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Articles of association

Corporate registration number 556040-8113

1

The registered company name is Beijer Ref AB (publ).

2

The purpose of the company’s activities is to own and manage shares, other securities and other similar movable property, and through subsidiaries to operate business activity of any kind, and to own and manage movable and immovable property.

3

The company’s board of directors shall have its headquarters in Malmö. The general meeting can also be held in Stockholm.

4

The share capital shall amount to a minimum of one hundred million (100,000,000) and a maximum of four hundred million (400,000,000) Swedish kronor.

5

The number of shares shall be at least 20,000,000 and no more than 80,000,000.

6

The shares shall be issued in two series, designated series A and series B.

Of the share capital, a nominal maximum of SEK 400,000,000 may consist of class A shares and a nominal maximum of SEK 400,000,000 of Series B.

Class A shares entitle to ten votes and class B shares to one vote.

Class A shares shall be able to be converted into class B shares at the request of A shareholders. The request for conversion shall be made in writing to the board, stating how many shares are requested to be converted. The company’s board shall deal without delay with questions of conversion into class B shares. Conversion shall be reported for registration without delay and becomes effective when registration occurs.

In the case of a new issue of shares not made against payment with capital contributed in kind, holders of class A and class B shares shall have a preferential right to subscribe for new shares of the same class in proportion to the number of shares previously owned by the holder (primary preferential right). Shares that have not been subscribed by means of primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). If the number of shares offered is insufficient for the subscription by subsidiary preferential right, the shares will be distributed between subscribers in proportion to the total number of shares in the company they already hold. If distribution of certain shares in this way proves not to be possible, lots will be drawn to decide distribution.

If the company decides to issue shares only of series A or series B, all shareholders, regardless of whether their shares are of series A or series B, shall have preferential rights to subscribe for new shares in proportion to the number of shares they already hold.

What has been said above shall not imply any restriction on the possibility of deciding on a cash issue with deviation from shareholders’ preferential rights.

What is described above about shareholders’ preferential rights shall have equivalent application when issuing subscription options and convertibles.

In the event of an increase in the share capital through a bonus issue, new shares shall be issued of each class of shares in proportion to the number of shares of the same kind already existing. By this means, old shares of a certain class of shares shall confer preferential rights to new shares of the same class. What is said here shall not constitute any restriction on the possibility of issuing shares of a new class through a bonus issue.

7

The board shall consist of at least four and a maximum of eight members with a maximum of the same number of deputies. These members and deputies are appointed annually at the Annual General Meeting for the period until the next Annual General Meeting is held.

8

Two auditors with a maximum of two deputies or a registered audit firm are appointed for scrutiny of the company’s management and accounts.

9

The company’s shares shall be registered in a register according to the Act (1998:1479) on accounting for financial instruments.

10

Notice of the general meeting shall be made by announcement in Post- och Inrikes Tidningar and on the company’s website. That notice has been made shall be announced in Dagens Industri.

In order to participate in the General Meeting, shareholders must register with the company no later than 12:00 on the date given in the notice of the meeting. This day may not be a Sunday, another public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not be earlier than the fifth weekday before the meeting. Furthermore, the shareholder must have been included in the print out or other presentation of the company’s share register relating to the circumstances five working days before the meeting.

Shareholders may be accompanied at the annual general meeting by one or two assistants, but only if the shareholder has made a notification thereof in accordance with the previous paragraph.

11

The General Meeting is opened by the chair of the board or a person appointed by the board.

At the general meeting, each person entitled to vote shall have the right to vote for the full number of shares owned and represented by them.

12

At the General Meeting, the following matters shall be considered.

1. Election of the chair of the meeting;

2. Drawing up and approval of register of voters;

3. Approval of agenda;

4. Election of two persons to verify the minutes;

5. Examination of whether the meeting has been duly convened;

6. Presentation of the annual report, the auditors’ report, the consolidated annual report and the consolidated auditors’ report;

7. Decisions on
a. adoption of the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet,
b. disposition of the company’s profit or loss in accordance with the adopted balance sheet,
c. discharge from personal liability of the members of the board and the CEO;
8. Determination of the number of members of the board and deputy members, who shall be appointed by the meeting;

9. Establishment of fees for the members of the board appointed by the meeting;

10. Establishment of fees for the auditors;

11. Election of board members and deputy members, the chair of the board and, where appropriate, audit firms or auditors and any deputy auditors;

12. Election of members to the nomination committee or decision on how members of the nomination committee shall be appointed;

13. Other matters which are questions for the meeting under the Swedish Companies Act or the Swedish Corporate Governance Code.

13

The calendar year shall be the company’s financial year.