Shares, shareholders and treasury shares
ICA Gruppen has a share structure with two classes of shares: ordinary shares and C shares. The C shares, which comprise 40.8% of the total number of shares, are unlisted and do not carry entitlement to cash dividends. The remaining 59.2% are listed ordinary shares with dividend entitlement. As of 31 December 2013 all the C shares and 10.5% of the ordinary shares, i.e. 51.3% in total, were owned by ICA-handlarnas Förbund (the Association of ICA Retailers), which is ICA Gruppen’s largest shareholder. The next largest shareholder, AB Industrivärden, owns 10% of the ordinary shares. The other ordinary shares were held as of 31 December 2013 by approximately 24,340 shareholders. As of this date, none of these shareholders held more than 10% of the shares in the Company, either directly or indirectly. In voting at general meetings each share carries entitlement to one vote and each person entitled to vote may vote for the full number of shares he/she represents.
The share capital in ICA Gruppen amounts to SEK 502,866,988 distributed among 201,146,795 shares, each with a quota value of SEK 2.50. The number of ordinary shares is 119,078,903 and the number of C shares is 82,067,892. As of 31 December 2013 ICA Gruppen held 141,655 ordinary treasury shares, corresponding to 0.0007% of capital and votes. The number of outstanding shares and vote is thus 201,005,140. Since 31 December 2012 the number of shareholders has increased by 10,126 (71%). As of 31 December 2013 the Board had no outstanding authorizations from the Annual General Meeting to issue new shares or acquire further shares.
Section 5 of the Articles of Association states that from 2011, the holder of C shares – i.e. ICA-handlarnas Förbund – may request that C shares in ICA Gruppen, which do not carry entitlement to dividend, be converted into dividend-receiving ordinary shares. Such conversion is to take effect five years after receipt of the request for conversion. On 1 January 2011 ICA-handlarnas Förbund lodged a request with the Board of the Company for all the C shares to be converted into ordinary shares. With effect from 2016, therefore, the share structure of ICA Gruppen will comprise solely of ordinary shares with dividend entitlement.
Following the Company’s acquisition of Ahold’s shares in ICA AB, in May 2013 ICA Gruppen carried out a new share issue with preferential rights for existing shareholders amounting to SEK 5 billion. The new issue only related to ordinary shares. Each ordinary share carried entitlement to one subscription right, and four subscription rights gave entitlement to purchase one new ordinary share at a price of SEK 121. The ordinary shares subscribed for by ICA-handlarnas Förbund on the basis of its C shares were subscribed for at a price of SEK 129 per ordinary share.