Notice of Annual General Meeting of Saab AB


The shareholders in Saab Aktiebolag are invited to attend the Annual General
Meeting in Saab’s hangar, Åkerbogatan 10, Linköping, Sweden, on Thursday, 14
April 2016, at 16.00 (CET).
Admission and registration will commence at 14.00 (CET). An airshow with Gripen
is scheduled to take place at 15.00 (CET). Driving directions and information
regarding buses, please see www.saabgroup.com/arsstamma

RIGHT TO PARTICIPATE AND NOTIFICATION

Only the shareholders that are recorded in the Shareholders' Register issued by
Euroclear Sweden AB on Friday, 8 April 2016 are entitled to participate in the
Annual General Meeting after submitting notification to the Company.

Shareholders who have their shares registered in the name of a nominee must
temporarily be recorded in the Shareholders’ Register in their own names (so
called registration of voting rights) to be entitled to participate in the
meeting subject to notification to the Company. In order to be recorded in the
Shareholders’ Register on Friday, 8 April 2016, shareholders must request such
registration with their bank or trustee well in advance of that date. Please
note that this procedure also applies to shareholders using bank custody
accounts.

Shareholders wishing to attend the Annual General Meeting must notify Saab no
later than Friday, 8 April 2016

-       by telephone +46 13 18 20 55 (weekdays between 9 and 17 (CET)),

-       by post under address: Saabs Årsstämma, Box 7839, SE-103 98 Stockholm,
Sweden, or

-       via the Company’s website www.saabgroup.com/arsstamma.

Notification to the Company must include the shareholder's name, personal- or
corporate identification number (if applicable), address and telephone number,
and notification of the number of possible assistants. If the shareholder is
represented through a Power of Attorney, a registration certificate or other
authorisation document, these documents should be sent to Saab AB, CEO Office,
Box 12062, SE-102 22 Stockholm, Sweden, well in advance of the Annual General
Meeting. A proxy form is available on the Company’s website,
www.saabgroup.com/arsstamma.

The Annual General Meeting will be conducted in Swedish.

AGENDA

1. Election of Chairman of the Meeting

2. Approval of the Voting list

3. Approval of the Agenda

4. Election of persons to verify the Minutes

5. Question as to whether the Meeting has been duly convened

6. Presentation of the Annual Report and the Auditor’s report, the Consolidated
Annual Report and the Consolidated Auditor’s report as well as the Auditor’s
     statement regarding whether the guidelines for remuneration to senior
executives have been complied with

7. Speech by the President

8. Resolutions on

a)    Approval of the parent Company’s Income Statement and Balance Sheet, and
the Consolidated Income Statement and Balance Sheet

b)    Allocations of profit according to the approved Balance Sheet and record
date for dividend

c)    Discharge from liability for the Board Members and the President

9. Determination of the number of regular Board Members and deputy Board Members

10. Determination of fees for Board Members and Auditors

11. Election of      regular Board Members and deputy Board Members

a)    New election of Bert Nordberg

b)    Re-election of Håkan Buskhe

c)    Re-election of Johan Forssell

d)    Re-election of Sten Jakobsson

e)    Re-election of Sara Mazur

f)     Re-election of Per-Arne Sandström

g)    Re-election of Cecilia Stegö Chilò

h)   Re-election of Lena Treschow Torell

i)     Re-election of Marcus Wallenberg

j)      Re-election of Joakim Westh

k)    Re-election of Marcus Wallenberg as Chairman of the Board

12. Resolution on the Board’s proposal on guidelines for remuneration and other
terms of employment for senior executives

13. Resolution on the Board’s proposal on a Long-term Incentive Program 2016 and
acquisition and transfer of own shares

a)    Implementation of LTI 2016 – Share Matching Plan 2016 and Performance
Share Plan 2016

b)    Authorization for the Board of Directors to resolve on acquisitions of
shares and resolution on transfers of own shares to the participants in LTI 2016

c)    Equity swap agreement with third party

14. Resolution on the Board’s proposal on acquisition and transfer of own shares

a)    Authorization for the Board of Directors to resolve on acquisition of own
shares

b)    Authorization for the Board of Directors to resolve on transfer of own
shares in connection with acquisitions of companies

c)    Transfer of own shares to cover costs as a result of previous years’
implementation of incentive programs

15. Closing of the Annual General Meeting

PROPOSED RESOLUTIONS:

THE BOARD’S PROPOSAL FOR DIVIDEND AND RECORD DATE (item 8 b)

The Board proposes a dividend of SEK 5 per share. Monday, 18 April 2016 is
proposed as record date. Provided that the Shareholders’ Meeting resolves
according to this proposal, payment of the dividend is expected to be made from
Euroclear Sweden AB on Thursday, 21 April 2016.

