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Beijer Ref AB (publ) calls for an Extraordinary General Meeting on 10 November 2022
Pressrelease

Beijer Ref AB (publ) calls for an Extraordinary General Meeting on 10 November 2022

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Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Please note that the terms set out below may be altered or updated and therefore it is important that you review them each time you visit this page. Your confirmation must be true and accurate.

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DISCLAIMER – IMPORTANT

Due to applicable legal restrictions, the information contained in this section of the website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), the United Kingdom, Australia, Canada, Japan, Hong Kong, Singapore or South Africa, or any other jurisdiction in which such release, publication or distribution might constitute a violation of the local securities laws or regulations of such jurisdiction. We apologise for any inconvenience this may cause. Click here to return to the homepage.

Important Information

Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.

The information contained in this section of the website of Beijer Ref AB (publ) (the “Company”) (a) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, Japan, Hong Kong, Singapore or South Africa and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any securities of the Company in the United States, Australia, Canada, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

The securities of the Company referred to in this section of the Company’s website (the “Securities”) have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States and may not be offered, subscribed for, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, within the United States unless the Securities are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the Securities will be sold only to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended), pursuant to an applicable exemption afforded by the Securities Act. All offers and sales of the Securities outside the United States will be made in compliance with Regulation S under the Securities Act and in accordance with applicable law.

The Securities have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered, subscribed for, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction in which it would be unlawful or would require registration or other measures.

In the United Kingdom, the information contained in this section of the Company’s website is only being distributed to and is only directed at “Qualified Investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”), who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons above together being referred to as “relevant persons”). The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the information contained in this section of the Company’s website.

This information and offering are only addressed to and directed at persons in member states of the European Economic Area (the “EEA”), who are “Qualified Investors” within the meaning of Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with Qualified Investors. This information should not be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.

Access to the information contained in this section of the Company’s website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information. All persons residing outside of Sweden who wish to have access to the information contained in this section of the Company’s website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the Company’s website, or require registration or approval for any acquisition of Securities by them. No such registration or approval has been or will be obtained outside of Sweden.

The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.

While the Company believes that the information posted on the following pages is accurate and complete as of the posted date, and while the Company may post new information from time to time, the Company does not assume any obligation to update or correct such information and explicitly disclaims any duty to do so.

I therefore certify that:

  • I am (i) resident and physically present in a country outside the United Kingdom, the United States, Australia, Canada, Japan, Hong Kong, Singapore and South Africa or any other jurisdiction in which the release, distribution or publication would be unlawful or require registration or any other measure in accordance with applicable law or (ii) a Qualified Investor within the EEA or a relevant person in the United Kingdom;
  • I am authorised to access the information contained in this section of the Company’s website without being subject to any legal restriction and without any further action required by the Company; and
  • I have read, understand and agree to comply with all of the restrictions set forth above.
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Beijer Ref AB (publ) calls for an Extraordinary General Meeting on 10 November 2022

 

Beijer Ref calls for an Extraordinary General Meeting after the Nomination Committee has proposed that Nathalie Delbreuve shall be elected as new Board member in Beijer Ref. Nathalie Delbreuve is expected to take the position as new Chairperson of the Board's audit committee. The Articles of Association will also be amended to adjust the limits for the share capital and the number of shares, so that it is in line with the issue authorization for the board as resolved by the annual general meeting in 2022. The board therefore proposes that the general meeting, after this adjustment, re-establish and resolve the authorisation on the new share issue.

 

 

The full notice follow directly below.

 

Malmö in October 2022

 

The Board of Directors

Beijer Ref AB (publ)

 

For further 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


Notice to the Extraordinary General Meeting in Beijer Ref AB (publ)

 

The shareholders of Beijer Ref AB (publ), corporate ID no. 556040-8113, are hereby summoned to the Extraordinary General Meeting (the “EGM”) to be held on 10 November 2022. The EGM will be held only through postal voting in accordance with temporary legislation.

