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 20 April 2026, and  

(ii) no later than 22 April 2026 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 Euroclear Sweden AB’s website, https://www.euroclear.com/sweden/generalmeetings/. 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 22 April 2026.

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 20 April 2026, and 

(ii) notify its intention to participate in the General Meeting no later than 22 April 2026, 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 22 April 2026. Shareholders who are natural persons may also cast their votes electronically through BankID verification via Euroclear Sweden AB’s website, https://www.euroclear.com/sweden/generalmeetings/. 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 20 April 2026. 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 22 April 2026 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)    Karin Stålhandske (re-election) 
         (e)    Tero Kiviniemi (re-election)
         (f)     Anette Frumerie (new election)
         (g)    Åsa Landén Ericsson (new 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.    Presentation of the remuneration report for approval.

18.    Resolution regarding guidelines for remuneration to executive officers.

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 long-term incentive programme. 
        (a)    Adoption of incentive programme.  
        (b)    (i) Authorization for the board of directors to issue Class C shares
                (ii) Authorization for the board of directors to resolve to repurchase own Class C shares. 
                (iii) Transfer of own ordinary shares.  
        (c)    Equity swap agreement with a third party. 

22.    Closing of the Annual General Meeting.  

Proposed resolutions  

Election of chairman of the Annual General Meeting (item 2) 

The nomination committee consists of Sussi Kvart, Handelsbanken Fonder (chairman), Joachim Spetz, Swedbank Robur, Patrik Jönsson, SEB Funds AB. The chairman of the board of directors of Bravida, Fredrik Arp, is an adjunct member of the nomination committee. The nomination committee proposes that the chairman of the board Fredrik Arp is elected chairman of the Annual General Meeting. 

Allocation of the company’s result (item 10)  

The board of directors proposes a dividend of SEK 3.80 per ordinary share. The record date is proposed to be on Thursday 30 April 2026. If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid out to the shareholders on Wednesday 6 May 2026.  

The proposed dividend amounts to a total of SEK 777,341,311. 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 2,047,899,402 are carried forward. 

Determination of the number of board members (item 12a) 

The nomination committee proposes that the number of board members should be seven (7) without any deputy board members. 

Determination of the number of auditors (item 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 (item 13a)  

The nomination committee proposes that the fees to the board of directors, including compensation for committee work, shall amount to maximum SEK 6,336,000 for the period up until the end of the next Annual General Meeting, to be allocated as follows: SEK 1,510,000 to the chairman and SEK 595,000 to each of the other board members, SEK 240,000 to the chairman of the audit committee and SEK 120,000 to each of the other members of the audit committee, SEK 130,000 to the chairman of the remuneration committee and SEK 99,000 to each of the other members of the remuneration committee and SEK 130,000 to the chairman of the tender committee and SEK 99,000 to each of the other members of the tender committee.

Determination of the fees to the auditors (item 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 (item 14-15)  

The nomination committee proposes that Fredrik Arp, Cecilia Daun Wennborg, Jan Johansson, Tero Kiviniemi and Karin Stålhandske are re-elected and that Anette Frumerie and Åsa Landén Ericsson be elected as new 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. Current board member Marie Nygren is not available for re-election.

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 (item 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 Henrik Lind is intended to be appointed as responsible auditor. 

Resolution regarding guidelines for remuneration to executive officers (item 18)

The board of directors proposes that the Annual General Meeting resolves to adopt the following guidelines for remuneration to the company’s executive officers. 

The proposal for the Annual General Meeting 2026 for the decision on remuneration guidelines for executive managers is in all material respects consistent with the guidelines adopted by the Annual General Meeting in 2024. The amendment and addition merely mean that a sustainability target may also be included in the company's long-term share-based incentive programme, in order to reflect the incentive programme proposed to the Annual General Meeting 2026. Otherwise, no changes are proposed to the previously adopted guidelines.

