Bravida Holding

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 17 April 2025, and  
(ii)   no later than 23 April 2025 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://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.com. 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 28 April 2025.

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 17 April 2025, and 
(ii)   notify its intention to participate in the General Meeting no later than 23 April 2025, 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.com. 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 23 April 2025. 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.com. 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 17 April 2025. 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 23 April 2025 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)    Karin Stålhandske (re-election) 
       (f)     Tero Kiviniemi (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.   Presentation of the remuneration report for approval.  
18.   Resolution regarding authorization for the board of directors to resolve to repurchase and transfer of own shares. 
19.   Resolution regarding authorization for the board of directors to issue new shares. 
20.   Resolution regarding introduction of long-term incentive programme. 
        (a)    Adoption of 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. 
21.   Resolution regarding change of performance conditions in existing long-term incentive programmes.
22.   Closing of the Annual General Meeting.

Proposed resolutions

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

The nomination committee consisting of Joachim Spetz, Swedbank Robur Fonder (chairman), Ben Heck, Mawer Investment Management, Sussi Kvart, Handelsbanken Fonder, and adjuncted member Fredrik Arp, chairman of the board of directors of Bravida, 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 3.75 per ordinary share. The record date is proposed to be on Friday 2 May 2025. If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid out to the shareholders on Monday 5 May 2025.  

The proposed dividend amounts to a total of SEK 766,708,871. 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 2,579,061,240 are carried forward. 

Determination of the number of board members (item 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 (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 5,110,000 for the period up until the end of the next Annual General Meeting, to be allocated as follows: SEK 1,460,000 to the chairman and SEK 575,000 to each of the other board members, SEK 230,000 to the chairman of the audit committee and SEK 115,000 to each of the other members of the audit committee and SEK 125,000 to the chairman of the remuneration committee and SEK 95,000 to each of the other members of the remuneration 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, Marie Nygren, Karin Stålhandske and Tero Kiviniemi 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.com. 

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 authorization for the board of directors to resolve to repurchase and transfer of own shares (item 18)

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 (item 19)

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 20)

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 2025”) in accordance with the below. 

LTIP 2025 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 20(a)) 

The programme in summary 

The board of directors propose that the Annual General Meeting adopts LTIP 2025, which is proposed to include approximately 265 senior executives and other key employees within the Bravida group. The participants in LTIP 2025 are required to invest in the group by acquiring shares in Bravida (“Saving Shares”). The Saving Shares grant the participants the opportunity to receive ordinary shares free of charge, so called “Performance Shares”, at the end of the vesting period, i.e. when the quarterly report for 1 January – 31 March 2028 is published, provided that the participant (i) at the end of the vesting period, with some exceptions, is still an employee of the Bravida group and has not terminated its employment at that time, (ii) still has its original Saving Shares. The amount of Performance Shares that each participant is entitled to is dependent on the fulfilment of the established performance condition 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 2025, the participant must make a private investment by acquiring Saving Shares at market value for a value of not less than SEK 37,500 and up to SEK 375,000. Each participant is entitled to a maximum of five (5) Performance Shares for each Saving Share and the number of Performance Shares each participant is entitled to depends on (i) which category each participant belongs to, see below, and (ii) the Company’s fulfilment of the performance conditions.

Performance condition 

The number of Performance Shares each of the participant’s Saving Share entitles to depends on how the Company has fulfilled the performance condition during the measurement period. The measurement period is three years and covers the financial years 2025, 2026 and 2027 (the “Measurement Period”). The performance condition is based on the company’s normalised accumulated EBITA (“Group EBITA”). EBITA is the result before interest, and amortisations, also called operating profit.  

In order for the participants to obtain full allotment of the number of Performance Shares in accordance with LTIP 2025, the Group EBITA must amount to at least MSEK 2,096 (the “Maximum Level”). At the end of the Measurement period, i.e. on 31 December 2027, the Company’s Group EBITA for the financial year 2027 will be compared to the Maximum Level. Should the Group EBITA for the financial year 2027 amount to at least MSEK 2,096, the participants will be entitled to full allotment of the number of Performance Shares. 

In order for allotment of Performance Shares to occur, a minimum level must be reached. The minimum level under LTIP 2025 is MSEK 1,620, which corresponds to approximately 77 per cent of the Maximum Level. If the minimum level is not reached, no allotment of Performance Shares will be made. The board of directors intends to disclose the fulfilment of the performance-based condition of LTIP 2025 in the annual report for the financial year 2027.
 
