Shareholders of
RIGHT TO PARTICIPATE AND NOTICE
There are two ways for shareholders to participate in the Meeting: (i) attending the Meeting in person or by proxy, or (ii) participating by postal voting. In either case, if the shares are registered in the name of a nominee, they must be temporarily re-registered in the name of the shareholder (as further described below).
Participation in person or by proxy
Shareholders who wish to attend the Meeting in person or by proxy must:
- be recorded as shareholder in the share register maintained by
Euroclear Sweden AB onMonday, March 18, 2024 , and
-
give notice of their intention to participate in the Meeting, not later than
Wednesday, March 20, 2024 , according to the instructions below.
Notice of participation in the Meeting shall be made on the Company's website www.ratos.com, by telephone +46 8 518 01 550 weekdays
If participation in the Meeting is by proxy, a written and dated proxy signed by the shareholder must be submitted to the address stated above in advance of the Meeting. Proxy forms are available on the Company's website www.ratos.com. A proxy issued by a legal entity must be accompanied by a registration certificate or other authorization document. In order to facilitate registration at the Meeting, the proxy as well as the registration certificate or other authorization document should be received by the Company at the above address not later than
See below for further information on processing of personal data.
Postal voting
The Board of Directors has decided that shareholders should be able to exercise their voting rights by postal voting. Shareholders who wish to participate in the Meeting by postal voting must:
a. be recorded as shareholder in the share register maintained by
b. give notice of their intention to participate in the Meeting by submitting their postal votes, not later than
A special form must be used for the postal vote. The form for postal voting is available on the Company's website www.ratos.com. The completed and signed form for postal voting shall be sent by e-mail to info@computershare.se or by post to
The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
If a shareholder submits its postal vote through a representative, a written and dated proxy signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the Company's website www.ratos.com. A proxy issued by a legal entity must be accompanied by a registration certificate or other authorization document.
Shareholders who wish to attend the Meeting in person or by proxy must give notice to the Company in accordance with the instructions under "Participation in person or by proxy" above. This means that a notice of participation by postal voting only is not enough for a shareholder who wants to attend the Meeting in person or by proxy.
Shares registered in the name of a nominee
Shareholders whose shares are registered in the name of a nominee must, to be entitled to participate in the Meeting (including via postal voting), temporarily have re-registered the shares in their own name so that the shareholder is registered in the share register as of
Agenda
1. Opening of the AGM and election of Chairman of the AGM.
2. Preparation and approval of the voting list.
3. Election of two persons to verify the minutes together with the Chairman.
4. Examination of whether the AGM has been duly convened.
5. Approval of the Agenda.
6. The CEO's address.
7. Presentation of the annual report and the audit report as well as a statement by the auditors concerning guidelines for remuneration to senior executives.
8. Any questions regarding activities in the 2023 financial year.
9. Resolution on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
10. Resolution regarding the remuneration report, Appendix A.
11. Resolution on discharge from liability for the members of the Board of Directors and the CEO.
12. Resolution on distribution of the Company's profit, according to the adopted balance sheet, and on the record date for dividends.
13. Determination of the number of directors and deputy directors.
14. Determination of fees to be paid to the Board of Directors and auditor.
15. Election of the Board of Directors and auditor.
16. The nomination committee's proposal for a decision on certain minor adjustments to the principles for appointing a nomination committee, Appendix B.
17. The Board's proposal for decision on long-term incentive program 2024/2028.
18. The Board's proposal that the Board be authorised to decide on purchase and transfer of treasury shares.
19. The Board's proposal that the Board be authorised to decide on new issue of Class B shares in conjunction with company acquisitions.
20. Conclusion of the Meeting.
NOMINATION COMMITTEE'S PROPOSALS
Proposals by the Nomination Committee regarding Board of Directors, etc. (items 1, 13-15)
The Nomination Committee unanimously proposes the 2024 Annual General Meeting with regard to items 1 and 13-15 in the Agenda, it will put forward the following proposals:
Item 1: The Chairman of the Board, Per-Olof Söderberg, is appointed Chairman of the AGM.
Item 13: Seven directors, without deputy directors.
Item 14: Remuneration to each of the Board members, except for CEO
The auditor shall be paid in accordance with approved account.
