Annual Meeting of shareholders in Beijer Ref AB (publ)
The shareholders of Beijer Ref AB (publ), corporate ID no. 556040-8113, are hereby summoned to the Annual General Meeting of the company to be held on Thursday 16 April 2020 at 15:00, at Börshuset, Skeppsbron 2, Malmö, Sweden. Registration for the meeting will begin at 14:15.
A. ENTITLEMENT TO PARTICIPATION AND NOTIFICATION
Shareholders wishing to attend the Annual General Meeting must
be entered in the share register maintained by Euroclear Sweden AB on Wednesday, 8 April 2020,
notify the company of the participation by mail to Beijer Ref AB, Att. Linda Prahl, Stortorget 8, 211 34 Malmö, Sweden, by telephone at +46 40-35 89 00, by e-mail to firstname.lastname@example.org or via the company’s website www.beijerref.com, no later than Wednesday, April 8, 2020.
When submitting notification, each shareholder must state their name, personal identification number/corporate identification number, address and telephone number and the name of their associate(s). Shareholders or representatives of shareholders may bring no more than two associates to the meeting. Associates may be brought to the meeting only if the shareholder provides notification of this. Persons representing a legal person must present a certificate of registration or equivalent document showing the authorised signatory. For shareholders who are represented by a delegate, an original copy of the power of attorney for this must be submitted to the company before the meeting, together with any registration certificate or equivalent document for a legal person which demonstrates authorisation to issue a power of attorney. The form for the power of attorney is available at the company’s premises and on the company’s website.
Shareholders whose shares are nominee-registered must, in order to be entitled to participate in the meeting, temporarily register these shares in their own name with Euroclear Sweden AB. This registration must be completed by Wednesday 8 April 2020.
B. MATTERS TO BE DEALT WITH AT THE MEETING
Proposal for the agenda
- Election of the Chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of persons to approve the minutes.
- Determination that the meeting has been duly convened.
- Address by the Chief Executive Officer.
- Presentation of
a) the annual report, the auditors’ report, the consolidated annual report and the consolidated auditors’ report
b) the report of the Board of Directors on the evaluation of the remuneration to senior executives and the auditors’ statement regarding whether the guidelines for remuneration to senior executives as applicable since the previous Annual General Meeting have been complied with.
- Decisions on
a) adoption of the profit and loss account, the balance sheet, the consolidated profit and loss account and the consolidated balance sheet
b) disposition of the company’s result according to the adopted balance sheet and the record dates
c) discharge from liability of the Members of the Board of Directors and the Chief Executive Officer.
- Determination of the number of Members of the Board of Directors and Deputy Board Members.
- Determination of fees for the Members of the Board of Directors appointed by the Annual General Meeting.
- Determination of fees for the auditors.
- Election of
a) the Board of Directors and the Chairman of the Board
b) the auditors.
- Decision on guidelines for remuneration to senior executives
- Decision regarding amendment of the Articles of Association
- Closure of the Annual General Meeting.
Item 8 B) - Dividends
Of the available profits of SEK 1,584,418,212, dividends shall be paid in the total amount of SEK 3.50 per share, entailing a total dividend amount of SEK 442,878,485. Payment shall be made in two instalments of SEK 1.75 per share in each instalment. It is proposed that the record date for the first instalment be 20 April 2020 and for the second instalment 5 October 2020. If the Annual General Meeting decides to accept this proposal, the first instalment will be due to be paid from Euroclear on 23 April 2020 and the second instalment on 8 October 2020.
Items 1, 9 -12 – Elections and fees
Bernt Ingman, Chairman of the Board of Directors; Johan Strandberg (SEB fonder) and Chairman of the Nomination Committee; Muriel Makharine (Carrier Global Corporation); Arne Lööw (The Fourth Swedish National Pension Fund); and Joen Magnusson (own holding) have participated in the Nomination Committee. The Nomination Committee has submitted the following proposal. Shareholders who together represent approximately 74% of the total number of votes in the company and approximately 55% of the company’s share capital have stated that they will support the proposal at the Annual General Meeting.
Item 1: The Nomination Committee proposes Bernt Ingman, Chairman of the Board of Directors, as Chairman of the Annual General Meeting.
Item 9: The Board of Directors shall consist of seven Members and no Deputy Board Members.
Item 10: Fees paid to the Board of Directors shall be SEK 2.275.000, excluding fees for committee work, to be distributed in the amount of SEK 775.000 to the Chairman of the Board and SEK 375.000 to each of the Members of the Board who are not employed by the Carrier Global Corporation. Fees paid to the Audit Committee of the Board of Directors will be the additional amount of SEK 100.000 to the Chairman of the Committee and SEK 75.000 to the Members of the Committee.
Item 11: The auditors’ fees shall be paid according to the approved invoice.
Item 12 a: Peter Jessen Jürgensen, Bernt Ingman, Joen Magnusson, William Striebe, Frida Norrbom Sams and Monica Gimre shall be re-elected as Members of the Board of Directors and Gregory Alcorn shall be elected as new Member of the Board of Directors, all for a term to last until the end of the next Annual General Meeting, and Bernt Ingman shall be re-elected as Chairman of the Board of Directors. Chris Nelson has declined re-election.
