Shareholders who wish to participate in the Annual General Meeting ("AGM") must be recorded in their
own names in the register of shareholders maintained by VPC AB (the Nordic Central Securities Depository) no later than 12 p.m. on Thursday, 17 April, 2008, and must notify the company no later than 12 p.m. on Thursday, 17 April in one of the following ways: by writing to Bure Equity AB, Box 5419, SE 402 29 Göteborg, Sweden; on the company’s website www.bure.se, by telephone +46 31 708 64 39; by fax +46 31 708 64 82; or by e-mail: email@example.com.
When notifying the company, shareholders must state their name, address, telephone number and personal/corporate identity number.
To be entitled to participate in the AGM, shareholders whose shares are registered in the name of a trustee must have their shares temporarily re-registered in their own name with VPC AB. Shareholders must notify their trustees well in advance to ensure that an entry is made in the register of shareholders by Thursday, 17 April, 2008.
Shareholders who wish to be represented by a proxy must submit a dated form of proxy. The original proxy document must be mailed to the company at the above address well in advance of the AGM. Proxies representing a legal entity must attach a certificate of registration or corresponding proof of authorisation.
1. Opening of the AGM
2. Election of a Chairman of the AGM
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to check and sign the minutes
6. Determination as to whether the AGM has been duly convened
7. Address by the President
8. Presentation of the annual report and the audit report as well as the consolidated financial statements and the audit report for the Group
9. Resolutions regarding
a) adoption of the profit and loss account and balance sheet as well as the consolidated profit and loss account and consolidated balance sheet,
b) allocation of the company’s profit or loss according to the adopted balance sheet,
c) discharge from liability of the members of the Board of Directors and the Managing Director;
10. Determination of the number of Board members and deputies to be elected by the AGM
11. Determination of Board of Directors’ fees
12. Election of Board members and the Board Chairman
13. Determination of auditors’ fees
14. Appointment of auditors
15. Resolution regarding amendments to the Instructions for the Nominating Committee
16. Resolution regarding amendment to the Articles of Association (§ 3 - Operations)
17. Resolution regarding principles for remuneration and other terms of employment for senior executives
18. Resolution regarding:
a) reduction of the company’s share capital through a redemption of treasury shares
b) increase in the company’s share capital through a bonus issue
19. Resolution regarding authorisation for the Board to decide on the repurchase and resale of treasury shares
20. Other business
21. Closing of the AGM
THE NOMINATING COMMITTEE´S PROPOSAL FOR RESOLUTIONS
The Nominating Committee – consisting of Ulf Strömsten, Catella Kapitalförvaltning/Fonder, Peter Rudman, Nordea Fonder, Henrik Blomquist, Skanditek Industriförvaltning, and Patrik Tigerschiöld, Chairman of Bure Equity AB – has submitted the following proposals for resolution on items 2 and 10-15:
Item 2 – Chairman of the AGM
Election of the Chairman of Bure Equity AB, Patrik Tigerschiöld, as Chairman of the AGM.
Item 10 – Number of Board Members
The number of Board Members shall remain five.
Item 11 – Board of Directors’ fees
The remuneration of Board Members, who are not receiving a salary from the company, shall remain SEK 160.000 per year and shall remain SEK 350.000 per year for the Chairman.
Item 12 – Board Members and Chairman
Re-election of Patrik Tigerschiöld as Chairman and re-election of Board members Björn Björnsson, Kjell Duveblad, Håkan Larsson and Ann-Sofi Lodin.
Item 13 – Auditors’ fees
Remuneration to the Auditors shall be paid according to approved account.
Item 14 – Auditors
Re-election for a period of mandate of four years of the registered public accounting firm Ernst & Young AB with Authorised Public Accountant Staffan Landén as new auditor in charge and Authorised Public Accountant Björn Grundvall as deputy auditor in charge.
Item 15 – Amendments to the Instructions for the Nominating Committee
Adoption of amended Instructions for the Nominating Committee, meaning the insertion of a new item 2.2 with the wording: "The Nominating Committee shall have the right to, on account of the company, incur reasonable costs for recruitment of new board members." The former item 2.2 therefore will become item 2.3 and the former item 2.3 will become 2.4.
The aforementioned proposals by the Nomination Committee are supported by shareholders representing approximately 39 per cent of the number of votes for all shares in the company at 29 February 2008.
THE BOARD'S PROPOSALS FOR RESOLUTIONS
Item 9 b) - Appropriation of profits
The Board of Directors proposes a cash dividend of SEK 1,00 per share. As record day is suggested Monday, 28 April, 2008. With this record date payment of dividends is estimated on Friday, 2 May, 2008.
Item 16 - Amendment to the Articles of Association (§ 3 - Operations)
Amendment to § 3 of the Articles of Association. Present wording: “The object of the Company is to invest in and develop companies in order to create value growth for the Company’s shareholders. The Company shall operate as an investment company.” Proposed new wording: "The object of the Company is to invest in and develop companies in order to create value growth for the Company’s shareholders and supply administrative services for companies where the Company owns shares or stakes, and carry out business related thereto.
Item 17 - Principles for remuneration and other terms of employment for senior executives.
