Corporate Governance

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Renumeration and Incentive Programmes

The general meeting of shareholders has resolved on remuneration to board members and on long term incentive programmes to senior executives, CEOs and key individuals.

The guidelines for remuneration to the CEO and other senior executives are set out in the Guidelines for the determination of remuneration to senior executives. The current guidelines were adopted by the annual general meeting on 5 May 2022.

Guidelines for the determination of remuneration to senior executives.

Remuneration to board members
The Annual General Meeting on May 6, 2024, resolved that the remuneration to the members of the Board shall amount to a total of SEK 2,160,000 according to the following distribution. SEK 600,000 shall be paid to the Chairman of the Board and SEK 300,000 shall be paid to other board members not employed by the company. In addition, SEK 120,000 shall be paid to the Chairman of the Audit Committee, SEK 60,000 to 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 other members of the Audit Committee who are not employed by the company.

LTIP 2022/2025
At the Annual General Meeting of BHG Group AB (publ) held on 5 May 2022, shareholders resolved to implement a new long-term incentive program for certain senior executives, CEOs and key individuals, through the issue of not more than1,900,000 warrants. The right to subscribe for the warrants was, with deviation from the shareholders’ pre-emptive rights, given to the company’s wholly owned subsidiary BHG Group LTIP AB for subsequent transfer to current and future employees in the group. The warrants were issued free of charge to the subsidiary and transferred to the participants at market value. Each warrant entitled 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.

LTIP 2023/2026
At the Extra General Meeting held on 13 January 2023, the shareholders resolved to implement a new long-term incentive program for the CEO, through the issue of not more than 1,898,654 warrants. The right to subscribe for the warrants was, with deviation from the shareholders’ pre-emptive rights, given to the company’s wholly owned subsidiary BHG Group LTIP AB for subsequent transfer to the CEO. The warrants were issued free of charge to the subsidiary and transferred to the CEO at market value.  Each warrant entitled to subscription for one new share in the company at a subscription price of 35 SEK. Subscription for new shares by virtue of the warrants shall be made during the period 3 April 2025 up to and including 3 July 2026.

LTIP 2023/2026:2
At the Annual General Meeting held on 3 May 2023, shareholders resolved to implement a new long-term incentive program for certain senior executives, CEOs and key individuals, through the issue of not more than4,800,000 warrants. The right to subscribe for the warrants was, with deviation from the shareholders’ pre-emptive rights, given to the company’s wholly owned subsidiary BHG Group LTIP AB for subsequent transfer to current and future employees in the group. The warrants were issued free of charge to the subsidiary and transferred to the participants at market value. Each warrant entitled to subscription for one new share in the company at a subscription price of 35 SEK. Subscription for new shares by virtue of the warrants shall be made during the period 1 August 2026 up to and including 30 September 2026.

Long-term share-based incentive program 2023/2026
At the Annual General Meeting held on 3 May 2023, the shareholders resolved to implement a new long-term share-based incentive program for certain senior executives, CEOs and key individuals. In order to participate in the program, the participants must have made a private investment in the company by acquiring Investment Shares. For each Investment Share held under the program, the company will grant Rights of to up to two Performance Shares free of charge, provided that certain conditions are fulfilled. A Right will be considered vested and exercised provided that the participant has kept its own original Investment Shares and has maintained its employment within the group up to and including the date of the annual general meeting 2026.

 

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