Communiqué from the AGM 2022

Pressrelease

Communiqué from the AGM 2022

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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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The Annual General Meeting of Beijer Ref AB (publ) for the financial year 2021 was held on 7 April 2022. The Board of Directors had decided that shareholders could exercise their voting rights at the Annual General Meeting also by postal vote, in accordance with the regulations in Beijer Ref’s Articles of Association.

Income statements and balance sheets as well as discharge from liability

The Meeting determined the income statement and the balance sheet for the parent company as well as the consolidated income statement and the consolidated balance sheet for 2021. The members of the Board of Directors and the CEO were discharged from liability for their administration of the company during the financial year 2021.

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 1.10 per share. Payment for the dividend shall be made in two instalments: a first instalment of SEK 0.60 per share and a second instalment of SEK 0.50 per share. The record dates for receiving dividend were set to 11 April 2022 and 14 October 2022 and the dividend is expected to be distributed by Euroclear on 14 April 2022 and on 14 October 2022.

Remuneration report for 2021

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

Board of Directors

The Meeting appointed the Board, for the period up to the Annual General Meeting 2023, in accordance with the Nomination Committee’s proposal:

- that the Board of Directors shall consist of seven Board members and no deputies

- to re-elect Board members Albert Gustafsson, Frida Norrbom Sams, Joen Magnusson, Kate Swann, Kerstin Lindvall, Per Bertland and William Striebe

- 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 815 000 to the Chair of the Board

- SEK 395 000 each to the Board members

- SEK 125 000 to the Chair of the Audit Committee

- SEK 100 000 each to the other members of the Audit Committee

- SEK 79 000 to the Chair of the Remuneration Committee

- SEK 53 000 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 2023. The certified public accountant, Richard Peters, will continue as the principal auditor.

The Meeting resolved, in accordance with the Nomination Committee’s proposal, that fees to the auditors shall be paid in accordance with the approved bill.

LTI 2022/2025

The Meeting resolved, in accordance with the Board of Director’s presented proposal, to implement a long-term share-based incentive program LTI 2022/2025, similar to LTI 2021/2024 which was implemented 2021. The program includes approximately 120 executives in the Beijer Ref Group, who are given the opportunity to acquire a maximum of 1,616,000 call options at a market price from Beijer Ref. Each call option entitles the holder to acquire from the company one (1) B share in the company during the period of 15 May 2025 until 15 June 2025. The exercise price per share shall be 125 percent of the volume-weighted average price paid for the company’s share on Nasdaq Stockholm during five trading days immediately before the transfer of the call options to the participants. Allotment of the call options is expected to take place during the second quarter of 2022.

In connection with the transfer of the call options, the participants will receive a subsidy in the form of a gross salary supplement corresponding to 50 percent of the premium paid for the options. In order to secure Beijer Ref’s commitments and cost, in accordance with LTI 2022/2025, the Meeting resolved in accordance with the Board’s proposal to authorize the Board to decide on share repurchases and the Meeting also resolved to transfer shares in Beijer Ref to participants in LTI 2022/2025. The program does not entail any dilution for existing shareholders as it is based on call options for shares already issued in the company.

Resolution on guidelines for remuneration to senior executives

The Meeting resolved to approve the Board of Directors' proposal for guidelines for remuneration to senior executives. Compared with previously applicable guidelines, the guidelines now contain an option to apply non-financial criteria for variable cash compensation and has also been adjusted due to the fact that the company’s Board has established a remuneration committee.

Resolution on the Board of Directors' proposal regarding authorization for the Board of Directors to resolve on a new share issue

The Meeting resolved to approve the Board’s proposal for a resolution authorizing the Board to, on one or more occasions until the next Annual General Meeting, decide on a new share issue of a maximum of 38,230,407 shares, corresponding to 10 percent of the company’s share capital and number of shares. The issue can take place with or without deviation from the shareholders’ preferential rights, by payment in cash, non-cash or set-off. The purpose of the authorization, and the reason for the deviation from the shareholders’ preferential rights, is to fulfill the company’s acquisition strategy by enabling acquisitions through payment in Beijer Ref shares (non-cash issue) or flexibility in the financing of acquisitions. The issue price must be determined according to market conditions, which may include customary discounts.

*****

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, 21 April 2022. 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.

For more information, please contact:

Christopher Norbye, CEO

Telephone +46 40-35 89 00
Email cne@beijerref.com

Ulf Berghult, CFO

Telephone +46 40-35 89 00

Email ubt@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 41 countries in Europe, Africa, Asia and Oceania.

www.beijerref.com

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