NOTICE TO ATTENDO AB (PUBL)'S ANNUAL GENERAL MEETING

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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 24 April 2024 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 16 April 2024.

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 18 April 2024.
  • 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 18 April 2024 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 16 April 2024. 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 16 April 2024 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 18 April 2024. 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.
  1. Determination of:
  1. The fee to be paid to the Board Members.
  2. The fee to be paid to the auditor.
  1. Election of Chair of the Board of Directors and other Board Members.
  2. Election of auditor.
  3. Resolution regarding principles for the appointment of the Nomination Committee.
  4. 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 2024).
  5. Resolution regarding adoption of a new long-term incentive program for senior executives and key employees based on performance shares (Performance share program 2024).
  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.
  1. Presentation of the Board of Directors’ remuneration report for approval.
  2. Resolution regarding principles for remuneration to Executive Management.
  3. Resolution regarding:
  1. Reduction of the share capital with cancellation of repurchased own shares.
  2. Increase of the share capital through a bonus issue.
  1. Resolution regarding authorization for the Board of Directors to resolve to issue new shares.
  2. Resolution regarding authorization for the Board of Directors to resolve to repurchase and transfer own shares.
  3. Resolution regarding repurchase and set-off offer regarding warrants, including:
  1. Approval of conditional offer to repurchase warrants.
  2. Approval of the Board of Directors' resolution regarding directed share issue, subject to approval by the general meeting.
  1. Election of members of the Nomination Committee.
  2. 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 2023, Attendo has significantly strengthened its financial position and reported higher profit and lower debt. Against this background, the Board of Directors proposes to the Annual General Meeting 2024 that the company shall distribute SEK 1 per share, with record date Friday 26 April 2024. If the meeting resolves in accordance with the proposal, the dividend is expected to be paid on Thursday 2 May 2024.

Item 17 - 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 2024)

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 425,000 warrants in accordance with the terms and conditions set out below (“Warrant program 2024”). All resolutions under this agenda item are conditional upon each other and are thus adopted as one single resolution.

In total, Warrant program 2024 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 2024 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 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) 2027 and during the two-week period from the day of publication of the interim report for the period 1 January – 30 September (Q3) 2027.

The exercise price shall be determined as 110 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 29 April 2024. If, upon subscription of a share, the closing price on the trading day immediately preceding the new subscription exceeds 225 per cent of the exercise price, the exercise price shall be increased by an amount equal to the amount by which the said share price exceeds 225 per cent 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. The participants acquire warrants from the time the price per warrant is established in accordance with the above, however no later than 30 June 2024. Payment shall be made in cash no later than 30 June 2024. 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 on three occasions and in equal proportions on each occasion: in connection with the investment, 24 months after the subscription date and 36 months after the subscription date. 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 3.8 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 4 million during the term of the incentive program.

According to a preliminary valuation, the market value of the warrants will correspond to approximately SEK 5.31 per warrant (assuming a price of the company’s shares of SEK 37.55 per share, a strike price of SEK 41.30 per share, a cap of maximum SEK 92.90 per share, a risk free interest of 2.49 per cent and a volatility of 31 per cent), based on the Black & Scholes valuation formula. 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 425,000 shares will be allotted to participants under the incentive program, meaning a dilution effect of approximately 0.26 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 notice).

The Board of Directors considers the positive effects expected to result from Warrant program 2024 to outweigh the costs attributable to the program.

Preparation of the proposal

Warrant program 2024 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 2024. 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 2023 and the Board of Directors’ remuneration report for 2023.

Resolution regarding issue of warrants

The Board of Directors proposes that the company shall issue not more than 425,000 warrants for subscription of shares, whereby the company’s share capital may be increased by not more than SEK 2,329.402285, at full subscription corresponding to approximately 0.26 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 notice).

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 18 – Resolution regarding adoption of a new long-term incentive program for senior executives and key employees based on performance shares (Performance share program 2024)

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 2024”), in accordance with the terms and conditions set out below.

In total, Performance share program 2024 will be directed to not more than seven senior executives and 50 key employees in the Attendo Group. Performance share program 2024 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 375,000 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 2024 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 2024 and no later than on 30 June 2024.
  • 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) (i.e. during 2027), 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 2024 have been satisfied pursuant to the terms and conditions specified below.
  • The number of Share Awards encompassed by Performance share program 2024 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 targets for lease adjusted EBITA for the financial year 2024 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 targets for customer satisfaction and employee satisfaction 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 2026.

