ANNUAL MEETING OF SHAREHOLDERS IN G & L BEIJER AB (PUBL)

ANNUAL MEETING OF SHAREHOLDERS IN G & L BEIJER AB (PUBL)

The Annual Meeting of shareholders in G & L Beijer AB (publ), corporate identity
number 556040-8113, will be held at 3pm on Thursday 26 April 2012 in Börshuset,
Skeppsbron 2, Malmö, Sweden. Registration for the Annual Meeting will start at
2pm.

A. RIGHT TO PARTICIPATE IN THE MEETING

Shareholders who wish to participate in the Annual Meeting must be entered in
the Register of Shareholders maintained by Euroclear Sweden AB, not later than
Friday 20 April 2012 and notify the company not later than noon on Friday 20
April 2012 by mail to: G & L Beijer AB Attn: Linda Prahl, Norra Vallgatan 70,
SE-211 22 Malmö, Sweden; or by telephone +46 40-35 89 00; or by fax +46 40-23 51
65, marked ‘Annual Meeting of shareholders’; or by e-mail to
linda.prahl@gl.beijer.se or on the company’s website www.beijers.com.

When notifying the company, shareholders must state their name, personal
identity number/corporate identity number, address and telephone number. A proxy
form can be downloaded from the company’s website www.beijers.com and will be
mailed to shareholders who contact the company and state their address. Proxies
and persons representing a legal entity must submit an authorisation prior to
the Meeting.

To be entitled to participate in the Meeting, shareholders whose shares are
nominee-registered through the trust department in a bank or another trustee
must re-register their shares temporarily in their own name with Euroclear
Sweden AB. Such a registration must be made not later than Friday 20 April 2012
and the trustee should, therefore, be notified well in advance of the
aforementioned date.

B. BUSINESS AT THE MEETING

Proposal for the Agenda

 1. Election of the Chairman of the Annual Meeting of shareholders.
 2. Drawing up and approval of the voting list.
 3. Approval of the Agenda.
 4. Election of two persons to verify the Minutes.
 5. Review of the procedures to establish if the Annual Meeting has been duly
convened.
 6. Statement by the Managing Director.
 7. Submission of the annual accounts and audit report of the parent company and
the Group.
 8. Resolution regarding:
a) adoption of the profit and loss account and balance sheet of the parent
company and the Group
b) distribution of the company’s profit or loss in accordance with the adopted
balance sheet
c) discharge from liability of the Members of the Board of Directors and the
Managing Director.
 9. Determination of the number of Board Members and Deputy Board Members.
10. Determination of the remuneration of the Board Members elected by the Annual
Meeting.
11. Determination of remuneration to the Auditors.
12. a. Election of Board Members, Deputy Board Members and the Chairman of the
Board of Directors
b. Election of Auditors.
13. Resolution regarding the Election Committee.
14. Resolution regarding guidelines for the remuneration of senior executives.
15. Resolution regarding share split.
16. Resolution regarding amendment to the Articles of Association.
17. Closing the Meeting.

Item 8 b) - Dividend

The Board of Directors proposes a dividend of SEK 9.00 per share for the 2011
financial year and 2 May 2012 as the record day. 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.

Items 1, 9-13 – Election of Board of Directors etc.

Peter Jessen Jürgensen, Chairman of the Board of Directors (and a shareholder),
Peter Rönström (Lannebo Fonder), Chairman of the Election Committee, Philippe
Delpech (Carrier) and Per Trygg (SEB’s fonder) have participated in the Election
Committee. The Election Committee has submitted the proposals listed below.

Shareholders who together represent approximately 79 per cent of the total
number of votes in the company and approximately 67 per cent of the share
capital in the company have stated that they will support the

proposals.

Item 1: The lawyer, Johan Sigeman, is appointed as Chairman of the Annual
Meeting of shareholders.

Item 9: Seven Board Members and no Deputy Board Members.

Item 10: Directors’ fees of SEK 1,165,000 to be distributed as follows: the
Chairman will receive SEK 415,000 and the Board Members who are not employed in
the company or within the Carrier group will receive SEK 250,000 each.

Item 11: Remuneration to the Auditors will be paid in accordance with the
submitted quotation.

Item 12a: Re-election of Peter Jessen Jürgensen, Anne-Marie Pålsson, Bernt
Ingman, Joen Magnusson, Philippe Delpech, Harald Link and William Striebe when
it is proposed that Peter Jessen Jürgensen is appointed as Chairman of the
Board.

Item 12b: Election of the registered public accounting firm
PricewaterhouseCoopers, Malmö as auditors in the company with the authorised
public accountant Lars Nilsson as auditor in charge.

Item 13: The company shall have an Election Committee consisting of one
representative of each of the company’s four largest shareholders together with
the Chairman of the Board of Directors. When the composition of the Election
Committee is decided, the conditions on the last banking date in August 2012
shall determine who are the largest owners by number of votes. If any of the
four largest shareholders refrains from appointing a Member, the right shall be
passed on to the owner who is next in size. The names of the

Members, including the Chairman, and the shareholders who have appointed them
shall be announced as soon as possible and not later than six months prior to
the 2013 Annual Meeting of shareholders, when the following shall apply:

  · The Members of the Election Committee shall appoint the Chairman of the
Election Committee who must not be a Board Member.
  · No special remuneration shall be paid for the work in the Election
Committee.
  · A shareholder who has appointed a Member of the Election Committee may
remove the Member and appoint a new Member and, when required, replace a Member
who has left the Election Committee before the work has been completed. If a
Member no longer represents one of the four largest owners, such a Member can
resign, if the Election Committee finds it appropriate, and a replacement can be
appointed by the owner who has by then become the fourth largest owner.
  · Changes in the composition of the Election Committee, if any, shall be
announced as soon as they have been made.
  · The Election Committee shall work out proposals to be placed before the 2013
Annual Meeting of shareholders for resolutions on the following matters: (a)
Chairman of the Annual Meeting of shareholders, (b) Board of Directors, (c)
Chairman of the Board, (d) Directors’ fees, (e) remuneration of the company’s
Auditors, (f) Auditors and (g) rules for the appointment of the Election
Committee ahead of the 2014 Annual Meeting of shareholders.

Item 14 – Resolution regarding guidelines for the remuneration of senior
executives

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 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 including salary at notice 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.

Item 15 – Resolution regarding a share split

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. The proposal means that the number of shares is doubled and that
the quotient 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.

Item 16 – Resolution regarding amendment to the Articles of Association

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.

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 or Euroclear.  

C. AVAILABLE DOCUMENTS

The financial statements, the Auditors’ statement in accordance with Chapter 8,
Para 54 of the Companies Act, and the Board of Directors’ full proposal for
resolutions in accordance with the above, will be available on the company’s
premises from 5 April 2012 and will be sent on request to shareholders stating
their address.

On the date of issue of this Notice, the total number of shares in the company
amounts to 1,653,120 A shares and 19,585,995 B shares and the total number of
votes to 36,117,195.

 

Malmö, March 2012
Board of Directors
G & L Beijer AB (publ)

For further information, please contact:
Joen Magnusson, Managing Director
G & L Beijer AB
Telephone +46 40-35 89 00
Mobile +46 709-26 50 91

or
Jonas Lindqvist, CFO
Telephone +46 40-35 89 00
Mobile +46 705-90 89 04

G & L Beijer is a technology-oriented trading Group which, through a combination
of added-value agency products and products of the company’s own development,
offers competitive solutions for its customers within refrigeration and air
conditioning.