12th May 2026 17:00
At the Annual General Meeting of Bure Equity AB (publ) on 12 May 2026, the following matters were addressed, amongst others:
Income statements and balance sheetsThe 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 2025.
Decision on dividendsThe AGM decided on a cash dividend of SEK 2.75 per share in ordinary dividend. The record date was set to 15 May 2026, which entails that payment is expected to be made on 20 May 2026.
Discharge from liabilityThe members of the Board of Directors and the Managing Director were discharged from liability for their management during the financial year 2025.
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. Ulf Rosberg was elected as a new member. 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 2027. Patrik Adolfson will be the auditor in charge.
Directors’ and auditors’ feesThe AGM decided that fees to the Board of Directors shall amount to a total of SEK 4,750,000 of which SEK 2,350,000 shall be paid to the Chairman of the Board and SEK 400,000 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 committeeThe AGM decided that the nomination committee prior to the annual general meeting in 2027 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 reportThe 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 executivesThe 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 sharesThe 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 13 May 2026 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 74,646,317 of which 74,195,294 are ordinary shares and 451,023 are class C shares. Bure holds all class C shares. The maximum number of shares that can be repurchased is therefore 7,464,632.
Authorisation for the Board of Directors to decide on a new share issueThe AGM authorised the Board of Directors decide, on one or more occasions until the annual general meeting in 2027, 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 2026 (LTIP 2026) and hedging measures
Terms and Conditions for the Incentive ProgrammeThe AGM decided on the introduction of a long-term incentive program 2026 (LTIP 2026). The objective of LTIP 2026 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 2026 in order to align the interests of the employees with the interests of the shareholders.
Participation in LTIP 2026 requires that the participant, during a certain period, acquires and ties up Bure shares in LTIP 2026 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 2026. Bure shares acquired by the participant within LTIP 2026 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 a specific performance requirement linked to the Bure share’s 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 2026 is directed towards a maximum of ten 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 2026, the participant must make an initial investment in Bure shares amounting to a minimum of 3 and a maximum of 12 per cent of the participant’s fixed base salary for the current year (the Matching Amount not included).
Allotment of Performance Shares under LTIP 2026 will be made during a limited period of time following the annual general meeting in 2029. 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 2026 as soon as possible following the AGM. LTIP 2026 comprises a maximum of 216,843 Bure shares of which a maximum of 165,000 Bure shares may be transferred free of charge to participants within LTIP 2026 and a maximum of 51,843 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 ProgrammeTo be able to implement the LTIP 2026 in a cost-effective and flexible manner, the Board proposes that the company's commitments for delivery of Performance Shares and the company's cash flow for payment of social security contributions attributable to the delivery of such Performance Shares be secured through use of the existing class C shares held by the company, and that, accordingly, no new issue of class C shares is required in connection with LTIP 2026.
The company has previously issued class C shares for the purpose of securing the delivery of shares under its long-term incentive programmes. In connection with the long-term incentive programmes adopted at the annual general meetings in 2022, 2023, 2024 and 2025 (respectively “LTIP 2022”, “LTIP 2023”, “LTIP 2024” and “LTIP 2025”), class C shares were issued and subsequently repurchased by the company.
The Board of Directors has conducted an overall assessment of the conditions for the allocation of shares under LTIP 2023, LTIP 2024 and LTIP 2025 and has concluded that, in its view, the performance conditions for the allocation of Bure shares under these programmes will not be fulfilled. As a result, the Board considers that the class C shares issued and repurchased to secure delivery under these programmes will not need to be utilised for such purposes.
In light of the above, the Board of Directors proposes that the class C shares currently held by the company – originally issued to secure delivery of shares under LTIP 2022, LTIP 2023, LTIP 2024 and LTIP 2025 – instead be used to secure the delivery of shares to participants in LTIP 2026. The Board considers that the total number of class C shares held by the company is sufficient to cover the company’s obligations under LTIP 2026, including the delivery of shares to participants and to hedge the company’s cash flow exposure in respect of future social security contributions related to the programme.
The class C shares utilised for delivery under LTIP 2026 will be converted into ordinary shares prior to delivery to the participants.
Attachments
ANNUAL GENERAL MEETING OF BURE EQUITY AB (PUBL) 2026