4.1. ANTECEDENTES DEL PROBLEMA
4.1.1 las Causas.
4.1.1.1 Introducción Histórica
12. Election of board members.
13. When appropriate, election of auditors and deputy auditors.
14. Other matters that have been duly referred for con- sideration by the meeting.
§ 11
The calendar year shall be the company’s financial year. § 12
The shares of the company shall be registered in a closing date register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).
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Description of rottnerosAuditor’s report regarding historical financial information
To the board of directors of Rottneros AB (publ)
Auditor’s report regarding historical summarized financial information
We have audited the summarized financial statements for Rottneros AB (publ) on pages 78-81, but not, however, information regarding key ratios and data per share, as well as the first three quarters for the financial years 2011 and 2012, which refer to the period 2009–2011.
The board of directors’ responsibility for the financial statements
The board of directors is responsible for ensuring that the summarized financial statements on pages 78-81 of the Offer Document, as regards Rottneros AB (publ), are consistent with those financial statements provided in the annual reports for 2009, 2010 and 2011 and the interim financial reports for the first quarters of 2011 and 2012, respectively, and that these financial statements have been accurately reproduced. The board of directors is also responsible for the preparation and the fair presentation of the summarized financial statements on pages 78-81 in accordance with the Financial Instruments Trading Act (1991:980) and the regulations of NASDAQ OMX concerning public takeover bids on the stock market.
The auditor’s responsibility
Our responsibility is to express an opinion on these summarized historical financial statements based on our audit. We conducted our audit in accordance with FAR’ Recommendation RevR 5 Examination of Prospectuses.
Opinion
In our opinion, the information provided in the historical financial statements for the financial years 2009–2011 has been accurately reproduced.
We have audited the annual reports for the years 2009–2011. We have submitted auditor’s reports in accordance with the standard formulation for each of these financial years.
Stockholm, Sweden, 21 November 2012 Öhrlings PricewaterhouseCoopers AB
Bo Lagerström
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Description of rottnerosReport by the board of directors of Rottneros
The description of Rottneros on pages 74–85 of this Offer Document has been reviewed by the Board of Directors of Rottneros. In the opinion of the Board of Rottneros, this condensed description
of Rottneros provides a true and fair, although not complete, view of Rottneros.
Stockholm, 21 November 2012
Rottneros AB (publ) The Board of Directors
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Certain tax issues in Sweden
The following chapter summarizes a number of Swed- ish tax rules which are applicable for shareholders in Rottneros accepting the Offer. This summary is based on current legislation and does not intend to address all tax issues that could arise in connection with the Offer. Fur- thermore, this summary is only attended for sharehold- ers that are individuals and limited liability companies (Sw: AB) tax resident in Sweden, if not otherwise stated. This summary does not include:
- Situations where securities are treated as inventory in business activities;
- Situations where securities are held i.a. by partner- ships, investment companies (Sw: Investmentföretag), insurance companies or investment funds;
- The special rules regarding tax-exempt capital gains (including capital losses not being deductible) and dividends in the corporate sector where the investor holds shares which are for tax purposes deemed to be shares held for business purposes (Sw: Näringsbetin- gade andelar);
- The specific rules that could be applicable on holdings in companies that are or, or previously have been, closely held companies or on shares acquired on the basis of holdings of shares in closely held companies; - Foreign companies maintaining business activities
from a permanent establishment in Sweden or foreign companies that previously were Swedish companies; - The special rules for taxation of funds deposited
in investment savings accounts (Sw: Investeringss- parkonto).
The tax effects that arise for each individual owner of shares in Rottneros partly depend on the particular indi- vidual circumstances in each case. Each holder of shares in Rottneros should consult with tax advisors regarding the potential tax consequences accepting the Offer may entail for their part, including the application and effects of foreign tax rules and tax treaties, as well as any other rule that may be applicable.
Shares in a listed limited liability company are covered by the Swedish legal term “share based instruments” (Sw: Delägarrätter). This summary only regards listed shares, such as the shares in Arctic Paper and Rottneros, if otherwise not stated.
General information on the disposal of shares Calculation of capital gains and capital losses If shareholders in Rottneros accept the Share alterna- tive of the Offer and dispose of their shares in Rottneros in exchange for shares in Arctic Paper, the exchange is
regarded as a sale of the shares in Rottneros from an income tax perspective.
