Notice of Extraordinary General Meeting
The shareholders in Bure Equity AB (publ) are hereby called to attend the Extraordinary General Meeting on Thursday, 6 November 2008, 3:00 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 2:30 p.m.
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 Thursday, 30 October 2008, and must notify the company no later than 12:00 p.m. on Thursday, 30 October 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: firstname.lastname@example.org 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 Thursday, 30 October 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.
Number of shares and votes
The company has a total of 92,639,637 shares and votes, of which the company held 8,724,957 shares and votes in treasury at 6 October 2008.
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 amendment to the Articles of Association (§ 4 – Share capital)
8. Resolution regarding distribution of Bure’s total shareholding in AcadeMedia AB (publ)
9. Resolution regarding:
a) reduction of the company’s share capital through redemption of treasury shares
b) increase in the company’s share capital through a bonus issue
10. Closing of the EGM
The Board of Directors' proposals for resolution
Item 7 - Amendment to the Articles of Association (§ 4 - Share capital)
Amendment to § 4 of the Company’s Articles of Association. Present 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.” Proposed new wording: “The share capital of the Company shall amount to not less than SEK 100,000,000 and not more than SEK 400,000,000. ”
Item 8 – Distribution of Bure's total shareholding in AcadeMedia AB (publ)
The Board of Directors proposes that the EGM resolve to approve the distribution of all shares held by Bure Equity in AcadeMedia AB (publ) (“AcadeMedia”) to the shareholders in Bure following completion of a non-cash issue, whereby Bure shall contribute all of the shares in Anew Learning AB in return for newly issued shares in AcadeMedia, among other things. In connection with this, every ten (10) shares in Bure shall grant entitlement to one (1) class B share in AcadeMedia. Based on the market value of the AcadeMedia share on 3 October, the proposed distribution of shares in AcadeMedia will amount to approximately SEK 772 M, equal to SEK 9.20 per share outstanding. Implementation of the distribution is conditional on the conversion of all class A shares in AcadeMedia into class B shares. The proposed record date for the right to distribution of shares AcadeMedia is 14 November 2008.
Excess received shares that do not correspond to a full share in AcadeMedia will be removed from the respective shareholder’s depository account and sold commission-free by Swedbank on behalf of the respective shareholder.
Item 9 a) – Reduction of the company’s share capital through redemption of treasury shares
With the support of the authorisation granted by the 2008 Annual General Meeting (“AGM”), Bure has repurchased a total of 8,724,957 treasury shares, with a quota value of approximately SEK 3.24 each, equal to around 9.42 per cent of all shares in the company. Since the Board does not intend to use the treasury shares for any special purpose, the Board has determined that it is now appropriate to redeem these shares. In view of this, the Board proposes that the EGM resolve to reduce the company’s share capital by SEK 28,263,923.31 through redemption without compensation of the 8,724,957 treasury shares repurchased by Bure. The purpose of the reduction is for the amount, by which the share capital is reduced, to be transferred to non-restricted equity. Under the authorisation granted by the 2008 AGM, the Board will thus have the opportunity to acquire additional treasury shares in order to adapt the capital structure to the company’s needs.
Item 9 b) – Increase in the company’s share capital through a bonus issue
As part of the redemption of treasury shares – conditional on the EGM’s approval of the Board’s proposal under item 9 a) above – the Board proposes that the EGM resolve to increase the company’s share capital by means of a bonus issue of SEK 28,263,923.31 through the transfer of SEK 28,263,923.31 from non-restricted equity to the share capital, whereby no new shares shall be issued.
The motive for the Board’s proposal is to enable execution of the resolution according to item 9 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 resolutions regarding items 7 and 9 in accordance with the above proposals, these 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.
The Board's complete proposals for resolution regarding items 7, 8 and 9, including all other necessary documents in accordance with the Swedish Companies Act and information material regarding item 8, 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, 23 October, 2008. The documents will also be sent by mail to the shareholders who so request and provide their mailing address.
Göteborg, October 2008
Bure Equity AB (publ)
The Board of Directors