Saab 2012 Annual Report Download - page 129

Shareholders’ meeting and number of shares
Pursuant to the Swedish Companies Act, the Shareholders’ Meeting
is the highest decision-making body within a company. At a Share-
holders’ Meeting, the shareholders are given the possibility to exer-
cise their voting rights. The Annual General Meeting shall be held
within six months after the end of each nancial year. At the Annual
General Meeting, resolutions are made relating to matters such as
the annual report, dividend, election of Board members, Board fees
and auditors fees as well as adoption of principles for remuneration
of senior executives and, when applicable, election of external audi-
tor and other matters stipulated in the Companies Act. The Annual
General Meeting of Saab was held on the 19 April 2012 in Stockholm.
461 shareholders were represented at the meeting, corresponding to
approximately 63 per cent of the total voting rights in the company.
This year the Annual General Meeting will be held on the 17 April
2013 in Stockholm. For further information please see page 135.
Saab’s share capital amounted to SEK 1,746,405,504 on
31 December, 2012 and consisted of 1,907,123 series A shares and
107,243,221 series B shares. Series A shares have ten votes each,
while series B shares have one vote each. One series A share may,
on demand of the owner, be converted into one series B share. The
Saab shares are registered with Euroclear Sweden AB. The quota
value per share is SEK 16. The series B shares are listed on NASDAQ
OMX Stockholm on the large cap list. The series A shares are not
listed. A round lot consists of 100 shares. All series A shares are
owned by Investor AB.
Largest shareholders, 31 December 2012
According to SIS Ownership Service
Share of
capital, %
Share of
votes, %1)
Investor AB, Sweden 30.0 40.6
Wallenberg Foundations 8.7 7.7
Swedbank Robur Funds, Sweden 5.5 4.9
SHB Funds, Sweden 3.2 2.8
AFA Insurance, Sweden 3.1 2.8
Unionen, Sweden 2.7 2.4
SEB Funds, Sweden 2.3 2.0
Fourth AP Fund, Sweden 1.8 1.6
Nordea Funds 1.5 1.3
Länsförsäkringar Funds, Sweden 1.5 1.3
Total 60.3 67.4
1) Share of votes, % is calculated based on the number of shares, excluding Treasury shares, at year-end.
At the end of December 2012, Saab held 3,219,515 own shares of
series B shares, corresponding to approximately 2.9 per cent of the
share capital. For additional information about the ownership struc-
ture, see pages 136-139. The Board of Directors has an authorisation
from the Shareholders’ Meeting to repurchase shares. See page 57
for further information.
Nomination Committee
According to the Nomination Committee process, which was
adopted at the Annual General Meeting in 2011 and applies until fur-
ther notice, Saab shall have a Nomination Committee consisting of
one representative of each of the four shareholders or groups of
shareholders with the greatest number of votes, along with the Chair-
man of the Board. The names of the four shareholder representatives
and the shareholders they represent shall be announced at least six
months prior to the Annual General Meeting based on known voting
rights as per the last business day in August the year before the
Annual General Meeting. The nomination committee process
includes procedures, where necessary, to replace a member who
leaves the committee before its work has been completed.
According to the nomination committee process, the Nomination
Committee shall provide proposals regarding the following issues, to
be presented to the Annual General Meeting for resolution:
(a) the Chairman of the Shareholders’ Meeting,
(b) the Board of Directors,
(c) the Chairman of the Board,
(d) the remuneration to the members of the Board, allocated
between the Chairman and other members of the Board, and
remuneration for committee work,
(e) election of auditors, if applicable, and
(f) fees to Saab’s auditors.
Before the Annual General Meeting of Saab AB on 17 April 2013, it
was announced through a press release on 12 October 2012 that, in
addition to Chairman of the Board, Marcus Wallenberg, the following
shareholder representatives had been appointed to Saab’s Nomina-
tion Committee (shareholder’s name in parentheses): Petra Heden-
gran (Investor AB), Peter Wallenberg Jr (Knut and Alice Wallenberg
Foundation), Jan Andersson (Swedbank Robur Funds) and Anders
Algotsson (AFA Insurance). Petra Hedengran is the Chairman of the
Nomination Committee.
These persons represent in the aggregate approximately 53 per
cent of the votes in Saab based on the ownership structure as of 31
August 2012.
The proposal of the Nomination Committee will be presented not
later than in connection with the notice of the Annual General Meet-
ing 2013.
Members of the Nomination Committee for
Annual General Meeting 2013
Member Representing
% of votes
31-08-2012
% of capital
31-08-2012
Petra Hedengran Investor AB 39.54 30.03
Peter Wallenberg Jr Knut and Alice
Wallenberg Foundation 7.55 8.74
Jan Andersson Swedbank Robur
Funds 4.02 4.66
Anders Algotsson AFA Insurance 2.38 2.75
Marcus Wallenberg Chairman of the Board,
Saab AB – –
The Board of Directors
Composition of the Board
According to Saab’s Articles of Association, the Board of Directors
shall, in addition to the employee representatives, consist of at least
six and not more than twelve members. Members of the Board shall
be elected each year by the Shareholders’ Meeting. According to a
resolution at the Annual General Meeting on April 19, 2012, Saab’s
Board of Directors shall consist of nine members elected by the
Shareholders’ Meeting, with no deputies. In addition, the employee
organisations appoint three Board members, with an equal number
of deputies.
At the Annual General Meeting on 19 April 2012, Håkan Buskhe,
Johan Forssell, Sten Jakobsson, Per-Arne Sandström, Cecilia Stegö
Chilò, Åke Svensson, Lena Treschow Torell, Marcus Wallenberg and
Joakim Westh were re-elected.
SAAB ANNUAL REPORT 2012 125
CORPORATE GOVERNANCE REPORT