Corporate Governance

Overview.

BIMobject AB (publ) is a public Swedish company based in Malmö, Sweden. We are listed on the Nasdaq First North Growth Market Stockholm (ticker: BIM).

Responsibility for management and control of the operations of BIMobject AB with subsidiaries is divided between the shareholders at the AGM, the Board of Directors, the CEO and the external auditor elected by the AGM. Responsibility is based on the Companies Act, the Articles of Association, First North’s regulations and internal work arrangements and instructions. These are applied and followed up by common reporting procedures and standards.

General Meetings.

The General Meeting of BIMobject AB (publ) is the highest decision-making body through which the shareholders exercise their influence over the company.

The powers and duties of the General Meeting are regulated by the Swedish Companies Act and the Articles of Association.

Annual General Meeting of BIMobject AB (publ) May 15, 2019

Extraordinary General Meeting of BIMobject AB (publ) September 5, 2018

Extraordinary General Meeting of BIMobject AB (publ) 2013-10-29

Nomination Committee

The duties of the Nomination Committee

The Nomination Committee's duties for the Annual General Meeting includes the preparation and drafting of proposals regarding rules for the nomination committee, the election of members of the Board of Directors, the Chairman of the Board of Directors, election of auditor, remuneration to the Board of Directors and auditor and the Chairman of the Annual General Meeting.

Rules for the Nomination Committee

The 2021 Annual General Meeting adopted the following rules for the Nomination Committee.

The Chairman of the Board, based on the ownership conditions in the Company as of September 30, 2021, shall convene a Nomination Committee consisting of one member from each of the four largest shareholders in the Company and the Chairman of the Board. If one of the four largest shareholders chooses to waive their right to appoint a member to the Nomination Committee, the right passes to the shareholder who, after these four shareholders, has the largest shareholding in the company.

If any of the shareholders who appointed a member of the Nomination Committee sells a significant part of their shareholding during the Nomination Committee's term or for any other reason ceases to be a major shareholder with the right to appoint a member of the Nomination Committee, the member appointed by the shareholder shall resign from the Nomination Committee. Such a member shall, if the Nomination Committee deems it appropriate, be replaced by a member appointed by the shareholder who has instead come to belong to the four largest shareholders in the company. If a member no longer represents the shareholder who has appointed him or her, or else leaves the Nomination Committee before its work is completed, the shareholder shall be given the opportunity to appoint a new member of the Nomination Committee.

The Nomination Committee shall fulfil the duties according to the Swedish Corporate Governance Code.

Nomination Committee 2022

 

  • Johan Svanström, representing EQT Ventures
  • Mariannne Nilsson, representing Swedbank Robur
  • Erik Sprinchorn, representing TIN fonder
  • Jan Karlander, representing both Extrico AB and Jan Karlander

Board of Directors

Work of the Board of Directors

The primary tasks of the Board of Directors is to serve the interests of the company and the shareholders, appoint the CEO and ensure that the Company complies with the applicable laws and the Articles of Association.

After the General Meeting, the Board of Directors is the company's highest decision-making body. According to the Swedish Companies Act, the Board is responsible for the company's organization and management of the company's affairs, which means that the Board is responsible, among other things, for setting goals and strategies, ensuring procedures and systems for monitoring of set targets, continuously evaluating BIMobject's results and financial position and evaluating the operational management. Furthermore, the Board is responsible for ensuring that proper information is given to BIMobject’s shareholders.

The chairman of the Board is to be elected by the Annual General Meeting. The role of the chairman is to lead the Board’s work and to ensure that the work is carried out efficiently, and that the Board fulfils its obligations.

The Board follows written rules of procedure which are revised annually and adopted at the Inaugural Board Meeting. The rules of procedure regulate, among other things, the practice of the Board, tasks, decision-making within BIMobject and the Board’s meeting agenda.

Instructions for financial reporting and instructions for the CEO are also adopted in connection with the Inaugural Board Meeting. The Board’s work is carried out based on an annual briefing plan which fulfils the Board's need for information.

The Board meets according to a pre-determined annual schedule and in addition to the Inaugural Board Meeting, at least six ordinary board meetings shall be held between each Annual General Meeting. In addition to these meetings, extra meetings can be arranged for processing matters which cannot be referred to any of the ordinary meetings.

