Development during the year

Operations

BE Group AB (publ), Corp. Reg. No. 556578-4724, which is listed on the Nasdaq Stockholm exchange, is an independent steel distributor that stores and processes steel, stainless steel, and aluminium for customers primarily in the construction and manufacturing industries. Through the company’s production services, customers can order customized steel components to optimize their production processes. In 2025, the Group reported sales of SEK 3.9 billion. BE Group has approximately 520 employees, with Sweden and Finland as its largest markets. The headquarters is located in Malmö, Sweden. Read more about BE Group at www.begroup.com.

Alternative performance measures

BE Group present certain alternative performance measures that are not defined in accordance with IFRS® accounting standards. These alternative performance measures should be seen as a complement and not a substitute for financial information presented in accordance with the standards. Group management believes that these alternative performance measures provide useful information to analysts, other stakeholders and readers of the reports about the Group’s operational and financial development. The alternative performance measures that BE Group considers to be significant are underlying operating result, working capital, net debt and capital employed. Under Alternative performance measures, you can read more about how these are calculated.

Market and business environment

In 2025, the European steel market was characterized by continued weak demand and price pressure. According to full‑year statistics from the global steel industry, total crude steel production within the EU‑27 reached approximately 126.2 million tonnes. This represents a decline of around 2.6% compared with 2024, while global production levels also remained muted due to low activity in both the construction and industrial sectors. Despite the weaker market environment, European producers largely maintained their operating capacity, contributing to a persistent oversupply in the region.

Demand for long products, primarily used in the construction sector, remained weak throughout the year. Prices were relatively stable but at low levels, partly attributable to production adjustments. For flat products, a downward price trend was observed for most of the year, driven by weak demand and strong competition from both European and global suppliers. Overall, 2025 proved to be a challenging year for the European steel industry, characterized by ongoing price pressure, limited growth in underlying demand, and a continued need for structural adjustments in response to prevailing market conditions.

Group structure and organization

The Group consists of two business areas, Sweden & Poland and Finland & Baltics, with a focus on the Group’s main markets. Parent Company & consolidated items include the Parent Company and Group adjustments.

Net sales and business performance

During the year, the Group’s net sales decreased by 16 percent compared to last year and amounted to SEK 3,934 M (4,667). The decline is explained by negative tonnage growth of -8 percent, negative price and mix effects of -3 percent, closure of the Baltic and Polish units of -3 percent and currency effects of -2 percent. Tonnage in the Swedish unit was unchanged while the Finnish unit delivered -13 percent less.

Gross profit amounted to SEK 396 M (517) and the gross margin to 10.1 percent (11.1). The operating result amounted to SEK -586 M (-49). Adjusted for inventory losses of SEK -2 M (-53) and items affecting comparability of SEK -471 M (-47), the underlying operating result amounted to SEK -113 M (51). The underlying operating margin amounted to -2.9 percent (1.1).

Business area Sweden & Poland

Business area Sweden & Poland accounted for 55 percent (52) of the Group’s external net sales during the year. The business area includes the Group’s operations in Sweden consisting of BE Group Sverige AB and the joint venture ArcelorMittal BE Group SSC AB. BE Group Produktion Arvika AB was closed during the year. The Polish operations BE Group Sp.z o.o. was closed during the second quarter. Net sales decreased by 10 percent compared to last year, amounting to SEK 2,187 M (2,423). The decline is explained by negative price and mix effects of -8 percent, closure of the Polish unit of -2 percent while the organic tonnage was unchanged. Operating result amounted to SEK -275 M (-32). Adjusted for inventory losses of SEK -8 M (-48) and items affecting comparability of SEK -245 M (-28), the underlying operating result amounted to SEK -22 M (44). In the result, intra-group expenses invoiced from the Parent Company have been eliminated except for expenses for IT and business systems.

