Directed share issue in Bure of 1,000 MSEK

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, ISRAEL, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES.

Bure Equity AB (publ), (“Bure Equity” or the “Company”) (Nasdaq Stockholm: BURE) hereby announces that the Company has completed the bookbuilding procedure in the directed share issue which was communicated in a press release on 10 June 2020, and which will raise 1,000 MSEK in gross proceeds (the “Directed Share Issue”).

The subscription price in the Directed Share Issue has been determined to SEK 193 per share by way of an accelerated bookbuilding procedure. The subscription price corresponds to 100 per cent of estimated NAV per share based on closing prices per 10 June 2020. During the last 20 trading days per 10 June 2020, Bure’s share price has on average corresponded to 100 per cent of estimated NAV[1].
A number of Swedish institutional investors, including Ramsbury Invest, AP4, SEB-stiftelsen, Formica Capital and Lottie Tham and family, participate in the Directed Share Issue, which in total amount to 5,175,000 shares.

The background of the Directed Share Issue is that Bure sees good opportunities to expand its business through investments in both existing and new holdings, which is expected to benefit all shareholders. In addition, the Directed Share Issue will, in a timely and cost-effective manner, diversify and strengthen the shareholder base with well-established investors.

By establishing the subscription price in the Directed Share Issue through an accelerated bookbuilding procedure, it is the assessment of the board of directors that the subscription price accurately reflects current market conditions and demand.

Consummation of the Directed Share Issue is, among other things, subject to adoption of the proposed share issue authorisation by the annual general meeting today, on 11 June 2020, and a final resolution on the Directed Share Issue by the board of directors based on the authorisation.

“We are very pleased that such established and well-respected investors have chosen to participate in the directed share issue. My ambition is to continuously develop Bure’s business and portfolio companies and thereby create value for the shareholders. Further capital better enables Bure to invest in both the existing portfolio and in new companies”, comments Henrik Blomquist, CEO of Bure.

“The outcome of the directed share issue is a testimony of Bure’s long-term ownership philosophy and ability to create sustainable values over time”, comments Patrik Tigerschiöld, Chairman of Bure.

Through the Directed Share Issue, the Company’s share capital will increase by SEK 40,180,204 from SEK 535,518,034 to SEK 575,698,238 by new issue of 5,175,000 ordinary shares, resulting in the total number of shares increasing from 68,971,921 shares to 74,146,921 shares. The Directed Share Issue will result in a dilution of 7.0 per cent of the capital and 7.0 per cent of the votes for existing shareholders based on the total number of shares and votes in the Company after the Directed Share Issue. It is expected that investors in the Directed Share Issue will be delivered their shares around 22 June 2020.

Skandinaviska Enskilda Banken AB has been Sole Bookrunner in the Directed Share Issue and Kanter Advokatbyrå KB has been legal adviser to Bure.

The Tigerschiöld and Björkman families have confirmed their intentions to remain as long-term owners in Bure.

For more information, contact:

Henrik Blomquist, CEO
henrik.blomquist@bure.se
Telephone: +46 (0) 70 824 44 74

EU Market Abuse Regulation

This information is such information as Bure Equity AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 08:00 CEST on 11 June 2020.

Important information

Publication, distribution or release of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from Bure nor from anyone else.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Directed Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement does not constitute a recommendation concerning any investor’s option with respect to the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be published, distributed or released, directly or indirectly, in whole or in part, within or into the United States of America, Australia, Canada, Hong Kong, Israel, Japan, New Zeeland, South Africa, Switzerland or in any other jurisdiction where such publication, distribution or release of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of Regulation 2017/1129 of the European parliament and of the council (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Bure has not authorised any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

This press release is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this press release must satisfy themselves that it is lawful to do so.

This press release may contain forward-looking statements which reflect Bure’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

[1] Bure’s estimated NAV is based on public information and calculated by (i) multiplying the Company’s listed shareholdings with the respective companies’ closing prices, (ii) adding the unlisted holdings from the Company’s latest interim report, (iii) adding the cash position from the Company’s latest interim report and (iv) adjusting for acquisitions of shares after the end of the period for the latest interim report (see separate press releases for acquisitions of shares in Mentice 9 April 2020 and Cavotec 11 May 2020).

Bure intends to carry out a directed share issue of 800 – 1,000 MSEK

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, ISRAEL, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES.

Bure Equity AB (publ), (“Bure” or the “Company”) (Nasdaq Stockholm: BURE) sees good opportunities to expand its business through investments in both existing and new holdings as well as to further strengthen the shareholder base. In light of this, Bure intends to carry out a directed share issue to Swedish and international institutional investors (the “Directed Share Issue”). Bure has retained SEB Corporate Finance, Skandinaviska Enskilda Banken AB (“SEB”) to act as Sole Bookrunner (the “Sole Bookrunner”) in connection with the Directed Share Issue.