THE NOMINATION COMMITTEE’S PROPOSALS FOR CHAIRMAN OF THE ANNUAL GENERAL MEETING,
BOARD OF DIRECTORS AND FEES (items 1, 9, 10 and 11)

The Nomination Committee consists of Petra Hedengran, Investor AB (Chairman),
Peter Wallenberg Jr, Knut and Alice Wallenberg’s Foundation, Tomas Hedberg,
Swedbank Robur Funds, Anders Algotsson, AFA Försäkring and Marcus Wallenberg,
Chairman of the Board of Saab AB.

The Nomination Committee proposes the following resolutions.

-      Advokat Sven Unger, member of the Swedish Bar Association, as Chairman of
the Annual General Meeting. (Item 1)

-      Ten Board Members and no deputy Board Members. (Item 9)

-        An increase of the Board fees to SEK 1,430,000 (1,400,000) to the
Chairman, to SEK 610,000 (600,000) to the Deputy Chairman and to SEK 560,000
(550,000) to each of the other Board Members elected by the Shareholders’
Meeting and not employed by the Company. An increase of compensation for work in
the Audit Committee to SEK 200,000 (180,000) to the Chairman of the Audit
Committee, and to SEK 135,000 (120,000) to each of the other Audit Committee
Members. Unchanged compensation for work in the Remuneration Committee with SEK
135,000 to the Chairman of the Remuneration Committee and SEK 80,000 to each of
the other Remuneration Committee Members. (Item 10)

-      Auditor’s fees to be paid according to approved invoice. (Item 10)

-      Re-election of all of the present Board Members: Håkan Buskhe, Johan
Forssell, Sten Jakobsson, Sara Mazur, Per-Arne Sandström, Cecilia Stegö Chilò,
Lena Treschow Torell, Marcus Wallenberg and Joakim Westh. New election of Bert
Nordberg. (Item 11)

Bert Nordberg is Chairman of the Board of Vestas Wind Systems A/S and
Imagination Technologies, Ltd. He is also a Board member of AB Electrolux,
Svenska Cellulosa Aktiebolaget SCA and Axis AB. He has earlier been Chairman of
the Board of Sony Mobile Communications AB and President & CEO of Sony Ericsson
Communications AB, and he has also for a long period of time held a number of
senior positions within the Ericsson group. He has also had various positions
with Data General Corporation and Digital Equipment Corporation. Bert Nordberg
is an engineer and was born in 1956.

Information on the Board Members, proposed for re-election, is available on the
Company’s website.

-       Re-election of Marcus Wallenberg as Chairman of the Board of Saab AB.
(Item 11)

THE BOARD’S PROPOSAL ON GUIDELINES FOR REMUNERATION AND OTHER TERMS OF
EMPLOYMENT FOR SENIOR EXECUTIVES (item 12)

Background and reasons

The Remuneration Committee has evaluated the application of the guidelines for
remuneration to senior executives of Saab AB that were resolved at the Annual
General Meeting in 2015 and the current remuneration structures and remuneration
levels in the Company. The Remuneration Committee is of the opinion that the
guidelines that were resolved in 2015 achieve their purposes to facilitate the
recruitment and retention of senior executives.

The Remuneration Committee has recommended the Board of Directors to propose to
the Annual General Meeting to adopt principles of remuneration with in principle
the same content as those that were resolved at the Annual General Meeting in
2015. Certain clarifications are proposed in the guidelines concerning pension
and miscellaneous terms.

In light of the above, the Board of Directors proposes that the Annual General
Meeting resolves on the following guidelines for remuneration and other terms of
employment for senior executives.

