The shareholders of Björn Borg AB (publ) ("Björn Borg") are hereby invited to the annual general meeting on Wednesday, May 17, 2023 at 5:30 p.m. in Gate:1's premises, Frösundaviks allé 1, 169 70 Solna. Registration begins at 4:45 p.m.
This is a non-official translation of the Swedish original version. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
Shareholders who wish to attend the meeting must:
be registered in the share register kept by Euroclear Sweden AB on Tuesday 9 May 2023 ("Record date"),
to the company notify their participation at the general meeting no later than Thursday 11 May 2023, on the company's website (https://corporate.bjornborg.com/en/arsstamma-2023/), by e-mail to email@example.com, by post to Björn Borg AB Frösundaviks allé 1, 169 70 Solna or by phone on 08-506 33 700.
When registering, the name, social security or organization number, address, telephone number and, where applicable, the number of accompanying counsel (maximum two) must be stated.
Powers of attorney etc.
If participating by proxy, the proxy must bring a written, dated and signed by the shareholder power of attorney to the meeting. If the power of attorney was issued by a legal entity, or if shareholders are represented by legal representatives, a copy of the current registration certificate or corresponding authorization document for the legal entity is required. In order to facilitate registration at the meeting, a power of attorney as well as a certificate of registration and other authorization documents should be provided to the company in connection with the notification. A power of attorney form can be downloaded from the company's website (https://corporate.bjornborg.com/en/arsstamma-2023/).
Shareholders who have their shares registered as trustees through a bank or other trustee, for example have their shares in a depository, must – in addition to registering for the annual general meeting – request that the shares be temporarily re-registered in their own name so that the shareholder is registered in the share register kept by Euroclear as of the Record Date Tuesday, May 9, 2023. Such registration may be temporary (so-called voting rights registration) and is requested from the administrator according to the administrator's procedures at such a time in advance as the administrator determines. Voting rights registration that has been requested by shareholders in such a time that the registration has been made by the administrator no later than Thursday 11 May 2023 will be taken into account when preparing the share register as of the Record Day.
- Opening of the meeting
- Election of chairman at the meeting
- Establishment and approval of the voter's register
- Selection of one or two adjusters
- Examination of whether the meeting has been duly convened
- Approval of Agenda
- Presentation of the annual report and the audit report as well as the group account and the group audit report
- The CEO's presentation
- Decision on
a) determination of profit and loss account and balance sheet as well as group profit and loss account and group balance sheet
b) dispositions regarding the company's profit according to the established balance sheet
c) discharge of liability for the board members and the managing director
- Statement of the election committee's work
- Determining the number of board members
- Determining the fees for the chairman of the board and other members
- Election of board members and chairman of the board
- Selection of an auditor and determination of the auditor's fee
- The board's proposal for a decision on the division of shares (share split) and automatic redemption procedure, including
a) division of shares (share split) 2:1,
b) reduction of the share capital by redemption of shares, as well as
c) increase in the share capital through a bonus issue without issuing new shares
- The board's proposal for authorization for the board to make decisions on the new issue of shares, warrants and/or convertibles
- The board's proposal for authorization regarding the acquisition and transfer of own shares
- The board's proposal for a decision on an incentive program through a targeted issue of warrants with subsequent transfers to the participants
- Presentation and approval of remuneration report
- The meeting ended
Item 2 – Election of the chairman of the meeting
The nomination committee has proposed the lawyer Magnus Lindstedt, or in his absence the individual that the nomination committee designates, shall be elected as chairman of the annual general meeting.
Item 9 b – Resolution on disposition of the company's profits in accordance with the approved balance sheet
The board of directors proposes that no dividend shall be paid for the financial year 2022. The total unappropriated earnings at the disposal of the annual general meeting amount to SEK 81 563 722. The board of directors has proposed a share redemption program instead of dividend, whereby the shareholders will receive a total amount of SEK 50 296 768 in accordance with item 15 on the agenda, which will result in SEK 31 266 954 being carried forward.