Business area Finland & Baltics

Business area Finland & Baltics accounted for 45 percent (48) of the Group’s external net sales during the year. The business area consists of the Group’s operations in Finland. The Baltic unit was closed during 2024. Net sales decreased by 17 percent compared to last year, amounting to SEK 1,850 M (2,290). The decline is explained by negative organic tonnage growth of -12 percent, closure of the Baltic unit of -4 percent, negative currency effects of -3 percent and positive price and mix effects of 2 percent. Operating result amounted to SEK -263 M (-11). Adjusted for items affecting comparability of SEK -194 M (-19) and inventory gains and losses of SEK 6 M (-4), the underlying operating result amounted to SEK -75 M (12). In the result, intra-group expenses invoiced from the Parent Company have been eliminated except for expenses for IT and business systems.

Intangible key resources

The company’s business system constitutes a central intangible key resource and is an integrated part of the business model. The system enables efficient management of order flows, customer relations, invoicing, and financial reporting. Through automation and data integration, it provides the foundation for scalability, internal control, and data‑driven decision‑making, thereby contributing to the company’s operational efficiency, cost control, and long‑term value creation.

The Group & Parent Company

Net financial items and tax

Consolidated net financial items amounted to SEK -18 M (-22) and net interest accounted for SEK -24 M (-26), of which SEK -9 M (-10) is related to leasing according to IFRS 16. Tax amounted to SEK 66 M (29). The positive tax effect of SEK 66 M is mainly attributable to capitalized loss carryforwards of SEK 41 M and tax reversal of the impairment in Finland of SEK 23 M. Result after tax amounted to SEK -538 M (-42).

Cash flow

Cash flow from operating activities amounted to SEK 2 M (105). The cash flow from investing activities amounted to net SEK -18 M (-84) for the full-year of which SEK 17 M is related to a new business system. Cash flow after investments thus amounted to SEK -16 M (21).

Capital, investments and return

At the end of the period, consolidated working capital amounted to SEK 546 M (628) and average working capital tied-up was 15.4 percent (14.5). Of the year’s investments, totalling SEK 49 M (128), investments in intangible assets accounted for SEK 17 M (92) and investments in tangible assets for SEK 32 M (36). The return on capital employed excl. IFRS 16 was negative and amounted to -39.5 percent (-2.9).

Financial position and liquidity

At the end of the period, consolidated cash and cash equivalents, including overdraft facilities, were SEK 211 M (159) and consolidated interest-bearing net debt excl. IFRS 16 amounted to SEK 297 M (340). At the end of the period, equity amounted to SEK 967 M (1,390). The decrease is mainly connected to write-down of goodwill of SEK -409 M, which was carried out during the second quarter.

During the third quarter, BE Group conducted a rights issue that provided the company with net proceeds of around SEK 135 M. Through the rights issue the share in capital increased by SEK 130 M to SEK 390 M and the total number of shares increased by 6 491 602 to 19 501 726. During the fourth quarter, the extraordinary general meeting resolved on reduction of the share capital without cancellation of shares for allocation to non-restricted equity. Once the reduction of the share capital has been executed, the share capital will amount to SEK 48,754,315.00. The reduction shall be made without cancellation of shares, which means that the share’s quota value will change from SEK 20.00 to SEK 2.50 per share.

Employees

The number of employees amounted to 513 compared to 626 last year. The average number of employees during the year amounted to 555 (640). The decrease is mainly attributable to the closure of the Polish unit and the site in Arvika.

Parent Company & consolidated items

Parent Company & consolidated items include the Parent Company and Group adjustments.

The effects regarding IFRS 16 were reported under Parent Company & consolidated items and have not been allocated to the two business areas.

Sales for the Parent Company, BE Group AB (publ), amounted to SEK 130 M (111) during the period and derived from intra-Group services. These intra-Group services mainly include licensing fees regarding the subsidiaries’ use of the BE Group brand and central expenses for IT and Finance, etc. The expenses are distributed and invoiced to all subsidiaries in the Group. In the result follow-up of the business areas, intra-group expenses were eliminated except for expenses for IT and business systems. Out of the total costs for the Parent Company, of SEK -90 M (-65), SEK 76 M (49) was distributed to the subsidiaries.

