Attendo+ - Frequently Asked Questions

Transcription

1 Page 1 of Background In August 2017, Attendo launched a share savings program, Attendo+, with the aim of encouraging more employees to become shareholders in Attendo. Attendo considers shareholding among employees an important part of the company culture as it increases the sense of participation. The offer to participate in the share savings program Attendo+ is a benefit for those employees who are eligible to participate and means that these employees may opt to save a certain amount of their taxed salary for the duration of one year in order to buy Attendo shares ( saving shares ). Those employees who remain employed after three years and have retained their saving shares will, depending on the development of predefined performance criteria, receive a free allotment of additional Attendo shares at the conclusion of the program ( performance shares ). This document has been created to provide answers to questions such as: What is a share savings program? Why has Attendo introduced a share savings program? How does the Attendo+ share savings program work? Who can participate? What do I do to participate? What does participation mean in practice for participants? The questions are listed below in the categories Purpose and Benefits, Share Saving Risks, Participation, Conclusion and Sales, Tax, Fees and other questions. If you have questions about how Computershare s portal works then contact their support: attendo@computershare.com or Telephone number: Computershare s website (Attendo+ web portal): If you believe something in this FAQ requires clarification or that there is an important question missing, please attendoplus@attendo.com.

2 Page 2 of 17 Table of contents 1. Background Frequently Asked Questions about Attendo Purpose and Benefits Risks of saving in Attendo Schedule Participation Conclusion and Sales Tax Tax return Fees Other information Contact...17

3 Page 3 of Frequently Asked Questions about Attendo Purpose and Benefits What is a share savings program? A share savings program is a benefit for those employees who opt to participate, where savings in Attendo shares result in a free allocation of additional Attendo shares after three years if certain pre-defined performance criteria are met. Savings are drawn from your taxed salary (net salary) and the entire amount is used to purchase Attendo shares. Why is Attendo offering a share savings program to its employees? Shareholding among employees is an important part of Attendo s culture as we believe it increases the sense of participation. Being a shareholder helps form a clearer connection between each employee s individual efforts and Attendo s efforts as a whole. If we all work towards the same goal and try to make a difference for our clients and patients every day, our efforts will have a positive effect on Attendo - and in the long term on the share value. The purpose of the share savings program is therefore to create further engagement in Attendo by inspiring more people to take part in Attendo s long term development. What is the advantage of investing in the share savings program? If you keep the shares you buy during the savings year for the entire qualification period, are still an employee of Attendo three years after investing in the share savings program, and pre-defined performance criteria are met Attendo will give you a pre-determined number of shares for free - whether they are whole or partial shares - for each share you have invested in. The shares you receive from Attendo are called performance shares Risks of saving in Attendo+ What are the risks of share saving? Saving in shares always involves you taking a financial risk. Your shares can both rise and fall in value. If they do well, you can make greater gains than by saving in a bank, but you can also lose part or all of your savings if the share price drops. It is likely that your shares

4 Page 4 of 17 will fall in value during some periods of time. Historically, share saving has been a good deal if you invest in several different shares and keep them for a longer period. Can I expect a positive outcome from my investment? You have to make that judgement yourself. Participating in a share savings program is your own choice and if you believe there may be a negative outcome then you have to decide whether or not to participate. The value of the shares can rise or fall until the date you are allocated potential performance shares and/or sell your holdings. If you keep your shares until the allotment date, and the performance criteria are met, you will be allocated additional shares for free, which minimises the risk of your savings doing poorly. The share savings program is a riskier option than keeping your money in a bank savings account. If all goes well, you will be paid for taking the risk, but there is no guarantee that you will earn large sums of money on your savings. Will I be compensated for any losses if the share price drops? No. Just like when you invest in shares on the stock market, it is you who assumes the risk connected to your savings. Attendo will not compensate you in the event of any fall in the value of your shares. You should only save money that you can afford to do without Schedule When do the different events in the share savings program occur? Registration for participation in the program will open in June You can then decide how much you want to save. The amount you choose to save will be deducted from your salary on a monthly basis from September 2017 and during the subsequent 12 months until August The amount saved will be invested on a quarterly basis in Attendo shares that are shown in the below timeline through Attendo shares being bought on the Stockholm Stock Exchange for the prevailing rate. If you remain an employee, have kept your shares for three years (from the date of investment), and the performance criteria have been met you will be allocated performance shares on four occasions.

