Beijer Ref : CALL FOR AGM 2022

Annual Meeting of shareholders

in Beijer Ref AB (publ)

The shareholders of Beijer Ref AB (publ), corporate ID no. 556040-8113, are hereby summoned to the Annual General Meeting of the company to be held on Thursday 7 April 2022 at 15:00, at The "Bengt Hall" Conference room, Malmö Opera, Östra Rönneholmsvägen 20, Malmö, Sweden. Registration for the meeting will begin at 14:00.

The Board of Directors has decided that shareholders shall have the opportunity to exercise their voting rights at the Annual General Meeting also by postal voting in accordance with the provisions in Beijer Ref's Articles of Association.

A. ENTITLEMENT TO PARTICIPATION AND NOTIFICATION

Participation in person

1. Shareholders wishing to attend the Annual General Meeting in person or through a proxy representative shall:
2. • be entered in the share register maintained by Euroclear Sweden AB on the record date, which is Wednesday 30 March 2022,
   • notify the company of the participation by mail to Computershare AB, Box 5267, 102 46 Stockholm (mark the envelope "Beijer Ref AGM"), by telephone at [phone] or by e-mail to [e-mail], or electronically on the company's website www.beijerref.com/general-meetingno later than 1 April 2022. When submitting notification, each shareholder must state their name, personal identification number/corporate identification number, address and telephone number and the name of their associate(s). Shareholders or representatives of shareholders may bring no more than two associates to the meeting. Associates may be brought to the meeting only if the shareholder provides notification of this.

Persons representing a legal person must present a certificate of registration or equivalent document showing the authorised signatory. For shareholders who are represented by a proxy representative, an original copy of the power of attorney for this must be submitted to the company before the meeting, together with any registration certificate or equivalent document for a legal person which demonstrates authorisation to issue a power of attorney. The form for the power of attorney is available at the company's premises and on the company's website. www.beijerref.com/general-meeting.

Anyone wishing to attend the meeting in person or through a proxy representative must notify its intention to participate in accordance with this item A). This means that a notification, solely by submitting a postal vote in accordance with item B) below, is not sufficient for those who want to physically participate at the meeting.

Participation by postal voting

1. Anyone wishing to attend the Annual General Meeting by postal voting shall:
2. • be entered in the share register maintained by Euroclear Sweden AB on the record date, which is Wednesday 30 March 2022,
   • notify the company of participation by having submitting a postal vote in accordance with the instructions set out below in such time so that Computershare receives the postal vote no later than 1 April 2022.

A special form must be used for the postal vote. The form is available on Beijer Ref's website www.beijerref.com/general-meeting.Completed and signed forms for postal voting can be sent to Computershare by mail to Computershare AB, Box 5267, 102 46 Stockholm (mark the envelope "Beijer Refs AGM"), or by email to [e-mail]. Completed forms must be received by Computershare no later than 1 April 2022. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via the company's website www.beijerref.com/general-meeting

The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. If the power of attorney has been issued by a legal entity, a certificate of registration or equivalent document showing the authorised signatory must be attached. The form for the power of attorney is available at the company's premises and on the company's website. www.beijerref.com/general-meeting.

B. SHAREHOLDERS WITH NOMINEE REGISTERED SHARES

In order to be entitled to participate in the meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of participation in the general meeting, temporarily register these shares in their own name so that the shareholder is listed in the presentation of the share register as of Wednesday 30 March 2022. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee's routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than 1 April 2022 will be taken into account in the presentation of the share register.

C. MATTERS TO BE DEALT WITH AT THE MEETING

Proposal for the agenda:

1. Election of the Chairman of the Annual Meeting of shareholders
2. Election of two persons to attest the Minutes
3. Drawing up and approval of the voting register
4. Approval of the Agenda
5. Determination that the meeting has been duly convened
6. Address by the CEO
7. Submission 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:

1. 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
2. allocation of the company's profit or loss in accordance with the adopted balance sheet and determination of record date for dividend
3. approval of the remuneration report
4. discharge from liability for the Members of the Board of Directors and the Managing Director

1. Determination of the number of Board Members
2. Determination of the remuneration of the Board Members
3. Determination of remuneration of the Auditors
4. Election of Board Members

1. Kate Swann (re-election)
2. Joen Magnusson (re-election)
3. Albert Gustafsson (re-election)
4. Per Bertland (re-election)
5. Frida Norrbom Sams (re-election)
6. Kerstin Lindvall (re-election)
7. William Striebe (re-election)
8. Kate Swann as the Chairman of the Board

1. Election of Auditors
2. Decision regarding the Board of Director's proposal to implement a long-termshare-based incentive program LTIP 2022/2025 by (A) issuing call options for shares in Beijer Ref, (B) authorising the Board of Directors to resolve on acquisition of own shares, and (C) approving the transfer of repurchased shares to participants of the incentive program and hedging activities in respect thereof
3. Decision on guidelines for remuneration to senior executives
4. Decision regarding the Board of Director's proposal to authorise the Board of Directors to resolve on a new

share issue

17. Closing of the Meeting

Proposals

Item 8 (b) - Dividend

Of the available profits of 1,581,129,352 SEK dividends shall be paid in the total amount of SEK 1.10 per share, entailing a total dividend amount of SEK 418, 515, 878. Payment shall be made in two instalments of SEK 0.6 per share for the first instalment and SEK 0,5 per share for the second instalment. It is proposed that the record date for the first instalment be 11 April 2022 and for the second instalment 11 October 2022. If the Annual General Meeting decides to accept this proposal, the first instalment will be due to be paid from Euroclear on 14 April 2022 and the second instalment on 14 October 2022.

