Notice of Annual General Meeting of Ambea AB (publ)

Ambea AB (publ), Reg.No. 556468-4354, with its registered office in Stockholm, gives notice of the Annual General Meeting to be held on Thursday 12 May 2022 at 10.00 a.m. at Ambea’s headquarters at Evenemangsgatan 21, Solna. Registration starts at 09.15 a.m.

 Right to participate in the Annual General Meeting and notice of participation

Participation in the Annual General Meeting at the venue

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must

1. be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on 4 May 2022, and
2. no later than 6 May 2022 give notice by post to Computershare AB, “Ambeas årsstämma”, Box 5267, SE-102 46 Stockholm, via e-mail to proxy@computershare.se, or by telephone +46(0) 771 24 64 00. Shareholders who are natural persons may give notice electronically in accordance with instructions on the company’s website, www.ambea.se/investerare.  When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants).

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.ambea.se. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 11 May 2022.

Participation by advance voting

A shareholder who wishes to participate in the Annual General Meeting by advance voting must

1. be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on 4 May 2022, and
2. notify its intention to participate in the General Meeting no later than 6 May 2022, by casting its advance vote in accordance with the instructions below so that the advance vote is received by Computershare AB no later than on that day.

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Annual General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.

A special form shall be used when advance voting. The advance voting form is available on the company’s website www.ambea.se. A completed and signed form may be submitted by post to Computershare AB, “Ambeas årsstämma”, Box 5267, SE-102 46 Stockholm, Sweden or via e-mail to proxy@computershare.se. Shareholders who are natural persons may submit the form electronically through BankID verification in accordance with instructions on the company’s website, www.ambea.se/investerare. The completed form shall be received by Computershare AB not later than 6 May 2022. The shareholder may not provide special instructions or conditions in the voting form.  If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the advance voting form. Proxy forms are available on the company’s website www.ambea.se. If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the Annual General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the General Meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the General Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda. 

Nominee-registered shares

To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 4 May 2022. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 6 May 2022 will be taken into account when preparing the register of shareholders.

Number of shares and votes

As per the date of this notice there are a total of 94,617,996 shares outstanding in the company that entitle to one vote per share at the General Meeting. The company currently holds 84,715 own shares, corresponding to 84,715 votes, which cannot be represented at the Annual General Meeting.

Proposed agenda

1. Opening of the General Meeting
2. Appointment of chairman of the Annual General Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of person who shall approve the minutes
6. Determination of whether the Annual General Meeting has been duly convened
7. Presentation by the CEO
8. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements
9. Resolution regarding the adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet for the group
10. Resolution regarding allocation of the company’s results
11. Resolution regarding discharge of the members of the board of directors and the CEO from liability
12. Determination of

1.  the number of board members
2. the number of auditors

13. Determination of

1.  the fees to the board of directors
2. the fees to the auditors

14. Election of the members of the board of directors  

The nomination committee’s proposals:

1.  Yrjö Närhinen (re-election)
2. Daniel Björklund (re-election)
3. Gunilla Rudebjer (re-election)
4. Samuel Skott (re-election)
5. Hilde Britt Mellbye (new election)
6. Dan Olsson (new election)

15. Election of the chairman of the board of directors

The nomination committee’s proposal:

1. Yrjö Närhinen (new election)

16. Election of auditors
17. Presentation of the remuneration report for approval
18. Resolution on long-term incentive program to senior executives and key employees in the form of warrants
19. Resolution to authorise the board of directors to resolve to repurchase and transfer own shares
20. Resolution to authorise the board of directors to resolve on share issues
21. Closing of the General Meeting

Proposed resolutions

Item 2 – Appointment of chairman of the Annual General Meeting

The nomination committee proposes that Dain Hård Nevonen, member of the Swedish Bar Association from Advokatfirman Vinge, is appointed as chairman of the Annual General Meeting.

Item 10 – Resolution regarding allocation of the company’s results

The board of directors proposes a dividend to the shareholders of SEK 1.15 per share and that Monday 16 May 2022 shall be the record date for dividend payments. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be paid out through Euroclear Sweden AB on Thursday 19 May 2022.

