Share capital

During January to June 2009, 90,225 Class A shares were converted to Class B shares. A further 370,000 Class C shares were issued during this period in accordance with the long-term incentive programme, approved by the Annual General Meeting 2009.

During July to September 2009, 7,070,500 Class A shares were converted to Class B shares.

In November 2009, 6,440 Class B new shares were issued relating from the exercise of stock options from the 2005 incentive programme.

In February 2010, 1,293,628 MTG Class A shares were converted to MTG  Class B shares. In March 2010, 11,726 MTG Class B new shares were issued relating from the exercise of stock options from the 2005 incentive programme. In May 2010, 26,666 MTG Class B shares were issued relating from the exercise of stock optins from the 2005 incentive programme. Thereby, there are no longer any stock options remaining from the 2005 incentive programme. In August 2010, 109,915 MTG Class B new shares were issued relating from the exercise of warrants from the 2007 incentive programme, and stock options from the 2006 and 2007 incentive programmes. Further, 260 MTG Class A shares were converted to MTG Class B shares in August 2010. A further 215,000 MTG Class C shares were issued in June 2010, in accordance with the long-term incentive programme approved by the Annual General Meeting 2010. In November 2010, 297,002 new MTG Class B shares were issued relating from the exercise of stock options from the 2006 and 2007 incentive programmes. Thereby, there are no longer any stock options remaining from the 2006 incentive programme.

In February 2011, 225,961 Class A shares were converted to Class B shares. In April 2011, 440,000 Class C shares were converted to Class B shares. Further, the 2008 incentive programme was exercised in April 2011, and the options were forfeited on 19 June, 2011. In June 2011, 240,000 Class C shares were issued, following the Annual General Meeting’s approval of the 2011 long-term incentive programme. In August 2011, 531,921 Class A shares were converted to Class B shares.

The Annual General Meeting 2008 approved the Board of Directors’ proposal that the Meeting should resolve to reduce the Company’s share capital by SEK 7,585,000, by means of the redemption without repayment of the 1,517,000 Class B shares that the Company has repurchased since the 2007 Annual General Meeting and that the redeemed amount shall be transferred to non-restricted equity. The registration was executed on 7 July 2008.

Share buyback mandate

The 2008 Annual General Meeting approved the Board of Directors’ proposal that the Board be able to pass a resolution on one or more occasions for the period up until the next Annual General Meeting to repurchase Class A and/or Class B shares, provided that the Company’s holding does not at any time exceed 10 per cent of the total number of issued and outstanding shares. Any such repurchase shall be made on Nasdaq OMX Stockholm within the quoted share price spread at the time.

At the statutory meeting, the Board of Directors resolved to utilise the authorisation provided by the 2008 Annual General Meeting for the Company to buy back its Class A and Class B shares up until the date of the 2009 Annual General Meeting. No shares have been bought back during the period between the resolution and year-end 2008.

The 2009 Annual General Meeting approved the Board of Directors’ proposal that the Board be able to pass a resolution on one or more occasions for the period up until the next Annual General Meeting to repurchase Class A and/or Class B shares on the same terms as described for the approval in 2008.

Share issues

The Annual General Meetings in 2008, 2009, 2010 and 2011, resolved to authorise the Board, during the period until the next Annual General Meeting, to increase the Company’s share capital by issuing Class C shares, each with a ratio value of SEK 5. With disapplication of the shareholders’ preferential rights, Nordea Bank AB (publ) was entitled to subscribe for the new Class C shares at a subscription price corresponding to the ratio value of the shares. The purpose of the authorisation and the reason for the disapplication of the shareholders’ preferential rights in connection with the issue of shares is to ensure delivery of Class B shares to participants under the long-term incentive plans and to hedge any social security costs related thereto.

The issue has been accomplished each year from 2008 onwards. The Class C shares are held by the Company as treasury shares during the vesting period, where after the appropriate number of Class C shares will be reclassified into Class B shares and subsequently be delivered to the participants under the incentive plan. Further, Class C shares, after reclassification into Class B shares, will be sold on Nasdaq OMX Stockholm to hedge the social security costs. Any decision to sell shares for the purpose of hedging social security costs will be put forward at the respective Annual General Meeting.

The total number of Class C shares held by the Company is therefore 865,000, which include the Class C shares issued in 2008, 2009, 2010 and 2011, excluding the converted shares in 2011. The total number of Class B shares held by the company is 378,887.