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Notice to the Annual General Meeting in Beijer Ref AB (publ)
Pressrelease

Notice to the Annual General Meeting in Beijer Ref AB (publ)

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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 shareholders of Beijer Ref AB (publ), corporate ID no. 556040-8113, are hereby invited to the Annual General Meeting (the “AGM”) to be held on 23 April 2024, at 15.00 at Glasklart, Dockplatsen 1, in Malmö, Sweden. Registration for the AGM will begin at 14.30.

The board of directors has resolved, in accordance with the provisions of the company’s Articles of Association, that shareholders may exercise voting rights in advance by so-called postal voting.

A. RIGHT TO PARTICIPATE, NOTIFICATION OF ATTENDANCE AND POSTAL VOTING

A shareholder who wishes to attend the AGM venue or who wishes to exercise its voting rights by postal voting, must be recorded in the share register maintained by Euroclear Sweden AB as per 15 April 2024; and must

(i)                    in the event of participation at the AGM venue: give notice of attendance to the company no later than by 17 April 2024, kindly before 16:00.

Notice of attendance is submitted by regular mail to Beijer Ref AB, “AGM”, c/o Computershare AB, P.O. Box 5267, SE-102 46 Stockholm, Sweden, by email to proxy@computershare.se, by telephone +46 (0)771 24 64 00, or through the company’s website, https://www.beijerref.com/annual-general-meeting-2024/. The notice of attendance shall include name of shareholder, personal or corporate identity number, address, telephone number, and if relevant, name of proxy holder and number of any assistants (not more than two); and/or

(ii)                   in the event of exercising voting rights by postal voting: give notice hereof by submitting its postal vote to the company no later than by 17 April 2024, kindly before 16:00.

A special form shall be used for postal voting. The form is available on the company’s website, https://www.beijerref.com/annual-general-meeting-2024/. The completed and signed form shall be sent to Beijer Ref by regular mail to Beijer Ref AB, “AGM”, c/o Computershare AB, P.O. Box 5267, SE-102 46 Stockholm, Sweden or by e-mail to proxy@computershare.se. Shareholders may also cast their votes electronically by verifying with BankID via the company’s website, https://www.beijerref.com/annual-general-meeting-2024/.

A shareholder who wishes to attend the AGM venue in person or by proxy must give notice of this in accordance with the instructions in (i) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the AGM venue.

If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy and submitted to the company. A proxy form is available on the company’s website, https://www.beijerref.com/annual-general-meeting-2024/. Further, if the shareholder is a legal entity, a registration certificate or other authorisation document must be submitted to the company. In order to facilitate the registration process, proxies and registration certificates and any other authorisation documents is requested to be received by the company at the above address in connection with submitting the notice of attendance or postal vote.

The shareholder may not provide a postal vote with specific instructions or conditions. If so, the entire vote is invalid. Further instructions and conditions are included in the form for postal voting.

Shareholders whose shares are nominee-registered must temporarily re-register their shares in their own name in the shareholders’ register maintained by Euroclear Sweden AB in order to participate in the AGM (so called voting rights registration). The shareholders’ register as of the record date 15 April 2024 will include voting rights registrations made no later than 17 April 2024. Therefore, shareholders must, in accordance with the respective nominee's routines, in due time before said date request their nominee to carry out such voting rights registration.

B. AGENDA FOR THE MEETING

PROPOSAL FOR AGENDA

1.                    Election of the chairperson of the meeting

2.                    Drawing up and approval of the voting register

3.                    Approval of the agenda

4.                    Election of two persons to attest the minutes

5.                    Determination that the meeting has been duly convened

6.                    Address by the CEO

7.                    Presentation of the annual accounts and audit report of the company and the group, and the statement by the auditor on the compliance of the guidelines for remuneration to senior executives

8.                    Resolution regarding:

                       (a) adoption of the profit and loss account and balance sheet of the company and of the consolidated profit and loss account and consolidated balance sheet of the group

                       (b) allocation of the company’s profit or loss in accordance with the adopted balance sheet and determination of record date for dividend

                       (c) approval of the remuneration report

                       (d) discharge from liability for the members of the board of directors and the managing director

9.                    Determination of the number of board members

10.                  Determination of the remuneration to the board members elected by the general meeting

11.                  Determination of remuneration to the auditors

12.                  Election of board members

                       (a) Per Bertland (re-election)

                       (b) Nathalie Delbreuve (re-election)

                       (c) Albert Gustafsson (re-election)

                       (d) Kerstin Lindvall (re-election)

                       (e) Joen Magnusson (re-election)

                       (f) Frida Norrbom Sams (re-election)

                       (g) William Striebe (re-election)

                       (h) Kate Swann (re-election)

                       (i) Kate Swann as the chairperson of the board (re-election)

13.                  Election of auditors

14.                  Resolution on instructions for the Nomination Committee

15.                  Resolution to authorise the board of directors to resolve on a new share issue

16.                  Resolution on (A) implementation of a long-term share-based incentive program LTI 2024, (B) acquisition and transfer of own shares, alternatively (C) other hedging measures

17.                  Closing of the Meeting

PROPOSALS

Item 2 - Drawing up and approval of the voting register

The voting list proposed for approval is the voting list drawn up by Computershare AB on behalf of the company, based on the Annual General Meeting's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.

Item 8 (b) - Dividend

From the available unappropriated earnings of SEK 15,342,626,017, dividend shall be paid in the total amount of SEK 1.30 per share. Payment shall be made in two instalments of SEK 0.65 per share for the first instalment and SEK 0.65 per share for the second instalment. It is proposed that the record date for the first instalment be 25 April 2024 and for the second instalment 25 October 2024. If the Annual General Meeting resolves to accept this proposal, the first instalment will be due to be paid from Euroclear on 30 April 2024 and the second instalment on 30 October 2024.

Item 1, 9 -13 – Election and fees

The Election Committee, consisting of the chairperson of the Election Committee Juho Frilander (EQT), Joen Magnusson (own and related holdings), Per Bertland (own and related holdings), Patrica Hedelius (AMF Tjänstepension och Fonder) and the chairperson of the board Kate Swann, has submitted the following proposals.

Item 1 - The Election Committee proposes the lawyer Madeleine Rydberger, as chairperson of the Annual General Meeting.

Item 9 - The board of directors shall consist of eight members and no deputy board members.

Item 10 - Fees shall be paid in the amount of SEK 925,000 to the chairperson of the board and SEK 450,000 to each of the members of the board. Fees paid to the Audit Committee of the board of directors will be the additional amount of SEK 220,000 to the chairperson of the Committee and SEK 140,000 to the members of the Committee. Fees paid to the Remuneration Committee of the board of directors will be the additional amount of SEK 110,000 to the chairperson of the Committee and SEK 60,000 to the members of the Remuneration Committee.

Item 11 - The auditors’ fees shall be paid according to approved invoice.

Item 12 - Per Bertland, Nathalie Delbreuve, Albert Gustafsson, Kerstin Lindvall, Joen Magnusson, Frida Norrbom Sams, William Striebe and Kate Swann shall be re-elected as members of the board of directors, until the end of the next Annual General Meeting. Kate Swann shall be re-elected as chairperson of the board of directors.

Further information about the proposed board members can be found on the company’s website https://www.beijerref.com/.

Item 13 - The registered accounting firm Deloitte AB shall be re-elected for a term of office to last until the end of the following Annual General Meeting. If the proposed auditing company is elected, it has been informed that the authorised auditor Richard Peters will be the auditor in charge.

