Notice to attend the extraordinary general meeting of SSAB
The shareholders of SSAB AB (publ) (company registration number 556016-3429) are hereby given notice to attend the extraordinary general meeting to be held on Friday, May 27, 2016, at 10 am. Registration will commence at 9.30 am and coffee will be served before the meeting commences. Welcome!
Location
World Trade Center Stockholm
Room “New York”
Klarabergsviadukten 70, Stockholm
Notification of attendance
In order to be entitled to attend the meeting, shareholders must be included in the printout of the share register that is made by Euroclear Sweden AB on Saturday, May 21, 2016 and give notice of their intention to attend the meeting not later than on Monday, May 23, 2016, preferably before 12 noon. Please note as the record day is a Saturday, the shareholder must be entered into the share register already on Friday, May 20, 2016.
Notice to attend the general meeting may be given via the Company’s website, www.ssab.com, or by telephone on +46 8 4545 760.
The name, personal identification number (or company registration number), address, telephone number and the number of assistants (if any) of the shareholder must be provided in the notice.
Nominee-registered shares
In order to be entitled to attend the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name. Such re-registration must be effected at Euroclear Sweden AB on Friday, May 20, 2016, as the record day is Saturday, May 21, 2016. Thus, the nominee should be contacted in ample time prior to May 20, 2016.
Since the shareholders that are registered within the Finnish book-entry system at Euroclear Finland Ltd are nominee registered at Euroclear Sweden AB, those shareholders wishing to attend the meeting must contact Euroclear Finland Ltd by e-mail to thy@euroclear.eu or by phone on +358 (0)20 770 6609, for registration of their shares in their own name well in advance of Friday, May 20, 2016, as the record day is Saturday, May 21, 2016.
Proxies
Proxies in original and, with respect to a legal entity, a certificate of registration, should be submitted in ample time prior to the general meeting to: SSAB AB, Bolagsstämma, Box 7832, 103 98 Stockholm, Sweden. The Company provides proxy forms for shareholders wishing to be represented by a proxy. The form is available on the Company’s website, www.ssab.com and will be sent to those shareholders who so request and state their mailing address. Orders may be placed by telephone on +46 8 4545 760.
Admission cards
Admission cards entitling the holder to attend the general meeting will be distributed prior to the meeting to those shareholders who have submitted applications. It is anticipated that shareholders will receive admission cards not later than on Thursday, May 26, 2016. Any shareholder that has not received an admission card prior to the general meeting will be able to obtain an admission card from the information desk at the meeting, upon presentation of identification.
Agenda
1. Election of a chairman of the meeting
2. Preparation and approval of the voting register
3. Approval of the agenda proposed by the Board of Directors
4. Election of one or two persons to attest the minutes of the meeting
5. Determination whether the meeting has been duly convened
6. Resolution on (A) the proposal by the Board of Directors to amend the Articles of Association and (B) approval of the resolution by the Board of Directors on a rights issue of Class B shares subject to approval by the general meeting
7. Closing of the meeting.
The Board of Director’s proposals in respect of items 1 and 6
Item 1 Election of a chairman of the meeting
The Board of Directors proposes that attorney Sven Unger be appointed to chair the meeting.
Item 6 Proposal by the Board of Directors to (A) amend the Articles of Association and (B) approve the resolution by the Board of Directors on a rights issue of Class B shares subject to approval by the general meeting
(A) Resolution on proposal by the Board of Directors to amend the Articles of Association
In light of the resolution by the Board of Directors on a rights issue of Class B shares with preferential rights for the Company’s shareholders in accordance with (B) below subject to approval by the general meeting, the Board of Directors proposes that the general meeting resolves to amend the limits for the share capital and the number of shares (§4 and §5) of the Company’s Articles of Association in accordance with the following:
§ 4
Current wording
The share capital shall be not less than SEK 3,500,000,000 and not more than SEK 14,000,000,000.
Proposed wording
The share capital shall be not less than SEK 4,800,000,000 and not more than SEK 19,200,000,000.
§ 5
Current wording
There shall be not less than 400,000,000 shares and not more than 1,600,000,000 shares. The shares may be issued in two classes, designated Class A and Class B. Not more than 1,600,000,000 Class A shares may be issued and not more than 1,600,000,000 Class B shares may be issued. Each Class A share shall entitle the holder to one (1) vote whilst each Class B share shall entitle the holder to one tenth (1/10) of one vote. Class A shares and Class B shares shall carry equal rights to participate in the assets and profits of the Company.
Proposed wording
There shall be not less than 545,000,000 shares and not more than 2,180,000,000 shares. The shares may be issued in two classes, designated Class A and Class B. Not more than 2,180,000,000 Class A shares may be issued and not more than 2,180,000,000 Class B shares may be issued. Each Class A share shall entitle the holder to one (1) vote whilst each Class B share shall entitle the holder to one tenth (1/10) of one vote. Class A shares and Class B shares shall carry equal rights to participate in the assets and profits of the Company.
