Bure Equity

Income statements and balance sheets
The Annual General Meeting (AGM) adopted the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet for the financial year 2023.

Decision on dividends
The AGM decided on a cash dividend of SEK 2.5 per share in ordinary dividend. The record date was set to 10 May 2024, which entails that payment is expected to be made on 15 May 2024.

Discharge from liability
The members of the Board of Directors and the Managing Director were discharged from liability for their management during the financial year 2023.

Election of Board of Directors, etc.
The AGM decided that the Board of Directors shall consist of six ordinary members without deputies. Carl Björkman, Carsten Browall, Charlotta Falvin, Sarah McPhee, Birgitta Stymne Göransson and Patrik Tigerschiöld were re-elected to Bure’s Board of Directors. Patrik Tigerschiöld was re-elected as Chairman of the Board.

Election of auditor, etc.
The AGM decided that a registered auditing firm should be elected as auditor. The auditing firm Öhrlings PricewaterhouseCoopers AB was elected as auditor for the period until the end of the annual general meeting in 2025. Magnus Svensson Henryson will be the auditor in charge.

Directors’ and auditors’ fees
The AGM decided that fees to the Board of Directors shall amount to a total of SEK 4,075,000 of which SEK 2,200,000 shall be paid to the Chairman of the Board and SEK 375,000 to each of the other members. The AGM further decided that the auditor’s fee shall be paid in accordance with the approved account.

Principles for the appointment of a nomination committee
The AGM decided that the nomination committee prior to the annual general meeting in 2025 shall consist of at least three members representing the company’s three largest shareholders or owner groups in terms of voting rights as of the last banking day in August, including the Chairman of the Board.

Approval of the remuneration report
The AGM approved the Board’s remuneration report in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

Guidelines for remuneration to senior executives
The AGM adopted the Board’s proposal on guidelines for remuneration to senior executives.

Authorisation for the Board of Directors to decide on the repurchase of own shares
The AGM authorised the Board of Directors, up until the next annual general meeting, to decide on the acquisition of own shares in order to be able to adapt the company’s capital structure to the company’s capital needs from time to time, and thereby contribute to an increased shareholder value. After completed acquisitions, the company may hold a maximum of 10 per cent of all shares in the company.

Acquisitions may be made through trading on Nasdaq Stockholm (the “Stock Exchange”), or in accordance with an offer to all of the shareholders of the company. Acquisitions should be possible from 8 May 2024 up until the next annual general meeting. No acquisitions will however be made during the 30 days that falls prior to the publication of the quarterly reports, including the date of publication. Acquisitions on the Stock Exchange may only be made at a price per share that is within the price range recorded on the Stock Exchange at any given time. Acquisition of shares through an offer to all shareholders of the company may only be made at a price that, at the time of the offer, is not less than the market value of the shares and that does not exceed the market value by more than 20 per cent. Payment for the shares shall be made in cash. Acquisition of shares may be made on one or more occasions.

The total number of shares issued by Bure Equity AB is currently 74,357,193 of which 74,146,921 are ordinary shares and 210,272 are class C shares. Bure holds all class C shares. The maximum number of shares that can be repurchased is therefore 7,225,447.

Authorisation for the Board of Directors to decide on a new share issue
The AGM authorised the Board of Directors decide, on one or more occasions until the annual general meeting in 2025, to issue new shares, with or without deviation from the shareholders’ preferential rights. Shares may be issued against cash payment, set-off or contribution in kind or on other conditions referred to in Chapter 13, § 5, section 6 of the Swedish Companies Act. The Board may otherwise determine the terms of the share issue. The subscription price in the share issue shall be determined on market terms and the number of new shares may not exceed ten per cent of the number of outstanding shares on the date of the notice to the AGM.

The reason for deviating from the shareholders’ preferential rights and the right to decide on set-off, contribution in kind or other conditions referred to in the Swedish Companies Act is to enable the company to issue shares in order to continuously adapt the company’s capital structure to the company’s capital needs and thereby contribute to increased shareholder value.

Long-Term Incentive Programme 2024 (LTIP 2024) and hedging measures

Terms and Conditions for the Incentive Programme
The AGM decided on the introduction of a long-term incentive program 2024 (LTIP 2024). The objective of LTIP 2024 is to encourage personal long-term ownership in the company as well as to increase and strengthen its ability to recruit, retain and motivate employees. The objective is also to use LTIP 2024 in order to align the interests of the employees with the interests of the shareholders.