Gregory Alcorn was born in 1966. Gregory Alcorn is Vice President, Global Partnerships, for Carrier Global Corporation, responsible for partner relationships, performance and growth. He has been with Carrier’s parent company, United Technologies Corporation (UTC), for 25 years, and with Carrier for the last 19 years. His entire Carrier career has been focused in increasingly responsible roles in general management, sales and marketing, channel/distribution management, and business development, including senior executive roles within Carrier’s North America Commercial HVAC business and Business Transformation for Global Commercial HVAC. Gregory holds a bachelor’s degree in Mechanical Engineering from Duke University and an M.B.A. from the Stanford Graduate School of Business. Gregory Alcorn holds no shares in Beijer Ref and is independent in relation to Beijer Ref and its management but dependent in relation to the company’s largest shareholder.
Item 12 b: The registered accounting firm Deloitte AB shall be elected for a term of office to last until the end of the following Annual General Meeting. If the proposed auditing company is elected, it has been informed that the authorised auditor Richard Peters will be the auditor in charge.
Item 13 - Decision on guidelines for remuneration to senior executives
The Board of Directors proposes that the Annual General Meeting 2020 adopts the following guidelines for remuneration to senior executives in Beijer Ref AB, which at the longest shall be valid until the Annual General Meeting 2024.
The Board of Directors’ proposal for guidelines for executive remuneration
The CEO and President of the Beijer Ref Group and individuals who are members of the Group Management of Beijer Ref AB (the “company” or “Beijer Ref”) during the period of which these guidelines are in force, fall within the provisions of these guidelines. These guidelines shall apply to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting 2020. The guidelines do not apply to any remuneration specifically decided by the general meeting, such as remuneration to board members or share-related incentive schemes.
The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
Beijer Ref is a trading group that provides customers over most of the world with a broad range of products in the fields of commercial and industrial refrigeration, as well as heating and air conditioning. Beijer Ref has an expressed mission – to provide the market with global expertise in refrigeration and air conditioning. By growing more quickly than the market, the goal is to strengthen the position as a world-leading organisation. To do this, the group works according to a strategy that is divided into five focus areas – acquisition, OEM, purchasing & logistics, digitalisation and sustainability. A prerequisite for the successful implementation of Beijer Ref’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. The objective of Beijer Ref’s remuneration policy for senior executives is therefore to offer competitive remuneration on market terms, in order to attract, motivate and retain competent and skilled employees. These guidelines enable the company to offer senior executives a competitive total remuneration. For more information regarding the company’s business strategy, please see the company’s website www.beijerref.com.
A call option program has been set up within the company. It has been resolved by the general meeting and is therefore excluded from these guidelines.
Forms of renumeration, etc.
The remuneration shall consist of fixed salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration. The total remuneration shall be on market terms and promote the interests of the shareholders by enabling the company to attract and retain senior executives.
Variable cash remuneration
The variable remuneration is based on the outcome in relation to set financial goals. Fulfilment of criteria for payment of variable cash remuneration shall be measured during a one year period. CEO obtains an amount corresponding to a maximum of 55% of the annual salary and other senior executives obtains an amount corresponding to a maximum of 50% of the annual salary. Variable cash remuneration shall not qualify for pension benefits. The variable cash remuneration shall be linked to predetermined, well-defined and measurable financial criteria for the Beijer Ref Group and on group and individual level, respectively, such as growth of revenue, growth of profit and working capital development. Weighting is done relatively between the different criteria based on which focus shall be given to the executive management; the primary weight is to be placed on growth of profit. The criteria shall be designed so as to contribute to Beijer Ref’s business strategy and long-term interests, including its sustainability, by for example being linked to the business strategy or promote the senior executive’s long-term development within Beijer Ref.
Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining senior executives, or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to 100 per cent of the fixed annual cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration for the CEO and other senior and executives shall be made by the board of directors.
For the senior executives, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. For the CEO, an amount corresponding to a maximum of 30% of the fixed annual salary is committed. For other senior executives, an amount corresponding to a maximum of 25% of the fixed annual salary is committed.
Other benefits may include, inter alia, private healthcare insurance and company car. Such benefits may amount to not more than 10% of the fixed annual salary.
Further cash remuneration may be awarded as one-off arrangements in extraordinary circumstances, for the purpose of recruiting or retaining executives. Such remuneration may not exceed an amount corresponding to the annual fixed salary. Resolution on such remuneration shall be made by the board of directors
For senior executives outside of Sweden, whose employments are governed by other rules than Swedish, other terms may apply under law or market practice, and adjustments may therefore take place. In such cases, the overall purpose of these guidelines shall, to the extent possible, be taken into account.
Determination of the outcome for variable cash remuneration, etc.
