The shareholders of BEWi Group AB (publ), reg. no. 556972-1128 (the “Company”) are hereby convened to the annual general meeting on Monday 11 June 2018, at 2 pm, at the Company’s Head Office, Evenemangsgatan 31, 169 79 Solna, Sweden.
Shareholders who wish to attend the general meeting must, to have the right to participate at the general meeting, on the date of the general meeting be registered in the share register kept by the board of directors.
Shareholders are asked to notify the Company of his/her intention to attend the general meeting, no later than on Tuesday 5 June 2018, by telephone +46 766 170 819 or email firstname.lastname@example.org. Such notification shall include the shareholder’s name, personal identification number or corporate registration number (or similar) and preferably address and daytime telephone number, number of shares, details on advisors, if any, and where applicable, details of representatives or proxies.
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration, or equivalent, must be attached. The power of attorney may not be valid for a period longer than one year from its issuance. The original power of attorney and certificate of registration should be submitted to the Company by post at the address mentioned above in due time prior to the general meeting. Proxy forms in Swedish and English are available for download on the Company’s website, www.bewi.com.
- Opening of the general meeting and election of chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Presentation of the annual report and auditor’s report and the group annual report and the group auditor’s report
- Resolutions in respect of:
- adoption of the profit- and loss statement and balance sheet and the group profit- and loss statement and group balance sheet;
- allocation of the Company’s profit in accordance with the adopted balance sheet;
- the discharge from liability of the directors of the board and the managing director;
- determination of the number of permanent members of the board and the number of auditors to be elected at the meeting;
- determination of directors’ and auditors’ fees;
- election of permanent members of the board and deputy members of the board; and
- election of auditors and deputy auditors.
- Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the general meeting
The board proposes that Carl Axel Morvay be appointed chairman of the meeting.
Item 7b) – Allocation of the Company’s profit according to the adopted balance sheet
The board proposes that the Company’s profit be allocated in accordance with the board’s proposal in the annual report, i.e. that the profit of SEK 239 490 336 shall be carried forward. The board proposes that no dividend should be paid for the fiscal year 2017.
Item 7d) – Election of the number of permanent members of the board and the number of auditors
The Company’s board of directors shall, according to the articles of association, consist of not fewer than three and not more than seven directors. The major shareholders of the Company propose that the board of directors shall be increased with one board member, and that the board of directors therefore shall consist of six board members and one deputy board member.
The Company shall, according to the articles of association, have one or two auditors. The major shareholders of the Company propose that the Company shall continue to have one auditor firm as auditor.
Item 7e) – Determination of remuneration to the board of directors and the auditor
It is proposed that the board fee up until the next annual shareholders’ meeting shall be paid with SEK 400,000 to Gunnar Syvertsen and with SEK 200,000 to each of Göran Vikström, Christina Schauman and Bernt Thoresen and that no fee shall be paid to the other members of the board of directors.
The major shareholders of the Company propose that the remuneration to the auditor shall be paid in accordance with an approved invoice.
Item 7f) – Election of permanent members of the board and deputy members of the board
The major shareholders of the Company propose that, for the period until the end of the next annual general meeting, the present board members Gunnar Syvertsen, Per Nordlander, Christina Schauman, Bernt Thoresen and Göran Vikström are re-elected as board members and Rune Kvilvang is re-elected as deputy board member. The major shareholders also propose that the general meeting resolves to elect Rune Marsdal as a new board member. It is further proposed that Gunnar Syvertsen is re-elected as chairman of the board.
Item 7g) – Election of auditor and deputy auditors
The major shareholders of the Company propose that the present auditor firm PricewaterhouseCoopers AB is re-elected with Magnus Lagerberg as auditor-in-charge.
The major shareholders of the Company propose that no deputy auditor should be elected.
Information at the General Meeting
The board of directors and the CEO shall, upon request by a shareholder and provided that the board deems that it is possible without causing material damage to the Company, provide information regarding circumstances that may have an effect on the assessment of an item on the agenda, circumstances that may have an effect on the assessment of the Company’s or a subsidiary’s financial situation, the group profit- and loss statement and the Company’s relationship with another group company.
Documents according to the Swedish Companies Act will be held available at the Company’s office with address Evenemangsgatan 31, SE-169 79 Solna, Sweden and the Company’s website www.bewi.com, not later than three weeks before the meeting, i.e. not later than 21 May 2018. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address. The documents will also be available and presented at the general meeting.
Solna 8 May 2018