Bulletin from Annual General Meeting of Scania AB and statutory Board meeting, 29 April 2005
The AGM approved a dividend of SEK 15.00 per share and set Wednesday, May 4, 2005 as the record date.
The AGM discharged the Directors and President from liability for the financial year 2004.
Board members Vito H Baumgartner, Peggy Bruzelius, Sune Carlsson, Andreas Deumeland, Bernd Pischetsrieder, Lothar Sander and Leif Östling were re-elected.
Rolf Stomberg and Marcus Wallenberg, who had declined re-election, were thanked for their service by the Chairman of the Board. Staffan Bohman and Peter Wallenberg Jr were elected as new Board members.
Staffan Bohman, born in 1949, is the former President and CEO of Gränges AB and Sapa AB. Other Board memberships include Atlas Copco AB, Sapa AB, Trelleborg AB, Dynapac AB and OSM AB. Peter Wallenberg Jr, born in 1959, is President and CEO of Grand Hôtel Holdings. Other Board memberships include SEB Kort AB, General Motors Norden AB, Stockholmsmässan AB, the Royal Swedish Automobile Club, the Stockholm Chamber of Commerce, the Knut and Alice Wallenberg Foundation, W Capital Management AB. He is Chairman of the Marcus and Amalia Wallenberg Foundation Memorial Fund.
Auditors Caj Nackstad and Jan Birgersson, as well as Deputy Auditors Thomas Thiel and Björn Fernström, have previously been elected for the period until the end of the AGM in 2007.
The AGM approved remuneration totalling SEK 4,000,000 to the Board of Directors in 2005, with SEK 1,000,000 payable to the Chairman of the Board, SEK 500,000 to the Vice Chairman and SEK 325,000 to be allocated to each of the remaining Board members elected by the AGM, except the President, plus a total of SEK 550,000 for Committee work.
The AGM approved the Board’s proposal to reduce the share premium reserve, subsequent to which the company’s unrestricted equity will be essentially restored to the same level as prior to the acquisition of Ainax.
The AGM approved the proposal of the Remuneration Committee to change the form of compensation within the so-called Long Term Incentive programme for senior management from cash payment to compensation in the form Scania B shares.
The AGM approved the proposal to establish a Nomination Committee in accordance with the new Swedish Code of Corporate Governance and the criteria for appointing the members of the Nomination Committee, as well as its areas of responsibility. A list of the members of the Committee will be publicly announced no later than six months before the next AGM.
At the statutory meeting of the Board following the AGM, Bernd Pischetsrieder was re-elected Chairman and Sune Carlsson was re-elected Vice Chairman.
Lothar Sander and Vito H Baumgartner were re-elected members of the Audit Committee. Staffan Bohman was elected as a new member and Chairman.
Bernd Pischetsrieder was re-elected Chairman and Peggy Bruzelius and Sune Carlsson members of the Remuneration Committee.
Peggy Bruzelius was re-elected Chairman and Vito H Baumgartner member of the committee consisting of Board members who are independent of Volkswagen and Investor, and whose task is to prepare issues that may concern the ownership structure of Scania AB. Staffan Bohman was elected as a new member of this committee.
Södertälje, 29 April 2005
For further information, please contact:
• Eric Österberg, Vice President Corporate Communications, tel. +46 8 553 858 83
• Stina Thorman, Head of Investor Relations, tel. +46 8 553 837 16
• Hans-Åke Danielsson, Press Manager, tel. +46 8 553 856 62
Scania is one of the world’s leading manufacturers of trucks and buses for heavy transport applications, and of industrial and marine engines. A growing proportion of the company’s operations consists of products and services in the service and financial sectors, assuring Scania customers of cost-effective transport solutions and maximum uptime. Employing 30,000 people, Scania operates in about 100 countries. Research and development activities are concentrated in Sweden, while production takes place in Europe and South America, with facilities for global interchange of both components and complete vehicles. In 2004, invoiced sales totalled SEK 56.7 billion and net income amounted to SEK 4.1 billion.
[N05022SE] Hans-Åke Danielsson