The shareholders of
The Board of Directors has decided that shareholders shall have the opportunity to exercise their voting rights at the Annual General Meeting also by postal voting in accordance with the provisions in
A. ENTITLEMENT TO PARTICIPATION AND NOTIFICATION
Participation in person
A) Shareholders wishing to attend the Annual General Meeting in person or through a proxy representative shall:
- be entered in the share register maintained by
Euroclear Sweden AB on the record date, which is Wednesday30 March 2022 ,
-
notify the company of the participation by mail to
Computershare AB , Box 5267, 102 46 Stockholm (mark the envelope "Beijer Ref AGM"), by telephone at +46 (0)771 24 64 00 or by e-mail to proxy@computershare.se, or electronically on the company's website www.beijerref.com/general-meeting no later than1 April 2022 . When submitting notification, each shareholder must state their name, personal identification number/corporate identification number, address and telephone number and the name of their associate(s). Shareholders or representatives of shareholders may bring no more than two associates to the meeting. Associates may be brought to the meeting only if the shareholder provides notification of this.
Persons representing a legal person must present a certificate of registration or equivalent document showing the authorised signatory. For shareholders who are represented by a proxy representative, an original copy of the power of attorney for this must be submitted to the company before the meeting, together with any registration certificate or equivalent document for a legal person which demonstrates authorisation to issue a power of attorney. The form for the power of attorney is available at the company's premises and on the company's website. www.beijerref.com/general-meeting.
Anyone wishing to attend the meeting in person or through a proxy representative must notify its intention to participate in accordance with this item A). This means that a notification, solely by submitting a postal vote in accordance with item B) below, is not sufficient for those who want to physically participate at the meeting.
Participation by postal voting
B) Anyone wishing to attend the Annual General Meeting by postal voting shall:
- be entered in the share register maintained by
Euroclear Sweden AB on the record date, which is Wednesday30 March 2022 ,
-
notify the company of participation by having submitting a postal vote in accordance with the instructions set out below in such time so that
Computershare receives the postal vote no later than1 April 2022 .
A special form must be used for the postal vote. The form is available on
The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. If the power of attorney has been issued by a legal entity, a certificate of registration or equivalent document showing the authorised signatory must be attached. The form for the power of attorney is available at the company's premises and on the company's website. www.beijerref.com/general-meeting.
B. SHAREHOLDERS WITH NOMINEE REGISTERED SHARES
In order to be entitled to participate in the meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of participation in the general meeting, temporarily register these shares in their own name so that the shareholder is listed in the presentation of the share register as of Wednesday
C. MATTERS TO BE DEALT WITH AT THE MEETING
Proposal for the agenda:
1. Election of the Chairman of the Annual Meeting of shareholders
2. Election of two persons to attest the Minutes
3. Drawing up and approval of the voting register
4. Approval of the Agenda
5. Determination that the meeting has been duly convened
6. Address by the CEO
7. Submission of the annual accounts and audit report of the company and the Group, and the statement by the auditor on the compliance of the guidelines for remuneration to senior executives
8. Resolution regarding:
(a) adoption of the profit and loss account and balance sheet of the company and of the consolidated profit and loss account and consolidated balance sheet of the Group
(b) allocation of the company's profit or loss in accordance with the adopted balance sheet and determination of record date for dividend
(c) approval of the remuneration report
(d) discharge from liability for the Members of the Board of Directors and the Managing Director
9. Determination of the number of Board Members
10. Determination of the remuneration of the Board Members
11. Determination of remuneration of the Auditors
12. Election of Board Members
(a)
(b)
(c)
(d) Per Bertland (re-election)
(e)
(f)
(g)
(h)
13. Election of Auditors
14. Decision regarding the
15. Decision on guidelines for remuneration to senior executives
16. Decision regarding the
17. Closing of the Meeting
Proposals
Item 8 (b) - Dividend
Of the available profits of
Item 8 (c) - Approval of the Remuneration Report
It is proposed that the general meeting resolves to approve the Board of Directors' report regarding compensation pursuant to Chapter 8, Section 53a of the Swedish Companies Act.
