Notice of Annual General Meeting in Bravida Holding AB (publ)

Right to participate in the Annual General Meeting and notice of participation

Participation in the Annual General Meeting at the venue

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must

(i)    be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on 27 April 2022, and 
(ii)    no later than 29 April 2022 give notice by post to Bravida Holding AB (publ), “AGM”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or via e-mail to GeneralMeetingService@euroclear.com. Shareholders who are natural persons may also give notice electronically through BankID verification via Euroclar Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy. 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). 

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.bravida.se. 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 General Meeting, the proxy and the certificate of registration of equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 4 May 2022.

Participation by advance voting

A shareholder who wishes to participate in the Annual General Meeting by advance voting must

(i)    be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on 27 April 2022, and
(ii)    notify its intention to participate in the General Meeting no later than 29 April 2022, by casting its advance vote in accordance with the instructions below so that the advance vote is received by Euroclear Sweden AB (administering the forms on behalf of Bravida) no later than on that day. 

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Annual General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue. 

A special form shall be used when advance voting. The advance voting form is available on the company’s website www.bravida.se. A completed and signed form may be submitted by post to Bravida Holding AB (publ), “AGM”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or via e-mail to GeneralMeetingService@euroclear.com. The completed form shall be received by Euroclear Sweden AB not later than 29 April 2022. Shareholders who are natural persons may also cast their votes electronically through BankID verification via Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting. 

If a shareholder votes in advance by proxy, a written and dated proxy shall be enclosed to the advance voting form. Proxy forms are available on the company’s website www.bravida.se. If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the Annual General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the General Meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the General Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda. 

Nominee-registered shares
To be entitled to participate in the Annual General 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 27 April 2022. 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 not later than 29 April 2022 are taken into account when preparing the register of shareholders. 

Proposed agenda 

1.    Opening of the Annual General Meeting. 
2.    Election of chairman of the Annual General Meeting.
3.    Preparation and approval of the voting list. 
4.    Approval of the agenda. 
5.    Election of one or two persons who shall approve the minutes.
6.    Determination of whether the Annual General Meeting has been duly convened.
7.    Presentation by the CEO.
8.    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, and auditor’s statement regarding the fulfilment of the remuneration guidelines that have applied since the previous Annual General Meeting.
9.    Resolution regarding adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.
10.    Resolution regarding allocation of the company’s result pursuant to the adopted balance sheet.
11.    Resolution regarding discharge from liability of the board members and the chief executive officer.
12.    Determination of 
(a)    the number of board members 
(b)    the number of auditors
13.    Determination of 
(a)    the fees to the board of directors 
(b)    the fees to the auditors
14.    Election of board members
The nomination committee’s proposal
(a)    Fredrik Arp (re-election)
(b)    Cecilia Daun Wennborg (re-election)
(c)    Jan Johansson (re-election)
(d)    Marie Nygren (re-election)
(e)    Staffan Påhlsson (re-election) 
(f)    Karin Ståhlhandske (re-election)
15.      Election of the chairman of the board of directors
  The nomination committee’s proposal
Fredrik Arp (re-election)
16.    Election of the auditors.
17.    Resolution regarding changes to the principles for appointment of the nomination committee. 
18.    Presentation of the remuneration report for approval. 
19.    Resolution regarding authorization for the board of directors to resolve to repurchase and transfer of own shares.
20.    Resolution regarding authorization for the board of directors to issue new shares.
21.    Resolution regarding introduction of a long term incentive programme.
a.    Adoption of an incentive programme. 
b.    (i) Authorization for the board of directors to resolve on the issue of new C-shares.
(ii) Authorization for the board of directors to resolve on the repurchase of own C-shares.
(iii) Transfer of own shares. 
c.    Equity swap agreement with third party.
22.    Closing of the Annual General Meeting. 

Proposed resolutions 

Election of chairman of the Annual General Meeting (item 2)
The nomination committee proposes that Fredrik Arp, chairman of the board of directors is elected as chairman of the Annual General Meeting.

Allocation of the company’s result (item 10) 
The board of directors proposes a dividend of SEK 3 per ordinary share. The record date is proposed to be on Monday 9 May 2022. If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid out to the shareholders on Thursday 12 May 2022. 