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.

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 2024. 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 29 April 2024. 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 2024, 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 2024 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 2024 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 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 2024 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 40 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 2024, 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 17 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 2024 includes a total of 375,000 shares which may be allotted to the participants, implying a dilution effect of approximately 0.23 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 notice).

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 and transfer of own shares (item 18 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 18 C below), or alternatively, by entering into a share-swap agreement with a third party (item 18 D below). 

The Board of Directors considers the positive effects expected to result from Performance share program 2024 to outweigh the costs attributable to the program.

Preparation of the proposal

Performance share program 2024 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 2024. 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 2023 or the Board of Directors’ remuneration report for 2023.

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 375,000 (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 18 C above (transfer of own shares) is not approved.

Item 20 – Resolution regarding principles for remuneration to Executive Management

The Board of Directors proposes that the general meeting resolves to adopt the following guidelines.

These principles for remuneration shall apply to Attendo's executive management. The guidelines are forward- looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting 2024. These guidelines do not apply to any remuneration decided or approved by the general meeting.

Remuneration under employments subject to other rules than Swedish may be duly adjusted to comply with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability

Attendo’s business strategy, in short, is to provide and develop high-quality care, mainly by the establishment of care homes in own operations. Attendo’s service offering includes care for elderly people, people with disabilities, social psychiatry and care for individuals and families.

Attendo has high ambitions to lead development in the care sector. Attendo's long-term goal is to be the first choice for customers and relatives, employees and clients and a natural and fundamental part of society. Social sustainability is a central part of the company's strategy. Attendo’s financial targets are aimed at ensuring a sustainable and profitable business, that also makes the Attendo share an attractive long-term investment. Stable surpluses and a strong balance sheet are also needed to enable investment in innovations and new methods, establish new care homes and further develop employee competence.

A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including commitments regarding economic, social and environmental sustainability and corporate governance, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the executive management a competitive total remuneration.

Performance criteria for variable remuneration and the company’s business strategy

Long-term share-related incentive programs have been implemented by Attendo. Such programs have been resolved by the general meeting and are therefore excluded from these guidelines.

The performance criteria used to assess the outcome of the long-term share-related programs are distinctly linked to the business strategy and the company’s long-term value creation, including its social sustainability. At present, these performance criteria comprise long-term financial results (EBITA), customer satisfaction, and employee satisfaction and the programs are conditional upon a holding period of several years. For more information regarding outstanding incentive programs, including the criteria which the outcome depends on, please see note K5 in the Annual report 2023.

Variable cash remuneration covered by these guidelines shall likewise aim at promoting the company’s business strategy and long-term interests, including the company’s sustainability commitment.

Types of remuneration, etc.

The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

The satisfaction of criteria for awarding variable cash remuneration, if applied, shall be measured over a period of one or several years. For the CEO, the variable cash remuneration may amount to not more than 75 per cent of the total fixed cash salary under the measurement period for such criteria. The variable cash remuneration to other members of the executive management may amount to not more than 50 per cent, correspondingly.

Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to 25 per cent of the fixed annual cash salary and may not be paid more than once each year per individual.

Furthermore, Attendo shall, in order to promote a personal long-term interest in Attendo’s development, be able to pay cash remuneration to executive management in relation to acquisitions of shares or share-related instruments under long-term incentive programs, in addition to the maximum variable remuneration in accordance with these guidelines (and any extraordinary remuneration as set out above). Each such payment shall not exceed 25 percent of the fixed cash remuneration during the period for such incentive programs.

Any resolution on remuneration as described in the sections above shall be made by the Board of Directors based on a proposal from the compensation committee.

For the CEO, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. Variable cash remuneration shall not qualify for pension benefits. For other executives, pension benefits, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension under mandatory collective agreement provisions. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the fixed annual cash salary. Variable cash remuneration shall qualify for pension benefits to the extent required by mandatory collective agreement provisions.

Other benefits should be on market terms and contribute to the executives’ ability to fulfill the employment duties and may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring) and company car. Such benefits may amount to not more than 25 per cent of the fixed annual cash salary.