Shareholders who sell shares are in general subject to tax on any capital gains that may arise. Capital gains and capital losses are normally calculated as the sales price less the sales costs, such as brokerage, less the acquisi- tion cost. The sales price for the shares in this Offer will be the fair market value of the shares in Arctic Paper at the time of the exchange. Arctic Paper intends to seek general advice from the Swedish Tax Agency for the sales price for the shares in Rottneros.
The acquisition cost includes expenses associated with the initial acquisition, such as brokerage. The acquisition cost is calculated using the average method. This method implies that the acquisition cost per share based instrument amounts to the average cost for all instruments of the same kind and class based on the historical acquisition cost of each purchase and taking into account changes during the holding period. For listed shares the standardized method may be used as an alternative when calculating the acquisition cost. This alternative method prescribes that 20 percent of the sales proceeds, less sales costs, may be used as the acquisition cost.
Individuals
Capital gains are subject to 30 percent tax for individuals and estates of deceased persons. Capital losses on sales of listed shares are for the fiscal year fully deductible against capital gains on other listed share based instru- ments and against the taxable part of capital gains on unlisted shares. For remaining capital losses, 70 percent are deductible against other taxable capital income.
If the capital losses incurred for a fiscal year exceed all capital income, a tax reduction is granted against the tax on salary income, business activities income as well as real estate tax and municipal real estate fee. The tax reduction amounts to 30 percent of the loss that does not exceed SEK 100 000 and 21 percent of the remaining loss. Losses cannot be carried forward.
Limited liability companies
Limited liability companies and other legal entities apart from estates are in general taxed on capital gains as business income with a tax rate of 26,3 percent (income year 2012). Deductions for capital losses on shares are only allowed against capital gains on other share based instruments. If a capital loss cannot be deducted by the company that has incurred the loss, it can be deducted against capital gains on share based instruments earned by other companies in the same group, provided that
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tax consequences for shareholders accepting the offer
Acceptance of the Cash alternative in the Offer If the shareholders concerned choose to accept the al- ternative Offer to receive cash as compensation for their shares in Rottneros, taxation will be triggered. Any tax- able capital gain or deductible capital loss is calculated according to the general rules described above. Acceptance of the Share Alternative in the Offer Tax consequences for individuals
An acceptance of the Share alternative and disposing shares in Rottneros in exchange for shares in Arctic Paper will not trigger immediate taxation, in accord- ance with the tax provisions on the roll-over relief (Sw: Framskjuten beskattning vid andelsbyten). The shares received in Arctic Paper are considered to have been acquired for an acquisition cost equal to the acquisition cost of the disposed shares in Rottneros. It should be noted that according to the Swedish Tax Agency the standardized method may not be used when calculat- ing the acquisition cost in a roll-over relief situation. A taxable capital gain or deductible capital loss will, however arise when an individual later disposes of the shares or fractions of the shares in Arctic Paper, unless the provisions of another roll-over relief are applicable. A deferred capital gain will also be taxable if an individual who has received roll-over relief ceases to have his or hers permanent home, or ceases to permanently stay in a state within the EES. Any taxable capital gain or deductible capital gain in these cases is calculated ac- cording to the rules described above.
In order for the rules for deferred taxation to apply it is further required that Arctic Paper will own more than 50 percent of the total number of votes in Rottneros at the end of the calendar year when the exchange takes place.
Only whole number of shares in Arctic Paper will be distributed to shareholders in Rottneros who accept the Offer. In case shareholders in Rottneros receive a frac- tion of a new share in Arctic Paper, the fraction received will be added together with other such fractions and disposed of for the shareholders´ account. Any cash received from such disposal will be subject to immedi- ate taxation without deduction of the corresponding part of the acquisition cost of the shares formerly held in Rottneros.
The rules for roll-over relief are applied by the Swedish Tax Agency irrespective of any request from the side of an individual. However, any disposal of the received frac- tions of the shares in Arctic Paper, that are disposed of for the shareholders´ account must be reported for the fiscal year when the disposal takes place.
tax consequences for limited liability companies An acceptance of the Share alternative and disposal of shares in Rottneros in exchange for shares in Arctic Paper will in general trigger taxation. A taxable capital gain or deductible capital loss is calculated as the differ- ence between the sales price less the sales costs for the received shares in Arctic Paper less the acquisition cost for the shares in Rottneros, calculated according to the rules described above.
