Explanatory statement

March  26, 2012

- The Election Committee has taken note of an internal evaluation of the Board of Directors' work. In addition, The Election Committee has interviewed Board Members and met with the Managing Director of G & L Beijer who gave an account of the operations. The proposal which will be submitted to the Annual Meeting of shareholders has been produced in accordance with the framework for the work of the Election Committee decided by the 2011 Annual Meeting of shareholders in G & L Beijer.

- The proposed Board of Directors is deemed to have the diversification, width and competence, as well as the experience and background required, taking into account the company's operations, development phase and conditions in general.

The Election Committee has discussed the question of the Board Members' independence. The Election Committee has formed the opinion that five of seven Board Members are independent of the Executive Management. In this case, the company's Managing Director Joen Magnusson, constitutes the exception. Apart from the Managing Director, Harald Link is to be regarded as dependent on the company. Anne-Marie Pålsson and Bernt Ingman are regarded as independent of large shareholders.

The proposal for composition of Board of Directors thus fulfils the applicable requirements for independent members in accordance with the Swedish Code for Corporate Governance.

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