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

Pressrelease

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 22 May 2024, at 09.30 at Mannheimer Swartling’s office, Carlsgatan 3, Malmö.

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 as per 14 May 2024; and must

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

Notice of attendance is submitted by regular mail to Beijer Ref AB, “EGM”, 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, www.beijerref.com/egm2024/. 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 16 May 2024, kindly before 16:00.

A special form shall be used for postal voting. The form is available on the company’s website, www.beijerref.com/egm2024/. The completed and signed form shall be sent to Beijer Ref by regular mail to Beijer Ref AB, “EGM”, 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, www.beijerref.com/egm2024/.

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, www.beijerref.com/egm2024/. 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 EGM (so called voting rights registration). The shareholders’ register as of the record date 14 May 2024 will include voting rights registrations made no later than 16 May 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 person to attest the minutes

5. Determination that the meeting has been duly convened

6. Resolution on repurchase of call options in LTIP 2021/2024

PROPOSALS

Item 1 - Drawing up and approval of the voting register

The board of directors proposes that attorney Madeleine Rydberger will be chairperson of the meeting.

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 Meeting's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.

Item 6 - Resolution on repurchase of call options in LTIP 2021/2024

Based on a resolution by the Annual General Meeting 2021, Beijer Ref has implemented a long-term share-based incentive program for management and key personnel in the Beijer Ref Group, according to which in May 2021 participants have been offered to acquire call options on shares in Beijer Ref at a market price. Currently, approximately 95 participants in the program hold call options corresponding to 1,623,600 underlying shares of series B in Beijer Ref at an exercise price of SEK 150.40 per share. The call options can be exercised during the period 1-14 June 2024.

The board of directors proposes that the General Meeting approves that Beijer Ref offers to repurchase all of the call options as of 10 June 2024 at a price per option that corresponds to the volume-weighted average price of the share during the period of 31 May – 7 June 2024 according to Nasdaq Stockholm’s official price list minus the exercise price, subject to the condition that the participant shall acquire shares in Beijer Ref for the proceeds received net after tax.

If all participants accept the repurchase offer and if the shares are trading at SEK 170 per share, then the cash flow resulting from the repurchase will be affected by approximately SEK 32 million. The background to the proposal is that the board of directors considers it important to facilitate for employees to realise the potential value of the options and thereby also, among other things, facilitate participation in future incentive programs. Previously repurchased shares remain for hedging of remaining and future incentive programs.

C. AVAILABLE DOCUMENTS ETC

The proxy form and postal voting form are available at the company’s website and 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.

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, April 2024

The Board of Directors

Beijer Ref AB (publ)

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