Annual general meeting in G & L Beijer AB (publ)


Annual general meeting in G & L Beijer AB (publ)

The shareholders in G & L Beijer AB (publ), corporate identity number
556040-8113, are hereby invited to attend the Annual General Meeting to be held
at 3 p.m. on Wednesday 28 April 2010, in Börshuset, Skeppsbron 2, Malmö, Sweden.
Registration for the Annual General Meeting will start at 2 p.m.

A. Right to participate in the meeting 
Shareholders who wish to participate in the Annual General Meeting must

(i) be entered in the Register of Shareholders maintained by Euroclear Sweden AB
(formerly VPC AB) no later than Thursday 22 April 2010, and 

(ii) notify the company of their intention to attend no later than by noon on
Thursday 22 April 2010 by ordinary mail to: G & L Beijer AB (publ), Attn: Linda
Prahl, Norra Vallgatan 70, SE-211 22 Malmö, Sweden; or by telephone +46 40-35 89
00; or by fax +46 40-23 51 65, marked Annual General Meeting; or by e-mail to
linda.prahl@gl.beijer.se or through the company's website www.beijers.com. When
notifying the company of their intention to attend, shareholders must state
their name, personal identity number/corporate identity number, address and
telephone number. Proxy forms are held available on the company's website
www.beijers.com and will be sent to shareholders who contact the company and
state their address. Proxy and representative of a legal entity must submit
documents of authorisation prior to the Meeting. 
To be entitled to participate in the Meeting, shareholders whose shares are
nominee-registered 
through the trust department in a bank or another trustee must re-register their
shares temporarily in their own name with Euroclear Sweden AB. Such registration
must be made no later than Thursday 22 April 2010, and the trustee should,
therefore, be notified well in advance of the aforementioned date. 

B. Items at the meeting
Proposal for agenda
1. Election of the Chairman of the Meeting
2. Drawing up and approval of the voting list 
3. Approval of the Agenda
4. Election of two persons to attest the Minutes
5. Review of the procedures to establish if the Annual Meeting has been duly
convened 
6. Report of the Managing Director
7. Presentation of the annual accounts and audit report of the parent company
and the Group 
8. Resolution regarding:
a) adoption of the profit and loss account and balance sheet as well as of the
consolidated income statement and consolidated balance sheet 
b) distribution of the company's profit or loss in accordance with the adopted
balance sheet 
c) discharge from liability of the Members of the Board of Directors and the
Managing Director 
9. Establishment of the number of Board Members and Deputy Board Members
10. Establishment of the remuneration of the Board Members elected by the Annual
Meeting 
11. Establishment of the remuneration to the Auditors
12. Election of:
a) Board Members, Deputy Board Members and Chairman of the Board of Directors
b) Auditor
13. Resolution regarding the Election Committee
14. Resolution regarding guidelines for the remuneration of senior executives 
15. Resolution regarding amendment of the Articles of Association 
16. Closing of the Meeting

Item 8 b) - Dividend 
The Board of Directors proposes a dividend of SEK 6.50 per share for the
financial year of 2009 and 3 May 2010 as the record day. If the Annual General
Meeting passes a resolution in accordance with the proposal, it is expected that
the dividend will be distributed by Euroclear Sweden AB on 6 May 2010 to those
who are recorded in the Register of Shareholders maintained by Euroclear Sweden
AB on the record day. 

Items 1, 9-13 - Resolutions regarding election of the Board of Directors etc. 
Peter Jessen Jürgensen, Chairman of the Board of Directors, Peter Rönström
(Lannebo Fonder), also Chairman of the Election Committee, Philippe Delpech
(Carrieri) and Erik Sjöström (Skandia Liv) have participated in the Election
Committee. The Election Committee has submitted the proposals listed below.
Shareholders who together represent approximately 77 % per cent of the total
number of votes in the company and approximately 65 % per cent of the share
capital have stated that they will support the proposal.
 
Item 1: Attorney-at-law Johan Sigeman, shall be appointed as Chairman of the
Annual General Meeting. 

Item 9: Seven Board Members and no Deputy Board Members. 

Item 10: A total remuneration of SEK 985.000 for the Board of Directors to be
distributed as follows: the Chairman shall receive SEK 340,000 and the Board
Members who are not employed by the company or by the Carrier Group shall
receive SEK 215,000 each.
 
Item 11: Remuneration to the Auditors shall be paid in accordance with the
submitted quotation.
 
Item 12a: Re-election of Peter Jessen Jürgensen, Anne-Marie Pålsson, Bernt
Ingman, Joen Magnusson, Philippe Delpech and William Striebe and new election of
Harald Link. It is proposed that Peter Jessen Jürgensen shall be appointed
Chairman of the Board. Poul Friis has declined re-election.

Harald Link (born 1955), MBA, is Managing Partner of B. Grimm & Co. R.O.P.,
Bangkok, Thailand, in which Group he has had senior positions for more than 30
years. Harald Link is also Chairman of the Board in inter alia Amata Power Ltd,
B. Grimm Energy Corporation and Carrier (Thailand) Ltd, vice Chairman of the
Board in Siemens Ltd and Board Member in inter alia Carl Zeiss Ltd, Merck Ltd
and Siam City Cement Public Co. Ltd.

