NOTICE Shareholders who wish to participate in the Annual General Meeting ("AGM") must be recorded in the register of shareholders maintained by VPC AB (the Swedish Securities Register Centre), no later than noon on Friday, 21 April, 2006, and must notify the company no later than noon on Friday, 21 April, in one of the following ways: by writing to Bure Equity AB, Box 5419, SE-402 29 Gothenburg, Sweden; by fax +46 31-708 64 82; by telephone +46 31 708 64 39; or by e-mail: firstname.lastname@example.org. When notifying the company, shareholders must state their name, address, telephone number and personal/corporate identity number. To be entitled to participate in the meeting, 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 Friday, 21 April, 2006. Shareholders who wish to designate a representative to attend in their place must submit a dated proxy. The original proxy document must be mailed to the company at the above address well in advance of the AGM. A person who represents a legal entity must enclose a copy of the registration certificate or another appropriate document. BUSINESS 1. Opening of the Meeting 2. Election of the Chairman of the Meeting 3. Preparation and approval of the voting list 4. Approval of the agenda 5. Election of one or two persons to attest the accuracy of the minutes 6. Determination of whether the meeting has been duly convened 7. Statement by the President 8. Presentation of the annual report and the auditors’ report as well as the consolidated financial statements and the auditors’ 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 Meeting 11. Determination of the fees for the Board of Directors 12. Election of Board Members and Chairman 13. Determination of auditors’ fees 14. Proposal for resolution regarding amendments to the Instructions for the Election Committee 15. The Board’s proposal for resolution regarding amendments to the Articles of Association 16. The Board’s proposal for resolution on principles for remuneration and other terms of employment for the management 17. The Board’s proposal for the authorization for the Board to decide on the purchase and transfer of the company’s own shares 18. The Board’s proposal for the adoption of the previous General Meeting's authorization for the Board to decide on the purchase of the company’s listed warrants of series 2003/2007 19. Any other business 20. Closing of the AGM PROPOSALS FOR RESOLUTIONS Item 9 b) The Board of Directors proposes that no dividend will be paid for the financial year 2005. The Election Committee – consisting of Henrik Blomquist, Skanditek Industriförvaltning, Torsten Johansson, Handelsbanken Fonder and Handelsbanken Liv, Cecilia Lager, SEB Fonder, and Patrik Tigerschiöld, Chairman of Bure Equity AB – has submitted the following proposal for resolutions relating to items 2,11 and 13 and the handling of the proposals under items 10 and 12. Item 2 – Chairman of the AGM Patrik Tigerschiöld, Chairman of Bure Equity AB, is proposed as the Chairman of the AGM. Item 10 – Number of Board Members The Election Committee has decided to announce its proposal for the number of Board Members on 13 April, 2006, at the latest. Item 11 – Remuneration of Board Members The remuneration of Board Members, who are not receiving a salary from the company, is proposed to be increased to SEK 330,000 (currently SEK 310,000) for the Chairman and SEK 150,000 (currently SEK 140,000) for each of the other Board Members. Item 12 – Board Members and Chairman The Election Committee has decided to announce its proposal for Board Members and the Chairman on 13 April, 2006, at the latest. Item 13 – Remuneration of the Auditors The Election Committee proposes that remuneration to the Auditors is paid in accordance with an invoice approved by the company. The aforementioned proposals by the Election Committee have been supported by shareholders representing approximately 26 per cent of the number of votes of all the shares in the company. Item 14 – Amendment to the Instructions for the Election Committee Shareholders representing approximately 26 per cent of the number of votes in the Company have proposed that the AGM on 27 April, 2006, should amend the Instructions for the Election Committee by inserting a new first paragraph under item 2 “The tasks of the Election Committee” with the wording: “- Election of Chairman of the General Meeting”. Item 15 – Amendment to the Articles of Association The Board of Directors proposes that the AGM adopts new Articles of Association, whereby amendments are made in editorial aspects and that these are adapted so that they are in accordance with the new Swedish Companies Act (SFS 2005:551) - § 4 is proposed to get the following amended wording: “The share capital of the Company shall amount to not less than SEK 300,000,000 and not more than SEK 1,200,000,000.” - § 5 is proposed to get the following amended wording: “The number of shares shall amount to not less than 400,000,000 and not more than 1,600,000,000.” - In § 7 the Swedish word for AGM will be changed in accordance with the new Swedish Companies Act. - The regulation in § 8 as to at which general meeting the auditors are to be elected and the auditors’ term of office is proposed to be deleted. - In § 9 it is proposed that the wording “general meeting” is changed to “Annual General Meeting or any other general meeting” and in consequence hereof an elucidation is given as to notice according item i), amendment in item ii) of the record day from ten to five weekdays and amendment in item iv) 8) where “and deputies” is deleted. - The VPC clause in § 10 is