Item 11-13 – Resolution on the number of directors; resolution on the remuneration to be paid to the chairman of the board of directors and the other directors; and election of directors and chairman of the board
The nomination committee has proposed that the number of directors shall be seven. The nomination committee proposes to re-elect Heiner Olbrich, Alessandra Cama, Anette Klintfält, Fredrik Lövstedt, Mats H Nilsson, Jens Høgsted and Johanna Schottenius. The nomination committee has further proposed that Heiner Olbrich is re-elected as chairman of the board. In addition, the nomination committee has proposed that the fee to the board members be increased by SEK 49,000. The nomination committee proposes that the chairman of the board should receive SEK 433,000 (previously SEK 420,000) and other members SEK 186,000 (previously SEK 180,000) per member. For committee work SEK 20,000 (previously SEK 16,000) is proposed for a member of the remuneration committee, and SEK 40,000 (previously SEK 27,000) for its chairman, and SEK 57,000 (previously 55,000 SEK) for a member of the audit committee, and SEK 83,000 (previously SEK 80,000) to its chairman. The total board fee according to the proposal, including for committee work and assuming the same number of members in the committees, amounts to SEK 1,813,000 (previous year the total amount was SEK 1,733,000).The nomination committee's reasoned statement regarding the proposed board of directors, and information about the proposed directors, can be found on the company's web site.
Item 14 – Election of auditor and resolution on the remuneration to be paid to the auditor
The nomination committee has proposed, in accordance with the recommendation from the audit committee, re-election of the registered public accounting firm BDO AB for the period until the end of the next annual general meeting. BDO AB will, if elected, appoint Johan Pharmanson to be auditor in charge. The nomination committee has further proposed that fair remuneration to the auditors shall be paid on approved accounts.
Item 15 – The proposal by the board of directors regarding share split and automatic share redemption program, including (a) share split 2:1, (b) reduction of the share capital through redemption of shares, and (c) increase of the share capital through a bonus issue without issuance of new shares
The board of directors proposes that the annual general meeting resolves on a so-called automatic share redemption program, encompassing a distribution to the shareholders of a total of SEK 2 per existing share according to items 15(a) – 15(c) below. The resolutions of the annual general meeting according to items 15(a) – 15(c) shall be taken together as one resolution.
(a) Resolution on share split 2:1: The board of directors proposes that the annual general meeting resolves on a share split, whereby one (1) existing share in the company is split into two (2) shares, of which one will be a so-called redemption share. The board proposes that the board be authorized to determine the record date for the split of shares, which at the time of the notice is estimated to be Tuesday, May 30, 2023. Based on such estimated record date for the split of shares, the last day for trading in the Björn Borg share including the right to receive redemption shares to fall on Friday 26 May 2023 and the first day of trading in the Björn Borg share excluding the right to redemption shares to fall on Monday 29 May 2023.
(b) Resolution on reduction of the share capital through redemption of shares: The board proposes that the annual general meeting decide that the share capital should be reduced for repayment to the shareholders by SEK 50,296,768 through the withdrawal of 25,148,384 shares. The shares that are withdrawn must consist of the shares that, after the share split has been carried out as above, are called redemption shares. Payment for each redemption share shall be SEK 2 (of which approximately SEK 1.84 exceeds the share's quota value after the share split as above). The total redemption proceeds therefore amount to SEK 50,296,768. The board further proposes that the board be authorized to determine the record date for the right to receive the redemption proceeds, which at the time of the notice is estimated to be Monday, June 19, 2023. Payment of the redemption proceeds is expected to be executed by Euroclear Sweden AB on Thursday, June 22, 2023. The company's share capital will be completed reduction of the share capital to amount to SEK 3,929,435, distributed over 25,148,384 shares, each with a quota value of SEK 0.15625. In addition to the reduction of the share capital, the company's own restricted capital will not be affected. Statements and reports from the board and the auditor will be provided and presented at the annual general meeting, see under Documents below.
(c) Resolution on increase of the share capital through a bonus issue without issuance of new shares: In order to achieve a time-efficient redemption procedure, without having to obtain permission from the Swedish Companies Registration Office (Sw. Bolagsverket) or a court, the board of directors proposes that the annual general meeting resolves to, through a bonus issue, restore the company's share capital to its original level, SEK 7,858,870 by increasing the company's share capital with SEK 3,929,435 through a transfer from the company's unrestricted equity to the company's share capital. No new shares will be issued in connection with the share capital increase. The quota value of the share will, after the bonus issue, amount to its original level, SEK 0.3125.
The board of directors further proposes that the board of directors, or other person appointed by the board of directors, shall be authorized to make such minor amendments in the resolutions of the annual general meeting in (a)-(c) that may be necessary in order to effect the registration with the Swedish Companies Registration Office.
