Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Beijer Electronics Group AGM Information 2013

Mar 19, 2013

3007_rns_2013-03-19_c7a2b404-a8e5-4be1-afe9-14295e96739f.pdf

AGM Information

Open in viewer

Opens in your device viewer

{# SEO P0-1: filing HTML is rendered server-side so Googlebot sees the full text without executing JS or following an iframe to a Disallow'd CDN path. The content has already been sanitized through filings.seo.sanitize_filing_html. #}

Malmö, Sweden, March 19, 2013

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 Tuesday, April 23, 2013 at Malmö Börshus, Skeppsbron 2, in Malmö, Sweden.

Entitlement to participate at the Meeting:

Shareholders entitled to participate at the Meeting shall

  • firstly, be included in the share register maintained by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organization) by Wednesday, April 17, 2013;
  • secondly, have notified the company of their intention to participate, and the number of assistants they wish to bring, by no later than Wednesday, April 17, 2013.

Notifications, which shall state the shareholders' name, personal or corporate identity number, shareholding, address, telephone number and potential proxies/assistants 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 93 23 01, by e-mail [email protected] 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 17, 2013. Power of attorney forms are available from the company's website and 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 nomineeregistered holdings must temporarily register their shares in their own name. Shareholders should notify their nominee of such temporary re-registration in good time before April 17, 2013.

Business/proposed agenda

    1. Election of a Chairman of the Meeting
    1. Preparation and approval of 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 the work of the Board of Directors
    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

    1. Determining the number of Board members
    1. Determining fees to the Board of Directors and Auditors
    1. Electing the Board of Directors
    1. Resolution on Nomination committee
    1. Resolution regarding guidelines for remunerating senior managers
    1. Resolution on authorization for the Board of Directors to take 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 1.25 per share for the financial year 2012. The proposed record date for dividends is April 26, 2013. Dividends are scheduled for disbursement from Euroclear Sweden AB on May 2, 2013.

Items 10-13 Proposals for resolutions regarding the number of Board members, Directors' and Auditors' fees, election of the Board of Directors 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 (Chairman and convener), Svolder AB represented by Ulf Hedlundh, the Fourth AP (Pension Insurance) Fund, represented by Arne Lööw and SEB Fonder represented by Per Trygg.

Shareholders representing over 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 seven members, with no deputies.

Item 11

  • That fees payable to the Chairman of the Board are increased to SEK 500,000, that fees payable to each of the other Board members are increased to SEK 225,000 will be, 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 Bert Åke Eriksson, Ulrika Hagdahl, Maria Khorsand, Anders Ilstam and the company's CEO Fredrik Jönsson. Stig-Arne Blom has declined re-election.
  • Election of Bo Elisson (born 1950). Bo Elisson is Chairman of ADB Airfield Solutions in Belgium and was previously Chairman of Flexlink AB.
  • Election of Christer Öjdemark (born 1951). Christer Öjdemark is CEO of Envac Group AB and a board member of Proplate AB.
  • Re-election of Anders Ilstam as Chairman of the Board.

Item 13

The Nomination Committee proposes that the AGM shall resolve on rules for the Nomination Committee for the AGM, to apply until the Meeting resolves on changes to the rules, principally as follows.

The Nomination Committee shall consist of five members, one representative for each of the four largest shareholders in terms of votes 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 and shall be based on the number of votes at August 31 of the year prior to the AGM. That member representing the largest shareholder shall appoint the Chairman of the Nomination Committee, who may not be a Board member.

Potential changes to the composition of the Nomination Committee shall be published as soon as they have occurred. The Nomination Committee will remain in place until a new Nomination Committee is appointed.

Item 14 Resolution regarding remuneration guidelines for senior managers

The Board of Directors proposes that the AGM adopts the following guidelines for remunerating senior managers. Senior managers mean 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 managers, 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 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 managers.
  • 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 managers' employment is terminated by the company, a notice period of a maximum of 12 months has been agreed, for all senior managers apart from one, who has a six-month notice period and nine months' severance pay.
  • The Board of Directors is entitled to depart 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 631,000 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. 6p 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 authorize 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 March 19, 2013 the total number of shares of the company, and the total number of votes, is 18,934,464.

Other

The annual accounts, audit report, Board of Directors' complete proposals and auditors' statement pursuant to chap. 8 § 54 of the Swedish Companies Act will be available from the company and the company's website (www.beijerelectronics.se) from April 2, 2013 onwards, and will be sent by mail to those shareholders that notified the company of their wish to receive it.

If any shareholder so requests, and the Board of Directors considers that it is possible without significant detriment to the company, the Board of Directors and Chief Executive Officer shall present information, firstly on circumstances that can affect the judgment of an item on the agenda, secondly circumstances that may influence judgment of the company's or subsidiaries' financial position, and thirdly the company's relationship to other group companies.

Registered public accounting firm PricewaterhouseCoopers, of Malmö, Sweden, was elected at the AGM of April 25, 2012 for the period until the end of the AGM 2016.

Welcome to the Meeting.

The Board of Directors Beijer Electronics AB (publ) Registration No. 556025-1851

Malmö, Sweden, March 2013

Beijer Electronics is a fast growing technology company with extensive experience of industrial automation and data communication. The company develops and markets competitive products and solutions that focus on the user. Since its start-up in 1981, Beijer Electronics has evolved into a multinational group present in 21 countries and sales of 1,367 MSEK 2012. The company is listed on the NASDAQ OMX Nordic Stockholm Small Cap list under the ticker BELE. www.beijerelectronics.se