Notice of the Annual General Meeting of Beijer Alma AB (publ)
February 25, 2022 at 04:01 am EST
Share
The shareholders in Beijer Alma AB (publ) (556229-7480), with its registered office in Uppsala, Sweden, are invited to attend the Annual General Meeting on Wednesday, March 30, 2022.
Due to the COVID-19 pandemic, the Annual General Meeting will be carried out by way of advance voting (postal voting) with the support of temporary exception legislation. Unfortunately, it will not be possible to attend this year’s Annual General Meeting in person or via a proxy; in other words, there will be no physical participation in this year’s Annual General Meeting.
The company welcomes all shareholders to exercise their voting rights at the Annual General Meeting by way of advance voting in accordance with the instructions provided below. Shareholders are also welcome to submit questions and request information from the Board of Directors and CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act; refer to the instructions under “Shareholders’ right to receive information” below.
The speech by the CEO will be available on the company’s website, www.beijeralma.se, as of March 30, 2022. Information regarding the resolutions passed at the Annual General Meeting will be published on March 30, 2022 as soon as the results of the voting have been finalized.
On the advance voting form, shareholders may request that the resolutions passed on one or more of the matters on the proposed agenda below be deferred to a so-called continued general meeting, which may not be carried out as an exclusively advance voting meeting. Such continued general meetings are to be carried out if so resolved by the Annual General Meeting or if so requested by shareholders representing a minimum of one-tenth of the total number of shares in the company. Prerequisites for participation To be entitled to participate in advance voting at the Annual General Meeting, shareholders must:
· be listed in Euroclear Sweden AB’s (Euroclear) shareholder register based on the situation as of March 22, 2022, and · register not later than March 29, 2022 by casting their vote in accordance with the instructions provided under “Advance voting” below, ensuring that their advance vote reaches Euroclear by the same date.
To be entitled to participate in the AGM, shareholders whose holdings are registered in the name of a nominee must also register the shares in their own name so that the shareholder is listed in the shareholder register on March 22, 2022. Such registration can be temporary (voting rights registration) and is carried out by the nominee in accordance with the nominee’s procedures as far ahead of time as the nominee deems appropriate. Voting rights registration completed not later than the second banking day after March 22, 2022 will be entered into the shareholder register.
ADVANCE VOTING Shareholders are entitled to exercise their voting rights at the Annual General Meeting only through advance voting – in the form of postal voting – in accordance with the legislation on temporary exemptions to facilitate the execution of general meetings in companies and associations.
A special form is to be used for advance voting. This form is available on the company’s website, www.beijeralma.se. The advance voting form serves as the registration of the shareholder’s intention to participate in the Annual General Meeting.
The completed form must reach Euroclear (which will administer the forms on Beijer Alma AB’s behalf) not later than March 29, 2022. The form may be sent to by e-mail to GeneralMeetingService@euroclear.com or by mail to Beijer Alma AB, “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders who are private individuals may also submit their advance voting forms electronically on Euroclear’s website, https://anmalan.vpc.se/euroclearproxy, using BankID to verify their identification. For shareholders who wish to exercise their advance voting right via a proxy, a power of attorney must be submitted along with the form to the above address. If the shareholder is a legal entity, a registration certification or an equivalent authorization document must be submitted along with the form. Shareholders may not include special instructions or terms on their advance voting forms. If such instructions or terms are included on the form, the shareholder’s vote (meaning the full advance vote) will be null and void. Further terms and instructions are provided on the advance voting form.
Proposed agenda 1. Election of Meeting Chairman 2. Election of one or two minutes checkers 3. Preparation and approval of the voting list 4. Approval of the agenda 5. Determination of whether the Meeting was duly convened 6. Presentation of: a) the annual accounts and consolidated financial statements for 2021 b) the auditor’s report and auditor’s report for the Group for 2021 7. Resolutions concerning: a) the adoption of the Parent Company’s income statement and balance sheet and the consolidated income statement and consolidated balance sheet b) disposition of the company’s earnings in accordance with the adopted balance sheet c) determination of the record date for dividends 8. Resolution concerning the discharge of the Board of Directors and the President from personal liability 9. Resolutions concerning: a) number of directors and deputy directors b) number of auditors 10. Resolutions concerning: a) directors’ fees b) auditors’ fees 11. Election of the Board of Directors and Chairman of the Board a) Johan Wall (re-election) b) Johnny Alvarsson (re-election) c) Carina Andersson (re-election) d) Oskar Hellström (re-election) e) Hans Landin (re-election) f) Caroline af Ugglas (re-election) g) Chairman of the Board: Johan Wall (re-election) 12. Election of the auditors 13. Resolution concerning principles for Nomination Committee and election of Nomination Committee 14. Resolution concerning authorization of the Board to make decisions regarding new share issues for corporate acquisitions 15. Presentation of the Board’s remuneration report for approval
MOTIONS FOR RESOLUTION
Item 1: Meeting Chairman The Nomination Committee proposes that Chairman of the Board Johan Wall be elected as Meeting Chairman or, should he be unable to do fulfil this role, that an individual appointed by the Nomination Committee do so in his stead.
