SOLNA, Sweden, March 26, 2021 /PRNewswire/ -- N.B. The below
is an unofficial translation of the Swedish original, in case of
any discrepancies between the Swedish original and the English
translation the Swedish text shall prevail.
The shareholders of Loomis AB, Reg. No 556620-8095
("Loomis" or the "company"), are hereby invited to
participate in the Annual General Meeting (the "AGM") to be
held on Thursday May 6, 2021.
In light of the ongoing corona pandemic and in order to minimize
any risk of spreading of the corona virus, the Board of Directors
has decided that the AGM is to be conducted without the physical
presence of shareholders, representatives or external parties and
that shareholders will only be able to exercise their voting rights
by postal voting in advance of the AGM. Information about the
resolutions passed by the AGM will be announced on Thursday May 6, 2021, as soon as the outcome of
the postal voting is finally compiled.
A speech by Loomis' CEO Patrik
Andersson will be available on the company's website,
www.loomis.com, as from May 6, 2021.
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the AGM must:
be recorded in the share register maintained by Euroclear Sweden
AB, made as of Wednesday April 28, 2021; and
notify the company of their intention to attend the AGM no later
than Wednesday May 5, 2021, by submitting their postal votes
in accordance with the instructions set out in the section
"Postal voting" below, so that the postal vote is received
by Euroclear Sweden AB no later than that day.
Nominee registered shares
Shareholders whose shares are nominee registered through a bank
or other nominee must, in addition to giving notice of
participation by submitting a postal vote, request that their
shares be temporarily registered in their own name in the share
register kept by Euroclear Sweden AB (so called voting right
registration) in order to be entitled to participate at the AGM.
The shareholders' register for the AGM, as of the record date
Wednesday April 28, 2021, will take
into account voting right registrations completed no later than
Friday April 30, 2021. Shareholders
concerned must, in accordance with each nominee's routines, request
that the nominee makes such voting right registration well in
advance of that date.
Postal voting
Shareholders may exercise their voting rights at the AGM only by
voting in advance, so called postal voting in accordance with
Section 22 of the Act (2020:198) on temporary exceptions to
facilitate the execution of general meetings in companies and other
associations.
A special form shall be used for postal voting. The postal
voting form is available on the company's website, www.loomis.com.
The form is considered as the notification of participation at the
AGM.
The completed and signed postal voting form must be received by
Euroclear Sweden AB (administrating the forms on behalf of Loomis)
no later than Wednesday May 5, 2021.
The forms can be sent by e-mail to
generalmeetingservice@euroclear.com or by post to Loomis AB,
"AGM 2021", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23
Stockholm, Sweden.
Shareholders who are natural persons may also submit their
postal votes electronically by verifying with BankID via Euroclear
Sweden AB's website https://anmalan.vpc.se/EuroclearProxy/.
A shareholder may not provide special instructions or conditions
in the postal voting form. If so, the vote (i.e. the postal
vote in its entirety) is invalid. Further instructions and
conditions are included in the postal voting form.
If a shareholder postal votes by proxy, a power of attorney
shall be enclosed with the postal voting form. A proxy form is
available upon request and is also available on the company's
website, www.loomis.com. If a shareholder is a legal entity, a
certificate of incorporation or a corresponding document for the
legal entity shall be enclosed with the postal voting form.
For any questions about the postal voting, please contact
Euroclear Sweden AB, telephone +46 8 402 90 72
(Monday-Friday 9.00 am-4.00 pm
(CET)).
For shareholders' right to request information prior to the AGM,
please refer to the section "Shareholders' right to request
information" below.
B. AGENDA
Proposal for agenda
- Election of Chairman of the meeting.
- Election of one or two person(s) to approve the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination of compliance with the rules of convocation.
- Presentation of
- the annual report and the auditor's report and the consolidated
financial statements and the group auditor's report, and
- the statement by the auditor on the compliance with the
guidelines for remuneration to group management applicable since
the last annual general meeting.
- Resolutions on
- adoption of the statement of income and the balance sheet and
the consolidated statement of income and the consolidated balance
sheet, in each case as per December 31,
2020,
- appropriation of the company's profit according to the adopted
balance sheet,
- record date for dividend, and
- discharge of the Board of Directors and the CEO from liability
for the financial year 2020.
