NOTICE OF ANNUAL GENERAL MEETING



Bure Equity AB (publ.) shareholders are hereby notified of the annual general meeting (AGM) to be held on Thursday, 6 May 2021.
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Due to the pandemic, the Board of Directors has decided that this year’s AGM will be held without the physical presence of shareholders, proxies, or third parties, and that shareholders will have the opportunity to exercise their voting rights only by post prior to the meeting. Information on decisions made by the AGM will be published on May 6, 2021, as soon as the outcome of the postal vote is compiled.

As the AGM will be conducted without the physical presence of shareholders, proxies, and third parties, the CEO will not address the AGM. However, a pre-recorded speech by the CEO will be made available on the company’s website prior to the AGM.

Registration
Shareholders who wish to participate in the AGM via postal vote should:

  • be recorded in the shareholder register held by Euroclear Sweden AB on 28 April 2021,
  • and no later than Wednesday 5 May 2021 register by casting their postal vote in accordance with the instructions under Postal voting below so that postal votes are received by Computershare no later than that day. Please note that registration for the AGM can only be made by postal ballot.

For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the AGM. In addition to registering by casting their postal vote, such shareholders must re-register their shares in their own name so that shareholders are registered in the share register held by Euroclear Sweden AB on the record date of Wednesday 28 April 2021. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee’s procedures, request that the nominee makes such a registration. Registration of voting rights requested by shareholders must be made by the nominee no later than Friday, 30 April 2021 to be included in the compilation of the share register.

Postal voting
The Board of Directors has decided that shareholders shall be able to exercise their voting rights only by postal vote in accordance with section 22 of Swedish law (2020:198) on temporary exceptions to facilitate the conduct of company and association general meetings. A special form must be used for postal votes. This form is available on the company’s website, www.bure.se. Completed and signed postal voting forms should be sent by post to Computershare AB, ”Bure AGM”, Box 5267, 102 46 Stockholm or by email to info@computershare.se. Completed forms must be received by Computershare no later than 5 May 2021. Shareholders who are physical people can also cast postal votes electronically with BankID verification on the company’s website, www.bure.se. These electronic votes must be cast no later than 5 May 2021. You may not write special instructions or conditions on your postal vote; doing so will invalidate your vote. Further instructions and conditions are included in the postal voting form.

Proxy voting
Shareholders wishing to vote by proxy need to submit a written and dated proxy form, signed by the shareholder, with their postal voting form. Proxy forms are available on the company’s website, www.bure.se. If the shareholder is a legal entity, a registration certificate or other authorization documentation should be attached to the proxy form.

Shareholders’ right to receive information
The Board of Directors and CEO shall, if any shareholder so requests and the Board of Directors considers that such a request can be met without significant damage to the company, provide information on circumstances that may affect the assessment of a matter on the agenda. Requests for such information must be submitted in writing to the company no later than 26 April 2021, to: Bure Equity AB (publ.), FAO: Max Jonson, Nybrogatan 6, 114 34 Stockholm, or via email to max.jonson@bure.se. Such information will be made available on the company’s website, www.bure.se, and at the company’s head office, Nybrogatan 6, 114 34 Stockholm, no later than 3 May 2021. Such information is also sent to the shareholder who requested it and has provided their address.

Agenda
1. Election of chairman of the AGM
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Appointment of one of two persons to verify the minutes of the AGM
5. Determination as to whether the AGM has been duly convened
6. Presentation of the annual report, consolidated financial statements and Group audit
7. Resolutions regarding
a) adoption of the income statement, balance sheet, consolidated income statement and consolidated balance sheet
b) appropriation of the company’s profit according to the adopted balance sheet
c) discharge from liability for the members of the Board of Directors and the CEO
8. Determination of the number of Board members
9. Determination of the Board of Directors’ fees
10. Election of Board members and the Chairman of the Board
11. Election of auditor
12. Determination of auditors’ fees
13. Determination of principles for the appointment of the Nominating Committee and instructions for the Nominating Committee
14. Resolution on approval of the compensation report
15. The Board of Directors’ proposed guidelines for the remuneration of senior executives
16. Resolution authorizing the Board of Directors’ to decide on the acquisition of the company’s own shares
17. Resolution authorizing the Board to decide on a new share issue
18. Proposal for a resolution to amend the Articles of Association

This year’s Nominating Committee
The Nominating Committee for the 2021 AGM comprises Per Björkman (appointed by the Björkman family), Thomas Ehlin (appointed by Fjärde AP), and Patrik Tigerschiöld (appointed by the Tigerschiöld family). The Nominating Committee has appointed Per Björkman as chairman of the Nominating Committee.

Item 1: Election of chairman of the AGM
The Nominating Committee proposes that the chairman of the Board of Directors, Patrik Tigerschiöld, or whomsoever the Board of Directors appoints in his absence, be appointed chairman of the AGM and that Niklas Larsson, Wistrand law firm, or whomsoever on the Board appoints in his absence, be appointed to draft the minutes of the AGM.

Item 2: Preparation and approval of the voting list
The voting list that is proposed to be approved is the voting list prepared by the chairman of the AGM on behalf of the company, based on the AGM share register and advance votes received, and checked and approved by the adjusting person.

Item 3: Approval of the agenda
The Board of Directors proposes that the agenda, which is included in this notice to the AGM, be approved as the agenda for the AGM.

Item 4: Appointment of one or two persons to verify the minutes of the AGM
It is proposed that one person be appointed to verify the minutes of the AGM. Thomas Ehlin, representing Fjärde AP, or, in his absence, the person appointed by the Board, is proposed as a person to, together with the chairman, verify the minutes of the AGM. The assignment to verify the minutes from the AGM also includes checking the voting list and that received advance votes are correctly recorded in the AGM minutes.

Item 5: Determination as to whether the AGM has been duly convened
It is proposed that the AGM approves the convening of the AGM.

