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Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Fastigheter |
| Industri | Förvaltning |
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The shareholders of Boho Group AB (publ), corporate identity number 556975-7684 (the "Company"), are hereby summoned to the Annual General Meeting on Thursday, 4 June 2026 at 11:00 a.m. at the Company's premises at Strandvägen 7A in Stockholm.
Right to participate and notification
Shareholders who wish to participate in the Annual General Meeting must:
• on the one hand, be entered in the share register kept by Euroclear Sweden AB no later than Wednesday 27 May 2026,
• on the other hand, give notice of their participation to the Company no later than Friday 29 May 2026.
Notice shall be given in writing by e-mail to svante@bohogroup.com or by ordinary mail to Boho Group AB, attn. "Annual General Meeting Boho Group", Strandvägen 7A, 114 56 Stockholm.
The notice shall state full name, personal or corporate identity number, shareholding, address, telephone number and, where applicable, information about legal representatives, proxies or assistants (no more than 2). Where applicable, the notice shall be accompanied by powers of attorney, registration certificates and other authority documents.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the Annual General Meeting, register the shares in their own name in the share register kept by Euroclear Sweden AB. Such re-registration may be temporary (so-called voting rights registration) and must be effected no later than the record date of 27 May 2026. Shareholders must therefore contact their nominee in good time, in accordance with the nominee's procedures, and request such voting rights registration.
Proxies, etc.
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated power of attorney signed by the shareholder to the Annual General Meeting. The power of attorney may not be older than one (1) year from issuance. If the power of attorney is issued by a legal entity, the proxy must also bring a current registration certificate or equivalent authority document for the legal entity. A proxy form will be available on the Company's website no later than three (3) weeks before the Annual General Meeting and will be sent to shareholders who request it and provide their postal address.
Number of shares and votes
At the time of this notice, the number of outstanding shares in the Company amounts to 6,769,868 preference shares, with a voting power of one (1) vote per preference share, and 57,697,005 ordinary shares, with a voting power of ten (10) votes per ordinary share. Thus, there are a total of 64,466,873 shares and a total of 583,739,918 votes in the Company. The Company holds no treasury shares.
Proposed agenda:
1. Opening of the meeting;
2. Election of chairperson of the meeting;
3. Preparation and approval of the voting list;
4. Election of one or two persons to verify the minutes;
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 financial statements and the auditor's report on the consolidated financial statements;
8. Resolutions regarding
a) adoption of the income statement and the balance sheet, as well as the consolidated income statement and the
consolidated balance sheet,
b) appropriation of the Company's profit or loss according to the adopted balance sheet,
c) discharge from liability of the members of the board of directors and the CEO,
9. Determination of the number of board members and auditors;
10. Determination of fees for the board of directors and auditors;
11. Election of board members and auditors;
12. Resolution on the nomination committee;
13. Resolution on authorization for the board of directors to resolve on the issuance of shares, convertibles and/or warrants;
14. Resolution on authorization for the board of directors to make minor adjustments to the resolutions;
15. Closing of the meeting.
Proposed resolutions:
Item 2: Election of chairperson of the meeting
The nomination committee, which consists of Mattias Kaneteg (representing House of K Holding Ltd.) and Mats Lundberg (representing Fastighets Aktiebolag Bränneröd), as well as Jörgen Cederholm, proposes that Svante Bengtsson be appointed chairperson of the meeting or, in the event he is unavailable, the person designated by a representative of the nomination committee.
Item 8b: Appropriation of profits
The board of directors proposes that the Annual General Meeting resolve on a dividend to the preference shareholders, in accordance with the articles of association, of SEK 0.96 per preference share, which entails a total dividend of SEK 6,499,073.28 on the preference shares, to be paid out quarterly in an amount of SEK 0.24 per payment occasion. The proposed record dates are, in accordance with the articles of association, 30 June 2026, 30 September 2026, 30 December 2026 and 31 March 2027 (or the immediately preceding banking day, in accordance with the Company's articles of association). If the meeting resolves in accordance with the proposal, the dividend is expected to be paid out through Euroclear Sweden AB on the third business day after each respective record date.
The board of directors further proposes that the board of directors shall be entitled to wholly or partially defer the dividend to the preference shareholders if the board of directors, in connection with a payment occasion, considers that a dividend is not justifiable having regard to the prudence principle of the Swedish Companies Act, in which case no dividend shall be paid in respect of such non-distributed amount and such non-distributed amount shall constitute Outstanding Amount in accordance with the Company's articles of association.
No dividend is proposed for ordinary shares.
Item 9: Determination of the number of board members and auditors
The nomination committee's complete proposal will be published as soon as it is available.
The nomination committee proposes that the Annual General Meeting resolve that the Company, for the period until the end of the next Annual General Meeting, shall have one auditor, without a deputy auditor, in the form of a registered audit firm.
Item 10: Determination of fees for the board of directors and auditors
The nomination committee's complete proposal will be published as soon as it is available.
The nomination committee proposes that auditor's fees be paid on a current basis according to approved invoice.
Item 11: Election of board members and auditors
The nomination committee's complete proposal will be published as soon as it is available.