- Determination of the number of Board members.
- Determination of fees to Board members and auditor.
- Election of Board members and Chairman of the Board.
- Election of auditor.
- Resolution on approval of the remuneration report.
- Resolution on guidelines for remuneration to group
management.
- Resolution on the implementation of a long-term share-based
incentive program, including hedging measures through the
conclusion of a share swap agreement.
- Resolution on authorization of the Board of Directors to
resolve on repurchase and transfer of own shares.
- Resolution on amendments of the articles of association.
Nomination Committee
At the annual general meeting 2020, principles for the
appointment of the Nomination Committee were adopted, entailing
that the Nomination Committee shall be composed of representatives
of the five largest shareholders in terms of voting rights
registered in the shareholders' register maintained by Euroclear
Sweden AB as of August 31 the year
before the annual general meeting.
The Nomination Committee for the AGM has consisted of the
Chairman Elisabet Jamal Bergström (SEB Investment Management),
Helen Fasth Gillstedt (Handelsbanken
Fonder), Bernard Horn (Polaris
Capital Management), Marianne
Nilsson (Swedbank Robur Fonder) and Jacob Lundgren (Second Swedish National Pension
Fund). The Chairman of the Board, Alf Göransson, has been co-opted
to the Nomination Committee.
Election of Chairman of the meeting (item 1 on the
agenda)
The Nomination Committee has proposed that the Chairman of the
Board of Directors, Alf Göransson,
or, in the event he is prevented from attending, the person instead
designated by the Board of Directors, is elected as Chairman of the
AGM.
Election of one or two persons to check the minutes (item 2
on the agenda)
The Board of Directors proposes that Elisabet Jamal Bergström
(SEB Investment Management) and Jacob
Lundgren (Second Swedish National Pension Fund), or if one
or both of them are prevented from attending, the person(s) instead
designated by the Board of Directors, are assigned to approve the
minutes of the AGM together with the Chairman.
The assignment to approve the minutes also includes verifying
the voting list and that the postal votes received are correctly
stated in the minutes of the AGM.
Preparation and approval of the voting list (item 3 on the
agenda)
The voting list proposed to be approved is the voting list
prepared by Euroclear Sweden AB on behalf of the company, based on
the shareholders' register for the AGM and the postal votes
received, as verified and recommended by the persons elected to
approve the minutes.
Resolutions on dividend and record date (items 7(b) and (c),
respectively, on the agenda)
The Board of Directors proposes a dividend of SEK 6 per share.
As record date for the dividend, the Board of Directors proposes
Monday May 10, 2021. Should the AGM
resolve in accordance with the proposal, the dividend is expected
to be distributed by Euroclear Sweden AB on Friday May 14, 2021.
Proposals for election of Board members, Chairman of the
Board and auditor and resolution regarding fees (items 8-11 on the
agenda)
The Nomination Committee has proposed the following.
The number of Board members shall continue to be six, with no
deputy members.
The Nomination Committee proposes re-election of the Board
members Alf Göransson, Jeanette
Almberg, Lars Blecko, Cecilia Daun Wennborg and Johan Lundberg, and new election of Liv Forhaug,
all for the period up to and including the annual general meeting
2022, with Alf Göransson as Chairman of the Board. Jan Svensson has declined re-election.
The reasoned statement of the Nomination Committee is available
on the company website, www.loomis.com.
Fees to the Board members for the period up to and including the
annual general meeting 2022 shall amount to SEK 3,875,000 in total (based on an unchanged
number of committee members) to be distributed among the Board
members as follows: the Chairman of the Board shall according to
the proposal receive SEK 1,050,000
(1,000,000) and each of the other Board members shall receive
SEK 445,000 (425,000). The
remuneration for committee work shall be unchanged and thus amount
to SEK 250,000 for the Chairman of
the Audit Committee, SEK 100,000 for
the Chairman of the Remuneration Committee, SEK 100,000 for the members of the Audit
Committee and SEK 50,000 for the
members of the Remuneration Committee.
The accounting firm Deloitte AB is proposed for re-election for
a period of mandate of one year, in accordance with the
recommendation of the Audit Committee. In the event that Deloitte
AB is elected, the accounting firm has informed that the authorized
public accountant Peter Ekberg will continue as auditor in
charge.