Item 7 b) – Resolution regarding appropriation of the company’s profit according to the adopted balance sheet
The following profit is to be considered by the AGM according to the Parent Company’s balance sheet:

Retained earnings SEK 13,002,034,868
Profit for the year SEK 3,241,586,573
SEK 16,243,621,441

The Board of Directors proposes that the profit be distributed as follows:

Distributed to shareholders SEK 148,293,842
Carried forward SEK 16,095,327,599

The proposal entails a dividend of SEK 2 per share in ordinary dividend for the 2020financial year. The record date is proposed to be 10 May 2021. With this record date, the dividend is expected to be paid on 14 May 2021.

Item 8. Determination of the number of Board members
For the period up until the end of the next AGM, the Nominating Committee proposes that the Board of Directors shall consist of six (6) standard members and no deputy board members.

Item 9. Determination of Board of Directors’ fees
The Nominating Committee proposes that for the period up until the end of the next AGM, fees to the Board of Directors be paid in a total amount of SEK 3,725,000, of which SEK 2,100,000 shall be paid to the Chairman of the Board and SEK 325,000 to each of the other ordinary members.

Item 10. Election of Board members and Chairman of the Board
The Nominating Committee proposes the re-election of Board members Carl Björkman, Bengt Engström, Charlotta Falvin, Sarah McPhee, and Patrik Tigerschiöld for the period up until the end of the next AGM. Patrik Tigerschiöld is proposed for re-election as Chairman of the Board for the period up until the end of the next AGM.

Item 11. Election of auditor
The Nominating Committee proposes that a registered auditing firm be elected as the company’s auditor and that the registered auditing firm Öhrlings PricewaterhouseCoopers AB be re-elected in such a capacity until the end of the 2022 AGM (with authorised public accountant Magnus Svensson Henryson as Auditor-in-Charge until further notice).

Item 12. Determination of auditor’s fees
The Nominating Committee proposes that fees to the auditors be paid according to approved account.

Item 13. Determination of principles for the appointment of the Nominating Committee and instructions for the Nominating Committee
The Nominating Committee proposes that the AGM decides to establish principles for the appointment of the Nominating Committee in accordance with the following. The proposal is unchanged from the previous year.

  1. Appointment of members of the board etc.
  1. The Chairman of the Board shall – no later than the end of the third quarter of each year – ensure that the company’s three largest shareholders or shareholder groups in terms of voting rights, are offered the opportunity to each appoint a representative to the Nominating Committee. The determination of voting rights is based on Euroclear Sweden AB’s shareholder register (groups of shareholders) as at the last banking day in August or such other certification that the shareholders or shareholder groups can present as proof of their shareholdings on this date. If one or more shareholders decline to appoint a member to the Nominating Committee, one or more additional shareholders in subsequent order of voting rights shall be offered the opportunity to appoint a member to the Nominating Committee. However, no more than five additional shareholders need to be contacted, unless the Chairman of the Board finds special reason to do so. When a shareholder is contacted with a request to appoint a member to the Nominating Committee, the Chairman of the Board shall specify the required rules of order such as the latest reply date etc.

1.2 The Nomination Committee shall consist of a total of at least three members, including the Chairman of the Board who is a member of the Nomination Committee and convenes the first meeting of the Nomination Committee.

1.3 The composition of the Nomination Committee shall be published as soon as it has been decided. The chairman of the nomination committee shall, unless the members of the Committee agree otherwise, be the member who represents the largest shareholder in terms of voting rights. However, the Chairman of the Board or another Board member shall not be the Chairman of the Nomination Committee. The Nomination Committee shall hold its mandate until a new Nomination Committee is appointed. Fees shall not be paid to members of the Nomination Committee.

1.4 The Nomination Committee may, within itself and by co-opting the required additional member or members, appoint a Nomination Committee specially appointed for the appointment of auditors, (according to item 2.1 below). If this occurs, this shall also be published in accordance with what is stated above in this item. In this way, all shareholders must be made aware of which persons can be contacted in nomination matters.

1.5 A member of the Committee shall leave the Nomination Committee if the shareholder who appointed the member no longer has the substantial share ownership as when the member was appointed. If the Nomination Committee subsequently no longer has at least three members, the Chairman of the Board shall take steps to ensure that a new member is appointed in accordance with the principles set out in item 1.1. However, unless there are special reasons to do so, no changes shall take place in the composition of the Nomination Committee if only minor changes in the number of voting rights have occurred or such a change occurs later than two months before the AGM.

1.6 Shareholders who have appointed a representative as a member of the Nomination Committee have the right to dismiss such a member and appoint a new representative as a member of the Nomination Committee.

  1. Tasks of the Nomination Committee

2.1 The Nomination Committee shall prepare and submit proposals to the AGM for:

– election of chairman of the meeting

– election of and remuneration for the Chairman of the Board and members of the Board of Directors and, where applicable, other special committees that the AGM may decide to appoint

– election of and fees for auditors and, where applicable, deputy auditors

2.2 The Chairman of the Board shall, in an appropriate manner, notify the Nomination Committee of information on the Board’s competence profile and working methods.

  1. The company shall, at the request of the Nomination Committee, provide personnel resources such as secretarial assistance to facilitate the Nomination Committee’s work. If necessary, the company shall also be responsible for reasonable costs for, for example, external consultants that the Nomination Committee deems necessary for the Nomination Committee to be able to fulfil its tasks.
  1. Meetings

3.1 The Nomination Committee shall meet as required in order for it to be able to fulfil its tasks, although at least twice a year. Notice of a meeting is issued by the Chairman of the Nomination Committee, (with the exception of the first meeting, which is convened by the Chairman of the Board). A member of the Committee may request that the Nomination Committee be convened.

  1. The Nomination Committee has a quorum if at least half of its members participate. However, decisions may not be taken unless, as far as possible, all members have been given the opportunity to participate in the consideration of a matter. The Nomination Committee’s decisions are valid when more than half of the members present vote or, in the event of an equal number of votes, the casting vote is exercised by the chairman of the Nomination Committee.
  1. An account of the Nomination Committee’s work in the form of proposals and opinions from the Nomination Committee shall be published on the company’s website in a reasonable amount of time before the AGM.
  1. Amendments to these instructions
  1. The Nomination Committee shall continuously evaluate these instructions and the work of the Nomination Committee and submit proposals to the AGM for such amendments to these instructions as the Nomination Committee has deemed appropriate.

