Annual General Meeting of Loomis AB (publ)
At today's Annual General Meeting of Loomis AB (publ) the following was resolved:
Board of Directors
The Annual General Meeting resolved that the number of Board members shall be six with no deputy members. The Meeting re-elected Signhild Arnegård Hansen, Lars Blecko, Marie Ehrling, Alf Göransson, Jan Svensson and Ulrik Svensson. Alf Göransson was re-elected Chairman of the Board. The fee to the Board members was determined to a total of SEK 1,825,000 (including fees for committee work) apportioned so that the Chairman of the Board shall receive SEK 500,000 and the other Board members, except for the CEO, SEK 250,000 each. The Chairman of the Audit Committee shall receive SEK 150,000, the Chairman of the Remuneration Committee SEK 75,000, a member of the Audit Committee SEK 75,000 and a member of the Remuneration Committee SEK 25,000.
The Meeting re-elected Mikael Ekdahl (Melker Schörling AB), Marianne Nilsson (Swedbank Robur fonder) and Per-Erik Mohlin (SEB Fonder/SEB Trygg Liv) and new elected Frank Larsson (Handelsbanken Fonder) and Jan Svensson (Investment AB Latour, etc.) as members of the Nomination Committee before the Annual General Meeting 2013. Jan Svensson was appointed Chairman of the Committee.
In accordance with the proposal of the Board, the Meeting resolved to declare a dividend of SEK 3.75 per share.
May 11, 2012 was determined as record date for dividend and payment from Euroclear Sweden AB is expected to commence on May 16, 2012.
Guidelines for remuneration to management
The Annual General Meeting resolved on the adoption of guidelines for remuneration to management, principally entailing that the remuneration and terms of employment shall be competitive and in accordance with market conditions, in order to ensure that the Loomis Group will be able to attract and keep competent management employees. The guidelines principally entail that the total remuneration to management shall consist of fixed salary, possible variable remuneration and other customary benefits and pension. The variable remuneration shall have an upper limit and be based on pre-determined targets. Pension rights for management employees shall be applicable as from the age of 65, at the earliest and shall, to the extent management is not subject to pension benefits pursuant to collective agreement (ITP-plan), be provided pursuant to a fee-determined pension plan. The Board shall be entitled to deviate from the guidelines in individual cases if there are particular grounds for such deviation. The complete guidelines are published on the company website.
The Meeting resolved, in accordance with the Board proposal, on the implementation of a share and cash based incentive scheme (the “Incentive Scheme”). The implementation of the Incentive Scheme principally entails that 1/3 of any annual bonus earned may be paid in the form of shares of series B in Loomis with delayed payment and subject to continued employment with Loomis.
Approximately 300 employees currently participating in the Loomis incentive scheme will participate in the Incentive Scheme and thereby be entitled to receive a part of the annual bonus in the form of shares in Loomis, provided that certain predetermined and measurable performance criteria, which currently apply under the incentive schemes, are met. The existing principles relates to result improvement and are set as close to the local business as possible and aim for long term profitability of the group.
Provided that the applicable performance criteria are met, the annual bonus will be determined at the outset of 2013 and be payable by (i) 2/3 in cash at the outset of 2013 and (ii) 1/3 in shares of series B (the “Bonus Shares”) at the outset of 2014. The number of 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) presupposes that the participant is employed by Loomis as of the last day of February 2014. If the total accrued bonus amounts to less EUR 4,200, the whole bonus will be paid out in cash in accordance with (i) above.
Furthermore, in order to enable Loomis’ delivery of Bonus Shares in accordance with the Incentive Scheme, the Meeting resolved to authorize the Board to resolve, on one or several occasions until the AGM 2013, on the acquisition of a maximum of 350,000 treasury shares of series B on NASDAQ OMX Stockholm Exchange at a price within the price interval that may be registered at any given time, referring to the interval between the highest purchase price and the lowest selling price. The Board may resolve on acquisition of treasury shares within the scope of a repurchase program in accordance with the Regulation of the European Commission (EC) No. 2274/2003.
To be able to deliver Bonus Shares to the participants in the Incentive Scheme, the Meeting resolved to transfer a maximum of 350,000 treasury shares of series B. The right to acquire shares shall accrue to participants in the Incentive Scheme. The transfer of shares shall take place free of charge.
To cover costs of withholding tax or similar taxes and fees and to be able to dispose of treasury shares that remain unused in Loomis´ possession after the allotment of Bonus Shares the Meeting resolved to authorize the Board of Directors to resolve, on one or several occasions until the AGM 2013, on the transfer of a maximum of 350,000 treasury shares of series B on NASDAQ OMX Stockholm Exchange at a price within the price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sales price.
“In fall 2010 we presented our new strategy, along with operational and financial goals. Our operational goals include an increased market presence in new markets, to increase the share of comprehensive solutions and to improve efficiency throughout the business in general and in our almost 400 branches in particular. Among our financial targets are to achieve an operating margin of at least 10 percent by 2014 at the latest, and to pay a dividend of 40-60 percent of net income,” Loomis’ CEO Lars Blecko told the meeting.
“In 2011 and early 2012 we established operations in two new countries – Turkey and Argentina. The proportion of branches that did not achieve our profitability targets continued to reduce; and at the same time, price increases exceeded cost increases. The operating margin for full-year 2011 increased to 8.3 percent, demonstrating that we are on course for 10 percent, and the 53 percent dividend is approximately in the middle of the range set.”
“I am therefore able to state that we delivered what we promised, and that we continued to create value for our shareholders in 2011,” said Lars Blecko.
Of the acquisitions made, Lars Blecko chose to highlight the acquisition of the Argentinean cash handling company Vigencia at the beginning of April this year. It represents Loomis’ expansion into Latin America, which is fully in line with the strategy presented in 2010. Lars Blecko sees Argentina as a base for further expansion in Latin America, which offers several growth markets for cash handling services with a low degree of outsourcing.
Lars Blecko pointed out that the market for Loomis’ services developed positively in 2011, and that this is partly due to the fact that the amount of cash in circulation has increased both in Europe and in the USA.
Regarding the Group’s results for 2011, Lars Blecko mentioned a number of highlights. These included organic growth of 1 percent compared with ‑1 percent in 2010, and an increase in real growth to 8 percent from ‑1 percent. He also pointed out that earnings per share increased by SEK 0.23 to SEK 7.03, and that the dividend increased by just over 7 percent to SEK 3.75.
This press release is also available at: www.loomis.com
Chairman of the Board
Phone number: +46 10 470 30 00
Loomis offers safe and effective comprehensive solutions for the distribution, handling and recycling of cash for banks, retailers and other commercial companies via an international network consisting of almost 400 branch offices in 16 countries. Loomis has 20 000 employees and annual revenue of 11 billion Swedish kronor. Loomis is a midcap listed company on NASDAQ OMX Stockholm.