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

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

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

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 Extraordinary General Meeting (the “EGM”) to be held on 17 February 2023, at 10.00 am. CET at Mannheimer Swartling’s office, Carlsgatan 3, Malmö. Registration for the EGM will begin at 9.30 am. CET.

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 EGM venue or who wishes to exercise its voting rights by postal voting, must be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”) as per 9 February 2023; and must

(i) in the event of participation at the EGM venue: give notice of attendance to the company no later than by 13 February 2023, kindly before 4.00 pm. CET.

Notice of attendance is submitted by regular mail to Beijer Ref AB, “Extraordinary General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, by email to generalmeetingservice@euroclear.com, by telephone +46 8-402 91 33, or through Euroclear’s website, https://anmalan.vpc.se/EuroclearProxy/. 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 13 February 2023, kindly before 4.00 pm. CET.

A special form shall be used for postal voting. The form is available on the company’s website, https://www.beijerref.com/egm2023-eng/. The completed and signed form shall be sent to Beijer Ref by regular mail to Beijer Ref AB, “Extraordinary General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm or by e-mail to generalmeetingservice@euroclear.com. Shareholders may also cast their votes electronically by verifying with BankID via Euroclear’s website, https://anmalan.vpc.se/EuroclearProxy/.

A shareholder who wishes to attend the EGM 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 EGM 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/egm2023-eng/. 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, as the case may be.

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 in order to participate in the EGM (so called voting rights registration). The shareholders’ registers as of the record date 9 February 2023 will include voting rights registrations made not later than 13 February 2023. 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 persons to attest the minutes

5. Determination that the meeting has been duly convened

6. Resolution to amend the Articles of Association

7. Resolution to authorise the Board of Directors to resolve on a new share issue

PROPOSALS

Election of the Chairperson of the meeting (item 1)

The Board of Directors proposes that attorney Madeleine Rydberger will be chairperson of the meeting.

Resolution to amend the Articles of Association (item 6)

The Board of Directors proposes that the EGM resolves to amend the company’s Articles of Association, in accordance with below. The purpose of the amendments are to adjust the limits for the share capital and the number of shares, to enable the contemplated rights issue.

Current wording

Proposed wording

§ 4

The Company’s share capital shall be not less than SEK 250,000,000 and not more than SEK 500,000,000.

§ 4

The Company’s share capital shall be not less than SEK 350,000,000 and not more than SEK 800,000,000.

§ 5

The number of shares shall be not less than 250,000,000 and not more than 500,000,000.

§ 5

The number of shares shall be not less than 350,000,000 and not more than 800,000,000.

§ 6 subparagraph 2

Of the share capital, not more than SEK 500,000,000 nominal can consist of series A shares and not more than SEK 500,000,000 nominal of series B shares.

§ 6 subparagraph 2

Of the share capital, not more than SEK 800,000,000 nominal can consist of series A shares and not more than SEK 800,000,000 nominal of series B shares.

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.

Resolution to authorise the Board of Directors to resolve on a new share issue (item 7)

The Board of Directors proposes that the General Meeting authorises the Board of Directors to, during the period up to the Annual General Meeting 2023, resolve on issue of new shares of series B with preferential rights for the company’s shareholders. The total number of shares of series B that may be issued shall amount to the number of shares that corresponds to issue proceeds of approximately SEK 14,000,000,000, and shall be within the limits of the share capital. The purpose with the authorisation is to repay the bridge facility that finance the company’s acquisition of Heritage Distribution and to finance issue related costs. Other terms and conditions for the new share issue shall be determined by the Board of Directors.

The current authorisation of the Board of Directors to issue new shares, resolved by the EGM on 10 November 2022, shall still be applicable.

C. AVAILABLE DOCUMENTS ETC

Proxy forms and postal voting form are available at the company’s website, https://www.beijerref.com/egm2023-eng/. Other documents to be held available according to the Swedish Companies Act, will be available at the company’s office and on the company’s website no later than by 27 January 2023 and will be distributed to shareholders who so request and state their postal address.

At the time of this notice, the total number of shares in the company is 382,304,070 representing a total of 633,909,510 votes, of which 27,956,160 are shares of series A, representing 279,561,600 votes, and 354,347,910 are shares of series B, representing an equal amount of votes, of which 1,958,500 shares of series B are held by the company.

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 can affect the judgement of an item on the agenda.

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, January 2023

The Board of Directors

Beijer Ref AB (publ)

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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

If a shareholder is represented by proxy, a written and dated power of attorney signed by the

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 persons to attest the minutes

5. Determination that the meeting has been duly convened

6. Resolution to amend the Articles of Association

7. Resolution to authorise the Board of Directors to resolve on a new share issue

PROPOSALS

Election of the Chairperson of the meeting (item 1)

The Board of Directors proposes that attorney Madeleine Rydberger will be chairperson of the meeting.

Resolution to amend the Articles of Association (item 6)

Current wording

Proposed wording

§ 4

The Company’s share capital shall be not less than SEK 250,000,000 and not more than SEK 500,000,000.

§ 4

The Company’s share capital shall be not less than SEK 350,000,000 and not more than SEK 800,000,000.

§ 5

The number of shares shall be not less than 250,000,000 and not more than 500,000,000.

§ 5

The number of shares shall be not less than 350,000,000 and not more than 800,000,000.

§ 6 subparagraph 2

Of the share capital, not more than SEK 500,000,000 nominal can consist of series A shares and not more than SEK 500,000,000 nominal of series B shares.

§ 6 subparagraph 2

Of the share capital, not more than SEK 800,000,000 nominal can consist of series A shares and not more than SEK 800,000,000 nominal of series B shares.

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.

Resolution to authorise the Board of Directors to resolve on a new share issue (item 7)

The current authorisation of the Board of Directors to issue new shares, resolved by the EGM on 10 November 2022, shall still be applicable.

C. AVAILABLE DOCUMENTS ETC

D. SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

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, January 2023

The Board of Directors

Beijer Ref AB (publ)

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