Beijer Ref AB, Corp. ID no. 556040-8113, headquartered in Malmö, hereby convenes an Extraordinary General Meeting on Wednesday, 3 March 2021
In view of the current extraordinary situation with the coronavirus pandemic and the present government regulations and pursuant to the temporary legal rules, the general meeting will only be conducted by postal vote. Beijer Ref AB invites all shareholders to exercise their voting rights by advance voting in the procedure described below.
Conditions for participation
Shareholders who wish to participate in the general meeting by postal vote shall
- be registered as a shareholder in the shareholder register kept by Euroclear Sweden AB as of Tuesday, 23 February 2021,
- by no later than Tuesday 2 March 2021 have registered their participation having cast their postal vote in accordance with the instructions under the heading "Postal voting" below, so that the postal vote is received by Beijer Ref AB no later than the date indicated.
Shareholders who have their shares nominee-registered and who wish to vote by postal vote must, in addition to casting their postal vote as follows, temporarily register the shares in their own name and they should notify their nominee of this well in advance of 23 February 2021. The general meeting shareholder register will take into account voting rights registrations completed by no later than 25 February 2021.
Shareholders can only exercise their voting rights at the meeting by voting in advance, so-called postal voting pursuant to section 22 of the Act (2020:198) on temporary exemptions to facilitate the implementation of company and association general meetings.
A special form shall be used for postal voting. The form is available on Beijer Ref's website www.beijerref.com/extraordinary-meeting/. The postal voting form is valid as a registration.
The completed form must be received by Beijer Ref AB on Tuesday, 2 March 2021 (preferably before 16.30). The form can be sent by e-mail to firstname.lastname@example.org or by post/courier to Beijer Ref AB, Att. Linda Prahl, Stortorget 8, 211 34 Malmö. Shareholders may not attach specific instructions or conditions to the postal vote. If this happens, the vote is invalid. Further instructions can be found on the postal voting form.
If a shareholder votes by proxy, the signed and dated power of attorney shall be attached to the form. Power of attorney forms are available on Beijer Ref's website www.beijerref.com/extraordinary-meeting/. If the shareholder is a legal person, a copy of the registration certificate, or if such a document does not exist a corresponding authorisation document, shall be attached.
For questions about the postal voting procedure or to have the postal voting form sent by post, please contact Beijer Ref AB, by telephone 040 - 35 89 00 (Monday - Friday 8.30 – 16.30) or by e-mail email@example.com
- Election of chair of the meeting.
- Election of verifiers.
- Drawing up and approval of register of voters.
- Approval of agenda.
- Examination of whether the meeting has been duly convened.
- Determination of the number of board members.
- Election of board members:
7.1 Kate Swann
7.2 Albert Gustafsson
7.3 Per Bertland
- Election of chair of the board.
- Closure of the general meeting.
Item 1 - Election of the chair
The nomination committee has proposed that the chair of the board Bernt Ingman, or the person appointed by the board if he is prevented, be appointed chair of the general meeting.
Item 2 - Election of verifiers
It is proposed that Albert Gustafsson representing EQT Partners and Patricia Hedelius representing AMF Pension, together with the chair, verify the minutes of the general meeting, or in the event that any of them is prevented from so doing, a person indicated by the board instead. The verifiers' mandate also includes checking the register of voters and that the postal votes received are correctly stated in the minutes of the meeting.
Item 3 - Drawing up and approval of register of voters
The register of voters that is proposed to be approved is the register of voters drawn up by the Company, based on the general meeting shareholder register and received postal votes, and which is verified and approved by the verifiers.
Item 4 - Approval of agenda
It is proposed that the agenda included in the notice is approved.
Item 5 - Examination of whether the general meeting has been duly convened
It is proposed that the general meeting is deemed to have been duly convened as this is approved by the chair of the general meeting, based on the provisions of the Companies Act and the Articles of Association concerning the convening of an extraordinary general meeting.
Item 6 - Determination of the number of board members
The nomination committee has proposed that the board shall consist of six board members and no deputies.
Item 7 - Election of board members
The nomination committee has proposed that Kate Swann, Albert Gustafsson and Per Bertland be elected as new board members of the company, all for a mandate period until the end of the next annual general meeting.
