Addtech shares

LONG-TERM SHAREHOLDER VALUES

Addtech generates long-term shareholder values via approximately 140 independent and operating subsidiaries. Active ownership continuously streamlines the operation leading towards gradual improvement of the subsidiaries’ growth and profit. Besides operating activities, company acquisitions are central to profit growth and development – partly through the addition of agency companies, employees and customers, and partly through the multiple arbitrage that arises when acquired companies are added to the operation.

Market performance of the shares and turnover

The Addtech shares are listed on Nasdaq OMX Stockholm. Since their listing in September 2001 until 31 April 2014, the total return on the shares until 31 March 2015 has averaged 19 percent per year.

The highest price paid during the year was SEK 132.00 and was quoted on 4 July 2014. The lowest was SEK 77.00 on 13 October 2014. The final price paid before the end of the financial year was SEK 115.75. The value of the Addtech shares increased by 14 percent (41) during the financial year. The OMX Stockholm index on the Nasdaq OMX Stockholm Exchange increased by 23 percent (17) in the corresponding period.

During the period 1 April 2014 - 31 March 2015, 15.7 million (5.4) shares were traded with an aggregate value of approximately SEK 1.7 billion (5.4 million). Relative to the average number of Class B shares outstanding, this is equivalent to a turnover rate of 24 percent (13). Broken down by trading day, an average of 63,200 (22,000) Addtech shares were traded at an average value of about SEK 6.8 million (3.5).

Share capital

The share capital in Addtech amounts to SEK 51,148,872. The number of shares in the company increased to 68,198,496, of which 3,241,704 are Class A shares and 64,956,792 are Class B shares. The quotient value is SEK 0.75. Each Class A share entitles its holder to 10 votes, each Class B share one vote. All shares give the same right to dividends. Only the Class B shares are listed on Nasdaq OMX Stockholm.

Repurchase of treasury shares

The Annual General Meeting in August 2014 authorised the Board of Directors to repurchase a maximum of ten percent of all shares in the Company during the period until the Annual General Meeting in 2015. 350,000 treasury shares were repurchased during the financial year.

At 31 March 2015, Addtech's holding of Class B treasury shares was 1,742,300 (2,063,400), with an average purchase price of SEK 54.65. These shares correspond to 2.6 percent of the number of shares issued and 1.8 percent of the votes. All of the repurchased shares secure the Company's undertakings to holders of call options, issued by the Company, on repurchased Class B shares. The average number of treasury shares held during the year was 1,910,322 (2,195,148).

Incentive programmes

At 31 March Addtech had four ongoing incentive programmes:

Addtech has four outstanding call option programmes totalling 1,742,300 Class B shares. All programmes have been directed to 25 members of management within the group. The programme from 2014 comprises 350,000 shares with an exercise price of SEK 116.70 and an expiration period from 17 September 2017 until 1 June 2018 inclusive. The programme from 2013 comprises 540,000 shares with an exercise price of SEK 106.13 and an expiration period from 19 September 2016 until 2 June 2017 inclusive. The programme from 2012 comprises 600,000 shares with an exercise price of SEK 71.50 and an expiration period from 14 September 2015 until 3 June 2016 inclusive. The programme from 2011 comprises 600,000 shares with an exercise price of SEK 59.80 and an expiration period from 15 September 2014 until 29 May 2015 inclusive. During the period 15 September 2014 until 31 March 2015 inclusive, 115,900 options were exercised, corresponding to 347,700 shares. The remaining 84,100 options, corresponding to 252,300 shares, have been redeemed since the end of the financial year.

The Board has decided to propose that the Annual General Meeting in August 2015 approve an incentive programme according to the same, or an essentially similar, model as decided at the 2009-2014 AGMs.

Dividend policy

The ambition of the Board of Directors is a pay-out ratio exceeding 50 percent of consolidated average profit after tax over a business cycle. Since the share was listed, the pay-out ratio, including the dividend proposed for the year, has averaged around 60 percent.

Proposals to the Annual General Meeting

• Dividend. The Board of Directors proposes a dividend of SEK 3.25 per share (3.00), equivalent to a pay-out ratio of 55 percent (55). The total dividend amounts to SEK 216 million (200).
• Incentive programmes. The Board of Directors has decided to propose that the Annual General Meeting should pass a resolution to adopt a long-term incentive programme. The programme, which it is proposed will include 25 members of management within the Addtech Group, involves the participants being given the opportunity to acquire, at market price, call options relating to Class B shares in Addtech AB ('the Company') repurchased by the Company, with the participants receiving a certain subsidy on premiums paid for the options after two years. The proposal also involves the Annual General Meeting approving that the Company - in deviation from the shareholders' preferential rights - transfer up to 400,000 of the Company's repurchased Class B shares to the option holders at the agreed redemption price in connection with any exercise of the call options. If the options are fully exercised, the number of B shares outstanding will increase by 400,000, equivalent to 0.6 percent of the number of shares outstanding and 0.4 percent of the votes.
• Extension of repurchase mandate. The Board of Directors has decided to propose to the AGM that the mandate to repurchase treasury shares be renewed. The proposed mandate would entitle the Board of Directors, during the period until the next AGM, to purchase shares such that the Company's holding at no time exceeds 10 percent of the total number of shares in the Company. Repurchases shall be made in the stock market. The proposed mandate would also allow use of repurchased shares as payment for acquisitions or disposal of the repurchased shares outside the stock market to finance acquisitions.

Additional information

Addtech's website www.addtech.com is updated continuously with information about shareholder changes and share price performance. The site also has information about which analysts follow Addtech.