Governance

Björn Borgs's Board of Directors

According to the Articles of Association, Björn Borg's Board of Directors shall consist of a minimum of four and a maximum of eight members. The members are elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting.

At the 2026 Annual General Meeting, Mats H Nilsson, Jens Høgsted, Cecilia Bönström and Johanna Schottenius were re-elected as members of the Board of Directors and Björn Jansson was elected as a new Board member.

The Company's Board of Directors fulfils the requirements of the Code that a majority of the members shall be independent in relation to the Company and its management, and that at least two of these members shall be independent in relation to the Company's major shareholders. Ahead of the 2026 Annual General Meeting, the Nomination Committee made the assessment that all proposed Board members were independent from the company and its management as well as from major shareholders.

An annual Board evaluation, which aims to map how the Board's work works and whether the Board has a composition that is appropriate for the company's needs, has taken place within the company during the fourth quarter and the conclusions have been presented in their entirety to the Nomination Committee. The Board of Directors is assisted by a lawyer as external Secretary of the Board.

For other information about the Board members, please refer to page 94 of the Annual Report. For other information about the members of the Board of Directors, please refer to the presentation of the Board of Directors.

The Board's work procedures

It follows from the Swedish Companies Act that Björn Borg's Board of Directors is responsible for the company's organisation and the administration of the company's affairs and appoints the company's CEO. The Board of Directors establishes the company's objectives and strategy and adopts significant policy documents and continuously monitors compliance with these. The Board also has the ultimate responsibility for the various Board committees. The Board of Directors' rules of procedure, which were most recently adopted at the statutory Board meeting on 19 May 2026, set out the principles for the work of the Board of Directors, the division of responsibilities between the Board of Directors and the CEO, and financial reporting.

The work of the Board

In 2025, the Board of Directors held five meetings, four of which were in connection with the quarterly financial reporting and one meeting per capsulam. The attendance of Board members at this year's Board meetings is stated in the Corporate Governance Report.

Please note that the Corporate Governance Report is not part of the Board of Directors' Report, but a separate report.

Renumeration Committee

The Board of Directors has established a Remuneration Committee consisting of Johanna Schottenius and Mats H Nilsson to prepare issues relating to remuneration and other terms of employment for the executive management. Until the 2026 Annual General Meeting, the Remuneration Committee has had a recorded meeting, as well as informal meetings and contacts in between. During the year, the Committee, which has only a preparatory function, has, among other things, (i) prepared the Board's decisions on matters concerning remuneration principles, remuneration and other terms of employment for senior executives, (ii) followed and evaluated ongoing and completed programmes for variable remuneration for senior executives, and (iii) followed and evaluated the application of the guidelines for remuneration to senior executives adopted by the Annual General Meeting and the applicable remuneration structures and remuneration levels in the company.

Audit Committee

Björn Borg's Board of Directors has established an Audit Committee consisting of the Chairman of the Board Johanna Schottenius, Mats H Nilsson and Björn Jansson. The Audit Committee supports the Board of Directors in its work to ensure the quality of Björn Borg's financial reporting and is tasked with, among other things, ensuring that correct financial reporting of high quality is prepared and communicated.

The Audit Committee is also tasked with making a recommendation to the Nomination Committee regarding the election of auditors. In 2025, the committee held a total of four meetings, all in connection with the quarterly reports. All the members of the committee attended these meetings. In 2025, the CEO participated in the meetings as a so-called co-opted member. The committee has only one preparatory function.

The CEO

The Board of Directors has adopted an instruction for the work and role of the CEO, which in its current version was adopted on 19 May 2026. The CEO is responsible for the day-to-day management of the Group's operations in accordance with the Board's guidelines and other adopted policies and guidelines, and reports to the Board.

Henrik Bunge (1973) has been CEO since 4 August 2014. He does not own any shares in companies with which Björn Borg has significant business relationships. For other information about the CEO, please refer to page 95 of the Annual Report.

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The Annual General Meeting (AGM) resolves on remuneration to the Board of Directors, including for committee work, and on guidelines for remuneration to senior executives. Remuneration to senior executives and the CEO is handled by the Remuneration Committee based on these guidelines and determined by the Board of Directors.

Remuneration to the Board of Directors

According to a resolution at the 2026 Annual General Meeting, the members of the Board of Directors shall receive remuneration in accordance with the proposal from the Nomination Committee, in the amount of (i) SEK 520,000 to the Chairman of the Board and SEK 210,000 to the other members, (ii) with SEK 23,000 to the members of the Remuneration Committee and SEK 46,000 to the Chairman of the Committee, and (iii) with SEK 65,000 to the members of the Audit Committee and SEK 95,000 to the Chairman of the Committee.

Remuneration to senior executives

In accordance with a resolution at the 2025 Annual General Meeting, new guidelines for remuneration were adopted. The guidelines stipulate, for example, that remuneration for the CEO and other senior executives may consist of a base salary, variable remuneration and other benefits, including pension. Any variable remuneration is based on performance in relation to predefined, measurable targets and is capped at 50% of the target salary. The fixed and variable salary component as well as benefits for the CEO and management of Björn Borg are set out in Note 8 in the Annual Report. For complete guidelines for remuneration to senior executives, please see the following link.
For more detailed information about remuneration paid in 2025, please see the following link.

Incentive scheme

Incentive programme, LTIP 2026/2029

The 2026 Annual General Meeting resolved to implement a new long-term incentive program, LTIP 2026/2029, which can be described as a warrant program where senior executives and other key employees have acquired warrants issued by Björn Borg.

