ACQ Bure AB (publ.) shareholders are hereby notified of the Annual General Meeting that will be held on 20 April, 2022 at 3pm at the IVA Konferenscenter, the Rausing Room, Grev Turegatan 16, Stockholm. Doors open at 2pm. Coffee will be served before the meeting starts.
In accordance with the provisions of Chapter 7, Section 4a of the Swedish Companies Act and the Company’s Articles of Association, the Board of Director’s has decided that prior to the Annual General Meeting, shareholders shall have the opportunity to exercise their voting rights by postal ballot. Shareholders can thus choose to attend the meeting physically, by proxy or by postal ballot.
Exercise of voting rights
Shareholders who wish to exercise their voting rights at the Annual General Meeting must:
- be entered in the share register maintained by Euroclear Sweden AB on Friday, 8 April, 2022, and
- notify their intention to participate to the Company according to the instructions under the heading ”Registration for physical participation or participation through a representative”; or, cast their postal vote according to the instructions under the heading ”Instructions for postal voting” no later than 12pm on Tuesday, 12 April, 2022.
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the meeting. In addition to registering, such shareholders must re-register their shares in their own name so that shareholders are registered in the share register maintained by Euroclear Sweden AB on the record date on Friday, 8 April, 2022. Such re-registration may be temporary, (so-called voting rights). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominees’ routines, request that the nominee make such registration. Registration of voting rights requested by shareholders at such a time that the registration has been made by the nominee no later than Tuesday, 12 April, 2022 will be considered in the compilation of the share register.
Registration for physical participation or participation through a representative
Anyone wishing to attend the meeting physically or through a representative must notify the Company no later than 12pm on Tuesday, 12 April, 2022, in one of the following ways:
- by post to Computershare AB, “ACQ Bure’s Annual General Meeting”, Box 5267, 102 46 Stockholm
- by email to proxy@computershare.se
- by phone +46 (0) 771 24 64 00, weekdays 9am-4pm
When registering for the annual general meeting, shareholders must provide their name, personal/corporate identity number, address, telephone number, number of shares they hold, and, if applicable, information on any assistants (maximum 2).
Anyone who does not wish to attend in person or exercise their voting right by postal vote may exercise their right at the meeting by proxy with a written, signed and dated power of attorney. If the power of attorney has been issued by a legal entity, a copy of the registration certificate or equivalent authorisation document for the legal entity must be attached.
To facilitate access to the meeting, proxies, registration certificates and other authorisation documents should be made available to the Company at the address Computershare AB, “ACQ Bure’s Annual General Meeting”, Box 5267, 102 46 Stockholm no later than Tuesday, 12 April, 2022.
Please note that notification of participation in the meeting must be made even if a shareholder wishes to exercise his or her voting rights at the meeting through a proxy. A submitted power of attorney is not considered as registration for the meeting.
Instructions for postal voting
Shareholders wishing to exercise their voting rights with a postal vote must use the postal vote form and follow the instructions that are available on the Company’s website (acq.se). Postal voting forms may be sent by post to shareholders who request this by phone on +46 (0)771 24 64 00, weekdays 9am to 4pm.
Completed and signed forms may be sent by post to Computershare AB, “ACQ Bures Annual General Meeting”, Box 5267, 102 46 Stockholm or by email to proxy@computershare.se. Completed forms must arrive at Computershare no later than 12 April 2022.
Shareholders who are physical persons may also cast postal votes electronically through verification with BankID via the Company’s website (acq.se). Electronic votes must be cast no later than April 12, 2022.
Shareholders may not include special instructions or conditions on postal votes. Inclusion of instructions or conditions on postal votes will invalidate these votes. Further instructions and conditions can be found on the postal voting form.
If shareholders cast postal votes by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the Company’s website (acq.se). For shareholders that are legal entities, a registration certificate or other authorisation document must be attached to the form.
Anyone wishing to revoke a postal vote and instead exercise their right to vote by attending the meeting physically or by proxy must notify the secretariat of the meeting before the meeting starts.
Agenda
1. Election of a chair for the annual general meeting
2. Presentation and approval of the voting list
3. Approval of the agenda
4. Election of one of two persons to verify the minutes of the Annual General Meeting
5. Determination as to whether the Annual General Meeting has been duly convened
6. Presentation of the annual report, the auditor’s report, consolidated accounts and the auditor’s consolidated report
7. Resolutions regarding
a) adoption of the income statement, balance sheet, consolidated income statement, and consolidated balance sheet
b) appropriation of the Company’s results according to the adopted balance sheet
c) discharge from liability for the members of the Board of Directors and the CEO
8. Determination of the number of board members to be appointed by the Annual General Meeting
9. Determination of fees for the Board of Directors
10. Election of members of the board and chairman of the board
11. Election of auditors
12. Determination of fees for the auditors
13. Determination of principles for the appointment of the Nomination Committee and instructions for the Nomination Committee
14. Resolution on the approval of the remuneration report
Nomination Committee for the year
Prior to the 2022 annual general meeting, the Nomination Committee is composed of Carsten Browall (appointed by Bure Equity AB), Thomas Ehlin (appointed by the Fourth AP Fund), Tomas Risbecker (appointed by AMF and AMF Fonder) and Patrik Tigerschiöld (chairman of ACQ Bure AB). The Nomination Committee appointed Carsten Browall to chair the Nomination Committee.