Limited liability companies which realize a capital gain through the exchange of shares may apply the rules for deferred taxation (Sw: Uppskovsgrundande andelsbyten) by claiming a tax deferral for such gain in their income tax return, provided that certain criteria are met. For instance, it is required that the capital gain exceeds any cash component received. The capital gain (less any cash received) will then be allocated pro rata to the shares received in Arctic Paper for which the deferred amount is claimed. The deferred amount will become taxable at the latest when the received shares in Arctic Paper are disposed of or cease to exist. This does, however, not apply if the received shares in Arctic Paper are disposed of in a subsequent exchange provided that the certain criteria for a continued deferred taxation are then met.
In order for the rules of deferred taxation to apply, it is further required that Arctic Paper will own more than 50 percent of the total number of votes in Rottneros at the end of the calendar year of the when the exchange takes place.
Only whole number of shares in Arctic Paper will be distributed to shareholders in Rottneros who accept the Offer. In case shareholders in Rottneros receive a frac- tion of a new share in Arctic Paper, the fraction received will be added together with other such fractions and disposed of for the shareholders´ account. Any cash received from such disposal will be subject to immedi- ate taxation without deduction of the corresponding part of the acquisition cost of the shares formerly held in Rottneros.
taxation on dividends paid from Arctic paper According to the main rule individuals and estates of deceased individuals that are fully subject to taxation in Sweden are taxed on dividends on listed shares as capital income with a tax rate of 30 percent. For limited liability companies and other legal entities, dividends re- ceived on listed shares are generally subject to business income taxation with a tax rate of 26,3 percent (income year 2012).
Any dividends paid from Arctic Paper on the received shares may also be subject to dividend withholding tax (“WHT”) in Poland. The standard dividend WHT rate in Poland is 19 percent. According to the double taxation treaty Sweden has entered with Poland the dividend WHT rate applicable to Shareholders tax resident in Sweden is reduced to 15 percent. However, the dividend WHT rate applicable to limited liability companies may be further reduced if certain criteria are met.
In order to avoid double taxation on the dividend received, the shareholders are required to request a
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Disposal of received shares in Arctic paper A certain order of priority for shares of same kind and class is applicable if a shareholder who has received roll-over relief or claimed deferred taxation already owned shares in Arctic Paper before the exchange, or has acquired shares in Arctic Paper after the exchange, sells any of these shares. The shares are then regarded to have been disposed of in the following order: 1. Shares acquired prior to the Offer
2. Shares acquired through the Offer 3. Shares acquired after the Offer shareholders domiciled outside sweden
Owners of share, that are subject to a limited taxation in Sweden, and do not carry out business activities from a permanent establishment in Sweden, are generally not taxed in Sweden on capital gains upon disposal of shares. Individuals may, however, be subject to Swedish taxation on capital gains from a sale of shares if they, at any time during the previous 10 calendar years, have been domiciled in Sweden, or if they during the de- scribed period have had their habitual abode in Sweden. The applicability of this rule may be limited due to exist- ing tax treaties between Sweden and other countries in order to limit double taxation.
Documents available for inspection
Arctic Paper’s articles of association, interim report January – September 2012, the annual reports and audi- tor reports for the financial years 2009-2011 as well as other publicly announced information that are referred to in the Offer Document is available at the Company’s website www.arcticpaper.com. The documents are also available on request on the Company’s address J.H. Dabrowskiego 334 A, 60406 Poznan, Poland. The docu- ments are available during the Offers Document’s full period of validity.91
AppendixARCTIC PAPER S.A. CAPITAL GROUP
Historical Consolidated Financial Information
for the year ended 31 December 2011
Un
ed
coat
Arctic Paper financial information for 2009–2011
Appendix
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AppendixHistorical consolidated financial information for the year ended 31st December 2011
Arctic Paper S.A. Capital Group Page 2 of 98
Contents
