Annual General Meeting 2021
Ratos’s Annual General Meeting (AGM) was held on 10 March 2021. In light of the extraordinary situation prevailing as a result of Covid-19, the AGM was conducted by advance postal vote, without physical attendance. The AGM adopted the parent company and the consolidated balance sheets and income statements for the 2020 financial year. The AGM granted the board members and the CEO discharge from liability for the 2020 financial year.
Election of Board of Directors and Auditor etc.
The AGM followed the Nomination Committee's proposal and decided to appoint six directors, without deputy directors, and to re-elect Board members Per-Olof Söderberg, who was also re-elected as Chairman of the Board, Eva Karlsson, Ulla Litzén, Karsten Slotte, Jan Söderberg and Jonas Wiström (CEO). For a more detailed presentation of the Board members, please refer to www.ratos.com.
The AGM further resolved in accordance with the Nomination Committee's proposal for an unchanged remuneration to the Chairman of the Board, to the rest of the Board and to the committees. The auditor shall be paid in accordance with approved account.
The AGM elected Ernst & Young 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 0.95 per Class A and Class B share. The record date for the dividend is 12 March 2021 and dividends are expected to be paid on 17 March 2021.
The AGM resolved, in accordance with the Board’s proposal, to approve the remuneration report.
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 2021/2025 for the CEO, members of Ratos’s management team and other key employees in Ratos, consisting of convertible debentures and warrants (jointly the Instruments), through an issue of not more than 1,800,000 convertible debentures without preemptive rights for the shareholders and an issue of not more than 900,000 warrants without preemptive rights for the shareholders; yet, a maximum of 1,800,000 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 5,670,000 (based on the current quotient value and that no recalculation has been made in accordance with terms and conditions of the program).
Purchase and transfer of treasury shares
The AGM resolved to authorize the Board 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.
Furthermore, the AGM resolved to authorize the Board to decide, during the period until the next AGM, on transfer of all held treasury shares on Nasdaq Stockholm at a price within the price band registered at any time on Nasdaq Stockholm or outside Nasdaq Stockholm, with or without deviation from the pre-emptive rights of shareholders and with or without provisions on non-cash or set-off.
Based on the above authorization, the Board resolved, at the constituent board meeting held after the AGM, to transfer, with deviation from the pre-emptive rights of shareholders, no more than 695,500 of Ratos’s treasury shares, at the latest before the next AGM, to a bank in connection with the exercise of the call options in the two call option programs for Ratos employees adopted on the 2016 and 2017 AGM’s, whereby the board or the individual that the board appoints within itself was authorized to resolve on the transfer price.
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.
Articles of Association
The AGM resolved, in accordance with the Board’s proposal, to amend the Articles of Association.