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 at 4:30 pm on Wednesday 26 April 2023 at Restaurant Bra Mat, Vendevägen 89, Danderyd, Sweden. The convention hall opens for registration to the Annual General Meeting at 4:00 pm. Shareholders are also given the opportunity exercise their voting rights by advance voting.

The Annual General Meeting will be held in a smaller format and only light refreshments will be served.

Preconditions for participation

Shareholders who wish to participate in the meeting must be recorded in the register of shareholders maintained by Euroclear Sweden AB relating to the circumstances on 18 April 2023.

In addition, the shareholder must notify its intention to participate in the Annual General Meeting, in the manner set out below:

• A shareholder who wishes to participate in the Annual General Meeting by voting in advance by so-called postal voting must notify its intention to participate by casting his/her advance vote in accordance with the instructions under the heading “Advance voting” below so that the advance vote is received by Computershare no later than Thursday 20 April 2023.
• A shareholder who wishes to participate in the Annual General Meeting at the meeting venue in person or by proxy must notify the company no later than Thursday 20 April 2023 at www.attendo.com or by regular mail to Computershare AB ”Attendo AB Annual General Meeting”, P.O. Box 5267, SE-102 46 Stockholm, Sweden. Please state your name, personal ID or company registration number, address, telephone number and the number of assistants, if any.

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 per 18 April 2023. 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 18 April 2023 will be considered in the preparation of the register of shareholders entitled to vote at the meeting.

Advance voting

A special form shall be used for advance voting. The form is available on Attendo’s website, www.attendo.com. In the case of advance voting only, no separate notification is required for the meeting.

The completed voting form must be received by Computershare no later than on 20 April 2023. The completed form shall be sent to Computershare AB ”Attendo AB Annual General Meeting”, 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 proxy@computershare.se.

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.

If a shareholder both votes in advance and registers to attend the meeting, the advance vote remains valid to the extent that the shareholder does not participate in a vote during the Annual General Meeting or otherwise withdraws the advance vote. If the shareholder chooses to participate in a vote during the Annual General Meeting, the vote cast will replace the previously submitted advance vote on that item of the agenda.

For questions, please contact Computershare on +46 (0) 771-24 64 00.

Proxies, etc.

If a shareholder votes in advance by proxy, a written and dated power of attorney must be attached to the advance voting form. If the shareholder is a legal person, a certificate of registration or equivalent document of authority must be attached to the form.

If a shareholder is represented by proxy at the venue of the meeting, a written and dated power of attorney, and registration certificate or equivalent document of authority for a legal person, shall be sent well in advance of the Annual General Meeting to Computershare, at the above address. Proxy forms are available at www.attendo.com.

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. Shareholders who wish to submit questions in advance may do so by regular mail to Attendo AB “Attendo AB Annual General Meeting” Vendevägen 85B, SE-182 17 Danderyd, Sweden,or by e-mail to attendoboard@attendo.com.

Agenda

1. Opening of the meeting.
2. Election of the Chair of the Annual General Meeting.
3. Approval of the voting register.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes.
6. Determination of whether the meeting has been duly convened.
7. Presentation by the CEO.
8. 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.
9. 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.
10. Resolution on allocation of the company's result in accordance with the approved balance sheet.
11. Resolution to discharge the Board Members and the CEO from liability.
12. Determination of:

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

13. Determination of:

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

14. Election of Chair of the Board of Directors and other Board Members.
15. Election of auditor.
16. Resolution regarding the adoption of a new long-term incentive program for senior executives in the form of warrants and resolution regarding issue of warrants (Warrant program 2023).
17. Resolution regarding adoption of a new long-term incentive program for senior executives and key employees based on performance shares (Performance share program 2023).

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.

18. Presentation of the Board of Directors’ remuneration report for approval.
19. Resolution regarding authorization for the Board of Directors to resolve to issue new shares.
20. Resolution regarding authorization for the Board of Directors to resolve to repurchase and transfer own shares.
21. Election of members of the Nomination Committee.
22. Closing of the meeting.

