BE Group - Notice of Extraordinary General Meeting

| Source: BE Group AB
Shareholders in BE Group AB (publ) are hereby invited to attend the
Extraordinary General Meeting to be held at 5.00 p.m. on Tuesday 11 February
2014, at the company’s head office, Spadegatan 1 in Malmö.

Right to attend
Shareholders who wish to attend the Extraordinary General Meeting must:

  · be recorded in the share register kept by Euroclear Sweden AB on Wednesday 5
February 2014, and
  · notify the company of their intention to attend the Extraordinary General
Meeting no later than on Wednesday 5 February 2014, preferably before 12.00

In order to participate in the Meeting, shareholders with nominee-registered
shares should request to have the shares temporarily owner-registered with
Euroclear Sweden AB. Such registration must be effected by Wednesday 5 February
2014. Shareholders must, well in advance of this date, instruct their nominees
to carry out such registration.

Notice of attendance
Notice of attendance shall be made by telephone +46 40 38 42 00 or on the
company website, The notice of attendance shall state name,
personal identity number/corporate identity number, address, telephone number
and number of advisors. Shareholders represented by proxy must issue a power of
attorney for the proxy. A proxy form is available at the company and on the
company website. A representative of a legal person shall submit a copy of the
certificate of registration or similar papers of authorisation indicating
persons authorised to sign on behalf of the legal entity. In order to facilitate
the entrance to the Meeting, the original proxy and documents of authorisation
should be provided to the company at the address BE Group AB (publ), att. Annika
Ternström, Box 225, SE 201 22 Malmö, Sweden, on Monday 10 February 2014 at the

Proposal for agenda
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two person/s to approve the minutes
6. Determination of whether the Meeting has been duly convened
7. Approval of the resolution by the Board of Directors on a new share issue.
8. Closing of the Meeting

Approval of the resolution by the Board of Directors on a new share issue (item
The Board of Directors proposes that the Extraordinary General Meeting approves
the Board of Directors’ resolution of 19 January 2014 regarding a new share
issue on the following terms and conditions.

The Board of Directors, or whomever the Board of Directors may appoint among its
members, is authorized to resolve, on 11 February 2014 at the latest, on the
maximum amount by which the company’s share capital shall be increased, the
maximum number of shares to be issued (and thereby the number of existing shares
that shall entitle to subscription of a certain amount of new shares) and the
subscription price per each new share. The company’s shareholders shall have
preferential rights to subscribe for the new shares in proportion to the shares
previously held. The record date for entitlement to participate in the new share
issue with preferential rights shall be 17 February 2014.

In the event that not all shares are subscribed for with preferential rights,
the Board of Directors shall resolve on the allotment of shares subscribed for
without subscription rights up to the maximum amount of the new share issue. In
such case, such shares shall be allotted to those who have subscribed for shares
by the exercise of subscription rights and notified that they wish to subscribe
for additional shares, irrespective of whether they were shareholders on the
record date, pro rata in relation to the number of subscription rights each one
has exercised for subscription. Any remaining shares shall be allotted those who
have provided guarantees for the share issue, pro rata in relation to the
provided guarantee undertakings. In so far as allotment in accordance with the
above cannot be executed pro rata, allotment shall be made by drawing of lots.

Subscription for shares shall be carried out during the period as from 21
February 2014 up to and including 7 March 2014, or, as for guarantors, up to and
including 13 March 2014. The Board of Directors shall be entitled to extend the
subscription period. Subscription for shares by exercise of subscription rights
shall be made through simultaneous cash payment. Subscription without
subscription rights shall be made on separate subscription list and shares
allotted on such basis shall be paid in cash at the latest three (3) banking
days after a notice of allotment has been sent to the subscriber. The new shares
shall entitle to dividend as from the first record date for dividend to occur
after the registration of the new share issue with the Swedish Companies
Registration Office.

Subscription and guarantee undertakings
The rights issue is fully secured. The company’s largest shareholder, AB
Traction, the Chairman of the Board of Directors, Anders Ullberg, the company’s
President and CEO, Kimmo Väkiparta, and If Skadeförsäkring AB have undertaken to
exercise their preferential right in the new share issue, corresponding in total
to approximately 29.9 per cent* (so-called subscription undertakings). In
addition, a number of guarantors, among them AB Traction, Anders Ullberg, Kimmo
Väkiparta, Petter Stillström, CEO of AB Traction, and If Skadeförsäkring AB,
have guaranteed to subscribe for the remaining part of the new share issue (so
-called guarantee undertakings). The guarantee commission amounts to 4 per cent
of respective guarantors’ maximum guaranteed amount according to the guarantee

If the new share issue is not fully subscribed for, AB Traction will, due to
fulfilment of the subscription and guarantee undertaking, increase its share of
the capital and votes in the company. The maximum share of capital and votes
that AB Traction may reach will be published when the final terms of the new
share issue have been decided by the Board of Directors. The Swedish Securities
Council (Sw. Aktiemarknadsnämnden) has granted AB Traction an exemption from the
mandatory bid requirement in the event that AB Traction’s  share of votes in the
company, due to fulfilment of the subscription and guarantee undertaking, would
trigger a mandatory bid.

Voting majority
A condition for the Swedish Securities Council’s exemption from the mandatory
bid in respect of the guarantee undertaking is that the shareholders at the
Meeting approve the Board of Directors’ new share issue resolution with at least
two thirds majority of both the votes cast and the shares represented at the
Meeting, disregarding shares owned and represented by AB Traction.

Information at the Extraordinary General Meeting
The Board of Directors and the CEO shall at the Extraordinary General Meeting,
if any shareholder so requests and the Board believes that it can be done
without significant harm to the company, provide information regarding
circumstances that may affect the assessment of an item on the agenda and the
company’s relation to other companies within the group.

Available Documents
The Board of Directors’ full resolution under item 7 is available at the company
and on the company’s website and will be sent to shareholders
who request this. Copies will also be available at the Meeting.

Number of shares and votes in the company
At the time of this notice, the total number of shares and votes in the company
amounts to 50,000,000. The company’s holding of own shares amounts to 561,982
and such shares do not entitle to any voting right as long as the company is the
holder of the shares.

Malmö in January 2014
BE Group AB (publ)
The Board of Directors

* Exclusive of the company’s holding of own shares.

Please address any questions to:
Kimmo Väkiparta, President and CEO
tel.: +46 (0)705 972 342  e-mail:

Torbjörn Clementz, CFO and Executive Vice President
tel.: +46 (0)708 690 788  e-mail:

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 2012, the Group reported sales of
SEK 4.6 Bn. BE Group has more than 800 employees, with Sweden and Finland as its
largest markets. The head office is located in Malmö, Sweden. Read more about BE
Group at