Annual General Meeting 2018
The Ratos Annual General Meeting was held on 3 May 2018 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 2017. The Meeting granted the board members and the Presidents and CEOs discharge from liability for the financial year 2017.
Election of board members and auditor
The Meeting followed the nomination committee's proposal and resolved to appoint six ordinary members, a reduction of one member, without deputies, and to re-elect Per-Olof Söderberg, who was also elected as chairman of the board, Ulla Litzén, Annette Sadolin, Karsten Slotte, Jan Söderberg and Jonas Wiström (CEO). Charlotte Strömberg declined re-election. For a more detailed presentation of the board members, please refer to www.ratos.se.
The Meeting further resolved, in accordance with the nomination committee's proposal, to reduce the fee for the chairman of the board by SEK 480,000 and to maintain unchanged fees for the remaining board members, except CEO Jonas Wiström, and the committees. The auditor's fee shall be paid in accordance with approved invoices.
The Meeting 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 a dividend of SEK 2.00 per Class A and Class B share. The record date for the dividend was set at 7 May 2018 and payment is expected to be made on 11 May 2018.
Guidelines for remuneration of senior executives The Meeting approved the board's proposal regarding guidelines for remuneration of senior executives.
Incentive programme The Meeting resolved, in accordance with the board's proposal, to introduce a long-term incentive programme 2018/2023 for the CEO and other key persons at Ratos, comprising convertibles and warrants (together the "Instruments"), through a directed issue of no more than 1,500,000 convertibles and a directed issue of no more than 1,500,000 warrants; however, no more than 1,500,000 Instruments in total may be issued. The increase in the company's share capital may accordingly, upon full utilisation of the Instruments, amount to no more than SEK 4,725,000 (assuming the current quota value and that no recalculation has been made pursuant to the terms and conditions of the programme).
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.
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.