ANNUAL MEETING OF SHAREHOLDERS IN G & L BEIJER AB (PUBL)

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ANNUAL MEETING OF SHAREHOLDERS IN G & L BEIJER AB (PUBL)

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Important Information

The information contained in this section of the website of Beijer Ref AB (publ) (the “Company”) (a) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, Japan, Hong Kong, Singapore or South Africa and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any securities of the Company in the United States, Australia, Canada, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

The securities of the Company referred to in this section of the Company’s website (the “Securities”) have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States and may not be offered, subscribed for, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, within the United States unless the Securities are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the Securities will be sold only to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended), pursuant to an applicable exemption afforded by the Securities Act. All offers and sales of the Securities outside the United States will be made in compliance with Regulation S under the Securities Act and in accordance with applicable law.

The Securities have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered, subscribed for, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction in which it would be unlawful or would require registration or other measures.

In the United Kingdom, the information contained in this section of the Company’s website is only being distributed to and is only directed at “Qualified Investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”), who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons above together being referred to as “relevant persons”). The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the information contained in this section of the Company’s website.

This information and offering are only addressed to and directed at persons in member states of the European Economic Area (the “EEA”), who are “Qualified Investors” within the meaning of Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with Qualified Investors. This information should not be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.

Access to the information contained in this section of the Company’s website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information. All persons residing outside of Sweden who wish to have access to the information contained in this section of the Company’s website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the Company’s website, or require registration or approval for any acquisition of Securities by them. No such registration or approval has been or will be obtained outside of Sweden.

The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.

While the Company believes that the information posted on the following pages is accurate and complete as of the posted date, and while the Company may post new information from time to time, the Company does not assume any obligation to update or correct such information and explicitly disclaims any duty to do so.

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I am (i) resident and physically present in a country outside the United Kingdom, the United States, Australia, Canada, Japan, Hong Kong, Singapore and South Africa or any other jurisdiction in which the release, distribution or publication would be unlawful or require registration or any other measure in accordance with applicable law or (ii) a Qualified Investor within the EEA or a relevant person in the United Kingdom;
I am authorised to access the information contained in this section of the Company’s website without being subject to any legal restriction and without any further action required by the Company; and
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The Annual Meeting of shareholders in G & L Beijer AB (publ), corporate identity number 556040-8113, will be held at 3pm on Thursday 5 May 2011 in Hilton Malmö City, Triangeln 2, Malmö, Sweden. Registration for the Annual Meeting will start at 2pm.

A. RIGHT TO PARTICIPATE IN THE MEETING

Shareholders who wish to participate in the Annual Meeting must be entered in the Register of Shareholders maintained by Euroclear Sweden AB (formerly VPC AB) not later than Friday 29 April 2011 and notify the company not later than noon on Friday 29 April 2011 by mail to: G & L Beijer AB Attn: Linda Prahl, Norra Vallgatan 70, SE-211 22 Malmö, Sweden; or by telephone +46 40-35 89 00; or by fax +46 40-23 51 65, marked ‘Annual Meeting of shareholders’; or by e-mail to linda.prahl@gl.beijer.se or on the company’s website www.beijers.com.

When notifying the company, shareholders must state their name, personal identity number/corporate identity number, address and telephone number. A proxy form can be downloaded from the company’s website www.beijers.com and will be mailed to shareholders who contact the company and state their address. Proxies and persons representing a legal entity must submit an authorisation prior to the Meeting.

To be entitled to participate in the Meeting, shareholders whose shares are nominee-registered through the trust department in a bank or another trustee must re-register their shares temporarily in their own name with Euroclear Sweden AB. Such a registration must be made not later than Friday 29 April 2011 and the trustee should, therefore, be notified well in advance of the aforementioned date.

B. BUSINESS AT THE MEETING

Proposal for Agenda

Proposal for the Agenda

1. Election of the Chairman of the Annual Meeting of shareholders.

2. Drawing up and approval of the voting list.

3. Approval of the Agenda.

4. Election of two persons to verify the Minutes.

5. Review of the procedures to establish if the Annual Meeting has been duly convened.

6. Statement by the Managing Director.

7. Submission of the annual accounts and audit report of the parent company and the Group.

8. Resolution regarding:

a) adoption of the profit and loss account and balance sheet of the parent company and the Group

b) distribution of the company’s profit or loss in accordance with the adopted balance sheet

c) discharge from liability of the Members of the Board of Directors and the Managing Director.

9. Determination of the number of Board Members and Deputy Board Members.

10. Determination of the remuneration of the Board Members elected by the Annual Meeting.

11. Determination of remuneration to the Auditors.

12. Election of Board Members, Deputy Board Members and Chairman of the Board of Directors.

13. Resolution regarding Election Committee

14. Resolution regarding guidelines for the remuneration of senior executives

15. Closing the Meeting.

Item 8 b) - Dividend

The Board of Directors proposes a dividend of SEK 8.00 per share for the 2010 financial year and 10 May 2011 as the record day. If the Annual Meeting passes a resolution in accordance with the proposal, it is expected that the dividend will be remitted by Euroclear Sweden AB on 13 May 2011 to those who are recorded in the Register of Shareholders maintained by Euroclear Sweden AB on the record day.

