Notice of annual general meeting of the shareholders in Intrum Justitia AB (publ)
The shareholders of Intrum Justitia AB (publ) are hereby summoned to the annual general meeting on Wednesday 24 April 2013, at 3.00 p.m. at Summit, Grev Turegatan 30, Stockholm, Sweden. Coffee is served from 2.00 p.m.
Shareholders who wish to participate in the annual general meeting shall
- be recorded as shareholders in the register of shareholders maintained by Euroclear Sweden AB (the Swedish Central Securities Depository) on Thursday, 18 April 2013, and
- notify the company of their intention to participate in the meeting no later than on Thursday, 18 April 2013.
The notification shall be made in writing to Intrum Justitia AB, “Årsstämma”, 105 24 Stockholm or by e-mail to firstname.lastname@example.org. The notification shall include:
- personal identity number / registration number
- telephone number (daytime)
- registered shareholding
- information on potential assistants (maximum two)
- where applicable, information on deputies or representatives
Shareholders represented by proxy shall send the written, dated and signed proxy to the company in original in ample time before the annual general meeting. Attested copies of the certificate of registration (or equivalent authorization documents) evidencing the authority to issue the proxy, shall be enclosed if the proxy is issued by a legal entity. A proxy form is available on the company’s website, www.intrum.com.
Shareholders whose shares are nominee-registered shall, in order to participate in annual general meeting, temporarily register the shares in the shareholder’s own name. Such registration shall be effected by Euroclear Sweden AB not later than on Thursday, 18 April 2013. This means that shareholders who wish to make such registration must notify the nominee well in advance of 18 April 2013.
Personal data obtained from notifications, proxies and the share register maintained by Euroclear Sweden AB will be used for the necessary registration and preparation of the voting list for the annual general meeting.
The shareholders are reminded of their right to ask questions to the board and the managing director at the annual general meeting in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
There are in total 74,744,651 shares and votes in the company at the time of the notice. The company does not hold any own shares.
- Opening of the meeting
- Election of the chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of persons to verify the minutes (and to count votes)
- Determination as to whether the meeting has been duly convened
- a) Presentation of the board’s and the boards committees’ work
b) Presentation by the managing director
- Submission of the annual accounts and the auditor’s report, and consolidated accounts and auditor’s report on the consolidated accounts, for the financial year 2012
- Resolution on adoption of profit and loss statement and balance sheet and consolidated profit and loss statement and consolidated balance sheet
- Resolution on appropriation of profit
- Resolution on discharge of members of the board and managing director from liability for the administration of the company during the year 2012
- Determination of the number of board members and deputy board members. In connection hereto, a report on the work of the nomination committee
- Determination of remuneration to the members of the board and fees to the auditor
- Election of board members and deputy board members as well as chairman of the board
- Election of auditor
- Resolution regarding the nomination committee for 2014
- Resolution regarding guidelines for remuneration and other terms of employment for company management
- Authorisation for the board to resolve on acquisition and transfer of the company’s own shares
- Conclusion of the annual general meeting
The company’s nomination committee consist of:
- Hans Hedström (chairman) Carnegie Fonder
- Mats Gustafsson Lannebo Fonder
- Karl Åberg CapMan Oyj
- Anders Rydin SEB Fonder
- Pia Axelsson Fourth Swedish National Pension Fund
Lars Lundquist, chairman of the board, has been co-opted into the nomination committee.
Shareholders representing approximately 22.8 per cent of the shares and votes in the company as per 31 December 2012 have declared that they support the nomination committee’s proposal.
Proposals by the Nomination Committee
Item 2 Lars Lundquist is proposed to be appointed chairman of the meeting.
Item 12 The board is proposed to consist of eight (8) board members with no deputy board members.
Item 13 The remuneration to the board and for committee work is proposed to amount to a total of SEK 3,520,000 (an increase of SEK 320,000 due to one additional board member being proposed) and distributed as follows:
- SEK 770,000 to the chairman of the board
- SEK 320,000 to each of the other board members
- SEK 150,000 to the chairman of the audit committee
- SEK 75,000 to each of the other two audit committee members
- SEK 70,000 to each of the three members of the remuneration committee
Fees to the auditor are proposed to be paid in accordance with approved invoices.
Item 14 Six of the current board members – Lars Lundquist, Matts Ekman, Joakim Rubin, Charlotte Strömberg, Fredrik Trägårdh and Joakim Westh – are nominated for re-election for the period until the conclusion of the next annual general meeting. Helen Fasth-Gillstedt has declined re-election.
It is proposed to elect Synnöve Trygg and Magnus Yngen as new board members for the period until the conclusion of the next annual general meeting.
It is proposed to re-elect Lars Lundquist as chairman of the board for the period until the conclusion of the next annual general meeting.
Item 15 It is proposed to elect Ernst & Young AB, with the authorised auditor Lars Träff as the auditor in charge, for the period until the conclusion of the next annual general meeting.
