Annual General Meeting 2023
The Ratos Annual General Meeting was held on 28 March 2023 at Lilla Cirkus, Cirkus, in Stockholm.
The Meeting adopted the balance sheets and income statements for the parent company and the Group for the financial year 2022. The Meeting granted the board members and the President and CEO discharge from liability for the financial year 2022.
Election of board members and auditor
The Meeting followed the nomination committee's proposal and resolved to appoint six ordinary members, without deputies, and to re-elect Per-Olof Söderberg, who was also re-elected as chairman of the board, Tone Lunde Bakker, 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 Meeting further resolved, in accordance with the nomination committee's proposal, to increase the fee for the chairman of the board by SEK 20,000 (to SEK 990,000) and to increase the fee for the remaining board members, except CEO Jonas Wiström, by SEK 10,000 (to SEK 510,000) per member. The fee for members of the Audit Committee was increased by SEK 50,000 for the committee chair (to SEK 300,000) and remains unchanged for committee members (SEK 100,000). The fee for the Remuneration Committee remains unchanged for both the chair and members (SEK 75,000). The auditor's fee shall be paid in accordance with approved invoices.
The Meeting re-elected Ernst & Young 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 0.84 per Class A and Class B share. The record date for the dividend was set at 30 March 2023 and payment is expected to be made on 4 April 2023.
Remuneration report
The Meeting resolved, in accordance with the board's proposal, to approve the remuneration report.
Incentive programme
The Meeting resolved, in accordance with the board's proposal, to introduce a long-term incentive programme 2023/2027 for the CEO and other key persons at Ratos, comprising convertibles and warrants (together the "Instruments"), through a directed issue of no more than 1,650,000 convertibles and a directed issue of no more than 650,000 warrants; however, no more than 1,650,000 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 5,197,500 (assuming the current quota value and that no recalculation has been made pursuant to the terms and conditions of the programme).
Repurchase and transfer of own shares
The Meeting resolved to authorise 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 ten per cent of all shares in the company.
The Meeting further resolved to authorise the board to resolve to transfer all held own shares, either through trading on Nasdaq Stockholm at a price per share within the registered trading range at the time, or outside Nasdaq Stockholm, with or without deviation from shareholders' pre-emptive rights and with or without provisions regarding payment in kind or set-off rights.