Pressrelease

Communiqué from the AGM 2021

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Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Please note that the terms set out below may be altered or updated and therefore it is important that you review them each time you visit this page. Your confirmation must be true and accurate.

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DISCLAIMER – IMPORTANT

Due to applicable legal restrictions, the information contained in this section of the website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), the United Kingdom, Australia, Canada, Japan, Hong Kong, Singapore or South Africa, or any other jurisdiction in which such release, publication or distribution might constitute a violation of the local securities laws or regulations of such jurisdiction. We apologise for any inconvenience this may cause. Click here to return to the homepage.

Important Information

Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.

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.

I therefore certify that:

  • 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
  • I have read, understand and agree to comply with all of the restrictions set forth above.
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The Annual General Meeting of Beijer Ref AB (publ) was held on 15 April, 2021. Due to the risk of the spread of Covid-19 and the authorities’ regulations and advice the Meeting was carried out solely through advance voting (so-called postal voting) pursuant to temporary legislation. An interview with the CEO, Per Bertland, is published as a film through video on Beijer Ref’s website, www.beijerref.com.

Income statements and balance sheets

The Meeting adopted the income statement and the balance sheet for the parent company as well as the consolidated income statement and the consolidated balance sheet for 2020.

Discharge from liability

The members of the Board of Directors and the CEO were discharged from liability for their administration of the company during the financial year 2020.

Dividend

In accordance with the Board of Directors’ proposal, the Meeting resolved to pay a dividend to the shareholders of the total amount of SEK 3.00 per share. Out of the proposed amount, SEK 2.50 per share corresponds to an ordinary dividend and SEK 0.50 is an extra dividend. Payment for the dividend shall be made in two instalments: a first instalment of SEK 1.80 per share and a second instalment of SEK 1.20 per share (SEK 0.40 per share after split). The record dates for receiving dividend was set to 19 April 2021 and 8 October 2021 and the dividend is expected to be distributed by Euroclear on 22 April 2021 and on 13 October 2021.

Board of Directors

The Meeting elected members of the Board of Directors in accordance with the proposal of the Nomination Committee:

That the Board of Directors shall consist of seven board members and no deputies.

To re-elect board members Joen Magnusson, Frida Norrbom Sams, Albert Gustafsson, Per Bertland and Kate Swann.

To elect Kerstin Lindvall and William Striebe as new board members.

To appoint Kate Swann as Chair of the Board.

Board of Directors’ fees

The Meeting resolved, in accordance with the Nomination Committee’s proposal, on fees to the members of the Board of Directors and to the Chair of the Board of Directors, as well as fees for work in the committees of the Board of Directors as follows:

- SEK 775,000 to the Chair of the Board;

- SEK 375,000 each to the other Board members elected by the Meeting who is not employed by the Company;

- SEK 100,000 to the Chair of the Audit Committee;

- SEK 75,000 each to the other members of the Audit Committee;

- SEK 75,000 to the Chair of the Remuneration Committee; and

- SEK 50,000 each to the other members of the Remuneration Committee

Auditor

In accordance with the Nomination Committee’s proposal, the Meeting re-elected the accounting firm Deloitte AB as auditor for the period up till the Annual General Meeting 2022.

Remuneration report for 2020

The Meeting approved the Board of Directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Share split

The Meeting resolved, in accordance with the Board of Director’s proposal, to do a share split so that each current share is divided into three shares of the same class (share split 3:1). The decision means that the number of shares will triple and that the quota value of the share will be divided into three. After completion of the share split, the total number of shares in the company will have increased from 127,434,690 shares to 382,304,070 shares divided into 29,756,160 series A shares and 352,547,910 series B shares. The Meeting resolved that 26 April, 2021 shall be the record date for the split of shares.

Changes to the Articles of Association

The Meeting resolved, in accordance with the Board of Directors’ proposal to amend Section 5 of the Articles of Association in connection with the share split proposed by the Board of Directors (split), meaning that the limits on the number of shares are modified so that the minimum number of shares shall be 103,000,000 and the maximum number of shares shall be 412,000,000. The Meeting also resolved, in accordance with the Board of Directors’ presented proposal, to amend the Articles of Association, whereby a new section is inserted in the Articles of Association allowing the Board to collect proxies in accordance with the procedure stated in Chapter 7, Section 4, paragraph 2 of the Swedish Companies Act, to decide that shareholders shall be entitled to exercise their voting rights by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act.

Repurchase of Call Options

The Meeting resolved, in accordance with the Board of Director’s presented proposal, to offer the participant of the LTIP 2018/21 repurchases of call options issued in LTIP 2018/2021.

LTIP

It was resolved, in accordance with the Board of Director’s presented proposal, to introduce a long-term share-based incentive program LTIP 2021/2024, meaning that (A) Beijer Ref issue call options for shares in Beijer Ref, (B) authorization of the Board of Directors to decide to acquire the Company’s own shares, and (C) approving the transfer of repurchased shares to participants in the incentive program.

Minutes with complete resolutions from the Meeting will be made available on the company’s website, www.beijerref.com under the heading ”Investor/Corporate Governance/General Meeting”, no later than Thursday, 29 April, 2021. A copy of the minutes, other than the electoral roll, will also be sent to shareholders who so request from the company and who state their postal address.