A special information brochure on the automatic procedure, which contains information on trading in redemption shares, etc., will be provided, see under Documents below.
Item 16 – The proposal by the board of directors to authorize the board of directors to resolve on new issues of shares, warrants and/or convertibles
The board of directors proposes that the annual general meeting authorizes the board of directors, until the next annual general meeting, on one or several occasions, with or without deviation from the shareholders' preferential rights, to resolve on new issues of shares, warrants and/or convertibles. Resolutions that are passed under the authorization may not, in the aggregate, involve an increase of the share capital by more than SEK 390,625 (distributed on not more than 1,250,000 new shares). The authorization shall also include the right to resolve on new issues where the shares are to be paid for with non-cash consideration or through set-off of a claim, or otherwise with terms and conditions pursuant to the Swedish Companies Act (2005:551) Chapter 13 Section 7, Chapter 14 Section 9, or Chapter 15 Section 9.
The reasons for deviating from the shareholders' preferential right may be that possible targeted issues for the implementation of acquisitions of all or parts of other companies or operations, alternatively for the acquisition of capital to be used for such acquisitions. When using the authorization, the assessment made in connection with deviation from the shareholders' preferential right must be reported. The basis for the issue price shall be the share's market value. When using the authorization, the assessment made in this regard must also be reported.
The board of directors further proposes that the board of directors, or other person appointed by the board of directors, shall be authorized to make such minor amendments in the resolution of the annual general meeting that may be necessary in order to effect the registration with the Swedish Companies Registration Office.
Item 17 – The board's proposal for authorization regarding the acquisition and transfer of own shares
The board proposes that the annual general meeting decide that the board is authorized to decide on the acquisition of the company's own shares as follows:
1. Acquisitions may take place during the period until the next annual general meeting, on one or more occasions.
2. Acquisitions may be made of a maximum of so many series B shares that the company's holding of own shares at any time does not exceed 10 percent of all shares in the company.
3. Acquisitions must take place on Nasdaq Stockholm within the price range applicable at any given time.
4. The board must be able to decide that the buyback of own shares must take place within the framework of a buyback program in accordance with Article 5 of the EU's market abuse regulation and the Commission's delegated regulation (EU) 2016/1052 (the so-called safe harbor regulation).
The board further proposes that the annual general meeting authorizes the board to, in the period until the next annual general meeting, transfer own shares held by the company as liquid in connection with the acquisition of a company or business or to finance such an acquisition, whereby sales may also take place on Nasdaq Stockholm. Otherwise, the following conditions shall apply:
1. The authorization may be used during the period until the next annual general meeting, on one or more occasions.
2. Transfer may take place of all own shares in the company of series B that the company holds at the time of the board's decision.
3. The authorization includes the right to decide on a deviation from the shareholders' preferential right.
4. Transfers on Nasdaq Stockholm must take place within the price range applicable at any given time. In the case of transfers outside Nasdaq Stockholm, payment for the shares must be made in cash, with property in kind or by set-off and the price must correspond to an assessed market value at the time of the transfer.
The purpose of the authorizations for the repurchase and transfer of own shares, and the reason for the deviation from the shareholders' pre-emptive right, is to give the company the opportunity to use own shares to finance or pay acquisitions of companies or businesses without delay and in a flexible and cost-effective way. The purpose of the authorization to buy back own shares is also to give the board the opportunity to adjust the company's capital structure in order to thereby create increased value for the shareholder.
Item 18 – The board’s proposal regarding a resolution on an incentive programme by way of a directed issue of warrants with subsequent transfers to the participants
The incentive programme in brief
The board of directors proposes that the general meeting resolves to establish an incentive programme under which the company invites persons in the senior management and some key personnel within the group (a maximum of 16 persons in total) to acquire warrants in the company. If there is space available, the right to acquire warrants may also be granted to future persons in senior management/key personnel. The participants shall also be entitled to, following approval from the company, acquire warrants through a company which is wholly-owned by such participant. In such event, what is said in relation to participants below shall also apply in respect of such wholly-owned companies. The company’s board members shall not be granted any warrants.
The board of directors’ proposal entails that the general meeting resolves on (i) the establishment of an incentive programme, (ii) the issuance of not more than 300,000 warrants, directed to the company itself, and (iii) approving that the company subsequently transfers the warrants to the participants in the incentive programme. Resolutions under item (i)–(iii) shall be passed jointly as one decision at the annual general meeting.
