Bulletin from Scania AB’s Annual General Meeting and statutory meeting of the Board of Directors on 4 May 2012
The Annual General Meeting (AGM) approved a dividend of SEK 5.00 per share and set Wednesday, 9 May 2012 as the record date. The dividend is expected to be sent on Monday, 14 May 2012.
The Board of Directors and the committees
The AGM discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2011.
The AGM decided that the Board of Directors shall consist of ten members without deputies. Board members Helmut Aurenz, Francisco Javier Garcia Sanz, Jochem Heizmann, Hans Dieter Pötsch, Åsa Thunman, Peter Wallenberg Jr, Martin Winterkorn and Leif Östling were re-elected. Peter Abele and Ferdinand K. Piëch were elected as new Board members. They are replacing Börje Ekholm and Gunnar Larsson, who declined re-election.
The AGM re-elected Martin Winterkorn as Chairman of the Board and Jochem Heizmann as the Vice Chairman of the Board.
At the statutory meeting of the Board in connection to the AGM, members of the Board’s two committees were also appointed. To the Audit Committee, Peter Abele was elected as Chairman, and Hans Dieter Pötsch (re-elected) and Åsa Thunman were elected as the other members. To the Remuneration Committee, Martin Winterkorn was re-elected as Chairman and Peter Abele and Francisco J. Garcia Sanz (re-elected) were elected as the other members.
Compensation and remuneration
The AGM approved the Board’s proposals on principles for remuneration and other employment conditions for Scania Group executive officers as well as on terms and principles for a two-part incentive programme for 2012 covering a maximum of 150 executive officers of the company.
The AGM approved remuneration to the Board of Directors for 2011 totalling SEK 2,000,000, with SEK 500,000 to be paid to each of the Board members who are not employees of Volkswagen AG or Scania.
No remuneration will be payable to Board members employed by Volkswagen AG. According to the internal rules of Volkswagen AG, employees shall not receive remuneration for serving on the Boards of Directors of subsidiaries.
For the work performed in the Audit Committee, the AGM approved remuneration of SEK 200,000 to the Chairman of the committee − provided the Chairman is not an employee of Volkswagen AB or Scania − and SEK 100,000 to each of the other members of the committee who are not employees of Volkswagen AG or Scania. For the work performed in the Remuneration Committee, the AGM approved remuneration of SEK 50,000 to each of the committee’s members who are not employees of Volkswagen AG.
The AGM approved the resolution that was presented concerning the Nomination Committee. The company shall have a Nomination Committee consisting of the Vice Chairman of the Board and two to four additional members. Each of the four largest known shareholders in voting power is entitled to appoint one representative on the Nomination Committee. If the four largest shareholders appoint fewer than two members, the shareholders that are next largest in voting power are each entitled to appoint one member until the Nomination Committee consists of the Vice Chairman
of the Board and two additional members. The term of office of the Nomination Committee shall run until a new Nomination Committee has been appointed.
Södertälje, 4 May 2012
Scania is one of the world’s leading manufacturers of trucks and buses for heavy transport applications, and of industrial and marine engines. Service-related products account for a growing proportion of the company’s operations, assuring Scania customers of cost-effective transport solutions and maximum uptime. Scania also offers financial services. Employing some 37,500 people, the company 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 2011, net sales totalled SEK 87.7 billion and net income amounted to SEK 9.4 billion. Scania press releases are available on www.scania.com