 

A. ENTITLEMENT TO PARTICIPATION AND NOTIFICATION

 

Shareholders who wish to participate in the EGM must:

 

(i)  be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”), as of 2 November 2022; and

 

(ii)  notify the company of their intention to participate in the EGM no later than 9 November 2022, by submitting their postal votes in accordance with the instructions under the heading “Postal voting” below, so that the postal vote is received by the company no later than that day.

 

Shareholders whose shares are nominee-registered must temporarily re-register their shares in their own name in the shareholders’ register maintained by Euroclear in order to participate in the EGM (so called voting rights registration). The shareholders’ registers as of the record date on 2 November 2022 will include voting rights registrations made not later than 4 November 2022. Therefore, shareholders must, in accordance with the respective nominee's routines, in due time before said date request their nominee to carry out such voting rights registration.

 

Postal voting

The shareholders may exercise their voting rights at the EGM only by postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

 

A special form shall be used for postal voting. The form is available on the company’s website, www.beijerref.com/extraordinarymeeting2022. The postal voting form is considered as the notification of participation at the EGM.

 

The completed and signed voting form must be received by the company no later than 9 November 2022, kindly before 4.00 pm. CEST. The completed and signed form shall be sent to Beijer Ref by e-mail to api@beijerref.com or by regular mail to Beijer Ref AB, Stortorget 8, SE-211 34 Malmö, Sweden, att: Alexandra Panovici (mark the envelope Beijer Refs EGM). If the shareholder postal votes by proxy, a power of attorney shall be enclosed with the form. Proxy form is available upon request and on the company’s website www.beijerref.com/extraordinarymeeting2022 . If the shareholder is a legal entity, a copy of the registration certificate or, if such document does not exist, a similar document of authorization is to be attached. The shareholder may not provide the postal vote with specific instructions or conditions. If so, the entire vote is invalid.

 

Further instructions and conditions are included in the form for postal voting.

 

B. SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

 

The Board of Directors and the managing director shall, if any shareholder so requests, and if the Board of Directors considers that this can be done without significant harm for the company, give information on circumstances that can affect the judgement of an item on the agenda. Requests for such information shall be made in writing to Beijer Ref AB, Stortorget 8, SE-211 34 Malmö, Sweden, att: Alexandra Panovici or by e-mail to api@beijerref.com, no later than ten days before the EGM, i.e. no later than 31 October 2022. The information will be disclosed by being held available at Beijer Ref AB, Stortorget 8, SE-211 34 Malmö, Sweden, and on the company’s website, www.beijerref.com/extraordinarymeeting2022, no later than five days before the EGM, i.e. no later than 5 November 2022. The information will also be distributed to the shareholders who so requests and state their postal address or e-mail address.


C. AGENDA FOR THE MEETING

 

Proposal for agenda

 

1. Election of the Chairman of the meeting

2. Election of person to attest the minutes

3. Drawing up and approval of the voting register

4. Determination that the meeting has been duly convened

5. Approval of the agenda

6.  Determination of the number of Board members

7. Determination of the remuneration to the Board members

8. Election of new Board member

9. Resolution on amendment of the Articles of Association

10. Resolution on authorisation for the Board to resolve on a new share issue

 

 

Proposals

 

Election of the Chairman of the meeting (item 1)

 

The Board of Directors proposes that Anna Luterkort or, in the event she is prevented from participating, the person instead designated by the Board of Directors, will be Chairman of the meeting.

 

Election of person to attest the minutes (item 2)

 

It is proposed that Tommi Saukkoriipi, representing SEB Investment Management, or if he is prevented from participating, the person instead designated by the Board of Directors, is assigned to approve the minutes of the EGM together with the Chairman. The assignment to approve the minutes also includes verifying the voting list and that the postal votes received are correctly stated in the minutes of the EGM.

 

Drawing up and approval of the voting register (item 3)

 

The voting list proposed to be approved is the voting list prepared by the company, based on the shareholders’ register for the EGM prepared by Euroclear Sweden AB and the postal votes received, as verified and recommended by the person elected to approve the minutes.