Guidelines

The senior executives comprise the President and other members of the Group
Management. The members of this group are presented on the Company’s website. In
some special cases, these guidelines may also comprise Board Members of Saab AB,
as described below.

Saab shall offer market terms, enabling the Company to recruit and retain senior
executives. To the greatest extent possible, remuneration structures shall be
characterised by predictability with respect to both the cost for the Company
and the benefit for the employee. They shall be based on factors such as
position, competence, experience and performance. Benchmarking shall be made
regularly relative to comparable industries and markets.

The Board’s proposal is based mainly on agreements in effect between Saab AB and
individual executives. No board fees are to be paid to members of the Group
Management for participation on the boards of the business areas or Saab
subsidiaries.

The Remuneration Committee is responsible for developing and reviewing
remuneration and other employment terms for the Group Management.

The Board shall be entitled to divert from the guidelines, if there are
reasonable grounds to do so in an individual case.

These guidelines apply from the Annual General Meeting 2016.

Fixed remuneration

Cash remuneration shall consist of fixed salary. The fixed salary shall be
reviewed annually as per 1 January for all members of the Group Management. The
fixed salary shall be at market terms and based on factors such as position,
competence, experience and performance.

Variable remuneration

Saab’s operations are mainly characterised by the development of technically
advanced products and systems. Products are marketed, further developed,
produced and maintained during long periods of time, in some cases three to four
decades, which generally entails substantial investments and long-term customer
relations all over the world. Consequently, it is important that senior
executives have a long-term view and a long-term commitment in the Company’s
operations and profits. Therefore long-term incentive is especially well suited
to Saab and its shareholders. The long-term variable remuneration consists of
share based incentive programs.

The President and senior executives are entitled to participate in the long-term
share based incentive programs resolved by the Shareholders’ Meeting.

In extraordinary cases, agreements of a one-time nature for variable cash
remuneration may be made, provided that such agreements are made solely on an
individual basis for recruitment or retention purposes only, or as compensation
for extraordinary efforts beyond the individual’s ordinary assignment, and that
such remuneration shall never exceed the amount of the fixed annual salary and
shall not be paid more than once a year per individual. Resolutions on such
remuneration shall be made by the Board based on a proposal from the
Remuneration Committee.

Variable cash remuneration shall not be paid in other cases.

Incentive programs proposed to the Annual General Meeting 2016

The Board of Directors proposes that the Annual General Meeting resolves on a
long-term incentive program, consisting of Share Matching Plan 2016 and
Performance Share Plan 2016 (“LTI 2016”).

The terms and estimated costs for the LTI 2016 are presented in the Board’s
complete proposal to the Annual General Meeting.

Other benefits

All members of the Group Management may be entitled to other benefits in
accordance with local practice. The benefits shall contribute to facilitating
the executive’s discharge of his or her duties. These benefits shall not
constitute a material part of the total compensation and shall be equivalent to
what is considered reasonable in relation to market practice. Other benefits may
for example be a company car, travels, overnight accommodation and medical
insurance.

Pension

For pension agreements entered into after 1 January 2005, the pension age is
minimum 62 years. In addition to the ITP agreement, the pension is part of a
defined premium based contribution plan where provisions are made annually. For
the President, the provision is equivalent to maximum 35 per cent of the fixed
salary. For other senior executives the percentage is based on a set of
regulations in the so-called Saab plan. According to this plan, the percentage
is dependent on the number of years remaining until the age of retirement upon
joining the plan. The aggregate insurance balance should cover a targeted
pension from 65 years of age of approximately 32.5 per cent of salary levels
between 20 and 30 basic income amounts and approximately 50 per cent of segments
above 30 basic income amounts.

All senior executives may also be entitled to strengthened disability pension
and survivors’ pension.

Miscellaneous terms

All executives in the Group Management, including the President, may terminate
their employment with six months’ notice. If the employment is terminated by
Saab, the notice period is six months, and after the notice period, severance
equal to one year’s salary is paid. An additional year’s salary is payable if no
new employment has been obtained during the first 18 months from the time the
notice of termination was served.

With respect to employment agreements made after 1 January 2005, and in cases
where Saab terminates the employment, a maximum severance pay of 18 months can
be payable in addition to the normal six-month notice period. The notice period
and severance pay in total shall not exceed 24 months.

