The information was submitted for publication at 10.30 CET on 3 March 2017
Shareholders of Ratos AB (publ), reg.nr 556008-3585, are hereby invited to the Annual General Meeting to be held at 14.00 CET on Thursday 6 April 2017 at Skandiascenen at Circus, Djurgårdsslätten 43-45, Stockholm. Registration to the Annual General Meeting, combined with serving of coffee, starts at 13.00 CET.
Notification
Shareholders who wish to attend the Annual General Meeting must
(i) be recorded in the register of shareholders maintained by Euroclear Sweden AB on Friday, 31 March 2017,
(ii) give notice of attendance to the company no later than Friday, 31 March, 2017.
Notice of attendance may be made via the company's website at www.ratos.se, by telephone +46 8 18 01 550 on weekdays 09.00-16.00 CET or by writing to Computershare AB, "Ratos årsstämma 2017", Box 610, SE-182 16 Danderyd. A notice of attendance shall include name, personal or company registration number, address, telephone number and any assistants.
In order to be entitled to participate in the Meeting and exercise their voting rights, shareholders whose shares are registered in the name of a nominee must re-register their shares in their own names. Such registration, which can be temporary, must be effected at Euroclear Sweden AB by Friday, 31 March 2017. Shareholders are requested to inform their nominees in good time prior to this date.
Powers of attorney, certificates of incorporation and other authorisation documents should be submitted to the company by writing to Computershare AB, "Ratos årsstämma 2017", Box 610, SE-182 16 Danderyd, no later than Friday, 31 March 2017 in order to facilitate access to the Meeting. Power of attorney forms are available on the company's website www.ratos.se.
Proposed agenda
- Opening of the Meeting and election of the Chairman of the Meeting.
- Preparation and approval of the voting list.
- Election of two persons to verify the minutes together with the Chairman.
- Determination of whether the Meeting has been duly convened.
- Approval of the Agenda for the Meeting.
- The CEO's address.
- Presentation of the annual report and the audit report as well as a statement by the auditors concerning guidelines for remuneration to senior executives.
- Any questions regarding activities in the 2016 financial year.
- Resolution on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
- Resolution on discharge from liability for the members of the Board of Directors and the CEO.
- Resolution on distribution of the company's profit, according to the adopted balance sheet, and on record dates for dividends.
- Determination of the number of directors and deputy directors.
- Determination of fees to be paid to the Board of Directors and auditors.
- Election of the Board of Directors and auditor.
- The Board's proposal for decision on guidelines for remuneration to senior executives.
- The Board's proposal for decision regarding issue of call options and transfer of treasury shares.
- The Board's proposal for decision regarding issue of synthetic options to senior executives and other key people at Ratos.
- The Board's proposal for decision on amendments to the Articles of Association.
- The Board's proposal that the Board be authorised to decide on purchase of treasury shares.
- The Board's proposal that the Board be authorised to decide on new issue of Class B shares in conjunction with company acquisitions.
- The Board's proposal that the Board be authorised to decide on new issue of Class C and/or Class D preference shares in conjunction with company acquisitions.
- Shareholder Thorwald Arvidsson's proposal for decision:
a) to adopt a zero vision regarding workplace accidents within the company,
b) to instruct the Board of Directors of the company to set up a working group to implement this this zero vision,
c) that the result annually shall be reported in writing to the Annual General Meeting, as a suggestion by including the report in the printed version of the Annual Report,
d) to adopt a vision on absolute equality between men and women on all levels within the company,
e) to instruct the Board of Directors to set up a working group with the task of implementing also this vision in the long term as well as closely monitor the development on both the equality and the ethnicity area,
f) to annually submit a report in writing to the Annual General Meeting, as a suggestion by including the report in the printed version of the Annual Report,
g) to instruct the Board of Directors to take necessary action to establish a shareholders' association in the company,
h) to resolve that board members should not be allowed to invoice their board fees from a legal entity, Swedish or foreign,
i) in adherence to h) above instruct the Board of Directors to approach the competent authority (the Swedish Government or the Swedish Tax Agency) in order to draw attention to the need for an amendment of the rules in this area,
j) to resolve that the Nomination Committee in performing its duties should pay particular attention to issues associated with ethics, gender and ethnicity,
k) to instruct the Board of Directors to approach the Government of Sweden in order to call attention to the need for the legal framework meaning that the possibility of "voting power differences" is abolished,
l) to instruct the Board of Directors to approach the Government of Sweden in order to draw attention to the need for implementing rules on a national "cool-off period" for politicians, and
m) to instruct the Board of Directors to prepare a proposal to be referred to the Annual General Meeting 2018 - or at any Extraordinary General Meeting held prior to that - regarding representation on the Board and the Nomination Committee for small and medium-sized shareholders,
- Shareholder Thorwald Arvidsson's proposal for decision on amendments to the Articles of Association (article 6.2).