Malmö, 15 April 2021

Beijer Ref AB (publ)

For further information, please contact:

Per Bertland, CEO

Telephone +46 40-35 89 00

Email pbd@beijerref.com

Maria Rydén, CFO

Telephone +46 40-35 89 00

Email mrn@beijerref.com

BEIJER REF AB is a technology-oriented trading Group which, through added-value products, offers its customers competitive solutions within refrigeration and climate control. Beijer Ref is one of the largest refrigeration wholesalers in the world, and is represented in 37 countries in Europe, Africa, Asia and Oceania.

www.beijerref.com

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The Annual General Meeting of Beijer Ref AB (publ) was held on 15 April, 2021. Due to the risk of the spread of Covid-19 and the authorities’ regulations and advice the Meeting was carried out solely through advance voting (so-called postal voting) pursuant to temporary legislation. An interview with the CEO, Per Bertland, is published as a film through video on Beijer Ref’s website, www.beijerref.com.

Income statements and balance sheets

The Meeting adopted the income statement and the balance sheet for the parent company as well as the consolidated income statement and the consolidated balance sheet for 2020.

Discharge from liability

The members of the Board of Directors and the CEO were discharged from liability for their administration of the company during the financial year 2020.

Dividend

In accordance with the Board of Directors’ proposal, the Meeting resolved to pay a dividend to the shareholders of the total amount of SEK 3.00 per share. Out of the proposed amount, SEK 2.50 per share corresponds to an ordinary dividend and SEK 0.50 is an extra dividend. Payment for the dividend shall be made in two instalments: a first instalment of SEK 1.80 per share and a second instalment of SEK 1.20 per share (SEK 0.40 per share after split). The record dates for receiving dividend was set to 19 April 2021 and 8 October 2021 and the dividend is expected to be distributed by Euroclear on 22 April 2021 and on 13 October 2021.

Board of Directors

The Meeting elected members of the Board of Directors in accordance with the proposal of the Nomination Committee:

That the Board of Directors shall consist of seven board members and no deputies.

To re-elect board members Joen Magnusson, Frida Norrbom Sams, Albert Gustafsson, Per Bertland and Kate Swann.

To elect Kerstin Lindvall and William Striebe as new board members.

To appoint Kate Swann as Chair of the Board.

Board of Directors’ fees

The Meeting resolved, in accordance with the Nomination Committee’s proposal, on fees to the members of the Board of Directors and to the Chair of the Board of Directors, as well as fees for work in the committees of the Board of Directors as follows:

- SEK 775,000 to the Chair of the Board;

- SEK 375,000 each to the other Board members elected by the Meeting who is not employed by the Company;

- SEK 100,000 to the Chair of the Audit Committee;

- SEK 75,000 each to the other members of the Audit Committee;

- SEK 75,000 to the Chair of the Remuneration Committee; and

- SEK 50,000 each to the other members of the Remuneration Committee

Auditor

In accordance with the Nomination Committee’s proposal, the Meeting re-elected the accounting firm Deloitte AB as auditor for the period up till the Annual General Meeting 2022.

Remuneration report for 2020

The Meeting approved the Board of Directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Share split

The Meeting resolved, in accordance with the Board of Director’s proposal, to do a share split so that each current share is divided into three shares of the same class (share split 3:1). The decision means that the number of shares will triple and that the quota value of the share will be divided into three. After completion of the share split, the total number of shares in the company will have increased from 127,434,690 shares to 382,304,070 shares divided into 29,756,160 series A shares and 352,547,910 series B shares. The Meeting resolved that 26 April, 2021 shall be the record date for the split of shares.

Changes to the Articles of Association

The Meeting resolved, in accordance with the Board of Directors’ proposal to amend Section 5 of the Articles of Association in connection with the share split proposed by the Board of Directors (split), meaning that the limits on the number of shares are modified so that the minimum number of shares shall be 103,000,000 and the maximum number of shares shall be 412,000,000. The Meeting also resolved, in accordance with the Board of Directors’ presented proposal, to amend the Articles of Association, whereby a new section is inserted in the Articles of Association allowing the Board to collect proxies in accordance with the procedure stated in Chapter 7, Section 4, paragraph 2 of the Swedish Companies Act, to decide that shareholders shall be entitled to exercise their voting rights by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act.

Repurchase of Call Options

The Meeting resolved, in accordance with the Board of Director’s presented proposal, to offer the participant of the LTIP 2018/21 repurchases of call options issued in LTIP 2018/2021.

LTIP

It was resolved, in accordance with the Board of Director’s presented proposal, to introduce a long-term share-based incentive program LTIP 2021/2024, meaning that (A) Beijer Ref issue call options for shares in Beijer Ref, (B) authorization of the Board of Directors to decide to acquire the Company’s own shares, and (C) approving the transfer of repurchased shares to participants in the incentive program.

Minutes with complete resolutions from the Meeting will be made available on the company’s website, www.beijerref.com under the heading ”Investor/Corporate Governance/General Meeting”, no later than Thursday, 29 April, 2021. A copy of the minutes, other than the electoral roll, will also be sent to shareholders who so request from the company and who state their postal address.

Malmö, 15 April 2021

Beijer Ref AB (publ)

For further information, please contact:

Per Bertland, CEO

Telephone +46 40-35 89 00

Email pbd@beijerref.com

Maria Rydén, CFO

Telephone +46 40-35 89 00

Email mrn@beijerref.com

BEIJER REF AB is a technology-oriented trading Group which, through added-value products, offers its customers competitive solutions within refrigeration and climate control. Beijer Ref is one of the largest refrigeration wholesalers in the world, and is represented in 37 countries in Europe, Africa, Asia and Oceania.

www.beijerref.com

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