Annual General Meeting 2015
Ratos’s Annual General Meeting (AGM) was held on16 April 2015 at Stockholm Waterfront Congress Centre.
Election of Board of Directors and Auditor
The Meeting resolved in accordance with the Nomination Committee’s proposal and decided to re-elect Board members Staffan Bohman, Arne Karlsson, Annette Sadolin, Charlotte Strömberg, Jan Söderberg and Per-Olof Söderberg. Karsten Slotte was elected as a new member of the Board. Arne Karlsson was elected as Chairman of the Board. A more detailed presentation of the Board is available here.
The AGM also elected PricewaterhouseCoopers AB as auditors for the period until the next annual general meeting has been held.
Dividend on Class A and Class B shares
The AGM resolved on an ordinary dividend of SEK 3.25 (3.00) per Class A and Class B share. The record date for the right to receive dividends was scheduled as 20 April and dividends are expected to be paid on 23 April 2015.
Dividend on Class C preference shares
The AGM resolved that a dividend on outstanding Class C preference shares until the 2016 Annual General Meeting, in accordance with the Articles of Association, shall be paid quarterly in an amount of SEK 25 per Class C preference share, although a maximum amount of SEK 100. The record dates for the quarterly dividends until the next AGM were scheduled as 15 May 2015, 14 August 2015, 13 November 2015 and 15 February 2016.
Purchase of treasury shares
The AGM gave the Board a mandate to decide, during the period until the next AGM, on repurchase of a maximum number of shares so that the company’s holding of treasury shares does not at any time exceed 7% of the total number of shares in the company. At the subsequent statutory meeting, the Board decided to give the CEO, in consultation with the Chairman, a mandate to carry out purchases of treasury shares in accordance with the mandate given to the Board by the AGM.
The AGM resolved to issue a maximum of 800,000 call options on Ratos Class B treasury shares to be transferred for a market premium to key people within Ratos. The AGM further resolved to transfer a maximum of 800,000 treasury shares when the above-mentioned options are exercised.
The Meeting also resolved on a cash-settled option programme related to Ratos’s investments in the holdings. The programme will be carried out by issuing synthetic options which key people within Ratos will be entitled to acquire at a market price.
The Meeting also resolved on a transfer of a maximum of 16,000 Ratos B treasury shares to administrative employees at Ratos.
Authorisation for new issue of Class B shares to be used at acquisitions
The AGM resolved to authorise the Board, during the period until the next AGM, in conjunction with agreements on company acquisitions, on one or several occasions, with or without deviation from the pre-emptive rights of shareholders, for a cash payment, through set-off or non-cash, to make a decision on a new issue of Ratos shares. This authorisation comprises a maximum of 35 million Class B shares.
Authorisation for new issue of preference shares to be used at acquisitions
The AGM further resolved to authorise the Board, during the period until the next AGM, in conjunction with agreements on company acquisitions, on one or several occasions, with or without deviation from the pre-emptive rights of shareholders, for a cash payment, through set-off or non-cash, to make a decision on a new issue of Class C and/or Class D preference shares. The authorisation shall comprise a maximum total of 1,250,000 Class C and/or Class D preference shares.
The AGM further resolved on amendments to the Articles of Association to enable a new issue of Class D preference shares as well as dividends on Class C and/or Class D shares which may be issued prior to the 2016 AGM to be paid quarterly of SEK 25 per Class C and/or Class D preference share, although a maximum of SEK 100.