BTS : Proposal of the Board on authorization regarding acquisitions and transfer of the company´s own shares
April 12, 2024 at 05:58 am EDT
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Proposal of the Board of Directors of BTS Group AB on authorization regarding acquisitions and transfer of the company´s own shares
The board of directors proposes that the annual general meeting authorizes the board of directors to decide on acquisition, and transfer of own shares as follows. Acquisition of shares in the company may only take place on either Nasdaq Stockholm ("the stock exchange") or in accordance with an acquisition offer to all shareholders of the company.
Acquisitions may take place of a maximum of so many shares that repurchased shares together with any newly issued shares according to the authorization proposed in item 13, in the notice to the AGM, in total amount to a maximum of ten percent of the shares outstanding at any time. And further provided that after repurchasing there is still full coverage for the company's restricted equity.
Transfer of shares in the company may take place with a right to transfer with deviation from the shareholders' preferential rights, and that payment may be made with assets other than cash, i.e. non-cash considerations, or with a right of set-off. However, payment through set-off may only occur in connection with acquisitions.
Transfer may be made of the entire number of own shares that the company holds at any time. Transfer may not be made on the stock exchange.
For a valid decision at the AGM, shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting shall assist the resolution.
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BTS GROUP AB (PUBL)
Stockholm, April 2024
The Board of Directors
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BTS Group AB (BTS) is a Sweden-based learning and development consultancy company. BTS uses customized simulation models to support executive management in making change and improving profitability. The Companyâs solutions and services train the corporate organization to analyze and make decisions centered on the factors that promote growth and profitability. It has three practice areas: Strategic Alignment & Business Acumen, Leadership, and Sales Force Transformation. BTS customers include such companies as Accenture, Deloitte, Humana, Schlumberger, Unilever, AT&T, Coca-Cola, Sony, Microsoft, Vodafone, BBVA, Ericsson, Telefonica, National Australia Bank, Telstra, Xerox, BG, GAP, Texas Instruments, HP, Toyota, and others. The Company has subsidiaries in Sweden, Finland, the United States, Australia, South Africa, Mexico, Italy, Spain, Belgium, Switzerland, Singapore and Thailand, among others. It operates through Wizerize A/S, Cesim Italia Srl and Design Innovation Srl, among others.
BTS GROUP AB 
