Annual General Meeting in Humana

2021-04-01 08:00

The Board of Humana AB has resolved to convene an Annual General Meeting of shareholders to be held on Tuesday, 11 May 2021.

Download PDF

More information about the contents of the proposals may be obtained from the complete notice to the Annual General Meeting below. The notice is expected to be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website within the next few days.

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

English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.

 

NOTICE OF ANNUAL GENERAL MEETING OF HUMANA AB

The Annual General Meeting (the “Meeting”) of Humana AB will be held on Tuesday, May 11, 2021.

Due to the extraordinary situation as a result of Covid-19, the Meeting will be held in a different way than usual. In order to reduce the risk of spreading the new coronavirus and having regard to the authorities’ regulations and advice on avoiding public gatherings, the Meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place, i.e., the Meeting will be held without physical presence.

Information on the resolutions passed at the Meeting will be published on Tuesday, May 11, 2021, as soon as the result of the advance voting has been finally confirmed.

RIGHT TO ATTEND AND NOTIFICATION TO THE COMPANY

Anyone wishing to attend the Meeting through advance voting must

(i)            be entered as a shareholder in the share register kept by Euroclear Sweden AB as of Monday, May 3, 2021; and

(ii)           notify by casting its advance note in accordance with the instructions under the heading Advance voting below so that the advance voting form is received by the Company no later than Monday, May 10. 2021.

NOMINEE REGISTERED SHARES

To be entitled to attend the Meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder’s own name so that the holder is entered in the share register kept by Euroclear Sweden AB as of Wednesday, May 5, 2021, and the nominee should therefore be notified in due time before said date. Registration in this way may be temporary.

ADVANCE VOTING

The shareholders may only exercise their voting rights at the Meeting by voting in advance, so-called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for advance voting. The form is available on the Company’s website, https://www.humanagroup.com. The advance voting form is considered as the notification of participation.

The completed voting form, including relevant appendices, must be received by Euroclear Sweden AB (administering the forms on the Company's behalf) no later than Monday, May 10, 2021. The form shall in due time be submitted via e-mail to GeneralMeetingService@euroclear.com, or in original by post to Humana AB, “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm. Shareholders who are natural persons may also cast their advance votes electronically through BankID verification via Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxyThe 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.

In the advance voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter shall take place if the Meeting decides on it or if shareholders of at least one-tenth of all shares in the Company request it.

If the shareholder votes in advance by proxy, a signed and dated power of attorney shall be enclosed to the form. Forms of power-of-attorney in Swedish and English are available on the Company’s website, https://www.humanagroup.com. The form of power-of-attorney can also be received at the Company or ordered from Euroclear Sweden AB per phone as below. If the power-of-attorney is issued by a legal entity, a verified copy of the registration certificate or an equivalent authority document for the legal entity must be appended. The power-of-attorney and the registration certificate may not be older than one year. However, a longer period of validity may be specified on the power-of-attorney (although no longer than five years from the date of issue).

Further instructions and conditions are included in the advance voting form.

For questions about the Meeting or to have the advance voting form or any power-of-attorney sent by post, please contact Euroclear Sweden AB on phone number +46 8 402 91 60 (Monday-Friday 9.00 am – 4.00 pm).

Proposed Agenda

  1. Opening of the Meeting

  2. Election of Chair of the Meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to approve the minutes
  6. Examination of whether the Meeting has been duly convened
  7. Presentation of the annual report and auditor’s report, and also the group accounts and auditor’s report for the group
  8. Resolutions on:

  1. adoption of the profit and loss account and balance sheet, and also the consolidated profit and loss account and consolidated balance sheet;

  1. allocations of the Company’s results in accordance with the adopted balance sheet; and

  1. discharge from liability towards the Company for the Directors and the CEO for the financial year 2020

  1. Resolution on number of Directors

  2. Resolution on number of auditors
  3. Resolution on Directors’ fees
  4. Resolution on auditor’s fees
  5. Election of Directors and Chair of the Board
  6. Election of auditor
  7. Resolution on approval of the remuneration report
  8. Resolution on issue authorisation
  9. Resolutions on:

  1. authorisation for the Board to resolve on acquisition of own shares, and

  1. authorisation for the Board to resolve on transfer of own shares

  1. Resolution on amendment of the articles of association

  2. Closure of the Meeting

RESOLUTIONS PROPOSED BY the Nomination Committee

The Nomination Committee for the annual general meeting 2021 comprises the following members: Fredrik Strömholm, appointed by Impilo Care AB (Chair of the Committee); Alexander Kopp, appointed by Incentive AS; Mats Hellström, appointed by of Nordea Funds Ltd; Simone Hirschvogl, appointed by SEB Investment Management AB and Sören Mellstig, Chair of the Board of Humana.

