BE Group’s Annual General Meeting 2015

BE Group’s Annual General Meeting 2015 was held today, Thursday 7 May, at the
company’s head office in Malmö. The following principal resolutions were passed.

Election of Board of Directors and Auditor
Roger Bergqvist, Charlotte Hansson, Lars Olof Nilsson, Petter Stillström and
Jörgen Zahlin were re-elected as Board members. Petter Stillström was also
elected as new Chairman of the Board. Anders Ullberg had declined re-election.
The accounting company Öhrlings PricewaterhouseCoopers AB was elected as new
Auditor.

Fees
It was resolved that the fees to the Board of Directors shall amount to a total
of SEK 1,260,000, whereof unchanged, 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 411,205,786 in total, after
the loss for the year of SEK 130,521,442, should be carried forward. The AGM
further resolved that no dividend should be paid for the 2014 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 2014. 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, fixed salary during the notice period
shall not exceed 12 months’ fixed salary.

Amendment of the articles of association, reduction of the registered share
capital and approval of the Board of Directors’ resolution on a new share issue
The AGM further resolved to approve the resolution by the Board of Directors on
a new share issue with preferential right for the existing shareholders.
According to the terms and conditions of the rights issue, two existing shares
held on the record date for participation in the new share issue on 13 May 2015
shall entitle to subscription for five new shares. The subscription period runs
from and including 21 May to and including 4 June 2015. A maximum of 185,474,367
new shares are issued which, at full subscription, will result in a share
capital increase of SEK 185,474,367. The subscription price is SEK 1.40 per
share which, if fully subscribed, corresponds to total rights issue proceeds of
MSEK 259.6 before transaction costs.

Additional information on the new share issue will be included in the prospectus
expected to be published around 13 May 2015.

In order to enable the rights issue on the terms and conditions determined by
the Board of Directors the AGM also resolved, simultaneously with the rights
issue resolution, on amendments of the limits in the articles of association for
the minimum and maximum share capital and the minimum and maximum number of
shares, respectively, and on a reduction of the registered share capital.

The AGM’s resolution to approve the Board of Directors’ resolution to issue new
shares was approved by more than a two-third majority disregarding AB Tractions’
shares in the Company. In accordance with a ruling from the Swedish Securities
Council (Sw. Aktiemarknadsnämnden), AB Traction is thereby granted exemption
from the potential mandatory bid obligation that could arise for AB Traction in
connection with subscription of shares under its underwriting guarantee.

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 2016,
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 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.

For further information, please contact:
Andreas Karlsson, CFO
tel.: +46 (0)709 482 233  e-mail: andreas.karlsson@begroup.com

BE Group, listed on the Nasdaq 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 2014, the Group reported sales of
SEK 4.2 Bn. BE Group has approximately 750 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