Saab’s Annual General Meeting was held on 6 April 2022 in Linköping

Saab’s Annual General Meeting was held on 6 April 2022 in Linköping

On Saab’s website, you will soon be able to find President and CEO Micael Johansson´s speech as well as the speech of the Chairman of the Board, Marcus Wallenberg.

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 2021.

Dividend

The Annual General Meeting decided on a dividend of SEK 4.90 per share to the shareholders and that the record date shall be Friday 8 April 2022. Payment of the dividend is expected to be made from Euroclear Sweden AB, on Wednesday 13 April 2022.

Discharge from liability                                                                             

The Board of Directors and the CEO were discharged from liability for the financial year 2021.

The Board of Directors

In accordance with the Nomination Committee’s proposal, Lena Erixon was elected as new Board member and the following Board members were re-elected; Henrik Henriksson, Micael Johansson, Danica Kragic Jensfelt, Sara Mazur, Johan Menckel, Daniel Nodhäll, Bert Nordberg, Erika Söderberg Johnson, Marcus Wallenberg and Joakim Westh. Cecilia Stegö Chilò had declined re-election. Marcus Wallenberg was re-elected as Chairman of the Board. At the Board Meeting following the Annual General Meeting, Bert Nordberg was re-elected as Deputy Chairman of the Board.

Auditor

In accordance with the Nomination Committee’s proposal, the Annual General Meeting decided to re-elect PricewaterhouseCoopers AB as Auditor until the close of the Annual General Meeting 2023.

Fees to the Board of Directors and the Auditor

The General Meeting decided, in accordance with the Nomination Committee’s proposal, that the Board fees shall be SEK 2,065,000 to the Chairman of the Board, SEK 755,000 to the Deputy Chairman, and SEK 675,000 to each of the other Board members elected by the General Meeting and not employed by the Company. Compensation for work in the Audit Committee shall be SEK 285,000 to the Chairman and SEK 185,000 to each of the other Audit Committee members. Compensation for work in the Remuneration Committee shall be SEK 160,000 to the Chairman and SEK 100,000 to each of the other Remuneration Committee members. Fees to the Auditor are to be paid according to approved invoice.

Remuneration report

The Annual General Meeting decided to approve the Board of Directors’ report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act for the financial year 2021.

Long-term incentive program 2023 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 2023 (“LTI 2023”), consisting of three parts: Share Matching Plan 2023, Performance Share Plan 2023 and Special Projects Incentive 2023. LTI 2022 comprises a maximum of 1,730,000 shares of series B.

The Share Matching Plan 2023 covers all permanent employees. The participants can save up to five percent of the cash base salary, for purchase of shares of series B in Saab. 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 of series B by Saab free of consideration. The program covers a maximum of 1,200,000 shares of series B.

The Performance Share Plan 2023 is directed at a maximum of 200 key employees including the CEO. The participants can save up to 7.5 percent of the cash base salary for purchase of shares of series B in Saab. 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 a maximum of 2-7 performance shares for each purchased share, depending on the group belonging. A new complementing performance target is introduced in the Performance Share Program 2023, in line with the Company's objective to reduce its climate impact. The new performance target refers to CO2 reduction, i.e. reduction of greenhouse gas, and the target will have a weight of 10 percent. The financial performance target free cash flow has a decreased weight from 40 to 30 percent. The number of performance shares is thus linked to four performance targets: organic sales growth (30% weight), EBIT margin (30% weight), free cash flow (30% weight) and CO2 reduction (10% weight), during the financial year 2023. The Performance Share Plan 2023 covers a maximum of 300,000 shares of series B in Saab.

Special Projects Incentive 2023 is directed at a maximum of 100 key employees, including the CEO. Special Projects Incentive 2023 is a complement to the Performance Share Plan 2023. Participation in the program also presupposes participation in the Performance Share Plan 2023 or the Share Matching Plan 2023. The program entitles the employee to allotment of performance shares corresponding to a maximum of 15-52.5 per cent of the cash base salary for the financial year 2023 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 ten equally weighted performance targets during 2023, related to Saab’s special projects within the product areas Gripen, airborne radar systems (AEW&C), submarines, missiles, combat management systems and advanced pilot training systems. For the CEO and other members of the Group Management, allotment of performance shares in the program and the Performance Share Plan 2023 together, may in total amount to a maximum of 75 per cent of the cash base salary for the CEO and 60 per cent of the cash base salary for the other members of the Group Management. The program covers a maximum of 230,000 shares of series B in Saab.

The Annual General Meeting also decided to authorize the Board of Directors to decide on acquisition of a maximum of 1,730,000 shares of series B to secure delivery of shares to participants in Saab’s incentive program. The General Meeting further decided that no more than 1,730,000 shares of series B may be transferred, free of consideration, to participants in LTI 2023. Transfers are normally made during the financial year 2026 and in February 2027 according to the conditions for LTI 2023.

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 shares of series B up to a maximum of ten 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 was 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 960,000 shares of series B in order to cover certain expenses, mainly social security payments.

Shares and votes

The company has in total 135,845,847 shares, of which 2,383,903 are shares of series A with ten votes per share and 133,461,944 are shares of series B with one vote per share, which together represent 157,300,974 votes. The Company holds 3,880,588 own shares of series B, corresponding to 3,880,588 votes.

Saab is a leading defence and security company with an enduring mission, to help nations keep their people and society safe. Empowered by its 18,000 talented people, Saab constantly pushes the boundaries of technology to create a safer, more sustainable and more equitable world. Saab designs, manufactures and maintains advanced systems in aeronautics, weapons, command and control, sensors and underwater systems.

Saab is headquartered in Sweden. It has major operations all over the world and is part of the domestic defence capability of several nations.