Report from Björn Borg’s Annual General Meeting 2015


The Annual General Meeting of Björn Borg AB was held at 6 p.m. on 11 May, 2015
at the company’s offices in Stockholm.

The Annual General Meeting adopted the income statement and balance sheet, the
consolidated income statement and the consolidated balance sheet for the year
2014. The Annual General Meeting resolved that no dividend be paid to the
shareholders for the year 2014. Instead of a dividend, the Annual General
Meeting resolved on a share redemption program as set out below.

Directors
The Annual General Meeting resolved to re-elect the Directors Fredrik Lövstedt,
Kerstin Hessius, Mats H Nilsson, Isabelle Ducellier, Nathalie Schuterman and
Martin Bjäringer and to elect Heiner Olbrich as new Director, meaning also that
the total number of Directors remains seven. Anders Slettengren declined re
-election. The Meeting resolved to re-elect Fredrik Lövstedt as Chairman of the
Board of Directors. Further the Meeting resolved that the remuneration to the
Board shall be unchanged, which means that the Chairman of the Board receives
SEK 350,000 and other Directors SEK 140,000 each. The Meeting also resolved that
remuneration to be paid to the Directors for work on board committees would
remain unchanged, at SEK 15,000 to each of the members of the remuneration
committee and SEK 25,000 to the Chairman of the remuneration committee, and SEK
50 000 to each of the members of the audit committee and SEK 75,000 to the
Chairman of the audit committee.

Auditors
The Annual General Meeting resolved to re-elect Deloitte AB for the period until
the end of the next Annual General Meeting. The Meeting also decided that fair
remuneration to the auditors shall be paid on approved accounts.

Automatic share redemption procedure
The Annual General Meeting resolved on an automatic share redemption procedure,
including a share split 2:1, in accordance with proposal by the Board of
Directors. The proposal involves a distribution to the shareholders of SEK 1,50
per existing share. The Annual General Meeting authorized the Board of Directors
to set the record date for the share split, which is estimated to occur 21 May
2015. Payment of the redemption amount is estimated to take place by 12 June
2015, through Euroclear. ISIN code for redemption share is SE0003857457 and for
original share SE0006965240.

Authorization to resolve on new issues of shares, warrants and/or convertibles
In accordance with the proposal by the Board of Directors, the Annual General
Meeting authorized the Board of Directors, until the next Annual General
Meeting, to resolve on new issues of shares, warrants or convertibles on one or
several occasions, with or without deviation from the shareholders' preferential
rights. The reasons for deviating from the shareholders' preferential rights
shall be to enable directed share issues for the purpose of acquisitions of
companies or businesses, in whole or in part, alternatively for raising capital
to be used for such acquisitions.

Long-term incentive plan including convertible debentures and warrants
The Meeting adopted the Board of Directors’ proposal regarding long-term
incentive plan involving issue and transfer of convertible debentures and
warrants. The incentive plan encompasses a convertible debenture plan for all
employees in the Swedish companies in the Björn Borg group and a warrant plan
for the senior management. The convertible debenture plan involves a convertible
debenture loan in a nominal amount of up to SEK 34,800,000 corresponding to up
to 580,000 convertible debentures, which upon conversion can be converted into
up to 580,000 shares in the company. The warrant plan involves an issue of up to
520,000 warrants, which give entitlement to subscription of up to 520,000 shares
in the company. The convertible debentures shall be issued at nominal value,
which corresponds to the conversion price. The subscription price corresponds to
100 per cent of the nominal value of the convertible debentures. The
subscription price for the warrants shall be the market value calculated in
accordance with a generally accepted valuation method (Black & Scholes) based on
the average volume weighted bid price of the Björn Borg share on Nasdaq
Stockholm during the period 21-29 May 2015. Each convertible debenture and
warrant under the incentive plan gives entitlement to conversion to, or
subscription of, one new share in Björn Borg, at a conversion price or
subscription price equivalent to 120 per cent of the average volume weighted bid
price of the Björn Borg share on Nasdaq Stockholm during the period 21-29 May
2015.

Guidelines for remuneration to the executive management
The Meeting adopted the Board of Directors' proposal regarding guidelines for
remuneration to the executive management, comprising the managing director and
the other individuals in the executive management.

Nomination committee
The Annual General Meeting approved the nomination committee’s proposal
regarding the nomination committee.

Other
The CEO gave a presentation and answered questions.

For further information, please contact:
Fredrik Lövstedt, Chairman of the Board, telephone: +46 708 59 54 80, e-mail
fredrik.lovstedt@bjornborg.com

The information contained in this press release is such that the company is
required to disclose in accordance with the Swedish Securities Markets Act
and/or the Swedish Financial Instruments Trading Act. The information was
released for publication on 12 May, 2015 at 8.00 a.m. (CET).

About Björn Borg
The Group owns the Björn Borg trademark and its core business is underwear and
sportswear. It also offers footwear, luggage & bags and eyewear through
licensees. Björn Borg products are sold in around thirty markets, of which
Sweden and the Netherlands are the largest. The Björn Borg Group has operations
at every level from branding to consumer sales in its own Björn Borg stores.
Total sales of Björn Borg products in 2014 amounted to about SEK 1.4 billion,
excluding VAT, at the consumer level. Group net sales amounted to SEK 539
million in 2014, with an average of 129 employees. The Björn Borg share has been
listed on NASDAQ Stockholm since 2007.

Attachments

05111494.pdf