The Board of Directors’ statement in accordance with Chapter 18, Section 4, and Chapter 19, Section 22 of the Companies Act (2005:551)
The Board of Directors hereby presents the following statement in accordance with Chapter 18, Section 4 and Chapter 19, Section 22 of the Companies Act.
The Board of Directors’ reasons for the proposed dividend and the authorisation to repurchase the Company’s own Class B shares being in accordance with the provisions of Chapter 17, Section 3, para. 2 and 3 of the Companies Act are as follows:
The Company’s objects, scope, and risks
The Company’s objects and scope of business are set out in the Articles of Association and the submitted annual reports. The business run by the Company does not entail any risks in excess of those that exist or may be deemed to exist in the industry or those risks which are generally associated with operating a business. In order to find information on significant events, a reference is made to the report of the directors. In addition to this, no events affecting the Company’s ability to pay dividend have occurred. The Company’s dependence upon the economic situation does not deviate from other companies’ dependence upon the economic situation in the industry.
The financial position of the Company and the Group
The financial position of the Company and the Group as at 31 December 2007 is stated in the annual report of 2007. The annual report also states which accounting principles are applied in the valuation of assets, allocations and liabilities.
The proposal on dividend states that the Board of Directors proposes a dividend of SEK 6.50 per share. The proposed dividend constitutes 8.8 percent of the parent company’s equity and 8.2 percent of the Group’s equity. The non-restricted equity in the parent company and the Group´s retained profits amounted to SEK 1,040,322,822 and SEK 679,110,000 respectively at the end of the 2007 financial year. The Board of Directors proposes that the record day provision for the dividend is Monday 28 April 2008.
The annual report states that the equity-debt ratio of the Group is 47.9 percent. Excluding intangible assets, the equity-debt ratio of the Group is 78.2 percent. The equity-debt ratio of the Group does not deviate from those in the industry. The proposed dividend and authorisation to purchase of the Company’s own Class B shares does not endanger the completion of any necessary investments.
The proposed dividend and the authorisation to repurchase the Company’s own Class B shares do not affect the Company’s ability to meet existing and expected payments. The Company’s financial position does not give rise to any other conclusion than that the Company can continue its business and that the Company can be expected to fulfil its obligations on both a short and long-term basis.
The Board of Directors is of the opinion that the equity capital covers the scope of the Company’s business and risks connected with the business taking into consideration the proposed dividend and the authorisation to repurchase the Company’s own Class B shares.
Justification for dividend and repurchase
With reference to the above and to what has otherwise come to the knowledge of the Board of Directors, the Board of Directors is of the opinion that after a comprehensive review of the financial position of the Company and of the Group it follows that the proposed dividend and authorisation to repurchase the Company’ own Class B shares is justified considering the requirements that the objects of the business, its scope and risks place on the size of the Company’s and Group’s equity and the Company’s and the Group’s consolidating requirements, liquidity and financing needs in general.
Stockholm, 9 April 2008
AB ÅNGPANNEFÖRENINGEN (publ)
The Board of Directors