The Board of Directors' proposal

April  03, 2012

THE BOARD OF DIRECTORS' FULL PROPOSAL FOR RESOLUTION (2012 Annual Meeting of shareholders)

Proposal for Dividend – item 8 b) on the Agenda

The Board of Directors proposes that a dividend of SEK 9.00 per share is paid for the 2011 financial year and that 2 May 2012 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 7 May 2012 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. The Group's equity ratio after the proposed dividend amounts to 45 per cent.

Proposal for resolution regarding guidelines for the remuneration of senior executives – item 14 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 is meant the Managing Director, the Chief Financial Officer, the Managing Director of G & L Beijer Ref AB and the Chief Operating Officer of 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. The individual will receive a maximum amount equivalent to six months' salary. On the maximum outcome, the cost for the variable the salary is estimated to amount to SEK 4.3M in total.

The Executive Management's pension scheme is contribution-based. An amount equivalent to 26 per cent of the gross salary is appropriated annually for the Managing Director, and an amount equivalent to not more than 24 per cent of the gross salary is appropriated annually for the other Members of the Executive Management.

Severance pay of not more than 24 months' salary will be paid to the Managing Director. Severance pay to the other Members of the Executive Management varies and amounts to not more than 24 months' salary including salary at notice.

The Executive Management can give six months' notice of termination. Notice of termination by the Managing Director 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 Managing Director 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.

Proposal for resolution regarding a share split – item 15 on the Agenda

The Board of Directors proposes that the Annual Meeting passes a resolution regarding a share split so that each existing share is split into two shares of the same class (2:1) on the record day for the split. The proposal means that the number of shares is doubled and that the nominal value of the share is halved. After the share split has been carried out, the company will have 42,478,230 shares represented by 3,306,240 A shares and 39,171,990 B shares. The objective of the share split is to increase the liquidity in the share. If the Meeting passes a resolution in accordance with the proposal, the Board of Directors will decide that 31 May 2012 will be the date of execution for the share split at Euroclear Sweden AB.

Proposal for resolution regarding amendment to the Articles of Association – item 16 on the Agenda

The Board of Directors proposes that the Annual Meeting passes a resolution regarding amendment to the Articles of Association on account of the proposed share split. The Board's proposal means that the limits for number of shares in Para 5 are amended so that the lowest number of shares shall be 20,000,000 and the highest number of shares shall be 80,000,000.

Current wording

Para 5

The number of shares shall be not less than 5,714,286 and not more than 22,857,144.

Proposed wording

Para 5

The number of shares shall be not less than 20,000,000 and not more than 80,000,000.

For the resolution regarding amendment to the Articles of Association under this item to be valid, the resolution must be supported by shareholders representing at least two thirds of the votes cast and the shares represented at the Annual Meeting.

The Board of Directors' proposal under items 15 and 16 also includes authorisation for the Managing Director to make any minor adjustments in the Annual Meeting's resolutions which may be necessary in connection with registration at the Company Registration Office or Euroclear.

Malmö, 3 April 2012

G & L BEIJER AB (publ)
Board of Directors

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