Pressrelease

Resolutions at Beijer Ref’s Annual General Meeting 2024

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.

Read the press release

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.

Please enter your country of residence
Next

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.
Next

The annual general meeting of Beijer Ref AB (publ) today made the following resolutions

Income statement and balance sheet as well as discharge from liability

The meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for 2023. The members of the board of directors and the CEO were discharged from liability for their administration of the company during the financial year 2023.

 

Dividend

In accordance with the board of directors’ proposal, the meeting resolved to pay a dividend of SEK 1.30 per share for the financial year 2023. The dividend shall be paid in two instalments, the first with SEK 0.65 per share with 25 April 2024 as record date and the second with SEK 0.65 per share with 25 October 2024 as record date. The dividend is expected to be distributed by Euroclear Sweden AB on 30 April 2024 and on 30 October 2024.

 

Remuneration report for 2023

The meeting approved the board of directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

 

Election of board of directors

The meeting resolved, in accordance with the Nomination Committee’s proposal, to re-elect the board members Per Bertland, Nathalie Delbreuve, Albert Gustafsson, Kerstin Lindvall, Joen Magnusson, Frida Norrbom Sams, William Striebe and Kate Swann, until the end of the next annual general meeting. Kate Swann was re-elected as chairperson of the board.

 

Board of directors’ fees

The meeting resolved, in accordance with the Nomination Committee’s proposal, on fees to the members of the board of directors, as well as fees for work in the Committees of the board of directors as follows:

 

-          SEK 925,000 to the chairperson of the board

-          SEK 450,000 to each board member

-          SEK 220,000 to the chairperson of the Audit Committee

-          SEK 140,000 each to the other members of the Audit Committee

-          SEK 110,000 to the chairperson of the Remuneration Committee

-          SEK 60,000 each to the other members of the Remuneration Committee

 

Auditor

The meeting resolved, in accordance with the Nomination Committee’s proposal, to re-elect the accounting firm Deloitte AB as auditor until the end of the next annual general meeting. The authorised auditor, Richard Peters, will continue as the auditor in charge. The fees to the auditor shall be paid according to approved invoice.

 

Resolution to authorise the board of directors to resolve on a new share issue

The meeting resolved in accordance with the board of directors’ proposal on authorisation for the board of directors to, on one or more occasions during the period up to the next annual general meeting, resolve to issue as many new shares as correspond to a maximum of 10 percent of the company’s total number of shares at the time of the resolution. The share issue may be with or without deviation from the shareholders’ preferential right, 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.

Instructions for the Nomination Committee

The meeting resolved, in accordance with the Nomination Committee’s proposal, on Instructions for the Nomination Committee.

 

LTI 2024

The meeting resolved, in accordance with the board of director’s proposal, to establish a long-term share-based incentive program LTI 2024. The program comprises a maximum of 550,000 B shares in Beijer Ref and is directed at the group management and approximately 140 additional key individuals within the Group. LTI 2024 is a performance-based incentive program with an element of personal financial investment. The performance targets used to assess the outcome of the program is growth in profit per share, which has a clear link to the long-term interests of the shareholders. The overall purpose of LTI 2024 is to strengthen the company’s growth by motivating and retaining personnel with key competence

 

In order to ensure Beijer Ref’s obligations in connection with LTI 2024 and any future incentive programs, the meeting resolved, in accordance with the board of director’s proposal, to authorise the board of directors to resolve on the repurchase of a maximum of 550,000 class B shares in the company and on the transfer of a maximum of 550,000 class B shares of Beijer Ref to the participants in LTI 2024.

 

Minutes with complete resolutions from the annual general meeting will be made available on the company’s website, www.beijerref.com no later than 7 May 2024.

For more information, please contact:
Joel Davidsson
CFO
Telephone +46 40-35 89 00
Email jdn@beijerref.com

Niklas Willstrand
Director of Global Communications

Telephone +46 40-35 89 00
Email nwd@beijerref.com

 

BEIJER REF AB is a technology-oriented 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 45 countries in Europe, North America, Africa and Asia and Oceania.