“Bure has a long history of developing successful companies, which has led to an increasing number of new investments opportunities. The directed share issue enables us, in a time and cost-effective manner, to act on more opportunities, accelerate Bure´s growth and thereby create value for all shareholders”, comments Henrik Blomquist, CEO of Bure.

Consummation of the Directed Share Issue is, among other things, subject to adoption of the proposed share issue authorisation by the annual general meeting on 11 June 2020 and a final resolution on the Directed Share Issue by the board of directors based on the authorisation.

The subscription price and the total number of new shares in the Directed Share Issue will be determined by way of an accelerated bookbuilding procedure (the “Bookbuilding”). By establishing the subscription price in the Directed Share Issue through an accelerated bookbuilding procedure, it is the assessment of the board of directors that the subscription price will accurately reflect current market conditions and demand. It is intended that 800-1,000 MSEK in gross proceeds will be raised from the Directed Share Issue.

The Bookbuilding will start immediately following this announcement. Pricing and intended allocation of the new shares in the Directed Share Issue is expected to take place before beginning of trading on Nasdaq Stockholm at 09:00 CEST on 11 June 2020. The exact timing of closing of the Bookbuilding, pricing and allocation is at the discretion of the Company and the Sole Bookrunner. Bure will announce the outcome of the Directed Share Issue immediately after closing of the Bookbuilding in a subsequent press release.

The Tigerschiöld and Björkman families have confirmed their intentions to remain as long-term shareholders in the Company.

For more information, contact:

Henrik Blomquist, CEO
henrik.blomquist@bure.se
Telephone: +46 (0)70 824 44 74

EU Market Abuse Regulation

This information is such information as Bure Equity AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 17:31 CEST on 10 June 2020.

Important information

Publication, distribution or release of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from Bure nor from anyone else.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Directed Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement does not constitute a recommendation concerning any investor’s option with respect to the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be published, distributed or released, directly or indirectly, in whole or in part, within or into the United States of America, Australia, Canada, Hong Kong, Israel, Japan, New Zeeland, South Africa, Switzerland or in any other jurisdiction where such publication, distribution or release of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of Regulation 2017/1129 of the European parliament and of the council (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Bure has not authorised any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

This press release is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this press release must satisfy themselves that it is lawful to do so.

This press release may contain forward-looking statements which reflect Bure’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

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 HAS AQUIRED SHARES IN YUBICO AB

Yubico has completed a directed share issue to Meritech Capital Partners, a venture capital firm based in Pal Alto, California. In connection with the rights issue, Bure will acquire 140,000 shares from existing shareholders for a total of SEK 50m. After the transaction Bure will own 18,8% of the capital and votes in the company before dilution.

As a result of the transaction and in accordance with IFRS 9, Bure has increased the value of its holding in Yubico by SEK 507m compared to book value at the end of the second quarter 2019. Following the transaction, the total book value of Bure’s holding in Yubico amounts to SEK 989m.

Bure Equity AB (publ)

Year-end report January-december 2018

Correction in press release: In this press release, reference to legislation has been corrected.

January – December 2018

  • Net asset value amounted to SEK 137.1 per share compared to SEK 111.7 at year-end 2017, which corresponds to an increase of 22.7 per cent. Net asset value per share including dividends paid of SEK 2.0 per share increased 24.5 per cent in 2018.
  • Bure’s net asset value was SEK 9,454M compared to SEK 7,743M at the start of the year.
  • Total return on the Bure share was 12.7 per cent. The SIX Return Index fell 4.4 per cent in 2018.
  • Consolidated profit after tax was SEK 1,821M (834). Earnings per share amounted to SEK 26.3 (12.0).

Fourth quarter 2018

  • Net asset value per share was SEK 137.1 compared to SEK 125.2 the start of the quarter, which corresponds to an increase of 9.5 per cent.

Subsequent events

  • Net asset value amounted to SEK 156.4 per share on 21 February 2019, which corresponds to an increase of 14.1 per cent since the beginning of the year.
  • Cavotec conducted a rights issue valued at SEK 204M in January 2019. Bure subscribed for SEK 76M of shares. Bure’s shareholding in Cavotec amounted to 27.1 per cent following the rights issue.
  • Ovzon carried out a rights issue valued at SEK 748M in January 2019. Bure subscribed for SEK 113M of shares. Bure’s shareholding amounted to 14.3 per cent following the rights issue.
  • Bure divested 2 million shares in Mycronic for SEK 262M for an exit gain of SEK 237M i February 2019. Bure’s shareholding amounted to 27.9 per cent following the transaction.
     