Item 12a – Determination of the number of board members

The nomination committee proposes that the number of members of the board of directors elected by the Annual General Meeting shall be six (6), with no deputy members.

Item 12b – Determination of the number of auditors

The nomination committee proposes that the number of auditors shall be one, with no deputy auditors.

Item 13a – Determination of the fees to the board of directors 

The nomination committee proposes that the fees to the board of directors shall amount to SEK 3,105,000 (3,030,000) for the time up until the end of the next Annual General Meeting, with SEK 800,000 (775,000) to the chairman of the board of directors and with SEK 335,000 (325,000) to each of the other board members. Furthermore, the nomination committee proposes that SEK 110,000 (110,000) shall be paid to each chairman of the audit committee, remuneration committee and quality and sustainability committee, respectively, and SEK 50,000 (50,000) shall be paid to each of the other committee members.

Item 13b – Determination of the fees to the auditors

The nomination committee proposes that the fees to the auditor shall be paid in accordance with an approved invoice.

Items 14-15 – Election of the members and the chairman of the board of directors

The nomination committee proposes the re-election of Yrjö Närhinen, Daniel Björklund, Gunilla Rudebjer and Samuel Skott, and election of Hilde Britt Mellbye and Dan Olsson, as members of the board of directors for the time up and until the end of the next Annual General Meeting. Yrjö Närhinen is proposed to be elected as chairman of the board of directors. The current members of the board of directors Lena Hofsberger and Liselott Kilaas have declined re-election.

A presentation of the persons proposed by the nomination committee to be elected as board members is set out below and a presentation of the persons proposed to be re-elected as board members is available on the company’s website, www.ambea.se/investerare/.

Hilde Britt Mellbye (b. 1961) has solid experience of the Nordic care sector as well as extensive experience of general management and corporate governance from leading positions in several different industries. Hilde Britt is currently CEO of Frisk Gruppen AS and Falck Helse AS, and President and chair of the board of UNICEF Norway. Hilde Britt was in between 2010-2016 CEO of Norlandia Care Group and in between 2016-2019 CEO of AS Vinmonopolet. In between 2017-2019 she was chair of the board of Plantasjen Group AS as well as long-standing chair of the board of Abilia AB until 2019. Hilde Britt has a degree in Economics and Business Administration from Norwegian School of Economics (NHH). Hilde Britt is independent both in relation to Ambea and the company’s management and in relation to Ambea’s larger shareholders. Neither Hilde Britt nor any closely related person to her owns any shares or other financial instruments in Ambea.

Dan Olsson (b. 1965) has extensive experience of leading executive positions in the European healthcare and care sectors. Dan was in between 2015-2019 CEO of Team Olivia, a privately owned care operator with more than 12,000 employees and operations in Sweden, Norway and Denmark. In between 2011-2015 Dan was CEO of Helsa AB, and prior to this CEO of Unilabs and SVP Capio BA Diagnostics in between 2004-2009. Dan is currently board member of Integrated Diagnostics Holdings. Dan has a degree in economics from Lund University. Dan is independent both in relation to Ambea and the company’s management and in relation to Ambea’s larger shareholders. Dan currently owns 140 shares in Ambea.

Item 16 – Election of auditors

The nomination committee proposes the re-election of Ernst & Young AB as auditor, which is in accordance with the audit committee’s recommendation. Should the nomination committee’s proposal for auditor be adopted, Ernst & Young AB has informed that authorised public accountant Staffan Landén is intended to be appointed auditor in charge.

Item 18 – Resolution on long-term incentive program to senior executives and key employees in the form of warrants

The board of directors proposes that the Annual General Meeting resolves to issue not more than 944,000 warrants to a subsidiary of the company for subsequent transfer within the scope of a long-term incentive program to senior executives and key employees.

The proposed incentive program is a three-year program, primarily in line with the incentive programs adopted in connection with the Extraordinary General Meeting 2017 and Annual General Meetings 2018, 2019 and 2021.

