Annual General Meeting 2011
Ratos’s Annual General Meeting (AGM) was held on 5 April 2011 in Stockholm.
Board of Directors
The AGM re-elected Board members Olof Stenhammar, Lars Berg, Staffan Bohman, Arne Karlsson (CEO), Annette Sadolin, Jan Söderberg, Per-Olof Söderberg and Margareth Øvrum. Olof Stenhammar was also elected as Chairman of the Board.
The AGM decided on an ordinary dividend of SEK 10.50 per share (9.50) of class A and B. The record date for the right to receive dividends is 8 April and dividends are expected to be paid on 13 April 2011.
Division of shares (share split) 2:1
The AGM decided on a division of shares (share split) so that each existing share is divided into two shares of the same class. The record date at Euroclear Sweden will be 6 May 2011, i.e. the last day of trading before the split will be 3 May 2011. The total number of shares in Ratos will subsequently increase from 162,070,448 to 324,140,896.
Purchase of treasury shares
The AGM gave the Board a mandate to decide, during the period until the next ordinary AGM, on repurchase of a maximum number of shares so that the company’s holding of treasury shares does not at any time exceed 4% of the total number of shares in the company.
At a 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 decided to issue a maximum of 650,000 call options (prior share split) on repurchased Ratos-shares to be sold at a market price to key people within Ratos. It was further decided on a transfer of a maximum of 650,000 shares (prior share split) in the company when the above-mentioned options are exercised.
In addition, the AGM decided, as in previous year, on a cash-settled option programme related to Ratos’s investments in holdings. The programme will be carried out by issuing synthetic options which key people within Ratos will be entitled to acquire.
The AGM also decided on a transfer of a maximum of 8,000 class B shares (prior share split) to administrative employees.
Authorization for new issues to be used at acquisitions
The AGM decided 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 shares in Ratos. This authorisation shall comprise a maximum of 17.5 million B shares (prior share split).