Participation
Any person is entitled to participate at the Annual General Meeting if they
are entered in the share register maintained by
and have notified the company of their intention to participate at the latest on Tuesday,
· through
· by telephone: +46 771-24 64 00
· in writing to address:
The notification must include the shareholder's name, personal ID number or company registration number, address, telephone number, and any potential assistants (not more than two).
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must re-register their shares in their own names in order to be entitled to attend the shareholders' meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by
Proxies, etc.
Shareholders who are represented by proxy must issue a proxy form for their proxy. If the proxy form has been issued by a legal entity, an attested copy of the certificate of registration of the legal entity evidencing its authority to issue the proxy form must be attached to the form. The original proxy form and the certificate of registration, where applicable, should be sent to
Right for shareholders to receive information
Shareholders are reminded of their right to obtain information from the Board of Directors and CEO at the Annual General Meeting in accordance with Chapter 7, section 32 of the Swedish Companies Act. Shareholders wishing to submit questions in advance may do so by sending a letter to
Agenda
1. Opening of the meeting and election of the Chair of the Annual General Meeting.
2. Preparation and approval of the voting register.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Presentation by the CEO.
7. 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
8. 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
9. Resolution on allocation of the company's result in accordance with the approved balance sheet.
10. Resolution to discharge the Board Members and the CEO from liability.
11. Determination of:
A. The number of Board Members to be appointed by the Annual General Meeting.
B. The number of auditors.
12. Determination of:
A. The fee to be paid to the Board Members.
B. The fee to be paid to the auditor.
13. Election of Chair of the Board of Directors and other Board Members.
14. Election of auditor.
15. Resolution regarding a new long-term incentive program to senior executives in the form of warrants and resolution regarding issue of warrants (Warrant program 2020)
16. Resolution regarding adoption of a new long-term incentive program for key employees based on performance shares (Performance share program 2020)
A. Adoption of a new long-term incentive program based on performance shares.
B. Acquisition and transfer of the company's own shares in order to enable transfer of own shares according to 16 (C) and secure the costs connected to incentive programs.
C. Transfer of own shares.
17. Resolution regarding guidelines for executive remuneration.
18. Resolution regarding authorization for the Board of Directors to resolve to issue new shares.
19. Resolution regarding authorization for the Board of Directors to resolve to repurchase and transfer own shares.
20. Resolution regarding instruction for the Nomination Committee.
21. Election of members of the Nomination Committee.
22. Resolution regarding amendments to the Articles of Association.
23. Closing of the Annual General Meeting.
Resolutions proposed by the Board of Directors
Item 15 - Resolution regarding a new long-term incentive program to senior executives in the form of warrants and resolution to issue warrants (Warrant program 2020)
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 2020 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 from hereinafter.
The rationale for the incentive program
The rationale for Warrant program 2020 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 five years. Each warrant entitles to subscription of one new share in
The exercise price shall be determined as 125 per cent of the average volume weighted share price for the company's share as quoted on Nasdaq Stockholm during the period 5 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 2020 to outweigh the costs attributable to the program.
Preparation of the proposal
Warrant program 2020 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 2020. 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 500,000 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 16 - Resolution regarding adoption of a new long-term incentive program for key employees based on performance shares (Performance share program 2020)
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 key employees in the
In total, Performance share program 2020 will be directed to not more than 50 key employees in the
The rationale for the incentive program
The rationale for Performance share program 2020 is to create opportunities to attract, motivate and retain competent employees in the
Conditions for Share Awards
The following conditions shall apply for the 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 2020 and no later than on
· 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), provided that the holder, with some exceptions, still is employed by the
· A prerequisite for entitlement to receive shares based on Share Awards is that the performance conditions for Performance share program 2020 have been satisfied pursuant to the terms and conditions specified below.
· The number of Share Awards encompassed by Performance share program 2020 is to 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
· 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
Performance conditions
The Share Awards will be subject to performance conditions, in addition to the condition that the holder remains an employee in the
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 the rate of achievement of the Performance Conditions in the Annual Report for 2022.
