Nomination Committees’ proposal for the Annual General Meeting in Attendo 2021 (including motivated opinion)

Description of the nomination committee’s work for the Annual General Meeting

The Annual General Meeting 2020 elected the following members of the Nomination Committee: Peter Hofvenstam (nominated by Nordstjernan), Anssi Soila (nominated by Pertti Karjalainen), Niklas Antman (nominated by Inventive) and Marianne Nilsson (nominated by Swedbank Robur Fonder), with Peter Hofvenstam as Chair.

The Nomination Committee has, in accordance with the instructions adopted by the Annual General Meeting 2020 and the Swedish Corporate Governance Code, been appointed to prepare the following proposals for the Annual General Meeting 2021:

• Chair of the Annual General Meeting
• Number of Board Members to be appointed by the General Meeting and auditors
• Election of Chair of the Board of Directors and other members of the Board of Directors to be appointed by the General Meeting
• Board fees, divided between Chair of the Board of Directors and other members of the Board of Directors and special fees for committee work
• Election of audit firm or auditor
• Fees to auditors, and
• Changes, if any, to the instruction for the Nomination Committee.

The Nomination Committee has held five meetings and had a recurring dialogue between meetings.

The Nomination Committee has applied item 4.1 in the Code regarding diversity when preparing this proposal. This implies that the Nomination Committee has strived fora composition of the Board of Directors that is appropriate in regards to Attendo’s operations, stage of development and conditions in general. The Nomination has also taken into account that the composition of the elected members of the Board of Directors should be diverse and provide width in terms of competence, experience and background.

The Nomination Committee further considers that it is important that the Board members have the time and attention required to fulfill the tasks as Board members in Attendo and the Nomination Committee has evaluated any other assignments outside of Attendo and the time such assignments require.

The Nomination Committee has obtained a presentation of the Board work from the Chair of the Boards. The Nomination Committee has interviewed the Board and the overall evaluation of the Board work is that the Board is well functioning.

The Nomination Committee has discussed the size and composition of the Board based on the Company’s situation and development potential. In general, the Nomination Committee considers the competence as good. The Nomination Committee intends to maintain the Board diversity and width.

In relation to the Nomination Committee’s proposal for election of auditors and fees to auditors, the Nomination Committee has been in dialogue with the Chair of the Audit Committee to understand the Audit Committee’s assessment of the quality and effectiveness of the auditor’s work. The Nomination Committee’s proposals for election of auditor and resolution on fees to auditor are in line with the recommendation of the Audit Committee.

The Nomination Committee’s assessment of the proposed composition of the Board of Directors

According to the Nomination Committee’s opinion, the proposed Board consists of a well-balanced group of individuals in terms of competence, experience and width of different qualifications that in total complete each other. The Nomination Committee further considers that the proposed Board of Directors balances the Nomination Committee’s wish to reflect the owner structure in Attendo but also take into account continuity and diversity. The Nomination Committee’s proposal means that 43 percent of the number of Board members appointed by the general meeting are women. The Nomination Committee has assessed that the proposed Board members have enough time to fulfill their tasks as Board members in Attendo.

The Nomination Committee’s assessment of the proposed Board members’ independence

Based on the applicable Swedish rules for independence, the Nomination Committee has assessed the independence of the proposed Board members in relation to Attendo and the management as well as in relation to Attendo’s larger shareholders, respectively:

• The Nomination Committee considers that all of the proposed Board members are independent in relation to Attendo and the company’s management.
• The Nomination Committee considers that all of the proposed Board members, except for Anssi Soila and Tobias Lönnevall, are independent in relation to Attendo’s larger shareholders. Anssi Soila is not independent as he works together with Pertti Karjalainen. Tobias Lönnevall is not independent as he is employed by Attendo’s largest shareholder Nordstjernan.

The Nomination Committee’s assessment of the proposed Board fees

The Nomination Committee considers that it is important that the Board fees (including special fees for committee work) is on a level that enables recruiting and retaining high and international competitive competence to the Board of Attendo. The Nomination Committee have compared the Board fees in Attendo with Board fees among comparable companies on Nasdaq Stockholm. Based on this, the Nomination Committee concludes that, in comparison to other companies of the same size and complexity, the proposed fees for Board and committee work are in line with market practice and deemed reasonable.