5 Page 5 of 17 Savings period Qualification period Allotment period 2.4. Participation What are the prerequisites for participation? The share saving assumes that there is a net salary from which to deduct funds. If you are on parental leave or sick leave during the savings period, you must still be able to fully contribute. If you are on parental leave or sick leave during the qualification or allotment period without salary, you can stay in the plan without it effecting your participation. What do I have to do to participate if my identity is protected? If your identity is protected and you want to participate in Attendo+, you must sign a form allowing Attendo to share certain personal information about you with Computershare. Some information must be shared with our administrator in order to comply with legal requirements in relation to measures for anti-money laundering and anti-terrorism financing. How do I participate if I occasionally am in possession of insider information? If you are in possession of insider information (information that can affect the share price but has not yet been communicated to the market) then you cannot change your savings amount during the savings year. People in possession of insider information are prevented by law from making transactions with Attendo shares during periods when they are included in a log book kept by Attendo. This also applies to shares included in Attendo+. How much of my salary can I surrender for share savings per annum? It depends on which category you belong to. The share savings program is divided into four categories: - Participants in category 1 may invest no more than SEK per annum.

6 Page 6 of 17 - Participants in category 2 may invest no more than SEK per annum. - Participants in category 3 may invest no more than SEK per annum. - Participants in category 4 may invest no more than SEK per annum. If you are unsure of which employee category you belong in, you can see your maximum savings amount by logging in to Computershare s website. Please note that the number of savings shares in Attendo+ is fixed. This means that in the event of a significantly reduced share price, your chosen savings amount may be adjusted to a lower amount in the last month of saving. Is there a minimum savings amount? Yes. Sales or transfers from Computershare s account will result in a fee. In order to ensure your future returns are not eaten up by fees when selling or transferring your shares, you should save at least SEK per annum, which is the equivalent of SEK 417 per month. How are shares bought? The savings amount is deducted on a monthly basis from your salary and collected by Computershare, who purchase shares on the stock exchange on a quarterly basis. This means that there are four investment opportunities per savings year when your savings are invested in shares. Computershare buys shares using your full savings amount. If the money does not divide evenly, you will be allocated a partial share - i.e. it is possible to own shares. If there is a risk that the purchase of shares will affect the share price, the purchase will be spread across a number of days to counteract any potential share price impact. The investment opportunities are scheduled to ensure they do not fall at the same time as Attendo s annual and quarterly reporting, at which times specific rules apply to certain employees. What are performance shares? Performance shares are shares allocated by the company to you for free on the allotment date, which takes place three years after the investment opportunity as long as you remain an employee of Attendo, have not sold shares held within Attendo+, and that the

7 Page 7 of 17 performance criteria have been met. Performance shares are allocated at four points during the year that correspond to the four investment opportunities when shares are purchased. How many performance shares will I receive? The performance shares depend on your program category and the achieved performance level. - Participants in category 1 and 2 may receive up to 5 performance shares per savings share. - Participants in category 3 and 4 may receive up to 3 performance shares per savings share. Allotment of performance shares is dependent on the outcome of a range determined by the Board regarding the development of the Attendo Group s accumulated profit (EBITA) for the period The outcome will be measured linearly and should the minimum level of the range not be reached, no performance shares will be allotted. EBITA (Earnings Before Interest, Taxes and Amortization) shall mean the following: Operating profit before amortization of acquisition-related intangible assets. The range established by the Board will be unveiled to the shareholders after the allotment period. Example: You belong to category 3 and invested SEK in savings shares during 2017/18. If we assume that this sum is approximately equivalent to 1000 Attendo shares, and 80% of the maximum performance target have been reached, you will receive 2400 performance shares in 2021, the value of which will depend on the share price on the allotment dates. A prerequisite for this is that you remain an employee in 2021 and have retained your savings shares for three years. Consider that the value of the shares may vary and that you will not be allocated based on the sum invested - rather, you will be allocated based on the number of shares you have saved. How do material acquisitions and divestments impact the performance share allotment? If there are material acquisitions or divestments, or other material changes of the Attendo Group, that the Board deems to impact the conditions for allotment of performance shares, the Board can decide to adjust the performance share conditions and thus the allotment of

