BE Group’s Annual General Meeting 2012
BE Group’s Annual General Meeting 2012 were today, Wednesday 25 April, held in the premises of Restaurang Hipp in Malmö. The following resolutions were passed.
Election of Board of Directors and auditor
Anders Ullberg, Roger Bergqvist, Cecilia Edström, Marita Jaatinen and Lars Olof Nilsson were re-elected as board members. Anders Ullberg was also re-elected Chairman of the board. Lars Spongberg had declined re-election. The accounting company KPMG AB was re-elected as auditor.
Fees
It was resolved that the fees to the Board of Directors shall amount to a total of SEK 1,400,000 (unchanged), whereof SEK 400,000 to the Chairman of the Board and SEK 200,000 to each of the other board members elected by the General Meeting. For work in the Audit Committee a total remuneration of SEK 150,000 shall be distributed, whereof SEK 70,000 to the Chairman and SEK 40,000 to each of the other committee members, whereas for work in the Remuneration Committee no remuneration shall be distributed.
The AGM further resolved, provided that it is cost-neutral for BE Group and after a written agreement between BE Group and a Swedish limited liability company which is wholly-owned by a Board member, that the board fee may be invoiced by the company wholly-owned by the Board member. In such case, the invoiced fee shall be increased with an amount corresponding to social security payments pursuant to law and value added tax pursuant to law.
Disposition of the company’s result
According to the proposal by the Board of Directors, the AGM resolved that a dividend of SEK 0,25 is to be distributed for the financial year 2011. Monday 30 April 2012 was established as record date for the right to distribution of profits. The distribution is expected to be paid on Friday 4 May 2012.
Revised principles for the appointment of members of the Nomination Committee
The AGM also resolved on a minor revision of the principles for the appointment of members of the Nomination Committee, principally entailing that the number of members is reduced from five to four.
Guidelines for remuneration to senior executives
The AGM approved the proposal of the Board regarding guidelines for remuneration to senior executives principally in accordance with the guidelines adopted at the Annual General Meeting 2011. The guidelines principally entail that salaries and other terms of remuneration to the management shall be in accordance with the market and that bonus shall have a pre-determined cap and amount to a maximum of 50 per cent of the fixed remuneration. Compared with the 2011 guidelines, this year’s guidelines implies a reduction of the maximum aggregated amount of fixed salary during the notice period and right to severance pay payable to the President and the vice President upon notice from BE Group from an amount corresponding to 24 months’ to 18 months’ fixed salary.
Authorization for the Board of Directors to transfer the company’s own shares in view of Share Savings Scheme 2010 and Share Savings Scheme 2011
In order to hedge social security payments relating to Share Savings Scheme 2010 and Share Savings Scheme 2011, the AGM resolved to authorize the Board to resolve, on one or several occasions, though not extending past the Annual General Meeting 2013, on the transfer of maximum 80,000 of the company’s own shares on NASDAQ OMX Stockholm in accordance with the proposal of the Board of Directors.
Authorization for the Board of Directors to resolve on the transfer of the company’s own shares
According to the proposal of the Board, the AGM further resolved to authorize the Board of Directors to decide, on one or several occasions up to the Annual General Meeting 2013, on the transfer of the company’s own shares, for the purpose of enabling BE Group to finance minor company acquisitions. Transfer of shares may be made with deviation from the shareholders’ preferential right of the maximum number of shares held by BE Group at the time of the decision of the Board of Directors and which are not required for the supply of matching shares and performance shares and the cover of social security payments according to ongoing share savings schemes. Transfer of shares may take place as payment of whole or part of the purchase price at the acquisition of a company or business or part of a company or business and the consideration shall be equal to the assessed market value of the share. On such transfer, payment may be made by assets contributed in kind or by set-off of a claim against BE Group.
Authorization for the Board of Directors to resolve on new share issues in connection with company acquisitions
Last, the AGM resolved, in accordance with the proposal of the Board, to authorize the Board of Directors to decide upon new issues of shares in connection with company acquisitions, on one or several occasions up to the next annual general meeting, with or without deviation from the shareholders’ preferential right, against cash payment, through set-off or contribution in kind. The authorisation shall comprise maximum five million shares, equivalent to 10 per cent of the company’s share capital.
Additional information about BE Group can be found on the company website www.begroup.com
For further information, please contact:
Roger Johansson, President and CEO
tel.: +46 (0)733 188 758 e-mail: roger.johansson@begroup.com
Torbjörn Clementz, CFO and Executive Vice President
tel.: +46 (0)70 869 07 88 e-mail: torbjorn.clementz@begroup.com
BE Group, listed on the NASDAQ OMX Stockholm exchange, is a trading and service company in steel and other metals. BE Group provides various forms of service for steel, stainless steel and aluminium applications to customers primarily in the construction and engineering sectors. In 2011, the Group reported sales of SEK 5.9 Bn. BE Group has slightly more than 900 employees in ten countries, with Sweden and Finland as its largest markets. The head office is located in Malmö, Sweden. Read more about BE Group at www.begroup.com
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