Proposed changes to the Board of Directors
The nomination committee, composed of Karl Johan Sundin (EQT, chairman), Julie Wiese (Ferd AS), Oscar Severin (Vitruvian) and Christian Bubenheim (chairman of the board of directors), has received proposals from the company’s shareholders EQT and Ferd AS regarding changes to the board of directors, and the nomination committee thus proposes the following to be effective until the end of the next annual general meeting:
• The board of directors shall consist of 5 ordinary board members with no deputies.
• The remuneration to newly elected board members shall correspond to what was resolved on by the annual general meeting on 5 May 2022, prorated for the number of months on the board, except for Kristian Eikre, who refrains from remuneration. A corresponding prorating shall take place for resigning board members. In other respects, the annual general meeting’s remuneration resolution applies unchanged.
• Election of Kristian Eikre and Vesa Koskinen as new members of the board of directors, whereby the latter replaces current board member Niklas Ringby.
• Election of Christian Bubenheim (who was appointed acting chairman by the board in August 2022) as chairman of the board.

Kristian Eikre, born 1977, Norwegian citizen, holds an MSc in Economics and Business Administration (“Siviløkonom”) from Norges Handelshøyskole. Kristian Eikre is Co-Head of Ferd Capital and has worked at Ferd AS since 2015. Prior to this he has 10 years of experience from Herkules Capital (previously Ferd Private Equity) and three years of experience as a financial analyst at First Securities. Kristian is involved in several of Ferds public and private investments, including BHG, Fjord Line, Benchmark Holdings, Aibel and Boozt. Kristian is currently serving as non-executive board member of Fjord Line, Benchmark Holdings and Aibel. Kristian Eikre owns no shares or warrants in BHG. Kristian Eikre is independent vis-à-vis the company and the executive management but dependent vis-à-vis major shareholders.

Vesa Koskinen, born 1979, Finnish citizen, holds an MSc in Economics with a specialisation in financing. Vesa Koskinen is partner at EQT Partners and has worked at EQT since 2004. Vesa Koskinen has previously had board assignments for ELEVATE, Touhula, Igenomix, Musti Group, Karo Pharma, Terveystalo, Vertu, Roeser Group, Swiss Smile, VTI Technologies and Lundhags. Vesa is currently serving as a non-executive board member of Vitrolife, kfzteile24 and Desotec. Vesa Koskinen owns no shares or warrants in BHG. Vesa Koskinen is independent vis-à-vis the company and the executive management but dependent vis-à-vis major shareholders.

Proposed implementation of a new long-term incentive program
The Board of Directors proposes that the general meeting resolves to implement a long-term incentive program for the CEO, through the issue of warrants (LTIP 2023/2026).

The principles of the LTIP 2023/2026 have been prepared by the board of directors of the company in consultation with external advisors and is based on the warrant 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 in order to create conditions to maintain and increase the motivation of the CEO of the company. The board of directors deems that it is in all shareholders’ interest that the CEO of the company has a long-term interest of a beneficial development of the value of the company’s share.

More information, including issue of warrants and costs, is included in the separate notice to the extraordinary general meeting, which will be published within short.