Annual General Meeting of Saab AB

The shareholders in Saab Aktiebolag (publ) are invited to attend the Annual General Meeting at Annexet, Stockholm Globe Arenas, Globentorget 2, Stockholm, Sweden on Thursday, 7 April 2011 at 15.00 (CET). Admission from 13.30.

RIGHT TO PARTICIPATE AND NOTIFICATION

Only shareholders recorded in the Shareholders' Register issued by Euroclear Sweden AB (former VPC AB) on Friday, 1 April 2011, are entitled to participate in the Annual General Meeting after submitting a notification.

Shareholders who have appointed a bank's trustee department or other administrator to manage their shares must temporarily re-register the shares in their own name in order to be entitled to participate in the meeting after submitting a notification. Shareholders must request temporary re-registration a sufficient number of working days before Friday, 1 April 2011 in order to be entered in the Shareholders' Register in time.

Shareholders wishing to attend the Annual General Meeting must notify Saab not later than Friday, 1 April 2011

-   by telephone +46 13 18 20 55 (weekdays between 9 and 17),

-   by post with separately sent invitation, or under address Saabs Årsstämma, 

    Box 7839, SE-103 98 Stockholm, Sweden, or

-   via the website www.saabgroup.com/arsstamma. 

The notification must include the shareholder's name, personal identity number (if applicable), address and telephone number, and notification of the attendance of any assistants. If the shareholder is represented through a power of attorney, a registration certificate or other authorization document, this should be sent to Saab AB, CEO Office, Box 70363, SE-107 24 Stockholm, Sweden, in good time before the Annual General Meeting. Form of power of attorney is available on the Company’s website, www.saabgroup.com/arsstamma. 

AGENDA

The Agenda for the Annual General Meeting will be as follows:

1.    Election of Chairman for the Meeting

2.    Drawing up and approval of the voting list

3.    Approval of the Agenda

4.    Election of persons to verify the Minutes

5.    Motion as to whether the Meeting has been duly convened

6.    Presentation of the Annual Report and the Auditors' report, the Consolidated Annual Report and the Consolidated Auditors' report

7.    Address by the President

8.    Resolutions on:

(a)  Approval of the parent Company's Income Statement and Balance Sheet, and the Consolidated Income Statement and Balance Sheet

(b)  Allocations of profit according to the approved Balance Sheet and record date for dividend

(c)  Discharge from liability for the Board Members and the President

9.    Stipulation of the number of regular Board Members and the number of Auditors

10.  Stipulation of fees for the Board and the Auditors

11.  Election of regular Board Members

12.  The Board’s proposal for a resolution on changes in the Articles of Association

13.  Election of Auditors

14.  The Board’s proposal for a resolution on guidelines for remuneration and other terms of employment for senior executives

15.  The Board’s proposal for a resolution on long-term incentive programs

(a)  Share Matching Plan 2011

(b)  Performance Share Plan 2011                

16.  The Board’s proposal for resolution on acquisition and transfer of the Company’s own shares in respect of

(a)  authorization on acquisition and transfer of own shares on stock exchange

(b)  transfer of own shares to employees and on stock exchange for Share Matching Plan 2011

(c)   transfer of own shares to employees and on stock exchange for Performance Share Plan 2011

(d) transfer of own shares on stock exchange for Share Matching Plan 2007, 2008, 2009 and 2010, and for Performance Share Plan 2008, 2009 and 2010

(e)  Equity swap agreement with a third party

17.  Resolution regarding Nomination Committee

18.  Closing of the Annual General Meeting

DIVIDEND AND RECORD DATE (item 8b)

The Board proposes a dividend of SEK 3.50 per share and that the record date shall be Tuesday, 12 April 2011. Based on this date, Euroclear Sweden is expected to send out the dividend on Friday, 15 April 2011.

THE NOMINATION COMMITTEE’S PROPOSALS FOR CHAIRMAN OF THE ANNUAL GENERAL MEETING, BOARD OF DIRECTORS, AUDITORS AND FEES (items 1, 9, 10, 11 and 13)

The Nomination Committee consists of the following members: Petra Hedengran, Chairman (Investor AB), Peter Wallenberg Jr (Knut and Alice Wallenberg’s Foundation), Erik Feldt (Nordea Funds), Thomas Eriksson (Swedbank Robur Funds), and Marcus Wallenberg (Chairman of the Board of Saab) 

The Nomination Committee proposes the following resolutions.

-      Marcus Wallenberg for Chairman of the Annual General Meeting.

