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The Nomination Committees’ proposal for the Annual General Meeting 2023 of Attendo (including motivated opinion

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Description of the Nomination Committee’s work ahead of the Annual General Meeting

The Annual General Meeting 2022 of Attendo AB (the “Company”) elected the following members of the Nomination Committee: Peter Hofvenstam (nominated by Nordstjernan), Anssi Soila (nominated by Pertti Karjalainen), Niklas Antman (nominated by Inventive) and Marianne Nilsson (nominated by Swedbank Robur Fonder), with Peter Hofvenstam as Chair.

On December 1, 2022, Marianne Nilsson (nominated by Swedbank Robur Fonder) left her position as member of the Nomination Committee due to changes in the ownership and in accordance with the instructions for the Nomination Committee as regards changes in the composition of the Nomination Committee. The Company’s Nomination Committee for the Annual General Meeting 2023 therefore consists of Peter Hofvenstam (nominated by Nordstjernan), Anssi Soila (nominated by Pertti Karjalainen) and Niklas Antman (nominated by Incentive), with Peter Hofvenstam as Chair.

The Nomination Committee has, in accordance with the instructions adopted by the Annual General Meeting 2020 and the Swedish Corporate Governance Code, been appointed to prepare the following proposals for the Company’s Annual General Meeting 2023:

  • Election of Chair of the Annual General Meeting
  • Election of Chair of the Board and other members of the Board of Directors
  • Resolution on Board fees, divided between the Chair and the other members of the Board of Directors and any fees for committee work
  • Election of, and resolution on fees to, auditor
  • Election of members of the Company’s Nomination Committee for the period from the end of the Annual General Meeting until a new Nomination Committee is elected
  • Resolution on any changes of the instruction for the Nomination Committee

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

The Nomination Committee has applied item 4.1 in the Swedish Corporate Governance Code regarding diversity when preparing this proposal. This implies that the Nomination Committee has strived for a composition of the Board of Directors that is appropriate in regards to the Company’s operations, stage of development and conditions in general, as well as provides diversity and width in terms of the competence, experience and background of the members elected by the Annual General Meeting. A balanced gender distribution shall be pursued.

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

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

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

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

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

According to the Nomination Committee’s opinion, the proposed Board of Directors has an appropriate composition in regards to the Company’s operations, stage of development and conditions in general, as well as provides diversity and width in terms of the proposed members’ competence, experience and background. The Nomination Committee’s proposal means that 37.5 per cent of the number of Board members appointed by the General Meeting are women and 62.5 per cent are men. The Nomination Committee continuously pursues a more balanced gender distribution in the Board of Directors. Further, the Nomination Committee has assessed that the proposed Board members have enough time to fulfill their tasks as Board members in the Company.

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

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

  • The Nomination Committee considers that all of the proposed Board members are independent in relation to the Company and the Company’s management.
  • The Nomination Committee considers that all of the proposed Board members, except for Tobias Lönnevall and Nora F. Larssen, are independent in relation to the Company’s larger shareholders. Tobias Lönnevall and Nora F. Larssen are not independent as they are employed by the Company’s largest shareholder Nordstjernan.

The Nomination Committee’s assessment of the proposed Board fees

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

The Nomination Committee’s proposal for Chair at the Annual General Meeting 2023

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

The Nomination Committee’s proposals for the Board of Directors to the Annual General Meeting 2023

The Nomination Committee proposes that the Annual General Meeting elects eight ordinary Board members, with no alternate members.

For the period until the end of the next Annual General Meeting, the Nomination Committee proposes re-election of the members 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), and election of Per Josefsson, Nora F. Larssen and Antti Ylikorkala.

Margareta Danelius and Anssi Soila have declined re-election.

The Nomination Committee would like to thank Margareta Danelius and Anssi Soila for their important contributions to the Board of Directors.

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/ and information about the Board members proposed to be elected is set out below.

Per Josefsson
Born: 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
Born: 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
Born: 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.

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

The Nomination Committee proposes that Board fees should be paid in an amount of in aggregate SEK 3,450,000 (3,100,000), whereof SEK 1,000,000 to the Chair of the Board, i.e. unchanged fee, and SEK 350,000 to the other elected Board members respectively, i.e. unchanged fees.

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

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

Election of, and fees to, auditors

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

The Nomination Committee proposes re-election of the audit firm PwC as auditor for the period until the end of the next Annual General Meeting.

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 be appointed as the auditor-in-charge.

The Nomination Committee proposes that the fee to the auditor is paid upon approval of invoices.

The proposal is in line with the recommendation from the Audit Committee.

Election of members of the Nomination Committee

The Company’s larger shareholders have notified the Nomination Committee that they intend to propose that the Annual General Meeting elects 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.

Instruction for the Nomination Committee

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

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NOMINATION COMMITTEE

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