- Shareholder Thorwald Arvidsson's proposal for decision on amendments to the Articles of Association (article 9).
- Conclusion of the Meeting
NOMINATION COMMITTEE'S PROPOSALS
Proposals by the Nomination Committee regarding Board of Directors, etc. (items 1, 12-14)
The Nomination Committee has unanimously agreed that at the 2017 Annual General Meeting with regard to items 1 and 12-14 in the agenda, it will put forward the following proposals:
Item 1: The Chairman of the Board, Jonas Wiström, is appointed Chairman of the meeting.
Item 12: Seven directors. No deputy directors.
Item 13: Remuneration to the Board amounts unchanged to a total of SEK 4,860,000 to be allocated to the Chairman of the Board in the amount of SEK 1,450,000 and to each other Board member with SEK 485,000. For the members of the Audit Committee unchanged remuneration is proposed to be SEK 150,000 to the chairman of the Committee and SEK 100,000 to each other member of the Committee. For the Compensation Committee unchanged remuneration is proposed to be SEK 50,000 to the chairman and SEK 50,000 to each other member of the Committee.
The auditor shall be paid in accordance with approved account.
Item 14: For the period until the next Annual General Meeting has been held, re-election is proposed of Board members Ulla Litzén, Annette Sadolin, Karsten Slotte, Charlotte Strömberg, Jan Söderberg, Per-Olof Söderberg and Jonas Wiström. Jonas Wiström is proposed to be re-elected as Chairman of the Board.
For the period until the next Annual General Meeting has been held, re-election is proposed of the audit firm PricewaterhouseCoopers AB. PricewaterhouseCoopers has announced that Peter Clemedtson will be appointed as chief auditor for the audit.
BOARD'S PROPOSALS
The Board's proposal regarding dividend and record dates (item 11)
Dividend on Class A and Class B shares
The Board proposes a dividend for 2016 of SEK 2.00 per Class A share and SEK 2.00 per Class B share. The proposed record date for the dividend is 10 April 2017 and payments from Euroclear Sweden AB are expected to be made on 13 April 2017.
The total dividend to holders of shares of Class A and Class B as above, amounts to SEK 638 million based on the 319,014,634 outstanding shares on 16 February 2017. The number of treasury shares of Class B on this date is 5,126,262, which might change during the period up until the record date for dividends.
Dividend on outstanding Class C preference shares
The Board proposes that a dividend on outstanding Class C preference shares before the 2018 Annual General Meeting shall be paid quarterly in an amount of SEK 30 per Class C preference share, although a maximum of SEK 120. Dividends to holders of Class C preference shares amount to a maximum of SEK 85 based on 707 408 outstanding Class C preference shares on 16 February 2017. The number of treasury shares of Class C on this date is 122 592, which might change during the period until the record date for dividends.
The following dates are proposed as record dates for the quarterly dividends: 15 May 2017,
15 August 2017, 15 November 2017 and 15 February 2018. Payments are expected to be made by Euroclear Sweden AB on 18 May 2017, 18 August 2017, 20 November 2017 and 20 February 2018.
Dividend on Class C and Class D preference shares which may be issued
The Board has proposed that the 2017 Annual General Meeting resolves to authorise the Board to decide on a new issue of Class C and/or Class D preference shares in the Company (item 21). Provided the Company issues Class C and/or Class D preference shares during the period until the 2018 Annual General Meeting, the Board proposes that a dividend on new Class C and/or Class D preference shares which may be issued by the Board pursuant to the Authorisation - a maximum total of 1,250,000 Class C and/or Class D preference shares - prior to the 2018 Annual General Meeting, shall be paid quarterly in an amount of SEK 30 per Class C preference share, although a maximum of SEK 120, and in an amount of SEK 25 per Class D preference share, although a maximum of SEK 100, with effect from the date they are entered in the share register kept by Euroclear Sweden AB in accordance with the provisions in the Company's Articles of Association.
The following dates are proposed as record dates for the quarterly dividends: 15 May 2017,
15 August 2017, 15 November 2017 and 15 February 2018. Payments are expected to be made by Euroclear Sweden AB on 18 May 2017, 18 August 2017, 20 November 2017 and 20 February 2018.
