Notice of Annual General Meeting of shareholders in Intrum Justitia AB (publ)

This document is an unofficial translation of the Swedish notice. In the event of any contradiction between the text contained in this document and the Swedish document, the latter shall prevail. The shareholders of Intrum Justitia AB (publ), company number 556607-7581, are hereby given notice to attend the Annual General Meeting on Tuesday, 25 April 2006, at 4.00 pm at World Trade Center, section D, the ”New York” room, Klarabergsviadukten 70 in Stockholm, Sweden. Coffee is served from 3.00 pm. Right to participate in the Annual General Meeting Shareholders wishing to participate in the Annual General Meeting must: – be registered in the share register maintained by the Swedish Central Securities Depository & Clearing Organisation (Sw: VPC AB) on Wednesday, 19 April 2006; and – have notified their intention to participate in the Annual General Meeting not later than 4.00 pm on Wednesday, 19 April 2006. (Regarding the notice, see below). Nomineeregistered shares In order to be entitled to participate in the Annual General Meeting, shareholders whose shares are nomineeregistered through a bank or a security investment institute must ensure that the nominee temporarily registers the shares in the shareholder’s own name in the share register maintained by VPC AB. Shareholders wishing such re-registration must give their nominee notice thereof in ample time prior to Wednesday, 19 April 2006. Notification etc Notifications for participation in the Annual General Meeting may be filed on the company’s website www.intrum.com, by e-mail agm@intrum.com, by fax +46 8 546 10 211, by tele-phone +46 8 546 10 250 or by mail to Intrum Justitia AB, “Årsstämma”, SE-105 24 Stockholm, Sweden. The notification shall state the shareholder’s name, personal identification/company registration number, shareholding, address, phone number (daytime) and information on (a maximum of two) possible assistants, and where applicable, information on representatives. Furthermore, the notification should include, where applicable, complete proofs of authority such as certificates of registration and proxies. Shareholders participating through a representative shall issue, in writing, a dated and signed proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorisation documents shall be enclosed. The proxy and the certificate of registration must not be more than one year old. Original copies proxies and certificates of registration should be sent by ordinary mail to the company at the address stated above in ample time prior to the Annual General Meeting. Personal data obtained from notifications, proxies and the share register kept by VPC AB will be used for the necessary registration and preparation of the voting list for the Annual General Meeting. Proposed agenda for the Annual General Meeting 1 Opening of the Meeting 2 Election of the Chairman of the Meeting 3 Preparation and approval of the voting list 4 Approval of the agenda 5 Election of one or two persons to verify the minutes (and to count votes) 6 Determination as to whether the Meeting has been duly convened 7 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 2005 8 a) Speech by the Managing Director b) Statement by the Chairman of the Board regarding the Board’s and the Board Committees’ work 9 Resolution on the adoption of the profit and loss statement and balance sheet, and the consolidated profit and loss statement and consolidated balance sheet 10 Resolution on disposition of the company’s profit according to the adopted balance sheet 11 Resolution on discharge of the Members of the Board and the Managing Director from liability for the administration of the company during the year 2005 12 Determination of the number of Board Members and Deputy Board Members. In connection hereto, a report on the work of the Nomination Committee 13 Determination of remuneration to the Board of Directors and fees to the Auditor 14 Election of the Board Members and deputy Board Members as well as Chairman of the Board and Deputy Chairman of the Board 15 Proposal for resolution on approval of the principles for remuneration and other terms of employment for senior management 16 Proposal for resolution on the Nomination Committee 17 Proposal for resolution on amendments to the Articles of Association 18 Closing of the Annual General Meeting Proposed resolutions A. Proposals by the Nomination Committee In accordance with a resolution passed at the Annual General Meeting 2005, the Chairman of the Board formed a Nomination Committee at the end of the third quarter of 2005, by con-vening the five largest shareholders of the company. The Nomination Committee consists of Christer Gardell (Chairman), Cevian Capital, Göran Espelund, Lannebo Funds, Björn Fröling, Parkerhouse Investment, Adam Gerge, Didner & Gerge Funds, and Ársæll Hafsteinsson, Landsbanki Íslands. In addition, Björn Lind, SEB Funds and SEB Trygg Liv, was co-opted into the Nomination Committee. In total, the Nomination Committee represented approximately 42.6 percent of the share capital and the votes in the company at the end of February 2006. Chairman