Board composition

The Board of Directors for BIMobject shall according to the Articles of Association comprise a minimum of three and a maximum of eight members elected by the General Meeting. At the 2021 Annual General Meeting it was resolved that the number of members of the Board of Directors were to be six.

Chairman of the Board

Johan Svanström

Education and professional experience
Johan Svanström is a partner at EQT Advisors, based in London. He has global leadership and management experience from several technology related businesses and industries, including start-ups as well as large public companies like Expedia Group, where he served as Global President of Hotels.com from 2013-2018. Johan Svanstrom earned his MSc in Business Administration at the Stockholm School of Economics in Sweden in 1997.

Born
1971.

Holdings in BIMobject
666,666 shares.

Tenure
Board member since 2019. Chairman since 2020.

Other significant assignments
Partner, EQT Advisors. Board member in Wolt Enterprises Oy, Epidemic Sound AB, Revolutionrace (RVRC) AB, and Freepik Company, S.L.

Board member

Magdalena Bonde

Education and professional experience
Magdalena Bonde is the Group CEO of Eniro Group. She has many years of experience in leadership roles such as CEO, COO, CCO, commercially oriented organisations with a background in digital solutions, telecom and consulting, as well as board work in both private and public companies. Magdalena Bonde holds a Master's degree in Strategy and Finance from Heriot-Watt University.

Born
1967.

Holdings in BIMobject
-

Tenure
Board member since 2021.

Other significant assignments
Group CEO, Eniro Group AB.

Board member

Peter Bang

Education and professional experience
Peter Bang is Executive Director & CFO of the VELUX Group, a leading international manufacturer of roof windows and skylights. He began working for VELUX in 1994 and has extensive experience within construction, globalisation, digitalisation and sustainability. Peter Bang holds a M.Sc. of Economics and Finance from Aarhus University.

Born
1969.

Holdings in BIMobject
87,517 shares.

Tenure
Board member since 2020.

Other significant assignments
Executive Director & CFO, VELUX A/S. In addition, member of a number of internal boards of the VELUX group. Board member Solar A/S.

Board member

Sara Börsvik

Education and professional experience
Sara Börsvik is the CFO of Epidemic Sound, a global marketplace for licensed music and sound effects. She has an extensive background in finance, accounting and business control, having previously served as CEO and CFO at Bonnierförlagen AB, CFO at Rebtel and Head of Controlling at Tele2 Sweden. Sara Börsvik has a M.Sc. in Accounting and Finance from Gothenburg University.

Born
1982.

Holdings in BIMobject
5,000 shares.

Tenure
Board member since 2021.

Other significant assignments
CFO, Epidemic Sound. Board member in Rebtel AB.

Board member

Pia Engholm

Education and professional experience
Pia Engholm is a serial entrepreneur and angel investor with solid experience of companies in the startup and scaleup phase. Her main focus is in tech / digitisation and internationalisation. Pia Engholm received her M.Sc at the Stockholm School of Economics in 1997.

Born
1970.

Holdings in BIMobject
-

Tenure
Board member since 2021.

Other significant assignments
Chairman of the Board, DHS Venture Partners AB. Board member, Aprovix AB.

Independence

Board Member

Johan Svanström
Sara Börsvik
Magdalena Bonde
Peter Bang
Pia Engholm

Independent in relation to the Company and its management

Independent in relation to major shareholders

Management.

The CEO is responsible for BIMobject's ongoing administration, which covers all issues that are not reserved to the Board of Directors and which are administered by the company's management team.

The CEO's decision-making rights regarding investments, company acquisitions as well as financing matters is regulated by the CEO instruction adopted by the Board.

Carl Silbersky CEO BIMobject

CEO

Carl Silbersky

Education and professional experience
Graduated from University of Brighton, BA (Hons) Finance and Capital Markets. Carl has previously been CEO at Polar Rose (acquired by Apple), VP Business Development at Tactel (acquired by FSN Capital), CEO of Mionix, Founding Investor in Mapillary and Chairman at Safe Solutions.

Born
1975.

Holdings in BIMobject
1,292,500 shares and 1,200,000 warrants including related holdings.

Tenure
Member of the management team since 2018.

Other significant assignments
Board member at Dendera.

Martin Lindh Chief Finance Officer BIMobject

Chief Financial Officer

Martin Lindh

Education and professional experience
MSc in Technology Management / Industrial Management & Engineering at Lund Institute of Technology / Lund University. Martin has a background within Private Equity and was most recently part of the deal team at Polaris Private Equity in Copenhagen where he served as Associate Director. Martin has also previously worked for McKinsey & Co. in Stockholm.

