Resolutions at Beijer Ref’s Annual General Meeting 2024
The annual general meeting of Beijer Ref AB (publ) today made the following resolutions
Income statement and balance sheet as well as discharge from liability
The meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for 2023. The members of the board of directors and the CEO were discharged from liability for their administration of the company during the financial year 2023.
Dividend
In accordance with the board of directors’ proposal, the meeting resolved to pay a dividend of SEK 1.30 per share for the financial year 2023. The dividend shall be paid in two instalments, the first with SEK 0.65 per share with 25 April 2024 as record date and the second with SEK 0.65 per share with 25 October 2024 as record date. The dividend is expected to be distributed by Euroclear Sweden AB on 30 April 2024 and on 30 October 2024.
Remuneration report for 2023
The meeting approved the board of directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Election of board of directors
The meeting resolved, in accordance with the Nomination Committee’s proposal, to re-elect the board members Per Bertland, Nathalie Delbreuve, Albert Gustafsson, Kerstin Lindvall, Joen Magnusson, Frida Norrbom Sams, William Striebe and Kate Swann, until the end of the next annual general meeting. Kate Swann was re-elected as chairperson of the board.
Board of directors’ fees
The meeting resolved, in accordance with the Nomination Committee’s proposal, on fees to the members of the board of directors, as well as fees for work in the Committees of the board of directors as follows:
- SEK 925,000 to the chairperson of the board
- SEK 450,000 to each board member
- SEK 220,000 to the chairperson of the Audit Committee
- SEK 140,000 each to the other members of the Audit Committee
- SEK 110,000 to the chairperson of the Remuneration Committee
- SEK 60,000 each to the other members of the Remuneration Committee
Auditor
The meeting resolved, in accordance with the Nomination Committee’s proposal, to re-elect the accounting firm Deloitte AB as auditor until the end of the next annual general meeting. The authorised auditor, Richard Peters, will continue as the auditor in charge. The fees to the auditor shall be paid according to approved invoice.
Resolution to authorise the board of directors to resolve on a new share issue
The meeting resolved in accordance with the board of directors’ proposal on authorisation for the board of directors to, on one or more occasions during the period up to the next annual general meeting, resolve to issue as many new shares as correspond to a maximum of 10 percent of the company’s total number of shares at the time of the resolution. The share issue may be with or without deviation from the shareholders’ preferential right, by payment in cash, by contribution in kind or by set-off. The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential right is to pursue the company's acquisition strategy by enabling acquisitions by payment in Beijer Ref shares (contribution in kind) or flexibility in the financing of acquisitions. The share issue price shall be determined in accordance with market conditions, which may include customary discounts.
Instructions for the Nomination Committee
The meeting resolved, in accordance with the Nomination Committee’s proposal, on Instructions for the Nomination Committee.
LTI 2024
The meeting resolved, in accordance with the board of director’s proposal, to establish a long-term share-based incentive program LTI 2024. The program comprises a maximum of 550,000 B shares in Beijer Ref and is directed at the group management and approximately 140 additional key individuals within the Group. LTI 2024 is a performance-based incentive program with an element of personal financial investment. The performance targets used to assess the outcome of the program is growth in profit per share, which has a clear link to the long-term interests of the shareholders. The overall purpose of LTI 2024 is to strengthen the company’s growth by motivating and retaining personnel with key competence
In order to ensure Beijer Ref’s obligations in connection with LTI 2024 and any future incentive programs, the meeting resolved, in accordance with the board of director’s proposal, to authorise the board of directors to resolve on the repurchase of a maximum of 550,000 class B shares in the company and on the transfer of a maximum of 550,000 class B shares of Beijer Ref to the participants in LTI 2024.
Minutes with complete resolutions from the annual general meeting will be made available on the company’s website, www.beijerref.com no later than 7 May 2024.
For more information, please contact:
Joel Davidsson
CFO
Telephone +46 40-35 89 00
Email jdn@beijerref.com
Niklas Willstrand
Director of Global Communications
Telephone +46 40-35 89 00
Email nwd@beijerref.com
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 45 countries in Europe, North America, Africa and Asia and Oceania.
Website: www.beijerref.com