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TRANSCRIPT
A l G l M ti 2010Annual General Meeting 2010
StockholmMarch 26, 2010,
AGM SSAB AB(publ)Agenda
1. Election of a chairman of the meeting.2. Preparation and approval of the voting register.3. Approval of the agenda proposed by the Board of Directors.4. Election of one or two persons to attest the minutes of the meeting.p g5. Determination whether the meeting has been duly convened.6. Presentation of the annual report and the auditors’ report, as well as the consolidated
financial statements and the auditors’ report for the Group. In connection therewith:a) An address by the Chairman of the Board including a report on the work of the Board;b) An address by the President;b) An address by the President;c) A report by the auditor-in-charge regarding the audit work.
7. Resolutions regarding:a) Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;) f fb) Allocation of the company’s profits in accordance with the adopted balance sheet;
c) The record date for dividends;d) Discharge from liability for the directors and the President.
8. A report regarding the work of the Nomination Committee.9. Determination of the number of directors.10. Determination of fees for the Chairman of the Board, directors and auditors.11. Election of the Board of Directors.12. Election of the Chairman of the Board.13. Criteria for the composition of the Nomination Committee.14 Approval of guidelines for determination of salaries and other compensation for the President14. Approval of guidelines for determination of salaries and other compensation for the President
and other senior executives.15. Resolution regarding an amendment to the by-laws.16. Closure of the Annual General Meeting.
2
It 1Item 1
Election of a chairman of the meeting
A l G l M ti 2010Annual General Meeting 2010
Stockholm March 26, 2010,
It 2Item 2
Preparation and approval of the voting register
It 3Item 3
Approval of the agenda proposed by the Board of Directors
AGM SSAB AB(publ)Agenda
1. Election of a chairman of the meeting.2. Preparation and approval of the voting register.3. Approval of the agenda proposed by the Board of Directors.4. Election of one or two persons to attest the minutes of the meeting.p g5. Determination whether the meeting has been duly convened.6. Presentation of the annual report and the auditors’ report, as well as the consolidated
financial statements and the auditors’ report for the Group. In connection therewith:a) An address by the Chairman of the Board including a report on the work of the Board;b) An address by the President;b) An address by the President;c) A report by the auditor-in-charge regarding the audit work.
7. Resolutions regarding:a) Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;) f fb) Allocation of the company’s profits in accordance with the adopted balance sheet;
c) The record date for dividends;d) Discharge from liability for the directors and the President.
8. A report regarding the work of the Nomination Committee.9. Determination of the number of directors.10. Determination of fees for the Chairman of the Board, directors and auditors.11. Election of the Board of Directors.12. Election of the Chairman of the Board.13. Criteria for the composition of the Nomination Committee.14 Approval of guidelines for determination of salaries and other compensation for the President14. Approval of guidelines for determination of salaries and other compensation for the President
and other senior executives.15. Resolution regarding an amendment to the by-laws.16. Closure of the Annual General Meeting.
7
It 4Item 4
Election of one or two persons to attest the minutes of the meeting
It 5Item 5
Determination whether the meeting has been duly convened
It 6Item 6P t ti f th l t d th dit ’ t llPresentation of the annual report and the auditors’ report, as well as the consolidated financial statements and the auditors’ report for the Groupfor the Group
It 6Item 6a
Annual General MeetingSverker Martin-Löf, Chairman of the Board,
Ersättningar till VD och Övrig koncernledningErsättningar till VD och Övrig koncernledning
VDMkr 2009 2008 2007 2006 1) 2009 2007 2006Fast lön 4,7 4,7 4,5 3.6 16,6 11,2 8.4Övriga förmåner 0 2 0 2 0 1 0 2 0 8 0 5 0 5
200816,6
0 9
Övrig koncernledning 3)
Övriga förmåner 0,2 0,2 0,1 0.2 0,8 0,5 0.5Rörlig lönedel - 2,2 2,2 1.8 - 7,2 4.4Tillfälligt incitamentsprogram - 4,5 - - - - 1.9Övriga ersättningar 2) - - - - - - -Totala ersättningar 4 9 11 7 6 8 5 6 17 4 18 9 15 240 7
0,99,8
11,22,2
