Bifogade filer
Beskrivning
Land | Sverige |
---|---|
Lista | Mid Cap Stockholm |
Sektor | Hälsovård |
Industri | Vård & Omsorg |
Attendo AB (publ) held its Annual General Meeting on 7 May 2025. The meeting resolved in accordance with all proposals by the Board of Directors and Nomination Committee.
Election of Board of Directors and auditor
The Annual General Meeting resolved that the number of Board members shall be eight and elected the Board members Ulf Mattsson, Catarina Fagerholm, Tobias Lönnevall, Suvi-Anne Siimes, Nora F. Larssen, Per Josefsson, Antti Ylikorkala and Hugo Lewné. Ulf Mattsson was re-elected as Chair of the Board of Directors.
The Annual General Meeting resolved that the company shall have a registered audit firm as auditor and elected PwC as the company's auditor for the period until the end of the Annual General Meeting 2026.
Fees to the Board of Directors and Auditor
The Annual General Meeting resolved of board fees as follows. Base fee of SEK 3,740,000, whereof SEK 1,080,000 to the Chair of the Board of Directors and SEK 380,000 to each of the other Board Members. Fees for committee work shall be paid according to the following. SEK 216,000 to the Chair of the Audit & Risk Committee and SEK 92,000 to each of the other members of the Audit & Risk Committee and SEK 108,000 to the Chair of the Compensation Committee and SEK 54,000 to each of the other members of the Compensation Committee.
The fees to the company's auditor shall be paid upon approval of invoices.
Approval of income statement and balance sheets, remuneration report and discharge from liability
The Annual General Meeting approved the income statement and the balance sheet for the parent company and the group for the financial year 2024, as well as the Board's remuneration report for 2024. The meeting also discharged the members of the Board and the CEO from liability for the financial year 2024.
Dividend
The Annual General Meeting resolved on a dividend to shareholders of SEK 1.20 per share, with record date on 9 May, 2025. The dividend is expected to be paid on 14 May, 2025.
Long-term incentive programs 2025
Employee Stock Option Program 2025
The Annual General Meeting resolved to adopt a new long-term incentive program to senior executives and key employees in the Attendo Group based on employee stock options. The Employee Stock Option Program 2025 will be granted to not more than seven individuals and will not amount to more than 537,887 employee stock options, in aggregate. The program entails that senior executives will be awarded stock options, free of charge. The stock options may be exercised after just over three years, and entitles participants to acquire Attendo shares at a price equivalent to 110 percent of the volume-weighed average price of the company's share at Nasdaq Stockholm during five trading days starting from 12 May 2025. The resolution included an authorization for the Board to resolve on acquisition and transfer of the company's own shares to hedge costs attributable to incentive programs as well as to transfer of own shares to participants in the program.
Performance share program 2025
The Annual General Meeting further resolved to adopt a new performance based long-term incentive program to senior executives and key employees in the Attendo Group. The program entails that the participants will be granted, free of charge, performance-based share awards that entitle to a maximum of 400,000 shares in Attendo, subject to fulfilment of financial and sustainability related performance conditions. The program will be directed to directed to not more than seven senior executives and 100 key employees in the Attendo Group. The resolution included an authorization for the Board to resolve on acquisition and transfer of the company's own shares to hedge costs attributable to incentive programs as well as executing a share-swap agreement with a third party, where the third party will be authorized to transfer Attendo shares in its own name to participants of the incentive program, securing delivery of the company's shares to such participants.
Repurchase and set-off offer regarding outstanding warrants
At the Annual General Meetings in Attendo held on 15 April 2020, 26 April 2022, 26 April 2023 and 25 April 2024, respectively, resolutions were made in relation to long-term incentive programs for senior executives within the Attendo group (Warrant Program 2020, Warrant Program 2022, Warrant Program 2023 and Warrant Program 2024, respectively).
The Annual General Meeting resolved that, in connection with the subscription periods of each aforementioned Warrant Program, Attendo shall make 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, where consideration for the warrants shall be paid in the form of own shares in Attendo having been acquired as part of the company's share buyback programs.
By participating in the repurchase offers, 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 repurchase offer means that the company will not receive any subscription price for the warrants and that no dilution of equity and voting rights occur.
The repurchase transaction will not have any impact on Attendo's equity, considering that the repurchase offer is conditional upon the Board finding that conditions exist for the claim for consideration that arises for the participants in connection with the acceptance of the repurchase offer to be used as a set-off payment for the shares to be transferred. 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.
Cancellation of repurchased own shares
The Annual General Meeting resolved to cancel repurchased own shares (reduction of the share capital) and to carry out a bonus issue to restore the share capital. The resolution entails that 8,907,064 own shares will be cancelled.
Authorization to issue new shares
The Annual General Meeting resolved to authorize 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 percent. 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.
Authorization for the Board of Directors to acquire and transfer the company's own shares
The Annual General Meeting resolved to authorize the Board of Directors to repurchase, on one or several occasions until the next Annual General Meeting, as many own shares as may be purchased without the company's holding at any time exceeding 10 percent of the total number of shares in the company. The Annual General Meeting further resolved to authorize the Board of Directors to resolve, on one or several occasions until the next Annual General Meeting, to transfer (sell) own shares.
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 and to use own shares within the company's incentive programs. The purpose of the authorization to transfer own shares is to enable the Board to make corporate acquisitions, enter into collaboration agreements or raise working capital.
Nomination Committee
The Annual General Meeting resolved to elect the following members of the Nomination Committee: Peter Hofvenstam (nominated by Nordstjernan), Niklas Antman (nominated by Incentive), Anssi Soila (nominated by Pertti Karjalainen) and Bo Börtemark (nominated by Jofam).
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The complete proposals regarding the resolutions by the Annual General Meeting as set out above are available at Attendo's website, www.attendo.com.
Attendo AB (publ)
For further information, please contact:
Josefine Uppling, Communications Director Attendo
Phone: +46 761 14 54 21 | email: josefine.uppling@attendo.com
Attendo - the leading care company in the Nordics | Since 1985, 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 33,000 employees and is locally anchored with around 800 facilities in 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.