Saab’s Annual General Meeting 2017
Defence and security company Saab’s Annual General Meeting was held on 5 April 2017, in Stockholm.
At Saab’s website you will find President and CEO Håkan Buskhe’s speech as well as the speech of the Chairman of the Board, Marcus Wallenberg. Please see the following link: http://saabgroup.com/about-company/corporate-governance/annual-general-meeting-2017/
Approval of Income Statement and Balance Sheet
The Annual General Meeting approved the Parent Company’s Income Statement and Balance Sheet, and the Consolidated Income Statement and Balance Sheet for the financial year 2016.
Dividend
The Annual General Meeting decided on a dividend of SEK 5.25 per share to the shareholders and that the record date shall be Friday, April 7, 2017. Payment of the dividend is expected to be made from Euroclear Sweden AB, on Wednesday, April 12, 2017.
Discharge from liability
The Board of Directors and the President were discharged from liability for the financial year 2016.
The Board of Directors
Danica Kragic Jensfelt, Daniel Nodhäll and Erika Söderberg Johnson were elected as new Board members in accordance with the Nomination Committee’s proposal. Furthermore, the following Board members were re-elected: Håkan Buskhe, Sten Jakobsson, Sara Mazur, Bert Nordberg, Cecilia Stegö Chilò, Marcus Wallenberg and Joakim Westh. Marcus Wallenberg was re-elected as Chairman of the Board. At the Board Meeting following the Annual General Meeting, Sten Jakobsson was re-elected as Deputy Chairman of the Board.
Fees to the Board of Directors and the Auditor
The Shareholders’ Meeting decided, in accordance with the Nomination Committee’s proposal, that the Board fees shall be SEK 1,550,000 to the Chairman of the Board, SEK 640,000 to the Deputy Chairman, and SEK 570,000 to each of the other Board members elected by the Shareholders’ Meeting and not employed by the Company. Compensation for work in the Audit Committee shall be SEK 225,000 to the Chairman, and SEK 150,000 to each of the other Audit Committee members. Compensation for work in the Remuneration Committee shall be SEK 135,000 to the Chairman and SEK 80,000 to each of the other Remuneration Committee members. Fees to the Auditor are to be paid according to approved invoice.
Guidelines for remuneration and other terms of employment
The Annual General Meeting decided in accordance with the Board’s proposal of guidelines for remuneration and other terms of employment for senior executives.
Long-term incentive program 2017/2018 and acquisition and transfer of own shares
The Annual General Meeting decided in accordance with the Board’s proposal of a long-term incentive program 2017/2018 (“LTI 2017/2018”), that consists of a Share Matching Plan 2018 (unchanged), Performance Share Plan 2018 (unchanged) and a new Special Projects Incentive 2017. LTI 2017/2018 comprises a maximum of 1,340,000 Series B shares.
The Share Matching Plan 2018 covers all permanent employees. The participants can save up to 5 percent of the base salary, for purchase of Saab Series B shares. If the purchased shares are retained for three years and employment within the Saab Group continues, the employee will be granted a corresponding number of shares by Saab free of consideration. The program covers a maximum of 900,000 Series B shares.
The Performance Share Plan 2018 is directed at a maximum of 175 key employees including the President. The participants can save up to 7.5 percent of the base salary for purchase of Saab Series B shares. If the purchased shares are retained for three years and employment within the Saab Group continues, the employee is entitled to matching of performance shares, free of consideration, provided that the performance targets are met. The program entitles the employee to allotment of 2-7 performance shares for each purchased share, depending on the group belonging. The number of performance shares is linked to three performance targets: organic sales growth, EBIT margin and free cash flow during the financial year 2018. The Performance Share Plan 2018 covers a maximum of 360,000 Series B shares in Saab.
Special Projects Incentive 2017 is directed at a maximum of 45 key employees, including the President. Special Projects Incentive 2017 is a complement to the Performance Share Plan 2016. Participation in the new program presupposes participation in the Performance Share Plan or the Share Matching Plan. The program entitles the employee to allotment of performance shares corresponding to 15-52.5 per cent of the cash base salary for the financial year 2017 depending on group belonging, provided that the employment remains for three years and that performance targets are reached. The allotment of performance shares are based on the achievement of eight equally weighted performance targets during 2017, related to Saab’s special projects within the product areas Gripen, airborne radar systems (AEW&C) and submarines. For the President and other members of the Group Management, allotment of performance shares in the new program and the Performance Share Plan together, may in total amount to a maximum of 75 per cent of the cash base salary for the President and 60 per cent of the cash base salary for the other members of the Group Management. The program covers a maximum of 80,000 Series B shares in Saab.
The Annual General Meeting also decided to authorise the Board of Directors to decide on acquisition of a maximum of 1,340,000 Series B shares to secure delivery of shares to participants in Saab’s incentive program and for subsequent transfers on the stock exchange to cover certain costs associated with LTI 2017/2018, mainly social security costs. The Shareholders’ Meeting further decided that no more than 1,340,000 Series B shares may be transferred, free of consideration, to participants in LTI 2017/2018. Transfers are normally made during the financial year 2020-2021 and in February 2022 according to the conditions for LTI 2017/2018.
Acquisition and transfer of own shares
The Annual General Meeting decided on authorising the Board to, before the next Annual General Meeting, decide on the acquisition of Series B shares up to a maximum of 10 percent of the total number of shares in the Company. The purpose of the authorisation is to be able to adjust the Company’s capital structure and thereby contribute to an increased shareholder value as well as to enable a continuous use of acquired shares in connection with potential acquisitions of companies and for the Company’s share-related incentive programs.
The Board of Directors were further authorised to, before the next Annual General Meeting, decide on transfer of own shares in connection with acquisition of companies. The purpose of the authorisation is to provide the Board of Directors with increased scope for action in connection with financing of acquisitions of companies.
It was also decided that the Company shall have the right to, in consideration of earlier years established incentive programs, before the next Annual General Meeting, over the stock exchange transfer a maximum of 1,200,000 Series B shares in order to cover certain expenses, mainly social security payments.
For further information, please contact:
Saab Press Centre,
+46 (0)734 180 018
presscentre@saabgroup.com
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Saab serves the global market with world-leading products, services and solutions within military defence and civil security. Saab has operations and employees on all continents around the world. Through innovative, collaborative and pragmatic thinking, Saab develops, adopts and improves new technology to meet customers’ changing needs.