Notification of attendance
Shareholders who wish to attend the meeting must, firstly, be listed in the shareholders’ register maintained by VPC AB (the Swedish Central Securities Depository) on Friday, 4 April 2008, and secondly, give notice of their intention to attend the meeting no later than on Friday, 4 April 2008, 4 p.m. Notification shall be given by mail to Björn Borg AB, Götgatan 78, 28 tr, 118 30 Stockholm, by telephone 08-506 33 700, or by e-mail to stamma@bjornborg.com. Name, personal number/corporate registration number, address, telephone number and any accompanying persons, should be stated when notification is given.
Representatives of shareholders and corporate representatives shall deliver authoriza-tion documents to Björn Borg well in advance of the annual general meeting. Proxy forms are available on the company website.
In order to attend the meeting, shareholders with custodian registered shares must have such shares temporary registered in their own names, in the shareholders’ register ma-intained by VPC AB. This procedure, so-called voting rights registration, must have been effected on Friday, 4 April 2008, which means that the shareholders must inform the custodian well in advance before this date.
Proposed agenda
1. Opening of the meeting
2. Election of the chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to check the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation of the annual report and the auditor’s report, and the consolidated financial statements and the consolidated audit report
8. Speech by the president
9.
a) Resolution on adoption of the income statement and balance sheet, and of the consolidated income statement and the consolidated balance sheet
b) Resolution on disposition of the company’s profits in accordance with the approved balance sheet and record date for dividends, in case the annual general meeting decides a dividend
c) Resolution on discharge from personal liability of the directors and the pre-sident
10.Report on the work of the nomination committee
11.Resolution on the number of directors and deputy directors, if any
12.Resolution on the remuneration to be paid to chairman of the board of directors, other directors and to the auditors
13.Election of directors and deputy directors, if any
14.The proposal by the board of directors regarding resolution on issue of warrants in order to form an incentive programme, and approval of transfer of warrants
15.The proposal by the board of directors to authorize the board of directors to resolve on new issues of shares, warrants and/or convertibles
16.The proposal by the board of directors to authorize the board of directors to resolve on the acquisition and transfer of the company’s own shares
17.The proposal by the board of directors regarding guidelines for remuneration to the executive management
18.Proposal regarding the nomination committee
19.Closing of the meeting
Proposals
Item 2 – Election of the chairman of the meeting
The nomination committee has proposed Fredrik Lövstedt, the chairman of the board of directors, as chairman of the annual general meeting.
Item 9b – Resolution on disposition of the company’s profits in accordance with the approved balance sheet and record date
The board of directors proposes a dividend of SEK 1,50 per share and that the record date for the dividend be 15 April 2008. If the annual general meeting approves this proposal, payment through VPC AB is estimated to be made on 18 April 2008.
Item 11-13 – Resolution on the number of directors and deputy directors, if any; reso-lution on the remuneration to be paid to the chairman of the board of directors, the other directors, and to the auditors; and election of directors and deputy directors, if any
The nomination committee has proposed re-election of the directors Fredrik Lövstedt, Vilhelm Schottenius, Håkan Roos, Mats H Nilsson, Nils Vinberg, Lottie Svedenstedt and Michael Storåkers without deputy directors, and Fredrik Lövstedt as chairman of the board of directors. The nomination committee has proposed that the chairman of the board of directors is to receive SEK 300,000 (previously SEK 200,000) and other directors SEK 100,000 (previously SEK 80,000) each. As previously, the president shall receive no remuneration in his capacity as a member of the board of directors, and no special remuneration is to be paid for work in the board committees. The nomina-tion committee has further proposed that fair remuneration to the auditors is to be paid as charged. Shareholders representing approximately 37 % of the number of votes in the company have announced that they intend to vote in favour of the nomination committee.
Item 14 – The proposal by the board of directors regarding resolution on issue of war-rants in order to form an incentive programme, and approval of transfer of warrants
In order to form a new incentive programme for, at first hand, persons employed by the Björn Borg Group who have not been given the opportunity to participate in previous incentive programme but also, to a more limited extent, other employees in the Group, the board of directors proposes that the annual general meeting resolves to issue 500,000 warrants, each entitling the holder to subscribe for one (1) new share in Björn Borg.
For the incentive programme the following main conditions shall apply:
I) Right to subscription of warrants, issue price etc.
The right to subscription of the warrants shall, with deviation from shareholders’ pref-erential rights, solely belong to Björn Borg’s wholly-owned group company Björn Borg Brands AB, with right and obligation for that company to transfer the warrants as described in III below.
Subscription of the warrants shall take place no later than by April 21, 2008. The war-rants shall be issued free of charge.
II) Share subscription period and price
Subscription for shares in Björn Borg by making use of the warrants can take place in May and November each year during the period November 1, 2008 – June 1, 2011. Such subscription shall take place at a price corresponding to 130 % of the average final share price at OMX Nordic Exchange Stockholm during the period commencing on 1 June 2008 and ending on 21 June 2008. Days when no trading takes place shall not be taken into account for purposes of the calculation.