The proposed dividend amounts to a total of SEK 609,867,843. The amount indicated is calculated on the total number of ordinary shares in the company less the company’s holding of treasury shares. The board of directors proposes that the remaining profits are distributed so that SEK 3,517,757,028 are transferred to the share premium reserve and that the remaining SEK 47,593,917 are carried forward.

Determination of the number of board members (items 12a)
The nomination committee proposes that the number of board members should be six (6) without any deputy board members.

Determination of the number of auditors (items 12b)
The nomination committee proposes that the number of auditors should be one (1) without any deputy auditors.

Determination of the fees to the board of directors (items 13a) 
The nomination committee proposes that the fees to the board of directors, including compensation for committee work, shall amount to maximum SEK 4,510,000 for the period up until the end of the next Annual General Meeting, to be allocated as follows: SEK 1,290,000 (1,240,000) to the chairman and SEK 510,000 (490 000) to each of the other board members, SEK 200,000 (200,000) to the chairman of the audit committee and SEK 100,000 (100,000) to each of the other members of the audit committee and SEK 110,000 (110,000) to the chairman of the remuneration committee and SEK 80,000 (80,000) to each of the other members of the remuneration committee.

Determination of the fees to the auditors (items 13b)
The nomination committee proposes that the fees for the auditor shall be in accordance with the approved accounts.

Election of the board members and chairman of the board of directors (items 14-15) 
The nomination committee proposes that Fredrik Arp, Cecilia Daun Wennborg, Jan Johansson, Marie Nygren, Staffan Påhlsson and Karin Ståhlhandske are re-elected as board members, all for the period up until the end of the next Annual General Meeting. Further, the nomination committee proposes that Fredrik Arp is re-elected as chairman of the board. 

A presentation of the persons proposed by the nomination committee to be elected as board members is available in the company’s annual report and on the company’s website, www.bravida.se.

Election of the auditors (items 16) 
The nomination committee proposes that KPMG AB is re-elected as auditor, in accordance with the recommendation from the audit committee, for the period up until the end of the next Annual General Meeting. KPMG AB has informed that Mattias Lötborn is intended to be appointed as responsible auditor.

Resolution regarding changes to the principles for appointment of the nomination committee (item 17) 
The nomination committee proposes that the Annual General Meeting resolves on changes to the principles for appointment of the nomination committee, meaning that the chairman of the board of directors shall be an adjunct member of the nomination committee and shall convene the nomination committee’s first meeting. The nomination committee’s principles are otherwise proposed to remain unchanged. The complete principles are therefore proposed to state the following: 

The nomination committee shall consist of one representative from each of the three largest shareholders by number of votes held based on shareholding statistics provided by Euroclear Sweden AB per the last banking day in July each year. The chairman of the board of directors shall be an adjunct member of the nomination committee and shall convene the nomination committee’s first meeting. If any of the three largest shareholders declines to appoint a member to the nomination committee, additional shareholders are, by order of size, to be offered appointment right until three members are appointed. The names of the members of the nomination committee and the names of the shareholders who have appointed them shall be made public not later than six months before the Annual General Meeting. Unless the members of the nomination committee agree otherwise, the member appointed by the largest shareholder, based on the number of votes held, shall be appointed chairman of the nomination committee. If a member leaves the nomination committee before its work is completed, the shareholder who appointed this leaving member shall be entitled to appoint a new member of the nomination committee. A shareholder who has appointed a member of the nomination committee has the right to remove such member and appoint a new member of the nomination committee. In the event a shareholder has appointed a member is no longer one of the three largest shareholders, based on the number of votes held, the appointed member shall resign and be replaced by a new member in accordance with the above procedure. Unless special circumstances apply, no changes should be made in the composition of the nomination committee as a result of minor changes in voting rights or changes in voting rights which occur later than three months before the Annual General Meeting. Changes in the composition of the nomination committee shall be made public as soon as possible. The above principles for the appointment of a nomination committee are proposed to be applied until further notice. 

The nomination committee shall prepare and submit proposals to the General Meeting on: chairman of the Meeting, board members, chairman of the board, board fees to each of the board members and the chairman as well as remuneration for committee work, if any, fees to the company’s auditor, and, when applicable, proposal regarding election of new auditor. The nomination committee shall be entitled to charge the company with costs for consultants and other expenses necessary for the nomination committee to carry out its duties. Remuneration shall not be paid to the members of the nomination committee. The company shall pay any necessary expenses that the nomination committee may incur within the framework of its work. 

