Annual General Meeting of Beijer Alma AB (publ)


The shareholders of Beijer Alma AB (publ) (556229-7480) are hereby invited to
attend the Annual General Meeting on Tuesday, April 5, 2016, at 6:00 p.m. in the
Main Hall (Stora Salen) of the Uppsala Concert and Conference Hall (Uppsala
Konsert & Kongress), Vaksala torg 1, Uppsala, Sweden.
Participation

Shareholders who wish to participate in the Meeting must:

  · be listed in Euroclear Sweden AB’s (Euroclear) shareholder register by
Wednesday, March 30 2016, and

  · notify the company of their intention to participate in writing, preferably
using the registration form enclosed in the year-end report, at Beijer Alma AB,
Box 1747, SE-751 47 Uppsala, Sweden, by telephone at +46 18 15 71 60, by e-mail
at info@beijeralma.se or on the company's website at www.beijeralma.se, not
later than Wednesday, March 30, 2016, preferably before 4:00 p.m. The
registration must include the shareholder's name, national identity number or
corporate registration number, number of shares, address, telephone number, e
-mail address and, where applicable, the name of any advisors (maximum of two)
or proxies.

Shareholders whose holdings are registered in the name of a nominee must
register the shares in their own name with Euroclear to be entitled to
participate in the Annual General Meeting. Such registration must be completed
not later than Wednesday, March 30, 2016, and should be requested well ahead of
this date.

Shareholders who are represented by proxy must prepare a written, dated power of
attorney for the proxy, signed by the shareholder. An original copy of a power
of attorney issued by a legal entity must be accompanied by an attested copy of
the registration certification or similar document not more than one year old. A
power of attorney template is available on the company’s website
www.beijeralma.se and can also be requested by telephone at +46 18 15 71 60. The
power of attorney and any authorization documents must be delivered to the
company at the above address not later than Wednesday, March 30, 2016.

The company’s Annual Report is expected to be delivered to the shareholders by
mail on or about March 23, 2016, and will be available on the company’s website
not later than March 16, 2016.

PROPOSED AGENDA

 1. Opening of the Annual General Meeting
 2. Election of Meeting Chairman
Nomination Committee’s motion: Anders Wall, Chairman of the Board
 3. Preparation and approval of the voting list
 4. Approval of the agenda
 5. Election of one or two minutes checkers
 6. Determination of whether the Meeting was duly convened
 7. Information from the President and questions concerning this information
 8. Presentation of the Annual Report for 2015 by the Board of Directors and the
President
 9. Audit Report for 2015
10. Resolution concerning the adoption of the Parent Company’s income statement
and balance sheet and the consolidated income statement and consolidated balance
sheet
Board’s motion: Income statements and balance sheets to be adopted
11. Resolution concerning the disposition of the profits at the disposal of the
Annual General Meeting
Board’s motion: See below
12. Approval of the record date for dividends proposed by the Board
Board’s motion: See below
13. Resolution concerning the discharge of the Board of Directors and the
President from personal liability for their administration for 2015
Audit Report contains recommendation of discharge of liability
14. Determination of the fees to be paid to the Board of Directors and auditors
Nomination Committee’s motion: See below
15. Determination of the number of directors and deputy directors
Nomination Committee’s motion: See below
16. Election of directors and deputy directors.
Nomination Committee’s motion: See below
17. Election of the auditors
Nomination Committee’s motion: See below
18. Nominating procedure and election of Nomination Committee
Nomination Committee’s motion: See below
19. Resolution concerning authorization of the Board to make decisions regarding
new share issues for corporate acquisitions
Board’s motion: See below
20. Determination of guidelines for remuneration to senior management
Board’s motion: See below
21. Motion from shareholder Thorwald Arvidsson regarding amendments to the
Articles of Association, the formation of a shareholders’ association, etc.
See below
22. Closing of the Meeting

DIVIDENDS AND RECORD DATE (ITEMS 11 AND 12 ABOVE)
The Board of Directors proposes that the Annual General Meeting approve a
dividend of SEK 9.50 per share (8.50). The proposed record date for the right to
receive dividends is Thursday, April 7, 2016. If the Annual General Meeting
votes in accordance with this motion, dividends are expected to be paid out
through Euroclear commencing Tuesday, April 12, 2016.

FEES (ITEM 14 ABOVE)
The Nomination Committee formed at the 2015 Annual General Meeting, representing
the largest shareholders, has announced its intention to submit the following
motion for approval with regard to this item:

With regard to directors’ fees, a fixed fee of SEK 300,000 (300,000) is proposed
for each of the regular members of the Board of Directors, except the Chairman
of the Board. A fixed director’s fee of SEK 900,000 (900,000) is proposed for
the Chairman of the Board. As in previous years, the Chairman of the Board will
continue to be called upon to perform duties other than those involving normal
Board work.

