Wallenbergsalen, Grev Turegatan 16, Stockholm.
The doors will open at 3 p.m. Coffee will be served before the meeting starts.
Shareholders who wish to participate in the Annual General Meeting (“AGM”)
must be recorded in the register of shareholders maintained by Euroclear Sweden AB no later than Wednesday, 26 April 2017, and
must notify the company of their intention to participate no later than 12:00 p.m. on Wednesday, 26 April 2017, in writing to Bure Equity AB, Nybrogatan 6, SE-114 34 Stockholm, Sweden, by telephone +46 8-614 00 20, by fax +46 8-614 00 38 or by e-mail to firstname.lastname@example.org.
When notifying the company, shareholders must state their name, address, telephone number, personal/corporate identity number and specify whether the shareholder wishes to be accompanied by an assistant (no more than two). Registered participants will receive an admission card that is to be presented at the entrance to the meeting premises.
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 Euroclear Sweden AB. Shareholders must notify their trustees well in advance to ensure that an entry is made in the register of shareholders by Wednesday, 26 April 2017.
Shareholders who wish to be represented by a proxy must submit a dated form of proxy. A proxy may be valid for a maximum of five years if specifically stated. If no period of validity is specified, a proxy is valid for no longer than one year. 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. A proxy form is available on the company’s website www.bure.se and will also be sent by mail to all shareholders who so request and provide their mailing address.
- Opening of the AGM
- Election of a Chairman of the AGM
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination as to whether the AGM has been duly convened
- Address by the CEO
- Presentation of the annual report and the audit report as well as the consolidated financial statements and the audit report for the Group
- Resolutions regarding
a) adoption of the income statement and balance sheet as well as the 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
- Determination of the number of Board members to be elected by the AGM
- Determination of Board of Directors’ fees
- Election of Board members and the Chairman of the Board
- Election of Auditor
- Determination of Auditors’ fees
- Determination of principles for appointment of the Nominating Committee and instructions for the Nominating Committee
- Determination of principles for remuneration and other terms of employment for senior executives
- Resolution regarding authorisation for the Board to decide on the repurchase of treasury shares
- Closing of the AGM
The Nominating Committee’s proposals for resolution
The Nominating Committee ahead of the 2017 AGM consists of Bengt Belfrage (appointed by Nordea Fonder), Patrik Tigerschiöld (appointed by the Tigerschiöld family) and Per Björkman (appointed by the Björkman family). The Nominating Committee appointed Patrik Tigerschiöld as chairman of the Nominating Committee. The main points of the Nominating Committee’s proposals are presented below. The complete proposals and a motivated statement will be made available prior to the AGM together with the other documentation.
Item 2. Election of a Chairman of the AGM
The Nominating Committee proposes that Björn Kristiansson be elected as Chairman of the AGM.
Item 10. Determination of the number of Board member to be elected by the AGM
The Nominating Committee proposes that the Board consist of seven (7) regular members with no deputy board members.
Item 11. Determination of Board of Directors’ fees
The Nominating Committee proposes that fees to the Board of Directors be paid in a total amount of SEK 2,450,000, of which SEK 800,000 shall be paid to the Chairman of the Board and SEK 275,000 to each of the other regular members elected by the AGM.
Item 12. Election of Board members and the Board Chairman
The Nominating Committee proposes re-election of sitting Board members Hans Biörck, Carl Björkman, Bengt Engström, Charlotta Falvin, Sarah McPhee, Patrik Tigerschiöld and Mathias Uhlén. Patrik Tigerschiöld is proposed for re-election as Chairman of the Board.
Item 13. 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 to serve for the period until the end of the 2018 AGM (with Authorised Public Accountant Michael Bengtsson as Auditor in Charge until further notice).
Item 14. Determination of auditor’s fees
The Nominating Committee proposes that fees to the auditors be paid according to approved account.
Item 15. Determination of principles for appointment of the Nominating Committee and instructions for the Nominating Committee
The Nominating Committee proposes that the AGM decide to establish principles for appointment of the Nominating Committee in accordance with the following. The proposal is unchanged from the previous year.
The Chairman of the Board shall – no later than at the end of the third quarter of each year – ensure that the company’s three largest shareholders or shareholder groups in terms of voting power are offered the opportunity to each appoint a representative to the Nominating Committee. The determination of voting power is based on Euroclear Sweden AB’s register of shareholders (groups of shareholders) on 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 from appointing a member to the Nominating Committee, one or more additional shareholder(s) next in order of voting power 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.
The Board’s proposals for resolution
Item 9 b) – Appropriation of profits
The Board of Directors proposes an ordinary dividend of SEK 1.50 per share and an extraordinary dividend of SEK 0.50 per share for the financial year 2016. The proposed record date is 5 May 2017. Provided that this record date is approved, dividends are expected to be disbursed on 10 May 2017.
Item 16 – Principles for remuneration and other terms of employment for senior executives
The Board of Directors proposes that the AGM resolve to approve the Board of Directors’ proposal regarding principles for remuneration and other terms of employment for the CEO and other senior executives in accordance with the following.