Consolidated financial statements and selected financial data 4 Selected consolidated financial data ... 4 Consolidated income statement ... 5 Consolidated statement of comprehensive income ... 6 Consolidated balance sheet ... 7 Consolidated cash flow statement ... 8 Consolidated statement of changes in equity ... 9 Accounting policies and additional notes 12 1. General information ... 12 Business activities ... 12 Shareholding structure ... 12 2. Composition of the Group ... 13 The Group is composed of Arctic Paper S.A. and the following subsidiaries: ... 13 3. Management and supervisory bodies ... 14 3.1. Management Board of the Parent Company ... 14 3.2. Supervisory Board of the Parent Company ... 15 3.3. Audit Committee of the Parent Company ... 15 4. Approval of the historical consolidated financial information ... 15 5. Significant Professional judgement and estimates ... 15 5.1. Professional judgement ... 15 5.2. Estimates and assumptions ... 16 6. Basis of preparation of consolidated financial statements ... 16 6.1. Statement of compliance ... 16 6.2. Functional currency and presentation currency ... 17 7. Changes in accounting policies ... 17 7.1. Comparability of data ... 18 8. Amendments to existing standards and new regulations ... 18 9. Summary of significant accounting policies ... 19 9.1. Basis of consolidation ... 19 9.2. Foreign currency translation ... 20 9.3. Property, plant and equipment ... 21 9.4. Investment properties ... 22 9.5. Intangible assets ... 22 9.6. Leases ... 24 9.7. Impairment of non-‐financial assets ... 24 9.8. Borrowing costs ... 25 9.9. Financial assets ... 25 9.10. Impairment of financial assets ... 26 9.11. Embedded derivatives ... 27 9.12. Derivative financial instruments and hedges ... 27 9.13. Inventories ... 29 9.14. Trade and other receivables ... 29 9.15. Cash and cash equivalents ... 29 9.16. Interest-‐bearing loans, borrowings and bonds ... 30 9.17. Trade and other payables ... 30 9.18. Provisions ... 30 9.19. Retirement benefits ... 31 9.20. Revenue ... 31 9.21. Income tax ... 32 9.22. Earnings per share ... 33 10. Operating segments ... 33 10.1. Revenues by countries and region ... 37 11. Revenues and expenses ... 39 11.1. Other operating income ... 39
11.2. Other operating expenses ... 39 11.3. Financial income ... 40 11.4. Financial costs ... 40 11.5. Costs by nature ... 41 11.6. Depreciation/ amortization and impairment losses included in the consolidated income statement ... 41 11.7. Employee benefits expenses ... 42 12. Components of other comprehensive income ... 42 13. Income tax ... 43 13.1. Tax burdens ... 43 13.2. Reconciliation of the effective income tax rate ... 43 13.3. Deferred income tax ... 45 14. Non-current assets held for sale ... 46 15. Social assets and social fund liabilities ... 46 16. Earnings per share ... 47 16.1. Transactions on ordinary shares, which had taken place between the balance sheet date and the date of authorization of this Historical Consolidated Financial Information ... 48 17. Dividend paid and proposed ... 48 18. Property, plant and equipment ... 49 19. Leases ... 50 19.1. Operating lease commitments – Group as the lessee 50
19.2. Finance lease and hire purchase commitments ... 50 20. Investment properties ... 51 21. Intangible assets ... 52 22. Investment in related parties valued using the equity method ... 53 23. Business combinations and acquisition of minority interests ... 53 23.1. Acquistion of Grycksbo Papier Holding AB (currently Arctic Paper Grycksbo AB) in 2010 ... 53 23.2. Founding of Arctic Paper Munkedals Kraft AB .... 54 23.3. Dissolution of sales offices from Grycksbo Group 54
23.4. Incorporation of Arctic Paper Investment AB ... 54 23.5. Incorporation of Arctic Energy Sverige AB ... 54 24. Other assets ... 54 24.1. Other financial assets ... 54 24.2. Other non -‐ financial assets ... 55 25. Impairment test of tangible and intangible assets 55
26. Employees benefits ... 57 26.1. Employee share incentive plan ... 57 26.2. Retirement and other post-employment benefits 58
26.3. Redundancy payments ... 60 27. Inventories ... 60 28. Trade and other recivables ... 61 29. Cash and cash equivalents ... 62 30. Share capital and reserve/other capital ... 63 30.1. Share capital ... 63 30.1.1. Nominal value of shares ... 63 30.1.2. Shareholders rights ... 63 30.1.3. Shareholders with significant shareholding ... 64 30.2. Foreign currency translation reserve ... 64 30.3. Supplementary capital ... 64 30.4. Other reserve capital ... 64 30.5. Retained earnings and limits to its distribution .... 65 30.6. Non-controlling interests ... 66 31. Interest-‐bearing loans, borrowings and bonds ... 66
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AppendixHistorical consolidated financial information for the year ended 31st December 2011 PLN thousand
Arctic Paper S.A. Capital Group Page 3 of 98
31.1. Loans and borrowings ... 67 31.2. Bonds ... 69 31.3. Collaterals ... 70 32. Provisions ... 71 32.1. Movements in provisions ... 71 32.2. Warranty provisions ... 72 33. Trade and other payables, other liabilities, accruals and deferred income ... 73