Extraordinary General Meeting of Shareholders in Loomis AB (publ)
The shareholders of Loomis AB are hereby invited to attend the Extraordinary General Meeting to be held at 4 p.m. CET on Wednesday 5 September 2018 in Folkets Hus, Stockholm City Conference Center, entrance Barnhusgatan 12-14, Stockholm. Registration for the meeting begins at 3.30 p.m. CET.
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the meeting must:
(i) be recorded in the share register maintained by Euroclear Sweden AB, made as of Thursday 30 August 2018, and
(ii) notify the company of their intention to participate in the meeting at the address Loomis AB, ”EGM”, 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 30 August 2018, 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 meeting. 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 meeting.
In order to participate in the proceedings of the meeting, 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 Thursday 30 August 2018 and the bank or broker should therefore be notified well in advance of this date.
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.
- Resolution on the implementation of a long-term share save based incentive program (LTIP 2018-2021).
- Resolution on amendment of the Articles of Association by including a conversion provision.
- Closing of the meeting.
Election of Chairman of the meeting (item 2 on the agenda)
The Board of Directors proposes that Alf Göransson, Chairman of the Board, be elected Chairman of the meeting.
The Board of Directors’ proposal for resolution on the implementation of a long-term share save based incentive program (LTIP 2018-2021) (item 7 on the agenda)
The Board of Directors proposes that the meeting resolves on the implementation of a long-term share save based incentive program (”LTIP 2018-2021”) comprising the group management and a number of key employees within the Loomis group, approximately 58 employees in total. LTIP 2018-2021 is based on the following principles: (i) the participants must invest some of their own funds in Loomis Class B shares; (ii) the participants must remain in the group for a specified period of time and (iii) the outcome of LTIP 2018-2021, in the form of so called performance shares, is related to the achievement of a fixed performance target.
For purpose of hedging the undertakings and costs related to LTIP 2018-2021, the Board of Directors proposes that Loomis enters into a so called share swap agreement with a third party, under which the third party in its own name shall acquire and transfer shares in the company to the employees participating in the program.
1. Background and reasons
The main purpose of LTIP 2018-2021 is to align the interests of the group management and other key employees with those of the shareholders and thereby ensure maximum long-term value creation. LTIP 2018-2021 furthermore aims to create a long-term focus on the group’s increase in earnings among the participants. In addition, LTIP 2018-2021 is deemed to facilitate for Loomis to recruit and retain members of the group management and other key employees and is linked to the financial targets for 2018-2021 which were announced by Loomis in September 2017.
2. Terms and conditions for participation and acquisition of Saving Shares
In order to participate in LTIP 2018-2021, the participants must make their own investments in Loomis Class B shares (“Saving Shares”) by no later than 30 September 2018, with a right for the Board of Directors to prolong this period by up to two months should there be any legal or other considerable practical obstacles for a participant’s acquisition during this period. In respect of participants joining LTIP 2018-2021 thereafter (new employees), the Board of Directors also the has right to postpone the last day of acquisition to 31 December 2018, at the latest.
Within the scope of LTIP 2018-2021, the Saving Shares may be acquired through a cash investment by way of a participant’s own acquisition of Loomis Class B shares on Nasdaq Stockholm.
The participants shall be divided into four categories, in which acquisition of Saving Shares to LTIP 2018-2021 shall be permitted in accordance with the following:
|Category||Position||Number of Saving Shares|
|1.||President and CEO||Saving Shares corresponding to a value of maximum SEK 2,000,000|
|2.||Regional President Europe and Regional President USA||Saving Shares corresponding to a value of maximum SEK 1,000,000|
|3.||Other members of the group management (approximately 8 individuals)||Saving Shares corresponding to a value of maximum SEK 1,000,000|
|4.||Country Presidents/District Vice Presidents/others (approximately 47 individuals)||Saving Shares corresponding to a value of maximum SEK 500,000|
3. Terms and conditions for the Performance Shares
Provided that (i) the participant has been employed within the group without intermission until the expiration of the vesting period, which expires on 28 February 2022 (the “Vesting Period”); (ii) the participant has not sold any Saving Shares before the expiration of the Vesting Period; and (iii) the performance target (see below) has been met, the participants shall, after the expiration of the Vesting Period and free of charge, be entitled to allotment of a maximum of four Loomis Class B shares for each Saving Share to the company’s CEO, Regional President Europe and Regional President USA, a maximum of three Loomis Class B shares to the other members of the group management and a maximum of two Loomis Class B shares to the other participants (Country Presidents, District Vice Presidents and others) (“Performance Shares”). The performance target that has to be met for allotment of Performance Shares is related to the accumulated performance of earnings per share (EPS) (the “Performance Target”) during the period 1 January 2018–31 December 2021 (the “Performance Period”).