of the Meeting, number of Board Members, remuneration and fees and election of the Board of Directors Item 2 Attorney-at-law Sven Unger is proposed to be appointed Chairman of the Meeting. Item 12 The number of Board Members is proposed to be eight (8) with no Deputy Board Members. Item 13 The remuneration to the Board of Directors is proposed to amount to a total of SEK 2,200,000, of which SEK 500,000 shall be paid to the Chairman of the Board, and SEK 200,000 to each of the other Board Members, with an additional SEK 300,000 as fees for performed committee work. Fees to the auditor are proposed to be paid on approved account. Item 14 It is proposed to re-elect the Board Members Sigurjón Th. Árnason, Helen Fasth-Gillstedt, Lars Förberg, Bo Ingemarson and Jim Richards, and to elect, as new Board Members, Lars Lundquist, Michael Wolf and Lars Wollung, all for the period until the conclusion of the next Annual General Meeting. Björn Fröling and Leif Palmdahl have declined re-election. It is proposed that Lars Lundquist be elected Chairman of the Board and Bo In-gemarson be elected Deputy Chairman of the Board. Lars Lundquist, age 58, was formerly Executive Vice President and Chief Financial Officer of the SEB Group. Mr Lundquist’s work experience extends over 32 years in a number of banks, securities brokers and insurance companies, and he has three years’ experience from his position as Chief Financial Officer and seven years’ experience from his position as board member of Gamla Livförsäkrings AB SEB Trygg Liv. He is Chairman of the Board of JM AB and member of its remuneration and investment committee, Chairman of the Board of Försäkrings AB ERIKA and board member and treasurer in the Swedish Heart and Lung Founda-tion. Mr Lundquist holds a M. Sc. Econ. from the Stockholm School of Economics and an MBA from the University of Wisconsin. Number of shares held in Intrum Justitia: 5,000. Michael Wolf, age 42, is Executive Vice President of Försäkrings AB Skandia, re-sponsible for the European and Latin American Division. He was formerly Presi-dent of Skandia’s German business (1999–2001) and Chief Financial Officer of the Group (2002–2003). During the years 1985–1998 he was employed within the SEB Group at the Merchant Bank, where, among other things, he was Head of Commercial Banking New York 1990–1992, Head of Commercial Banking London 1993–1994, Head of Commercial Banking Global Marketing 1994–1996 and Head of Commercial Banking 1996–1998. Mr Wolf holds a M. Sc. Econ. from the Uni-versity of Stockholm. Number of shares held in Intrum Justitia: 3,000. Lars Wollung, age 44, is President and Chief Executive Officer of the manage-ment and IT consultancy company AcandoFrontec. Mr Wollung was one of the founders of Acando in 1999 in his position as Vice President and in 2001 he be-came its President. During the years 1987–1995 he worked as management con-sultant at McKinsey & Company with international assignments within fields like corporate strategy, organizational changes and operative improvement programs, and during the years 1995–1999 he was self-employed and worked as a consult-ant in capacities as temporary line manager and with different directorships where the clients consisted of companies in a turnaround situation. He is Chairman of the Boards of Transia AB and Mountainlife AB. Mr Wollung holds a M. Sc. Econ. from the Stockholm School of Economics and a B. Engin. from the Royal Institute of Technology. Number of shares held in Intrum Justitia: 0. B. Proposals by the Board of Directors Disposition of profit Item 10 The Board of Directors and the Managing Director propose that the earnings at the disposal of the Annual General Meeting, comprising of the balance carried forward, SEK 834,912,996, and the earnings for the year, SEK 3,468,797, in total SEK 838,381,793, be appropriated so that SEK 2.25 per share, in total SEK 175,401,565, be distributed to the shareholders and that the remaining amount, SEK 662,980,228, be carried forward. As record day for the dividend the Board of Directors proposes Friday, 28 April 2006. If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid out via VPC AB on Thursday, 4 May 2006. Principles of remuneration and other terms of employment for senior management Item 15 The Board of Directors proposes the following principles of remuneration and other terms of employment for senior management: Intrum Justitia shall offer market terms, enabling the Group to recruit and retain senior executives with excellent competence and capacity for achieving the established goals. The remuneration structures shall as far as possible be predictable, both as regards the cost for the company and the benefit for the employee and be based on factors like position, competence, experience and performance. The Board of Directors’ proposal is in principal based on the agreements in force between the Group’s companies and each senior executive. The principles of re-muneration shall be adjustable depending on local conditions within the Group. The remuneration shall consist of fixed and variable remuneration, where the latter will be paid to reward clearly defined goal-referenced