Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | Mid Cap Stockholm |
Sektor | Industri |
Industri | Industriprodukter |
Beijer Alma AB (publ) (556229-7480), with its registered office in Uppsala, Sweden, summons to the Annual General Meeting to be held on Tuesday, May 6, 2025, at 6:00 p.m. in the Main Hall (Stora Salen) of the Uppsala Consert and Conference Hall (Uppsala Konsert & Kongress), Vaksala torg 1, Uppsala, Sweden.
PREREQUISITES FOR PARTICIPATION
Shareholders who wish to participate in the Meeting must:
· be listed in Euroclear Sweden AB’s (Euroclear) shareholder register concerning the circumstances on April 25, 2025, and
· notify the company of their intention to participate in the Meeting not later than April 29, 2025.
Notifications are to be sent by mail to Beijer Alma AB, “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden by telephone at +46 8 401 43 13 weekdays between 9:00 a.m. and 4:00 p.m. or via Euroclear’s website https://anmalan.vpc.se/EuroclearProxy/. Registrations must include the shareholder’s name, national identity number or corporate registration number, address, telephone number, e-mail address and, where applicable, the name of any advisors (maximum of two) and proxies.
Shareholders whose holdings are registered in the name of a nominee must also register the shares in their own name so that the shareholder is listed in the shareholder register on April 25, 2025. Such registration can be temporary (voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting rights registrations completed not later than April 29, 2025 are taken into account when preparing the shareholder register.
Shareholders who are represented by a proxy must issue a written, dated power of attorney for the proxy, signed by the shareholder. If the power of attorney was issued by a legal entity, it must be accompanied by a registration certification or similar document for the legal entity. The power of attorney and any registration certification may not be more than one year old. However, the power of attorney may be older if it is valid for a longer period of time, up to a maximum of five years. The power of attorney form is available on the company’s website, www.beijeralma.se. The power of attorney and any authorization documents should be delivered to Euroclear at the above address not later than May 5, 2025.
PROPOSED AGENDA
1) Opening of the Meeting
2) Election of Meeting Chairman
3) Preparation and approval of the voting list
4) Approval of the agenda
5) Election of one or two persons to check the minutes
6) Determination of whether the Meeting was duly convened
7) Statement by the CEO
8) Presentation of:
a) the annual accounts and consolidated financial statements for 2024
b) the audit report and Group audit report for 2024
9) Resolutions concerning:
a) the adoption of the Parent Company’s income statement and balance sheet and the consolidated income statement and consolidated balance sheet
b) disposition of the company’s earnings in accordance with the adopted balance sheet
c) determination of the record date for dividends
10) Resolution concerning the discharge of the Board of Directors and the CEO from personal liability
11) Resolutions concerning:
a) number of Board directors and deputy Board directors
b) number of auditors
12) Resolutions concerning:
a) fees to the Board of Directors
b) fees to the auditor
13) Election of the Board of Directors and Chairman of the Board
14) Election of the auditors
15) Resolution concerning principles for Nomination Committee and election of Nomination Committee
16) Resolution concerning authorization of the Board of Directors to make decisions regarding new share issues for acquisitions
17) Presentation of the Board of Directors’ remuneration report for approval
18) Closing of the Meeting
PROPOSALS FOR RESOLUTION
Item 2: Meeting Chairman
The Nomination Committee proposes that the Chairman of the Board Johan Wall is elected as Meeting Chairman.
Items 9 b and 9 c: Dividend and record date
The Board of Directors proposes that the Annual General Meeting approves a dividend of SEK 3.95 (3.85) per share. The proposed record date for dividends is May 8, 2025. If the Annual General Meeting votes in accordance with this proposal, dividends are expected to be paid out through Euroclear commencing May 13, 2025.
Item 11 a: Number of Board directors and deputy Board directors
The Nomination Committee proposes that the Board of Directors shall comprise of six regular directors and no deputy directors.
Item 11 b: Number of auditors
The Nomination Committee proposes that a registered auditing firm is appointed as auditor.
Item 12 a: Fees to the Board of Directors
With regard to fees to the Board of Directors, the Nomination Committee proposes that a fixed fee of SEK 405,000 (390,000) is paid to each of the regular members of the Board of Directors, except the Chairman of the Board. A fixed directors’ fee of SEK 1,175,000 (1,100,000) is proposed for the Chairman of the Board.
For the Audit Committee, a fixed fee of SEK 80,000 (80,000) is proposed for each member, except the Chairman of the Committee. A fixed fee of SEK 170,000 (165,000) is proposed for the Chairman of the Committee.
For the Remuneration Committee, a fixed fee of SEK 30,000 (30,000) is proposed for each member, except the Chairman of the Committee. A fixed fee of SEK 55,000 (55,000) is proposed for the Chairman of the Committee.
