The shareholders of Björn Borg AB (publ) are hereby invited to attend the annual general meeting, to be held at the company’s premises, on Thursday, 23 April 2009, at 5 p.m. at Götgatan 78 (Skrapan), 23rd floor, Stockholm, Sweden.
Notification of attendance
Shareholders who wish to attend the meeting must, firstly, be listed in the shareholders’ register maintained by Euroclear Sweden AB (formerly VPC AB, the Swedish Central Securities Depository) on Friday, 17 April 2009, and secondly, give notice of their intention to attend the meeting no later than that day (Friday, 17 April 2009). 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 regis-tration number, address, telephone number and any accompanying persons, should be stated when notifica-tion is given.
Representatives of shareholders and corporate representatives shall deliver authorization 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 tempo-rary registered in their own names, in the shareholders’ register maintained by Euroclear Sweden AB. This procedure, so-called voting rights registration, must have been effected on Friday, 17 April 2009, 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 presidents
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 to authorize the board of directors to resolve on new issues of shares, warrants and/or convertibles
15. 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
16. The proposal by the board of directors regarding guidelines for remuneration to the executive man-agement
17. The proposal by the board of directors for a resolution on amendments to the articles of association (object of the company’s business as well as notice period for and means of convening general meet-ings)
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 chair-man 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 28 April 2009. If the annual general meeting approves this proposal, payment through Euroclear Sweden AB is estimated to be made on 4 May 2009.
Item 11-13 – Resolution on the number of directors and deputy directors, if any; resolution on the remunera-tion to be paid to the chairman of the board of directors, the other directors, and to the auditors; and elec-tion of directors and deputy directors, if any
The nomination committee has proposed re-election of the directors Fredrik Lövstedt, Vilhelm Schottenius, Mats H Nilsson, Nils Vinberg and Michael Storåkers, and new election of the directors Monica Elling and Fabian Månsson. No deputies shall be elected. The previous directors Håkan Roos and Lottie Svedenstedt have declined re-election. The nomination committee has proposed that Fredrik Lövstedt, as previously, is elected chairman of the board. The nomination committee has furthermore proposed that the chairman of the board of directors is to receive SEK 300,000 (no change from previous year) and other directors SEK 100,000 each (no change from previous year). No special remuneration is to be paid for work in the board committees. The nomination committee has further proposed that fair remuneration to the auditors is to be paid as charged. The nomination committee’s reasoned statement regarding the proposed board of directors can be found on the company’s web site http://www.bjornborg.com.
Item 14 – 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 authorization 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 authorization 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 capi-tal to be used for such acquisitions, and to consolidate the company’s financial position when needed. The basis for the subscription price shall be the market price of the share.
Item 15 – The proposal by the board of directors to authorize the board of directors to resolve on the acquisi-tion 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 NASDAQ OMX Stockholm AB at a price within the from time to time applicable spread, i.e. the difference between the high-est bid price and the lowest offer price, observing the NASDAQ OMX Stockholm AB’s regulatory frame-work for issuers, applicable from time to time, 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 in-creased 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. Transfer of own shares may only occur as liquid in connection with acquisitions of companies, and other kinds of strategic investments and acquisitions, or to finance such acquisitions and investments. 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 NASDAQ OMX Stockholm AB or outside the NASDAQ OMX Stockholm AB, involving a right to resolve to deviate from the shareholders’ preferential rights. Transfers at the NASDAQ OMX Stockholm AB shall take place at a price within the from time to time applicable spread. Transfers outside the NASDAQ OMX Stockholm AB shall take place at a price in cash or non-cash consid-eration that corresponds to the market share price at the time of the transfer of those shares that are trans-ferred, with such a deviation that the board of directors finds appropriate. The reasons for the board of direc-tors’ 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 16 – 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 following guidelines for re-muneration to the executive management. Remuneration to the managing director and the seven other indi-viduals in the executive management shall consist of base salary, a variable remuneration, previously estab-lished long-term incentive programmes 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. Severance 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 17 – The proposal by the board of directors for a resolution on amendments to the articles of associa-tion (object of the company’s business as well as notice period for and means of convening general meetings)
The board of directors proposes the following amendments to the articles of association:
I. that paragraph 3 in the articles of association is amended in order to adjust the object of the company’s business to better fit the business concept and business of the company, so that paragraph 3 thereafter sets out: “The object of the company’s business shall be to directly or through wholly owned or partly owned companies, own, manage and commercialize (including through licensing), and develop the brand Björn Borg, and pursue therewith compatible business.”
II. that paragraph 8 in the articles of association, to the extent it relates to the means of convening general meetings, shall be amended so that it thereafter sets out: “Notice convening general meetings shall be given by announcement in Post- och Inrikes Tidningar and on the company’s web site. It shall be announced in Svenska Dagbladet that notice of general meeting has been made.”
III. that paragraph 8 in the articles of association, to the extent it relates to the notice period for convening general meetings, i.e. the parts of the current wording in paragraph 8 which do not relate to the means of convening general meetings, shall be deleted, meaning that the provisions of the Swedish Companies Act (2005:551) regarding notice period for general meetings shall apply.
The board of directors proposes that the resolution of the annual general meeting on amendments to the arti-cles of association in accordance with II and III above respectively, shall be subject to the entering into force of amendments to the Swedish Companies Act regarding means of and notice period for convening general meetings, to the effect that the proposed wordings set forth in II and/or III are consistent with the Swedish Companies Act.
Item18 – 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 based on shareholders statistics from Euroclear Sweden AB as per 31 August 2009, and that such shareholders each appoints 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 representa-tive 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 share-holder that belongs to this group. The nomination committee shall appoint one of its members chairman. The composition of the nomination committee shall be made public on the company’s web site 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 committee 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 neces-sary. 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 and the auditors, remuneration, if any, for committee work, the composition of the board of direc-tors, the chairman of the board of directors, resolution regarding the nomination committee, chairman at the annual general meeting and, where relevant, election of auditors.
Specific majority requirements
The proposals under item 14, 15 and 17 are subject to the resolutions by the annual general meeting being supported by shareholders representing at least 2/3 of the votes cast as well as the number of shares repre-sented at the meeting.
There are in the aggregate 25,059,184 shares outstanding in Björn Borg carrying one vote each; accordingly there are 25,059,184 votes.
Available documents
The accounts, the auditor’s report, the board of director’s reasoned statement, the auditor’s report regarding the previous guidelines for remuneration to the executive management and the complete proposals for deci-sions with respect to items 9b and 14-18 will be available to the shareholders at the company and at the com-pany’s website http://www.bjornborg.com as from 9 April 2009, and will also be distributed to shareholders that has requested it, and that have informed of its postal address.
Stockholm, March 2009
The Board of Directors
