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Telephone: (312)236-1600 Cable Telex 02-53013 Wilblairco ChicagoWilliam Blair & Company135 South La Salle StreetChicago, Illinois 60603 EXHIBIT B March 25, 1992 Board of Directors Bandag, Incorporated Bandag Center Muscatine, Iowa 52761-5886 Dear Directors: In connection with the Recapitalization Proposal (“Recapitalization”) summarized below, the Board of Directors of Bandag, Incorporated (the “Corporation”) has requested our opinion as to certain effects of the adoption of the Recapitalization. Specifically you have requested our opinion as to the effects of the Recapitalization, from a financial point of view and under current market conditions, upon the market liquidity for the Common Stock or Class A Common Stock, upon the ability of investors to buy and sell Common Stock or Class A Common Stock and upon the Corporation s ability to raise capital through an offering or offerings of shares of the Class A Common Stock. You have also asked our opinion as to the effect of the Recapitalization upon the aggregate market value of the Company s common equity. The Recapitalization provides for among other things, (i) an increase in the number of authorized shares from 30,000,000 to 80,000,000; (ii) the creation of a new class of Common Stock to be designated Class A Common Stock; and (iii) the issuance of a dividend of one share of Class A Common Stock for each share of Common Stock and Class B Common Stock. The Common Stock and the Class A Common Stock will be substantially identical in all respects except that the Class A Common Stock will have no voting rights except as required by law. In addition, the Class A Common Stock would have the right to equal or greater dividends than the Common Stock. In arriving at our opinion we have (1) reviewed the Corporation s Proxy Statement; (2) studied the historical financial statements of the Corporation; (3) examined the historical market and volume data of the Corporation and of companies with multiple classes of common stock with different voting rights; (4) reviewed voting rights and other terms of the classes of common stock for companies included in (3) above; (5) analyzed data relating to the issuance of stock by companies with multiple classes of common stock with different voting rights; and (6) other analyses as we have deemed appropriate. Board of Directors Page 2 Bandag, Incorporated William Blair & Company, as part of its securities sales and trading business, is a member of the New York and American Stock Exchanges and a major market maker in the over-the-counter market for equity securities. William Blair & Company has acted as financial advisor to the Corporation in connection with the Recapitalization. Based on the foregoing and other factors we deem relevant, it is our opinion that, from a financial point of view and under current market conditions, the adoption of the Recapitalization and any subsequent implementation would not have a material adverse effect (1) upon the market liquidity for the Common Stock or Class A Common Stock; (2) upon the ability of investors to buy and sell Common Stock or Class A Common Stock; and (3) upon the Corporation s ability to raise capital through an offering or offerings of shares of the Class A Common Stock. In addition, it is our opinion that, from a financial point of view and under current market conditions, immediately after the announcement and implementation of the Recapitalizati on, the total market value of the Corporation s Common Stock, Class A Common Stock and Class B Common Stock will not be materially different than the total market value of the Corporation s existing Common Stock and Class B Common Stock immediately prior to the announcement and implementation of the Recapitalization. Sincerely, WILLIAM BLAIR & COMPANY By: E. David Coolidge Ill Bandag, Incorporated 4/1/92