Comments from the CEO

In 2018, Bure’s net asset value climbed to SEK 9,454M, which is equivalent to an increase of 24.5 per cent or SEK 1,850M including dividends paid. Bure has thus increased net asset value for seven consecutive years!

The majority of portfolio companies contributed positively to the increase in Bure’s net asset value. Listed portfolio companies accounted for the lion’s share of the improvement with an increase of SEK 1,662M. The strong trend for listed companies was a reward for their successes during the year with many of the companies reporting record results. Sales as well as profit growth in Mycronic, Vitrolife, Medcap and Xvivo was extremely impressive. During the year, the unlisted companies also contributed with SEK 353M. This was primarily due to the revaluation of the value of Yubico in accordance with IFRS 9.

Ovzon joined our portfolio of companies during the year. Having followed the company for a number of years, Bure was a so-called anchor investor when the company listed in May. The company, whose business idea is to provide mobile broadband via satellite, is poised for an exciting future. The company’s ambition is to launch its own geo-positioned satellite in 2021, and thereby further develop its unique communication services. The year also saw additional investments made in, notably, Cavotec, Yubico and Bure Financial Services.

Intensifying concern over global economic conditions made for a dramatic conclusion to the year. The financial markets fell sharply in general, and Nasdaq Stockholm lost more than 18 per cent from its peaks in the fourth quarter. One year ago, I wrote here that we found ourselves in the latter stages of the economic cycle. In the event, however, 2018 turned out to be a strong year for the majority of the portfolio companies. Uncertainty surrounding future economic conditions persists, but for the time being there are few signs of deteriorating market conditions among the portfolio companies. I therefore look ahead with continued cautiousness tempered, however, with increased readiness.
 

Bure Equity AB (publ)
 

For more information contact:

Henrik Blomquist, CEO
Tel. +46 (0)8-614 00 20
 

This information is information that Bure Equity AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 8:30 SET on 22 February 2019.

Interim report January-December 2017

Interim report January–December 2017

  • Net asset value per share at 31 December 2017 was SEK 111.69, compared to SEK 101.74 at year-end 2016, an increase of 9.8 per cent. Net asset value per share including add-back of the dividend of SEK 2.00 per share increased by 11.7 percent during 2017.
  • Bure’s net asset value increased to SEK 7,743M compared to SEK 7,054M at year-end 2016.
  • Total return on the Bure share decreased 3.3 per cent, while the SIX Return Index increased 9.5 per cent in the same period.
  • Earnings after tax amounted to SEK 834M (1,173). Earnings per share amounted to SEK 12.03 (16.92).

Subsequent events

  • Net asset value per share at 21 February 2018 amounted to SEK 119.34, representing an increase of 6.8 per cent since the beginning of the year.

Comments from the CEO

Bure increased net asset value by 9.6 per cent in 2017, and we entered 2018 as a stronger company. During the year, several portfolio companies improved their results and Bure’s financial position was strengthened. Bure’s two largest portfolio companies continued to impress in 2017. Mycronic’s turnover increased to SEK 3 billion, with profits of SEK 848 million. Growth in Vitrolife continued, amounting to 22 per cent for the year. Sales exceeded SEK 1 billion for the first time, and the company has now reported increasing turnover for 60 consecutive quarters. Fantastic!

In addition to increasing our holding in Cavotec, we invested in the security company Yubico. The company develops solutions for simple and secure access to computers and Internet services. Internet security is set to become an increasingly business-critical issue as digitalisation continues. In June, we divested our holding in Catella: an excellent transaction that resulted in an annual return of 52 per cent.

Looking forward to 2018, I see a pronounced polarisation. Optimists, who are buoyed by the positive trend in global economic activity, and those who are worried about high prices of shares and debt instruments. Recovery from the 2008-2009 crisis is now in its tenth year. There is therefore perhaps little doubt that we now find ourselves in the latter phase of the economic cycle. The likelihood of a rapid slowdown in demand is however hard to justify, so I continue to be positive about market conditions for our portfolio companies. At the same time, you need to be careful with the stock market. Strong profits can defend relatively high valuation multiples, but it is hard to see a continuation in the trend in valuation multiples experienced in recent years. The key thing for 2018 will therefore be to attempt to identify investment opportunities that correspond with this relatively complicated backdrop of expectations.

Bure Equity AB (publ)

For more information contact:

Henrik Blomquist, CEO
Tel. +46 (0)8-614 00 20

 
The information contained herein is subject to the disclosure requirements of Bure Equity AB (publ) under the Swedish Securities Market Act. The information was publicly communicated on 22 February 2018, 8:30 a.m. CET.