In both cases, any income from termination pay and severance pay will be
deducted against income from other employment during the corresponding time.

Consultant fees to Board Members

Saab AB Board Members, elected by the Shareholders’ Meeting, may in special
cases receive a fee for services performed within their respective areas of
expertise, separately from their Board duties and for a limited period of time.
Compensation for these services shall be paid at market terms.

Information in the Annual Report note 10

Note 10 of the Annual Report includes a description of existing remunerations
for senior executives, including fixed and variable compensation, long-term
incentive programs and other benefits.

_________________

Deviation from guidelines for remuneration to senior executives resolved by the
Annual General Meeting 2015

The Board of Directors has decided to deviate from the guidelines during 2015.

In connection with the adjustments in Saab’s Business Area structure a
settlement was made with a senior executive. As a part of the settlement it was
agreed that any income that the senior executive may have from other employment
during the period for termination- and severance payment from Saab, shall not
reduce the payments from Saab during the corresponding time.

THE BOARD’S PROPOSAL ON A LONG-TERM INCENTIVE PROGRAM 2016 AND ACQUISITION AND
TRANSFER OF OWN SHARES (item 13)

Background and reasons for the proposals

The Shareholders’ Meeting of Saab AB (“Saab”) has, for a number of years,
resolved on long-term Share Matching Plan for all employees and Performance
Share Plan for senior executives and other key employees. The Board of Directors
finds it important and in all shareholders’ interest that employees of the Group
have a long-term interest in a good value development of the share in the
Company. The Board of Directors has also implemented a policy with a requirement
of certain shareholdings for senior executives. In light of this, the Board of
Directors proposes to the Annual General Meeting the below long-term incentive
program for employees (“LTI 2016”). The proposed terms and conditions for LTI
2016 correspond to the terms and conditions imposed by LTI 2014, that have been
deemed effective. LTI 2016 consists of two parts, a Share Matching Plan and a
Performance Share Plan. LTI 2016 is proposed to comprise a maximum of 1,340,000
shares of series B in Saab.

LTI 2016 enables present and future employees to become shareholders in Saab and
includes a requirement of own investment in shares in Saab. The purpose of the
program is to stimulate employees to continued long-term commitment and
continued good performance as well as to increase the Group’s attractiveness as
an employer. In view of this, LTI 2016 is considered to have a positive effect
on Saab’s future development and thus be of advantage to both the shareholders
and the employees in the Saab Group.

It is the intention of the Board of Directors to propose long-term incentive
programs also to future Annual General Meetings.

Costs, dilution and effects on key figures

The total effect on the income statement is estimated to approximately MSEK 335
unevenly distributed over the years 2017-2020. The costs shall be compared with
the Saab Group’s total remuneration costs 2015, including social security costs,
amounting to MSEK 10,182.

The calculations are based on assumptions that all available shares in the LTI
2016 will be utilized.

Costs that affect the Income Statement, but not the Cash Flow

Compensation costs, corresponding to the value of matching shares transferred to
employees, is estimated to approximately MSEK 260. The compensation costs are
distributed over the years 2017-2020.

Social security charges as a result of transfer of shares to employees at an
assumed average share price at matching at SEK 250 are estimated to amount to
approximately MSEK 75. The social security costs are distributed over the years
2017-2020.

Costs that affect the Income Statement and the Cash Flow

The cost for acquiring own shares is estimated to maximum MSEK 335 at an assumed
share price of SEK 250 and a maximum of 1,340,000 shares.

Dilution and effects on key figures

The Company has approximately 109 million issued shares. As per 31 December
2015, the Company held 3,193,279 own shares of series B. In order to implement
the LTI 2016 a total of 1,340,000 shares of series B are required, corresponding
to approximately 1.2 per cent of the total number of issued shares.

As calculated as per 31 December 2015, the number of shares to be transferred
within the scope of the ongoing long-term incentive programs 2012, 2013 and
2014, including shares to cover social security costs, amounts to approximately
2,005,000 shares corresponding to approximately 1,8 per cent of the total number
of issued shares. The long-term incentive program 2015 comprises 1,340,000
shares, corresponding to approximately 1.2 per cent of the total number of
issued shares, and is not included in the above calculation as it was launched
in January 2016.

