Board of directors full proposal regarding
BOARD OF DIRECTORS' FULL PROPOSAL REGARDING WARRANTS IN RATOS As already announced in the Preliminary Accounts Report and Notice to the Annual General Meeting, the Ratos Board of Directors has decided to propose that the Annual General Meeting resolve to issue promissory notes linked with warrants to subscribe for shares and approve transfer of warrants to key staff in Ratos. The promissory notes will be subscribed by Ratos Fastighets AB which will detach the warrants and transfer them at market price to seven key staff in Ratos. The Board has now established its full proposal, including definite terms and conditions for the option program. The full proposal is available at the Company. SEK 5 will be paid for each warrant. The subscription price has been set at SEK 75 and the final day for exercising the warrants is 15 February 2004. The average market price of the share during the period, 12-16 March was SEK 60.50. Valuations of the warrants have been carried out by Handelsbanken Markets and D. Carnegie AB. The Board is of the opinion that the valuations have been made on business terms. Binding applications have been received from seven key staff for between 40,000 and 150,000 warrants per person, 410,000 warrants in total. In addition, Ratos Fastighets AB has the right to transfer the remaining warrants to key staff who will be employed in the Ratos Group in the future at market price. It will be possible to issue and transfer up to 530,000 warrants in total. Förvaltnings AB Ratos (publ) Board of Directors For further information, please contact: Olof Stenhammar, Chairman, tel +46 8-405 66 42 Ratos is an owner company whose business concept is to create the highest possible yield for its shareholders over a period of time through professional, active and responsible exercising of the owner role in a number of selected companies and investment situations in which Ratos creates a unique investment opportunity for the players on the stockmarket. Added values are to be created in connection with acquisition, development and sale of companies. On 12 February 1999, the net asset value amounted to SEK 7 billion and consists of Active holdings and an Asset management. Active holdings are Scandic Hotels, Dahl, Esselte, PriFast ACE, Capona, Telelogic, Telia Overseas and TV8. The Active holdings account for approximately 46 per cent of Ratos' net asset value. The remaining 54 per cent consists of Asset management. Asset management will gradually be reduced and Active holdings will correspondingly increase over the next few years through investments in mainly unlisted companies. ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/1999/03/18/19990318BIT00120/bit0001.doc http://www.bit.se/bitonline/1999/03/18/19990318BIT00120/bit0002.pdf