Resolutions at the annual general meeting of BHG Group
Today, Wednesday 5 May 2021, the annual general meeting of BHG Group AB (publ) was held. Due to the extraordinary situation as a result of the COVID-19 pandemic, the annual general meeting was carried out through postal voting, without any physical attendance. 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 2020, 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 2020.
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, Johan Giléus and Niklas Ringby were re-elected as members of the board of directors, and Camilla Giesecke and Mariette Kristenson 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 1,900,000 in total, whereby SEK 500,000 shall be distributed to the chairman of the board and SEK 250,000 to each of the other board members not employed by the company. In addition, SEK 100,000 shall be distributed to the chairman of the audit committee and SEK 50,000 to the chairman of the remuneration committee.
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.
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.
The meeting finally resolved to implement a new long-term incentive program for certain senior executives, CEOs and key individuals, through the issue of not more than 1,200,006 warrants 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 during the five-day period preceding the annual general meeting 2021. Subscription for new shares by virtue of the warrants shall be made during the period 1 August 2024 up to and including 30 September 2024.
For more information, please contact:
Adam Schatz, President and CEO of BHG Group
Tel: +46 (0)709 32 43 00. E-mail: email@example.com
Johan Hähnel, Head of Investor Relations, BHG Group
Tel: +46 (0)70 605 63 34. E-mail: firstname.lastname@example.org
The information was submitted for publication, through the agency of the contact persons set out above, at 14:00 CEST on 5 May 2021.
BHG is the number 1 consumer e-commerce company in the Nordics. In addition to our Nordic operations, we also have a significant presence in the rest of Europe, as well as in selected markets outside of Europe. Our strong position in these markets makes us the largest European online pure-play within the Home Improvement space, meaning Do-It-Yourself and Home Furnishings. With an ecosystem of online stores, supported by physical destinations and services, such as last-mile deliveries and installation, we offer the market’s leading range of well-known external and strong own brands, totalling close to 1 million unique products and encompassing a complete offering within DIY, leisure, furniture and furnishings.
The Group includes over 100 online sites – including sites like www.bygghemma.se, www.trademax.se, www.chilli.se, www.furniturebox.se and www.nordicnest.se – and over 70 showrooms. We are headquartered in Malmö, Sweden, with operations throughout Europe. Our share is traded on Nasdaq Stockholm, under the ticker “BHG.”
The BHG brands employ more than 2,000 people, working every day to create the ultimate online shopping experience by combining an unbeatable product range with smart technology, leading product expertise and a broad range of services.