8 Page 8 of 17 performance shares. The number of allotted performance shares may also need to be adjusted due to share split, bonus issue, and other customary re-calculation events. The wording of and, if necessary, the adjustment of the EBITA target and decision on the number of performance shares shall be made by the Board. The Board shall establish an appropriate target level so that the performance requirement throughout the allotment period is relevant and challenging. When will I receive performance shares? If you register for the share savings program in June 2017, the share savings will be deducted from your salary in September, October and November - shares will then be bought for the first time in December Performance shares will be added to your share savings account on a quarterly basis as of December 2020 when the first performance shares are allocated until September How are performance shares allocated? Performance shares are added to the account that will be assigned to you by Computershare after you register. Do I need to do anything in relation to the allotment? You don t have to do anything prior to the allotment. After the allotment, you can choose to: - Keep your shares in the Computershare account provided that you are still participating in future share savings programs. - Sell your shares. In this case, you must have a cash account (a bank account into which money can be paid in) registered with Computershare. Please check that you have done this. It is important to be careful when selling your shares in order to avoid mistakenly selling the shares that will form the basis of performance shares at a later date. - Transfer your shares from Computershare to another administrator, e.g. the bank that you use privately. It is important to be careful when moving your shares in order to avoid mistakenly moving the shares that will form the basis of performance shares at a later date.

9 Page 9 of 17 The final allotment for the 2017 share savings program will be in September If you sell or transfer your shares on several occasions, a fee will be levied for each sale or transfer. What happens to my share savings if I am on parental leave/study leave or am on leave for another reason? During the savings year, there must be a taxed salary for the savings amount to be deducted from every month. If you have registered to participate in the share savings program but are absent during parts of the savings year you must ensure that you have enough salary to cover your chosen savings amount during those months. If your chosen savings amount cannot be deducted from your salary, you will be registered as a leaver of the program (thus forfeiting your right to performance shares). Please note that you cannot make larger contributions in different months to compensate for any missed months - the amount you select must remain the same every month. Remember that participation in the programme can be unprofitable for you if you save less than SEK per year. Your savings and entitlement to performance shares are not affected by any leave or other forms of approved absence during years 2 and 3. What happens to my share savings if I leave my job? If your employment is terminated before having held the shares for three years, you will receive no performance shares. Can I keep my shares in my Computershare account after resigning, having my employment terminated or choosing not to participate in further share savings programs? If you resign or your employment is terminated for any reason you must sell or transfer your shares within 90 days of leaver communications being sent out (instructions on how to proceed with sale or transfer) - otherwise Computershare will sell your shares on your behalf. If you don t want to sell your shares for the current share price, you must transfer your shares before Computershare sells them on your behalf. If you remain employed by Attendo or if you receive performance shares and are still participating in a future program, you do not have to sell or transfer your shares until you have received your final allotment of shares.

10 Page 10 of 17 Can I pause my share savings? You cannot pause your share savings during the savings year. What do I do to begin saving? Computershare will you an invitation including your user name (SRN-number) and instructions on how to participate in Attendo+. You can register to participate between 19 June and 31 June 2017 by following the instructions in the . I don t have my login details for Computershare. How can I get them? Contact Computershare s support (telephone number: ) and request your SRN number, which you will need the first time you log in on their website. When you request your SRN from Computershare you will most likely have to state your employee ID which you can get from payroll. The first time you log in to Computershare s website, your password will be your date of birth in the format DDMMYY (e.g ). If you are participating in Attendo+ 2016, the password/pin is the one you chose at the time of registration for Attendo What details can I add/amend on Computershare s website? You can change your contact details such as your home address, , and phone number. You can also register your bank account details that are required in order to sell your shares and receive payment of the proceeds. If you wish to transfer your shares to another share deposit account, you can register these details via the website. If you wish to terminate your savings, you should do so via Computershare s website Conclusion and Sales Can I sell the shares when I like? Yes, of course. The shares you have saved are yours and you may do what you like with them. Remember that the requirement for receiving performance shares is not only that you remain an Attendo employee for the entire qualification period, but also that you have retained your saving shares for this period. If you sell them earlier, you will lose the right to performance shares. You will not be able to buy back any shares you sell through the

11 Page 11 of 17 Attendo+ program. The fees for sales and transfers of shares are available on Computershare s website and are paid by the employee. How do I sell the shares? You can sell your shares at any point, but remember that performance shares are only paid after being held for three years on the condition that you remain employed by Attendo. Shares are sold via Computershare s website. The fees for sales and transfers of shares are available on Computershare s website and are paid by the employee. Can the shares be transferred to my own securities account or share deposit account? Yes, of course. The shares you have saved are yours and you may do what you like with them. Remember that performance shares are only paid after you have held all the shares you bought during the savings year with Computershare. It is therefore not possible to buy shares through the program and then transfer these to another account prior to the allotment date - if you do, you will receive no performance shares. The fees for sales and transfers of shares are available on Computershare s website and are paid by the employee. Can I transfer my shares to an investment savings account (only in Sweden)? Yes, but this will trigger capital gains taxation and the shares will receive a new initial value. Securities that are added to an investment savings account must always have a current initial value (=market value) at the point they are added to the account. However, you must first transfer the shares to your private share deposit account. Then you can transfer the shares to your investment savings account. If you transfer your share savings to an investment savings account prior to the allotment date, you will lose the right to performance shares. The fees for sales and transfers of shares are available on Computershare s website and are paid by the employee. Can I assign shares to a colleague? No. The shares are personal and connected to your own employment.

12 Page 12 of Tax What are the tax effects of participation in this share savings program? The tax effects of participating in Attendo+ depend on the tax laws of each country. The following is an overview of what applies in most countries, but since this information is general in nature, it is possible that all, none, or parts of the below apply to you. - When you sell your shares, the profit will be taxed as capital income (capital gains). Any losses (capital losses) may be offset against other capital gains. - The allocation of performance shares is a benefit, which is taxed in the same way as your salary, i.e. through standard income tax. - Following allocation (the allotment date), the change in value between the allotment date and date of sale will be taxed as capital income or capital loss. - Dividends will be taxed as capital income. For general information about applicable taxes in each country, see separate document. It is important that you are familiar with the laws and regulations pertaining to taxation that affect you. If you are unsure about the tax consequences of participating in the share savings program, it may be worth speaking to your local tax authorities or seeking advice from an independent tax advisor. You must cover any costs in relation to this. How is tax on dividends dealt with? Your share savings and allocated performance shares entitle you to dividends. Dividends are re-invested in Attendo shares, which will be available in your Computershare a short time after the dividend is issued. These shares do not entitle you to performance shares and can therefore be sold or transferred. Tax on dividends is due in accordance with the tax laws applicable in each country. How is the benefit calculated? The allocation of performance shares is a benefit. The value of the benefit is calculated through the number of performance shares that you receive being multiplied with the share price (closing price) from the day before the shares become available via Computershare. When is tax deducted from my salary as a consequence of the benefit? Tax is deducted from your monthly salary in the month after each allotment date, i.e. in

13 Page 13 of 17 January, April, July and October. If it is not possible to deduct this tax (for example, if you are on study leave or have retired), the tax will be regulated as residual tax in connection with a tax return unless you make a supplementary payment to your tax account Tax return Will I receive any confirmation when shares are bought or sold? You will receive confirmation every time shares are bought. You will also receive confirmation when you sell and transfer shares, as well as when you are allocated performance shares. The information is available when you log in to Where can I find information about the acquisition value of my share savings and performance shares? You will receive a statement of account following each purchase and when the performance shares are allotted that states the acquisition value. The statement of account should be saved for future tax returns when you sell your shares. The information is available when you log in to What do I declare on my tax return when I receive performance shares or when I sell my shares? What you declare depends on the tax laws in the country in which you live, as well as which other share transactions you have carried out during the year. It is therefore difficult for Attendo to issue general instructions. Here are some terms to be aware of when filing your tax return: - Tax basis The sum you bought the shares for. If you do not know the exact value you may use on of the following two options; the standardised method or the average method. To calculate the tax basis according to the average method, you need to use the acquisition value for the shares upon each purchase occasion. - Sale amount The total amount you sold the shares for. If you have any questions relating to taxation, how to file a tax return, making supplementary payments, etc. then contact your local Tax Agency.

14 Page 14 of Fees What fees are due when saving? No fees are due while you are saving. Attendo will cover the costs related to the purchase of share savings (courtage) and the costs of administering the share savings program. However, there are fees for share dividends and when selling or transferring shares. What fees are due when re-investing dividends in shares? When re-investing dividends in shares, a fee of 0.25 % of the dividend is charged by Computershare. The fee is deducted from the dividend amount prior to it being invested in new shares. What fees are due when selling or transferring shares? When selling/transferring shares, a fee is charged that is payable by the participant. When transferring shares to your own securities account or share deposit account, a fee of SEK 500 is charged per transfer. The cost of selling shares and electronic fund transfer to a bank account is 0.4 % of the sale amount, i.e. the value of the shares, with a minimum fee of SEK 200. For examples of this, please see separate document on Attendo s website. Summary of fees payable by participant Name of fee Fee for re-investment of share dividends Sales of shares Transfer of shares Fee payable 0.25 % of share dividend gross value 0.40 % of sale amount (SEK 200 minimum fee per sale) SEK 500 per transfer

