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Notice of Annual General Meeting 27 March 2014

2014-02-24

This information is disclosed in accordance with the Securities Markets Act, the Financial Instruments Trading Act or demands made in the exchange rules.

Ratos's Annual General Meeting will be held on Thursday, 27 March 2014 at 16.30 CET at Stockholm Waterfront Congress Centre, Nils Ericsons Plan 4, Stockholm. The complete notice of the meeting is attached and available at www.ratos.se where attendance can also be notified. Complete AGM documentation will be available at Ratos's head office and on www.ratos.se from 3 March. Notice of attendance must be made to Ratos no later than 21 March.

Board of Directors and auditors

The Nomination Committee proposes that Charlotte Strömberg be elected as a new member of the Board. Margareth Øvrum has declined re-election. The Nomination Committee further proposes re-election of Board members Lars Berg, Staffan Bohman, Arne Karlsson, Annette Sadolin, Jan Söderberg and Per-Olof Söderberg. Arne Karlsson is proposed as Chairman of the Board. A more detailed presentation of the proposed Board members and the work of the Nomination Committee is provided on the company's website www.ratos.se.

The Nomination Committee further proposes re-election of PricewaterhouseCoopers AB as auditors for the period until the next Annual General Meeting has been held.

Proposal for dividend on Class A and Class B shares

The Board proposes an ordinary dividend of SEK 3.00 (3.00) per Class A and Class B share. The proposed record date for the dividend is 1 April and payment is expected to be made on 4 April.

Proposal for dividend on Class C preference shares

The Board proposes that a dividend on outstanding Class C preference shares before the 2015 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 of SEK 100. Proposed record dates for the quarterly dividends until the next Annual General Meeting are 15 May 2014, 15 August 2014, 14 November 2014 and 13 February 2015.

Purchase of treasury shares

The Board of Directors proposes that the Annual General Meeting gives the Board renewed authorisation, during the period until the next Annual General Meeting, on acquisition of a maximum number of shares so that the company's holding of treasury shares does not exceed 4% of all the shares in the company. The purpose of the purchase of treasury shares is to give the Board more room for manoeuvre in its work to create value for the company's shareholders.

Incentive programme

The Board proposes that the Annual General Meeting resolves on an issue of a maximum of 800,000 call options on Class B Ratos treasury shares to be transferred at a market premium to key people at Ratos. The option purchases will be partly subsidised. It is further proposed that the Meeting decides on a transfer of a maximum of 800,000 Class B shares in the company when the above-mentioned options are exercised.

In addition, the Board proposes, as in the previous year, that the Meeting resolves on a cash-based option programme related to Ratos's investments in the holdings. It is proposed that the programme is carried out through the issue of synthetic options which key people at Ratos will be entitled to acquire at a market price.

The Board further proposes that the Meeting resolves on a transfer of a maximum of 16,000 class B shares to administrative employees.

Proposal for authorisation for a new issue of Class B shares to be used for acquisitions

The Board proposes that the Annual General Meeting, as in previous years, authorises the Board 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 shares in the company. This authorisation shall comprise a maximum of 35 million Class B shares, which corresponds to 9.7% of the shares and 3.1% of voting rights (after full utilisation of the mandate) and applies until the next Annual General Meeting.

Proposal for authorisation for a new issue of preference shares to be used for acquisitions

The Board proposes that the Annual General Meeting resolves to authorise the Board 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 of 1,250,000 Class C and/or Class D preference shares, which corresponds to 0.4% of the shares and 0.1% of the voting rights (after full utilisation of the mandate) and applies until the next Annual General Meeting. The Board has further proposed that the Annual General Meeting resolves on amendments to the Articles of Association to enable a new issue of Class D preference shares.

The Board proposes that a dividend on Class C and/or Class D preference shares, which may be issued prior to the 2015 Annual General Meeting, shall be paid quarterly in an amount of SEK 25 per Class C and/or Class D preference shares, although a maximum of SEK 100.

For further information, please contact:
Arne Karlsson, Chairman of the Board, +46 8 700 17 00
Ulrika Danielson, Chairman of the Nomination Committee, +46 31 704 29 29

Appendix:
Notice of the Annual General Meeting of Ratos AB (publ) 2014