The subscription price and the number of shares to which each warrant entitles the holder, may be recalculated in connection with share issues etc. according to customary recalculation terms.
III) Transfer of the warrants
Björn Borg Brands AB shall transfer the warrants to persons who are employed or will be employed by the Group pursuant to what is stated below.
The warrants shall be transferred at market price, calculated by an external valuer ac-cording to the so-called Black & Scholes model.
The following persons shall be entitled to acquire warrants in accordance with instruc-tions issued by the board of directors (i) employees within the Björn Borg Group who have not been able to participate in the group’s previous incentive programmes based on warrants (“New Employees”), (ii) employees within the Björn Borg Group that have been able to participate in the group’s previous incentive programmes based on war-rants (“Present Employees”) and (iii) individuals that will be employed within the Björn Borg Group following the annual general meeting 2008 (“Future Employees”).
The board of directors have divided the New Employees in the following two groups; Group 1, Executive management, that shall comprise 1 individual who can be offered to subscribe for not more than 15,000 warrants and Group 2, Other employees that shall comprise 50 individuals who each can be offered to subscribe for not more than 6,000 warrants.
The board of directors have in a corresponding way divided the Present Employees in two Groups; Executive management, that shall comprise 6 individuals who each can be offered to subscribe for not more than 10,000 warrants and Group 2, Other employees that shall comprise 22 individuals who each can be offered to subscribe for not more than 4,000 warrants. The president of the company, who is also member of the board of directors, will not be offered to participate in the programme.
The assignments of warrants by the board of directors to Future Employees shall be consistent with the division into groups and the number of warrants that applies to New Employees, however without limitation as to the number of individuals that have been allocated to each group.
It is further proposed that the annual general meeting approves the transfer of warrants as set out above.
IV) Increase of share capital; dilution
The share capital of the company will at full subscription and full exercise of the pro-posed warrants be increased by SEK 156,250. Such an increase corresponds to a dilu-tion of the shareholders’ shareholdings by approximately 1,9 %, calculated on a fully diluted basis with respect to previously issued warrants, except for warrants that are still possessed by Björn Borg Brands AB. The latter warrants, which entitles to sub-scription of 184,000 shares, will be cancelled.
The corresponding dilution will upon full exercise of the proposed warrants and the above-mentioned still outstanding warrants resulting from previous incentive pro-grammes, in the aggregate amount to almost 2,4 %.
V) Reasons for deviating from the shareholders’ preferential rights etc.
The board of directors has assessed that it is to the benefit for Björn Borg and its share-holders that employees within Björn Borg and the Björn Borg Group take part in the development of the group by way of being offered to acquire warrants in an incentive programme in the way that has been stated above. A personal long-term shareholding commitment amongst the individuals that are entitled to subscribe is likely to stimulate an intensified commitment to the business, the earnings trend, increase the motivation and the togetherness with the company.
VI) Special authorization for the president
The president of the company is authorized to take make such minor adjustments of the resolution by the annual general meeting that may prove to be necessary in connection with registration measures with the Swedish Companies Registration Office and VPC AB.
VII) Special voting requirements
The board of directors’ proposal requires a resolution by the meeting that is supported by shareholders representing at least 9/10 of both votes cast and the shares represented at the meeting in order to be valid.
Item 15 – The proposal by the board of directors to authorize the board of directors to resolve on new issues of shares, warrants and/or convertibles
The board of directors proposes that the annual general meeting authorizes the board of directors, until the next annual general meeting, on one or several occasions, with or without deviation from the shareholders’ preferential rights, to resolve on new issues of shares, warrants or convertibles. Resolutions that are passed by making use of the au-thorization may not, in the aggregate, involve an increase of the share capital by more than SEK 390,625 (distributed on not more than 1,250,000 new shares). The authoriza-tion shall also include the right to resolve on new issues where the shares are to be paid for with non-cash consideration or through set-off of a claim, or otherwise with terms and conditions pursuant to the Companies Act Ch. 13 Sec. 7, Ch. 14 Sec. 9, or Ch. 15 Sec. 9.
The reasons for deviating from the shareholders’ preferential rights shall be to enable directed share issues for the purpose of acquisitions of complete or part of companies or businesses, alternatively for raising capital to be used for such acquisitions, and to consolidate the company’s financial position when needed. The basis for the subscrip-tion price shall be the market price of the share.