Totala ersättningar 4,9 11,7 6,8 5.6 17,4 18,9 15.2Pensionskostnader 1,3 1,4 1,3 1.1 7,3 5,5 6.3Övriga pensionskostnader 6.3Summa 6,2 13,1 8,1 6.7 24,7 24,4
40,77,8
48,5
1) Avser10 månader, fr.o.m 1 mars 20062) Avser utbetalt avgångsvederlag.3) Antalet medelemmar i övrig koncenledning kan variera mellan åren
SSABs kostnader, 2009SSABs kostnader, 2009
Avskrivningar
Insatsvaror
Köpta produkter
Energi
Personalkostnader
TillverkningskostnaderVD & Koncernledning
<0,1%
Target for temporary incentive programTarget for temporary incentive program
Realization of announced synergies
Profit margin compared with peer
group
Cash flow
Mobile, Alabama14
Mål för tillfälligt incitamentsprogramMål för tillfälligt incitamentsprogram
I samband med förvärvet av IPSCO
beslutade styrelsen om ett tillfälligt
incitamentsprogram
Realisera annonserade synergier
Vinstmarginal jämfört med andra
stålbolag
Kassaflöde
Mobile, Alabama
SSABs jämställdhetsarbeteSSABs jämställdhetsarbete
A d l k i i k A d l k i li h f
18%
20%
16%
18%
Andel kvinnor i koncernen Andel kvinnliga chefer
12%
14%
16%
18%
10%
12%
14%
16%
4%
6%
8%
10%
4%
6%
8%
10%
0%
2%
4%
2008 20090%
2%
2008 2009
It 6bItem 6b
Annual General Meeting 2009Olof Faxander, President & CEO,
2009 – A turbulent steel year2009 A turbulent steel year
F ll i ti ll k 1H 09 th Following an exceptionally weak 1H-09, the market has somewhat recovered
Significant production curtailments among global producers marked a large part of the year
Reduced contract prices for iron ore and coking coal, spot prices increased significantly in 2H-09
Demand shift from Europe and NA to Asia
~1,200 ~1,200
Demand shift from Europe and NA to Asia Annual growth 1998-2008percent
Apparent steel use (supply to market from mills)Million tons, finished steel
Annual growth 2008-2010percent1,200
~1,100 0.6
-1.1
p
-13.0
-13.3
p
685
3.7 -8.14
14.6EU-27
NAFTA11.6
9.3ChinaOther developed
India11.1
1998 2008 2009 2010E
5.7India
Other developing -4.4
1998 2008 2009 2010ESource: WSA Apparent Steel Consumption Outlook (2009-10-12); SSAB analysis
Capital Markets Day, February 23, 2010 6
SSAB in 2009SSAB in 2009 Prompt actions reduced the impact of the crisis
Operating cash flow of almost SEK 5bn, despite an operating loss
The cost savings program developed well, at a lower expense than initially planned forp y p– Released SEK 5bn in working capital– Reduced fixed costs by almost 20%
In a weak market, SSAB North America performed well
Continued focus on safety led to a reduction in the number of accidentsthe number of accidents
Sales and Operating results 2004 - 2009Sales and Operating results, 2004 2009
60 000
Sales12 000
Operating resultsSEK million
30 000
40 000
50 000
4 000
6 000
8 000
10 000
10 000
20 000
30 000
-2 000
0
2 000
4 000
02004 2005 2006 2007 2008 2009
-4 0002004 2005 2006 2007 2008 2009
Developing projects with customersDeveloping projects with customers at an all-time high
Advanced high strength steels are found in 22 structural components of the Fiat 500 – the Car of the Year 2008
The result of close cooperation The result of close cooperation between SSAB and Fiat
High strengths steels in Fiat 500High strengths steels in Fiat 500
SSABs EmployeesSSABs Employees
No of accidents Sick leaveNo of employeesper million work hours
6
7
% of worked timeNo of employees
14
16
9 000
10 000
4
5
6
8
10
12
5 000
6 000
7 000
8 000
1
2
3
2
4
6
8
2 000
3 000
4 000
5 000
0
1
2006 2007 2008 20090
2
2006 2007 2008 20090
1 000
2006 2007 2008 2009
Environmental work and SustainabilityEnvironmental work and Sustainability
Decision to invest in a new exhaust Decision to invest in a new exhaust hood in Oxelösund
SSABs’s target is to reduce CO SSABs s target is to reduce CO2 emissions by 2% per annum and produced ton of steel
SSAB intensified its environmental work and became a core member in the European ULCOS project, to reduce CO2 emissions from steel making
As of 2010, SSAB is a member of UN:s Global Compact
Strategic goalsStrategic goals
World leader in SSAB’s defined niche products in the World leader in SSAB s defined niche products in the production, process development, innovation and sales
Increase niche product volumes to 50% of total Increase niche product volumes to 50% of total shipments by 2015
Establish a strong position in Asiag
Secure and develop strong positions in Europe and North America
To be one of the world’s safest steel companies, having a high performing organization with empowered employeesemployees
Accelerated growth within niche productsAccelerated growth within niche products SSAB has steadily increased its share of niche products, and is