The Nomination Committee presents the following proposals for the Annual General Meeting on May 11, 2021.                                                                                               

Election of Chair of the Meeting (item 2)

The Nomination Committee proposes that Sören Mellstig, Chairman of the Board, or if he is prevented from attending, the person the Nomination Committee proposes in his place, be elected to Chair the Meeting.

Resolution on number of Directors (item 9)

The Nomination Committee proposes that the Board is to be composed of six Directors elected at the Meeting, with no alternates, for the period until the next Annual General Meeting.

Resolution on number of auditors (item 10)

The Nomination Committee proposes that the Company have one auditor, with no alternate.

Resolution on Directors’ fees (item 11)

The Nomination Committee proposes fees to the Directors in accordance with the following: SEK 700,000 (600,000) for the Chair of the Board, and SEK 250,000 (230,000) each for other Directors elected by the General Meeting. In addition, SEK 120,000 (100,000) is payable to the Chair of the Audit Committee and SEK 40,000 (33,000) each to other members of the Audit Committee, SEK 60,000 (50,000) to the Chair of the Remuneration Committee and SEK 20,000 (16,500) to each other member of the Remuneration Committee.

The Nomination Committee proposes a total Directors’ fee of SEK 2,290,000 (2,278,500).

Resolution on auditor’s fees (item 12)

Fees will be paid to the auditor in accordance with approved invoice.

Election of Directors and chairman of the Board (item 13)

The Nomination Committee proposes re-election of Karita Bekkemellem, Kirsi Komi, Monica Lingegård, Sören Mellstig, Anders Nyberg and Fredrik Strömholm as Directors. The director Magdalena Gerger has declared that she is not available for re-election. It is proposed that Sören Mellstig be re-elected Chair of the Board. Information about proposed Board members is available on the Company’s website, https://www.humanagroup.com.

Election of auditor (item 14)

The Nomination Committee proposes that the registered audit company KPMG AB be reappointed auditor for the period until the end of the next Annual General Meeting of 2022.

The proposal of the Nomination Committee corresponds to the recommendation of the Audit Committee. Neither the Nomination Committee’s proposal nor the Audit Committee’s recommendation has been subject to the influence of a third party or subject to any terms in contract limiting the choice of auditor.

RESOLUTIONS PROPOSED BY THE BOARD

Preparation and approval of the voting list (item 3)

The voting list proposed for approval is the voting list that has been established by Euroclear Sweden AB on behalf of the Company, based on the share register and received advance votes, and controlled and approved by the persons elected to check the minutes.

Election of one or two persons to approve the minutes (item 5)

The Board proposes that Mats Hellström, representing Nordea Funds Ltd., and Fredrik Strömholm, representing Impilo Care AB or if one or both of them are unable to attend, the person or persons instead appointed by the CEO, are proposed to be elected to approve the minutes of the Meeting together with the Chair. The task of approving the minutes of the Meeting also includes verifying the voting list and that the postal votes received are correctly stated in the minutes of the Meeting.

Allocations of the Company’s results in accordance with the adopted balance sheet (item 8 b)

The Board proposes that the distributable profit of SEK 1,570,846,749 be fully balanced in a new account.

Resolution on adoption of guidelines for salary and other remuneration (item 15)

The Board proposes that the General Meeting resolve to approve the remuneration report on remuneration in accordance with Chapter 8 Section 53 a of the Swedish Companies Act.

Resolution on issue authorisation (item 16)

The Board proposes that the Meeting authorises the Board to resolve on issue of shares mainly in accordance with the following.

The Board is authorised to resolve to issue new shares on one or several occasions during the period up to the next Annual General Meeting. The issue may take place applying or disapplying shareholder 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.

A cash issue or issue by way of set-off that takes place with disapplication of shareholder pre-emption rights must take place on market terms.

The reason for the proposal and the right to disapply shareholder pre-emption rights is to allow flexibility in conjunction with potential acquisitions or the raising of capital.

Resolution on authorisation for the Board to resolve on acquisition of own shares (item 17 a)

The Board proposes that the Meeting authorises the Board to resolve on acquisition of own shares on one or several occasions during the period up to the next Annual General Meeting mainly in accordance with the following.

1.      Acquisition of own shares must be made on Nasdaq Stockholm.

2.      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.

3.      Acquisition of own shares on Nasdaq Stockholm shall be made in cash and at a price within the stock market price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sales price.

The reasons for the proposed authorisation to resolve on acquisition of own shares are to be able 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 to increase the flexibility for the Board in connection with potential future corporate acquisitions.