The first time payment of a dividend on Class C and/or Class D preference shares that may be issued in the event of utilisation of the Authorisation may be made is on the payment date which occurs after the first record date after the shares have been registered with the Swedish Companies Registration Office.
Dividends on Class C and/or Class D preference shares that may be issued in the event of maximum utilisation of the Authorisation, may amount to a maximum of SEK 150 million.
Funds remaining after dividends on shares of Class A, Class B and, in the event of full utilisation of the Authorisation, Class C and/or Class D preference shares, at least SEK 7,049 million, will be carried forward to new account.
The Board's proposal for decision on guidelines for remuneration to senior executives (item 15)
The Board proposes that the Annual General Meeting resolves, for the period until the 2018 Annual General Meeting, to adopt the following guidelines for remuneration to senior executives. The proposed guidelines are essentially comparable to the guidelines resolved at the 2016 Annual General Meeting.
The incentive system for the company's business organisation is of major strategic importance for Ratos. Against this background, a remuneration and incentive system has been drawn up designed to offer competitive terms at the same time as the company's employees are motivated to work in the interests of the shareholders.
The incentive system comprises a number of components - basic salary, variable salary in cash, pension provisions, call options and synthetic options - and rests on five basic principles.
- Ratos's employees shall be offered competitive terms of employment in an industry where competition for qualified employees is intense and at the same time be encouraged to remain with Ratos.
- Both individual efforts and group performance must be linked to clear targets set by the Board.
- Variable salary in cash which is paid out to senior executives shall be linked both to collectively- and individually set annual targets. The targets are both quantitative and qualitative and aims to fulfill Ratos's long termed strategy and to fulfill a result development which benefits the shareholders.
- Each year the Board sets a limit for the total variable salary, which shall amount to a maximum of approximately 0,6 per cent of the company's equity at the start of the financial year.
- Key people at Ratos shall be encouraged to have a shared perspective with the company's shareholders which may be achieved through reasonably balanced option programs where employees can share in price rises alternatively realized increases in value, but also take a personal risk by paying a market premium for the options.
With regard to the costs for the proposed option programs, see the Board's proposal regarding call options (item 16) and synthetic options (item 17).
Pension benefits shall, as far as possible, be pre-defined pension cost solutions, however some pension benefits which is in accordance with the ITP Plan are defined benefits.
If the Company decides to terminate the CEO's employment, the period of notice is 2 months, if instead the CEO decides to terminate the employment, the period of notice is 6 months.
All previously resolved remunerations pending payment is within the guidelines previously decided.
The Board shall be entitled to deviate from these guidelines if special circumstances should prevail in an individual case.
The Board's proposal for decision regarding issue of call options and transfer of treasury shares (item 16)
The Board proposes that the Annual General Meeting decides on the issue of a maximum of 800,000 call options on treasury shares in the Company and that a transfer of a maximum of 800,000 Class B shares in the Company be made in connection with possible exercise of the call options. The call option program conforms in all material respects with the call option program decided by the 2016 Annual General Meeting.
The reason for deviation from the pre-emptive rights of shareholders and the Board's motivation for the proposal are as follows. The incentive system for the Company's business organisation is of major strategic importance for Ratos. Against this background, the Board is of the opinion that an effective share-based incentive for the company's key people is highly significant for the Company's development. The Board's aim is that all key people should be given an opportunity to participate in an option program every year and acquire and hold options from five different series. The program is deemed to be advantageous for the Company and its shareholders.
On 16 February 2017, the Company had the following share-based incentive programs.
| Call options with maturity | Exercise price SEK/share | Outstanding options | Corresponding no. of shares |
| 2012-2017 03 20 | 72.00 | 1,149,200 | 1,183,676 |
| 2013-2018 03 20 | 63.50 | 585,900 | 585,900 |
| 2014-2019 03 20 2015-2020 03 20 | 55.20 57.10 | 574,500 462,100 | 574,500 462,100 |
| 2016-2021 03 19 | 48.70 | 453,000 | 453,000 |
The exercise period for call option series 2017 shall be 1 October 2020-18 March 2022. The price per share (exercise price) shall initially correspond to 125 per cent of the average of the for each trading day during the period 11-15 September 2017 calculated average volume-weighted price paid for Ratos B shares on Nasdaq Stockholm. The number of shares and the exercise price for the shares included in the decision for transfer according to this item is, if appropriate, restated on the basis of a dividend paid, bonus issue, reversed split or split of shares, new issue or reduction of share capital or similar measures.
