Beijer Electronics Group — AGM Information 2012

Mar 21, 2012

Notice Convening the AGM of Beijer Electronics AB (publ)

The shareholders of Beijer Electronics AB (publ) are hereby convened to the Annual General Meeting (AGM), which will be held at 4 p.m. on Wednesday, April 25, 2012 at Malmö Exhibition Centre, Mässgatan 6 (behind Malmö Arena), Malmö, Sweden.

Shareholders entitled to participate at the Meeting:

• Firstly, will be included in the share register maintained by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organization) by Thursday, April 19, 2012;
• Secondly, will have notified the company of their intention to participate, with the number of assistants they wish to bring, by no later than 12 noon on Thursday, April 19, 2012.

Notifications

Notifications, which shall state the shareholders' name, personal or corporate identity number, shareholding, address, potential proxies/assistants and telephone number, are submitted via the company's website, www.beijerelectronics.se, by telephone on +46 (0)40 35 86 44, by fax on +46 (0)40 29 26 70, by e-mail arsstamma@beijerelectronics.se or by mail to Annika Johnsson, Beijer Electronics AB (publ), Box 426, 201 24 Malmö, Sweden (please mark the envelope 'AGM').

If participation is by power of attorney, a dated original shall be sent to the company by no later than April 19, 2012. Power of attorney forms are available on order from the company via telephone, e-mail or mail, as stated above. Representatives of legal entities should present certificates of incorporation or equivalent documentation stating authorized signatories. In order to participate at the meeting, shareholders' with nominee-registered holdings must temporarily register their shares in their own name. This re-registration must be complete by April 19, 2012, and shareholders should notify their nominees in good time before this date.

Business/proposed agenda

• 1. Electing a Chairman of the Meeting
• 1. Preparing and approving the voting list
• 1. Approval of the agenda
• 1. Appointment of two people to verify the minutes
• 1. Consideration of whether the Meeting has been duly convened
• 1. Review of Board of Directors' activities
• 1. Statement by the Chief Executive Officer
• 1. Submission of the annual accounts and audit report and the consolidated accounts and consolidated audit report
• 1. Resolutions in the matters of:
• a) Adopting the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet
• b) Appropriation of the company's profits pursuant to the adopted Balance Sheet
• c) Discharging the Board members and Chief Executive Officer from liability
• 1. Determining the number of Board members
• 1. Determining fees to the Board of Directors and Auditors
• 1. a) Electing the Board of Directors b) Electing the Auditors
• 1. Resolution on Nomination committee
• 1. Resolution regarding guidelines for remunerating senior executives
• 1. Resolution on authorization for the Board of Directors to reach decisions on new share issues
• 1. Closing the Meeting

Item 1 Electing a Chairman of the Meeting

The Nomination Committee proposes that Anders Ilstam is elected Chairman of the Meeting.

Item 9 b. Dividends

The Board of Directors proposes ordinary dividends of SEK 2.25 per share for the financial year 2011. The proposed record date for dividends is April 30, 2012. Dividends are scheduled for disbursement from Euroclear Sweden AB on May 4, 2012.

Items 10-13 Proposals for resolutions regarding the number of Board members, Directors' fees, election of the Board of Directors, auditing firm and Nomination Committee

Apart from Chairman of the Board Anders Ilstam, the following shareholders were members of the Nomination Committee: Stena Sessan AB represented by Mauritz Sahlin (convener), Svolder AB represented by Ulf Hedlundh, the Fourth AP (Pension Insurance) Fund, represented by Arne Lööw and SEB Funds represented by Per Trygg.

Shareholders representing a total of fully 50 per cent of the share capital and voting rights of the company have reported that they will be supporting the following proposals at the Meeting:

Item 10

That the Board of Directors shall consist of six members, with no deputies.

Item 11

• That fees of SEK 450,000 will be payable to the Chairman of the Board, that fees of SEK 200,000 will be payable to each of the other Board members, apart from those that are employed by the company.
• That fees to Auditors will be payable according to approved account.

Item 12 a)

• Re-election of Stig-Arne Blom, Bert Åke Eriksson, Ulrika Hagdahl, Maria Khorsand, Anders Ilstam and the company's CEO Fredrik Jönsson. Kjell Åkesson has declined re-election.
• Re-election of Anders Ilstam as Chairman of the Board.

Item 12 b)

Appointment of the registered public accounting firm, PricewaterhouseCoopers, Malmö, as the company's auditor until the close of the AGM 2016.