known as a supplier of high quality Niche products increasingly goes beyond just product properties,
i.e. to succeed with the niche growth SSAB will continue to develop other parts of the offering
Niche products share of total deliveries (mix), %
~4 mt ~6 mt
7863
50
2237
5022
2005 Q4 2008 2015e
Niche Ordinary
Our steels contribute to…Our steels contribute to…
Increased strength g
Reduced weight
R d d f l ti Reduced fuel consumption
Increased lifespan
Greater payload capacity
…and much more Value for our customersValue for our customers
High strength steel – value for the customer and the customers’ customerand the customers customer
Hydroforming Design Light, Sweden
Andreoli Engineering& Bordoni Bonfiglio Italy Sweden& Bordoni Bonfiglio, Italy
Labrie Environmental Group, LeciTrailer, Canada Spain
High strength steel in modern cars
SSAB provides Shanghai 2010 with steel
Prelaq Energy will enclose the buildings at
SSAB provides Shanghai 2010 with steel
Prelaq Energy will enclose the buildings at the Swedish pavilion at Expo 2010 in Shanghai
Prelaq Energy is an energy-saving steel that can dissipate heat from solar radiation
Prelaq Energy has properties that contribute to reduce the energy consumption in buildings by up to 15%
The Swedish pavilion at Expo 2010
Create a strong footprinti A i
SSAB invests SEK 300m in Kunshanto create a strong position in Asia
in AsiaAsia7% Asia7% Asia
20%
Rest of World93%
Rest of World80%
Niche volumes 2008 Niche volumes 2015
Capex program to strengthen the niche focus In Mobile, a new quenching line will add ~200 kt of quenched steel
capacity by 2012
In Borlänge, the work to start production of quenched steels is ongoing, and will allow for an initial sales ambition of 300 kt starting 2012
A new finishing line in Kunshan, commissioned in mid-2011
Based on current estimates, capex in 2010 will amount to SEK 3bn, whereof SEK 1.8bn are strategic investments
New organization supports the strategyNew organization supports the strategy
AmericasEMEA
APAC
Business AreaEMEA
Business AreaAmericas
Business AreaAPAC Tibnor PlannjaEMEA Americas APAC
Market outlookMarket outlook
Global steel demand expected to strengthen Global steel demand expected to strengthen somewhat in Q1-10 compared with Q4-09
End of inventory liquidation slight improvement End of inventory liquidation, slight improvement in demand from end-consumers
Steel spot prices have recently improved Steel spot prices have recently improved
Global steel production to increase, due to re-start of idled capacityp y
Scrap prices have increased significantly in recent months
Expectations of higher iron ore and coking coal contract prices in 2010
SSAB - Actions and OutlookSSAB Actions and Outlook Q1-10 volumes expected to increase compared
with Q4-09
Prices expected to be lower in Q1-10 vs. Q4-09
All plants currently producing at close to normal levels
Planned outage in Montpelier will affect earnings by approx. MSEK 250 in H1 2010
The cost savings program has developed well and will generate sustainable annual savings of SEK1bn from 2010
New organization from January 1, 2010
”A stronger lighter andA stronger, lighter and more sustainable world”
Together with our customers SSAB will go further thanTogether with our customers, SSAB will go further than anyone to realize the full potential of lighter, stronger and more durable steel products.
36
It 6Item 6c
Annual General Meeting 2009
Claes Dahlén PricewaterhouseCoopersClaes Dahlén, PricewaterhouseCoopers
It 7Item 7aAd ti f th i t t t d b l h tAdoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheetconsolidated balance sheet
It 7bItem 7b
Allocation of the company’s profits in accordance with the adopted balance sheet
It 7Item 7c
The record date for dividends
It 7dItem 7d
Discharge from liability for the directors and the President
It 8Item 8
A report regarding the work of the Nomination Committee
Carl-Olof By Chairman of the Nomination CommitteeCarl Olof By, Chairman of the Nomination Committee
It 9Item 9
Determination of the number of directors and alternate directors
It 10Item 10
Determination of fees for the Chairman of the Board, directors and auditors
It 11Item 11
Election of the Board of Directors
Board of Directors
C A d G C l Ol f F dCarl Bennet Anders G Carlsson Olof Faxander
Sverker Martin-Löf Marianne Nivert Anders Nyrén
Lars WesterbergJ h T ll kMatti S ndberg
46
Lars WesterbergJohn TullockMatti Sundberg
Carl Bennet (Director)Carl Bennet (Director)Born 1951
Board Member since 2004
Shareholding: 53,375 shares
MSc. in Economics, Tech dr h.c. MSc. in Economics, Tech dr h.c.