A market premium shall be paid for the options based on a market accepted valuation model (Black & Scholes) based on the average of the for each trading day during the period 11-15 September 2017 calculated average volume-weighted price paid for Ratos B shares on Nasdaq Stockholm, rounded to the nearest full ten öre whereby five öre shall be rounded up. The calculation will be performed by two independent valuation institutes whereby the average of the valuations, rounded off to the nearest full ten öre whereby five öre shall be rounded up, shall be regarded as the market premium. The purchase of options may subsidised by the option purchaser receiving an extra cash compensation corresponding to a maximum of 50 per cent of the option premium after deduction for 55 per cent standard tax, whereby the compensation will be divided into equal components over five years and normally provided the person concerned is still working in the Ratos Group and still holds options acquired from Ratos or shares acquired through the options.
The right to purchase options shall apply to the CEO and other key people (investment managers and others) with a maximum of between 10,000 and 300,000 options per person. Members of the Board of Ratos are not included in this offer. A maximum total of approximately 25 people will be included in this offer. Allocation will be made by the Board in accordance with the principles adopted by the Annual General Meeting and based on position and experience. Notification of purchase of options shall be made during the period 11-18 September 2017.
Transfer of shares may only be made to holders of call options who during the period 1 October 2020-18 March 2022 backed by call options request such a transfer. Payment for shares acquired backed by call options shall be made within 10 banking days from the request to purchase. Complete terms and conditions for the options are provided in Appendix 1 of the proposal.
Based on a price for Ratos shares of SEK 42,65, and on other market conditions that prevailed on 20 February 2017 and the Board's proposal for a dividend for the 2016 financial year, the value per option has been estimated by Nordea Bank AB (publ) and Deloitte AB to SEK 5,10, which provides a value for all options of approximately SEK 4,1million.
Subsidy of the option premium, calculated on the basis of the above-mentioned estimated option value, gives rise of a maximum cost of SEK 6 million including social security costs. The Board's proposal will result - applying IAS 33 - in a decrease in earnings per share of SEK 0,07 to
SEK -1,86 per share and an unchanged equity per share of SEK 31 for 2016 pro forma.
In the event of exercise of the proposed options, the number of outstanding shares will increase. These new shares will comprise, in the event of full exercise of the options, 0.3 per cent of the number of shares and 0.1 per cent of voting rights, based on shares outstanding (i.e. total number of issued shares reduced by the Company's holding of treasury shares). In the event of full exercise of the options now proposed together with existing options, the number of shares will comprise 1.3 per cent of shares and 0.4 per cent of voting rights, based on shares outstanding.
The proposal was prepared by the Company's Compensation Committee together with external advisors, and adopted by the Board.
A decision under this item is only valid if it is supported by shareholders representing at least nine-tenths of both votes cast and shares represented at the Meeting.
The Board's proposal for decision regarding the issue of synthetic options to senior executives and other key people at Ratos (item 17)
The Board proposes that the Annual General Meeting resolves to introduce a cash-based option program related to Ratos's investments in the portfolio companies. It is proposed that the program is carried out through the issue of synthetic options ("2017 Option Program"). The 2017 Option Program is expected to lead to greater involvement and increased motivation for the participants in the program and result in those included in the program having stronger ties to Ratos. The 2017 Option Program is intended to include approximately 25 present and future senior executives and key people at Ratos. Ratos's Board is of the opinion that the Program will benefit Ratos's shareholders and that it will contribute to opportunities to recruit and retain competent employees.
The Board shall be responsible for the detailed design and management of the 2017 Option Program within the framework of the following terms and conditions:
- The invitation to acquire options shall include the CEO and other key people (investment managers and others) currently working at Ratos or who may be employed during the period until the next Annual General Meeting, a total of approximately 25 people, with a maximum of between 10 and 200 options per person and investment. Members of Ratos's Board are not included in the invitation.
- The invitation to acquire and agreements regarding options shall include all the portfolio companies invested in by Ratos during the period from the 2017 Annual General Meeting (or where applicable, from the date after the 2017 Annual General Meeting when the participant is employed) and until the next Annual General Meeting. The total number of options attributable to a portfolio company shall amount to a maximum of 1,000 and represent 5 per cent of Ratos's total investment in the portfolio company. Regarding the portfolio company's acquisitioned during 2016 up until the 2017 Annual General Meeting, a purchase of maximum 1,000 options in each portfolio company, each euqivalent to 2 per cent (in addition to the already offered options corresponding to 3 per cent) of Ratos's total investment in each respectively Option Program ("The 2017 Additional Program"), can be made.