Termination of employment

The notice period may not exceed twelve months if notice of termination of employment is made by the company. Fixed cash salary during the period of notice and severance pay may together not exceed an amount equivalent to the CEO’s fixed cash salary for two years, and one year for other executives. The period of notice may not to exceed six months without any right to severance pay when termination is made by the executive.

Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration shall be based on the fixed cash salary at the time of termination of employment.

Criteria for awarding variable cash remuneration, etc.

Variable cash remuneration, if applied, shall be linked to predetermined and measurable criteria, which can be financial and/or non-financial. They may also be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to Attendo’s business strategy and long-term interests, including its sustainability commitment, by for example being clearly linked to the business strategy or promote the executive’s long- term development. This means that the criteria for variable cash remuneration should be based on financial targets (for the group and the respective business areas, as appropriate), as well as measurable quality, customer satisfaction and employee satisfaction. At least 60 percent of variable cash remuneration should be subject to shareholder value based criteria. Since the criteria for variable cash remuneration are based on the most important and measurable prerequisites for the long-term success of Attendo, as described above, they contribute to the fulfilment of the company’s business strategy, long-term interests and sustainability.

To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/ determined when the measurement period has ended. The compensation committee is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the company.

Salary and employment conditions for employees

In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the compensation committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

The decision-making process to determine, review and implement the guidelines

The Board of Directors has established a compensation committee. The committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The compensation committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. The members of the compensation committee are independent of the company and its executive management. The CEO and other members of the executive management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines

The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including the company’s sustainability commitment, or to ensure the company’s financial viability. As set out above, the compensation committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.

Item 21 – Resolution regarding reduction of the share capital with cancellation of repurchased own shares and increase of the share capital through a bonus issue.

The Board of Directors proposes that general meeting resolves to reduce the share capital with cancellation of repurchased own shares and to increase the share capital through a bonus issue mainly as set out below. The resolutions are conditional upon each other; thus, the Board of Directors proposes that general meeting makes one joint resolution with respect to the proposals.

  1. Reduction of the share capital with cancellation of repurchased own shares

The Company’s share capital will be reduced as follows.

  1. The Company’s share capital will be reduced by SEK 7,034.25777.
  2. The reduction will be made with cancellation of 1,283,402 of own shares.
  3. The cancellation of shares will be made without any repayment.
  4. The purpose of the reduction is to allocate means to unrestricted equity. The means will, however, be restored to the share capital in accordance with item 21 B below.

The Board of Directors states the following as an account under Chapter 20 Section 13 Paragraph 4 of the Swedish Companies Act. A resolution to reduce the share capital in accordance with this item requires neither the approval of the Swedish Companies Registration Office nor, in disputed cases, a court of general jurisdiction, since the company simultaneously will carry out a bonus issue meaning that neither the restricted equity nor the share capital will be reduced. The effect of the Board of Directors’ proposal under this item 21 A means that the company’s restricted equity and share capital will be reduced by SEK 7,034.25777. The effect of the Board of Directors’ proposal under item 21 B below means that the company’s restricted equity and share capital will be increased by SEK 7,034.25777. and thereby identical the amount before the reduction. The proposed resolution to carry out the bonus issue is set out in item 21 B below.

B. Increase of share capital through a bonus issue

To restore the share capital following the proposed reduction of share capital as set out in item 21 A, the share capital will be increased by a bonus issue of SEK 7,034.25777, by a transfer of SEK 7,034.25777 from the Company’s unrestricted equity.

The bonus issue will take place without the issuing of new shares.

Following the resolutions under items 21 A and 21 B, the company’s share capital will total SEK 884,551.2851 and there will be 160,103,190 registered shares, each with a quota value of approximately SEK 0.005525.

Item 22 – 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 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. If the Board of Directors resolves on an issue of shares without preferential rights for the shareholders, the issue shall be made on market terms.

Item 23 – 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 Directors’ 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 of Directors to make corporate acquisitions, enter into collaboration agreements or raise working capital.

Item 24 – Resolution regarding repurchase and set-off offer regarding warrants

Background

At an 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 (the “Warrants”) held by a total of six persons (the "Warrant Holders") at the time of the Annual General Meeting.