Chairman: Elanders, Getinge, Lifcoand University of Gothenburg
Di t H l d LE Director: Holmen and LE Lundbergföretagen
Formerly President and CEO of Getinge
Independent in relation to the company and its major ownerscompany and its major owners
47
Anders G Carlberg (Director)Anders G Carlberg (Director)Born 1943 Board Member since 1986 Board Member since 1986 Shareholding: 6,000 shares MSc. in Economics Di t A l J h Director: Axel Johnson,
Mekonomen, Beijer Alma, Sapa, Sweco and Säkl
Formerly President and CEO of Formerly President and CEO of Nobel Industrier, J.S. Saba and Axel Johnson International, as well as Vice President of SSABas Vice President of SSAB
Independent in relation to the company and its major owners
48
Olof Faxander (President & CEO)Olof Faxander (President & CEO)Born 1970 Board Member since 2006 Board Member since 2006 President and CEO since 2006 Shareholding: 10,000 shares MSc (Material Science) and BSc MSc. (Material Science) and BSc.
(Business Administration) Chairman of the Council of the
Swedish Steel Producers' Association
Director: Industrivärden Formerly Vice President of
Outokumpu.
49
Sverker Martin-Löf (Director and Chairman of the Board)Sverker Martin Löf (Director and Chairman of the Board)Born 1943
Chairman of the Board since 2003
Shareholding: 21,563 shares
Licentiate of Technology, Dr h.c.
Board Chairman: SCA and Skanska Board Chairman: SCA and Skanska
Deputy Chairman: Ericsson, Industrivärden and Svenskt Näringsliv (Confederation ofNäringsliv (Confederation of Swedish Enterprise)
Director: Handelsbanken
Formerly President and CEO of SCA.
Independent in relation to the company
50
Marianne Nivert (Director)Marianne Nivert (Director)Born 1940 Board Member since 2002 Board Member since 2002 Shareholding: 10,000 shares BA Director: Beijer Alma and
Wallenstam Formerly President and CEO of y
Telia Independent in relation to the
company and its major ownerscompany and its major owners
51
Anders Nyrén (Director) Born 1954 B d M b i 2003Anders Nyrén (Director) Board Member since 2003
Shareholding: 2,812 shares
MSc. in Economics, MBA
President and CEO of Industrivärden
Deputy Chairman: Handelsbanken and Sandvikand Sandvik
Director: Ernströmgruppen, Industrivärden, SCA, Skanska and E iEricsson
Chairman of the Board of the Association of Exchange Listed Companies and Association for Generally Accepted Principles in the Securities Market
Formerly Vice President of Skanska
52
Matti Sundberg (Director)Matti Sundberg (Director)Born 1942 B d M b i 2004 Board Member since 2004
Shareholding: 10,000 shares
Mining Counsellor, MSc. in Business and Economics; Dr h.c.
Chairman: Chempolis Oy
Director: Boliden and Skanska Director: Boliden and Skanska
Formerly President and CEO of Valmet/Metso and Ovako Steel
Independent in relation to the Independent in relation to the company and its major owners
53
John Tulloch (Director)John Tulloch (Director)Born 1947 B d M b i 2009 Board Member since 2009
Shareholding: 15,000 shares
Bachelor of Agricultural Science, Master of Science
Formerly Executive Vice President, Steel & Chief Commercial Officer of IPSCOand Executive Vice President of SSAB and President Division IPSCO
Independent in relation to the company’s major ownerscompany s major owners
54
Lars Westerberg (Director)Lars Westerberg (Director)Born 1948 B d M b i 2006 Board Member since 2006
Shareholding: 10,000 shares
Civil Engineer and MBA
Chairman: Autoliv, Husqvarnaand Vattenfall
Director: Volvo Director: Volvo
Formerly President and CEO of Autoliv and Gränges
Independent in relation to the Independent in relation to the company and its major owners
55SSAB - Årsstämma 2009
Post AGM –di t i t d b th ldirectors appointed by the employees
B J ä (1947)Sture Bergvall (1956)Employee representativesince 2005
Bo Jerräng(1947)Suppleant, Employee representative since 2004
Uno Granbom (1952) Bert Johansson (1952)Uno Granbom (1952)Employee representativesince 2008
( )Suppleant, Employee representative r since 1998
Per Scheikl (1968) Ola Parten (1956)Employee representative since 2009 Suppleant,Employee representative
since 2005
56
It 12Item 12
Election of the Chairman of the Board
It 13Item 13
Criteria for the composition of the Nomination Committee
It 14Item 14
Approval of guidelines for determination of salaries and other compensation for the President and other senior executives
It 15Item 15
Resolution regarding an amendment to the by-laws
It 16Item 16
Closure of the Annual General Meeting
A l G l M ti 2010Annual General Meeting 2010
StockholmMarch 26, 2010,