Corporate governance

Legal group structure

The company is a public limited company, formed and registered under Swedish law, with the company name H100 Group AB. The company's form of association and issuance of shares are regulated by the Swedish Companies Act (2005:551). The company's corporate registration number is 556578-5622.

Legislation and articles of association

The Company is a Swedish public limited company regulated by Swedish law, primarily through the Swedish Companies Act (2005:551). The Company's shares are listed on Nordic SME, where the Company follows the "Rules for companies whose shares are listed on Nordic SME". The Swedish Code of Corporate Governance ("the Code") shall be applied by companies whose shares are listed on a regulated market. Since Nordic SME is an emerging market, the Company has no formal obligation to comply with the Code and has therefore chosen to initially refrain from applying the Code.

In addition to legislation, rules and recommendations, the Articles of Association form the basis for the governance of the Company's operations. The Articles of Association specify, among other things, the registered office of the Board of Directors, the scope of operations, limits on share capital and number of shares, and conditions for participation in the Annual General Meeting.

Annual General Meeting

The Annual General Meeting is the highest decision-making body where shareholders exercise their voting rights. At the Annual General Meeting, decisions are made on the annual report, any dividend, election of the Board of Directors and auditor, and remuneration to Board members and auditor. Other issues according to the Companies Act and the Articles of Association are also addressed. The Company has no special arrangements for the function of the Annual General Meeting based on provisions in the Articles of Association or shareholders' agreements that the Company is aware of.

Right to participate in the Annual General Meeting and right of initiative

Shareholders who are registered in the share register maintained by Euroclear no later than six banking days before the Annual General Meeting and who, in accordance with the instructions in the notice, have notified the Company of their intention to attend, are entitled to participate and vote for their shares at the Annual General Meeting. Shareholders may participate in person or by proxy, and up to two assistants may accompany them if notified in accordance with the shareholder notification procedure.
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Shareholders with shares registered in the name of a nominee with a bank or other nominee must, in addition to notifying the Company, request that their shares be temporarily registered in their own name in the Euroclear share register in order to participate in the Annual General Meeting. Shareholders should therefore inform their nominees well in advance of the record date.

Shareholders who wish to have a matter dealt with at the Annual General Meeting must request this in writing from the Board. The request should normally be received no later than one week before the time when notice of the Annual General Meeting may be issued under the Companies Act. Every shareholder who submits a matter with sufficient notice has the right to have his matter dealt with at the Annual General Meeting.

Board of Directors

According to the articles of association adopted at the extraordinary general meeting on March 7, 2025, the board of directors shall consist of a minimum of three (3) and a maximum of six (6) members. The members are elected annually for a term of office that extends until the end of the next annual general meeting, and there is no time limit on how long a member can hold their position.

The work and responsibilities of the board

The Board of Directors is the Company’s second highest decision-making body, and its responsibilities are governed by the Swedish Companies Act (2005:551). According to this Act, the Board of Directors is responsible for the Company’s organization and administration, which means that the Board is tasked with establishing goals and strategies, ensuring that procedures and systems for monitoring goals are in place, continuously evaluating the financial position and performance, and supervising the operational management. The Board of Directors is also responsible for ensuring that annual and interim reports are prepared on time and appointing the Company’s CEO.

In addition to the Swedish Companies Act (2005:551), the work of the board is governed by an annually established work plan. The work plan, which is adopted by the board, regulates the division of work within the board, the decision-making process, meeting procedures and the specific duties of the chairman. The board shall also establish instructions for the CEO and instructions for financial reporting to the board. The work plan shall be evaluated, updated and re-established annually.

If the board forms committees, the rules of procedure shall specify the tasks and decision-making authority delegated to these committees and how the committees shall report to the board. The board shall hold regular meetings according to a schedule established in the rules of procedure, which shall include recurring decision-making matters and other items as necessary.

Board rules of procedure

The board’s rules of procedure shall be reviewed, updated and approved annually. If the board establishes committees, the rules of procedure shall clearly describe the tasks and decision-making authority delegated to each committee, and specify how the committees shall report back to the board. The board shall hold regular meetings according to a schedule established in the rules of procedure, which shall include recurring decision points and additional points as necessary.

