Annual General Meeting 2012
Ratos's Annual General Meeting (AGM) was held on 18 April 2012 in Stockholm.
Board of Directors
The AGM re-elected Board members Lars Berg, Staffan Bohman, Arne Karlsson, Annette Sadolin, Jan Söderberg, Per-Olof Söderberg and Margareth Øvrum. Olof Stenhammar had declined re-election. Arne Karlsson was elected as Chairman of the Board. The AGM elected PricewaterhouseCoopers AB as auditors for the period until the next annual general meeting has been held.
The AGM decided on an ordinary dividend of SEK 5.50 per share (5.25) of class A and B. The record date for the right to receive dividends is 23 April and dividends are expected to be paid on 26 April 2012.
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 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 decided to issue a maximum of 1,150,000 call options on repurchased Ratos-shares to be sold at a market premium to key people within Ratos. It was further decided on a transfer of a maximum of 1,150,000 shares 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 16,000 class B shares 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 35 million B shares.