Notification of participation, etc.
A shareholder who wishes to participate in the meeting must (i) be entered in the register of shareholders maintained by Euroclear Sweden AB by Monday, 24 April 2023 and (ii) no later than Wednesday, 26 April 2023, give notice by post to BHG Group AB (publ), Attn: BHG Group AGM 2023, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, via e-mail to GeneralMeetingService@euroclear.com or by telephone +46 (0) 8-402 58 69. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available at 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 Tuesday, 2 May 2023.

Nominee-registered shares
To be entitled to participate in the meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 24 April 2023. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee no later than 26 April 2023 are taken into account when preparing the register of shareholders.

There are a total of 179,233,563 shares in the company, corresponding to an equal amount of outstanding votes. The company holds no treasury shares.

Proposed agenda
1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons to approve the minutes of the meeting.
5. Determination of whether the meeting has been duly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the auditor’s report as well as the consolidated annual accounts and the auditor’s report for the group.
8. Resolutions regarding
a) the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
b) allocation of the company’s results in accordance with the adopted balance sheet, and
c) discharge of the members of the board of directors and the managing director from liability.
9. Determination of the number of members of the board of directors and auditors.
10. Determination of remuneration for members of the board of directors and auditor.
11. Election of members of the board of directors, chairman of the board of directors and auditor.
a) Re-election of Christian Bubenheim as member of the board.
b) Re-election of Joanna Hummel as member of the board.
c) Re-election of Kristian Eikre as member of the board.
d) Re-election of Vesa Koskinen as member of the board.
e) Election of Mikael Olander as new member of the board.
f) Election of Negin Yeganegy as new member of the board.
g) Re-election of Christian Bubenheim as chairman of the board.
h) Re-election of Öhrlings PricewaterhouseCoopers AB as auditor.
12. Resolution regarding the nomination committee.
13. Presentation of the board of directors’ remuneration report for approval.
14. The board of directors’ proposal regarding amendment of the articles of association.
15. The board of directors’ proposal regarding authorisation for the board of directors to resolve on new share issue.
16. The board of directors’ proposal regarding implementation of a new long-term incentive program.
17. The board of directors’ proposal regarding implementation of a new long-term share-based incentive program.
18. Closing of the meeting.

Allocation of the company’s results (item 8 b)

The board of directors proposes that no dividend shall be paid, and that the company’s result shall be carried forward.

The nomination committee’s proposals (items 2 and 9–12)

The nomination committee, composed of Karl Johan Sundin (EQT, chairman), Julie Wiese (Ferd), Oscar Severin (Vitruvian) and Christian Bubenheim (chairman of the board of directors), proposes the following:

• Attorney-at-law Erik Sjöman shall be appointed chairman of the annual general meeting.
• The board of directors shall consist of six members with no deputies.
• The remuneration to the board of directors shall amount to SEK 2,160,000 (2,460,000) in total, in accordance with the following. SEK 600,000 (600,000) shall be distributed to the chairman of the board and SEK 300,000 (300,000) to each of the other board members not employed by the company. In addition, SEK 120,000 (120,000) shall be distributed to the chairman of the audit committee, SEK 60,000 (60,000) to each of the other members of the audit committee not employed by the company, SEK 60,000 (60,000) to the chairman of the remuneration committee and SEK 30,000 (30,000) to each of the other members of the remuneration committee not employed by the company. Kristian Eikre refrains from remuneration.
• Re-election of Christian Bubenheim, Joanna Hummel, Kristian Eikre and Vesa Koskinen as members of the board of directors and election of Mikael Olander and Negin Yeganegy as new members of the board of directors. Mariette Kristenson has declined re-election.
• Re-election of Christian Bubenheim as chairman of the board.
• The company shall have one auditor with no deputies.
• Remuneration to the auditor shall be paid in accordance with approved invoices within the auditor’s quotation.
• Re-election of the audit company Öhrlings PricewaterhouseCoopers AB. The proposal is in accordance with the audit committee’s recommendation.

Mikael Olander, born 1963, resident in Sweden and Swedish citizen, holds a Master of Business Administration from UCLA Anderson School of Management. Throughout most of his career Mikael Olander has held senior positions within retail and e-commerce such as Business Area Manager at Egmont (1995-1999), Chief Executive Officer at CDON Group (2000-2011), Chief Executive Officer at BHG (2012-2019) and various other senior positions at BHG (2019-2023). He currently holds non-executive director position at WeSports, Pölder Sport, Flowin, Icaniwill, and Bikelease Sweden. Mikael Olander holds 3,060,262 shares in BHG.