Remuneration for the CEO and other senior executives shall consist of basic salary, variable salary, pension and other remuneration. All pension benefits shall be of the defined contribution type. Variable salary is prepared by the Remuneration Committee and resolved by the Board of Directors.
A. Fixed basic salary
The fixed basic salary for the CEO and other senior executives is reviewed yearly. The distribution between basic salary and, where applicable, variable salary, shall be proportionate to the executive’s responsibilities and powers.
B. Variable salary (Short-Term Incentive, STI)
The variable salary for the CEO shall amount to a maximum of 100 per cent of annual salary. For other senior executives, the maximum amount of variable salary shall be equal to 70-100 per cent of annual salary. The variable salary for the CEO and other senior executives is based on the outcome of a number of primarily quantitative parameters in relation to predetermined targets.
The quantitative parameters relate to the company’s share price performance, development of the company’s net asset value per share and the focus issues of the respective financial year. Other senior executives, however not the CEO, shall also be subject to a discretionary parameter. The company’s total cost for the total variable salary shall not exceed SEK 8.9 million (including social security expenses).
C. Long-term incentive plan (Long-Term Incentive, LTI)
For the purpose of aligning the interests of the employees with those of the shareholders, and in order to encourage the employees to acquire shares in the company, a long-term incentive plan, in addition to the annual variable salary described above, shall be applied with regard to all employees in the company according to the following main components:
i. If an employee purchases shares up to a certain amount, during a specific period of time and within the framework of the LTI plan, the company shall match this through a cash contribution in the same amount, compensated for the employee’s marginal tax costs, in the form of a single payment (the “Matching Amount”). The employees shall be entitled to purchase shares for an amount that is proportionate to the size of their basic salary. The employee shall use the Matching Amount to acquire shares in the company. Pursuant to an agreement between the company and the participant, the shares shall be retained for at least 3 years.
ii. If the requirements according to item iii. have been fulfilled, the company shall pay an additional single contribution corresponding to the Matching Amount, but without compensation for the employee’s marginal tax costs (the “Performance Amount”). The employee shall use the Performance Amount (after deduction has been made for the individual’s tax) to acquire shares in the company. Pursuant to an agreement between the company and the participant, the shares shall be retained for at least 1 year.
iii. The criteria for payment of the Performance Amount are, inter alia, that the employee remains employed, that he or she has retained the acquired shares according to item i throughout the entire period, and that the predetermined performance goals regarding the company’s annual total revenue up to 2020 as established by the Board of Directors have been fulfilled.
iv. The total cost to the company for payment of the Matching Amount and the Performance Amount shall not exceed SEK 2.2 million.
To the extent that any Board member elected by the AGM performs work for the company in addition to Board responsibilities, market-based cash compensation shall be payable for such work pursuant to a Board resolution.
The Board of Directors may deviate from these guidelines in individual cases where there is special reason to do so.
Item 17 – Resolution regarding authorisation for the Board to decide on the repurchase of treasury shares
The Board of Directors proposes that the AGM resolve to authorise the Board of Directors to decide on the repurchase of treasury shares in accordance with the following. The repurchase of shares may be transacted only on Nasdaq Stockholm or in accordance with a tender offer to all shareholders in the company. The shares may be repurchased in a maximum number whereby Bure’s holding of treasury shares at no time exceeds 10 per cent of all registered shares in the company after cancellation and on the condition that there is still full coverage for the company’s restricted equity following the repurchase.
The above authorisation may be utilised on one or several occasions during the period ending on the date of the 2018 AGM. The repurchase of shares on the stock exchange may take place only at a price that is within the registered price interval on the stock exchange at any given time.
The motive for the above authorisation for the repurchase of treasury shares is to enable the Board to continuously adapt the capital structure to the company’s needs and thereby contribute to increased shareholder value. The repurchased shares are intended to be cancelled in connection with the 2018 AGM.
For valid decision on item 17 according to the above proposals, the resolution must be supported by shareholders representing at least two thirds (2/3) of both the number of votes cast and the number of shares represented at the AGM.
It is proposed that the CEO, or an individual appointed by the CEO, be authorised to make such necessary and minor changes as are required to enable registration of the resolutions with the Swedish Companies Registration Office.
On the date of publication of this notice, the total number of shares and votes in the company amounted to 69,332,710.
The shareholders are reminded of their right to request information from the Board of Directors and CEO at the AGM in accordance with Chapter 7, 32 § of the Swedish Companies Act.
Annual report and other documents
The annual report and audit report for the financial year 2016 and the Nominating Committee’s and the Board of Directors’ complete proposals for resolution including supporting documents for items 9 and 15-17 will be available to the shareholders at Bure Equity AB’s office at Nybrogatan 6 in Stockholm, and on the company’s website www.bure.se, no later than 31 March 2017, and will be sent by mail to all shareholders who so request and provide their mailing address.
Stockholm, March 2017
The Board of Directors