performances in simple and transparent constructions. The principle for the variable remuneration of senior management will in general terms denote that the variable remuneration does not exceed the yearly fixed salary. The variable remuneration to the senior management will be determined by the extent of which preset goals are achieved. As of 2005, in addition to the yearly variable remuneration program, there is also a long-term incentive program running until 2007. Qualified goals have been de-fined in advance in order to obtain remuneration in this program. Remuneration from the program will be paid out during 2008 to a maximum of two yearly salaries. The Annual General Meeting in 2003 approved Employee Stock Option Program 2003/2009 entitling employees to acquire up to 2,525,000 shares in Intrum Justitia AB for SEK 57 per share, intended as an incentive program for around twenty persons in senior positions in the Intrum Justitia Group. The right to acquire new shares through the Employee Stock Option Program is related to the average annual percentage increase in the Intrum Justitia Group’s earnings per share (before goodwill amortization) from fiscal year 2003 through fiscal year 2006, with earn-ings per share (before goodwill amortization) for fiscal year 2002 as basis. The non-monetary benefits of senior management shall facilitate for the members of management to carry out their work and correspond to what may be deemed to be reasonable in relation to market practice. The pension benefits of senior management shall be in accordance with market practice in relation to corresponding positions in the market, and be based on de-fined contribution plans. Dismissal pay and severance pay for a member of senior management shall not, in total, exceed 24 monthly salaries. In this context, senior management shall encompass the Managing Director, the Chief Financial Officer and Intrum Justitia’s regional managers (in accordance with the information published, for instance, on the company’s website). The Board of Directors’ Remuneration Committee deals with remuneration issues relating to senior management and prepares and drafts proposals for resolutions in respect of the terms of employment of the Managing Director. The Remuneration Committee evaluates the Managing Director’s work annually. The recom-mendations prepared by the Remuneration Committee are submitted for resolution by the company’s Board of Directors. The Managing Director consults with the Remuneration Committee on the terms of employment for the other members of senior management. The Nomination Committee Item 16 The Board of Directors proposes that the Annual General Meeting resolves that the Chairman of the Board of Directors shall convene the five largest shareholders of the company at the end of the third quarter of the year, based on the number of votes held at this time, who shall then 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. If any of the five shareholders declines its right to appoint a member to the committee, or if a member of the committee resigns without being replaced by a new member ap-pointed by the same shareholder, the shareholder next in size shall be given the opportunity to appoint a member to the Nomination Committee. If several of the shareholders decline their right to appoint members to the committee, no more than the eight largest shareholders need to be contacted. The committee shall be chaired by one of these members. No more than two of the committee’s members may be members of the company’s Board of Directors. If any of the shareholders who have appointed a member to the Nomination Committee sells a not insignificant part of its shares and ceases to qualify as a large shareholder with the right to appoint a member to the Nomination Committee, the respective member should resign from the committee. The Chairman of the Board of Directors shall present any matters regarding the Board of Directors’ work that may be of impor-tance for the Nomination Committee’s work, including an evaluation of the work of the Board of Directors and the requirements and specific skills to be represented by the Board Members; that individual shareholders in the company shall have the possibility to (within the time stipulated and notified, for instance, on the company’s website) propose members of the Board of Directors to the Nomination Committee for further as-sessment within its scope of work; that information regarding the composition of the Nomination Committee shall be made public not later than 6 months before the Annual General Meeting in 2007; that the Nomination Committee shall have the right to charge the company for the costs of recruitment consultants, if this is deemed necessary to obtain an ade-quate selection of candidates for the Board of Directors; that the Nomination Committee shall prepare proposals in the below listed mat-ters to be presented to the Annual General Meeting in 2007 for resolution: (a) proposal for the Chairman of the Annual General Meeting (b) proposal for the number of Board Members (c) proposal for Board Members (d) proposal for chairman of the Board of Directors (e) proposal for election of auditors (where applicable) (f) proposal for fees to the Chairman of the Board of Directors, other mem-bers of the Board of Directors and the auditor’s fees (g) proposal for remuneration for committee work, and (h) proposal for the criteria to be used in electing a new Nomination Committee; that the Nomination Committee in connection with its other tasks shall fulfil the duties that rest with the Nomination Committee under the Companies Act, the listing agreement with the Stockholm Stock Exchange, the Swedish Code of Corpo-rate Governance and other applicable rules. Amendments to the Articles of Association Item 17 The Board of Directors proposes that the Annual General Meeting resolve on the below listed amendments to the Articles of Association in order to adapt the Arti-cles of Association to the new Companies Act, which entered into force on 1 January 2006. The proposed amendments include, in principal, the following. § 5 The provision on the nominal amount of the share is deleted and replaced by a stipulation that the number of shares shall not be less than 75,000,000 and not more than 300,000,000. § 6 The provision is adjusted to the effect that the shareholders’ right of priority is regulated not only as regards cash issues, but also as regards issues against payment through set-off of claims. Further, a new fifth paragraph is introduced, regulating the shareholders’ right of priority in respect of issues of warrants and convertibles, through cash issues and issues against payment through set-off of claims. The words “nedsättning”, “nedsättningen”, “nedsättningsbeslut”, “nedsättningsbeslutet” and “nedsättningsbeloppet” are replaced by the words “minskning”, “minsk-ningen”, “minskningsbeslut”, “minskningsbeslutet” and “minskningsbeloppet”. The words “the Swedish Companies Registration Office or” are introduced before the word “the court’s” in all places. § 8 The provision on a Board Member’s one-year term of office is deleted. § 9 The provision in the first paragraph on the auditors’ four-year term of office is de-leted. The provision in the second paragraph is amended to the effect that the Board of Directors has the right to appoint a special auditor also as regards issues of war-rants and convertibles, transfers of own shares against payment other than cash, reduction of the share capital or the statutory reserve and in connection with divi-sion of limited companies. § 10 The provision in the first paragraph is amended to the effect that the words “ordi-narie bolagsstämma” are replaced by the word “årsstämma”. The provision in the second paragraph is amended to the effect that a notice of a General Meeting of Shareholders shall always be made by announcement in Post- och Inrikes Tidningar (The Swedish Official Gazette) and Svenska Dagbladet. Further, the word “kungörelse” is replaced by the word “annonsering” and the provision in respect of notices to the shareholders is deleted. § 11 The provision is changed to the effect that shareholders wishing to participate in a General Meeting of Shareholders must be registered in a transcript or other presentation of the share register five weekdays before the Meeting instead of, as ear-lier stipulated, ten days before the Meeting. § 12 In the provision that concerns matters dealt with at the Annual General Meeting the words “ordinarie bolagsstämma” are replaced by the word “årsstämma”. In item 2 of the agenda, a linguistic adjustment is made in respect of the preparation and approval of the voting list. § 13 The provision on the record day provision is amended so that it complies with the definition in the new Companies Act. __________ In addition, the Board of Directors proposes that the Annual General Meeting authorise the company’s Managing Director to make the minor adjustments in the amended Articles of Association that may be required for registration by the Com-panies Registration Office. Majority requirement The General Meeting’s resolution under item 17 above regarding amendments to the Articles of Association requires that shareholders holding two-thirds of the votes cast as well as two thirds of all shares represented at the meeting, vote in favour of the proposal. The Board of Directors’ explanatory statement pursuant to chapter 18, section 4 of the Com-panies Act on the proposal for a dividend under item 10 above and the Board of Directors’ complete proposal for resolutions in accordance with items 15–17, together with documents pursuant to chapter 7, section 25 of the Companies Act will be made available to the share-holders as from 11 April 2006 at the company’s office at Marcusplatsen 1A in Nacka, Swe-den, and on the company’s website, and will be sent by mail to the shareholders who request this and who state their postal address. Information on the Board Members proposed to be re-elected and newly elected is available on the company’s website as from the day of this notice. Stockholm in March 2006 Intrum Justitia AB (publ) The Board of Directors For further information, please contact: Anders Antonsson, Director of Corporate Communications Tel: +46 8 546 10 206 Mobile: + 46 8 703 367 818 E-mail: a.antonsson@intrum.com