Annual General Meeting 2017

Annual General Meeting

Annual General Meeting 2017

The Ratos Annual General Meeting was held on 6 April 2017 at Skandiascenen at Cirkus in Stockholm.

The Meeting adopted the balance sheets and income statements for the parent company and the Group for the financial year 2016. The Meeting granted the board members and the Presidents and CEOs discharge from liability for the financial year 2016.

Election of board members and auditor
The Meeting followed the nomination committee's proposal and resolved to re-elect 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. For a more detailed presentation of the board members, please refer to www.ratos.se. The Meeting resolved to maintain unchanged fees for the board and committees in accordance with the nomination committee's proposal.

The Meeting also re-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 2.00 per Class A and Class B share. The record date for the dividend was set at 10 April 2017 and payment is expected to be made on 13 April 2017.

Dividend on Class C preference shares
The Meeting resolved that the dividend on outstanding Class C preference shares until the Annual General Meeting 2018, in accordance with the articles of association, shall be paid quarterly at SEK 30 per Class C preference share, up to a maximum of SEK 120. The record dates for the quarterly dividends until the next Annual General Meeting were set at 15 May 2017, 15 August 2017, 15 November 2017 and 15 February 2018.

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 seven per cent of all shares in the company.

Incentive programme
The Meeting resolved to issue no more than 800,000 call options on repurchased Ratos Class B 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. The option programme is in line with the previous year's programme.

In addition, the Meeting resolved, substantially in line with the previous year's resolution, on a cash-settled option programme related to Ratos investments in portfolio companies. The programme will be implemented through the issue of synthetic options which senior executives and key persons within Ratos shall be entitled to acquire at a market premium. The cash-settled option programme follows the previous year's programme, with certain changes.

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.