Notice of the AGM of Beijer Electronics Group AB
The shareholders of Beijer Electronics Group AB are hereby convened to the Annual General Meeting (AGM), which will be held on Tuesday, May 10, 2022, at 16:00 CEST at Scandic Triangeln, Malmö. Registration opens at 15:00 CEST. The Board of Directors has decided that the shareholders shall also be able to exercise their voting rights by postal voting in accordance with the rules of the Articles of Association. It will also be possible to follow the Annual General Meeting online, on www.beijergroup.com, but without the opportunity to vote or ask questions. No special registration is required to attend the Annual General Meeting online. After the end of the meeting, the participants are served light refreshments. In addition to the opportunity to ask questions at the Annual General Meeting, shareholders may also submit written questions in advance according to the instructions below. Materials from the meeting, such as CEO Jenny Sjödahl's speech, will be available on www.beijergroup.com the day after the meeting.
Notification and participation
Participation in the meeting room
Shareholders who wish to attend the meeting room in person or by proxy shall:
- Firstly, be included in the share register maintained by Euroclear Sweden AB on May 2, 2022;
- Secondly, notify their participation in writing to the address Computershare AB, Box 5267, 102 46 Stockholm (mark the envelope with "Beijer Electronics Group AGM"), by telephone to +46 (0)771 24 64 00, by e-mail to firstname.lastname@example.org or electronically (only for natural persons) on the company's website www.beijergroup.com no later than 4 May 2022.
Notifications should state the shareholders’ name, personal or corporate identity number, address, telephone number and any assistants. Shareholders or representatives of shareholders may bring a maximum of two assistants. Assistants may only be brought if the shareholder notifies this.
If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued to the proxy. If the power of attorney has been issued by a legal entity, certificate of registration or equivalent authorization documents must be attached. Proxy forms are available on the company's website www.beijergroup.com and are sent to shareholders who so request.
Shareholders who wish to attend the meeting room in person or by proxy must notify this in accordance with the above. This means that a notification by postal voting only as described below is not enough for those shareholders who want to attend the meeting room.
In order to facilitate registration at the meeting, a power of attorney and certificate of registration and other authorization documents should be received by the company at the above address no later than 4 May 2022.
Participation by postal voting
Shareholders who wish to participate in the meeting by postal vote shall:
- Firstly, be entered in the share register maintained by Euroclear Sweden AB on 2 May 2022, and
- Secondly, no later than 4 May 2022 register by casting their postal vote in accordance with the instructions below so that the postal vote is received by Computershare no later than that day.
For postal voting, a special form shall be used. The form is available on Beijer Electronics Group's website www.beijergroup.com. Completed and signed postal voting forms are sent to Computershare in writing to the address Computershare AB, Box 5267, SE-102 46 Stockholm (mark the envelope with "Beijer Electronics Group AGM"), or by e-mail to email@example.com. Completed forms must be received by Computershare by May 4, 2022.
Shareholders who are natural persons can also cast a postal vote electronically, for his or her shareholding as well as for a legal entity, by verification with BankID via the company's website www.beijergroup.com.
The shareholder may not provide the postal vote with special instructions or conditions. If this happens, the postal vote will in its entirety be invalid. Further instructions can be found in the postal voting form.
If the shareholder votes by post by proxy, the signed and dated power of attorney must be attached to the postal voting form. If the shareholder is a legal entity, a copy of the certificate of registration, or if such a document does not exist, equivalent authorization documents must be attached. Proxy forms are available on the company and on the company's website www.beijergroup.com.
Anyone who wishes to attend the meeting room in person or through a representative must notify this according to the instructions under the heading Participation in the meeting room above. This means that a notification by postal voting alone is not enough for those who want to attend the meeting room.
Shareholders with nominee-registered holdings must, in addition to registering for the meeting, have the shares registered in their own name through the trustee's care in order to be entitled to participate in the Annual General Meeting. Such re-registration may be temporary (so-called voting rights registration) and is requested from the trustee in accordance with the trustee's procedures in such a time as the trustee determines. Voting rights registrations made by the nominee no later than 4 May 2022 will be taken into account in the preparation of the share register.
Shareholders' right to information
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.
In addition to the opportunity to ask questions in the meeting room, shareholders will also have the opportunity to ask questions in writing. Such request shall be sent in writing to Beijer Electronics Group AB no later than 30 April 2022, by e-mail to firstname.lastname@example.org or by post to the "Annual General Meeting", Annika Johnsson, Beijer Electronics Group AB, Box 426, SE-201 24 Malmö, Sweden.
The shareholder should state its name, personal or corporate identity number and postal address in order for the questions to be answered. Questions and answers will be kept available at the company on the company's website www.beijergroup.com.
- Opening of the meeting
- Election of a Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Appointment of two persons to verify the minutes
- Determination of whether the Meeting has been duly convened
- Speech by the Chief Executive Officer
- Presentation of the annual accounts and audit report and the consolidated accounts and consolidated audit report
- Resolutions in the matters of:
a) Adopting the Profit and Loss Account and Balance Sheet and the Consolidated Profit and Loss Account and Consolidated Balance Sheet
b) Appropriation of the company’s profits pursuant to the adopted Balance Sheet and record date
c) Discharge of liability of the Board of Directors and Chief Executive Officer
- Decision on approval of the Remuneration report 2021
- Determination of the number of Board members
- Determination of the fees to the Board of Directors and Auditors
- Election of the Board of Directors and Chairman of the Board
- Election of the Auditor
- Resolution on instruction for the Nomination Committee
- Resolution on authorization for the Board of Directors to take decisions on new share issues
- Resolution on (A) implementation of a long-term share based incentive program (LTI 2022/2025) and (B) hedging including resolution on (1) authorization for the Board of Directors to resolve decisions on a directed issue of series C shares, (2) authorization for the Board of Directors to repurchase all issued series C shares and (3) transfer of own ordinary shares to participants in LTI 2022/2025
- Resolution on authorization for the Board of Directors to transfer own ordinary shares
- Closing of the Meeting
The Board of Directors
Beijer Electronics Group AB
Registration No. 556025-1851
Malmö, Sweden, April 2022
For more information please contact:
President and CEO Jenny Sjödahl, tel +46 (0)16 42 80 00, mobile +46 (0)725 89 60 800
Executive VP and CFO Joakim Laurén, tel +46 (0)40 35 84 96, mobile +46 (0)703 35 84 96
Beijer Electronics GroupAB is a growing powerhouse of innovators within mission-critical industrial digital technology and IIoT. With a strong focus on the connection between people, technology and data, we share a pride in having some of the world's leading global companies as our core customers. Since its start-up in 1981, BEIJER GROUP has evolved into a multinational group of complementary business entities with sales over 1.6 billion SEK in 2021.
The company is listed on the Nasdaq Stockholm Main Market under the ticker BELE. www.beijergroup.com