Out of the 1,340,000 shares of series B required for the LTI 2016, approximately
1,040,000 shares may be transferred to employees free of consideration, which
could cause a dilutive effect of approximately 1 per cent on earnings per share.
The remaining 300,000 shares are intended to be transferred on Nasdaq Stockholm
in order to cover social security costs.

Hedge

As the main alternative, the Board of Directors proposes that the Annual General
Meeting resolves to authorize the Board of Directors to resolve on acquisitions
of own shares of series B on Nasdaq Stockholm, which subsequently may be
transferred to the participants in Saab’s long-term Share Matching Plan and
Performance Share Plan as well as transferred on Nasdaq Stockholm to cover
certain costs associated with LTI 2016, mainly social security costs.
Furthermore, the Board of Directors proposes that the Shareholders’ Meeting
resolves on transfer of own shares of series B, free of consideration, to the
participants of LTI 2016. The detailed terms and conditions for the Board of
Directors’ main alternative are presented below.

In the event that the required majority under items 13 b).I and 13 b).II below
is not reached, the Board of Directors proposes that Saab should be able to
enter into an equity swap agreement with a third party, in accordance with item
13 c) below.

Preparation of the proposal

The LTI 2016 has been prepared by the Remuneration Committee and in consultation
with the Board of Directors. The proposal has been adopted by the Board of
Directors.

The Board of Directors’ proposal

The Board of Directors’ proposal for the resolution below entails that the
Annual General Meeting resolves a) to implement LTI 2016, b) to authorize the
Board of Directors to resolve on acquisitions of own shares on Nasdaq Stockholm
and that the acquired shares may be transferred, free of consideration, to the
participants in LTI 2016, or, in the event that the required majority under b)
is not reached, c) that Saab shall be entitled to enter into an equity swap
agreement with a third party.

13 a) Implementation of LTI 2016

LTI 2016 comprises of two parts, Share Matching Plan 2016 and Performance Share
Plan 2016. Participation in LTI 2016 requires own investment in shares in Saab.
Investment made under the Performance Share Plan 2016 counts also as a basis for
participation in the Share Matching Plan 2016, however, only up to an amount of
maximum 5 per cent of the cash base salary.

Share Matching Plan 2016

The Board of Directors proposes that the Annual General Meeting resolves on a
long-term Share Matching Plan 2016 comprising a maximum of 900,000 shares of
series B in Saab, according to the principal guidelines below:

1)    All permanent employees within the Saab Group, including employees who are
covered by Performance Share Plan 2016, with the exception of what is mentioned
in item 3) below, will be offered to participate in the Share Matching Plan
2016.

2)    Employees who participate in the Share Matching Plan 2016 can during a
twelve-month period save up to a maximum of 5 per cent of the cash base salary
for the purchase of shares of series B on Nasdaq Stockholm. If the purchased
shares are retained by the employee for three years from the date of investment
and employment within the Saab Group has not been terminated during the entire
three-year period, the employee will be allocated by the Saab Group the
corresponding number of shares of series B free of consideration. The Board of
Directors may grant limited exemptions from the requirement of employment during
the full three-year period.

3)    Participation in the Share Matching Plan 2016 presupposes that such
participation is legally possible as well as possible with reasonable
administrative cost and financial efforts according to the assessment of the
Company. The Board of Directors shall be entitled to implement an alternative
incentive solution for employees in such countries where participation in Share
Matching Plan 2016 is not advisable. Such alternative incentive solution shall,
as far as practically possible, correspond to the terms for the Share Matching
Plan 2016.

Performance Share Plan 2016

The Board of Directors proposes that the Annual General Meeting resolves on a
long-term Performance Share Plan 2016 for a number of key employees, comprising
a maximum of 440,000 shares of series B in Saab. The principal guidelines of the
proposal are listed below.

1)    Up to 175 key employees, including the President, with the exception of
what is mentioned in item 4) below, will be offered to participate in the
Performance Share Plan 2016.

2)    Employees who participate in the Performance Share Plan 2016 can during a
twelve-month period save up to a maximum of 7.5 per cent of the cash base salary
to purchase shares of series B on Nasdaq Stockholm. If the purchased shares are
retained by the employee for three years from the date of investment and
employment within the Saab Group has not been terminated during the entire three
-year period, the employee will be entitled to matching of performance shares as
set out below, free of consideration. The Board of Directors may grant limited
exemptions from the requirement of employment during the full three-year period.

