The shareholders of BTS Group AB (publ), reg. no. 556566-7119, are hereby invited to attend the Extraordinary General Meeting on Friday, November 6 2026 at 10:00 a.m. at Hallvarsson & Halvarsson, Malmskillnadsgatan 29, 9th floor, Stockholm.
Shareholders who wish to participate must be registered in the share register maintained by Euroclear Sweden AB on Thursday, October 29 2026, and must also notify the company of their participation no later than Monday, November 2 2026. The notice to participate is made either in writing to BTS Group AB, Grevgatan 34, SE-114 53 Stockholm, Sweden, or by e-mail to Rodney.Alfven@bts.com.
When registering, the shareholder must state their name, personal or organization identification number, address, telephone number and registered shareholding. Powers of attorney, certificates of registration and other documents of authority must be available at the General Meeting and, to facilitate entry to the meeting, should be submitted to the company no later than Monday, November 2 2026. A power of attorney may not be older than one year, unless a longer period of validity is stated in the power of attorney (however, a maximum of five years). The company provides a power of attorney form on the company’s website (www.bts.com) and will send it free of charge to shareholders who request it and state their postal address.
Shareholders who have chosen to have their shares registered in the name of a nominee must, in order to be entitled to participate in the meeting, temporarily re-register their shares in their own name with Euroclear Sweden AB through the nominee. The preparation of the share register for the General Meeting as of the record date, that is Thursday, October 29 2026, will take into account voting rights registrations made no later than Monday, November 2 2026. This means that shareholders should inform their nominee of this in good time before that date.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to approve the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution on (a) the introduction of Stock Option Program 2026/2031 for senior executives and (b) hedging measures in connection therewith
- Closing of the meeting
PROPOSED RESOLUTIONS
Election of chairman of the meeting (item 2)
The Board proposes that the Chairman of the Board, Henrik Ekelund, or, in the event of his absence, the person appointed by a representative of the Board, be elected chairman of the meeting.
Resolution on (a) the introduction of stock option program 2026/2031 for senior executives and (b) hedging measures in connection therewith (item 7)
(a) Resolution on the introduction of stock option program 2026/2031 for senior executives
Background and purpose
BTS operates in an international market where the ability to retain qualified senior executives is crucial to the company’s development. The Board assesses that competition for the group’s key personnel has intensified as BTS develops its AI services. The competence and continuity of management are of great importance to the company’s ability to execute its strategy, capitalize on growth opportunities and create long-term value for the shareholders.
The CEO and the Deputy CEO already hold certain shares in BTS, but the majority of their remuneration currently consists of fixed and variable compensation. Against this background, the Board proposes a long-term stock option program for the CEO, the Deputy CEO and three additional members of the company’s management. The purpose is to strengthen BTS’s ability to retain these key individuals through competitive total remuneration and to link their remuneration more clearly to the company’s long-term value creation. The program gives the participants the opportunity to increase their shareholding in BTS over time and to share in the value growth that they help to create.
The program’s vesting periods of three and five years, respectively, subject to continued employment, support long-term commitment and continuity in management. The exercise prices, which exceed the average share price during the established measurement period, mean that a positive outcome upon exercise requires an increase in the share price. The Board therefore assesses that the program strengthens the link between the participants’ remuneration and long-term shareholder value.
Terms
The program covers five individuals, and a maximum of 475,000 stock options may be issued. The stock options shall be of two series and have vesting periods of three years (series 2026/2029) and five years (series 2026/2031), respectively, which require continued employment within the group, and only thereafter may the options be exercised, however no later than March 31 2030 and March 31 2032, respectively. Each stock option, regardless of series, entitles the holder to acquire one Class B share in BTS Group AB. The exercise price for each stock option of series 2026/2029 shall correspond to 120 percent of the volume-weighted average price paid for Class B shares in BTS Group AB on NASDAQ Stockholm, and 140 percent for stock options of series 2026/2031, in both cases calculated over a certain measurement period in connection with the time of allocation.