Item 14 - Resolution on instructions for the Nomination Committee

The nomination committee shall comprise of five (5) members. During September the chairperson of the board shall contact the five largest shareholders in terms of votes regarding the formation of a nomination committee. If any of the five largest shareholders in terms of votes decides to waive its right to appoint a member of the nomination committee, or may otherwise be considered to have waived such right, the right shall pass to the shareholder who, after these five shareholders, has the largest shareholding in the company in terms of votes. The names of the members of the nomination committee, and the names of the shareholders having appointed the members, shall be published no later than six months prior to the annual general meeting and be based upon the known shareholding as per the last trading day in August. The nomination committee is appointed for a term of office commencing at the time of the announcement of its composition and ending when a new nomination committee is formed. Unless the committee members agree otherwise, the chairperson of the nomination committee shall be the member appointed by the largest shareholder in terms of votes. The committee forms a quorum when more than half of its members are present. The nomination committee has the right to co-opt the chairperson of the board.

If during the nomination committee's term of office one or more of the shareholders that have appointed members to the nomination committee are no longer among the largest shareholders in terms of votes, then the members appointed by these shareholders shall resign their positions and the shareholder or shareholders who have become among the largest shareholders in terms of votes shall be offered the opportunity to appoint members to the nomination committee. Unless there is special cause, no changes shall be made to the composition of the nomination committee if only minor changes in shareholding have been made, or if the changes take place later than two months prior to the time when the notice to the general meeting is to be announced.

Shareholders who appoint members to the nomination committee have the right to dismiss their member and appoint a new one. Equally, the shareholder whose member requests to leave the committee before its work is completed has the right to replace such a member. Changes to the composition of the nomination committee shall be published as soon as they take place.

The nomination committee shall produce proposals for the following items to be resolved by the annual general meeting:

  • proposal for chairperson of the meeting,
  • proposal for number of board members,
  • proposal for nomination of board members and chairperson of the board,
  • proposal for nomination of auditors,
  • proposal for fees to the board of directors and its committees,
  • proposal for fees to auditors, and
  • review and, if necessary, proposals for new instructions to the nomination committee.

The nomination committee shall make available the requisite information to Beijer Ref so that Beijer Ref can meet the information requirements of the Swedish corporate governance code. Furthermore, the nomination committee shall in performing its duties meet the requirements set by the Swedish corporate governance code for nomination committees, and Beijer Ref shall at the request of the nomination committee provide staff resources, such as secretary of the nomination committee, in order to facilitate the committee's work. If so required, Beijer Ref shall also pay reasonable costs for external consultants and similar which are considered necessary by the nomination committee for it to perform its duties.

These instructions apply until the general meeting resolves otherwise.

Item 15 - Resolution to authorise the board of directors to resolve on a new share issue

The board of directors proposes that the general meeting authorise the board of directors to, on one or more occasions during the period up to the next Annual General Meeting, resolve to issue as many new shares as correspond to a maximum of 10 percent of the company’s total number of shares at the time of the resolution. The share issue may be with or without deviation from the shareholders’ preferential rights, by payment in cash, by contribution in kind or by set-off.

The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential right is to pursue the company's acquisition strategy by enabling acquisitions by payment in Beijer Ref shares (contribution in kind) or flexibility in the financing of acquisitions. The share issue price shall be determined in accordance with market conditions, which may include customary discounts. Other terms may be resolved by the board of directors.

The board of directors, or anyone appointed by the board of directors, shall be authorised to make such minor adjustments of the resolution that may be necessary in connection with registration with the Swedish Companies Registration Office.

The proposal is subject to the support of shareholders representing at least two-thirds of the votes cast and the shares represented at the meeting.

Item 16 - Resolution on (A) implementation of a long-term share-based incentive program LTI 2024, (B) acquisition and transfer of own shares, alternatively (C) other hedging measures

The board of directors of Beijer Ref AB (“Beijer Ref”) proposes that the annual general meeting 2024 resolves to establish a long-term share-based incentive program (“LTI 2024” or the “Program”) for group management and other key individuals with the Beijer Ref group of companies (the “Group”).

The board of directors has, in consultation with external advisors, conducted a detailed evaluation of previous incentive programs and alternative programs, as well as analysed and compared programs of other public companies. Based on this evaluation, the board of directors has proposed a new incentive program as follows.

LTI 2024 is a performance-based incentive program with an element of personal financial investment. The performance targets used to assess the outcome of the Program is growth in profit per share, which has a clear link to the long-term interests of the shareholders. The overall purpose of LTI 2024 is to strengthen the company’s growth by motivating and retaining personnel with key competence.

The board of directors is of the opinion that recurring long-term incentive programs are an important part of the Group’s total remuneration package and therefore intends to annually propose incentive programs for approval by the annual general meeting.

(A) Resolution on the establishment of LTI 2024

LTI 2024 is proposed to include the group management (currently 8 persons) and approximately 140 additional key individuals within the Group.

LTI 2024 comprises a maximum of 550,000 B-shares in Beijer Ref which may be transferred to participants based on performance targets under the terms and conditions of the Program and as dividend compensation in accordance with the terms and conditions of the Program and/or which may be transferred on the market, in order to, in terms of liquidity, hedge costs for the Program, mainly social security contributions and cash settlement in certain countries.

Participants and own investment

In order to be entitled to participate in LTI 2024, the participants are required to acquire and allocate own B-shares in Beijer Ref to the Program or allocate shares already held by the participant to the Program (hereinafter referred to as “Investment Shares”), as set out below.

For each Investment Share, the company will allocate a maximum number of so-called performance share rights, corresponding to the same number of underlying B-shares in Beijer Ref. Allocated performance share rights are vested during the duration of the Program based on achieved performance targets. The vested number of performance share rights at the end of the program entitles the holder to receive a corresponding number of B shares in Beijer Ref, free of charge, as follows.

Own Investment Shares may be allocated to LTI 2024 during the period 2 May 2024 – 31 May 2024 (the “Investment Period”). If a participant enter into employment after the Investment Period or if a participant possesses inside information and is therefore prevented from acquiring Investment Shares during the Investment Period, the board of directors shall be entitled to extend or postpone the Investment Period in individual cases, however no later than 31 December 2024.

LTI 2024 shall include the following employee categories and the participant may allocate a maximum of the following number of Investment Shares to LTI 2024. Based on the number of Investment Shares, the participant receives the following allocation of a certain number of performance share rights per Investment Share. At the time of this proposal, the maximum number of Investment Shares corresponds in value to approximately 6-10 per cent of the executive’s fixed annual salary.

PositionMaximum number of Investment Shares (per participant)Allocated performance share rights per Investment Share / Total CEO (1 person) 7,400 9 / 66,600 Part of group management and other key individuals (category A)
(around 5 individuals) 1,775 7.5 / 13,313 Part of group management and other key individuals (category B)
(around 15 individuals) 900 7.5 / 6,750 Other key individuals (category C)
(around 24 individuals) 800 6 / 4,800 Other key individuals (category D)(around 40 individuals) 525 4.5 / 2,363 Other key individuals (category E)(around 65 individuals) 350 3 / 1,050

Performance targets and vesting

Allocated performance share rights are subject to vesting during the term of the Program, with duration up to and including the date of Beijer Ref’s annual general meeting 2026 and annual general meeting 2027, respectively. Allocated shares, together with any dividend compensation as described below, will be distributed to the participant after the annual general meeting 2026 (relating to the financial years 2024 and 2025 and the measurement period 2024–2025) and after the annual general meeting 2027 (relating to the financial year 2026 and the measurement period 2024–2026).

The number of allocated performance share rights that may be vested depends on the growth of profit per share based on established growth targets for each financial year. Profit per share for a given financial year refer to profit per share after dilution excluding items affecting comparability. Prior to the start of the Investment Period, the board of directors will decide on performance targets as described above. This takes place in the form of a minimum target level and a stretch target level for the profit per share, relating to (i) each of the financial years 2024, 2025 and 2026, (ii) a minimum target level and stretch target level for profit per share for the period 2024–2025 (based on the targets per financial year), and (iii) a minimum target level and stretch target level for profit per share for the entire period 2024–2026 (based on the targets per financial year).