proposed to get a wording in accordance with the new Swedish Companies Act. The present § 10 is changed to § 11. - A new § 10 is proposed to be inserted with the following wording: “The Board of Directors may resolve that persons not being shareholders of the company shall be entitled, on the conditions stipulated by the Board, to attend or in another way follow the discussions at a General Meeting, for instance by electronic communication” - The present § 11 is changed to § 12. The Board of Directors, or the individual appointed by the Board, is proposed to be authorized to make necessary or minor amendments with the aim of making it possible to register the resolution with the Swedish Companies Registration Office (Bolagsverket). Resolution regarding amendments to the Articles of Association is subject to the approval at the AGM with at least 2/3 of both the votes cast and of the shares represented at the Meeting. Item 16 - The Board’s proposal for resolution of principles for remuneration and other employment conditions for the management. The Board’s proposal for principles for remuneration and other employment conditions for the management contains the following main points: Bure shall offer a total compensation package that is in line with the market, which makes it possible to recruit and keep leading senior executive management members. The compensation to the management shall consist of a fixed salary, variable remuneration, pension and other forms of compensation. Together, these form parts of the individual’s overall compensation. The fixed salary shall take into account the individual’s areas of responsibility and experience and be reviewed every year. The variable remuneration shall be based on simple and transparent constructions and shall generally not exceed the fixed salary. Pension conditions shall be in line with the market in comparison to that which applies for the equivalent senior executive management members on the market, and shall be based on defined contribution pension solutions. Termination payments and severance pay together shall not exceed 24 monthly salaries for the chief executive officer, or 12 monthly salaries for other leading senior executive management members. Item 17 – Authorization regarding the purchase and transfer of own shares Bure has previously purchased shares to a number of 1,000,000, equivalent to approximately 0.16 per cent of all shares. The Board of Directors' proposal means that the Board shall be authorized to up to the next AGM, on one or more occasions, purchase a maximum number of shares such that Bure’s ownership does not exceed 10 per cent of all shares in the company at any time. Purchases shall occur on the Stockholm Stock Exchange observing the applicable laws and good practice in the equity market. The Board of Directors’ proposal also means that the Board, for the time up to the outcome of the next AGM, is authorized to transfer the number of shares that Bure owns at that time. The transfer shall be carried out via the Stockholm Stock Exchange or in another way that deviates from shareholders’ preferential rights. When the transfer is made, applicable laws and good practice in the equity market shall be observed. The aim of the Board’s proposal is that the Board shall be able to continually adjust the capital structure to the company’s requirements in order to be able to contribute to increased shareholder value and to be able to transfer shares in conjunction with possible acquisitions. The resolution for authorization for the Board of Directors to purchase and transfer shares is subject to the approval at the AGM with at least 2/3 of both the votes cast and of the shares represented at the Meeting. Item 18 - Authorization regarding the purchase of listed warrants At the Extra General Meeting in Bure on 9 December, 2004, it was decided to reduce the reserve fund by SEK 300 million for the repurchase on the market of the company’s listed warrants of series 2003/2007 in accordance with the Board’s appraisal. In the case that the entire reduction amount has not been used for such repurchases of listed warrants by 15 June, 2007, which in accordance with the option terms is the closing date for the new issue of shares supported by the listed warrants, it was further decided that at the next AGM the Board would suggest resolutions about how the funds that have not been used for such repurchases are to be used. The Board’s proposal means that the authorization now reported is re-approved by the AGM. The purpose of the Board’s proposal for resolution is the same as at the Extra General Meeting on 9 December, 2004, namely to make a possible repurchase of listed warrants when the market conditions are appropriate. ANNUAL REPORT AND OTHER DOCUMENTS The Annual Report and Audit Report for the 2005 financial year, as well as the Board of Directors’ full proposals for resolution under items 9 b) and 14-18, will be available for the shareholders at Bure Equity AB’s office at Mässans Gata 8 in Gothenburg, and on the Company’s website www.bure.se, from Thursday 13 April, 2006, and will be mailed on request to shareholders who give their postal address. Gothenburg, March 2006 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 Ekström2006-03-28 06:25:002006-03-28 06:25:00NOTICE OF ANNUAL GENERAL MEETING 2006
Notice is hereby given that you are invited to the Annual General Meeting of Bure Equity AB (publ), which will be held in Chalmers’ student union building, conference room RunAn, Chalmersplatsen 1, Gothenburg, at 3 pm on Thursday, 27 April, 2006. The doors will open at 2 pm.