The Board’s proposal for resolution regarding principles for remuneration and other terms of employment for senior executives contains the following main points and is in full compliance with the principles approved by the Annual General Meeting 2007.
Bure shall offer a total compensation package that is market-based and enables the company to recruit and retain leading senior executives. Remuneration to senior executives shall consist of fixed salary, variable remuneration, pension and other forms of compensation. Together, these form parts of the individual’s overall compensation. In order to encourage key personnel to align their long-term objectives with those of Bure’s shareholders, these individuals shall be offered incentives in the form of share-based instruments, in addition to salary, pension and other forms of compensation.
Fixed salary shall take into account the individual’s areas of responsibility and experience, and shall be reviewed yearly. Variable remuneration shall be based on simple and transparent models and shall generally not exceed fixed salary. Pension terms shall be comparable to those applicable to equivalent senior executives in the market, and shall be based on defined contribution pension solutions. The combined amount of termination benefits and severance pay shall not exceed 24 monthly salaries for the CEO, or 12 monthly salaries for other senior executives.
Item 18 a) – Reduction of the company’s share capital through a redemption of treasury shares
Based on an authorisations granted by previous general meetings, Bure has carried out a repurchase of treasury shares. Bure holds a total of 5,738,200 treasury shares, corresponding to approximately 5.83 per cent of all registered shares in the company. Since the Board does not intend to use the treasury shares for any particular purpose, the Board has deemed it appropriate to redeem the treasury shares. In respect of this, the Board proposes that the AGM resolve to reduce the company’s share capital by an amount of SEK 49,115,686.81 through redemption of the 5,738,200 treasury shares without compensation. The motive for the reduction is to transfer the amount by which the share capital is reduced to non-restricted equity so that it may be used for the repurchase of treasury shares.
Item 18 b) – Increase in the company’s share capital through a bonus issue
As part of the redemption of treasury shares – conditional on the AGM’s approval of the Board’s proposal under item 18 a) above – the Board proposes that the AGM resolve to increase the company’s share capital by means of a bonus issue of SEK 49,158,067.58 through the transfer of SEK 49,158,067.58 from non-restricted equity, whereby no new shares shall be issued in connection with the increase in share capital.
The motive for the Board’s proposal is to enable execution of the resolution according to item 18 a) above without the delay otherwise associated with application for permission from the Swedish Companies Registration Office if the company at the same time takes such measures whereby neither the company’s restricted equity nor its share capital are reduced.
Item 19 – Authorisation for the Board to decide on the repurchase and resale of treasury shares
Bure holds 5,738,200 treasury shares, corresponding to approximately 5.83 per cent of all registered shares in the company. According to the Board’s proposal, the Board would be authorised, on one or several occasions before the next AGM, to repurchase a maximum number of shares whereby Bure’s holding of treasury shares at no time exceeds 10 per cent of all registered shares in the company and provided that there is still full coverage for the company’s restricted equity following the repurchase. The repurchase of shares shall be transacted on the Nordic Stock Exchange in compliance with the applicable laws and generally accepted practices in the stock market at any given time. Furthermore, the proposal would authorise the Board, during the period until the end of the next AGM, to resell the total number of treasury shares held by Bure at any given time. The resale of shares shall be transacted on the Nordic Stock Exchange or otherwise with exclusion of the shareholders’ pre-emptive rights. A resale shall be carried out in compliance with the applicable laws and generally accepted practice in the stock market at any given time. The motive for the Board’s proposal is to enable the Board to adapt the capital structure to the company’s needs and thereby contribute to increased shareholder value, and to provide opportunity to use the shares as consideration in connection with future acquisitions. The Board’s proposal for resolution on authorisation would, taking into consideration that 5.738.200 shares have been redeemed in accordance with the proposal for resolution in item 18 a), provide opportunity for the Board to repurchase no more than 9,263,963 shares, which at a market price of SEK 36,00 per share corresponds to a total of SEK 333,502,668.00.
For the resolutions regarding items 16, 18 a) and 19 to be valid in accordance with the above proposal, it is required that the resolutions have been supported by shareholders with two thirds of both the votes cast and the shares represented at the AGM.
It is proposed that the President, or individual so appointed by the President, be authorised to make such necessary and minor changes as are required to enable registration of the resolutions with the Swedish Companies Registration Office.
ANNUAL REPORT AND OTHER DOCUMENTS
The annual report and audit report for the 2007 fiscal year and the complete proposals for resolution on items 9 b) and 15-19 will be made available to the shareholders in Swedish language versions at Bure Equity AB’s office on Mässans Gata 8 in Gothenburg, and on the company’s website www.bure.se, as from Wednesday, 9 April, 2008. The documents will also be sent by mail to all shareholder who so request and provide their mailing address.
Göteborg, March 2008
The Board of Directors
//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 Ekström2008-03-25 07:30:002008-03-25 07:30:00NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that you are invited to the Annual General Meeting of Bure Equity AB (publ), to be held at 3 p.m. in the Chalmers student union building, conference room RunAn, Chalmersplatsen 1, Göteborg, on Wednesday, 23 April, 2008. The doors will open at 2 p.m.