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 on Friday, 5 December 2008, and must notify the company no later than 12:00 p.m. on Friday, 5 December 2008, in one of the following ways: by writing to Bure Equity AB, Box 5419, SE 402 29 Göteborg, Sweden, by fax +46 31 708 64 82, by telephone +46 31 708 64 39, by e-mail: email@example.com or via the company’s Swedish website www.bure.se.
When notifying the company, shareholders must state their name, address, telephone number and personal/corporate identity number.
Shareholders whose shares are registered in the names of nominees must have their shares temporarily re-registered in their own name with VPC AB in order to be entitled to participate in the EGM. The shareholders must notify their nominees well in advance to ensure that an entry is made in the register of shareholders by Friday, 5 December 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 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 persons to check and sign the minutes
6. Determination as to whether the EGM has been duly convened
7. 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
8. Closing of the EGM
THE BOARD OF DIRECTORS' PROPOSALS FOR RESOLUTION
Item 7 - 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 300,100,000.00, divided among 83.914.680 shares, shall be reduced by an amount of not more than SEK 120,040,000, corresponding to not more than 33,565,872 shares, each with a share’s quota value of about SEK 3.576251.
3. For each share in the Company, the shareholders will receive one (1) redemption right, granting entitlement to redeem shares in the Company. Five (5) redemption rights are required for redemption of two (2) shares.
4. For each redeemed share the holder will receive a cash amount of SEK 30, whereby SEK 3.576251, equal to the share’s quota value, will be subtracted from the share capital. The share premium of SEK 26.423749 will be subtracted from non-restricted equity. If all redemption rights are exercised, the total redemption amount will be SEK 1,006,976,160.
5. The proposed record date for entitlement to redemption rights is 16 December 2008.
6. The application period for redemption will run from 22 December 2008 to 23 January 2009 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 b) below.
For those shareholders who do not participate in the redemption programme due to oversight, these shall receive compensation through a procedure in which Swedbank, after the end of the application period but otherwise in accordance with the terms of the redemption programme, may redeem shares (albeit in a number of not more than 2,000,000 shares) for payment of the redemption amount less Swedbank’s costs to those shareholders who have an unutilised holding of redemption rights. However, the amount of compensation per redemption right may not exceed the amount that would have been paid on the commission-free sale of redemption rights.
Item 7 b) – Increase in the Company’s share capital through a bonus issue
As part of the redemption programme – conditional on the EGM’s approval of the Board’s proposal under item 7 a) above – the Board proposes that the EGM resolve to increase the company’s share capital by means of a bonus issue through transfer from non-restricted equity, whereby no new shares shall be issued. The share capital shall be increased by an amount at least equal to the amount of reduction, albeit not more than SEK 120,040,000.
The motive for the Board’s proposal is to enable execution of the resolution according to item 7 a) above without the delay otherwise associated with application for permission from the Swedish Companies Registration Office if the company concurrently with the reduction resolution takes such measures whereby neither the company’s restricted equity nor its share capital are reduced.
For valid resolution regarding item 7 a) in accordance with the above proposal, this must be supported by shareholders holding at least two thirds of both the votes cast and the shares represented at the EGM.
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.
NUMBER OF SHARES AND VOTES
The company has a total of 83,914,680 shares and votes, of which the company holds 0 shares in treasury.
The Board's complete proposals for resolution regarding items 7, including all other necessary documents in accordance with the Swedish Companies Act, are available to the shareholders in Swedish language versions at Bure Equity AB’s office on Mässans Gata 8 in Göteborg, and on the company’s Swedish website www.bure.se, as of Thursday, 27 November 2008. The documents will also be sent by mail to the shareholders who so request and provide their mailing address.
Göteborg, November 2008
BURE EQUITY AB (publ)
The Board of Directors
//www.bure.se/wp-content/uploads/sites/23/2015/05/Bure_240.jpg 0 0 Martin Ekström //www.bure.se/wp-content/uploads/sites/23/2015/05/Bure_240.jpg Martin Ekström2008-11-19 07:30:002008-11-19 07:30:00Notice of Extraordinary General Meeting
The shareholders in Bure Equity AB (publ) are hereby called to attend the Extraordinary General Meeting on Thursday, 11 December 2008, 5:00 p.m., at Göteborg Convention Centre, Mässans Gata 20, Göteborg (Svenska Mässan, enter to right of entrance 5, conference room R2). The doors will open at 4:30 p.m.