AGM Information • Mar 29, 2011
AGM Information
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The information contained herein issubject to the disclosure requirements of Bure Equity AB under the Swedish Securities Market Act. The information has been publicly communicated on 29 March 2011, 8:30 a.m. CET.
The shareholders in Bure Equity AB (publ) are hereby invited to attend the Annual General Meeting to be held on Thursday, April 28, 2011, at 5 p.m., at Carnegie Hall, Carnegie, Regeringsgatan 56, Stockholm. The doors will open at 4 p.m. Coffee will be served before the meeting starts. After the meeting a presentation of Carnegie will be made by Frans Lindelöw, President. _________________________________________________________________________________________
Shareholders who wish to participate in the Annual General Meeting ("AGM")
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, April 20, 2011
Shareholders who wish to be represented by a proxy must submit a dated proxy. A proxy may be valid for five years if specifically noted. If no period of validity is noted a proxy is valid for one year. 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. A proxy form is kept available on the company's website www.bure.se and will also be sent by mail to all shareholders who so request and provide their mailing address.
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,
The Nominating Committee – consisting of Lars Olofsson (the Tigerschiöld family), Peter Rudman (Nordea Fonder), Ulf Strömsten (Catella Kapitalförvaltning/Fonder), and Björn Björnsson (Chairman of Bure Equity AB) – has submitted the following proposals for resolution on items 2 and 10-14.
Election of the Chairman of Bure Equity AB, Björn Björnsson, as Chairman of the AGM.
The number of Board Members shall remain five.
The remuneration of Board Members, who are not receiving a salary from the company, shall amount to SEK 225.000 per year, which is an increase from SEK 190.000 the previous year, and SEK 575.000 per year for the Chairman, which is an increase from SEK 500.000 the previous year. This totals the directors' fees to SEK 1.475.000 which is an increase of 17 per cent over the previous year.
A board member may invoice the director's fee if it is legally possible and if it is cost neutral for the company. If a board member invoices the director's fee through a company, the fee shall be increased with an amount corresponding to the social security contributions.
Re-election of Björn Björnsson as chairman of the board and re-election of the board members Håkan Larsson, Carl Björkman, Eva Gidlöf and Mathias Uhlén.
Remuneration to the Auditors shall be paid according to approved account.
The aforementioned proposals by the Nominating Committee are supported by shareholders representing 32,4 per cent of the number of votes for all shares in the company at December 31, 2010.
The chairman of the board shall – not later than at the end of the third quarter each year – see to that the three largest, based on voting power, shareholders or groups of shareholders, will be offered to appoint a representative each to the nominating committee. The reconciliation will be based on Euroclear Sweden AB's list of shareholders (groups of shareholders) as per the last banking day in August. If one or several shareholders refrains from appointing a representative in the Nomination Committee, the next largest shareholder will be requested to appoint a representative in the Nominating Committee. The Nominating Committee's mandate period will run until a new Nominating Committee is appointed. The chairman of the board will be a member of the Nominating Committee and will summon its first meeting. If the members of the Nominating Committee do not agree otherwise, the chairman of the Nominating Committee will be the representative of the largest
shareholder or group of shareholders. The chairman of the board or any other member of the board may not be the chairman of the Nominating Committee. A member of the Nominating Committee shall resign if the shareholder appointing him seizes to be one of the three largest shareholders, whereby the next largest shareholder will be offered to appoint a new representative of the Nominating Committee.
The Board of Directors proposes that no profits will be distributed regarding the financial year 2010. The Board of Directors proposes a redemption programme as set out in item 17 instead.
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 base salary, variable remuneration and pensions. The term "other senior executives" refers to the Vice President and the Chief Financial Officer.
The distribution between base 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 25-120 percent of the annual salary. The variable salary for the President and other senior executives shall be based on the outcome of a number of 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. The company intends to compensate the employee for this when the company receives a warrant premium payment from the employee.
