Beijer Electronics' Annual General Meeting (AGM) 2009 was held on Monday April 20, 2009. The AGM adopted the submitted Income Statement and Balance Sheet for 2008 and discharged the Board members and CEO from liability for the financial year 2008. In addition, the Meeting approved the Board of Directors' proposal of ordinary dividends of SEK 4.00 per share and that the record date for dividends would be April 23, 2009. The dividends are scheduled for disbursement from VPC (the Swedish Central Securities Depository & Clearing Organization) on April 28, 2009.
Chairman of the Board Anders Ilstam reviewed the Board of Directors' activities in the financial year 2008.
In his address to the Meeting, Beijer Electronics' CEO Fredrik Jönsson reviewed operations in 2008 and progress in the first quarter 2009. The CEO declared that 2008 was Beijer Electronics' best year so far in terms of sales and profits, and that the group is well prepared for more challenging times. In the first quarter of 2009, the economic crisis, with falling GDP in most countries, obviously also affected Beijer Electronics, but so far, the group has asserted itself well. Although certainly, sales in the first quarter fell, it was a moderate downturn. In profit terms, operating margins were also almost maintained.
Meanwhile the IDC business area, which is less cyclical, made positive progress, with higher sales and better profits, while Automation and HMI Products had a harder time. The CEO also indicated that Beijer Electronics will be building for its future, despite these harsher conditions. Product develop-ment in IDC and HMI Products are priority segments, and expenditure for development remained unchanged. Moreover, in times of crisis there are always openings, where attractive acquisition opportunities may reveal themselves. The CEO also advocated continued vigilance regarding progress. Order intake in the first quarter indicates the market remaining weak ahead, which means that the group remains very prepared to take further savings measures if necessary.
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The AGM also resolved:
· That the Board of Directors shall consist of seven members, without deputies. · That fees of SEK 400,000 would be payable to the Chairman of the Board, and that fees to each of the other Board members would be SEK 175,000, apart from those members that are employed by the company. · That fees to the Auditors would be payable pursuant to approved account. · To re-elect Stig-Arne Blom, Bert Åke Eriksson, Ulrika Hagdahl, Anders Ilstam, Fredrik Jönsson, Hans Linnarson and Joen Magnusson as Board members. · To re-elect Anders Ilstam as Chairman of the Board. · That the Nomination Committee shall have five members, one representative of each of the four largest shareholders at the time immediately before publication and the Chairman of the Board. The names of the four members and the shareholders that appointed them shall be published by no later than six months before the AGM 2010. That member representing the largest shareholder shall appoint the Chairman of the Nomination committee, who may not be a Board member. · That shareholders who have appointed members of the Nomination Committee may dismiss such member and appoint a new member. Potential changes to the composition of the Nomination Committee shall be published as soon as they occur. · That the Nomination Committee shall prepare proposals on the following matters to be submitted to the AGM 2010 for resolution: (a) Chairman of the Meeting, (b) Board of Directors, © Chairman of the Board, (d) Directors' fees, (e) fees for the company's Auditors and (f) rules for appointing the Nomination Committee for the AGM 2011. · That the Nomination Committee shall stand until a new Nomination Committee is appointed. · To adopt the Board of Directors' proposal on guidelines for remuneration to senior executives as follows. Senior executives mean the group management including the CEO. The proposal has been designed to enable Beijer Electronics to offer market remuneration that can attract and retained skilled staff in the company management in a global perspective. Remuneration matters are considered by the Remuneration Committee and submitted to the Board of Directors for decision yearly. Total remuneration includes basic salary and performance-related pay, consisting of an annual and a long-term component. Pension and other customary benefits such as company cars are additional. Basic salary, which is individual and differentiated on the basis of individual responsibility and performance, is set on market principles and reviewed yearly. The performance-related component is based on the satisfaction of predetermined goals. These goals relate to the company's profit performance and other important change goals. For the CEO and other senior executives, the yearly performance-related component may be a maximum of six months' salary, and the long-term performance-related component a maximum of 20-40% of basic yearly salary. The CEO's pension is defined contribution and is payable at age 65. Each year, 35% of the CEO's cash salary is provisioned to this policy. Defined-contribution pension agreements on market terms are in place for other senior executives. If Beijer Electronics initiates termination of the CEO's employment, the CEO has a notice period of 12 months. There is no agreement regarding any other remuneration on termination. Other senior executives have notice periods of 12 months. For termination not due to gross negligence, two of the executives are also entitled to severance pay of a maximum of nine months' salary. The Board of Directors is entitled to diverge from the guidelines adopted by the AGM if there are special circumstances in individual cases. · To authorize the Board of Directors to decide to increase the company's share capital by a maximum of SEK 622,000 through the new issue of a maximum of 622,000 shares on one or more occasions until the next AGM. This resolution means that the Board of Directors is authorized to decide on new issues with stipulations on issues in kind, set-off or other terms stated in chap. 13, §5 para. 1 cl. 6 of the Swedish Companies Act, and waiving shareholders' preferential rights. The Board of Directors shall be entitled to stipulate other conditions for such issue, including the issue price, although this shall be based on market terms. The purpose of this authorization is for the company to be able to ensure proceeds for purchase prices related to acquisitions of other companies, parts of companies or other assets the Board of Directors judges to be of value to the company's operations. Full utilization of this authorization would correspond to dilution of some 10% of the share capital and votes. · To amend the Articles of Association in accordance with the Board of Directors' proposal, which means that § 8 para. 1 of the Articles of Association regarding the manner of convening shareholders' meetings was amended as follows: "Notices convening the meeting will be effected by making an announcement in the Swedish Official Gazette and on the company's website. Notification that the notice has been issued will be announced in Swedish daily business newspaper Dagens Industri." The AGM's resolution on amending the Articles of Association is conditional on an amendment to the stipulations of the Swedish Companies Act (SFS 2005:551) regarding the manner for convening shareholders' meetings coming into effect, which means that the proposed wording of § 8 para. 1 above is consistent with the Swedish Companies Act.
Other
The Board of Directors, Beijer Electronics AB (publ)
Malmö, Sweden, April 20, 2009.
The AGM on April 21, 2008 elected Authorized Public Accountants Mikael Eriksson and Sofia Götmar-Blomstedt, both practicing at Öhrlings PricewaterhouseCoopers in Malmö, for the period until the end of that AGM held in the fourth financial year after electing the Auditors, i.e. 2012.