Articles of Association
These articles of association have been adopted at the general meeting on 3 May 2023.
§ 1 Company name
The name of the company is BHG Group AB. The company is a public company (publ).
§ 2 Registered office
The board of directors shall have its registered office in the municipality of Malmö, Skåne county.
§ 3 Object of the company
The company’s objects are equity participation in subsidiaries and provision of consultancy services regarding strategy, management, business development and administration to group companies and conduct any activities related to the aforementioned.
§ 4 Share capital
The share capital shall not be less than SEK 3,000,000 and not more than SEK 12,000,000.
§ 5 Amount of shares and share classes
The number of outstanding shares shall not be less than 100,000,000 and not more than 400,000,000.
§ 6 Board of directors
The board of directors shall consist of a minimum of three and a maximum of ten directors.
§ 7 Auditors
For the review of the company's annual report as well as the management pursued by the board of directors and the managing director, the annual general meeting shall elect one auditor or audit firm.
§ 8 Convening of shareholders’ meeting
Notice of general meetings shall be made by announcement in the Official Swedish Gazette and by posting the notice on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
§ 9 Attendance at shareholders’ meeting
A shareholder that wishes to participate in a general meeting must notify the company of his/her, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.
§ 10 Place for holding shareholders’ meeting
A general meeting is to be held where the board of directors has its registered office or in the municipality of Stockholm.
§ 11 Matters of the annual general meeting
The annual general meeting shall be held annually within six months after the end of the financial year. At the annual general meeting, the following matters shall be considered:
- Opening of the meeting.
- Election of chairman of the meeting.
- Preparation and approval of the voting list.
- Election of one or more persons to certify the minutes.
- Examination of whether the meeting has been properly convened.
- Approval of the agenda.
- Presentation of the annual report and the auditors' report and the group annual report and the group auditor’s report.
- Resolutions regarding: a) adoption of income statement and balance sheet and the group income statement and the group balance sheet, b) decision regarding the profit or loss of the company in accordance with the adopted balance sheet and group balance sheet, and c) discharge from liability of the board of directors and the managing director.
- Determination of the number of directors and auditors.
- Determination of fees to the board of directors and to the auditors.
- Election of the board of directors and auditors.
- Any other matter to be dealt with by the meeting according to the Swedish Companies Act or the articles of association.
§ 12 Financial year
The fiscal year of the company shall be 1 January to 31 December.
§ 13 Central securities depository registration
A shareholder or nominee that is registered in the share register and a CSD register on the record date, in accordance with Ch. 4 the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or registered in a CSD account pursuant to Ch. 4 Sec. 18 first § item 6-8 of the aforementioned act, is deemed to have the right to exercise the rights stipulated in Ch. 4 Sec. 39 the Swedish Companies Act (SFS 2005:551).
§ 14 Collection of powers of attorney and postal voting
The board of directors may collect powers of attorney in accordance with the procedures described in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act (2005:551). The board of directors may resolve, prior to a shareholders’ meeting, that the shareholders shall be entitled to exercise their voting rights by post prior to the shareholders’ meeting.
