Board of Directors proposal

March  16, 2017

The Board of Directors’ full proposal for resolution (2017 Annual Meeting of shareholders)

Proposal for Dividend – item 8 b) on the Agenda

The Board of Directors proposes that a dividend of SEK 5.50 per share is paid for the 2016 financial year and that 10 April 2017 shall be the record day for the dividend. If the Annual Meeting passes a resolution in accordance with the proposal, it is expected that the dividend will be remitted by Euroclear Sweden AB on 13 April 2017 to those who are recorded in the Register of Shareholders maintained by Euroclear Sweden AB on the record day.

The Board of Directors has set the proposed dividend in relation to the requirements which the nature, extent and risks of the operation place on the size of shareholders’ equity and the need for consolidation, liquidity and position in general for the parent company and the Group. The Board is of the opinion that the proposed dividend is within the scope of the company’s long-term objectives and is defensible with reference to the prudence rule in Chapter 17, Para 3 of the Companies Act.

Proposal for a resolution regarding guidelines for the remuneration of senior executives – item 13 on the Agenda

The Board of Directors proposes that the Annual Meeting adopts guidelines for remuneration and other terms of employment for senior executives as follows. By ‘senior executive’, it means CEO, CFO, COO of Beijer Ref ARW and COO of Beijer Ref Toshiba HVAC.

The remuneration shall consist of a fixed salary, a variable salary, a pension and other remuneration such as a company car. The total remuneration shall be on market terms and support the interest of the shareholders by enabling the company to attract and retain senior executives.

The fixed salary is renegotiated annually and takes into account the area of responsibility, competence, performance and experience of the individual. The variable salary is based on the outcome in relation to set financial targets and, for those participating in the program that was decided at the annual general meeting 2015, based on the term for that bonus scheme. The individual will receive a maximum amount equivalent to six months’ salary or, on participation in the new bonus scheme decided at the annual general meeting 2015, a maximum additional four months’ salary per annum.

The Executive Management’s pension scheme is contribution-based. An amount equivalent to 30 per cent of the gross salary is appropriated annually for the CEO, and a maximum amount equivalent to 25 per cent of the gross salary is appropriated annually for the other Swedish Members of the Executive Management. For senior executives outside Sweden, other terms may apply as a consequence of legislation or market practice.

Severance pay of not more than 24 months’ salary, including salary at notice, will be paid to the CEO. Severance pay to the other Members of the Executive Management amounts to not more than 12 months’ salary including salary at notice.

The Executive Management can give six months’ notice of termination. Notice of termination by the CEO or other senior executives does not trigger any severance pay.

The Board of Directors prepares matters of remuneration and other terms of employment for the Executive Management and the Board of Directors as a whole constitutes the Remuneration Committee. The CEO does not participate in the work.

The Board of Directors may abandon these guidelines if there are specific reasons for it in an individual case.

Malmö, March 2017
Board of Directors