Björn Borg has the right to issue a maximum of 600,000 warrants. The original price will be calculated during the period 17 August to 28 August 2026 and shall as a general rule be allocated no later than 3 September 2026. Each option entitles the holder to subscribe for one new share in Björn Borg and can be exercised from 17 August 2029 up to and including one day that falls 30 calendar days thereafter. The value of the options shall be calculated according to the generally accepted valuation model, Black & Scholes, and calculated by Elleme AB. For more detailed information about LTIP 2026/2029, please see the following links for the LTIP proposal and the terms and conditions of the LTIP.

Incentive program, LTIP 2026/2029

Terms for incentive program, LTIP 2026/2029

The external auditors review Björn Borg’s annual accounts, accounting records and the administration of the Board of Directors and the CEO. After every financial year, the auditors submit an audit report to the AGM.

The AGM 2026 elected the registered public accounting firm BDO Mälardalen AB as auditor of the company until the conclusion of the next AGM. Authorised Public Accountant Johan Pharmanson is chief auditor.

The next auditors’ election will be held at the 2027 AGM.

Further information on the auditor’s fee can be found in the company’s Annual Report.

§ 1

Company name

The Company conducts its business under the name Björn Borg AB. The company is public (publ).

§ 2

Registered office

The registered office of the Board of Directors is in Stockholm.

§ 3

Operations

The object of the company’s business shall be to directly or through wholly owned or partly owned companies, own, manage and commercialize (including through licensing), and develop the brand Björn Borg, and pursue therewith compatible business.

§ 4

Share capital

The share capital shall amount to no less than seven million (7,000,000) Swedish kronor and no more than twenty-eight million (28,000,000) Swedish kronor.

§ 5

Number of shares

The number of shares shall amount to no less than twenty-two million, four hundred thousand (22,400,000) and no more than eighty-nine million, six hundred thousand (89,600,000).

§ 6

Board of Directors

The Board of Directors shall consist of no fewer than four and no more than eight Directors with no more than two Deputy Directors. The Directors and Deputy Directors are elected annually at the Annual General Meeting for a term ending at the conclusion of the following Annual General Meeting.

§ 7

Auditors

The Company shall have one (1) or two (2) Auditors with no more than two Deputies, or one (1) registered public accounting firm.

§ 8

Notice convening the General Meeting

Notice convening general meetings shall be given by announcement in Post- och Inrikes Tidningar and on the company’s web site. It shall be announced in Svenska Dagbladet that notice of general meeting has been made.

§ 9

Notification of attendance and right to attend the General Meeting

Shareholders wishing to attend a general meeting must notify the Company no later than on the date indicated in the notice convening the general meeting. This day may not be a Sunday, another public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than five weekdays prior to the general meeting.

A shareholder may be accompanied by one or two assistants when attending a General Meeting, but only if the shareholder’s notification pursuant to the previous paragraph includes information to that effect.

The board of directors has the right to decide that anyone who is not a shareholder in the company shall, under the terms determined by the board of directors, have the right to attend or otherwise follow the negotiations at a general meeting.

Prior to a general meeting, the board of directors may decide that the shareholders shall be able to exercise their voting rights in advance (postal voting) in accordance with the procedure specified in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551).

§ 10

Annual General Meeting

The Annual General Meeting, which shall be held each year within six months of the conclusion of the financial year, shall deal with the following matters:

1. Election of a Chairman at the General Meeting;
2. Preparation and approval of a voting list;
3. Election of one or two persons to check the minutes;
4. Examination whether the Meeting has been properly convened;
5. Approval of the agenda;
6. Presentation of the Annual Report and the Auditors’ Report and, where applicable, of the Consolidated Accounts and the Auditors’ Report on the Group;
7. Resolutions in respect of:

• a) Adoption of the income statement and the balance sheet and, where applicable, of the consolidated income statement and the consolidated balance sheet;
• b) Appropriation of the Company’s profit or loss according to the adopted balance sheet;
• c) The Directors’ and the President’s discharge from liability;

8. Determination of the remuneration payable to the Board of Directors and, where applicable, to the Auditors;
9. Election of Directors and, where applicable, of Deputy Directors;
10. Election, where applicable, of Auditors and Deputy Auditors;
11. Other matters which shall be dealt with at the Meeting according to the Swedish Companies Act (2005:551) or these Articles of Association.

In addition to the place where the board of directors has its registered office, the annual general meeting may also be held in Solna.

§ 11

Financial year

The financial year of the Company shall be the calendar year.

§ 12

Record day provisions

The Company’s shares shall be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (1998:1479).

The shareholder or nominee who on the record date is entered in the share register and noted in a central securities depository register in accordance with Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) or the individual who is recorded in a central securities depository account according to Chapter 4, Section 18, first paragraph 6-8 of the said Act, shall be deemed to be competent to exercise the rights that follow from Chapter 4. Section 39 of the Swedish Companies Act (2005:551).

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The above Articles of Association have been adopted by the Annual General Meeting on May 18 2021.

Related documents

• Articles of association May 18, 2021 English

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Björn Borg applies the Swedish Code of Corporate Governance.

Corporate governance refers to the framework of rules and structure established for governing and managing operations in a limited liability company in an efficient and controlled manner. Ultimately, corporate governance is intended to satisfy the shareholders’ requirements for return on investment and other stakeholders’ needs for information on the company and its development.

Management and control of the Björn Borg Group is distributed between the shareholders at the Annual General Meeting, the Board of Directors and the CEO in accordance with the Swedish Company’s Act and the company’s Articles of Association.