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 2017.
The Annual General Meeting decided on a dividend of SEK 5.50 per share to the shareholders and that the record date shall be Thursday, April 12, 2018. Payment of the dividend is expected to be made from Euroclear Sweden AB, on Tuesday, April 17, 2018.
Discharge from liability
The Board of Directors and the President were discharged from liability for the financial year 2017.
The Board of Directors
The following Board members were re-elected in accordance with the Nomination Committee’s proposal: Håkan Buskhe, Sten Jakobsson, Danica Kragic Jensfelt, Sara Mazur, Daniel Nodhäll, Bert Nordberg, Cecilia Stegö Chilò, Erika Söderberg Johnson, 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 1,750,000 to the Chairman of the Board, SEK 675,000 to the Deputy Chairman, and SEK 600,000 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 150,000 to the Chairman and SEK 90,000 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 2019, Special Projects Incentive 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 2019 (“LTI 2019”), consisting of three parts: Share Matching Plan 2019, Performance Share Plan 2019 and Special Projects Incentive 2019. LTI 2019 comprises a maximum of 1,340,000 Series B shares.
The Share Matching Plan 2019 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 2019 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 2019. The Performance Share Plan 2019 covers a maximum of 310,000 Series B shares in Saab.
Special Projects Incentive 2019 is directed at a maximum of 45 key employees, including the President. Special Projects Incentive 2019 is a complement to the Performance Share Plan 2019. Participation in the program also presupposes participation in the Performance Share Plan 2019 or the Share Matching Plan 2019. 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 2019 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 2019, 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 program and the Performance Share Plan 2019 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 130,000 Series B shares in Saab.
Furthermore, the Annual General Meeting also decided according to the Board’s proposal on Special Projects Incentive 2018 as a complement to Performance Share Plan 2018, which was adopted by the Annual General Meeting 2017. The program has performance period during the financial year 2018 and corresponding terms and conditions as the Special Projects Incentive 2019. It covers a maximum of 130,000 Series B shares in Saab.
The Annual General Meeting also decided to authorize the Board of Directors to decide on acquisition of a maximum of 1,470,000 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 2019 and Special Projects Incentive 2018, mainly social security costs. The Shareholders’ Meeting further decided that no more than 1,140,000 Series B shares may be transferred, free of consideration, to participants in LTI 2019 and Special Projects Incentive 2018. Transfers are normally made during the financial year 2021-2022 and in February 2023 according to the conditions for LTI 2019 and Special Projects Incentive 2018.
Acquisition and transfer of own shares
The Annual General Meeting decided on authorizing 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 authorization 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 authorized to, before the next Annual General Meeting, decide on transfer of own shares in connection with acquisition of companies. The purpose of the authorization 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.
Approval of transfer of shares in the subsidiary AD Navigation AS
The Annual General Meeting decided in accordance with the Board’s proposal to approve the Board’s resolution on transfer of shares in the subsidiary AD Navigation AS to TTL Holding AS.
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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.