If the minimum target level for any measurement period is not reached, no performance share rights shall be vested. If the stretch target level for a financial year is reached, one third of the total number of allocated performance share rights shall be vested. If the stretch target level for the measurement period 2024–2025 is reached, two thirds of the total number of allocated performance share rights shall be vested. If the stretch target level for the entire measurement period 2024–2026 is achieved, the entire number of allocated performance share rights shall be vested. If the outcome falls between the minimum and stretch target level in any case, the profit shall be calculated linearly. The participant’s individual vesting of allocated performance share rights is thereby determined as the highest of (i) the outcome for each individual financial year 2024 and 2025 compared to the entire measurement period 2024–2025, and (ii) in addition, the outcome for the financial year 2026 compared to the entire measurement period 2024–2026, minus the vesting paid out for the financial years 2024–2025.

Receiving B-shares in Beijer Ref

Each performance share right vested entitles the participant to receive allotment and payment of one share of series B in Beijer Ref, free of charge. The number of vested performance share rights and the corresponding allotment of shares is determined by the board of directors in connection with the company’s year-end report for 2025 and 2026, respectively, based on the terms and conditions of the Program, but subject to continued vesting up to and including the annual general meeting 2026 and annual general meeting 2027, respectively. In addition, a dividend compensation is received corresponding to the share dividend during respective vesting period on the allotted number of shares up to and including the time of payment. The company shall have the right to pay the dividend compensation in cash or in shares of series B, where the number of shares is determined based on the closing price during the first day the share is traded without the right to (first) dividend in 2025, 2026 and 2027, respectively.

Example: An employee in category C has invested in and allocated 810 Investment Shares to LTI 2024. The employee can thus vest a maximum of 4,860 performance share rights, either a maximum of 1,620 per financial year 2024 and 2025 or a maximum of 3,340 for the period 2024–2025 and in addition a maximum of 1,620 for the financial year 2026 or a maximum of 4,860 for the period 2024–2026, with deductions for what has previously been vested and paid out for the financial years 2024 and 2025.

The reason why the vesting period is partly less than three years is to facilitate motivation for employees to invest or reinvest from previous LTI-programs and to create strong incentives for the performance targets for the financial years 2024 and 2025 and thereby achieve a high level of participation.

A condition for receiving allotment and payment of shares is that the Participant has retained all of his/her Investment Shares up to and including the annual general meeting 2026 and the annual general meeting 2027, respectively, and at such dates remains employed by the Group and has not terminated his/her employment (with customary exceptions).

The number of B shares that each performance share right may entitle the participant to receive shall be subject to recalculation due to corporate events such as new issues, splits, mergers or similar dispositions.

Performance share rights are not transferable or possible to pledge.

Preparation and administration

The board of directors shall be responsible for preparing the details of the terms and conditions of LTI 2024, in accordance with the mentioned terms and guidelines.

The board of directors shall be entitled to make reasonable adjustments to meet specific regulations or market conditions abroad, such as deviating from the investment requirement and/or offering cash settlement to participants. To this end, the board of directors shall have the right to implement an alternative incentive arrangement for employees in such countries where participation in LTI 2024 is not appropriate, whereby the alternative arrangement shall, as far as practically possible, correspond to the terms and conditions of LTI 2024. The board of directors shall also be entitled to make other reasonable adjustments if there are significant changes in the Group’s operations including M&A that would entail that the decided terms and conditions under LTI 2024 are no longer appropriate. Such adjustments also include the right for the board of directors to resolve on a reduction of the allocation of shares if, taking into account Beijer Ref’s results and financial position, the Group’s development in general and the conditions on the stock market, the allocation would be clearly unreasonable.

In the event that the board of directors considers that delivery of shares under LTI 2024 in any individual case cannot be made at reasonable costs, with reasonable administrative efforts or due to specific market conditions or specific rules, participants may instead be offered cash settlement.

Participation in LTI 2024 requires that the participation can legally take place and that the participation, according to Beijer Ref’s assessment, can be carried out with reasonable costs.

In the event of a public takeover bid, sale of the company’s business, liquidation, merger or similar events, the board of directors shall be entitled to resolve that the performance share rights shall be (fully or partially) vested and shares allotted in connection with the completion of such transaction. The board of directors shall make this decision based on the level of achievement of the performance targets, the remaining duration of the Program and other factors deemed relevant by the board of directors.

Scope and cost of the program

LTI 2024 comprises a maximum of 550,000 shares of series B which corresponds to approximately 0.11 percent of the total outstanding shares in the company.

The costs for LTI 2024, which are reported in the income statement, are calculated in accordance with the accounting standard IFRS 2 and UFR 7 and are accrued over the vesting period. The calculation has been carried out with the following assumptions: (i) a share price for Beijer Ref’s B-shares of SEK 135.10 upon implementation of the program (corresponding to the closing price on 18 March 2024), (ii) an annual share price increase for Beijer Ref’s B-share of 10 per cent per year, (iii) an annual dividend based on the consensus estimate 2024–2026, (iv) full participation in the program and (v) average social security contributions of 25 per cent. Furthermore, assuming an average achievement of the performance targets of 50 per cent and an annual employee turnover of 10 per cent, this entails an estimated accounting cost for LTI 2024 of approximately SEK 27.7 million, of which approximately SEK 8.8 million relates to social security contributions. At maximum fulfillment of the performance targets and an annual share price increase of 20 per cent, the corresponding cost is approximately SEK 55.4 million, of which SEK 21.2 million relates to social security contributions. In the scenarios described, LTI 2024 would affect profit per share by SEK -0.02 and SEK -0.04 per share, respectively on pro forma basis for 2023.

The board of directors intends to present fulfilment of performance-based conditions in its future Annual Reports and Remuneration Reports.

The board of directors considers that the positive results expected to arise from executives and other key individuals increasing their shareholding through LTI 2024 outweigh the costs attributable to LTI 2024.

Hedging measures and dilution

The board of directors proposes that the general meeting as a main alternative resolves that the company’s obligations in connection with LTI 2024 are fulfilled through acquisition and transfer of own shares in accordance with item (B) below. In the event that the required majority for item (B) below cannot be met, the board of directors proposes that Beijer Ref shall be able to enter into so-called share swap agreement with a third party, in accordance with item (C) below. None of the hedging alternatives entail an increase in the number of shares in the company and consequently no dilution effect in the number of issued shares will arise for existing shareholders.

(B) Resolution on authorisation for the board of directors to resolve on acquisition of own shares and transfer of own shares to participants in the Program.

(i) Acquisition of own shares

In order to ensure Beijer Ref’s delivery of shares to participants in both LTI 2024 and any future incentive programs, as well as to secure the payment of future social security contributions attributable to the delivery of shares, the board of directors proposes that the annual general meeting resolves to authorise the board of directors to acquire a maximum of 550,000 shares of series B in the company before the annual general meeting 2025. Acquisitions shall take place at Nasdaq Stockholm in accordance with Nasdaq Stockholm’s rulebook at a price within the price range registered at any time. Acquisitions shall be paid for in cash and may take place on one or several occasions.

(ii) Transfer of repurchased shares to participants in the Program

In the view of LTI 2024, the board of directors proposes that the annual general meeting resolves to transfer shares in Beijer Ref as follows. A maximum of 550,000 B-shares may be transferred. The right to acquire B-shares shall, with deviation from the preferential rights of the shareholders, be granted to the persons participating in LTI 2024, with the right for each participant to acquire a maximum number of shares that follows from the terms and conditions of LTI 2024. Transfer of B-shares to participants in LTI 2024 shall be made free of charge at the time and on the terms and conditions of LTI 2024 that participants in LTI 2024 are entitled to be allotted shares. The number of shares that may be transferred shall be recalculated in the event of an intervening bonus issue, share split, rights issue and similar corporate actions.

