Notice of annual general meeting of shareholders in Intrum Justitia AB (publ)

The shareholders of Intrum Justitia AB (publ) are hereby given notice to attend the annual general meeting on Thursday, 10 April 2008, at 4.00 pm (CET) 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 Nordic Central Securities Depository (Sw. VPC AB) on Friday, 4 April 2008; and
– have notified their intention to participate in the annual general meeting not later than 4.00 pm (CET) on Friday, 4 April 2008 (regarding the notice, see below).
Nominee-registered shares
In order to be entitled to participate in the annual general meeting, shareholders whose shares are nominee-registered 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 Friday, 4 April 2008.

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 telephone +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 proof 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 of 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. A pre-printed form regarding proxies can be obtained on the company’s website, www.intrum.com.

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.

Number of shares and votes
There are in total 79,131,451 shares and votes in the company.

Proposed agenda for the annual general meeting
1 Opening of the annual general 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 2007
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 appropriation 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 2007
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 members of 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 Election of the auditor
16 Proposal for resolution regarding adoption of a performance-based share program for 2008
17 Proposal regarding
a) authorisation for the acquisition and sale of the company's own shares on the stock exchange under the performance-based share program for 2008
b) resolution on sale of the company's own shares to participants in the performance-based share program for 2008
18 Proposal for resolution regarding principles for remuneration and other terms of employment for key executives
19 Proposal for resolution regarding the nomination committee
20 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 2007, the chairman of the board formed a nomination committee at the end of the third quarter of 2007, by convening the five largest shareholders of the company. The nomination committee consists of Christer Gardell (chairman), Cevian Capital, Árni Thorbjörnsson, Landsbanki Íslands, Jan Andersson, Swedbank Robur Funds, Björn Lind, SEB Funds and SEB Trygg Liv, and Christian Brunlid, SHB/SPP Funds. Lars Lundquist, chairman of the board, has been co-opted into the nomination committee.

In total, the nomination committee represented approximately 33 percent of the share capital and the votes in the company at the end of December 2007.

Chairman of the meeting, number of board members, remuneration and fees, election of the board of directors and election of auditor
Item 2 Lars Lundquist is proposed to be appointed chairman of the meeting.

Item 12 The number of board members is proposed to be seven (7) with no deputy board members.

Item 13 The remuneration to the board of directors is proposed to amount to a total of SEK 2,550,000, of which SEK 750,000 shall be paid to the chairman of the board and SEK 300,000 to each of the other board members. In addition, it is proposed that a remuneration amounting to in total SEK 540,000 shall be attributed to committee work, whereof the chairman of the audit committee shall receive SEK 150,000 and the other two audit committee members SEK 75,000 each. The remaining SEK 240,000 is proposed to be distributed equally among the altogether six members of the remuneration and investment committees.

Fees to the auditor are proposed to be paid on approved account.

Item 14 It is proposed to re-elect the board members Matts Ekman, Helen Fasth-Gillstedt, Lars Förberg, Ársæll Hafsteinsson, Bo Ingemarson, Lars Lundquist and Lars Wollung, all 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 and to re-elect Bo Ingemarson as deputy chairman of the board.

Item 15 It is proposed to re-elect the accounting firm KPMG Bohlin AB, presently with Carl Lindgren as the auditor in charge, for the time up to the end of the annual general meeting of shareholders to be held during the fourth financial year after the election of the auditor.

The nomination committee
Item 19 The nomination committee proposes that the procedure for appointing a nomination committee shall remain the same in relation to the previous year and proposes that the meeting resolves upon principles substantially in accordance with the following:

that the chairman of the board 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;

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 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 made public not later than 6 months before the annual general meeting in 2009;

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 adequate selection of candidates for the board;

that the nomination committee shall prepare proposals in the below listed matters to be presented to the annual general meeting in 2009 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
e) proposal for election of auditors (where applicable)
f) proposal for fees to the chairman of the board, to each of the other members of the board and the auditor’s fees
g) proposal for remuneration for committee work, to the chairman of the relevant committee and to each of the other members of the committee and
h) proposal for the criteria to be used in electing a new nomination committee.

Shareholders representing approximately 33 per cent of the total votes and shares in the company have informed that they support the nomination committee’s proposal.

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, consisting of SEK 549,786,792 in retained earnings, share premium reserve of SEK 61,871,888 and the loss for the year of SEK 59,841,168, in total amounting to SEK 551,817,512, are appropriated so that SEK 3.25 per share, in total not more than SEK 259,982,616, is distributed to the shareholders and that the remaining balance of not less than SEK 291,834,896 is carried forward. As record day for the dividend, the board proposes Tuesday 15 April 2008. If the annual general meeting resolves in accordance with the proposal, the dividend is estimated to be paid out via VPC AB on Friday, 18 April 2008.

Performance-based share-program
Item 16 The board of directors proposes that the general meeting passes a resolution regarding a performance-based share program for 2008 (the “Program”) substantially in accordance with the following.

The aim of Program is to stimulate the participants, whose efforts are deemed to have a direct impact on the company's result, profitability and value growth, to further increased efforts, by aligning their interests and perspectives with those of the shareholders.