Item 14 – Resolution on approval of the compensation report
The Board of Directors proposes that the AGM resolves to approve the Board’s remuneration report in accordance with chapter 8, section 53 of the Swedish Companies Act.

Item 15 – The Board of Directors’ proposed guidelines for the remuneration of senior executives
The following guidelines for remuneration to senior executives shall apply to remuneration agreed, and to changes made to already agreed remuneration, after these guidelines have been adopted by the 2021 AGM. The guidelines include remuneration to Board members, the CEO and deputy CEO and other members of company management. (Group management), but not remuneration decided by the AGM.

The Board of Directors shall have the right to temporarily deviate, in whole or in part, from the guidelines if in individual cases there are special reasons to do so, and a deviation is necessary to satisfy the company’s long-term interests and sustainability or to ensure the company’s financial viability. If such deviations occur, this must be reported in the remuneration report prior to the next AGM. The guidelines refer to the period from the AGM 2021. Matters concerning deviations from the guidelines shall be prepared by the Remuneration Committee and decided by the Board.

How the guidelines support the company’s business strategy, long-term interests, and sustainability
Bure is an investment company and a good owner. By actively building successful companies over the long term, Bure creates good returns for its shareholders. The starting point in Bure’s operations is to actively participate in and develop wholly owned or partly owned companies and operations in order to increase the value of these assets over time.

The Board believes that the recruitment and retention of senior executives with the skills and competence to achieve established goals is critical for the successful implementation of the company’s business strategy and to safeguard the company’s long-term interests, including its sustainability. To do this, the company needs to offer competitive overall remuneration that motivates senior executives to the best of their abilities. Variable remuneration covered by these guidelines shall be based on criteria aimed at promoting the company’s business strategy and long-term interests, including its sustainability, and where the fulfilment of criteria is determined by the method set out below.

Forms of compensation etc.
Remuneration and other terms of employment for senior executives must be market-based. Total remuneration consists of basic salary, variable remuneration, pension, and certain other benefits. In addition, the AGM may – and independent of these guidelines – decide on share or share price-related remuneration.

Fixed basic salary
The fixed basic salary of the CEO and other senior executives is reviewed annually. Fixed basic salary constitutes a maximum of 56 per cent of total remuneration excluding LTI and assuming a 50% outcome of STI.

Short-Term Incentive programme (STI)
Remuneration is paid according to goals achieved for the company as a whole. Criteria are based on the outcome of a number of, mainly, quantitative parameters, compared with established targets. Quantitative parameters are attributable to the company’s share price, the company’s net asset value per share, and focus issues for each financial year. Other senior executives, but not the CEO, are also subject to a discretionary parameter. Overall, criteria must contribute to the company’s business strategy, long-term interests, and sustainability through a clear connection to these components and thus to the company’s long-term value creation. The fulfilment of criteria is determined by the company’s audited annual accounts. Remuneration can amount to a maximum of 100 per cent of fixed basic salary for the CEO and 80 per cent for other senior executives. In the event of full entitlement, remuneration may amount to a maximum of 43 per cent of total remuneration excluding LTI for the CEO and 40 per cent of total remuneration excluding LTI for other senior executives. Variable remuneration shall not be pensionable. Remuneration entitlements are prepared by the Remuneration Committee and determined by the Board in conjunction of the end of the qualification period. Thereafter, compensation is paid. The company has no contractual right to reclaim compensation.

Long-Term Incentive programme (LTI)
With the aim of aligning the interests of senior executives with those of shareholders, and to encourage senior executives to acquire shares in the company, a long-term incentive plan, in addition to the annual variable salary outlined above, shall be offered to all senior executives, and include the following main components:

  1. If a senior executive purchases shares up to a certain amount, during a specific period of time and within the framework of the LTI programme, the company shall match this amount with a cash contribution, compensated for the employee’s marginal tax costs, as a single payment, (the ”Matching Amount”). The senior executive shall use the Matching Amount to acquire shares in the company. By agreement, these shares shall be held for a period of at least three years.
  2. If the terms and conditions set out in point iii. are met, the company shall pay an additional single payment, (the ”Performance Amount”). The senior executive shall use the Performance Amount, after tax, to acquire shares in the company. By agreement, these shares shall be held for a period of at least one year.
  3. The criteria for payment of the Performance Amount are, inter alia, that the senior executive is still employed by the company, and that throughout the period has retained their acquired shares according to point i., and that the predetermined performance goals in terms of the company’s total revenue up to 2024 have been met.
  4. The total cost to the company of the LTI programme regarding payment of the Matching Amount including social fees shall not exceed SEK 1.6 million, while the cost of the Performance Amount including social fees shall not exceed SEK 12.5 million.

The corresponding long-term incentive programme applied to senior executives will be applied to all other employees in the company.

Other benefits

Pension benefits
The agreed retirement age for the CEO and for other senior executives is 65 years. All pension benefits for senior executives are contribution-based. This means that the company pays an individually agreed contribution pension premium for senior executives. The company has no additional pension obligations.

Company car etc.
The CEO is entitled to a company car. In addition, all senior executives are covered by standard health insurance.

Other benefits constitute a maximum of 17 per cent of total compensation excluding LTI and assuming a 50 per cent STI entitlement.

Notice period and severance pay
Senior executives’ employment or assignment agreements are valid until further notice or for a specified period. The company and the CEO have a mutual notice period of 12 months in the event of termination of employment. The CEO is entitled to severance pay corresponding to 12 months’ salary in the event of termination of employment by the company. Severance pay is not paid upon retirement. For other senior executives, six months’ notice applies in the event of termination by the company. Other senior executives are not entitled to severance pay. During the notice period, current employment contracts continue with associated benefits. In cases where severance pay was to be paid, no other benefits are paid for the period after the end of the notice period.

Salary and terms of employment for employees
In preparation of the Board’s proposal for the guidelines for remuneration to senior executives, company employees’ salary and terms of employment for have been considered. Information on employees’ total remuneration, the components of the remuneration and the increase and rate of remuneration over time was identified and formed part of the Remuneration Committee’s and Board’s decision making in evaluating the reasonableness of the guidelines and their limitations.