 

Determination that the meeting has been duly convened (item 4)

 

It is proposed that the EGM has been duly convened as approved by the Chairman of the meeting, based on the Swedish Companies Act’s and the Articles of Association's provisions regarding notice to attend Extraordinary General Meetings.

 

Approval of the agenda (item 5)

 

It is proposed that the agenda included in the notice should be approved.

 

Election and remuneration (items 6-8)

 

The Nomination Committee, consisting of the Chairperson of the Nomination Committee Juho Frilander (EQT), Joen Magnusson (own holdings), Tommi Saukkoriipi (SEB Investment Management), Patrica Hedelius (AMF Pension) and the Chairperson of the Board Kate Swann, has informed the company of the following proposals.

  • The Board of Directors shall be increased by one Board member and thereafter consist of eight members elected by the General Meeting.
  • New election of Nathalie Delbreuve as Board member for the period until the end of the next Annual General Meeting.
  • The annual fees per Board member (including fees for committee work), as resolved by the Annual General Meeting on 7 April 2022, shall continue to apply entailing a certain increase of the total fees since the number of Board members is increased by one. Fees (including fees for committee work) are to be paid to incoming Board members pro rata in relation to the Board member’s actual duty period compared to the whole period from the Annual General Meeting 2022 until the end of the next Annual General Meeting.

 

Nathalie Delbreuve (born 1972) is CFO and member of the Group Executive Committeeat at Verallia Group SA. Nathalie has a Master's Degree in Business Administration – Finance at the Ecole Supérieure de Commerce de Paris. Nathalie has a track record in operational finance roles across the B2B services, engineering and manufacturing sectors. Her experience spans international environments within highly competitive market settings with a strong focus on cost management. M&A and divestments have also been part of her remit, in addition to broader finance operations, investor relations and technology. Nathalie began her career in 1996 with the audit firm PricewaterhouseCoopers, in the Netherlands and then in Lyon, France. In 2003, she joined the Norbert Dentressangle Group (now XPO Logistics) becoming a member of its Transport Division’s Executive Committee in 2005. She continued her career in the Plastic Omnium Group from 2010, as Director of Group Consolidation and Management Control, and between 2015-2020 as Chief Financial Officer Europe for the Intelligent Exterior Systems Division.

 

Nathalie Delbreuve is to be considered as independent in relation to the company and company management and independent in relation to major shareholders. Nathalie holds 0 shares / other financial instruments in Beijer Ref.

 

Resolution on amendment of the Articles of Association (item 9)

The Board of Directors proposes that the EGM resolves to amend the company’s Articles of Association, in accordance with below. The purpose of the amendment is to adjust the limits for the share capital and the number of shares, so that it is in line with the issue authorization for the board as resolved by the annual general meeting in 2022 and to adjust so that the limits for the minimum and maximum number of shares correspond to the minimum and maximum share capital.

Current wording

Proposed wording

§ 4

The Company’s share capital shall be not less than one hundred million kronor (SEK 100,000,000) and not more than four hundred million kronor (SEK 400,000,000).

§ 4

The Company’s share capital shall be not less than SEK 250,000,000 and not more than SEK 500,000,000.

§ 5

The number of shares shall be not less than 103,000,000 and not more than 412,000,000.

 

§ 5

The number of shares shall be not less than 250,000,000 and not more than 500,000,000.

 

§ 6 subparagraph 2

Of the share capital, not more than SEK 400,000,000 nominal can consist of series A shares and not more than SEK 400,000,000 nominal of series B shares.

 

§ 6 subparagraph 2

Of the share capital, not more than SEK 500,000,000 nominal can consist of series A shares and not more than SEK 500,000,000 nominal of series B shares.

 

The Board of Directors, or anyone appointed by the Board of Directors, shall be authorised to make such minor adjustments of the resolution 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.

 

Resolution on authorisation for the Board to resolve on a new share issue (item 10)

The Board of Directors proposes that the General Meeting 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.