The Nomination Committee’s proposals for the Annual General Meeting 2021

The Nomination Committee proposes that the number of Board Members elected at the Annual General Meeting shall be seven ordinary Board members, with no alternate members.

For the period until the end of the next Annual General Meeting, the Nomination Committee proposes re-election of Catarina Fagerholm (Board member since 2016), Alf Göransson (Board member since 2018), Ulf Lundahl (Board member since 2014 and Chair of the Board since 2017), Tobias Lönnevall (Board member since 2016), Suvi-Anne Siimes (Board member since 2020) and Anssi Soila (Board member since 2007). The Nomination Committee proposes that Margareta Danelius is elected as new Board member.  The Nomination Committee proposes that Ulf Lundahl is re-elected as Chair of the Board of Directors.

Margareta Danelius is currently Chief Medical Officer at Capio and has held leading medical positions within the Capio group since 2016. Prior to this, she held leading positions within Ersta hospitals, including as Chief Medical Officer and Head of Operations for the Children and Youth Hospice.

Information on the other proposed Board members are available on Attendo’s website: https://www.attendo.com/en/corporate-governance/board-of-directors/.

Fees to the Chair of the Board and other members of the Board of Directors

The Nomination Committee proposes that Board fees should be paid in an amount of in aggregate SEK 3,100,000, whereof SEK 1,000,000 to the Chair of the Board and SEK 350,000 to the other elected Board members respectively, i.e. unchanged fees per Board member.

The Nomination Committee also proposes that a special fee to members of the Audit Committee shall be paid in an amount of SEK 200,000 to the Chair of the Committee and SEK 85,000 to a maximum of two other members of the Committee, i.e. unchanged fees. 

The Nomination Committee further proposes that a special fee to members of the Compensation Committee shall be paid in an amount of SEK 100,000 to the Chair of the Committee and SEK 50,000 to a maximum of two other members of the Committee, i.e. unchanged fees. 

Election of, and fees to, auditors

The Nomination Committee proposes that the number of auditors shall be a registered audit firm, with no alternate auditor.

The Nomination Committee proposes that PwC, i.e. PricewaterhouseCoopers AB, is re-elected as auditor for the period until the end of the next Annual General Meeting. Subject to the approval by the shareholders of the Nomination Committee's proposal at the Annual General Meeting, PwC, i.e. PricewaterhouseCoopers AB, has informed that authorized public accountant Patrik Adolfson will continue as auditor-in-charge.

The Nomination Committee proposes that fees are paid to the company’s auditors upon approval of their invoices.

The Nomination Committee’s proposals for Chair at the Annual General Meeting 2021

The Nomination Committee proposes that Ulf Lundahl, Chair of the Board (or if he is prevented, the person or persons instead appointed by the Nomination Committee), is elected as Chair of the Annual General Meeting 2021.

Election of members of the Nomination Committee

The Nomination Committee proposes that the Annual General Meeting elects Peter Hofvenstam (nominated by Nordstjernan), Anssi Soila (nominated by Pertti Karjalainen), Niklas Antman (nominated by Incentive) and Marianne Nilsson (nominated by Swedbank Robur Fonder), with Peter Hofvenstam as Chair of the Nomination Committee. The shareholders who have nominated members to the Nomination Committee represent approximately 43 percent of the shares and votes in Attendo.

Instruction for the Nomination Committee

The Nomination Committee has resolved not to propose any amendments to the instruction for the committee adopted at the 2020 Annual General Meeting, which shall be in force from the adoption according to the general meeting’s resolution.

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NOMINATION COMMITTEE

The English text is an unofficial translation of the Swedish original. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

For further information, please contact:
Andreas Koch, Communications and IR-Director
Phone: +46 705 09 77 61
E-mail: andreas.koch@attendo.com

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Attendo - the leading care company in the Nordics
Attendo is the leading private provider of publicly financed care and healthcare 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 care for individuals and families. Attendo has approximately 25 000 employees and is locally anchored with over 700 operations in around 300 municipalities in Sweden, Finland, Norway and Denmark. www.attendo.com