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Annual General Meeting 2014

Ratos’s Annual General Meeting (AGM) was held on 27 March 2014 in Stockholm.

 

 

 

Board of Directors and Auditor

The AGM re-elected Board members Lars Berg, Staffan Bohman, Arne Karlsson, Annette Sadolin, Jan Söderberg and Per-Olof Söderberg. Charlotte Strömberg was elected as new member of the Board. 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 on Class A and Class B shares

The AGM decided on an ordinary dividend of SEK 3.00 per share (3.00) of class A and B. The record date for the right to receive dividends is 1 April and dividends are expected to be paid on 4 April 2014.



Dividend on Class C preference shares

The AGM decided that dividend on outstanding Class C preference shares, 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 of SEK 100. The record dates for the quarterly dividends until the next AGM are 15 May 2014, 15 August 2014, 14 November 2014 and 13 February 2015.

 

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 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 issue of Class B shares 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.



Authorisation for new issue of preference shares to be used at acquisitions

The AGM decided, as 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 Class C and/or Class D preference shares. The authorisation shall comprise a maximum total of total 1,250,000 Class C and/or Class D preference shares.

 

The AGM also decided on amendments to the Articles of Association to enable a new issue of Class D preference shares. Dividends on all new Class C and/or Class D preference shares which may be issued prior to the AGM 2015 shall be paid a quarterly dividend of SEK 25 per share, although a maximum of SEK 100. 

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Related information

Minutes AGM 2014

Notice of the AGM and proposed agenda

Nomination Committee

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 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 transfer of treasury shares to adm empl.

Item 19 - Proposal on issue of synthetic options

item 20 - Proposal amendments to the Articles of Association

Item 21 - Proposal purchase of treasury shares

Item 22 - Proposal new issue of Class B shares

Item 23 - Proposal new issue of preference shares

CEO's address

Related information

Minutes AGM 2014

Notice of the AGM and proposed agenda

Nomination Committee

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 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 transfer of treasury shares to adm empl.

Item 19 - Proposal on issue of synthetic options

item 20 - Proposal amendments to the Articles of Association

Item 21 - Proposal purchase of treasury shares

Item 22 - Proposal new issue of Class B shares

Item 23 - Proposal new issue of preference shares

CEO's address

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