The nomination committee proposes the re-election of the registered audit firm Öhrlings PricewaterhouseCoopers AB as the Company's auditor for the period until the end of the next Annual General Meeting. If Öhrlings PricewaterhouseCoopers AB is elected as auditor, the authorized public accountant Victor Lindhall will be the auditor in charge.
Item 12: Resolution on the nomination committee
The nomination committee proposes that the nomination committee for the 2027 Annual General Meeting be appointed in accordance with the following guidelines (unchanged since the previous year).
Ahead of the 2027 Annual General Meeting, the nomination committee shall consist of three (3) members, of whom two (2) members shall be appointed by the two (2) largest shareholders as of 31 August 2026 according to the share register kept by Euroclear Sweden AB, together with the chairperson of the board of directors. The chairperson of the board of directors shall also convene the first meeting of the nomination committee.
If a shareholder who is entitled to appoint a member of the nomination committee waives the right to appoint a member, the right to appoint a member shall pass to the largest shareholder who has not previously had the right to appoint a member of the nomination committee. The member appointed by the shareholder with the largest number of votes shall, unless the nomination committee resolves otherwise, be appointed chairperson of the nomination committee.
If one or more shareholders who have appointed members to the nomination committee no longer belong to the two (2) largest shareholders in the Company at a point in time more than two (2) months before the 2027 Annual General Meeting, the members appointed by these shareholders shall offer to resign from their assignment, and new members shall be appointed by the new shareholder who is then among the two (2) largest shareholders. Unless special reasons exist, no changes shall be made to the composition of the nomination committee if only marginal changes have occurred in the number of votes, or if the change occurs later than two (2) months before the Annual General Meeting.
If a member of the nomination committee resigns from the assignment before the work of the nomination committee is concluded, the same shareholder who appointed the resigning member shall, if deemed necessary, be entitled to appoint a new member, or if the shareholder is no longer among the two (2) largest shareholders, the largest shareholder next in line.
Changes to the nomination committee shall be announced immediately. The composition of the nomination committee shall be announced no later than six (6) months before the Annual General Meeting.
No remuneration shall be paid to the members of the nomination committee. However, the Company shall pay the necessary expenses that the nomination committee may incur within the scope of its work.
The nomination committee shall prepare proposals for the following resolutions ahead of the 2027 Annual General Meeting:
1) proposal for election of chairperson of the Annual General Meeting;
2) proposal for the number of board members, auditors and any deputies thereto;
3) proposal for board fees and remuneration to the Company's auditors;
4) proposal for election of board members and any deputies thereto;
5) proposal for election of chairperson of the board of directors;
6) proposal for election of auditors and any deputies thereto; and
7) proposal for resolution on the nomination committee.
The term of office of the nomination committee ends when the subsequent nomination committee has been announced.
Item 13: Resolution on authorization for the board of directors to resolve on the issuance of shares, convertibles and/or warrants
The board of directors proposes that the Annual General Meeting resolve to authorize the Company's board of directors, on one or more occasions and with or without deviation from the shareholders' preferential rights, to resolve on increasing the Company's share capital through the new issue of shares, convertibles and/or warrants. Payment shall be possible in cash, by contribution in kind, by set-off or otherwise on terms and conditions.
Resolutions on issues based on the authorization may entail an increase of the Company's share capital by a maximum of fifteen (15) percent, calculated on the basis of the share capital at the time the authorization is first utilized.
The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights are that issues shall be possible to be made in order to satisfy the Company's capital needs and to secure the Company's continued operations and development. Upon deviation from the shareholders' preferential rights, the issue shall be made on market terms, with the option of granting a market-based issue discount. The authorization shall apply for the period until the next Annual General Meeting of the Company.
Item 14: Resolution on authorization for the board of directors to make minor adjustments to the resolutions
The board of directors proposes that the Annual General Meeting authorize the board of directors, the CEO, or whomever else the board of directors designates, to make such minor adjustments and clarifications to the resolutions adopted at the meeting as may be necessary in order to register the resolutions.
Special majority requirements
Resolutions under item 13 are conditional, for their validity, upon the support of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Information at the general meeting
Shareholders present at the Annual General Meeting are entitled to request information regarding circumstances that may affect the assessment of an item on the agenda in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551). Requests for such information shall be submitted in writing to the Company at the address Boho Group AB (publ), attn. Svante Bengtsson, Strandvägen 7 A, 114 56 Stockholm, or by e-mail to svante@bohogroup.com, and must reach the Company no later than ten (10) days before the Annual General Meeting.
Provision of documents and complete proposals
The accounting documents and the auditor's report will be made available at the Company's office no later than three (3) weeks before the Annual General Meeting and will be sent to shareholders who request them and provide their postal address. The documents will also be available on the Company's website, www.bohogroup.com.
Proposed resolutions are set forth in this notice. Any other documents pursuant to the Swedish Companies Act (2005:551) in connection with the proposed resolutions will be made available at the Company's office no later than two (2) weeks before the Annual General Meeting and will be sent to shareholders who request them and provide their postal address. The documents will also be available on the Company's website, www.bohogroup.com.
Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear's website, https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
____________________
Stockholm in May 2026
BOHO GROUP AB (publ)
The Board of Directors