 

The Board of Directors, or anyone appointed by the Board of Directors, shall be authorised to make such minor adjustments of the resolution 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. AVAILABLE DOCUMENTS ETC

 

Proxy forms and postal voting form are available at the company’s website, www.beijerref.com/extraordinarymeeting2022. Other documents to be held available according to the Swedish Companies Act, will be available on the company’s website as from 20 October 2022, at the latest, and be distributed to shareholders who so request and state their postal address.

 

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 633,909,510 votes, of which 27,956,160 are shares of Series A, representing 279,561,600 votes, and 354,347,910 are shares of series B, representing an equal amount of votes, of which 1,835,090 B shares are held by the company.

 

 

E. PROCESSING OF PERSONAL DATA

 

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.  

 

 

 

_________________________

 

Malmö, October 2022

The Board of Directors

Beijer Ref AB (publ)

 

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Beijer Ref AB (publ) calls for an Extraordinary General Meeting on 10 November 2022

 

Beijer Ref calls for an Extraordinary General Meeting after the Nomination Committee has proposed that Nathalie Delbreuve shall be elected as new Board member in Beijer Ref. Nathalie Delbreuve is expected to take the position as new Chairperson of the Board's audit committee. The Articles of Association will also be amended to adjust the limits for the share capital and the number of shares, so that it is in line with the issue authorization for the board as resolved by the annual general meeting in 2022. The board therefore proposes that the general meeting, after this adjustment, re-establish and resolve the authorisation on the new share issue.

 

 

The full notice follow directly below.

 

Malmö in October 2022

 

The Board of Directors

Beijer Ref AB (publ)

 

For further 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


Notice to the Extraordinary General Meeting in Beijer Ref AB (publ)

 

The shareholders of Beijer Ref AB (publ), corporate ID no. 556040-8113, are hereby summoned to the Extraordinary General Meeting (the “EGM”) to be held on 10 November 2022. The EGM will be held only through postal voting in accordance with temporary legislation.

 

A. ENTITLEMENT TO PARTICIPATION AND NOTIFICATION

 

Shareholders who wish to participate in the EGM must:

 

(i)  be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”), as of 2 November 2022; and

 

(ii)  notify the company of their intention to participate in the EGM no later than 9 November 2022, by submitting their postal votes in accordance with the instructions under the heading “Postal voting” below, so that the postal vote is received by the company no later than that day.

 

Shareholders whose shares are nominee-registered must temporarily re-register their shares in their own name in the shareholders’ register maintained by Euroclear in order to participate in the EGM (so called voting rights registration). The shareholders’ registers as of the record date on 2 November 2022 will include voting rights registrations made not later than 4 November 2022. Therefore, shareholders must, in accordance with the respective nominee's routines, in due time before said date request their nominee to carry out such voting rights registration.

 

Postal voting

The shareholders may exercise their voting rights at the EGM only by postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

 

A special form shall be used for postal voting. The form is available on the company’s website, www.beijerref.com/extraordinarymeeting2022. The postal voting form is considered as the notification of participation at the EGM.

 

The completed and signed voting form must be received by the company no later than 9 November 2022, kindly before 4.00 pm. CEST. The completed and signed form shall be sent to Beijer Ref by e-mail to api@beijerref.com or by regular mail to Beijer Ref AB, Stortorget 8, SE-211 34 Malmö, Sweden, att: Alexandra Panovici (mark the envelope Beijer Refs EGM). If the shareholder postal votes by proxy, a power of attorney shall be enclosed with the form. Proxy form is available upon request and on the company’s website www.beijerref.com/extraordinarymeeting2022 . If the shareholder is a legal entity, a copy of the registration certificate or, if such document does not exist, a similar document of authorization is to be attached. The shareholder may not provide the postal vote with specific instructions or conditions. If so, the entire vote is invalid.

 

Further instructions and conditions are included in the form for postal voting.