Decision making process
The Board shall prepare proposals for new guidelines when there is a need for significant amendments to the guidelines, and at least every four years. The Board’s proposals are prepared by the Board’s Remuneration Committee. The Chairman of the Board may be the Chairman of the Remuneration Committee. Other members elected by the AGM who are members of the Remuneration Committee shall be independent in relation to the company and the company management. If the Board feels it more appropriate, the entire Board may perform the tasks of the Remuneration Committee, provided that the Board member who is a member of the company management does not participate in these tasks.

The Remuneration Committee shall, inter alia, monitor and evaluate the application of the guidelines for remuneration to senior executives decided on by the AGM. When the Remuneration Committee has prepared a proposal, it is submitted to the Board for decision. The CEO does not attend the Board’s review of decisions in remuneration-related matters or other persons in the company management, insofar as they are affected by the matters.

If the AGM decides not to adopt guidelines in connection with proposals for such, the Board shall submit a new proposal no later than before the following AGM. In such cases, compensation shall be paid in accordance with the guidelines that already apply or, if such do not exist, in accordance with company praxis.

In the preparation of these matters, external advice is used when deemed necessary.

Review of guidelines
A review of guidelines for the remuneration of senior executives was made prior to the 2021 AGM and that review resulted in certain minor editorial changes. The proposed amendments are not expected to result in any change in the compensation paid in application of current guidelines.

Item 16 – Resolution authorizing the Board of Directors’ to decide on the acquisition of the company’s own shares

  1. Background

In order to be able to adapt the company’s capital structure to the company’s capital needs from time to time and thereby contribute to increased shareholder value, the Board proposes that the AGM authorizes the Board to, during the period until the next AGM, decide on the acquisition of the company’s own shares. Shares repurchased with the following authorization are proposed to be cancelled at the 2022 AGM.

The Board proposes that the 2021 AGM takes a decision in accordance with the following proposals:

  1. The Board’s proposal for a resolution

The Board is authorized, during the period until the next AGM, to decide on the acquisition of shares in the company as follows:

  1. Acquisitions may be made for the maximum number of shares so that after each acquisition the company holds a maximum of 10 per cent of all shares in the company.
  1. Acquisitions may be made through
  1. trade on the Nasdaq Stockholm (“the exchange”), or
  1. in accordance with an acquisition offer to all company shareholders.
  1. Acquisition on the exchange may only be conducted at a price per share that lies within the price range registered at any given time.
  1. Acquisition of shares through an acquisition offer to all Bure shareholders may only take place at a price which at the time of the acquisition offer does not fall below the market value of the shares and which exceeds the market value by a maximum of 20 per cent.
  1. Payment for shares shall be made in cash.

6. Acquisition of shares may take place on one or more occasions.

Majority requirements
For decisions to be valid according to the above proposals, resolutions must be supported by shareholders representing two thirds (2/3) of the number of votes cast and the number of shares represented at the AGM.

Item 17 – Resolution authorizing the Board to decide on a new share issue
The Board of Directors proposes that the AGM authorizes the Board of Directors to decide on a new issue of shares, with or without deviation from shareholders’ preferential rights, until the time of the 2022 AGM, on one or more occasions. Shares may be issued against cash payment, off-sets, or contribution of non-cash assets, or with other conditions referred to in chapter 13, section 5, beginning of paragraph 6 of the Swedish Companies Act. The Board may otherwise determine the terms of the issue. The issue price shall be determined by the market and the number of newly issued shares may not exceed 10 per cent of the number of outstanding shares on the date of this notice.

The reason for deviation from the preferential right and the right to decide on off-sets, contribution or other conditions referred to in the Swedish Companies Act is that the company must be able to issue shares so as to continuously adapt the company’s capital structure to the company’s capital needs.

Authorization
The Board of Directors, or an individual appointed by the Board, reserves the right to make such necessary and minor adjustments to the resolution above necessary to enable registration of the resolution with the Swedish Companies Registration Office.

Majority requirements
For decisions to be valid according to the above proposals, resolutions must be supported by shareholders representing two thirds (2/3) of the number of votes cast and the number of shares represented at the AGM.

Item 18 – Resolution authorizing the Board to decide on a new share issue
The Board of Directors proposes that the AGM resolves to amend the Articles of Association. Chapter 7, section 4 of the Swedish Companies Act (2005: 551) states that company boards may collect proxies before a general meeting if specified in the articles of association. Chapter 7, section 4 of the Swedish Companies Act states that the articles of association may also state that company boards may decide before a general meeting that shareholders shall be able to exercise their voting rights by post before the general meeting.

In order to be able to utilize the alternatives that the Companies Act states to decide on proxy collection and postal voting, the Board proposes that a new section 9 iii), with the wording below, be incorporated into Bure’s Articles of Association and that the numbering be changed so that the current section 9 iii) becomes section 9 iv). Section 9 iv) becomes section 9 v), section 9 v) becomes section 9 vi) and section 9 vi) becomes section 9 vii):

Section 9 iii) Collection of proxies and postal voting

The Board of Directors may, if special circumstances exist according to the board’s assessment, collect proxies in accordance with the procedure specified in chapter 7, section 4, paragraph 2 of the Swedish Companies Act (2005: 551).

Prior to a general meeting, the Board of Directors may, if special circumstances exist according to the board’s assessment, decide that shareholders shall be able to exercise their voting rights by post before the general meeting in accordance with chapter 7, section 4 of the Swedish Companies Act (2005: 551).

Authorization
The Board of Directors, or an individual appointed by the Board, reserves the right to make such necessary and minor adjustments to the resolution above necessary to enable registration of the resolution with the Swedish Companies Registration Office.

Majority requirements
For decisions to be valid according to the above proposals, resolutions must be supported by shareholders representing two thirds (2/3) of the number of votes cast and the number of shares represented at the AGM.

¤¤¤

Other
On the date of publication of this notice, the total number of shares and votes in the company amounted to 74,146,921. The company holds none of its own shares.

