Statement by the Board of Directors

March  15, 2018

pursuant to Chapter 19, Section 22 of the Swedish Companies Act

The Board of Directors has proposed that Beijer Ref’s Annual General Meeting (“AGM”) for 2018 shall authorise the Board to resolve, during the time up to the next AGM, on the acquisition of the company’s own shares. The proposal entails that the Board may decide on the acquisition of maximum 341,000 shares in the company. Because of this proposal, the Board hereby issues the following statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

The company’s unappropriated earnings as per December 31, 2017, amount to SEK 1,369,863 before resolution on any dividend for 2017.

Provided that the 2018 AGM resolves to allocate the earnings in accordance with the Board’s proposal under item 8 b on the agenda, SEK 1,126,115 will be carried forward. As described in the statement of the Board pursuant to Chapter 18, Section 4 of the Swedish Companies Act, there will be full coverage for the company’s restricted equity after distribution of the proposed dividend. Further, the Board has made the assessment that the dividend is within the scope of the company’s long-term objectives and is justifiable considering the requirements set forth in Chapter 17, Section 3 of the Swedish Companies Act.

According to the Board’s assessment, the company’s and group’s shareholders’ equity, following any repurchase of own shares pursuant to the proposed repurchase authorisation, will be sufficiently large in relation to the type, scope and risks of the operation. The Board has conducted an assessment of the company’s and the group’s financial position and the company’s and the group’s potential to fulfil their obligations in the short and long-term. Considering also the proposed repurchased authorisation, the company’s and the group’s financial solidity has been deemed good, in relation to the industry in which the group is active. The execution of any repurchase of own shares will not impact the company’s and the group’s ability to fulfil their payment obligations. The company and the group have good access to both short and long-term credit facilities. The Board believes that the company and the group have the prerequisites to take future business risks and also able to cope with possible losses.

In addition to the above statements, the Board has considered other known conditions that may be significant to the company’s and the group’s financial position. No circumstances have arisen to make the proposed repurchase authorisation not appear justifiable.

Malmö in March 2018
Beijer Ref AB (publ)
The Board of Directors