Participation in LTIP 2024 requires that the participant, during a certain period, acquires and ties up Bure shares in LTIP 2024 for a certain amount. The company shall match this amount through a one-off cash payment (the “Matching Amount”). The participant shall use the Matching Amount to, during a certain period, acquire and tie up additional Bure shares in LTIP 2024. Bure shares acquired by the participant within LTIP 2024 shall be retained by agreement for at least three years.

In addition, each participant is entitled, after the expiration of a qualification period (defined below), subject to continued employment, and depending upon the fulfilment of specific performance requirements linked to the total shareholder return of the Bure shares (so called Total Shareholder Return), to receive allotment of Bure shares (“Performance Shares”). Allotment of Performance Shares to the participant shall be free of charge. Performance Shares consist of ordinary shares in Bure.

LTIP 2024 is directed towards a maximum of eleven employees, divided into two categories of participants: category A consisting of the CEO and category B consisting of other employees. In order to be entitled to participate in LTIP 2024, the participant must make an initial investment in Bure shares amounting to a minimum of 4 and a maximum of 10 per cent of the participant’s fixed base salary for the current year (the Matching Amount not included).

Allotment of Performance Shares under LTIP 2024 will be made during a limited period of time after the annual general meeting in 2027. The period up until this date constitutes the qualification period (vesting period). A prerequisite for the participant to be entitled to receive allotment of Performance Shares is that the participant continues to be employed by the Bure group during the entire qualification period until allotment.

For the allotment of Performance Shares, the performance requirement must also be fulfilled. No allotment of Performance Shares linked to the performance requirement will be made below the minimum level of the performance requirement. Full allotment of Performance Shares will be made at or above the maximum level of the performance requirement. The number of Performance Shares that may be allotted are increased linearly between the minimum and maximum level of the performance requirement.

The aim is for the Board of Directors to launch LTIP 2024 as soon as possible after the AGM. LTIP 2024 comprises a maximum of 144,562 Bure shares of which a maximum of 110,000 Bure shares may be transferred free of charge to participants within LTIP 2024 and a maximum of 34,562 Bure shares may be transferred at market price on the stock market in order to secure the company’s payment of social security contributions in terms of cash flow. The dilution may amount to a maximum of 0.19 per cent of the total number of outstanding shares and votes in the company after dilution.

Hedging Measures Related to the Incentive Programme

The AGM decided to authorise the Board of Directors to decide on a share issue of convertible and redeemable class C shares. The number of class C shares to be issued may not exceed 144,562. The new shares may only be subscribed for by an external party agreed in advance. The amount to be paid for each new share (the subscription price) shall correspond to the quota value of the share at the time of the subscription. The authorisation may be exercised on one or more occasions up until the annual general meeting in 2025. The new class C shares shall be subject to a share conversion clause pursuant to Chapter 4, § 6 of the Swedish Companies Act and a redemption clause pursuant to Chapter 20, § 31 of the Swedish Companies Act. The purpose of the authorisation is to secure the Company’s commitments under LTIP 2024 and to secure payment of future social security contributions attributable to Performance Shares.

The AGM decided to authorise the Board of Directors to decide on the repurchase of class C shares. Repurchases may be made through an acquisition offer directed to all holders of class C shares in the company. The number of class C shares that may be repurchased may not exceed 144,562. Repurchases shall be made at a cash price per share of not less than 100 and not more than 110 per cent of the quota value that applies at the time of the repurchase. The Board of Directors shall have the right to determine the other conditions of the repurchase. Repurchase shall also be able to be made of so-called interim shares in respect of class C shares, called Paid Subscribed Share (Sw. Betald Tecknad Aktie (BTA)) by Euroclear Sweden AB. The authorisation may be exercised on one or more occasions until the annual general meeting in 2025. The purpose of the authorisation is to secure the Company’s commitments under LTIP 2024 and to secure payment of future social security contributions attributable to Performance Shares in terms of cash flow.

The AGM decided on transfer of own shares within the frame of LTIP 2024. A maximum of: (i) 110,000 Bure shares may be transferred free of charge to participants under LTIP 2024, and (ii) 34,562 Bure shares may be transferred at market price on the stock market in order to secure the Company’s payment of social security contributions in terms of cash flow. The conditions of these transfers, the number of shares in each transaction and the time of the transfer shall be in accordance with the terms and conditions of LTIP 2024.

Utilisation of Repurchase Authorisation
At the subsequent statutory meeting, the Board of Directors decided to exercise the first-mentioned authorisation to repurchase own shares as described above. This decision means that repurchase can be initiated during the year.