Share capital, repurchase of treasury shares, incentive programmes and dividend

At 31 March 2015, Parent Company share capital stood at SEK 51,148,872, distributed over the following number of shares with a quotient value of SEK 0.75 per share.

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The total number of shareholders on 31 March 2015 was 3,932 (3,557). Two shareholders each control 10 percent or more of the votes: Anders Börjesson (with family interests) owns shares corresponding to 15.4 percent of the votes and Tom Hedelius owns shares corresponding to 14.9 percent of the votes.

Chapter 6, Section 2a of the Swedish Annual Accounts Act requires listed companies to disclose specific circumstances that may affect the prospects for acquiring the Company via a public share offer. In the event of the Company being delisted from Nasdaq OMX Stockholm or a party other than the present principal shareholder attaining an ownership holding exceeding 50 percent of the capital or votes, the granted credit line in terms of contractual credit facilities of SEK 300 million and overdraft facilities of 600 SEK million can be terminated.

Repurchase of treasury shares and incentive programmes

The Annual General Meeting in August 2014 authorised the Board of Directors to repurchase a maximum of ten percent of all shares in the Company during the period until the Annual General Meeting in 2015.

350,000 treasury shares were repurchased during the financial year. At 31 March 2015, Addtech's holding of treasury shares was 1,742,300 Class B shares, with an average purchase price of SEK 54.65. These shares correspond to 2.6 percent of the number of shares issued and 1.8 percent of the votes. Of the shares repurchased, 1,742,300 shares secure the Company's undertakings to holders of call options, issued by the Company, on repurchased Class B shares. The average number of treasury shares held during the year was 1,910,322 (2,195,148).

The Board of Directors will recommend that the Annual General Meeting in August 2015 approves renewal of the mandate to repurchase treasury shares. The mandate would empower the Board to acquire Company shares during the period until the next Annual General Meeting, provided that the Company's holding does not exceed 10 percent of all shares in the Company at any time. Repurchases shall be made in the stock market. The proposed mandate would also allow use of repurchased shares as payment for acquisitions or disposal of the repurchased shares outside the stock market to finance acquisitions. 

Addtech has four outstanding call option programmes totalling 1,742,300 Class B shares. The programme from 2014 comprises 350,000 shares with an exercise price of SEK 116.70 and an expiration period from 17 September 2017 until 1 June 2018 inclusive. The programme from 2013 comprises 540,000 shares with an exercise price of SEK 106.13 and an expiration period from 19 September 2016 until 2 June 2017 inclusive. The programme from 2012 comprises 600,000 shares with an exercise price of SEK 71.50 and an expiration period from 14 September 2015 until 3 June 2016 inclusive. The programme from 2011 comprises 600,000 shares with an exercise price of SEK 59.80 and an expiration period from 15 September 2014 until 29 May 2015 inclusive. During the period 15 September 2014 until 31 March 2015 inclusive, 115,900 options were exercised, corresponding to 347,700 shares. The remaining 84,100 options, corresponding to 252,300 shares, have been redeemed since the end of the financial year.

The Board has decided to propose that the Annual General Meeting in August 2015 approve an incentive programme according to the same, or an essentially similar, model as decided at the 2009-2014 AGMs.

Dividend

The Board of Directors proposes a dividend of SEK 3.25 (3.00) per share. The total dividend amounts to SEK 216 million (200). Addtech's dividend policy is based on a target of paying as a dividend more than 50 percent of average Group profit after tax over a business cycle. The proposed dividend represents a pay-out ratio of 55 percent (55).