Ratos: Notice of Annual General Meeting 16 April 2015
This information is disclosed in accordance with the Securities Markets Act, the
Financial Instruments Trading Act or demands made in the exchange rules.
Ratos's Annual General Meeting will be held on Thursday, 16 April at 16.30 CET
at Stockholm Waterfront Congress Centre, Nils Ericsons Plan 4, Stockholm. The
complete notice of the meeting is attached and available at www.ratos.se where
attendance can also be notified. Complete AGM documentation will be available at
Ratos's head office and on www.ratos.se from 6 March. Notice of attendance must
be made to Ratos no later than 10 April.
Board of Directors and auditors
The Nomination Committee proposes Karsten Slotte to be elected as a new member
of the Board. Lars Berg has declined re-election. The Nomination Committee
further proposes re-election of Board members Staffan Bohman, Arne Karlsson,
Annette Sadolin, Charlotte Strömberg, Jan Söderberg and Per-Olof Söderberg. Arne
Karlsson is proposed as Chairman of the Board. A more detailed presentation of
the proposed Board members and the work of the Nomination Committee is provided
on the company's website www.ratos.se.
The Nomination Committee further proposes re-election of PricewaterhouseCoopers
AB as auditors for the period until the next Annual General Meeting has been
held.
Proposal for dividend on Class A and Class B shares
The Board proposes an ordinary dividend of SEK 3.25 (3.00) per Class A and Class
B share. The proposed record date for the dividend is 20 April and payment is
expected to be made on 23 April 2015.
Proposal for dividend on Class C preference shares
The Board proposes that a dividend on outstanding Class C preference shares
before the 2016 Annual General Meeting, in accordance with the Articles of
Association, shall be paid quarterly in an amount of SEK 25 per Class C
preference share, although a maximum of SEK 100. Proposed record dates for the
quarterly dividends until the next Annual General Meeting are 15 May 2015, 14
August 2015, 13 November 2015 and 15 February 2016.
Purchase of treasury shares
The Board of Directors proposes that the Annual General Meeting gives the Board
renewed authorisation, during the period until the next Annual General Meeting,
on acquisition of a maximum number of shares so that the company's holding of
treasury shares at any time does not exceed 7% of all the shares in the company.
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.
Incentive programme
The Board proposes that the Annual General Meeting resolves on an issue of a
maximum of 800,000 call options on Class B Ratos treasury shares to be
transferred at a market premium to key people at Ratos. The option purchases
will be partly subsidised. It is further proposed that the Meeting decides on a
transfer of a maximum of 800,000 Class B shares in the company when the options
are exercised.
In addition, the Board proposes, as in the previous year, that the Meeting
resolves on a cash-based option programme related to Ratos's investments in the
holdings. It is proposed that the programme is carried out through the issue of
synthetic options which key people at Ratos will be entitled to acquire at a
market price. The option purchases will be partly subsidised.
The Board further proposes that the Meeting resolves on a transfer of a maximum
of 16,000 Ratos Class B shares to administrative employees.
Proposal for authorisation for new issue of Class B shares to be used for
acquisitions
The Board proposes that the Annual General Meeting, as in previous years,
authorises 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 shares in the company. This authorisation shall
comprise a maximum of 35 million Class B shares, which corresponds to 9.7% of
the shares and 3.1% of voting rights (after full utilisation of the mandate) and
applies until the next Annual General Meeting.
Proposal for authorisation for a new issue of preference shares to be used for
acquisitions
The Board proposes that the Annual General Meeting resolves 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. The
authorisation shall comprise a maximum total of 1,250,000 Class C and/or Class D
preference shares and applies until the next Annual General Meeting. The Board
has further proposed that the Annual General Meeting resolves on amendments to
the Articles of Association to enable a new issue of Class D preference shares.
The Board proposes that a dividend on Class C and/or Class D preference shares,
which may be issued prior to the 2016 Annual General Meeting, shall be paid
quarterly in an amount of SEK 25 per Class C and/or Class D preference shares,
although a maximum of SEK 100.
Shareholder proposal
Shareholder Thorwald Arvidsson has submitted a proposal to the Annual General
Meeting. Read more in the full Notice of the Annual General Meeting.
For further information, please contact:
Arne Karlsson, Chairman of the Board, Ratos, +46 8 700 17 00
Jan Andersson, Chairman of the Nomination Committee, +46 761 39 55 00
Appendix:
Notice of the Annual General Meeting of Ratos AB (publ) 2015
Financial calendar from Ratos:
Annual General Meeting 2015 16 April 2015
Interim report January-March 2015 7 May 2015
Interim report January-June 2015 14 August 2015
Interim report January-September 2015 6 November 2015
Ratos is a private equity conglomerate. The company's mission is to maximise
shareholder value over time through the professional, active and responsible
exercise of its ownership role in primarily unlisted medium sized Nordic
companies. Ratos's holdings include AH Industries, Aibel, Arcus-Gruppen, Biolin
Scientific, Bisnode, DIAB, Euromaint, GS-Hydro, Hafa Bathroom Group, HENT, HL
Display, Inwido, Jøtul, KVD, Ledil, Mobile Climate Control, Nebula and Nordic
Cinema Group. Ratos is listed on Nasdaq Stockholm and market capitalisation
amounts to approximately SEK 20 billion.
