Notice of annual general meeting of the shareholders in Intrum Justitia AB (publ)
The shareholders of Intrum Justitia AB (publ) are hereby summoned to the annual general meeting on Wednesday 25 April 2012, at 3.00 pm at Berns Salonger, the “Kammarsalen” room, Berzelii Park in Stockholm, Sweden. Coffee is served from 2.00 pm.
Participation
Shareholders who wish to participate in the annual general meeting shall
- be recorded as shareholders in the register of shareholders maintained by Euroclear Sweden AB (the Swedish Central Securities Depository) on Thursday, 19 April 2012, and
- notify the company of their intention to participate in the meeting no later than on Thursday, 19 April 2012.
The notification shall be made in writing to Intrum Justitia AB, “Årsstämma”, 105 24 Stockholm or by e-mail agm@intrum.com. The notification shall include:
- name
- personal identity number / registration number
- address
- telephone number (daytime)
- registered shareholding
- information on potential assistants (maximum two)
- where applicable, information on representatives
- where applicable, complete proof of authority such as certificates of registration and proxies
Shareholders represented by proxy shall send the written, dated and signed proxy to the company in original in ample time before the annual general meeting. Attested copies of the certificate of registration (or equivalent authorization documents) evidencing the authority to issue the proxy, shall be enclosed if the proxy is issued by a legal entity.
Shareholders whose shares are nominee-registered shall, in order to participate in annual general meeting, temporarily register the shares in the shareholder’s own name. Such registration shall be effected by Euroclear Sweden AB not later than on Thursday, 19 April 2012. This means that the shareholders who need such registration must notify the nominee well in advance of 19 April 2012.
Personal data obtained from notifications, proxies and the share register maintained 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 and the CEO at the annual general meeting in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
There are in total 74,744,651 shares and votes in the company. The company does not hold any own shares.
Proposed Agenda
- Opening of the 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 boards committees’ work
b) Speech by the CEO - 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 2011
- 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 2011
- 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
- Election of auditor
- Resolution regarding the nomination committee for 2013
- Resolution regarding guidelines for remuneration and other terms of employment for key executives
- Authorisation for the board to resolve on acquisition of the company’s own shares
- Conclusion of the annual general meeting
Nomination Committee
The company’s nomination committee consist of:
- Mats Gustafsson, Lannebo fonder
- Conny Karlsson, CapMan Oyj
- Hans Hedström (chairman), Carnegie fonder
- Pia Axelsson, Fourth Swedish National Pension Fund
- Anders Rydin, SEB fonder
Lars Lundquist, chairman of the board, has been co-opted into the nomination committee.
Shareholders representing approximately 20.5 per cent of the total votes and shares in the company as per 31 December 2012 have informed that they support the nomination committee’s proposal.
Proposals by the Nomination Committee
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 and for committee work is proposed to amount to a total of SEK 3,200,000 (unchanged from 2011) and distributed as follows:
- SEK 770,000 to the chairman of the board
- SEK 320,000 to each of the other board members
- SEK 150,000 to the chairman of the audit committee
- SEK 75,000 to each of the other two audit committee members
- SEK 70,000 to each of the three members of the remuneration committee
The remuneration to a board member may, subject to a specific agreement with the company, be invoiced from a Swedish company. In order for the company to enjoy cost neutrality, the invoiced remuneration shall be adjusted for social security charges and value added tax.
Fees to the auditor are proposed to be paid in accordance with approved invoices.
Item 14
It is proposed to re-elect all board members for the period until the conclusion of the next annual general meeting. Hence, re-election of Matts Ekman, Helen Fasth-Gillstedt, Lars Lundquist, Joakim Rubin, Charlotte Strömberg, Fredrik Trägårdh and Joakim Westh is proposed.
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.
Item 15
It is proposed to elect the accounting firm Ernst & Young AB, with the authorised auditor Lars Träff as the auditor in charge, for the time up to the end of the next annual general meeting.
Item 16
The nomination committee proposes that the meeting resolves upon principles for appointment of a nomination committee for the annual general meeting 2013 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 2013;
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 2013 for resolution:
- proposal for the chairman of the annual general meeting
- proposal for the number of board members
- proposal for board members
- proposal for chairman of the board
- proposal for election of auditors
- proposal for fees to the chairman of the board, to each of the other members of the board and the auditor’s fees
- proposal for remuneration for committee work, to the chairman of the relevant committee and to each of the other members of the committee
- proposal for the criteria to be used in electing a new nomination committee
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 -681,202,485, retained earnings of SEK 5,165,383,665 and the result for the year of SEK -18,403,980, in total amounting to SEK 4,577,033,076, are appropriated so that SEK 4.50 per share, in total SEK 358,850,929.50, is distributed to the shareholders and that the remaining balance of SEK 4,218,182,146.50 is carried forward. As record day for the dividend, the board proposes Monday, 30 April 2012. 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, 4 May 2012.
Guidelines for remuneration and other terms of employment for key executives
Item 17
The board proposes that guidelines shall be applied for the time up until the annual general meeting 2013 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 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 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 13.6 million, excluding social security charges, in 2012.
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.
Authorisation for the board to resolve on acquisition of the company’s own shares
Item 18
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 it is proposed that:
that the annual general meeting authorises the board to, during the period until the next annual general 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 shares 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.
The annual report and the auditor’s report for the financial year 2011, the nomination committee’s complete proposal regarding items 14, 15 and 16, the board of director’s complete proposals regarding items 17 and 18, 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 4 April 2012 be held available at the company’s office at Marcusplatsen 1A in Nacka, Sweden, and on the company’s website www.intrum.com, and will be sent by to the shareholders who request this and who inform the company of their postal address.
Stockholm in March 2012
The board of directors of Intrum Justitia AB (publ)