Annual report and other documentation
The annual report and audit report for the financial year 2020 will be published no later than 15 April 2021. The Nominating Committee’s and Board of Directors’ complete resolution proposals, including supporting documents will be made available for shareholders at Bure Equity ABs offices, Nybrogatan 6 in Stockholm, and on the company’s website, www.bure.se, no later than 15 April 2021 and send by post to those shareholders who so request and provide their postal address. The same applies to the Board of Directors’ report in accordance with chapter 8, section 53 of the Swedish Companies Act and the auditor’s report according to chapter 8, section 54 of the same Act.

Processing of personal data
For information on how personal data is processed in relation to the AGM, please see: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf. (In Swedish)

Stockholm, March 2021
The Board of Directors
_____________________

Bure Equity AB (publ), org nr 556454-8781
Nybrogatan 6, 114 34 Stockholm
Tel. +46 (0) 8 – 614 00 20 Fax +46 (0) 8 – 614 00 38
info@bure.se bure.se

NOTICE OF ANNUAL GENERAL MEETING

Bure Equity AB (publ.) shareholders are hereby notified of the Annual General Meeting (AGM) to be held on June 11, 2020 at 1pm at the IVA Konferenscenter, Wingquistrummet, Grev Turegatan 16, Stockholm. Doors open at 12:30pm.

_________________________________________________________________________________________

Measures to reduce the risk of infection
As a precautionary measure to reduce the risk of spreading the Covid-19, it is Bure’s intention to keep this year’s AGM extremely brief and effective. No refreshments will be provided. No Members of the Board, other than the Chairman of the Board and the CEO, will participate, and the Group’s senior management will be present to a limited extent. The CEO will not make a statement at the AGM. The CEO’s statement will be pre-recorded and made available on the Bure website prior to the AGM. Shareholders will, however, have the opportunity to ask questions. Shareholders who are unwell or have been exposed to others who have been unwell, or who are in a risk group should not attend the AGM. Rather, they are invited to vote via proxy. To enable shareholders to vote without physically attending the AGM, Computershare offers a free service to shareholders who have registered to attend the AGM, and who do not own more than 100,000 shares, to nominate Computershare to vote on their behalf. Authorization for this service can be requested by contacting Computershare on +46 (0) 771 24 64 00 or via email at info@computershare.se. Bure encourages shareholders to exercise their voting rights in this way.

Registration
Shareholders who wish to participate in the AGM shall:

  1. be registered in Euroclear Sweden AB’s share register on June 4, 2020;

and, b) notify their intention to participate in the AGM to Bure Equity AB, Nybrogatan 6, 114 34 Stockholm, by phone, on +46 (0) 8 614 00 20, by fax +46 (0) 8 614 00 38, or email to arsstamma@bure.se, no later than 12pm on June 4, 2020.

When registering, shareholders are requested to provide their name, address, phone number and personal/corporate identity number, and provide details of any assistants (no more than two assistants are permitted per shareholder). Registered AGM participants will receive an admission card that must be presented at the entrance of the AGM venue.

Shareholders who have their shares registered through a nominee register must, in order to have the right to attend the AGM, request to be temporarily included as a shareholder in the share register with Euroclear Sweden AB. Shareholders must inform the trustee in good time to ensure that the entry in the share register is made no later than June 4, 2020.

Shareholders who wish to be represented by a proxy must submit a dated proxy form. The period of validity of this authorization may not exceed five years, unless stated otherwise. If no validity period is specified, a proxy is valid for no longer than a period of 12 months. The original proxy authorization must be sent to the Company at the above address well in advance of the AGM. Proxies representing legal entities must attach a copy of the relevant certificate of registration or corresponding proof of authorization. Proxy forms are available for download from the Company’s website at bure.se; and will be sent to all those shareholders who request one and provide a mailing address.

Agenda
1. Opening of the AGM
2. Election of a chairman for the AGM
3. Presentation and approval of the voting list
4. Approval of the agenda
5. Election of one of two persons to verify the minutes of the AGM
6. Determination as to whether the AGM has been duly convened
7. CEO statement
8. Presentation of the annual report, the consolidated financial statements, and the Group audit
9. Resolutions regarding
a) adoption of the income statement, balance sheet, consolidated income statement, and consolidated balance sheet
b) appropriation of the Company’s profit according to the adopted balance sheet
c) discharge from liability for the members of the Board of Directors and the CEO
10. Determination of the number of Board members to be appointed by the AGM
11. Determination of fees for the Board of Directors
12. Election of Members of the Board and Chairman of the Board
13. Election of auditors
14. Determination of fees for the auditors
15. Determination of principles for the appointment of the Nomination Committee and instructions for the Nomination Committee
16. The Board of Directors’ proposals for guidelines regarding the remuneration of senior executives
17. Resolution on authorization for the Board of Directors to decide on the acquisition of the Company's own shares
18. Resolution on authorization of the Board to decide on a new share issue
19. Motion to amend the Company’s Articles of Association
20. Close of the AGM

The Nomination Committee’s proposals for resolution
Prior to the 2020 AGM, the Nomination Committee is composed of Per Björkman, (appointed by the Björkman family); Erik Durhan, (appointed by Nordea Fonder); and Patrik Tigerschiöld, (appointed by the Tigerschiöld family). The Nomination Committee appointed Per Björkman as chairman of the Nomination Committee.

Item 2. Election of a chairman for the AGM
The Nomination Committee proposes that Patrik Tigerschiöld be appointed as chairman of the AGM.

Item 10. Determination of the number of Board members to be appointed by the AGM
The Nomination Committee proposes that the Board of Directors consist of six ordinary members and no deputies.

Item 11. Determination of fees for the Board of Directors
The Nomination Committee proposes that fees to the Board of Directors be paid in a total amount of SEK 3,500,000, of which SEK 2,000,000 shall be paid to the Chairman of the Board, and SEK 300,000 to each of the other ordinary members. The proposal is unchanged from last year.

Item 12. Election of Members of the Board and Chairman of the Board
The Nomination Committee proposes the re-election of sitting Board members Carl Björkman, Carsten Browall, Bengt Engström, Charlotta Falvin, Sarah McPhee, and Patrik Tigerschiöld. Patrik Tigerschiöld is proposed for re-election as Chairman of the Board.