-      Ten Board Members and no deputy Board Members.

-      Unchanged board fees as follows: SEK 1,100,000 to the Chairman, and SEK 425,000 to each of the other Board Members elected by the Annual General Meeting and not employed by the Company, and compensation for committee work as follows: SEK 150,000 to the Chairman of the Audit Committee, and SEK 100,000 to each of the other committee members elected by the Annual General Meeting, and SEK 135,000 to the Chairman of the Remuneration Committee and SEK 80,000 to each of the other committee members elected by the Annual General Meeting. BAE Systems’ representative does not receive a fee.

-      Auditors’ fees to be paid according to approved invoice.

-      Re-election of Johan Forssell, Sten Jakobsson, Per-Arne Sandström, Cecilia Stegö Chilò, Åke Svensson, Lena Treschow Torell, Joakim Westh and Marcus Wallenberg. New election of Håkan Buskhe and Michael O’Callaghan. The Board Members Erik Belfrage and George Rose have declined re-election. Information about the proposed Board Members can be found on the Company’s website.

-       Re-election of Marcus Wallenberg for Chairman of the Board of Saab AB.

-      One registered accounting firm is proposed as auditor.

-       New election of the registered accounting firm PricewaterhouseCoopers AB as auditor until the close of the Annual General Meeting that is held during the fourth financial year after the election of the auditor.

CHANGE IN ARTICLES OF ASSOCIATION (item 12)

The Board proposes that paragraph 9 of the Articles of Association shall be changed as follows (proposed changes in italics).

Current wording:

One or two Auditors with or without Deputy Auditors shall be appointed to examine the Company’s Annual Report and accounts, as well as the administration of the Company’s affairs by the Board of Directors and the Managing Director. Either one or two registered accounting firms may be appointed as Auditor.

Proposed wording:

One or two Auditors with or without Deputy Auditors shall be appointed to examine the Company’s Annual Report and accounts, as well as the administration of the Company’s affairs by the Board of Directors and the Managing Director. Either one or two registered accounting firms may be appointed as Auditor. The appointment as Auditor shall apply until the close of the Annual General Meeting that is held during the fourth financial year after the election of the Auditor.

GUIDELINES FOR REMUNERATION AND OTHER TERMS OF EMPLOYMENT FOR SENIOR EXECUTIVES (item 14)

Background and reasons

The Remuneration Committee has evaluated the application of the guidelines for remuneration for senior executives of Saab that were resolved at the Annual General Meeting in 2010 and the current remuneration structures and remuneration levels in the Company.

The Remuneration Committee has thereby analyzed and evaluated the effectiveness and relevance of the short-term variable remuneration (Short Term Incentive, “STI”) for senior executives. Saab’s operations are mainly characterized by the development of technically advanced products and systems. They are marketed, further developed, produced and maintained during long periods of time, in some cases three to four decades, and generally entail substantial investments and long-term customer relations all over the world. The Remuneration Committee’s evaluation shows that short-term quantitative and qualitative targets in Saab’s operations are difficult to evaluate and measure. Long-term projects can only to a very limited degree be affected by an individual in the short-term. The Remuneration Committee considers that it is important that senior executives have a long-term view and a long-term commitment in the Company’s operations and profits, and that therefore long-term incentive is especially well suited to Saab and its shareholders.

The evaluation of the Long-Term Performance Share Plan has shown that the level of enrolment has decreased in the most recent programs. The conclusion of the evaluation is that the Performance Share Plan should be amended in order to achieve its purpose and have a positive effect on business and thus counterbalance the costs of the program.

As a result of the evaluation of the total compensation package for senior executives, the Remuneration Committee proposes to discontinue with the STI and replace them with revised long-term incentive programs together with an adjusted fixed salary.

The suggested revision of the long-term incentive programs in principal means that the number of shares that can be earned in the Performance Share Plan is reduced by one share and is replaced with one matching share without performance requirement. The savings amount allowed in the Performance Share Plan is maximized to 7.5 per cent of the gross salary. However, of the 7.5 per cent, only an amount of maximum 5 per cent of the gross salary can be the basis for allocation of matching shares. Technically this revision is accomplished by participants in the Performance Share Plan also enrolling in the Share Matching Plan that is open to all employees. The total savings amount however can never exceed 7.5 per cent of the gross salary.

The Remuneration Committee further proposes that the fixed salary for senior executives is adjusted in such a way that the adjustment will constitute reasonable compensation for the future loss of remuneration from the STI considering the historical outcome of such remuneration.

