BE Group’s Annual General Meeting 2016


BE Group’s Annual General Meeting 2016 was held today, Thursday 28 April, at the
company’s head office in Malmö. The following principal resolutions were passed.

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

Fees It was resolved that the fees to the Board of Directors shall amount to a
total of SEK 1,470,000, 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, the fees shall amount to SEK 70,000
(unchanged) to the Chairman and SEK 40,000 (unchanged) to each of the other
Committee members, whereas for work in the Remuneration Committee no
remuneration (unchanged) shall be paid.

Appropriation of the company’s result In accordance with the proposal by the
Board of Directors, the AGM resolved that the funds at the disposal of the
parent company of SEK 323,530,818 in total, should be carried forward and that
no dividend should be paid for the 2015 financial year.

Guidelines for remuneration to senior executives The AGM approved the proposal
of the Board regarding guidelines for remuneration to senior executives that
corresponds to the guidelines adopted at the AGM 2015. 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 percent 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 and reverse share split of the
company’s shares The AGM resolved, in accordance with the proposal of the Board
of Directors, on a reverse share split of the company’s shares, whereby 20
existing shares shall be consolidated into one new share (reverse share split
1:20). The Board of Directors was authorized to determine the record date for
the reverse share split. The record date may not occur prior to the registration
of the reverse share split with the Swedish Companies Registration Office. The
reverse share split is expected to occur during the latter part of May 2016.

In order to enable the reverse share split, the AGM further resolved on an
adjustment of the limits for the number of shares in the articles of
association, where after the number of shares amounts to a minimum of 10,000,000
shares and a maximum of 40,000,000 shares.

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 2017, 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, which corresponds to 26,919 shares following the
reverse share split, 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)709-48 22 33 e-mail:
andreas.karlsson@begroup.com

BE Group, listed on the Nasdaq Stockholm exchange, is a trading and service
company in steel, stainless steel and aluminium. BE Group offers efficient
distribution and value-adding production services to customers primarily in the
construction and engineering sectors. In 2015, the Group reported sales of SEK
4.2 billion. BE Group has about 770 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.

Attachments

04287730.pdf