Item 13. Election of auditors
The Nomination Committee proposes that a registered auditing firm be elected as the Company’s auditor and that the registered auditing firm Öhrlings PricewaterhouseCoopers AB be re-elected in such a capacity until the end of the 2021 AGM (with authorised public accountant Magnus Svensson Henryson as Auditor-in-Charge until further notice).

Item 14. Determination of fees for the auditors
The Nomination Committee proposes that fees to the auditors be paid according to approved account.

Item 15. Determination of principles for the appointment of the Nomination Committee and instructions for the Nomination Committee
The Nomination Committee proposes that the AGM decides to establish principles for the appointment of the Nomination Committee in accordance with the following. The proposal is unchanged from previous years.

1. Appointment of Members of the Board etc.

1.1 The Chairman of the Board shall, no later than the end of the third quarter of each year, ensure that the Company's three largest shareholders or ownership groups, in terms of voting rights, are invited to nominate their own representative to the Nomination Committee. The determination of voting rights is based on Euroclear Sweden AB's shareholder list (owner-grouped) as of the last banking day in August or any other documentation that shareholders or ownership groups at this time report as evidence of their shareholding. Where one or more shareholders refrain from Nomination a member to the Nomination Committee, one or more additional shareholders in subsequent order of ownership share shall be offered the opportunity to nominate a member to the Nomination Committee. However, no more than five additional shareholders need be contacted, unless the Chairman of the Board finds that there are special reasons for doing so. When shareholders are contacted with a request to nominate a member of the Nomination Committee, the Chairman of the Board shall establish required rules of procedure such as the last day of response, etc.

1.2 The Nomination Committee shall consist of a total of at least three members, including the Chairman of the Board, who is a member of the Nomination Committee and who convenes the first meeting of the Nomination Committee.

1.3 The composition of the Nomination Committee shall be made public as soon as it has been appointed. The chairman of the Nomination Committee shall, unless Committee members agree otherwise, be the Committee member who represents the largest shareholder in terms of votes. However, the Chairman of the Board or other Board member shall not be the Chairman of the Nomination Committee. The Nomination Committee shall hold its mandate until a new Nomination Committee is appointed. Fees shall not be paid to the members of the Nomination Committee.

1.4 The Nomination Committee may, within and through the adjunct of the required additional member/members, appoint a specially appointed nomination committee for the appointment of an auditor (in accordance with paragraph 2.1 below). If such an appointment is made, this shall also be published as set out in paragraph 1.3 above. In this way, all shareholders should be informed of the persons who can be contacted in nomination matters.

1.5 A member shall leave the Nomination Committee if the shareholder who has appointed that member no longer has substantially the same ownership interest as when the member was appointed. If, subsequently, the Nomination Committee no longer has at least three members, the Chairman of the Board shall endeavour to appoint a new member in accordance with the principles set out in paragraph 1.1. However, unless there are particular reasons for doing so, no changes shall be made to the composition of the Nomination Committee if only minor changes in the number of voting rights have occurred or if such changes occur less than two months before the AGM.

1.6 Shareholders who have nominated a representative to be a member of the Nomination Committee have the right to dismiss such member and nominate a new representative to be a member of the Nomination Committee.

2. The tasks of the Nomination Committee

2.1 The Nomination Committee shall prepare and submit proposals to the AGM including:

– election of a chairman for the AGM

– election and remuneration to the Chairman of the Board and members of the Company's Board of Directors and, where applicable, any other special committee or subcommittee that the AGM may decide to appoint

– election and remuneration to the auditor and, where appropriate, the deputy auditor

2.2 The Chairman of the Board shall, as appropriate, provide information to the Nomination Committee on the Board's competence profile and working methods.

2.3 At the request of the Nomination Committee, the Company shall provide personal resources such as secretarial assistance to facilitate the work of the Nomination Committee. If necessary, the Company shall also bear reasonable costs for, for example, external consultants who are deemed necessary by the Nomination Committee to enable the Nomination Committee to fulfil its tasks.

3. Meetings

3.1 The Nomination Committee shall meet when required to fulfil its duties, however at least twice a year. Notice of a meeting is issued by the Chairman of the Nomination Committee, (with the exception of the first meeting which is convened by the Chairman of the Board). A member may request that the Nomination Committee be convened.

3.2 The Nomination Committee has a quorum if at least half of its members participate. However, decisions on matters may not be made unless, as far as possible, all Committee members have been given the opportunity to participate in the matter. For a decision to be valid, more than half the Committee members present are required to vote for it. In the event of equal numbers of votes being cast for a particular motion, the Chairman of the Nomination Committee has the casting vote.

3.3 An account of the Nomination Committee's work in the form of proposals and opinions from the Nomination Committee shall be published on the Company's website well in advance of the AGM.

4. Amendments to these instructions

4.1 The Nomination Committee shall continuously evaluate these instructions and the work of the Nomination Committee and submit proposals for such amendments to these instructions as the Nomination Committee deems appropriate.

The Board of Directors’ proposals for resolution
Item 9 b) – Appropriation of profits
The Company's annual report will be presented for adoption at the AGM on June 11, 2020. The AGM will be asked to approve the following profit according to the Parent Company's balance sheet:

Balanced earnings SEK 8,276,294,122
Profit for the year SEK 3,849,713,903
SEK 12 126 008 025

The Board of Directors proposes that profits be allocated as follows:

SEK 68,971,921 distributed to shareholders
SEK 12,057,036,104,104 carried forward to capital account

This proposal entails an ordinary dividend of SEK 1.00 per share for the 2019 financial year. The proposed recording date is June 15, 2020. With this record date, the dividend is expected to be paid on June 18, 2020.

Item 16 – The Board of Directors’ proposals for guidelines regarding the remuneration of senior executives
The Board proposes that the AGM approves the following guidelines regarding the remuneration of senior executives, the CEO, the deputy CEO, and other senior executives according to article 9.9 of the Swedish Companies Act, i.e. group management. These guidelines would apply to compensation agreements and to changes made to existing compensation agreements subsequent to the guidelines being adopted by the 2020 AGM. These guidelines would not apply to compensation approved at the AGM.

