A growth company with both feet on the ground
In accordance with the Swedish Companies Act, the general meeting of shareholders is to pass a resolution on remuneration guidelines for the CEO and other senior executives. The following guidelines were adopted by the annual general meeting on 5 May 2022.The Annual General Meeting on May 5, 2021, resolved that the remuneration to the members of the Board shall amount to a total of SEK 2,460,000 (1,900,000) according to the following distribution. SEK 600,000 (500,000) shall be paid to the Chairman of the Board and SEK 300,000 (250,000) shall be paid to other board members not employed by the company. In addition, SEK 120,000 (100,000) shall be paid to the Chairman of the Audit Committee, SEK 60,000 (0) to other members of the Audit Committee not employed by the Company, SEK 60,000 (50,000) to the Chairman of the Remuneration Committee and SEK 30,000 (0) to other members of the Audit Committee who are not employed by the company.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.
LTIP 2021/2024
At the Annual General Meeting of BHG Group AB (publ) held on 5 May 2021, shareholders 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.
LTIP 2022/2025At 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 subscription for warrants made no later than 31 May 2022. 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 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 subscription for warrants made no later than 31 May 2022. 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 2023/2026:2
At the Annual General Meeting held on 3 May 2023, the shareholders resolved to implement a new long-term incentive program for certain senior executives, CEOs and key individuals, through the issue of not more than 4,800,000 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 for market value, calculated pursuant to the Black & Scholes valuation model. Each warrant entitles 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.