Item 15: For the period until the next Annual General Meeting has been held, re-election is proposed of Board members Per-Olof Söderberg, who is also proposed to be re-elected as Chairman of the Board, Tone Lunde Bakker,
For the period until the next Annual General Meeting has been held, re-election is proposed of the audit firm
The nomination committee's proposal for a decision on certain minor adjustments to the principles for appointing a nomination committee (item 16)
The Nomination Committee unanimously proposes the 2024 Annual General Meeting to decide on certain minor adjustments to the principles for appointing a nomination committee, in accordance with the submitted proposal, Appendix B.
BOARD'S PROPOSALS
The Board's proposal regarding dividend and record date (item 12)
The Board proposes a dividend for 2023 of
The total dividend to holders of shares of Class A and Class B as above, amounts to
Funds remaining after dividends on shares of Class A and Class B,
The Board's proposal for decision on long-term incentive program 2024/2028 (item 17)
The Board proposes that the Annual General Meeting resolves upon the implementation of a long-term incentive program 2024/2028 ("LTI2024") for the CEO and other key employees in Ratos in accordance with the below.
(a) The Board's proposal for resolution on LTI2024 (the inclusion of the CEO in the LTI2024 is conditional upon the approval of the Annual General Meeting under item (b) below)
The Board proposes that the Annual General Meeting resolves upon the implementation of LTI2024 consisting of convertible debentures and warrants (below jointly referred to as the "Instruments"). An incentive system for the company's business organization is of great strategic importance for Ratos. Accordingly, the Board considers that the existence of an efficient share-based incentive program for the company's key employees is essential for the company's development and the Board has the ambition to offer all key employees an opportunity to participate in the program every year. The purpose of this proposal is to create opportunities for retaining and recruiting competent employees and increase their motivation. LTI2024 will further increase the interest in the company's business and profitability and will contribute to a common interest of participants and shareholders. Consequently, the Board considers that the introduction of LTI2024 on the terms described below will be to the benefit of the group and the company's shareholders.
Issue of convertible debentures and warrants
The Board proposes that the Annual General Meeting resolves:
a. that the company shall take up a debenture loan at a nominal amount not exceeding
b. to carry out an issue of not more than 650,000 warrants without preemptive rights for the shareholders. The increase of the company's share capital could not amount to more than
Yet, a maximum of 1,750,000 Instruments can be issued. The increase of the company's share capital can accordingly, if all the Instruments are subscribed for and converted/exercised, amount to not more than
The right to subscribe for the Instruments, with deviation from the shareholders' preemptive rights, shall belong to the CEO with not more than 300,000 Instruments (excluding the right to additional subscription as stated below), members of Ratos's management team with not more than 250,000 Instruments per person (excluding the right to additional subscription as stated below) and other key employees currently active in Ratos or that may be recruited, with a right to subscribe for not more than 75,000 Instruments per person (excluding right to additional subscription as stated below). Members of the Board whom are not employed by Ratos are not included in this offering. In total, a maximum of 16 individuals are included in this offering.
As a requirement for the allotment of warrants, the employee must have signed an agreement with the company regarding repurchase right etc. in which inter alia the company or another buyer appointed by the company has a right to redeem the warrants if the participant's employment is terminated. Furthermore, allotment of the Instruments requires that subscription is legally possible and that it, according to the Board's opinion, can be made with reasonable administrative and financial efforts.
The CEO and members of Ratos's management team are free to decide to which extent the offered Instruments shall consist of convertible debentures. For warrants apply, that they may constitute a maximum of 50 per cent of the offered Instruments. Other key employees only have the right to subscribe for convertible debentures but not warrants. Subscription of the convertible debentures must be made in even numbers of hundreds. Subscription of the warrants must be made in even numbers of integer.
In the event that a participant does not subscribe for the full amount of Instruments offered, other participants have a right to subscribe for such Instruments to an amount corresponding to not more than 50 per cent of their initial allocation, where the proportion of warrants can (for participants who have been offered to subscribe for warrants), however, only consist of a maximum of 25 per cent of the participant's initial allotment. In the event that the issue is oversubscribed, the Instruments will be allotted pro rata in relation to the participant's initial allocation. Oversubscription of the convertible debentures must be made in even numbers of hundreds. Oversubscription of the warrants must however be made in even numbers of integer.
