Shareholder policy and dividend
Hafslund is keen to secure effective and transparent corporate governance in order to promote the greatest possible growth over time and to ensure confidence in the company’s board and management. Timely, relevant and sufficient information on the company’s activities should create the basis for a balanced and correct valuation of the company's shares. Equal treatment and openness are key features in Hafslund’s communications with shareholders.
The Group’s long-term dividend policy is based on the payment of the equivalent of at least 50 percent of annual profits (after tax) in normal years, adjusted for non-cash generating items. The ordinary dividend paid out in 2011 was NOK 7.50 per share. This amount includes an extraordinary dividend of NOK 5.00. The board’s proposed dividend for the 2011 financial year is NOK 2.50 per share. The dividend will be approved by the Annual General Meeting on 24 April 2012.
Share prices and turnover
Hafslund has two classes of shares (HNA and HNB). Both share classes are listed on the Oslo Stock Exchange. At the end of 2011 Hafslund’s market value was NOK 11.3 billion. In 2011 Hafslund’s shares generated a total return, including dividends paid, of minus 6 percent. By comparison, the OSEBX index, also adjusted for dividends paid, fell by 13.1 percent. At the end of 2011 the market price of Hafslund's A shares and B shares was NOK 58.0.
Hafslund’s Class A and Class B shares peaked at NOK 78 and NOK 77.25 respectively on 4 May 2011. The lowest price paid for Class A and Class B shares was NOK 55 on 4 and 5 October and NOK 53.50 on 2 November 2011 respectively. A total of 2.9 million Hafslund shares were traded in 2011, compared with 5.02 million in 2010. 73 percent of share turnover in 2011 was in Hafslund’s Class B shares, compared with around 77 percent in 2010. Based on trading in the share categories, both Hafslund’s Class A and Class B shares are classified as OB Match on the Oslo Stock Exchange.
Share capital and shareholder structure
On 31 December 2011 Hafslund ASA’s share capital comprised 195,186,264 shares, consisting of 115,427,759 Class A shares and 79,758,505 Class B shares. The par value of both share classes is NOK 1.00 per share. The City of Oslo is the largest shareholder with a total holding of 53.73 percent and Fortum Forvaltning AS, which is owned by the Helsinki-listed energy company Fortum, is the second-largest with 34.10 percent. There were no changes in the holdings of the City of Oslo or Fortum during the year. The number of shareholders at the end of 2011 was 7,082.
Voting rights and ownership
Class A shares grant ordinary voting rights of one vote per share. Class B shares do not grant ordinary voting rights. The Group has no restrictions on ownership other than pursuant to Norwegian Industrial Licencing Act. Both share classes have equal dividend rights. The difference in voting rights has historically been reflected in a price difference between share classes and involves differential treatment of shareholders. However, the price difference has been considerably reduced in recent years. The board has previously assessed the possibility of amalgamating the two share classes. However, Hafslund’s largest shareholder has signalled that it would not support this.
As of 31 December 2011 the company’s holding of own Class B shares was 397,361. The company did not own any Class A shares. This equates to 0.2 percent of the total number of outstanding shares. As of 31 December 2011 the board of Hafslund ASA had a power of attorney to purchase class B shares corresponding to 2 per cent of the company's share capital. The authorisation is valid until the 2012 Annual General Meeting. At the reporting date the board of Hafslund ASA had no authority to issue shares in Hafslund ASA.
Hafslund keeps shareholders, banks and the financial market in general informed of important trends by means of annual and quarterly reporting, as well as releases to stock markets and the media. Hafslund also holds regular meetings with investors and analysts and has its own investor pages on hafslund.com
RISK – Hafslund shares (only applies to Norwegian shareholders)
RISK adjustment of shares ceased from the 2006 financial year and was replaced by the shareholder model. The shareholder model is based on the premise that dividends and earnings which exceed a certain return (protection rate) established by the Ministry of Finance should be liable to 28 percent tax on the part of the shareholder. The taxable value is the cost price of the share (or upwardly adjusted entry value for shares acquired before 1 January 1989) plus accumulated RISK for the ownership period, adjusted if necessary for returns in the year of purchase and sale. Shareholders who can use upwardly adjusted entry value as of 1 January 1992 should use NOK 27.50 for Class A shares and NOK 30.04 for Class B shares. 20 percent of the cost price of shares in the former Hafslund Nycomed ASA relate to Hafslund ASA.
Hafslunds ten largest shareholders as of 31 December 2011
|Name||Class A shares||Class B shares||Total shareholdning||% of total||Voting rights|
|1||Oslo kommune||67 524 647||37 342 907||104 867 554||53,7 %||58,5 %|
|2||Fortum Forvaltning AS||37 853 110||28 706 339||66 559 449||34,1 %||32,8 %|
|3||Østfold Energi||5 201 416||3 938||5 205 354||2,7 %||4,5 %|
|4||Odin Norge||3 879 549||3 879 549||2,0 %||0,0 %|
|5||MP Pensjon PK||4 500||1 579 000||1 583 500||0,8 %||0,0 %|
|6||Folketrygdfondet||85 000||885 214||970 214||0,5 %||0,1 %|
|7||Hafslund ASA||397 361||397 361||0,2 %||0,0 %|
|8||A/S Herdbred||107 000||275 917||382 917||0,2 %||0,1 %|
|9||New Alternatives Fund, Inc||328 074||328 074||0,2 %||0,3 %|
|10||Handelsbanken Helsinki||141 337||172 810||314 147||0,2 %||0,1 %|
|Total||111 245 084||73 243 035||184 488 119||94,5 %||96,4 %|
|Total other shareholders||4 182 675||6 515 470||10 698 145||5,5 %||3,6 %|
|Total number of shares||115 427 759||79 758 505||195 186 264||100,0 %||100,0 %|
Contact information/Financial calendar
Analysts who monitor the company:
ABG Sundal & Collier
Petter Nystrøm, tel.: +47 22 01 61 35
Marius Gaard, tel.: +47 22 00 93 57
Håkon Levy, tel.: + 47 22 94 89 83
Arnbjørg Floten, tel.: +47 23 11 30 36
Truls K. Engene, tel.: +47 21 00 85 59
Swedbank First Securities
Bernt Olav Øvstebø, tel.: + 47 23 23 82 15
Arvydas Noreika, tel.: + 370 52 46 19 69
Updated contact information and e-mail addresses can be found on Hafslund's website hafslund.no
Morten J. Hansen
Tel.: +47 908 28 577
Financial calendar 2012:
Annual General Meeting 2012: 24 April 2012
2012 Q1 Report 4 May 2012
2012 Q2 Report 11 July 2012
2012 Q3 Report 25 October 2012