Item 16 – The proposal by the board of directors to authorize the board of directors to resolve on the acquisition and transfer of the company’s own shares
The board of directors proposes that the annual general meeting authorizes the board of directors, until the next annual general meeting, on one or several occasions, to resolve on the acquisition and transfer of the company’s own shares to the extent that the shareholding of the company, after such acquisitions, does not exceed ten percent of all the shares in the company. Acquisitions shall be made on the OMX Stockholm Stock Exchange at a price within the from time to time applicable spread, i.e. the difference between the highest bid price and the lowest offer price, observing the from time to time applicable rules of the listing agreement between the company and the OMX Stockholm Stock Exchange, or in accordance with an offer to purchase shares which has been directed to all shareholders. The purpose of any acquisitions is to give the board of directors an increased ability to act in its work with the company’s capital structure and to, where appropriate, enable share acquisitions to transfer the same shares in connection with financing of acquisitions of companies or other kinds of strategic investments.
The board of directors further proposes that the annual general meeting authorizes the board of directors, until the next annual general meeting, on one or several occasions, to resolve on transfers of shares in the company to third parties. Transfers may be made of a maximum of so many shares which the company from time to time possesses. Transfers may take place at the OMX Stockholm Stock Exchange or outside the OMX Stockholm Stock Exchange, involving a right to resolve to deviate from the sharehold-ers’ preferential rights. Transfers at the OMX Stockholm Stock Exchange shall take place at a price within the from time to time applicable spread. Transfers outside the OMX Stockholm Stock Exchange shall take place at a price in cash or non-cash con-sideration that corresponds to the market share price at the time of the transfer of those shares that are transferred, with such a deviation that the board of directors finds ap-propriate. The reasons for the board of directors’ right to deviate from the shareholders’ preferential rights shall be to enable financing of acquisitions of companies and other kinds of strategic investments in a cost-efficient way.
Item 17 – The proposal by the board of directors regarding guidelines for remuneration to the executive management
The board of directors proposes that the annual general meeting shall adopt the follow-ing guidelines for remuneration to the executive management. Remuneration to the managing director and the seven other individuals in the executive management shall consist of base salary, a variable remuneration, long-term incentive programmes (in accordance with item 14 on the agenda) and additional benefits and pensions. The total remuneration shall correspond to market practice and be competitive, and be related to responsibility and authority. The variable remuneration shall be based on the outcome in proportion to defined and measurable targets and be limited in relation to the target compensation that has been determined. In the event of termination of employment initiated by the company, the notice period shall not be longer than 12 months. Sever-ance pay shall not exist. Pension benefits are to be determined either by benefit or charge, or a combination thereof, and entitle the executive management to pension from the age of 65 years. The board of directors may deviate from these guidelines only if special causes exist in an individual case.
Item 18 – Proposal regarding the nomination committee
The nomination committee of the company proposes that the representatives of the nomination committee shall be appointed through a procedure where the chairman of the board of directors contacts the three largest shareholders in terms of votes as per 31 August 2008, and that such shareholders each appoint a representative to, together with the chairman of the board of directors, constitute the nomination committee up until the next annual general meeting, or, if applicable, up until a new nomination committee has been appointed. If any of these shareholders elects to renounce from its right to appoint a representative, the right shall pass to the largest shareholder in turn. Should a representative resign from the nomination committee before its work is completed shall, if considered necessary, a substitute be appointed by the same shareholder that has appointed the resigning representative, or, if this shareholder does not belong to the three largest shareholders in terms of votes anymore, by the new shareholder that be-longs to this group. The nomination committee shall appoint one of its members chairman. The composition of the nomination committee shall be made public through a separate press release as soon as the nomination committee has been formed and no later than six months before the annual general meeting. In the event that the ownership structure is changed after the nomination committee has been composed such that one or several shareholders that have appointed a representative to the nomination commit-tee is no longer in the group of the three largest shareholders in terms of votes, the composition of the nomination committee may be changed in accordance therewith if the nomination committee considers that so is necessary. The tasks of the nomination committee shall be to prepare for the next annual general meeting proposals in respect of number of members of the board of directors, remuneration to the members of the board of directors, remuneration, if any, for committee work, the composition of the board of directors, the chairman of the board of directors, resolution regarding the nomination committee, chairman at the annual general meeting and, where relevant, election of auditors and auditors fees.
Specific majority requirements
The proposals under item 15 and 16 are subject to the resolutions by the annual general meeting being supported by shareholders representing at least 2/3 of the votes case as well as the number of shares represented at the meeting. The proposal under item 14 is subject to the resolution by the annual general meeting being supported by at least 9/10 of the votes cast as well as the number of shares represented at the meeting.
There are in the aggregate 25,036,984 shares outstanding in Björn Borg carrying one vote each; accordingly there are 25,036,984 votes.
Available documents
The accounts, the auditor’s report, the auditor’s report regarding the previous guide-lines for remuneration to the executive management and the complete proposals for decisions with respect to items 9b and 14-18 will be available to the shareholders at the company and at the company’s website http://www.bjornborg.com as from 27 March 2008, and will also be distributed to shareholders that has requested it, and that have in-formed of its postal address.
Stockholm, March 2008
The Board of Directors
For further information, please contact:
Fredrik Lövstedt, Chairman of the Board, mobile +46-708-59 54 80, fredrik.lovstedt@bjornborg.com