The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.   

Resolution regarding authorization for the board of directors to resolve to repurchase and transfer of own shares (items 19
The board of directors proposes that the Annual General Meeting authorizes the board of directors to resolve to repurchase, on one or several occasions until the next Annual General Meeting, as many own shares as may be purchased without the company’s holding at any time exceeding 10 per cent of the total number of shares in the company. The shares shall be purchased on Nasdaq Stockholm and only at a price per share within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price.

The board of directors also proposes that the Annual General Meeting authorizes the board of directors to resolve, on one or several occasions until the next Annual General Meeting, to transfer (sell) own shares. Transfers may be carried out on Nasdaq Stockholm at a price within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price. Transfers may also be made in other ways, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. Upon such transfers, the price shall be established so that it is not below market terms. However, a discount to the stock market price may apply, in line with market practice. Transfers of own shares may be made of up to such number of shares as is held by the company at the time of the board of directors’ resolution regarding the transfer.

The purpose of the authorization to repurchase own shares is to promote efficient capital usage in the company and to enable the board to finance acquisitions with own shares. The purpose of the authorization to transfer own shares is to enable the board of directors to finance acquisitions with own shares.

The CEO shall be authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration.

Resolution on authorization for the board of directors to issue shares (items 20)
The board of directors proposes that the Annual General Meeting authorizes the board of directors to, up until the next Annual General Meeting, on one or several occasions, resolve to increase the company’s share capital by way of share issue to such an extent that it corresponds to a dilution which corresponds to 10 percent, based on the number of shares that are outstanding at the time of the Annual General Meeting’s resolution on the authorization, after full exercise of the hereby proposed authorization. 

New share issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The purpose of the authorization is to increase the company’s financial flexibility and to enable the company to make payment with own shares in connection with any acquisition of a company or business operations. Cash issuance with deviation from the shareholders’ preferential rights may only be made to finance the purchase price to be paid in cash in connection with the acquisition of a company or business operations. In the event of issuances that deviate from the shareholders’ preferential rights, the starting point for determining the issuance price shall be the prevailing market conditions at the time when shares are issued. 
The CEO shall be authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof. 

Resolution regarding introduction of a long-term incentive programme (item 21)
The board of directors proposes that the Annual General Meeting resolves to introduce a long-term incentive programme for senior executives and other key employees within the Bravida group (“LTIP 2022”) in accordance with the below. LTIP 2022 is a three-year performance based incentive program, primarily in line with the incentive programmes adopted in connection with Annual General Meetings and Extraordinary General Meetings since 2016.

Adoption of an incentive programme (item 21(a))

The programme in summary

The board of directors proposes that the Annual General Meeting resolves to adopt LTIP 2022. LTIP 2022 is proposed to include approximately 200 senior executives and other key employees within the Bravida group. The participants in LTIP 2022 are required to invest in the group by acquiring shares in Bravida Holding AB (publ) (“Saving Shares”). These Saving Shares are received by way of purchase of ordinary shares in Bravida at market value in accordance with the terms set out under “Personal investment” below or transfer of ordinary shares that such participant already holds. The participants will thereafter be granted the opportunity to receive ordinary shares free of charge in accordance with LTIP 2022, so called “Performance Shares” in accordance with the terms set out below. 

In the event that delivery of Performance Shares cannot be achieved at reasonable costs, with reasonable administrative efforts or due to market conditions, participants may instead be offered a cash-based settlement.

Personal investment

In order to participate in LTIP 2022, the participant must have made a private investment by acquiring Saving Shares at market value and for a value of not less than SEK 30,000 and up to SEK 300,000 depending on the participants’ position in the group and in accordance with what is further described below. For each Saving Share held under LTIP 2022, the company will grant the participants a right to Performance Shares, meaning a right to receive Performance Shares free of charge (“Right”). The number of Performance Shares each participant is entitled to depends on (i) which category each participant belongs to and (ii) the company’s fulfilment of the performance conditions. A participant cannot receive more than five Performance Shares per Saving Share.

