Saab Annual General Meeting 2016

Defence and security company Saab’s Annual General Meeting was held on 14 April
2016, in Linköping.
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/.
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 2015.
Dividend
The Annual General Meeting decided on a dividend of SEK 5.00 per share to the
shareholders and that the record date shall be Monday, April 18, 2016. Payment
of the dividend is expected to be made from Euroclear Sweden AB, on Thursday,
April 21, 2016.
Discharge from liability
The Board of Directors and the President were discharged from liability for the
financial year 2015.

The Board of Directors
Bert Nordberg was elected as new Board member in accordance with the Nomination
Committee’s proposal. Furthermore, the following Board members were re-elected:
Håkan Buskhe, Johan Forssell, Sten Jakobsson, Sara Mazur, Per-Arne Sandström,
Cecilia Stegö Chilò, Lena Treschow Torell, 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 1,430,000 to the Chairman of the
Board, SEK 610,000 to the Deputy Chairman, and SEK 560,000 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 200,000 to
the Chairman, and SEK 135,000 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 2016 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 2016 (“LTI 2016”), that consists of a Share Matching
Plan 2016 and a Performance Share Plan 2016. The conditions for the LTI 2016
correspond to the conditions for the LTI 2015. LTI 2016 comprises a maximum of
1,340,000 Series Bshares.

The Share Matching Plan 2016 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 2016 is directed at a maximum of 175 key people,
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 gives the employee
the right to 2-7 performance shares for each purchased share, depending on the
group belonging. The number of performance shares is linked to three independent
performance targets: organic sales growth, EBIT margin and free cash flow during
the financial year 2017. The performance targets are established by the Board of
Directors with a minimum level and a maximum level for each respective
performance target The Performance Share Plan 2016 covers a maximum of 440,000
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 2016, 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 2016. Transfers are normally made during
the financial year 2020 and in February 2021 according to the conditions for LTI
2016.
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.

The information was submitted for publication on 14 April 2016 at 18:30 (CET).