Lex Leo rules. According to these rules, an exchange-listed company may not     
transfer the shares of a subsidiary to its president without the approval of a  
general meeting of shareholders. In the case in question, Sandvik transferred   
the shares in the subsidiary to a holding company owned by the president's      
daughter. The Exchange's Disciplinary Committee rules that Sandvik must pay a   
fine of one annual fee, corresponding to SEK 3 million.                         

According to the Exchange's listing agreement, the Disciplinary Committee must  
decide on sanctions against a company that disregards generally acceptable      
practices in the securities market. According to Swedish Companies Act's Lex Leo
rules, a public limited-liability company must obtain approval of a general     
meeting of shareholders for the transfer of shares in a subsidiary to the       
president of a group company or a legal entity over which that person has a     
controlling influence.                                                          

In May 2006, Sandvik sold all of the shares in its wholly owned subsidiary      
Edmeston AB to Edmeston Holding AB for slightly more than SEK 8 million. At that
time, all of the shares in Edmeston Holding were owned by a 24-year-old daughter
of Edmeston's president. In conjunction with the transfer, the holding company  
was represented by the father, who comprised the board of directors of the      
holding company. In March 2007, the daughter transferred all of the shares in   
the holding company to the father, who had been the president of Edmeston the   
whole time.                                                                     

The Disciplinary Committee notes that Sandvik was not permitted to transfer the 
shares in Edmeston to its president or to a company in which he had a           
controlling influence without approval by a general meeting of shareholders.    
According to the Committee, it is difficult to see that the structure of the    
transaction would be relevant in any way other than as an attempt to circumvent 
the Lex Leo rules. The circumvention took place in such a manner that there can 
be no doubt that Sandvik disregarded generally acceptable practices in the      
securities market. This infringement cannot be deemed minor or excusable. In    
determining disciplinary measures, the Committee takes into consideration the   
fact that the transaction involved relatively limited values and that there is  
nothing that indicates that the transaction did not benefit the shareholders.   
                                                                                
The Disciplinary Committee fined Sandvik AB one annual fee, corresponding to SEK
3 million.                                                                      

The following persons participated in the Committee's decision: Johan Munck,    
Hans Mertzig, Hans Edenhammar, Carl-Johan Högbom and Jack Junel.                
For further information:                                                        
Jonas Rodny, OMX Nordic Exchange Stockholm	+46 (0)8-405 72 67                   

About the Disciplinary Committee | The role of OMX Nordic Exchange in           
Stockholm's Disciplinary Committee is to consider suspicions regarding whether  
Exchange Members, brokers or listed companies have breached the rules and       
regulations applying on the Exchange. If the Exchange suspects that a member,   
broker or listed company has acted in breach of the Exchange's rules and        
regulations, the matter is reported to the Disciplinary Committee. The Exchange 
investigates the suspicions and pursues the matter and the Disciplinary         
Committee issues a ruling regarding possible sanctions. The sanctions possible  
for listed companies are a warning, a fine or delisting. The fines that may be  
imposed range from one to 15 annual fees. The sanctions possible for Exchange   
Members are a warning, a fine or debarment, while brokers may be warned or have 
their brokerage license rescinded. The Disciplinary Committee's Chairman and    
Deputy Chairman must be lawyers with experience of serving as judges. At least  
two of the other members of the Committee must have in-depth insight into the   
workings of the securities market.                                              

Members: Supreme Court Justice Johan Munck (Chairman), Supreme Court Justice    
Marianne Lundius (Deputy Chairman), Madeleine Leijonhufvud (professor), Stefan  
Erneholm (company director) and Hans Mertzig (company director). Deputy Members:
Hans Edenhammar (MBA), Claes Beyer (lawyer), Jack Junel (company director),     
Ragnar Boman (MBA) and Carl Johan Högbom (MBA).

Attachments

sandvik - pressmeddelande_eng.pdf