Items 1, 9 -13 - Elections and fees
Item 1: The Election Committee proposes
Item 10: Fees paid to the Board of Directors shall be
Item 11: The auditors' fees shall be paid according to the approved invoice.
Item 12:
Further information about the proposed Board members can be found on the company's website http://www.beijerref.com.
Item 13: The registered accounting firm
Item 14: Decision regarding the
The Board of Directors proposes that the Annual General Meeting resolves to adopt a long-term share-based incentive program LTI 2022/2025 (the "Scheme"), similar to the LTI 2021/2024 implemented in 2021 (collectively the "Schemes"), as set forth below. The Scheme, which will include around 120 key individuals in the
(A) Resolution to issue call options for shares in
- The number of call options to be issued pursuant to the Scheme shall be no more than 1,616,000 options, corresponding to approximately 0,42 per cent of the total number of shares and approximately 0,25 per cent of the total number of votes in the Company (including shares held by the Company).
-
Each call option will entitle the holder to acquire from the Company one (1) class B share in the Company during the period from
15 May 2025 to15 June 2025 , inclusive. The acquisition of shares may not, however, take place during any period when trading in shares in the Company is prohibited in accordance with Regulation (EU) No 596/2014 of theEuropean Parliament and of the Council of16 April 2014 on market abuse (market abuse regulation) or any other equivalent legislation in force at any time.
- The exercise (purchase) price for shares upon exercise shall correspond to 125 per cent of the volume-weighted average of the price paid for the Company's share at Nasdaq Stockholm during the five trading days immediately prior to the sale and transfer of the call options to the participants.
-
The right to acquire call options shall be granted to the CEO, the Executive Management at
Beijer Ref and approximately 110 additional key individuals with theBeijer Ref Group who have a direct opportunity to influence the Group's profits and for who participation in the Scheme is deemed financially, administratively and practically justifiable. The CEO shall be able to buy no more than 200,000 call options and other members of Executive Management together with a few Managing Director's for larger entities shall be able to buy no more than 40,000 call options per person. Other participants are divided into four categories according to position, the first group of which with approximately 20-30 participants shall be able to buy no more than 20,000 call options per person and the other groups with approximately 80 participants in total shall be able to buy no more than, respectively, 8,000, 4,000 or 3,000 call options per person, depending on position.
- If a person who is entitled to allocation declines to acquire the call options offered, either fully or partly, such non-acquired call options may be distributed pro rata between those entitled to allocation who have registered their interest in acquiring additional call options. A participant will not be permitted to purchase call options for more than 20 per cent of the participant's annual salary.
- The Board of Directors shall finally confirm and resolve on the allocation of call options in accordance with the principles set forth herein, as well as the number of call options that will be offered within each category. Allocation is expected to take place during the second quarter of 2022.
- The price (option premium) for the call options shall correspond to the market value of the call options at the time of the transaction, calculated independently by PwC Sverige, in accordance the Black & Scholes model. The variables of the Black & Scholes model will be determined based on the market conditions in connection with the sale and transfer of the call options.
- The number of shares to which each call option provide entitlement to purchase, as well as the exercise (purchase) price, may be recalculated for such reasons as e.g. bonus issues, revers splits or splits of shares, new share issues, reduction of the share capital or similar measures, in accordance with standard terms and conditions for call options, established by the Board of Directors.
-
The call options are freely transferable. However,
Beijer Ref will reserve a right, but not the obligation, to re-purchase the call options upon termination of employment or pre-emptively, on customary terms and conditions, established by the Board of Directors.
- During the exercise period, the Company shall have a right but not an obligation to repurchase call options at market value (cash settlement), if this is deemed financially, administratively or practically justified.
- The Board of Directors shall, within the terms and conditions established hereby, be responsible for the more detailed structuring and management of the Scheme.