In light of the above, the Board of Directors proposes the following guidelines for remuneration of senior executives.

Guidelines

The Group Management and senior executives comprise the President and Chief Executive Officer and other members of the Group Management. The members of this group are presented on the Company’s website. In some special cases, these guidelines may also comprise Board Members of Saab AB, as described below. 

Saab shall offer market terms, enabling the Company to recruit and retain senior executives. To the greatest extent possible, remuneration structures shall be characterized by predictability with respect to both the cost for the Company and the benefit for the employee. They shall be based on factors such as position, competence, experience and performance. Benchmarking shall be practiced regularly relative to comparable industries and markets.

The Board shall be entitled to divert from the guidelines, if there are reasonable grounds to do so in an individual case.

The Board’s proposal is based mainly on agreements in effect between Saab AB and individual executives. No board fees are paid to members of the Group Management for participation on the boards of the business areas or Saab subsidiaries.

The Remuneration Committee is responsible for developing and reviewing remuneration and other employment terms for the Group Management.

These guidelines apply from the Annual General Meeting 2011. In terms of fixed salary, the guidelines shall apply from 1 January 2011.

Fixed remuneration

Cash remuneration shall consist of fixed salary. The fixed salary shall be reviewed annually as per 1 January for all members of the Group Management. The fixed salary shall be at market terms and based on factors such as position, competence, experience and performance.

Variable remuneration

It is important that senior executives have a long-term view and a long-term commitment in the Company’s operations and profits. Therefore long-term incentive is especially well suited to Saab and its shareholders.

The President and CEO and senior executives are entitled to participate in the long-term incentive programs resolved by the Annual General Meeting.

In extraordinary cases, agreements of a one-time nature for variable cash remuneration may be made provided that such agreements are made solely on an individual base for recruitment or retention purposes only, or as compensation for extraordinary efforts beyond the individual’s ordinary assignment. Such remuneration shall never exceed the amount of the fixed annual salary and shall not be paid more than once a year per individual. Resolutions on such cash remuneration shall be made by the Board based on a proposal from the Remuneration Committee.

Variable cash remuneration shall not be paid in other cases.

Other benefits

All members of the Group Management are entitled to a company car according to Saab’s regulations.

Pension

For pension agreements entered into after 1 January 2005, the pension age is 62. In addition to the ITP agreement, the pension is part of a defined contribution plan where provisions are made annually. For the President and CEO, the provision is equivalent to 35 per cent of his fixed salary, and for other executives the percentage is based on a set of regulations in the so-called Saab plan. The percentage is dependent on the number of years remaining until the age of retirement upon joining the plan.

Miscellaneous terms

Executives in the Group Management, including the President, may terminate their employment with six months’ notice. If the employment is terminated by Saab, the notice period is six months, and after the notice period, severance equal to one year’s salary is paid. An additional year’s salary is payable if no new employment has been obtained in the first 18 months from the time the notice of termination was served.

With respect to employment agreements made after 1 January 2005, and in cases where Saab terminates the employment, a maximum severance pay of 18 months is payable in addition to the six-month notice period. In both cases, any income from termination pay and severance pay will be deducted against income from other employment during the corresponding time.

Remuneration to Board Members

Board Members, elected by the Shareholders’ Meeting, may in special cases receive a fee for services performed within their respective areas of expertise, separately from their Board duties and for a limited period time. Compensation for these services shall be paid at market terms.

Incentive programs proposed to the Annual General Meeting 2011

The Board of Directors proposes that the Annual General Meeting resolves on the implementation of a Share Matching Plan 2011 and a Performance Share Plan 2011.

The terms and estimated costs for the Share Matching Plan 2011 and the Performance Share Plan 2011 will be presented in the Board’s complete proposal to the Annual General Meeting.

LONG-TERM INCENTIVE PROGRAMS (item 15)

Background and reasons for the proposals

The Board of Directors finds it essential and in all shareholders’ interest that employees in the Group have a long-term interest of a good value development of the share in the Company and therefore proposes the Annual General Meeting in view of this the below long-term incentive programs for employees: (a) Share Matching Plan 2011 and (b) Performance Share Plan 2011.

The purpose of the long-term incentive programs is to stimulate employees to continued loyalty and continued good performance. To participate in the programs it is required that the employee invests his/her own money. It is further the Board of Directors’ view that the incentive programs increase the Group’s attractiveness as an employer.

It is the intention of the Board of Directors to propose the Annual General Meeting long-term incentive programs also for 2012 in accordance with the now proposed principles.