Born
1980.

Holdings in BIMobject
1,524,000 shares and 250,000 warrants.

Tenure
Member of the management team since 2021.

Other significant assignments
-

Sofia Sundbom Chief People Officer BIMobject

Chief People Officer

Sofia Sundbom

Education and professional experience
M.Sc. Industrial Engineering and Management, Lund University. Previously worked as a Management Consultant at Implement Consulting Group.

Born
1995.

Holdings in BIMobject
1,000 shares and 113,000 warrants.

Tenure
Member of the management team since 2021.

Other significant assignments
-

Christophe Carvenius Chief Product Officer BIMobject

Chief Product Officer

Christophe Carvenius

Education and professional experience
Stockholm School of Economics, Master, Economics, and Lund University, Master, Political Science/Economics. Has worked with data at BIMobject since April 2019. Earlier as Head of Insights at Tactile Entertainment, Data Science Technology manager at King, producer at Moderna Dansteatern, and as Online Manager & Marketer at Uppsala Stadsteater.

Born
1981.

Holdings in BIMobject
11,300 shares and 300,000 warrants.

Tenure
Member of the management team since 2019.

Other significant assignments
-

Cecilia Granath Chief Marketing Officer BIMobject

Interim Chief Marketing Officer

Cecilia Granath

Education and professional experience
Educational background includes BSc degrees in Political Science from Lund university and in Peace and Conflict Studies from Malmö University.
With some 10 years of experience from different marketing roles within the technology industry, Cecilia started working for BIMobject in 2020.
Working experience include Field Marketing Manager and Partner Marketing Manager at Qlik, and Global Solution Marketing Manager at Axis Communications.

Born
1979.

Holdings in BIMobject
120 shares and 145 000 warrants.

Tenure
Member of the management team since 2022.

Other significant assignments
-

David Kullander VP Corporate Development BIMobject

VP Corporate Development

David Kullander

Education and professional experience
M.Sc. Technology Management with Engineering Physics, M.Sc. in Business Administration, Lund University. Has held several management positions within high growth / high tech marketing and product management, including Director of Business Solutions Marketing at Axis Communications, Chief Marketing Officer at Avail Intelligence and VP of Marketing & Product Management at Tactel.

Born
1978.

Holdings in BIMobject
105,000 shares and 250,000 warrants.

Tenure
Member of the management team since 2020.

Other significant assignments
-

Peter Buregard VP Sales EMEA

VP Sales EMEA

Peter Buregard

Education and professional experience
Lund University, Master Business and Economics. Peter has an extensive experience of SAAS sales. During his career he has had commercial leadership roles in fast-growing SAAS companies such as Meltwater, Benify and Notified (acquired by Intrado).

Born
1979.

Holdings in BIMobject
145 000 warrants.

Tenure
Member of the management team since 2022.

Other significant assignments
-

BIMobject Don Brockman General Manager, North America

GM & VP Sales North America

Don Brockman

Education and professional experience
B.S. Business Administration and Political Science, Texas Christian University. Has worked for BIMobject since 2016 and was part of the core team that launched the company’s business in the U.S. Previous experience includes founder and CEO, Summit Construction, co-founder, Visionable. Various enterprise software sales roles for Computer Associates, Apropos Technology (acquired by Enghouse Interactive), Peregrine Systems (acquired by Hewlett Packard).

Born
1969.

Holdings in BIMobject
67,500 warrants.

Tenure
Member of the management team since 2022.

Other significant assignments
-

VP Customer Success

Jakob Wagner

Education and professional experience
BSc Psychology from University of Westminster. Jakob has 15 years experience in SaaS Sales and Customer Success from Meltwater Group.

Born
1980.

Holdings in BIMobject
83,000 warrants.

Tenure
Member of the management team since 2022.

Other significant assignments
-

Auditor.


Auditor:
KPMG AB


Chief Auditor:
Jonas Nihlberg

Address:
KPMG AB
Nordenskiöldsgatan 8
211 19 Malmö

Remuneration Policies.

