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Share 2016-09-29 17:29 RATOS B 40.64 SEK

Notice of Annual General Meeting 16 April 2015

2015-03-05

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