Annual General Meeting 2011
The Ratos Annual General Meeting was held on 5 April 2011 at Berwaldhallen, Stockholm.
Election of board members
The Meeting followed the nomination committee's proposal and resolved to re-elect Olof Stenhammar, Lars Berg, Staffan Bohman, Arne Karlsson (CEO), Annette Sadolin, Jan Söderberg, Per-Olof Söderberg and Margareth Øvrum. Olof Stenhammar was elected as chairman of the board.
Dividend
The Meeting resolved on an ordinary dividend of SEK 10.50 per share (9.50) on Class A and Class B shares. The record date for the dividend was set at 8 April and payment is expected to be made on 13 April 2011.
Share split 2:1
The Meeting resolved on a share split whereby each existing share is divided into two shares of the same class. The record date at Euroclear Sweden will be 6 May 2011, meaning that the last day of trading before the split will be 3 May. The total number of shares will thereafter increase from 162,070,448 to 324,140,896.
Repurchase
The Meeting authorised the board to resolve to repurchase, 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 four per cent of all shares in the company. At the subsequent constitutive board meeting, the board resolved to delegate authority to the CEO, in consultation with the chairman, to carry out repurchases in accordance with the mandate received from the Meeting.
Incentive programme
The Meeting resolved to issue no more than 650,000 call options (pre-split) on repurchased Ratos shares to be transferred at a market premium to key persons within Ratos. The Meeting also resolved to transfer no more than 650,000 shares (pre-split) in the company in connection with the exercise of the aforementioned options.
The Meeting further resolved, as in the previous year, on a cash-settled option programme related to Ratos investments in holdings. The programme will be implemented through the issue of synthetic options which key persons within Ratos shall be entitled to acquire.
The Meeting also resolved to transfer a total of no more than 8,000 Ratos Class B shares (pre-split) to administrative staff.
Authorisation to issue new shares for use in acquisitions
The Meeting resolved to authorise the board to, until the next Annual General Meeting, in connection with agreements on company acquisitions, on one or more occasions, with or without deviation from shareholders' pre-emptive rights, against cash payment, through set-off or payment in kind, issue new Ratos shares. The authorisation covers a total of no more than 17.5 million Class B shares (pre-split).