Report from Saab AB Annual General Meeting 2012
Saab AB has today, April 19, 2012, held the Annual General Meeting in Stockholm.
All members of the Saab Board of Directors were re-elected. The Saab Board of Directors therefore consists of Håkan Buskhe, Johan Forssell, Sten Jakobsson, Per-Arne Sandström, Cecilia Stegö Chilò, Åke Svensson, Lena Treschow Torell, Marcus Wallenberg and Joakim Westh. Marcus Wallenberg was re-elected by the General Meeting as Chairman of the Board of Saab AB. At the statutory Board meeting following the Annual General Meeting, Sten Jakobsson was elected Vice Chairman of the Board.
A web cast of CEO Håkan Buskhe’s presentation at today’s Annual General Meeting is available on Saab’s website: http://www.saabgroup.com/About-Saab/Investor-relations/Corporate-governance/Annual-General-Meeting/
Approval of Income Statement and Balance Sheet
Item 8 a on the Agenda
The Annual General Meeting approved the parent Company’s Income Statement and Balance Sheet, and the Consolidated Income Statement and Balance Sheet for 2011.
Item 8 b on the Agenda
The Annual General Meeting decided on a dividend of SEK 4.50 per share to the shareholders and that the record date shall be Tuesday, April 24, 2012. Payment of the dividend is expected to be made from Euroclear Sweden AB, on Friday, April 27, 2012.
Discharge from liability
Item 8 c on the Agenda
The Board of Directors and the President were discharged from liability for the financial year 2011.
Fees to the Board of Directors’ and the Auditor
Item 10 on the Agenda
The General Meeting decided to increase the board fees for 2012 to SEK 1,165,000 to the Chairman of the Board, SEK 480,000 to the Vice Chairman of the Board, and SEK 450,000 to each of the other Board members elected by the shareholders’ meeting and not employed by the Company. The unchanged compensation for committee work is SEK 150,000 to the Chairman of the Audit Committee, and SEK 100,000 to each of the other Audit Committee members, elected by the shareholders’ meeting, and SEK 135,000 to the Chairman of the Remuneration Committee and SEK 80,000 to each of the other Remuneration Committee members elected by the shareholders’ meeting.
Fees to the Auditor are to be paid according to approved invoice.
Guidelines for remuneration
Item 12 on the Agenda
The Annual General Meeting decided in accordance with the Board’s proposal of guidelines for remuneration and other terms of employment for senior executives for the year 2012. In consideration of a general review of senior executive employment agreements, the General Meeting decided on certain clarifications in the guidelines pertaining to customary executive benefits and to the “Saab Plan” that regulates pension terms.
Long-term incentive programs
Item 13 on the Agenda
The Annual General Meeting decided in accordance with the Board’s proposal of the long-term incentive programs for 2012. As in earlier years, the shareholders’ meeting approved a Share Matching Plan and a Performance Share Plan.
Share Matching Plan 2012 covers all employees, including those covered by the Performance Share Plan 2012. The program gives the employees a possibility to save up to 5 percent of the gross salary, for purchase of Saab shares of series B to market value. If the purchased shares are retained by the employee for three years and employment with the Saab Group continues, the employee will be granted shares for each purchased share free of consideration. The program covers a maximum of 1,040,000 shares of series B.
The Performance Share Plan 2012 is directed at 286 key people, including the CEO. This program gives the employee 1-4 shares free of consideration for each purchased share (in addition to the shares granted through the Share Matching Plan 2012). The matching of the shares is dependent on achievement of a performance target which is average annual growth in earnings per share between 5 and 15 per cent. The employee can, within the Performance Share Plan 2012, save up to 7.5 percent of the gross salary for purchase of Saab shares of series B, whereof only an amount of maximum 5 per cent of the gross salary can be the basis for allocation of matching shares free of consideration in the Share Matching Plan. The Performance Share Plan thus comes with a certain level of risk and is connected to performance. The program covers a maximum of 300,000 shares of series B.
Acquisition and transfer of the Company’s own shares
Item 14 on the Agenda
The Annual General Meeting authorized the Board to decide on the acquisition of own shares, however only up to a maximum of 10 percent of the total number of shares in the Company, and the transfer of own shares of series B. The purpose of the authorization is to allow the Board an increased scope for action in working with the Company’s capital structure or in connection with the financing of the Company’s acquisitions as well as to give the Company the possibility to transfer shares to the employees and secure the associated costs under the long-term Share Matching Plans and the Performance Share Plans.
The Annual General Meeting also resolved on the transfer of a maximum of 1,040,000 shares of series B to the employees in accordance with the Share Matching Plan 2012, and to cover mainly social security payments, as well as the transfer of a maximum of 300,000 shares of series B to employees in accordance with the Performance Share Plans 2012, and to cover mainly social security payments.
The Annual General Meeting also decided that the company shall have the right to, in consideration of the Share Matching Plans 2008, 2009, 2010 and 2011, and the Performance Share Plans 2009, 2010 and 2011, before the next Annual General Meeting, over the stock exchange transfer a maximum of 1,088,000 shares of series B in order to cover certain expenses, mainly social security payments.
Saab serves the global market with world-leading products, services and solutions ranging from military defence to civil security. Saab has operations and employees on all continents and constantly develops, adopts and improves new technology to meet customers’ changing needs.
For further information, please contact:
Saab Press Centre, +46 (0)734 180 018
Saab Investor Relations, Ann-Sofi Jönsson, +46 (0)734 187 214
The information is that which Saab AB is required to declare by the Securities Business Act and/or the Financial instruments Trading Act. The information was submitted for publication on April 19 at 18:00.