Bulletin from the Annual General Meeting of Scania AB and the statutory Board meeting, 3 May 2007
The Annual General Meeting (AGM) approved a dividend of SEK 15.00 per share and set Wednesday, 9 May 2007 as the record date. The dividend is expected to be sent on Monday, 14 May 2007.
The AGM also approved the implementation of a 5:1 split and transfer of assets through a withdrawal of shares and a bonus issue.
The articles of association are amended in such a way that the permitted interval for the company’s share capital is being reduced from a minimum of SEK 2,000,000,000 and a maximum of SEK 8,000,000,000 to a minimum of SEK 1,600,000,000 and a maximum of SEK 6,400,000,000. The permitted interval for the number of shares is being increased from a minimum of 200,000,000 shares and a maximum of 800,000,000 shares to a minimum of 640,000,000 shares and a maximum of 2,560,000,000 shares.
The reasons for implementing the split are to increase the number of shares in order to achieve greater liquidity for Scania shares, as well as to redeem one of the shares that replace the original share automatically. As a result of the split, with a record date of 22 May 2007, each share is being divided into five shares of its original class. When the split has been implemented, every fifth share shall be separated in the register of VPC AB (the Swedish Central Securities Depository and Clearing Organisation) as a redemption share of its respective class, A and B.
The redemption shares shall be traded on the Stockholm Stock Exchange during the period 23 May – 5 June 2007. An amount of SEK 35 shall be paid to shareholders for each redemption share, of which SEK 2 will be transferred from share capital and SEK 33 constitutes a premium and will be transferred from unrestricted equity.
The reduction of the share capital with SEK 400,000,000 will be implemented by means of a mandatory withdrawal of 200,000,000 shares, of which 100,000,000
A shares and 100,000,000 B shares. The shares redeemed are the shares that are labelled as redemption shares.
The bonus issue will restore restricted equity and share capital to their original levels before the reduction in share capital. The bonus issue will increase the company’s share capital from SEK 1,600,000,000 to SEK 2,000,000,000. The capital that is used to increase the share capital will be transferred from unrestricted equity. No new shares will be issued.
After implementation of the redemption programme, the company’s share capital will amount to SEK 2,000,000,000 divided into 800,000,000 shares, of which 400,000,000 shares are A shares and 400,000,000 are B shares, each with a quota value of SEK 2.50.
The AGM discharged the members of the Board of Directors and the President from liability for the financial year 2006.
The AGM elected Börje Ekholm, Francisco Javier Garcia Sanz, Hans Dieter Pötsch, and Martin Winterkorn as new Board members. They are replacing Sune Carlsson, Andreas Deumeland, Bernd Pischetsrieder and Lothar Sander. A presentation of the newly elected members can be found on the Scania website.
Board members Vito H. Baumgartner, Staffan Bohman, Peggy Bruzelius,
Peter Wallenberg Jr and Leif Östling were re-elected.
The AGM elected Martin Winterkorn as new Chairman of the Board and Börje Ekholm was elected as new Vice Chairman of the Board.
The authorised public accounting firm of Ernst & Young was elected as the new auditors of the company with Lars Träff as the auditor in charge until the end of the AGM in 2011.
The AGM approved the Board’s proposal on principles for remuneration and other employment conditions for Group Management and the terms and calculation principles for an incentive programme for 2007 covering a maximum of 150 executive officers of the company.
The AGM approved remuneration to the Board of Directors for 2007 totalling SEK 4,312,500, with SEK 1,250,000 to be paid to the Chairman of the Board, SEK 625,000 to the Vice Chairman and SEK 406,250 to each of the other Board members who are elected by the AGM and who are not employees of the company. In addition, the AGM approved extra remuneration for the 2006 financial year of SEK 225,000 each to Vito H. Baumgartner, Staffan Bohman, Peggy Bruzelius, Sune Carlsson and Peter Wallenberg Jr for the large number of extra Board meetings during 2006 that were caused by MAN’s public offer to the shareholders in Scania.
For the work performed in the Audit Committee, the AGM approved remuneration of SEK 150,000 to the Chairman of the committee and SEK 75,000 to each of the other members. For the work performed in the Remuneration Committee, the AGM approved remuneration of SEK 50,000 to each of the committee’s members.
The AGM approved the resolution that was presented concerning the Nomination Committee.
At the statutory meeting, members of the Board’s two committees were also appointed. To the Audit Committee Staffan Bohman, Chairman and Vito H. Baumgartner were re-elected. At the same time, Hans Dieter Pötsch was elected as a new member. To the Remuneration Committee Martin Winterkorn was elected as new member and Chairman. Peggy Bruzelius was re-elected and Francisco Javier Garcia Sanz was elected as a new member in the Remuneration Committee.
Södertälje, 3 May 2007
For further information, please contact:
Stina Thorman, Head of Investor Relations, telephone +46 8 553 837 16
Hans-Åke Danielsson, Press Manager, telephone +46 8 553 856 62