Bergman & Beving : Election Committee's proposals and statement of explanation 2022

Annual General Meeting of Bergman & Beving AB (publ) on 24 August 2022 - Documentation for Item 2, 11-14

Proposal by the Election Committee of

Bergman & Beving AB (publ) for resolution, reasoned statement, and account of its work ahead of the Annual General Meeting on 24 August 2022

Background

On 9 February 2022, in accordance with the resolution passed by Bergman & Beving AB's 2021 Annual General Meeting, an Election Committee was announced with Chairman of the Board and representatives for the four largest shareholders/shareholder groups in terms of voting rights. The Election Committee comprises Chairman of the Board Jörgen Wigh, Anders Börjesson, Henrik Hedelius, Johan Lannebo (appointed by Lannebo Fonder) and Caroline Sjösten (appointed by Swedbank Robur Fonder). Anders Börjesson was appointed by the Election Committee as Chairman of the Election Committee. The members of the Election Committee represent approximately 50 percent of the total number of voting rights in Bergman & Beving AB.

The Election Committee, in accordance with the principles established by the Annual General Meeting, was mandated to draw up proposals on the following issues to be presented at Bergman & Beving AB's Annual General Meeting:

• election of Chairman to preside over the 2022 Annual General Meeting,
• election of the Company's Board of Directors and Chairman of the Board,
• fees to directors and Chairman of the Board,
• election of auditor and fees to auditors, and
• any changes in principles for the appointment of the Election Committee and the Election Committee's duties.

The Election Committee held two meetings which minutes were taken and maintained regular communications. As a basis for its work, the Election Committee has, among other documents, read the assessment by the Board of Directors of work carried out during the year. To assess the demands facing the Board of Directors as a result of the Company's situation, strategic challenges and future direction, the Election Committee discussed the Board's size and composition, in terms of industry experience and expertise and how the Board's work has been conducted.

Proposal by the Election Committee for resolution

Chairman to preside over the 2022 Annual General Meeting

The Election Committee proposes Chairman of the Board Jörgen Wigh to be elected Chairman of the 2022 Annual General Meeting.

Election of the Company's Board of Directors and Chairman of the Board The Election Committee proposes the following:

• Six regular directors.
• Re-electionof the current directors Fredrik Börjesson, Charlotte Hansson, Henrik Hedelius, Malin Nordesjö, Niklas Stenberg and Jörgen Wigh.
• Re-electionof Jörgen Wigh as Chairman of the Board.

BERGMAN & BEVING

Mail address PO Box 10024 SE-100 55 Stockholm Sweden

Visit Cardellgatan 1 Stockholm

Tel [phone]

Org No 556034-8590

Web www.bergmanbeving.com

Annual General Meeting of Bergman & Beving AB (publ) on 24 August 2022 - Documentation for Item 2, 11-14

Taking into consideration Bergman & Beving's operations, stage of development, strategy and position, the Election Committee considers the composition of the proposed Board of Directors to be appropriate and characterised by diverse and broad expertise, experience, and backgrounds. With respect to gender distribution, the proposed composition of the Board includes two women and four men. Accordingly, the proportion of women on the Board would be 33 percent, which is unchanged from the 2021 Annual General Meeting. The Election Committee considers diversity to be an important issue and urges all future Election Committees to continue working proactively to further increase the proportion of women on the Board.

The proposed composition of the Board of Bergman & Beving AB meets the requirement of the Swedish Corporate Governance Code (the "Code") with respect to independent directors. Except for Fredrik Börjesson, Henrik Hedelius and Malin Nordesjö, all directors are considered independent in relation to the Company's major shareholders. All directors are considered independent in relation to the Company and management.

Fees to directors and Chairman of the Board

The Election Committee proposes the fee per director compared with the preceding year as below:

• Fee for directors elected by the Annual General Meeting: SEK 375,000/director (preceding year SEK 350,000).
• Fee for Chairman of the Board: SEK 850,000 (preceding year SEK 800,000).

The following additional fees will be paid for committee work:

• Compensation Committee: SEK 80,000 (preceding year SEK 75,000) to each committee director (two members).
• Audit Committee: SEK 80,000 (preceding year SEK 75,000) to the Chairman of the Board.

Provided that the necessary tax prerequisites for invoicing exist and that doing so would not entail a cost for Bergman & Beving, directors shall be offered the opportunity to invoice their directors' fees through a Swedish wholly owned company or private business. If a director invoices his/her directors' fee through a wholly owned company or private business, the fee is to be increased by an amount corresponding to the social security contributions and value added tax stipulated by law.

Election of a registered accounting firm and fees to auditors

The Election Committee proposes the re-election of the registered accounting firm KPMG AB for the period until the end of the next Annual General Meeting.

It is proposed that fees be paid in return for approved invoices.

Principles for the appointment of the Election Committee and the Election Committee's duties

No change is proposed by the principles set out at the Annual General Meeting 2021 for how the Election Committee is to be appointed and its assignments.

Stockholm, July 2022

Election Committee of Bergman & Beving AB

BERGMAN & BEVING

Mail address PO Box 10024 SE-100 55 Stockholm Sweden

Visit Cardellgatan 1 Stockholm

Tel [phone]

Org No 556034-8590

Web www.bergmanbeving.com