The operating result amounted to SEK 9 M (46). Net financial items amounted to SEK -221 M (-2), mainly attributable to write-down of shares in group company of SEK -234 M, which was carried out in the second quarter. The result before tax amounted to SEK -212 M (-11) and the result after tax was SEK -213 M (-10). At the end of the year, Parent Company equity amounted to SEK 989 M (1,067). Investments in the Parent Company amounted to SEK 17 M (92) mainly attributable to a new business system. At the end of the period, cash and cash equivalents in the Parent Company amounted to SEK 61 M (5).

Environmental policy and environmental work

BE Group is working with environmental issues as an integrated part of its operations. The company is working to continuously improve its own facilities’ energy consumption, emissions and waste management.

Overarching environmental policy

A comprehensive environmental policy forms the basis of BE Group’s environmental work. The policy states among others that BE Group shall:

• As a minimum comply with current environmental legislation and requirements from local authorities.
• Be economical in the use of energy and natural resources.
• Work to decrease the amount of waste and emissions from the facilities.
• Identify opportunities to make adjustments benefiting the environment when making investments and changes in processes and facilities.
• Maintain a high level of awareness on environmental issues through ongoing training.
• Document and communicate environmental work to employees and provide open and objective information to external stakeholders.

BE Group is engaged in operations at one site each in Sweden and Finland for which environmental permits are required. Group companies have obtained special permits to engage in operations. All operations within the Group are certified under the ISO 14001 environmental management system.

Share-related information

Ownership structure

The BE Group share has been listed on the Nasdaq Stockholm Exchange since the end of 2006. At the end of the financial year, BE Group had 8,586 shareholders, compared to 10,231 at the end of last year. AB Traction and Svedulf Fastighets AB were the two largest owners with 26.5 percent and 25.6 percent of the shares, respectively. Information regarding other major owners is available under The Share and at the company’s website. At the end of the year, the proportion of institutional ownership (legal entities) totalled 65.6 percent and foreign ownership was 3.5 percent.

During 2025, BE Group’s Group Management consisted of the President and CEO, who also served as Managing Director for Sweden, the CFO, and the Managing Director for Finland. On July 30, 2025, Peter Andersson announced that he would be leaving his role as President and CEO, and his last working day was December 16, 2025. Christoffer Franzén, CFO, assumed the role of Acting President and CEO on December 17, 2025. He is succeeded by Johan Wiig, assuming the position on February 2, 2026. The members of Group Management together held 3,457 shares in BE Group at the close of 2025. At the same time, the company’s board of directors together held 10,294,807 shares, including shares in close association. The disclosures regarding shareholdings in BE Group for the Board of Directors and Group Management refers to own and shares in close association, endowment insurance and legally owned shares which directly or indirectly is controlled by the person or its relatives. BE Group held 26,920 treasury shares at the close of 2025.

Share capital, shares outstanding and rights

The registred share capital amounted to 19,501,726 (13,010,124) common shares on December 31, 2025. Each share has a quotient value of SEK 20.00 (20.00). The Extraordinary General Meeting in December 2025 resolved to reduce the Company’s share capital and once the reduction has been executed, the share capital will amount to SEK 48,754,315. The reduction shall be made without cancellation of shares, which means that the share’s quota value will change from SEK 20.00 to SEK 2.50 per share. The resolution on reduction was implemented in February 2026.

The General Meeting also resolved to adopt new articles of association to enable the reduction of the share capital. According to this, minimum share capital in the company is SEK 45,000,000 and maximum share capital SEK 180,000,000, with a minimum of 10,000,000 and a maximum of 40,000,000 shares. Share capital is determined in Swedish krona.

All shares convey equal rights to a percentage of the company’s net assets, profits and any surplus upon liquidation. Each share carries one vote and there is only one class of shares. There is no limit to the number of votes a shareholder may cast at the Annual General Meeting or with respect to transfer of shares. There are no agreements known to the company that may restrict the right to transfer shares. Further information about the BE Group share is provided on www.begroup.com.

