SOLNA, Sweden, April 6, 2020 /PRNewswire/ — The shareholders of Loomis AB, Reg. No 556620-8095, are hereby invited to attend the Annual General Meeting (“AGM“) to be held at 5 p.m. CEST on Wednesday 6 May 2020 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
Shareholders who wish to attend the AGM must:
(i) be recorded in the share register maintained by Euroclear Sweden AB, made as of Wednesday 29 April 2020, and
(ii) notify the company of their intention to participate in the AGM at the address 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 Wednesday 29 April 2020, at the latest, preferably before 4 p.m. When registering to attend, the shareholder must provide name, personal identity number (corporate identity number), address and telephone number. Proxy forms are available on the company website www.loomis.com and will be sent to shareholders who contact the company and provide their address. Any proxy or representative of a legal person must submit an authorization document prior to the AGM. The authorization document must not be more than one year old, unless a longer period of validity is stated in the authorization document (maximum five years). As confirmation of the registration, Loomis AB will send an entry card to be presented when signing in for the AGM.
In order to participate in the proceedings of the AGM, shareholders holding nominee-registered shares must submit a request to their bank or broker to have their shares temporarily registered in the shareholders own name with Euroclear Sweden AB. Such registration must be completed by Wednesday 29 April 2020 and the bank or broker should therefore be notified well in advance of this date.
Information about measures due to the new coronavirus
As a precautionary measure to decrease any risk of spreading the coronavirus, the company has decided that no beverages and food will be offered, that the CEO will not give any speech and that some restrictions will be made as to the attendance of non-shareholders. Loomis is carefully monitoring the development and will if necessary on its website www.loomis.com update the information on what measures that are being taken.
With the purpose to minimize the risk of spreading the coronavirus, the Swedish Parliament has adopted a new law involving temporary provisions that, inter alia, extend the possibilities of proxy collection and postal voting at general meetings. The law entails, in short, that the company’s Board may resolve that shareholders who choose not to physically attend the meeting, may exercise their voting rights at the meeting either by giving a person appointed by the company a proxy or by postal voting. The new law will come into force on 15 April 2020. The company intends to provide the possibility to collect proxies or vote by post and further information on this will be made public through a press release and be available at the company website www.loomis.com.
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. 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 AGM.
8. Resolutions regarding
(a) adoption of the Statement of Income and the Balance Sheet and the Consolidated Statement of Income and the Consolidated Balance Sheet as per 31 December 2019,
(b) appropriation of the company’s profit according to the adopted Balance Sheet, and
(c) discharge of the Board of Directors and the President from liability for the financial year 2019.
9. Determination of the number of Board members.
10. Determination of fees to Board members and auditor.
11. Election of Board members and auditor.
12. Resolution on instructions for appointment of the Nomination Committee and the Nomination Committee’s assignment.
13. Determination of guidelines for remuneration to Group Management.
14. Resolution on the implementation of an incentive scheme, including hedging measures through the conclusion of a share swap agreement.
15. Resolution on amendments in the Articles of Association.
16. Closing of the Meeting.
Election of Chairman of the Meeting (item 2 on the agenda)
At the AGM in 2018, 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 AGM. The Nomination Committee for the AGM 2020 has consisted of Hans Ek (SEB Fonder), Bernard Horn (Polaris Capital Management), Helen Fast Gillstedt (Handelsbanken Fonder), Olivia Woo (Mawer Investment Management) and Marianne Nilsson (Swedbank Robur Fonder). The Chairman of the Board, Alf Göransson, has also been co-opted to the Nomination Committee.
The Nomination Committee has proposed that Alf Göransson, Chairman of the Board, be elected Chairman of the AGM 2020.
Proposal for dividend (item 8 (b) on the agenda)
The Board of Directors proposes that no dividend is to be distributed for the financial year 2019, and that the funds available for distribution of SEK 4,781,472,834, including this year’s profit of SEK 691,727,422, is carried forward.