The Board of Directors proposes that the AGM approves the issue of a maximum of 990.000 share warrants that provide entitlement to subscription for a maximum of 990.000 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 1,31 per share warrant. Subscription and payment of the warrants shall be completed no later than June 1, 2011. 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 1, 2011, through June 1, 2014, at a subscription price of 140 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 5.871.763, representing a dilution of some 1.10 per cent of the number of shares and voting rights in Bure Equity AB.
The Board of Directors proposes that the AGM decides on a redemption programme through a voluntary redemption of shares and a subsequent decision on a bonus issue as set out under 17 A and 17 B below.
The Board of Directors proposes that the AGM decides to reduce the share capital with approximately maximum SEK 26.716.303,36 by a redemption of maximum 4.482.286 shares, each with a quota value of approximately SEK 5,96. The object of the redemption is a reimbursement to the shareholders of the company with a total amount of maximum SEK 170.326.868. The reduction is accomplished through a voluntary redemption by which the shares that is finally redeemed is such shares that has been called for redemption by the shareholders. The right to redeem shares will belong to shareholders with redemption rights. Each shareholder will receive one (1) redemption right for each share and twenty (20) redemption rights will entitle the shareholder to redeem one (1) share in the company. The record day for receiving redemption rights will be Thursday, May 5, 2011. The Decision to reduce the share capital by redemption of shares for repayment to shareholders (item 17 A)
application period for redemption will be from Tuesday, May 10, 2011, up to and including Friday, May 27, 2011. Trading in redemption rights will take place on NASDAQ OMX Stockholm from Tuesday, May 10, 2011, up to and including Tuesday, May 24, 2011. Receivers of redemption rights will have a right to sell maximum 1.000 redemption rights free of charge through Carnegie Investment Bank. Shareholders will receive SEK 38 for each redeemed share. The part of the redemption price that exceeds the quota value of the share will be taken from the non-restricted equity of the company. The disbursement of the redemption price will be made as soon as the Swedish Companies Registration Office has finally registered the reduction of the share capital as well as the bonus issue proposed under item 17 B below, which is estimated to be around Wednesday, June 22, 2011. The board also proposes that the decision is conditioned by the AGM also deciding on the bonus issue as stated in item 17 B below. The board's judgement is that the reduction of the share capital will be effected without the leave of the Swedish Companies Registration Office, or the court, since the company will simultaneously carry through a bonus issue by which neither the restricted equity nor the share capital of the company will be reduced.
In order to achieve a timely and efficient redemption procedure as stated in item 17 A above without requiring the permission of the Swedish Companies Registration Office or the court, the board proposes that the company simultaneously with the redemption restores the share capital by way of a bonus issue to at least the same amount as before the redemption. The board proposes that the company shall increase of the share capital with SEK 26.716.303,36 by transfer of the issue amount from the company's non-restricted equity to the company's share capital. The bonus issue is made without issuing any new shares.
The Board of Directors proposes that the AGM decides to approve the transfer of the shares in the subsidiary AB Scandinavian Retail Center, corp. id no. 556573-0263 (the "Subsidiary") to the management of the Subsidiary (i.e. Ola Dolck, Robert Kron, Eva Leonard Lundh and Addi Runolfsdottir) by a jointly owned company AB Grundstenen 135042, 556845-5678, changing name to Dolck och Partners AB (the "Buyer"). The Company presently holds 95,5 per cent of the shares in the Subsidiary. The remaining shares in the Subsidiary is held by the management in the Subsidiary. The Buyer shall pay SEK 5.000.000 for the shares in the Subsidiary. PriceWaterhouseCoopers has made a fairness opinion regarding the value of the shares in the Subsidiary.
The Company owns 98 per cent of the shares in Mercuri International Group AB. Marcuri is one of Europe's leading consultancy and educational companies in the area of trading and leadership through wholly owned subsidiaries and franchise enterprises and are present in all parts of the world.