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 2025, 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 2025 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/employees 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 2025 will comprise the following number of Saving Shares and maximum number of Performance Shares for the different categories: 

•    the CEO: may acquire SEK 375,000 worth of Saving Shares within LTIP 2025, which gives the holder the right to allotment of not less than one (1) and up to five (5) Performance Shares per Saving Share depending on the fulfilment of the Performance Condition; 
•    the CFO: may acquire SEK 300,000 worth of Saving Shares within LTIP 2025, which gives the holder the right to allotment of not less than one (1) and up to five (5) Performance Shares per Saving Share depending on the fulfilment of the Performance Condition; 
•    other members of the management and chosen key persons (approximately 15 individuals): may each acquire up to SEK 250,000 worth of Saving Shares within LTIP 2025, which gives the holder the right to allotment of not less than one (1) and up to five (5) Performance Shares per Saving Share depending on the fulfilment of the Performance; 
•    regional managers, some heads of department and certain key persons (approximately 100 individuals): may acquire up to SEK 62,500 worth of Saving Shares within LTIP 2025, which gives the holder the right to allotment of not less than one (1) and up to five (5) Performance Shares per Saving Share depending on the fulfilment of the Performance Condition;  
•   other key persons (approximately 150 individuals): may acquire up to SEK 37,500 worth of Saving Shares each within LTIP 2025, which gives the holder the right to allotment of not less than one (1) and up to three (3) Performance Shares per Saving Share depending on the fulfilment of the Performance Condition. 

Scope and costs of LTIP 2025 

LTIP 2025 will be accounted for in accordance with IFRS 2 which stipulates that LTIP 2025 should be recorded as a personnel expense in the income statement during the vesting period. The costs for LTIP 2025 are estimated to amount to approximately MSEK 42, excluding social security costs, calculated in accordance with IFRS 2. The costs for social security charges are calculated to approximately MSEK 9, based on the above assumptions. In addition to what is set forth above, the costs for LTIP 2025 have been based on that LTIP 2025 comprises 267 participants and that each participant makes a maximum investment. If the maximum result is reached, and all invested Saving Shares are retained under LTIP 2025 and a fulfilment of the performance conditions of 100 per cent, the maximum cost of LTIP 2025 as defined in IFRS 2 is approximately MSEK 70 and the maximum social security cost is estimated to approximately MSEK 16. 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 92 per share at the start of the program, maximum 770,000 ordinary shares may be allotted within the framework of LTIP 2025, which would mean a dilution effect of approximately 0.37 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 0.84 per cent. 

Information on Bravida’s existing incentive programmes can be found in the Annual Report 2024 and on the company’s website, www.bravida.com. 

Delivery of Performance shares under LTIP 2025 

In order to implement LTIP 2025 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 2025. 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 20(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 20(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 2025. The board of directors further proposes that the General Meeting resolves that a maximum of 770,000 ordinary shares may be transferred to the participants in accordance with the terms of LTIP 2025.  

Should the majority requirement for item 20(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 20(c) below. 

The rationale for the proposal 

The objective of LTIP 2025 is to create conditions for retaining competent employees in the Bravida group. LTIP 2025 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 2025 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 2025 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 2025 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 2025 in consultation with external advisors. 

Hedging arrangements in respect of LTIP 2025 

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 20(b)(i)-(iii))

All resolutions under item 20(b)(i)-(iii) are proposed to be conditioned upon each other. 

Authorisation for the board of directors to issue Class C shares (item 20(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 15,400 by the issue of not more than 770,000 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 2025. 

Authorisation for the board of directors to resolve to repurchase own Class C shares (item 20(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 2025.  

Transfer of own ordinary shares (item 20(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 20(b)(ii) above, following reclassification into ordinary shares, may be transferred to participants in LTIP 2025 in accordance with the approved terms. The board of Directors further proposes that the Annual General Meeting resolves that a maximum of 770,000 ordinary shares may be transferred to participants in accordance with the terms of LTIP 2025. 

Equity swap agreement with a third party (item 20(c))

Should the majority requirement under item 20(b) above not be met, the board of directors proposes that the Annual General Meeting resolves that the expected financial exposure of LTIP 2025 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 2025. 

