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.
STOCKHOLM, March 29,
2023 /PRNewswire/ --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 4,
2023 at 5 p.m. CEST, in Grünewaldsalen at
Stockholm Concert Hall, entrance Kungsgatan 43, Stockholm. Registration for the AGM begins at
4.30 p.m. CEST.
A. NOTICE OF ATTENDANCE
A person who wishes to attend the AGM must:
- be listed as a shareholder in the presentation of the share
register prepared by Euroclear Sweden AB, concerning the
circumstances on Tuesday April 25,
2023; and
- notify the company of their intention to participate in the AGM
by post to Loomis AB, "AGM", c/o Euroclear Sweden AB, P.O. Box 191,
SE-101 23 Stockholm, by telephone + 46 8 402 90 72 or via the
company website www.loomis.com, by Thursday
April 27, 2023, at the latest, preferably before
4 p.m. When registering to attend,
the shareholder must provide name, personal identity number
(corporate identity number), address, telephone number and the
number of any representative (no more than two).
If a shareholder is represented by proxy, a written and dated
power of attorney signed by the shareholder must be issued to the
proxy. A proxy form is available on the company website,
www.loomis.com. If the shareholder is a legal entity, a certificate
of registration or a corresponding document for the legal entity
shall be attached. In order to facilitate registration at the AGM,
the power of attorney as well as the certificate of registration
and other authorization documents should be received by the company
prior to the AGM.
Nominee registered shares
A shareholder whose shares are nominee registered through a bank
or other nominee must, in addition to giving notice of
participation at the AGM, 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 Tuesday April 25, 2023, will take into account
voting right registrations completed no later than Thursday April 27, 2023. 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.
B. AGENDA
Proposal for agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two person(s) to approve the
minutes.
6. Determination of compliance with the rules of
convocation.
7. The President and CEO's report.
8. Presentation of
(a) the annual report and the auditor's report and the
consolidated financial statements and the group auditor's report,
and
(b) the statement by the auditor on the compliance with
the guidelines for remuneration to group management applicable
since the last annual general meeting.
9. Resolutions on
(a) 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, 2022,
(b) appropriation of the company's profit according to the
adopted balance sheet,
(c) record date for dividend, and
(d) discharge of the Board members and the President and
CEO from liability for the financial year 2022.
10. Determination of the number of Board members.
11. Determination of fees to Board members and
auditor.
12. Election of Board members and Chairman of the Board of
Directors.
13. Election of auditor.
14. Resolution on approval of the remuneration report.
15. Resolution on implementation of a long-term
share-based incentive program, including hedging measures through
conclusion of a share swap agreement.
16. Resolution on authorization of the Board of Directors
to resolve on repurchase and transfer of own shares.
17. Closing of the Meeting.
Nomination Committee
At the annual general meeting 2022, principles for the
appointment of the Nomination Committee were adopted, entailing
that the Nomination Committee shall be composed of representatives
of the four 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. In certain cases, the
composition of the Nomination Committee shall be changed upon
ownership changes that takes place after that date.
The Nomination Committee for the AGM consists of the Chairman
Elisabet Jamal Bergström (SEB Fonder), Bernard Horn (Polaris Capital Management),
Jacob Lundgren (Second Swedish
National Pension Fund) and Tobias
Shute (Paradice Investment Management LLC). The Chairman of
the Board of Directors, Alf
Göransson, has been co-opted to the Nomination
Committee.
Election of Chairman of the meeting (item 2 on the agenda)
The Nomination Committee has proposed that the Chairman of the
Board of Directors, Alf Göransson,
is elected as Chairman of the AGM.
Resolutions on dividend and record date (items 9(b) and (c) on
the agenda)
The Board of Directors proposes a dividend of SEK 12 per share.
As record date for the dividend, the Board of Directors proposes
Monday May 8, 2023. Should the AGM
resolve in accordance with the proposal, the dividend is expected
to be distributed by Euroclear Sweden AB on Thursday May 11, 2023.
Proposals for election of Board members, Chairman of the Board
of Directors and auditor and resolution regarding fees (items 10–13
on the agenda)
The Nomination Committee has proposed that the AGM resolves on
the following:
The number of Board members elected by the AGM shall be seven,
with no deputy members. The Nomination Committee proposes
re-election of the Board members Alf Göransson, Jeanette Almberg, Lars Blecko, Cecilia Daun
Wennborg, Liv Forhaug, Johan
Lundberg and Santiago Galaz,
all for the period up to and including the annual general meeting
2024, with Alf Göransson as Chairman of the Board of Directors.
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 2024 shall amount to SEK 5,300,000 in total (based on an unchanged
number of committee members) to be distributed among the Board
members as follows: the Chairman of the Board of Directors shall
according to the proposal receive SEK
1,300,000 (1,100,000) and each of the other Board members
shall receive SEK 550,000 (470,000).
The remuneration for committee work shall amount to SEK 300,000 (250,000) for the Chairman of the
Audit Committee, be unchanged and amount to SEK 100,000 for the Chairman of the Remuneration
Committee, be unchanged and amount to SEK
125,000 for the members of the Audit Committee and be
unchanged and amount to SEK 50,000
for the members of the Remuneration Committee.
The accounting firm Deloitte AB is proposed for re-election for
a term 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 implementation of a long-term share-based
incentive program, including hedging measures through conclusion of
a share swap agreement (item 15 on the agenda)
The Board of Directors proposes that
the AGM resolves on implementing a new long-term incentive program
on the following terms:
1. Background and reasons
The proposal to implement a new long-term incentive program
("LTIP 2023") for the group management and other key
employees, in total approximately 80 persons, is made in light of
the Board of Directors' conviction that the proposed program is
beneficial to the company's shareholders as it will strengthen the
group's ability to retain and recruit top executives and is
expected to further increase alignment between the interests of the
participants with those of the shareholders and thereby ensure
maximum long-term value creation.
As with the previously resolved long-term incentive programs
LTIP 2018 and LTIP 2021, the Board of Directors proposes that also
LTIP 2023 shall be based on the principles that the participants
must invest in Loomis shares, or allocate shares already held to
the program, and remain in their respective employment in the group
during the term of the program. Further, it is proposed that LTIP
2023, as previous programs, shall consist of a performance share
plan, however the proposal is also proposed to include a share
matching plan. For the performance share plan, it is proposed that
a second performance target relating to CO2 emissions reduction is
introduced in addition to the target relating to earnings per
share. The latter is proposed to be determined yearly during the
term of the program.
To hedge any delivery of shares to the participants under LTIP
2023, the Board of Directors proposes that Loomis enters into a
share swap agreement with a third party.
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 2023 is conditional upon the respective
participant undertaking, not later than May
22, 2023, to (i) make an own investment in Loomis shares on
the stock market and allocate such shares to LTIP 2023, or (ii)
allocate shares already held by the participant to LTIP 2023
(provided that such shares have not already been allocated to LTIP
2021) ("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 per cent of the respective participants' gross salary, and
(ii) a maximum of 15 per cent for group management and for the
other participants 10 per cent 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, 2023.
1. Terms and conditions for Matching Shares and
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, 2026 (the "Vesting
Period") and (ii) the participant has not sold or otherwise
transferred any Saving Shares before the expiration of the Vesting
Period, the participant shall, after the expiration of the Vesting
Period and free of charge (except for tax liabilities), be entitled
to allotment of (i) one Loomis share for each Saving Share held
("Matching Share") and (ii) provided that the Performance
Targets (as defined below) have been met additional Loomis shares
("Performance Shares").
The Performance Targets that have to be met for allotment of
Performance Shares are connected to (i) annual development of
earnings per share (the "EPS Target"), where one third of
the maximum right to allotment of Performance Shares is measured
against the outcome for 2023, one third is measured against the
outcome for 2024 and one third is measured against the outcome for
2025, and (ii) accumulated CO2 emissions reduction (scope 1 and 2
CO2 emissions combined, with 2019 as the baseline year) (the
"CO2 Target") (each a "Performance Target" and
together the "Performance Targets"), in both cases during
the period January 1, 2023–December
31, 2025 (the "Performance Period").
The relative weight between the EPS Target and the CO2 Target
being 90 per cent and 10 per cent, respectively, of the maximum
right to allotment of Performance Shares.
The Performance Targets, as determined by the Board of
Directors, will stipulate minimum and maximum levels with respect
to each Performance Target. The achievement of the EPS Target shall
be determined yearly during the Performance Period, where each year
during the Performance Period is compared to the previous year. The
achievement of the CO2 Target is determined at one time after the
end of the Performance Period for the full Performance Period.
If the minimum target level is not met, no allotment of
Performance Shares shall 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 held to the CEO, the
Regional President Europe, the Regional President USA and the Group CFO, (ii) four Performance
Shares for each Saving Share held to the other members of the group
management and (iii) three Performance Shares for each Saving Share
held 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.
Allotment of any Matching Shares and Performance Shares,
respectively, will take place after the expiration of the Vesting
Period. The final total number of Matching Shares and Performance
Shares to be allotted to each participant shall be rounded to the
nearest whole number. The Board of Directors intends to present the
established Performance Targets in the annual report for the
financial year 2025.
LTIP 2023 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 any
Matching Shares and Performance Shares, respectively, exceeds
SEK 800 per share, the number of
Matching Shares and Performance Shares, respectively, 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 Matching Shares and Performance Shares,
respectively, or to exercise any shareholders' rights in respect of
such shares during the Vesting Period.
2. Form and operation
The Board of Directors shall be responsible for the design and
administration of LTIP 2023 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
Matching Shares and Performance Shares, respectively, to be
allotted or, fully or partly, prematurely terminate LTIP 2023 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 Matching Shares and Performance Shares,
respectively, (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 Matching Shares and Performance Shares,
respectively, or to terminate LTIP 2023 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.
3. Scope
A total of approximately 80 persons will be offered to
participate in LTIP 2023. 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 340, LTIP 2023 is, in accordance with the
above principles and assumptions, expected to comprise a maximum of
350,000 shares in total, which corresponds to approximately 0.47
per cent of the total number of outstanding shares and votes in
Loomis. The number of shares that may be transferred under LTIP
2023 shall be subject to customary recalculation due to any split
or reverse share split, bonus issue, preferential issue and/or
other similar corporate actions.
4. Entering into a share swap agreement
In order to hedge any delivery of Matching Shares and
Performance Shares, respectively, 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.
5. Costs of LTIP 2023
LTIP 2023 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 340, and assuming an annual
increase of the share price of 10 per cent as well as maximum
allotment of Matching Shares and Performance Shares, respectively,
these costs are estimated to approximately SEK 91m before tax.
The cost for the share swap agreement in accordance with section
6 above is estimated to approximately SEK
2m.
The costs of LTIP 2023 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 2023, outweighs the costs related to
the program.
6. Preparation of the proposal
LTIP 2023 has been initiated by the Board of Directors of Loomis
and has been prepared in consultation with external advisors. LTIP
2023 has been processed in the Remuneration Committee and discussed
at Board meetings. 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 2023
cannot be made before the AGM.
7. Other incentive programs in Loomis
At the time of this proposal, Loomis has one outstanding share
related incentive program: LTIP 2021.
LTIP 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 2023, that the respective participant has invested in
Loomis shares (saving shares). The participants are thereby
entitled to receive 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,
2021–December 31, 2023. 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
2023.
For additional information on LTIP 2021, please refer to the
annual report for the financial year 2022, note 7.
Proposal for resolution on authorization for the Board of
Directors to resolve on repurchase and transfer of own shares (item
16 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, on 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 the other
terms and conditions for repurchase and transfer of own shares. The
Chairman of the Board of Directors, or the person appointed by the
Chairman of the Board of Directors, 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.
C. AVAILABLE DOCUMENTATION ETC.
The Nomination Committee's reasoned statement ahead of the AGM
is available on the company's website, www.loomis.com. The
statement is 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 13, 2023, 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
4,197,782 treasury shares.
E. SPECIAL MAJORITY REQUIREMENTS
Resolutions in accordance with the Board of Directors' proposal
under item 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 President and CEO shall, if any
shareholder so requests and if the Board of Directors considers
that it can be done without significant harm for the company, give
information on circumstances that can affect the judgement of an
item on the agenda, circumstances that can affect the assessment of
the company's or its subsidiaries' financial situation and the
consolidated financial statements, as well as the company's
relation to other companies within the group.
G. PROCESSING OF PERSONAL DATA
For information about the processing of your personal data, see
the privacy policy available on the company's website,
www.loomis.com.
* * *
Stockholm in March 2023
The Board of Directors
Loomis AB (publ)
This press release is also available on the company's website,
www.loomis.com
March 29, 2023
CONTACT:
Jenny Boström
Head of Investor Relations
Mobile: +46 79 006 45 92
Email: jenny.bostrom@loomis.com
The following files are available for download:
https://mb.cision.com/Main/51/3742585/1949888.pdf
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Notice to Annual
General Meeting of shareholders in Loomis AB
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SOURCE Loomis AB