Proposals, Long-Term Incentive Programs 2011

The Board has proposed the Annual General Meeting 2011 that the short-term variable remuneration to senior executives is discontinued and replaced by revised long-term incentive programs and by adjusted fixed salary. Further it has become evident in an evaluation of the Performance Share Plan that the enrolment level has decreased. The Plan should therefore be amended in order to achieve its purpose of having a positive effect on business and thus counterbalance the costs.

The suggested revision of the long-term incentive programs in principal means that the number of shares that can be earned in the Performance Share Plan 2011 is reduced by one share per participant, compared to programs in earlier years, and is replaced with one matching share free of consideration without performance requirement. The savings amount allowed in the Performance Share Plan 2011 is still maximized to 7.5 per cent of the gross salary, however 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 2011. The revision is technically accomplished by participants in the Performance Share Plan 2011 also enrolling in the Share Matching Plan 2011 and the savings amount in the Performance Share Plan 2011 is also counted as savings in the Share Matching Plan 2011.

In order to implement the Share Matching Plan 2011 and Performance Share Plan 2011, the Board of Directors proposes that no more than 1,340,000 shares of series B may be transferred to employees in the Saab Group and, moreover that a portion of the shares also may be transferred at the NASDAQ OMX Stockholm in order to cover inter alia social security payments.

The Board of Directors proposes that the Annual General Meeting resolves on the implementation of (a) Share Matching Plan 2011 that shall cover all employees and (b) Performance Share Plan 2011 for key employees, according to the principal guidelines below.

(a) Share Matching Plan 2011

The Board of Directors proposes that the Annual General Meeting resolves on the implementation of a Share Matching Plan 2011, including 1,040,000 shares of series B, according to the principal guidelines below.

1)    All employees within the Saab Group, with the exception of what is mentioned in item 3) below, will be offered to participate in the Share Matching Plan 2011.

2)    Employees who participate in the Share Matching Plan 2011 can during a 12 month period from the implementation of the plan, save up to maximum 5 per cent of the gross salary for the purchase of shares of series B on NASDAQ OMX Stockholm. If the purchased shares are retained by the employee for three years from the date of investment and the employment within the Saab Group has remained during the entire three-year period, the employee will be given by the Saab Group the corresponding number of shares of series B free of consideration.

3)    Participation in the Share Matching Plan 2011 presupposes that such participation is legally possible as well as possible with reasonable administrative cost and financial efforts according to the assessment of the Company. The Board of Directors shall however be entitled to implement an alternative incentive solution for employees in such countries where participation in the Share Matching Plan 2011 is not advisable. Such alternative incentive solution shall, as far as practically possible, correspond to the terms for the Share Matching Plan 2011.

In order for the Annual General Meeting’s resolution in accordance with the proposal under this item to be valid, shareholders representing more than 50 per cent of the votes cast must be in favour of such proposal or, in case of parity of votes, the Chairman of the meeting being in favour of such proposal.

(b) Performance Share Plan 2011

The Board of Directors proposes that the Annual General Meeting resolves on the implementation of a Performance Share Plan 2011, including 300,000 shares of series B, according to the principal guidelines below.

1)    Up to 285 key employees and the CEO with the exception of what is mentioned in item 3) below will be offered to participate in the Performance Share Plan 2011.

2)    Employees who participate in the Performance Share Plan 2011 can during a 12 month period from the implementation of the plan, save up to maximum 7.5 per cent of the gross salary for the purchase of shares of series B on NASDAQ OMX Stockholm. If the purchased shares are retained by the employee for three years from the date of investment and the employment within the Saab Group has remained during the entire three-year period, the employee will be entitled to the following matching of shares, free of consideration:

Group 1     Up to 250 employees in Management Teams, certain specialists and Project Managers may be entitled to a performance match of up to one share for each one purchased.

Group 2     Up to 20 Heads of Business Units may be entitled to a performance match of up to two shares for each one purchased.

Group 3     Up to 15 senior executives in the Group Management may be entitled to a performance match of up to three shares for each one purchased.

Group 4     The CEO may be entitled to a performance match of up to four shares for each one purchased.

3)    Participation in the Performance Share Plan 2011 presupposes that such participation is legally possible as well as possible with reasonable administrative cost and financial efforts according to the assessment of the Company. The Board of Directors shall however be entitled to implement an alternative incentive solution for employees in such countries where participation in Performance Share Plan 2011 is not advisable. Such alternative incentive solution shall, as far as practically possible, correspond to the terms for the Performance Share Plan 2011.

