Report from the Annual General Meeting of Humana AB held on 7 May 2020

Humana AB held its Annual General Meeting on Thursday, 7 May 2020. The main resolutions passed at the meeting were as follows.

More detailed information about the contents of the resolutions may be obtained from the complete notice of the annual general meeting and the complete proposals. The notice and complete proposals are available on the company’s website, http://corporate.humana.se/en

Adoption of balance sheets and profit and loss accounts

It was resolved at the meeting to adopt the profit and loss account and balance sheet, as well as the consolidated profit and loss account and consolidated balance sheet for the financial year 2019.

Allocations of the Company’s results

It was resolved at the meeting, in accordance with the Board’s proposal, that the distributable profit of SEK 1,657,546,385 be fully balanced in a new account.

Discharge from liability

The meeting discharged the directors and the CEO from liability towards the company for the financial year 2019.

Directors and auditors

Magdalena Gerger, Kirsi Komi, Monica Lingegård, Sören Mellstig and Fredrik Strömholm were re-elected, and Karita Bekkemellem and Anders Nyberg were elected, as directors.

Sören Mellstig was elected Chair of the Board.

The registered audit firm KPMG AB was reappointed auditor of the company.

Fees to the directors were resolved at the meeting in accordance with the following: SEK 600 000 for the Chair of the Board, and SEK 230 000 each for other directors elected by the general meeting. In addition, SEK 100 000 is payable to the Chair of the audit committee, SEK 33 000 each to other members of the audit committee, and SEK 50 000 to the Chair of the remuneration committee and SEK 16 500 to each other member of the remuneration committee.

It was resolved at the meeting that fees would be paid to the auditor in accordance with approved invoices.

Guidelines for salary and other remuneration
It was resolved at the meeting to adopt the guidelines for salary and other remuneration, in accordance with the Board’s proposal.

Issue authorisation
It was resolved at the meeting, in accordance with the Board’s proposal, to authorise the Board to, on one or more occasions until the next annual general meeting, issue new shares. Issue can be decided with or without regard to shareholders’ pre-emption rights. On the strength of the authorisation the Board may resolve to issue a number of new shares not exceeding ten per cent of the total number of outstanding shares in the company at the time of the authorisation resolution.

The authorisation includes the right to resolve that shares will be issued against cash payment, payment in kind or payment by way of set-off and the issue may otherwise be subject to conditions as set out in Chapter 2, section 5, second paragraph, 1-3 and 5 of the Companies Act.

Authorisation on acquisition and transfer of own shares

It was resolved at the meeting, in accordance with the Board’s proposal, to authorise the Board to, on one or more occasions until the next annual general meeting, resolve on acquisition and/or transfer of own shares. Transfer of own shares can be decided without regard to shareholders’ pre-emption rights.

Acquisition of own shares shall be made on Nasdaq Stockholm. The reason for the acquisition of own shares are to improve the company’s capital structure and to increase the flexibility for the Board in connection to potential future corporate acquisitions. Own shares may be acquired to the extent the company’s holdings of own shares in total amounts to no more than one tenth of all shares in the company.

Transfer of own shares may be made to improve the company’s capital structure and to increase the flexibility of the Board in connection to potential future corporate acquisitions, by facilitating a fast and cost-efficient financing by divesting holdings of own shares. Transfer of own shares may be made either on Nasdaq Stockholm or in another manner. The maximum number of shares that may be transferred is the total number of own shares held by the company at the time of the Board’s resolution to transfer the shares.

Humana is a leading Nordic care company providing services within individual and family care, personal assistance, elderly care and special service housing in accordance with LSS. Humana has 15,000 employees in Sweden, Norway, Finland and Denmark providing care for 9,000 individuals and working to achieve the vision “Everyone is entitled to a good life”. In 2019, Humana’s operating revenue was SEK 7,467m. Humana is listed on Nasdaq Stockholm and the company’s headquarters are located in Stockholm. Read more about Humana on: www.humana.se or corporate.humana.se/en