Notice to Attendo AB (publ)'s Annual General Meeting

Attendo AB (publ), reg. no 559026-7885, with registered office in the municipality of Danderyd, gives notice of its Annual General Meeting to be held on 14 April 2021.  

Due to the corona situation, the Annual General Meeting will be carried out through advance voting pursuant to temporary legislation. No meeting with the possibility to attend physically, in person or by proxy, will take place. A presentation of Attendo’s operations in 2020 from Attendo’s CEO, Martin Tivéus, will be available at the company’s website, www.attendo.com.

Preconditions for participation

Shareholders who wish to participate in the meeting must: (i) be recorded in the register of shareholders maintained by Euroclear Sweden AB on 6 April 2021; and (ii) have notified its intention to participate in the meeting no later than on 13 April 2021, by casting its advance vote in accordance with the instructions under the heading Advance voting below so that the advance voting form is received by Computershare Sweden AB no later than that day.

To be entitled to participate in the meeting, shareholders whose shares are registered in the name of a nominee, must, in addition to notifying their intention to participate in the meeting, request that their shares are re-registered in their own names. Such registration (so called voting registration), which may be temporary, must be requested to be effected by the nominee in accordance with the nominees’ practices in such time that the nominee has determined. Voting registrations which are made no later than on the second banking day after 6 April 2021 will be considered in the preparation of the register of shareholders entitled to vote at the meeting.

Advance voting

The shareholders may exercise their voting rights at the meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for advance voting. The form is available on Attendo’s website, www.attendo.com. The advance voting form is considered as the notification of participation in the meeting.

The completed voting form must be received by Computershare Sweden AB no later than on 13 April 2021. The completed form shall be sent to Computershare AB ”Attendo AB:s årsstämma”, P.O. Box 5267, SE-102 46 Stockholm, Sweden. The completed form may alternatively be submitted electronically either through BankID signing as per instructions available on www.attendo.com or via e-mail to info@computershare.com.

If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. 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.

Right for shareholders to receive information

Shareholders are reminded of their right to obtain information from the Board of Directors and CEO in accordance with Chapter 7, section 32 of the Swedish Companies Act. Requests for such information should be submitted in writing to Attendo, by regular mail to Attendo AB "Attendo AB:s årsstämma" Vendevägen 85B, SE-182 17 Danderyd, Sweden, or by e-mail to attendoboard@attendo.com, no later than on 4 April 2021. Information will be held available at Attendo AB, Vendevägen 85B, SE-182 17 Danderyd, Sweden, and www.attendo.com, no later than on 9 April 2021. The information is also sent, within the same period of time, to the shareholder who has requested it and stated its address.

Agenda

1. Election of the Chair of the Annual General Meeting.

2. Election of one or two persons to verify the minutes.

3. Approval of the voting register.

4. Approval of the agenda.

5. Determination of whether the meeting has been duly convened.

6. Presentation of the parent company's annual report and auditor's report, as well as the consolidated financial statements and the auditor's report for the Attendo Group.

7. Resolutions to adopt the parent company's income statement and balance sheet, as well as the consolidated income statement and the consolidated balance sheet for the Attendo Group.

8. Resolution on allocation of the company's result in accordance with the approved balance sheet.

9. Resolution to discharge the Board Members and the CEO from liability.

10. Determination of:

1. The number of Board Members to be appointed by the Annual General Meeting.
2. The number of auditors.

11. Determination of:

1. The fee to be paid to the Board Members.
2. The fee to be paid to the auditor.

12. Election of Chair of the Board of Directors and other Board Members.

13. Election of auditor.

14. Resolution regarding a new long-term incentive program to senior executives in the form of warrants and resolution regarding issue of warrants (Warrant program 2021)

15. Resolution regarding adoption of a new long-term incentive program for key employees based on performance shares (Performance share program 2021)

1. Adoption of a new long-term incentive program based on performance shares.
2. Acquisition and transfer of the company's own shares in order to secure costs related to incentive programs.
3. Transfer of the company's own shares to participants in incentive programs.
4. Entering into share-swap agreement with third party.

16. Presentation of the Board of Directors’ remuneration report for approval.

17. Resolution regarding authorization for the Board of Directors to resolve to issue new shares.

18. Resolution regarding authorization for the Board of Directors to resolve to repurchase and transfer own shares.
19. Election of members of the Nomination Committee.

