Annual General Meeting of AB Volvo


Annual General Meeting of AB Volvo

The Annual General Meeting of AB Volvo held on April 1, 2009 approved the
Board's proposal to pay an ordinary dividend to the shareholders of SEK 2.00 per
share. April 6, 2009 was adopted as the record date for entitlement to receive
dividends. Payment of the dividend is expected to be made on Thursday, April 9,
2009, through Euroclear Sweden AB (formerly VPC AB).

The Board Members and the President were granted discharge from liability for
their administration during the 2008 fiscal year.
Peter Bijur, Leif Johansson, Finn Johnsson, Louis Schweitzer, Ravi Venkatesan,
Lars Westerberg and Ying Yeh were reelected members of the Board of AB Volvo and
Jean-Baptiste Duzan and Anders Nyrén were newly elected. Finn Johnsson was
elected Chairman of the Board. Tom Hedelius and Philippe Klein did not stand for
reelection. 

The individual fees to be paid to the members of the Board were adopted at the
same level as in 2008, to be distributed among the members as follows. The
Chairman of the Board was awarded SEK 1,500,000 and each of the other members
SEK 500,000 with the exception of the President, who does not receive director
fees. In addition, the Chairman of the Audit Committee was awarded SEK 250,000,
the other two members of the Audit Committee SEK 125,000 each and the members of
the Remuneration Committee SEK 75,000 each.

Chairman of the Board Finn Johnsson, Carl-Olof By, representing AB
Industrivärden, Lars Förberg, representing Violet Partners LP, Lars Öhrstedt,
representing AFA Försäkring, and Thierry Moulonguet, representing Renault
s.a.s., were elected members of the Election Committee. The meeting resolved
that no fee should be paid to the members of the Election Committee.

The Meeting resolved that Article 7 of the Articles of Association be amended so
that notice to attend a General Meeting shall be issued in the form of
announcements in Post- och Inrikes Tidningar and on the Company's website, and
the fact that notice has been issued shall be announced in Dagens Nyheter and
Göteborgs-Posten. The Meeting resolved that this amendment of the Articles of
Association be made conditional upon an amendment of the provisions of the
Swedish Companies Act (SFS 2005:551) regarding how to issue notice to attend
General Meetings entering into force, resulting in the resolved wording of
Article 7 becoming consistent with the Swedish Companies Act.

The Meeting adopted new policy on the remuneration to senior executives whereby
the basic principle shall be that the remuneration and the other terms of
employment for senior executives shall be competitive in order to ensure that
the Volvo Group can attract and retain competent executives. The executives'
fixed salary shall be based on the individual executive's responsibilities and
performance. The variable salary may, as regards the President, amount to a
maximum of 65% of the fixed annual salary and, as regards the other Executives,
it may amount to a maximum of 50% of the fixed annual salary.

The Meeting also resolved to implement a share-based incentive program for
senior executives of the Volvo Group relating to the year 2009. Under the
program, a maximum of 2,950,000 Series B Volvo shares may be allotted during the
first six months of 2010 to a maximum of 275 senior executives, including the
members of the Group Executive Committee and other executives nominated by the
Board. Shares will be allotted on condition that the Volvo Group's Return On
Equity (ROE), calculated on the basis of the Volvo Group's annual report for
2009, exceeds 12%. Maximum allotment will be effected if ROE reaches 15% per
cent and shares will be allotted proportionally within the interval. Assuming
that the targets are completely fulfilled and that the price of the Volvo share
at the date of allotment is SEK 35.50, the maximum cost of the program will be
SEK 123 M. The program shall only apply for 2009.

To ensure that Volvo will be able to fulfill its obligations under the program
and that this will have only a limited impact on cash flow, the Meeting resolved
that Volvo will be permitted to transfer treasury shares to the participants in
the program.

April 1, 2009 

Reporters who want more information, please contact: Mårten Wikforss, AB Volvo,
+46 31 66 11 27 or +46 705 59 11 49


The Volvo Group is one of the world's leading manufacturers of trucks, buses and
construction equipment, drive systems for marine and industrial applications,
aerospace components and services. The Group also provides complete solutions
for financing and service. The Volvo Group, which employs about 100,000 people,
has production facilities in 19 countries and sells their products in more than
180 markets. Annual sales of the Volvo Group amount to about SEK 300 billion.
The Volvo Group is a publicly-held company headquartered in Göteborg, Sweden.
Volvo shares are listed on OMX Nordic Exchange Stockholm. Please visit
www.volvogroup.com for more information.

Attachments

04012672.pdf