Annual General Meeting 2014
The Ratos Annual General Meeting was held on Thursday, 27 March 2014 at 16.30 at Stockholm Waterfront Congress Centre, Nils Ericsons Plan 4, Stockholm.
Election of board members and auditor The Meeting followed the nomination committee's proposal and resolved to re-elect Lars Berg, Staffan Bohman, Arne Karlsson, Annette Sadolin, Jan Söderberg and Per-Olof Söderberg. Charlotte Strömberg was elected as a new board member. Arne Karlsson was elected as chairman of the board. A more detailed presentation of the board members is available here.
The Meeting also elected PricewaterhouseCoopers AB as auditor for the period until the close of the next Annual General Meeting.
Dividend on Class A and Class B shares The Meeting resolved on an ordinary dividend of SEK 3.00 per share (3.00) on Class A and Class B shares. The record date for the dividend was set at 1 April and payment is expected to be made on 4 April 2014.
Dividend proposal on Class C preference shares The board resolved that the dividend on outstanding Class C preference shares until the Annual General Meeting 2015, in accordance with the articles of association, shall be paid quarterly at SEK 25 per Class C preference share, up to a maximum of SEK 100. The record dates for the quarterly dividends until the next Annual General Meeting were set at 15 May 2014, 15 August 2014, 14 November 2014 and 13 February 2015.
Repurchase The Meeting authorised the board to resolve to repurchase, during the period 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 800,000 call options 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 800,000 shares in the company in connection with the exercise of the aforementioned options.
In addition, the Meeting resolved 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 16,000 Ratos Class B shares to administrative staff within Ratos.
Authorisation to issue new Class B 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 35 million Class B shares.
Authorisation to issue preference shares for use in acquisitions The Meeting resolved, as in the previous year, to authorise the board to, 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 Class C and/or Class D preference shares. The authorisation covers a total of no more than 1,250,000 Class C and/or Class D preference shares.
The Meeting further resolved to amend the articles of association to enable the issue of Class D preference shares, and that the dividend on Class C and/or Class D preference shares that may be issued before the Annual General Meeting 2015 shall be paid quarterly at SEK 25 per Class C and/or Class D preference share, up to a maximum of SEK 100.