In total, the incentive program comprises a maximum of 40 individuals. The incentive program entails that senior executives and key employees, who have entered into a pre-emption agreement with the company, are offered to acquire warrants at market value, calculated in accordance with the Black-Scholes valuation formulae.

Each warrant entitles the holder to subscribe for one new share in Ambea. The warrants have an exercise price per share corresponding to 115 percent of the average volume weighted price of the company’s share during the period of five trading days falling immediately before the offer for subscription of the warrants (the “Offer day”), however as a minimum of the quota value of the share. If, at the time of subscription of shares, the closing price, on the trading day immediately preceding the subscription, exceeds 200 percent of the exercise price during the period of five trading days falling immediately before the Offer day, the exercise price shall be increased by the above-mentioned price to the extent that it exceeds 200 percent of the exercise price.

Each warrant entitles to subscription of one new share in Ambea during two periods, both during two weeks from the day of publication of the interim report for the period 1 January – 31 March 2025 as well as during two weeks from the day of publication of the interim report for the period 1 January – 31 September 2025. However, subscription may not take place later than on 30 November 2025.

The price per warrant upon transfer to the participants shall be established by the company, or by an independent appraiser or auditor firm, as soon as possible after the exercise price has been established, and shall correspond to the market value of the warrant calculated in accordance with the Black-Scholes valuation formulae.

The complete terms and conditions for the warrants have been resolved by the board of directors and are available to the shareholders in accordance with the below.

The company has, in connection with the transfer of the warrants to the participants in the program, and with certain exceptions, reserved a pre-emption right regarding the warrants if the participant’s employment or engagement within the group is terminated or if the participant wishes to transfer its warrants prior to the exercise period.

Allocation of warrants

Not more than 40 senior executives and key employees in the Ambea group shall, provided that they have entered into pre-emption agreements with Ambea, be entitled to acquire warrants up to the maximum number of warrants as set out below.

Each participant may subscribe for its guaranteed number of warrants in accordance with the allocation as set out above. Each participant may apply for over-allotment corresponding to 170 percent of the participant’s guaranteed number of warrants, which constitutes each participant’s maximum number of warrants to be subscribed. Over-allotment of warrants is first made to the CEO and is then distributed pro rata based on subscription between the other participants.

Costs for the program, effect on important key ratios and dilution

The total cost for the incentive program is estimated not to exceed SEK one million during the term of the program. The warrants will be transferred at market value and, therefore, no social security contributions will be incurred by the group in connection with the warrant issue.

According to a preliminary valuation, the market value of the warrants corresponds to approximately SEK 3.98 per warrant (assuming a price of the company's shares of approximately SEK 49.84 per share, an exercise price of approximately SEK 57.31 per share, a risk-free interest rate of approximately 0.29 percent and a volatility of 25 percent), calculated according to the Black-Scholes valuation formulae. In addition to what is stated above, the cost for the program has been calculated on the basis that the program comprises a maximum of 40 participants and that these participants acquire the maximum allowable allocation as stated above.

The cost for the incentive program is expected to have a marginal impact on Ambea's key ratios. Based on the number of shares in Ambea as of the date of the notice convening the Annual General Meeting, the maximum dilution as a result of the warrant program may amount to approximately 0.99 percent, subject to any recalculation according to the warrant terms.

The rationale for the incentive program

The rationale for the incentive program is to create opportunities to motivate and retain competent employees in the Ambea group as well as to align the targets of the participants with those of the company. The incentive program has been established as it is deemed desirable for senior executives and key employees within the Ambea group to be shareholders of the company. The board of directors considers that the implementation of the incentive program as described above is in the favour of the group and the shareholders in the company.

Preparation of the proposal

In accordance with guidelines provided by the board of directors, the incentive program has been prepared by the board of directors and its remuneration committee together with advisors, and has been reviewed at meetings of the board of directors in the beginning of 2022.

Other incentive programs

For a description of Ambea’s other equity-related incentive programs, reference is made to the annual report for 2021 and the board’s remuneration report for 2021.