Resolutions proposed by the Board of Directors

Item 10 – Resolution on allocation of the company's result in accordance with the approved balance sheet  

Dividends shall be carefully considered with regard to the objectives, scope and risks of the business, including investment opportunities and the company’s financial position. Attendo’s dividend policy is to distribute 30 per cent of adjusted earnings per share.

In both financial and operational terms, 2022 was a challenging year for Attendo that was characterized by high inflation, continued instability in the Finnish labour market, high rates of sickness absence for large parts of the year and a high net debt to earnings ratio. In the light of these circumstances, the Board of Directors is therefore proposing to the Annual General Meeting 2023 that no dividend should be distributed for the financial year 2022.

Item 16 - Resolution regarding the adoption of a new long-term incentive program for senior executives in the form of warrants and resolution to issue warrants (Warrant program 2023)

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 650,000 warrants in accordance with the terms and conditions set out below (“Warrant program 2023”). All resolutions under this agenda item are conditional upon each other and are thus adopted as one single resolution.

In total, Warrant program 2023 will be directed to not more than seven 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 2023 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 3.5 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- 30 June (Q2) 2026 and during the two-week period from the day of publication of the interim report for the period 1 January – 30 September (Q3) 2026.

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 five trading days calculated from 5 May 2023 (the first trading day after the publication of the company’s first interim report for 2023). 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. The participants acquire warrants from the time the price per warrant is established in accordance with the above, however no later than 30 June 2023. Payment shall be made in cash no later than 30 June 2023. For the incoming CFO, acquisition of warrants (and thus payment) may be made at a later date, at a market valuation of the warrants at the time of the transfer. 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 seven senior executives in Attendo shall be entitled to acquire warrants, and invest 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 interest in Attendo’s long-term development for senior executives, in accordance with the company’s guidelines for remuneration. The subsidy shall correspond to approximately 50 per cent of the option premium, post-tax (which equals approximately 120 per cent of the investment before tax) in the form of a cash payment to be paid 24 and 36 months, respectively, after the subscription date (with 50 per cent at each of the respective dates). Participants residing in Finland may be granted a higher subsidy if that is needed to achieve a tax position corresponding to the one of participants residing in Sweden. The company’s cost for the subsidy (including social security contributions in relation hereto) is estimated to amount to a maximum of SEK 7 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 7 million during the term of the incentive program.

According to a preliminary valuation, the market value of the warrants will correspond to approximately SEK 3.55 per warrant (assuming a price of the company’s shares of SEK 25 per share, a strike price of SEK 30, a risk free interest of 2.52 per cent and a volatility of 30 per cent), 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 seven 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 650,000 shares will be allotted to participants under the incentive program, meaning a dilution effect of approximately 0.40 per cent 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 2023 to outweigh the costs attributable to the program.

Preparation of the proposal
Warrant program 2023 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 2023. 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 2022 and the Board of Directors’ remuneration report for 2022.

Resolution regarding issue of warrants
The Board of Directors proposes that the company shall issue not more than 650,000 warrants for subscription of shares, whereby the company’s share capital may be increased by not more than SEK 3,562.615259, at full subscription corresponding to approximately 0.40 per cent 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 17 – Resolution regarding adoption of a new long-term incentive program for senior executives and key employees based on performance shares (Performance share program 2023)

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 senior executives and key employees in the Attendo Group (“Performance share program 2023”), in accordance with the terms and conditions set out below.

In total, Performance share program 2023 will be directed to not more than seven senior executives and 50 key employees in the Attendo Group. Performance share program 2023 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 350,000 shares in Attendo (“Performance Shares”), in accordance with the terms stipulated below. The intention is that performance share programs directed to senior executives and key employees should be annually recurring.

The rationale for the incentive program
The rationale for Performance share program 2023 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, both financial and sustainability-related. The incentive program has further been established on the basis that it is deemed desirable for senior executives and key employees of Attendo to have a personal long-term interest in Attendo’s development. 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 Share 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 2023 and no later than on 30 June 2023.
• 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 2023 have been satisfied pursuant to the terms and conditions specified below.
• The number of Share Awards encompassed by Performance share program 2023 will 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 receipt of shares on the basis of the Share Awards will be subject to the fulfilment of financial and sustainability-related performance conditions as set out below (the “Performance Conditions”), in addition to the condition that the holder remains an employee in the Attendo Group at the end of the vesting period.

