Notice Convening the AGM of Beijer Electronics Group (publ)
The shareholders of Beijer Electronics Group AB (publ) are hereby convened to the Annual General Meeting (AGM), which will be held on Thursday, May 6, 2021. In order to reduce the risk of spreading Covid-19, the Board has decided that the Annual General Meeting will be held only by postal vote, without the physical presence of shareholders, proxies or other external parties. Instead, shareholders can participate in the Annual General Meeting by postal votes and sending in questions in advance according to the instructions below. Information regarding the decisions taken by the Annual General Meeting will be made public on May 6, 2021, as soon as the results of the postal voting have been finalized. At the same time, on May 6, 2021, the recorded statement of the CEO Per Samuelsson ’s will be available at www.beijergroup.com.
Registration and participation
Shareholders who wish to participate in the Meeting via postal voting shall
- Firstly, be included in the shareholders register maintained by Euroclear Sweden AB (the Swedish Central Securities Depository) on Wednesday, April 28, 2021;
- Secondly, notify their participation by submitting their postal vote in accordance with the instructions under the heading “Postal voting” below so that the postal vote is received by Euroclear Sweden AB no later than Wednesday 5 May 2021.
Nominee-registered shares
In order to be entitled to participate in the meeting, shareholders with shares held in the name of a trustee must temporarily re-register their shares in their own name. Such registration may be temporary (so-called voting rights registration) and is requested from the trustee according to the trustee's routines, at a time in advance that the trustee decides. Voting rights registrations made by the trustee no later than the second banking day after 28 April 2021 will be taken into account in the preparation of the share register.
Postal voting
The Board of Directors has decided that the shareholders may exercise their voting rights at the meeting only by voting in advance, so-called postal voting. Postal voting will be possible until Wednesday, May 5, 2021. A special form for postal voting and further information is available on the company's website www.beijergroup.com.
Shareholders may vote in the following ways:
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The completed and signed form should be received by Euroclear Sweden AB no later than Wednesday 5 May 2021 and should be sent to Beijer Electronics Group AB, "Annual General Meeting", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm or submitted by e- mail to generalmeetingservice@euroclear.com.
- Shareholders who are natural persons can also cast a postal vote electronically by verifying their identity with BankID via Euroclear Sweden AB's website https://anmalan.vpc.se/EuroclearProxy/. Such electronic postal vote shall be cast no later than Wednesday, May 5, 2021.
Shareholders may not provide the postal vote with special instructions or conditions. If this happens, the vote (ie the postal vote in its entirety) is invalid. Further information and conditions can be found in the postal voting form.
If a shareholder votes in advance by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the company's website www.beijergroup.se. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the postal voting form.
Shareholders' right to information
If any shareholder so requests, and the Board of Directors considers that it is possible without significant detriment to the company, the Board of Directors and Chief Executive Officer shall present information, firstly on circumstances that can affect the judgment of an item on the agenda, secondly circumstances that may influence judgment of the company’s or subsidiaries’ financial position, and thirdly the company’s relationship to other group companies.
Requests for such information in connection with the Annual General Meeting should be sent in writing to Beijer Electronics Group AB no later than April 26, 2021, via e-mail to arsstamma@beijergroup.se or by mail to "Annual General Meeting", Annika Johnsson, Beijer Electronics Group AB (publ), Box 426, 201 24 Malmö. The shareholder should state its name, personal or organization number and postal address in order for the questions to be answered. Questions and answers will be kept available at the company on the company's website www.beijergroup.com from April 30, 2021 and will be sent to those shareholders who so wish and who have provided their postal address or e-mail address.
Business/proposed agenda
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Election of a Chairman of the Meeting
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Appointment of two persons to verify the minutes
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Preparation and approval of the voting list
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Approval of the agenda
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Consideration of whether the Meeting has been duly convened
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Statement by the Chief Executive Officer
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Submission of the annual accounts and audit report and the consolidated accounts and consolidated audit report
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Resolutions in the matters of:
a) Adopting the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet
b) Appropriation of the company’s profits pursuant to the adopted Balance Sheet
c) Discharging the Board members and Chief Executive Officer from liability -
Decision on approval of the Remuneration report
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Determining the number of Board members
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Determining fees to the Board of Directors and Auditors
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Electing the Board of Directors and Chairman of the Board
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Electing the Auditor
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Resolution on instruction for the Nomination Committee
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Resolution on authorization for the Board of Directors to take decisions on new share issues
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Resolution on (A) implementation of a long-term share based incentive program (LTI 2021/2024) and (B) hedging including resolution on (1) authorization for the Board of Directors to resolve decisions on a directed issue of series C shares, (2) authorization for the Board of Directors to repurchase all issued series C shares and (3) transfer of own ordinary shares to participants in LTI 2021/2024
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Resolution on authorization for the Board of Directors to transfer own ordinary shares
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Closing the Meeting
The Board of Directors
Beijer Electronics Group AB (publ)
Registration No. 556025-1851
Malmö, Sweden, March 2021
For more information please contact:
President and CEO, Per Samuelsson, tel 46 (0)40 35 86 10, mobile 46 (0)708 58 54 40
Executive VP and CFO Joakim Laurén, tel 46 (0)40 35 84 96, mobile 46 (0)703 35 84 96.
Beijer Electronics Group AB (publ) is a growing powerhouse of innovators within mission-critical industrial digital technology and IIoT. With a strong focus on the connection between people, technology and data, we share a pride in having some of the world's leading global companies as our core customers. Since its start-up in 1981, BEIJER GROUP has evolved into a multinational group of complementary business entities with sales over 1.4 billion SEK in 2020.
The company is listed on the NASDAQ OMX Nordic Exchange Stockholm’s Small Cap list under the ticker BELE. www.beijergroup.com