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Beijer Electronics Group — AGM Information 2015
Apr 23, 2015
3007_rns_2015-04-23_5d1363cf-1706-4224-8cbf-dfdc2cc0bf0d.pdf
AGM Information
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ReportfromAnnual GeneralMeeting in Beijer ElectronicsAB (publ)
Beijer Electronics'Annual General Meeting forthe financial year 2014 was held onWednesdayApril 22, 2015. TheAGMadopted allresolutions presented by the Board of Directors and Nomination Committee.An account ofthemostimportantresolutions and a summary oftheAnnual General Meeting follows.
TheAGM approved the presented Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet. The Boardmembers and Chief Executive Officer were discharged fromliability.
TheMeeting approved the Board of Directors' proposalfor an ordinary dividend of SEK1.25 pershare forthe financial year 2014. April 24, 2015 was resolved as the record date forthe dividend. The dividend is scheduled for disbursementfromEuroclear SwedenAB on June 2, 2015.
In her address to theMeeting, Beijer Electronics' acting CEOAnna Belfrage presented operations for 2014 and first quarter 2015.
TheAGM also resolved:
- to electAnders Ilstamas Chairman of theMeeting.
- thatthe Board of Directors shall consist of six members, without deputies.
- thatfees of SEK500,000 would be paid to the Chairman of the Board and thatfees of SEK225,000 would be paid to each of the other Board members, apartfromthose that are employed by the company.
- Thatfees of SEK50,000 will be payable to the Chairman of the Board for work in the remuneration committee or audit committee, and thatfees of SEK30,000 will be payable to each of the other Boardmembers.
- thatfees toAuditors would be paid according to approved account.
- to re-elect Bo Elisson, Anders Ilstam, Ulrika Hagdahl, Maria Khorsand and Christer Öjdemark as Boardmembers
- to elect JohanWester as newmember of the Board
- to re-electAnders Ilstamas Chairman of the Board.
- to adoptthe following guidelines for remunerating senior managers. Senior managers mean the groupmanagementincluding the CEO. Guidelines for remuneration also apply to directors' compensation for work undertaken outside their directorship. The proposal is designed to enable Beijer Electronics to offer marketremuneration that can attract and retain skilled employees to the corporate managementin 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-termcomponent. Pension and other customary benefits are additional.
− Basic salary, which is individually set and differentiated on the basis of individualresponsibilities and performance, is determined on the basis of market principles and reviewed yearly.
− The performance-related componentis based on the achievement of predetermined goals. These goals relate to the company's profit performance and other key change goals. Forthe CEO and othersenior managers, the yearly performance-related component may be a maximum of six months' salary, and the long-termperformance-related component may be a maximumof 20-40 per cent of basic salary.
− The CEO's pension is defined contribution and becomes due at age 65. Defined contribution pension agreements on marketterms are in place for othersenior managers.
− If the CEO's employmentis terminated by Beijer Electronics, the CEO has a 12-month notice period. No other remuneration upon termination has been agreed. If othersenior managers' employmentis terminated by the company, a notice period of a maximumof 12 months has been agreed, for allsenior managers apartfromone, who has a six-month notice period and nine months' severance pay.
− Boardmembers who carry out work on behalf of Beijer Electronics outside the terms of their directorship are entitled to receive consulting fees at marketrates.
− The Board of Directors is entitled to departfromthe guidelines resolved by theAGM if there are special circumstances in individual cases.
to authorize the Board of Directors to decide to increase the company's share capital by a maximumof SEK635,334 through the newissue of a maximumof 1,906,002 shares on one or more occasions before the nextAGM. The proposalmeans thatthe Board of Directors would be authorized to decide on the newshare issuewith stipulations on issue in kind, set-off orsubjectto otherterms stated in Chap. 13 § 5 para. 1 cl. 6p of the Swedish Companies Act, andwaiving shareholders' preferentialrights. The Board of Directors will be entitled to stipulate otherterms forthe share issue, including issue price, which however, shall be based on marketterms. The resolution also included authorization forthe company's Chief Executive Officerto make the minor alterations toAGM resolutions that may be necessary in tandemwith registering
resolutions atthe Swedish Companies Registration Office.
Allresolutions were passedwith the requisite majority.
The Board of Directors Beijer Electronics AB (publ) Malmö, Sweden, April 22, 2015
Beijer Electronicsis a fast growing technology companywith extensive experience ofindustrial automation and data communication. The company develops andmarkets competitive products and solutions thatfocus on the user. Since its start-up in 1981, Beijer Electronics has evolved into a multinational group presentin 19 countries and sales of 1,402 MSEK2014. The company is listed on the NASDAQ OMXNordic StockholmSmall Cap list underthe ticker BELE. www.beijerelectronics.se