The board of directors, in the capacity of the company’s remuneration committee, shall prepare, monitor and evaluate matters regarding variable cash remuneration. After the measurement period for the criteria for awarding variable cash remuneration has ended, it shall be determined to which extent the criteria have been satisfied. Evaluations regarding fulfilment of financial criteria shall be based on established financial information for the relevant period. Remuneration to the CEO and other senior executives shall be resolved by the board of directors, in its capacity of the company’s remuneration committee.
Variable cash remuneration will be paid after the measurement period has when the annual accounts have been approved at the annual general meeting. The board of directors shall have the possibility, under applicable law or contractual provisions, to in whole or in part reclaim variable remuneration paid on incorrect grounds (claw-back).
Employment term and termination of employment
Senior executives shall be employed until further notice. Severance pay and fixed salary during the period of notice may not exceed an amount corresponding to 24 months fixed salary for the CEO and 12 months fixed salary for other senior executives.
At resignation by a senior executive, the notice period may amount to six months. A senior executive’s own resignation does not trigger any right to severance pay.
Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid to the extent the previously employed executive is not entitled to severance pay for the same period. The remuneration may be paid during the time the non-compete undertaking applies, however not for longer than twenty four months following termination of employment.
Salary and employment conditions for employees
In the preparation of the board of directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the board of directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
The decision-making process to determine, review and implement the guidelines
The board of directors prepares matters regarding remuneration and other employment conditions for the company management and the board of directors, in its entirety, act as renumeration committee. The work includes preparing proposals for new guidelines for renumeration to senior executives. The guidelines shall be in force until new guidelines are adopted by the general meeting. The CEO and other members of the company management do not participate in the board of directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. If the board of directors resolves to establish a remuneration committee, what is stated in these guidelines regarding the board of directors, in its capacity of remuneration committee, shall apply to the remuneration committee.
Derogation from the guidelines
The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability.
Transitional provisions applicable for the Annual General Meeting 2020
The Annual Report of 2019, note 6, contains details of the total remuneration to CEO and other senior executives, including any previous commitments not yet due for payment.
Description of material changes to the guidelines and how the views of shareholders’ have been taken into consideration
The proposal for guidelines that is submitted to the Annual General Meeting 2020 does not contain any material changes in relation to the company’s existing remuneration guidelines. The company has not received any views from the shareholders.
Item 14 – Decision regarding amendment of the Articles of Association
For the purpose of adapting the Articles of Association in relation to expected amendments of the Swedish Companies Act, the Board of Directors proposes that the Annual General Meeting resolves to amend § 10, second paragraph of the Articles of Association according to the following.
Current wording § 10, second paragraph
Shareholders who wish to participate in the General Meeting must notify the Company not later than 12 noon on the date stated in the Notice of the Meeting. This day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and fall earlier than the fifth weekday prior to the Meeting. In addition, the shareholder must be entered in the printout or other statement of the Company’s register of shareholders with respect to the conditions five weekdays prior to the Meeting.
Proposed wording § 10, second paragraph
In order to participate in the General Meeting, shareholders must report this to the Company no later than the date specified in the notice of the Meeting. This day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and fall earlier than the fifth weekday prior to the Meeting. In addition, the shareholder must have been included in a transcript or other statement of the Company’s register of shareholders as per the record date of the general meeting, as determined in accordance with the Swedish Companies Act.
The proposal is subject to support by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
The accounting documents, the auditors’ statement in accordance with Chapter 8, section 54 of the Swedish Companies Act and the Board of Directors’ complete proposal for decision in accordance with the above will be available at the company’s premises and on the company’s website from March 26, 2020 and will be sent to shareholders who so request, providing their address.
Shareholders are reminded that they are entitled to request information from the Board of Directors and the Managing Director at the Annual General Meeting in accordance with Chapter 7, section 32 of the Swedish Companies Act.
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The Public Health Agency of Sweden (Folkhälsomyndigheten) has upgraded the risk of spread of the new corona virus in Sweden. With regards to the uncertainty about the spread of infection due to the coronavirus, a decision has been taken to implement a number of precautionary measures. These are communicated via a separate press release. Beijer Ref is closely monitoring developments on the coronavirus and will, when necessary, update the above precautionary measures prior to the Annual General Meeting. We encourage that all those who intend to participate at the meeting stay updated via www.beijerref.com, on potential further measures.
At the time of the issuance of this notice, the total number of shares in the company is 127,434,690, representing a total of 216,703,170 votes, divided on 9,918,720 A shares,
representing 99,187,200 votes, and 117,515,970 B shares, representing 117,515,970 votes, of which 897,980 B shares are held by the company, representing 897,980 votes.
Malmö, March 2020
The Board of Directors
Beijer Ref AB (publ)
For further information, please contact:
Per Bertland, CEO
Telephone +46 40-35 89
Maria Rydén, CFO
Telephone +46 40-35 89 00
BEIJER REF AB is a technology-oriented trading Group which, through added-value products, offers its customers competitive solutions within refrigeration and climate control. Beijer Ref is one of the largest refrigeration wholesalers in the world, and is represented in 36 countries in Europe, Africa, Asia and Oceania.