The Board reserves the right to temporarily waive the guidelines, partially or entirely, if specific circumstances justify doing so and if such a course of action is necessary to protect the Company’s long-term interests and sustainability, or to ensure the Company’s financial sustainability. If such divergences from the guidelines occur, they are to be presented in the compensation report for the following AGM. The guidelines would apply after the AGM 2020. Incidences concerning divergences from the guidelines shall be presented by the remuneration committee and approved by the Board.

Guidelines that promote the Company’s business strategy, long-term interests, and sustainability
Bure is an investment company and a good owner. By actively building successful companies for the long term, Bure generates good returns for shareholders. The starting point of Bure’s activities is proactive involvement and development of wholly owned or co-owned companies and activities in order to increase the value of these assets over time.

The Board believes it is critical to the successful implementation of the Company’s business strategy and fulfilment of the Company’s long-term interests, including its financial sustainability, that the Company can recruit and retain senior executives with the skills and capacities to achieve set targets. To do this, the Company needs to be able to offer competitive overall compensation that incentivises senior executives to perform to the utmost of their abilities. Variable remuneration that falls under these guidelines shall be based on criteria that seek to promote the Company’s business strategy and long-term interests, including its financial sustainability, and in such a way that fulfilment of these criteria is determined by the methods outlined below.

Types of compensation
Compensation and other conditions of employment for senior executives shall be competitive. Total compensation includes basic salary, variable remuneration, pension, and various other benefits. In addition – and irrespective of these guidelines – the AGM may decide on equity or equity-related compensation.

Basic salary
The basic salaries of the CEO and other senior executives are reviewed on an annual basis. The basic salary component typically amounts to a maximum of 56 per cent of total compensation excluding LTI and assuming a 50-per cent STI yield.

Short-Term Incentive programme, (STI)
Compensation is based on the achievement of targets for the Company as a whole. Criteria are based on the result of a number of, primarily, quantitative parameters, against stated targets. Quantitative parameters relate to the Company’s share price performance, the Company’s net asset value per share and operational themes of respective financial years. Other senior executives, with the exception of the CEO, are also subject to a discretionary parameter. Overall, the criteria shall contribute to the Company’s business strategy, long-term interests, and sustainability with well-defined links to these and thus to the Company’s long-term capacity to create value. Performance related to these criteria is presented in the Company’s revised year-end financial statements. Compensation shall constitute no more than 100 per cent of basic salary for the CEO and 80 per cent for other senior executives. At full outcome, compensation may amount to a maximum of 43 per cent of the total remuneration excluding LTI for the CEO and 40 per cent of total remuneration excluding LTI for other senior executives. Variable compensation shall not be pensionable. Compensation amounts are prepared by the remuneration committee and approved by the Board once the qualification period has passed. Remuneration is then paid. The Company has no contractual right to demand the repayment of remuneration once paid.

Long-Term Incentive programme, (LTI)
With the aim of aligning the interests of senior executives with those of shareholders, to encourage senior executives’ acquisition of equity in the Company, and in addition to the annual variable remuneration described above, a long-term incentive programme with the following main components is offered to the Company’s senior executives:

  1. If a senior executives, during a given time period and within the auspices of LTI, buys equity up to a certain amount, the Company shall match this with a cash payment of the same amount, compensating the senior executive’s marginal tax liability, in the form of a one-off payment, (”the matching amount”). The senior executive shall use this amount to acquire shares in the Company. The executive is contractually obliged to hold these shares for at least three years.
  2. If the terms and conditions in point (iii). are met, the Company shall make an additional one-off payment (”the performance amount”). The senior executive shall use the performance amount, net of tax, to acquire equity in the Company. The executive is contractually obliged to hold these shares for at least one year.
  3. The criteria for the payment of the performance amount include that senior executives are still employed by the Company; that they have retained their acquired shares according to the stipulations of point (i). throughout the period, and that the Board has confirmed that performance targets regarding the Company’s annual total sales up to 2023 have been met.
  4. In the event of the LTI programme being fully subscribed, the cost to the Company in terms of the matching amount, including social charges, shall not exceed SE 1.3M, while the cost of the performance amount, including social charges, shall not exceed SEK 5.0M.

Equivalent long-term incentive programmes will apply for all other Company employees.

Other benefits

Pension benefits
The contractual retirement age for the CEO and other senior executives is 65. All pension benefits for senior executives are defined. This means that the Company pays individually agreed defined pension contributions. The Company has no additional pension liabilities.

Company car etc.
The CEO is entitled to a company car. In addition, all senior executives have standard health insurance cover.

Other benefits include a maximum 17 per cent of total remuneration excluding LTI and on the assumption of 50 per cent STI yield.

Period of notice and severance pay
Senior executives’ employment or assignment contracts shall be valid until further notice or for specific time periods. In the event of the Company terminating an employment or assignment contract, the CEO has the right to a period of notice of 12 months. The CEO is required to give a 12-month period of notice if he or she terminates their employment. The CEO is entitled to severance pay corresponding to 12 months’ salary if employment is terminated by the Company. Severance pay is not paid on retirement. For other senior executives, a six-month notice period applies in the event of termination by the Company. Other senior executives are not entitled to severance pay. During notice periods, existing employment contracts and associated benefits will continue to apply. In cases where severance pay is to be paid, no other benefits will be paid for the period after the expiry of the notice period.

Salary and conditions of employment
In preparing the Board’s proposed guidelines for remuneration of senior executives, salaries, and conditions of employment for Company employees were also considered. Details about employees’ total remuneration, compensation components, compensation increases and rates of increase over time informed the decision making of the remuneration committee and the Board in terms of evaluating the suitability of the guidelines and the limitations that flow from them.

Decision process
The Board shall present new guideline proposals when significant changes to guidelines are necessary, but at least every four years. The Board’s proposals are prepared by the Board’s remuneration committee. The Chairman of the Board may chair the remuneration committee. Other members of the remuneration committee, elected by the AGM, shall be independent of the Company and Company management. If the Board finds it more expedient to do so, the entire Board may perform the tasks of the remuneration committee, provided that Members of the Board who also have Company management roles do not participate in such tasks.