The rationale for the proposed incentive programme is to create conditions for retaining and recruiting competent personnel to the group, increase the motivation amongst the participants, increase their loyalty to the company and align their interests with that of the company’s shareholders as well as promote a personal shareholding and thereby promote shareholder value and the company’s long-term value creation capability. Since the warrants are acquired by the participants at market value and require a positive development of the share price of the company, there are no performance criteria for the exercise of the warrants.
Issue of warrants 2023/2026
The board of directors proposes that the general meeting resolves on an issue of warrants 2023/2026 on the following terms and conditions.
Number of warrants to be issued
The company shall issue a maximum of 300,000 warrants 2023/2026.
The right to subscribe for the warrants shall, with deviation of the shareholders’ pre- emption rights, rest with the company itself.
Reason for deviation from the shareholders’ pre-emption rights
The reason for the deviation from the shareholders’ pre-emption rights is to create, by way of an incentive programme, conditions for retaining and recruiting competent personnel to the group, increase the motivation amongst the participants, increase their loyalty to the company and align their interests with that of the company’s shareholders as well as promote a personal shareholding and thereby promote shareholder value and the company’s long-term value creation capability.
The warrants shall be subscribed for on a separate subscription list not later than on 24 May 2023.
Subscription price and payment
The warrants shall be issued to the company itself free of charge.
Terms and conditions of the warrants
(i) Each warrant shall entitle the holder to subscribe for one new share in the company.
(ii) The subscription price for each new share shall be equal to 130 per cent of the Original Price (as defined below). The “Original Price” is equal to the volume- weighted average price of the company’s share on Nasdaq Stockholm during the period from and including 29 May 2023 up to and including 12 June 2023. The Original Price and the subscription price calculated in accordance with the above shall be rounded to the nearest SEK 0.10, where SEK 0.05 shall be rounded downwards.
(iii) The warrants may be exercised during the period from and including 18 May 2026 (however not earlier than the day after the publication of the company’s quarterly report for the period January–March 2026) up to and including the date that falls 30 calendar days thereafter. The period during which the warrants may be exercised may be extended if participants are prevented from exercising their warrants due to applicable laws on insider trading or any equivalents.
(iv) The new shares shall carry rights to dividends for the first time at the record date for dividends that occurs after subscription has been executed, however, at the earliest as regards dividends or distributions through so-called automatic redemption program that are resolved after the annual general meeting of the year subscription is executed.
(v) The complete terms and conditions of the warrants will be made available on the company’s website (www.bjornborg.com) not later than on 26 April 2023. As set forth in the terms and conditions of the warrants, the subscription price and the number of shares that each warrant entitles to subscription of may be re- calculated in certain cases.
(vi) Holders of the warrants shall have the right to, upon subscription of shares by exercise of the warrants, request that an alternative exercise model is applied in accordance with the complete terms and conditions of the warrants (so called netto strike). The alternative exercise model entails that participants, who wish so, will not have to pay as high of an amount in cash when subscribing for shares using the warrants, but will to a corresponding extent instead receive a reduced number of shares. Upon application of the alternative exercise model, (i) the subscription price for each share shall correspond to the quota value of the share (SEK 0,3125) and (ii) the warrants shall entitle to a re-calculated lower number of shares (subject to any re-calculation in accordance with clause 8 in the complete terms and conditions of the warrants), which means that the alternative exercise model cannot lead to an increased dilution compared with all warrants being exercised for subscription of shares at the original subscription price. Assuming that the subscription price for subscription of shares by exercise of the warrants is determined at SEK 48.40 per share (i.e., corresponding to an Original Price of SEK 37.20, which corresponds to the closing price of the company’s share on Nasdaq Stockholm on 27 March 2023), the alternative exercise model, if fully applied, would entail the following effects upon subscription of new shares by exercise of all 300,000 warrants 2023/2026 if the average price for the company’s shares in conjunction with exercise would correspond to the amounts stated below.
|The average share price in conjunction with
|Total number of new shares(300,000 in accordance with the programme’s conditions)||Total dilution
(1.18% in accordance with the programme’s conditions)
|SEK 50||9 660||0.04%|
|* Pursuant to the complete terms and conditions of the warrants, the average share price in accordance with the netto strike method shall be calculated based on a period of five trading days following the first day of the application period for subscription of new shares by exercise of the warrants.|
Illustrative example based on an assumed subscription price of SEK 48.40 per share
Increase in the share capital
The company’s share capital may, upon exercise of all 300,000 warrants 2023/2026, increase by SEK 93,750, subject to such re-calculation of the number of shares that each warrant entitles to subscription of that may be made in accordance with the complete terms and conditions of the warrants. If the subscription price exceeds the quota value of the shares, the excess amount shall be allotted to the non-restricted statutory reserve (Sw. den fria överkursfonden).