(B) Resolution to authorise the Board of Directors to pass a resolution to acquire the Company's own shares
In order to secure
(C) Resolution to approve of the transfer of shares to participants in the Scheme
The Board of Directors' proposal also includes that the Annual General Meeting shall approve that the Board of Directors, with deviation from the preferential rights of shareholders, may transfer up to 1,616,000 of the Company's class B shares to participants in the Schemes following exercise of the call options, in accordance with the terms of the call options. The reason for the deviation from the preferential rights of shareholders is to give
Since the initiation of LTI 2022/2025 is not expected to give rise to any costs for social security contributions of
***
Dilution, costs and effect on important key indicators
The Scheme does not involve any dilution for existing shareholders as it is based on call options in respect of shares already issued in the Company.
The costs of the Scheme consist of the subsidy that may be paid in connection with the transfer of the call options as described above, the social security contributions incurred for this subsidy and the cost of financing the repurchased shares. The total cost for the subsidy is estimated to be approximately
During its term, the Scheme will have a positive effect on the key indicator "profit per share" because of the Company's repurchasing of shares and a negative effect on the same key indicator because of the costs described above. The net effect on the key indicator "profit per share" will be insignificant during the term of the Scheme and will disappear entirely after its conclusion. Otherwise it is also assessed that the Scheme will have only an insignificant effect on important key indicators.
Hedging
In order to secure delivery of shares and to cover administrative costs, mainly costs for social security contributions, the Board of Directors proposes to resolve on repurchase of shares, and to resolve on transfer of shares to participants in LTI 2022/2025 in accordance with section B and C above.
Other share based incentive programs
The Company has one share based incentive scheme in force, LTI 2021/2024, expiring in
Reason for the Scheme and its preparation
The Board of Directors' reason for the implementation of the Scheme is to provide executives within the
The proposal for the Scheme has been prepared by the Company's Remuneration Committee and the Board of Directors. The decision to propose the Scheme to the Annual General Meeting was made by the Board of Directors. Members of the Company's Board of Directors are not covered by the Scheme.
Majority requirement
The Board of Directors' proposal in accordance with points (A)-(C) above shall be adopted as a joint resolution under application of the majority rules in Chapter 16 of the Swedish Companies Act, which means that shareholders with at least nine tenths of both votes submitted, and shares represented at the Meeting must vote for the resolution.
Item 15: Decision on guidelines for remuneration to senior executives
The Board of Directors proposes that the Annual General Meeting 2022 adopts the following guidelines for remuneration to senior executives in
The Board of Directors' proposal for guidelines for executive remuneration
The CEO and President of the
The guidelines' promotion of the company's business strategy, long-term interests and sustainability
A call option program has been set up within the company. It has been resolved by the general meeting and is therefore excluded from these guidelines.
Forms of renumeration, etc.
The remuneration shall consist of fixed salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration. The total remuneration shall be on market terms and promote the interests of the shareholders by enabling the company to attract and retain senior executives.
Variable cash remuneration
The variable remuneration is based on the outcome in relation to set financial and non-financial goals. Fulfilment of criteria for payment of variable cash remuneration shall be measured during a one year period. CEO obtains an amount corresponding to a maximum of 55% of the annual salary and other senior executives obtains an amount corresponding to a maximum of 50% of the annual salary. Variable cash remuneration shall not qualify for pension benefits. The variable cash remuneration shall be linked to predetermined, well-defined and measurable financial and non-financial criteria for the
Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining senior executives, or as remuneration for extraordinary performance beyond the individual's ordinary tasks. Such remuneration may not exceed an amount corresponding to 100 per cent of the fixed annual cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration for the CEO and other senior and executives shall be made by the board of directors.
Pension benefits
For the senior executives, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. For the CEO, an amount corresponding to a maximum of 30% of the fixed annual salary is committed. For other senior executives, an amount corresponding to a maximum of 25% of the fixed annual salary is committed.