Group 1                      Up to 142 employees in Management Teams, certain
specialists and Project Managers may be entitled to a performance match of up to
two shares for each purchased share.

Group 2                       Up to 20 Senior Managers may be entitled to a
performance match of up to four shares for each purchased share.

Group 3                       Up to 12 members of the Group Management may be
entitled to a performance match of up to five shares for each purchased share.

Group 4                       The President may be entitled to a performance
match of up to seven shares for each purchased share.

3)    The number of performance shares is linked to the performance targets
established by the Board of Directors. The conditions for the performance
matching are based on three independent targets: Organic sales
growth[1] (http://connect.ne.cision.com#_ftn1), EBIT
margin[2] (http://connect.ne.cision.com#_ftn2) and free cash
flow[3] (http://connect.ne.cision.com#_ftn3). The relative apportionment between
the targets is:

  · Up to 30 per cent of the maximum allotment is attributable to organic sales
growth during the financial year 2017.
  · Up to 40 per cent of the maximum allotment is attributable to EBIT margin
during the financial year 2017.
  · Up to 30 per cent of the maximum allotment is attributable to free cash flow
during the financial year 2017.

The performance targets will be established by the Board of Directors with a
minimum level and a maximum level for each performance target. The Board of
Directors will resolve on the outcome of the performance matching after the end
of the one-year performance measuring period, i.e. the financial year 2017 and
will in connection therewith give information on the performance targets. If the
maximum levels for the performance targets are reached or exceeded, the
performance matching will amount to (and not exceed) the maximum number of
440,000 shares. If the performance outcome falls short of the maximum level but
exceeds the minimum level, a linear proportioned performance matching will
occur. No performance matching will occur if the performance outcome amounts to
or falls short of the minimum level. Performance shares are allotted three years
after the investment under item 2) above, i.e. normally during 2020 and in
February 2021.

4)    Participation in the Performance Share Plan 2016 presupposes that such
participation is legally possible as well as possible with reasonable
administrative cost and financial efforts according to the assessment of the
Company. The Board of Directors shall be entitled to implement an alternative
incentive solution for employees in such countries where participation in
Performance Share Plan 2016 is not advisable. Such alternative incentive
solution shall, as far as practically possible, correspond to the terms for the
Performance Share Plan 2016.

5)    Before the performance matching is finally determined, the Board of
Directors shall verify whether the performance matching is reasonable
considering the Company’s financial results and position, conditions on the
stock market and other circumstances. If the Board of Directors considers
otherwise, it shall reduce the number of performance shares to be matched to the
lower number of shares deemed appropriate by the Board of Directors.

13 b) Authorization for the Board of Directors to resolve on acquisitions of
shares and resolution on transfers of own shares to the participants in LTI

2016

13 b).I - Authorization for the Board of Directors to resolve on acquisitions of
shares of series B in Saab on Nasdaq Stockholm

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to resolve on acquisitions of own shares of series B in Saab
on Nasdaq Stockholm in accordance with the following conditions.

  · Acquisitions of shares of series B may only be effected on Nasdaq Stockholm.
  · A maximum of 1,340,000 shares of series B in Saab may be acquired to secure
delivery of shares to participants in Saab’s long-term Share Matching Plan and
Performance Share Plan and for subsequent transfers on Nasdaq Stockholm to cover
certain costs associated with LTI 2016, mainly social security costs.
  · Acquisitions of shares of series B in Saab on Nasdaq Stockholm may only be
made at a price within the price range (spread) on Nasdaq Stockholm applicable
from time to time, meaning the spread between the highest purchase price and the
lowest selling price.
  · The authorization may be utilised on one or several occasions, however, only
until the Annual General Meeting 2017.

13 b).II - Resolution on transfers of acquired own shares of series B to
participants in LTI 2016

Transfers of shares of series B in Saab may be made on the following terms and
conditions.