20. Resolution regarding amendments to the Articles of Association.

Resolutions proposed by the Board of Directors

Item 8 – Resolution on allocation of the company's result in accordance with the approved balance sheet

Dividends must be balanced with regard to the business's goals, scope and risk, including investment opportunities, and the company's financial position. In both financial and operational terms, 2020 was a challenging year for Attendo that was characterised by the pandemic. In addition, an impairment loss on goodwill was taken in the Finnish operations. In the light of these circumstances, the Board of Directors is therefore proposing to the 2021 Annual General Meeting that no dividend should be distributed for the 2020 financial year.

Item 14 - Resolution regarding a new long-term incentive program to senior executives in the form of warrants and resolution to issue warrants (Warrant program 2021)

Resolution to adopt a long-term incentive program to senior executives in the form of warrants

The Board of Directors proposes that the general meeting resolves to adopt a new long-term incentive program to executives in the Attendo Group, by issuing not more than 530,000 warrants in accordance with the terms and conditions set out below (“Warrant program 2021”). All resolutions under this agenda item are conditional upon each other and are thus adopted as one single resolution.

In total, Warrant program 2021 will be directed to not more than six individuals. The program entails that senior executives are offered to acquire warrants at market value, calculated in accordance with the Black & Scholes valuation formulae. The intention is that warrant programs directed to senior executives should be annually recurring.

The rationale for the incentive program

The rationale for Warrant program 2021 is to create opportunities to attract, motivate and retain competent senior executives in the Attendo group, increase the motivation of achieving a strong financial result as well as to align the targets of the participants with those of the company. The incentive program has been established on the basis that it is deemed desirable for senior executives of Attendo to have a long-term personal interest in Attendo’s development. Accordingly, the Board of Directors considers that the implementation of an incentive program as described below will have a positive impact on the continued development of the Attendo group and is thus in favour of both the company and the shareholders in the company.

Terms for the incentive program

The issued warrants shall be subscribed for by Attendo Intressenter AB, reg. no 556703-2650 (the ”Subsidiary”) – a wholly owned subsidiary of Attendo – whereafter this company shall offer the warrants to the participants in the program. The transfer of the warrants shall be made at a price corresponding to the market value of the warrants (the option premium), calculated according to the Black & Scholes valuation formulae. The valuation of the warrants shall be made by an independent appraiser or auditor firm.

The warrants have a vesting period of three years. Each warrant entitles to subscription of one new share in Attendo, during the two week period from the day of publication of the interim report for the period 1 January – 31 March (Q1) 2024 and during the two week period from the day of publication of the interim report for the period 1 January – 30 June (Q2) 2024.

The exercise price shall be determined as 120 per cent of the average volume weighted share price for the company’s share as quoted on Nasdaq Stockholm during the period 5 trading days calculated from 7 May 2021 (the day after the company’s first interim report for 2021). If, at the time of subscription of shares, the closing price, on the trading day immediately preceding the subscription, exceeds 180 percent of the exercise price, the exercise price shall be increased by the above mentioned price to the extent that it exceeds 180 percent of the exercise price. The exercise price shall be rounded to the nearest SEK 0.10, whereby SEK 0.05 shall be rounded upwards.

Each warrant shall entitle the holder to subscribe for one new share in Attendo. Subscription of warrants shall take place from the time the price per warrant is established in accordance with the above, however no later than 30 June 2021. Payment shall be made in cash no later than 30 June 2021. However, the Board of Directors shall have the right to extend the subscription period and the payment period, respectively.

In accordance with customary conditions, the number of shares that each warrant entitles to will be recalculated should the company resolve on a share split, consolidation of shares, share issue, etc. The full terms and conditions for the warrants are set out in Appendix A, which are available at the company’s website, www.attendo.com.

Allocation of warrants

Not more than six senior executives in Attendo shall be entitled to subscribe for warrants, up to an amount corresponding to approximately two monthly salaries for each participant.

Scope and costs for the program, including subsidy by the company and effect on important key ratios and dilution

Attendo shall subsidize the option premium to be paid by the participants for the acquisition of warrants, in order to facilitate and promote a personal long-term interest in Attendo for senior executives, in accordance with the company’s guidelines for remuneration. The subsidy shall correspond to approximately 50 percent of the option premium, post tax (which equals approximately 120 percent of the investment before tax) in the form of an additional cash payment to be paid 24 and 36 months, respectively, after the subscription date (with 50 percent at each of the respective dates). The company’s cost for the subsidy (including social security contributions in relation hereto) is estimated to amount to a maximum of SEK 5 million, in total. The warrants will be transferred at market value and, therefore, no social security contributions will be incurred by the group in Sweden in connection with the transfer. With respect to participants in Finland, the transfer of warrants will result in social security contributions to be paid by the group.

