Notice of AGM 5 April 2011
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 Tuesday, 5 April 2011 at 17.00 CET in Berwaldhallen, Stockholm. The complete notice of the meeting is available at www.ratos.se where attendance also can be notified. Complete AGM documentation will be available at Ratos's head office and on www.ratos.se from 7 March. Notice of attendance must be done no later than 30 March.
Board of Directors
The Nomination Committee proposes re-election of Board members Olof Stenhammar, Lars Berg, Staffan Bohman, Arne Karlsson (CEO), Annette Sadolin, Jan Söderberg, Per-Olof Söderberg and Margareth Øvrum. Olof Stenhammar is proposed as Chairman of the Board. A more detailed presentation of proposed Board members and the work of the Nomination Committee is provided on the company's website www.ratos.se.
The Board proposes an ordinary dividend of SEK 10.50 per class A and B share (9.50). The record date for the right to receive dividends is proposed as 8 April and dividends are expected to be paid on 13 April.
Proposed division of shares (share split) 2:1
The Board of Directors proposes that the Annual General Meeting decides on a division of shares (share split) so that each existing share is divided into two shares of the same class. The record date at Euroclear Sweden is proposed as 6 May 2011. After the split the total number of shares in Ratos will increase from 162,070,448 to 324,140,896. Provided the Annual General Meeting approves this proposal, it is proposed that the number of shares in the Articles of Association article 5 be changed to no less than 300,000,000 and no more than 1,200,000,000.
Purchase of treasury shares
The Board of Directors proposes that the Annual General Meeting gives the Board a mandate to decide, during the period until the next Annual General Meeting, on repurchase of a maximum number of shares so that the company's holding of treasury shares does not exceed 4% of all the shares in the company. The purpose of the buy-backs is to give the Board more room for manoeuvre in its work to create value for the company's shareholders.
The Board proposes a decision to issue a maximum of 650,000 call options (prior to possible decision on share split) on repurchased Ratos shares to be transferred at a market premium to key people within Ratos. The intention is that option purchases should be partly subsidised. It is further proposed that the Meeting decides on a transfer of a maximum of 650,000 shares options (prior to possible decision on share split) in the company when the above-mentioned options are exercised.
In addition, the Board proposes, as in the previous year, that the Meeting decides on a cash-based option programme related to Ratos's investments in holdings. It is proposed that the programme be carried out by issuing synthetic options which key people within Ratos will be entitled to acquire.
The Board further proposes that the Meeting decides on a transfer of a maximum of 8,000 class B shares (prior to possible decision on a share split) to administrative employees.
Proposal on authorisation for new issues to be used at acquisitions
The Board proposes that the 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 a new issue of class B shares in the company. This authorisation shall comprise a total maximum of 17.5 million class B shares (prior to possible decision on a share split), which corresponds to 9.7% of the shares and 3.1% of the votes (after full utilisation of the mandate).
For further information, please contact: Olof Stenhammar, Chairman, +46 8 700 17 45 Anders Oscarsson, Chairman of the Nomination Committee, +46 734 22 16 15
Financial calendar from Ratos:
Annual General Meeting 2011 5 April 2011
Interim Report January - March 2011 5 May 2011
Interim Report January - June 2011 19 August 2011
Interim Report January - September 2011 9 November 2011
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 medium to large unlisted Nordic companies. Ratos's holdings include AH Industries, Anticimex, Arcus-Gruppen, Biolin Scientific, Bisnode, Contex, DIAB, EuroMaint, GS-Hydro, Hafa Bathroom Group, HL Display, Inwido, Jøtul, KVD Kvarndammen, Lindab, Medisize, Mobile Climate Control, SB Seating, Stofa and Other holdings. Ratos is listed on NASDAQ OMX Stockholm and market capitalisation amounts to approximately SEK 37billion.