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2021-07-21

Notice of Bergman & Beving’s Annual General Meeting on 31 August 2021

Press release

Notice of Bergman & Beving’s Annual General Meeting on 31 August 2021

Shareholders in Bergman & Beving AB (publ), Corporate Registration Number 556034–8590 (the “Company” or “Bergman & Beving”), are hereby given notice to attend the Annual General Meeting on 31 August 2021, at 4:00 p.m. CET at IVA Conference Centre, Grev Turegatan 16, Stockholm, Sweden. Registration for the Meeting will begin at 3:15 p.m. CET.

NOTICE OF PARTICIPATION

Shareholders who wish to participate in the proceedings of the Annual General Meeting must: 

  1. be recorded in the shareholders’ register maintained by Euroclear Sweden AB on the record date on 23 August 2021, and

  2. by 25 August 2021 the latest, file notice of their intention to participate via the link on the Company’s website, by post to Bergman & Beving Aktiebolag, “Annual General Meeting”, c/o Euroclear Sweden, P.O. Box 191, SE-101 23 Stockholm or by telephone at +46 8 402 90 66 (9:00 a.m. to 4:00 p.m. CET). In the notice, the shareholder must include information about the shareholders’ name, personal identity number (corporate registration number), address, telephone number (daytime), registered shareholding and the names of any assisting counsel (maximum of two). 

Personal data collected from the shareholders’ register kept by Euroclear Sweden AB, notification and attendance at the Meeting as well as information on deputies, representatives and assistants will be used for registration, preparation of the electoral register for the Meeting and, if applicable, minutes of the Meeting. Personal data is handled in accordance with the Data Protection Regulation (European Parliament and Council Regulation (EU) 2016/679). For complete information on how personal data is handled, see the Company’s privacy policy: https://www.bergmanbeving.com/site-services/integritetspolicy.

To exercise their voting rights at the Meeting, shareholders whose shares are registered in the name of a trustee must temporarily re-register their shares in their own names. Such re-registration must be completed not later than 25 August 2021. This means that shareholders must inform the trustee/bank well in advance of this date.

In the case of participation by proxy authorised by a power of attorney, an original copy of a written power of attorney signed and dated by the shareholder and other relevant authorisation documents are to be presented prior to the start of the Meeting. When notifying the Company of their participation, representatives of legal entities must also submit a certified copy of the entity’s certificate of incorporation or corresponding authorisation documents showing that they are authorised to represent the legal entity.

The Company will provide shareholders with a power of attorney form with voting instructions, which will be available from the Company’s head office or online at www.bergmanbeving.com not later than 9 August 2021.

INFORMATION ABOUT MEASURES TO PREVENT THE SPREAD OF THE COVID-19

As a precautionary measure to reduce the risk of spreading COVID-19 and based on recommendations from the authorities, Bergman & Beving offers shareholders the opportunity to use postal voting rather than attending in person. Bergman & Beving is following the recommendations of The Public Health Agency of Sweden and will provide updated information as needed.

POSTAL VOTING

The Board of Bergman & Beving has resolved that shareholders may exercise their voting rights at the Annual General Meeting by voting early through postal voting, in accordance with Section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

In addition to being entered in the Company’s shareholders’ register and having registered as a participant as specified above, shareholders who wish to exercise the postal voting option must use a specific form. This form is available at www.bergmanbeving.com.

The completed postal voting form needs to arrive at Bergman & Beving not later than 25 August 2021 at 5:00 p.m. CET. The form is to be sent by post to Bergman & Beving Aktiebolag, “Annual General Meeting”, c/o Euroclear Sweden, P.O. Box 191, SE-101 23 Stockholm or via e-mail to GeneralMeetingService@euroclear.com. Preferably, this form should be submitted with the shareholder’s registration for the Meeting. If the shareholder is a legal entity, a certificate of incorporation or other authorisation document must be submitted with the form. The same applies if the shareholder is voting early via a proxy. The shareholder may not include any specific instructions or terms on the early voting ballot. In this case, the vote is invalid. Further instructions and terms are given on the postal voting form. Shareholders who are natural persons can also submit their postal vote electronically using BankID for verification via https://anmalan.vpc.se/EuroclearProxy/