Item 12b: Election of the registered audit company PricewaterhouseCoopers for
the term until the end of the Annual General Meeting to be held during the third
financial year after the election, i.e. year 2012, with the Authorised Public
Accountant Mikael Eriksson as principal accountant until further notice.

Item 13: The company shall have an Election Committee consisting of one
representative of each of the company's three largest shareholders together with
the Chairman of the Board of Directors. The conditions on the last bank date in
August 2010 shall determine who are the largest owners, for the purpose of
deciding the composition of the Election Committee. If any of the three largest
shareholders refrains from appointing a Member, the right shall be passed on to
the owner who is next in size. The names of the Members, including the Chairman,
and the shareholders who have appointed them shall be announced as soon as
possible and not later than six months prior to the Annual General Meeting of
2011. Further, the following shall apply:  

• The Members of the Election Committee shall appoint the Chairman of the
Election Committee who must not be a Board Member. 
• No remuneration shall be paid for the work in the Election Committee. 
• A shareholder who has appointed a Member of the Election Committee may remove
the Member and appoint a new Member and, when required, replace a Member who has
left the Election 
Committee before the task has been completed. If a Member no longer represents
one of the three largest owners, such a Member can resign, if the Election
Committee finds it appropriate, and a new Member can be appointed by the owner
who has by then become the third largest owner.  
• Changes in the composition of the Election Committee, if any, shall be
announced in public as soon as they have been made. 
• The Election Committee shall work out proposals to be placed before the Annual
General Meeting of 2011 for resolutions on the following matters: (a) Chairman
of the Annual General Meeting, (b) Board of Directors, (c) Chairman of the
Board, (d) Directors'remuneration, (e) Auditor's remuneration and (f) rules for
the appointment of the Election Committee ahead of the Annual General Meeting of
2012.   
 

Item 14 - Resolution regarding guidelines for the remuneration of senior
executives  

The Board of Directors proposes that the Annual General Meeting adopts
guidelines for remuneration and other terms of employment for senior executives
as follows. For this purpose, senior executive is defined as the Managing
Director, the Chief Financial Officer and the Head of Beijer Ref.

The remuneration shall consist of a fixed salary, a variable salary, a pension
and other remuneration such as a company car. The total remuneration shall be on
market terms and support the interest of the shareholders by enabling the
company to attract and retain senior executives.  

The fixed salary is renegotiated annually and takes into account the area of
responsibility, 
competence, performance and experience of the individual. The variable part of
the salary is based on qualitative and quantitative target fulfilment. The
individual will receive a maximum amount equivalent to one months' salary. On
the maximum outcome, the cost for the variable portion of the salary is
estimated to amount to approximately SEK 1,000.000, in total. 

The Executive Management's pension scheme is contribution-based. An amount
equivalent to 26 
per cent of the gross salary, including variable salary, is appropriated
annually for the Managing 
Director, and to an amount of up to 24 per cent of the gross salary, including
variable salary, for the other Members of the Executive Management. 

Severance pay of not more than 24 months' salary will be paid to the Managing
Director. Severance pay to the other Members of the Executive Management varies
and amounts to no more than 24 months' salary including salary upon notice. The
Executive Management has a notice of termination of six months. Notice of
termination by the Managing Director or other senior executives does not trigger
any severance pay.

The Board of Directors prepares matters of remuneration and other terms of
employment for the 
Executive Management and the Board of Directors as a whole constitutes the
Remuneration 
Committee. The Managing Director does not participate in the work. 

The Board of Directors may abandon these guidelines if there are specific
reasons for it in an 
individual case.


Item 15 - Resolution regarding amendment to the Articles of Association 

The Board of Directors proposes that Para 10, subpara one, of the Articles of
Association regarding the means of convening the General Meetings to be amended
as follows: Notice shall be made through an announcement in Post- och Inrikes
Tidningar and on the company's website. It shall be announced in Dagens Industri
that notice of a General Meeting has been made. 

In addition, the Board of Directors proposes that the resolution by the Annual
General Meeting 
regarding amendment to the Articles of Association shall be subject to an
amendment of the 
Companies Act's (SFS 2005:551) rules relating to the means of convening a
General Meeting having come into force, which means that the proposed wording of
Para 10, subpara one, of the Articles of Association is compatible with the
Companies' Act. 

The Annual Meeting's decision to pass a resolution in accordance with the Board
of Directors proposal will only be valid if it is supported by shareholders
representing at least two thirds of the votes cast and the shares represented at
the Annual General Meeting. 
 
C. Available documents
The financial statements, the Auditor's statement in accordance with Chapter 8,
Para 54 of the 
Companies Act, and the Board of Directors' complete proposal for resolutions in
accordance with the above, will be available at the company from 14 April 2010
and will be sent  to any shareholder who so requests and states their address. 

On the date of issue of this Notice, the total number of shares in the company
amounts to 1,653,120 series A shares and 19,585,995 series B shares and the
total number of votes to 36,117,195.
	
Malmö, March 2010
Board of Directors
G & L Beijer AB (publ)

For further information, please contact:
Joen Magnusson, Managing Director
Telephone: +46 40-35 89 00
Mobile: +46 709-26 50 91

Attachments

03292458.pdf