Bulletin from Attendo's Annual General Meeting 2020
Attendo AB (publ) held its Annual General Meeting on 15 April 2020. The meeting resolved in accordance with all proposals by the Board of Directors and Nomination Committee.
Election of Board of Directors and auditor
The Annual General Meeting resolved that the number of Board members shall be six and re-elected the Board members Ulf Lundahl, Catarina Fagerholm, Tobias Lönnevall, Anssi Soila and Alf Göransson. Suvi-Anne Siimes was elected as new Board member. Ulf Lundahl was re-elected as Chairman of the Board of Directors.
The Annual General Meeting resolved that the company shall have a the registered auditing firm as auditor and re-elected PricewaterhouseCoopers AB as the company's auditor for the period until the end of the Annual General Meeting 2021.
Fees to the Board of Directors and Auditor
The Annual General Meeting resolved that a total amount of SEK 3,320,000 shall be paid as fee to the Board of Directors (including basic and committee fees), whereof SEK 1,000,000 to the Chairman of the Board of Directors and SEK 350,000 to each of the other Board Members not employed by the company, as well as SEK 200,000 to the Chairman of the Audit Committee and SEK 85,000 to each of the other members of the Audit Committee (max two) and SEK 100,000 to the Chairman of the Compensation Committee and SEK 50,000 to each of the other members of the Compensation Committee (max two).
The fees to the company's auditor shall be paid upon approval of invoices.
Approval of income statement and balance sheets, allocation of the company's result and discharge from liability
The Annual General Meeting approved the income statement and the balance sheet for the parent company, as well as the consolidated income statement and the consolidated balance sheet for the financial year 2019. It was resolved that no dividend shall be paid for 2019. The meeting also discharged the members of the Board and the CEO from liability for the financial year 2019.
Guidelines for executive remuneration
The Annual General Meeting approved the Board of Directors' proposal regarding guidelines for remuneration to executive management.
Long-term incentive programs
Warrant program 2020
The Annual General Meeting resolved to adopt a new long-term incentive program to executives in the Attendo Group, including to issue not more than 500,000 warrants, for transfer to participants in the program. The warrant program will be directed to not more than seven individuals and entails that senior executives are offered to acquire warrants at market value, calculated in accordance with the Black & Scholes valuation formulae. Each warrant shall entitle the holder to subscribe for one new share in Attendo.
Performance share program 2020
The Annual General Meeting further resolved to adopt a new performance based long-term incentive program to key employees in the Attendo Group. The program entails that the participants will be granted, free of charge, performance-based share awards that entitle to a maximum of 200,000 shares in Attendo, subject to fulfilment of performance conditions. The program will be directed to not more than 50 key employees. The resolution included an authorization for the Board to resolve on acquisition and transfer of the company's own shares to execute the program and to hedge costs attributable to incentive programs as well as transfer of own shares to participants in the company’s long-term incentive programs.
Authorization to issue new shares
The Annual General Meeting resolved to authorize the Board of Directors to resolve to issue of new shares on one or several occasions until the next Annual General Meeting, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. However, such issue of shares must never result in the company’s issued share capital or the number of shares in the company at any time, being increased by more than a total of 10 percent. The purpose of the authorization is to enable the Board to make corporate or product acquisitions or enter into collaboration agreements.
Authorization for the Board of Directors to acquire and transfer the company’s own shares
The Annual General Meeting resolved to authorize the Board of Directors to repurchase, on one or several occasions until the next Annual General Meeting, as many own shares as may be purchased without the company’s holding at any time exceeding 10 percent of the total number of shares in the company. The Annual General Meeting further resolved to authorize the Board of Directors to resolve, on one or several occasions until the next Annual General Meeting, to transfer (sell) own shares.
The purpose of the authorization to repurchase own shares is to promote efficient capital usage in the company and to provide flexibility as regards the company’s possibilities to distribute capital to its shareholders. The purpose of the authorization to transfer own shares is to enable the Board to make corporate acquisitions, enter into collaboration agreements or raise working capital.
Nomination Committee
The Annual General Meeting resolved to approve the updated Nomination Committee instruction proposed by the Nomination Committee, which shall be in force from now on.
The Annual General Meeting further resolved to elect Peter Hofvenstam (representing Nordstjernan), Anssi Soila (representing Pertti Karjalainen), Niklas Antman (representing Incentive) and Marianne Nilsson (representing Swedbank Robur Fonder), with Peter Hofvenstam as Chair, as Nomination Committee until the Annual General Meeting 2021.
Amendments to the Articles of Association
The Annual General Meeting resolved to approve the, mainly editorial, changes to the Articles of Association, as proposed by the Board.
The complete proposals regarding the resolutions by the Annual General Meeting as set out above, as well as a presentation of 2019 by the company’s CEO is available at Attendo’s website, www.attendo.com
Attendo AB (publ)
For further information, please contact:
Andreas Koch, Communications and IR-Director Attendo
Phone: +46 705 09 77 61
E-mail: andreas.koch@attendo.com
Stefan Svanström, Head of Community Communications Attendo
Phone: +46 708 67 38 07
E-mail: stefan.svanstrom@attendo.com
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Attendo - the leading care company in the Nordics
Attendo is the leading private provider of publicly financed care services in the Nordic region. The company was founded in 1985 and was first to provide outsourced care for older people in Sweden. In addition to care for older people, Attendo provides care for people with disabilities and social care for individuals and families. Attendo has approximately 25,000 employees and is locally anchored with more than 700 operations in around 300 municipalities in Sweden, Finland, Norway and Denmark. www.attendo.com