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22-11-10 regulatory

Resolutions at the Extraordinary General Meeting in Beijer Ref on 10 November 2022

Malmö 10 November 2022

The Extraordinary General Meeting (the “EGM”) of Beijer Ref AB (publ) (“Beijer Ref”) today made the following resolutions.

 

Board of Directors and fees

The Meeting resolved, in accordance with the Nomination Committee’s proposal, to increase the Board of Directors with one member through new election of Nathalie Delbreuve as Board member. It was resolved that Board fees according to the Annual General Meeting’s resolution, shall continue to apply. Fees (including fees for committee work) are to be paid to the incoming Board member pro rata in relation to the Board member’s actual duty period.

 

Amendment of the Articles of Association

The Meeting resolved, in accordance with the Board of Directors’ proposal, to amend the limits for the minimum and maximum share capital in the articles of association so that the company’s share capital shall be not less than SEK 250,000,000 and not more than SEK 500,000,000 and the limits for the minimum and maximum number of shares in the articles of association so that the number of shares shall be not less than 250,000,000 and not more than 500,000,000.

 

Authorisation for the Board to resolve on a new share issue

The Meeting resolved, in accordance with the Board of Directors’ proposal, to re-establish and replace the unutilised authorisation resolved by the Annual General Meeting in 2022 and thus authorise the Board of Directors to, on one or more occasions during the period up to the next Annual General Meeting, resolve on issue of a maximum of 38,230,407 new shares, corresponding to 10 per cent of the company’s total number of shares. The share issue may be with or without deviation from the shareholders’ preferential rights, 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. Other terms may be resolved by the Board of Directors.

 

Minutes with complete resolutions from the Meeting will be made available on the company’s website, www.beijerref.com no later than 24 November 2022.

 

 

For more information, please contact:

Christopher Norbye
CEO

Telephone +46 40-35 89 00

Email cne@beijerref.com

 

Ulf Berghult
CFO

Telephone +46 40-35 89 00

Email ubt@beijerref.com

 

Niklas Willstrand
Global Corporate Communications Manager

Telephone +46 40-35 89 00

Email nwd@beijerref.com

 

 

BEIJER REF AB (publ) is a 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 42 countries in Europe, Africa, Asia and Oceania.