Negin Yeganegy, born 1981, resident in London and British citizen, holds a Master of Science from University of London and an Executive Master of Business from London Business School. Throughout most of her career Negin Yeganegy has held senior positions within online retail, digital strategy and technology management such as Digital and Commercial Advisor at Chloé (April-May 2020), Group E-commerce Director at Yoox Net-a-porter Group (2014-2020) and Client Principal and Retail Lead at ThoughtWorks (2007-2014). Since 2020 she serves as Chief Executive Officer at Perfect Moment and she holds a non-executive position in Goodiebox. Negin Yeganegy does not own any shares in BHG.

Further information on the board members proposed for re-election is available at www.wearebhg.com.

The nomination committee further proposes that the annual general meeting resolves upon a nomination committee for the annual general meeting 2024, as follows.

The chairman of the board shall, based on the ownership of the company as of 31 August 2023, convene a nomination committee comprising the chairman of the board and one member appointed by each of the three largest shareholders (a “shareholder” below is referred to as an individual shareholder or a group of shareholders) in the company. In the event any of the three largest shareholders refrains from their right to appoint a member of the nomination committee, the chairman of the board shall pass the right to appoint a member to the shareholder with the next largest shareholding in order.

The member of the nomination committee that represents the largest shareholder in respect of voting power shall be chairman of the nomination committee, provided that the members of the committee do not agree on another chairman. The chairman of the nomination committee shall not be a member of the board of directors in the company. A shareholder that has appointed a member of the nomination committee, is entitled to discharge that member and appoint a new member at any time. If a member resigns from the nomination committee prior to the completion of its work, the shareholder that appointed the member to the nomination committee is entitled to appoint a new member to the nomination committee. In the event of a material change in the ownership of the company after 31 August 2023, the nomination committee shall be entitled to independently discharge and/or elect additional members in order to ensure that the composition of the nomination committee reflects the ownership of the company.

The members of the nomination committee shall not receive remuneration. However, the nomination committee is entitled to charge the company with reasonable costs for hiring recruitment consultants and other consultants that are necessary for the nomination committee to complete its tasks. In addition, the company shall, at the request of the nomination committee, provide reasonable human resources, such as a secretarial function, to facilitate the work of the nomination committee.

The nomination committee shall pursue the tasks that are the responsibility of the nomination committee pursuant to the Swedish Corporate Governance Code.

The board of directors’ proposal regarding amendment of the articles of association (item 14)

The board of directors proposes that the annual general meeting resolves to amend the articles of association so that a new provision (§ 14) with heading ”Collection of powers of attorney and postal voting” shall be included, which shall read:

”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.”

The board of director’s proposal regarding authorization for the board of directors to resolve on new share issue (item 15)

The board of directors proposes that the annual general meeting resolves 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 board of director’s proposal regarding implementation of a new long-term incentive program (item 16)

The board of directors proposes that the annual general meeting resolves to implement a new long-term incentive program for certain senior executives (maximum 25 persons) within the group, through the issue of warrants (LTIP 2023/2026:2) in accordance with the following. The resolutions under this item are conditional upon each other and are thus proposed to be made as one resolution.

Issue of warrants (item 16 a)
The board of directors proposes that the annual general meeting resolves to issue not more than 4,800,000 warrants, whereupon the company’s share capital may be increased by not more than SEK 144,000.

The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, only be vested in the company’s wholly owned subsidiary BHG Group LTIP AB for subsequent transfer to current and future senior executives within the group. The board of directors shall resolve upon allotment of warrants as soon as possible following the annual general meeting. The warrants shall be issued free of charge to the subsidiary and subscription for warrants shall be made on a subscription list no later than 31 May 2023.

Each warrant entitles to subscription for one new share in the company at a subscription price of SEK 35. 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.

