Report from Annual General Meeting in Beijer Electronics AB (publ)
Beijer Electronics’ Annual General Meeting (AGM) for the financial year 2012 was held on April 23, 2013. The AGM approved the presented Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet. The Board members and Chief Executive Officer were discharged from liability.
The Meeting approved the Board of Directors’ proposal for an ordinary dividend of SEK 1.25 per share for the financial year 2012. April 26, 2013 was resolved as the record date for the dividend. The dividend is scheduled for disbursement from Euroclear Sweden AB on May 2, 2013.
In his address to the Meeting, Beijer Electronics’ CEO presented operations for 2012 and progress in the first quarter of 2013. The CEO reported that global economic growth was lower than most commentators had expected. This affected Beijer Electronics’ results of operations, with lower sales and lower profit in 2012. The market stabilized late in the year and in early-2013, but substantial uncertainty regarding progress for the remainder of the current year persists.
The AGM also resolved:
- to elect Anders Ilstam as Chairman of the Meeting.
- that the Board of Directors shall consist of seven members without deputies.
- to re-elect Board members Bert Åke Eriksson, Ulrika Hagdahl, Maria Khorsand, Anders Ilstam and Fredrik Jönsson, and to elect Board members Bo Elisson and Christer Öjdemark. The Meeting also resolved that Anders Ilstam would remain Chairman of the Board.
- that fees of SEK 500,000 would be paid to the Chairman of the Board and that fees of SEK 225,000 would be paid to each of the other Board members, apart from those that are employed by the company.
- that fees to Auditors would be paid according to approved account.
- that the rules for the Nomination Committee for the AGM shall apply until the Meeting resolves on changes to the rules, principally as follows: the Nomination Committee shall consist of five members, one representative of each of the four largest shareholders in terms of votes and the Chairman of the Board. The names of the four members and the shareholders they represent should be published by no later than six months prior to the AGM and based on the number of votes at August 31 of the year prior to the AGM. That member representing the largest shareholder shall appoint the Chairman of the Nomination Committee, who may not be a Board member.
Potential changes to the composition of the Nomination Committee should be published as soon as they have occurred.
- to adopt the following remuneration guidelines for senior managers. Senior managers mean the group management including the CEO.
Remuneration issues are considered by the Remuneration Committee and submitted to the Board of Directors for decision each year. Total remuneration includes basic salary and performance-related pay, consisting of a yearly and a long-term component. Pension and other customary benefits such as company cars are additional.
Basic salary, which is individually set and differentiated on the basis of individual responsibilities and performance, is determined on the basis of market principles and reviewed yearly.
The performance-related component is based on the achievement of predetermined goals. These goals relate to the company’s profit performance and other key change goals. For the CEO and other senior managers, the yearly performance-related component may be a maximum of six months’ salary, and the long-term performance-related component may be a maximum of 20-40 per cent of basic salary.
The CEO’s pension is defined contribution and becomes due at age 65. Each year, 35 per cent of the CEO’s cash salary is provisioned to this policy. Defined contribution pension agreements on market terms are in place for other senior managers.
If the CEO’s employment is terminated by Beijer Electronics, the CEO has an 18-month notice period. No other remuneration upon termination has been agreed. If other senior managers’ employment is terminated by the company, a notice period of a maximum of 12 months has been agreed, for all senior managers apart from one, who has a six-month notice period and nine months’ severance pay.
The Board of Directors is entitled to depart from the guidelines resolved by the AGM if there are special circumstances in an individual case.
- to authorize the Board of Directors to decide to increase the company’s share capital by a maximum of SEK 631,000 through the new issue of a maximum of 1,893,000 shares on one or more occasions prior to the next AGM. This resolution means that the Board of Directors would be authorized to decide on the new share issue with stipulations on issue in kind, set-off or subject to other terms stated in Chap. 13 § 5 para. 1 cl. 6p of the Swedish Companies Act, and waiving shareholders’ preferential rights. The Board of Directors will be entitled to stipulate other terms for the share issue, including issue price, which however, shall be based on market terms. This resolution also covered authorization for the company’s Chief Executive Officer to make such minor alterations to AGM resolutions that may be necessary in tandem with registering resolutions at the Swedish Companies Registration Office.
The Board of Directors
Beijer Electronics AB (publ)
Malmö, Sweden, April 23.
Beijer Electronics is a fast growing technology company with extensive experience of industrial automation and data communication. The company develops and markets competitive products and solutions that focus on the user. Since its start-up in 1981, Beijer Electronics has evolved into a multinational group present in 21 countries and sales of 1,367 MSEK 2012. The company is listed on the NASDAQ OMX Nordic Stockholm Small Cap list under the ticker BELE. www.beijerelectronics.se