Allotment
To ensure that the value of the share-based remuneration does not reach an unintended level in relation to other remuneration, the value of the Share Awards per participant must not, at the time of the grant, exceed a value equal to two months' salary. Participants in long-term incentive programs who are also entitled to more than 20% short-term variable remuneration (based on annual established targets) shall, as a general rule, relinquish part of their short-term variable remuneration for the benefit of participating in long-term programs.
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 2020. 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 5 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 2020, 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
Scope and costs for the program; effects on important key ratios and dilution
Performance share program 2020 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 2020 includes a total of 200,000 shares which may be allotted to the participants. This corresponds to approximately 0.12 percent of the total number of shares and votes in
In order to reduce the costs of the program, the Board of Directors proposes that the company shall, subject to the shareholders' approval under items 16 (B) and 16 (C) on the agenda, take security measures in the form of repurchases of shares (as needed) and transfer of own shares.
The Board considers the positive effects expected to result from Performance share program 2020 to outweigh the costs attributable to the program.
Preparation of the proposal
Performance share program 2020 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 2020. 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 according to 16(C) and 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) purchases of
The purpose of the proposal is to provide the Board of Directors the means to execute the company's incentive programs, including to resolve on transfer of own shares according to item 16 (C) below and secure the costs, including the social security payments, in connection with long-term incentive programs.
C. Transfer of own shares
The Board of Directors proposes that the meeting resolves that transfer of own shares, in a maximum number of 200,000 (or the higher number that may follow from recalculation because of a split, bonus issue or similar action), free of charge, shall be possible to participants in the company's long-term incentive programs.
Item 17 - Resolution regarding guidelines for executive remuneration
In the light of new rules entering into force 2019-2021, the Board of Directors proposes that the general meeting resolves to adopt updated guidelines for remuneration to executive management. The updated guidelines clarify how
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. The satisfaction of critera for awarding variable cash remuneration 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. Criteria for variable cash remuneration should be based on financial targets (for the group and the respective business areas, as appropriate), as well as measurable quality, customer satisfaction and employee satisfaction. At least 60 percent of the variable cash remuneration should be subject to shareholder value based criteria. Additional variable cash remuneration may be paid under extraordinary circumstances and to facilitate investments in
The guidelines shall be in force until new guidelines are adopted by the general meeting. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting.
Item 18 - 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 of 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 enable the Board to make corporate or product acquisitions or enter into collaboration agreements.
Item 19 - 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 purchased without the company's holding at any time exceeding 10 percent of the total number of shares in the company. The shares shall be purchased on Nasdaq Stockholm and only at a price per share within the price range applicable, 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 price range applicable, 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
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 to make corporate acquisitions, enter into collaboration agreements or raise working capital.
Item 22 - Resolution regarding amendments to the Articles of Association
The Board of Directors proposes that the Articles of Association are amended to reflect changes in regulations and use of language, without any change as to substance. The following amendments are proposed:
Change New wording
§ 1 - A The name of the company is
reference in public.
the Swedish
language
version of
the Articles
of
Association
that does not
affect
English
[unofficial
translation]
language
version is
removed.
§ 8 - The In order to participate at a general meeting, a shareholder
language must notify the company of their the intention to attend no
regarding later than on the day stipulated in the notice of the meeting.
participation Such a day may not fall on a Sunday, other public holiday,
in general Saturday, Midsummer's Eve,
meetings is may it fall earlier than the fifth weekday prior to the
updated for meeting. A shareholder may be accompanied by assistants at a
further general meeting only where the shareholder has given the
stringency company notice of the number of assistants (not more than two)
without any as specified in the previous paragraph.
change as to
substance.
§ 9 - The At the Annual General Meeting the following items shall be
first addressed:
paragraph of 1. Election of the Chairman of the meeting.
the section, 2. Preparation and approval of the voting list.
regarding the 3. Approval of the agenda.
latest date 4. Election of one or two persons to verify the minutes.
for the 5. Determination of whether the meeting has been duly
Annual convened.