The reasons for the deviation from the shareholders' preemptive right are to introduce an incentive program through which the employees are offered to take part of, and contribute to, an increased value of the company's share during the period of the proposed program and to enable the company to retain and recruit competent employees.
Subscription of the Instruments shall be made during the period from and including
The subscription price for each convertible debenture shall correspond to its nominal amount. Subscribed convertible debentures shall be paid in cash no later than on
Each convertible debenture entitles at the time of conversion to one new share of Class B in the company and each warrant entitles to subscription of one new share of Class B in the company. The convertible debentures can be converted into new share of Class B during the period from and including
The Conversion Price per share at the time of conversion of the convertible debenture shall correspond to a certain percentage (the "Percentage") of the volume weighted average share price according to Nasdaq Stockholm's official price list for the shares of Class B during the period from
Based on a price for Ratos's share of Class B amounting to
Any share premium when converting to a new share of Class B in the Company or when subscribing for a new share of Class B in the Company shall be allocated to the Company's free share premium fund (Sw: fria överkursfonden).
The convertible debentures are due for payment on
The subscription price and the Conversion Price for the convertible debentures is a market price determined as stated above. The methodology for the calculation of the subscription price and the Conversion Price for the convertibles is based on a valuation requested by the Board from one of the larger audit firms ("Valuation Firm"). For the valuation, the Valuation Firm shall apply methods considered by market professionals as established for comparable securities. The subscription price and Conversion Price for the convertible debentures is to be determined before the start of the subscription period. The calculation of the value of the warrants at allocation shall be based on a market price based on a valuation requested by the Board from the Valuation Firm. For the valuation, the Valuation Firm shall apply methods considered by market professionals as established for comparable securities. The value of the warrants at allocation is to be determined before the start of the subscription period.
The new shares, which may be issued through conversion or upon subscription for new shares are not subject to any restrictions.
Complete terms and conditions of the Instruments are set forth in Appendix 2A and 2B, which are available at the Company's website. The terms and conditions of the Instruments include customary terms for the recalculation of the subscription price and the Conversion Price in the presence of certain corporate events (such as dividends, bonus issues and preemptive right issues).
Warrants held by the company or a wholly-owned subsidiary due to a repurchase from a participant may be cancelled by the company following a resolution by the Board with consent of the Board of Directors of the subsidiary. Cancellation shall be filed for registration to the Swedish Companies Registration Office.
The Board or a person appointed by the Board is authorized to make such minor adjustments required in connection with the registration of the resolution with the
More information on LTI2024
Dilution
During LTI2024, not more than 1,750,000 Instruments can be issued and allotted. At full subscription/conversion, not more than 1,750,000 new shares can be issued, which corresponds to a dilution of approximately 0.54 per cent of the number and approximately 0.16 per cent of the votes, calculated based on the number of outstanding shares (i.e., the total amount of issued shares reduced by the numbers of shares held by the company) (notwithstanding a possible recalculation in accordance with Appendix 2A and 2B). At full conversion and exercise of the proposed Instruments, together with already outstanding options and convertible debentures, the amount of shares amounts to 2.35 per cent of the number and approximately 0.70 per cent of the votes, calculated based on the amount of outstanding shares.
Preparation of the proposal
The proposal of LTI2024 has been prepared by the Compensation Committee in consultation with external experts and the Board. The Board has subsequently decided to present this proposal to the annual general meeting. The CEO, also Board member, has not participated in the preparations of the proposal.
Other share-based incentive programs
The ongoing share-based incentive programs of Ratos are described in the company's annual report 2023, note 7.
Effects on key ratio and costs etc.
LTI2024 will entail certain limited costs consisting of remuneration to external consultants and administration costs regarding the Instruments and the program in general.
Based on a share price of Ratos's share of Class B of
LTI2024, calculated on the basis of the above estimated warrant value, entails a cost for the company amounting to a maximum of approximately
The Company's costs related to the warrants can however never exceed
Financing
A Swedish commercial bank will offer financing for the employees who intend to participate in the convertible debenture program. Such financing will be on market terms.
Instruction to the Board
The Board proposes the Annual General Meeting to authorize the Board of the company to execute the resolution in accordance with above.
(b) Approval of inclusion of the CEO in the LTI2024
As the CEO of the company, Jonas Wiström, also is a member of the Board of the company, the Board proposes that the Annual General Meeting resolves, as a separate resolution, to approve the inclusion of the CEO of the company in the program.
