Bulletin from Attendo's Annual General Meeting 2023
Attendo AB (publ) held its Annual General Meeting on 26 April 2023 and resolved as follows:
Election of Board of Directors and auditor
The Annual General Meeting resolved that the number of Board members shall be eight and re-elected the Board members Ulf Mattsson, Catarina Fagerholm, Tobias Lönnevall, Alf Göransson and Suvi-Anne Siimes. Nora F. Larssen, Per Josefsson and Antti Ylikorkala were elected as new Board members. Ulf Mattsson was re-elected as Chair of the Board of Directors.
The Annual General Meeting resolved that the company shall have a registered audit firm as auditor and elected PwC as the company's auditor for the period until the end of the Annual General Meeting 2024.
Fees to the Board of Directors and Auditor
The Annual General Meeting resolved that a total amount of SEK 4,020,000 shall be paid as fee to the Board of Directors (total base and committee fees, unchanged since previous year), whereof SEK 1,000,000 to the Chair of the Board of Directors and SEK 350,000 to each of the other Board Members, as well as SEK 200,000 to the Chair 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 Chair 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, remuneration report, 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 and the group for the financial year 2022, as well as the Board’s remuneration report for 2022. It was resolved that no dividend shall be paid for 2022. The meeting also discharged the members of the Board and the CEO from liability for the financial year 2022.
Long-term incentive programs
Warrant program 2023
The Annual General Meeting resolved to adopt a new long-term incentive program to senior executives in the Attendo Group, including to issue not more than 650,000 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 2023
The Annual General Meeting further resolved to adopt a new performance based long-term incentive program to senior executives and 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 350,000 shares in Attendo, subject to fulfilment of financial and sustainability related performance conditions. The program will be directed to directed to not more than seven senior executives and 50 key employees in the Attendo Group. The resolution included an authorization for the Board to resolve on acquisition and transfer of the company's own shares to hedge costs attributable to incentive programs. The meeting did not resolve on transfer of own shares to participants in the program, but instead that delivery of shares to participants in the program shall be executed by entering into share-swap agreements with a third party.
Authorization to issue new shares
The Annual General Meeting resolved to authorize the Board of Directors to resolve to issue 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 elect the following Nomination Committee: Peter Hofvenstam (nominated by Nordstjernan), Anssi Soila (nominated by Pertti Karjalainen)) and Niklas Antman (nominated by Incentive), with Peter Hofvenstam as Chair of the Nomination Committee.
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The complete proposals regarding the resolutions by the Annual General Meeting as set out above are 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
Attendo - the leading care company in the Nordics I For over 35 years, seeing, supporting and strengthening people with care needs has been the starting point of everything Attendo does. In addition to care for older people, Attendo provides care for people with disabilities and social care for individuals and families. Attendo has more than 30,000 employees and is locally anchored with over 700 facilities in around 300 municipalities in Sweden, Finland and Denmark. Every day Attendo has tens of thousands of encounters with its customers. In all these encounters, our employees manifest Attendo’s shared values of care, commitment and competence.