Bulletin from Ratos's AGM 14 April 2016
Regulatory Information 2016-04-15
This information is disclosed pursuant to the Swedish Securities Market Act, the Swedish Financial Instruments Trading Act or requirements stipulated in the listing agreement.
Ratos's Annual General Meeting (AGM) was held on14 April 2016 at Stockholm Waterfront Congress Centre.
Election of Board of Directors and Auditor
The Meeting resolved in accordance with the Nomination Committee's proposal and decided to re-elect Board members Annette Sadolin, Karsten Slotte, Charlotte Strömberg, Jan Söderberg and Per-Olof Söderberg. Ulla Litzén and Jonas Wiström were elected as new members of the Board. Jonas Wiström was elected as Chairman of the Board. A more detailed presentation of the Board is available at www.ratos.se.
The AGM also elected PricewaterhouseCoopers AB as auditors for the period until the next annual general meeting has been held.
Dividend on Class A and Class B shares
The AGM resolved on an ordinary dividend of SEK 3.25 (3.25) per Class A and Class B share. The record date for the right to receive dividends was scheduled as 18 April and dividends are expected to be paid on 21 April 2016.
Dividend on Class C preference shares
The AGM resolved that a dividend on outstanding Class C preference shares until the 2017 Annual General Meeting, in accordance with the Articles of Association, shall be paid quarterly in an amount of SEK 25 per Class C preference share, although a maximum amount of SEK 100. The record dates for the quarterly dividends until the next AGM were scheduled as 13 May 2016, 15 August 2016, 15 November 2016 and 15 February 2017.
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 7% of the total number of shares in the company. At the subsequent statutory meeting, the Board decided to give the CEO, in consultation with the Chairman, a mandate to carry out purchases of treasury shares in accordance with the mandate given to the Board by the AGM.
The AGM resolved to issue a maximum of 800,000 call options on Ratos Class B treasury shares to be transferred for a market premium to key people within Ratos. The AGM further resolved to transfer a maximum of 800,000 treasury shares when the above-mentioned options are exercised.
The Meeting also resolved on a cash-settled option programme related to Ratos's investments in the portfolio companies. The programme will be carried out by issuing synthetic options which key people within Ratos will be entitled to acquire at a market price.
The Meeting also resolved on a transfer of a maximum of 16,000 Ratos B treasury shares to administrative employees at Ratos.
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 make a decision on a new issue of Ratos shares. This authorisation comprises a maximum of 35 million Class B shares.
Authorisation for new issue of preference shares to be used at acquisitions
The AGM further 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 make a decision on a new issue of Class C and/or Class D preference shares. The authorisation shall comprise a maximum total of 1,250,000 Class C and/or Class D preference shares.
The AGM further resolved on amendments to the Articles of Association to enable a new issue of Class D preference shares as well as dividends on Class C and/or Class D shares which may be issued prior to the 2017 AGM to be paid quarterly of SEK 25 per Class C and/or Class D preference share, although a maximum of SEK 100.
For further information, please contact:
Jonas Wiström, Chairman of the Board, +46 8 700 17 00
Elin Ljung, Head of Corporate Communications, +46 8 700 17 20
|Financial calendar from Ratos:|
|Interim report January-March 2016||10 May 2016|
|Interim report January-June 2016||19 August 2016|
|Interim report January-September 2016||10 November 2016|
Ratos owns and develops unlisted medium-sized Nordic companies. The company's goal as an active owner is to contribute to the long-term and sustainable business development of its companies and to conduct value-generating transactions. Ratos's portfolio comprises AH Industries, Aibel, airteam, ArcusGruppen, Biolin Scientific, Bisnode, DIAB, Euromaint, GS-Hydro, HENT, HL Display, Jøtul, KVD, Ledil, Mobile Climate Control, Nebula, Serena Properties, Speed Group and TFS. Ratos is listed on Nasdaq Stockholm and has a total of approximately 16,000 employees.