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View Annual Report Annual Report 2009 1 Directors’ report Analysis Contents Group review Ratos in 3 minutes 2 Ratos’s 20 holdings 4 2009 highlights 7 CEO’s comments 8 Vision, mission, targets and strategy 13 Ratos and the private equity market 14 Ratos and the credit market 16 Investments and exercise of ownership 17 IRR +30% 18 IFRS – “comply or explain”? 20 Ratos shares 22 Ratos organisation 26 Corporate Responsibility 30 Corporate governance 35 Board of Directors and Auditor 46 Directors’ report Formal section Directors’ report 50 Consolidated income statement 52 Consolidated statement of comprehensive income 52 Consolidated statement of financial position 53 Consolidated statement of changes in equity 54 Consolidated statement of cash flows 55 Parent company income statement 56 Parent company statement of comprehensive income 56 Parent company balance sheet 57 Parent company cash flow statement 59 Index to the notes 60 Notes to the financial statements 61 Audit report 104 Analysis Guide to Ratos’s financial reporting 106 AH Industries 112 Anticimex 114 Arcus Gruppen 116 Bisnode 118 Camfil 120 Contex Group 122 DIAB 124 EuroMaint 126 GS-Hydro 128 Hafa Bathroom Group 130 Haglöfs 132 HL Display 134 Inwido 136 Jøtul 138 Lindab 140 Medisize 142 Mobile Climate Control 144 SB Seating 146 Superfos 148 Other holdings 150 Group summary 152 Definitions 153 Addresses 154 Shareholder information 156 Ratos AB (publ) Reg. no. 556008-3585 This annual report has been prepared in Swedish and translated into English. In the event of any discrepancies between the Swedish and the translation, the former shall have precedence. 1 Ratos in 3 minutes Long tradition as an industry-oriented financial player Ratos has an over 140-year tradition of active ownership. The business had an industrial focus from the outset through its origins in the steel wholesaler Söderberg & Haak which was found- ed in 1866. In the subsequent century operations were developed and operating subsidiaries were added, primarily within trading and engineering, as well as a portfolio of listed shares. The mixed investment company Ratos was listed in 1954. Ratos head office, Drottninggatan 2, Stockholm Since 1999, Ratos has been operating within pri- vate equity, where added value is created through active ownership primarily in unlisted companies. Listed private equity company Tailor-made organisation Ratos aims to provide the highest possible return Ratos’s investment organisation today consists through the professional, active and responsible of 23 employees with the industrial and financial exercise of its ownership role in a number of expertise required to exercise active ownership selected companies and investment situations. in the holdings. In addition, active ownership is Added value is created in conjunction with supported by the rest of the business organisa- acquisition, development and divestment of tion with long-standing and sound expertise in companies. finance, accounts and information. Ratos has a total of 43 employees. The organisation is pre- sented on pages 26-29. Professional Active Responsible 40 Earnings and dividend 2009 – satisfactory result in the SEK circumstances 40 30 2009 profit before tax amounted to SEK 1,375m. 30 Overall development in the holdings was good. 20 20 10 10 0 0 2005 2006 2007 2008 2009 1) Dividend/share Extra dividend/share Earnings after tax/share 40 1) Proposed Share30 performance Total return SEK Ratos is listed on NASDAQ OMX Stockholm, 300 Large20 Cap. 250 Share performance 2009: 200 n Total10 return 47% 150 SIX0 RX Index 53% 100 n Share price 37% OMXSPI Index 47% 50 n 2005 2006 2007 2008 2009 Dividend yield 5.1% Ratos B SIX Return Index 2 Sector-neutral investments in the Nordic region Ratos invests in all sectors throughout the Nordic region. How- The target for ever, never in companies operating in the arms industry, porno- each investment is graphy or which have an obvious negative environmental impact. The biggest sector in terms of consolidated value is industry an average annual followed by consumer goods and services. return of at least An overview of Ratos’s holdings is presented on pages 4-6 and a detailed description of each one is provided on pages 112-151. 