  · Transfers may be made only of shares of series B in Saab, whereby no more
than 1,340,000 shares of series B in Saab may be transferred, free of
consideration, to participants in LTI 2016.
  · Right to acquire shares of series B in Saab free of consideration shall,
with deviation from the shareholders’ preferential rights, be granted to such
persons within the Saab Group who are participants in LTI 2016. Further,
subsidiaries of Saab shall, with deviation from the shareholders’ preferential
rights, be entitled to acquire shares of series B in Saab free of consideration,
whereby such company shall be obligated to, in accordance with the terms and
conditions of LTI 2016, transfer the shares to such persons within the Saab
Group who participate in LTI 2016.
  · Transfers of shares of series B in Saab shall be made free of consideration
at the time and on the other terms and conditions that participants in LTI 2016
have the right to acquire shares, i.e. normally during the financial year 2020
and in February 2021.
  · The number of shares of series B in Saab that may be transferred under LTI
2016 may be subject to recalculation as a result of an intervening bonus issue,
split, rights issue and/or other similar corporate events.

13 c) Equity swap agreement with third party

In the event that the required majority under item 13 b) above cannot be
reached, the Board of Directors proposes that the Annual General Meeting
resolves that the expected financial exposure of LTI 2016 shall be hedged by
Saab entering into an equity swap agreement with a third party on terms and
conditions in accordance with market practice, whereby the third party in its
own name shall acquire and transfer shares of series B in Saab to employees who
participate in LTI 2016. Additional costs for such equity swap agreement amount
to approximately MSEK 8.

Conditions

The General Meeting’s resolution to implement LTI 2016 in accordance with item
13 a) above is conditional upon the General Meeting resolving either in
accordance with the proposal to authorize the Board of Directors to resolve on
acquisitions of shares of series B in Saab on Nasdaq Stockholm and resolution on
transfers to participants in LTI 2016 of acquired own shares of series B in Saab
in accordance with item 13 b) above, or that an equity swap agreement with a
third party may be entered into in accordance with item 13 c) above.

Majority requirements

The General Meeting’s resolution to implement LTI 2016 under item 13 a) above
requires that more than half of the votes cast are in favour of the proposal.
The resolution to authorize the Board of Directors to acquire shares on Nasdaq
Stockholm and the resolution on transfers to participants in LTI 2016 under
items 13 b).I and 13 b).II above require that the resolution is supported by
shareholders representing at least nine-tenths of the votes cast and votes
represented at the meeting. The resolution that Saab may enter into an equity
swap agreement with a third party under item 13 c) above requires that more than
half of the votes cast are in favour of the proposal.

Other

For a description of Saab’s other share-related incentive programs, reference is
made to note 10 in Saab’s Annual Report for the financial year 2015.

THE BOARD’S PROPOSAL ON ACQUISITION AND TRANSFER OF OWN SHARES (item 14)

14 a) Authorization for the Board of Directors to resolve on acquisition of own
shares

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to, for the period until the next Annual General Meeting,
resolve on acquisitions of own shares in accordance with the following
conditions.

  · Acquisitions shall be limited to the Company’s shares of series B.

  · Acquisitions shall take place on Nasdaq Stockholm.

  · Acquisitions may only be made at a price per share within the price range
(spread) applicable from time to time, meaning the spread between the highest
purchase price and the lowest selling price.

  · A maximum number of shares may be acquired so that the Company’s holding at
any time does not exceed 10 per cent of the total number of shares in the
Company.

  · The authorization may be utilized on one or several occasions up to the next
Annual General Meeting.

The purpose of the authorization 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 for the Company’s share-related incentive
programs.

14 b) Authorization for the Board of Directors to resolve on transfer of own
shares in connection with acquisitions of companies

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to, for the period until the next Annual General Meeting,
resolve on transfers of own shares in connection with or as a result of any
acquisition of companies, in accordance with the following conditions.

  · Transfers may be made on Nasdaq Stockholm at a price per share within the
price range (spread) applicable from time to time, meaning the spread between
the highest purchase price and the lowest selling price.

  · Transfers may take place as set out in Chapter 19, Sections 35-37 of the
Swedish Companies Act, i.e. in other way than on the Stock Exchange.

  · Transfers in connection with acquisitions of companies or business shall
take place at a price that closely corresponds to the market value of the
Company’s share at the time of the resolution on the transfer.