15 Page 15 of Other information What is a share? A share represents an ownership stake in a company. A share gives its owner the right to vote at shareholder meetings and to share in the company s profits in the form of share dividends. The shareholders control the company through the board, which is elected by the shareholders at the annual general meeting. A share is an investment in the company. Shareholders are at the bottom of the list prioritising payments if the company is liquidated or goes bankrupt. This makes shares riskier than other forms of investment. The advantage of shares is that they normally provide higher returns than saving in a bank or bonds (like a loan to a company) in the long term. Shares can go up and down in value for a multitude of reasons. There is always a risk that large parts of the investment may be lost if the company performs worse than the market expects. How are share dividends determined? If the company makes a profit, the shareholders general meeting, which is held annually, may decide that part of the profit should be distributed to the shareholders. If the general meeting resolves to issue a dividend, you will receive a dividend on your shares just like all other shareholders. Only your share savings and allocated performance shares will receive a dividend. Dividends will be automatically paid into your share savings account with Computershare and re-invested into more shares. No performance shares will be allotted on the shares bought as a result of dividends. Share dividends cannot be paid out as cash. If you wish to sell the shares you receive through re-investment of the dividend, you may do so. However, there are fees associated with selling that you should consider before deciding to proceed with a sale. When are dividends paid? If the shareholders general meeting resolves to issue a dividend, it is generally paid five days after the meeting is held. The meeting is normally held in April or May of each year.

16 Page 16 of 17 Can I track my shares? Log in to your account with Computershare and you will be able to see how much your shares are worth based on the daily rate. Dividends and performance shares will be specified separately in your account. Norway, Denmark and Finland have different currencies - how do purchases work there? If you are an employee in Finland, Denmark or Norway and you choose to participate in the share savings program, you choose your savings amount in your local currency and this is then exchanged into Swedish kronor before the shares are bought. Attendo sets an exchange rate prior to the registration period that determines how much you can save in your local currency. Upon each savings occasion, your savings amount is exchanged from your local currency to Swedish kronor according to the current exchange rate. The savings amount in Swedish kronor, i.e. following conversion, is used to determine how many shares you can buy and how many performance shares will be allocated to you after three years. Savings in your local currency will therefore be affected by changes in the exchange rate when they are converted to Swedish kronor prior to the purchase of shares, as well as when selling shares. If your local currency strengthens against the Swedish krona during the savings year, your monthly share savings may exceed the maximum investment amount for your employee category. If this should happen, only shares up to the maximum amount for your employee category will be allocated performance shares. Example: You invest EUR 50 per month, which during the first investment quarter of the share savings program is the equivalent of SEK 450 per month on the basis of an exchange rate of EUR 1 = SEK 9. If the Euro strengthens against the krona during the savings period so that the Euro is worth SEK 10 during the second investment quarter, SEK 11 in the third quarter, and SEK 12 in the fourth quarter, this will mean your monthly savings in SEK are, on average, the equivalent of SEK 525 per month (SEK 6300 per year). If you are in the employee category that may only save a maximum of SEK per year, you will have exceeded the maximum investment by SEK 300. Only shares up to the value of SEK per year entitle you to performance shares. The shares bought for the excess amount, i.e. SEK 300, will not entitle you to further performance shares and will not be subject to any

17 Page 17 of 17 restrictions during the qualification period. You can therefore sell these without losing any performance shares if you wish. Why aren t performance shares allocated in my local currency? Attendo is listed on the Stockholm Stock Exchange, where the company s shares are traded in SEK. The number of share savings bought, which determines the number of performance shares, is therefore dependent on the SEK price. Neither the share savings nor the performance shares can be traded in any currency other than SEK. Why is the maximum investment amount set in SEK? Attendo is listed on the Stockholm Stock Exchange, where the company s shares are traded in SEK. The number of share savings bought, which determines the number of performance shares, is therefore dependent on the SEK price. Neither the share savings nor the performance shares can be traded in any currency other than SEK. Where can I find out more information about Attendo in order to better understand its shares? Attendo s annual report and annual review, as well as financial information, are all available under the Investor Relations tab at 3. Contact If you have questions about how Computershare s website ( works then contact their support: attendo@computershare.com or Telephone number: If you believe something in this FAQ requires clarification or that there is an important question missing, please attendoplus@attendo.com.