It is proposed that audit fees be paid in accordance with approved invoices.

BOARD OF DIRECTORS (ITEMS 15 AND 16 ABOVE)
The Nomination Committee has announced its intention to submit a motion to the
Annual General Meeting proposing that the Board of Directors comprise eight
regular members and no deputy members. The Nomination Committee will propose the
re-election of Carina Andersson, Marianne Brismar, Anders G. Carlberg, Peter
Nilsson, Caroline af Ugglas, Anders Ullberg, Anders Wall and Johan Wall as
regular Board members. For more information, visit www.beijeralma.se.

The Nomination Committee proposes that Anders Wall be elected Chairman of the
Board and Johan Wall be elected Deputy Chairman of the Board.

ELECTION OF THE AUDITORS (ITEM 17 ABOVE)
The Nomination Committee has announced its intention to submit a motion to the
Annual General Meeting proposing that the registered public accounting firm
Öhrlings PricewaterhouseCoopers AB be elected as the company’s auditor with a
mandate period of one year, meaning until the end of the 2017 Annual General
Meeting. If this motion is passed, Öhrlings PricewaterhouseCoopers intends to re
-appoint Authorized Public Accountant Leonard Daun as the company’s Chief
Auditor.

NOMINATING PROCEDURE AND ELECTION OF NOMINATION COMMITTEE (ITEM 18 ABOVE)
For the 2017 Annual General Meeting, the Nomination Committee proposes that the
Annual General Meeting resolve that the company apply a similar nominating
procedure to that applied in the preceding year and that the Annual General
Meeting appoint the members of the Nomination Committee. This motion means that
Anders Wall, in his capacity as principal owner and Chairman of the Board,
Director Johan Wall and three representatives of the next largest shareholders
appointed by the Annual General Meeting, who have expressed their willingness to
participate in the Nomination Committee, will comprise the Nomination Committee
and prepare motions regarding the Board of Directors, the Chairman of the Board,
directors’ fees, auditors, audit fees and the Chairman of the Annual General
Meeting. Accordingly, the Nomination Committee proposes that the Annual General
Meeting appoint Hans Ek (SEB Fonder), Mats Gustafsson (Lannebo Fonder) and
Henrik Didner (Didner & Gerge AB) to the Nomination Committee, in addition to
the individuals listed above

Should such action be deemed appropriate due to ownership changes, the
Nomination Committee is entitled to offer additional shareholders positions on
the Nomination Committee, although the total number of members may not exceed
six. The Chairman is to be the member who represents the largest shareholder.
Should a member of the Nomination Committee resign from the Committee before the
Committee’s work is completed, and the Nomination Committee deems such action
appropriate, the Nomination Committee may request that the same shareholder or,
if this shareholder is no longer among the largest shareholders, the next
largest shareholder appoints a replacement. Members of the Nomination Committee
will not receive a fee, but any expenses that arise during the nominating
procedure shall be paid by the company. The mandate period of the Nomination
Committee extends until a new Nomination Committee is appointed at the next
Annual General Meeting.

RESOLUTION CONCERNING ISSUE AUTHORIZATION (ITEM 19 ABOVE)
As in earlier years, the Board proposes that the Annual General Meeting
authorize the Board for the period until the next Annual General Meeting, in
deviation from the shareholders’ preferential rights, to make decisions
concerning the issue of not more than 3,000,000 new Class B shares or of
convertible debentures carrying the right to not more than 3,000,000 new Class B
shares upon exchange. The Board will also be entitled to make decisions in cases
when contributions may be made with assets other than money (non-cash issue),
with the right to offset debt or according to other terms.

The share capital may not be increased by more than a total of MSEK 12.5. The
authorization pertains only to corporate acquisitions, which is the reason for
the deviation from the shareholders’ preferential rights.

DETERMINATION OF GUIDELINES FOR REMUNERATION TO SENIOR MANAGEMENT (ITEM 20
ABOVE)
The Board has prepared a motion concerning guidelines for determining
remuneration and other employment terms for senior executives. These comprise
the Group’s senior management, including the President, the presidents of the
three sub-groups, the Parent Company’s Chief Financial Officer and the Parent
Company’s Controller.