The board of directors shall be authorised to extend the subscription period and to make such minor adjustments in the resolution that may be required in connection with the registration of the warrants with the Swedish Companies Registration Office (Sw. Bolagsverket).
Approval of transfer of warrants to participants in the incentive programme
The board of directors proposes that the general meeting resolves to approve that the company transfers not more than 300,000 warrants 2023/2026 to participants of the incentive programme (or retains and later transfers the warrants to such persons) on the following terms and conditions.
Price and valuation
The warrants shall be transferred against cash payment. The warrants shall be acquired by the participants at market price, which shall be determined in accordance with the Black & Scholes valuation model. In the valuation, a reduction of the value shall also be made to reflect that the warrants will not be traded on a liquid market. The valuation of the warrants shall be made by Elleme AB (“The Valuation Firm”) or another well-reputed investment bank, accounting firm or financial advisor with valuation expertise.
A preliminary market price for the warrants has, in accordance with a valuation based on the market value of the underlying share of SEK 37.20 (corresponding to the closing price of the company’s share on Nasdaq Stockholm on 27 March 2023), been determined to SEK 3.37 per warrant (assuming a subscription price of SEK 46.40 per share). The Valuation Firm has based its preliminary valuation on the assumptions of a risk-free interest rate of 2.63 per cent, a volatility of 35 per cent and total dividends of SEK 6.92 per share during the period until the warrants can be exercised, and a reduction of the value of each warrant to reflect that the warrants will not be traded on a liquid market has been made.
Financing and bonus
In July/August 2023, the company will offer participants a bonus corresponding to double the participant’s total warrant premium (which means that the bonus also includes part of the income tax charged on the bonus), provided that the employee has not left, resigned or the employment within the group has been terminated at that time. See also below under "Costs and effects on key ratios”.
If the participant’s employment within the company ends or has been terminated before May 2026, the company shall, under certain agreed circumstances, be able to reclaim all or parts of the bonus.
If the right to exercise allocated warrants early exists, according to the terms of the warrants, for example in the event of a delisting or transfer of the majority of shares in the company, the participants may be offered the opportunity to receive a bonus even if the time limit as per above has not been met.
The board or a person appointed by the board has the right to offer a bonus for allocated warrants in the event of changed conditions attributable to the participant, for example death, illness or other extenuating circumstances.
The participant is responsible for financing the warrant premium when paying for the purchase of the warrants.
The board of directors of the company shall decide on the allotment of warrants in accordance with the following principles.
(i) The CEO of the company may be allotted up to 100,000 warrants, participants of group 1 (up to seven members of the senior management) may be allotted up to 25,000 warrants each and participants of group 2 (up to eight other key personnel) may be allotted up to 12,500 warrants each. The maximum number of warrants 2023/2026 that may be allotted shall not exceed 300,000 warrants. Members of the company’s board of directors shall not be allotted any warrants.
(ii) Warrants shall be allotted on 19 June 2023 at the latest. However, the last day for allotment pursuant to this item (ii) does not apply to non- acquired warrants pursuant to item (iii), warrants which the board of directors has resolved to retain pursuant to item (iv) or which have been repurchased pursuant to item (v).
(iii) If a person who has been allotted a right to acquire warrants does not wish to acquire his or her full share, the non-acquired part of his or her share shall be included in the number of un-allotted warrants, which may be offered to other existing and newly recruited/promoted persons within the groups specified in item (i) above in connection with the initial offer to the participants or at a later date, taking into account the highest number of warrants that may be allotted to participants within each group pursuant to item (i) above.
(iv) The board of directors may in addition to un-allotted warrants referred to in item (iii), resolve to retain a number of un-allotted warrants for newly recruited/promoted persons within the groups specified in item (i) to be allotted at a later date, including after the date set out in item (ii), taking into account the highest number of warrants that may be allotted to participants within each group pursuant to item (i) above.