The achievement of the Performance Target will be determined in connection with the publication of the year-end report for 2021 and allotment of Performance Shares will take place after the expiration of the Vesting Period, in March 2022 at the earliest.
The allotment of Performance Shares is based on the minimum and maximum target level of the accumulated performance of EPS during the Performance Period, as determined by the Board of Directors. The Board of Directors believes that the determined minimum and maximum target levels are well adjusted and do not entail a non-substantial increase of EPS. The Board of Directors intends to present the established Performance Target in the annual report for the financial year 2021.
If the minimum target level is not met, no allotment of Performance Shares will be made.
If the upper target level is met or exceeded, full allotment shall be made, corresponding to a maximum of four Performance Shares for each Saving Share to the CEO, Regional President Europe and Regional President USA, a maximum of three Performance Shares for each Saving Share to the other members of the group management and a maximum of two Performance Shares for each Saving Share to the other participants (Country Presidents, District Vice Presidents and others).
If the lower target level is exceeded but the upper target level is not met, a linear proportioned allotment of Performance Shares shall be made. The final number of Performance Shares to be allotted to each participant shall be rounded to the nearest whole number.
LTIP 2018-2021 has a maximum limit in terms of profit for the participants, entailing that if the volume-weighted average price paid for the Loomis Class B share on Nasdaq Stockholm during a period of five trading days immediately preceding the day of allotment of Performance Shares exceeds SEK 800 per share, the number of Performance Shares that each participant is entitled to will be reduced taking the maximum limit into account.
The participant is not entitled to transfer, pledge or sell the right to obtain Performance Shares or to exercise any shareholders’ rights in respect of the Performance Shares during the Vesting Period.
4. New participants
A prerequisite for new participants’ right to join LTIP 2018-2021 is that the Board of Directors resolves thereof no later than 31 December 2018. The number of Performance Shares to be allotted to such new participant shall be adjusted in relation to the earlier performance of EPS during the Performance Period.
5. Form and operation
The Board of Directors shall be responsible for the design and administration of LTIP 2018-2021 and for the detailed terms to be applied between Loomis and the participants in the program in accordance with the terms and principles set out in this proposal. The Board of Directors shall be entitled to make such minor adjustments of these terms and conditions that may be necessary due to legal or administrative conditions. In some cases, the Board of Directors shall furthermore be entitled to reduce the maximum number of Performance Shares to be allotted or, fully or partly, prematurely terminate LTIP 2018-2021 as well as make local adaptations of the program that may be required in order to implement the program in countries concerned at reasonable administrative costs and contributions, including, among other things, to offer cash settlement.
The Board of Directors shall be entitled to resolve on adjusted or changed allotment of Performance Shares (i) for individual participants based on individual circumstances, or (ii) if it is otherwise deemed to be suitable or appropriate due to significant changes in Loomis or the market, or (iii) if the outcome otherwise is considered unreasonable.
The Board of Directors shall be entitled to resolve on adjusted or changed allotment of Performance or the termination of LTIP 2018-2021 should anyone, alone or together with related persons, acquire such a large number of Loomis shares, which, pursuant to applicable regulations, would result in an obligation to make a public offer to acquire the remaining shares in Loomis.
The maximum number of Saving Shares that each participant is entitled to acquire depends on the price of the Loomis Class B share at the time of the acquisition. Provided that the Loomis Class B share is traded around SEK 285 at the time of allotment of the Performance Shares, LTIP 2018-2021 will, in accordance with the principles and assumptions, comprise a maximum of 300,000 Class B shares in total (excluding shares to cover social security contributions), which corresponds to approximately 0.4 per cent of the total number of outstanding shares and approximately 0.3 per cent of the total number of votes in Loomis. The number of shares that may be transferred under LTIP 2018-2021 shall be subject to customary recalculation due to any intervening split or reverse share split, bonus issue, preferential issue and/or other similar corporate actions. In case of a recalculation, the limitation on the profit per share may also be subject to recalculation.