The Board’s motion is based on the aim that the company’s remuneration level and
remuneration structure for senior executives shall reflect market conditions.
The total package of terms shall be a weighted combination of basic salary,
annual variable remuneration, long-term share-based incentive programs where
appropriate, pension benefits, other benefits and terms regulating termination
of employment and severance pay. Annual variable remuneration is always
maximized at 100 percent of the basic salary. Annual variable remuneration and
long-term share-based incentive programs are primarily to be related to the
company’s/Group’s earnings and value trends. Pension benefits are always defined
-contribution benefits. The Board has determined that there is currently no
reason to propose a share-based incentive program.

MOTION FROM THORWALD ARVIDSSON (ITEM 21 ABOVE)
Shareholder Thorvald Arvidsson has submitted a written motion proposing that:

a)    a vision of zero tolerance be adopted when it comes to workplace accidents
in the company and the portfolio companies

b)    the company’s Board of Directors be assigned the task of appointing a work
group with the aim of achieving this vision of zero tolerance

c)    the results be presented in writing to the Annual General Meeting each
year – as a suggestion, by including a report in the printed Annual Report

d)    a vision of total gender equality be adopted at all levels of the company
and the portfolio companies

e)    the company’s Board of Directors be assigned the task of appointing a work
group with the aim of ultimately achieving this vision and closely monitoring
developments relating to equality and ethnicity

f)     a written report be presented to the Annual General Meeting each year –
as a suggestion, by including the report in the printed Annual Report

g)    the Board of Directors be assigned the task of taking the necessary
measures to establish a shareholders’ association in the company

k)    that the Articles of Association (Article 4, Paragraph 4) be amended as
follows: Both classes of shares entitle their holder to one vote.”

m)   that the Articles of Association (Article 6) be amended to include two new
paragraphs: Former government ministers may not be appointed as Board members
until two years have passed since they stepped down from their role. Other paid
public officials may not be appointed as Board members until one year has passed
since they stepped down from their role, unless special reasons exist.

Some of Arvidsson’s motions have not been addressed, which is why they have been
listed by individual letters.

The Board has rejected the motions presented but – with respect to the proposed
shareholders’ association – is not opposed to Beijer Alma’s shareholders forming
a shareholders’ association on their own.

To be valid, a resolution concerning amendments to Article 4 of the Articles of
Association (concerning voting rights) must be supported by shareholders
representing not less than two-thirds of both the votes cast and the shares
represented at the Meeting, provided that amendment is approved by shareholders
holding half of all Class A shares and nine-tenths of the Class A shares
represented at the Meeting. To be valid, a resolution concerning amendments
Article 6 of the Articles of Association (concerning a quarantine period for
public officials) must be supported by shareholders representing not less than
two-thirds of both the votes cast and the shares represented at the Meeting.

OTHER
The total number of shares in Beijer Alma AB is 30,131,100, of which 3,320,000
comprise Class A shares with 33,200,000 votes and 26,811,100 comprise Class B
shares with 26,811,100 votes, corresponding to a total of 60,101,100 votes.
Beijer Alma AB holds no treasury shares.

As always, shareholders will be given an opportunity to pose questions during
the Annual General Meeting. To facilitate responses to these questions, please
submit them to the company in advance by mail at Beijer Alma AB, Box 1747, SE
-751 47 Uppsala, Sweden, or by e-mail at info@beijeralma.se.

As of Tuesday, March 15, 2016, the company’s financial statements and Audit
Report and the Board’s complete motions concerning authorization in accordance
with Item 19 above, including statements, will be available from the company at
Dragarbrunnsgatan 45, SE-753 20 Uppsala, Sweden. These documents will be sent to
any shareholders who so request and who provide their mailing address. These
documents will also be available on the company’s website at www.beijeralma.se.

Following the Annual General Meeting, the company’s shareholders are invited to
enjoy refreshments and entertainment.

Welcome!

Uppsala, February 2016

Board of Directors
For further information, please contact:
President and CEO Bertil Persson, Beijer Alma AB, Tel: 46 (0)8 506 427 50
Beijer Alma AB (publ) is an international industrial group that focuses on
component production and industrial supplies. The Group includes Lesjöfors, one
of Europe’s largest spring manufacturers, Habia Cable, one of Europe’s largest
manufacturers of custom-designed cables and Beijer Tech, with strong positions
in industrial supplies in the Nordic region. Beijer Alma is listed on NASDAQ OMX
Stockholm Mid Cap.

Beijer Alma AB (publ)
Dragarbrunnsgatan 45, Box 1747, SE-751 47 Uppsala, Sweden. Telephone 46 18 15 71
60. Fax 46 18 15 89 87.
Registered office: Uppsala. Corp. Reg. No: 556229-7480. www.beijeralma.se

Anhänge

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