Majority requirement
A decision under the item (a) and item (b) above are only valid if they are supported by shareholders holding not less than nine-tenths of both votes cast and shares represented at the Meeting.
The Board's proposal that the Board be authorised to decide on purchase and transfer of treasury shares (item 18)
Authorization to decide on acquisition of treasury shares
The Board proposes that the Annual General Meeting authorises the Board during the period before the next Annual General Meeting to decide on acquisition of treasury shares in accordance with the following conditions:
- Acquisition may be made of Class A shares and Class B shares.
- Acquisition must take place on Nasdaq Stockholm at a price within the price band registered at any time on Nasdaq Stockholm.
- Acquisition may take place on one or more occasions prior to the next Annual General Meeting.
- A maximum number of shares may be acquired so that the Company's holding at any time does not exceed ten (10) per cent of all the shares in the Company.
- Acquisition may be made within the frame of a repurchase program in accordance with Regulation (EU) No 596/2014 of the
Authorization to decide on transfer of treasury shares
The Board proposes that the Annual General Meeting authorises the Board during the period before the next Annual General Meeting to decide on transfer of treasury shares in accordance with the following conditions:
- Transfer may take place of all treasury shares held by the Company.
- Transfer may take place on one or more occasions prior to the next Annual General Meeting.
- Transfer may place on Nasdaq Stockholm at a price within the price band registered at any time on Nasdaq Stockholm.
- Transfer of shares may also take place outside Nasdaq Stockholm, with or without deviation from the pre-emptive rights of shareholders and with or without provisions on non-cash or set-off.
- Payment for transferred shares shall be made in cash, or through non-cash or set-off of claims against the Company, or otherwise be subject to terms and condition.
The reason for deviation from the shareholders' preferential rights when transferring shares and the basis for the sale price is that the best possible conditions for the Company can be achieved.
The purpose of acquisition and transfer of treasury shares is to give the Board more flexibility in its work to create value for the Company's shareholders and to enable the transfer of own shares as payment or to finance acquisitions. It is noted that the purpose of the authorization does not allow the Company to trade in own shares for short-term profit.
A decision under this item is only valid if it is supported by shareholders representing at least two-thirds of both votes cast and shares represented at the Meeting.
The Board's proposal that the Board be authorised to decide on new issue of Class B shares in conjunction with company acquisitions (item 19)
The Board proposes that the Annual General 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 or through set-off or non-cash, to make a decision on new issue of Class B shares in the Company. This authorization shall comprise a maximum of 35 million Class B shares. The new issue amount received may, for each individual agreement on company acquisition, amount to a maximum of Ratos's capital contribution for the acquisition.
The reason for deviation from pre-emptive rights is that the Company shall be able to issue shares as payment in conjunction with company acquisitions, alternatively procure capital for such acquisitions. The issue price will be determined in accordance with current market conditions.
The Board, the CEO or the person appointed by one of them shall be entitled to make any minor adjustments to the above decision which might be required in conjunction with registration with the Swedish Companies Registration Office.
A decision under this item is only valid if it is supported by shareholders representing at least two-thirds of both votes cast and shares represented at the Meeting.
OTHER INFORMATION
Shares and votes
On the date this notice was issued there are a total of 326,516,488 shares in the Company, of which 84,637,060 are Class A shares with one vote each and 241,879,428 are Class B shares with one-tenth of a vote each, corresponding to a total of 108,825,002.8 votes.
Information at the Annual General Meeting
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, and circumstances that can affect the assessment of the Company's or its subsidiaries' financial situation, or the Company's relation to other group companies.
Documentation
Annual and sustainability report, audit report, remuneration report and other documents for the Annual General Meeting will be available at the Company at Sturegatan 10, in
Processing of personal data
For information on how your personal data is processed, see
ww.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Board of Directors
For more information, please contact:
Per-Olof Söderberg, Chairman of the Board, Ratos, +46 8 700 17 00
Jenny Parnesten, Chairman of the Nomination Committee, +46 70 742 51 77
The information was submitted for publication at
About Ratos
Ratos is a Swedish business group focusing on technology and infrastructure solutions, consisting of 17 companies divided into three business areas: Construction & Services, Industry and consumer. The companies have approximately
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