It is noted that Bernt Ingman, Bill Striebe, Monica Gimre and Gregory Alcorn have all made their seats on the board available and are resigning as board members in connection with this new election. It is noted that Joen Magnusson, Peter Jessen Jürgensen and Frida Norrbom Sams remain as board members and that the annual general meeting has decided on fees for the members of the board and that fees are paid pro rata in relation to the period of service. It is noted that no board fees are paid to Per Bertland, who is an employee of the company.
Kate Swann was born in 1964. Kate has more than 30 years of experience in top management positions including serving as CEO of SSP Group plc from 2013 until 2019 and as CEO of WH Smith from 2003 until 2013. Kate was awarded the National Business Awards Daily Telegraph Special Award for a decade of excellence in business during her tenure at WH Smith. In 2002, Kate was awarded the Chairman's Special Award from The Institute for Turnaround. Kate graduated from the University of Bradford with a degree in Business Management in 1986 and was awarded an honorary doctorate from Bradford in 2007. In 2015, Kate was announced the new Chancellor of the University of Bradford. Kate has been advisor to EQT since 2020 and is Chairperson of Parques Reunidos and IVC Evidensia. Kate holds no shares in Beijer Ref and is independent in relation to Beijer Ref and its management but dependent in relation to the company’s largest shareholder.
Albert Gustafsson was born in 1977. Albert is Head of Private Equity Sweden at EQT and is, inter alia, Partner at EQT and a board member of Eton, Bluestep and Iver. Albert has previously been a board member of Dometic, Scandic, Granngården and TOP TOY. Prior to joining EQT, Albert worked five years at Lehman Brothers in London firstly within the Mergers & Acquisition department and subsequently within Debt Capital Markets. Albert holds a B.Sc. in Business Administration from Gothenburg School of Economics and Commercial Law. Albert holds no shares in Beijer Ref and is independent in relation to Beijer Ref and its management but dependent in relation to the company’s largest shareholder.
Per Bertland was born in 1957. Per is since 2013 the President and CEO of Beijer Ref and has been with the company for 21 years. Per is Chairman of the Board of Dendera Holding, Board member of Lindab AB and proposed as Chairman to Inwido AB (publ). Per has a M.Sc. in Business and Economics from Lund University. Per has announced his intention to step down as CEO when a successor has been found or during the latter part of 2021 at the latest. As a member of the Board of Directors, Per can continue to contribute to future growth and success for Beijer Ref through his industry network and experience. Per holds 2,361,000 Class A shares, 177,000 Class B shares and 30,000 options in Beijer Ref, and is dependent in relation to Beijer Ref and its management.
The nomination committee has proposed that Kate Swann is elected as chair of the board.
The nomination committee's full proposal is set out above. The nomination committee's reasoned opinion will be available on the company's website www.beijerref.com/extraordinary-meeting/ no later than three weeks before the general meeting. Documents are sent to shareholders who request them and provide their postal or e-mail address. The general meeting shareholder register will be available at the company's head office, Stortorget 8, Malmö.
For information on the processing of personal data, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
At the time of issuing this notice, the total number of shares in the company is 127,434,690, representing a total of 216,703,170 votes, divided into 9,918,720 class A shares, representing 99,187,200 votes, and 117,515,970 class B shares, representing 117,515,970 votes, of which 897,980 class B shares, representing 897,980 votes, are held by the company.
Right to information etc.
The board and the CEO shall, if so requested by a shareholder, and provided that the board considers that this can be done without causing material harm to the company, provide information about circumstances that might affect the assessment of an item on the agenda. Requests for such information must be submitted in writing to Beijer Ref AB, Att. Linda Prahl, Stortorget 8, 211 34 Malmö, or by e-mail to firstname.lastname@example.org, no later than ten days before the meeting, i.e. no later than 21 February 2021. The information is provided by making it available at the company's head office and on the company's website www.beijerref.com/extraordinary-meeting/ no later than five days before the meeting, i.e. no later than 26 February 2021. The information is also sent to the shareholder who requested it and provided his or her postal address or e-mail address.
Malmö, 4 February 2021
Board of Directors
Beijer Ref AB (public company)
For further information, contact
Per Bertland, CEO
Telephone 040-35 89 00
Maria Rydén, CFO
Telephone 040-35 89 00
BEIJER REF AB is a technology-oriented trading group that, through value-added products, offers its customers competitive solutions in refrigeration and climate control. Beijer Ref is one of the world's leading refrigeration wholesalers, and is represented in 37 countries in Europe, Africa, Asia and Oceania.