The transfer of own shares is part of the proposed LTI 2024 and the board of directors considers it to be beneficial to the company and the shareholders that participants in the Program are offered the opportunity to become shareholders in the company under the terms and conditions of LTI 2024.

Since LTI 2024 is initially not expected to give rise to a need for cash settlement or payment of social security contributions, the board of directors has decided not to propose to the annual general meeting 2024 to resolve on transfers of own shares on a regulated market to secure such payments in terms of liquidity. However, before any transfers of Beijer Ref shares take place to participants in LTI 2024, the board of directors may propose to a later general meeting to resolve that transfers may be made of own shares on a regulated market to secure such payments.

(C) Share swap agreement with a third party

The board of directors proposes that the general meeting, in the event that a sufficient majority according to item (B) above cannot be met, resolves to hedge the financial exposure that LTI 2024 is expected to entail by Beijer Ref being able to enter into a so-called share swap agreement with third party on market terms, whereby the third party in its own name shall be able to acquire and transfer shares in Beijer Ref to the participants.

***

For a description of the company’s other ongoing incentive programs, please refer to note 6 in the annual report for 2023 and the board’s remuneration report for 2023. In addition to the programs described therein, there are no other long-term incentive programs in the company.

LTI 2024 has been initiated by Beijer Ref’s board of directors and remuneration committee in consultation with major shareholders and has been prepared in consultation with external advisors based on an evaluation of previous incentive programs. LTI 2024 has been prepared by the remuneration committee and discussed at board meetings.

The resolution of the meeting under item (A) above requires a majority of more than half of the votes cast. For a valid resolution under item (B) above, the resolution must be supported by shareholders holding at least nine tenths of both the votes cast and the shares represented at the meeting. A valid resolution in accordance with the proposal under item (C) above requires a majority of more than half of the votes cast.

The resolution of the meeting on LTI 2024 under item (A) above is conditional upon the general meeting either resolving in accordance with the board of directors’ proposal under item (B) above or in accordance with the board of directors’ proposal under item (C) above.

C. AVAILABLE DOCUMENTS ETC

The Election Committee’s reasoned statement, proxy form and postal voting form are available at the company’s website, https://www.beijerref.com/annual-general-meeting-2024/. The accounting documents, the auditors’ report and other documents to be held available for shareholders according to the Swedish Companies Act, will be available at the company and on the company’s website no later than three weeks before the AGM. The documents will be distributed free of charge to shareholders who so request and state their postal address.

At the time of publication of this notice, the total number of shares in the company is 509,085,926 representing a total of 760,691,366 votes, of which 27,956,160 are shares of series A, representing 279,561,600 votes, and 481,129,766 are shares of series B, representing an equal amount of votes, of which 2,275,000 shares of series B are held by the company which may not be represented at the meeting.

D. SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

The board of directors and the managing director shall, if any shareholder so requests, and if the board of directors considers that this can be done without significant harm for the company, give information on circumstances that may affect the judgement of an item on the agenda, circumstances that may affect the judgement of the company’s or subsidiary’s financial situation and the company's relationship with other group companies.

E. PROCESSING OF PERSONAL DATA

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

_________________________

Malmö, March 2024

The Board of Directors

Beijer Ref AB (publ)

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The shareholders of Beijer Ref AB (publ), corporate ID no. 556040-8113, are hereby invited to the Annual General Meeting (the “AGM”) to be held on 23 April 2024, at 15.00 at Glasklart, Dockplatsen 1, in Malmö, Sweden. Registration for the AGM will begin at 14.30.

The board of directors has resolved, in accordance with the provisions of the company’s Articles of Association, that shareholders may exercise voting rights in advance by so-called postal voting.

A. RIGHT TO PARTICIPATE, NOTIFICATION OF ATTENDANCE AND POSTAL VOTING

A shareholder who wishes to attend the AGM venue or who wishes to exercise its voting rights by postal voting, must be recorded in the share register maintained by Euroclear Sweden AB as per 15 April 2024; and must

(i)                    in the event of participation at the AGM venue: give notice of attendance to the company no later than by 17 April 2024, kindly before 16:00.

Notice of attendance is submitted by regular mail to Beijer Ref AB, “AGM”, c/o Computershare AB, P.O. Box 5267, SE-102 46 Stockholm, Sweden, by email to proxy@computershare.se, by telephone +46 (0)771 24 64 00, or through the company’s website, https://www.beijerref.com/annual-general-meeting-2024/. The notice of attendance shall include name of shareholder, personal or corporate identity number, address, telephone number, and if relevant, name of proxy holder and number of any assistants (not more than two); and/or

(ii)                   in the event of exercising voting rights by postal voting: give notice hereof by submitting its postal vote to the company no later than by 17 April 2024, kindly before 16:00.

A special form shall be used for postal voting. The form is available on the company’s website, https://www.beijerref.com/annual-general-meeting-2024/. The completed and signed form shall be sent to Beijer Ref by regular mail to Beijer Ref AB, “AGM”, c/o Computershare AB, P.O. Box 5267, SE-102 46 Stockholm, Sweden or by e-mail to proxy@computershare.se. Shareholders may also cast their votes electronically by verifying with BankID via the company’s website, https://www.beijerref.com/annual-general-meeting-2024/.

A shareholder who wishes to attend the AGM venue in person or by proxy must give notice of this in accordance with the instructions in (i) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the AGM venue.

If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy and submitted to the company. A proxy form is available on the company’s website, https://www.beijerref.com/annual-general-meeting-2024/. Further, if the shareholder is a legal entity, a registration certificate or other authorisation document must be submitted to the company. In order to facilitate the registration process, proxies and registration certificates and any other authorisation documents is requested to be received by the company at the above address in connection with submitting the notice of attendance or postal vote.

The shareholder may not provide a postal vote with specific instructions or conditions. If so, the entire vote is invalid. Further instructions and conditions are included in the form for postal voting.

Shareholders whose shares are nominee-registered must temporarily re-register their shares in their own name in the shareholders’ register maintained by Euroclear Sweden AB in order to participate in the AGM (so called voting rights registration). The shareholders’ register as of the record date 15 April 2024 will include voting rights registrations made no later than 17 April 2024. Therefore, shareholders must, in accordance with the respective nominee's routines, in due time before said date request their nominee to carry out such voting rights registration.

B. AGENDA FOR THE MEETING

PROPOSAL FOR AGENDA

1.                    Election of the chairperson of the meeting

2.                    Drawing up and approval of the voting register

3.                    Approval of the agenda

4.                    Election of two persons to attest the minutes

5.                    Determination that the meeting has been duly convened

6.                    Address by the CEO

7.                    Presentation of the annual accounts and audit report of the company and the group, and the statement by the auditor on the compliance of the guidelines for remuneration to senior executives

8.                    Resolution regarding:

                       (a) adoption of the profit and loss account and balance sheet of the company and of the consolidated profit and loss account and consolidated balance sheet of the group

                       (b) allocation of the company’s profit or loss in accordance with the adopted balance sheet and determination of record date for dividend

                       (c) approval of the remuneration report

                       (d) discharge from liability for the members of the board of directors and the managing director

9.                    Determination of the number of board members

10.                  Determination of the remuneration to the board members elected by the general meeting

11.                  Determination of remuneration to the auditors

12.                  Election of board members

                       (a) Per Bertland (re-election)

                       (b) Nathalie Delbreuve (re-election)

                       (c) Albert Gustafsson (re-election)

                       (d) Kerstin Lindvall (re-election)

                       (e) Joen Magnusson (re-election)

                       (f) Frida Norrbom Sams (re-election)

                       (g) William Striebe (re-election)

                       (h) Kate Swann (re-election)

                       (i) Kate Swann as the chairperson of the board (re-election)

13.                  Election of auditors

14.                  Resolution on instructions for the Nomination Committee

15.                  Resolution to authorise the board of directors to resolve on a new share issue

16.                  Resolution on (A) implementation of a long-term share-based incentive program LTI 2024, (B) acquisition and transfer of own shares, alternatively (C) other hedging measures

17.                  Closing of the Meeting

PROPOSALS

Item 2 - Drawing up and approval of the voting register

The voting list proposed for approval is the voting list drawn up by Computershare AB on behalf of the company, based on the Annual General Meeting's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.

