Shareholders who wish to participate in the Extraordinary General Meeting (“EGM”) must be recorded in their own names in the register of shareholders maintained by VPC AB (the Nordic Central Securities Depository) no later than Tuesday, 28 August 2007, and must notify the Company no later than 12 p.m. on Tuesday, 28 August 2007, in one of the following ways: by letter to Bure Equity AB, Box 5419, SE-402 29 Göteborg, Sweden; by fax +46 (0)31-708 64 82; by telephone +46 (0)31-708 64 39; 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 EGM, 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 Tuesday, 28 August 2007.
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 EGM. Proxies representing a legal entity must attach a certificate of registration or corresponding proof of authorisation.
1. Opening of the EGM
2. Election of a Chairman of the EGM
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two minutes-checkers
6. Decision as to whether the EGM has been duly convened
7. The Board’s proposal for resolution regarding share option programme in the subsidiary Länia Material AB
8. The Board’s proposal for resolution regarding:
a) reduction of the Company’s share capital through a redemption of shares
b) increase in the Company’s share capital through a bonus issue
9. The Board’s proposal for resolution regarding authorisation for the Board to decide on the repurchase of treasury shares
10. Closing of the EGM
PROPOSALS FOR DECISION
Item 7 - The Board’s proposal for resolution regarding share option programme in the subsidiary Länia Material AB
The Board of Directors proposes that the EGM authorise the implementation of a share option programme in the subsidiary Länia Material AB, corporate identity number 556548-1289.
The programme refers to the issuance of share options in Länia Material AB, which in turn owns Textilia Tvätt & Textilservice AB and Textilia Rimbo AB. The share options will be offered to the employees at fair market value as determined on the date of grant. The number of share options to be offered corresponds to 9.9 per cent of Bure’s holding (99 options). Länia Material AB has no outstanding options programmes. The programme will be offered in full to the Managing Director of the Textilia Group. The options have a term of 5 years and may be exercised to purchase shares during the period from 1 September until 30 September 2012, or such earlier date when Company’s shares are listed or transferred to another party. The exercise price corresponds to SEK 20,000 per share per day indexed by 8 per cent annually, equal to SEK 29,387 per share at the expiry date. Since the share options will be issued at fair market value, no social security expenses or other costs in accordance with IFRS 2 will arise. In the event of a future assessed volatility of 20 per cent and an assumed share value of SEK 20,000 at the date of grant, the value of the share option will be SEK 2,042. The estimated fair 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.
The Board of Director’s motive for the above programmes is to ensure continued positive development in the company by aligning the long-term goals of the Managing Director with those of the shareholders.
For a valid decision, the resolution must be supported by shareholders representing at least 9/10 of both the number of votes exercised and the number of shares represented at the EGM.
Item 8 a) – Reduction of the Company’s share capital through a redemption of shares
The Board of Directors proposes that the EGM resolve in accordance with the following resolution:
1. Reduction of the Company’s issued share capital through the cancellation of shares for repayment to the shareholders on the conditions set out below.
2. The Company’s share capital of SEK 840,427,249.50, divided among 108,923,767 shares, shall be reduced by an amount of not more than SEK 82,113,380.50.
3. For each share in the Company, the shareholders – with the exception of the Company itself (which holds 2,500,000 treasury shares) – will receive one (1) redemption right, granting entitlement to redeem shares in the Company. A total of 10 redemption rights are required for redemption of one (1) share.
4. For each redeemed share the holder will receive a cash amount of SEK 54, whereby SEK 7.7157, equal to the share’s quota value, will be subtracted from the share capital. The share premium of SEK 46.2843 will be subtracted from non-restricted equity. For each redeemed share, an amount of SEK 54 will be paid. The final size of the redemption programme will depend on the extent to which the shareholders accept the offer. If all redemption rights are exercised, the total redemption amount will be SEK 574,688,304.
5. The proposed record date for entitlement to redemption rights is 10 September 2007.
6. The application period for redemption will run from 14 September 2007 to 12 October 2007 inclusive.
7. Payment for the redeemed shares will be made no later than the tenth banking days after the Swedish Companies Registration Office has registered this resolution and the resolution on a bonus issue according to item 8 b) below.
For valid decision on reduction of the Company’s share capital through a redemption of shares, the resolution must be supported by shareholders representing at least 2/3 of both the number of votes exercised and the number of shares represented at the EGM.
Item 8 b) – Increase in the Company’s share capital through a bonus issue
The Board proposes that the EGM resolve to increase the Company’s share capital by means of a bonus issue of SEK 83,000,000, through the transfer of SEK 83,000,000 from non-restricted equity. No new shares shall be issued in connection with the share capital increase.
The Board furthermore proposes that the EGM authorise the Board, or that person appointed by the Board, to make any minor changes as are necessary to enable registration of the resolutions under items 8a) and 8b) with the Swedish Companies Registration Office.
Item 9 - The Board’s proposal for resolution regarding authorisation for the repurchase of treasury shares
Bure holds a total of 2,500,000 treasury shares, equal to approximately 2.30 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. 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.
For valid decision regarding authorisation for the Board to decide on the repurchase of treasury shares, the resolution must be supported by shareholders representing at least 2/3 of both the number of votes exercised and the number of shares represented at the EGM.
The complete proposals for resolution on items 7, 8 and 9, including other requisite documentation in accordance with the Swedish Companies Act, will be made available to the shareholders at Bure Equity AB’s office on Mässans Gata 8 in Göteborg, and on the Company’s website www.bure.se, as of Monday, 20 August 2007. The documents will also be sent by mail to all shareholders who so request and provide their mailing address.
Göteborg, August 2007
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 Ekström2007-08-17 06:30:002007-08-17 06:30:00NOTICE OF EXTRAORDINARY GENERAL MEETING
The shareholders in Bure Equity AB (publ) are hereby called to attend the Extraordinary General Meeting on Monday, 3 September 2007, 2:00 p.m., at Göteborg Convention Centre, Mässans Gata 20, Göteborg (Svenska Mässan, enter to right of entrance 5, conference room J2). The doors will open at 1:30 p.m.