Each Warrant entitles the holder to subscribe for one new share in Attendo during 24 April-8 May 2024 (two weeks from the date of publication of the company’s first interim report 2024, “Subscription Period 1”) and during 19 July-2 August 2024 (two weeks from the date of publication of the company’s second interim report 2024, “Subscription Period 2”). The outstanding Warrants entitle the holder to subscribe for shares in Attendo corresponding to a dilution of the existing number of shares of approximately 0.28 per cent (based on the total number of shares in the company as of the date of this notice).

The Board of Directors of Attendo now proposes that, in connection with Subscription Period 2 for Warrant Program 2021, Attendo makes 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 (the “Offer”).

By participating in the 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 Offer means that Attendo will not receive any subscription price for the Warrants and that the dilution of the share capital and voting rights in Attendo 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.

To illustrate the effects of the Offer at different share prices of the Attendo share at the time of valuation, an illustrative calculation example is provided below.

PRICE FOR THE ATTENDO SHARE

TOTAL NUMBER OF NEW SHARES

SUBSCRIPTION PRICE (TOTAL)

TOTAL DILUTION

 

The Offer

Terms and conditions of the Warrants

The Offer

Terms and conditions of the Warrants

The Offer

Terms and conditions of the Warrants

55

38,866

445,340

0

22,356,068

0.02%

0.28%

60

72,739

445,340

0

22,356,068

0.05%

0.28%

65

101,400

445,340

0

22,356,068

0.06%

0.28%

70

125,968

445,340

0

22,356,068

0.08%

0.28%

75

147,259

445,340

0

22,536,068

0.09%

0.28%

80

165,889

445,340

0

22,536,068

0.1%

0.28%

The Offer does not entail any additional tax costs nor transaction fees for Attendo. The repurchase transaction will not have any impact on Attendo’s equity, considering that the Offer is conditional upon the Board of Directors finding that conditions exist for the claim for consideration that arises for the participants in connection with the acceptance of the 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.

The proposal under this item has been prepared by the Board of Directors and its Remuneration Committee.

  1. Approval of conditional offer to repurchase warrants

The Board of Directors of Attendo proposes that the Annual General Meeting resolves to approve that Attendo submits the Offer to the Warrant Holders on the terms and conditions set out below.

  • A maximum of 445,340 Warrants outstanding under Warrant Program 2021 shall be eligible for repurchase.
  • The repurchase shall be made at the market value of the Warrants, based on the closing price of the Attendo share on Nasdaq Stockholm the day on which the Offer is declared unconditional (see below). The calculation of the market value of the Offer shall be performed by an independent party based on customary valuation principles for warrants on the Swedish market (Black & Scholes).

Of the 445,340 outstanding Warrants under Warrant Program 2021, 140,000 are held by Attendo’s CEO.

The Offer shall be conditional upon (i) that the meeting resolves to approve the Board of Directors’ resolution on the issuance of new shares in accordance with item 24 B below and (ii) that the Board of Directors finds that conditions exist for the claim for consideration that arises for the participants in connection with the acceptance of the Offer to be used as set-off payment for the shares that are issued in accordance with item 24 B below. The condition set forth in (ii) above is expected to be fulfilled on 24 July 2024, which also is the last day of the acceptance period for the Offer. Attendo does not intend to provide any cash consideration for the Warrants other than for any excess claim for consideration that cannot be used as a set-off. The Warrants repurchased by Attendo will either expire or be cancelled, depending on what is deemed most appropriate.

Warrant Holders who do not accept the Offer may, without being affected by the Offer, exercise their Warrants to subscribe for shares during the subscription period in accordance with the terms and conditions applicable to the Warrants.

B. Approval of the Board of Directors’ resolution regarding directed share issue, subject to approval by the general meeting.

The Board of Directors of Attendo proposes that the Annual General Meeting resolves to approve the Board of Directors’ resolution on a directed share issue on the terms and conditions set out below (the “New Issue”).