Preparation of and motives for the proposal
The principles of the LTIP 2023/2026:2 have been prepared by the board of directors of the company in consultation with external advisors and are based on the incentive programs previously adopted by the company. The motives for the proposal and the reason for the deviation from the shareholders’ pre-emptive rights are to implement LTIP 2023/2026:2 in order to create conditions to maintain and increase the motivation of the senior executives within the group as well as to align the incentive between senior executives and the company’s CEO with respect to the CEO’s incentives under LTIP 2023/2026 implemented in January 2023. The board of directors deems that it is in all shareholders’ interest that senior executives have a long-term interest of a beneficial development of the value of the company’s share.

Dilution
Upon full exercise of the warrants at the terms and conditions applicable at the time of the resolution, the number of shares and votes in the company may be increased with 4,800,000, which corresponds to approximately 2.61 percent of the number of shares and votes. The dilutive effect is calculated as the number of additional shares upon full exercise of all warrants, in relation to the total number of shares after full exercise. In the event the long-term incentive programs that were adopted in 2020, 2021, 2022 and 2023, as well as Plan 2023/2026 (see item 17 below), are included in the calculation, the corresponding maximum dilutive effect amounts to approximately 6.29 percent of the number of shares and votes.

Costs, etc.
The participants in LTIP 2023/2026:2 will receive a subsidy from the company, corresponding to 60 percent of the warrants’ fair value at the time of allotment. A value corresponding to the subsidy is therefore reported as share-based payment in accordance with IFRS 2. The estimated total cost for the company based on the warrant price as per 30 March 2023 is approximately SEK 5.9 million (including social security charges).

In addition, so-called warrant agreements shall be entered into, pursuant to which each warrant holder, under certain conditions, shall be obliged to (i) repay a part of the subsidy received from the company, and (ii) offer the company or BHG Group LTIP AB to acquire the warrants, or a portion of them.

According to a preliminary valuation, the warrants’ market value corresponds to approximately SEK 0.89 per warrant, calculated pursuant to the Black & Scholes warrant valuation model.

Approval of transfer of warrants (item 16 b)
In order to enable the company’s delivery of warrants under LTIP 2023/2026:2, the board proposes that the annual general meeting resolves to approve that BHG Group LTIP AB, directly or indirectly, may transfer the warrants issued in accordance with item 16 a above to the participants in LTIP 2023/2026:2 at a price per warrant amounting to the warrant’s market value at the time of the transfer, calculated pursuant to the Black & Scholes warrant valuation model.

Each participant (maximum 25 persons) shall each be alloted between 50,000–1,000,000 warrants. The allotment may not exceed the total number of warrants specified above (4,800,000).

Majority requirements
In order for resolutions in accordance with item 16 above to be valid, the resolutions must be supported by shareholders representing at least nine-tenths of the votes cast and the shares represented at the meeting.

Other incentive programs
For a description of BHG Group’s other equity-related incentive programs, reference is made to BHG Groups website www.wearebhg.com.

The board of directors’ proposal regarding implementation of a new long-term share-based incentive program (item 17)

Implementation of a new long-term share-based incentive program (item 17 a)
The board of directors proposes, following due consultation with the largest shareholders of BHG, that the annual general meeting resolves to implement a new long-term share-based incentive program for senior executives and key personnel within the group (maximum 60 persons) (Plan 2023/2026) in accordance with the following.

The participants in Plan 2023/2026 are required to invest in BHG shares at market terms (“Investment Shares”). The participants will thereafter have the opportunity to receive further shares free of charge in accordance with Plan 2023/2026 (“Performance Shares”) as further set out below. The resolutions under this item are conditional upon each other and are thus proposed to be made as one resolution.

Personal investment
In order to participate in Plan 2023/2026, the participant must have made a private investment in the company by acquiring Investment Shares at Nasdaq Stockholm (or designating already held shares as Investment Shares). Plan 2023/2026 has three investment levels, 3,000 Investment Shares, 7,000 Investment Shares and 10,000 Investment Shares, and each participant can decide at which level to participate. Participants must choose one of the three investment levels and acquire such amount of Investment Shares no later than 30 days after the annual general meeting 2023 (the “Investment Period”)[1].

For each Investment Share held under Plan 2023/2026, the company will grant participants a right to up to two Performance Shares free of charge, provided that certain conditions are fulfilled (“Rights”).