Resolution regarding change of performance conditions in existing long-term incentive programmes (item 21)

Background

Since 2016, Bravida has annually adopted long-term incentive plans (“LTIP”). The number of so-called performance shares allotted to the participants depends on how Bravida meets the performance condition during a three-year measurement period. The performance condition is based on the Company’s normalised and accumulated EBITA (“Group EBITA”). In order for the participants to receive full allotment of the number of performance shares, the Group EBITA must amount to at least the “Maximum Level”, which is determined for each LTIP. In order for performance shares to be allocated, a minimum level must be reached. The minimum level is expressed as a certain percentage of the Maximum Level.

The resolutions made by the Annual General Meetings 2022 – 2024 regarding LTIP 2022, LTIP 2023 and LTIP 2024, respectively, contained a minimum level that differs from what was communicated internally to the participants. As a result, the performance condition according to the Annual General Meetings’ resolution differs from what was communicated internally to the participants. The minimum level according to the Annual General Meeting resolutions is 85 per cent of the Maximum Level for each LTIP. However, the minimum level communicated internally to the participants was lower. The documentation to the Annual General Meetings regarding the performance condition was incorrect and does not correspond to the commitments that Bravida has towards the participants. The performance condition communicated internally to the participants has been intended to apply to each LTIP.

The Board of Directors’ proposal

The Board of Directors proposes that the Annual General Meeting resolves to amend the performance conditions for LTIP 2022, LTIP 2023 and LTIP 2024, respectively, so that the minimum levels correspond to what has been communicated internally to the participants as follows:

•    the minimum level for LTIP 2022 is changed to 77 (85) per cent of the Maximum Level of MSEK 1,855 based on the 2024 Group EBITA;
•    the minimum level of LTIP 2023 is changed to 77 (85) per cent of the Maximum Level of MSEK 1,965 based on the 2025 Group EBITA; and
•    the minimum level of LTIP 2024 is changed to 80 (85) per cent of the Maximum Level of MSEK 2,144 based on the 2026 Group EBITA.

Effects of resolution to change performance conditions

Since the calculation of dilution effects and costs for each LTIP is based on the Maximum Level being reached under each LTIP, the change is not expected to lead to any deviating results from what has previously been communicated at the Annual General Meetings.

If the Annual General Meeting resolves to amend the performance conditions, allotment corresponding to 31.8 per cent of the Maximum Level will be made under LTIP 2022, which corresponds to allotment of approximately 100,000 Performance Shares. If the Annual General Meeting does not resolve to amend the performance conditions, no allotment will be made under LTIP 2022 and Bravida will need to compensate the participants in cash in accordance with the conditions communicated internally. A cash compensation corresponding to approximately 100,000 ordinary shares is estimated to have a cash flow effect of approximately MSEK 10.

The allotment of 31.8 per cent under LTIP 2022 results in a dilution of approximately 0.05 per cent. The maximum dilution effect for LTIP 2022 communicated at the Annual General Meeting 2022 was calculated to be approximately 0.2 per cent.

For LTIP 2022 and LTIP 2023, the minimum level decided by the Annual General Meetings (85 per cent) and what was communicated internally to the participants (77 per cent) differ by 8 percentage points. In relation to LTIP 2024, the corresponding difference is 5 percentage points (85 per cent and 80 per cent respectively). Therefore, LTIP 2023 and LTIP 2024 are expected to have a similar dilution effect as LTIP 2022.

The maximum dilution effect for LTIP 2023 communicated at the Annual General Meeting 2023 was calculated to be approximately 0.3 per cent. The maximum dilution effect for LTIP 2024 communicated at the Annual General Meeting 2024 was calculated to be approximately 0.4 per cent.

Assuming that awards are granted under LTIP 2023 and LTIP 2024 to the same extent as for LTIP 2022, i.e. 31.8 per cent, the total dilution effect is expected to be approximately 0.15 per cent for LTIP 2022, LTIP 2023 and LTIP 2024.

If the Annual General Meeting does not resolve to amend the performance condition as proposed by the Board of Directors, Bravida may be required to compensate the participants in LTIP 2023 and LTIP 2024 in cash to fulfil its obligations towards the participants as communicated internally.

Special majority requirements  

A resolution in accordance with the board of directors’ proposal in items 18 and 19 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 20(b)(i) and 20(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 20(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. A resolution in accordance with the board of directors’ proposal in item 21 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 206,356,598 shares and 204,660,703.7 votes outstanding in the company. Of the total amount of shares 1,884,327 are class C shares entitled to one-tenth vote per share and 204,472,271 shares are ordinary shares entitled to one vote per share. As of the day of this notice, the company holds all 1,884,327 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.com, 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.com, 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.com, and will be sent 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 2025
Bravida Holding AB (publ)
The board of directors