The remuneration committee shall, inter alia, follow and evaluate the implementation of the guidelines for senior executive remuneration approved by the AGM. Once the remuneration committee has prepared its proposal, it is submitted to the Board for approval. When the Board considers and approves remuneration-related matters, neither the CEO nor other members of Company management shall be present, insofar as they are subject to such matters.

If an AGM decides not to adopt guidelines on the basis of a proposal of such, the Board shall submit a new proposal no later than the subsequent AGM. In such cases, compensation shall be paid in accordance with existing guidelines or, in the absence of existing guidelines, in accordance with Company praxis.

Work on these areas is supported with external advice when deemed necessary.

Review of guidelines
A review of the guidelines for senior executives’ compensation was conducted due to amendments made to the Companies Act that took effect on 10 June 2019. The proposed amendments are not expected to result in any significant change to compensation levels currently paid under existing guidelines.

Item 17 – Resolution on authorization for the Board of Directors to decide on the acquisition of the Company's own shares

I. Background

In order to be able to adapt the Company's capital structure to its capital requirements from time to time and thereby contribute to increased shareholder value, the Board of Directors proposes that the AGM authorizes the Board to decide, during the period until the next AGM, to acquire its own shares as set out below. It is proposed that shares repurchased under such an authorization would be cancelled at the 2021 AGM.

The Board of Directors proposes that the 2020 AGM make its decisions in accordance with the following proposal.

II. The Board's proposal for a decision

The Board of Directors is authorized, during the period until the next AGM, to decide on the acquisition of shares in the Company as follows:

1. Acquisitions of shares may not exceed an amount that following the transaction results in the Company holding more than 10 per cent of the total number of shares in the Company.

2. Acquisitions may be made

i. by trading on the Nasdaq Stockholm (the "Exchange"), or

ii. in accordance with an acquisition offer to all Company shareholders.

3. Acquisitions on the exchange may only take place at a price per share that is within the quoted price range at any given time.

4. Acquisition of shares through an offer to all Bure shareholders may only take place at a price which at the time of the offer is not less than the market value of the shares and which exceeds the market value by a maximum of 20 per cent.

5. Payment for shares shall be made in cash.

6. Acquisition of shares may take place on one or more occasions.

Item 18 – Resolution on authorization of the Board to decide on a new share issue
The Board of Directors proposes that the AGM authorizes the Board of Directors, prior to the 2021 AGM, on one or more occasions, to decide on the issue of shares, with or without deviating from the shareholders' preferential rights. Shares may be issued against cash payment, offset, or transfer of contingent property or with other conditions referred to in chapter 13, section five, and the first part of section 6 of the Swedish Companies Act. Furthermore, the Board has the right to determine the terms of an issue. The issue price shall be determined by market conditions and the number of newly issued shares may not exceed ten per cent of the number of outstanding shares on the date of this notice.
 
The reason for deviating from the right of pre-emption and the right to decide on offsets, in kind or other conditions referred to in the Companies Act is that the Company should be able to issue shares in order to continuously adjust the Company's capital structure to match the Company's capital needs and thereby contribute to increased shareholder value.

Item 19 – Motion to amend the Company’s Articles of Association
The Board of Directors proposes that the AGM takes a decision to amend the Company’s Articles of Association. According to a proposed amendment to the Swedish Companies Act, the record date for a general meeting of listed companies applies six business days before the AGM. It is proposed that the amendment enters into force on September 3, 2020. The Board therefore proposes to amend the corresponding provision in the Company’s Articles of Association. Furthermore, some editorial changes are proposed due to changes already made to the law. The proposed wording is shown below.

§ 1 Company name

The Company's corporate name is Bure Equity AB (publ.). The Company is publicly listed.
§ 9 (ii) Notification of, and the right to attend the AGM

Shareholders who wish to participate in discussions at the AGM must submit a notification to the Company no later than 12pm on the date stated in the notice of the AGM. This day must not fall on a Sunday, any other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, and not later than five working days before the AGM.

§ 11, Reconciliation company

The Company's shares must be registered in a reconciliation register in accordance with the Swedish Companies Act (1998: 1479) on central securities depositories and the accounting of financial instruments.

Majority requirements
For decisions to be valid on items 17, 18 and 19 shown above, resolutions must be supported by shareholders representing at least two thirds (2/3) of the number of votes cast and the number of shares represented at the AGM.

Authorization
It is proposed that the CEO, or an individual appointed by the CEO, be authorized to make such necessary and minor adjustments to enable registration of resolutions with the Swedish Companies Registration Office.

Other
On the date of publication of this notice, the total number of shares and votes in the Company amounted to 68,971,921.

Shareholders are reminded of their right to request information from the Board of Directors and CEO during the AGM in accordance with chapter 7, paragraph 32 of the Swedish Companies Act.

Annual report and other documentation
The annual report and audit report for the 2019 financial year were published on April 2, 2020. The Nomination Committee and Board of Directors’ complete resolution proposals, including supporting documents will be made available to shareholders at Bure Equity AB’s offices at Nybrogatan 6 in Stockholm, and on the Company’s website (bure.se), no later than May 21, 2020, and posted to all shareholders who request copies and provide their mailing address.

Processing of personal data
For information on how personal data is processed regarding the AGM, please see: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf. (In Swedish).

Stockholm, May 2020
The Board of Directors of Bure Equity AB
_____________________

Bure Equity AB (publ.), corporate identification number 556454-8781
Nybrogatan 6, 114 34 Stockholm
Tel. +46 (0) 8 614 00 20 Fax +46 (0) 8 614 00 38
info@bure.se bure.se

Bure postpones the Annual General Meeting

Due to the great uncertainty caused by the extensive dissemination of covid-19, Bure's Board of Directors has decided to postpone the Annual General Meeting to a later date.

The Annual General Meeting was originally scheduled to be held on May 6, 2020 at the IVA Conference Center, Wallenbergsalen, Grev Turegatan 16, Stockholm.

Bure will returns with a notice to the AGM no later than four weeks before the new date. The Board's previously announced dividend proposal may be revised in connection with this. The meeting will be held in accordance with current legislation.

Bure Equity AB (publ)