Item 1: Election of a chairman for the Annual General Meeting
The Nomination Committee proposes that the Chairman of the Board, Patrik Tigerschiöld, or the person appointed by the board in his absence, be appointed Chairman of the Annual General Meeting and that Niklas Larsson, Wistrand Advokatbyrå, or the person appointed by the board in his absence, is appointed as the registrar at the Annual General Meeting.
Item 2: Determination of the number of board members to be appointed by the Annual General Meeting
The voting list that is proposed to be approved is the voting list prepared by the Chairman at the Annual General Meeting on behalf of the Company, based on the Annual General Meeting share register and votes received in advance, and checked and approved by the adjusting person.
Item 3: Approval of the agenda
The Board of Directors proposes that the agenda, which is included in this notice to the Annual General Meeting, be approved as an agenda for the Annual General Meeting.
Item 4: Selection of one or two adjusters
It is suggested that one adjustment person be appointed. A person is proposed, together with the chairman, to adjust the minutes of the Annual General Meeting Tomas Risbecker representing AMF Pension & Fonder, or, in their absence, the person appointed by the board instead. The adjuster reviews the minutes of the Annual General Meeting, checks the voting list and that votes received in advance are correctly included in the minutes from the Annual General Meeting.
Item 5: Determination as to whether the Annual General Meeting has been duly convened
It is proposed that the Annual General Meeting approve the convening of the Annual General Meeting.
Item 7 b) – Resolution regarding appropriation of the Company’s results according to the adopted balance sheet
The board proposes that the results be balanced in a new account.
Item 8. Determination of the number of board members to be appointed by the Annual General Meeting
The Nomination Committee proposes that the Board of Directors shall consist of five ordinary board members without deputies for the period until the end of the next Annual General Meeting.
Item 9. Determination of fees for the Board of Directors
The Nomination Committee proposes that fees to the Board of Directors be paid in a total amount of SEK 1,500,000, of which SEK 500,000 shall be paid to the chairman of the board, and SEK 250,000 to each of the other ordinary members. The proposed fees are unchanged from the previous year.
Item 10. Election of members of the board and chairman of the board
The Nomination Committee proposes the re-election of sitting board members Caroline af Ugglas, Katarina Bonde, Sarah McPhee, Eola Änggård Runsten and Patrik Tigerschiöld for the period until the end of the next Annual General Meeting. Patrik Tigerschiöld is proposed for re-election as chairman of the board for the period until the end of the next Annual General Meeting.
Item 11. Election of auditors
The Nomination Committee proposes that a registered auditing firm be elected as the Company’s auditor and that the registered auditing firm Öhrlings PricewaterhouseCoopers AB be re-elected in such a capacity until the end of the 2023 annual general meeting, (with authorised public accountant Magnus Svensson Henryson as Auditor-in-Charge until further notice).
Item 12. Determination of fees for the auditors
The Nomination Committee proposes that fees to the auditors be paid according to approved account.
Item 13. Determination of principles for the appointment of the Nomination Committee and instructions for the Nomination Committee
The Nomination Committee proposes that the Annual General Meeting decides to establish principles for the appointment of the Nomination Committee in accordance with the following. The proposal is unchanged from the previous year.
- Appointment of Members of the Board etc.
1.1 No later than the end of the third quarter of each year, the chairman of the board shall ensure that the Company’s three largest shareholders or ownership groups, in terms of voting rights, are invited to nominate their own representative to the Nomination Committee. The determination of voting rights is based on Euroclear Sweden AB’s shareholder list (owner-grouped) as of the last banking day in August or any other documentation that shareholders or ownership groups at this time report as evidence of their shareholding. Where one or more shareholders refrain from Nomination a member to the Nomination Committee, one or more additional shareholders in subsequent order of ownership share shall be offered the opportunity to nominate a member to the Nomination Committee. However, no more than five additional shareholders need be contacted, unless the chairman of the board finds that there are special reasons for doing so. When shareholders are contacted with a request to nominate a member of the Nomination Committee, the chairman of the board shall establish required rules of procedure such as the last day of response, etc.
