The Nomination Committee’s reasoned statement regarding a proposal for a Board of Directors of SSAB AB (publ)

Sverker Martin Löf and Jan Johansson have notified the Nomination Committee that they are declining re-election as directors. The Nomination Committee proposes the re-election of the current directors Petra Einarsson, Kim Gran, Matti Lievonen, Martin Lindqvist, Annika Lundius, John Tulloch and Lars Westerberg, as well as the new election of Bengt Kjell. It is further proposed that Bengt Kjell be elected as Chairman of the Board.

The Nomination Committee’s proposal thus entails that during the coming mandate period the Board of Directors will comprise of eight members. Thus, a reduction compared with the current nine members.

The Nomination Committee has reviewed the evaluation made regarding the work of the Board. The evaluation demonstrates, among other things, that the current members of the Board possess a broad range of skills together with solid industrial and financial know-how, as well as knowledge of international conditions and markets. The new directors elected at the extra general meeting held in September 2014 have quickly familiarized themselves with, and obtained an understanding of, the Company’s specific conditions and strategy going forward. During 2015, focus will be placed in particular on the new conditions and opportunities arising from the acquisition of Rautaruukki. The directors have shown great involvement and attendance levels have been high. In addition, the work of the Board is characterized by an uninhibited work climate and constructive dialogue, together with a very positive climate of cooperation between the Board, the committees and the CEO. Thus, all in all the Nomination Committee has been able to conclude that the Board of Directors has functioned very well in its work.

Bearing in mind that the Board as currently composed has been active for barely half a year, the Nomination Committee believes that the need for stability and continuity in the work of the Board of Directors is particularly important, especially in light of the ongoing integration process with Rautaruukki and the increasing pressure for change and competition in the industry. The Nomination Committee will however continue to work for a more equal gender structure, taking into account also the Board's need for diversity and breadth in terms of competence, experience and background.

Against that background, the Nomination Committee makes the assessment that, in terms of expertise and experience, the proposed composition of the Board of Directors suitably meets the Company’s needs. In addition, the Nomination Committee makes the assessment that, with his solid expertise and experience of board work, Bengt Kjell is well-suited to serve on SSAB’s Board of Directors as Chairman. The Nomination Committee thus considers that the proposed composition of the Board of Directors is appropriate for meeting the demands that the Company’s operations will impose.

The Nomination Committee has compiled the information presented below about the proposed candidates (stated shareholdings include holdings of related persons and related companies), together with the Nomination Committee’s assessment of each candidate’s independence vis-à- vis the Company and its major owners:

Bengt Kjell Born: 1954 Holding: 30,000 shares Experience and current appointments: MBA, Stockholm School of Economics. President and CEO: AB Handel och Industri (since 2010). Board Chairman: Hemfosa Fastigheter AB and Skånska Byggvaror AB. Director: ICA Gruppen AB, Indutrade AB, Pandox AB and Swegon AB. Formally Vice President, Industrivärden and senior partner in Navet AB, as well as Board Chairman Kungsleden AB and director of Höganäs AB, Skanska AB and Munters AB. Independent in relation to the Company and its major owners. (As from April 1, 2015, Bengt Kjell is considered as not independent in relation to the Company’s major owners)

Petra Einarsson Born: 1967 Director since 2014 Shareholding: 0 Experience and current appointments: BSc. President of the Sandvik Materials Technology business area (since 2013). Director: Swedish Association of Industrial Employers and a member of the Council of the Swedish Steel Producers Association. Formerly Financial Manager at Sandvik Materials Technology and President of Sandvik Strip product area and President of Sandvik Tube product area. Independent in relation to the Company and its major owners.

Kim Gran Born: 1954 Directors since 2014 Holding: 22,260 shares Experience and current appointments: BSc (Econ), bergsråd . Board Chairman: Rubber Manufacturers’ Association of (RMAF). Deputy Board Chairman: Chemical Industry Federation of Finland and YIT plc. Director: plc, East Office of Finnish Industries Oy, and the Finnish-Russian Chamber of Commerce. Formerly President and CEO of Nokian Tyres plc, Managing Director of Pechiney Cebal, Corby UK, Marketing Director of Cebal-Printal, Devizes UK, Board Chairman of Rautaruukki and member of the Supervisory Board of Ilmarinen Mutual Pension Insurance Company. Independent in relation to the Company and its major owners.

Matti Lievonen: Born: 1958 Director since 2014 Holding: 15,333 shares Experience and current appointments: BSc (Eng), eMBA, bergsråd . President and CEO: Oil Corporation (since 2008). Board Chairman: Nynäs AB. Deputy Board Chairman: Chemical Industry Federation of Finland. Chairman of the Supervisory Board of Ilmarinen Mutual Pension Insurance Company. Formerly: Several senior positions in UPM-Kymmene, Deputy Chairman of the Confederation of European Paper Industries, Director of Rautaruukki and Finnish Oil and Gas Federation, EUROPIA and the Confederation of Finnish Industries. Independent in relation to the Company and its major owners.

Martin Lindqvist Born: 1962 Directors since 2011. Holding: 17,109 shares Experience and current appointments: B. Sc. in Economics. President and CEO of SSAB (since 2011). Chairman of the Employers’ organization with focus on industry. Director: Indutrade and Confederation of Swedish Enterprise. Formerly Head of business area SSAB EMEA, CFO of SSAB AB, CFO of SSAB Strip Products and Chief Controller, NCC. Independent in relation to the Company’s major owners but not independent in relation to the Company.

Annika Lundius Born: 1951 Director since 2011. Holding: 7,000 shares Experience and current appointments: LLM. Deputy Director-General of the Confederation of Swedish Enterprise. Director: Industrivärden and AMF Pension. Formerly Legal Director and Financial Counsel, Swedish Ministry of Finance. CEO: Swedish Insurance Industry and Employers Association. Independent in relation to the Company but not independent in relation to its major owners.

John Tulloch Born: 1947 Director since 2009. Holding: 15,000 shares Experience and current appointments: Bachelor of Agricultural Science (majored in Agricultural Economics) and Master of Science. Director: Russel Metals Inc. Formerly Executive Vice President, Steel & Chief Commercial Officer of IPSCO and Executive Vice President of SSAB and President Division i IPSCO. The Company has informed the Nomination Committee that John Tulloch has a consultancy agreement with SSAB’s American subsidiary, under which he is retained to advise on North American industry and customer issues. The consultancy engagement is a non-operational in nature and does not conflict with his appointment as a director. Independent in relation to the Company’s major owners but not independent in relation to the Company.

Lars Westerberg Born: 1948 Director since 2006. Holding: 10,000 shares Experience and current appointments: M. Sc. and MBA. Board Chairman: Husqvarna. Director: Volvo, Sandvik, Stena and Meda. Formerly President and CEO of Gränges as well as President, CEO and Chairman of Autoliv. Independent in relation to the Company and its major owners.