Proposals for election of Board members and auditor and resolution regarding fees (items 9-11 on the agenda)
The Nomination Committee has proposed the following.
The number of Board members shall be six, with no deputy members. The Nomination Committee proposes re-election of the Board members Alf Göransson, Lars Blecko, Johan Lundberg, Jan Svensson and Cecilia Daun Wennborg, and new election of Jeanette Almberg for the period up to and including the AGM 2021, with Alf Göransson as Chairman of the Board. Ingrid Bonde has declined re-election.
The reasoned statement of the Nomination Committee is available at the company website, www.loomis.com.
Fees to the Board members for the period up to and including the AGM 2021 shall amount to SEK 3,725,000 in total (including fees for committee work) to be distributed among the Board members as follows: the Chairman of the Board shall continue to receive SEK 1,000,000 and each of the other Board members shall continue to receive SEK 425,000. The remuneration for committee work shall amount to SEK 250,000 for the Chairman of the Audit Committee, and unchanged to SEK 100,000 for the Chairman of the Remuneration Committee, unchanged to SEK 100,000 for the members of the Audit Committee and unchanged to 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 be auditor in charge.
The auditor’s fee is proposed to be paid according to approved invoice.
Proposal regarding instructions for appointment of the Nomination Committee and the Nomination Committee’s assignment (item 12 on the agenda)
The Nomination Committee proposes that the following instructions for appointment of the Nomination Committee and the Nomination Committee’s assignment are resolved by the AGM 2020.
The Nomination Committee shall be composed of representatives of the five largest shareholders in terms of voting rights, based on a register of owner-registered shareholders maintained by Euroclear Sweden AB or other reliable information on shareholdings as of August 31 every year. The Chairman of the Board shall convene the Nomination Committee to its first meeting and shall also be co-opted to the Nomination Committee. Should a shareholder decline to participate in the Nomination Committee, a representative from the largest shareholder in turn shall be appointed. The composition of the Nomination Committee for the AGM shall be publicly announced no later than six months prior to each AGM.
In the event one or more shareholders who appointed members of the Nomination Committee, earlier than three months prior to the AGM, no longer are among the five largest shareholders in terms of voting rights, the members appointed by such shareholders shall resign and the shareholder or shareholders who has become one of the five largest shareholders in terms of voting rights shall be entitled to appoint their representatives. If there are only marginal changes in the number of votes held or if the change occurs later than three months prior to the AGM, no changes shall be made in the composition of the Nomination Committee unless there are special circumstances. If a member resigns from the Nomination Committee before the work is completed and the Nomination Committee finds it suitable, a substitute shall be appointed. Such substitute shall be appointed from the same shareholder or, if that shareholder no longer is among the largest shareholders in terms of voting rights, from the largest shareholder next in line. A change in the composition of the Nomination Committee shall immediately be publicly announced.
The term of office for the Nomination Committee runs until the next composition of the Nomination Committee has been announced. No remuneration shall be paid out to the members of the Nomination Committee. Potential necessary expenses for the work of the Nomination Committee shall be paid by the company.
The Nomination Committee shall prepare proposals regarding the election of Chairman of the General Meeting, members of the Board of Directors, Chairman of the Board, auditor, fees for the members of the Board including division between the Chairman and the other Board members, as well as fees for committee work, fees to the company’s auditor and changes of the instructions for the Nomination Committee.
This instruction shall apply until further notice.
Proposal for Guidelines for Remuneration to Group Management (item 13 on the agenda)
The Board proposes that the AGM resolves on guidelines for remuneration to Group Management in accordance with the following.
1. Scope of the guidelines etc.
These guidelines concern remuneration and other employment benefits to individuals who 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. A part 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 section 3 below. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.
Since 2010, a recurring share related incentive scheme involving approximately 350 of Loomis key-employees, including the Group Management, has been resolved by the AGMs in Loomis AB. In addition to the recurring incentive scheme, the extraordinary general meeting in Loomis on 5 September 2018 adopted a long-term share save based incentive scheme for the Group Management and certain key-employees. Since the incentive schemes have been resolved by the general meeting, they are excluded from these guidelines. The share-related incentive scheme proposed by the Board of Directors and submitted to the AGM 2020 for approval is excluded for the same reason. The performance criteria used to assess the outcome of the above mentioned schemes are distinctly linked to the business strategy and thereby to the company’s long-term value creation, including its sustainability. At present, these performance criteria comprise earnings per share (EPS), specific profit targets for different profit units and individual performance targets. The long-term share save based incentive scheme is further conditional upon the participant’s own investment and a holding period of several years. For more information regarding these incentive schemes, including the criteria which the outcome depends on, please see Loomis’ website www.loomis.com.
3. Principles of different types of remuneration
The fixed salary for the Group Management within Loomis is to be competitive and on market terms and based on the individual executive’s area of responsibility, powers, competence and experience.
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 President and CEO, the variable remuneration shall amount to a maximum of 85 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 100 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.
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, 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’ policies. 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 appointed among the members of the Board of Directors 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 President and CEO is made by the entire Board of Directors. For other members of the Group Management, the decision is made by the President and 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 AGM. 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.
Proposal for a resolution on the implementation of an incentive scheme, including hedging measures through the conclusion of a share swap agreement (item 14 on the agenda)
Background and Motives
Since 2010, a recurring share related incentive scheme has been resolved by the AGMs in Loomis AB to make it possible for approximately 350 of Loomis’ key-employees to become shareholders of Loomis which is deemed to be important in order to further strengthen the employee participation in Loomis’ future success and development. It is the opinion of the Board that the incentive schemes have been appropriate and contributed to the creation of joint goals for key-employees and the shareholders as well as Loomis’ success in attracting and keeping competent management employees. The Board therefore proposes that the AGM 2020 resolves on a new incentive scheme with terms and conditions which in essence correspond with the terms and conditions of the incentive schemes adopted by the AGMs 2010 – 2019.
The proposal principally entails that 1/3 of any annual bonus earned may be paid in the form of class B shares in Loomis with delayed payment and subject to continued employment with Loomis. It is the assessment of the Board that the proposed incentive scheme will contribute to retaining the group’s attractiveness as an employer.
(A) Implementation of an Incentive Scheme
The Board proposes that the AGM resolves on a share and cash bonus incentive scheme (the “Incentive Scheme“), in accordance with the following main principles. Approximately 350 employees will participate in the Incentive Scheme and thereby be entitled to receive a part of the yearly bonus in the form of shares in Loomis, provided that certain predetermined and measurable performance criteria are met. The principles already applicable under the existing incentive scheme, within the scope of the principles on remuneration to Group Management adopted by the AGM, will continue to apply. The existing principles relate to result improvements and are set as close to the local business as possible and aim for long term profitability of the group. For parent company employees the performance based targets relate to earnings per share (“EPS“) for Loomis compared with previous year. For other participants in the Incentive Scheme, the performance based targets relate to improvement of profits of the applicable profit centre. The performance based targets vary depending on in which part of the business the employee works, but are principally based on an annual improvement of EPS or EBITA within the employee’s area of responsibility. Provided that applicable performance criteria are met, the annual bonus will be determined at the outset of 2021 and be payable by (i) 2/3 in cash at the outset of 2021 and (ii) 1/3 in class B shares (the “Bonus Shares“) at the outset of 2022. The number of Bonus Shares to which each participant will be entitled shall be determined by the ratio between the available bonus and the share price at the time of determination of the bonus. Distribution of Bonus Shares in accordance with (ii) is subject to the following two conditions: (1) if the total accrued bonus amounts to less than EUR 4,800, the whole bonus will be paid out in cash in accordance with (i) above, and (2) the employee must remain employed by Loomis as of the last day of February 2022, except where an employee has left his/her employment due to retirement, death or long-term disability, in which case the employee shall have a continued right to receive Bonus Shares.