Other than the above, the costs for the program include certain limited costs for administration of the program. The total cost for Attendo for the warrant program is estimated not to exceed SEK 5 million during the term of the incentive program.

According to a preliminary valuation, the market value of the warrants will correspond to approximately SEK 4.14 per warrant (assuming a price of the company’s shares of SEK 50 per share, a strike price of SEK 60.00, a risk free interest of -0.25 percent and a volatility of 30 percent), based on the Black & Scholes valuation formulae. In addition to this, the costs for the program have been estimated on the basis that the program covers not more than six participants and that such participants acquire their maximum allotment as set out above.

The costs are expected to have a limited effect on Attendo’s key ratios. Upon maximum allotment of warrants, not more than 530,000 shares will be allotted to participants under the incentive program, meaning a dilution effect of approximately 0.33 percent of the number of shares and votes in the company (based on the total number of shares in the company at the date of this proposal).

The Board of Directors considers the positive effects expected to result from Warrant program 2021 to outweigh the costs attributable to the program.

Preparation of the proposal

Warrant program 2021 has been designed by the company’s Board of Directors, together with external advisors, based on an evaluation of previous incentive programs and current market practice. The program has been prepared by the Board’s compensation committee and has been reviewed at Board meetings in the beginning of 2021. The proposal is supported by the company’s larger shareholders.

Other incentive programs

For a description of Attendo’s other share-related incentive programs, reference is made to the annual report 2020 and the Board of Directors’ remuneration report for 2020.

Resolution regarding issue of warrants

The Board of Directors proposes that the company shall issue not more than 530,000 warrants for subscription of shares, whereby the company’s share capital may be increased by not more than SEK 2,904.901673, at full subscription corresponding to approximately 0.33 percent of the total share capital and the total number of votes in Attendo (based on the total number of shares in the company at the date of this proposal).

The right to subscribe for warrants for subscription only accrues to the Subsidiary, with the right and obligation to dispose of the warrants as described above. Each warrant entitles the holder to subscribe for one share. The warrants shall be issued to the Subsidiary free of charge.

Item 15 – Resolution regarding adoption of a new long-term incentive program for key employees based on performance shares (Performance share program 2020)

A. Adoption of a new long-term incentive program based on performance shares

The Board of Directors proposes that the general meeting resolves to adopt a new long-term incentive program to key employees in the Attendo Group (“Performance share program 2021”), in accordance with the terms and conditions set out below.

In total, Performance share program 2021 will be directed to not more than 50 key employees and managers in the Attendo Group. Performance share program 2021 is a three-year performance based program. Under the program, the participants will be granted, free of charge, performance-based share awards (“Share Awards”) that entitle to a maximum of 230,000 shares in Attendo (“Performance Shares”), in accordance with the terms stipulated below. The intention is that performance share programs directed to key employees and managers should be annually recurring.

The rationale for the incentive program

The rationale for Performance share program 2021 is to create opportunities to attract, motivate and retain competent employees in the Attendo group as well as to align the targets of the employees with those of the company. The incentive program has been established on the basis that it is deemed desirable for key employees and managers of Attendo to have a personal long-term interest in Attendo’s development. Accordingly, the Board of Directors considers that the implementation of an incentive program as described below will have a positive impact on the continued development of the Attendo Group and is thus in favour of both the company and the shareholders in the company.

Conditions for Share Awards

The following conditions shall apply for the awards.

• The Share Awards shall be granted free of charge to the participants as soon as possible following the publication of the company’s first interim report for 2021 and no later than on 30 June 2021.
• Each Share Award entitles the holder to receive one share in the company, free of charge (except for any appropriate taxes), three years after granting of the Share Award (the vesting period), provided that the holder, with some exceptions, still is employed by the Attendo group.
• A prerequisite for entitlement to receive shares based on Share Awards is that the performance conditions for Performance share program 2021 have been satisfied pursuant to the terms and conditions specified below.
• The number of Share Awards encompassed by Performance share program 2021 is to be re-calculated in the event of a share split, consolidation of shares, share issue, etc., in accordance with customary conditions.
• The Share Awards will be adjusted for extraordinary dividends, but not dividends that are in accordance with Attendo’s dividend policy (as applicable from time to time), payable on the Attendo share.
• The Share Awards are non-transferable and may not be pledged.
• The Share Awards can be granted by the parent company and any other company within the Attendo group.