Remuneration for the Board members was resolved on the 2021 Annual General Meeting and is based on proposals from shareholders. The Annual General Meeting also resolved on the guidelines for remuneration to the senior management team including fixed salary, variable salary, other benefits and pension.‍‍

Remuneration for Board members

‍Total remuneration to Board members elected by the 2021 Annual General Meeting amounts to SEK 1,000,000 in board fees, with SEK 200,000 each to Board members Stefan Larsson, Sara Börsvik, Peter Bang, Magdalena Bonde and Pia Engholm. Chairman of the Board Johan Svanström, and the owner he represents, have waived his board fee. No remuneration is paid for committee work.

The fees cover the period until the next Annual General Meeting.

Guidelines for remuneration of senior management

It is of fundamental importance for the Board that the principles for remuneration and other terms of employment for senior management in the Group motivate in a long-term perspective and make it possible to retain competent employees who work to achieve maximum shareholder and customer value. In order to achieve this, it is important to have fair and balanced conditions that areat the same time competitive in terms of structure, scope and level of compensation. The total conditionality package for the individuals concerned should include a balanced mix of fixed salary, variable remuneration, long-term incentive programs, pension benefits and other benefits, and conditions for termination/severance pay.

Fixed salary

The fixed salary must be individual and based on each individual's responsibility and role as well as the individual's competence and experience in relevant position.

Variable remuneration

The variable cash compensation may amount to a maximum of 50 percent of the total fixed cash salary. Additional variable cash compensation may be paid in exceptional circumstances, provided that such extraordinary arrangements are limited in time and are only made at the individual level, either for the purpose of recruiting or retaining executives or as compensation for extraordinary work in addition to the person's ordinary duties. Such compensation may not exceed an amount corresponding to 50 percent of the fixed annual cash salary and may not be paid more than once a year and per individual.

Long-term incentive programs

Senior executives can be offered incentive programs which are mainly to be share or share price related. An incentive program must be implemented on market terms. Share and share price-related incentive programs must be decided by the Annual General Meeting and are therefore not covered by these guidelines.

Pension benefits

Senior management who are entitled to pension shall have defined contribution pension agreements. The final pension is due to the outcome of subscribed pension insurance.

Other benefits

Other benefits must be of limited value in relation to other compensation and be in line with what is market-based in each geographical market.

Termination and severance pay

For senior management, the period of notice from the company must not exceed 18 months. The period of notice by the employee for senior management must not be less than three months.

Deviation from the guidelines

The Board shall be given the opportunity to deviate from the above proposed guidelines in case there are special reasons for this in individual cases.

Incentive Programs.

LTIP 2022

At the 2022 Annual General Meeting it is proposed to implement a Long-Term Incentive Program 2022 ("LTIP 2022").

LTIP 2022 consists of one series, 2022:1 which will be transferred to employees of the Company during the spring of 2022. The series in turn consists of offers of warrants and employee stock options, with warrants such as method of delivery of shares under the employee stock option agreements.

Series

  • 2022:1A: A maximum of 2,000,000 warrants, implying an increase in the share capital upon full exercise by a maximum of SEK 22,000.
  • 2022:1B: A maximum of 2,000,000 warrants, implying an increase in the share capital upon full exercise by a maximum of SEK 22,000.

Exercise periods

  • 2022:1A: 6 May 2025 until 6 August 2025.
  • 2022:1B: 6 May 2025 until 6 August 2025.

Documentation

LTIP 2021

The 2021 Annual General Meeting adopted the Long-Term Incentive Program 2021 ("LTIP 2021").

LTIP 2021 consists of two series, 2021:1 and 2021:2, which will be transferred to employees of the Company during the spring and autumn of 2021, respectively. Each of the series in turn consists of offers of warrants and employee stock options, with warrants such as method of delivery of shares under the employee stock option agreements.

Series

  • 2021:1A: A maximum of 3,475,000 warrants, implying an increase in the share capital upon full exercise by a maximum of SEK 38,225.
  • 2021:1B: A maximum of 3,475,000 warrants, implying an increase in the share capital upon full exercise by a maximum of SEK 38,225.
  • 2021:2A: A maximum of 250,000 warrants, implying an increase in the share capital upon full exercise by a maximum of SEK 2,750.
  • 2021:2B: A maximum of 250,000 warrants, implying an increase in the share capital upon full exercise by a maximum of SEK 2,750.

Exercise periods

  • 2021:1A: 4 May 2024 until 4 August 2024.
  • 2021:1B: 4 May 2024 until 4 August 2024.
  • 2021:2A: From 1 December 2024 until 28 February 2025.
  • 2021:2B: From 1 December 2024 until 28 February 2025.

