The Board of Directors' proposal

April  03, 2014

THE BOARD OF DIRECTORS' FULL PROPOSAL FOR RESOLUTION (2014 Annual Meeting of shareholders)

Proposal for Dividend – item 8 b) on the Agenda

The Board of Directors proposes that a dividend of SEK 4.75 per share is paid for the 2013 financial year and that 29 April 2014 shall be the record day for the dividend. If the Annual Meeting passes a resolution in accordance with the proposal, it is expected that the dividend will be remitted by Euroclear Sweden AB on 5 May 2014 to those who are recorded in the Register of Shareholders maintained by Euroclear Sweden AB on the record day.

The Board of Directors has set the proposed dividend in relation to the requirements which the nature, extent and risks of the operation place on the size of shareholders' equity and the need for consolidation, liquidity and position in general for the parent company and the Group. The Board is of the opinion that the proposed dividend is within the scope of the company's long-term objectives and is defensible with reference to the prudence rule in Chapter 17, Para 3 of the Companies Act. The Group's equity ratio after the proposed dividend amounts to 45 per cent.

Proposal for resolution regarding guidelines for the remuneration of senior executives – item 14 on the Agenda

The Board of Directors proposes that the Annual Meeting adopts the following guidelines for remuneration and other terms of employment for senior executives on President and Executive Vice President level, currently four individuals.

The remuneration shall consist of a fixed salary, a variable salary, a pension and other remuneration such as a company car. The total remuneration shall be on market terms and support the interest of the shareholders by enabling the company to attract and retain senior executives.

The fixed salary shall be renegotiated annually and take into account the area of responsibility, the competence, performance and experience of the individual. The variable salary shall be based on the outcome in relation to set financial targets. The individual shall receive a maximum amount equivalent to six months' salary. On the maximum outcome, the cost for the variable salary is estimated to amount to MSEK 4,4 in total.

The pension schemes shall be contribution-based. An amount equivalent to 26 per cent of the gross salary is currently allocated annually for the Managing Director of G & L Beijer AB, and an amount not higher than 24 per cent of the gross salary is allocated annually for the other Swedish senior executives. Senior executives located outside of Sweden may be subject to other conditions due to foreign legislation and market practices.

If terminated by the company, the Managing Director of G & L Beijer AB receives 12 months' salary and a 26 % insurance premium to pension along with a severance pay of 12 months' salary. No severance pay will be paid if the Managing Director resigns by himself. If terminated by the company, the senior executives receive between 3-12 months' salary.

The senior executives can resign with six months' notice. Notice of termination by the senior executives does not trigger any severance pay.

The Board of Directors prepares matters regarding remuneration and other terms of employment for the senior executives and the Board of Directors as a whole constitutes the remuneration committee. The Managing Director does not participate in the work.

The Board of Directors may deviate from these guidelines if there are specific reasons for it in an individual case.

Item 15 – Resolution regarding alteration of the Articles of Association

The Board of Directors proposes that annual meeting shall pass a resolution regarding alteration of the Articles of Association in accordance with the following.

Current wording of § 1:

Bolagets firma är G & L Beijer AB (publ). (The company's name is G & L Beijer AB (publ).

Proposed wording of § 1:

Bolagets firma är Beijer Ref AB (publ). (The company's name is Beijer Ref AB (publ).

In order for the resolution to pass under this item, at least two thirds of both the cast votes and the shares represented at the Annual Meeting must support the proposal. Shareholders who together represent approximately 76 per cent of the total number of votes in the company and approximately 62 per cent of the share capital in the company have stated that they will support the proposal. The proposal of the Board of Directors also includes an authorization for the Managing Director to make minor adjustments to the resolution of the Annual Meeting that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office. The resolution must be approved by the Swedish Companies Registration Office.

Malmö, 2 April 2014

G & L BEIJER AB (publ)
Board of Directors

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