Annual General Meeting 2022
The Ratos Annual General Meeting, held on 22 March 2022, was conducted by postal voting, without physical attendance.
The Meeting adopted the balance sheets and income statements for the parent company and the Group for the financial year 2021. The Meeting granted the board members and the President and CEO discharge from liability for the financial year 2021.
Election of board members and auditor
The Meeting followed the nomination committee's proposal and resolved to appoint seven ordinary members, without deputies, and to re-elect Per-Olof Söderberg, who was also re-elected as chairman of the board, Ulla Litzén, Karsten Slotte, Jan Söderberg and Jonas Wiström (CEO), and to elect Tone Lunde Bakker and Helena Svancar as new members. Eva Karlsson declined re-election. For a more detailed presentation of the board members, please refer to www.ratos.com.
The Meeting further resolved, in accordance with the nomination committee's proposal, to maintain the unchanged fee for the chairman of the board (SEK 970,000) and to increase the fee for the remaining board members, except CEO Jonas Wiström, by SEK 15,000 (to SEK 500,000) per member. The fee for members of the Audit Committee was increased by SEK 100,000 for the committee chair (to SEK 250,000) and remains unchanged for committee members (SEK 100,000). The fee for the Remuneration Committee was increased by SEK 25,000 for both the chair and members (to SEK 75,000). The auditor's fee shall be paid in accordance with approved invoices.
The Meeting re-elected Ernst & Young AB as auditor for the period until the close of the next Annual General Meeting.
Dividend on Class A and Class B shares
The Meeting resolved on a dividend of SEK 1.20 per Class A and Class B share. The record date for the dividend was set at 24 March 2022 and payment is expected to be made on 29 March 2022.
Remuneration report
The Meeting resolved, in accordance with the board's proposal, to approve the remuneration report.
Guidelines for remuneration of senior executives
The Meeting approved the board's proposal regarding guidelines for remuneration of senior executives.
Incentive programme
The Meeting resolved, in accordance with the board's proposal, to introduce a long-term incentive programme 2022/2026 for the CEO and other key persons at Ratos, comprising convertibles and warrants (together the "Instruments"), through a directed issue of no more than 1,835,000 convertibles and a directed issue of no more than 892,500 warrants; however, no more than 1,835,000 Instruments in total may be issued. The increase in the company's share capital may accordingly, upon full utilisation of the Instruments, amount to no more than SEK 5,780,250 (assuming the current quota value and that no recalculation has been made pursuant to the terms and conditions of the programme).
Repurchase and transfer of own shares
The Meeting resolved to authorise the board to resolve to repurchase, during the period until the next Annual General Meeting, no more shares than such that the company's holding of own shares does not at any time exceed ten per cent of all shares in the company.
The Meeting further resolved to authorise the board to resolve to transfer all held own shares, either through trading on Nasdaq Stockholm at a price per share within the registered trading range at the time, or outside Nasdaq Stockholm, with or without deviation from shareholders' pre-emptive rights and with or without provisions regarding payment in kind or set-off rights.