- Participants in the 2017 Option Program and in the 2017 Additional Program shall no later than 15 August 2017 or at an earlier point in time which the Board decides, provide notification of participations. Participants employed after the 2017 Annual General Meeting shall be entitled to submit notification of participation at a later date. Acquisition of options attibutable to a specific portfolio company shall according to the 2017 Option Program be made in conjunction with Ratos's investment in the company. Acquisiton of options in accordance with the 2017 Additional Program shall take place no later than 22 August 2017 or at an earlier point in time which the Board decides, or, as for participants employed later, at a date decided by the Board (however, at latest the day prior to the 2018 Annual General Meeting).
- Employees' option acquisitions shall be made at market value. The value will be calculated by two independent valuation institutes applying a standard valuation model (Black & Scholes).
- The issue of synthetic options shall take place by an agreement being concluded between Ratos and the employee containing principally the following terms and conditions:
- One option shall give the option holder the right to receive from Ratos a sum of money calculated on the basis of the cash flow Ratos receives from its investment in the portfolio company, after Ratos has received a return of 8 per cent per year.
- The term of the option shall correspond to Ratos's investment period in the portfolio company, although a maximum of 10 years.
- The option shall be freely transferable, but subject to a pre-emptive right for Ratos to acquire the option.
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- The purchase of options may be subsidised by the option purchaser receiving an extra cash compensation corresponding to a maximum of 50 per cent of the option premium, up to a maximum of 5 per cent of Ratos's total investment in the current portfolio company, after deduction for 55 per cent standard tax, whereby the compensation will be divided into equal components over 4 years and asumes in the type-case that the person concerned still is active within Ratos's group and henceforth possesses from Ratos's acquired options.
The options will be transferred at a market price. A part of Ratos's cost for the program consists of the cost of the subsidy including social security contributions. In addition, the future costs or revenue for Ratos attributable to issued options are added, which will depend on the value growth of Ratos's investment in the portfolio company concerned. If the value growth is less than 8 per cent per year, the options will be worthless and the paid-in premium will be revenue for Ratos. If the value growth on Ratos's investment in the portfolio company concerned exceeds 8 per cent per year, the options will have a value. The total value of the issued options as for the 2017 Option Program at the closing date will be a maximum of 5 per cent of the difference between the actual realised value for Ratos's investment at the closing date and the acquisition value increased by 8 per cent per year. The total value of the issued options as for the 2017 Additional Program at the end time amounts to a maximum of 2 per cent of the divergence between the value increased for Ratos's investment from the acquisition and the paid-in premium recounted by 8 per cent per year. The value of the options on the closing date, with deduction of paid-in premium and addition of costs for the proposed subsidy, will be the total cost to Ratos. Any gains for option holders will be paid at Ratos's exit or no later than after 10 years. Based on the average outcome of previous years' option programs, the cost for the subsidy is estimated to amount to a maximum of approximately SEK 6 million, including social contributions.
The proposal has been prepared together with external advisers and has been examined by the Compensation Committee and the Board.
A decision under this item is only valid if it is supported by shareholders representing more than half of votes cast at the Meeting.
The Board's proposal for decision on amendments to the Articles of Association (item 18)
In order to enable the issue of preference shares in accordance with the Authorisation proposed in item 21, the Board proposes that the Annual General Meeting resolves on changes in the Articles of Association's article 6, whereby it will contain the following wording:
"Article 6: SHARE CLASSES
- Shares can be issued in four classes, Class A, Class B, Class C preference shares and Class D preference shares.
- Each class A share entitles the holder to one vote. Each Class B share, each Class C preference share and each Class D preference share entitles the holder to one-tenth of a vote.
- Class A shares may be issued in a maximum number that corresponds to 27 per cent of the share capital in the Company, Class B shares may be issued in a maximum number that corresponds to 100 per cent of the share capital in the company, Class C preference shares may be issued in a maximum number that corresponds to 10 per cent of the share capital in the company, and Class D preference shares may be issued in a maximum number that corresponds to 10 per cent of the share capital in the company.
- Dividend
If the Annual General Meeting resolves on a dividend, Class C preference shares shall carry preferential rights before Class A shares and B shares to an annual dividend as set out below.
Preferential rights to dividend per Class C preference share ("Preference Dividend C") shall:
- with effect from the first payment date (see below) immediately after Class C preference shares are registered with the Swedish Companies Registration Office until and including the final payment date prior to the 2017 Annual General Meeting amount to SEK 25 per quarter, although a maximum of SEK 100 per year with record dates as set out below.
- with effect from the first payment date after the 2017 Annual General Meeting and for the subsequent period the annual Preference Dividend C shall increase by a total of SEK 20 evenly divided into quarterly payments. Adjustment shall be made in conjunction with the first payment after the 2017 Annual General Meeting.