(v) In connection with the transfer of warrants to the participants, the company shall reserve the right to repurchase warrants if a participant’s employment with the group is terminated or if a participant wishes to transfer his or her warrants. Such repurchased warrants may be allotted again in accordance with items (i), (iii) and (iv) above. The company intends to enter into agreements with the participants according to which the participant shall pledge their warrants to the company as security for the participant's obligation to let the company buy back warrants upon termination of employment.
Warrants allotted to participants in accordance with items (iii), (iv) and (v) after the date set out in item (ii) may have a term of less than three years. The board of directors justifies this shorter term due to it being in the company’s interest that newly recruited/promoted persons are given a competitive incentive which aligns their interests with that of the company’s shareholders. Without the possibility to align the incentives of newly recruited/promoted persons with other employees, it will be more difficult for the company to recruit and promote key personnel which may inhibit the company’s talent acquisition and retention and by extension diminish shareholder value and the company’s long-term value creation capability.
No other incentive programme
The company does not have any other outstanding incentive programme.
If all 300,000 warrants are exercised for subscription of 300,000 shares, the dilution effect will be approximately 1.18 per cent (based on the total number of shares in the company as of the date of this notice). Apart from the now proposed, the company does not have any other outstanding warrants.
Costs and effects on key ratios
The proposed incentive programme is expected to have a marginal impact on the company’s key ratios.
Since warrants 2023/2026 are to be transferred at market price, the company estimates that no costs for social fees will arise for the company in connection with the transfer of the warrants to the participants. Nor should any social fees be incurred when exercising the warrants.
The bonus as per above under “Financing and bonus”, will amount to SEK 2 million in total, assuming a warrant premium of SEK 3.30 per warrant. The total cost for the company, including social costs, is estimated to amount of approximately SEK 3 million during the duration of the programme, which may be compared to the group’s total personnel costs of approximately SEK 141 million for 2022.
The incentive programme is otherwise estimated to entail only limited costs for the company in the form of fees to external advisers. No measures to secure the incentive programme have been or are planned to be taken.
Preparation of the proposal
The proposed incentive programme has been prepared by the board of directors and the remuneration committee in consultation with advisers and has been addressed at board meetings in April 2023.
Item 19 – Presentation and approval of the remuneration report
The board of directors has prepared a remuneration report and proposes that the annual general meeting approves the report. The remuneration report is included in the documents pertaining to the annual general meeting that are provided prior to the annual general meeting, see under Documents below.
Specific majority requirements
The proposals under items 15 and 17 subject to the resolutions by the annual general meeting being supported by shareholders representing at least 2/3 of the votes cast as well as the number of shares represented at the meeting.
The proposal under item 18 is subject to the resolutions by the annual general meeting being supported by shareholders representing at least nine-tenths of the votes cast as well as the number of shares represented at the meeting.
Number of shares and votes
There are in the aggregate 25,148,384 shares outstanding in Björn Borg carrying one vote each; accordingly there are 25,148,384 votes. The company owns no own shares.
Right to receive information
The board and the managing director must, if a shareholder requests it and the board considers that it can be done without significant damage to the company, provide information about conditions that may affect the assessment of a matter on the agenda, and conditions that may affect the assessment of the company's or subsidiary's financial situation, partly the company's relationship with other group companies.
Shareholders who wish to submit questions in advance can do so to the company at the address above.
Processing of personal data
Björn Borg AB is the controller of the processing of personal data carried out in connection with the annual general meeting. For information on how personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
The accounts, the auditor's report, the board of director’s complete proposals for resolutions under item 12 and related statements and reports, including the auditors’ statement and information brochure pursuant to which the redemption procedure will be described, the board of director’s complete proposals for resolutions under item 18, the auditor's report regarding whether the previous guidelines for remuneration to the executive management have been complied with, the board of directors proposal on remuneration report and other documents for the annual general meeting will be available at the company and at the company's website no later than as from 26 April, 2023, and will also be distributed to shareholders that so request and provide their postal or e-mail address. The above-mentioned documents are also presented at the annual general meeting.
Stockholm, April 2023
Björn Borg AB (publ)
Registration no: 556658-0683
Registered office: Stockholm
The Board of Directors