Performance conditions

The Share Awards will be subject to performance conditions, in addition to the condition that the holder remains an employee in the Attendo Group at the end of the vesting period. The performance conditions are based on adjusted EBITA targets for Attendo’s respective business areas (Scandinavia and Finland, respectively) for the financial year 2023, as determined by the Board of Directors (the “Performance Conditions”). Adjusted EBITA (Earnings Before Interest, Taxes, and Amortization) shall mean the following: Operating profit before amortization of acquisition-related intangible assets, according to the previous reporting standard IAS 17, i.e. excluding the effects of the implementation of IFRS 16.

The allotment of shares that each participant later may receive depends on achievement of the established Performance Conditions, in relation to a range determined by the Board of Directors. The outcome will be measured linearly and should the minimum level of the range not be reached, no Performance Shares will be allotted.

The Board of Directors will present the rate of achievement of the Performance Conditions in the Annual Report for 2023.

Allotment

To ensure that the value of the share-based remuneration does not reach an unintended level in relation to other remuneration, the value of the Share Awards per participant must not, at the time of the grant, exceed a value equal to two months’ salary for key employees and four months’ salary for managers, respectively.

The Board of Directors shall resolve upon the final allocation of the Share Awards as soon as possible after the publication of the company’s first interim report for 2021. Several factors will be considered when deciding upon individual allocations in order to secure recruitment, retention and motivation, including position within Attendo, individual performance and total value of current remuneration package. Individual allocation cannot exceed the above-mentioned limit for allocation.

The share price that is to form the basis for calculating the number of Share Awards is to correspond to the average volume weighted share price for the company’s share as quoted on Nasdaq Stockholm during the period 5 trading days calculated from 7 May 2021 (the day after the company’s first interim report for 2021). The share price is then divided by the individual granting value in order to arrive at the total number of Share Awards granted per participant.

Preparation and administration

The Board of Directors shall be responsible for preparing the detailed terms and conditions of Performance share program 2021, in accordance with the herein established terms and guidelines. In relation hereto, the Board of Directors shall be entitled to make adjustments to meet foreign regulations or market conditions. The Board of Directors may also make other adjustments if significant changes in the Attendo Group, or its operating environment, would result in a situation where the decided terms and conditions for Performance share program 2021 no longer are appropriate. Prior to finally determining allotment of shares based on Share Awards, the Board of Directors shall assess whether the outcome of Performance share program 2021 is reasonable. This assessment will be conducted in relation to the company’s financial results and position, operational performance (including quality and customer satisfaction), market position as well as conditions in the stock market and other circumstances. Should the Board of Directors not consider the outcome reasonable, the number of shares to be allotted will be reduced.

Scope and costs for the program; effects on important key ratios and dilution

Performance share program 2021 will be reported in accordance with "IFRS 2 – Share-based Payment." According to IFRS 2, the allocation of shares shall be reported as a personnel cost during the vesting period and will be reported directly against equity. Personnel costs in accordance with IFRS 2 will not affect the Attendo Group’s cash flow. Social security contributions will be accounted for as cost in the income statement by regular provisions during the vesting period in accordance with "UFR 7 IFRS 2 – Social security contributions for listed companies."

Under the assumption of allocation of maximum number of Share Awards for all participants, at a share price of SEK 50 at the time of allocation, that 50 percent of the maximum number of Performance Shares is allotted, and an annual increase of the share price by approximately 10 percent during the vesting period, the total cost for Performance share program 2021, including social security contributions, is estimated to approximately SEK 8 million before tax. If the Performance Conditions are fully met, the corresponding cost is estimated to approximately SEK 16 million before tax. Furthermore, there are certain additional costs related to the administration of the program. These costs are estimated to be limited.

Under the assumption of the maximum number of Share Awards being allocated and a maximum target fulfilment, Performance share program 2021 includes a total of 230,000 shares which may be allotted to the participants. This corresponds to approximately 0.14 percent of the total number of shares and votes in Attendo at the date of this proposal.

In order to reduce the costs of the program, the Board of Directors proposes that the company shall take hedging measures in the form of repurchases of shares (as needed) and transfer of own shares (item 15 B below). The Board of Directors further proposes that delivery of shares to participants in the company’s incentive programs shall be made in the form of transfer of own shares (item 15 C below), or alternatively, by entering into a share-swap agreement with a third party (item 15 D below).  