The auditor's fee is proposed to be paid according to approved
invoice.
Resolution on approval of the remuneration report (item 12 on
the agenda)
The Board of Directors proposes that the AGM resolves to approve
the Board of Directors' report regarding compensation pursuant to
Chapter 8, Section 53 a of the Swedish Companies Act.
Proposal for guidelines for remuneration to group management
(item 13 on the agenda)
The Board of Directors proposes that the AGM resolves on
guidelines for remuneration to group management in accordance with
the following.
1. Scope of the
guidelines
These guidelines concern remuneration and other employment
benefits to individuals who, during the time that the guidelines
apply, are part of the Loomis group management team, below referred
to as the "group management". Furthermore, these guidelines only
apply to agreements entered into after the adoption by the AGM and
to any changes in existing agreements after the AGM.
If a Board member performs work for Loomis in addition to the
assignment as Board member, the Board member shall receive cash
remuneration on market terms, with consideration given to the
nature of the assignment and the work effort. Such remuneration is
resolved by the Board of Directors (or, if provided by law, by the
general meeting).
Remuneration under employments subject to other rules than
Swedish may be duly adjusted to comply with mandatory rules or
established local practice, taking into account, to the extent
possible, the overall purpose of these guidelines.
2. Basic principles and forms of remuneration
The overall strategy of Loomis is to lead the transition of cash
management in society. One aspect of this strategy is that Loomis
shall maintain and evolve the Loomis way of working by developing
and stimulating new capabilities and skills. This, in turn,
requires that Loomis is able to attract and keep competent
management employees. For that reason, Loomis is working on the
basis of the fundamental principle that remuneration and other
terms of employment to group management are to be competitive and
on market terms, which is made possible by these guidelines. Thus,
these guidelines are expected to contribute to fulfilling Loomis'
business strategy, long-term interests and sustainability. Further
information regarding Loomis' business strategy is available on
Loomis' website, www.loomis.com.
The total remuneration to members of group management shall
consist of fixed salary, variable remuneration, pensions and other
benefits, as further elaborated in the section "Principles of
different types of remuneration" below. Additionally, the
general meeting may - irrespective of these guidelines - resolve
on, among other things, share-related or share price-related
remuneration.
As per the time of this proposal for guidelines, Loomis has a
two-year incentive program, resolved by the annual general meeting
2020, through which approximately 350 of Loomis key-employees,
including the group management, have the opportunity to receive a
certain part of the bonus in shares. Such shares will be finally
allocated to participants in 2022. Loomis also has an incentive
program for long-term variable share-based remuneration for the
group management and certain key-employees, resolved by the
extraordinary general meeting 2018. Furthermore, the Board of
Directors has proposed for the AGM to resolve on a new incentive
program for long-term variable share-based remuneration for the
group management and certain key-employees, and has also announced
its intention to propose corresponding incentive programs at future
AGMs.
Since the incentive programs mentioned above are subject to
approval by the general meeting, they are excluded from these
guidelines. The performance criteria used to assess the outcome are
distinctly linked to the business strategy and thereby to the
company's long-term value creation, including its sustainability.
For the two-year program, this includes earnings per share,
specific profit targets for different profit units and individual
performance targets. For the long-term share save based incentive
programs, the performance criteria includes earnings per share and
it is also conditional upon the participant's own investment and a
holding period of several years. For more information regarding the
above-mentioned programs, please refer to Loomis' website
www.loomis.com.
3. Principles of different types of remuneration
Fixed salary
The fixed salary for the group management is to be competitive
and on market terms and based on the individual executive's area of
responsibility, powers, competence and experience.
Variable remuneration
In addition to a fixed basic salary, the group management may
also receive a variable remuneration, which is to be based on the
outcome in relation to financial goals and growth targets within
the individual area of responsibility (group, region or
subsidiary). Variable remuneration may also be linked to individual
performance targets. All variable remuneration shall be in
accordance with the interests of the shareholders and is thereby
expected to contribute to Loomis' business strategy, long-term
interests and sustainability. For the CEO, the variable
remuneration shall amount to a maximum of 100 percent of the total
fixed cash salary during the measurement period for the criteria
for awarding variable cash remuneration. For other individuals of
the group management, the variable remuneration shall amount to a
maximum of 112 percent of the total fixed cash salary during the
measurement period for the criteria for awarding variable cash
remuneration.