Financial performance conditions
The financial performance conditions are based on lease adjusted EBITA targets for the financial year 2023 for Attendo’s respective business area (Scandinavia and Finland, respectively), as determined by the Board of Directors.

Lease 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.

Sustainability-related performance conditions
The sustainability-related performance conditions are based on quality (customer satisfaction) targets for Attendo’s respective business area (Scandinavia and Finland, respectively), for 2023/2024, set by the Board of Directors.

Outcome and allocation
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 target outcome in the Annual Report for 2025.

Allotment
Allotment of Share Awards to the participants in the program (individual allotment) shall take place with (and be limited to) a value corresponding to a maximum of three monthly salaries for the CEO and a maximum of two monthly salaries for other participants (ordinary allotment).

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 2023. For the incoming CFO, the allocation may take place at a later date, however no later than 1 September 2023. 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 five trading days calculated from 5 May 2023 (the first trading day after the publication of the company’s first interim report for 2023). 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 2023, 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 2023 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 2023 is reasonable. This assessment will be conducted in relation to the company’s financial results and position, operational performance (with a particular focus on quality), 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 2023 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 25 at the time of allocation, that 50 per cent of the maximum number of Performance Shares is allotted, an annual increase of the share price by approximately 5 per cent as well as an annual employee turnover of 5 per cent during the vesting period, the total cost for Performance share program 2023, including social security contributions, is estimated to approximately SEK 5 million before tax. If the Performance Conditions are fully met and the annual increase of the share price is approximately 10 per cent, the corresponding cost is estimated to approximately SEK 10 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 2023 includes a total of 350,000 shares which may be allotted to the participants, implying a dilution effect of approximately 0.22 per cent of the number of shares and votes in the company (based on the total number of shares 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 17 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 17 C below), or alternatively, by entering into a share-swap agreement with a third party (item 17 D below). 

The Board considers the positive effects expected to result from Performance share program 2023 to outweigh the costs attributable to the program.

Preparation of the proposal
Performance share program 2023 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 2023. 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 2022 or the Board of Directors’ remuneration report for 2022.

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) acquisitions 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 acquire maximum so many shares that the company’s holding of own shares after the acquire amounts to a maximum of one-tenth of all the shares in the company. Acquisitions 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 Annual General Meeting resolves that transfer of own shares, in a maximum number of 350,000 (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 17 C above (transfer of own shares) is not approved.

Item 19 – Resolution regarding authorization for the Board of Directors to resolve to issue new shares

The Board of Directors proposes that the general meeting authorizes 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 per cent. The purpose of the authorization is to enable the Board to make corporate or product acquisitions or enter into collaboration agreements. If the Board resolves on an issue of shares without preferential rights for the shareholders, the issue shall be made on market terms.

Item 20 – 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 acquired without the company’s holding at any time exceeding 10 per cent of the total number of shares in the company. The shares shall be acquired on Nasdaq Stockholm and only at a price per share within the applicable price range, 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 applicable price range, 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.

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) and Niklas Antman (nominated by Incentive), proposes the following:

Item 2 – Chair of the Annual General Meeting

The Nomination Committee proposes that the Chair of the Board, Ulf Mattsson, is elected as Chair of the Annual General Meeting 2023.

Item 12A – Number of Board Members

The Nomination Committee proposes that the number of Board Members elected by the Annual General Meeting shall be eight ordinary members and that no alternate Board Members shall be appointed.

Item 12B – Number of auditors

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

Item 13A – Fees to the Board of Directors

The Nomination Committee proposes that Board fees be paid at a total of SEK 3,450,000 (SEK 3,100,000), as follows:

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: 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 (maximum two): unchanged SEK 85,000

• Chair of the Compensation Committee: unchanged SEK 100,000
• Other members of the Compensation Committee (maximum two): unchanged SEK 50,000

Item 13B – Fees to the auditor

The Nomination Committee proposes that the general meeting resolves that the fees to the auditor, as in previous years, shall be paid upon approval of invoices.