  · No more than the number of shares of series B that the Company holds at the
time of the Board of Directors’ resolution may be transferred based on this
authorization.

  · The authorization includes the right to resolve on deviation from the
shareholders’ preferential rights and that payments could be made other than in
cash.

  · The authorization may be utilized on one or more occasions before the next
Annual General Meeting.

The purpose of the authorization is to provide the Board of Directors with
increased scope for action in connection with financing of acquisitions of
companies.

The reason for deviating from the shareholders’ preferential rights is to enable
alternative forms of payment for acquisitions of companies or businesses.

14 c) Transfer of own shares to cover costs as a result of previous years’
implementation of incentive programs

The Board of Directors proposes that the Annual General Meeting resolves on
transfers of own shares as a result of the previous years’ implementation of
incentive programs on the following terms.

The Board of Directors proposes that the Annual General Meeting resolves that
the Company shall have the right to, prior to the Annual General Meeting 2017,
transfer a maximum of 1,200,000 shares of series B, in order to cover certain
costs, mainly social security costs, that may arise in relation to Share
Matching Plan 2012, 2013, 2014 and 2015 as well as Performance Share Plan 2012,
2013, 2014 and 2015. Transfers of the shares shall be effected at Nasdaq
Stockholm at a price within the price range (spread) applicable from time to
time, meaning the spread between the highest purchase price and the lowest
selling price.

Majority requirements

Resolutions in accordance with item 14 a), 14 b) and 14 c) above require that
shareholders representing at least two-thirds of the votes cast as well as the
shares represented at the meeting are in favour of the proposal.

SHARES AND VOTES

As of 10 March 2016, the Company has in total 109,150,344 shares, of which
1,907,123 are shares of series A with ten votes per share and 107,243,221 are
shares of series B with one vote per share, which together represent 126,314,451
votes. As of the same day, the Company holds 3 124 665 own shares of series B,
corresponding to 3 124 665 votes that cannot be represented at the Annual
General Meeting.

INFORMATION AT THE ANNUAL GENERAL MEETING

The Board of Directors and the President shall, if any shareholder so requests
and the Board of Directors believes that it can be done without material harm to
the Company, provide information regarding circumstances that may affect the
assessment of an item on the agenda, circumstances that can affect the
assessment of the Company’s or its subsidiaries’ financial situation and the
Company’s relation to other companies within the Group. Shareholders that wish
to submit questions in advance may send them to Saab AB, CEO Office, Box 12062,
SE-102 22 Stockholm, Sweden.

DOCUMENTS

The Board’s statement pursuant to Chapter 19, Section 22 in the Swedish
Companies Act considering the proposals under items 13 b) and 14 a) is available
at the Company, Saab AB, CEO Office, Box 12062, SE-102 22 Stockholm, Sweden, and
on the website of the Company www.saabgroup.com/arsstamma.

Accounting documents and the Audit Report are available at the Company, Saab AB,
CEO Office, Box 12062, SE-102 22 Stockholm, Sweden, and on the website of the
Company www.saabgroup.com/arsstamma. The Auditor’s statement pursuant to Chapter
8, Section 54 pursuant to the Swedish Companies Act regarding remuneration
guidelines to senior executives is also available at the Company and on the
Company’s website (as above).

The documents will be sent free of charge to shareholders who request them and
state their address.

Linköping in March 2016

The Board of Directors in Saab Aktiebolag (publ)

For further information, please contact:
Saab Press Centre,
+46 (0)734 180 018,
presscentre@saabgroup.com

www.saabgroup.com
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Saab serves the global market with world-leading products, services and
solutions within military defence and civil security. Saab has operations and
employees on all continents around the world. Through innovative, collaborative
and pragmatic thinking, Saab develops, adopts and improves new technology to
meet customers’ changing needs.

The information was submitted for publication on 10 March 2016 at 11.00 (CET).

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[1] (http://connect.ne.cision.com#_ftnref1) Adjusted for acquisitions and
divestments, and exchange rates differences.

[2] (http://connect.ne.cision.com#_ftnref2) Adjusted for acquisitions and
divestments, and non-recurring items.

[3] (http://connect.ne.cision.com#_ftnref3) Adjusted for acquisitions and
divestments, and non-recurring items.

Attachments

03092287.pdf