ELECTION OF BOARD MEMBERS
Sitting Board members Björn Björnsson, Kjell Duveblad, Håkan Larsson, Ann-Sofi Lodin and Board Chairman Patrik Tigerschiöld were re-elected. At the statutory meeting following the AGM, Håkan Larsson was appointed as Deputy Chairman.
No dividend will be paid for the financial year 2006.
SHARE AND SHARE OPTIONS PROGRAMMES IN THE SUBSIDIARY ENERGO-RETEA GROUP AB
The AGM authorised the implementation of share and share option programmes in the subsidiary Energo-Retea Group AB (ERGAB). The employees will be given the opportunity to acquire shares and share options. The total number of shares and options offered corresponds to 5.8 per cent of the share capital in ERGAB. The offer will be made at a fair market value determined on the date of grant. The number of participants is no more than 20, all of whom are senior executives in ERGAB. The options have a term of 5 years and may be exercised to purchase shares during the period from 1 May until 30 May 2012 or such earlier date when the company’s shares are listed or transferred to another party. The exercise price will be the estimated current market value of the share indexed by 10 per cent annually, equal to SEK 177,156 at the expiry date. The market value, by which the acquisition price has been determined under the conditions of the offer, is based on a valuation performed by Öhrlings PricewaterhouseCoopers AB (ÖPWC) and amounts to SEK 110,000 per share and SEK 8,085 per share option.
SHARE OPTIONS PROGRAMME IN THE SUBSIDIARY VITTRA AB
The AGM authorised the implementation of a share option programme in the subsidiary Vittra AB. The programme refers to options to acquire shares in Vittra AB, which also owns the subsidiaries Vittra Utbildning AB, IT Gymnasiet Sverige AB and Framtidsgymnasiet i Göteborg AB. The number of options offered corresponds to 4.1 per cent of Bure’s shareholding in the company (410 options). The number of participants is no more than 15, all of whom are senior executives in Vittra AB. The options have a term of 5 years and may be exercised to purchase shares during the period from 1 May until 30 May 2012 or such earlier date when company’s shares are listed or transferred to another party. The exercise price is the estimated current market value of the share indexed by 10 per cent annually, equal to SEK 72,473 at the expiry date. The market value, by which the acquisition price has been determined under the conditions of the offer, is based on a valuation performed by ÖPWC and amounts to SEK 3,332 per share option.
REDUCTION AND INCREASE IN THE COMPANY’S SHARE CAPITAL
Because the company has repurchased a total of 31,332,000 treasury shares, the AGM resolved to reduce the company’s share capital through redemption of the treasury shares without compensation. At the same time, the AGM resolved to increase the company’s share capital through a bonus issue in the same amount, SEK 23,499,000, through the transfer of SEK 23,499,000 from non-restricted equity. The resolution will be registered at the earliest on 16 June 2007. No new shares will be issued in connection with the increase in share capital.
REPURCHASE AND SALE OF SHARES
The AGM authorised the Board of Directors to acquire and sell the company’s treasury shares during the period until the next Annual General Meeting. After the buy-back, Bure may hold a maximum of 10 per cent of all issued shares in the company.
REPURCHASE OF WARRANTS
Furthermore, the AGM authorised the Board of Directors to repurchase the company’s listed warrants of series 2003/2007 for a total sum of SEK 753,200,000 during the period ending 15 June 2007.
CASH ISSUE WITH EXCLUSION OF THE SHAREHOLDERS' PRE-EMPTIVE RIGHTS
The AGM authorised the Board, during the period until the next AGM and with exclusion of the shareholders’ pre-emptive rights, to issue a number of not more than 9 shares to Swedbank AB (publ), whereby the share capital may be increased by a maximum amount of SEK 6.75.
The motive for exclusion of the shareholders’ pre-emptive rights is for the company to thereby achieve the necessary conditions for the decided consolidation of the company’s shares (1-for-10 reverse split) in the most simple and cost-effective manner.
AMENDMENT TO THE ARTICLES OF ASSOCIATION (1-FOR-10 REVERSE SPLIT)
The AGM resolved in favour of a reverse split whereby 10 existing shares shall grant entitlement to 1 new share. The execution date for VPC’s consolidation of shares was preliminary set at Friday, 6 July 2007.
The AGM adopted amendments to the Articles of Association, whereby § 5 will now read: “The number of shares shall be no fewer than 40,000,000 and no more than 160,000,000”.
REDUCTION OF THE COMPANY’S SHARE CAPITAL THROUGH A REDEMPTION OF SHARES
The AGM authorised the Board to implement a redemption programme amounting to no more than SEK 922,400,000. The final size of the redemption programme is dependent on the total of the company’s repurchase of treasury shares and warrants of series 2003/2007, whereby the programme may not exceed an amount equal to the sum of SEK 922,400,000 less the amount utilised for the repurchase of treasury shares and warrants of series 2003/2007 during the period from 27 April 2007 until 15 June 2007 and the unrealised exercise proceeds attributable to the repurchased warrants.
The redemption programme will be carried out through an offer to the shareholders, which has been preliminarily scheduled for 9 August 2007. The final application date for redemption has been preliminarily set at 7 September and payment is expected to be made during September 2007.
INCREASE IN THE SHARE CAPITAL THROUGH A BONUS ISSUE
The AGM authorised the Board of Directors to increase the company’s share capital through a bonus issue in an amount that is dependent on the final size of the voluntary redemption programme according to the above. The bonus issue may thereby amount to between SEK 0 and SEK 175,000,000. No new shares shall be issued in connection with the increase in share capital.
Gothenburg, 27 April 2007
Bure Equity AB (publ)
//bure.se/wp-content/uploads/sites/23/2015/05/Bure_240.jpg 0 0 Martin Ekström //bure.se/wp-content/uploads/sites/23/2015/05/Bure_240.jpg Martin Ekström2007-04-27 06:25:002007-04-27 06:25:002007 Annual General Meeting of Bure Equity AB
Key items of business at the Annual General Meeting (AGM) of Bure Equity AB (publ) on 26 April 2007: