NOTICE TO ATTENDO AB (PUBL)'S ANNUAL GENERAL MEETING

REG

Preconditions for participation

Shareholders who wish to participate in the meeting must be recorded in the register of shareholders maintained by Euroclear Sweden AB relating to the circumstances on 28 April 2025.

In addition, the shareholder must notify its intention to participate in the Annual General Meeting, in the manner set out below:

A shareholder who wishes to participate in the Annual General Meeting by voting in advance by so-called postal voting must notify its intention to participate by casting his/her advance vote in accordance with the instructions under the heading “Advance voting” below so that the advance vote is received by Computershare no later than 30 April 2025.
A shareholder who wishes to participate in the Annual General Meeting at the meeting venue in person or by proxy must notify the company no later than 30 April 2025 at www.attendo.com or by regular mail to Computershare AB ”Attendo AB Annual General Meeting”, P.O. Box 5267, SE-102 46 Stockholm, Sweden. Please state your name, personal ID or company registration number, address, telephone number and the number of assistants, if any.

To be entitled to participate in the meeting, shareholders whose shares are registered in the name of a nominee, must, in addition to notifying their intention to participate in the meeting, request that their shares are re-registered in their own names per 28 April 2025. Such registration (so called voting registration), which may be temporary, must be requested to be effected by the nominee in accordance with the nominees’ practices in such time that the nominee has determined. Voting registrations which are made no later than on the second banking day after 28 April 2025 will be considered in the preparation of the register of shareholders entitled to vote at the meeting.

Advance voting

A special form shall be used for advance voting. The form is available on Attendo’s website, www.attendo.com. In the case of advance voting only, no separate notification is required for the meeting.

The completed voting form must be received by Computershare no later than on 30 April 2025. The completed form shall be sent to Computershare AB ”Attendo AB Annual General Meeting”, P.O. Box 5267, SE-102 46 Stockholm, Sweden. The completed form may alternatively be submitted electronically either through BankID signing as per instructions available on www.attendo.com or via e-mail to proxy@computershare.se.

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

If a shareholder both votes in advance and registers to attend the meeting, the advance vote remains valid to the extent that the shareholder does not participate in a vote during the Annual General Meeting or otherwise withdraws the advance vote. If the shareholder chooses to participate in a vote during the Annual General Meeting, the vote cast will replace the previously submitted advance vote on that item of the agenda.

For questions, please contact Computershare on +46 (0) 771-24 64 00.

Proxies, etc.

If a shareholder votes in advance by proxy, a written and dated power of attorney must be attached to the advance voting form. If the shareholder is a legal person, a certificate of registration or equivalent document of authority must be attached to the form.

If a shareholder is represented by proxy at the venue of the meeting, a written and dated power of attorney, and registration certificate or equivalent document of authority for a legal person, shall be sent well in advance of the Annual General Meeting to Computershare, at the above address. Proxy forms are available at www.attendo.com.

Right for shareholders to receive information

Shareholders are reminded of their right to obtain information from the Board of Directors and CEO in accordance with Chapter 7, section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by regular mail to Attendo AB “Attendo AB Annual General Meeting” Vendevägen 85B, SE-182 17 Danderyd, Sweden, or by e-mail to attendoBoard@attendo.com.

Agenda

Opening of the meeting.
Election of the Chair of the Annual General Meeting.
Approval of the voting register.
Approval of the agenda.
Election of one or two persons to verify the minutes.
Determination of whether the meeting has been duly convened.
Presentation by the CEO.
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 Attendo group.
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 Attendo group.
Resolution on allocation of the company’s result in accordance with the approved balance sheet.
Resolution to discharge the Board Members and the CEO from liability.
Determination of:

The number of Board Members to be appointed by the Annual General Meeting.
The number of auditors.

Determination of:

The fee to be paid to the Board Members.
The fee to be paid to the auditor.

Election of Chair of the Board of Directors and other Board Members.
Election of auditor.
Resolution regarding the adoption of a new long-term incentive program for senior executives based on employee stock options (Employee Stock Option Program 2025).
1. Adoption of a new long-term incentive program based on employee stock options.
2. Acquisition and transfer of the company’s own shares in order to secure costs related to incentive programs.
3. Transfer of the company’s own shares to participants in incentive programs.
4. Entering into share-swap agreement with third party.
Resolution regarding adoption of a new long-term incentive program for senior executives and key employees based on performance shares (Performance Share Program 2025).
1. Adoption of a new long-term incentive program based on performance shares.
2. Acquisition and transfer of the company’s own shares in order to secure costs related to incentive programs.
3. Transfer of the company’s own shares to participants in incentive programs.
4. Entering into share-swap agreement with third party.
Presentation of the Board of Directors’ remuneration report for approval.
Resolution regarding:

Reduction of the share capital with cancellation of repurchased own shares.
Increase of the share capital through a bonus issue.

Resolution regarding authorization for the Board of Directors to resolve to issue new shares.
Resolution regarding authorization for the Board of Directors to resolve to repurchase and transfer own shares.
Resolution regarding repurchase and set-off offer regarding warrants of series 2020, including:
1. Approval of conditional offer to repurchase warrants.
2. Approval of transfer of own shares.
3. Approval of cash payment.
Resolution regarding repurchase and set-off offer regarding warrants of series 2022, including:
1. Approval of conditional offer to repurchase warrants.
2. Approval of transfer of own shares.
3. Approval of cash payment.
Resolution regarding repurchase and set-off offer regarding warrants of series 2023, including:
1. Approval of conditional offer to repurchase warrants.
2. Approval of transfer of own shares.
3. Approval of cash payment.
Resolution regarding repurchase and set-off offer regarding warrants of series 2024, including:
1. Approval of conditional offer to repurchase warrants.
2. Approval of transfer of own shares.
3. Approval of cash payment.
Election of members of the Nomination Committee.
Closing of the meeting.

Resolutions proposed by the Board of Directors

Item 10 – Resolution on allocation of the company’s result in accordance with the approved balance sheet

Dividends shall be carefully considered with regard to the objectives, scope and risks of the business, including investment opportunities and the company’s financial position. Attendo’s dividend policy is to distribute 30 per cent of adjusted earnings per share.

In 2024, Attendo has continued to strengthen its financial position. Against this background, the Board of Directors proposes to the Annual General Meeting 2025 that the company shall distribute SEK 1.20 per share, with record date 9 May 2025. If the meeting resolves in accordance with the proposal, the dividend is expected to be paid on 14 May 2025.
Item 16 - Resolution regarding the adoption of a new long-term incentive program for senior executives in the form of employee stock options (Employee Stock Option Program 2025)

A. Resolution to adopt a long-term incentive program to senior executives in the form of employee stock options

The Board of Directors proposes that the general meeting resolves to adopt a new long-term incentive program to executives in the Attendo group, by granting up to 537,887 employee stock options in accordance with the below (“Employee Stock Option Program 2025”).

In total, the Employee Stock Option Program 2025 includes a maximum of seven people. The program entails that senior executives are granted employee stock options free of charge. The employee stock options shall vest after approximately three years, after which the holder is entitled to exercise the employee stock options to acquire shares. To enable the company’s delivery of shares under the Employee Stock Option Program 2025, it is proposed under items 16 B and 16 C that the Board of Directors for the period until the next Annual General Meeting is authorized to resolve on the acquisition of own shares on Nasdaq Stockholm and the transfer of own shares on Nasdaq Stockholm as well as that the general meeting resolves on the transfer of own shares to the participants.

The rationale for the incentive program

The rationale for Employee Stock Option Program 2025 is to create opportunities to attract, motivate and retain competent senior executives in the Attendo group, increase the motivation of achieving a strong financial result as well as to align the targets of the participants with those of the company. The incentive program has been established on the basis that it is deemed desirable for senior executives of Attendo to have a long-term personal interest in Attendo’s development. By offering employee stock options based on the share price development, the participants are rewarded for increased shareholder value. Employee Stock Option Program 2025 also rewards employees’ continued loyalty and thereby the long-term value growth of the company. Accordingly, the Board of Directors considers that the introduction of Employee Stock Option Program 2025 will have a positive impact on the continued development of the Attendo group and is thus in favour of both the company and the shareholders in the company.

Terms for the employee stock options

The employee stock options shall be subject to the following conditions.

The employee stock options are granted free of charge.
Allocation presupposes that the acquisition of employee stock options can legally take place and that, in the opinion of the Board of Directors, it can take place with reasonable administrative and financial efforts. The Board of Directors shall decide on the allocation of employee stock options no later than 30 June 2025.
Each employee stock option entitles the holder to acquire one (1) share in Attendo at a pre-determined price, provided that the holder, with certain exceptions, is still employed within the Attendo group.
The price per share shall correspond to 110 percent of the average volume weighted share price for the company’s share as quoted on Nasdaq Stockholm during the period five trading days calculated from 12 May 2025, rounded to the nearest SEK 0.10, whereby SEK 0.05 shall be rounded upwards. However, the price shall not be less than the quota value of the share.
If, when the employee stock options are exercised to acquire shares, the closing price on the trading day immediately preceding the exercise exceeds 225 per cent of the pre-determined price per share, the price per share shall be increased by an amount equal to the amount by which the said share price exceeds 225 per cent of the pre-determined price.
The employee stock options vest over a period of just over three years from the date of allocation to participants and can be exercised during two periods: (i) during a period of two weeks from the day of publication of the interim report for the period 1 January – 30 June (Q2) 2028 and (ii) during a period of two weeks from the day of publication of the interim report for the period 1 January - 30 September (Q3) 2028.
The employee stock options shall not constitute securities and may not be transferred or pledged.
In accordance with customary conditions, the number of employee stock options will be recalculated should the company resolve on a share split, consolidation of shares, share issue, etc.
The employee stock options will be adjusted for extraordinary dividends, other than dividends in accordance with the dividend policy in force at the time, paid on Attendo shares.
The employee stock options can be issued by the parent company and other companies within the Attendo group.

Allocation of employee stock options

Allocation of employee stock options shall be made in a number corresponding to the value of a maximum of two months’ salary. Allocation requires the conclusion of an option agreement with Attendo.

The share price used for calculation of the number of employee stock options shall correspond to the volume-weighted average of the company’s share on Nasdaq Stockholm during a period of five trading days starting on 12 May 2025. The share price is then divided by the individual grant value to determine the total number of employee stock options granted to each participant.

Design and management

The Board of Directors shall be responsible for the detailed design and management of the Employee Stock Option Program 2025, subject to the stated conditions and guidelines. In connection therewith, the Board of Directors shall, if necessary, be entitled to make adjustments to meet specific rules or market conditions abroad. The Board of Directors shall also be entitled to make other adjustments if there are significant changes in the Attendo group or its business environment that would result in the decided terms and conditions under Performance Share Program 2025 no longer being appropriate.

Program scope and costs; effects on key performance indicators and dilution

The market value of the employee stock option is, according to a preliminary valuation based on a market value of the underlying share of SEK 62.03, SEK 8.71 per employee stock option, assuming a subscription price of SEK 68.20 per share. The Black & Scholes model has been used for the employee stock option valuation, assuming a risk-free interest rate of 2.3 percent and a volatility of 27 percent.

Employee Stock Option Program 2025 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 Attendo group’s cash flow. Social security contributions will be accounted for as cost in the income statement by regular provisions during the vesting period in accordance with ”UFR 7 IFRS 2 – Social security contributions for listed companies.”

Costs related to the employee stock options are assumed to amount to approximately SEK 4,685,000 per year, excluding social security contributions, calculated in accordance with IFRS 2 on the basis of the following assumptions: (i) that 537,887 employee stock options are allocated, (ii) that the share price at the start of the Employee Stock Option Program 2025 amounts to SEK 62.03 per share, and (iii) an estimated annual employee turnover of 0 percent. Based on the same assumptions as above, and assuming social security contributions of 31.4 percent in Sweden and 1.9 percent in Finland, a share price increase of 10 percent from the start of Employee Option Program 2025 until the employee options are exercised, the costs for social security contributions are estimated to amount to approximately SEK 2.7 million. Together with the IFRS 2 cost, this results in total estimated costs of approximately SEK 7.3 million.

In order to limit the costs for the Employee Stock Option Program 2025, the Board of Directors proposes that the company shall take hedging measures in the form of acquisition and transfer of own shares (item 16 B below). The Board of Directors further proposes that delivery of shares to participants in the company’s incentive program shall be made through transfer of own shares (item 16 C below), alternatively entering into swap agreements with third parties (item 16 D below).

Employee Option Program 2025 is expected to have a marginal impact on the company’s key ratios. The Board of Directors considers that the positive effects expected to follow from Employee Option Program 2025 outweigh the costs attributable to the program.

Employee Stock Option Program 2025 includes, assuming maximum allocation and maximum exercise, a total of 537,887 shares that may be allocated to the participants, entailing a dilution effect of approximately 0.34 percent of the number of shares and votes in the company (based on the total number of shares in Attendo as of the date of this notice).

Preparation of the proposal

The Employee Stock Option Program 2025 has been prepared by the company’s Board of Directors in consultation with external advisors based on an evaluation of previous incentive programs and prevailing market practice. The incentive program has been prepared by the Remuneration Committee of the Board of Directors and considered by the Board of Directors at meetings in early 2025. The proposal is supported by the company’s major shareholders.

Other share-based incentive programs, etc.

For a description of Attendo’s other share-based incentive programs, please refer to Attendo’s Annual Report for 2024 or the Board of Directors’ Remuneration Report for 2024.

B. Acquisition and transfer of the company’s own shares in order to secure costs related 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) acquisitions of Attendo’s shares on Nasdaq Stockholm; and on (ii) transfer of Attendo’s shares on Nasdaq Stockholm, or in a manner other than on Nasdaq Stockholm including the right to decide on waiver of the shareholders’ preferential rights. The company may acquire maximum so many shares that the company’s holding of own shares after the acquire amounts to a maximum of one-tenth of all the shares in the company. Acquisitions shall be made on Nasdaq Stockholm at a price within the spread registered on the exchange from time to time. The company may transfer a maximum of all own shares held at the time of the Board of Directors’ resolution to transfer shares.

The purpose of the proposal is to provide the Board of Directors the means to execute the company’s incentive programs and secure the costs, including the social security payments, related to incentive programs.

C. Transfer of the company’s own shares to participants in incentive programs.

The Board of Directors proposes that the Annual General Meeting resolves that transfer of own shares, in a maximum number of 537,887 (or the higher number that may follow from recalculation because of a split, bonus issue or similar action) shall be possible to participants in the company’s long-term incentive programs. Transfer of own shares to participants in incentive programs shall be made free of charge.

D. Entering into share-swap agreement with third party

The Board of Directors proposes that delivery of shares to participants in the company’s long-term incentive programs shall be possible to execute by entering into share-swap agreements with a third party. The Board of Directors will only use this possibility if the proposal in 16 C above (transfer of own shares) is not approved.

Item 17 – Resolution regarding adoption of a new long-term incentive program for senior executives and key employees based on performance shares (Performance Share Program 2025)

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 senior executives and key employees in the Attendo group (“Performance Share Program 2025”), in accordance with the terms and conditions set out below.

In total, Performance Share Program 2025 will be directed to not more than seven senior executives and 100 key employees in the Attendo group. Performance Share Program 2025 is a three-year performance-based program. Under the program, the participants will be granted, free of charge, performance-based share awards (“Share Awards”) that entitle to a maximum of 400,000 shares in Attendo (“Performance Shares”), in accordance with the terms stipulated below.

The rationale for the incentive program

The rationale for Performance Share Program 2025 is to create opportunities to attract, motivate and retain competent employees in the Attendo group as well as to align the targets of the employees with those of the company, both financial and sustainability related. The incentive program has further been established on the basis that it is deemed desirable for senior executives and key employees of Attendo to have a personal long-term interest in Attendo’s development. The Board of Directors considers that the implementation of an incentive program as described below will have a positive impact on the continued development of the Attendo group and is thus in favour of both the company and the shareholders in the company.

Conditions for Share Awards

The following conditions shall apply for the Share 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 2025 and no later than on 30 June 2025.
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) (i.e. during 2028), provided that the holder, with some exceptions, still is employed by the Attendo group.
A prerequisite for entitlement to receive shares based on Share Awards is that the performance conditions for Performance Share Program 2025 have been satisfied pursuant to the terms and conditions specified below.
The number of Share Awards encompassed by Performance Share Program 2025 will 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 Attendo’s dividend policy (as applicable from time to time), payable on the Attendo share.
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 Attendo group.

Performance conditions

The receipt of shares on the basis of the Share Awards will be subject to the fulfilment of financial and sustainability-related performance conditions as set out below (the “Performance Conditions”), in addition to the condition that the holder remains an employee in the Attendo group at the end of the vesting period.

Financial performance conditions

The financial performance conditions are based on targets for adjusted earnings per share and lease adjusted EBITA for the financial year 2025 for Attendo’s respective business area (Scandinavia and Finland, respectively), as determined by the Board of Directors.

Adjusted earnings per share shall mean the following: Profit or loss for the period attributable to the parent company shareholders excluding effects from amortization and impairment of acquisition related intangible assets, IFRS 16 as well as items affecting comparability related to divestments and strategic close downs as well as related tax items divided by the number of outstanding shares after dilution.

Lease adjusted EBITA (Earnings Before Interest, Taxes, and Amortization) shall mean the following: Operating profit before amortization of acquisition-related intangible assets, according to the previous reporting standard IAS 17, i.e. excluding the effects of the implementation of IFRS 16.

Sustainability-related performance conditions

The sustainability-related performance conditions are based on targets for customer satisfaction and employee satisfaction for Attendo’s respective business area (Scandinavia and Finland, respectively), for 2025, set by the Board of Directors.

Outcome and allocation

The allocation 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 target outcome in the Annual Report.

Allocation

Allocation of Share Awards to participants in the program (individual allocation) shall be made with (and be limited to) a value corresponding to a maximum of five months’ salary for the CEO, a maximum of four months’ salary for members of the Group Management and a maximum of two months’ salary for other participants.

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 2025. Several factors will be considered when deciding upon individual allocations in order to secure recruitment, retention and motivation, including position within Attendo, individual performance and total value of current remuneration package. Individual allocation cannot exceed the above-mentioned limit for allocation.

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 five trading days calculated from 12 May 2025. The share price is then divided by the individual granting value in order to arrive at the total number of Share Awards granted per participant.

Preparation and administration

The Board of Directors shall be responsible for preparing the detailed terms and conditions of Performance Share Program 2025, 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 Attendo group, or its operating environment, would result in a situation where the decided terms and conditions for Performance Share Program 2025 no longer are appropriate.

Prior to finally determining allocation of shares based on Share Awards, the Board of Directors shall assess whether the outcome of Performance Share Program 2025 is reasonable. This assessment will be conducted in relation to the company’s financial results and position, operational performance (with a particular focus on quality and customer satisfaction), market position as well as conditions in the stock market and other circumstances. Should the Board of Directors not consider the outcome reasonable, the number of shares to be allotted will be reduced.

Scope and costs for the program; effects on important key ratios and dilution

Performance Share Program 2025 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 Attendo group’s cash flow. Social security contributions will be accounted for as cost in the income statement by regular provisions during the vesting period in accordance with ”UFR 7 IFRS 2 – Social security contributions for listed companies.”

Under the assumption of allocation of maximum number of Share Awards for all participants, at a share price of SEK 62.03 at the time of allocation, that 50 per cent of the maximum number of Performance Shares is allotted, an annual increase of the share price by approximately 5 per cent as well as an annual employee turnover of 5 per cent during the vesting period, the total cost for Performance Share Program 2025, including social security contributions, is estimated to approximately SEK 13.1 million before tax. If the Performance Conditions are fully met, the annual increase of the share price is approximately 10 per cent and the annual employee turnover 5 per cent during the vesting period, the corresponding cost is estimated to approximately SEK 26.8 million before tax. Furthermore, there are certain additional costs related to the administration of the program. These costs are estimated to be limited.

Under the assumption of the maximum number of Share Awards being allocated and a maximum target fulfilment, Performance Share Program 2025 includes a total of 400,000 shares which may be allotted to the participants, implying a dilution effect of approximately 0.25 per cent of the number of shares and votes in the company (based on the total number of shares in Attendo at the date of this notice).

In order to reduce the costs of the program, the Board of Directors proposes that the company shall take hedging measures in the form of repurchases of shares and transfer of own shares (item 17 B below). The Board of Directors further proposes that delivery of shares to participants in the company’s incentive programs shall be made in the form of transfer of own shares (item 17 C below), or alternatively, by entering into a share-swap agreement with a third party (item 17 D below).

The Board of Directors considers the positive effects expected to result from Performance Share Program 2025 to outweigh the costs attributable to the program.

Preparation of the proposal

Performance Share Program 2025 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 2025. The proposal is supported by the company’s larger shareholders.

Other incentive programs

For a description of Attendo’s other share-related incentive programs, reference is made to the annual report 2024 or the Board of Directors’ remuneration report for 2024.

B. Acquisition and transfer of the company’s own shares in order to secure costs related to incentive programs

C. Transfer of own shares to participants in incentive programs

The Board of Directors proposes that the Annual General Meeting resolves that transfer of own shares, in a maximum number of 400,000 (or the higher number that may follow from recalculation because of a split, bonus issue or similar action) shall be possible to participants in the company’s long-term incentive programs. Transfer of own shares to participants in incentive programs shall be made free of charge.

D. Entering into share-swap agreement with third party

The Board of Directors proposes that delivery of shares to participants in the company’s long-term incentive programs shall be possible to execute by entering into share-swap agreements with a third party. The Board of Directors will only use this possibility if the proposal in 17 C above (transfer of own shares) is not approved.

Item 19 – Resolution regarding reduction of the share capital with cancellation of repurchased own shares and increase of the share capital through a bonus issue.

The Board of Directors proposes that general meeting resolves to reduce the share capital with cancellation of repurchased own shares and to increase the share capital through a bonus issue mainly as set out below. The resolutions are conditional upon each other; thus, the Board of Directors proposes that general meeting makes one joint resolution with respect to the proposals.

Reduction of the share capital with cancellation of repurchased own shares

The company’s share capital will be reduced as follows.

The company’s share capital will be reduced by SEK 49,210.480490.
The reduction will be made with cancellation of 8 907 064 of own shares.
The cancellation of shares will be made without any repayment.
The purpose of the reduction is to allocate means to unrestricted equity. The means will, however, be restored to the share capital in accordance with item 19 B below.

The Board of Directors states the following as an account under Chapter 20 Section 13 Paragraph 4 of the Swedish Companies Act. A resolution to reduce the share capital in accordance with this item requires neither the approval of the Swedish Companies Registration Office nor, in disputed cases, a court of general jurisdiction, since the company simultaneously will carry out a bonus issue meaning that neither the restricted equity nor the share capital will be reduced. The effect of the Board of Directors’ proposal under this item 19 A means that the company’s restricted equity and share capital will be reduced by SEK 49,210.480490. The effect of the Board of Directors’ proposal under item 19 B below means that the company’s restricted equity and share capital will be increased by SEK 49,210.480490. and thereby identical the amount before the reduction. The proposed resolution to carry out the bonus issue is set out in item 19 B below.

B. Increase of share capital through a bonus issue

To restore the share capital following the proposed reduction of share capital as set out in item 19 A, the share capital will be increased by a bonus issue of SEK 49,210.480490 by a transfer of SEK 49,210.480490 from the company’s unrestricted equity.

The bonus issue will take place without the issuing of new shares.

Following the resolutions under items 19 A and 19 B, the company’s share capital will total SEK 884,551.285108 and there will be 151,196,126 registered shares, each with a quota value of approximately SEK 0.005851.

Item 20 – 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 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 per cent. 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. If the Board of Directors resolves on an issue of shares without preferential rights for the shareholders, the issue shall be made on market terms.

Item 21 – 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 acquired without the company’s holding at any time exceeding 10 per cent of the total number of shares in the company. The shares shall be acquired on Nasdaq Stockholm and only at a price per share within the applicable price range, 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 applicable price range, 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 Board of Directors’ resolution regarding the transfer.

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 framework of the company’s incentive programs. The purpose of the authorization to transfer own shares is to enable the Board of Directors to make corporate acquisitions, enter into collaboration agreements or raise working capital.

Item 22 – Resolution regarding repurchase and set-off offer regarding warrants of series 2020

Background

At the Annual General Meeting in Attendo held on 15 April 2020, it was resolved to issue warrants as part of a long-term incentive program for senior executives within the Attendo group (”Warrant Program 2020”). Warrant Program 2020 comprises a total of 327,059 warrants (“Warrants of series 2020”) held by a total of five persons at the time of the Annual General Meeting.

Each Warrant of series 2020 entitles the holder to subscribe for one new share in Attendo during a period of two weeks from the day of publication of the company’s first interim report 2025 (”Subscription Period 2020:1”) and during a period of two weeks from the day of publication of the company’s third interim report 2025 (”Subscription Period 2020:2”). The outstanding Warrants of series 2020 entitle the holder to subscribe for shares in Attendo corresponding to a dilution of the existing number of shares of approximately 0.20 per cent (based on the total number of shares in the company as of the date of this notice).

The Board of Directors of Attendo now proposes that, in connection with the Subscription Period 2020:1 and Subscription Period 2020:2 for Warrant Program 2020, respectively, Attendo makes offers to holders of Warrants of series 2020 to transfer all Warrants of series 2020 to Attendo at a price corresponding to the transferred Warrants of series 2020:s market value, and where payment for the Warrants of series 2020 is made in the form of own shares in Attendo repurchased under the company’s share buy-back program (”Offer 2020:1” and ”Offer 2020:2”, respectively).

By participation in Offer 2020:1 and Offer 2020:2, which are voluntary, the need for holders of Warrants of series 2020 to finance the exercise price by, for example, selling shares in Attendo is reduced, and exercise of the Warrants of series 2020 is thereby facilitated. For Attendo, Offer 2020:1 and Offer 2020:2 mean that Attendo will not receive any subscription proceeds for the Warrants of series 2020 and that the dilution of the share capital and voting rights in Attendo for existing shareholders as a result of the exercise of the Warrants of series 2020 will not occur.

The Offer 2020:1 and the Offer 2020:2 do not entail any additional tax costs or transaction fees for Attendo. The repurchase transaction will not have any impact on Attendo’s equity given that Offer 2020:1 and Offer 2020:2 are conditional upon the Board of Directors finding that the conditions exist for the claim for consideration arising for the participants in connection with the acceptance of Offer 2020:1 and Offer 2020:2, respectively, to be used in set-off as payment for the own shares 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), meaning that available profits are not affected.

The Board’s proposals under this item have been prepared by the Board and its Remuneration Committee.

The resolution under 22 A shall be conditional upon the general meeting resolving to approve the transfer of own shares in accordance with item 22 B, or, if the required majority for a resolution under item 22 B cannot be reached, the payment of cash consideration in accordance with item 22 C below.

A. Approval of conditional offer to repurchase warrants

The Board of Directors of Attendo proposes that the Annual General Meeting resolves to approve that Attendo makes Offer 2020:1 and Offer 2020:2 to the holders of Warrants of series 2020 in accordance with the terms and conditions set out below.

A maximum of 327,059 Warrants of series 2020 outstanding under the Warrant Program 2020 shall be repurchasable.
The repurchase shall be made at the market value of the Warrants of series 2020, based on the closing price of the Attendo share on Nasdaq Stockholm on the day Offer 2020:1 and Offer 2020:2 are declared unconditional (see below). The calculation of the market value in Offer 2020:1 and Offer 2020:2, respectively, shall be carried out by an independent party based on customary valuation principles for warrants on the Swedish market (Black & Scholes).

Of the 327,059 Warrants of series 2020 outstanding under Warrant Program 2020, 158,730 are held by Attendo’s CEO.

Offer 2020:1 and Offer 2020:2 shall be conditional upon (i) the general meeting resolving to approve the Board of Directors’ proposal for transfer of own shares in accordance with item 22 B below and (ii) the Board of Directors finding that the conditions exist for the claim for consideration arising for the participants in connection with the acceptance of Offer 2020:1 and Offer 2020:2, respectively, to be used in set-off as payment for the own shares transferred in accordance with item 22 B below. The condition under (ii) above is expected to be fulfilled on 21 May 2025 and 1 August 2025, respectively, which is also expected to be the last day of the acceptance period for Offer 2020:1 and Offer 2020:2, respectively. Attendo does not intend to pay any cash consideration for the Warrants of series 2020 other than for any excess claim for consideration that could not be used for set-off. The Warrants of series 2020 repurchased by Attendo will either expire or be cancelled depending on what is deemed most appropriate.

Holders of Warrants of series 2020 who do not accept Offer 2020:1 or Offer 2020:2 may, without being affected by Offer 2020:1 or Offer 2020:2, exercise their Warrants of series 2020 for subscription of shares during the respective subscription period in accordance with the applicable terms and conditions for the Warrants of series 2020.

B. Approval of transfer of own shares

The Board of Directors of Attendo proposes that the Annual General Meeting resolves to approve the Board of Directors’ proposal to transfer a maximum of 327,059 own shares on the terms and conditions set out below (”Transfer 2020”). As stated above, the intention is that own shares shall be transferred as part of the implementation of a repurchase and set-off offer, which is why the number of shares finally transferred is intended to be determined based on the number of warrants submitted in Offer 2020:1 and Offer 2020:2, respectively, and the market value of the Warrants of series 2020 and Attendo’s share as of the last day of the acceptance period for Offer 2020:1 and Offer 2020:2, respectively.

The right to acquire shares shall be granted to participants in Warrant Program 2020 who have accepted Offer 2020:1 and Offer 2020:2, respectively.
The reason for the deviation from the shareholders’ preferential rights is to implement the repurchase and set-off offer which is deemed to be in favour of Attendo and the holders of Warrants of series 2020.
Transfer 2020 shall be conditional upon the Board of Directors declaring Offer 2020:1 and Offer 2020:2, respectively, in accordance with item 22 A above, unconditional. The condition is expected to be fulfilled on 21 May 2025 and 1 August 2025, respectively, which is also expected to be the last day of the acceptance period for Offer 2020:1 and Offer 2020:2, respectively.
The price per share shall correspond to the market value of the share based on the closing price of the Attendo share on Nasdaq Stockholm on the last day of the acceptance period for Offer 2020:1 and Offer 2020:2, respectively (as well as when Offer 2020:1 and Offer 2020:2, respectively, are expected to be declared unconditional by the Board of Directors).
Transfer of the own shares shall be made no earlier than the day after the last day of Subscription Period 2020:1 and 2020:2, respectively, and no later than within two weeks from the respective date. Payment for the shares shall be made in cash or by set-off. Payment for the shares shall be made immediately following the date on which the agreement is entered into and at the latest within five days of that date. Transfer shall be made to participants in Warrant Program 2020 who have accepted Offer 2020:1 and Offer 2020:2, respectively.

C. Acceptance of cash payments

The Board of Directors proposes that payment for repurchased warrants ma

y be made in cash. The Board of Directors intends to use this possibility only if the proposal under item 22 B above (transfer of own shares) is not approved.

Item 23 - Resolution regarding repurchase and set-off offer regarding warrants of series 2022

Background

At the Annual General Meeting in Attendo held on 26 April 2022, it was resolved to issue warrants as part of a long-term incentive program for senior executives within the Attendo group (”Warrant Program 2022”). Warrant Program 2022 comprises a total of 650,000 warrants (”Warrants of series 2022”) held by a total of six persons at the time of the Annual General Meeting.

Each Warrant of series 2022 entitles the holder to subscribe for one new share in Attendo (i) during a period of two weeks from the day of publication of the company’s second interim report 2025 (”Subscription Period 2022:1”), (ii) during a period of two weeks from the day of publication of the company’s third interim report 2025 (”Subscription Period 2022:2”), (iii) during a period of two weeks from the day of publication of the company’s year-end report 2025 (”Subscription Period 2022:3”), and (iv) during a period of two weeks from the day of publication of the company’s first interim report 2026 (”Subscription Period 2022:4”). The outstanding Warrants of series 2022 entitle the holder to subscribe for shares in Attendo corresponding to a dilution of the existing number of shares of approximately 0.41 percent (based on the total number of shares in the company as of the date of this notice). The Board of Directors of Attendo now proposes that, in connection with the Subscription Period 2022:1, Subscription Period 2022:2, Subscription Period 2022:3 and Subscription Period 2022:4 for Warrant Program 2022, respectively, Attendo makes offers to holders of Warrants of series 2022 to transfer all Warrants of series 2022 to Attendo at a price corresponding to the transferred Warrants of series 2022:s market value, and where payment for the Warrants of series 2022 is made in the form of own shares in Attendo repurchased under the company’s share buy-back program (”Offer 2022:1”, ”Offer 2022:2”, ”Offer 2022:3”, and ”Offer 2022:4”, respectively).

By participating in Offer 2022:1, Offer 2022:2, Offer 2022:3 and Offer 2022:4, which are voluntary, the need for holders of Warrants of series 2022 to finance the exercise price by, for example, selling shares in Attendo is reduced, and exercise of the Warrants of series 2022 is thereby facilitated. For Attendo, Offer 2022:1, Offer 2022:2, Offer 2022:3 and Offer 2022:4 mean that Attendo will not receive any subscription proceeds for the Warrants of series 2022 and that the dilution of the share capital and voting rights in Attendo for existing shareholders as a result of the exercise of the Warrants of series 2022 will not occur.

The Offer 2022:1, the Offer 2022:2, the Offer 2022:3 and the Offer 2022:4 do not entail any additional tax costs or transaction fees for Attendo. The repurchase transaction will not have any impact on Attendo’s equity given that Offer 2022:1, Offer 2022:2, Offer 2022:3 and Offer 2022:4 are conditional upon the Board of Directors finding that the conditions exist for the claim for consideration arising for the participants in connection with the acceptance of Offer 2022:1, Offer 2022:2, Offer 2022:3 and Offer 2022:4, respectively, to be used in set-off as payment for the own shares 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), meaning that available profits are not affected.

The Board’s proposals under this item have been prepared by the Board and its Remuneration Committee.

The resolution under 23 A shall be conditional upon the general meeting resolving to approve the transfer of own shares in accordance with item 23 B, or, if the required majority for a resolution under item 23 B cannot be reached, the payment of cash consideration in accordance with item 23 C below.

A. Approval of conditional offer to repurchase warrants

The Board of Directors of Attendo proposes that the Annual General Meeting resolves to approve that Attendo makes Offer 2022:1, Offer 2022:2, Offer 2022:3 and Offer 2022:4 to the holders of Warrants of series 2022 in accordance with the terms and conditions set out below.

A maximum of 650,000 Warrants of series 2022 outstanding under the Warrant Program 2022 shall be repurchasable.
The repurchase shall be made at the market value of the Warrants of series 2022, based on the closing price of the Attendo share on Nasdaq Stockholm on the day Offer 2022:1, Offer 2022:2, Offer 2022:3 and Offer 2022:4 are declared unconditional (see below). The calculation of the market value in Offer 2022:1, Offer 2022:2, Offer 2022:3 and Offer 2022:4, respectively, shall be carried out by an independent party based on customary valuation principles for warrants on the Swedish market (Black & Scholes).

Of the 650,000 Warrants of series 2022 outstanding under Warrant Program 2022, 300,000 are held by Attendo’s CEO.

Offer 2022:1, Offer 2022:2, Offer 2022:3 and Offer 2022:4 shall be conditional upon (i) the general meeting resolving to approve the Board of Directors’ proposal for transfer of own shares in accordance with item 23 B below and (ii) the Board of Directors finding that the conditions exist for the claim for consideration arising for the participants in connection with the acceptance of Offer 2022:1, Offer 2022:2, Offer 2022:3, and Offer 2022:4, respectively, to be used in set-off as payment for the own shares transferred in accordance with item 23 B below. The condition under (ii) above is expected to be fulfilled on 1 August 2025, 7 November 2025, on or around 18 February 2026 and on or around 20 May 2026 (note that the financial calendar for 2026 has not yet been set), respectively, which is also expected to be the last day of the acceptance period for Offer 2022:1, Offer 2022:2, Offer 2022:3 and Offer 2022:4, respectively. Attendo does not intend to pay any cash consideration for the Warrants of series 2022 other than for any excess claim for consideration that could not be used for set-off. The Warrants of series 2022 repurchased by Attendo will either expire or be cancelled, depending on what is deemed most appropriate.

Holders of Warrants of series 2022 who do not accept Offer 2022:1, Offer 2022:2, Offer 2022:3, and Offer 2022:4, respectively, may, without being affected by Offer 2022:1, Offer 2022:2, Offer 2022:3, and Offer 2022:4, exercise their Warrants of series 2022 for subscription of shares during the respective subscription period in accordance with the applicable terms and conditions for the Warrants of series 2022.

B. Approval of transfer of own shares

The Board of Directors of Attendo proposes that the Annual General Meeting resolves to approve the Board of Directors’ proposal to transfer a maximum of 650,000 own shares on the terms and conditions set out below (”Transfer 2022”). As stated above, the intention is that own shares shall be transferred as part of the implementation of a repurchase and set-off offer, which is why the number of shares finally transferred is intended to be determined based on the number of warrants submitted in Offer 2022:1, Offer 2022:2, Offer 2022:3, and Offer 2022:4, respectively, and the market value of the Warrants of series 2022 and Attendo’s share as of the last day of the acceptance period for Offer 2022:1, Offer 2022:2, Offer 2022:3, and Offer 2022:4, respectively.

The right to acquire shares shall be granted to participants in Warrant Program 2022 who have accepted Offer 2022:1, Offer 2022:2, Offer 2022:3 and Offer 2022:4, respectively.
The reason for the deviation from the shareholders’ preferential rights is to implement the repurchase and set-off offer which is deemed to be in favour of Attendo and the holders of Warrants of series 2022.
Transfer 2022 shall be conditional upon the Board of Directors declaring Offer 2022:1, Offer 2022:2, Offer 2022:3, and Offer 2022:4, respectively, in accordance with item 23 A above unconditional. The condition is expected to be fulfilled on 1 August 2025, 7 November 2025, on or around 18 February 2026 and on or around 20 May 2026 (note that the financial calendar for 2026 has not yet been set), respectively, which is also expected to be the last day of the acceptance period for Offer 2022:1, Offer 2022:2, Offer 2022:3 and Offer 2022:4, respectively.
The price per share shall correspond to the market value of the share based on the closing price of the Attendo share on Nasdaq Stockholm on the last day of the acceptance period for Offer 2022:1, Offer 2022:2, Offer 2022:3, and Offer 2022:4, respectively (as well as when Offer 2022:1, Offer 2022:2, Offer 2022:3, and Offer 2022:4, respectively, are expected to be declared unconditional by the Board of Directors).
Transfer of the own shares shall be made no earlier than the day after the last day of Subscription Period 2022:1, 2022:2, 2022:3 and 2022:4, respectively, and no later than within two weeks from the respective date. Payment for the shares shall be made in cash or by set-off. Payment for the shares shall be made immediately following the date on which the agreement is entered into and at the latest within five days of that date. Transfer shall be made to participants in Warrant Program 2022 who have accepted Offer 2022:1, Offer 2022:2, Offer 2022:3 and Offer 2022:4, respectively.

C. Acceptance of cash payments

The Board of Directors proposes that payment for repurchased warrants may be made in cash. The Board of Directors intends to use this possibility only if the proposal under item 23 B above (transfer of own shares) is not approved.

Item 24 - Resolution regarding repurchase and set-off offer regarding warrants of series 2023

Background

At the Annual General Meeting in Attendo held on 26 April 2023, it was resolved to issue warrants as part of a long-term incentive program for senior executives within the Attendo group (”Warrant Program 2023”). Warrant Program 2023 comprises a total of 291,948 warrants (”Warrants of series 2023”) held by a total of five persons at the time of the Annual General Meeting.

Each Warrant of series 2023 entitles the holder to subscribe for one new share in Attendo during (i) during a period of two weeks from the day of publication of the company’s second interim report 2026 (”Subscription Period 2023:1”), and (ii) during a period of two weeks from the day of publication of the company’s third interim report 2026 (”Subscription Period 2023:2”). The outstanding Warrants of series 2024 entitle the holder to subscribe for shares in Attendo corresponding to a dilution of the existing number of shares of approximately 0.18 percent (based on the total number of shares in the company as of the date of this notice). The Board of Directors of Attendo now proposes that, in connection with the Subscription Period 2023:1 and Subscription Period 2023:2 for Warrant Program 2023, respectively, Attendo makes offers to holders of Warrants of series 2024 to transfer all Warrants of series 2023 to Attendo at a price corresponding to the transferred Warrants of series 2023:s market value, and where payment for the Warrants of series 2023 is made in the form of own shares in Attendo repurchased under the company’s share buy-back program (”Offer 2023:1” and ”Offer 2023:2”, respectively).

By participating in Offer 2023:1 and Offer 2023:2, which are voluntary, the need for holders of Warrants of series 2024 to finance the exercise price by, for example, selling shares in Attendo is reduced, and exercise of the Warrants of series 2023 is thereby facilitated. For Attendo, Offer 2023:1 and Offer 2023:2 mean that Attendo will not receive any subscription proceeds for the Warrants of series 2023 and that the dilution of the share capital and voting rights in Attendo for existing shareholders as a result of the exercise of the Warrants of series 2023 will not occur.

The Offer 2023:1 and the Offer 2023:2 do not entail any additional tax costs or transaction fees for Attendo. The repurchase transaction will not have any impact on Attendo’s equity given that Offer 2023:1 and Offer 2023:2 are conditional upon the Board of Directors finding that the conditions exist for the claim for consideration arising for the participants in connection with the acceptance of Offer 2023:1 and Offer 2023:2, respectively, to be used in set-off as payment for the own shares 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), meaning that available profits are not affected.

The Board’s proposals under this item have been prepared by the Board and its Remuneration Committee.

The resolution under 24 A shall be conditional upon the general meeting resolving to approve the transfer of own shares in accordance with item 24 B, or, if the required majority for a resolution under item 24 B cannot be reached, the payment of cash consideration in accordance with item 24 C below.

A. Approval of conditional offer to repurchase warrants

The Board of Directors of Attendo proposes that the Annual General Meeting resolves to approve that Attendo makes Offer 2023:1 and Offer 2023:2 to the holders of Warrants of series 2023 in accordance with the terms and conditions set out below.

A maximum of 291,948 Warrants of series 2023 outstanding under the Warrant Program 2023 shall be repurchasable.
The repurchase shall be made at the market value of the Warrants of series 2023, based on the closing price of the Attendo share on Nasdaq Stockholm on the day Offer 2023:1 and Offer 2023:2 are declared unconditional (see below). The calculation of the market value in Offer 2023:1 and Offer 2023:2, respectively, shall be carried out by an independent party based on customary valuation principles for warrants on the Swedish market (Black & Scholes).

Of the 291,948 Warrants of series 2023 outstanding under Warrant Program 2023, 130,000 are held by Attendo’s CEO.

Offer 2023:1 and Offer 2023:2 shall be conditional upon (i) the general meeting resolving to approve the Board of Directors’ proposal for transfer of own shares in accordance with item 24 B below and (ii) the Board of Directors finding that the conditions exist for the claim for consideration arising for the participants in connection with the acceptance of Offer 2023:1 and Offer 2023:2, respectively, to be used in set-off as payment for the own shares transferred in accordance with item 24 B below. The condition under (ii) above is expected to be fulfilled on or around 5 August 2026 and on or around 5 November 2026 (note that the financial calendar for 2026 has not yet been set), respectively, which is also expected to be the last day of the acceptance period for Offer 2023:1 and Offer 2023:2, respectively. Attendo does not intend to pay any cash consideration for the Warrants of series 2023 other than for any excess claim for consideration that could not be used for set-off. The Warrants of series 2023 repurchased by Attendo will either expire or be cancelled depending on what is deemed most appropriate.

Holders of Warrants of series 2023 who do not accept Offer 2023:1 or Offer 2023:2 may, without being affected by Offer 2023:1 or Offer 2023:2, exercise their Warrants of series 2023 for subscription of shares during the respective subscription period in accordance with the applicable terms and conditions for the Warrants of series 2023.

B. Approval of transfer of own shares

The Board of Directors of Attendo proposes that the Annual General Meeting resolves to approve the Board of Directors’ proposal to transfer a maximum of 291,948 own shares on the terms and conditions set out below (”Transfer 2023”). As stated above, the intention is that own shares shall be transferred as part of the implementation of a repurchase and set-off offer, which is why the number of shares finally transferred is intended to be determined based on the number of warrants submitted in Offer 2023:1 and Offer 2023:2, respectively, and the market value of the Warrants of series 2023 and Attendo’s share as of the last day of the acceptance period for Offer 2023:1 and Offer 2023:2, respectively.

The right to acquire shares shall be granted to participants in Warrant Program 2023 who have accepted Offer 2023:1 and Offer 2023:2, respectively.
The reason for the deviation from the shareholders’ preferential rights is to implement the repurchase and set-off offer which is deemed to be in favour of Attendo and the holders of Warrants of series 2023.
Transfer 2023 shall be conditional upon the Board of Directors declaring the Offer 2023:1 and Offer 2023:2, respectively, in accordance with item 24 A above, unconditional. The condition is expected to be fulfilled on or around 5 August 2026 and on or around 5 November 2026 (note that the financial calendar for 2026 has not yet been set), respectively, which is also expected to be the last day of the acceptance period for Offer 2023:1 and Offer 2023:2, respectively.
The price per share shall correspond to the market value of the share based on the closing price of the Attendo share on Nasdaq Stockholm on the last day of the acceptance period for Offer 2023:1 and Offer 2023:2, respectively (as well as when Offer 2023:1 and Offer 2023:2, respectively, are expected to be declared unconditional by the Board of Directors).
Transfer of the own shares shall be made no earlier than the day after the last day of Subscription Period 2023:1 and 2023:2, respectively, and no later than within two weeks from the respective date. Payment for the shares shall be made in cash or by set-off. Payment for the shares shall be made immediately following the date on which the agreement is entered into and at the latest within five days of that date. Transfer shall be made to participants in Warrant Program 2023 who have accepted Offer 2023:1 and Offer 2023:2, respectively.

C. Acceptance of cash payments

The Board of Directors proposes that payment for repurchased warrants may be made in cash. The Board of Directors intends to use this possibility only if the proposal under item 24 B above (transfer of own shares) is not approved.

Item 25 - Resolution regarding repurchase and set-off offer regarding warrants of series 2024

Background

At the Annual General Meeting in Attendo held on 25 April 2024, it was resolved to issue warrants as part of a long-term incentive program for senior executives within the Attendo group (”Warrant Program 2024”). Warrant Program 2024 comprises a total of 280,000 warrants (”Warrants of series 2024”) held by a total of four persons at the time of the Annual General Meeting.

Each Warrant of series 2024 entitles the holder to subscribe for one new share in Attendo (i) during a period of two weeks from the day of publication of the company’s second interim report 2027 (”Subscription Period 2024:1”), and (ii) during a period of two weeks from the day of publication of the company’s third interim report 2027 (”Subscription Period 2024:2”). The outstanding Warrants of series 2024 entitle the holder to subscribe for shares in Attendo corresponding to a dilution of the existing number of shares of approximately 0.17 percent (based on the total number of shares in the company as of the date of this notice). The Board of Directors of Attendo now proposes that, in connection with the Subscription Period 2024:1 and Subscription Period 2024:2 for Warrant Program 2024, respectively, Attendo makes offers to holders of Warrants of series 2024 to transfer all Warrants of series 2024 to Attendo at a price corresponding to the transferred Warrants of series 2024:s market value, and where payment for the Warrants of series 2024 is made in the form of own shares in Attendo repurchased under the company’s share buy-back program (”Offer 2024:1” and ”Offer 2024:2”, respectively).

By participating in Offer 2024:1 and Offer 2024:2, which are voluntary, the need for holders of Warrants of series 2024 to finance the exercise price by, for example, selling shares in Attendo is reduced, and exercise of the Warrants of series 2024 is thereby facilitated. For Attendo, Offer 2024:1 and Offer 2024:2 mean that Attendo will not receive any subscription proceeds for the Warrants of series 2024 and that the dilution of the share capital and voting rights in Attendo for existing shareholders as a result of the exercise of the Warrants of series 2024 will not occur.

The Offer 2024:1 and the Offer 2024:2 do not entail any additional tax costs or transaction fees for Attendo. The repurchase transaction will not have any impact on Attendo’s equity given that Offer 2024:1 and Offer 2024:2 are conditional upon the Board of Directors finding that the conditions exist for the claim for consideration arising for the participants in connection with the acceptance of Offer 2024:1 and Offer 2024:2, respectively, to be used in set-off as payment for the own shares 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), meaning that available profits are not affected.

The Board’s proposals under this item have been prepared by the Board and its Remuneration Committee.

The resolution under 25 A shall be conditional upon the general meeting resolving to approve the transfer of own shares in accordance with item 25 B, or, if the required majority for a resolution under item 25 B cannot be reached, the payment of cash consideration in accordance with item 25 C below.

A. Approval of conditional offer to repurchase warrants

The Board of Directors of Attendo proposes that the Annual General Meeting resolves to approve that Attendo makes Offer 2024:1 and Offer 2024:2 to the holders of Warrants of series 2024 in accordance with the terms and conditions set out below.

A maximum of 280,000 Warrants of series 2024 outstanding under Warrant Program 2024 shall be repurchasable.
The repurchase shall be made at the market value of the Warrants of series 2024, based on the closing price of the Attendo share on Nasdaq Stockholm on the day Offer 2024:1 and Offer 2024:2 are declared unconditional (see below). The calculation of the market value in Offer 2024:1 and Offer 2024:2, respectively, shall be carried out by an independent party based on customary valuation principles for warrants on the Swedish market (Black & Scholes).

Of the 280,000 Warrants of series 2024 outstanding under Warrant Program 2024, 125,000 are held by Attendo’s CEO.

Offer 2024:1 and Offer 2024:2 shall be conditional upon (i) the general meeting resolving to approve the Board of Directors’ proposal for transfer of own shares in accordance with item 25 B below and (ii) the Board of Directors finding that the conditions exist for the claim for consideration arising for the participants in connection with the acceptance of Offer 2024:1 and Offer 2024:2, respectively, to be used in set-off as payment for the own shares transferred in accordance with item 25 B below. The condition under (ii) above is expected to be fulfilled on or around 6 August 2027 and on or around 5 November 2027 (note that the financial calendar for 2027 has not yet been set), respectively, which is also expected to be the last day of the acceptance period for Offer 2024:1 and Offer 2024:2, respectively. Attendo does not intend to pay any cash consideration for the Warrants of series 2024 other than for any excess claim for consideration that could not be used for set-off. The Warrants of series 2024 repurchased by Attendo will either expire or be cancelled, depending on what is deemed most appropriate.

Holders of Warrants of series 2024 who do not accept Offer 2024:1 or Offer 2024:2 may, without being affected by Offer 2024:1 or Offer 2024:2, exercise their Warrants of series 2024 for subscription of shares during the respective subscription period in accordance with the applicable terms and conditions for the Warrants of series 2024.

B. Approval of transfer of own shares

The Board of Directors of Attendo proposes that the Annual General Meeting resolves to approve the Board of Directors’ proposal to transfer a maximum of 280,000 own shares on the terms and conditions set out below (”Transfer 2024”). As stated above, the intention is that own shares shall be transferred as part of the implementation of a repurchase and set-off offer, which is why the number of shares finally transferred is intended to be determined based on the number of warrants submitted in Offer 2024:1 and Offer 2024:2, respectively, and the market value of the Warrants of series 2024 and Attendo’s share as of the last day of the acceptance period for Offer 2024:1 and Offer 2024:2, respectively.

The right to acquire shares shall be granted to participants in Warrant Program 2024 who have accepted Offer 2024:1 and Offer 2024:2, respectively.
The reason for the deviation from the shareholders’ preferential rights is to implement the repurchase and set-off offer which is deemed to be in favour of Attendo and the holders of Warrants of series 2024.
Transfer 2024 shall be conditional upon the Board of Directors declaring Offer 2024:1 and Offer 2024:2, respectively, in accordance with item 25 A, unconditional. The condition is expected to be fulfilled on or around 6 August 2027 and on or around 5 November 2027 (note that the financial calendar for 2027 has not yet been set), respectively, which is also expected to be the last day of the acceptance period for Offer 2024:1 and Offer 2024:2, respectively.
The price per share shall correspond to the market value of the share based on the closing price of the Attendo share on Nasdaq Stockholm on the last day of the acceptance period for Offer 2024:1 and Offer 2024:2, respectively (as well as when Offer 2024:1 and Offer 2024:2, respectively, are expected to be declared unconditional by the Board of Directors).
Transfer of the own shares shall be made no earlier than the day after the last day of Subscription Period 2024:1 and 2024:2, respectively, and no later than within two weeks from the respective date. Payment for the shares shall be made in cash or by set-off. Payment for the shares shall be made immediately following the date on which the agreement is entered into and at the latest within five days of that date. Transfer shall be made to participants in Warrant Program 2024 who have accepted Offer 2024:1 and Offer 2024:2, respectively.

C. Acceptance of cash payments

The Board of Directors proposes that payment for repurchased warrants may be made in cash. The Board of Directors intends to use this possibility only if the proposal under item 25 B above (transfer of own shares) is not approved.

Resolutions proposed by the Nomination Committee

Attendo’s Nomination Committee, which consists of the Chair of the Nomination Committee Peter Hofvenstam (nominated by Nordstjernan), Niklas Antman (nominated by Incentive) and Anssi Soila (nominated by Pertti Karjalainen) proposes the following:

Item 2 – Chair of the Annual General Meeting

The Nomination Committee proposes that the Chair of the Board, Ulf Mattsson, is elected as Chair of the Annual General Meeting 2025.

Item 12A – Number of Board Members

The Nomination Committee proposes that the number of Board Members elected by the Annual General Meeting shall be eight ordinary members and that no alternate Board Members shall be appointed.

Item 12B – Number of auditors

The Nomination Committee proposes that a registered audit firm shall be appointed as auditor, without any alternate auditors.

Item 13A – Fees to the Board of Directors

The Nomination Committee proposes that Board fees be paid at a total of SEK 3,740,000 (SEK 3,193,000), as follows:

It is proposed that the following fees shall be paid to the Board of Directors:

Chair of the Board of Directors: SEK 1,080,000 (SEK 1,030,000)
Other Board Members: SEK 380,000 (SEK 360,500)

In addition, it is proposed that the following special fees shall be paid to the members of the committees of the Board of Directors:

Chair of the Audit Committee: SEK 216,000 (SEK 206,000)
Other members of the Audit Committee: SEK 92,000 (SEK 87,500)

Chair of the Compensation Committee: SEK 108,000 (SEK 103,000)
Other members of the Compensation Committee: SEK 54,000 (SEK 51,500).

Item 13B – Fees to the auditor

The Nomination Committee proposes that the general meeting resolves that the fees to the auditor, as in previous years, shall be paid upon approval of invoices.

Item 14 – Election of Chair of the Board of Directors and other Board Members

For the period until the end of the next Annual General Meeting, the Nomination Committee proposes re-election of Catarina Fagerholm (Board member since 2016), Tobias Lönnevall (Board member since 2016), Ulf Mattsson (Board member since 2022), Suvi-Anne Siimes (Board member since 2020), Per Josefsson (Board member since 2023), Nora F. Larssen (Board member since 2023) and Antti Ylikorkala (Board member since 2023). It is further proposed to elect Hugo Lewné.

The Nomination Committee proposes re-election of Ulf Mattsson as Chair of the Board.

Information about the Board members proposed to be re-elected is available on the company’s website: https://www.attendo.com/en/corporate-governance/Board-of-directors/ and information on the Board member proposed for election is set out below.

Hugo Lewné

Year of birth: 1978

Principal education and work experience: Master of Business Administration. Founder and CEO of Prima Vård Group since 2009. Previously Fund Manager, Swedbank Robur, Fund Manager, SEB Investment Management and Fund Manager, Alfred Berg Kapitalförvaltning.

Other current material assignments: CEO of the Prima Vård Group

Prima Vård is a healthcare company with around 150 local healthcare units founded by Hugo Lewné together with his father. The company has around 500,000 listed patients in half of Sweden’s regions. Nordstjernan has been the main shareholder since 2018, with Hugo Lewné as a minority shareholder.

Shareholding in Attendo: 0.

Independence in relation to:

- The company and its management: Yes

- The company’s major shareholders: Yes

Item 15 – Election of auditor

The Nomination Committee proposes re-election of the audit firm PwC (PricewaterhouseCoopers AB) for the period until the end of the Annual General Meeting 2026. Provided that the Annual General Meeting approves the Nomination Committee’s proposal, PwC has informed the Nomination Committee and the company that the authorized public accountant Erik Bergh will remain as the auditor-in-charge. The proposal is in line with the recommendation of the Audit Committee.

Item 26 – Election of members of the Nomination Committee

The company’s larger shareholders have notified the Nomination Committee of their intention to propose that the Annual General Meeting elects the following Nomination Committee: Peter Hofvenstam (nominated by Nordstjernan), Niklas Antman (nominated by Incentive), Anssi Soila (nominated by Pertti Karjalainen) and Bo Börtemark (nominated by Jofam) as members of the Nomination Committee, with Peter Hofvenstam as Chair of the Nomination Committee. The shareholders proposed to be represented in the Nomination Committee represent approximately 35.12 per cent of the shares and the votes in the company.

Other information

The resolutions proposed by the Board of Directors in items 16 B, 17 B, 19 and 21 on the agenda require approval of at least two-thirds (2/3) of the shares represented and votes cast at the shareholders’ meeting. Resolutions pursuant to items 16 C, 17 C, 22 B, 23 B, 24 B and 25 B 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 or other formal requirements and otherwise take such actions that are required to execute the resolutions.

Shares and voting rights

At the date of this notice, there are 160,103,190 shares in Attendo. All shares are of the same class and one (1) share entitles the holder to one (1) vote at general meetings. As of 24 March 2025, Attendo holds 9,878,030 own shares that cannot be represented at the general meeting.

Further information

Information about all of the individuals proposed to be re-elected as members of Attendo AB (publ)’s Board of Directors and the complete proposal and motivated opinions by the Nomination Committee are available at the company’s website, www.attendo.com, and will be sent free of charge to shareholders who submit such a request to the company.

Financial statements and auditor statements, auditor’s statement regarding application of the company’s guidelines for remuneration, the Board of Directors’ remuneration report as well as other information and documentation ahead of the Annual General Meeting are available at the company’s offices no later than on 4 April 2025 and will be sent free of charge to shareholders who submit such a request to the company and state their address. The material will also be made available at the company’s website, www.attendo.com.

Personal data collected from the share register maintained by Euroclear Sweden AB will be used to for registration and preparation of the voting list for the Annual General Meeting. For information on how your personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

If you have any questions regarding our processing of personal data, you can contact us by emailing dataprotection@attendo.se. Attendo AB (publ) has company registration number 559026-7885, and the Board of Directors has its registered office in the municipality of Danderyd.

The English text is an unofficial translation of the Swedish original. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

_______________

Danderyd, March 2025

Attendo AB (publ)

The Board of Directors

For further information, please contact:

Josefine Uppling, Communications Director Attendo
Phone: +46 761 14 54 21 I E-mail: josefine.uppling@attendo.com

attendo.com

Attendo - the leading care company in the Nordics | For almost 40 years, 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 close to 35,000 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.

Datum	2025-03-26, kl 08:00
Källa	Cision

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Attendo - AGM 2025 - Kallelse (Eng) (Final)

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