Ratos’s Annual General Meeting (AGM) was held on 28 March 2023 at Lilla Cirkus, Cirkus, in Stockholm.
The AGM adopted the parent company and the consolidated balance sheets and income statements for the 2022 financial year. The AGM granted the board members and the CEO discharge from liability for the 2022 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, 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 AGM further resolved in accordance with the Nomination Committee's proposal on an increased remuneration to the Chairman of the Board by SEK 20,000 (to SEK 990,000), increased the remuneration to the rest of the Board, except CEO Jonas Wiström, by SEK 10,000 (to SEK 510,000) per Board member. For the members of the audit committee, the remuneration is increased by SEK 50,000 to the committee chairman (to SEK 300,000) and unchanged remuneration to the committee members (SEK 100,000). For the Remuneration Committee, the remuneration is unchanged to both the chairman and members (SEK 75,000). The auditor shall be paid in accordance with approved account.
The AGM re-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 0.84 per Class A and Class B share. The record date for the dividend is 30 March 2023 and dividends are expected to be paid on 4 April 2023.
The AGM resolved, in accordance with the Board’s proposal, to approve the remuneration report.
The AGM resolved, in accordance with the Board’s proposal, to implement a long-term incentive program 2023/2027 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 1,650,000 convertible debentures without preemptive rights for the shareholders and an issue of not more than 650,000 warrants without preemptive rights for the shareholders; yet, a maximum of 1,650,000 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 5,197,500 (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 ten 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.
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.