Item 8 (c) - Approval of the Remuneration Report

It is proposed that the general meeting resolves to approve the Board of Directors' report regarding compensation pursuant to Chapter 8, Section 53a of the Swedish Companies Act.

Items 1, 9 -13 - Elections and fees

Kate Swann, Chairman of the Board of Directors; Juho Frilander, Chairperson (EQT), Joen Magnusson (own and related holding, member of Beijer Ref's Board of Directors), Tommi Saukkoriipi (SEB Fonder) and Patricia Hedelius (AMF) have participated in the Election Committee. The Election Committee has submitted the following proposal.

Item 1: The Election Committee proposes Katarina Olsson, General Counsel & EVP at Beijer Ref AB, as Chairperson of the Annual General Meeting.

Item 9: The Board of Directors shall consist of seven Members and no Deputy Board Members.

Item 10: Fees paid to the Board of Directors shall be SEK 3,185,000, excluding fees for committee work, to be distributed in the amount of SEK 815,000 to the Chairperson of the Board and SEK 395,000 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 125,000 to the Chairperson of the Committee and SEK 100,000 to the Members of the Committee. Fees paid to the Remuneration Committee of the Board of Directors will be the additional amount of SEK 79,000 to the Chairperson of the Committee and SEK 53,000 to the Members of the Remuneration Committee.

Item 11: The auditors' fees shall be paid according to the approved invoice.

Item 12: Kate Swann, Joen Magnusson, Albert Gustafsson, Per Bertland, Frida Norrbom Sams, Kerstin Lindvall and William Striebe shall be re-elected as Members of the Board of Directors, all for a term to last 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 http://www.beijerref.com.

Item 13: The registered accounting firm Deloitte AB shall be 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: Decision regarding the Board of Director's proposal to implement a long-termshare-based incentive program LTI 2022/2025 by (A) issuing call options for shares in Beijer Ref, (B) authorising the Board of Directors to resolve on acquisition of own shares, and (C) approving the transfer of repurchased shares to participants of the incentive program and hedging activities in respect thereof

The Board of Directors proposes that the Annual General Meeting resolves to adopt a long-termshare-based incentive program LTI 2022/2025 (the "Scheme"), similar to the LTI 2021/2024 implemented in 2021 (collectively the "Schemes"), as set forth below. The Scheme, which will include around 120 key individuals in the Beijer Ref Group, in main includes that the participants will be given an opportunity to acquire from Beijer Ref AB (publ) ("Beijer Ref" or the "Company"), at market price, call options on class B shares of the Company, and that in connection with the acquisition of the call options, the participants will receive a subsidy in the form of a gross salary supplement

corresponding to 50 per cent of the premium paid for the options. In order to hedge the undertakings and costs of Beijer Ref related to LTI 2022/2025, the Board of Directors further proposes that the Board of Directors be authorised to resolve on repurchase of shares and that the Annual General Meeting resolves on transfer of shares in Beijer Ref to the participants in LTI 2022/2025.

1. Resolution to issue call options for shares in Beijer Ref
2. 1. The number of call options to be issued pursuant to the Scheme shall be no more than 1,616,000 options, corresponding to approximately 0,42 per cent of the total number of shares and approximately 0,25 per cent of the total number of votes in the Company (including shares held by the Company).
   2. Each call option will entitle the holder to acquire from the Company one (1) class B share in the Company during the period from 15 May 2025 to 15 June 2025, inclusive. The acquisition of shares may not, however, take place during any period when trading in shares in the Company is prohibited in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) or any other equivalent legislation in force at any time.
   3. The exercise (purchase) price for shares upon exercise shall correspond to 125 per cent of the volume- weighted average of the price paid for the Company's share at Nasdaq Stockholm during the five trading days immediately prior to the sale and transfer of the call options to the participants.
   4. The right to acquire call options shall be granted to the CEO, the Executive Management at Beijer Ref and approximately 110 additional key individuals with the Beijer Ref Group who have a direct opportunity to influence the Group's profits and for who participation in the Scheme is deemed financially, administratively and practically justifiable. The CEO shall be able to buy no more than 200,000 call options and other members of Executive Management together with a few Managing Director's for larger entities shall be able to buy no more than 40,000 call options per person. Other participants are divided into four categories according to position, the first group of which with approximately 20-30 participants shall be able to buy no more than 20,000 call options per person and the other groups with approximately 80 participants in total shall be able to buy no more than, respectively, 8,000, 4,000 or 3,000 call options per person, depending on position.
   5. If a person who is entitled to allocation declines to acquire the call options offered, either fully or partly, such non-acquired call options may be distributed pro rata between those entitled to allocation who have registered their interest in acquiring additional call options. A participant will not be permitted to purchase call options for more than 20 per cent of the participant's annual salary.
   6. The Board of Directors shall finally confirm and resolve on the allocation of call options in accordance with the principles set forth herein, as well as the number of call options that will be offered within each category. Allocation is expected to take place during the second quarter of 2022.
   7. The price (option premium) for the call options shall correspond to the market value of the call options at the time of the transaction, calculated independently by PwC Sverige, in accordance the Black & Scholes model. The variables of the Black & Scholes model will be determined based on the market conditions in connection with the sale and transfer of the call options.
   8. The number of shares to which each call option provide entitlement to purchase, as well as the exercise (purchase) price, may be recalculated for such reasons as e.g. bonus issues, revers splits or splits of shares, new share issues, reduction of the share capital or similar measures, in accordance with standard terms and conditions for call options, established by the Board of Directors.
   9. The call options are freely transferable. However, Beijer Ref will reserve a right, but not the obligation, to re- purchase the call options upon termination of employment or pre-emptively, on customary terms and conditions, established by the Board of Directors.
   10. During the exercise period, the Company shall have a right but not an obligation to repurchase call options at market value (cash settlement), if this is deemed financially, administratively or practically justified.
   11. The Board of Directors shall, within the terms and conditions established hereby, be responsible for the more detailed structuring and management of the Scheme.

