NOTICE OF ANNUAL GENERAL MEETING
The shareholders in Bure Equity AB (publ) are hereby invited to attend the Annual General Meeting to be held on Tuesday, 28 April, 2009, at 3 p.m., in the Chalmers student union building, conference room RunAn, Chalmersplatsen 1, Göteborg. The doors will open at 2 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 their own names in the register of shareholders maintained by Swedish central securities depository Euroclear Sweden AB (formerly VPC AB) no later than 12 p.m. on Wednesday, 22 April, 2009, and must notify the company no later than 12 p.m. on Wednesday, 22 April in one of the following ways: by writing to Bure Equity AB, Box 5419, SE 402 29 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: firstname.lastname@example.org.
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 Wednesday, 22 April, 2009.
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.
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 amendment to the Articles of Association
15. Resolution regarding principles for remuneration and other terms of employment for senior executives
16. Resolution regarding authorisation for the Board to decide on the repurchase and resale of treasury shares
17. Resolution regarding share option and warrant programmes in the subsidiary AB Scandinavian Retail Center
18. Other business
19. Closing of the AGM
THE NOMINATING COMMITTEE’S PROPOSALS FOR RESOLUTIONS
The Nominating Committee – consisting of Henrik Blomquist, Skanditek Industriförvaltning, Ulf Strömsten, Catella Kapitalförvaltning/Fonder, Peter Rudman, Nordea Fonder, and Patrik Tigerschiöld, Chairman of Bure Equity AB – has submitted the following proposals for resolution on items 2 and 10-13. The Nominating Committee's justification statement regarding its proposals to the Board is available on the company's website, www.bure.se
Item 2 – Chairman of the AGM
Election of the Chairman of Bure Equity AB, Patrik Tigerschiöld, 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 remain SEK 160.000 per year and shall remain SEK 350.000 per year for the Chairman.
Item 12 – Board Members and Chairman
Re-election of Patrik Tigerschiöld as Chairman and re-election of Board members Björn Björnsson, Kjell Duveblad, Håkan Larsson and Ann-Sofi Lodin.
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 approximately 30 per cent of the number of votes for all shares in the company at 27 February 2009.
THE BOARD'S PROPOSALS FOR RESOLUTIONS
Item 9 b) - Appropriation of profits
The Board of Directors proposes that no dividend be paid for the financial year 2008.
Item 14 - Amendment to the Articles of Association
Amendment to § 9 i) of the Articles of Association. Present wording: "Notice of an Annual General Meeting and of an extraordinary general meeting at which the question of amendments to the Articles of Association will be considered, shall be issued no more than six and no less than four weeks prior to the Meeting. Notice of any other extraordinary general meeting shall be issued no more than six and no less than two weeks prior to the Meeting. Notices shall always be published in the Official Swedish Gazette (Post- och Inrikes Tidningar) and in Svenska Dagbladet.
Proposed new wording: "Notice of an Annual General Meeting and of an extraordinary general meeting at which the question of amendments to the Articles of Association will be considered, shall be issued no more than six and no less than four weeks prior to the Meeting. Notice of any other extraordinary general meeting shall be issued no more than six and no less than three weeks prior to the Meeting. Notice to attend a General Meeting shall always be announced in Post- och Inrikes Tidningar and on the Company's website. The fact that notice has been issued shall be announced in Svenska Dagbladet."
The Board further proposes that the resolution of the Annual General Meeting to amend the Articles of Association in accordance with the above shall be conditional upon that a) the change of time-limit for notice of an extraordinary general meeting at which the question of amendments to the Articles of Association will not be considered, and b) an amendment of the procedures for convening general meetings in the Swedish Companies Act (SFS 2005:551) has entered into force and that the above proposed wording of the Articles of Association is consistent with the new wording of the Swedish Companies Act.
Item 15 - Principles for remuneration and other terms of employment for senior executives.
The Board’s proposal for resolution regarding principles for remuneration and other terms of employment for senior executives contains the following main points and is in full compliance with the principles approved by the Annual General Meeting 2008.
Bure shall offer a total compensation package that is market-based and enables the company to recruit and retain leading senior executives. Remuneration to senior executives shall consist of fixed salary, variable remuneration, pension and other forms of compensation. Together, these form parts of the individual’s overall compensation. In order to encourage key personnel to align their long-term objectives with those of Bure’s shareholders, these individuals shall be offered incentives in the form of share-based instruments, in addition to salary, pension and other forms of compensation.
Fixed salary shall take into account the individual’s areas of responsibility and experience, and shall be reviewed yearly. Variable remuneration shall be based on simple and transparent models and shall generally not exceed fixed salary. Pension terms shall be comparable to those applicable to equivalent senior executives in the market, and shall be based on defined contribution pension solutions. The combined amount of termination benefits and severance pay shall not exceed 24 monthly salaries for the CEO, or 18 monthly salaries for other senior executives.
Item 16 – Authorisation for the Board to decide on the repurchase and resale 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’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. Furthermore, the proposal would authorise the Board, during the period until the end of the next AGM, to resell the total number of treasury shares held by Bure at any given time. The resale of shares shall be transacted on the NASDAQ OMX Stockholm Exchange or otherwise with exclusion of the shareholders’ pre-emptive rights. A resale shall be carried out in compliance with the applicable laws and generally accepted practice 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, and to provide opportunity to use the shares as consideration in connection with future acquisitions.
Item 17 - Share option and warrant programmes in the subsidiary AB Scandinavian Retail Center
The programme refers to a combination of share options in AB Scandinavian Retail Center (SRC) and the purchase of shares in the company. The employees will be offered the opportunity to acquire units consisting of one share and three share options. The shares as well as the share options will be offered at a fair market value determined on the date of grant. The total number of shares and share options offered corresponds to 18 per cent of Bure Equity AB's holding of shares. SRC has no outstanding share option programmes. The number of participants will be maximum 10 persons, all of whom are senior executives in SRC. The options have a term of five years and may be exercised to purchase shares during the period from 1 May until 31 May 2014 or such earlier date when the company’s shares are listed or transferred to another party. The exercise price will be the estimated current market value of the share today indexed by 10 per cent annually, equal to SEK 2.949 at the expiry date. Since all transactions will be carried out at fair market value, no social security expenses or other costs in accordance with IFRS 2 will arise for the company. In the event of a future annual volatility of 30 per cent and an assumed share value of SEK 1.831 at the date of grant, the value of the share option will be SEK 228. 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 ÖhrlingsPricewaterhouse Coopers AB.
For the resolutions regarding items 14 and 16 to be valid in accordance with the above proposal, it is required that the resolutions have been supported by shareholders with two thirds (2/3)of both the votes cast and the shares represented at the AGM. For a valid resolution regarding item 17 is required that the resolution have been supported by shareholders with nine tenth (9/10) of both the votes cast and the shares represented at the AGM
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 NUMBER OF SHARES AND VOTES
As per 31 March, 2009, the total number of shares and votes in the company is 50.348.808, of which the company itself holds 0 shares.
ANNUAL REPORT AND OTHER DOCUMENTS
The annual report and audit report for the 2008 fiscal year and the complete proposals for resolution on items 9 b) and 14-17 will be made available to the shareholders in Swedish language versions at Bure Equity AB’s office on Mässans Gata 8 in Gothenburg, and on the company’s website www.bure.se, as from Tuesday, 14 April, 2009. The documents will also be sent by mail to all shareholder who so request and provide their mailing address.
Göteborg, March 2009
The Board of Directors