Item 16 The nomination committee proposes that the meeting resolves upon principles for appointment of a nomination committee for the annual general meeting 2014 substantially in accordance with the following:
that the chairman of the board shall convene the five largest shareholders of the company based on the number of votes held at the end of August, who then shall have the right to appoint one member each to the nomination committee. If so requested, the nomination committee shall have the right to co-opt one additional member.
that the committee shall be chaired by one of its members. Not more than two of the committee’s members may be members of the company’s board. The chairman of the board shall present any matters regarding the board’s work that may be of importance for the nomination committee’s work, including, in relevant parts, inter alia an evaluation of the work of the board and the requirements and specific skills to be represented by the board members;
that individual shareholders in the company shall have the possibility to propose members of the board to the nomination committee for further assessment within its scope of work;
that information regarding the composition of the nomination committee shall be presented on the company’s website not later than six months before the annual general meeting 2014;
that the nomination committee shall have the right to charge the company for the costs of recruitment, if this is deemed necessary to obtain an adequate selection of candidates for the board;
that, in accordance with the requirements of the Swedish Code of Corporate Governance, the nomination committee shall present a statement with respect to their proposal regarding board composition in connection with the issue of notice to shareholders’ meetings; and
that the nomination committee shall prepare proposals in the below listed matters to be presented to the annual general meeting in 2014 for resolution:
- proposal for chairman of the annual general meeting,
- proposal for number of board members,
- proposal for board members,
- proposal for chairman of the board,
- proposal for auditor,
- proposal for fees to the chairman of the board, to each of the other board members and to the auditor,
- proposal for remuneration for committee work, to the chairman of the relevant committee and to each of the committee´s other members, and
- proposal for the criteria to be used in electing a new nomination committee.
Proposals by the board
Disposition of profit
Item 10 The board and the managing director propose that the profits at the disposal of the annual general meeting, consisting of share premium reserve of SEK 111,255,876 fair value reserve of SEK -594,066,696, accumulated profits of SEK 4,788,128,756 and the result for the year of SEK -450,390,350 in total amounting to SEK 3,854,927,586 is appropriated so that SEK 5.00 per share, in total SEK 398,723,255 is distributed to the shareholders and that the remaining balance of SEK 3,456,204,331 is carried forward. As record day for the dividend, the board proposes Monday, 29 April 2013. If the annual general meeting resolves in accordance with the proposal, the dividend is estimated to be paid out via Euroclear Sweden AB on Friday, 3 May 2013.
Guidelines for remuneration and other terms of employment for company management
Item 17 The board proposes that guidelines shall be applied for the time up until the annual general meeting 2014 and that the annual general meeting approves the principles. The proposal has been prepared by the board and the remuneration committee of the board and entails in short:
The total remuneration shall be competitive in every market where Intrum Justitia is active, so that competent and skilful employees can be attracted, motivated and retained. Individual remuneration level shall be based on competence, responsibility and performance.
The total remuneration may consist of four main components; base salary, short-term variable salary programmes, long-term variable salary programmes and pension benefit.
The base salary is based upon the complexity of work and the executive's performance and competence.
The variable salary programmes shall be capped. Payment under variable salary programmes shall be conditional on certain objectives being met, usually profitability related objectives or objectives related to the ongoing strategy transformation.
The cost for short-term variable salary programmes to the managing director and other key executives is estimated not to exceed SEK 11.5 million, excluding social security charges, in 2013.
The purpose of long-term variable salary programmes is to create a long term commitment to Intrum Justitia, to strengthen the overall perspective on Intrum Justitia and to offer the participants an opportunity to take part in Intrum Justitia’s long-term success and value creation. Such programmes shall be performance-based.
New pension plans shall be defined contribution-based and the size of the pensionable salary shall be capped.
The board shall have the possibility to deviate from the approved principles if special reasons exist in an individual case.
Authorisation to the board to resolve on acquisition and transfer of own shares
Item 18 In order to give the board flexibility to, during the period until the next annual general meeting, resolve upon changes of the capital structure of the company and thereby create an increased shareholder value it is proposed by the board that:
that the annual general meeting authorises the board to, during the period until the next annual general meeting and on one or more occasions, resolve on repurchase of own shares corresponding to a holding by the company, at any given time, which does not exceed 10 per cent of all shares in the company. Buy-back of shares shall be made on NASDAQ OMX Stockholm and only at a price which is within the interval at any time recorded and this shall refer to the interval between the highest buying price and the lowest selling price; and
that the annual general meeting authorises the board to, during the period until the next annual general meeting and on one or more occasions, resolve on transfer of own shares for, or in connection with, or as a consequence of acquisition of companies, businesses or debt portfolios.
Accounts and auditor’s report for the financial year 2012, the nomination committee’s complete proposals regarding items 14 and 16, the board’s complete proposals regarding items 17 and 18, the board’s statement in accordance with Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act and the auditor’s statement whether the board’s guidelines for remuneration to key executives have been applied will not later than 3 April 2013 be held available at the company’s office at Hesselmans Torg 14 in Nacka, Sweden, and on the company’s website www.intrum.com, and will be sent to the shareholders who request this and who inform the company of their postal address.
Stockholm, in March 2013
The board of Intrum Justitia AB (publ)
Intrum Justitia is Europe’s leading Credit Management Services (CMS) group and offers services designed to measurably improve clients’ cash flows and long-term profitability. Intrum Justitia was founded in 1923, has around 3,100 employees in 22 countries and revenues of approximately SEK 3.8 billion in 2010. Intrum Justitia AB is listed on NASDAQ OMX Stockholm since 2002. For further information, please visit www.intrum.com