Through the New Issue, a maximum of 200,000 shares will be issued, and the share capital will thus, increase by a maximum of SEK 1,096.189311.  As stated above, the intention is that the shares will be issued as part of the implementation of a repurchase and set-off offer, which is why the number of shares finally issued and allocated is intended to be determined on the basis of the number of warrants submitted in the Offer and the market value of the Warrants and Attendo’s share on the last day of the acceptance period for the Offer, 24 July 2024. The New Issue shall be conditional upon the Board of Directors declaring the Offer under item 24 A above to be unconditional. The condition is expected to be fulfilled on 24 July 2024, which is also the last day of the acceptance period for the Offer. Otherwise, the following terms and conditions shall apply to the New Issue:

Subscription price

The subscription price shall correspond to the market value of the share (however, never lower than the quotient value of the share), based on the closing price of the Attendo share on Nasdaq Stockholm on the last day of the acceptance period for the Offer, 24 July 2024, (which is also the date, in which the Offer is expected to be declared unconditional by the Board of Directors). The share premium shall be transferred to the unrestricted premium reserve.

Subscription right and the reason for deviating from the shareholders’ preferential rights

The right to subscribe for the new shares shall, with deviation from the shareholders’ preferential rights, be granted to the Warrant Holders who have accepted the Offer during the acceptance period.

The reason for the deviation from the shareholders’ preferential rights, is to implement the repurchase and set-off offer, which is deemed to be beneficial to Attendo and the Warrant Holders.

Time for subscription, allocation and payment

Subscription for the new shares shall take place no earlier than 25 July 2024 and no later than 29 July 2024 on a subscription list. Payment in cash for the shares shall be made no later than 29 July 2024. Allocation of the new shares shall be made to those entitled to subscribe for shares as stated above. The Board of Directors shall have the right to extend the subscription period and the time of payment. It is noted that the Board of Directors shall be entitled to set-off retrospectively.

Right to dividend

The new shares shall be entitled to dividends for the first time on the record date for dividends, which occurs closest after the new shares have been registered with the Swedish Companies Registration Office and included in the share register maintained by Euroclear Sweden AB.

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 2024.

Item 12A – 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 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 3,193,550 (SEK 3,450,000), as follows:

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

  • Chair of the Board of Directors: SEK 1,030,000 (SEK 1,000,000)
  • Other Board Members: SEK 360,500 (SEK 350,000)

In addition, it is proposed that the following special fees shall be paid to the members of the committees of the Board of Directors:

  • Chair of the Audit Committee: SEK 206,000 (SEK 200,000)
  • Other members of the Audit Committee: SEK 87,500 (SEK 85,000)

 

  • Chair of the Compensation Committee: SEK 103,000 (SEK, 100,000)
  • Other members of the Compensation Committee: SEK 51,500 (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), Tobias Lönnevall (Board member since 2016), Ulf Mattsson (Board member since 2022), Suvi-Anne Siimes (Board member since 2020), Per Josefsson (Board member since 2023), Nora F. Larssen (Board member since 2023) and Antti Ylikorkala (Board member since 2023). Alf Göransson has 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: https://www.attendo.com/en/corporate-governance/board-of-directors/

Item 15 – Election of auditor

The Nomination Committee proposes re-election of the audit firm PwC (PricewaterhouseCoopers AB) for the period until the end of the Annual General Meeting 2025. 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 16 – Resolution regarding principles for the appointment of the Nomination Committee

The Nomination Committee proposes that the general meeting resolves to adopt the following principles for the appointment of the Nomination Committee.

1. Members of the Nomination Committee

The Nomination Committee shall be composed of not less than three (3) and not more than four (4) members, nominated by larger shareholders in Attendo. Prior to the Annual General Meeting, the company shall coordinate the nomination procedure by giving the four largest shareholders in the company in terms of votes according to the share register maintained by Euroclear Sweden AB as of the last banking day in December each year the opportunity to nominate one member of the Nomination Committee for the Annual General Meeting. If a requested shareholder refrains from nominating a member to the Nomination Committee and this results in less than three members being nominated through the above procedure, the company shall give additional shareholders – in order of voting power – the opportunity to nominate one member each until three members have been nominated. However, the company is not obliged to consult more than five additional shareholders. The members of the committee shall then be elected at the Annual General Meeting for the period until the end of the next Annual General Meeting. The chair of the committee shall also be elected at the Annual General Meeting. The person nominated by the largest shareholder in terms of votes through the above nomination procedure shall be nominated as chair of the Nomination Committee unless the shareholders entitled to nominate agree that one of the other nominated members shall be proposed as chair of the Nomination Committee.