The Remuneration Committee shall, for the Board of Directors,
prepare, monitor and evaluate matters regarding variable cash
remuneration to the group management. Ahead of each measurement
period for the criteria for awarding variable cash remuneration,
which can be one or several years, the Board of Directors shall,
based on the work of the Remuneration Committee, establish which
criteria that are deemed to be relevant for the upcoming
measurement period. After a measurement period has ended, it shall
be determined to which extent the criteria have been satisfied. The
Remuneration Committee is responsible for the assessment regarding
variable remuneration to the CEO. With respect to variable
remuneration to other members of group management, the CEO is
responsible for the assessment, after consulting the Remuneration
Committee. Evaluations regarding fulfilment of financial targets
shall be based on established financial information for the
relevant period.
Variable cash remuneration can be paid after the measurement
period has ended or be subject to deferred payment. The Board of
Directors shall have the possibility, under applicable law or
contractual provisions, subject to the restrictions that may apply
under law or contract, to in whole or in part reclaim variable
remuneration, for example when it has been paid on incorrect
grounds.
Pension
The pension rights of the group management shall be applicable
as from the age of 65, at the earliest, and shall, to the extent
the group management is not subject to pension benefits pursuant to
collective agreements (ITP-plan), be provided pursuant to a defined
contribution pension plan equivalent to maximum 30 percent of the
fixed annual salary. For members of the group management who are
not subject to collective agreements (ITP-plan), variable
remuneration shall not be pension qualifying.
Other benefits
Other benefits, such as company car, life insurance,
supplementary health insurance or occupational health service are
to be provided to the extent this is considered to be on market
terms in the market concerned for each member of the group
management. Premiums and other costs relating to such benefits may
amount to not more than 10 percent of the fixed cash salary.
Furthermore, housing allowance benefit may be added in line with
Loomis' policy. Costs relating to housing allowance benefit may
amount to not more than 25 percent of the fixed cash salary.
Premiums and other costs relating to other benefits and housing
allowance benefit may, however, amount to not more than 30 percent
of the fixed cash salary.
4. Terms at dismissal/resignation
Members of the group management are to be employed until further
notice. At dismissal, the notice period for the group management is
to amount to a maximum of 12 months with a right to redundancy
payment after the end of the notice period, equivalent to a maximum
of 100 percent of the fixed salary for a period not exceeding 12
months. At resignation, the notice period shall amount to maximum 6
months, without a right to redundancy pay.
Additionally, remuneration may be paid for non-compete
undertakings. Such remuneration shall compensate for loss of income
and shall only be paid in so far as the previously employed
executive is not entitled to redundancy pay. The remuneration shall
amount to not more than 60 percent of the monthly income at the
time of termination of employment and be paid during the time the
non-compete undertaking applies, however not for more than 12
months following termination of employment.
5. Preparation by the Board of Directors and decision-making in
connection with matters regarding salaries and other benefits for
the group management
The Remuneration Committee prepares matters regarding salaries
and other terms of employment for the group management, which
includes preparing the Board of Directors' resolution on proposal
for guidelines for remuneration to group management. The Committee
has no authority to decide but merely presents its proposal to the
Board of Directors for adoption. Resolution on remuneration to the
CEO is made by the entire Board of Directors. For other members of
the group management, the decision is made by the CEO after
consultation with the Remuneration Committee.
The Board of Directors shall prepare a proposal for new
guidelines at least every fourth year and submit it to the annual
general meeting for resolution. The guidelines shall be in force
until new guidelines are adopted by the general meeting.
6. Salaries and employment conditions for employees
In the preparation of the Board of Directors' proposal for these
guidelines, salary and employment conditions for employees of the
company have been taken into account by including information on
the employees' total income, the components of the remuneration and
increase and growth rate over time, in the Remuneration Committee's
and the Board of Directors' basis of decision when evaluating
whether the guidelines and the limitations set out herein are
reasonable. The development of the gap between the remuneration to
the group management and remuneration to other employees will be
disclosed in the remuneration report.