The Board considers the positive effects expected to result from Performance share program 2021 to outweigh the costs attributable to the program.

Preparation of the proposal

Performance share program 2021 has been designed by the company’s Board of Directors, together with external advisors, based on an evaluation of previous incentive programs and current market practice. The program has been prepared by the Board’s compensation committee and has been reviewed at Board meetings in the beginning of 2021. The proposal is supported by the company’s larger shareholders.

Other incentive programs

For a description of Attendo’s other share-related incentive programs, reference is made to the annual report 2020 or the Board of Directors’ remuneration report for 2020.

B. Acquisition and transfer of the company's own shares to hedge costs attributable to incentive programs

The Board of Directors proposes that the Board is authorized, during the period until the next Annual General Meeting, to decide on (i) purchases of Attendo’s shares on Nasdaq Stockholm; and on (ii) transfer of Attendo’s shares on Nasdaq Stockholm, or in a manner other than on Nasdaq Stockholm including the right to decide on waiver of the shareholders’ preferential rights. The company may purchase maximum so many shares that the company’s holding of own shares after the purchase amounts to a maximum of one-tenth of all the shares in the Company. Purchases shall be made on Nasdaq Stockholm at a price within the spread registered on the exchange from time to time. The company may transfer a maximum of all own shares held at the time of the Board of Directors’ resolution to transfer shares.

The purpose of the proposal is to provide the Board of Directors the means to execute the company’s incentive programs and secure the costs, including the social security payments, related to incentive programs.

C. Transfer of own shares to participants in incentive programs

The Board of Directors proposes that the meeting resolves that transfer of own shares, in a maximum number of 230,000 (or the higher number that may follow from recalculation because of a split, bonus issue or similar action) shall be possible to participants in the company’s long-term incentive programs. Transfer of own shares to participants in incentive programs shall be made free of charge.

D. Entering into share-swap agreement with third party

The Board of Directors proposes that delivery of shares to participants in the company’s long-term incentive programs shall be possible to execute by entering into share-swap agreements with a third party. The Board of Directors will only use this possibility if the proposal in 15 C above (transfer of own shares) is not approved.

Item 17 – Resolution regarding authorization for the Board of Directors to resolve to issue new sharesThe Board of Directors proposes that the general meeting authorizes 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.

Item 18 – Resolution regarding authorization for the Board of Directors to resolve to repurchase and transfer own shares

The Board of Directors proposes that the general meeting authorizes the Board of Directors to resolve 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 shares shall be purchased on Nasdaq Stockholm and only at a price per share within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price.

The Board of Directors also proposes that the general meeting authorizes the Board of Directors to resolve, on one or several occasions until the next annual general meeting, to transfer (sell) own shares. Transfers may be carried out on Nasdaq Stockholm at a price within the price range applicable, 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 otherwise on special conditions. Upon such transfers, the price shall be established so that it is not below market terms. However, a discount to the stock market price may apply, in line with market practice. Transfers of own shares may be made of up to such number of shares as is held by the company at the time of the Board of Director's resolution regarding the transfer.

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.

Item 20 – Resolution regarding amendments to the Articles of Association

The Board of Directors proposes that the Articles of Association are amended for the purpose of enabling voting at general meetings by mail and collection of proxies by the company, by adding two new sections in accordance with the below:

§ 10 Voting by mail

The Board of Directors has the right before a general meeting to decide that shareholders shall be able to vote by mail before the general meeting.

§ 11 Power of Attorneys

The Board of Directors has the right to collect power of attorneys pursuant to the procedure in Chapter 7 Section 4 Paragraph 2 Companies Act (2005:551).”

Resolutions proposed by the Nomination Committee

Attendo's Nomination Committee, which consists of the Chair of the Nomination Committee Peter Hofvenstam (nominated by Nordstjernan), Anssi Soila (nominated by Pertti Karjalainen), Niklas Antman (nominated by Incentive) and Marianne Nilsson (nominated by Swedbank Robur Fonder), proposes the following:

Item 1 – Chair of the Annual General Meeting

The Nomination Committee proposes that the Chair of the Board of Directors, Ulf Lundahl (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.

Item 10A – Number of Board Members

The Nomination Committee proposes that the number of Board Members elected by the annual general meeting shall be seven ordinary members and that no alternate Board Members shall be appointed.

Item 10B – Number of auditors

The Nomination Committee proposes that a registered audit firm shall be appointed as auditor, without any alternate auditors.

