Swedish Automobile Extraordinary general Meeting

On November 11th Swedish Automobile will held and extraordinary general meeting of shareholders.

These are the 2 points that will be disused according to the agenda:

  1. Amendment of the articles of association of the Company and power of attorney to have the deed executed (decision)
  2. Composition of the board of the Company (decision)

The first point is a little bit too technical for me to understand it, but it looks like some preparation to allow Youngman and Pang Da to enter as part owners into Swedish Automobile.

The second one is the most interesting for me. On the one side Swedish Automobile will move from the current two tier board (management board and supervisory board) to a one tier board.

In a one-tier board model all directors will be part of one body. The management duties within the Company will be divided between one or more executive directors and two or more non-executive directors. Only natural persons can be nonexecutive directors. The executive directors will in particular be involved in the day-to-day management of the Company. The non-executive directors will supervise the performance of duties of the executive directors and the general course of affairs in the Company.

I don’t know if this is important for the company, and they say that this has nothing to do with Youngman and Pang Da, only on the explanatory notes they say:

The introduction of a one-tier board anticipates the Amendment Book 2 Civil Code regarding changes to the rules on the management and supervision of public and private companies (Bill on Management and Supervision). The Bill on Management and Supervision provides for the introduction of a provision for the inclusion of managing directors and supervisory directors in one corporate body.

The composition of the board will depend on the investment of Youngman and Pang Da on Swedish Automobile.

A. If Pang Da and Youngman have not made a capital contribution of at least 12.5% per 11 November 2011, it is proposed to compose a one tier board of five members.

Non-executive members:

  • Mr. J.B.Th. Hugenholtz (Chairman)
  • Mr. M. La Noce (Vice-chairman)
  • Mr. A.J. Roepers.

Executive members:

  • Mr. V.R. Muller (CEO)
  • Mr. R. Schuijt (Senior Vice-President Corporate Development and “acting” CFO).

Mr. Muller is also Chairman and CEO of the board of Saab Automobile.

B. If Pang Da and/or Youngman have made a capital contribution of at least 12.5% per 11 November 2011 or at a later date, it is proposed to compose a one tier board of nine members, consisting of seven non-executive and two executive members.

Non-executive members:

  • Mr. V.R. Muller (Chairman)
  • Two independent members, both to be nominated at a later date
  • per the date that Pang Da acquires a share interest in the Company of at least 12.5%, Pang Da proposes to appoint Mr. Qingha Pang and per the date Pang Da acquires a share interest in the Company of at least 20%, Mr. S. Cai
  • per the date that Youngman acquires a share interest in the Company of at least 12.5%, Youngman proposes to appoint Mr. Qingian Pang and per the date that Pang Da acquires a share interest in the Company of at least 20%, Mr. B. Hamsten.

Executive members:

  • Mr. M. Larsson (Director Business Development Saab Automobile)
  • Mr. R. Schuijt (Senior Vice-President Corporate Development and “acting” CFO).

Mr. Muller is also Chairman and CEO of the board of Saab Automobile. Messrs. Hugenholtz, La Noce and Roepers have announced that they will step down in this case.

There is a third document, called Proposed amendment Art.of Ass. Swedish Automobile NV. In that document you can find, the new statutes (or the changes) for Swedish Automobile.

In Article 14, it says:

The general meeting may appoint one of the executive directors as Chief Executive Officer and one as Chief Financial Officer.

If this is how they will do it, and Mr Schuijt will be the CFO, it looks like we know the possible predecessor of Mr Muller as CEO of Swedish Automobile, and as Spyker Cars should be sold by then, and Saab Automobile.

Those are the biographies of the members of the board in case Pang Da and Youngman are allowed to invest in Saab.

This is my very private view on this documents.

If Youngman and Pang Da are allowed to invest in Swedish Automobile not much will be there that will be related to the old Spyker days. In this case it is my believe that Spyker will be sold, and Mr. Muller will once again take care of Spyker as CEO of that company.

On the opposite case, I doubt that Swedish Automobile would sell Spyker, as Saab Automobile could cease to exist, and in this case Spyker cars would be the only company remaining.

Reading the biographies of the possible future members of the board makes me feel optimistic on the future of Saab. Mr. Qingnian Pang has enough credentials to know how to get permission from the NDRC and maybe other Chinese authorities, and with Mr. Hamsten SWAN will get somebody with founded experience in the automotive world.

The next important date will be October 14th. The NDRC should by then issue the (dis)approval document. The whole process should be done on November 8th, three days later the EGMS will be held in Zeewolde,NL.

In the meantime, and already knowing if the Chinese money will arrive or not, on October 31st, the administrator Mr Guy Lofalk will meet with the creditors to discuss how and when the production can be restarted, which nobody should expect to happen before December 2011.

goofy
Member
4 years 11 months ago

It is interesting that one of Youngman’s representatives on the proposed board is Swedish.

Ronnie_Rad
Member
4 years 11 months ago

On the opposite case, I doubt that Swedish Automobile would sell Spyker, as Saab Automobile could cease to exist, and in this case Spyker cars would be the only company remaining.

Why would this be the case? Wouldn’t the proceeds from the Spyker sale help Saab? And who is to say that the appointing of a new CEO doesn’t mean that Muller won’t stay as the Chairman only (as he was when JAJ was on board) ? He doesn’t HAVE to vacate to Spyker.

In any event, who would be the new CEO of Saab then?

kochje
Member
4 years 11 months ago

For me October 14th is the most important date.
Just want the decision of NDRC to be positive so that the Chinese investment can be made.
At that point it will be VM who will decide if Spyker will be sold for 32M Euro.
That money will so be put in SWAN and Saab will benefit from that.
VM stays CEO of Spyker and becomes non-executive member (Chairman) of the board of SWAN.
That puts him in a position he deserves after all the work he has done and the financial situation of both Spyker and SWAN will so be much stronger.
Saab Up

zveerz
Member
4 years 11 months ago

I feel very confident about positive NDRC decision. You may ask – why? because of this entry in Mr. Qinghua Pang CV: “He was also secretary of the Party Committee”. I think it is significant point in China. 🙂

lala
Member
4 years 11 months ago
v4ever
Guest
4 years 11 months ago
Any money coming in from the sale of Spyker will NOT go into SWAN/Saab. The money from the Spyker sale will go to a company called Tenaci which was registered by Muller at his home address, when he bought Saab. Tenaci lent money to Muller for him to purchase the company and the collateral he used against that was the enitre assets of Spyker. Who actually invested the money into Tenaci has never ben revealed but all assets of any Spyker sale will go to pay off that debt. If any funding is left over from that sale to North… Read more »
Khrisdk
Member
4 years 11 months ago

Correct.

As far as I know it will only help SWAN by reducing creditors by one.
Which does look good on paper, but has no real effect on operations

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