Bulletin from Attendo's Annual General Meeting 2024
Attendo AB (publ) held its Annual General Meeting on 24 April 2024. 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 seven and re-elected the Board members Ulf Mattsson, Catarina Fagerholm, Tobias Lönnevall, Suvi-Anne Siimes, Nora F. Larssen, Per Josefsson and Antti Ylikorkala. 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 2025.
Fees to the Board of Directors and Auditor
The Annual General Meeting resolved of board fees as follows. Base fee of SEK 3,193,000, whereof SEK 1,030,000 to the Chair of the Board of Directors and SEK 360,500 to each of the other Board Members. Fees for committee work shall be paid according to the following. SEK 206,000 to the Chair of the Audit & Risk Committee and SEK 87,500 to each of the other members of the Audit & Risk Committee and SEK 103,000 to the Chair of the Compensation Committee and SEK 51,500 to each of the other members of the Compensation Committee.
The fees to the company's auditor shall be paid upon approval of invoices.
Approval of income statement and balance sheets, remuneration report 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 2023, as well as the Board’s remuneration report for 2023. The meeting also discharged the members of the Board and the CEO from liability for the financial year 2023.
Dividend
The Annual General Meeting resolved on a dividend to shareholders of SEK 1 per share, with record date on Friday 26 April, 2024. The dividend is expected to be paid on Thursday 2 May, 2024.
Long-term incentive programs
Warrant program 2024
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 425,000 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 2024
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 375,000 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 as well as transfer of own shares to participants in the program.
Repurchase and set-off offer regarding outstanding warrants
At the Annual General Meeting in Attendo held on 14 April 2021, it was resolved to issue warrants as part of a long-term incentive programme for senior executives within the Attendo group ("Warrant Program 2021"). Warrant Program 2021 comprises a total of 445,340 warrants held by a total of six persons at the time of the Annual General Meeting.
The Annual General Meeting resolved that, in connection with the second subscription period (19 July-2 August 2024, i.e. two weeks from the date of publication of the company’s second interim report 2024) for Warrant Program 2021, Attendo shall make an offer to the warrant holders to transfer all of the warrants to Attendo at a price corresponding to the market value of the transferred warrants, and where consideration for the warrants shall be paid in the form of newly issued shares in Attendo.
By participating in the repurchase offer, which is voluntary, the warrant holders’ need to finance payment of the warrants’ exercise price by, for example, selling shares in Attendo is reduced, thereby facilitating the exercise of the warrants. For Attendo, the repurchase offer means that the company will not receive any subscription price for the warrants and that the dilution of the share capital and voting rights in the company for existing shareholders as a result of the exercise of the warrants will be lower than if the warrants are exercised in accordance with the terms for the warrants.
The repurchase transaction will not have any impact on Attendo’s equity, considering that the repurchase offer is conditional upon the Board finding that conditions exist for the claim for consideration that arises for the participants in connection with the acceptance of the repurchase offer to be used as a set-off payment for the shares to be issued. Attendo will thus not pay any cash consideration for the warrants (other than for any excess claims for consideration that could not be used for set-off), with the result that available earnings will not be affected.
Principles for remuneration to Executive Management
The Annual General Meeting resolved to adopt the Board of Directors’ proposal for updated principles for remuneration to Executive Management.
Cancellation of repurchased own shares
The Annual General Meeting resolved to cancel repurchased own shares (reduction of the share capital) and to carry out a bonus issue to restore the share capital. The resolution entails that 1,283,402 own shares will be cancelled.
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 increase the company’s financial flexibility by being able to provide the company with new capital to finance its operations in a time-efficient manner, to finance acquisitions of companies, businesses, or parts thereof.
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 adopt the Nomination Committee’s proposal for updated principles for appointment of the Nomination Committee.
The Annual General Meeting further resolved to elect the following members of the 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.
_______________
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 | For almost 40 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 almost 35,000 employees and is locally anchored with around 800 facilities in 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.