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Annual General Meeting 2013

Ratos’s Annual General Meeting (AGM) was held on 17 April 2013 in Stockholm.

 

 

 

Board of Directors and Auditor

The AGM re-elected Board members Lars Berg, Staffan Bohman, Arne Karlsson, Annette Sadolin, Jan Söderberg, Per-Olof Söderberg and Margareth Øvrum. Arne Karlsson was elected as Chairman of the Board. A more detailed presentation of the Board can be found here. 


The AGM elected PricewaterhouseCoopers AB as auditors for the period until the next annual general meeting has been held.



Dividend

The AGM decided on an ordinary dividend of SEK 3.00 per share (5.50) of class A and B. The record date for the right to receive dividends is 22 April and dividends are expected to be paid on 25 April 2013.

 

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.



Incentive programmes

The AGM decided to issue a maximum of 800,000 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 800,000 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 in Ratos.



Authorisation for new issues to be used at acquisitions

The AGM decided, as in previous year, 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.



Authorisation for issue of preference shares to be used at acquisitions

The AGM decided to authorise the Board, 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 preference shares. The authorisation shall comprise a maximum total of 1,250,000 Class C preference shares. 


The AGM also decided on amendments to the Articles of Association to enable a new issue of Class C preference shares, with a quarterly dividend of SEK 25 per share, although a maximum of SEK 100 per year.

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Related information

Minutes AGM 2013

Notice of the AGM and proposed agenda

Annual report 2012

Nomination Committee explanatory memorandum

Proposal by the Nomination Committee re Board of Directors etc

Evaluation of Ratos's incentive system

Auditors statement

Item 11 - Statement by the Board of Directors

Item 14 - Proposals by shareholders re Board of Directors

Item 15 - Proposal re Nomination Committee

Item 16 - Proposal on guidelines

Item 17 - Proposal issue of call options

Item 17 appendix - Terms and conditions call options

Item 18 - Proposal on issue of synthetic options

Item 19 - Proposal transfer of treasury share to adm empl.

Item 20 - Proposal purchase of treasury shares

Item 21 - Proposal new issue of shares

Item 22- Proposal amendment to the Articles of Association

Item 23 - Proposal new issue of preference shares

CEOs address

Related information

Minutes AGM 2013

Notice of the AGM and proposed agenda

Annual report 2012

Nomination Committee explanatory memorandum

Proposal by the Nomination Committee re Board of Directors etc

Evaluation of Ratos's incentive system

Auditors statement

Item 11 - Statement by the Board of Directors

Item 14 - Proposals by shareholders re Board of Directors

Item 15 - Proposal re Nomination Committee

Item 16 - Proposal on guidelines

Item 17 - Proposal issue of call options

Item 17 appendix - Terms and conditions call options

Item 18 - Proposal on issue of synthetic options

Item 19 - Proposal transfer of treasury share to adm empl.

Item 20 - Proposal purchase of treasury shares

Item 21 - Proposal new issue of shares

Item 22- Proposal amendment to the Articles of Association

Item 23 - Proposal new issue of preference shares

CEOs address

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