BHG GROUP AB The shareholders of
Notification of participation, etc.
Participation at the venue
A shareholder who wishes to participate in the meeting at the venue in person or represented by a proxy must (i) be entered in the share register maintained by
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available at www.wearebhg.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than
Participation by advance voting
A shareholder who wishes to participate in the meeting by advance voting must (i) be entered in the share register maintained by
A separate form shall be used for advance voting. The advance voting form is available on the company’s website, www.wearebhg.com. A completed and signed form may be submitted by post to
If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the advance voting form. A proxy form is available on the company’s website www.wearebhg.com. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed.
Nominee-registered shares
To be entitled to participate in the meeting, at the venue or by advance voting, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on
There are a total of 179,233,563 shares in the company, corresponding to an equal amount of outstanding votes. The company holds no treasury shares.
Proposed agenda
1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons to approve the minutes of the meeting.
5. Determination of whether the meeting has been duly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the auditor’s report as well as the consolidated annual accounts and the auditor’s report for the group.
8. Resolutions regarding
a) the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
b) allocation of the company’s results in accordance with the adopted balance sheet, and
c) discharge of the members of the board of directors and the CEO from liability.
9. Determination of the number of members of the board of directors and auditors.
10. Determination of remuneration for members of the board of directors and auditor.
11. Election of members of the board of directors, chairman of the board of directors and auditor.
a) Re-election of
b) Re-election of
c) Re-election of
d) Re-election of
e) Re-election of Negin Yeganegy as member of the board.
f) Re-election of
g) Re-election of
h) Re-election of Öhrlings
12. Resolution regarding the nomination committee.
13. Presentation of the board of directors’ remuneration report for approval.
14. The board of directors’ proposal regarding authorisation for the board of directors to resolve on new share issue.
15. Closing of the meeting.
Allocation of the company’s results (item 8 b)
The board of directors proposes that no dividend shall be paid, and that the company’s result shall be carried forward.
The nomination committee’s proposals (items 2 and 9–12)
The nomination committee, composed of Joakim Gjersøe (Ferd, chairman),
• Attorney-at-law Erik Sjöman shall be appointed chairman of the annual general meeting.
• The board of directors shall be composed of six ordinary board members with no deputies.
• The remuneration to the board of directors shall amount to unchanged
• Re-election of
• Re-election of
• The company shall have one auditor with no deputies.
• Remuneration to the auditor shall be paid in accordance with approved invoices within the auditor’s quotation.
• Re-election of the audit company Öhrlings
Further information on the board members proposed for re-election is available at www.wearebhg.com.
The nomination committee further proposes that the annual general meeting resolves upon a nomination committee for the annual general meeting 2025, as follows.
The chairman of the board shall, based on the ownership of the company as of
The member of the nomination committee that represents the largest shareholder in respect of voting power shall be chairman of the nomination committee, provided that the members of the committee do not agree on another chairman. The chairman of the nomination committee shall not be a member of the board of directors in the company. A shareholder that has appointed a member of the nomination committee, is entitled to discharge that member and appoint a new member at any time. If a member resigns from the nomination committee prior to the completion of its work, the shareholder that appointed the member to the nomination committee is entitled to appoint a new member to the nomination committee. In the event of a material change in the ownership of the company after
The members of the nomination committee shall not receive remuneration. However, the nomination committee is entitled to charge the company with reasonable costs for hiring recruitment consultants and other consultants that are necessary for the nomination committee to complete its tasks. In addition, the company shall, at the request of the nomination committee, provide reasonable human resources, such as a secretarial function, to facilitate the work of the nomination committee.
The nomination committee shall pursue the tasks that are the responsibility of the nomination committee pursuant to the Swedish Corporate Governance Code.
The board of director’s proposal regarding authorization for the board of directors to resolve on new share issue (item 14)
The board of directors proposes that the annual general meeting resolves to authorize the board, on one or several occasions and for the period up to the next annual general meeting, to resolve to issue new shares, with or without deviation from the shareholders’ pre-emptive rights. The total number of shares that may be issued under the authorization must not amount to more than 20 percent of the total number of shares outstanding in the company following exercise of the authorization. A new issue may be made with or without provisions concerning non-cash consideration, set-off or other provision.
The purpose of the authorization is to enable the company to, in accordance with the company’s established acquisition strategy, finance acquisitions with own shares and to provide the board of directors with increased flexibility in the work with the company’s capital structure. Issuances of new shares under the authorization shall be made on market terms and conditions.
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Questions and shareholders’ right to request information
Shareholders are reminded of their right to, at the annual general meeting, obtain information from the board of directors and CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to
Documentation
The annual report, the board of directors’ remuneration report and all other documentation for resolutions are available at the company’s office at Hans Michelsensgatan 9, SE-211 20 Malmö,
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. BHG Group AB’s (publ) corporate registration number is 559077-0763 and its registered office is in Malmö,
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Malmö in
The board of directors
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