PROPOSED AGENDA 

  1. Opening of the Meeting.
  2. Election of the Chairman to preside over the Meeting.
  3. Compilation and approval of electoral register.
  4. Approval of the agenda proposed by the Board of Directors for the Meeting.
  5. Election of one or two persons to approve the minutes taken at the Meeting.
  6. Determination of whether or not the Meeting has been duly convened.
  7. Presentation of the Annual Report and the auditor’s report as well as the consolidated financial statements and the consolidated auditor’s report, and an account by the Company’s auditor.
  8. Address by the President & CEO.
  9. Resolutions
    a.  concerning the adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet,
    b.  concerning the appropriation of the Company’s profit or loss as shown in the balance sheet adopted by the Meeting,
    c.  concerning the discharge of the directors and the President & CEO from personal liability for their administration.
  10. Report on the work of the Election Committee.
  11. Determining the number of directors.
  12. Adoption of fees to the Board and auditors.
  13. Election of directors and Chairman of the Board.
  14. Election of auditor.
  15. Resolution on approval of remuneration report.
  16. Resolution on the issuance of call options on repurchased shares and the transfer of repurchased shares to executives (“2021 share-based incentive programme”).
  17. Resolution regarding the authorisation of the Board to decide on the acquisition and conveyance of treasury shares.
  18. Closing of the Meeting.

PROPOSAL BY THE ELECTION COMMITTEE FOR RESOLUTION ON ITEMS 2 AND 11–14 IN ACCORDANCE WITH THE ABOVE

On 5 February 2021, in accordance with the resolution passed by Bergman & Beving’s 2020 Annual General Meeting, an Election Committee was announced comprising the Chairman of the Board and representatives of the four largest shareholders/shareholder groups by vote. The Election Committee comprises Chairman of the Board Jörgen Wigh, Anders Börjesson (Chairman of the Committee), Henrik Hedelius, Johan Lannebo (representing Lannebo Fonder) and Caroline Sjösten (representing Swedbank Robur Fonder).

The Election Committee, whose members represent approximately 49 percent of the total number of votes, has announced that it will propose that the Annual General Meeting on 31 August 2021, in accordance with the items above, resolve on:

Item 2        Election of the Chairman to preside over the Meeting

The Election Committee proposes Chairman of the Board Jörgen Wigh to be elected Chairman of the 2021 Annual General Meeting.

Item 11        Determining the number of directors

The Election Committee proposes that the Board shall consist of six regular directors.

Item 12        Adoption of fees to the Board and auditors

The Election Committee proposes that the total directors’ fees of SEK 2,550,000 (preceding year: SEK 1,975,000) are to be allocated as follows:

Chairman of the Board: SEK 800,000 (preceding year: SEK 600,000).
Other members of the Board: SEK 350,000 per director (preceding year: SEK 275,000).

The following additional fees will be paid for committee work:

Compensation Committee: SEK 75,000 (preceding year: SEK 50,000) to each committee member (2 members).
Audit Committee: SEK 75,000 (preceding year: SEK 50,000) to the Chairman.

Provided that the necessary tax prerequisites for invoicing exist and that doing so would not entail a cost for Bergman & Beving, directors shall be offered the opportunity to invoice their directors’ fees through a Swedish wholly owned company or private business. If a director invoices his/her directors’ fee through a wholly owned company or private business, the fee is to be increased by an amount corresponding to the social security contributions and value added tax stipulated by law.

Auditors’ fees are, as in previous years, to be paid in return for approved invoices.

Item 13        Election of directors and Chairman of the Board

The Election Committee proposes re-election of directors Fredrik Börjesson, Charlotte Hansson, Henrik Hedelius, Malin Nordesjö and Jörgen Wigh and election of Niklas Stenberg as a new director.

The Election Committee proposes re-election of Jörgen Wigh as Chairman of the Board....

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