Item 14 – Election of Chair of the Board of Directors and other Board 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), Tobias Lönnevall (Board member since 2016), Ulf Mattsson (Board member since 2022) and Suvi-Anne Siimes (Board member since 2020) as well as new election of Per Josefsson, Nora F. Larssen and Antti Ylikorkala. Margareta Danelius and Anssi Soila have declined re-election.  

The Nomination Committee proposes re-election of Ulf Mattsson as Chair of the Board.

Information about the Board members proposed to be re-elected is available on the Company’s website:
ttps://www.attendo.com/en/corporate-governance/board-of-directors/ and information about the Board members proposed to be elected is set out below.

Per Josefsson
Year of birth: 1959
Main education and work experience: Master of Economy, Stockholm School of Economics.
Founder and partner of Brummer & Partners 1995-2021.
Other essential assignments: Chair of Jofam. Member of Vesper Group, Neudi and IVA.
Shareholding in the company: Control of Jofam which owns 5,700,000 shares and of Jofam 2 which owns 300,000 shares.

Nora F. Larssen
Year of birth: 1965
Main education and work experience:  Master of Economy, MBA.
Investment Director, employed by Nordstjernan since 2008. Responsible for the Health sector and member of the management team of Nordstjernan. Previously product line manager at Electrolux AB and was before that partner at McKinsey & Co, where she worked for 12 years.
Other essential assignments: Chair of Etac AB and Emma S. AB. Member of Oy and Nobia AB.
Shareholding in the company: 0

Antti Ylikorkala
Year of birth: 1974
Main education and work experience: Doctor in Medicine, Helsinki University.
Deputy CEO of Attendo Finland Oy and member of the management team of Attendo AB (2007-2016). Board member of Art Clinic AB (2018-2022) and HALI (2011-2016).
Other essential assignments: Chair of Foxanox AG. Member of Doctari Group GmbH, Solo Health Group Oy, 9-Lives Group Oy and Diktamen Oy. Advisor to Nordic Capital.
Shareholding in the company: 3,650,569 shares.

Item 15 – Election of auditor

The Nomination Committee proposes re-election of the audit firm PwC (Öhrlings PricewaterhouseCoopers AB) for the period until the end of the Annual General Meeting 2024. Provided that the Annual General Meeting approves the Nomination Committee's proposal, PwC has informed the Nomination Committee and the company that the authorized public accountant Erik Bergh will remain as the auditor-in-charge. The proposal is in line with the recommendation of the Audit Committee.

Item 21 – Election of members of the Nomination Committee

The company’s larger shareholders have notified the Nomination Committee of their intention to propose that the Annual General Meeting elects the following Nomination Committee: Peter Hofvenstam (nominated by Nordstjernan), Anssi Soila (nominated by Pertti Karjalainen) and Niklas Antman (nominated by Incentive) as members of the Nomination Committee, with Peter Hofvenstam as Chair of the Nomination Committee. The shareholders proposed to be represented in the Nomination Committee represent approximately 35.4 per cent of the shares and 35.4 per cent of the votes in the company.

Other information

The resolutions proposed by the Board of Directors in items 17 (B), 19 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 16 and 17 (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 453,697 own shares that cannot be represented at the general meeting.

Further information

Information about all of the individuals proposed to be re-elected as members of Attendo AB (publ)'s Board of Directors and the complete proposal and motivated opinion by the Nomination Committee 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 16-17 and 20 on the agenda as well as other information and documentation ahead of the Annual General Meeting are available at the company’s offices no later than on 5 April 2023 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.

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.

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Danderyd, March 2023

Attendo AB (publ)

The Board of Directors

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.com

Attendo - the leading care company in the Nordics  
I For over 35 years, 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 approximately 27,000 employees and is locally anchored with more than 700 facilities in around 300 municipalities in Sweden, Finland and Denmark. Every day Attendo has tens of thousands of encounters with its customers. These encounters manifest Attendo’s shared values of care, commitment and competence.