Annual General Meeting 2018
Ratos’s Annual General Meeting (AGM) was held on 3 May 2018 at Skandiascenen, Cirkus, in Stockholm.
The AGM adopted the parent company and the consolidated balance sheets and income statements for the 2017 financial year. The AGM granted the board members and the CEOs discharge from liability for the 2017 financial year.
Election of Board of Directors and Auditor etc
The AGM followed the Nomination Committee's proposal and decided to appoint six directors, a decrease by one director, without deputy directors, and to re-elect Board members 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 has declined re-election. For a more detailed presentation of the members, please refer to www.ratos.se.
The AGM further resolved in accordance with the Nomination Committee's proposal for a decrease of remuneration to the Chairman of the Board by SEK 480,000 and unchanged remuneration to the rest of the Board, except to CEO Jonas Wiström, and the committees. The auditor shall be paid in accordance with approved account.
The AGM re-elected PricewaterhouseCoopers AB as auditor for the period until the next annual general meeting has been held.
Dividend on Class A and Class B shares
The AGM resolved on a dividend of SEK 2.00 per Class A and Class B share. The record date for the dividend is 7 May 2018 and dividends are expected to be paid on 11 May 2018.
Guidelines for remuneration to senior executives
The AGM resolved to adopt the Board’s proposal regarding guidelines for remuneration to senior executives.
The AGM resolved, in accordance with the Board’s proposal, to implement a long-term incentive program 2018/2023 for the CEO and other key employees in Ratos, consisting of convertible debentures and warrants (jointly the Instruments), through an issue of not more than 1,500,000 convertible debentures without preemptive rights for the shareholders and an issue of not more than 1,500,000 warrants without preemptive rights for the shareholders; yet, a maximum of 1,500,000 Instruments can be issued. The increase of the company’s share capital can accordingly, if all the Instruments are subscribed for and converted/exercised, amount to not more than SEK 4,725,000 (based on the current quotient value and that no recalculation has been made in accordance with terms and conditions of the program).
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.
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.