Report from Bravida Holding AB (publ)’s Annual General Meeting on 5 May 2022

At the Annual General Meeting in Bravida Holding AB (publ) today, the below resolutions were made in accordance with the board of directors’ and the nomination committee’s proposals.

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Adoption of income statements and balance sheets, allocation of the company’s result and discharge from liability
The Annual General Meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet in the annual report for the financial year 2021. The Annual General Meeting resolved on a dividend to the shareholders of SEK 3 per ordinary share, in total SEK 609,867,843, and that the remaining profits shall be distributed so that SEK 3,517,757,028 is transferred to the share premium reserve and that the remaining SEK 47,593,917 shall be carried forward. Monday 9 May 2022 was established as record day for the dividend. The Annual General Meeting also discharged the members of the board of directors and the CEO from liability for the financial year 2021.  ‬‬‬‬

Election of board members, chairman of the board and auditor
The Annual General Meeting resolved that the number of board members shall be six with no deputy members and that the number of auditors shall be one with no deputy auditors. Fredrik Arp, Cecilia Daun Wennborg, Jan Johansson, Marie Nygren, Staffan Påhlsson and Karin Stålhandske were re-elected as board members. Fredrik Arp was re-elected as chairman of the board of directors. KPMG was re-elected as auditor.

Determination of fees for the board members and the auditor
The Annual General Meeting resolved that fees to the board of directors shall amount to maximum SEK 4,510,000, to be allocated as follows: SEK 1,290,000 to the chairman and SEK 510,000 to each of the other board members, SEK 200,000 to the chairman of the audit committee and SEK 100,000 to each of the other members of the audit committee, SEK 110,000 to the chairman of the remuneration committee and SEK 80,000 to each of the other members of the remuneration committee. Fees to the auditor shall be paid against approved accounts.

Changes to the principles for appointment of the nomination committee
The Annual General Meeting resolved on changed 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. 

Remuneration report
The Annual General Meeting approved the board of directors’ proposed remuneration report.

Authorization to repurchase and transfer shares
The Annual General Meeting resolved to authorize 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 percent of the total number of shares in the company. Further, it was resolved to authorize the board of directors to resolve, on one or several occasions until the next Annual General Meeting, to transfer (sell) own shares. The purpose of the authorization to repurchase own shares is to promote efficient capital usage in the company and to enable the board of directors to finance acquisitions with own shares. The purpose of the authorization to transfer own shares is to enable the board to finance acquisitions with own shares.

Authorization to issue new shares 
The Annual General Meeting resolved to authorize the board of directors to, on one or several occasions until the next Annual General Meeting, resolve to increase the company’s share capital by way of share issue to such extent that it corresponds to a dilution of maximum 10 percent, based on the number of shares that are outstanding at the time of the Annual General Meeting’s resolution on the authorisation, after full exercise of the authorisation. The purpose of the authorization to issue shares is to increase the company's financial flexibility as well as to enable the company’s payment with own shares in connection with any acquisitions of companies or businesses that the company may carry out.

Adoption of a long term incentive programme
The Annual General Meeting resolved to adopt a long term incentive programme for senior executives and other key employees within the Bravida group. The resolution also included resolutions regarding authorization for the board of directors to resolve to issue not more than 500,000 shares Class C shares, authorization for the board of directors to resolve to repurchase Class C shares to such extent that the company’s holding at any time does not amount to more than 10 percent of the total number of shares in the company and to transfer not more than 500,000 own ordinary shares to participants in accordance with the terms of the incentive programme.

Additional information from the Annual General Meeting
Complete proposals regarding the resolutions by the Annual General Meeting in accordance with the above are available at www.bravida.se/en. Minutes from the Annual General Meeting will be made available at www.bravida.se/en no later than two weeks after the Annual General Meeting.