MALMÖ, Sweden--(BUSINESS WIRE)--Regulatory News:
BE Group (STO:BEGR)
BE Group’s Annual General Meeting 2014 was held today, Friday 25 April, at the company’s head office in Malmö. The following resolutions were passed.
Election of Board of Directors and Auditor
Anders Ullberg, Roger Bergqvist, Lars Olof Nilsson, Petter Stillström and Jörgen Zahlin were re-elected as Board members. Anders Ullberg was also re-elected Chairman of the Board. Charlotte Hansson was elected as a new Board member. Marita Jaatinen had declined re-election. The accounting company KPMG AB was re-elected as Auditor.
It was resolved that the fees to the Board of Directors shall unchanged amount to a total of SEK 1,470,000, whereof SEK 420,000 to the Chairman of the Board and SEK 210,000 to each of the other Board members elected by the General Meeting. For work in the Audit Committee a total remuneration of SEK 150,000 (unchanged) shall be distributed, whereof SEK 70,000 to the Chairman and SEK 40,000 to each of the other Committee members, whereas for work in the Remuneration Committee no remuneration (unchanged) shall be distributed.
The AGM further resolved, provided that it is cost-neutral for BE Group and after a written agreement between BE Group and a Swedish limited liability company which is wholly-owned by a Board member, that the board fee may be invoiced by the company wholly-owned by the Board member. In such case, the invoiced fee shall be increased with an amount corresponding to social security payments pursuant to law and value added tax pursuant to law.
Appropriation of the company’s result
According to the proposal by the Board of Directors, the AGM resolved that the funds at the disposal of the parent company of SEK 438,749,095 in total, after the loss for the year of SEK -24,147,466, should be carried forward. The AGM further resolved that no dividend should be paid for the 2013 financial year.
Guidelines for remuneration to senior executives
The AGM approved the proposal of the Board regarding guidelines for remuneration to senior executives principally in accordance with the guidelines adopted at the AGM 2013. The guidelines principally entail that salaries and other terms of remuneration to the management shall be in accordance with the market and that variable remuneration may amount to a maximum of 50 per cent of the fixed remuneration. Upon notice by BE Group, an aggregated notice period and right to severance pay corresponding to a maximum of 18 months’ fixed salary shall apply.
Authorization for the Board of Directors to resolve on the transfer of the company’s own shares
The AGM resolved, in accordance with the proposal of the Board of Directors, to authorize the Board to decide, on one or several occasions up to the AGM 2015, on the transfer of the company’s own shares, for the purpose of enabling BE Group to finance minor company acquisitions. Transfer of shares may be made with deviation from the shareholders’ preferential right of maximum 538,381 shares, equivalent to the company's existing holding of own shares. Transfer of shares may take place as payment of whole or part of the purchase price at the acquisition of a company or business or part of a company or business, and the consideration shall be equal to the assessed market value of the share. On such transfer, payment may be made by assets contributed in kind or by set-off of a claim against BE Group. Transfer may also be made against cash payment by sale on NASDAQ OMX Stockholm, at a price within the price interval that may be registered at any given time, i.e. the interval between the highest purchase price and the lowest sales price at the time of transfer. The Board of Directors shall be entitled to determine the other terms and conditions of the transfer.
Additional information about BE Group can be found on the company website www.begroup.com.
BE Group, listed on the NASDAQ OMX Stockholm exchange, is a trading and service company in steel and other metals. BE Group provides various forms of service for steel, stainless steel and aluminium applications to customers primarily in the construction and engineering sectors. In 2013, the Group reported sales of SEK 4.0 Bn. BE Group has approximately 800 employees, with Sweden and Finland as its largest markets. The head office is located in Malmö, Sweden. Read more about BE Group at www.begroup.com
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