 

B. SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

 

The Board of Directors and the managing director shall, if any shareholder so requests, and if the Board of Directors considers that this can be done without significant harm for the company, give information on circumstances that can affect the judgement of an item on the agenda. Requests for such information shall be made in writing to Beijer Ref AB, Stortorget 8, SE-211 34 Malmö, Sweden, att: Alexandra Panovici or by e-mail to api@beijerref.com, no later than ten days before the EGM, i.e. no later than 31 October 2022. The information will be disclosed by being held available at Beijer Ref AB, Stortorget 8, SE-211 34 Malmö, Sweden, and on the company’s website, www.beijerref.com/extraordinarymeeting2022, no later than five days before the EGM, i.e. no later than 5 November 2022. The information will also be distributed to the shareholders who so requests and state their postal address or e-mail address.


C. AGENDA FOR THE MEETING

 

Proposal for agenda

 

1. Election of the Chairman of the meeting

2. Election of person to attest the minutes

3. Drawing up and approval of the voting register

4. Determination that the meeting has been duly convened

5. Approval of the agenda

6.  Determination of the number of Board members

7. Determination of the remuneration to the Board members

8. Election of new Board member

9. Resolution on amendment of the Articles of Association

10. Resolution on authorisation for the Board to resolve on a new share issue

 

 

Proposals

 

Election of the Chairman of the meeting (item 1)

 

The Board of Directors proposes that Anna Luterkort or, in the event she is prevented from participating, the person instead designated by the Board of Directors, will be Chairman of the meeting.

 

Election of person to attest the minutes (item 2)

 

It is proposed that Tommi Saukkoriipi, representing SEB Investment Management, or if he is prevented from participating, the person instead designated by the Board of Directors, is assigned to approve the minutes of the EGM together with the Chairman. The assignment to approve the minutes also includes verifying the voting list and that the postal votes received are correctly stated in the minutes of the EGM.

 

Drawing up and approval of the voting register (item 3)

 

The voting list proposed to be approved is the voting list prepared by the company, based on the shareholders’ register for the EGM prepared by Euroclear Sweden AB and the postal votes received, as verified and recommended by the person elected to approve the minutes.

 

Determination that the meeting has been duly convened (item 4)

 

It is proposed that the EGM has been duly convened as approved by the Chairman of the meeting, based on the Swedish Companies Act’s and the Articles of Association's provisions regarding notice to attend Extraordinary General Meetings.

 

Approval of the agenda (item 5)

 

It is proposed that the agenda included in the notice should be approved.

 

Election and remuneration (items 6-8)

 

The Nomination Committee, consisting of the Chairperson of the Nomination Committee Juho Frilander (EQT), Joen Magnusson (own holdings), Tommi Saukkoriipi (SEB Investment Management), Patrica Hedelius (AMF Pension) and the Chairperson of the Board Kate Swann, has informed the company of the following proposals.

  • The Board of Directors shall be increased by one Board member and thereafter consist of eight members elected by the General Meeting.
  • New election of Nathalie Delbreuve as Board member for the period until the end of the next Annual General Meeting.
  • The annual fees per Board member (including fees for committee work), as resolved by the Annual General Meeting on 7 April 2022, shall continue to apply entailing a certain increase of the total fees since the number of Board members is increased by one. Fees (including fees for committee work) are to be paid to incoming Board members pro rata in relation to the Board member’s actual duty period compared to the whole period from the Annual General Meeting 2022 until the end of the next Annual General Meeting.

 

Nathalie Delbreuve (born 1972) is CFO and member of the Group Executive Committeeat at Verallia Group SA. Nathalie has a Master's Degree in Business Administration – Finance at the Ecole Supérieure de Commerce de Paris. Nathalie has a track record in operational finance roles across the B2B services, engineering and manufacturing sectors. Her experience spans international environments within highly competitive market settings with a strong focus on cost management. M&A and divestments have also been part of her remit, in addition to broader finance operations, investor relations and technology. Nathalie began her career in 1996 with the audit firm PricewaterhouseCoopers, in the Netherlands and then in Lyon, France. In 2003, she joined the Norbert Dentressangle Group (now XPO Logistics) becoming a member of its Transport Division’s Executive Committee in 2005. She continued her career in the Plastic Omnium Group from 2010, as Director of Group Consolidation and Management Control, and between 2015-2020 as Chief Financial Officer Europe for the Intelligent Exterior Systems Division.

