Notice to the Extraordinary General Meeting in Beijer Ref AB (publ)
The shareholders of Beijer Ref AB (publ), corporate ID no. 556040-8113, are hereby invited to the Extraordinary General Meeting (the “EGM”) to be held on 22 May 2024, at 09.30 at Mannheimer Swartling’s office, Carlsgatan 3, Malmö.
The board of directors has resolved, in accordance with the provisions of the company’s Articles of Association, that shareholders may exercise voting rights in advance by so-called postal voting.
A. RIGHT TO PARTICIPATE, NOTIFICATION OF ATTENDANCE AND POSTAL VOTING
A shareholder who wishes to attend the EGM venue or who wishes to exercise its voting rights by postal voting, must be recorded in the share register maintained by Euroclear Sweden AB as per 14 May 2024; and must
(i) in the event of participation at the EGM venue: give notice of attendance to the company no later than by 16 May 2024, kindly before 16:00.
Notice of attendance is submitted by regular mail to Beijer Ref AB, “EGM”, c/o Computershare AB, P.O. Box 5267, SE-102 46 Stockholm, Sweden, by email to proxy@computershare.se, by telephone +46 (0)771 24 64 00, or through the company’s website, www.beijerref.com/egm2024/. The notice of attendance shall include name of shareholder, personal or corporate identity number, address, telephone number, and if relevant, name of proxy holder and number of any assistants (not more than two); and/or
(ii) in the event of exercising voting rights by postal voting: give notice hereof by submitting its postal vote to the company no later than by 16 May 2024, kindly before 16:00.
A special form shall be used for postal voting. The form is available on the company’s website, www.beijerref.com/egm2024/. The completed and signed form shall be sent to Beijer Ref by regular mail to Beijer Ref AB, “EGM”, c/o Computershare AB, P.O. Box 5267, SE-102 46 Stockholm, Sweden or by e-mail to proxy@computershare.se. Shareholders may also cast their votes electronically by verifying with BankID via the company’s website, www.beijerref.com/egm2024/.
A shareholder who wishes to attend the EGM venue in person or by proxy must give notice of this in accordance with the instructions in (i) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the EGM venue.
If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy and submitted to the company. A proxy form is available on the company’s website, www.beijerref.com/egm2024/. Further, if the shareholder is a legal entity, a registration certificate or other authorisation document must be submitted to the company. In order to facilitate the registration process, proxies and registration certificates and any other authorisation documents is requested to be received by the company at the above address in connection with submitting the notice of attendance or postal vote.
The shareholder may not provide a postal vote with specific instructions or conditions. If so, the entire vote is invalid. Further instructions and conditions are included in the form for postal voting.
Shareholders whose shares are nominee-registered must temporarily re-register their shares in their own name in the shareholders’ register maintained by Euroclear Sweden AB in order to participate in the EGM (so called voting rights registration). The shareholders’ register as of the record date 14 May 2024 will include voting rights registrations made no later than 16 May 2024. Therefore, shareholders must, in accordance with the respective nominee's routines, in due time before said date request their nominee to carry out such voting rights registration.
B. AGENDA FOR THE MEETING
PROPOSAL FOR AGENDA
1. Election of the chairperson of the meeting
2. Drawing up and approval of the voting register
3. Approval of the agenda
4. Election of person to attest the minutes
5. Determination that the meeting has been duly convened
6. Resolution on repurchase of call options in LTIP 2021/2024
PROPOSALS
Item 1 - Drawing up and approval of the voting register
The board of directors proposes that attorney Madeleine Rydberger will be chairperson of the meeting.
Item 2 - Drawing up and approval of the voting register
The voting list proposed for approval is the voting list drawn up by Computershare AB on behalf of the company, based on the Meeting's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Item 6 - Resolution on repurchase of call options in LTIP 2021/2024
Based on a resolution by the Annual General Meeting 2021, Beijer Ref has implemented a long-term share-based incentive program for management and key personnel in the Beijer Ref Group, according to which in May 2021 participants have been offered to acquire call options on shares in Beijer Ref at a market price. Currently, approximately 95 participants in the program hold call options corresponding to 1,623,600 underlying shares of series B in Beijer Ref at an exercise price of SEK 150.40 per share. The call options can be exercised during the period 1-14 June 2024.
The board of directors proposes that the General Meeting approves that Beijer Ref offers to repurchase all of the call options as of 10 June 2024 at a price per option that corresponds to the volume-weighted average price of the share during the period of 31 May – 7 June 2024 according to Nasdaq Stockholm’s official price list minus the exercise price, subject to the condition that the participant shall acquire shares in Beijer Ref for the proceeds received net after tax.
If all participants accept the repurchase offer and if the shares are trading at SEK 170 per share, then the cash flow resulting from the repurchase will be affected by approximately SEK 32 million. The background to the proposal is that the board of directors considers it important to facilitate for employees to realise the potential value of the options and thereby also, among other things, facilitate participation in future incentive programs. Previously repurchased shares remain for hedging of remaining and future incentive programs.
C. AVAILABLE DOCUMENTS ETC
The proxy form and postal voting form are available at the company’s website and will be distributed free of charge to shareholders who so request and state their postal address.
At the time of publication of this notice, the total number of shares in the company is 509,085,926 representing a total of 760,691,366 votes, of which 27,956,160 are shares of series A, representing 279,561,600 votes, and 481,129,766 are shares of series B, representing an equal amount of votes, of which 2,275,000 shares of series B are held by the company which may not be represented at the meeting.
D. SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
The board of directors and the managing director shall, if any shareholder so requests, and if the board of directors considers that this can be done without significant harm for the company, give information on circumstances that may affect the judgement of an item on the agenda.
E. PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Malmö, April 2024
The Board of Directors
Beijer Ref AB (publ)