1.2 The Nomination Committee shall consist of a total of at least three members, including the chairman of the board, who is a member of the Nomination Committee and who convenes the first meeting of the Nomination Committee.
1.3 The composition of the Nomination Committee shall be made public as soon as it has been appointed. The chairman of the Nomination Committee shall, unless Committee members agree otherwise, be the Committee member who represents the largest shareholder in terms of votes. However, the chairman of the board or other board member shall not be the chairman of the Nomination Committee. The Nomination Committee shall hold its mandate until a new Nomination Committee is appointed. Fees shall not be paid to the members of the Nomination Committee.
1.4 The Nomination Committee may, within and through the adjunct of the required additional member/members, appoint a specially appointed nomination committee for the appointment of an auditor (in accordance with paragraph 2.1 below). If such an appointment is made, this shall also be published as set out above in this section. In this way, all shareholders should be informed of the persons who can be contacted in nomination matters.
1.5 A member shall leave the Nomination Committee if the shareholder who has appointed that member no longer has substantially the same ownership interest as when the member was appointed. If, subsequently, the Nomination Committee no longer has at least three members, the chairman of the board shall endeavour to appoint a new member in accordance with the principles described in paragraph 1.1. However, unless there are particular reasons for doing so, no changes shall be made to the composition of the Nomination Committee if only minor changes in the number of voting rights have occurred or if such changes occur less than two months before the Annual General Meeting.
1.6 Shareholders who have nominated a representative to be a member of the Nomination Committee have the right to dismiss such member and nominate a new representative to be a member of the Nomination Committee.
- Tasks of the Nomination Committee
2.1 The Nomination Committee shall prepare and submit proposals to the Annual General Meeting including:
– election of a chairman for the Annual General Meeting
– election and remuneration to the chairman of the board and members of the Company’s Board of Directors and, where applicable, any other special committee or subcommittee that the Annual General Meeting may decide to appoint
– election and remuneration to the auditor and, if appropriate, the deputy auditor
2.2 The chairman of the board shall, as appropriate, provide information to the Nomination Committee on the skill sets of the board’s and its routines.
2.3 At the request of the Nomination Committee, the Company shall provide personal resources such as secretarial assistance to facilitate the work of the Nomination Committee. If necessary, the Company shall also bear reasonable costs for, for example, external consultants who are deemed necessary by the Nomination Committee to enable the Nomination Committee to fulfil its tasks.
- Meetings
3.1 The Nomination Committee shall meet when required to fulfil its tasks, however at least twice a year. Notice of a meeting is issued by the Chairman of the Nomination Committee, (with the exception of the first meeting which is convened by the chairman of the board). A member may request that the Nomination Committee be convened.
3.2 The Nomination Committee has a quorum if at least half of its members participate. However, decisions on matters may not be made unless, as far as possible, all Committee members have been given the opportunity to participate in the matter. For a decision to be valid, more than half the Committee members present are required to vote for it. In the event of an equal number of votes being cast for and against a particular motion, the Chairman of the Nomination Committee has the casting vote.
3.3 An account of the Nomination Committee’s work in the form of proposals and opinions from the Nomination Committee shall be published on the Company’s website well in advance of the Annual General Meeting.
- Amendments to these instructions
4.1 The Nomination Committee shall continuously evaluate these instructions and the work of the Nomination Committee and submit proposals for such amendments to these instructions as the Nomination Committee deems appropriate.
Item 14 – Resolution on the approval of the remuneration report
The Board of Director’s proposes that the Annual General Meeting approves the board’s remuneration report according to Chapter 8, Section 53 of the Swedish Companies Act.
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Other
On the date of publication of this notice, the total number of shares and votes in the Company amounted to 35,000,000. The Company does not hold any of its own shares.
Annual report and other documentation
The annual report and audit report for the 2021 financial year will be published no later than 16 March, 2022. The Nomination Committee and Board of Directors’ complete resolution proposals, including supporting documents will be made available to shareholders at ACQ Bure AB’s offices at Nybrogatan 6 in Stockholm, and on the Company’s website (acq.se), no later than 30 March, 2022, and posted to all shareholders who request copies and provide their mailing address. The same applies to the board’s report in accordance with Chapter 8, Section 53a of the Swedish Companies Act and the auditor’s report in accordance with Chapter 8, Section 54 of the same law.
Processing of personal data
For information on how personal data is processed regarding the annual general meeting, please see: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf. (In Swedish).
Stockholm, March 2022
The Board of Directors of Bure ACQ AB
_____________________
ACQ Bure AB (publ.), corporate identity number 559278-6668
Nybrogatan 6, 114 34 Stockholm
+46 (0) 8 614 00 20
info@acq.se
www.acq.se