Extraordinary General Meeting of Loomis AB (publ)
At today's Extraordinary General Meeting of Loomis AB (publ) the following was resolved:
Long-term share save based incentive program
The Meeting resolved, in accordance with the Board’s proposal, on the implementation of a long-term share save based incentive program ("LTIP 2018-2021"). The implementation of the LTIP 2018‑2021 principally entails that the participants must make their own investments in Loomis Class B shares (“Saving Shares”). 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.
Approximately 58 key employees will participate in the LTIP 2018‑2021 and thereby be entitled to receive, free of charge, so called 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 has been met. 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 achievement of the Performance Target will be determined in connection with the publication of the year-end report for 2021.
Provided that the above mentioned criterions (i) – (iii) are fulfilled 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”). Allotment of Performance Shares will take place after the expiration of the Vesting Period, in March 2022 at the earliest.
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. Assuming a share price of SEK 285, 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.
Furthermore, in order to hedge delivery of Performance Shares and to cover administrative costs, mainly for social security contributions, the Meeting resolved to enter 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.
Amendment of the Articles of Association
The Meeting resolved, in accordance with the Board’s proposal, on amendment of the Articles of Association by including a conversion provision entailing that a shareholder of share of Series A may on request convert such share to a share of Series B. The request of conversion shall be addressed to the Board and the company shall without delay notify the conversion to the Swedish Companies Registration Office for registration.
This press release is also available at: www.loomis.com.
September 5th, 2018
Chairman of the Board
Phone: +46 8 522 920 53
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.