Other benefits
Other benefits may include, inter alia, private healthcare insurance and company car. Such benefits may amount to not more than 10% of the fixed annual salary.
Extraordinary remuneration
Further cash remuneration may be awarded as one-off arrangements in extraordinary circumstances, for the purpose of recruiting or retaining executives. Such remuneration may not exceed an amount corresponding to the annual fixed salary. Resolution on such remuneration shall be made by the board of directors
Foreign employments
For senior executives outside of
Determination of the outcome for variable cash remuneration, etc.
The company's remuneration committee, shall prepare, monitor and evaluate matters regarding variable cash remuneration. After the measurement period for the criteria for awarding variable cash remuneration has ended, it shall be determined to which extent the criteria have been satisfied. Evaluations regarding fulfilment of financial criteria shall be based on established financial information for the relevant period.
Variable cash remuneration will be paid after the measurement period has when the annual accounts have been approved at the annual general meeting. The board of directors shall have the possibility, under applicable law or contractual provisions, to in whole or in part reclaim variable remuneration paid on incorrect grounds (claw-back).
Employment term and termination of employment
Senior executives shall be employed until further notice. Severance pay and fixed salary during the period of notice may not exceed an amount corresponding to 24 months fixed salary for the CEO and 12 months fixed salary for other senior executives.
At resignation by a senior executive, the notice period may amount to six months. A senior executive's own resignation does not trigger any right to severance pay.
Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid to the extent the previously employed executive is not entitled to severance pay for the same period. The remuneration may be paid during the time the non-compete undertaking applies, however not for longer than twenty-four months following termination of employment.
Salary and employment conditions for employees
In the preparation of the board of directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the board of directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
The decision-making process to determine, review and implement the guidelines
Within the Board of Directors, a remuneration committee is established. The remuneration committee prepares matters regarding remuneration and other employment conditions for the company management. The remuneration committee shall also monitor and evaluate the application of the guidelines for senior executive remuneration as well as the current remuneration structures and compensation levels in the company. Remuneration to the CEO and other senior executives shall be resolved by the board of directors, or after delegation, by the remuneration committee. The CEO and other members of the company management do not participate in the board of directors' or the remuneration committee's processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting.
Derogation from the guidelines
The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability.
Item 16: Decision regarding the
The Board of Directors proposes that the general meeting will authorise the Board of Directors to resolve on one or more occasions during the period up to the next Annual General Meeting, to issue at maximum 38,230,407 new shares, corresponding to 10 per cent of the company's share capital and 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
The Board of Directors, or anyone appointed by the Board of Directors, shall be authorised to make such minor adjustments of the resolution of the Annual General Meeting that may be necessary in connection with registration with the Swedish Companies Registration Office.
The proposal is subject to the support of shareholders representing at least two-thirds of the votes cast and the shares represented at the meeting.
D. OTHER
The Election Committee's full proposals are set out above. The Election Committee's reasoned statement will be available on the company's website www.beijerref.com/general-meeting in conjunction with the notice convening the Annual General Meeting. The accounting documents, the auditors' statement in accordance with Chapter 8, section 54 of the Swedish Companies Act and the Board of Directors' complete proposal for decision in accordance with the above will be available at the company's premises and on the company's website from
Shareholders are reminded that they are entitled to request information from the Board of Directors and the Managing Director at the Annual General Meeting in accordance with Chapter 7, section 32 of the Swedish Companies Act.
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
At the time of the issuance of this notice, the total number of shares in the company is 382,304,070 representing a total of 650,109,510 votes, divided on 29,756,160 A shares, representing 297,561,600 votes, and 352,547,910 B shares, representing an equal amount of votes, of which 1,835,090 B shares are held by the company, representing 1,835,090 votes.
Malmö,
The Board of Directors
For further information, please contact:
Telephone +46 40-35 89 00
or
Telephone +46 40-35 89 00
www.beijerref.com
This disclosure contains information that
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