These guidelines cover the company’s CEO and other persons in the company’s management. The guidelines shall be applied to remunerations that are agreed upon, and changes that are made to already agreed remunerations, after the guidelines have been adopted by the General Annual Meeting of 2026. The guidelines do not cover remunerations decided by the general meeting. It is noted that the members of Bravida’s board only receive remuneration as decided by the general meeting, therefore these guidelines do not include the board members. 

The promotion of the company’s business strategy, long-term interests, and sustainability by the guidelines

The company’s business strategy is briefly to offer complete technical solutions throughout the entire life of a property – from consulting and design to installation and service. Bravida is a large company with a local presence throughout the Nordics. Bravida meets customers on-site and takes long-term responsibility for its work. The employees are the company’s most important asset. With common values, working methods and tools, the employees together create a sustainable and profitable operation for the company and its customers. Bravida’s vision is to be the best in the Nordics at sustainable service and installation of the functions that give properties life. Bravida aims to be the first choice for customers and the most attractive employer in the industry.

For further information about the company and its business strategy, please visit https://www.bravida.se. 

A successful implementation of the company’s business strategy and safeguarding of the company’s long-term interests, including its sustainability, requires that the company can recruit and retain qualified employees. To do this, the company must be able to offer competitive compensation. These guidelines enable the company to offer competitive total remuneration to its executive officers. 

Long-term share-related incentive programs have been established in the company. These have been decided by the general meeting and are therefore not covered by these guidelines. For the same reason, the long-term share-related incentive program that the board has proposed that the Annual General Meeting 2026 should adopt is also not covered. The proposed program corresponds in all essential aspects to existing programs. The program covers the Group Management, Regional Managers, Department Managers, other staff members, and other identified key personnel in the company. The performance criteria used to assess the outcome of the programs are clearly linked to the business strategy and hence to the company’s long-term value creation. The performance target applied in all programs is the Group’s earnings (Ebita) for the third calendar year following the adoption of the program, as well as ESG targets at group level. All participants therefore have the same performance targets. The programs also require a personal investment and a multi-year holding period. For more information about ongoing programs, including the criteria upon which the outcome depends, see the group’s annual report.

Variable cash remuneration covered by these guidelines should aim to promote the company’s business strategy and long-term interests, including its sustainability.

Forms of compensation etc.

The compensation should be market-based and may consist of the following components: fixed cash salary, variable cash compensation, pension benefits, and other benefits. In addition to these guidelines, the General Meeting may decide on, for example, share-based and share price related compensations. 

The fulfilment of criteria for the payment of variable cash compensation should be measurable over a period of one year. The variable cash compensation to the Chief Executive Officer may amount to a maximum of 125 percent of the fixed annual cash salary. The variable cash compensation to other senior executives varies depending on the position but may amount to a maximum of 200 percent of the fixed annual cash salary.

For the Chief Executive Officer, pension benefits, including health insurance, should be defined-contribution. Variable cash compensation should not be pension qualifying. Other senior executives should have premium-defined pension benefits, including health insurance, unless covered by defined-benefit pensions according to mandatory collective bargaining agreements. Variable cash compensation should not be pension qualifying.

Senior executives residing in Sweden are entitled to pension benefits corresponding to between 28 to 35 percent of the respective person’s annual fixed cash salary, or in accordance with applicable occupational pension plans. For senior executives residing outside of Sweden, the company should strive to apply equivalent pension benefits as those applied to senior executives residing in Sweden, though variations justified by local conditions may occur. In such cases, the overall purpose of these guidelines should be met as far as possible. 

Other benefits may include, among others, life insurance, healthcare insurance, and car benefits. Such benefits may together amount to a maximum of 10 percent of the fixed annual cash salary.

Termination of Employment

In the event of termination by the company, the notice period may be up to twelve months. Fixed cash salary during the notice period and severance pay may together not exceed an amount equivalent to the fixed cash salary for one year. In the event of termination by the executive, the notice period may be up to six months, without the right to severance pay.

Criteria for the distribution of Variable Cash Compensation etc.

The variable cash compensation should be linked to predetermined and measurable criteria that can be both financial or non-financial. They may also consist of individualised quantitative or qualitative goals. The criteria should primarily be based on performance (Ebita), acquisition activity, and individual goals. This model aims to improve the operating result and create profitable growth, thereby promoting the company’s business strategy and long-term interests, including its sustainability. 

