Minutes of Annual General Meeting BE Group 2008 (pdf)

This is an unofficial translation of theSwedish original wording. In case ofdifferences between the English translationand the Swedish original, the Swedish textshall prevail.Minutes of Annual General Meeting withthe Shareholders of BE Group AB (publ),reg no 556578-4724, held on Wednesday23 April 2008 in Malmö§ 1 Opening of the MeetingCarl-Erik Ridderstråle, Chairman of the Board, opened the Meeting and welcomed theshareholders present to the Meeting. In this connection, the Meeting approved the presenceof certain persons not being shareholders at the Meeting.§ 2 Election of Chairman at the MeetingCarl-Erik Ridderstråle was appointed Chairman of the Meeting.It was noted that Hans Petersson was assigned to keep the minutes of the Meeting.§ 3 Preparation and Approval of Voting ListThe shareholders designated as being present on the attached list, Exhibit 1, had within theprescribed period of time notified the Company of their intention to participate in theMeeting. The list was approved as voting list at the Meeting.§ 4 Approval of AgendaThe General Meeting resolved to approve the proposal for agenda, as presented in thenotice convening the Meeting, as agenda of the Meeting.§ 5 Election of two persons to check the minutesKG Lindvall, representing Swedbank Robur Fonder AB, and Fredrik Ahlin, representingIf Skadeförsäkring AB, were appointed to confirm the minutes together with the Chairman.

2(6)§ 6 Determination of compliance with the rules of convocationIt was informed that a notice convening the General Meeting had been inserted in PostochInrikes Tidningar (the “Swedish Official Gazette”) and Svenska Dagbladet on18 March 2008 and the Meeting was declared to be duly convened.§ 7 Presentation of a) the Annual Report and the Auditors’ Report and theConsolidated Financial Statements and the Group Auditor’s Report, b) thestatement by the auditor on the compliance with the guidelines forremuneration of senior executives applicable since the previous annual generalmeeting and c) the Board of Directors’ proposal for the appropriation of profitand the motivated statement thereonIt was informed that the annual report of the company and the group, together with thebalance sheet and the income statement for the financial year 2007, had been distributed tothe shareholders on request. Further, it was informed that the annual report and thestatement by the auditor on the compliance with the guidelines for remuneration to seniorexecutives applicable since the previous annual general meeting and the Board ofDirectors’ proposal for appropriation of profit and the motivated statement thereon hadbeen available to the shareholders at the company’s headquarters and at the companywebsite since 9 April 2008 and been distributed to all shareholders on request and that saiddocuments were available also at the Meeting. The Meeting resolved that the abovementioneddocuments had been duly presented at the Meeting.It was noted that a description of the activities of the Board of Directors, the AuditCommittee and the Remuneration Committee, respectively, was presented in the annualreport.Alf Svensson, authorised public accountant, presented the auditor’s report and theconsolidated auditor’s report for the financial year 2007.§ 8 The Managing Director’s reportThe Managing Director of the Company, Håkan Jeppsson, presented a report on thefinancial year 2007. In this connection, questions from the shareholders were answered.§ 9 a Resolution on the adoption of the Statement of Income and the Balance Sheetand the Consolidated Statement of Income and Consolidated Balance SheetThe General Meeting resolved to adopt the presented statement of income and the balancesheet and the consolidated statement of income and consolidated balance sheet, all as per31 December 2007.

3(6)§ 9 b Resolution on the appropriation of the company’s profit according to theadopted Balance SheetThe Chairman informed that the Board of Directors’ complete proposal on dividend ispresented in the annual report. The General Meeting resolved that the profit at the disposalof the Meeting, i.e.retained earnings SEK 334,550,895net income for the year SEK 115,189,828Total SEK 449,740,723according to the proposal by the Board of Directors, should be disposed ofas follows:to pay to the shareholders adividend of SEK 3.50 perSEK 174,580,000shareto carry forward SEK 275,160,723Total SEK 449,740,723Monday 28 April 2008 was proposed record day for the dividend. The General Meetingresolved in accordance with the proposal of the Board of Directors. It was noted that thedividend is expected to be distributed by VPC AB on 2 May 2008.§ 9 c Resolution on discharge from liability of the Board of Directors and theManaging DirectorThe General Meeting unanimously resolved that the Board of Directors and the ManagingDirector should be discharged from liability for the financial year 2007. It was noted thatneither the Board Members nor the Managing Director was involved in the decision.§ 10 Establishment of the number of members of the Board of DirectorsThe Chairman presented the activities of the Committee before the Annual GeneralMeeting 2008, as well as the background to the Committee’s proposals for resolutionsaccording to paragraphs 10-12 on the agenda.The General Meeting resolved, in accordance with the proposal of the NominationCommittee, that the number of Board Members shall be six, with no deputy members.