7. Derogation from the guidelines
The Board of Directors may resolve to derogate from the
guidelines, in whole or in part, if in a specific case there is
special cause for the derogation and a derogation is necessary to
serve the company's long-term interests, including its
sustainability, or to ensure the company's financial viability. As
set out above, the Remuneration Committee's tasks include preparing
the Board of Directors' resolutions in remuneration-related
matters. This includes any resolutions to derogate from the
guidelines.
Resolution on implementation of a long-term share-based
incentive program, including hedging measures through conclusion of
a share swap agreement (item 14 on the agenda)
The Board of Directors proposes that the AGM resolves on
implementing a new long-term incentive program ("LTIP 2021")
for group management and certain key-employees within the Loomis
group on the following terms:
1. Background and reasons
The proposal is presented in light of the Board of Directors'
assessment that the performance target for the long-term incentive
program adopted by the extraordinary general meeting 2018 ("LTIP
2018-2021") will not be fulfilled due to the yet ongoing corona
pandemic and that there will, consequently, be no award under that
program. The Board of Directors does also note that two of Loomis'
financial targets for the period 2018-2021 has been removed since
the program was implemented, also this as a consequence of the
effects from the pandemic.
The Board of Directors proposes that LTIP 2021 shall be based on
the same principal terms and principles as LTIP 2018-2021,
entailing that: (i) the participants must invest in Loomis shares
or allocate certain shares already allotted, (ii) the participants
must remain in their respective employment in the group during the
term of the program, and (iii) the outcome of LTIP 2021, in the
form of so called performance shares, is linked to the achievement
of a fixed performance target relating to earnings per share. The
further terms and principles of LTIP 2021 are set out below.
The purpose of LTIP 2021 is to align the interests of the group
management and other key employees, a total of approximately 70
persons, with those of the shareholders and thereby ensure maximum
long-term value creation. The program furthermore aims to create a
long-term focus on the group's increase in earnings among the
participants and is deemed to facilitate for Loomis to recruit and
retain members of the group management and other key employees.
The Board of Directors' intention is to come back with proposals
on corresponding incentive programs at future AGMs.
2. Terms and conditions for participation and acquisition of
Saving Shares
Participation in LTIP 2021 is conditional upon the respective
participant undertaking, no later than May
21, 2021, (i) to make an own investment in Loomis shares on
the stock market and allocate such shares to LTIP 2021, or (ii) to
allocate, to LTIP 2021, shares allotted to the participant under
the incentive program resolved upon by the annual general meeting
2021 ("AIP 2020") ("Saving Shares").
The value of a participant's Saving Shares, which is to be based
on the market price of the Loomis share at the time of the
participants' investment, shall correspond to (i) a minimum of
2.5 percent of the respective participants' gross salary, and
(ii) a maximum of 15 percent for senior executives and for the
other participants 10 percent, of the respective participant's
gross salary.
The Board of Directors may extend or postpone the period for
undertaking to acquire Saving Shares if the participant is in
possession of inside information and thus prohibited from making
such undertaking within the prescribed time, however not later than
to December 31, 2021. The value of
such participant's Saving Shares shall be calculated as if the
participant's undertaking was made during the ordinary acceptance
period.
3. Terms and conditions for the Performance Shares
Provided that (i) the participant, with certain exceptions, has
remained in his or her employment in the group without intermission
until the expiration of the vesting period, which expires on
February 28, 2024 (the "Vesting
Period"), (ii) the participant has not sold any Saving Shares
before the expiration of the Vesting Period and (iii) the
performance target (please see below) has been met, the participant
shall, after the expiration of the Vesting Period and free of
charge, be entitled to allotment of Loomis shares ("Performance
Shares").
The performance target that has to be met for allotment of
Performance Shares is related to the accumulated performance of
earnings per share (EPS) (the "Performance Target") during
the period January 1,
2021-December 31, 2023 (the
"Performance Period").
The achievement of the Performance Target will be determined in
connection with the publication of the year-end report for the
financial year 2023 and allotment of Performance Shares will take
place after the expiration of the Vesting Period.
The allotment of Performance Shares is based on the minimum and
maximum target level of the accumulated performance of earnings per
share during the Performance Period, as determined by the Board of
Directors. The Board of Directors believes that the determined
minimum and maximum target levels are well adjusted and do not
entail a non-substantial increase of earnings per share. The Board
of Directors intends to present the established Performance Target
in the annual report for the financial year 2023.