CEO and management

The CEO is appointed by the Board of Directors and is responsible for managing the Company's day-to-day administration in accordance with applicable legislation, the Articles of Association and internal working instructions. Day-to-day administration includes all measures that, taking into account the scope and nature of the Company's operations, are not of a particularly unusual nature or of great importance and that are not explicitly under the responsibility of the Board of Directors. The CEO leads the work of the company management and makes decisions in consultation with other members of the management

Revision

As a public company, the Company is required to have at least one auditor to review the Company's and the Group's annual report and accounting records, as well as the management of the Board of Directors and the CEO. The review shall be as thorough and comprehensive as required by good auditing practice.

According to the Swedish Companies Act (2005:551), the Company's auditors are elected by the Annual General Meeting, and the auditor receives his or her assignment from and reports directly to the Annual General Meeting, without influence from the Board of Directors or any senior executives. After each financial year, the auditor shall submit an audit report and, if applicable, a group audit report to the Annual General Meeting.

According to the proposed articles of association, the Company shall have a minimum of one (1) and a maximum of two (2) auditors.

Board of Directors

Jonatan Raknes

Chairman of the Board
Born: 1983
Education: Master's degree in economics from BI Norwegian School of Management.

Experience: Jonatan has experience as an auditor and consultant at PWC, in Corporate Finance at SEB Enskilda, as co-founder and partner at Pangea Property Partners and as investment director at Middelborg Invest AS. In these roles he has focused on listed companies, listings and M&A, primarily in Norway and Sweden. He has board experience as chairman of unlisted companies such as Folksom AS and Arcane Crypto AS and in listed companies such as Arcane Crypto AB and Reato AB (now First Hotels AB).

Previous assignments (last five years): Chairman of the Board of Arcane Crypto AB (now K33 AB (publ)) and Folksom AS. Board member of Reato AB (now First Hotels AB) and Fortigo Properties AS.

Current assignments: Chairman of the Board of REYT Management AS and Modiola AS. Board member of HER AS and Axa Delta AS. Partner in Modiola AS and REYT Management AS.

Holdings in the Company after the Transaction: 12,609,072 shares through Modiola AS.

Sander Andersen

Board member
Born: 1996
Education: Bachelor's degree in Sports Science, University of South-Eastern Norway.

Experience: Sander has a background as an elite swimming athlete and has been a co-founder and board member of Entire Body since 2016. He served as CEO of Entire Body until March 2022 and was active as a coach during the company's first two years. As a coach, he has also been Head Swim Coach for the Poseidon Swimming Team in Porsgrunn, Norway. Since 2023, he has been co-founder and CEO of the Swiss-based company Finpeers, which specializes in tokenization and co-investment opportunities in private markets.
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Previous assignments (last five years): Chairman and CEO of Entire Body AS. Chairman of BYO AS. CEO of Entirebody Coaching AS.

Current assignments: CEO and Chairman of the Board of Growthiogen Invest AS. CEO and Board member of Finpeers SA Switzerland. Chairman of the Board of Entirebody Coaching AS and Blokk Invest AS. Board member of Entire Body AS and 0500 SA. Partner of Growthiogen Invest AS.
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Holdings in the Company after the Transaction: 19,288,871 shares through Growthiogen Invest AS.

Kristian Lundkvist

Board member
Born: 1976
Education: -

Experience: Kristian is the founder of a number of different companies and currently the owner of Middelborg Invest AS. He also has experience as an investor in a large number of companies in different industries and as a board member in a large number of both listed and unlisted companies.
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Previous assignments (last five years): Board member of Inin ASA and Inin Capital Partners AS. Partner in Andfjord AS, Asdalstranda 171 AS, Banus Invest AS, Camp Supply Holding AS, Camp Supply International AS, CMB Invest AS, Endur ASA, Essegent (incl DRIG), Fortigo Properties AS, Healtwave Venture AS, ICP Directors AS, ICP Founders AS, Inin Capital Partners AS, Pioneer Drive AS, Pioneer Investor DX AS, Puru Infra AS, River Tech Plc., SeCloud AS, SEG Group AS, Senscom AS, Serva AS, Sfactor AS, Super Holding AS and Techstep ASA.