Item 8 (b) - Dividend

From the available unappropriated earnings of SEK 15,342,626,017, dividend shall be paid in the total amount of SEK 1.30 per share. Payment shall be made in two instalments of SEK 0.65 per share for the first instalment and SEK 0.65 per share for the second instalment. It is proposed that the record date for the first instalment be 25 April 2024 and for the second instalment 25 October 2024. If the Annual General Meeting resolves to accept this proposal, the first instalment will be due to be paid from Euroclear on 30 April 2024 and the second instalment on 30 October 2024.

Item 1, 9 -13 – Election and fees

The Election Committee, consisting of the chairperson of the Election Committee Juho Frilander (EQT), Joen Magnusson (own and related holdings), Per Bertland (own and related holdings), Patrica Hedelius (AMF Tjänstepension och Fonder) and the chairperson of the board Kate Swann, has submitted the following proposals.

Item 1 - The Election Committee proposes the lawyer Madeleine Rydberger, as chairperson of the Annual General Meeting.

Item 9 - The board of directors shall consist of eight members and no deputy board members.

Item 10 - Fees shall be paid in the amount of SEK 925,000 to the chairperson of the board and SEK 450,000 to each of the members of the board. Fees paid to the Audit Committee of the board of directors will be the additional amount of SEK 220,000 to the chairperson of the Committee and SEK 140,000 to the members of the Committee. Fees paid to the Remuneration Committee of the board of directors will be the additional amount of SEK 110,000 to the chairperson of the Committee and SEK 60,000 to the members of the Remuneration Committee.

Item 11 - The auditors’ fees shall be paid according to approved invoice.

Item 12 - Per Bertland, Nathalie Delbreuve, Albert Gustafsson, Kerstin Lindvall, Joen Magnusson, Frida Norrbom Sams, William Striebe and Kate Swann shall be re-elected as members of the board of directors, until the end of the next Annual General Meeting. Kate Swann shall be re-elected as chairperson of the board of directors.

Further information about the proposed board members can be found on the company’s website https://www.beijerref.com/.

Item 13 - The registered accounting firm Deloitte AB shall be re-elected for a term of office to last until the end of the following Annual General Meeting. If the proposed auditing company is elected, it has been informed that the authorised auditor Richard Peters will be the auditor in charge.

Item 14 - Resolution on instructions for the Nomination Committee

The nomination committee shall comprise of five (5) members. During September the chairperson of the board shall contact the five largest shareholders in terms of votes regarding the formation of a nomination committee. If any of the five largest shareholders in terms of votes decides to waive its right to appoint a member of the nomination committee, or may otherwise be considered to have waived such right, the right shall pass to the shareholder who, after these five shareholders, has the largest shareholding in the company in terms of votes. The names of the members of the nomination committee, and the names of the shareholders having appointed the members, shall be published no later than six months prior to the annual general meeting and be based upon the known shareholding as per the last trading day in August. The nomination committee is appointed for a term of office commencing at the time of the announcement of its composition and ending when a new nomination committee is formed. Unless the committee members agree otherwise, the chairperson of the nomination committee shall be the member appointed by the largest shareholder in terms of votes. The committee forms a quorum when more than half of its members are present. The nomination committee has the right to co-opt the chairperson of the board.

If during the nomination committee's term of office one or more of the shareholders that have appointed members to the nomination committee are no longer among the largest shareholders in terms of votes, then the members appointed by these shareholders shall resign their positions and the shareholder or shareholders who have become among the largest shareholders in terms of votes shall be offered the opportunity to appoint members to the nomination committee. Unless there is special cause, no changes shall be made to the composition of the nomination committee if only minor changes in shareholding have been made, or if the changes take place later than two months prior to the time when the notice to the general meeting is to be announced.

Shareholders who appoint members to the nomination committee have the right to dismiss their member and appoint a new one. Equally, the shareholder whose member requests to leave the committee before its work is completed has the right to replace such a member. Changes to the composition of the nomination committee shall be published as soon as they take place.

The nomination committee shall produce proposals for the following items to be resolved by the annual general meeting:

  • proposal for chairperson of the meeting,
  • proposal for number of board members,
  • proposal for nomination of board members and chairperson of the board,
  • proposal for nomination of auditors,
  • proposal for fees to the board of directors and its committees,
  • proposal for fees to auditors, and
  • review and, if necessary, proposals for new instructions to the nomination committee.

The nomination committee shall make available the requisite information to Beijer Ref so that Beijer Ref can meet the information requirements of the Swedish corporate governance code. Furthermore, the nomination committee shall in performing its duties meet the requirements set by the Swedish corporate governance code for nomination committees, and Beijer Ref shall at the request of the nomination committee provide staff resources, such as secretary of the nomination committee, in order to facilitate the committee's work. If so required, Beijer Ref shall also pay reasonable costs for external consultants and similar which are considered necessary by the nomination committee for it to perform its duties.

These instructions apply until the general meeting resolves otherwise.

Item 15 - Resolution to authorise the board of directors to resolve on a new share issue

The board of directors proposes that the general meeting authorise the board of directors to, on one or more occasions during the period up to the next Annual General Meeting, resolve to issue as many new shares as correspond to a maximum of 10 percent of the company’s total number of shares at the time of the resolution. The share issue may be with or without deviation from the shareholders’ preferential rights, by payment in cash, by contribution in kind or by set-off.

The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential right is to pursue the company's acquisition strategy by enabling acquisitions by payment in Beijer Ref shares (contribution in kind) or flexibility in the financing of acquisitions. The share issue price shall be determined in accordance with market conditions, which may include customary discounts. Other terms may be resolved by the board of directors.

The board of directors, or anyone appointed by the board of directors, shall be authorised to make such minor adjustments of the resolution that may be necessary in connection with registration with the Swedish Companies Registration Office.

The proposal is subject to the support of shareholders representing at least two-thirds of the votes cast and the shares represented at the meeting.

Item 16 - Resolution on (A) implementation of a long-term share-based incentive program LTI 2024, (B) acquisition and transfer of own shares, alternatively (C) other hedging measures

The board of directors of Beijer Ref AB (“Beijer Ref”) proposes that the annual general meeting 2024 resolves to establish a long-term share-based incentive program (“LTI 2024” or the “Program”) for group management and other key individuals with the Beijer Ref group of companies (the “Group”).

The board of directors has, in consultation with external advisors, conducted a detailed evaluation of previous incentive programs and alternative programs, as well as analysed and compared programs of other public companies. Based on this evaluation, the board of directors has proposed a new incentive program as follows.

LTI 2024 is a performance-based incentive program with an element of personal financial investment. The performance targets used to assess the outcome of the Program is growth in profit per share, which has a clear link to the long-term interests of the shareholders. The overall purpose of LTI 2024 is to strengthen the company’s growth by motivating and retaining personnel with key competence.

The board of directors is of the opinion that recurring long-term incentive programs are an important part of the Group’s total remuneration package and therefore intends to annually propose incentive programs for approval by the annual general meeting.