Performance shares and performance criterion
The Program is based on performance shares. A performance share under the Program is a right to acquire one share in Intrum Justitia for SEK 10 at a future date. The outcome of the Program, i.e. the number of allocated performance shares that can be utilised, is dependent on how a pre-determined performance criterion is fulfilled. The performance criterion is measured during the initial two and three year period, respectively. The Program is proposed to have a duration of four and five years, respectively, including the performance period, and to comprise of not more than 300,000 performance shares allocated to not more than 70 persons (the managing director, other key executives and key managers). To reach outcome of performance shares under the Program, there must be an increase in earnings per share of not less than 4 per cent annually in average during the period of two or three years, respectively. To reach full outcome of performance shares under the Program, there must be an increase in earnings per share of not less than 18 per cent annually in average during the period of two or three years, respectively. Based on the chosen performance criterion and statistics, the expected outcome for the Program is approximately 50 per cent.

Allocation
The maximum number of performance shares that can be allocated is 300,000. Participants in the Program can be allocated performance shares corresponding to a value of not more than a certain part of the base salary; the managing director a maximum of 50 per cent, other key executives a maximum of 30–50 per cent and other key managers a maximum of 20–40 per cent.

Dilution and cost
If and when the performance shares are exercised, the company will deliver already issued shares, i.e. no new shares will be issued in conjunction with the Program.
The estimated cost of the Program is approximately 18 MSEK.

Hedging
The Program leads to certain financial exposure for the company, due to market price changes for the Intrum Justitia share. The aim is to hedge this exposure by the acquisition of own shares or by entering into total return swaps with third parties. Social security contributions in view of the Program are also intended to be hedged.


Majority requirement
A resolution in accordance with the above proposal requires the support of more than half of the votes cast.

Authorisation for the acquisition and sale of the company's own shares on the stock exchange for the performance-based share program for 2008
Item 17a The board proposes that the meeting resolves to authorise the board to decide on the acquisition and sale on the exchange of the company's own shares for the performance-based share program for 2008 substantially in accordance with the following:
1. A maximum of 400,000 shares may be acquired and sold on the OMX Nordic Exchange Stockholm, which corresponds to less than ten per cent of the total number of shares in the company.
2. The authorisation may be utilised on one or more occasions, however not longer
than until the 2009 annual general meeting.
3. Acquisition and sale of shares may only take place at a price within the price
interval at any time recorded on the OMX Nordic Exchange Stockholm, and this shall refer to the interval between the highest buying price and the lowest selling price.

There is a requirement for a resolution to be passed in accordance with the board’s proposal that the resolution of the meeting is supported by shareholders representing at least 2/3 of both the votes cast and of the shares represented at the meeting.

Resolution on sale of the company’s own shares to participants in the performance-based share program for 2008
Item 17b The board proposes that the annual general meeting resolves that not more than 300,000 of the acquired shares in the company may be sold substantially in accordance with the following:
1. Participants in the Program (“Participants”) shall, with deviation from the shareholders’ pre-emption right, have the right to acquire the shares, with a right for each and every Participant to acquire a maximum of the number of shares that follows from the terms and conditions of the Program.
2. The right to acquire shares may be exercised in the period when the Participants are entitled to acquire shares under the Program.
3. The Participants shall effect payment for the shares within the time limits and in a way described in the terms and conditions of the Program.
4. The price of each share shall be SEK 10.

There is a requirement for a resolution to be passed in accordance with the board's proposal that the resolution of the meeting is supported by shareholders representing at least 9/10 of both the votes cast and of the shares represented at the meeting.

Principles for remuneration and other terms of employment for key executives
Item 18 The board proposes that the principles shall be applied for the time up until the
annual general meeting 2009 and that the annual general meeting approves the principles. The proposal has been prepared by the board and the remuneration committee of the board. The proposal entails substantially the following.

The total remuneration is based upon four main components; base salary, short-term incentive compensation, long-term incentive compensation and pension.

The base salary depends on the complexity of work and the individual's work performance, experience and competence.

The short-term incentive compensation is based on the achievement of certain predetermined goals, individual and general, qualitative and quantitative, agreed in writing with the individual. The short-term incentive compensation is set for one year at a time. Profitability based objectives and discretionary based objectives related to the on-going strategy transformation are examples of objectives used.

The aim of Intrum Justitia’s long-term incentive compensation is to stimulate the participants, whose efforts are deemed to have a direct impact on the company's result, profitability and value growth, to further increased efforts, by aligning their long-term interests and perspectives with those of the shareholders. The intention is to create a 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.

The pension plan may be defined benefit-based or defined contribution-based and shall be inviolable. The size of the pensionable salary is capped. At termination of employment by the company, severance pay of between 12 and 24 months’ salary will be paid.

The board shall have the possibility to deviate from the approved principles if special reasons exist in an individual case.





The annual report and the auditor’s report for the financial year 2007, the board of directors’ statement regarding distribution of profits (item 10), the board of director’s complete proposals regarding items 16, 17 and 18 and the auditor’s statement whether the board of directors’ guidelines for remuneration to key executives have been applied will be held available at the company’s office at Marcusplatsen 1A in Nacka, Sweden, and on the company’s website, and will be sent by to the shareholders who request this and who inform the company of their postal address. The board of directors’ complete proposal regarding item 16 will further automatically be sent to all shareholders that have notified the company of their participation in the meeting and have informed the company of their postal address.


Stockholm in March 2008

The board of directors of Intrum Justitia AB (publ)