Articles of Association

Corporate Identity Number 556040-8113

Para 1

The Company's name is Beijer Ref AB (publ).

Para 2

The objective of the Company's activities is to own and manage shares, other securities and other similar chattels and to run operations of any kind and to own and manage chattels and real property through subsidiaries.

Para 3

The Company's Board of Directors shall have its registered office in Malmö. General Meetings of shareholders can also be held in Stockholm.

Para 4

The Company's share capital shall be not less than one hundred million kronor (SEK 100,000,000) and not more than four hundred million kronor (SEK 400,000,000).

Para 5

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

Para 6

The shares shall be issued in two series denominated as series A and series B.

Of the share capital, not more than SEK 400,000,000 nominal can consist of series A shares and not more than SEK 400,000,000 nominal of series B shares.

Series A shares entitle their holders to ten votes each and series B shares to one vote each.

Series A shares can be converted into series B shares at the request of holders of series A shares. An application for conversion shall be made in writing to the Company's Board of Directors and, in so doing, the number of shares requested to be converted shall be stated. The Board of Directors of the Company shall, without delay, deal with matters of conversion to series B shares. Conversion shall be notified for registration without delay and is effected when the registration is made.

On such a new issue of shares, which is not made against capital contributed in kind, holders of series A shares and series B shares shall have right of preference to subscribe to new shares of the same class of shares in relation to the number of shares the holder already owns (primary right of preference). Shares not subscribed with primary right of preference shall be offered for subscription to all shareholders (subsidiary right of preference). If the shares offered for such subscription do not suffice for the subscription made with subsidiary right of preference, the shares shall be distributed between the subscribers in relation to the total number of shares they already own in the Company. To the extent that this cannot be effected relating to a specific share/specific shares, distribution is made by ballot.

Should the Company decide to issue only series A or series B shares then all shareholders, regardless of whether their shares are of series A or series B, shall have right of preference to subscribe to new shares in relation to the number of shares they already own.

What is stated above shall not involve any restriction of the opportunity to take a decision about a cash issue with a departure from shareholders' right of preference.

What is stipulated above about shareholders' right of preference shall have the corresponding application on the issue of warrants and convertibles.

On an increase in the share capital through a bonus issue, new shares shall be issued of each class of shares in relation to the number of shares of the same class which already exist. Then old shares of a specific class shall have right of preference to new shares of the same class of shares. What has now been stated shall not involve any restriction of the opportunity to issue shares of a new class through a bonus issue after a necessary amendment to the Articles of Association.

Para 7

The Company's Board of Directors shall comprise not less than four and not more than eight Members with not more than the same number of Deputy Members. These Members and Deputy Members are elected by the Annual Meeting of shareholders for a term until the end of the following Annual Meeting of shareholders.

Para 8

Two Auditors, with not more than two Deputy Auditors or a registered Public Accounting Firm, shall be appointed to examine the Company's administration and accounting records.

Para 9

The Company's shares shall be registered in a reconciliation register in accordance with the legislation (1998:1479) relating to keeping records of financial instruments.

Para 10

Notice of a General Meeting of shareholders shall be made by announcement in Post- och Inrikes Tidningar and on the Company's website. The fact that a Notice has been issued shall be announced in Dagens Industri.

Shareholders who wish to participate in the General Meeting must notify the Company not later than 12 noon on the date stated in the Notice of the Meeting. This day must not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and not fall earlier than the fifth weekday prior to the Meeting. In addition, the shareholder must be must be entered in the printout or other statement of the Company's register of shareholders with respect to the conditions five weekdays prior to the Meeting.

Shareholders may bring along one or two assistants to a General Meeting; however shareholders may only do this if the shareholder has notified this in accordance with the previous section.

Para 11

The Chairman or the person appointed by the Board of Directors shall open the General Meeting of shareholders.

At a General Meeting of shareholders, every person entitled to vote shall have the right to vote for the full number of shares owned and represented by him or her.

Para 12

The Annual Meeting of shareholders shall deal with the following business.

1. Election of the Chairman of the Annual Meeting of shareholders;

2. Drawing up and approval of the Register of Voters;

3. Approval of the Agenda;

4. Election of two persons to verify the Minutes;

5. Review of the procedures to establish if the Meeting has been duly convened;

6. Submission of the annual accounts and the audit report together with the consolidated financial statements and the consolidated audit report;

7. Resolutions regarding:

a. adoption of profit and loss account and balance sheet of the parent company together with the consolidated profit and loss account and the consolidated balance sheet,

b. appropriation 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;

8. Determination of the number of Board Members and Deputy Board Members to be elected by the Annual Meeting;

9. Determination of remuneration of the Board Members elected by the Annual Meeting;

10. Determination of remuneration of the Auditors;

11. Election of Board Members and Deputy Board Members, Chairman of the Board of Directors and, where applicable, appointment of a Public Accounting Firm or Auditors and Deputy Auditors, if any;

12. Election of Members of the Election Committee or resolution regarding the procedure for how Members of the Election Committee shall be appointed;

13. Other business which rests upon the Annual Meeting in accordance with the Companies Act or the Swedish Code of Corporate Governance.

Para 13

The calendar year shall be the Company's financial year.