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.
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.