Notice Convening the Extraordinary General Meeting in Beijer Electronics Group AB (publ)
The shareholders of Beijer Electronics Group AB (publ) are hereby convened to the Extraordinary General Meeting (EGM), which will be held at 2 p.m. on Friday 1 September 2017 at the company’s office at Stora Varvsgatan 13A, first floor, 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) as of 26 August 2017;
- Secondly, have notified the company of their intention to participate, and the number of assistants they wish to bring, by no later than 28 August 2017.
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.beijergroup.com, by telephone on +46 (0)40 35 86 44, by e-mail firstname.lastname@example.org or by mail to Annika Johnsson, Beijer Electronics Group AB (publ), Box 426, 201 24 Malmö, Sweden (please mark the envelope ‘EGM’).
Shareholders may participate at the EGM by a representative. In such case, the shareholder shall issue a written and dated power of attorney signed by the shareholder. Authorisation documents (certificates of registration or similar) shall be enclosed to a power of attorney to act on behalf of a legal person. Power of attorney forms are available on the company’s website and will be distributed to shareholders who so request.
In order to participate at the Meeting, shareholders’ with nominee-registered holdings must temporarily register their shares in their own name. Since the record date for participation at the Meeting occurs on a Saturday, shareholders must be recorded in the share register no later than 25 August 2017.
Proposal for Agenda
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of persons to verify the minutes
- Consideration of whether the Meeting has been duly convened
- Resolution on amendment of the Articles of Association
- Approval of the resolutions by the Board of Directors on a rights issue with preferential rights for the company’s shareholders
- Closing of the Meeting
Resolution on amendment of the Articles of Association (item 7)
For the purpose of enabling the rights issue the Board of Directors proposes that the Meeting resolves to amend § 4 (limits of the share capital) of the Articles om Association in accordance with the following:
The company’s share capital shall amount to no less than SEK 2,000,000 and no more than SEK 8,000,000.
The company’s share capital shall amount to no less than SEK 5,000,000 and no more than SEK 20,000,000.
Approval of the resolution by the Board of Directors on a rights issue with preferential rights for the company’s shareholders (item 8)
The Board of Directors proposes that the Meeting approves the Board of Directors’ resolutions regarding a new share issue on the following terms and conditions.
The Board of Directors, or whomever the Board of Directors may appoint among its members, is authorized to resolve, on 30 August 2017 at the latest, on the maximum amount by which the share capital shall be increased, the maximum number of shares to be issued (and thus the number of existing shares that shall entitle to subscription for a certain number of new shares) and the subscription price per share. The purpose is that the rights issue shall result in a capital contribution to the company of approximately MSEK 225.
The company’s shareholders shall have preferential right to subscribe for the new shares in proportion to the shares previously owned. If not all of the shares are subscribed for by exercise of subscription rights, the Board of Directors shall resolve on allotment of shares subscribed for without the exercise of subscription rights up to the maximum amount of the share issue. In such case, priority will be given firstly to those who have subscribed for shares by the exercise of subscription rights, irrespective of whether or not they were shareholders on the record date, pro rata in relation to the number of subscription rights exercised for the subscription of shares, secondly to other parties who have notified the company of their interest in subscribing for shares without the exercise of subscription rights, pro rata in relation to such declared interest, and lastly to those who have provided guarantees for the subscription of shares, pro rata in relation to the guarantee provided. To the extent allotment according to the above cannot be made pro rata, allotment shall be made by drawing of lots. The record date for entitlement to participate in the rights issue with preferential rights shall be 5 September 2017. Subscription for shares by exercise of subscription rights shall be made by simultaneous cash payment during the period as from 7 September 2017 up to and including 22 September 2017. Subscription for new shares without subscription rights shall be submitted during the same period on a separate subscription list. Payment for new shares subscribed for without subscription rights shall be made in cash no later than on the third bank day from dispatch of the contract note setting forth the allotment of shares. The Board of Directors shall be entitled to extend the period for subscription and payment. The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.
Number of shares and votes
As of 30 June 2017, the total number of shares of the company, and the total number of votes, is 19,067,586.
In order for the resolutions by the Meeting under items 7 and 8 to be valid, the proposal and the approval are subject to support by shareholders representing at least two-thirds of the votes cast and shares represented at the Meeting, whereof shares held and represented by Stena Sessan Investment AB (Stena) shall be disregarded when voting in respect of item 8, since Stena has received an exemption from the mandatory bid obligation upon fulfilment of the subscription commitment and guarantee undertaking. Through its commitments, Stena may increase its capital- and shareholding in the company. The maximum capital- and shareholding Stena may achieve, will be informed about when the Board of Directors resolves on the maximum amount of the rights issue and the subscription price.
The Board of Directors’ resolutions on new share issue according to item 8 on the agenda, and further documents to be held available according to the Swedish Companies Act, will be available at the company’s office and the company’s website, www.beijergroup.com, on 11 August 2017 at the latest. The documents will also be distributed to shareholders who so request and state their postal address.
At the Meeting the shareholders have the right to ask questions concerning circumstances which may affect the assessment of matters to be dealt with at the Meeting.
Welcome to the Meeting.
Malmö, Sweden, July 2017
The Board of Directors
Beijer Electronics Group AB (publ)
Registration No. 556025-1851
For more information please contact:
President and CEO, Per Samuelsson, tel 46 (0)40 35 86 10, mobile 46 (0)708 58 54 40
CFO Joakim Laurén, tel 46 (0)40 35 84 96, mobile 46 (0)703 35 84 96.
Beijer Electronics Group 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 Group has evolved into a multinational group with sales over 1.1 billion SEK 2016. The company is listed on the NASDAQ OMX Nordic Stockholm Small Cap list under the ticker BELE. www.beijergroup.com