General terms and conditions

Subject to the fulfilment of certain performance based conditions for the financial year 2024 and provided that the participant has kept its investment in Saving Shares during the period from the day of allocation of the Rights until the day of the release of the interim report for the period 1 January to 31 March 2025 (the vesting period) and, with certain exceptions, kept its employment within the Bravida group and not given notice of termination at such point in time, each Right entitles the participant to receive at least one Performance Share free of charge in the company. 

Retention and performance conditions 

The number of Performance Shares each of the participant’s Saving Share entitles to depends on how the company has fulfilled the performance conditions during the measurement period. The measurement period is three years and covers the financial years 2022, 2023 and 2024 (the “Measurement period”). The performance conditions are based on the company’s normalised accumulated EBITA (“Group EBITA”). EBITA is the result before interest, and amortisations, also called operating profit. 

The performance conditions are set to a “minimum level” and a “maximum level”. In order for the participants to obtain full allotment of the number of Performance Shares the Group EBITA must amount to at least SEK 1,855,480,000 (the “Target level”). At the end of the Measurement period, i.e. on 31 December 2024, the company’s Group EBITA for the financial year 2024 will be compared to the Target level.  Should the Group EBITA for the financial year 2024 amount to not less than SEK 1,855,480,000 the participants will be entitled full allotment of the number of Performance Shares. 

In order for any allotment of Performance Shares, the minimum level must be exceeded. The minimum level amounts to 85 percent of the Target level. Should such level not be exceeded no Performance Shares will be allotted. The board of directors intends to disclose the outcome of the performance based conditions in the annual report for the financial year 2024. 

The Rights

The Rights shall moreover be governed by the following terms and conditions:

•    Rights are granted free of charge as soon as possible after the Annual General Meeting of 2022 and not later than 30 June 2022.

•     May not be transferred or pledged. 

•    Each Right entitles the participant to receive at least one Performance Share at the end of the vesting period, i.e. at the time of the release of the interim report for the period 1 January – 31 March 2025, if the participant at the end of the vesting period, with certain exceptions, maintains its employment within the Bravida group, has not given notice of termination and maintains the invested Saving Shares, and that the “minimum level” for the performance conditions is exceeded.

Preparation and administration 

The board of directors, or a committee established by the board of directors for these purposes, shall be responsible for preparing the detailed terms and conditions of LTIP 2022, in accordance with the mentioned terms and guidelines. To this end, the board of directors shall be entitled to make adjustments to meet foreign regulations or market conditions. The board of directors may also make other adjustments if significant changes in the Bravida group or its operating environment would result in a situation where the decided terms and conditions of LTIP 2022 no longer serve their purpose. The board of directors’ possibility to make such adjustments does not include the grant of continued participation for senior executives in the company’s long-term incentive programmes after the termination of their respective employments.    

Allocation 

The participants are divided into different categories and in accordance with the above, LTIP 2022 will comprise the following number of Saving Shares and maximum number of Performance Shares for the different categories:

•    the CEO: may acquire SEK 300,000 worth of Saving Shares within LTIP 2022, which if the minimum level is exceeded gives the holder the right to allotment of not less than one (1) and up to five (5) Performance Shares per Saving Share;

•    the CFO: may acquire SEK 240,000 worth of Saving Shares within LTIP 2022, which if the minimum level is exceeded gives the holder the right to allotment of not less than one (1) and up to five (5) Performance Shares per Saving Share;

•    other members of the management (approximately 11 individuals): may acquire SEK 200,000 worth of Saving Shares within LTIP 2022, which if the minimum level is exceeded gives the holder the right to allotment of not less than one (1) and up to five (5) Performance Shares per Saving Share;

•    regional managers (approximately 35 individuals): may acquire up to SEK 50,000 worth of Saving Shares within LTIP 2022, which if the minimum level is exceeded gives the holder the right to allotment of not less than one (1) and up to five (5) Performance Shares per Saving Share; 

•    department managers and branch managers, whose departments or branches have earned more than 7 per cent Group EBITA and have had a turnover over SEK 50 million over the last three years (approximately 60 individuals): may acquire up to SEK 50,000 worth of Saving Shares within LTIP 2022, which if the minimum level is exceeded gives the holder the right to allotment of not less than one (1) and up to five (5) Performance Shares per Saving Share; 

