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Convertible Debenture Programme 2013

Convertible Debenture Programme 2013

The Board of Directors proposes that the Annual General Meeting approves the establishment of a convertible programme for ÅF employees in Sweden, based in essence on the following conditions:

The programme means that ÅF AB raises a convertible subordinated debenture for a nominal value of maximum SEK 200,000,000 by issuing convertibles. However, in the event that the conversion rate at the time of issue should be set at an amount that could lead to dilution of more than 2 percent of share capital after full conversion, the maximum principal loan amount is to be reduced to ensure a maximum dilution of no more than 2 percent. The subscription price for each convertible shall correspond to its nominal amount.

Between 15 June 2016 and 15 March 2017 inclusive each convertible may be converted by the owner into a class B share at a conversion rate calculated at 120 percent of the average latest price paid for the company’s class B share on the NASDAQ OMX Stockholm exchange during the period 3-10 May 2013 inclusive.

If all convertibles are assigned and the conversion rate is assumed to be SEK 222, which corresponds to 120 percent of SEK 185, on full conversion the share capital will increase by SEK 4,029,195 based on a quota value of SEK 5 per share. This corresponds to a dilution effect of approximately 2 percent on share capital and 1.5 percent of voting rights after full conversion.

To enable the company to reduce share capital by an amount that corresponds to the number of shares equivalent to that to which the convertibles that employees have subscribed to can be converted, the Board of Directors proposes both that it be authorised to acquire the company’s own shares and to make a decision about a reduction in share capital.

The Board of Directors proposes that the Annual General Meeting grant the Board a mandate to make decisions on one or more occasions before the next Annual General Meeting about purchases of the company’s class B shares corresponding to a maximum of 2 percent of the total of shares in the company. Buy-backs may be made only on the NASDAQ OMX Stockholm exchange and only at a price within the current registered price range on the purchase date. The Board also proposes that the Annual General Meeting resolve that the company’s share capital be reduced by the number of shares that may be acquired under the terms of the mandate given to the Board as described above for transfer to non-restricted reserves (non-restricted equity).