Prior to the distribution of Bonus Shares, the employee will not be awarded any shareholder rights (e.g. voting rights or rights to dividend) connected to the Bonus Shares. At distribution of the Bonus Shares, the employee shall however be entitled to additional shares up to a value corresponding to any dividend paid as regards the Bonus Shares (based on the value of the share at the time of distribution) during the period from payment of the cash bonus until the distribution of the Bonus Shares. The Board shall be entitled to resolve on a reduction of the distribution of Bonus Shares if distribution in accordance with the above conditions – considering Loomis’ result and financial position, other circumstances regarding the group’s development and the conditions on the stock market – would be clearly unreasonable. Participation in the Incentive Scheme presumes that such participation is lawful and that such participation in Loomis’ opinion can take place with reasonable administrative costs and economic efforts. The Board shall however be entitled to implement an alternative incentive solution for employees in such countries where participation in the Incentive Scheme is not advisable, which alternative solution shall, as far as practically possible, correspond to the terms of the Incentive Scheme.
The Board shall be responsible for the particulars and the handling of the Incentive Scheme within the frame of the above principal guidelines and shall also be entitled to make such minor adjustments which may prove necessary due to legal or administrative circumstances. The detailed terms and conditions to apply between Loomis and the participant shall, subject to limitations under applicable laws and regulations, contain a right for Loomis to, under certain circumstances, reduce or reclaim all, or parts of, the yearly bonus and Bonus shares respectively (so called claw-back).
(B) Incentive Scheme Costs and Hedging Measures Based on a Share Swap Agreement
Except as stated below regarding the share swap agreement, the fact that a part of the bonus is made share related will entail certain costs relating to the administration of the Incentive Scheme in addition to, among other things, payroll expenses and social security payments, which would follow if the Incentive Scheme would have been implemented as a completely cash-settled program. These costs relating to the administration of the Incentive Scheme are not expected to be material.
The financial exposure of the Incentive Scheme is proposed to be hedged by Loomis entering into a share swap agreement with a third party, whereby the third party in its own name shall acquire and transfer shares in the company to employees participating in the scheme. Based on the outcome of the previous incentive schemes, the conclusion of the swap agreement is estimated to involve costs of approximately SEK 350,000.
Total Number of Shares and Effects on Important Key Ratios
The hedging measure above will have no effect on the profit per share except for the increased costs that the Incentive Scheme may entail.
The Incentive Scheme is estimated to comprise maximum 302,000 shares (based on the maximum outcome adjusted to the present number of entitled employees and an estimated share price of SEK 200) corresponding to 0.40 percent of the total number of outstanding shares and votes in Loomis.
Other incentive schemes in Loomis
In addition to the recurring incentive scheme, a long-term share save based incentive scheme (“LTIP 2018-2021“) for the Group Management and certain key-employees was adopted by the Extraordinary General Meeting in Loomis on 5 September 2018. LTIP 2018-2021 principally entails that the participants must make their own investments in Loomis class B shares (“Saving Shares“). Subject to certain conditions being met, each participant is entitled to receive so-called performance shares free of charge after the expiration of a vesting period which expires on 28 February 2022. LTIP 2018-2021 comprises 240,560 class B shares in total, which corresponds to approximately 0.32 percent of the total number of outstanding shares and votes in Loomis. The performance shares have been hedged through the conclusion of a share swap agreement at a cost of approximately SEK 500,000. In total, all members of Group Management and 37 key-employees (in aggregate 45 persons) have decided to participate in LTIP 2018-2021 by investing in a total of 93,749 Saving Shares at an average price of SEK 278.94 per share. It is the opinion of the Board that both the recurring incentive scheme and LTIP 2018-2021 are and have been appropriate and have contributed to the creation of joint goals for key-employees and the shareholders.
In aggregate, Loomis’ outstanding incentive schemes, including the Incentive Scheme, are estimated to comprise a maximum of 717,560 shares, corresponding to 0.95 percent of the total number of outstanding shares and votes in Loomis.
