Report from the Annual General Meeting of Humana AB held on 18 May 2017

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Humana AB held its AGM on Thursday, 18 May 2017. 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 AGM and the complete proposals. The notice and complete proposals are available on the Company’s website, www.humana.se.

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 2016.

Dividend
In accordance with the Board’s proposal, it was resolved at the meeting that a dividend of SEK 0.5 per share would be paid, the record day being Monday 22 May 2017. Dividends are expected to be paid out by Euroclear Sweden AB on Friday 26 May 2017.

Discharge from liability
The meeting discharged the directors and the CEO from liability towards the Company for the financial year 2016.

Directors and auditors
Per Båtelson, Helen Fasth Gillstedt, Per Granath, Lloyd Perry and Ulrika Östlund were re-elected as directors. Kirsi Komi and Monica Lingegård were elected as directors. Per Båtelson was re-elected Chairman of the Board.

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

It was resolved at the meeting that fees would remain unchanged on SEK 600,000 for the Chairman of the Board, and SEK 230,000 each for other directors elected at the AGM that are not employees of the Company. In addition, SEK 100,000 is payable to the chair of the audit committee, SEK 20,000 each to other members of the audit committee, and SEK 12,500 to the chair of the remuneration committee as well as 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 AGM, 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 AGM, 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 must 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. Transfer of own shares must 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.

Alteration of the articles of association
It was resolved at the meeting to alter the articles of association, in accordance with the Board’s proposal.

For more information, please contact:
Cecilia Lannebo, Head of Investor Relations, +46 72-220 82 77, cecilia.lannebo@humana.se