Beijer Ref : MINUTES AGM 2022

Minutes of the Annual General Meeting with the shareholders of Beijer Ref AB (publ) 556040-8113 at Bengt Hall-salen Malmö, Sweden, 7 April 2022, at 15:00.

Opening of the Meeting

1

The meeting was opened on behalf of the board by Katarina Olsson, after which Katarina Olsson was appointed to chair the negotiations at the meeting as chairman. It was noted that Madeleine Rydberger served as secretary at the meeting.

It was noted that the Board of Directors has decided that shareholders shall be able to exercise their voting rights both through participation in the meeting and by postal voting in accordance with the regulations in Beijer Ref's Articles of Association.

2

Tommi Saukkoriipi (representing SEB Funds) and Torsten Bjurman (representing own holding) were appointed to adjust the current minutes together with the chairman.

3

The Annual General Meeting resolved to approve the list prepared as a ballot paper, Appendix 1.

4

The proposed agenda included in the notice was approved by the AGM.

5

It was noted that the notice of the meeting was given by announcement in Post- och Inrikes Tidningar on March 10, 2022, i.e. four weeks before the meeting, and that the notice was published and kept available on the company's website on March 8, 2022. The notice has also been announced in Dagens Industri. The meeting was thus found to be duly convened.

6

The chairman gave the floor to the CEO, Christopher Norbye, who reported on the company and the group's operations, that ten acquisitions were made during the past year with accumulated acquisition turnover of approximately SEK 1.8 billion, the operation increased investments in green technology, e.g. through the opening of a new factory in Italy, the launch of its own product brands and the Group's

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increased focus on sustainability, as well as reporting on the company's development during the past financial year and for the company's strategy going forward. The shareholders were given the opportunity to ask questions.

7

It was noted that the annual report with accompanying balance sheet and income statement as well as the consolidated balance sheet and consolidated income statement for the financial year 2021, including the auditor's report and the consolidated auditor's report on the annual report, as well as the auditor's statement on whether the guidelines for remuneration to senior executives has been followed, all have been published on March 17, 2022 and thereafter kept available on the company, on the company's website and sent to the shareholders who have notified that they wish to receive them. The documents have also been available in the meeting room.

It was established that the documents were thus presented at the meeting.

The auditor Richard Peters reported on the implementation of the audit and presented the auditors' report on the audit of the company and the group's accounts and management.

8

a) Adoption of the income statements and balance sheets

It was agreed to adopt the income statement, balance sheet, consolidated income statement and consolidated balance sheet.

b) Allocation of the company's profits

It was resolved that the profit at the disposal of the AGM, amounting to SEK 1 581 129 352 thousand, should be allocated as follows.

Cash dividend

The shareholders shall receive 1,10 per share, a total of SEK 418 515 878 thousand.

It was decided that the dividend shall be paid in two payments, the first of SEK 0,60 per share and the second of SEK 0,50 per share.

Record dates

It was resolved that the record dates for the dividend shall be 11 April 2022 for the first payment and 11 October 2022 for the second payment.

It was noted that the dividend is expected to be distributed by Euroclear Sweden starting on 14 April 2022 regarding the first payment and regarding the second payment starting on 14 October 2022.

Carry forward

It was decided to carry forward the remaining funds of SEK 1 162 613 474 thousand.

c) Approval of the remuneration report

The board' remuneration report was presented in accordance with chapter 8, section 53a of the Companies Act. It was noted that since 17 March 2022 the report has been made available at the company and on the company's website and sent to shareholders who have notified that they wished to receive it.

It was decided to approve the remuneration report submitted by the board.

d) Discharge of liability

In accordance with required majority and the auditors' recommendation, it was resolved to grant the board and the CEO discharge from liability for the accounting period as presented to the Annual General Meeting.

It was noted that the members of the board and the CEO did not participate in this decision regarding their own discharge from liability.

9

Tommi Saukkoriipi, representative of SEB Funds and member of the Nomination Committee, presented the Nomination Committee's work and its proposals to the Annual General Meeting.

It was decided that the number of board members should amount to seven, without deputies.

10

It was decided that fees to the Board will be paid for 2022 in the amount of SEK 3,185,000, with an amount of SEK 815,000 to the Chairman of the Board and SEK 395,000 to each of the Board members.

It was decided that fees to the Board's audit committee shall be paid in the amount of SEK 125,000 to the chairman of the audit committee and SEK 100,000 to the members of the committee.

It was further decided that the fees to the remuneration committee shall amount to SEK 79,000 to the Chairman of the Remuneration Committee and SEK 53,000 to the members of the Committee.

11

It was decided that fees shall be paid to the auditors in accordance with their approved account.

12

According to the Nomination Committee's proposal, Kate Swann, Joen Magnusson, Albert Gustafsson, Per Bertland, Frida Norrbom Sams, Kerstin Lindvall and William Striebe were re-elected as board members until the 2023 Annual General Meeting.

Kate Swann was re-elected Chair of the Board.

13

The registered accounting firm Deloitte AB was elected as auditor for the period until the end of the next annual general meeting. It was noted that the authorised public accountant Richard Peters is the chief auditor.

14

The Board's proposal for a long-term share-based incentive program was presented, Item 14 in Appendix 2 (The Board's overall proposal).

It was decided in accordance with the board's proposal. It was noted that the decision was made by the required majority of at least nine tenths of both the votes cast and the shares represented at the meeting.

15

The Board's complete proposal for guidelines for remuneration to senior executives, Item 15 in Appendix 2 (The Board's overall proposal), was presented for decision.

Resolved to adopt guidelines for remuneration to senior executives in accordance with the Board's proposal.

16

Resolved in accordance with the Board's proposal to authorize the Board to, on one or more occasions until the next Annual General Meeting, decide on a new issue of a maximum of 38,230,407 new shares, corresponding to 10 percent of the company's share capital and number of shares and that the issue may take place with or without deviation from the shareholders' preferential rights, by payment in cash, in kind or by set-off.

The purpose of the authorisation and the reason for the deviation from the shareholders' preferential rights is to fulfil the company's acquisition strategy by enabling acquisitions through payment in Beijer Ref shares (non-cash issue) or flexibility in the financing of acquisitions. The issue price must be determined according to market conditions, which may include customary discounts. Other conditions can be decided by the board.

The Board, or the person appointed by the Board, shall be authorised to make such minor adjustments to the resolutions of the Annual General Meeting that may prove necessary in connection with registration with the Swedish Companies Registration Office.

It was noted that the decision was made by the required majority of at least two thirds of both the votes cast and the shares represented at the meeting.

17

It was noted that the AGM had received no registrations of other matters for discussion.

The chair declared the meeting closed.

____ ___ _ _ _

Minuted by:

Verified by:

__________________________ Madeleine Rydberger

__________________________ Katarina Olsson

__________________________ Tommi Saukkoriipi

__________________________ Torsten Bjurman