NOTICE 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 Swedish central securities depository Euroclear Sweden AB (formerly VPC AB) no later than on Thursday, April 22, 2010, and must notify the company no later than 12 p.m. on Thursday, April 22 in one of the following ways: by writing to Bure Equity AB, Mässans gata 8, SE 412 51 Göteborg, Sweden; on the company’s website www.bure.se (only private individuals), 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. Registered participants will receive an admission card, which is to be presented at the entrance to the Meeting venue. 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 (former VPC AB). Shareholders must notify their trustees well in advance to ensure that an entry is made in the register of shareholders by Thursday, April 22, 2010. 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. BUSINESS 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. Resolution regarding principles for remuneration and other terms of employment for senior executives 15. Resolution regarding an incentive programme concerning the issue of share warrants 16. Resolution regarding authorisation for the Board to decide on repurchase of treasury shares 17. Other business 18. Closing of the AGM THE NOMINATING COMMITTEE’S PROPOSALS FOR RESOLUTIONS The Nominating Committee – consisting of Dag Tigerschiöld (the Tigerschiöld family), Ulf Strömsten (Catella Kapitalförvaltning/Fonder), Peter Rudman (Nordea Fonder) and Björn Björnsson (Chairman of Bure Equity AB) – has submitted the following proposals for resolution on items 2 and 10-13. Item 2 – Chairman of the AGM Election of the Chairman of Bure Equity AB, Björn Björnsson, 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 amount to SEK 190,000 per year and SEK 500,000 per year for the Chairman. Item 12 – Board Members and Chairman Proposal regarding Board Members and Chairman will be announced on April 14, 2010, at the latest. Item 13 – Auditors’ fees Remuneration to the Auditors shall be paid according to approved account. The aforementioned proposals by the Nominating Committee are supported by shareholders representing 32.6 per cent of the number of votes for all shares in the company at February 26, 2010. THE BOARD’S PROPOSALS FOR RESOLUTIONS Item 9 b) - Appropriation of profits The Board of Directors proposes a cash dividend of SEK 0,30 per share. As record day is suggested Monday, May 3, 2010. With this record date payment of dividends is estimated on Thursday, May 6, 2010. Item 14 - Principles for remuneration and other terms of employment for senior executives The Board of Directors proposes that the AGM approves the Board of Directors’ motion regarding principles governing remuneration and other terms and conditions of employment for the President and other senior executives as follows. Remuneration for the President and other senior executives consists of a basic salary, variable remuneration and pensions. The term “senior executives” refers to the Chief Financial Officer and three analysts. The distribution between basic salary and variable salary (bonus) shall be in proportion to the executive’s responsibilities and authority. The variable salary shall be maximized for the President at 150 percent of the annual salary. For other senior executives, the variable salary shall be maximized at 50-120 percent of the annual salary. The variable salary for the President and other senior executives shall be based on the outcome of three (3) quantitative parameters, compared with fixed targets. One of the quantitative parameters relates to the unlisted portfolio companies’ progress in terms of operating profit, one to the listed portfolio companies’ stock market trend and, finally, to Bure Equity AB’s stock market trend. Other senior executives shall also be subject to a discretionary parameter through which the outcome is assessed in terms of individually set targets. As part of the long-term incentive program, the Board of Directors proposes that the employees be offered an opportunity to use a maximum of half of their accruing variable salary increment as premium in a possible forthcoming share warrant plan. Accordingly, the Board of Directors proposes that the portion of the variable salary increment that is intended to be invested in the share warrant plan be increased by a multiple of 1.5. All pension benefits are based on defined-contribution plans. Item 15 - Incentive programme concerning the issue of share warrants The Board of Directors proposes that the AGM approves the issue of a maximum of 260,000 share warrants that provide entitlement to subscription for a maximum of 260,000 shares in Bure Equity AB. The share warrants shall be issued at a price corresponding to their market value on the issue date, calculated according to the Black and Scholes model, which on the date of the issue of this summon was estimated to be SEK 1.16 per share warrant. Subscription and payment of the warrants shall be completed no later than June 9, 2010. The share warrants shall be subscribed for by the subsidiary Skanditek AB with rights and obligations to transfer them to senior executives and key personnel in Bure Equity AB. The price of the transferred share warrants shall correspond to the issue price. Subscription for shares based on the share warrants may be made from June 9, 2012, through June 9, 2013, at a subscription price of 150 per cent of the market value on the issuance date. Full exercise of all share warrants covered by the motion will entail an increase in the share capital of SEK 1,519,709, representing a dilution of some 0.3 per cent of the number of shares and voting rights in Bure Equity AB. Item 16 – Authorisation for the Board to decide on repurchase of treasury shares 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 Equity AB’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 NASDAQ OMX Stockholm Exchange in compliance with the applicable laws and generally accepted practices 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. MAJORITY REQUIREMENTS For the resolution regarding item 15 to be valid in accordance with the above proposal, it is required that the resolution has been supported by shareholders with nine tenth (9/10) of both the votes cast and the shares represented at the AGM. For a valid resolution regarding item 16 is required that the resolution has been supported by shareholders with two thirds (2/3) of both the votes cast and the shares represented at the AGM. AUTHORISATION 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 and Euroclear Sweden respectively. The number of shares and votes As per March 30, 2010, the total number of shares and votes in the company is 89,645,727, of which the company itself holds 0 shares. ANNUAL REPORT AND OTHER DOCUMENTS The annual report and audit report for the 2009 fiscal year and the complete proposals for resolution on items 9b) and 14-16 will be made available to the shareholders in Swedish language versions at Bure Equity AB’s office on Nybrogatan 6 in Stockholm, and on the company’s website www.bure.se, as from April 14, 2010. The documents will also be sent by mail to all shareholders who so request and provide their mailing address. Stockholm, March 2010 Bure Equity AB (publ) 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 Ekström2010-03-30 06:30:002010-03-30 06:30:00Notice of Bure Equity AB’s Annual General Meeting
The shareholders in Bure Equity AB (publ) are hereby invited to attend the Annual General Meeting to be held on Wednesday, April 28, 2010, at 3 p.m., at the cinema Filmstaden Bergakungen, Skånegatan 16, Göteborg. The doors will open at 2 p.m. Coffee will be served before the meeting starts. After the meeting a presentation of Carnegie Investment Bank will be held by Frans Lindelöw, President of the company.