1. Resolution to authorise the Board of Directors to pass a resolution to acquire the Company's own shares In order to secure Beijer Ref's delivery of shares to the participants in the Schemes and possible future incentive programs and, in terms of liquidity, hedge payments of future social security contributions related to delivery of shares, the Board of Directors proposes that the Annual General Meeting shall pass a resolution to authorise the Board of Directors to acquire up to 1,319,362 class B shares in the Company before the 2023 Annual General Meeting. The intent is to exercise the authorisation only to the extent needed for the Scheme. Acquisitions shall take place at Nasdaq Stockholm in accordance with the stock exchange's regulations at a price within the price range registered at any time, which means the range between the highest buy rate and the lowest sell rate. Acquisitions shall be paid for in cash and may take place on one or more occasions.
2. Resolution to approve of the transfer of shares to participants in the Scheme

The Board of Directors' proposal also includes that the Annual General Meeting shall approve that the Board of Directors, with deviation from the preferential rights of shareholders, may transfer up to 1,616,000 of the Company's class B shares to participants in the Schemes following exercise of the call options, in accordance with the terms of the call options. The reason for the deviation from the preferential rights of shareholders is to give Beijer Ref the opportunity to deliver shares in the Company to the participants in the Schemes and possible future incentive programs.

Since the initiation of LTI 2022/2025 is not expected to give rise to any costs for social security contributions of Beijer Ref (and since a resolution on transfer is valid only until the next Annual General Meeting), the Board of Directors has decided not to propose that the Annual General Meeting 2022 resolves on transfer of the Company's own shares on a regulated market for in terms of liquidity, hedge payments of future social security contributions. However, before any transfers of Beijer Ref shares to participants in LTI 2022/2025 can be made, the Board of Directors intends to propose to a later General Meetings to resolve on transfers of the Company's own shares on a regulated marked in order to hedge such payments.

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Dilution, costs and effect on important key indicators

The Scheme does not involve any dilution for existing shareholders as it is based on call options in respect of shares already issued in the Company.

The costs of the Scheme consist of the subsidy that may be paid in connection with the transfer of the call options as described above, the social security contributions incurred for this subsidy and the cost of financing the repurchased shares. The total cost for the subsidy is estimated to be approximately SEK 17,471,000 (before corporate tax, and SEK 13,103,250 after corporate tax) over the term of the Scheme. Against the subsidy, the option premium corresponds to a total of approximately SEK 27,633,600, which the Company receives for the sale and transfer of the call options. The Company's financing cost for the repurchase of shares is estimated to be approximately SEK 5,524,514 after corporate tax. All information is calculated based on a share price of SEK 145. Other costs mainly relates to calculated social security contributions, which are hedged through the repurchase of shares.

During its term, the Scheme will have a positive effect on the key indicator "profit per share" because of the Company's repurchasing of shares and a negative effect on the same key indicator because of the costs described above. The net effect on the key indicator "profit per share" will be insignificant during the term of the Scheme and will disappear entirely after its conclusion. Otherwise it is also assessed that the Scheme will have only an insignificant effect on important key indicators.

Hedging

In order to secure delivery of shares and to cover administrative costs, mainly costs for social security contributions, the Board of Directors proposes to resolve on repurchase of shares, and to resolve on transfer of shares to participants in LTI 2022/2025 in accordance with section B and C above.

Other share based incentive programs

The Company has one share based incentive scheme in force, LTI 2021/2024, expiring in June 2024. LTI 2021/2024 is in all major respects similar to LTI 2022/2025, as proposed, and currently includes call options for 1,476,000 class B