Allocation of stock options free of charge shall take place no later than December 2026, with 200,000 stock options to the CEO, 150,000 stock options to the Deputy CEO, and a total of 125,000 stock options to three members of the company’s management, whereby half of the number of allocated options shall be of each series. If a participant terminates their employment after the end of the vesting period, the participant may only exercise stock options during a period of one month after the last day of employment, however no later than the final day of the stock options. The stock option terms and conditions will contain customary recalculation provisions.
Within the framework of the above terms and guidelines, the Board shall be responsible for the detailed design and administration of the program and, in extraordinary cases, has the right to limit the scope of, or terminate the program prematurely, in whole or in part. The issuance of stock options is conditional upon, firstly, such issuance being lawfully and appropriately possible in the countries concerned and, secondly, it being possible, in the Board’s assessment, to carry out at reasonable (i) administrative costs and (ii) tax effects for BTS Group AB or another employer company within the BTS group.
(b) Resolution on hedging measures for the program
In order to implement the stock option program proposed above effectively and flexibly, and to secure delivery of shares to participants in the program, the Board further proposes that the General Meeting, with deviation from the shareholders’ preferential rights, resolve on the issue of a total of 475,000 warrants, of which 237,500 are of series 2026/2029 and 237,500 are of series 2026/2031. Warrants of both series shall be issued without consideration to the wholly-owned Swedish subsidiary BTS Sverige AB, reg. no. 556566-7127 (the “Subsidiary”). Subscription for the warrants shall take place on a separate subscription list no later than December 30 2026. Each warrant entitles the holder to subscribe for one new Class B share in the company, and the subscription price for each new share shall correspond to the quota value of the share. The warrants of series 2026/2029 may be exercised during the period from and including 1 December 2026 to and including March 31 2030, and the warrants of series 2026/2031 during the period from and including December 1 2026 to and including March 31 2032. The new shares shall carry the right to dividends for the first time on the record date for dividends that occurs after subscription has been effected. The subscription price and the number of shares that each warrant entitles the holder to subscribe for may be subject to recalculation in certain cases. The detailed terms and conditions of the warrants correspond in all material respects to the terms and conditions of the allocated stock options and are set out in the Board’s complete proposal for resolution. The reason for the deviation from the shareholders’ preferential rights is that the proposed issue of warrants forms part of securing the commitments arising from the stock option program proposed under item (a) above. In order to fulfill the commitments arising in connection with the proposed program, the Board finally proposes that the General Meeting approve that the Subsidiary may transfer to a third party, or otherwise dispose of, all of the warrants issued under this item (b). Upon exercise of all warrants, the company’s share capital will increase by SEK 158,333 and result in a dilution of 2.4 percent.
The Board further proposes that the CEO be authorized to make such minor adjustments to the General Meeting’s resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office (Bolagsverket).
The Board’s proposals for resolution under items 7 (a) – (b) above constitute a “package”, as the two proposals are interdependent and closely linked to each other. Accordingly, it is proposed that the General Meeting adopt a single resolution on the above proposals, and that the resolution be passed by a majority of at least nine-tenths of both the votes cast and the shares represented at the meeting.
SHARES AND VOTES
At the time of this notice, the total number of shares in the company was 19,396,819, of which 853,800 were Class A shares and 18,543,019 were Class B shares. The total number of votes in the company amounts to 27,081,019.
DOCUMENTS
The Board’s complete proposals for resolution as set out above, other documentation to be made available under the Swedish Companies Act and the Swedish Corporate Governance Code, and power of attorney forms will be available at the company’s office (Grevgatan 34, Stockholm) and on the company’s website (www.bts.com) from Friday, October 16 2026, and will be sent free of charge to shareholders who request them and state their postal address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see:
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
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Stockholm October 2026
BTS Group AB (publ)
The Board
Attachment