(A) Resolution on the establishment of LTI 2024

LTI 2024 is proposed to include the group management (currently 8 persons) and approximately 140 additional key individuals within the Group.

LTI 2024 comprises a maximum of 550,000 B-shares in Beijer Ref which may be transferred to participants based on performance targets under the terms and conditions of the Program and as dividend compensation in accordance with the terms and conditions of the Program and/or which may be transferred on the market, in order to, in terms of liquidity, hedge costs for the Program, mainly social security contributions and cash settlement in certain countries.

Participants and own investment

In order to be entitled to participate in LTI 2024, the participants are required to acquire and allocate own B-shares in Beijer Ref to the Program or allocate shares already held by the participant to the Program (hereinafter referred to as “Investment Shares”), as set out below.

For each Investment Share, the company will allocate a maximum number of so-called performance share rights, corresponding to the same number of underlying B-shares in Beijer Ref. Allocated performance share rights are vested during the duration of the Program based on achieved performance targets. The vested number of performance share rights at the end of the program entitles the holder to receive a corresponding number of B shares in Beijer Ref, free of charge, as follows.

Own Investment Shares may be allocated to LTI 2024 during the period 2 May 2024 – 31 May 2024 (the “Investment Period”). If a participant enter into employment after the Investment Period or if a participant possesses inside information and is therefore prevented from acquiring Investment Shares during the Investment Period, the board of directors shall be entitled to extend or postpone the Investment Period in individual cases, however no later than 31 December 2024.

LTI 2024 shall include the following employee categories and the participant may allocate a maximum of the following number of Investment Shares to LTI 2024. Based on the number of Investment Shares, the participant receives the following allocation of a certain number of performance share rights per Investment Share. At the time of this proposal, the maximum number of Investment Shares corresponds in value to approximately 6-10 per cent of the executive’s fixed annual salary.

PositionMaximum number of Investment Shares (per participant)Allocated performance share rights per Investment Share / Total CEO (1 person) 7,400 9 / 66,600 Part of group management and other key individuals (category A)
(around 5 individuals) 1,775 7.5 / 13,313 Part of group management and other key individuals (category B)
(around 15 individuals) 900 7.5 / 6,750 Other key individuals (category C)
(around 24 individuals) 800 6 / 4,800 Other key individuals (category D)(around 40 individuals) 525 4.5 / 2,363 Other key individuals (category E)(around 65 individuals) 350 3 / 1,050

Performance targets and vesting

Allocated performance share rights are subject to vesting during the term of the Program, with duration up to and including the date of Beijer Ref’s annual general meeting 2026 and annual general meeting 2027, respectively. Allocated shares, together with any dividend compensation as described below, will be distributed to the participant after the annual general meeting 2026 (relating to the financial years 2024 and 2025 and the measurement period 2024–2025) and after the annual general meeting 2027 (relating to the financial year 2026 and the measurement period 2024–2026).

The number of allocated performance share rights that may be vested depends on the growth of profit per share based on established growth targets for each financial year. Profit per share for a given financial year refer to profit per share after dilution excluding items affecting comparability. Prior to the start of the Investment Period, the board of directors will decide on performance targets as described above. This takes place in the form of a minimum target level and a stretch target level for the profit per share, relating to (i) each of the financial years 2024, 2025 and 2026, (ii) a minimum target level and stretch target level for profit per share for the period 2024–2025 (based on the targets per financial year), and (iii) a minimum target level and stretch target level for profit per share for the entire period 2024–2026 (based on the targets per financial year).

If the minimum target level for any measurement period is not reached, no performance share rights shall be vested. If the stretch target level for a financial year is reached, one third of the total number of allocated performance share rights shall be vested. If the stretch target level for the measurement period 2024–2025 is reached, two thirds of the total number of allocated performance share rights shall be vested. If the stretch target level for the entire measurement period 2024–2026 is achieved, the entire number of allocated performance share rights shall be vested. If the outcome falls between the minimum and stretch target level in any case, the profit shall be calculated linearly. The participant’s individual vesting of allocated performance share rights is thereby determined as the highest of (i) the outcome for each individual financial year 2024 and 2025 compared to the entire measurement period 2024–2025, and (ii) in addition, the outcome for the financial year 2026 compared to the entire measurement period 2024–2026, minus the vesting paid out for the financial years 2024–2025.

Receiving B-shares in Beijer Ref

Each performance share right vested entitles the participant to receive allotment and payment of one share of series B in Beijer Ref, free of charge. The number of vested performance share rights and the corresponding allotment of shares is determined by the board of directors in connection with the company’s year-end report for 2025 and 2026, respectively, based on the terms and conditions of the Program, but subject to continued vesting up to and including the annual general meeting 2026 and annual general meeting 2027, respectively. In addition, a dividend compensation is received corresponding to the share dividend during respective vesting period on the allotted number of shares up to and including the time of payment. The company shall have the right to pay the dividend compensation in cash or in shares of series B, where the number of shares is determined based on the closing price during the first day the share is traded without the right to (first) dividend in 2025, 2026 and 2027, respectively.

Example: An employee in category C has invested in and allocated 810 Investment Shares to LTI 2024. The employee can thus vest a maximum of 4,860 performance share rights, either a maximum of 1,620 per financial year 2024 and 2025 or a maximum of 3,340 for the period 2024–2025 and in addition a maximum of 1,620 for the financial year 2026 or a maximum of 4,860 for the period 2024–2026, with deductions for what has previously been vested and paid out for the financial years 2024 and 2025.

The reason why the vesting period is partly less than three years is to facilitate motivation for employees to invest or reinvest from previous LTI-programs and to create strong incentives for the performance targets for the financial years 2024 and 2025 and thereby achieve a high level of participation.

A condition for receiving allotment and payment of shares is that the Participant has retained all of his/her Investment Shares up to and including the annual general meeting 2026 and the annual general meeting 2027, respectively, and at such dates remains employed by the Group and has not terminated his/her employment (with customary exceptions).

The number of B shares that each performance share right may entitle the participant to receive shall be subject to recalculation due to corporate events such as new issues, splits, mergers or similar dispositions.

Performance share rights are not transferable or possible to pledge.

Preparation and administration

The board of directors shall be responsible for preparing the details of the terms and conditions of LTI 2024, in accordance with the mentioned terms and guidelines.

The board of directors shall be entitled to make reasonable adjustments to meet specific regulations or market conditions abroad, such as deviating from the investment requirement and/or offering cash settlement to participants. To this end, the board of directors shall have the right to implement an alternative incentive arrangement for employees in such countries where participation in LTI 2024 is not appropriate, whereby the alternative arrangement shall, as far as practically possible, correspond to the terms and conditions of LTI 2024. The board of directors shall also be entitled to make other reasonable adjustments if there are significant changes in the Group’s operations including M&A that would entail that the decided terms and conditions under LTI 2024 are no longer appropriate. Such adjustments also include the right for the board of directors to resolve on a reduction of the allocation of shares if, taking into account Beijer Ref’s results and financial position, the Group’s development in general and the conditions on the stock market, the allocation would be clearly unreasonable.

In the event that the board of directors considers that delivery of shares under LTI 2024 in any individual case cannot be made at reasonable costs, with reasonable administrative efforts or due to specific market conditions or specific rules, participants may instead be offered cash settlement.

Participation in LTI 2024 requires that the participation can legally take place and that the participation, according to Beijer Ref’s assessment, can be carried out with reasonable costs.

In the event of a public takeover bid, sale of the company’s business, liquidation, merger or similar events, the board of directors shall be entitled to resolve that the performance share rights shall be (fully or partially) vested and shares allotted in connection with the completion of such transaction. The board of directors shall make this decision based on the level of achievement of the performance targets, the remaining duration of the Program and other factors deemed relevant by the board of directors.