If the minimum target level is not met, no allotment of
Performance Shares will be made.
If the maximum target level is met or exceeded, full allotment
of Performance Shares shall be made, corresponding to: (i) five
Performance Shares for each Saving Share to the CEO, the Regional
President Europe, the Regional President USA and the CFO, (ii) four Performance Shares
for each Saving Share to the other members of the group management
and (iii) three Performance Shares for each Saving Share for the
other participants.
If the minimum target level is exceeded but the maximum target
level is not met, a linear proportioned allotment of Performance
Shares shall be made. The final number of Performance Shares to be
allotted to each participant shall be rounded to the nearest whole
number.
LTIP 2021 has a maximum limit in terms of profit for the
participants, entailing that if the volume-weighted average price
paid for the Loomis share on Nasdaq Stockholm during a period of
five trading days immediately preceding the day of allotment of
Performance Shares exceeds SEK 800
per share, the number of Performance Shares that each participant
is entitled to will be reduced taking the maximum limit into
account.
The participant is not entitled to transfer, pledge or sell the
right to obtain Performance Shares or to exercise any shareholders'
rights in respect of the Performance Shares during the Vesting
Period.
4. Form and operation
The Board of Directors shall be responsible for the design and
administration of LTIP 2021 and for the detailed terms to be
applied between Loomis and the participants in the program in
accordance with the terms set out in this proposal.
The Board of Directors shall be entitled to make such minor
adjustments of these terms that may be necessary due to legal or
administrative conditions. In some cases, the Board of Directors
shall furthermore be entitled to reduce the maximum number of
Performance Shares to be allotted or, fully or partly, prematurely
terminate LTIP 2021 as well as make local adaptations of the
program that may be required in order to implement the program in
countries concerned at reasonable administrative costs and
contributions, including, among other things, to offer cash
settlement.
The Board of Directors shall be entitled to resolve on adjusted
or changed allotment of Performance Shares (i) for individual
participants based on individual circumstances, (ii) if it is
otherwise deemed to be suitable or appropriate due to significant
changes in Loomis, on the stock market or in the legislation (for
example regarding tax) or (iii) if the outcome otherwise is
considered unreasonable.
The Board of Directors shall be entitled to resolve on adjusted
or changed allotment of Performance Shares or to terminate LTIP
2021 should anyone, alone or together with related persons, acquire
such number of shares in Loomis, which, pursuant to applicable
regulations, would result in an obligation to make a public offer
to acquire the remaining shares in Loomis.
5. Scope
A total of approximately 70 persons will be offered to
participate in LTIP 2021. The maximum number of Saving Shares that
each participant is entitled to acquire depends on the market price
of the Loomis share at the time of the participants' investments.
Assuming that the market price of the Loomis share is SEK 260, LTIP 2021 is, in accordance with the
above principles and assumptions, expected to comprise a maximum of
300,000 shares in total, which corresponds to approximately 0.4
percent of the total number of outstanding shares and votes in
Loomis. The number of shares that may be transferred under LTIP
2021 shall be subject to customary recalculation due to any split
or reverse share split, bonus issue, preferential issue and/or
other similar corporate actions.
6. Entering into a share swap agreement
In order to hedge delivery of Performance Shares, the Board of
Directors proposes that Loomis enters into a share swap agreement
with a third party. The share swap agreement entails that the third
party in its own name shall acquire and transfer Loomis shares to
participants in the program.
7. Costs of LTIP 2021
LTIP 2021 will give rise to personnel costs during the Vesting
Period, partly in terms of wages and salaries in the accounts,
partly in terms of social security contributions. Based on the
current market price of the Loomis' share of approximately
SEK 260, and assuming an annual
increase of the share price of 10 percent as well as maximum
allotment of Performance Shares, these costs are estimated to
approximately MSEK 65 before tax.
The cost for the share swap agreement in accordance with section
6 above is estimated to approximately MSEK 1.
The costs of LTIP 2021 are expected to have a marginal effect on
the Loomis group's key performance indicators.