Item 12 b: Fees to the auditor
It is proposed that auditors’ fees be paid in accordance with approved invoices.
Item 13: Election of the Board of Directors and Chairman of the Board
The Nomination Committee proposes that Caroline af Ugglas, Hans Landin, Johnny Alvarsson, Oskar Hellström, Sofie Löwenhielm and Johan Wall are re-elected as members of the Board of Directors for the period until the end of the 2026 Annual General Meeting. The Nomination Committee proposes that Johan Wall is re-elected as Chairman of the Board.
More information about all of the proposed directors is available on the company’s website, www.beijeralma.se.
Item 14: Election of the auditors
The Nomination Committee proposes, at the recommendation of the Audit Committee, that the registered public accounting firm KPMG AB is re-elected as the company’s auditor for a term of office of one year, meaning until the end of the 2026 Annual General Meeting. If the Meeting resolves in accordance with this proposal, KPMG AB intends to appoint Authorized Public Accountant Jonas Eriksson as the company’s auditor in charge.
Item 15: Principles for the Nomination Committee and election of the Nomination Committee
Ahead of the 2026 Annual General Meeting, the Nomination Committee proposes that the Annual General Meeting resolves that the company applies the same procedures as those applied in the preceding year and that the Annual General Meeting appoints the members of the Nomination Committee. This proposal entails that the Nomination Committee would comprise of the Chairman of the Board Johan Wall, Anders G. Carlberg as representative of the principal owner, and three representatives of the next largest shareholders who have indicated their willingness to participate in the Nomination Committee, namely Malin Björkmo (Handelsbanken Fonder), Mats Andersson (Nordea Fonder) and Carl Sundblad (Cliens Fonder). Anders G. Carlberg is nominated as Chairman of the Nomination Committee.
The Nomination Committee will submit proposals concerning the Board of Directors, the Chairman of the Board, fees to the Board of Directors, committee fees, auditors, auditors’ fees and the Chairman of the Annual General Meeting.
Should such action be deemed appropriate due to ownership changes, the Nomination Committee is entitled to offer additional shareholders positions on the Nomination Committee, although the total number of members may not exceed six. Should a member of the Nomination Committee resign from the Committee before the Committee’s work is completed, and the Nomination Committee deems such action necessary, the Nomination Committee may request that the same shareholder or, if this shareholder is no longer among the largest shareholders, the next largest shareholder, appoints a replacement. Members of the Nomination Committee will not receive a fee, but any expenses that arise during the nominating procedure shall be paid by the company. Changes to the composition of the Nomination Committee are to be disclosed immediately. The mandate period of the Nomination Committee extends until a new Nomination Committee is appointed at the next Annual General Meeting.
Item 16: Authorization to issue shares
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, on one or more occasions until the next Annual General Meeting, with deviation from the shareholders’ preferential rights, to decide on issues of new Class B shares or convertible debentures carrying the right to new Class B shares, but that such issues may not cause the company’s registered share capital on the date of the Annual General Meeting to increase by more than a total of 10 percent. The Board of Directors will also be entitled to make decisions in cases when contributions may be made with assets other than money (non-cash issue), with the right to offset debt or according to other terms.
The authorization pertains only to acquisitions, which is the reason for the deviation from the shareholders’ preferential rights. The Board of Directors, or a party appointed by the Board of Directors, is to be entitled to make any minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear.
To be valid, a resolution must be supported by shareholders representing not less than two-thirds of both the votes cast and the shares represented at the Meeting.
OTHER
The total number of shares in Beijer Alma AB is 60,262,200, of which 6,526,800 comprise Class A shares with 65,268,000 votes and 53,735,400 comprise Class B shares with 53,735,400 votes, corresponding to a total of 119,003,400 votes. Beijer Alma AB holds no treasury shares.
Shareholders will be given an opportunity to pose questions during the Annual General Meeting and are reminded of their right to request disclosures in accordance with Chapter 7, Section 32 of the Swedish Companies Act. To make it easier to respond to these questions, please submit them to the company in advance by mail at Beijer Alma AB, Box 1747, SE-751 47 Uppsala, Sweden, or by e-mail at [email protected].
As of April 15, 2025, the company’s financial statements and auditor report, the remuneration report prepared by the Board of Directors, the auditor’s statement on the application of guidelines for remuneration and other documents will be available at the company’s address at Dragarbrunnsgatan 45, SE-753 20 Uppsala, Sweden. These documents will be sent free of charge to any shareholders who so request and who provide their mailing address. The documents will also be available on the company’s website at www.beijeralma.se.
For information on how personal data is processed, refer to the privacy policy on Euroclear’s website (in Swedish): https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Following the Annual General Meeting, the company’s shareholders are invited to enjoy some light refreshments.
Welcome!
Uppsala, April 2025
Board of Directors