Annual General Meeting 2017
Ratos’s Annual General Meeting (AGM) was held on 6 April 2017 at Skandiascenen, Cirkus, in Stockholm.
The AGM adopted the parent company and consolidated balance sheets and income statements for the 2016 financial year. The AGM granted the board members and Presidents discharge from liability for the 2016 financial year.
Election of Board of Directors and Auditor etc
The Meeting resolved in accordance with the Nomination Committee’s proposal and decided to re-elect Board members Ulla Litzén, Annette Sadolin, Karsten Slotte, Charlotte Strömberg, Jan Söderberg, Per-Olof Söderberg and Jonas Wiström. Jonas Wiström was re-elected as Chairman of the Board. A more detailed presentation of the Board is available at www.ratos.se. The AGM decided that the compensation to the Board Directors and to the Committees would be unchanged, in accordance with the Nomination Committee’s proposal.
The AGM re-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 resolved on an ordinary dividend of SEK 2.00 per Class A and Class B share. The record date for the right to receive dividends was scheduled as 10 April 2017 and dividends are expected to be paid on 13 April 2017.
Dividend on Class C preference shares
The AGM resolved that a dividend on outstanding Class C preference shares until the 2018 Annual General Meeting, in accordance with the Articles of Association, shall be paid quarterly in an amount of SEK 30 per Class C preference share, although a maximum amount of SEK 120. The record dates for the quarterly dividends until the next AGM were scheduled as 15 May 2017, 15 August 2017, 15 November 2017 and 15 February 2018
Purchase of treasury shares
The AGM gave the Board a mandate to decide, during the period until the next AGM, on repurchase of a maximum number of shares so that the company’s holding of treasury shares does not at any time exceed seven percent of the total number of shares in the company.
The AGM resolved to issue a maximum of 800,000 call options on Ratos Class B treasury shares to be transferred for a market premium to key people within Ratos. The AGM further resolved to transfer a maximum of 800,000 treasury shares when the above-mentioned options are exercised. The option programme is in accordance with last years’ programme.
The Meeting also resolved on a cash-settled option programme related to Ratos’s investments in the portfolio companies. The programme will be carried out by issuing synthetic options which senior executives and key people within Ratos will be entitled to acquire at a market price. The cash-settled option programme is in accordance with last years’ programme, with some minor changes.
Authorisation for new issue of Class B shares to be used at acquisitions
The AGM resolved 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 decide on a new issue of Ratos shares. This authorisation comprises a maximum of 35 million Class B shares.
Authorisation for new issue of preference shares to be used at acquisitions
The AGM further resolved 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 decide on a new issue of Class C and/or Class D preference shares. The authorisation comprises a maximum total of 1,250,000 Class C and/or Class D preference shares.
The AGM further resolved on amendments to the Articles of Association to enable a new issue of Class D preference shares as well as new dividends on Class C and/or Class D shares which may be issued prior to the 2018 AGM to be paid quarterly of SEK 30 per Class C preference share, although a maximum of SEK 120, and of SEK 25 per Class D preference share, although a maximum of SEK 100.
Guidelines for salary and other remuneration for the executive officers
The AGM resolved the Board’s proposal regarding guidelines for salary and other remuneration for the executive officers.