Atlas Copco 2008 – tough ending to a record year Annual Report ...

Shares and share capitalAt year end, Atlas Copco’s share capital totaled MSEK 786 (786)and a total number of 1 229 613 104 shares divided into839 394 096 class A shares and 390 219 008 class B shares wereoutstanding. Net of shares held by Atlas Copco, 1 215 909 704shares were outstanding. Class A shares entitle the owner to onevote while class B shares entitle the owner to one tenth of a vote.Investor AB is the single largest shareholder in Atlas Copco AB.At year end 2008 Investor held a total of 204 244 326 shares, representing22.3% of the votes and 16.6% of the capital.There are no restrictions which prohibit the right to transfershares of the Company nor is the Company aware of any suchagreements. In addition, the Company is not party to any agreementthat enters into force or is changed or ceases to be valid ifthe control of the company is changed as a result of a public takeoverbid. There is no limitation on the number of votes that can becast at a General Meeting of shareholders nor are there anyemployee pension funds or similar employee organizations whichhold shares and are, thereby, eligible to vote.As prescribed by the Articles of Association, the GeneralMeeting has sole authority for the election of Board members,and there are no other rules relating to election or dismissal ofBoard members or changes in the Articles of Association. Correspondingly,there are no agreements with Board members oremployees regarding compensation in case of changes of currentposition reflecting a public take-over bid.Appropriation of ProfitThe Board of Directors proposes to the Annual General Meetingthat a dividend of SEK 3.00 (3.00) per share, equal to MSEK 3 648(3 662), be paid for the 2008 fiscal year and that the balance ofretained earnings after the dividend be retained in the business asdescribed on page 95.Share Repurchases During 2008The 2007 Annual General Meeting approved a mandate to divestown B shares held and purchase a maximum of 6 400 000 Ashares to be delivered under the company’s personnel stockoption program.The 2008 Annual General Meeting approved a mandate forthe repurchase of a maximum of 10% of the total number ofshares issued by the company over NASDAQ OMX Stockholm.This mandate is valid up until the Annual General Meeting in2009 and includes repurchases of shares to cover the commitmentsunder the 2008 personnel stock option plan and in relationto the synthetic shares offered as part of the Board remuneration.Share repurchases for the specific purpose of covering the personnelstock option plan and the synthetic shares were initiated inAugust. As per December 31, 2008 Atlas Copco held 11 275 000A shares and 2 428 400 B shares, each with a quota value ofapproximately SEK 0.64 and corresponding to 1.1% of both theshare capital and the total number of shares. The amount spenton repurchases during the year, net the divestment of some of theB shares held, amounted to MSEK 453.Atlas Copco 2008 23