Annual General Meeting 2022
Annual Meeting of shareholders in Beijer Ref AB (publ)
The shareholders of Beijer Ref AB (publ), corporate ID no. 556040-8113, are hereby summoned to the Annual General Meeting of the company to be held on Thursday 7 April 2022 at 15:00, at The “Bengt Hall” Conference room, Malmö Opera, Östra Rönneholmsvägen 20, Malmö, Sweden. Registration for the meeting will begin at 14:00.
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 Beijer Ref’s Articles of Association.
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 Wednesday 30 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 (link: REGISTRATION FOR THE ANNUAL MEETING) no later than 1 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 at the following link: PROXY 2022.
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 Wednesday 30 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 than 1 April 2022.
A special form must be used for the postal vote. The form is available at the following link: POSTAL VOTING FORM 2022. Completed and signed forms for postal voting can be sent to Computershare by mail to Computershare AB, Box 5267, 102 46 Stockholm (mark the envelope “Beijer Refs AGM”), or by email to proxy@computershare.se. Completed forms must be received by Computershare no later than 1 April 2022. Shareholders who are natural persons may also cast their votes electronically through verification with BankID at the following link: https://app.verified.eu/web/computershare/?source=beijerref/EN.
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.
About the General Meeting
“Beijer Ref’s supreme decision-making body is the general meeting of shareholders, where all shareholders have the right to participate, to have a matter processed and to vote for all of their shares. The annual general meeting (the “AGM”), elects the board of directors and the company’s auditor, which are proposed by a nomination committee elected by the AGM. The AGM also resolves on distribution of profits, approval of the annual report, remuneration to the board of directors and the auditor, guidelines for remuneration to senior executives and amendments to the articles of association, as well as other important matters.
The competence and tasks of the AGM are primarily based on the Swedish Companies Act and the articles of association adopted by the general meeting. Notice of general meetings shall be published in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. Simultaneously, an announcement with information that the notice has been issued shall be published in Dagens industri. The company shall publish the time and place for the AGM at the latest in connection with the interim report for the third quarter. Notice of the AGM shall be made at the earliest six weeks before and no later than four weeks before the AGM.
In order to participate in a general meeting, shareholders must notify the company no later than the day specified in the notice convening the general meeting. Shareholders unable to attend the meeting in person may be represented by proxy. The board of directors may also resolve that shareholders shall be able to vote for their shares by post prior to the general meeting. In connection with the issuance of the notice convening the general meeting, information is provided regarding the forms of the general meeting as well as the time and manner for notification to participate in the general meeting.
A shareholder who wishes that a matter is addressed at a general meeting must submit a written request to this effect to the board of directors. The request must be received by Beijer Ref no later than seven weeks prior to the general meeting, or in due time for the matter to be included in the notice convening the general meeting. As regards proposals for resolutions in matters already included on the agenda and for which a proposal, according to law, does not have to be submitted a certain time in advance, a shareholder has the right to submit such proposal during the period up until the general meeting (including during the general meeting).
The agenda for the general meeting sets out the items which are subject to resolution by the general meeting, and the items that are included for information purposes. Items on the agenda which require resolutions by the general meeting are subject to a binding vote whereby the shareholders vote in favor or against or abstain from voting on the matter. Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, all shareholders are, at general meetings, entitled to ask the board of directors and the CEO questions regarding matters on the agenda and the company’s relation to another group company. At AGMs shareholders are also entitled to ask questions about the financial situation of the company and the group.”
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