CORRECTION: Ratos: Notice of the Annual General Meeting of Ratos AB (publ.)
(Thomson Reuters ONE) -
This is a correction of the announcement from 08:45 03.03.2017 CET. Reason for
the correction: The correction relates to the Swedish version of the press
release, regarding the time for the AGM's start and registration. The English
translation is correct.
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
1. Opening of the Meeting and election of the Chairman of the Meeting.
2. Preparation and approval of the voting list.
3. Election of two persons to verify the minutes together with the Chairman.
4. Determination of whether the Meeting has been duly convened.
5. Approval of the Agenda for the Meeting.
6. The CEO's address.
7. Presentation of the annual report and the audit report as well as a
statement by the auditors concerning guidelines for remuneration to senior
executives.
8. Any questions regarding activities in the 2016 financial year.
9. Resolution on adoption of the income statement and balance sheet and the
consolidated income statement and consolidated balance sheet.
10. Resolution on discharge from liability for the members of the Board of
Directors and the CEO.
11. Resolution on distribution of the company's profit, according to the
adopted balance sheet, and on record dates for dividends.
12. Determination of the number of directors and deputy directors.
13. Determination of fees to be paid to the Board of Directors and auditors.
14. Election of the Board of Directors and auditor.
15. The Board's proposal for decision on guidelines for remuneration to senior
executives.
16. The Board's proposal for decision regarding issue of call options and
transfer of treasury shares.
17. The Board's proposal for decision regarding issue of synthetic options to
senior executives and other key people at Ratos.
18. The Board's proposal for decision on amendments to the Articles of
Association.
19. The Board's proposal that the Board be authorised to decide on purchase of
treasury shares.
20. The Board's proposal that the Board be authorised to decide on new issue of
Class B shares in conjunction with company acquisitions.
21. 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.
22. 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,
23. Shareholder Thorwald Arvidsson's proposal for decision on amendments to the
Articles of Association (article 6.2).
24. Shareholder Thorwald Arvidsson's proposal for decision on amendments to the
Articles of Association (article 9).
25. 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.
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Call options with Exercise price Outstanding Corresponding no.
maturity SEK/share options 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 55.20 574,500 574,500
2015-2020 03 20 57.10 462,100 462,100
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.
* 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
1. Shares can be issued in four classes, Class A, Class B, Class C preference
shares and Class D preference shares.
2. 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.
3. 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.
4. 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:
i. 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.
ii. 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:
i. 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.
ii. 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.
5. 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:
i. 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.
ii. 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.
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:
i. 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.
ii. 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.
Press release:
http://hugin.info/1180/R/2084713/785958.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Ratos via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 03.03.2017 - 10:30 Uhr
Sprache: Deutsch
News-ID 527942
Anzahl Zeichen: 54187
contact information:
Town:
Stockholm
Kategorie:
Business News
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