If the Annual General Meeting resolves on a dividend, Class D preference shares shall carry the same preferential rights as Class C preference shares before Class A and Class B shares to an annual dividend as set out below.
Preferential rights to dividend per Class D preference share ("Preference Dividend D") shall:
- with effect from the first payment date (see below) immediately after Class D preference shares are registered with the Swedish Companies Registration Office until and including the final payment date prior to the 2021 Annual General Meeting amount to SEK 25 per quarter, although a maximum of SEK 100 per year with record dates as set out below.
- with effect from the first payment date after the 2021 Annual General Meeting and for the subsequent period the annual Preference Dividend D shall increase by a total of SEK 28 evenly divided into quarterly payments. Adjustment shall be made in conjunction with the first payment after the 2021 Annual General Meeting.
Payment of dividends on Class C and Class D preference shares shall be made quarterly. Record dates shall be 15 February, 15 May, 15 August and 15 November. In the event such day is not a banking day, i.e. a day that is not a Saturday, Sunday or a public holiday, the record date shall be the closest preceding banking day. Dividend payments will be made on the third banking day after the record date. The first time payment of dividends on Class D preference shares may be made is on the payment date that occurs after the first record date after the preference shares are registered with the Swedish Companies Registration Office.
If no dividend is paid on Class C or Class D preference shares, or if only a dividend lower than the Preference Dividend C and D is paid, Class C and Class D preference shares shall, provided the Annual General Meeting resolves on a dividend, carry entitlement to in addition to future Preference Dividends C and D to receive an amount, evenly distributed on each Class C and Class D preference share, corresponding to the difference between what would have been paid and the amount paid ("Outstanding Amount) before dividends are paid on Class A or Class B shares. The Outstanding Amount shall be adjusted upwards by a factor corresponding to an annual interest rate of 10 per cent, whereby upward adjustment shall start from the quarterly date when payment of part of the dividend was made (or should have been made, in the event no dividend was paid at all).
Class C and Class D preference shares shall not otherwise carry entitlement to a dividend.
- Redemption of Class C and Class D preference shares
A reduction of the share capital, although not below the minimum capital, may be effected through redemption of a certain number or all Class C and/or Class D preference shares following a decision by the Board. When a decision on redemption is made, an amount corresponding to the reduction amount shall be placed in a reserve if requisite funds for this purpose are available.
The allocation of which Class C preference shares shall be redeemed shall be made pro rata in relation to the number of Class C preference shares which each preference shareholder owns on the date of the Board's decision on redemption. If the allocation as set out above is not even, the Board shall decide on allocation of surplus Class C preference shares which shall be redeemed. If the decision is approved by all holders of Class C preference shares the Board may decide, however, which Class C preference shares are to be redeemed.
The redemption amount for each redeemed Class C preference share shall be an amount as follows:- Until the first quarterly record date for dividends after the 2017 Annual General Meeting, an amount corresponding to 115 per cent of the amount paid for each Class C preference share at the first issue of Class C preference shares ("Initial Subscription Price C") plus the Outstanding Amount adjusted upwards by an annual rate as set out in paragraph 4 above. The redemption amount for each redeemed Class C preference share shall, however, never be lower than the share's quota value.
- With effect from the first quarterly record date for dividends after the 2017 Annual General Meeting and for the subsequent period, an amount corresponding to 105 per cent of the Initial Subscription Price C plus the Outstanding Amount adjusted upwards by an annual rate as set out in paragraph 4 above. The redemption amount for each redeemed Class C preference share shall, however, never be lower than the share's quota value.
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The allocation of which Class D preference shares shall be redeemed shall be made pro rata in relation to the number of Class D preference shares which each preference shareholder owns on the date of the Board's decision on redemption. If the allocation as set out above is not even, the Board shall decide on allocation of surplus Class D preference shares which shall be redeemed. If the decision is approved by all holders of Class D preference shares the Board may decide, however, which Class D preference shares are to be redeemed.
The redemption amount for each redeemed Class D preference share shall be an amount as follows:
- Until the first quarterly record date for dividends after the 2021 Annual General Meeting, an amount corresponding to 115 per cent of the amount paid for each Class D preference share at the first issue of Class D preference shares ("Initial Subscription Price D") plus the Outstanding Amount adjusted upwards by an annual rate as set out in paragraph 4 above. The redemption amount for each redeemed Class D preference share shall, however, never be lower than the share's quota value.