Current assignments: Chairman of the Board of Middelborg Invest AS. Board member of Folksom AS, First Hotels AB (publ) and K33 AB (publ). Partner in Alm Investments AB, Alundo Invest AS, K33 AB (publ), Avarius AS, Bonum Prosjekt 44 AS, Bonum Prosjekt 6 AS, Como AS, Dbet AS, Emercor AS, Emercor Properties AS, Folksom AS (group), Gimleborg AS, Middelborg AS, Middelborg Eiendom AS, Middelborg Invest AS, Penny Venture AS, Sea Core AS, SES Shipping AS, Soria Moria Vekst AS, Zono Holding AS and Zono Invest AS.
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Holdings in the Company after the Transaction: 26,280,726 through Middelborg Invest AS.

Joakim Dahl

Board member
Born: 1970
Education: IHM Business School.

Experience: Joakim has experience from a listed environment, both as an Investor Relations specialist and management consultant at Joakim & Dahl AB and as a former CFO and head of Investor Relations at FSport AB and business developer at the investment company Provobis Holding. He has expertise in IPOs, capital raising, M&A and business development for growth companies. He is currently a board member of listed eBlitz Group AB and Sociallite US AB, with previous board assignments in other listed companies.
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Previous assignments (last five years): CFO and Head of IR for FSport AB. Board member of Syncro Group AB, Blick Global Group AB (publ), Jumpgate AB, LL Lucky Games AB (publ) and Three Gates AB. Business developer at Provobis Holding AB.

Current assignments: CEO and board member of Joakim & Dahl AB. Board member of Sociallite US AB (publ). Partner of Joakim & Dahl AB.
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Holdings in the Company after the Transaction: 0

Management

Sander Andersen

CEO since 2025. For more information, see the heading “Board of Directors”.

Patric Sjölund

CFO since 2025.
Born: 1969
Education: Bachelor of Science in Economics from Umeå University.

Experience: Patric has over 30 years of experience in the financial market as an asset manager, stockbroker and investor. Patric is co-founder of the investment company Dividend Sweden AB and has extensive experience in starting and running smaller companies as well as board work.
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Previous assignments (last five years): Board member and CEO of Capensor Capital AB and Capensor AB. CEO of Classic Living CL AB. Board member of PIGGI AB, TradeVenue AB and FairValue FV AB. CFO of Dividend Sweden.

Current assignments: Chairman of the Board of Curira AB. Board member of Pronator Invest AB and Classic Living CL AB. Partner of Pronator Invest AB.
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Holdings in the Company after the Transaction: 264,000 shares through Pronator Invest AB.

Eirik Nielsen

CTO
Born: 1995
Education: Bachelor's degree in Computer Science from Missouri University of Science and Technology.

Experience: Eirik has experience building health technology platforms since 2018 and is the co-founder of Entire Body.
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Previous assignments (last five years): -

Current assignments: Chairman of the Board, CEO and CTO of Entire Body AS. Chairman of the Board of E-Nerd AS and Entirebody OÜ. Partner of E-Nerd AS.
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Holdings in the Company after the Transaction: 13,787,614 shares through E-Nerd AS.

Additional information about the board and senior executives

All board members and members of the management team mentioned above can be contacted via the Company's office at Box 2376, 103 18 Stockholm.

Auditor

Allians Revision & Redovisning AB, with the authorized public accountant Per Lindblom as the auditor in charge. At the Company's Annual General Meeting on 20 September 2024, Allians Revision & Redovisning AB was re-elected as the Company's auditor for the period until the end of the next Annual General Meeting. Allians Revision & Redovisning AB's address is Veddestabron 14, 177 48 Järfälla.

Articles of association

1. Election of chairman at the meeting.
2. Preparation and approval of the electoral roll.
3. Approval of agenda.
4. Selection of one or more adjusters.
5. Examination of whether the meeting has been duly convened.
6. Presentation of the annual report and auditor's report and, where applicable, the consolidated financial statements and the group auditor's report.

7. Decision on:
   

   1. Adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet,
   2. Dispositions regarding profit or loss according to the approved balance sheet.
   3. Discharge from liability for board members and CEO.
8. Determination of the number of board members and auditors and, where applicable, deputy board members and deputy auditors.
9. Determination of fees for the board of directors and auditors.
10. Election of the board of directors and auditors and, where applicable, deputy board members and deputy auditors.
11. Other business that falls to the Annual General Meeting according to the Swedish Companies Act (2005:551) and the articles of association.

General meetings

Current general meeting

The information and documents provided below are available in Swedish only, in accordance with applicable Swedish corporate and regulatory requirements. For further information or assistance in English, please contact the company’s investor relations.