Resolutions at the annual general meeting of BHG Group

2022-05-05 17:20:00

Today, Thursday 5 May 2022, the annual general meeting of BHG Group AB (publ) was held in Malmö. Due to the ongoing pandemic, the shareholders were also offered to exercise their voting rights by postal voting. The following main resolutions were passed.

Allocation of the company’s results and discharge from liability
The meeting resolved that no dividend shall be paid for the financial year 2021, and that the company’s result shall be carried forward.

Furthermore, the meeting resolved on discharge of the members of the board of directors and the managing director from liability for the financial year 2021.

Appointment of and fees payable to members of the board of directors and auditor
The meeting resolved that the board of directors shall consist of six members with no deputies. Christian Bubenheim, Gustaf Öhrn, Mariette Kristenson and Niklas Ringby were re-elected as members of the board of directors, and Joanna Hummel and Pernilla Walfridsson were appointed new members of the board of directors. Gustaf Öhrn was re-elected chairman of the board.

Moreover, the meeting resolved on remuneration to the board of directors amounting to SEK 2,460,000 in total, whereby SEK 600,000 shall be distributed to the chairman of the board and SEK 300,000 to each of the other board members not employed by the company. In addition, SEK 120,000 shall be distributed to the chairman of the audit committee, SEK 60,000 to the other members of the audit committee not employed by the company, SEK 60,000 to the chairman of the remuneration committee and SEK 30,000 to the other members of the remuneration committee not employed by the company.

The meeting also resolved to re-elect Öhrlings PricewaterhouseCoopers AB as auditor. Remuneration to the auditor shall be paid in accordance with approved invoices within the auditor’s quotation.

Nomination committee, remuneration guidelines and remuneration report
The meeting further resolved on nomination committee procedures and on remuneration guidelines for senior executives in accordance with the proposals set forth in the notice convening the meeting. The meeting also resolved to approve the boards of directors’ remuneration report.

Issue authorization
The meeting further resolved, in accordance with the board’s proposal, 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.

Incentive program
The meeting finally resolved to implement a new long-term incentive program for certain senior executives, CEOs and key individuals within the group, through the issue of not more than 1,900,000 warrants to the company’s wholly owned subsidiary for subsequent transfer to current and future employees in the group. The warrants are transferred at a price per warrant subscribed for amounting to the warrant’s market value at the time of the transfer, calculated pursuant to the Black & Scholes warrant valuation model. Each warrant entitles to subscription for one new share in the company at a subscription price corresponding to 130 percent of the volume-weighted average share price pursuant to the official share price list of Nasdaq Stockholm during the five-day period preceding the annual general meeting 2022. Subscription for new shares by virtue of the warrants shall be made during the period 1 August 2025 up to and including 30 September 2025.

MFN