 

Nathalie Delbreuve is to be considered as independent in relation to the company and company management and independent in relation to major shareholders. Nathalie holds 0 shares / other financial instruments in Beijer Ref.

 

Resolution on amendment of the Articles of Association (item 9)

The Board of Directors proposes that the EGM resolves to amend the company’s Articles of Association, in accordance with below. The purpose of the amendment is to adjust the limits for the share capital and the number of shares, so that it is in line with the issue authorization for the board as resolved by the annual general meeting in 2022 and to adjust so that the limits for the minimum and maximum number of shares correspond to the minimum and maximum share capital.

Current wording

Proposed wording

§ 4

The Company’s share capital shall be not less than one hundred million kronor (SEK 100,000,000) and not more than four hundred million kronor (SEK 400,000,000).

§ 4

The Company’s share capital shall be not less than SEK 250,000,000 and not more than SEK 500,000,000.

§ 5

The number of shares shall be not less than 103,000,000 and not more than 412,000,000.

 

§ 5

The number of shares shall be not less than 250,000,000 and not more than 500,000,000.

 

§ 6 subparagraph 2

Of the share capital, not more than SEK 400,000,000 nominal can consist of series A shares and not more than SEK 400,000,000 nominal of series B shares.

 

§ 6 subparagraph 2

Of the share capital, not more than SEK 500,000,000 nominal can consist of series A shares and not more than SEK 500,000,000 nominal of series B shares.

 

The Board of Directors, or anyone appointed by the Board of Directors, shall be authorised to make such minor adjustments of the resolution 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.

 

Resolution on authorisation for the Board to resolve on a new share issue (item 10)

The Board of Directors proposes that the General Meeting 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.

 

The Board of Directors, or anyone appointed by the Board of Directors, shall be authorised to make such minor adjustments of the resolution 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. AVAILABLE DOCUMENTS ETC

 

Proxy forms and postal voting form are available at the company’s website, www.beijerref.com/extraordinarymeeting2022. Other documents to be held available according to the Swedish Companies Act, will be available on the company’s website as from 20 October 2022, at the latest, and be distributed to shareholders who so request and state their postal address.

 

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 633,909,510 votes, of which 27,956,160 are shares of Series A, representing 279,561,600 votes, and 354,347,910 are shares of series B, representing an equal amount of votes, of which 1,835,090 B shares are held by the company.

 

 

E. PROCESSING OF PERSONAL DATA

 

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.  

 

 

 

_________________________

 

Malmö, October 2022

The Board of Directors

Beijer Ref AB (publ)

 

