The shareholders in G & L Beijer AB (publ), reg. no. 556040-8113, are hereby invited to attend the Extraordinary General Meeting to be held at 12 am CET on Thursday, 29 January 2009, at Börshuset, Skeppsbron 2, Malmö. Registration for the meeting begins at 11 am CET.
A. RIGHT TO PARTICIPATE IN MEETING
Shareholders who wish to attend the Meeting must:
i) be recorded in the share register maintained by the Swedish Central Securities Depository (“VPC”) on Friday, 23 January 2009; and
ii) notify the company of their intent to attend the Meeting at the following address: G & L Beijer AB, Att. Linda Prahl, Norra Vallgatan 70, 211 22 Malmö, by telephone 040-35 89 00, by fax 040-23 51 65, marked ”Extraordinary General Meeting”, by e-mail firstname.lastname@example.org or through the company’s website www.beijers.com, on Friday, 23 January 2009, by noon at the latest. On giving notice, the shareholder shall state name, personal identity number/corporate registration number, address and telephone number. Proxy forms will be sent to shareholders who contact the company and state their address. Proxy and representative of a legal entity must submit documents of authorisation before the Meeting.
In order to participate in the proceedings of the Meeting, shareholders with nominee-registered shares must request their bank or broker to have the shares temporarily owner-registered with VPC. Such registration must be made on Friday, 23 January 2009 at the latest and the shareholders should therefore notify the bank or broker in due time before said date.
B. ITEMS FOR THE MEETING
Proposal for agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of two persons to check the minutes.
6. Determination of compliance with the rules of convocation.
7. Presentation of copies of the most recent annual report and auditor’s report, the Board of Directors’ reports in accordance with the Swedish Companies Act, Chapter 13, Sections 6 and 7 and the auditor’s statement on the reports.
8. Resolution regarding new share issue in kind.
9. Election of members of the Board of Directors and resolution regarding board fees.
10. Closing of the Meeting.
Election of Chairman of the Meeting (item 2 on the agenda)
The election committee appointed in accordance with the guidelines determined by the Annual General Meeting 2008 has proposed that attorney Johan Sigeman shall be elected as chairman of the Meeting.
Proposal regarding new share issue in kind (item 8 on the agenda)
The Board of Directors proposes that the Meeting resolves to increase the company’s registered share capital by SEK 153,932,432.50 through the issue of 358,710 series A shares and 8,437,429 series B shares. The right to subscribe for the new shares shall be granted Carrier Refrigeration ECR Holding Luxembourg S.a.r.l. and UTX Holdings SCS. Subscription to the new shares shall be made on a separate subscription form on
13 February 2009 at the latest, with a right for the Board of Directors to prolong this time limit. Full payment of the issued shares shall be made by the above mentioned parties entitled to subscribe to the new shares by a non-cash contribution of all shares in PB Holdings Luxembourg S.a.r.l., General Frigorifique SAS and Delmo France SAS to G & L Beijer AB. The reason for the new issue of shares is to enable the acquisition of Carrier Corporations’ refrigeration wholesaler business in Europe and South-Africa (“Carrier ARW”) by acquiring PB Holdings Luxembourg S.a.r.l., General Frigorifique SAS and Delmo France SAS including subsidiaries against payment with shares in G & L Beijer AB. After the new share issue Carrier Refrigeration ECR Holding Luxembourg S.a.r.l. and UTX Holding SCS will in total own 8,796,139 shares in the company, representing 41.5 percent of the share capital and 33.3 percent of the votes in the company (excluding treasury shares).
The new shares shall not entitle to dividend declared at the Annual General Meeting of Shareholders in April 2009. The shares will therefore not be listed for trading on NASDAQ OMX Stockholm (MidCap) until after the record day for dividend in connection with the Annual General Meeting 2009.
The Swedish Securities Council (Sw. Aktiemarknadsnämnden) has granted Carrier Corporation an exemption from the provisions on mandatory bids provided that the resolution on a new share issue in kind is made by qualified majority. Consequently, a resolution in accordance with the Board of Director’s proposal under section 8, shall be valid only where supported by shareholders representing at least two thirds of both the submitted votes and the shares represented at the Meeting.
Shareholders who together represent approximately 18.4 percent of the shares and approximately 54.8 percent of the votes in the company have undertaken to vote in favour of the proposal.
Proposal regarding election of members of the Board of Directors and resolution regarding board fees (item 9 on the agenda)
In view of the acquisition of Carrier ARW, shareholders representing 54.8 percent of the total number of votes in the company have proposed that the number of members of the Board shall be seven and that Philippe Delpech and William Striebe in addition to existing members of the Board are elected as new members of the Board with effect as from the completion of the acquisition until the end of the next Annual General Meeting, whereafter the Board of Directors has the following composition: Peter Jessen Jürgensen (chairman), Poul Friis, Anne-Marie Pålsson, Joen Magnusson, Bernt Ingman, Philippe Delpech and William Striebe.
Philippe Delpech (b 1962), Master of Business Administration and Master of Engineering, is President of Carrier Commercial Refrigeration. Prior to his current position, Philippe Delpech has held a number of senior positions within the
Carrier Group in Europe and Asia, including Vice President, Commercial Air Conditioning & Services EMEA. Philippe Delpech has prior to his employment with the Carrier Group held different positions within Danfoss, ABB, Aerospatiale, Turbomeca and SKF.
William Striebe (b 1950), Master of Laws, is Vice President for Business Development within Carrier Corporation. Prior to his current position, William Striebe has held a number of senior positions within the Carrier Group in Europe and the US, including Vice President Legal Affairs of the Carrier Group’s business in North America.
For the period up to and including the Annual General Meeting 2009, the new Board Members are proposed not to be awarded any fee. For the other Board Members, the resolution by the Annual General Meeting 2008 regarding fees shall remain in force.
C. AVAILABLE DOCUMENTS
The complete proposal of the Board and an information memorandum regarding the acquisition of Carrier ARW together with documents pursuant to Chapter 13
Sections 6-8 of the Swedish Companies Act will be available at the company and on the company’s website and copies thereof will be sent to any shareholders who so requests and state their address. The documents will also be available at the Meeting.
The total number of shares in the company prior to the share issue amounts to
12 442 976, of which 1 294 410 are series A shares and 11 148 566 are series B shares. The total number of votes in the company amounts to 24 092 666.
For further information, please contact: Joen Magnusson, Managing Director G & L Beijer AB
Telephone +46 40-35 89 00, Mobile +46 709-26 50 91