Item 11A – Fees to the Board of Directors

It is proposed that the following fees shall be paid to the Board of Directors:

• Chair of the Board of Directors: unchanged SEK 1,000,000
• Other Board Members not employed by the company: unchanged SEK 350,000

It is proposed that the following fees shall be paid to the members of the committees of the Board of Directors:

• Chair of the Audit Committee: unchanged SEK 200,000
• Other members of the Audit Committee: unchanged SEK 85,000

• Chair of the Compensation Committee: unchanged SEK 100,000
• Other members of the Compensation Committee: unchanged SEK 50,000

Item 11B – Fees to the auditor

It is proposed that fees shall be paid to the company's auditor upon approval of invoices.

Item 12 – Election of Chair of the Board of Directors and other Board Members

The Nomination Committee proposes the following for the period until the end of the next Annual General Meeting: Re-election of Catarina Fagerholm (Board member since 2016), Alf Göransson (Board member since 2018), Ulf Lundahl (Board member since 2014, Chair since 2017), Tobias Lönnevall (Board member since 2016), Suvi-Anne Siimes (Board member since 2020) and Anssi Soila (Board member since 2007). It is proposed 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.

Item 13 – Election of auditor

In accordance with the Audit Committee’s recommendation, it is proposed that 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, PricewaterhouseCoopers AB has informed that authorized public accountant Patrik Adolfson will continue as auditor-in-charge.

Item 19 – Election of members of the Nomination Committee

The Nomination Committee proposes that the general meeting elects the following Nomination Committee: Peter Hofvenstam (nominated by Nordstjernan), Anssi Soila (nominated by Pertti Karjalainen via corporate entity), 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.

Resolutions regarding persons to verify the minutes and voting register

Item 2 – Persons to verify the minutes

Peter Lundkvist, Tredje AP-fonden, and Jan Lehtinen, ELO, or if one or both of them are prevented, the person or persons instead appointed by the Nomination Committee, are proposed to be elected to verify the minutes of the meeting. The task of verifying the minutes of the meeting also includes verifying the voting register and that the advance votes received are correctly stated in the minutes of the meeting.

Item 3 – Voting register

The voting register proposed for approval under item 3 on the agenda is the voting register prepared by Computershare Sweden AB on behalf of the company, based on the register of shareholders for the meeting and advance votes received, as verified by the persons verifying the minutes of the meeting.

Other information

The resolutions proposed by the Board of Directors in items 15 (B), 17, 18 and 20 on the agenda require approval of at least two-thirds (2/3) of the shares represented and votes cast at the shareholders’ meeting. Resolutions pursuant to items 14 and 15 (C) on the agenda require approval of at least nine-tenths (9/10) of the shares represented and votes cast at the shareholders’ meeting.

The CEO, or anyone appointed by the CEO, shall be authorized to make such changes to the resolutions above that may be necessary or appropriate in relation to registration thereof and otherwise take such actions that are required to execute the resolutions.

Shares and voting rights

At the date of this notice, there are 161,386,592 shares in Attendo. All shares are of the same class and one (1) share entitles the holder to one (1) vote at general meetings. At the date of this notice, Attendo holds 473,744 own shares that cannot be represented at the general meeting.

Further information

Information about all of the individuals proposed as members of Attendo AB (publ)'s Board of Directors, information about the proposed auditor, the motivated opinion by the Nomination Committee regarding the proposed Board Members and the Nomination Committee's complete proposals are available at the company's website, www.attendo.com, and will be sent free of charge to shareholders who submit such a request to the company.

Financial statements and auditor statements, auditor’s statement regarding application of the company’s guidelines for remuneration, the Board of Directors’ remuneration report and complete proposals regarding items 14-18 on the agenda as well as other information and documentation ahead of the Annual General Meeting are presented by being available at the company’s offices no later than on 24 March 2021 and will be sent free of charge to shareholders who submit such a request to the company and state their address. The material will also be made available at the company’s website, www.attendo.com.

The register of shareholders for the meeting is available at the company’s office. Proxy forms for shareholders who wish to vote in advance through proxy is available at the company’s website, www.attendo.com, and will be sent free of charge to shareholders who submit such a request to the company.

Personal data collected from the share register maintained by Euroclear Sweden AB will be used to for registration and preparation of the voting list for the Annual General Meeting. For information on how your personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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.

____________________

Danderyd, March 2021

Attendo AB (publ)

The Board of Directors

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