- With effect from the first quarterly record date for dividends after the 2021 Annual General Meeting and for the subsequent period, an amount corresponding to 100 per cent of the Initial Subscription Price D plus the Outstanding Amount adjusted upwards by an annual rate as set out in paragraph 4 above. The redemption amount for each redeemed Class D preference share shall, however, never be lower than the share's quota value.
Owners of Class C and Class D preference shares which shall be redeemed shall be obliged within three months of receipt of a written notification of the Board's decision on redemption to accept the redemption amount for the shares or, where permission for the reduction is required from the Swedish Companies Registration Office or the court, after receipt of notification that a decision on such permission has gained legal force.
6. Dissolution of the Company
If the Company is liquidated Class C and Class D preference shares shall carry preferential rights before Class A and Class B shares to receive from the Company's assets an amount per Class C and Class D preference share corresponding to the redemption amount calculated in accordance with paragraph 5 above as per the liquidation date, prior to distribution to owners of Class A or Class B shares. Class C and Class D preference shares shall otherwise not carry any entitlement to a share of distribution.
7. Recalculation in the event of certain company events
In the event the number of Class C or Class D preference shares is changed through a merger, demerger or other similar company event, the amount to which Class C and Class D preference shares carry entitlement according to paragraphs 4-6 in this Article 6 of the Articles of Association shall be recalculated to reflect such change.
8. Conversion of Class A shares to Class B shares
Owners of Class A shares shall be entitled to request conversion of Class A shares to Class B shares. Such request for conversion, which shall be made in writing and specify the number of shares to be converted, shall be made to the Company. The Company shall without delay notify the conversion to the Swedish Companies Registration Office for registration. The conversion is effected upon registration.
The Company will take the necessary measures for conversion free of charge for shareholders four times a year. Such measures will be taken at the end of each quarter for requests received by the Company no later than seven days prior to the end of the quarter. Shareholders are also entitled to have such conversion carried out at other times but in such case a charge will be made."
The Board of Directors, the CEO or the person appointed by one of them shall be entitled to make any minor adjustments to the above decision which might be required in conjunction with registration with the Swedish Companies Registration Office.
A decision under this item is only valid if it is supported by shareholders representing at least two-thirds of both votes cast and shares represented at the Meeting.
The Board's proposal that the Board be authorised to decide on purchase of treasury shares (item 19)
The Board proposes that the Annual General Meeting authorises the Board during the period before the next Annual General Meeting to decide on acquisition of treasury shares in accordance with the following conditions:
- Acquisition may be made of Class A shares, Class B shares, Class C preference shares and Class D preference shares which may be issued prior to the next Annual General Meeting.
- Acquisition must take place on Nasdaq Stockholm.
- Acquisition may take place on one or more occasions prior to the next Annual General Meeting.
- A maximum number of shares may be acquired so that the company's holding at any time does not exceed seven (7) per cent of all the shares issued in the company.
- Acquisition may be made at a price within the price band registered at any time on Nasdaq Stockholm.
- Acquisition may be made within the frame of a repurchase program in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council and with the Commissions delegated regulation (EU) 2016/1052.
The purpose of the purchase of treasury shares is to give the Board more alternatives in its work to create value for the company's shareholders. This includes hedging of call options issued within the framework of Ratos's incentive program.
A decision under this item is only valid if it is supported by shareholders representing at least two-thirds of both votes cast and shares represented at the Meeting.
The Board's proposal that the Board be authorised to decide on new issue of Class B shares in conjunction with company acquisitions (item 20)
The Board proposes that the Annual General Meeting resolves, during the period until the next Annual General Meeting, to authorise the Board in conjunction with agreements on company acquisitions, on one or several occasions, with or without deviation from the pre-emptive rights of shareholders, for a cash payment, through set-off or non-cash, to make a decision on new issue of class B shares in the company. This authorisation shall comprise a maximum of 35 million class B shares. The new issue amount received may, for each individual agreement on company acquisition, amount to a maximum of Ratos's capital contribution for the acquisition.
The reason for deviation from pre-emptive rights is that the company shall be able to issue shares as payment in conjunction with company acquisitions, alternatively procure capital for such acquisitions. The issue price will be determined in accordance with current market conditions.
The Board of Directors, the CEO or the person appointed by one of them shall be entitled to make any minor adjustments to the above decision which might be required in conjunction with registration with the Swedish Companies Registration Office.
A decision under this item is only valid if it is supported by shareholders representing at least two-thirds of both votes cast and shares represented at the Meeting.