4(6)§ 11 Establishment of fees to the Board MembersThe General Meeting resolved in accordance with the proposal of the NominationCommittee that the fees to the Board Members shall amount to SEK 1,400,000 to bedistributed among the members as follows: SEK 400,000 to the Chairman andSEK 200,000 to each of the other members elected at a General Meeting and not employedby the company. For work in the Audit Committee it was resolved that SEK 40,000 shallbe paid to the Chairman and SEK 20,000 to each of the other committee members and forwork in the Remuneration Committee SEK 20,000 shall be paid to each committeemember.§ 12 Election of Board MembersIt was informed that the Nomination Committee had proposed, for the time up to andincluding the next annual general meeting, re-election of the Board Members RogerBergqvist, Cecilia Edström, Joakim Karlsson, Lars Olof Nilsson, Carl-Erik Ridderstråleand Lars Spongberg. Furthermore, it was informed that the Nomination Committee hadproposed re-election of Carl-Erik Ridderstråle as Chairman of the Board.The General Meeting resolved, with reference to the proposal of the NominationCommittee that the assignments in other companies of the Directors proposed forre-election had been duly presented at the Meeting.The General Meeting resolved in accordance with the proposal.It was noted that the employee organizations had appointed Thomas Berg and KerryJohansson, with deputies Susanne Olsson and Tord Bengtsson, for the Board.§ 13 Resolution on guidelines for remuneration to senior executivesThe Chairman informed that the main contents of the Board of Directors’ proposal forguidelines for remuneration to senior executives had been described in the notice to theannual general meeting and that the complete proposal, Appendix 2, had been available atthe company and on the company website since 9 April 2008 and sent to all shareholderson request and distributed at today’s meeting. The Meeting resolved that the proposalshould be considered to have been duly presented at the Meeting.The Meeting resolved to adopt the guidelines in accordance with the proposal of the Boardof Directors.

5(6)§ 14 Resolution on a) implementation of Share Savings Scheme 2008,b) authorisation for the Board of Directors to resolve on theacquisition and transfer of the company’s own shares on the stockexchange and c) transfer of own shares to participants in the sharesavings schemeThe Chairman reported on the main contents of the proposal of the Board of Directors fora) implementation of Share Savings Scheme 2008, b) authorisation for the Board ofDirectors to resolve on the acquisition and transfer of the company’s own shares on thestock exchange and c) transfer of own shares to participants in the share savings scheme.Further, the Chairman informed that the main contents of the proposal had been stated inthe notice to the annual general meeting and that the complete proposal, Appendix 3, hadbeen available at the company and on the company website since 9 April 2008 and sent tothe shareholders on request and also distributed at today’s Meeting. The Meeting resolvedthat the proposal should be considered to have been duly presented at the Meeting.The shareholders were given the opportunity to ask questions that were answered by theChairman.The Meeting resolved in accordance with the proposal of the Board of Directors with amajority exceeding nine tenths.§ 15 Resolution on authorisation of the Board of Directors to resolve on transfer ofthe company’s own shares due to the decision on share savings scheme 2007The Chairman informed that the main contents of the Board of Directors’ proposal for theauthorisation of the Board of Directors to resolve on the transfer of the company’s ownshares according to the decision on share savings scheme 2007 had been stated in thenotice of the annual general meeting and that the complete proposal, Appendix 4, had beenavailable at the company and on the company website since 9 April 2008 and sent to allshareholders on request and distributed at today’s meeting. The Meeting resolved that theproposal should be considered to have been duly presented at the Meeting.The Meeting resolved unanimously in accordance with the proposal of the Board ofDirectors.§ 16 Resolution on authorisation of the Board of Directors to decide on acquisitionand transfer of the company’s own sharesThe Chairman reported on the main contents of the Board of Directors’ proposal forauthorisation of the Board of Directors to decide on acquisition and transfer of thecompany’s own shares. Further, the Chairman informed that the main contents of theproposal had been stated in the notice of the annual general meeting and that the completeproposal, Appendix 5, had been available at the company and on the company websitesince 9 April 2008 and sent to all shareholders on request and distributed at today’s

6(6)meeting. The Meeting resolved that the proposal should be considered to have been dulypresented at the Meeting.The Meeting resolved unanimously in accordance with the proposal of the Board ofDirectors.§ 17 Closing of the General MeetingThe chairman closed the General Meeting.Nothing further was considered.As above:Hans PeterssonConfirmed:Carl-Erik RidderstråleKG LindvallFredrik Ahlin