•    department managers and branch managers, whose departments or branches have earned more than 4 per cent Group EBITA (but less than 7 per cent) and have had a turnover over SEK 30 million (but less than SEK 50 million) over the last three years (approximately 60 individuals): may acquire up to SEK 30,000 worth of Saving Shares within LTIP 2022, which if the minimum level is exceeded gives the holder the right to allotment of not less than one (1) and up to three (3) Performance Shares per Saving Share; and 

•    certain other managers on group, division or regional level as well as certain key persons (for example in connection with acquisitions) (approximately 32 individuals in total): may acquire either up to SEK 30,000 or up to SEK 50,000 worth of Saving Shares each within LTIP 2022, which if the minimum level is exceeded gives the holder the right to allotment of not less than one (1) and up to three (3), alternatively five (5) Performance Shares per Saving Share. The maximum worth of Saving Shares allocated to this category is SEK 1,280,000.

Scope and costs of LTIP 2022

LTIP 2022 will be accounted for in accordance with IFRS 2 which stipulates that the Rights should be recorded as a personnel expense in the income statement during the vesting period. The costs for LTIP 2022 is estimated to amount to approximately SEK 27 million, excluding social security costs, calculated in accordance with IFRS 2. The costs for social security charges are calculated to approximately SEK 6 million, based on the above assumptions. In addition to what is set forth above, the costs for LTIP 2022 have been based on that LTIP 2022 comprises 200 participants and that each participant makes a maximum investment. If the maximum result is reached, and all invested Saving Shares are retained under LTIP 2022 and a fulfilment of the performance conditions of 100 per cent, the maximum cost of LTIP 2022 as defined in IFRS 2 is approximately SEK 46 million and the maximum social security cost is estimated to approximately SEK 10 million. The costs are expected to have marginal effect on key ratios of the Bravida group.

Upon maximum allotment of Performance Shares, and based on a share price of SEK 115 per share at the start of the program, maximum 406,000 ordinary shares may be allotted within the framework of LTIP 2022, which would mean a dilution effect of approximately 0.2 per cent of the share capital and the votes in the company in respect of the company’s ordinary shares. The dilution effect including existing long-term incentive programs would then equal maximum approximately 0.9 per cent. Within the framework of LTIP 2022, maximum 500,000 ordinary shares may be issued, which would mean a dilution effect of approximately 0.2 per cent of the share capital and the votes in the company in respect of the company’s ordinary shares. The dilution effect including existing long-term incentive programs would then equal maximum approximately 0.9 per cent. 

Information on Bravida’s existing incentive programs can be found in the Annual Report 2021 and on the company’s website, www.bravida.se.

Delivery of Performance shares under LTIP 2022 

In order to implement LTIP 2022 in a cost-efficient and flexible manner, the board of directors has considered different methods to ensure delivery of Performance Shares in accordance with LTIP 2022. The board of directors has found the most cost-efficient alternative to be, and thus proposes that the General Meeting as a main alternative, resolves to authorise the board of directors to resolve on a directed issue of Class C shares to a bank in accordance with item 21(b)(i) and further to authorise the board of directors to subsequently resolve to repurchase the Class C shares from said bank in accordance with item 21(b)(ii). The Class C shares will then be held by the company, whereafter the appropriate number of Class C shares will be reclassified into ordinary shares and subsequently be delivered to the participants under LTIP 2022. The board of directors further proposes that the General Meeting resolves that a maximum of 500,000 ordinary shares may be transferred to the participants in accordance with the terms of LTIP 2022. 

Should the majority requirement for item 21(b) below not be met, the board of directors proposes that Bravida shall be able to enter into an equity swap agreement with a third party in accordance with item 21(c) below.

The rationale for the proposal

The objective of LTIP 2022 is to create conditions for retaining competent employees in the Bravida group. LTIP 2022 has been designed based on the view that it is desirable that senior executives and other key employees within the group are shareholders in the company and that they see that working with a long term horizon pays off. Participation in LTIP 2022 requires a personal investment in Saving Shares. By offering an allotment of Performance Shares which are based on the fulfilment of performance based conditions, the participants are rewarded for increased shareholder value. Further, LTIP 2022 rewards employees’ loyalty and long-term value growth in the company. Against this background, the board of directors is of the opinion that the adoption of LTIP 2022 will have a positive effect on the Bravida group’s future development and thus be beneficial for both the company and its shareholders.