(B) Resolution on approval of the resolution by the Board of Directors on a rights issue of Class B shares subject to approval by the general meeting
The Board of Directors proposes that the general meeting approves the resolution by the Board of Directors on a rights issue of Class B shares on the following terms and conditions.
1. The Board of Directors, or whoever the Board of Directors may appoint among its members, is authorized to resolve, on May 25, 2016 at the latest, on the maximum amount by which the share capital shall be increased, the maximum number of Class B shares to be issued, the number of existing shares that shall entitle to subscription for a certain number of new Class B shares and the subscription price per share. The Board of Directors may resolve that the subscription price shall be lower than the quota value for the prior shares (currently SEK 8.80), whereby an amount equivalent to the difference between the subscription price and the shares’ quota value for the total number of newly issued Class B shares shall be provided to the share capital through transfer from the Company’s non-restricted equity.
2. The Company’s shareholders shall have pre-emptive rights to subscribe for the new Class B shares in proportion to the shares previously owned, regardless of whether their shares are Class A or Class B.
3. The record date for entitlement to participate in the rights issue with pre-emptive right shall be May 31, 2016.
4. If not all of the Class B shares are subscribed for by exercise of subscription rights, the Board of Directors shall, up to the maximum amount of the rights issue, resolve on allotment of Class B shares subscribed for without the exercise of subscription rights where in such case, priority will be given firstly to those who have subscribed for Class B shares by the exercise of subscription rights, irrespective of whether or not they were shareholders on the record date, pro rata in relation to the number of subscription rights exercised for the subscription of shares, secondly be allotted to other parties who have notified the Company of their interest in subscribing for Class B shares without the exercise of subscription rights, pro rata in relation to such declared interest. Any remaining shares shall be allotted to those who have guaranteed the rights issue, pro rata in relation to issued guarantees. To the extent allotment according to the above cannot be made pro rata, allotment shall be made by drawing lots.
5. Subscription of shares shall be made during the period as from June 3, 2016 up to and including June 17, 2016, or, as regards the guarantors, up to and including June 23, 2016. The Board of Directors shall be entitled to extend the period for subscription.
6. Subscription for Class B shares by exercise of subscription rights shall be made by simultaneous cash payment. Subscription for Class B shares without subscription rights shall be submitted on a separate subscription list where B-allotted shares shall be paid in cash no later than three (3) banking days from dispatch of the contract note to the subscriber setting forth the allotment of shares.
7. The new Class B shares shall provide entitlement to any dividend as from the first record date for dividend to occur after the registration of the new rights issue with the Swedish Companies Registration Office.
8. The rights issue requires an amendment of the Articles of Association in accordance with item (A) above.
Documents in accordance with Chapter 13, Section 6, of the Swedish Companies Act have been prepared.
The resolution by the general meeting to amend the Articles of Association in accordance with item (A) above requires that shareholders holding at least two-thirds of the votes cast as well as the shares represented at the meeting support the proposal.
The resolution pursuant to the proposal under item (A) above is conditional upon approval by the general meeting under item (B) above.
The Board of Directors, or whoever the Board of Directors may appoint, shall be authorized to make such minor adjustments of the above resolution as may prove necessary in connection with the registration with the Swedish Companies Registration Office, Euroclear Sweden AB or Euroclear Finland Ltd.
Information at the general meeting
The shareholders are entitled to certain information at the general meeting. The Board of Directors and the President & CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the Company’s relation to other companies within the group.
Documents
The Board of Directors’ proposal and resolution in accordance with item 6 above and documents in accordance with Chapter 13, Section 6, of the Swedish Companies Act will be available at the Company’s offices on Klarabergsviadukten 70, D6, Stockholm and on the Company’s website, www.ssab.com, not later than May 6, 2016 and will be sent by mail to those shareholders who so request and state their address. Orders may be placed by telephone on +46 8 4545 760.
Number of shares and votes
In the Company, there are 304,183,270 Class A shares, each with one vote per share, and 245,062,240 Class B shares, each with 1/10 vote per share, entailing that in total there are 549,245,510 shares and 328,689,494 votes in the Company.
Stockholm, April 2016
SSAB AB (publ)
The Board of Directors
This information is published by SSAB pursuant to the requirements of the Swedish Securities Market Act and the Finnish Securities Market Act. Submitted for publication at 08.30 am CEST, April 25, 2016.
For further information, please contact:
Andreas Koch, Head of Investor Relations, andreas.koch@ssab.com, +46 8 45 45 729
This is an unofficial translation from the Swedish original. In case of any discrepancies between the Swedish and English language versions, the Swedish version shall prevail.
SSAB is a Nordic and US-based steel company. SSAB offers value added products and services developed in close cooperation with its customers to create a stronger, lighter and more sustainable world. SSAB has employees in over 50 countries. SSAB has production facilities in Sweden, Finland and the US. SSAB is listed on the Nasdaq OMX Nordic Exchange in Stockholm and has a secondary listing on the Nasdaq OMX in Helsinki. www.ssab.com.
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