Authorization to the Board of Directors

The Annual General Meeting resolved to authorize the Board to decide, during the period until the next Annual General Meeting and on one or more occasions, decide on new issues of shares, convertible bonds, and/or warrants, with or without deviation from the shareholders’ preferential rights. The purpose is to provide flexibility for acquisitions of companies, businesses, or parts thereof, and to increase the financial flexibility for BE Group. If the decision on the issue is made with deviation from the shareholders’ preferential rights, the number of shares that may be issued through new issues of shares, conversion of convertible bonds, or exercise of warrants must not exceed ten (10) percent of the total number of shares at the time the authorization is first used (calculated after full utilization of the proposed authorization). Decisions on the issue may be made with provisions for non-cash consideration, set-off, cash payment, and/or other conditions.

The Annual General Meeting also resolved to authorize the Board of Directors to decide, on one or several occasions up to the Annual General Meeting 2026, on purchase of the company’s own shares, for the purpose of providing the Board of Directors with increased flexibility in managing the company’s capital structure and enhancing shareholder value, as well as to enable financing of minor company acquisitions. Purchases may be made of up to such a number of shares that the company’s own holdings at any time do not exceed ten percent of all shares in the company. Purchases may only be made on Nasdaq Stockholm and may only be made at a price within the prevailing price range, meaning the range between the highest bid price and the lowest ask price at any given time.

The Annual General Meeting also resolved to authorize the Board of Directors to decide, on one or several occasions up to the Annual General Meeting 2026, regarding the transfer of treasury shares for the purpose of financing smaller corporate acquisitions. Transfer of shares may take place with deviation from the shareholders’ preferential rights corresponding to a maximum number of shares held by the company at the time of the Board of Director’s decision. Transfer of shares may take place as payment of whole or part of the purchase price at the acquisition of a company or business or part of a company or business, and the consideration shall be equal to the assessed market value of the share. On such transfer, payment may be made by assets contributed in kind or by set-off of a claim against BE Group. Transfer may also be made against cash payment by sale on Nasdaq Stockholm, at a price within the price interval that may be registered at any given time, i.e. the interval between the highest purchase price and the lowest sales price at the time of transfer. The Board of Directors shall be entitled to determine the other terms and conditions of the transfer.

During the year, no treasury shares were purchased or transferred and BE Group holds 26,920 treasury shares, corresponding to 0.1 percent of the share capital, which was acquired for a total amount of SEK 21 M.

Corporate governance

A description of the Board of Directors’ work, corporate governance and internal control is presented in the Corporate Governance Report.

Guidelines on remuneration principles for senior executives

The guidelines on remuneration principles for senior executives can be found in the Corporate Governance Report on pages 106 – 107 and the actual remunerations agreed during the year are detailed in Note 4.

Contingent liabilities

Consolidated contingent liabilities amounted to SEK 910 M (797) and refers to committment according to agreement with Stegra, previously H2 Green Steel, regarding cooperation and distribution of fossil-free steel at the Nordic market. The committment towards Stegra presume approved deliveries within certain stipulated timeframes. For more information, see Note 28.

Significant events after the end of the financial year

The geopolitical situation in the Middle East has, in early 2026, been characterized by increased uncertainty, partly linked to developments in the region and relations with Iran. Such developments may affect the global economy through changes in energy prices, transportation flows, and commodity markets, including steel prices. At present, it is not possible to assess any potential consequences for BE Group’s operations or financial position

No other significant events have taken place after the end of the period.

Accounting principles

The consolidated accounts are prepared in accordance with International Financial Reporting Standards (IFRS Accounting Standards), as adopted by the European Commission for application within the European Union. A more detailed explanation of accounting principles is available under “Accounting principles”.

Dividend and dividend policy

According to BE Group’s dividend policy, the Group will distribute at least 50 percent of profit after tax, over time. Dividends shall be distributed taking BE Group’s financial position and prospects into account.