BHG GROUP AB The shareholders of
Notification of participation, etc.
Participation at the venue
In order to participate in the meeting at the venue in person or represented by a proxy, shareholders 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 on the company’s website, 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 when 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
In order 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 announcing their intention to participate in the meeting, register its shares in its own name so that the shareholder is recorded in the share register as of
As per the date of this notice, there are a total of 179,233,563 shares in the company, corresponding to an equal number of votes. The company holds no treasury shares.
Proposed agenda
- Opening of the meeting.
- Election of chairman of the meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to approve the minutes of the meeting.
- Determination of whether the meeting has been duly convened.
- Approval of the agenda.
- Proposal on the number of board members, appointment and remuneration of new board member.
- The board of directors’ proposal regarding approval of transfer of shares in the subsidiaries Arc E-commerce and Hemfint Kristianstad.
- Closing of the meeting.
Proposal on the number of board members, appointment and remuneration of new board member (item 7)
The nomination committee, composed of Joakim Gjersøe (Ferd, chairman),
- The board of directors shall consist of 6 ordinary board members with no deputies.
- The remuneration to the newly elected board member shall correspond to what was resolved by the annual general meeting on
3 May 2023 , prorated for the number of months on the board. In all other respects, the annual general meeting’s remuneration resolution applies unchanged. - Election of
Pernille Fabricius as new member of the board of directors.
It is the nomination committee’s opinion that the board of directors proposed to be appointed at the extraordinary general meeting 2024 will have a composition well suited to the company’s operations, stage of development and other factors, and that the board members are characterised by versatility and diversity in their expertise, experience and background.
The board of directors’ proposal regarding approval of transfer of shares in the subsidiaries Arc E-commerce and Hemfint Kristianstad (item 8)
BHG owns 100% of the shares and votes in
BHG has entered into an agreement with, among others, the minority shareholders in Hemfint regarding a consolidation of Outl1, Hemfint and Trendrum, through which the ownership of these companies will be placed in a jointly owned newly established holding company that forms
After the transaction, the jointly owned newly established holding company will thus own 100% of the shares and votes in Outl1, Hemfint and Trendrum, meaning that BHG, indirectly, becomes the owner of 67.5% of the shares and votes in Outl1, Hemfint and Trendrum. Accordingly, the transaction means that BHG will transfer an equivalent of 32.5% of the shares in Outl1 and 16.3% of the shares in Hemfint to MinCo, and in return indirectly receive 67.5% of the shares in Trendrum.
The purchase price for the shares that are to be transferred by BHG pursuant to the agreement thus consists of shares in Trendrum, which together – on the basis of an agreement between the parties in the transaction – are valued at approximately
BHG’s transfer of the shares in Outl1 and Hemfint is subject to approval of the extraordinary general meeting of BHG in accordance with the provisions of Chapter 16 of the Swedish Companies Act. Thus, in order for the resolution to be valid, the resolution must be supported by shareholders representing at least nine tenths of the votes cast and the shares represented at the meeting.
For further information on the consolidation, refer to BHG’s press release on
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Questions and shareholders’ right to request information
Shareholders are reminded of their right to, at the 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
Documentation for resolutions are available at the company’s office at Hans Michelsensgatan 9, 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
[1] MinCo will be 40.0% owned by
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