Notice is given to the shareholders of BE Group AB (publ), reg. no. 556578-4724 (the "Company") of the Extraordinary General Meeting to be held on Monday 25 August, 2025, at 1 pm CEST, at BE Group's headquarters, Krusegatan 19 b, in Malmö.
Right to attend and notice of attendance
A shareholder who wishes to participate in the extraordinary general meeting must:
- be listed as a shareholder in the share register prepared by Euroclear Sweden AB as of the record date on Friday 15 August 2025, and
- notify the Company of the intention to attend the meeting no later than Tuesday 19 August 2025.
Notification of attendance shall be made by telephone +46 40 38 42 00 or by email to EGM@begroup.com. The notice of attendance can also be made by post to BE Group AB, att: Extraordinary General Meeting, Box 225, 201 22 Malmö. The notice of attendance shall state name, personal identity number/corporate identity number, address, telephone number and number of advisors (maximum two). Where applicable, the notification should be accompanied by a power of attorney, certificate of registration and other authorization documents.
Proxy and power of attorney
If a shareholder is to be represented by a proxy, the proxy must bring a written and dated power of attorney signed by the shareholder in original to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (but no longer than five years) has been specified in the power of attorney. If the power of attorney is issued by a legal entity, the proxy must also bring a current certificate of registration or equivalent authorization document for the legal entity. Power of attorney forms are available at the Company and on the Company's website, www.begroup.com. In order to facilitate the entrance to the meeting, a copy of the power of attorney and other authorization documents should be attached to the notice of attendance.
Nominee-registered shares
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee, through a bank or other nominee, must, in addition to giving notice of attendance at the meeting, have the shares registered in its own name with Euroclear Sweden AB so that the shareholder is entered in the share register as of 15 August 2025. Such re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's routines in such time in advance as the nominee determines. Voting rights registrations made no later than 19 August 2025 will be taken into account in the preparation of the share register.
Proposal for agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two person(s) to approve the minutes
- Determination of whether the meeting has been duly convened
- Resolution on approval of the board of directors' resolution on a new issue of shares with preferential rights for shareholders
- Closing of the meeting
Resolution on approval of the board of directors' resolution on a new issue of shares with preferential rights for shareholders (item 7)
The board of directors proposes that the extraordinary general meeting resolves to approve the board of directors' resolution of 15 July 2025 on a new issue of shares with preferential rights for shareholders (the "Rights Issue"). The following main terms and conditions shall apply to the Rights Issue.
1. Through the Rights Issue, the Company's share capital will increase by a maximum of SEK 129,832,047.48 by issue of a maximum of 6,491,602 shares.
2. The subscription price is SEK 22 per share. The share premium shall be added to the unrestricted premium reserve.
3. The right to receive subscription rights shall be granted to those who are registered as shareholders in the Company on the record date 29 August 2025. Each (1) existing share in the Company entitles to one (1) subscription right. The subscription rights entitle the holder to subscribe for new shares in the Rights Issue, whereby two (2) subscription rights entitle the shareholder to subscribe for one (1) new share.
4. Subscription for the new shares shall take place during the period 2 September 2025 until and including 16 September 2025.
5. The board of directors shall have the right to extend the subscription and payment period.
6. Subscription of shares may also be made without subscription rights. In the event that not all shares have been subscribed for with subscription rights, the board of directors shall, in line with the suggested principles and within the framework of the maximum amount of the Rights Issue, decide on the allocation of shares subscribed for without subscription rights.
7. In the event of subscription of shares in the Rights Issue that entails that the investment must be notified in accordance with the Screening of Foreign Direct Investments Act (2023:560), allocation of shares is conditional upon a decision by the Inspectorate of Strategic Products to approve the investment or leave the notification without action.
8. The new shares entitle to dividends for the first time on the record date for dividend that occurs immediately after the new share issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register of Euroclear Sweden AB.
9. The CEO, the board of directors or the person appointed by the board of directors is authorized to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office or with Euroclear Sweden AB.
Subscription undertakings, guarantee commitments and majority requirement
The Company's largest shareholders AB Traction and Svedulf Fastighets AB, representing in total approximately 50.2 percent of the total number of shares and votes in the Company, have undertaken to exercise their preferential rights in the Rights Issue and thereby subscribe for new shares corresponding to their respective pro rata shares in the Rights Issue. In addition to their subscription undertakings, AB Traction and Svedulf Fastighets AB have entered into guarantee commitments regarding the remaining part of the Rights Issue. Thus, the Rights Issue is in its entirety covered by subscription undertakings and guarantee commitments.
AB Traction and Svedulf Fastighets AB may, as a result of the fulfilment of their subscription undertakings and guarantee commitments, hold more than 30 per cent of the shares and votes in the Company after the Rights Issue. The maximum share that AB Traction and Svedulf Fastighets AB may hold, provided that no one else subscribes for shares in the Rights Issue, is 33.7 percent and 33.2 percent of the shares and votes in the Company, respectively.
AB Traction and Svedulf Fastighets AB will apply for an exemption with the Swedish Securities Council from the mandatory bid obligation that may arise in the event that their respective holdings in the Company would amount to 30 per cent or more of the votes in the Company. The conditions for the Swedish Securities Council's decision to grant an exemption from the mandatory bid obligation will be that the general meeting's resolution to approve the issue is supported by shareholders holding at least two thirds of both the votes cast and the shares represented at the meeting, whereby shares held and represented at the meeting by AB Traction and Svedulf Fastighets AB shall be disregarded.
Available documents
Complete proposals for resolutions are included in the notice. Proxy forms will be available at the Company's office at Krusegatan 19 b, 212 25 Malmö, Sweden, and on the Company's website www.begroup.com, for at least two weeks prior to the meeting and will be sent free of charge to shareholders who so request and provides an address or an email.
Information at the general meeting
Shareholders are informed of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551) regarding circumstances that may affect the assessment of an item on the agenda.
Number of shares and votes in the Company
As of the date of this notice, the total number of shares and votes in the Company amounts to 13,010,124. The Company's holding of own shares amounts to 26,920, which does not entitle to voting rights as long as the Company holds the shares.
Processing of personal data
For information on how your personal data is processed in connection with the general meeting;
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
If you have any questions regarding the Company's processing of personal data, please contact us by e-mail integrity@begroup.com. BE Group AB (publ) has corporate identity number 556578-4724 and the board of directors has its registered office in Malmö.
Malmö in July 2025
BE Group AB (publ)
The board of directors
For further information, please contact:
Christoffer Franzén, CFO
Telephone: +46 705 46 90 05
E-mail: christoffer.franzen@begroup.com
BE Group AB (publ), which is listed on the Nasdaq Stockholm exchange, is a leading independent steel distributor that stores and processes steel, stainless steel, and aluminium for customers primarily in the construction and manufacturing industries. Through the company's production services, customers can order customized steel components to optimize their production processes. In 2024, the Group reported sales of SEK 4.7 billion. BE Group has approximately 560 employees, with Sweden and Finland as its largest markets. The headquarters is located in Malmö, Sweden. Read more about BE Group at www.begroup.com.
