Annual General Meeting of shareholders in Loomis AB

SOLNA, Sweden, March 29, 2022 /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 at 5 p.m. CEST on Wednesday May 4, 2022, 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 wish 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 26, 2022; 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 28, 2022, 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 shareholders are represented by proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. Proxy forms are available on the company 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 attached. In order to facilitate registration at the AGM, the power of attorney as well as the registration certificate and other authorization documents should be received by the company prior to the AGM.

Nominee registered shares

Shareholders 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 26, 2022, will take into account voting right registrations completed no later than Thursday April 28, 2022. 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
1. the annual report and the auditor's report and the consolidated financial statements and the group auditor's report, and
2. 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
1. 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, 2021,
2. appropriation of the company's profit according to the adopted balance sheet,
3. record date for dividend, and
4. discharge of the Board members and the President and CEO from liability for the financial year 2021.           
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 instructions for appointment of the Nomination Committee and the Nomination Committee's assignment.           
15. Resolution on approval of the remuneration report.           
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 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 Fonder), Bernard Horn (Polaris Capital Management), Peter Lundkvist (Third Swedish National Pension Fund), Jacob Lundgren (Second Swedish National Pension Fund) and Robin Nestor (Lannebo Fonder). 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 8.50 per share.

As record date for the dividend, the Board of Directors proposes Friday May 6, 2022. Should the AGM resolve in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Wednesday May 11, 2022.

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 and Johan Lundberg, and new election of Santiago Galaz, all for the period up to and including the annual general meeting 2023, 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 2023 shall amount to SEK 4,570,000 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 1,100,000 (1,050,000) and each of the other Board members shall receive SEK 470,000 (445,000). The remuneration for committee work shall be unchanged and amount to SEK 250,000 for the Chairman of the Audit Committee, be unchanged and amount to SEK 100,000 for the Chairman of the Remuneration Committee, amount to SEK 125,000 (100,000) 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 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.

Proposal regarding instructions for appointment of the Nomination Committee and the Nomination Committee's assignment (item 14 on the agenda)

The Nomination Committee proposes that the instructions be adjusted in such way that the Nomination Committee shall be composed of representatives of the four largest shareholders in terms of voting rights instead of the five largest shareholders in terms of voting rights. Otherwise, the instructions shall be unchanged.

The Nomination Committee has therefore proposed that the following instructions for appointment of the Nomination Committee and the Nomination Committee's assignment are resolved by the AGM:

"The Nomination Committee shall be composed of representatives of the four 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 each year. The Chairman of the Board of Directors 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 annual general meeting shall be publicly announced no later than six months prior to each annual general meeting.

In the event one or more shareholders who appointed members of the Nomination Committee, earlier than three months prior to the annual general meeting, no longer are among the four largest shareholders in terms of voting rights, the members appointed by such shareholders shall resign and the shareholder or shareholders who have become one of the four 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 annual general meeting, 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. Any 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 general meetings, Board of Directors, Chairman of the Board of Directors, auditor, fees for the Board members 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."

Resolution on approval of the remuneration report (item 15 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 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 Wednesday April 13, 2022, 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 1,433,782 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 & 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 2022

The Board of Directors

Loomis AB (publ)

This press release is also available on the company's website, www.loomis.com.

March 29, 2022

CONTACT:

Patrik Andersson
President and CEO 
Mobile: +46 76 111 34 00   
Email: [email protected]

Kristian  Ackeby
CFO
Mobile: +46 70 569 69 98   
Email: [email protected]

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SOURCE Loomis AB