General 6. Presentation of the annual report and auditor's report, and
Meeting, is if applicable, the consolidated financial statements and the
deleted group auditor's report.
because it 7. Resolution regarding:
does not add i) the adoption of the income statement and balance sheet and,
anything to where applicable, the consolidated income statement and balance
what already sheet; ii) the allocation of the company's profit or loss
follows from according to the adopted balance sheet; iii) the discharge from
statute. liability for the Board of Directors and the CEO; iv)
remuneration to the Board of Directors, and if applicable,
remuneration to the auditors; v) election of the directors,
and, where applicable, auditors; and vi) any other matter which
the meeting is required to decide pursuant to the Companies
Act.
§ 11 - The shareholder or nominee who on the record date is recorded
Updated in the share register and registered with a central security
because the depository register, pursuant to Chapter 4 of the Swedish
act Central Securities Depositories and Financial Instruments
referenced in Accounts Act (SFS 1998:1479), or is registered on a securities
the section account in accordance with Section 18 Chapter 4 first paragraph
has a new item 6-8 in mentioned law, shall be assumed to be authorized to
name. carry-out the rights set forth in Section 39 Chapter 4 of the
Swedish Companies Act (2005:551).
Resolutions proposed by the Nomination Committee
Item 1 - Chair of the Annual General Meeting
Item 11A - Number of Board Members
The Nomination Committee proposes that the number of Board Members elected at the Annual General Meeting shall be six and that no alternate Board Members shall be appointed.
Item 11B - Number of auditors
The Nomination Committee proposes that a registered auditing firm shall be appointed as auditor, without any alternate auditors.
Item 12A - Fees to the Board of Directors
It is proposed that the following fees shall be paid to the Board of Directors and the auditor:
· Chair of the Board of Directors: unchanged
· Other Board Members not employed by the company: unchanged
It is proposed that the following fees shall be paid to the members of the committees of the Board of Directors:
· Chair of the Audit Committee: unchanged
· Other members of the Audit Committee: unchanged
· Chair of the Compensation Committee: unchanged
· Other members of the Compensation Committee: unchanged
Item 12B - Fees to the auditor
It is proposed that fees shall be paid to the company's auditor upon approval of invoices.
Item 13 - Election of Chair of the Board of Directors and other Board Members
The Nomination Committee proposes that the following Board Members be elected for the period until the end of the next Annual General Meeting:
Re-election of each of the Board Members
Item 14 - Election of auditor
In accordance with the Audit Committee's recommendation, it is proposed that PricewaterhouseCoopers AB is re-elected as auditor for the period until the end of the Annual General Meeting 2021. Subject to the approval by the shareholders of the Nomination Committee's proposal at the Annual General Meeting,
Item 20 - Resolution regarding instruction for the Nomination Committee
The Nomination Committee proposes that the instruction for the committee adopted at the 2017 Annual General Meeting is replaced with the below instruction, which shall be in force from now on.
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 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. The 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. Fees to the Board of Directors, allocated between the Chair and the other members, as well as any fees for committee work;
iii. Election of and fees to the auditor;
iv. Election of Chair at the Annual General Meeting;
v. 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
vi. Changes to this instruction.
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 rules
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 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. Changes to these instructions
This instruction shall remain in force until the general meeting resolves on any changes to it.
Item 21 - Election of members of the Nomination Committee
The Nomination Committee proposes that the general meeting elects the following Nomination Committee:
Other information
The resolutions proposed by the Board of Directors in items 18, 19 and 22 on the agenda require approval of at least two-thirds (2/3) of the shares represented and votes cast at the shareholders' meeting. Resolution pursuant to items 15 and 16 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 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 as members of
Financial statements and auditor statements, the Board of Directors' complete proposals regarding items 15-19 on the agenda as well as other information and documentation ahead of the Annual General Meeting will be made available at the company's offices no later than on
Personal data collected from the share register maintained by
____________________
Danderyd,
The Board of Directors
For further information, please contact:
Phone: +46 705 09 77 61
E-mail: andreas.koch@attendo.com
___________________________________________
https://news.cision.com/attendo/r/attendo-ab-publ----notice-of-annual-general-meeting,c3056589
https://mb.cision.com/Main/13398/3056589/1209016.pdf
(c) 2020 Cision. All rights reserved., source