Preparation 

The company’s board of directors has prepared LTIP 2022 in consultation with external advisors.

Hedging arrangements in respect of LTIP 2022

Authorisation for the board of directors to issue Class C shares, authorisation for the board of directors to repurchase own Class C shares, as well as, resolution to transfer own ordinary shares (items 21(b)(i)-(iii)) 

All resolutions under item 21(b)(i)-(iii) are proposed to be conditioned upon each other.
Authorisation for the board of directors to issue Class C shares (item 21(b(i)) 

The board of directors proposes that the Annual General Meeting resolves to authorise the board of directors, during the period until the next Annual General Meeting, to increase the company’s share capital by not more than SEK 10,000 by the issue of not more than 500,000 Class C shares, each with a ratio value of SEK 0.02. With disapplication of the shareholders’ preferential rights, a bank shall be entitled to subscribe for the new Class C shares at a subscription price corresponding to the ratio value of the shares. The purpose of the authorisation and the reason for the disapplication of the shareholders’ preferential rights in connection with the issue of shares is to ensure delivery of shares to employees under LTIP 2022.

Authorisation for the board of directors to resolve to repurchase own Class C shares (item 21(b)(ii)) 

The board of directors proposes that the Annual General Meeting resolves to authorise the board of directors, during the period until the next Annual General Meeting, to repurchase its own Class C shares. The repurchase may only be effected through a public offer directed to all holders of Class C shares and shall comprise all outstanding Class C shares. The number of shares purchased may not result in the company holding at any time more than 10 per cent of the total number of shares in the company. The purchase may be affected at a purchase price corresponding to the quota value of the share. Payment for the Class C shares shall be made in cash. The purpose of the repurchase authorisation is to ensure the company’s compliance with its obligations under LTIP 2022. 

Transfer of own ordinary shares (item 21(b)(iii)) 

The board of directors proposes that the Annual General Meeting resolves that Class C shares that the company purchases by virtue of the authorisation to repurchase its own Class C shares in accordance with item 21(b)(ii) above, following reclassification into ordinary shares, may be transferred to participants in LTIP 2022 in accordance with the approved terms. The board of directors further proposes that the Annual General Meeting resolves that a maximum of 500,000 ordinary shares may be transferred to participants in accordance with the terms of LTIP 2022.

Equity swap agreement with a third party (item 21(c)) 
Should the majority requirement under item 21(b) above not be met, the board of directors proposes that the Annual General Meeting resolves that the expected financial exposure of LTIP 2022 shall be hedged so that Bravida can enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own name shall be entitled to acquire and transfer ordinary shares of Bravida to the participants in LTIP 2022.
_______________________

Special majority requirements 
A resolution in accordance with the board of directors’ proposal in items 19 and 20 shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting. A resolution in accordance with the board of directors’ proposal in item 21(b)(i) and 21(b)(ii) above shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting. A resolution in accordance with the board of directors’ proposal in item 21(b)(iii) shall only be valid where supported by not less than nine-tenths of both the votes cast and the shares represented at the Meeting. 

Shareholders’ right to request information 
The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

Number of shares and votes
There are 204,416,598 shares and 203,433,053.7 votes outstanding in the company, of which 1,092,827 shares are class C shares entitled to one-tenth vote per share and 203,323,771 shares are ordinary shares entitled to one vote per share. As of the day of this notice, the company holds all 1,092,827 class C shares as well as 34,490 ordinary shares.

Documentation
The annual report, the board of directors’ remuneration report and all other documentation for resolutions are held available at the company’s office at Mikrofonvägen 28, in Stockholm, Sweden, and at www.bravida.se no later than three weeks before the Meeting. Moreover, the nomination committee’s motivated statement is available at the company’s above address, as well as at www.bravida.se, no later than four weeks before the Meeting. 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 on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. 

This notice is a translation of a Swedish notice and in case of any deviations between the both language versions, the Swedish version shall prevail.

Stockholm, March 2022
Bravida Holding AB (publ)
The board of directors