Scope and cost of the program

LTI 2024 comprises a maximum of 550,000 shares of series B which corresponds to approximately 0.11 percent of the total outstanding shares in the company.

The costs for LTI 2024, which are reported in the income statement, are calculated in accordance with the accounting standard IFRS 2 and UFR 7 and are accrued over the vesting period. The calculation has been carried out with the following assumptions: (i) a share price for Beijer Ref’s B-shares of SEK 135.10 upon implementation of the program (corresponding to the closing price on 18 March 2024), (ii) an annual share price increase for Beijer Ref’s B-share of 10 per cent per year, (iii) an annual dividend based on the consensus estimate 2024–2026, (iv) full participation in the program and (v) average social security contributions of 25 per cent. Furthermore, assuming an average achievement of the performance targets of 50 per cent and an annual employee turnover of 10 per cent, this entails an estimated accounting cost for LTI 2024 of approximately SEK 27.7 million, of which approximately SEK 8.8 million relates to social security contributions. At maximum fulfillment of the performance targets and an annual share price increase of 20 per cent, the corresponding cost is approximately SEK 55.4 million, of which SEK 21.2 million relates to social security contributions. In the scenarios described, LTI 2024 would affect profit per share by SEK -0.02 and SEK -0.04 per share, respectively on pro forma basis for 2023.

The board of directors intends to present fulfilment of performance-based conditions in its future Annual Reports and Remuneration Reports.

The board of directors considers that the positive results expected to arise from executives and other key individuals increasing their shareholding through LTI 2024 outweigh the costs attributable to LTI 2024.

Hedging measures and dilution

The board of directors proposes that the general meeting as a main alternative resolves that the company’s obligations in connection with LTI 2024 are fulfilled through acquisition and transfer of own shares in accordance with item (B) below. In the event that the required majority for item (B) below cannot be met, the board of directors proposes that Beijer Ref shall be able to enter into so-called share swap agreement with a third party, in accordance with item (C) below. None of the hedging alternatives entail an increase in the number of shares in the company and consequently no dilution effect in the number of issued shares will arise for existing shareholders.

(B) Resolution on authorisation for the board of directors to resolve on acquisition of own shares and transfer of own shares to participants in the Program.

(i) Acquisition of own shares

In order to ensure Beijer Ref’s delivery of shares to participants in both LTI 2024 and any future incentive programs, as well as to secure the payment of future social security contributions attributable to the delivery of shares, the board of directors proposes that the annual general meeting resolves to authorise the board of directors to acquire a maximum of 550,000 shares of series B in the company before the annual general meeting 2025. Acquisitions shall take place at Nasdaq Stockholm in accordance with Nasdaq Stockholm’s rulebook at a price within the price range registered at any time. Acquisitions shall be paid for in cash and may take place on one or several occasions.

(ii) Transfer of repurchased shares to participants in the Program

In the view of LTI 2024, the board of directors proposes that the annual general meeting resolves to transfer shares in Beijer Ref as follows. A maximum of 550,000 B-shares may be transferred. The right to acquire B-shares shall, with deviation from the preferential rights of the shareholders, be granted to the persons participating in LTI 2024, with the right for each participant to acquire a maximum number of shares that follows from the terms and conditions of LTI 2024. Transfer of B-shares to participants in LTI 2024 shall be made free of charge at the time and on the terms and conditions of LTI 2024 that participants in LTI 2024 are entitled to be allotted shares. The number of shares that may be transferred shall be recalculated in the event of an intervening bonus issue, share split, rights issue and similar corporate actions.

The transfer of own shares is part of the proposed LTI 2024 and the board of directors considers it to be beneficial to the company and the shareholders that participants in the Program are offered the opportunity to become shareholders in the company under the terms and conditions of LTI 2024.

Since LTI 2024 is initially not expected to give rise to a need for cash settlement or payment of social security contributions, the board of directors has decided not to propose to the annual general meeting 2024 to resolve on transfers of own shares on a regulated market to secure such payments in terms of liquidity. However, before any transfers of Beijer Ref shares take place to participants in LTI 2024, the board of directors may propose to a later general meeting to resolve that transfers may be made of own shares on a regulated market to secure such payments.

(C) Share swap agreement with a third party

The board of directors proposes that the general meeting, in the event that a sufficient majority according to item (B) above cannot be met, resolves to hedge the financial exposure that LTI 2024 is expected to entail by Beijer Ref being able to enter into a so-called share swap agreement with third party on market terms, whereby the third party in its own name shall be able to acquire and transfer shares in Beijer Ref to the participants.

***

For a description of the company’s other ongoing incentive programs, please refer to note 6 in the annual report for 2023 and the board’s remuneration report for 2023. In addition to the programs described therein, there are no other long-term incentive programs in the company.

LTI 2024 has been initiated by Beijer Ref’s board of directors and remuneration committee in consultation with major shareholders and has been prepared in consultation with external advisors based on an evaluation of previous incentive programs. LTI 2024 has been prepared by the remuneration committee and discussed at board meetings.

The resolution of the meeting under item (A) above requires a majority of more than half of the votes cast. For a valid resolution under item (B) above, the resolution must be supported by shareholders holding at least nine tenths of both the votes cast and the shares represented at the meeting. A valid resolution in accordance with the proposal under item (C) above requires a majority of more than half of the votes cast.

The resolution of the meeting on LTI 2024 under item (A) above is conditional upon the general meeting either resolving in accordance with the board of directors’ proposal under item (B) above or in accordance with the board of directors’ proposal under item (C) above.

C. AVAILABLE DOCUMENTS ETC

The Election Committee’s reasoned statement, proxy form and postal voting form are available at the company’s website, https://www.beijerref.com/annual-general-meeting-2024/. The accounting documents, the auditors’ report and other documents to be held available for shareholders according to the Swedish Companies Act, will be available at the company and on the company’s website no later than three weeks before the AGM. The documents will be distributed free of charge to shareholders who so request and state their postal address.

At the time of publication of this notice, the total number of shares in the company is 509,085,926 representing a total of 760,691,366 votes, of which 27,956,160 are shares of series A, representing 279,561,600 votes, and 481,129,766 are shares of series B, representing an equal amount of votes, of which 2,275,000 shares of series B are held by the company which may not be represented at the meeting.

D. SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

The board of directors and the managing director shall, if any shareholder so requests, and if the board of directors considers that this can be done without significant harm for the company, give information on circumstances that may affect the judgement of an item on the agenda, circumstances that may affect the judgement of the company’s or subsidiary’s financial situation and the company's relationship with other group companies.

E. PROCESSING OF PERSONAL DATA

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

_________________________

Malmö, March 2024

The Board of Directors

Beijer Ref AB (publ)