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October 31, 2024 8:30 AM
 - 
Regulatory
Non-regulatory
Change in the number of shares and votes in Beijer Ref
10/31/2024 8:30
October 16, 2024 1:00 PM
 - 
Regulatory
Non-regulatory
Nomination Committee appointed for Beijer Ref AB:s Annual General Meeting 2025
10/16/2024 13:00
August 2, 2024 7:00 AM
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Regulatory
Non-regulatory
Beijer Ref acquires leading air conditioning company in Spain
8/2/2024 7:00
July 19, 2024 6:30 AM
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Regulatory
Non-regulatory
Record quarter with positive organic growth and strong profitability
7/19/2024 6:30
June 19, 2024 7:00 AM
 - 
Regulatory
Non-regulatory
Beijer Ref acquires leading HVAC distributor in Hungary
6/19/2024 7:00
June 18, 2024 6:30 AM
 - 
Regulatory
Non-regulatory
Exercise of Beijer Ref call options LTIP 2021/2024
6/18/2024 6:30
May 22, 2024 8:30 AM
 - 
Regulatory
Non-regulatory
Resolutions at the Extraordinary General Meeting in Beijer Ref on 22 May 2024
5/22/2024 8:30
April 23, 2024 2:35 PM
 - 
Regulatory
Non-regulatory
Resolutions at Beijer Ref’s Annual General Meeting 2024
4/23/2024 14:35
April 23, 2024 12:55 PM
 - 
Regulatory
Non-regulatory
Notice to the Extraordinary General Meeting in Beijer Ref AB (publ)
4/23/2024 12:55
April 22, 2024 6:30 AM
 - 
Regulatory
Non-regulatory
Beijer Ref acquires Young Supply in North America with a strong position in commercial refrigeration
4/22/2024 6:30
October 24, 2024
 - 
Interim Report
Stable quarter with good profitability
10/24/2024
July 19, 2024
 - 
Interim Report
Record quarter with positive organic growth and strong profitability
7/19/2024
April 23, 2024
 - 
Interim Report
Solid start to the year with good profitability and positive cash flow
4/23/2024
January 31, 2024
 - 
Interim Report
Beijer Ref Q4 2023
1/31/2024
October 24, 2023
 - 
Interim Report
Beijer Ref Q3 2023
10/24/2023
July 20, 2023
 - 
Interim Report
Beijer Ref Q2 2023
7/20/2023
April 25, 2023
 - 
Interim Report
Beijer Ref Q1 2023
4/25/2023
January 31, 2023
 - 
Interim Report
Beijer Ref Q4 2022
1/31/2023
October 20, 2022
 - 
Interim Report
Beijer Ref Q3 2022
10/20/2022
July 15, 2022
 - 
Interim Report
Beijer Ref Q2 2022
7/15/2022
April 21, 2022
 - 
Interim Report
Beijer Ref Q1 2022
4/21/2022
January 27, 2022
 - 
Interim Report
Beijer Ref Q4-2021
1/27/2022
October 19, 2021
 - 
Interim Report
Beijer Ref AB Q3-2021
10/19/2021
July 15, 2021
 - 
Interim Report
BEIJER REF Q2 2021
7/15/2021
April 22, 2021
 - 
Interim Report
Beijer Ref Q1 2021
4/22/2021
January 28, 2021
 - 
Interim Report
Beijer Ref AB Q4-2020
1/28/2021
October 20, 2020
 - 
Interim Report
Beijer Ref Q3 2020
10/20/2020
July 15, 2020
 - 
Interim Report
Beijer Ref Q2 2020
7/15/2020
April 21, 2020
 - 
Interim Report
Beijer Ref AB Q1-2020
4/21/2020
January 30, 2020
 - 
Interim Report
Beijer Ref AB Q4-2019
1/30/2020
October 22, 2019
 - 
Interim Report
Beijer Ref AB Q3-2019
10/22/2019
July 12, 2019
 - 
Interim Report
Beijer Ref AB Q2-2019
7/12/2019
April 16, 2019
 - 
Interim Report
Beijer Ref AB Q1-2019
4/16/2019
January 30, 2019
 - 
Interim Report
Beijer Ref AB Q4-2018
1/30/2019
October 22, 2018
 - 
Interim Report
Beijer Ref AB Q3-2018
10/22/2018
July 13, 2018
 - 
Interim Report
Beijer Ref AB Q2-2018
7/13/2018
April 23, 2018
 - 
Interim Report
Beijer Ref AB Q1-2018
4/23/2018
January 31, 2018
 - 
Interim Report
Beijer Ref Q4 2017
1/31/2018
October 20, 2017
 - 
Interim Report
Beijer Ref Q3 2017
10/20/2017
July 14, 2017
 - 
Interim Report
Beijer Ref Q2 2017
7/14/2017
April 24, 2017
 - 
Interim Report
Beijer Ref Q1 2017
4/24/2017
February 16, 2017
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Interim Report
Beijer Ref Q4 2016
2/16/2017
October 19, 2016
 - 
Interim Report
Beijer Ref Q3 2016
10/19/2016
July 15, 2016
 - 
Interim Report
Beijer Ref Q2 2016
7/15/2016
April 20, 2016
 - 
Interim Report
Beijer Ref Q1 2016
