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
- Opening of the
Meeting.
- Election of Chairman of the meeting.
- Preparation and approval of the voting
list.
- Approval of the
agenda.
- Election of one or two person(s) to approve the minutes.
- Determination of compliance with the rules of
convocation.
- The President and CEO's
report.
- 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,
2021,
- appropriation of the company's profit according to the adopted
balance sheet,
- record date for dividend, and
- discharge of the Board members and the President and CEO from
liability for the financial year
2021.
- Determination of the number of Board members.
- Determination of fees to Board members and auditor.
- Election of Board members and Chairman of the Board of
Directors.
- Election of
auditor.
- Resolution on instructions for appointment of the Nomination
Committee and the Nomination Committee's
assignment.
- Resolution on approval of the remuneration
report.
- Resolution on authorization of the Board of Directors to
resolve on repurchase and transfer of own
shares.
- 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: 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,c3534485
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Annual General Meeting
of shareholders in Loomis AB
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SOURCE Loomis AB