Report from the Annual General Meeting of Humana AB held on 9 May 2019

Report from the Annual General Meeting of Humana AB held on 9 May 2019 

Humana AB held its annual general meeting on Thursday, 9 May 2019. 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 2018.

Dividend

It was resolved at the meeting, in accordance with the Board’s proposal, that a dividend of SEK 0.70 per share would be paid with the record day being Monday 13 May 2019. Dividends are expected to be paid out by Euroclear Sweden AB on Thursday 16 May 2019.

Discharge from liability

The meeting discharged the directors and the CEO from liability towards the company for the financial year 2018.

Directors and auditors

Per Granath, Kirsi Komi, Monica Lingegård and Lloyd Perry were re-elected, and Magdalena Gerger, Sören Mellstig and Fredrik Strömholm 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 150 000 is payable to the Chair of the audit committee, SEK 20 000 each to other members of the audit committee, and SEK 50 000 to the Chair of the remuneration committee and SEK 12 500 to each other member of the remuneration committee. Lloyd Perry has abstained fees for board and committee work.

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

Guidelines for remuneration payable to senior executives
It was resolved at the meeting to adopt the guidelines for remuneration payable to senior executives, 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, to enable share transfers in accordance with the authorisation resolution for the Board to transfer own shares and with the former resolution to transfer own shares to participants within LTI 2016 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, and to cover any costs that may occur in connection to the long-term incentive programme 2016. 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.

For more information, please contact:
Anna Sönne, Head of Investor Relations, +46 70 601 48 53, anna.sonne@humana.se

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 some 15,000 employees in Sweden, Norway, Finland and Denmark providing care for over 8,000 individuals and working to achieve the vision “Everyone is entitled to a good life”. In 2018, Humana’s operating revenue was SEK 6,725 M. Humana is listed on Nasdaq Stockholm since 2016 and company’s headquarters are located in Stockholm. Read more about Humana on: www.humana.se or corporate.humana.se/en

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