20% Value creation with Ratos Sector breakdown by equity as owner Ratos’s financial target is that Other net assets 16% each investment should gener- ate an average annual return Other Industry 55% holdings 1% (IRR) of at least 20%. Since 1999, when Ratos switched Services to private equity, the average 13% annual return on the 28 com- pleted exits has been 30%. Consumer goods 15% 20 holdings in the Nordic region 20 holdings which have n Sales of SEK 43 billion n Operating profit Sweden (EBITA) SEK 3.7 billion 12 holdings and Anticimex Finland n 26,000 employees Bisnode 2 holdings worldwide Camfil Norway DIAB GS-Hydro 3 holdings EuroMaint Medisize Hafa Bathroom Arcus Gruppen Group Jøtul Haglöfs SB Seating HL Display Inwido Lindab Denmark MCC 3 holdings Other holdings AH Industries Contex Group Superfos 3 Ratos’s 20 holdings Read more about the holdings on pages 112-151. AH Industries AH Industries is a Danish lead- Sales SEK 523m ing supplier of metal compo- Profit/loss before tax SEK -19m www.ah-industries.dk nents and services to the wind Number of employees 180 power, offshore and marine Ratos’s holding 66% industries. Investment year 2007 Anticimex Anticimex is a service company Sales SEK 1,803m that offers a broad range of Profit before tax SEK 148m www.anticimex.se services for healthy and safe Number of employees 1,200 indoor environments. Opera- Ratos’s holding 85% tions are conducted in the Investment year 2006 Nordic region, Germany and the Netherlands. Arcus Gruppen Arcus Gruppen is Norway’s Sales SEK 1,829m leading spirits producer and Profit before tax SEK 165m www.arcusgruppen.no wine supplier. The group’s best- Number of employees 460 known brands include Linie Ratos’s holding 83% Aquavit, Braastad Cognac and Investment year 2005 Vikingfjord Vodka. Bisnode Bisnode is a leading European Sales SEK 4,741m supplier of digital business Profit before tax SEK 324m www.bisnode.com information with services in Number of employees 3,100 market, credit and product Ratos’s holding 70% information. Investment year 2005 Camfil Camfil is the world leader in Sales SEK 4,503m clean air technology and air fil- Profit before tax SEK 376m www.camfilfarr.com ters and offers products which Number of employees 3,200 contribute to a good indoor Ratos’s holding 30% climate and protect sensitive Investment year 2000 manufacturing processes and the surrounding environment. Contex Group The Danish company Contex Sales SEK 698m Group is a world leader within Profit/loss before tax SEK -71m www.contex.com development and production Number of employees 330 www.zcorp.com of equipment for advanced 2D Ratos’s holding 99% www.vidar.com and 3D imaging solutions. Investment year 2007 DIAB DIAB is a world-leading com- Sales SEK 1,322m pany that manufactures and Profit before tax SEK 97m www.diabgroup.com develops core materials for Number of employees 1,250 composite structures. Key Ratos’s holding 94% applications include blades for Investment year 2001 wind turbines, hulls and decks for boats, and components for aircraft, trains, buses and rockets. 4 EuroMaint EuroMaint is one of Sweden’s Sales SEK 2,510m leading maintenance companies Profit before tax SEK 70m www.euromaint.com and offers high-class mainte- Number of employees 1,900 nance services to the rail trans- Ratos’s holding 100% port sector and manufacturing Investment year 2007 industry. GS-Hydro GS-Hydro is a leading supplier Sales SEK 1,495m of non-welded piping systems, Profit before tax SEK 58m www.gshydro.com primarily to the marine and Number of employees 620 offshore industries as well as to Ratos’s holding 100% the pulp and paper, metals and Investment year 2001 mining, automotive and aero- space, and defence industries. Hafa Bathroom Hafa Bathroom Group, with Sales SEK 390m Group the Hafa and Westerbergs Profit before tax SEK 40m brands, is a leading Nordic Number of employees 170 www.hafabg.com company within bathroom Ratos’s holding 100% furnishings. Investment year 2001 Haglöfs Haglöfs is a European market Sales SEK 590m leader in equipment and clothes Profit before tax SEK 57m www.haglofs.se for an active outdoor life with Number of employees 120 a focus on high-quality clothing, Ratos’s holding 100% sleeping bags, footwear and Investment year 2001 backpacks. HL Display HL Display is a global, market- Sales SEK 1,360m leading supplier of products and Profit before tax SEK 84m www.hl-display.com systems for store merchandising Number of employees 1,100 and in-store communication. Ratos’s holding 29% The company is listed on Investment year 2001 NASDAQ OMX Stockholm. Inwido Inwido develops, manufactures Sales SEK 5,026m and sells a full range of windows Profit before tax SEK 189m www.inwido.se and doors to consumers, Number of employees 3,300 construction companies and Ratos’s holding 96% modular home manufacturers. Investment year 2004 The company’s brands include Elitfönster, SnickarPer, Tiivi, KPK, Lyssand and Allan Brothers. Jøtul The Norwegian company Jøtul Sales SEK 1,044m is Europe’s largest manufac- Profit before tax SEK 112m www.jotul.com turer of stoves and fireplaces Number of employees 720 with production in Norway, Ratos’s holding 63% Denmark, France, Poland and Investment year 2006 the US. 5 Lindab Lindab is an international group Sales SEK 7,019m that develops, manufactures and Profit before tax SEK 119m www.lindabgroup.com distributes products and system Number of employees 4,500 solutions made of sheet metal Ratos’s holding 22% and steel for simplified construc- Investment year 2001 tion and an improved indoor climate.
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