Bulletin from the Annual General Meeting of Scania AB and the statutory Board meeting, 5 May 2008
The Annual General Meeting (AGM) approved a dividend of SEK 5.00 per share and set Thursday, 8 May 2008 as the record date. The dividend is expected to be sent on Tuesday, 13 May 2008.
The AGM also approved the implementation of a 2:1 split and transfer of assets through a withdrawal of shares and a bonus issue.
The reason for implementing the split is that one of the shares will automatically be redeemed. As a result of the split, with a record date of 20 May 2008, each share is being divided into two shares of its original class. When the split has been implemented, every second 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 OMX Nordic Exchange Stockholm during the period 21 May – 3 June 2008. An amount of SEK 7.50 shall be paid to shareholders for each redemption share, of which SEK 1.25 will be transferred from share capital and SEK 6.25 constitutes a premium and will be transferred from unrestricted equity.
Share capital will be reduced by SEK 1,000,000,000 through a mandatory withdrawal of 800,000,000 shares, of which 400,000,000 A shares and 400,000,000 B shares. The shares to be redeemed are those 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 1,000,000,000 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 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 2007.
The AGM decided that the Board of Directors shall consist of ten members without deputies. The AGM elected Helmut Aurenz and Gunnar Larsson as new Board members. A presentation of the newly elected members can be found on the Scania website.
Board members Staffan Bohman, Peggy Bruzelius, Börje Ekholm, Francisco Javier Garcia Sanz, Hans Dieter Pötsch, Peter Wallenberg Jr, Martin Winterkorn and Leif Östling were re-elected. Vito H Baumgartner has declined re-election.
The AGM re-elected Martin Winterkorn as Chairman of the Board and elected Staffan Bohman as new Vice Chairman of the Board.
The authorised public accounting firm of Ernst & Young was re-elected as auditors of the company with Lars Träff as the auditor in charge until the end of the AGM in 2011.
The AGM approved an amendment of the wording of the Articles of Association to read as follows:
“Two Auditors and two Deputy Auditors or a registered auditing company shall be appointed at the Annual General Meeting, for the period up to the end of the Annual General Meeting held during the fourth financial year after the election of Auditors, to carry out the company’s audit. If the same Auditor or auditing company is to be reappointed after the term has come to an end, the general meeting may decide that the appointment shall be valid up to the close of the Annual General Meeting held during the third financial year after the election of the Auditor.”
The AGM approved the Board’s proposals on principles for remuneration and other employment conditions for Scania Group executive officers and on terms and calculation principles for an incentive programme for 2008 covering a maximum of 150 executive officers of the company.
The AGM approved remuneration to the Board of Directors for 2008 totalling SEK 4,718,750, 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.
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 Hans Dieter Pötsch were re-elected and Gunnar Larsson was elected as a new member. To the Remuneration Committee, Martin Winterkorn, Chairman, and Peggy Bruzelius were re-elected and Francisco J. Garcia Sanz was elected as a new member.
Södertälje, 5 May 2008