Report from Saab’s Annual General Meeting 2025

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 2024.

Dividend

The Annual General Meeting decided on a dividend of SEK 2 per share to the shareholders, to be paid out in two equal instalments. At the first instalment, SEK 1 per share is paid with the record date Monday, 14 April 2025. At the second instalment, SEK 1 per share is paid with the record date Tuesday, 7 October 2025. Payment of the dividend is expected to be made from Euroclear Sweden AB on Thursday 17 April 2025 and Friday 10 October 2025, respectively.

Discharge from liability    

The Board of Directors and the CEO were discharged from liability for the financial year 2024.

The Board of Directors

In accordance with the Nomination Committee’s proposal, the following Board members were re-elected; Lena Erixon, Henrik Henriksson, Micael Johansson, Danica Kragic Jensfelt, Johan Menckel, Bert Nordberg, Erika Söderberg Johnsson, Sebastian Tham, Marcus Wallenberg, Joakim Westh and Anders Ynnerman. Marcus Wallenberg was re-elected as Chairman of the Board. At the Board Meeting following the Annual General Meeting, Bert Nordberg was re-elected as Deputy Chairman of the Board.

Auditor

In accordance with the Nomination Committee’s proposal, the Annual General Meeting decided to elect Öhrlings PricewaterhouseCoopers AB as Auditor for the period until the close of the Annual General Meeting 2026.

Fees to the Board of Directors and the Auditor

The General Meeting decided, in accordance with the Nomination Committee’s proposal, that the Board fees shall be SEK 2,450,000 to the Chairman of the Board, SEK 925,000 to the Deputy Chairman, and SEK 810,000 to each of the other Board members elected by the General Meeting and not employed by the Company. Compensation for work in the Audit Committee shall be SEK 375,000 to the Chairman and SEK 240,000 to each of the other Audit Committee members. Compensation for work in the Remuneration Committee shall be SEK 205,000 to the Chairman and SEK 120,000 to each of the other Remuneration Committee members. 

Fees to the Auditor are to be paid according to approved invoice.

Remuneration report

The Annual General Meeting decided to approve the Board of Directors’ report on remuneration for the financial year 2024. 

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 programme 2026 and acquisition and transfer of own shares

The Annual General Meeting decided in accordance with the Board’s proposal of a long-term incentive programme 2026 (“LTI 2026”), consisting of three parts: Share Matching Plan 2026, Performance Share Plan 2026 and Special Projects Incentive 2026. LTI 2026 comprises a maximum of 3,100,000 shares of series B.

The Share Matching Plan 2026 covers all permanent employees. The participants can save up to five percent of the cash base salary, for purchase of shares of series B in Saab. 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 of series B by Saab free of consideration. The programme covers a maximum of 1,900,000 shares of series B.

The Performance Share Plan 2026 is directed at a maximum of 300 key employees including the CEO. The participants can save up to 7.5 percent of the cash base salary for purchase of shares of series B in Saab. 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 programme entitles the employee to allotment of a maximum of 4-7 performance shares for each purchased share, depending on the group belonging. The number of performance shares is linked to five performance targets: organic sales growth (20-40% weighting), EBIT margin (20-40% weighting) and operational cash flow (20-40% weighting) during the financial year 2026, and CO2 reduction (5% weighting) during financial years 2026-2028 and increase of the percentage of female employees in the Saab group (5% weighting) by the end of the financial year 2028. In aggregate, the financial performance targets will comprise a maximum allotment of 90 percent, and the two sustainability targets an allotment of 10 percent. The Performance Share Plan 2026 covers a maximum of 890,000 shares of series B.

Special Projects Incentive 2026 is directed at a maximum of 150 key employees, including the CEO. Special Projects Incentive 2026 is a complement to the Performance Share Plan 2026. Participation in the programme also presupposes participation in the Performance Share Plan 2026 or the Share Matching Plan 2026. The programme entitles the employee to allotment of performance shares corresponding to a maximum of 15-52.5 per cent of the cash base salary for the financial year 2026 depending on group belonging, provided that the employment remains for three years and that performance targets are reached. The allotment of performance shares is based on the achievement of ten to fifteen equally weighted performance targets during 2026, consisting of operational targets and milestones related to Saab’s special projects within Saab’s core areas Fighter Systems, Command and Control Systems, Underwater Systems, Advanced Weapon Systems and Sensors. Special projects can be linked to both the existing backlog and the development of future capabilities, including digitalisation, within each of the defined core areas. For the CEO and other members of the Group Management, allotment of performance shares in the programme and the Performance Share Plan 2026 together, may in total amount to a maximum of 75 per cent of the cash base salary for the CEO and 60 per cent of the cash base salary for the other members of the Group Management. The programme covers a maximum of 310,000 shares of series B.

The Annual General Meeting also decided that Saab may enter into an equity swap agreement with a third party on terms and conditions in accordance with market practice, in order to hedge the expected financial exposure of LTI 2026, whereby the third party in its own name may acquire and transfer shares of series B in Saab to employees who participate in LTI 2026.

The Annual General Meeting decided not to approve the Board’s proposal on authorisation for the Board of Directors to resolve on acquisitions of shares and resolution on transfers of own shares to the participants in LTI 2026.

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 shares of series B up to a maximum of ten 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, where applicable, for the Company’s share-related incentive programmes.
The Board of Directors was 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.

Shares and votes
The company has in total 543,383,388 shares, of which 9,535,612 are shares of series A with ten votes per share and 533,847,776 are shares of series B with one vote per share, which together represent 629,203,896 votes. The Company holds 6,139,455 own shares of series B, corresponding to 6,139,455 votes. 

Contact

Saab Press Centre
+46 (0)734 180 018
presscentre@saabgroup.com

Saab is a leading defence and security company with an enduring mission, to help nations keep their people and society safe. Empowered by its 25,000 talented people, Saab constantly pushes the boundaries of technology to create a safer and more sustainable world. Saab designs, manufactures and maintains advanced systems in aeronautics, weapons, command and control, sensors and underwater systems. Saab is headquartered in Sweden. It has major operations all over the world and is part of the domestic defence capability of several nations.