4)    The terms and conditions of performance match for employees are based on an average annual percentage growth rate in earnings per share (“EPS”) between 1 January 2012 and 31 December 2014, with EPS for the calendar year 2011 as the reference period. Matching of shares occurs between annual average EPS growth 5 and 15 per cent. No allocation of shares will occur if the annual average EPS growth is below 5 per cent. At 5 per cent annual average EPS growth an employee in group 2 – 4 who participates in the plan will be allocated one share for each one purchased. For an employee in group 1 who participates in the plan the allocation is fully linear. For a participant who has the possibility to receive more than one share, allocation of additional shares is linear up to 15 per cent annual average EPS growth. Maximum performance matching shares for employees in group 1 – 4 (i.e. one share, two shares, three shares and four shares respectively) will thus be allocated if the annual average EPS growth is at or above 15 per cent. The performance target shall be adjusted at the occurrence of an event affecting the operations of the Saab Group or the number of outstanding shares of the Company or otherwise affecting the performance target and deemed relevant by the Board of Directors. 

5)    Before the number of performance shares to be matched are finally determined, the Board of Directors shall examine whether the performance matching is reasonable considering the Company’s financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the Board of Directors, reduce the number of performance shares to be matched to the lower number of shares deemed appropriate by the Board of Directors.

In order for the Annual General Meeting’s resolution in accordance with the proposal under this item to be valid, shareholders representing more than fifty per cent of the votes cast must be in favour of such proposal or, in case of parity of votes, the Chairman of the meeting being in favour of such proposal.

ACQUISITION AND TRANSFER OF THE COMPANY’S OWN SHARES

(item 16)

(a) The Board proposes that the Board for the period until the next Annual General Meeting be empowered to make decisions both on the acquisition of the Company’s own shares of share class B on NASDAQ OMX Stockholm or through an offer to all shareholders, and, on the transfer of shares on stock exchange or in other way than on stock exchange bestowing the right to decide on deviations from the shareholders’ preferential rights and that payment be possible in other than monetary form. Repurchase shall be permitted whereby the Company’s own holding amounts to at most one tenth of all shares in the Company.

(b) The Board also proposes transfer of the Company’s shares of series B, in the maximum number of 1,040,000, to the employees in accordance with the long-term Share Matching Plan 2011 described in item 15 (a). Further the Company shall have the right to, prior to the next Annual General Meeting, on the stock exchange, transfer no more than 233,000 shares, out of the holding of 1,040,000 shares, in order to cover certain payments, mainly social security payments.

(c) The Board also proposes transfer of the Company’s shares of series B, in the maximum number of 300,000, to the employees in accordance with the long-term Performance Share Plan 2011 described in item 15 (b). Further the Company shall have the right to, prior to the next Annual General Meeting, on stock exchange, transfer no more than 67,000 shares, out of the holding of 300,000 shares, in order to cover certain payments, mainly social security payments.

(d) The Board also proposes that the Company shall have the right to as a result of the Company’s Share Matching Plan 2007, 2008, 2009 and 2010, and the Performance Share Plan 2008, 2009 and 2010, prior to the next Annual General Meeting, on stock exchange, transfer no more than

       1 150 000 shares of series B, in order to cover certain payments, mainly social security payments.

(e) In the event that the required majority is not reached under item 16 (b) and/or 16 (c) above, the financial exposure of Share Matching Plan 2011 and Performance Share Plan 2011 shall be hedged by the Company being able to enter into an equity swap agreement with a third party, under which the third party shall, in its own name, acquire and transfer shares in the Company to employees covered by the plans. The cost for the swap is found in the complete proposal.

A valid resolution by the shareholders’ meeting according to the proposals under this item 16 (a) and (d) requires that shareholders representing at least 2/3 of both the votes cast and the shares represented at the meeting vote for the proposals.

A valid resolution by the shareholders’ meeting according to the proposals under this item 16 (b) and (c) requires that shareholders representing at least 9/10 of both the votes cast and the shares represented at the meeting vote for the proposals.

A valid resolution by the shareholders’ meeting according to the proposal under item 16 (e) requires that shareholders representing more than 50 per cent of the votes cast vote for the proposal or, in case of parity of votes, the Chairman of the meeting being in favour of such proposal.

The purpose of the proposed repurchase facility is to allow the Board increased scope for action in working with the Company’s capital structure or the financing of the Company’s acquisitions and in accordance with what is described above, to give the Company the possibility to transfer shares to the employees and secure the associated costs under the Company’s long-term Share Matching Plans and Performance Share Plans.