Resolution on authorisation for the Board to resolve on transfer of own shares (item 17 b)

The Board proposes that the Meeting authorises the Board to resolve on transfer of own shares on one or several occasions during the period up to the next annual general Meeting mainly in accordance with the following.

1.      Transfer of own shares may be made either on Nasdaq Stockholm or in another manner.

2.      Transfer of own shares may be made with disapplication from the shareholders’ pre emption rights.

3.      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.

4.      Transfer of own shares on Nasdaq Stockholm shall be made at a price within the stock market price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sales price. Transfer of own shares in another manner shall be made at a minimum price that shall be determined in close connection with the shares’ quoted price at the time of the Board’s resolution to transfer the shares.

5.      Payment for the transferred shares may be made in cash, by contribution in kind or by way set-off.

6.      The Board is entitled to determine the other terms and conditions of the transfer, which, however, shall be in accordance with market terms.

The reasons for the proposed authorisation to resolve on transfer of own shares and for the disapplication from the shareholders’ pre-emption rights are to be able to improve the Company’s capital structure and to increase the flexibility of the Board in connection to potential future corporate acquisitions, by facilitating fast and cost-efficient financing by divesting holdings of own shares.

Resolution on amendment of the articles of association (item 18)

The Board of Directors proposes that the Meeting resolves to amend the Articles of Association in accordance with the following:

§ 1

Present wording Proposed wording
The name of the Company (Sw. firma) is Humana AB. The company is a public limited liability company (publ). The name of the Company (Sw. företagsnamn) is Humana AB. The company is a public limited liability company (publ).
§ 9 Present wording Proposed wording
To be entitled to attend a general meeting, a shareholder shall be registered in the transcription or other form of the complete share register with the reference to the status five days, excluding Sundays and public holidays, before the Meeting. Shareholder must also notify the company no later than the day stated in the notice for the Meeting. This day must not be a Sunday, other general holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth day, excluding Sundays and public holidays, before the Meeting.A shareholder may be accompanied by one or two assistants at the general Meeting, but only if the shareholder has notified the company of the number of assistants in the manner prescribed in the paragraph above. To be entitled to attend a general meeting, a shareholder must notify the company no later than the day stated in the notice for the Meeting. This day must not be a Sunday, other general holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth day, excluding Sundays and public holidays, before the Meeting.A shareholder may be accompanied by one or two assistants at the General Meeting, but only if the shareholder has notified the company of the number of assistants in the manner prescribed in the paragraph above.
§ 13 New item is introduced Proposed wording
The Board of Directors may gather proxies according to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).The Board of Directors may, before a General Meeting, resolve that the shareholders shall be entitled to vote by post prior to the General Meeting.

SPECIAL MAJORITY REQUIREMENT

For decisions according to items 16 (issue authorisation), 17 a (authorisation on acquisition of own shares),17 b (authorisation on transfer of own shares), and 18 (amendment of articles of association) to be valid, each proposal must be agreed to by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.

DOCUMENTS

The complete documents in accordance with the Swedish Companies Act (2005:551) will be available at the Company, and on the Company’s website https://www.humanagroup.com as from Tuesday, April 20, 2021, at the latest, and will be sent immediately without charge to any shareholders who so request and state their postal address. The share register will be available at the Company at the above address. All documents, including the share register, will be provided by being held available accordingly.

INFORMATION

Shareholders have the right to request information on any circumstances that may influence determination of an item on the agenda or any circumstances which may affect the assessment of the Company’s financial position in accordance with Chapter 7 Section 32 and Section 57 of the Swedish Companies Act. Any shareholder wishing to submit such request in advance may do so in writing to the Company, Humana AB, Att: Investor Relations, Warfinges väg 39, 112 51 Stockholm, or via e-mail to arsstamma@humana.se, at the latest Saturday, May 1, 2021. The information is provided by kept available at the Company at Warfvinges väg 39, in Stockholm, and on the Company’s website, https://www.humanagroup.com, no later than on May 6, 2021, and will be sent to the shareholder if the shareholder’s address has been provided by the shareholder along with the request.

NUMBER OF SHARES AND VOTING RIGHTS

The total number of shares in the Company as of the date of this notice is 53,140,064 shares, representing a total of 53,140,064 voting rights. As of that date, the Company holds 5,017,059 of its own shares.

PROCESSING OF PERSONAL DATA

For information on how your personal data is processed, please see

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

____________

Stockholm March 2021

Humana AB

Board of Directors

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 16,000 employees in Sweden, Norway, Finland and Denmark providing care for 9,000 individuals and working to achieve the vision “Everyone is entitled to a good life”. In 2020, Humana’s operating revenue was SEK 7,797m. Humana is listed on Nasdaq Stockholm and the company’s headquarters are located in Stockholm. Read more about Humana on: http://humanagroup.com/