Item 2: Minutes checkers It is proposed that Göran Huldtgren and Birgitta Kulling be appointed as minutes checkers along with the Chairman, or should one or both of these individuals be unable to fulfil this role, that an individual or individuals appointed by the Nomination Committee do so in their stead. The role of the minutes checkers also includes checking the voting list and ensuring that all votes received are correctly recoded in the minutes of the Meeting.
Item 3: Preparation and approval of the voting list The voting list proposed for approval is the voting list prepared by Euroclear on behalf of Beijer Alma AB, based on the general meeting shareholder register and postal votes received, once checked by the minutes checkers.
Items 7 b and 7 c: Dividend and record date The Board proposes that the Annual General Meeting approve a dividend of SEK 3.50 (3.00) per share. The proposed record date for dividends is April 1, 2022. If the Annual General Meeting votes in accordance with this motion, dividends are expected to be paid out through Euroclear commencing April 6, 2022.
Item 9 a: Number of directors and deputy directors The Nomination Committee proposes that the Board of Directors comprise six regular directors and no deputy directors.
Item 9 b: Number of auditors The Nomination Committee proposes that a registered auditing firm be appointed as auditor.
Item 10 a: Directors’ fees With regard to directors’ fees, the Nomination Committee proposes that a fixed fee of SEK 350,000 (325,000) be paid to each of the regular members of the Board of Directors, except the Chairman of the Board. A fixed directors’ fee of SEK 1,000,000 (950,000) is proposed for the Chairman of the Board.
For the Audit Committee, a fixed fee of SEK 75,000 (75,000) is proposed for each member, except the Chairman of the Committee. A fixed fee of SEK 125,000 (125,000) is proposed for the Chairman of the Committee.
For the Remuneration Committee, a fixed fee of SEK 25,000 (25,000) is proposed for each member, except the Chairman of the Committee. A fixed fee of SEK 50,000 (50,000) is proposed for the Chairman of the Committee.
Item 10 b: Auditors’ fees It is proposed that auditors’ fees be paid in accordance with approved invoices.
Item 11: Election of the Board of Directors and Chairman of the Board The Nomination Committee’s proposal is presented in the proposed agenda above. More information about all of the proposed directors is available on the company’s website, www.beijeralma.se.
Item 12: Election of the auditors The Nomination Committee proposes, at the recommendation of the Audit Committee, that the registered public accounting firm KPMG AB be re-elected as the company’s auditor for a term of office of one year, meaning until the end of the 2023 Annual General Meeting. If the Meeting resolves in accordance with this motion, KPMG AB intends to appoint Authorized Public Accountant Helena Arvidsson Älgne as the company’s Chief Auditor.
Item 13: Principles for the Nomination Committee and election of the Nomination Committee Ahead of the 2023 Annual General Meeting, the Nomination Committee proposes that the Annual General Meeting resolve that the company apply the same procedures as those applied in the preceding year and that the Annual General Meeting appoint the members of the Nomination Committee. This motion entails that the Nomination Committee would comprise Chairman of the Board Johan Wall, Anders G. Carlberg as representative of the principal owner, and three representatives of the next largest shareholders who have indicated their willingness to participate in the Nomination Committee, namely Hans Christian Bratterud (Odin Fonder), Hjalmar Ek (Lannebo Fonder) and Malin Björkmo (Handelsbanken Fonder). Anders G. Carlberg is nominated as Chairman of the Nomination Committee.
The Nomination Committee will submit motions concerning the Board of Directors, the Chairman of the Board, directors’ fees, committee fees, auditors, auditors’ fees and the Chairman of the Annual General Meeting.