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March 21, 2024 7:00 AM
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Non-regulatory
Notice to the Annual General Meeting in Beijer Ref AB (publ)
3/21/2024 7:00
February 29, 2024 7:30 AM
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Regulatory
Non-regulatory
Beijer Ref acquires Quality Air Equipment in Australia
2/29/2024 7:30
January 2, 2024 1:30 PM
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Regulatory
Non-regulatory
Beijer Ref acquires Chillaire Solutions in India
1/2/2024 13:30
December 20, 2023 7:30 AM
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Regulatory
Non-regulatory
Beijer Ref acquires Webb Supply in North America
12/20/2023 7:30
December 5, 2023 12:40 PM
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Regulatory
Non-regulatory
Embraco and Beijer Ref renew global partnership
12/5/2023 12:40
November 30, 2023 7:30 AM
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Regulatory
Non-regulatory
Positive tax restructuring in Beijer Ref's US operations
11/30/2023 7:30
November 30, 2023 7:30 AM
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Regulatory
Non-regulatory
Beijer Ref presents new financial targets
11/30/2023 7:30
November 2, 2023 7:30 AM
 - 
Regulatory
Non-regulatory
Beijer Ref acquires Turner Engineering in Australia
11/2/2023 7:30
October 13, 2023 6:30 AM
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Regulatory
Non-regulatory
Nomination Committee appointed for Beijer Ref AB:s Annual General Meeting 2024
10/13/2023 6:30
October 2, 2023 6:45 AM
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Regulatory
Non-regulatory
Invitation to Beijer Ref’s Capital Markets Day on 30 November, 2023
10/2/2023 6:45
October 24, 2024
 - 
Interim Report
Stable quarter with good profitability
10/24/2024
July 19, 2024
 - 
Interim Report
Record quarter with positive organic growth and strong profitability
7/19/2024
April 23, 2024
 - 
Interim Report
Solid start to the year with good profitability and positive cash flow
4/23/2024
January 31, 2024
 - 
Interim Report
Beijer Ref Q4 2023
1/31/2024
October 24, 2023
 - 
Interim Report
Beijer Ref Q3 2023
10/24/2023
July 20, 2023
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Interim Report
Beijer Ref Q2 2023
7/20/2023
April 25, 2023
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Interim Report
Beijer Ref Q1 2023
4/25/2023
January 31, 2023
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Interim Report
Beijer Ref Q4 2022
1/31/2023
October 20, 2022
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Interim Report
Beijer Ref Q3 2022
10/20/2022
July 15, 2022
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Interim Report
Beijer Ref Q2 2022
7/15/2022
April 21, 2022
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Interim Report
Beijer Ref Q1 2022
4/21/2022
January 27, 2022
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Interim Report
Beijer Ref Q4-2021
1/27/2022
October 19, 2021
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Interim Report
Beijer Ref AB Q3-2021
10/19/2021
July 15, 2021
 - 
Interim Report
BEIJER REF Q2 2021
7/15/2021
April 22, 2021
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Interim Report
Beijer Ref Q1 2021
4/22/2021
January 28, 2021
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Interim Report
Beijer Ref AB Q4-2020
1/28/2021
October 20, 2020
 - 
Interim Report
Beijer Ref Q3 2020
10/20/2020
July 15, 2020
 - 
Interim Report
Beijer Ref Q2 2020
7/15/2020
April 21, 2020
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Interim Report
Beijer Ref AB Q1-2020
4/21/2020
January 30, 2020
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Interim Report
Beijer Ref AB Q4-2019
1/30/2020
October 22, 2019
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Interim Report
Beijer Ref AB Q3-2019
10/22/2019
July 12, 2019
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Interim Report
Beijer Ref AB Q2-2019
7/12/2019
April 16, 2019
 - 
Interim Report
Beijer Ref AB Q1-2019
4/16/2019
January 30, 2019
 - 
Interim Report
Beijer Ref AB Q4-2018
1/30/2019
October 22, 2018
 - 
Interim Report
Beijer Ref AB Q3-2018
10/22/2018
July 13, 2018
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Interim Report
Beijer Ref AB Q2-2018
7/13/2018
April 23, 2018
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Interim Report
Beijer Ref AB Q1-2018
4/23/2018
January 31, 2018
 - 
Interim Report
Beijer Ref Q4 2017
1/31/2018
October 20, 2017
 - 
Interim Report
Beijer Ref Q3 2017
10/20/2017
July 14, 2017
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Interim Report
Beijer Ref Q2 2017
7/14/2017
April 24, 2017
 - 
Interim Report
Beijer Ref Q1 2017
4/24/2017
February 16, 2017
 - 
Interim Report
Beijer Ref Q4 2016
2/16/2017
October 19, 2016
 - 
Interim Report
Beijer Ref Q3 2016
10/19/2016
July 15, 2016
 - 
Interim Report
Beijer Ref Q2 2016
7/15/2016
April 20, 2016
 - 
Interim Report
Beijer Ref Q1 2016
4/20/2016
February 10, 2016
 - 
Interim Report
Beijer Ref Q4 2015
2/10/2016
October 22, 2015
 - 
Interim Report
Beijer Ref Q3 2015
10/22/2015
July 17, 2015
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Interim Report
Beijer Ref Q2 2015
7/17/2015
April 23, 2015
 - 
Interim Report
Beijer Ref Q1 2015
4/23/2015
February 10, 2015
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Interim Report
Beijer Ref AB
2/10/2015
October 22, 2014
 - 
Interim Report
Beijer Ref AB Q3 2014
10/22/2014
July 18, 2014
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Interim Report
Beijer Ref AB Q2 2014
7/18/2014
April 23, 2014
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Interim Report
G & L Beijer (under a change of name to Beijer Ref) Quarter 1, 2014
4/23/2014
February 6, 2014
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Interim Report
G & L Beijer AB Year-End Report 2013
2/6/2014
October 18, 2013
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Interim Report
G & L Beijer Nine-Month Report 2013
10/18/2013
July 17, 2013
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Interim Report
G & L Beijer AB Six-Month Report 2013
7/17/2013
April 25, 2013
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Interim Report
G & L Beijer AB Three-Month Report 2013
4/25/2013
February 8, 2013
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Interim Report
G & L Beijer AB Year-End Report 2012
2/8/2013
October 19, 2012
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Interim Report
G & L Beijer AB Nine-Month Report 2012
10/19/2012
July 17, 2012
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Interim Report
G & L Beijer Six-Month Report 2012
7/17/2012
April 25, 2012
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Interim Report
G & L Beijer AB Three-Month Report 2012
4/25/2012
February 9, 2012
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Interim Report
G & L Beijer Q4 2011
2/9/2012
October 21, 2011
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Interim Report
G & L Beijer AB Nine-Month Report January – September 2011
10/21/2011
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Interim Report
G & L Beijer AB Six-Month Report January – June 2011
7/18/2011
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Interim Report
G & L Beijer AB Three-Month Report January – March 2011
5/4/2011
February 10, 2011
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Interim Report
Year-End Report January – December 2010
2/10/2011
October 21, 2010
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Interim Report
Nine-Month Report January – September 2010
10/21/2010
July 16, 2010
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Interim Report
Six-Month Report January – June 2010
7/16/2010
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Interim Report
Three-Month Report January – March 2010
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February 10, 2010
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Interim Report
G & L BEIJER AB YEAR-END REPORT JANUARY – DECEMBER 2009
2/10/2010
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Interim Report
G & L BEIJER AB NINE-MONTH REPORT JANUARY – SEPTEMBER 2009
10/21/2009
July 17, 2009
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Interim Report
G & L BEIJER AB SIX-MONTH REPORT JANUARY – JUNE 2009
7/17/2009
April 23, 2009
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Interim Report
G & L BEIJER AB THREE-MONTH REPORT JANUARY – MARCH 2009
4/23/2009
February 10, 2009
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Interim Report
G & L BEIJER AB YEAR-END REPORT JANUARY – DECEMBER 2008
2/10/2009
March 28, 2024
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Annual Report
Beijer Ref’s annual report and sustainability report 2023
3/28/2024
April 4, 2023
 - 
Annual Report
Annual report and sustainability report 2022
4/4/2023
March 17, 2022
 - 
Annual Report
Annual report and Sustainability report 2021
3/17/2022
March 25, 2021
 - 
Annual Report
Annual report 2020
3/25/2021
March 26, 2020
 - 
Annual Report
Annual report 2019
3/26/2020
March 20, 2019
 - 
Annual Report
Annual report 2018
3/20/2019
March 15, 2018
 - 
Annual Report
Annual report 2017
3/15/2018
March 14, 2017
 - 
Annual Report
Annual report 2016
3/14/2017
March 19, 2015
 - 
Annual Report
Annual report 2014
3/19/2015
See all news & reports

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