Website: www.beijerref.com

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
A correction of this pressrelease has been posted
Read  pressrelease

The annual general meeting of Beijer Ref AB (publ) today made the following resolutions

Income statement and balance sheet as well as discharge from liability

The meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for 2023. The members of the board of directors and the CEO were discharged from liability for their administration of the company during the financial year 2023.

 

Dividend

In accordance with the board of directors’ proposal, the meeting resolved to pay a dividend of SEK 1.30 per share for the financial year 2023. The dividend shall be paid in two instalments, the first with SEK 0.65 per share with 25 April 2024 as record date and the second with SEK 0.65 per share with 25 October 2024 as record date. The dividend is expected to be distributed by Euroclear Sweden AB on 30 April 2024 and on 30 October 2024.

 

Remuneration report for 2023

The meeting approved the board of directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

 

Election of board of directors

The meeting resolved, in accordance with the Nomination Committee’s proposal, to re-elect the board members Per Bertland, Nathalie Delbreuve, Albert Gustafsson, Kerstin Lindvall, Joen Magnusson, Frida Norrbom Sams, William Striebe and Kate Swann, until the end of the next annual general meeting. Kate Swann was re-elected as chairperson of the board.

 

Board of directors’ fees

The meeting resolved, in accordance with the Nomination Committee’s proposal, on fees to the members of the board of directors, as well as fees for work in the Committees of the board of directors as follows:

 

-          SEK 925,000 to the chairperson of the board

-          SEK 450,000 to each board member

-          SEK 220,000 to the chairperson of the Audit Committee

-          SEK 140,000 each to the other members of the Audit Committee

-          SEK 110,000 to the chairperson of the Remuneration Committee

-          SEK 60,000 each to the other members of the Remuneration Committee

 

Auditor

The meeting resolved, in accordance with the Nomination Committee’s proposal, to re-elect the accounting firm Deloitte AB as auditor until the end of the next annual general meeting. The authorised auditor, Richard Peters, will continue as the auditor in charge. The fees to the auditor shall be paid according to approved invoice.

 

Resolution to authorise the board of directors to resolve on a new share issue

The meeting resolved in accordance with the board of directors’ proposal on authorisation for the board of directors to, on one or more occasions during the period up to the next annual general meeting, resolve to issue as many new shares as correspond to a maximum of 10 percent of the company’s total number of shares at the time of the resolution. The share issue may be with or without deviation from the shareholders’ preferential right, 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.

Instructions for the Nomination Committee

The meeting resolved, in accordance with the Nomination Committee’s proposal, on Instructions for the Nomination Committee.

 

LTI 2024

The meeting resolved, in accordance with the board of director’s proposal, to establish a long-term share-based incentive program LTI 2024. The program comprises a maximum of 550,000 B shares in Beijer Ref and is directed at the group management and approximately 140 additional key individuals within the Group. LTI 2024 is a performance-based incentive program with an element of personal financial investment. The performance targets used to assess the outcome of the program is growth in profit per share, which has a clear link to the long-term interests of the shareholders. The overall purpose of LTI 2024 is to strengthen the company’s growth by motivating and retaining personnel with key competence

 

In order to ensure Beijer Ref’s obligations in connection with LTI 2024 and any future incentive programs, the meeting resolved, in accordance with the board of director’s proposal, to authorise the board of directors to resolve on the repurchase of a maximum of 550,000 class B shares in the company and on the transfer of a maximum of 550,000 class B shares of Beijer Ref to the participants in LTI 2024.

 

Minutes with complete resolutions from the annual general meeting will be made available on the company’s website, www.beijerref.com no later than 7 May 2024.

For more information, please contact:
Joel Davidsson
CFO
Telephone +46 40-35 89 00
Email jdn@beijerref.com

Niklas Willstrand
Director of Global Communications

Telephone +46 40-35 89 00
Email nwd@beijerref.com

 

BEIJER REF AB is a technology-oriented 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 45 countries in Europe, North America, Africa and Asia and Oceania.

Website: www.beijerref.com

More news

Sort