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, 31 March 2011, at 4.00 pm (CET) at Berns Salonger, the “Kammarsalen” room, Berzelii Park 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 (Sw. Euroclear Sweden AB) on Friday, 25 March 2011; and
- have notified their intention to participate in the annual general meeting not later than on Friday, 25 March 2011 (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 Euroclear Sweden AB. Shareholders wishing such re-registration must give their nominee notice thereof in ample time prior to Friday, 25 March 2011.
Notification etc
Notifications for participation in the annual general meeting may be filed by e-mail agm@intrum.com 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) potential 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 for the representative or, should the right to vote for the shares be divided among different representatives, the representatives, together with information on the number of shares each representative is entitled to vote for. The proxy is valid for one year from the issuance or the longer period of validity stated in the proxy, however not more than five years from the issuance. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorisation documents, evidencing the authority to issue the proxy, shall be enclosed. 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 proxy form can be obtained on the company’s website, www.intrum.com.
Personal data obtained from notifications, proxies and the share register kept 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 of Directors and the President at the Annual General Meeting in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).
Number of shares and votes
There are in total 79,994,651 shares and votes in the company, including the company’s holding of 250,000 own shares.
Proposed agenda for the annual general meeting
- Opening of the annual general meeting
- Election of the chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to sign the minutes (and to count votes)
- Determination as to whether the meeting has been duly convened
- a) Statement by the chairman of the board regarding the board’s and the board committees’ work
b) Speech by the CEO and President - 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 2010
- Resolution on the adoption of the profit and loss statement and balance sheet and the consolidated profit and loss statement and consolidated balance sheet
- Resolution on appropriation of the company’s profit according to the adopted balance sheet
- Resolution on discharge of the members of the board and the managing director from liability for the administration of the company during the year 2010
- 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 of directors and fees to the auditor
- Election of the board members and deputy board members as well as chairman of the board
- Resolution regarding the nomination committee for 2012
- Resolution regarding guidelines for remuneration and other terms of employment for key executives
- a) Authorisation for the board to resolve on acquisition of the company's own shares
b) Resolution concerning reduction of the share capital through cancellation of shares - 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 2010, the chairman of the board has convening the five largest shareholders of the company based on the number of votes held at the end of August, who then have appointed one member each to the nomination committee.
The nomination committee consists of:
- Conny Karlsson (chairman), CapMan Public Market Fund
- Hans Hedström, Carnegie fonder
- KG Lindvall, Swedbank Robur fonder
- Mats Gustafsson, Lannebo fonder
- Philip Wendt, Länsförsäkringar fonder
Lars Lundquist, chairman of the board, has been co-opted into the nomination committee.
Shareholders representing approximately 21.7 per cent of the total votes and shares in the company have informed that they support the nomination committee’s proposal.
Chairman of the meeting, number of board members, remuneration and fees and election of the board of directors
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 remain unchanged and 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 650,000 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 350,000 is proposed to be distributed equally among the altogether seven members of the remuneration and investment committees.
The remuneration to a board member may, subject to a specific agreement with Intrum Justitia AB, be invoiced from a Swedish company. In order for the Company to enjoy full cost neutrality, the invoiced remuneration shall be adjusted for social security charges and value added tax.
Item 14
It is proposed to re-elect the board members Matts Ekman, Helen Fasth-Gillstedt, Lars Lundquist, Joakim Rubin, Charlotte Strömberg and Fredrik Trägårdh, all for the period until the conclusion of the next annual general meeting. Lars Förberg has declined re-election.
It is proposed to elect Joakim Westh as new board member, for the period until the conclusion of the next annual general meeting.
Joakim Westh is 49 years old and has been Senior Vice President at Ericsson with responsibility for strategy and operational excellence as well as Group Vice President at Assa Abloy. Prior to that he worked at the consultancy company McKinsey & Co. West is currently a board member of SAAB AB (publ), Rörvik Timber AB (publ) and Absolent AB. Westh holds a M.Sc. from KTH Royal Institute of Technology and a Master of Science from Massachusetts Institute of Technology.
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.
It is noted that at the annual general meeting 2008, the accounting firm KPMG AB, presently with Carl Lindgren as the auditor in charge, was elected auditor for the time up to the end of the annual general meeting 2012.
Nomination committee
Item 15
The nomination committee proposes that the meeting resolves upon principles for appointment of a nomination committee for the annual general meeting 2012 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, 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 6 months before the annual general meeting in 2012;
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 motivated statement with respect to their proposal regarding board composition in connection with the issue of notice to shareholders’ meetings;
that the nomination committee shall prepare proposals in the below listed matters to be presented to the annual general meeting in 2012 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 and vice chairman of the board (where applicable)
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
h) proposal for the criteria to be used in electing a new nomination committee
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 share premium reserve of SEK 111,255,876, fair value reserve of SEK -702,170,810, retained earnings of SEK 5,816,113,079 and the result for the year of SEK -323,781,344, in total amounting to SEK 4,901,417,801, are appropriated so that SEK 4.10 per share, in total SEK 326,953,069, is distributed to the shareholders and that the remaining balance of SEK 4,574,464,732 is carried forward. As record day for the dividend, the board proposes Tuesday, 5 April 2011. 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, 8 April 2011.
Guidelines for remuneration and other terms of employment for key executives
Item 16
The board proposes that guidelines shall be applied for the time up until the annual general meeting 2012 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. The individual level of remuneration is based on experience, competence, responsibility and performance.
The total remuneration may be based upon four main components; base salary, short-term variable salary programmes, long-term variable salary programmes and pension.
The base salary depends on the complexity of work and the individual's performance, experience and competence.
The variable salary programmes shall be capped. Payment under variable salary programs 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 to the Chief Executive Officer and other current key executives is not expected to exceed SEK 13 million, excluding social security charges, in 2011.
The purpose of the long-term variable salary program 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. The board shall have the possibility to deviate from the approved principles if special reasons exist in an individual case.
Resolution concerning reduction of the share capital and authorisation for board to resolve on acquisition of the company's own shares
Item 17
In order to give the board of directors flexibility to, during the period until the next annual general meeting, change the capital structure of the company and thereby create an increased shareholder value, an authorisation for the board to resolve on acquisition of the company’s own shares in accordance with point a) below, and a resolution concerning reduction of the share capital in accordance with point b) below are proposed.
Authorisation for board to resolve on acquisition of the company's own shares
a) The board proposes that the annual general meeting resolves to authorise the board to, during the period until the next annual meeting and on one or more occasions, resolve on repurchase of shares at an amount corresponding to a holding by the company, at any given time, which does not exceed 10 percent of all shares in the company. Repurchase of share shall be made on NASDAQ OMX Stockholm 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.
Resolution concerning reduction of the share capital through cancellation of shares
b) The board proposed that the annual meeting resolves to reduce the company’s share capital by not more than SEK 99.893,02 through cancellation and without repayment of:
– the 250,000 shares which the company previously repurchased to hedge the performance based share program that was adopted by the annual general meeting 2008; and
– the shares that may be repurchased under the authorisation proposed by the board.
The board further proposes that the reduction amount shall be transferred to the non-restricted equity. According to the Swedish Companies Act, the resolution on reduction may not be executed until it has been registered with, and approved by, the Swedish Companies Registration Office.
The annual report and the auditor’s report for the financial year 2010, the nomination committee’s complete proposal regarding item 15, the board of director’s complete proposals regarding items 16 and 17, the board’s reasoned 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 of directors’ guidelines for remuneration to key executives have been applied will not later than 10 March 2011 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.
Stockholm in February 2011
The board of directors of Intrum Justitia AB (publ)