The resolutions according to (A) and (B) above shall be adopted as one resolution. In order to be valid, this resolution must be supported by shareholders representing more than half of the votes cast, or, in case of equal voting, by the opinion supported by the Chairman of the AGM.
Proposal for amendments in the Articles of Association (item 15 on the agenda)
As the company no longer has any class A shares issued, the Board proposes that the AGM resolves to amend the Articles of Association by removing the possibility to issue different series of shares. This entails that § 5 of the Articles of Association, except for the first paragraph in which the wording remains unamended as set out below, shall be deleted and that the current § 12, in its entirety, shall be deleted. The proposed amendments do not entail any changes as to the rights for the company’s existing class B shares, which will be referred to only as ordinary shares after the amendments in the Articles of Association have been registered.
Proposed wording § 5
The number of shares issued shall be no less than sixty million (60,000,000) and no more than two hundred and forty million (240,000,000).
Furthermore, the Board proposes that § 9 para. 1 is amended as set out below, in order for it to be compliant with the expected amendment in the Swedish Companies Act.
Proposed wording § 9 para. 1
A shareholder, who wants to take part in the negotiations at a General Meeting, must be registered in a transcript or other presentation of the share register on the record date for the General Meeting, which is established in accordance with the Swedish Companies Act, and must give notice to the company not later than the day mentioned in the notice convening the meeting. The last mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not fall earlier than on the fifth weekday before the General Meeting.
The Board finally proposes that the proposed new § 12 of the Articles of Association (current § 13) is amended as set out below due to a previous legislative amendment.
Proposed wording § 12 (§ 13 of the current Articles of Association)
The shares of the company shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
Although it is proposed that the formal Swedish version of § 1 of the Articles of Association shall be amended, § 1 of the English translation corresponds also to the new Swedish version, why it shall continue to read as follows.
Proposed wording § 1 (unamended)
The name of the company is Loomis AB. The company is public (publ).
The Board of Directors proposes that the CEO be authorised to make such minor amendments of the proposal as may be required in connection with the registration with the Swedish Companies Registration Office.
The resolution by the meeting requires the support of shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
C. AVAILABLE DOCUMENTATION ETC.
The following documentation will be available at the company and on the company website www.loomis.com as from 15 April 2020, will be available at the AGM and copies of the documentation will also be sent to the shareholders who so request: (i) the accounting material and the Auditor’s Report, including the Board’s proposal for guidelines for remuneration to Group Management, (ii) the statement by the auditor on the compliance of the guidelines for remuneration to Group Management applicable since the last AGM, (iii) the complete proposal of the Nomination Committee on instructions for appointment of the Nomination Committee and the Nomination Committee’s assignment, (iv) the complete proposal of the Board with respect to the Incentive Scheme and (v) the complete proposal of the Board regarding amendments in the Articles of Association.
D. NUMBER OF SHARES AND VOTES IN THE COMPANY
At the time of issue of this notice, the total number of shares in the company amounts to 75,279,829, of which all shares are class B shares. Class B shares entitle to one vote. The total number of votes in the company amounts to 75,279,829. The company holds 53,797 treasury shares.
E. INFORMATION AT THE AGM
The Board of Directors and the President 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, circumstances that can affect the assessment of the financial situation of the company or its subsidiaries and the company’s relationship with another group company.
F. 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 April 2020
Loomis AB (publ)
 The Board of Loomis AB has proposed that the AGM 2020 resolves on amendments in the Articles of Association, removing the possibility to issue two different series of shares. Should the AGM decide in accordance with the Board’s proposal, Loomis will after the AGM only be able to have one class of shares and the current class B shares will only be referred to as ordinary shares.
 Earnings Before Interest, Taxes, Amortization of acquisition-related intangible fixed assets, Acquisition-related costs and revenue and Items affecting comparability.
President and CEO
Email: [email protected]
Email: [email protected]
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SOURCE Loomis AB
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