4/20/2016
February 10, 2016
 - 
Interim Report
Beijer Ref Q4 2015
2/10/2016
October 22, 2015
 - 
Interim Report
Beijer Ref Q3 2015
10/22/2015
July 17, 2015
 - 
Interim Report
Beijer Ref Q2 2015
7/17/2015
April 23, 2015
 - 
Interim Report
Beijer Ref Q1 2015
4/23/2015
February 10, 2015
 - 
Interim Report
Beijer Ref AB
2/10/2015
October 22, 2014
 - 
Interim Report
Beijer Ref AB Q3 2014
10/22/2014
July 18, 2014
 - 
Interim Report
Beijer Ref AB Q2 2014
7/18/2014
April 23, 2014
 - 
Interim Report
G & L Beijer (under a change of name to Beijer Ref) Quarter 1, 2014
4/23/2014
February 6, 2014
 - 
Interim Report
G & L Beijer AB Year-End Report 2013
2/6/2014
October 18, 2013
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Interim Report
G & L Beijer Nine-Month Report 2013
10/18/2013
July 17, 2013
 - 
Interim Report
G & L Beijer AB Six-Month Report 2013
7/17/2013
April 25, 2013
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Interim Report
G & L Beijer AB Three-Month Report 2013
4/25/2013
February 8, 2013
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Interim Report
G & L Beijer AB Year-End Report 2012
2/8/2013
October 19, 2012
 - 
Interim Report
G & L Beijer AB Nine-Month Report 2012
10/19/2012
July 17, 2012
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Interim Report
G & L Beijer Six-Month Report 2012
7/17/2012
April 25, 2012
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Interim Report
G & L Beijer AB Three-Month Report 2012
4/25/2012
February 9, 2012
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Interim Report
G & L Beijer Q4 2011
2/9/2012
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Interim Report
G & L Beijer AB Nine-Month Report January – September 2011
10/21/2011
July 18, 2011
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Interim Report
G & L Beijer AB Six-Month Report January – June 2011
7/18/2011
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Interim Report
G & L Beijer AB Three-Month Report January – March 2011
5/4/2011
February 10, 2011
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Interim Report
Year-End Report January – December 2010
2/10/2011
October 21, 2010
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Interim Report
Nine-Month Report January – September 2010
10/21/2010
July 16, 2010
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Interim Report
Six-Month Report January – June 2010
7/16/2010
April 27, 2010
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Interim Report
Three-Month Report January – March 2010
4/27/2010
February 10, 2010
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Interim Report
G & L BEIJER AB YEAR-END REPORT JANUARY – DECEMBER 2009
2/10/2010
October 21, 2009
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Interim Report
G & L BEIJER AB NINE-MONTH REPORT JANUARY – SEPTEMBER 2009
10/21/2009
July 17, 2009
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Interim Report
G & L BEIJER AB SIX-MONTH REPORT JANUARY – JUNE 2009
7/17/2009
April 23, 2009
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Interim Report
G & L BEIJER AB THREE-MONTH REPORT JANUARY – MARCH 2009
4/23/2009
February 10, 2009
 - 
Interim Report
G & L BEIJER AB YEAR-END REPORT JANUARY – DECEMBER 2008
2/10/2009
March 28, 2024
 - 
Annual Report
Beijer Ref’s annual report and sustainability report 2023
3/28/2024
April 4, 2023
 - 
Annual Report
Annual report and sustainability report 2022
4/4/2023
March 17, 2022
 - 
Annual Report
Annual report and Sustainability report 2021
3/17/2022
March 25, 2021
 - 
Annual Report
Annual report 2020
3/25/2021
March 26, 2020
 - 
Annual Report
Annual report 2019
3/26/2020
March 20, 2019
 - 
Annual Report
Annual report 2018
3/20/2019
March 15, 2018
 - 
Annual Report
Annual report 2017
3/15/2018
March 14, 2017
 - 
Annual Report
Annual report 2016
3/14/2017
March 19, 2015
 - 
Annual Report
Annual report 2014
3/19/2015
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