Terms and conditions
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 BHG group up to and including the date of the annual general meeting 2026 (the “Vesting Period”). In addition thereto, vesting of the Rights is also subject to the following conditions:

- (i) the development of the BHG share price over a period of three years following the end of the Investment Period (“Share Price Target”), and (ii) EBIT[2] growth (%) up to an including the financial year 2025 (the “EBIT Growth Target”) (the Share Price Target together with the EBIT Growth Target, the “Performance Targets”). The fulfilment of either the Share Price Target or the EBIT Growth Target in full, entitles the participant to one Performance Share. Thus, if both the Performance Targets are met in full, the participant will receive two Performance Shares.

- The development of the share price will be measured based on the volume weighted average price of the BHG share on Nasdaq Stockholm during the five trading days immediately following the date on which three years from the end of the Investment Period have passed, in relation to the volume weighted average price of the BHG share on Nasdaq Stockholm during the five trading days immediately following the end of the Investment Period. In the event the price of BHG’s share at said date has increased to (i) SEK 35, 100 percent of the Rights relating to the Share Price Target shall vest, (ii) SEK 30, 75 percent of the Rights relating to the Share Price Target shall vest, (iii) SEK 25, 50 percent of the Rights relating to the Share Price Target shall vest, and (iv) SEK 20, 25 percent of the Rights relating to the Share Price Target shall vest. Should the share price be less than SEK 20, no vesting will occur.

- BHG’s EBIT growth will be measured in percentage with the financial year 2022 as a base year for the calculation compared to the EBIT for the financial year 2025, as established by the annual general meeting 2026. In the event BHG’s EBIT growth at said date is (i) 40%, 100 percent of the Rights relating to the EBIT Growth Target shall vest, (ii) 30%, 75 percent of the Rights relating to the EBIT Growth Target shall vest, (iii) 20%, 50 percent of the Rights relating to the EBIT Growth Target shall vest, and (iv) 10%, 25 percent of the Rights relating to the EBIT Growth Target shall vest. Should the EBIT growth be less than 10%, no vesting will occur.

- Vested Rights will be exercised as soon as practicably possible after the board of directors has established whether the Performance Targets have been fulfilled. Each vested Right then entitles the holder to receive two Performance Shares in BHG free of charge. However, the maximum value of the right to receive Performance Shares shall be limited to an amount corresponding to a share price of the BHG share of SEK 70 (the “Cap”). Should the value of such a right exceed the Cap, the number of Performance Shares shall be proportionally reduced. This restriction ensures that the maximum scope and costs of Plan 2023/2026 are controlled and predictable.

[1] If investment in Investment Shares is prohibited at such date due to applicable rules and regulations, the investment may be made at a later date.
[2] EBIT refers to adjusted EBIT, as defined in the company’s financial reports.

The Rights
The Rights shall, in addition to what is set out above, be governed by the following terms and conditions:

• Rights are granted free of charge following investment in Investment Shares.
• Rights may not be transferred or pledged.
• Vested Rights shall be exercised automatically, and the number of Performance Shares shall be delivered within 30 days following the board’s review and resolution on the degree of completion of the Performance Targets.
• The number of Rights will be re-calculated in the event that changes occur in BHG’s capital structure, such as a bonus issue, merger, rights-issue, share split or reverse share split, reduction of the share capital or similar measures.

Preparation of and motives for the proposal
The principles of Plan 2023/2026 have been prepared by the board of directors of the company in consultation with external advisors. The motives for the proposal and the reason for the deviation from the shareholders’ pre-emptive rights are to implement Plan 2023/2026 in order to create conditions to maintain and increase the motivation of the senior executives and key personnel within the company and the group as well as to drive performance. The board of directors deems that it is in all shareholders’ interest that senior executives and key personnel have a long-term interest of a beneficial development of the value of the company’s share.

Dilution
Upon maximum allotment of Performance Shares, 1,200,000 shares will be allotted under Plan 2023/2026, which corresponds to approximately 0.67 percent of the number of shares and votes. The dilutive effect is calculated as the number of additional shares upon full allotment of Performance Shares, in relation to the total number of shares after full exercise. In the event the long-term incentive programs that were adopted in 2020, 2021, 2022 and 2023, as well as LTIP 2023/2026:2 are included in the calculation, the corresponding maximum dilutive effect amounts to approximately 6.29 percent of the number of shares and votes.