7. Entering into a share swap agreement
In order to hedge delivery of Performance Shares and to cover administrative costs, mainly for social security contributions, the Board of Directors proposes that Loomis enters into a share swap agreement with a third party. The share swap agreement entails that the third party in its own name shall acquire and transfer Loomis Class B shares to employees comprised by LTIP 2018-2021 as well as sell Loomis Class B shares over the market.
8. Costs of LTIP 2018-2021
LTIP 2018-2021 will give rise to personnel costs during the Vesting Period, partly in terms of wages and salaries in the accounts and partly in terms of social security contributions. Based on the current trading level of approximately SEK 285 per share and assuming maximum allotment of Performance Shares, these costs are estimated to approximately MSEK 80 after tax. The cost for entering the share swap agreement in accordance with section 7 above is estimated to approximately SEK 500,000. In addition to the costs incurred by the program, the share swap agreement will not affect the earnings per share.
The Board of Directors deems that the positive effects on the result that are expected as a result of increased share ownership among the group management and persons in senior managerial positions, which may be further increased through LTIP 2018-2021, outweighs the costs related to LTIP 2018-2021.
9. Preparation of the proposal
LTIP 2018-2021 has been initiated by the Board of Directors of Loomis and has been prepared in consultation with external advisors. The program has been processed in the Remuneration Committee and discussed at Board meetings during 2018. The Board of Directors, excluding the CEO, has prepared the parameters of the program.
10. Other incentive programs in Loomis
Loomis presently has two share based incentive programs which were implemented by resolutions at the Annual General Meeting 2017 and 2018, respectively. The incentive programs enable approximately 350 key employees within Loomis to become shareholders of Loomis, through the participant’s opportunity to receive parts of the annual bonus in Loomis Class B shares. It is the Board of Director’s opinion that these incentive programs (which have been applied since 2010) are and have been appropriate and have created common objectives for key employees and the shareholders.
11. Majority requirements
In order for the resolution on implementation of LTIP 2018-2021 and the hedging measures to be valid, the Board of Directors’ proposal must be supported by more than one half of the votes cast at the meeting, in the event of a tied vote, the chairman shall have the casting vote.
The Board of Directors’ proposal for resolution on amendment of the Articles of Association by including a conversion provision (item 8 on the agenda)
The Board of Directors proposes that the meeting resolves to include a conversion provision as a new ninth paragraph of § 5 of the Articles of Association, in accordance with the below.
|New ninth paragraph of § 5|
|At the request from a shareholder, shares of Series A (one or more) belonging to that shareholder shall be converted to the corresponding number of shares of Series B. The request of conversion, which shall be in writing and state the number of shares to be converted, shall be addressed to the Board. The conversion shall thereafter without delay be filed for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) and shall be executed when registered in the companies’ register and recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository).|
The Board of Directors further 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 August 2018, will be available at the meeting and copies of the proposals will also be sent to the shareholders who so request: (i) the complete proposal of the Board with respect to the implementation of a long-term share save based incentive program (LTIP 2018-2021) and (ii) the complete proposal of the Board with respect to amendment of the Articles of Association by including a conversion provision.
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 3,428,520 class A shares and 71,851,309 class B shares. Class A shares entitle to ten votes. Class B shares entitle to one vote. The total number of votes in the company amounts to 106,136,509. The company holds 53,797 treasury shares.
E. INFORMATION AT THE MEETING
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 and the company’s relationship with another group company.
F. PROCESSING OF PERSONAL DATA
For information about the processing of your personal data, see the section for the extraordinary general meeting 2018 on the company website www.loomis.com.
Stockholm in July 2018
Loomis AB (publ)
 The Board of Directors may allow limited exceptions from the requirement of employment during the full Vesting Period.
President & CEO
Mobile: +46 76 111 34 00
Mobile: +46 70 810 85 59
Loomis offers safe and effective comprehensive solutions for the distribution, handling, storage and recycling of cash and other valuables. Loomis customers are banks, retailers and other companies. Loomis operates through an international network of more than 400 branches in more than 20 countries. Loomis employs around 24,000 people and had revenue in 2017 of SEK 17.2 billion. Loomis is listed on Nasdaq Stockholm Large-Cap list.