Share capital, repurchase of treasury shares, incentive programmes and dividend
At 31 March 2012, Parent Company share capital stood at SEK 51,148,872, distributed over the following number of shares with a quotient value of SEK 2.25 per share.
| Share class | Number of shares | Number of votes | Percentage of capital | Percentage of votes |
| A 10 votes | 1,090,848 | 10,908,480 | 4.8 | 33.5 |
| B 1 vote | 21,641,984 | 21,641,984 | 95.2 | 66.5 |
| Total | 22,732,832 | 32,550,464 | 100.0 | 100.0 |
If requested by the holders of Class A shares, such Class A shares should be possible to convert into Class B shares.
The total number of shareholders on 31 March 2012 was 3,715 (3,833). 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 (with family interests) owns shares corresponding to 14.8 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. No such circumstances exist in respect of Addtech AB.
Repurchase of treasury shares and incentive programmes
The Annual General Meeting (AGM) in August 2011 authorised the Board of Directors to repurchase a maximum of 10 percent of all shares in the Company during the time until the 2012 AGM.
A total of 500,000 shares at SEK 142.50 each were repurchased on 24 August. Addtech's holding of treasury shares totals 986,800, with an average purchase price of SEK 124. These shares correspond to 4.3 percent of the number of shares issued and 3.0 percent of the votes. Of the shares repurchased, 657,700 secure the undertaking towards holders of call options issued by the Company on repurchased Class B shares. The average number of treasury shares held during the year was 788,713 (479,951).
The Board of Directors will recommend that the Annual General Meeting in August 2012 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 also includes the possibility of using repurchased shares as payment in acquisitions or disposing of repurchased shares outside the stock market to finance acquisitions.
In accordance with a resolution of the August 2011 AGM, 25 members of management were offered the opportunity to acquire 200,000 call options on Class B shares repurchased by the Company. The programme was fully subscribed, and if all options are exercised the number of Class B shares outstanding will increase by 200,000, equivalent to 0.9 percent of the total number of shares outstanding and 0.6 percent of the votes.
In accordance with a resolution of the August 2010 AGM, 24 members of management were offered the opportunity to acquire 236,000 call options on Class B shares repurchased by the Company. Employees have subscribed for 221,700 call options in the programme. If the options are fully exercised, the number of B shares outstanding will increase by 221,700, equivalent to 1.0 percent of the number of shares outstanding and 0.7 percent of the votes.
In accordance with a resolution of the August 2009 AGM, 22 members of management were offered the opportunity to acquire 236,000 call options on Class B shares repurchased by the Company. The programme was fully subscribed, and if all options are exercised the number of Class B shares outstanding will increase by 236,000, equivalent to 1.1 percent of the total number of shares outstanding and 0.7 percent of the votes.
The redemption price of issued call options attributable to the share-based incentive programme for 2009 is SEK 127.70; the redemption period is 3 September 2012 until 14 June 2013.The redemption price of issued call options attributable to the share-based incentive programme for 2010 is SEK 164.70; the redemption period is 16 September 2013 until 30 May 2014. The redemption price of issued call options attributable to the share-based incentive programme for 2011 is SEK 179.40; the redemption period is 15 September 2014 until 29 May 2015.
The Board has decided to propose that the Annual General Meeting in August 2012 approves an incentive programme according to the same, or an essentially similar, model as decided on at the AGMs in 2009, 2010 and 2011.
Dividend
The Board of Directors proposes a dividend of SEK 8.00 (7.00) per share. The total dividend amounts to SEK 174 million (156). Addtech's dividend policy is to pay as a dividend more than 50 percent of average Group profit after tax over a business cycle. The proposed dividend represents a payout ratio of 55 percent (59).