The Election Committee’s proposal

March  07, 2018

Beijer Ref AB Election Committee’s explanatory statement regarding the proposal for election of the Board of Directors at the Annual General Meeting 2018.

In accordance with the resolution passed by the 2017 Annual Meeting of shareholders, the following members were appointed to the Election Committee ahead of the 2018 Annual General Meeting of shareholders: Johan Strandberg, Chairman (SEB Fonder), Mats Gustafsson (Lannebo Fonder), Joen Magnusson, Bernt Ingman (Chairman of Beijer Ref) and Muriel Makharine (United Technologies).

The Election Committee’s proposal to the Annual Meeting of shareholders

- Beijer Ref’s Chairman Bernt Ingman is proposed as Chairman of the Annual General Meeting.

- The number of members of the Board is proposed to remain seven.

- It is proposed re-election of Bernt Ingman, Joen Magnusson, Peter Jessen Jürgensen, Monica Gimre, Frida Norrbom Sams, William Striebe and Ross B. Shuster as board members.

- It is proposed re-election of Bernt Ingman as Chairman of the Board of Directors.

- Remuneration shall be paid as follows:

SEK 610,000 to the Chairman

SEK 310,000 to Board Members

SEK 75,000 to the Chairman of the Audit Committee

SEK 50,000 to Members of the Audit Committee

In total: SEK 1,975,000

Board Members employed by Beijer Ref AB or the Carrier Group will not be paid remuneration.

- The Election Committee further proposes, the re-election of the registered accounting firm PricewaterhouseCoopers AB, with authorized public accountant Lars Nilsson as auditor in charge.

- The Election Committee proposes that the Auditors´ fee shall be paid on the basis of approved invoice.

The Election Committee’s justified statement over its proposal for Board of Directors

The Election Committee has before the AGM 2018 held five meetings.

In the election work for this year’s AGM, the Election Committee has made an assessment of the composition and size of the current Board as well as Beijer Ref operations, it’s phase of development and conditions in general. Furthermore, the Election Committee has discussed the Board of Directors’ diversity and composition relating to industry experience, competence, gender distribution, and international experience. As a basis for its decision, the Election Committee has taken note of the Chairman's statement of the board's work, studied the results of the external board evaluation and interviewed all Board members. This review shows that the Board's work has continued to be active with great commitment and high attendance by its members.

After its evaluation, the Election Committee has found that the board work functions well. The Election Committee considers that the composition and the size of the proposed Board is appropriate to meet Beijer Refs needs. The Election Committee has also assessed that the proposed Board members will be able to devote the necessary time required to fulfil their tasks as Board members in Beijer Ref.

Two out of seven of the proposed Directors of the Board to be elected at the shareholders’ meeting are women.

The Election Committee has applied rule 4.1 of the Swedish Corporate Governance Code as diversity policy in its election work. The Election Committee considers that a breadth and versatility as regards age, nationality, educational background, gender, experience, competences and the term of office is represented among the proposed Directors of the Board. The Election Committee believes that diversity is vital and that it is important that coming Election Committees continue to work actively to achieve a gender balance in the Board.

It is noted that the Election Committee has found that the proposed Board is considered to be in compliance with relevant requirements for independence.

The Election Committee has discussed the level and structure of the Board compensation and board fees compared with fees in in similar companies. Against this background the Election Committee proposes an increase of the Board fees with just over 4 percent as a market adjustment. The fee for members of the Audit Committee is proposed to be adjusted to better reflect the work effort required in the committee work.

The Election Committee has reviewed the current instructions for the Election Committee, which were resolved by the Annual General Meeting 2014, and has decided that no changes will be proposed.