The Board's proposal that the Board be authorised to decide on new issue of Class C and/or Class D preference shares in conjunction with company acquisitions (item 21)
The Board proposes that the Annual General Meeting resolves, during the period until the next Annual General Meeting, to authorise the Board in conjunction with agreements on company acquisitions, on one or several occasions, with or without deviation from the pre-emptive rights of shareholders, for a cash payment, through set-off or non-cash, to make a decision on new issue of Class C and/or Class D preference shares in the company. This authorisation shall comprise a maximum total of 1,250,000 Class C and/or Class D preference shares. The new issue amount received may, for each individual new issue, amount to a maximum of Ratos's capital contribution for the acquisition.
The reason for deviation from pre-emptive rights is that the company shall be able to issue shares as payment in conjunction with company acquisitions, alternatively procure capital for such acquisitions. The issue price will be determined in accordance with current market conditions.
The Board of Directors, the CEO or the person appointed by one of them shall be entitled to make any minor adjustments to the above decision which might be required in conjunction with registration with the Swedish Companies Registration Office.
The Meeting's resolution on authorisation for the Board to decide on a new issue of Class D preference shares in accordance with this item 21 is conditional on the Meeting resolving in accordance with the Board's proposal for amendments to the Articles of Association in accordance with item 18 above.
A decision under this item is only valid if it is supported by shareholders representing at least two-thirds of both votes cast and shares represented at the Meeting.
SHAREHOLDER PROPOSAL
Shareholder Thorwald Arvidsson's proposal for decision on amendment to the Articles of Association (article 6.2) (item 23)
Shareholder Thorwald Arvidsson proposes that article 6.2 in the Articles of Association be amended as follows:
"All shares - ordinary shares as well as preference shares - carry entitlement to one vote."
A decision under this item is only valid if it is approved by all shareholders present at the Annual General Meeting and that these represent at least nine-tenths of all the shares in the company, alternatively if it is approved by shareholders with at least two-thirds of both votes cast and shares represented at the Meeting provided owners of half of all Class A shares and nine-tenths of the Class A shares represented at the Meeting agree to the amendment.
Shareholder Thorwald Arvidsson's proposal for decision on amendment to the Articles of Association (article 9) (item 24)
Shareholder Thorwald Arvidsson proposes that article 9 in the Articles of Association be amended by the addition of a third and a fourth paragraph as follows:
"Former members of the Swedish Government may not be appointed board members until two years have passed since the person concerned left their position as a member of the Swedish Government.
Other full-time politicians paid by the state may not be appointed board members until one year has passed since the person concerned left his or her assignment, unless exceptional circumstances dictate otherwise."
A decision under this item is only valid if it is supported by shareholders representing at least two-thirds of both votes cast and shares represented at the Meeting.
OTHER INFORMATION
Shares and votes
On the date this notice was issued there are a total of 324,970,896 shares in the company, of which 84,637,060 are Class A shares with one vote each, 239,503,836 are Class B shares with one-tenth of a vote each, and 830,000 are Class C preference shares with one-tenth of a vote each, corresponding to a total of 108,670,443.6 votes. The Company's treasury shares on the same date amount to 5,126,262 Class B shares and 122,592 Class C preference shares, corresponding to a total of 524,885.4 votes, which cannot be represented at the Meeting.
Disclosures at the Annual General Meeting
The Board and CEO shall, if so requested by a shareholder, and the Board is of the opinion that this can be done without material damage to the company, make disclosures on (i) circumstances that might have an effect on assessment of an item on the agenda, (ii) circumstances that might affect assessment of the financial situation of the company or a subsidiary, (iii) the company's relations to another group company.
Documentation
The annual report, audit report, power of attorney forms and other documents for the Annual General Meeting will be available at the company at Drottninggatan 2, in Stockholm, and on the company's website www.ratos.se from 16 March 2017, at the latest. Documents will also be sent free of charge to shareholders who so request.
Stockholm, March 2017
Ratos AB (publ)
Board of Directors
For further information, please contact:
Jonas Wiström, Chairman of the Board, Ratos +46 8 700 17 98
Jan Andersson, Chairman of the Nomination Committee, +46 76 139 55 00
Financial calendar from Ratos:
Annual General Meeting 6 April 2017
Interim report January-March 2017 8 May 2017
Interim report January-June 2017 17 August 2017
Interim report January-September 2017 14 November 2017
Ratos is an investment company that owns and develops unlisted medium-sized Nordic companies. Our goal as an active owner is to contribute to the long-term and sustainable business development in the companies we invest in and to make value-generating transactions. Ratos's portfolio consists of 19 medium-sized Nordic companies and the largest segments in terms of sales are Consumer goods/Retail, Construction and Energy. Ratos is listed on Nasdaq Stockholm and has a total of approximately 15,000 employees.