The above nomination procedure shall take into account that the majority of the members of the Nomination Committee are to be independent of Attendo and its executive management. Neither the CEO nor other members of the executive management are to be members of the Nomination Committee. At least one member of the Nomination Committee is to be independent of Attendo’s largest shareholder in terms of votes or any group of shareholders who act in concert in the governance of Attendo.

Members of the Board of Directors may be members of the Nomination Committee but may not constitute a majority thereof. Neither the company’s Chair of the Board nor any other member of the Board may chair the Nomination Committee. If more than one member of the Board is on the Nomination Committee, no more than one of these may be dependent of a major shareholder in Attendo.

2. Changes to the Nomination Committee

Changes to the composition of the Nomination Committee may be made in the following cases:

(i)                   One of the members is deceased or wishes to resign in advance or one of the shareholders represented wishes to replace its appointed representative, whereby a request in relation hereto shall be sent to the Chair of the Nomination Committee (or to another member of the committee if the request relates to the Chair of the committee) and the receipt of the request shall entail that the request has been executed.

(ii)                 A shareholder who has appointed a representative to the Nomination Committee disposes of its entire shareholding in Attendo, whereby such representative shall be deemed to have automatically resigned from the Nomination Committee, or if there is otherwise a material change in the ownership of Attendo, whereby the Nomination Committee shall have the right to independently discharge and/or elect additional members in order to ensure that the composition of the Nomination Committee reflects the ownership in Attendo.

(iii)                The Nomination Committee may offer vacant positions in the committee to shareholders or members nominated by shareholders in order to ensure that the composition of the Nomination Committee reflects the ownership in Attendo.

In the event of changes to the Nomination Committee, the committee shall observe the requirements set out in item 1 above. Changes to the Nomination Committee shall he announced as soon as possible.

3. Tasks of the Nomination Committee

The Chair of the Nomination Committee calls the first meeting of the committee.

The Nomination Committee shall prepare and present proposals in relation to the below to the Company’s Chair of the Board of Directors, well in advance of the Annual General Meeting:

(i)                   Election of Chair of the Board of Director and other members of the Board; fees to the Board of Directors, allocated between the Chair and the other members, as well as any fees for committee work;

(ii)                 Election of and fees to the auditor;

(iii)                Election of Chair at the Annual General Meeting;

(iv)                Election of members of the Nomination Committee for the period from the end of the Annual General Meeting until the end of the next Annual General Meeting (observing the requirements set out in item 1 above); and

(v)                 Changes to these instructions.

The Nomination Committee’s proposals are to be presented in the notice of the Annual General Meeting. In relation hereto, the committee shall ensure that Nomination Committee’s proposal, motivated opinion and account for the committee’s work are published on Attendo’s website. In its assignment, the Nomination Committee shall in all other respects perform the tasks, which it is charged with under the Swedish Corporate Governance Code.

4. Quorum

The Nomination Committee has a quorum when at least three (3) members are present. A decision is passed where more than half of the members vote in favour of it. In the event of even votes cast, the Chair has the casting vote.

5. Attendance at the Annual General Meeting

At least one member of the Nomination Committee should attend the Annual General Meeting and account for the reasons for the committee’s proposals.

6. Fees

No fees shall be payable to the members of the Nomination Committee. The Committee shall be entitled to charge Attendo with costs relating to e.g. recruitment consultants or other costs which are necessary for the committee to perform its tasks.

7. Amendments to these instructions

This instruction shall remain in force until the general meeting resolves on any changes to it.

Item 25 – 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 35.9 per cent of the shares and 35.9 per cent of the votes in the company.

Other information

The resolutions proposed by the Board of Directors in items 18 B, 21 A and 23 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 17, 18 C and 24 B 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 or other formal requirements 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 at 12 March 2024, Attendo holds 1,283,402 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 opinions 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 as well as other information and documentation ahead of the Annual General Meeting are available at the company’s offices no later than on 3 April 2024 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.

_______________

Danderyd, March 2024

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   |   email: andreas.koch@attendo.com

 

 

 

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 more than 31,000 employees and is locally anchored with over 700 facilities in around 300 municipalities in Sweden, Finland and Denmark. Every day Attendo’s employees has thousands of encounters with customers. In all these encounters, we manifest Attendo’s shared values of care, commitment and competence.