Should such action be deemed appropriate due to ownership changes, the Nomination Committee is entitled to offer additional shareholders positions on the Nomination Committee, although the total number of members may not exceed six. Should a member of the Nomination Committee resign from the Committee before the Committee’s work is completed, and the Nomination Committee deems such action necessary, the Nomination Committee may request that the same shareholder or, if this shareholder is no longer among the largest shareholders, the next largest shareholder appoints a replacement. Members of the Nomination Committee will not receive a fee, but any expenses that arise during the nominating procedure shall be paid by the company. Changes to the composition of the Nomination Committee are to be disclosed immediately. The mandate period of the Nomination Committee extends until a new Nomination Committee is appointed at the next Annual General Meeting.
Item 14: Authorization to issue shares The Board of Directors proposes that the Annual General Meeting resolve to authorize the Board, on one or more occasions until the next Annual General Meeting, disapplying the shareholders’ preferential rights, to decide on issues of new Class B shares or convertible debentures carrying the right to new Class B shares, but that such issues may not cause the company’s registered share capital on the date of the Annual General Meeting to increase by more than a total of 10 percent. The Board will also be entitled to make decisions in cases when contributions may be made with assets other than money (non-cash issue), with the right to offset debt or according to other terms.
The authorization pertains only to corporate acquisitions, which is the reason for the deviation from the shareholders’ preferential rights. The Board of Directors, or a party appointed by the Board of Directors, is to be entitled to make any minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear.
To be valid, a resolution must be supported by shareholders representing not less than two-thirds of both the votes cast and the shares represented at the Meeting.
Item 15: Presentation of the Board’s remuneration report for approval The Board proposes that the Annual General Meeting resolve to approve the remuneration report prepared by the Board for the 2021 financial year.
SHAREHOLDERS’ RIGHT TO RECEIVE INFORMATION Should any shareholder so request and the Board determines that such action can be carried out without any material damage to the company, the Board and the CEO are to disclose information about any conditions that could impact the assessment of a matter on the agenda and any conditions that could impact the assessment of the company’s or the subsidiaries’ financial situation. Requests for such information and questions are to be submitted to the company not later than ten days prior to the Annual General Meeting, that is, not later than March 20, 2021, at Beijer Alma AB, Dragarbrunnsgatan 45, SE-753 20 Uppsala, Sweden or by e-mail to info@beijeralma.se. Information and responses to questions will be available on the company’s website, www.beijeralma.se, and at the company’s offices at the above address not later than March 25, 2022. Information will also be sent to the shareholder who requested the information and provided an address.
OTHER The total number of shares in Beijer Alma AB is 60,262,200, of which 6,526,800 comprise Class A shares with 65,268,000 votes and 53,735,400 comprise Class B shares with 53,735,400 votes, corresponding to a total of 119,003,400 votes. Beijer Alma AB holds no treasury shares.
As of March 9, 2022, the company’s financial statements, along with the auditor’s report, the remuneration report prepared by the Board of Directors and other documents, will be available from the company at the above address and on the company’s website, www.beijeralma.se. The reasoned statement of the Nomination Committee will also be available at the above address and on the company’s website as of the date of this notice. Documents will be sent to any shareholders who so request and who provide their mailing address. The general meeting shareholder register is available from the company at the above address, and power of attorney forms for shareholders who wish to exercise their advance voting rights via a proxy are available on the company’s website, www.beijeralma.se.
For information on how your personal data is processed, refer to the privacy policy on Euroclear’s website (in Swedish): www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Uppsala, February 2022 Beijer Alma AB (publ) Board of Directors
Beijer Alma AB is a Sweden-based company engaged in the production of components and industrial trading. Its business concept is to acquire, own and develop small and medium-sized companies with growth potential. Its operations are conducted by the subsidiaries focused on industrial customers. Lesjofors is an international supplier of industrial springs, wire and flat strip components. Habia Cable is a manufacturer and marketer of cables and cable systems for demanding applications, such as mobile telecommunication, defense, nuclear power and infrastructure. Beijer Tech is a company focused on industrial trading within the areas of hoses, fittings, rubber sheeting, wear protection, power transmission and surface treatment, as well as foundry, steelworks and smelters. The Company has approximately 40 subsidiaries active in Denmark, Norway, Finland, the United Kingdom, Germany, Latvia, China, Russia, Slovakia, the Netherlands, the United States, France and Poland.
BEIJER ALMA AB 