The Board of Directors deems that the positive effects on the
result that are expected as a result of the participants' increased
share ownership through acquisitions of Saving Shares, which may be
further increased through LTIP 2021, outweighs the costs related to
the program.
8. Preparation of the proposal
LTIP 2021 has been initiated by the Board of Directors of Loomis
and has been prepared in consultation with external advisors. LTIP
2021 has been processed in the Remuneration Committee and discussed
at Board meetings during 2021. The Board of Directors has prepared
the parameters of the program.
The Board of Directors has strived to achieve a distinct
connection between the Vesting Period and the three year long
Performance Period, which entails that the Vesting Period will be
slightly shorter than three years since allocation to LTIP 2021
cannot be made before the annual general meeting 2021.
9. Other incentive programs in Loomis
At the time of this proposal, Loomis has two share related
incentive programs: LTIP 2018-2021 and AIP 2020.
LTIP 2018-2021 is aimed towards the group management and a
number of key employees within Loomis and entails, in the same way
as the proposed LTIP 2021, that the respective participant has
invested in Loomis shares (saving shares). The participants are
thereby entitled to receive so called performance shares provided,
among other things, that the performance target is met. The
performance target that needs to be met relates to the accumulated
earnings per share during the period January
1, 2018-December 31, 2021. The
Board of Directors has established a minimum target level and a
maximum target level relating to the accumulated development of the
earnings per share. The achievement of the performance target is to
be determined in connection with the release of the full-year
report for the financial year 2021.
AIP 2020 is aimed towards approximately 350 key employees in
Loomis, including the group management, and entails that the
participants in the program have the opportunity to receive a bonus
of which two thirds are paid in cash after the vesting year
(i.e. 2021) and for the remaining third shares are acquired
at market price which are finally allotted to the employees one
year after acquisition if they remain in their employments in the
group (i.e. 2022). For employees in the parent company, the
performance targets relate to improvement of the earnings per share
compared with the previous year. For the other participants, the
performance targets relate to improvement of profits of the
applicable profit centre. In the latter case, the performance
targets vary depending on in which part of the business the
employee works, but are principally based on an annual improvement
of earnings per share or EBITA within the respective employee's
area of responsibility.
10. For additional information on LTIP 2018-2021 and AIP 2020,
please refer to the annual report for the financial year 2020, note
7.
Proposal for resolution on authorization for the Board of
Directors to resolve on repurchase and transfer of own shares (item
15 on the agenda)
The Board of Directors proposes that the AGM resolves to
authorize the Board of Directors to resolve on acquisition of own
shares, on the following terms and conditions:
i. acquisition may take place on Nasdaq Stockholm, on one or
more occasions prior to the next annual general meeting;
ii. acquisition may be made of such number of shares that
Loomis' holding of own shares does not at any time exceed one tenth
of the total number of shares in the company;
iii. acquisition may be made at a price which falls within the
prevailing price interval registered at each point in time
(i.e. in the interval between the highest purchase price and
the lowest selling price); and
iv. payment of acquired shares shall be made in cash.
Furthermore, the Board of Directors proposes that the AGM
resolves to authorize the Board of Directors to resolve on transfer
of own shares, with or without deviation from the shareholders'
preferential rights, on the following terms and conditions:
i. transfer may take place on Nasdaq Stockholm and/or outside of
Nasdaq Stockholm in connection with acquisition of companies or
businesses, at one or more occasions prior to the next annual
general meeting;
ii. transfer may be made up to such number of shares that are
held by Loomis at the time of the Board of Directors' resolution on
the transfer; and
iii. transfer of shares on Nasdaq Stockholm shall be made at a
price which falls within the prevailing price interval registered
at each point in time. For transfers outside of Nasdaq Stockholm,
payment may be made in cash, non-cash consideration or through
set-off and the price is to be determined so that the transfer
takes place on market terms.
The purpose of the proposed authorization, and the reason for
the deviation from the shareholders' preferential rights as regards
the transfer of own shares, is to enable the Board of Directors to
continuously adapt Loomis' capital structure to the company's
capital requirements and to enable financing of acquisitions by
using own shares.
The Board of Directors has presented a reasoned statement in
accordance with Chapter 19, Section 22 of the Swedish Companies
Act.