Item 13

That the Nomination Committee shall consist of five members, one representative for each of the four largest shareholders as of immediately preceding publication and the Chairman of the Board. The names of the four members and those shareholders that have appointed them shall be published by no later than six months before the AGM 2013. That member representing the largest shareholder shall appoint the Chairman of the Nomination Committee, who may not be a Board member.

• That shareholders appointing members of the Nomination Committee may dismiss such member and appoint a new member. Potential changes to the composition of the Nomination Committee shall be published as soon as they have occurred.
• That the Nomination Committee shall prepare proposals on the following matters to be submitted to the AGM 2013 for resolution: (a) Chairman of the Meeting, (b) Board of Directors, (c) Chairman of the Board, (d) Directors' fees, and (e) fees for the company's auditors.
• That the Nomination Committee will remain in place until a new Nomination Committee is appointed.

Item 14 Resolution regarding remuneration guidelines for senior executives

The Board of Directors proposes that the AGM adopts the following guidelines for remunerating senior executives. Senior executives means the group management including the CEO. The proposal is designed to enable Beijer Electronics to offer market remuneration that can attract and retain skilled employees to the corporate management in a global perspective.

• Remuneration issues are considered by the Remuneration Committee and submitted to the Board of Directors for decision each year. Total remuneration includes basic salary and performance-related pay, consisting of a yearly and a long-term component. Pension and other customary benefits such as company cars are additional.
• Basic salary, which is individually set and differentiated on the basis of individual responsibilities and performance, is determined on the basis of market principles and reviewed yearly.
• The performance-related component is based on the achievement of predetermined goals. These goals relate to the company's profit performance and other key change goals. For the CEO and other senior executives, the yearly performance-related component may be a maximum of six months' salary, and the long-term performance-related component may be a maximum of 20-40 per cent of basic annual salary.
• The CEO's pension is defined contribution and becomes due at age 65. Each year, 35 per cent of the CEO's cash salary is provisioned to this policy. Defined contribution pension agreements on market terms are in place for other senior executives.
• If the CEO's employment is terminated by Beijer Electronics, the CEO has an 18-month notice period. No other remuneration upon termination has been agreed. If other senior executives' employment is terminated by the company, and this termination is not due to gross negligence, a notice period of a maximum of 12 months has been agreed, for all senior executives apart from one, who has a six-month notice period and nine months' severance pay.
• The Board of Directors is entitled to diverge from the guidelines resolved by the AGM if there are special circumstances in individual cases.

Item 15 Resolution on authorization for the Board of Directors to reach decisions on new share issues

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to decide to increase the company's share capital by a maximum of SEK 624,690 through the new issue of a maximum of 1,893,000 shares on one or more occasions before the next AGM.

The proposal means that the Board of Directors would be authorized to decide on the new share issue with stipulations on issue in kind, set-off or subject to other terms stated in Chap. 13 § 5 para. 1 cl. 6 of the Swedish Companies Act, and waiving shareholders' preferential rights. The Board of Directors will be entitled to stipulate other terms for the share issue, including issue price, which however, shall be based on market terms.

The purpose of this authorization is to enable the company to issue shares to guarantee funds for purchase prices related to the acquisition of other companies, parts of companies, or other assets the Board of Directors judges to be valuable to the company's operations. Full utilization of this authorization would correspond to dilution of some 10 per cent of the share capital and votes.

Resolution pursuant to the Board of Directors' proposal requires the AGM's resolution being supported by shareholders representing at least two-thirds of the votes cast and shares represented at the Meeting.

The Meeting is also proposed to authorise the company's Chief Executive Officer to make the minor alterations to AGM resolutions that may be necessary in tandem with registering resolutions at the Swedish Companies Registration Office.

Number of shares and votes

As of the record date for rights to participate at the AGM (Thursday, April 19, 2012) the total number of shares of the company, and the total number of votes, is 18,934,464.

Other

The annual accounts and audit report will be available from the company and the company's website from April 4, 2012 onwards, and will be sent by mail to those shareholders that have reported their wish to receive it. The Board of Directors' complete proposals and the auditors' statement pursuant to chap. 8 § 54 of the Swedish Companies Act will be available from the company from April 4, 2012 onwards, with copies sent to those shareholders that so request.

Welcome to the Meeting!

The Board of Directors Beijer Electronics AB (publ)

Malmö, Sweden, March 2012