The Mercuri group previously had an incentive programme for employees which was terminated during 2010 since it was deemed to no longer be realistic. The boards of Mercuri and the Company have found that it would be an attractive way of increasing the engagement from the employees in the Mercuri group, to once again offer them an opportunity to own shares in the group, and by that receive a part of the profit.
On this background the Board of Directors proposes that the AGM decides to adopt in incentive programme by way of a partnership programme on group level as well as local partnership programmes through which some employees in the Mercuri group is offered an opportunity to acquire shares in subsidiaries in the Mercuri group.
The following terms will mainly apply for the respective programme.
Conditioned by the AGM's approval, the Company intends to found and capitalize MI Intressenter AB ("MII") as a wholly owned subsidiary. MII will in turn purchase call-options regarding shares in Mercuri from the Company and subscribe for convertible debentures issued by Mercuri. The purchase of call-options and convertible debentures will be made at market price, and the price as well as the conversion rate will be assessed by an independent valuer based on a general valuation formula.
The partnership programme entails that the Company transfer 49 per cent of the shares of MII maximum to employees in the Mercuri group management, presidents for some local markets, district managers and the limited companies mentioned above. The number of participants in the programme is estimated to be 10 to 20 persons. The transfer of shares will be made at the share's net equity value.
According to the terms of the call-options and convertible debentures held by MII, MII may acquire shares in Mercuri at market value. MII's holding of shares in Mercuri will not proceed six per cent of all shares in Mercuri.
Local partnership programmes in Finland, France, Sweden, Germany, The Czech Republic, Great Britain and Denmark
Conditioned by the AGM's approval, the Company and Mercuri intend to establish incentive programmes on a local level in the form of local partnership programmes. The right to participate in the respective local programmes belong to the president, chief financial officer and senior consultants in the respective local Mercuri companies.
The programmes will be executed through founding and financing of local wholly owned subsidiaries ( Local Partnership Company) each of which purpose is to own shares in the respective local operative company. The Local Partnership Company in each country respectively, will acquire 25 per cent of all shares in each local operative company. The purchase is made at market value. Mercuri keeps 75 per cent of all shares in each company respectively. Mercuri will hence let the participants in each partnership respectively acquire all shares the Local Partnership Company. The acquisition of shares will be made at the share's net equity value. The number of participants in the local partnership programmes is estimated to be 50 to 55 persons.
The Company's total direct and indirect holdings of Mercuri will decrease at maximum outcome from present 98 per cent to 92 per cent through the proposed programmes.
The Board has obtained an opinion regarding the financial fairness of the proposed programmes ("fairness opinion").
The Board of Directors proposes that the AGM decides to authorise the Board to decide on repurchase of treasury shares as stated below. The repurchase of shares may only be transacted on the Nasdaq OMX Stockholm (the "Exchange") or in accordance with an offer to all shareholders in the company. Repurchase may only be made of 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 authorisation stated above may be utilized on one or several occasions as for the period up to the annual general meeting 2012. Repurchase on the Exchange may only be made at a price within the registered price interval at the Exchange.
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 resolutions regarding items 17 and 20 it 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. For the resolutions regarding items 16, 18 and 19 to be valid in accordance with the above proposal, it is required that the resolutions 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.
As per the date of this notice, the total number of shares and votes in the company is 89.645.727, of which the company itself holds 0 shares.
The annual report and audit report for the 2010 fiscal year and the complete proposals for resolution including supporting documents on items 9b) and 14-20 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 7, 2011. The documents will also be sent by mail to all shareholders who so request and provide their mailing address.
Stockholm, March 2011
Bure Equity AB (publ) The Board of Directors
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Corp. ID No. 556454-8781, Nybrogatan 6, SE-114 34 Stockholm, Sweden, phone +46 8 614 00 20, fax +46 8 614 00 38 www.bure.se
Bure Equity AB (publ), org nr 556454-8781 Nybrogatan 6, 114 34 Stockholm Tel. 08 – 614 00 20 • Fax 08 – 614 00 38 [email protected] • www.bure.se
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