Item 19 – Resolution to authorise the board of directors to resolve to repurchase and transfer own shares

The board of directors proposes that the Annual General Meeting authorises the board of directors to, up until the next Annual General Meeting, on one or several occasions, resolve to purchase own shares so that the company’s holding, at any given time, does not exceed 10 percent of the total number of shares in the company, including such shares that the company has acquired to be delivered to participants in the company’s incentive program. The shares shall be purchased on Nasdaq Stockholm and may only be acquired to a price per share within the applicable share price range, i.e. the range between the highest purchase price and the lowest selling price.

The board of directors also proposes that the Meeting authorises the board of directors, to, up until the next Annual General Meeting, on one or several occasions, resolve to transfer (sell) own shares. Transfers may be carried out on Nasdaq Stockholm at a price within the applicable price range, i.e. the range between the highest purchase price and the lowest selling price. Transfers may also be made in other ways, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or on other conditions. Upon such transfers outside Nasdaq Stockholm, the price shall be established so that it is not below market terms. However, a standard discount to the stock market price may be applied, in line with market practice. Transfers of own shares may be made in a number which does not exceed such number of shares that is held by the company at the time of the board of directors’ resolution regarding the transfer.

The purpose of the authorisations above is to give the board of directors an increased flexibility with regard to the company’s capital structure as well as to enable acquisitions of companies and business operations where payment is made with own shares.

The CEO shall be authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

Item 20 – Resolution to authorise the board of directors to resolve on share issues

The board of directors proposes that the Annual General Meeting authorises the board of directors to, up until the next Annual General Meeting, on one or several occasions, resolve to increase the company’s share capital by way of share issue to such an extent that it corresponds to a dilution which corresponds to maximum 10 percent, based on the number of shares that are  outstanding at the time of the Annual General Meeting’s resolution on the authorisation, after full exercise of the hereby proposed authorisation.

New share issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The purpose of the authorisation is to enable acquisitions of companies, businesses or parts thereof. Should the board of directors resolve on a share issue with deviation from the shareholders' preferential rights, the reason for such deviation must be to provide the company with new owners in connection with an acquisition, or, as an alternative, to procure capital for such acquisition. Upon such deviation from the shareholders’ preferential rights, the share issue shall be made to market terms and conditions.

The CEO shall be authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

_______________

Special majority requirements

A resolution in accordance with item 18 above requires approval of at least nine tenths (9/10) of both the votes cast and the shares represented at the General Meeting. Resolution in accordance with items 19 and 20 above requires approval of at least two thirds (2/3) of both the votes cast and the shares represented at the General Meeting.

Shareholders’ right to request information

The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

Documentation

The annual report and the auditor’s report for the financial year 2021, the board of directors’ remuneration report, and other underlying documentation for resolutions, are held available to the shareholders for inspection at the company’s office, Evenemangsgatan 21, SE-171 29 Solna, Sweden, and on the company’s website, www.ambea.se/investerare/, no later than three weeks before the Annual General Meeting. Moreover, the nomination committee’s motivated statement will be available on the company’s above address, as well as on the company’s webpage, no later than four weeks before the Annual General Meeting. Copies of the documents will be sent to shareholders who so request and state their postal address.

Processing of personal data

More information regarding the processing of your personal data is available in Euroclear’s privacy notice that is available at Euroclear’s webpage, https://www.euroclear.com/dam/ESw/Legal/Privacynotice-bolagsstammor-engelska.pdf.

This is an in-official translation of the Swedish original wording. In case of differences between the

English translation and the Swedish original, the Swedish text shall prevail.

Stockholm, April 2022

Ambea AB (publ)

The board of directors 

For more information, contact:

Benno Eliasson, CFO
E-mail: ir@ambea.se

Ambea press contact
Telephone: +46 (0)10 33 00 501
E-mail: press@ambea.se

Ambea is the market leading care provider in Sweden, Norway and Denmark respectively, with over 900 care units and around 26,000 employees. We offer services in disabled care, individual and family care, and elderly care with a focus on residential care and own management. We aim to be the quality leader in all that we do and our vision is to make the world a better place, one person at a time. The company was founded in 1996 and its head office is located in Solna, Sweden. Ambea is listed on Nasdaq Stockholm.