Costs
Plan 2023/2026 will be accounted for in accordance with IFRS 2 which stipulates that the Rights should be recorded as personnel expenses during the Vesting Period. The total cost for BHG is dependent on the development of the share price and EBIT growth. The costs for Plan 2023/2026 are estimated to amount to approximately MSEK 32.4 calculated in accordance with IFRS 2 (including social security charges) based on the following assumptions: (i) that 600,000 Rights are allotted (each Right entitling to two Performance Shares), (ii) a price of the company’s share at SEK 70, corresponding to the Cap, and (iii) that the above Performance Targets are fulfilled in full. In addition to what is set forth above, the costs for Plan 2023/2026 have been based on that each participant exercises its maximum investment in Plan 2023/2026 and that all participants have maintained their positions as senior executives or key personnel by the end of the Vesting Period.

Finalization and administration
The board shall be responsible for preparing the detailed terms and conditions of Plan 2023/2026, in accordance with the above terms and conditions. The board shall also be entitled to make adjustments to meet foreign regulations or market conditions in connection therewith, and make other adjustments if significant changes in the BHG group or its environment would result in a situation where the adopted terms and conditions of Plan 2023/2026 no longer serve their purpose or the rationale for the proposal, including, inter alia, that adjustments may be decided with respect to the terms and conditions for measuring performance, and the basis for such calculation.

In the event of a public take-over offer, asset sale, liquidation, merger, acquisition or any other such transaction affecting BHG, the board is entitled to resolve that the Rights shall vest on beforehand upon completion of such transaction and/or to amend the Performance Targets as deemed appropriate given the situation at hand.

Tax implication of Plan 2023/2026
Participants in Plan 2023/2026, residing in Sweden for tax purposes, that receive Performance Shares are considered to have received a benefit that is taxable as ordinary income at the time when the Rights are vested and automatically exercised and Performance Shares are obtained.

BHG is required to pay social security charges based on an amount corresponding to the taxable benefit, as set forth above.

The market value of the Performance Shares at time of transfer equals the value of the taxable benefit and corresponds to the acquisition cost of the shares. When the shares at a later stage potentially are sold, such transaction will be taxed in the capital income category.

The board of directors’ proposal regarding issue of warrants (item 17 b)
In order to ensure the delivery of shares under Plan 2023/2026, the board of directors proposes that the annual general meeting resolves to issue not more than 1,200,000 warrants, whereupon the company’s share capital may be increased by not more than SEK 36,000.

The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, only vest with the company’s wholly owned subsidiary BHG Group LTIP AB, for the purpose of subscription and subsequent transfer of the subscribed for shares to the participants in accordance with the terms of Plan 2023/2026. The reason for the deviation from the shareholders’ pre-emptive rights is the implementation of Plan 2023/2026.

The warrants shall be issued free of charge. The exercise price for subscription for shares based on the warrants shall correspond to the share’s quota value.

The board of directors’ proposal regarding transfer of shares (item 17 c)
The board of directors proposes that the annual general meeting resolves to approve that BHG Group LTIP AB may transfer such shares that are subscribed for based on the warrants issued in accordance with item 17 b above, or other shares as deemed appropriate, to the participants in Plan 2023/2026 and pursuant to the terms thereof.

Majority requirements
In order for resolutions in accordance with item 17 above to be valid, the resolutions must be supported by shareholders representing at least nine-tenths of the votes cast and the shares represented at the meeting.

Other incentive programs
For a description of BHG Group’s other equity-related incentive programs, reference is made to BHG Groups website www.wearebhg.com.

________________________

Questions and shareholders’ right to request information
Shareholders are reminded of their right to, at the annual 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 BHG Group AB (publ), Attn: BHG Group AGM 2023, Hans Michelsensgatan 9, SE-211 20 Malmö, Sweden or via e-mail to investment@bhggroup.se.

Documentation
The annual report, the board of directors’ remuneration report and all other documentation for resolutions are available at the company’s office at Hans Michelsensgatan 9, SE-211 20 Malmö, Sweden, and on the company´s website www.wearebhg.com, no later than three weeks before the annual general meeting. Moreover, the nomination committee’s motivated statement is available at the company’s above address, as well as on www.wearebhg.com, from the date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address.

Processing of personal data
For information about the processing of your personal data, please refer to 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, Sweden.

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 April 2023

BHG Group AB (publ)
The board of directors