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Share 2016-09-29 13:40 RATOS B 40.60 SEK

Notice of AGM 2 April 2009

2009-02-24

Ratos's Annual General Meeting will be held on Thursday, 2 April 2009 at 17.30 CET in City Conference Centre, Stockholm. The complete notice of the meeting is available at www.ratos.se where attendance can also be notified. Complete AGM documentation will be available at Ratos's head office and on the company's website www.ratos.se from 10 March.
 
Board of Directors
The Nomination Committee proposes that the Board be expanded by one member. Re-election is proposed of Board members Olof Stenhammar, Lars Berg, Staffan Bohman, Arne Karlsson (CEO), Annette Sadolin, Jan Söderberg and Per-Olof Söderberg. Margareth Øvrum, Executive Vice President at StatoilHydro in Bergen, Norway, is proposed as a new member of the Board. 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.
 
Proposed dividend
The Board proposes an ordinary dividend of SEK 9 per class A and B share (9). The record date for the right to receive dividends is proposed as 7 April and dividends are expected to be paid on 14 April.
 
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 7% 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.
 
Incentive programme
The Board proposes a decision to issue a maximum of 650,000 call options 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 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 to carry out the programme by issuing synthetic options which key people within Ratos will be entitled to acquire.
 
Proposal on authorisation for set-off or non-cash issues to be used at acquisitions
The Board proposes that the Meeting authorises the Board in conjunction with company acquisitions, through set-off or non-cash, to decide on new issues of Ratos shares. This authorisation shall comprise a maximum of 30 million B shares.
 
For further information, please contact:
Olof Stenhammar, Chairman of the Board, +46 8 700 17 45
Annika Andersson, Chairman of the Nomination Committee, +46 8 787 75 69