Report from the Annual General Meeting of Humana AB held on May 10, 2022

2022-05-10 15:49

Humana AB held its annual general meeting on Tuesday, May 10, 2022. The main resolutions passed at the meeting were as follows.

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More detailed information about the contents of the resolutions may be obtained from the complete notice of the annual general meeting and the complete proposals. The notice and complete proposals are available on the company’s website, https://www.humanagroup.com/.

Adoption of balance sheets and profit and loss accounts

It was resolved 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 2021.

Allocations of the company’s results

It was resolved, in accordance with the board’s proposal, that the distributable profit of SEK 1,506,628,055 be fully balanced in a new account.

Discharge from liability

The meeting discharged the directors and the CEO from liability towards the company for the financial year 2021.

Directors and auditors

Karita Bekkellem, Kirsi Komi, Monica Lingegård, Sören Mellstig, Anders Nyberg and Fredrik Strömholm were re-elected as directors for the period until the end of the annual general meeting 2023.

Sören Mellstig was re-elected chair of the board.

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

Fees to the directors were resolved at the meeting in accordance with the following: SEK 725 000 for the chair of the board, and SEK 260 000 each for other directors elected by the general meeting. In addition, SEK 120 000 is payable to the chair of the audit committee, SEK 50 000 each to other members of the audit committee, and SEK 90 000 to the chair of the remuneration committee and SEK 40 000 to each other member of the remuneration committee.

It was resolved that fees would be paid to the auditor in accordance with approved invoices.

Remuneration report
It was resolved, in accordance with the board’s proposal, to approve the remuneration report.

Issue authorisation
It was resolved, in accordance with the board’s proposal, to authorise the board to, on one or more occasions until the next annual general meeting, 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, in accordance with the board’s proposal, to authorise the board to, on one or more occasions until the next annual general meeting, 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 shall be made on Nasdaq Stockholm and 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. The reasons for the 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.

Transfer of own shares may 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. The reasons for the 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.

Reduction of the share capital with retirement of repurchased own shares and increase of the share capital through a bonus issue
The meeting resolved, in accordance with the board's proposal, on a reduction of the share capital with retirement of repurchased own shares and an increase in the share capital through a bonus issue.

The retirement of shares shall be carried out without repayment and the bonus issue will be carried out without any new shares being issued.

The purpose of the reduction is to set aside funds for unrestricted shareholders’ equity. However, the funds will be returned to the share capital through a bonus issue. The effect of the measures under the joint decision is that the company's share capital is unchanged compared with the sum it amounted to before the reduction. The company's share capital will amount to SEK 1,180,890.32 and the number of registered shares will be 47,826,058, each with a quota value of approximately SEK 0.025.

For more information, please contact:

Ewelina Pettersson
, Investor relations manager, +46 73 074 79 12, Ewelina.Pettersson@humana.se

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 18,000 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 2021, Humana’s operating revenue was SEK 8,188m. Humana is listed on Nasdaq Stockholm and the company’s headquarters are located in Stockholm. Read more about Humana on: https://www.humanagroup.com/