Documentation


Warrant program 2020/2025

The Annual General Meeting on 4 June 2020 adopted a directed issue of warrants entitling holders to subscribe for new shares in the Company. There are 3,000,000 warrants in series 2020/2025, with an entitlement to subscribe for 3,000,000 new shares in the Company. The warrants may be allotted to existing and new personnel in the Group. The exercise period for series 2020/2025 warrants is 1 June 2024 to 31 May 2025 (inclusive). On full exercise of the outstanding series 2020/2025 warrants, BIMobject’s share capital will increase by SEK 33,000.

Warrant program 2019/2024

‍The Annual General Meeting on 15 May 2019 adopted a directed issue of warrants entitling holders to subscribe for new shares in the Company. There are 1,500,000 warrants in series 2019/2024, with an entitlement to subscribe for 1,500,000 new shares in the Company. The warrants may be allotted to existing and new personnel in the Group. The exercise period for series 2019/2024 warrants is 1 June 2023 to 31 May 2024 (inclusive). On full exercise of the outstanding series 2019/2024 warrants, BIMobject’s share capital will increase by SEK 16,500.

Articles of Assocation for BIMobject AB (publ).

Approved at the Annual General Meeting 2017-05-31

§ 1 Company
The name of the company is BIMobject AB. The company is a public company (publ).

§ 2 Registered office
‍The Board of Directors shall have its registered office in Malmö.

§ 3 Operations
The company will operate a global portal and offer web services for digital product catalogs, web services and service business in information technology globally in the building sector and therewith compatible business. The company should also be able to manage real property and movables.

§ 4 Share capital
The share capital shall be not less than SEK 962,500 and not more than SEK 3,850,000.

§ 5 Number of shares
The number of shares shall be not less than 43,750,000 shares and not more than 175,000,000 shares.

§ 6 Board of Directors
The Board of Directors shall consist of not less than three and not more than eight members.

§ 7 Auditors
For review of the company's annual report and the administration of the board and the CEO, one or two auditors, with or without deputy auditors, shall be appointed and/or a registered accounting firm.

§ 8 Notice of general meeting
‍Notice of a general meeting shall be announced in the Post- och Inrikes Tidningar and on the company’s website. An announcement with information that the notice has been issued shall be published in Svenska Dagbladet. Should the publication of Svenska Dagbladet cease, advertising should instead be done through Dagens Industri.

§ 9 Notification to general meeting
Right to attend the general meeting have those shareholders who are entered in the register of shareholders as prescribed in Chapter 7, Section 28 third paragraph of the Swedish Companies Act and have notified the company by the date specified in the notice. This day may not be a Sunday, any other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and shall not occur earlier than on the fifth weekday before the general meeting. If shareholders intend to bring in assistants, the number of assistants must be stated in the notification.

§ 10 Annual general meeting
The annual general meeting shall be held annually within six months after the end of the financial year.

The following matters shall be addressed at the annual general meeting:

  1. Election of Chairman of the meeting.
  2. Preparation and approval of voting list.
  3. Approval of the agenda of the meeting.
  4. Election of one or two persons to verify the minutes.
  5. Determination of whether the meeting has been duly convened.
  6. Presentation of the annual report and the auditor's report and, if applicable, the consolidated annual report and the consolidated auditor's report.
  7. Resolution regarding
    1. adoption of the income statement and the balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet;
    2. disposition of the company's profit or loss in accordance with the adopted balance sheet;
    3. discharge of the members of the Board of Directors and the Chief Executive Officer from liability.
  8. Determination of the number of board members, deputy board members and the number of auditors and deputy auditors.
  9. Determination of remuneration to be paid to the Board of Directors and the auditors.
  10. Election of the Board of Directors and, if applicable, deputy board members and auditors or a registered accounting firm and, if applicable, deputy auditors.
  11. Other matters to be dealt with at the meeting pursuant to the Swedish Companies Actor the company's articles of association.

§ 11 Financial year
The financial year of the company shall be calendar year.

§ 12 Record day provision
The shareholder or nominee who is registered on the record date in the share register and in a central securities depository register pursuant to Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) or any person who is registered in acentral securities depository account pursuant to Chapter 4, Section 18 first paragraph 6-8 of the mentioned Act, shall be deemed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Swedish Companies Act (2005:551).

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