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
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 Thursday18 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 toComputershare AB "Attendo AB Annual General Meeting", P.O. Box 5267, SE-102 46Stockholm, 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
Advance voting
A special form shall be used for advance voting. The form is available on
The completed voting form must be received by
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
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
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
Agenda
- Opening of the meeting.
- Election of the Chair of the Annual General Meeting.
- Approval of the voting register.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation by the CEO.
-
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 . -
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 . - Resolution on allocation of the company's result in accordance with the approved balance sheet.
- Resolution to discharge the Board Members and the CEO from liability.
- Determination of:
- The number of Board Members to be appointed by the Annual General Meeting.
- The number of auditors.
- Determination of:
- The fee to be paid to the Board Members.
- The fee to be paid to the auditor.
- Election of Chair of the Board of Directors and other Board Members.
- Election of auditor.
- Resolution regarding principles for the appointment of the Nomination Committee.
- 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).
- Resolution regarding adoption of a new long-term incentive program for senior executives and key employees based on performance shares (Performance share program 2024).
- Adoption of a new long-term incentive program based on performance shares.
- Acquisition and transfer of the company's own shares in order to secure costs related to incentive programs.
- Transfer of the company's own shares to participants in incentive programs.
- Entering into share-swap agreement with third party.
- Presentation of the Board of Directors' remuneration report for approval.
- Resolution regarding principles for remuneration to Executive Management.
- Resolution regarding:
- Reduction of the share capital with cancellation of repurchased own shares.
- Increase of the share capital through a bonus issue.
- Resolution regarding authorization for the Board of Directors to resolve to issue new shares.
- Resolution regarding authorization for the Board of Directors to resolve to repurchase and transfer own shares.
- Resolution regarding repurchase and set-off offer regarding warrants, including:
- Approval of conditional offer to repurchase warrants.
- Approval of the Board of Directors' resolution regarding directed share issue, subject to approval by the general meeting.
- Election of members of the Nomination Committee.
- 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.
In 2023,
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
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
Terms for the incentive program
The issued warrants shall be subscribed for by
The warrants have a vesting period of 3 years. Each warrant entitles to subscription of one new share in
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
Each warrant shall entitle the holder to subscribe for one new share in
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
Scope and costs for the program, including subsidy by the company and effect on important key ratios and dilution
Other than the above, the costs for the program include certain limited costs for administration of the program. The total cost for
According to a preliminary valuation, the market value of the warrants will correspond to approximately
The costs are expected to have a limited effect on
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
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
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
In total, Performance share program 2024 will be directed to not more than seven senior executives and 50 key employees in the
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
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 theAttendo 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
Financial performance conditions
The financial performance conditions are based on targets for lease adjusted EBITA for the financial year 2024 for
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
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
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
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
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
Under the assumption of allocation of maximum number of Share Awards for all participants, at a share price of
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
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
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
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
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
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
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,
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
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.
- Reduction of the share capital with cancellation of repurchased own shares
The Company's share capital will be reduced as follows.
- The Company's share capital will be reduced by
SEK 7,034.25777 . - The reduction will be made with cancellation of 1,283,402 of own shares.
- The cancellation of shares will be made without any repayment.
- 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
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
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
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
Each Warrant entitles the holder to subscribe for one new share in
The Board of Directors of
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
To illustrate the effects of the Offer at different share prices of the
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
The proposal under this item has been prepared by the Board of Directors and its Remuneration Committee.
- Approval of conditional offer to repurchase warrants
The Board of Directors of
- 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
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
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
Through the New Issue, a maximum of 200,000 shares will be issued, and the share capital will thus, increase by a maximum of
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
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
Time for subscription, allocation and payment
Subscription for the new shares shall take place no earlier than
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
Resolutions proposed by the Nomination Committee
Item 2 - Chair of the Annual General Meeting
The Nomination Committee proposes that the Chair of the Board,
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
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
The Nomination Committee proposes re-election of
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 (
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
The above nomination procedure shall take into account that the majority of the members of the Nomination Committee are to be independent of
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
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
(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
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
(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
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
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:
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
Further information
Information about all of the individuals proposed to be re-elected as members of
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
Personal data collected from the share register maintained by
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,
The Board of Directors
For further information, please contact:
Phone: +46 705 09 77 61 | email: andreas.koch@attendo.com
attendo.com
https://news.cision.com/attendo/r/notice-to-attendo-ab--publ-s-annual-general-meeting,c3945673
https://mb.cision.com/Main/13398/3945673/2668222.pdf
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