Once the measurement period for fulfilling the criteria for payment of variable cash compensation has ended, it should be assessed/determined to what extent the criteria have been met. The Compensation Committee is responsible for the assessment regarding the variable cash compensation to the Chief Executive Officer. As for variable cash compensation to other executives, the Chief Executive Officer is responsible for the assessment. As for financial targets, the assessment should be based on the most recently published financial information by the company.

Salary and Conditions of Employment for Employees

In the preparation of the Board’s proposal for these compensation guidelines, the salary and employment conditions for the company’s employees have been taken into account by including information about the employees’ total compensation, the components of the compensation, and the increase and rate of increase of the compensation over time as part of the Compensation Committee’s and the Board’s decision-making documentation when evaluating the reasonableness of the guidelines and the limitations that follow from them.

The Decision-Making Process for Establishing, Reviewing, and Implementing the Guidelines 

The Board has established a compensation committee. The committee’s tasks include preparing the Board’s decisions on proposals for guidelines for compensation to senior executives. The Board shall draft proposals for new guidelines at least every four years and submit the proposal for resolution at the Annual General Meeting. The guidelines shall apply until new guidelines are adopted by the General Meeting. The Compensation Committee shall also monitor and evaluate programs for variable compensation to the company management, the application of guidelines for compensation to senior executives, and the current compensation structures and compensation levels in the Company. The members of the Compensation Committee are independent in relation to the Company and company management. When the Board deals with and decides on compensation-related issues, the Chief Executive Officer or other members of the company management do not attend, to the extent they are affected by the issues.

Deviating from the guidelines

The Board may decide to temporarily deviate from the guidelines, in whole or in part, if in an individual case there are special reasons for it and a deviation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, it is part of the Compensation Committee’s tasks to prepare the Board’s decisions on compensation matters, which includes decisions on deviations from the guidelines.

Resolution regarding authorization for the board of directors to resolve to repurchase and transfer of own shares (item 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 and to ensure the delivery of shares to participants in accordance with previous long-term incentive programmes. The purpose of the authorization to transfer own shares is to enable the board of directors to finance acquisitions with own shares and to ensure that Bravida meets its obligations under previous long-term incentive programmes.

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 (item 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 2026”) in accordance with the below. 

LTIP 2026 is a three-year performance-based incentive program, with the same structure as the incentive programmes adopted in connection with Annual General Meetings and Extraordinary General Meetings of Bravida since 2016. 

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

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 14,050 by the issue of not more than 702,500 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 2026. 

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 affected 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 2026.  

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 2026 in accordance with the approved terms. Alternatively, Bravida may fulfil its obligation by transferring to participants in LTIP 2026 ordinary shares acquired pursuant to the authorisation to repurchase own shares under item 19. This alternative may also be used to fulfil Bravida's obligations regarding the delivery of shares under LTIP 2024, resolved at the 2024 Annual General Meeting, and LTIP 2025, resolved at the 2025 Annual General Meeting. The board of Directors further proposes that the Annual General Meeting resolves that a maximum of 702,500 ordinary shares may be transferred to participants in accordance with the terms of LTIP 2026. 

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 2026 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 2026. 

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 207,126,598 shares and 204,833,103.7 votes outstanding in the company. Of the total amount of shares 2,548,327 are class C shares entitled to one-tenth vote per share and 204,578,271 shares are ordinary shares entitled to one vote per share. As of the day of this notice, the company holds all 2,548,327 class C shares as well as 16,572 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. The notification of participation and advance voting form as well as the proxy form is available at the company’s webpage, www.bravida.se, and will be sent free of charge to the 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. If you have any questions regarding our processing of your personal data, you can contact us by emailing arsstamma@bravida.se Bravida Holding AB (publ) has corporate registration number 556891-5390 and registered office in Stockholm, Sweden

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

Stockholm, March 2026
Bravida Holding AB (publ)
The board of directors