Shareholders Matters

Concise and effective corporate governance and company management shall contribute to advancing the greatest possible value creation and ensure a high level of confidence in the company’s board of directors and management. Open dialogue with the financial community, equal treatment of shareholders, and timely and comprehensive information about the company’s activities form the basis for a balanced and accurate valuation of the Infratek share.

Infratek has a goal to maintain an annual dividend level of 50 percent or more of after-tax profits, adjusted for noncash-generating items. The Board of Directors will consider Infratek’s expansion possibilities, liquidity, and financial position when determining the dividend level.

The Board of Directors will propose to Infratek’s annual general meeting that a per-share dividend of NOK 1.50 be paid for the 2012 accounting year. The dividend represents 135 percent of profit after tax, and the proposal is based on the Groups strong capital structure and expected positive cash flow in 2013.
 

Share price development and turnover

The market capitalization of Infratek, based on the year-end 2012 closing price, was NOK 1.2 billion. At year-end 2011, Infratek’s share price was NOK 20.6 compared to NOK 18.6 at the year-end 2012 based on the latest trade share price as of 28 December. In addition, a dividend a per-share of NOK 1.5 was paid during 2012. The highest share price recorded and the lowest share price recorded in 2012 were NOK 23.0 and NOK 16.1, respectively. A total of 4.5 million Infratek shares were traded in 2012, here by 0.7 million traded on Oslo Stock Exchange. Infratek has a market maker agreement with Fondsfinans to ensure adequate liquidity. The Infratek share is classified as OB Match.
 

Share capital and shareholder structure

As of 31 December 2012 Infratek’s share capital comprised 63 863 224 shares. The shares have a par value of NOK 5.00 per share. Hafslund ASA is the largest Infratek shareholder, owning 43.3 percent, and Fortum Nordic AB the second largest shareholder with 33.0 percent as of 31 December 2012. There have been no changes in Hafslund or Fortum’s ownership during the year. The remaining largest shareholders are represented by financial investors and nominee accounts. A total of 0.63 percent of the company’s share capital is owned by members of Infratek’s Board of Directors and Group management, and 97.6 percent of the share capital is held by the company’s 20 largest shareholders.

As of 31 December 2012, there were 550 shareholders; 7.4 percent of the company’s shares were held by non-Norwegian shareholders.
 

Authorisations and voting

The Board of Directors is authorized to acquire up to 6 386 322 new shares equal 10 percent of the company’s share capital. The authorizations are valid until the 2013 annual general meeting. Each Infratek share carries one ordinary vote. The Group has no ownership restrictions, other than as prescribed by Norwegian law. Norwegian corporate law dictates that one may only vote for shares which are registered in one’s own name. Shares falling under custodian registration must thus be re-registered prior to the annual general meeting in order to establish voting rights.

Investor Relations

Shareholders, banks, and the financial market are kept informed about key events through Infratek’s annual and quarterly reports, stock exchange notices, and media releases. Further, Infratek regularly schedules meetings with investors and analysts. Investor-related information is published on Infratek’s website: www.infratek.no.

Share price development and turnover at Oslo børs.
 

Ownership structure by number of shares held
 

Infratek’s largest shareholders as of 31 December 2012
 

* Does not include shares owned by Fortum Nordic AB and Hafslund ASA where Kristian Rød are employed respectively.