Items 1, 9-13 – of Board of Directors etc

Peter Jessen Jürgensen, Chairman of the Board of Directors (and a shareholder), Peter Rönström (Lannebo Fonder), Chairman of the Election Committee, Philippe Delpech (Carrier) and Stefan Roos (SEB’s fonder) have participated in the Election Committee. The Election Committee has submitted the proposals listed below. Shareholders who together represent approximately 77 per cent of the total number of votes in the company and approximately 64 per cent of the share capital in the company have stated that they will support the proposal.

Item 1: The lawyer, Johan Sigeman, is appointed as Chairman of the Annual Meeting of shareholders.

Item 9: Seven Board Members and no Deputy Board Members.

Item 10: Directors’ fees of SEK 1,100,000 to be distributed as follows: the Chairman will receive SEK 380,000 and the Board Members who are not employed in the company or within the Carrier group will receive SEK 240,000 each.

Item 11: Remuneration to the Auditors will be paid in accordance with the submitted quotation.

Item 12: Re-election of Peter Jessen Jürgensen, Anne-Marie Pålsson, Bernt Ingman, Joen Magnusson, Philippe Delpech, Harald Link and William Striebe when it is proposed that Peter Jessen Jürgensen is appointed as Chairman of the Board.

Item 13: The company shall have an Election Committee consisting of one representative of each of the company’s four largest shareholders together with the Chairman of the Board of Directors. When the composition of the Election Committee is decided, the conditions on the last banking date in August 2011 shall determine who are the largest owners by number of votes. If any of the four largest shareholders refrains from appointing a Member, the right shall be passed on to the owner who is next in size. The names of the Members, including the Chairman, and the shareholders who have appointed them shall be announced as soon as possible and not later than six months prior to the 2012 Annual Meeting of shareholders, when the following shall apply:

• The Members of the Election Committee shall appoint the Chairman of the Election Committee who must not be a Board Member.

• No special remuneration shall be paid for the work in the Election Committee.

• A shareholder who has appointed a Member of the Election Committee may remove the Member and appoint a new Member and, when required, replace a Member who has left the Election Committee before the work has been completed. If a Member no longer represents one of the four largest owners, such a Member can resign, if the Election Committee finds it appropriate, and a replacement can be appointed by the owner who has by then become the fourth largest owner.

• Changes in the composition of the Election Committee, if any, shall be announced as soon as they have been made.

• The Election Committee shall work out proposals to be placed before the 2012 Annual Meeting of shareholders for resolutions on the following matters: (a) Chairman of the Annual Meeting of shareholders, (b) Board of Directors, (c) Chairman of the Board, (d) Directors’ fees, (e) remuneration of the company’s Auditors, (f) Auditors and (g) rules for the appointment of the Election Committee ahead of the 2013 Annual Meeting of shareholders.

Item 14 – Resolution regarding guidelines for the remuneration of senior executives

The Board of Directors proposes that the Annual Meeting adopts guidelines for remuneration and other terms of employment for senior executives as follows. By senior executive is meant the Managing Director, the Chief Financial Officer and the Managing Director of G & L Beijer Ref AB.

The remuneration shall consist of a fixed salary, a variable salary, a pension and other remuneration such as a company car. The total remuneration shall be on market terms and support the interest of the shareholders by enabling the company to attract and retain senior executives.

The fixed salary is renegotiated annually and takes into account the area of responsibility, competence, performance and experience of the individual. The variable salary is based on the outcome in relation to set financial targets. The individual will receive a maximum amount equivalent to six months’ salary. On the maximum outcome, the cost for the variable salary is estimated to amount to SEK 5.7M in total.

The Executive Management’s pension scheme is contribution-based. An amount equivalent to 26 per cent of the gross salary, including variable salary, is appropriated annually for the Managing Director, and an amount equivalent to not more than 24 per cent of the gross salary, including variable salary, is appropriated annually for the other Members of the Executive Management.

Severance pay of not more than 24 months’ salary will be paid to the Managing Director. Severance pay to the other Members of the Executive Management varies and amounts to not more than 24 months’ salary including salary at notice.

The Executive Management can give six months’ notice of termination. Notice of termination by the Managing Director or other senior executives does not trigger any severance pay.

The Board of Directors prepares matters of remuneration and other terms of employment for the Executive Management and the Board of Directors as a whole constitutes the Remuneration Committee. The Managing Director does not participate in the work.

The Board of Directors may abandon these guidelines if there are specific reasons for it in an individual case.

C. AVAILABLE DOCUMENTS

The financial statements, the Auditors’ statement in accordance with Chapter 8, Para 54 of the Companies Act, and the Board of Directors’ full proposal for resolutions in accordance with the above, will be available on the company’s premises from 14 April 2011 and will be sent on request to shareholders stating their address.

On the date of issue of this Notice, the total number of shares in the company amounts to 1,653,120 A shares and 19,585,995 B shares and the total number of votes to 36,117,195.

Malmö, April 2011

Board of Directors

G & L Beijer AB (publ)

For further information, please contact:

Joen Magnusson, CEO
G & L Beijer AB
Telephone +46 40-35 89 00
Mobile +46 709-26 50 91

or
Jonas Lindqvist, CFO
Telephone +46 40-35 89 00
Mobile +46 705-90 89 04

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