 

NOMINATION COMMITTEE (item 17)

The Nomination Committee submits the following proposals for a Nomination Committee process.

1)   That the Company appoints a Nomination Committee consisting of one representative for each of the four shareholders or group of shareholders with the largest number of votes according to section 2 below, which desires to appoint a representative, in addition to the Chairman of the Board. If any shareholder wishes to abstain from exercising his right to appoint a representative, the shareholder who thereby becomes the shareholder with the largest number of votes shall appoint a representative. The names of the four owner representatives and the names of the shareholders they represent shall be made public no later than six months before the Annual General Meeting. The term of the Nomination Committee shall continue until a new Nomination Committee has been appointed. Unless members agree on an alternative, the Chairman of the Nomination Committee shall be that member who represents the shareholder with the largest number of votes.

2)    That the Nomination Committee shall be formed based on the shareholder statistics from Euroclear Sweden AB, as per the last banking day in August the year before the Annual General Meeting, and on other reliable ownership information that has been provided to the Company at this point of time. In the assessment of which shareholders are the four largest in terms of votes, a group of shareholders shall be regarded as one owner provided that they (i) have been grouped together in the Euroclear Sweden system or (ii) have made public and notified the Company in writing that they have agreed in writing to have a long-term unified conduct regarding the management of the Company through coordinating the use of their voting rights.

3)   That if, prior to two months before the Annual General Meeting, one or more of the shareholders who have appointed members of the Nomination Committee are no longer among the four shareholders with the largest number of votes, the members appointed by these shareholders shall offer their places for re-appointment and the shareholder/s subsequently classed among the four shareholders with the largest number of votes shall, after having contact with the Chairman of the Nomination Committee, be entitled to appoint their representatives. Unless there are special reasons, no changes shall, however, be made to the composition of the Nomination Committee if only marginal changes have occurred in the number of votes.

A shareholder that has become one of the four largest shareholders due to a significant change in number of votes later than two months before the Annual General Meeting shall, instead of having the right to appoint a member of the Nomination Committee, have the right to appoint a representative that shall be co-opted to the Nomination Committee.

A shareholder who has appointed a representative as member of the Nomination Committee shall be entitled to remove that representative and to appoint a new representative as member of the Nomination Committee. Changes in the composition of the Nomination Committee shall be made public as soon as they have taken place.

4)   The Nomination Committee shall produce proposals concerning the following items to be presented to the Annual General Meeting for resolution:

(a)  nomination for Chairman of the Annual General Meeting,

(b)  nominations for the Board,

(c)  nomination for Chairman of the Board,

(d)  proposals for remuneration to the Board, divided between the Chairman      and other members of the Board, and for remuneration for committee work,

(e)   proposals for election of auditors (where applicable), and

(f)    proposals for fees to the Company’s auditors

5)   That the Nomination Committee in its assignment shall fulfil the duties that according to the Corporate Governance Code falls upon the Nomination Committee and that the Company at the request of the Nomination Committee shall provide personnel resources such as a secretarial function in the Nomination Committee in order to facilitate the work of the committee. Where the need arises, the Company shall also pay reasonable expenses for external consultants considered by the Nomination Committee to be necessary for the committee to fulfil its duties.

SHARES AND VOTES

As of 3 March 2011, the Company has in total 109,150,344 shares, of which 1,907,123 shares of series A with ten votes per share and 107,243,221 shares of series B with one vote per share, which together represent 126,314,451 votes. As of the same day, the Company holds 4,328,186 own shares of series B, corresponding to 4,328,186 votes that cannot be represented at the Annual General Meeting.

INFORMATION AT THE ANNUAL GENERAL MEETING

The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the Company’s or its subsidiaries’ financial situation and the Company’s relation to other companies within the Group. Shareholders that wish  to submit questions in advance may send them to Saab AB, CEO Office, Box 70363, SE-107 24 Stockholm, Sweden.

DOCUMENTS

Accounting documents, Audit Report and Auditors’ opinion on the application of the remuneration guidelines together with the complete proposals under items 14, 15 and 16 will be available at the Company Saab AB, CEO Office, Box 70363, SE-107 24 Stockholm, Sweden and on the website of the Company www.saabgroup.com/arsstamma as of 16 March 2011. The documents will be sent free of charge to shareholders who request them and state their address.

Linköping, March 2011

Saab Aktiebolag (publ)

The Board of Directors

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

www.saabgroup.com (http://www.saabgroup.com/)

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 3 March at 10.00.
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