The Board of Directors shall be entitled to resolve on other
terms and conditions for repurchase and transfer of own shares. The
Chairman of the Board, or the person appointed by the Chairman of
the Board, is authorized to make such minor adjustments in the
above proposal that may prove to be necessary in connection with
execution of the Board of Directors' resolution on repurchase and
transfer of own shares.
Proposal for resolution on amendments of the articles of
association (item 16 on the agenda)
The Board of Directors proposes that the AGM resolves on the
following amendments of the articles of association:
A new § 11, with the wording below, shall be included in the
articles of association:
§ 11
The Board of Directors may collect proxies pursuant to the
procedure stated in Chapter 7, Section 4, second paragraph of the
Swedish Companies Act. The Board of Directors may decide before a
General Meeting that the shareholders shall be able to exercise
their voting rights by post before the General Meeting pursuant to
the procedure stated in Chapter 7, Section 4 a of the Swedish
Companies Act.
As a result of a new § 11 being included, the articles of
association shall also be re-numbered so that the current § 11
becomes § 12 and the current § 12 becomes § 13.
Although it is proposed that the wording in the formal Swedish
version of the articles of association shall be changed from
"skall" to "ska", the English translation is still in line with the
proposed new formal Swedish version, why no corresponding changes
are called for in the English translation.
C. AVAILABLE DOCUMENTATION ETC.
The Board of Directors' complete proposal regarding item 16
above and the Nomination Committee's reasoned statement, ahead of
the annual general meeting, is available on the company's website,
www.loomis.com. The documents are also sent to shareholders who
request it and state their postal address. Otherwise, complete
proposals are set out under the respective items in the notice.
The annual report and the auditor's report, the remuneration
report, the Board of Directors' statement according to Chapter 18,
Section 4 and Chapter 19, Section 22, respectively, of the Swedish
Companies Act and the statement by the auditor on the compliance of
the guidelines for remuneration to group management applicable
since the last annual general meeting will be available at the
company (Drottninggatan 82, 4th floor, SE-111 36 Stockholm, Sweden) and on the company's
website, www.loomis.com, no later than as from Thursday April 15, 2021, and copies of the
documentation will also be sent to the shareholders who so request
and state their postal address.
D. NUMBER OF SHARES AND VOTES IN THE COMPANY
At the time of issue of this notice, the total number of shares
and votes in the company amounts to 75,279,829. The company holds
53,797 treasury shares.
E. SPECIAL MAJORITY REQUIREMENTS
Resolutions in accordance with the Board of Directors' proposal
under items 15 and 16 above require the support of shareholders
representing at least two thirds of both the votes cast and the
shares represented at the AGM.
F. SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
The Board of Directors and the CEO shall, if any shareholder so
requests and if the Board of Directors considers that this can be
done without significant harm for the company, give information on
circumstances that can affect the judgement of an item on the
agenda and circumstances that can affect the assessment of the
company's or its subsidiaries' financial situation, the
consolidated financial statements and the company's relation to
other companies within the group. Requests for such information
shall be made in writing to Loomis AB, "AGM 2021", P.O. Box 702,
SE-101 33 Stockholm, Sweden
or by e-mail to carina.cederblad@loomis.com, no later than ten days
before the AGM, i.e. no later than Monday April 26, 2021. The information will be
disclosed by being held available at the company (Drottninggatan
82, 4th floor, SE-111 36 Stockholm,
Sweden) and on the company's website, www.loomis.com, no
later than five days before the AGM, i.e. no later than
Friday April 30, 2021. The
information will also be sent to the shareholders who so requests
and state their postal address or e-mail address.
G. PROCESSING OF PERSONAL DATA
For information about the processing of your personal data, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in March 2021
The Board of Directors
Loomis AB (publ)
March 26, 2021
CONTACT:
Patrik Andersson
President and CEO
Mobile: +46 76 111 34 00
Email: patrik.andersson@loomis.com
Kristian Ackeby
CFO
Mobile: +46 70 569 69 98
Email: kristian.ackeby@loomis.com
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/loomis-ab/r/annual-general-meeting-of-shareholders-in-loomis-ab,c3314793
The following files are available for download:
https://mb.cision.com/Main/51/3314793/1393147.pdf
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Annual General
Meeting of shareholders in Loomis AB
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SOURCE Loomis AB