Annual General Meeting 2009 in BE Group

Press Release

13 May 2009

The Annual General Meeting resolved as follows.

Election of Board of Directors
Carl-Erik Ridderstråle (Chairman), Roger Bergqvist, Cecilia Edström, Joakim Karlsson, Lars Olof Nilsson and Lars Spongberg were re-elected. Roger Johansson was elected a new board member.

Fees
It was resolved that the total fees to the Board of Directors shall amount to SEK 1,600,000, to be distributed among the board members as follows: unchanged SEK 400,000 to the Chairman of the Board and SEK 200,000 to each of the other board members elected at the AGM. For work in the Audit Committee an unchanged amount of total SEK 80,000 shall be distributed as follows: SEK 40,000 to the Chairman and SEK 20,000 to each of the other committee members. For work in the Remuneration Committee an unchanged amount of total SEK 40,000 shall be distributed, which equals to SEK 20,000 to each committee member.

Dividend
According to the proposal of the Board of Directors, the AGM resolved to declare a dividend of SEK 1.00 per share. Monday, 18 May 2009 was determined record day for the dividend.

Guidelines for remuneration to senior executives
The AGM approved the proposal of the Board regarding guidelines for remuneration to senior executives in accordance with the guidelines adopted at the Annual General Meeting 2008, however, with some changed terms for the President/CEO and the Vice President/CFO. The guidelines principally entail that salaries and other terms of remuneration to the management shall be in accordance with the market. The bonus shall have a pre-determined cap and amount to a maximum of 50% of the fixed remuneration.

Implementation of share savings scheme 2009
The AGM approved the Board’s proposal for the implementation of a share savings scheme comprising maximum 750,000 shares in BE Group (including shares to hedge social security payments) (”Share Savings Scheme 2009”), corresponding to 1.50 % of the total number of shares and votes in the company. Approximately 35 employees of the group management and the management teams of the business areas will be offered to participate in the Share Savings Scheme 2009 and will thereby have the opportunity to acquire shares by private means in BE Group (“Investment Shares”) at market price on NASDAQ OMX Stockholm up to an amount not exceeding 16% of the fixed gross annual salary for 2009 of the respective participant. Provided that the Investment Shares are kept for three years and the participant is still employed or holds a similar position in the Group during this period of time, each Investment Share will thereafter entitle to the receipt of a half share in BE Group (“Matching Share”), free of charge. Participants in the Share Savings Scheme 2009 will be able to receive up to two additional Matching Shares for each held Investment Share depending on the earnings trend in BE Group, with the reservation that maximum 650,000 shares may be transferred.

In order to enable BE Group’s supply of Matching Shares according to the Share Savings Scheme 2009 and to secure social security payments connected therewith, the AGM further resolved to authorise the Board of Directors to resolve, on one or several occasions, though not extending past the Annual General Meeting 2010, on the acquisition and transfer of maximum 750,000 of the company’s own shares on NASDAQ OMX Stockholm. To secure the supply of said Matching Shares, the AGM finally resolved to transfer maximum 625,000 shares in BE Group.

Authorisation for the Board of Directors to transfer the company’s own shares according to Share Savings Scheme 2007 and Share Savings Scheme 2008
In order to hedge social security payments relating to the Share Savings Scheme 2007 and Share Savings Scheme 2008, the AGM resolved to authorise the Board to resolve, on one or several occasions, though not extending past the Annual General Meeting 2010, on the transfer of maximum 33,863 of the company’s own shares on NASDAQ OMX Stockholm in accordance with the proposal of the Board of Directors.

Authorisation for the Board of Directors to resolve on the acquisition and transfer of the company’s own shares
According to the proposal of the Board, the AGM resolved to authorise the Board of Directors to resolve, on one or several occasions up to the Annual General Meeting 2010, on the acquisition and transfer of the company’s own shares in order to enable the Board of Directors to adjust the capital structure of the company and to be able to finance company acquisitions. The company’s acquisition of shares may not exceed 10% of the total number of shares in BE Group from time to time, including shares acquired and held under the current share savings schemes. Transfer of the company’s own shares may take place as payment of whole or part of the purchase price of company acquisitions and on NASDAQ OMX Stockholm in order to finance company acquisitions or other transactions.

Amendment of the articles of association
The Meeting resolved on a conditional amendment of the articles of association (§ 8 first and second sentence) in accordance with the proposal of the Board of Directors, meaning that notice of a general meeting shall be made by announcement in Post- och Inrikes Tidningar and on the company’s website and only a short advertisement that notice has taken place shall be inserted in Svenska Dagbladet.