Extraordinary General Meeting of Shareholders in Loomis AB
This is a translation of the original Swedish notice. In the event of differences betweenthe English translation and the Swedish original, the Swedish notice shall prevail.
The shareholders of Loomis AB, Reg. No 556620-8095, are hereby invited to participate in the extraordinary general meeting (”EGM”) to be held on Thursday, 10 December 2020.In the light of the ongoing corona pandemic and in order to minimize any risk of spreading of the corona virus, the Board of Directors has decided that the EGM is to be held only through advance voting (postal voting) in accordance with temporary legislation. This means that the EGM will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the EGM in the manner described below.
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the EGM must:
(i) be recorded in the share register maintained by Euroclear Sweden AB, made as of Wednesday, 2 December 2020, and
(ii) notify the company of their intention to participate in the EGM no later than Wednesday, 9 December 2020, by submitting their advance votes in accordance with the instructions under the heading “Advance voting” below, so that the advance vote is received by Euroclear Sweden AB no later than that day.
Shareholders whose shares are nominee registered through a bank or other nominee must, in addition to giving notice of participation by submitting an advance vote, request that their shares be temporarily registered in their own name in the share register kept by Euroclear Sweden AB (so called voting right registration) in order to be entitled to participate at the EGM. The shareholders’ register for the EGM as of the record date Wednesday, 2 December 2020 will take into account voting right registrations completed no later than Friday, 4 December 2020. Shareholders concerned must, in accordance with each nominee’s routines, request that the nominee makes such voting right registration well in advance of that date.
Advance voting
The shareholders may exercise their voting rights at the EGM only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on the company’s website, www.loomis.com. The advance voting form is considered as the notification of participation at the EGM.
The completed and signed voting form must be received by Euroclear Sweden AB no later than Wednesday, 9 December 2020. The completed and signed form shall be sent to Loomis AB, ”EGM”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. The completed form may alternatively be submitted electronically and is then to be sent to generalmeetingservices@euroclear.com. Shareholders who are natural persons can also submit their advance votes electronically by verifying with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. Proxy form is available upon request and on the company’s website www.loomis.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document for the legal entity shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid.
Further instructions and conditions are included in the form for advance voting.
For questions about the advance voting, please contact Euroclear Sweden AB, telephone +46 8 402 90 72 (Monday-Friday 9.00 am – 4.00 pm (CET)).
B. AGENDA
Proposal for Agenda
- Opening of the Meeting.
- Election of a Chairman of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to check the minutes.
- Examination of whether the Meeting has been properly convened.
- Resolution on dividend.
- Closing of the Meeting.
Election of a Chairman of the Meeting (item 2 on the agenda)
The Board of Directors proposes that the Chairman of the Board of Directors, Alf Göransson, or, in the event he is prevented from attending, the person instead designated by the Board of Directors, is elected as Chairman of the EGM.
Preparation and approval of the voting list (item 3 on the agenda)
The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of the company, based on the shareholders’ register for the EGM and the advance votes received, as verified and recommended by the persons elected to approve the minutes.
Election of one or two persons to check the minutes (item 5 on the agenda)
The Board of Directors proposes that Elisabet Jamal Bergström (SEB Investment Management) and Jacob Lundgren (Second Swedish National Pension Fund), or if one or both of them are prevented from attending, the person or persons instead designated by the Board of Directors, are assigned to approve the minutes of the EGM together with the Chairman. The assignment to approve the minutes also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the EGM.
Resolution on dividend (item 7 on the agenda)
Due to the uncertainty caused by the corona pandemic, in March, the Board of Directors withdrew its original proposal on dividend ahead of the annual general meeting 2020 of SEK 11 per share. At the same time it was announced that a final decision on distribution of dividend was intended to take place on an extraordinary general meeting later during the year when the consequences of the corona pandemic have become more clear.
The Board of Directors has now reassessed the effects of the corona pandemic and the financial position of the company. The Board of Directors’ overall determination as per today is that there is cause to continue to be restrictive due to the fact that the risk relating to the pandemic in the society remains and that the consequences thereof are still difficult to overview. To this background, the Board of Directors proposes a dividend of SEK 5.50 per share for 2019, corresponding to SEK 413,743,176 in total.
As record date for the dividend, the Board of Directors proposes Monday, 14 December 2020. Should the EGM resolve in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Thursday, 17 December 2020.
According to the balance sheet approved at the annual general meeting 2020, the company's available profits amounted to SEK 4,781,472,834. At the annual general meeting it was resolved that the available profits of SEK 4,781,472,834 were to be carried forward.
The available profits, according to Chapter 17, Section 3 of the Swedish Companies Act, thus amounts, before the proposed resolution on dividend, to SEK 4,781,472,834. Should the EGM resolve in accordance with the Board of Directors’ proposal, SEK 4,367,729,658 will be carried forward. After distribution of the proposed dividend, there will be full coverage for the company’s restricted equity.
C. AVAILABLE DOCUMENTATION ETC.
The Board of Directors’ complete dividend proposal is set out above. The Board of Directors’ statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act and the report pursuant to Chapter 18, Section 6 of the Swedish Companies Act, the auditor’s statement pursuant to Chapter 18, Section 6 of the Swedish Companies Act, the Annual Report and the Audit Report for the financial year 2019, will be available at the company and the company’s website www.loomis.com, no later than Thursday, 19 November 2020. Copies of the documents will be sent free of charge to shareholders who so request and state their address. The shareholders’ register for the EGM will be available at Loomis AB, Drottninggatan 82, 4th floor, SE-111 36 Stockholm, Sweden.
D. NUMBER OF SHARES AND VOTES IN THE COMPANY
At the time of issue of this notice, the total number of shares and votes in the company amounts to 75,279,829. The company holds 53,797 treasury shares.
E. SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
The Board of Directors and the managing director shall, if any shareholder so requests, and if the Board of Directors considers that this can be done without significant harm for the company, give information on circumstances that can affect the judgement of an item on the agenda. Requests for such information shall be made in writing to Loomis AB, ”Extraordinary General Meeting 2020”, P.O. Box 702, SE-101 33 Stockholm, Sweden or by e-mail to carina.cederblad@loomis.com, no later than ten days before the EGM, i.e. no later than Monday, 30 November 2020. The information will be disclosed by being held available at Loomis AB, Drottninggatan 82, 4th floor, SE-111 36 Stockholm, Sweden, and on the company’s website www.loomis.com, no later than five days before the EGM, i.e. no later than Saturday, 5 December 2020. The information will also be distributed to the shareholders who so requests and state their postal address or e-mail address.
F. PROCESSING OF PERSONAL DATA
For information about the processing of personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in November 2020
The Board of Directors
Loomis AB (publ)
The Board of Directors, Loomis AB
Contact: Carina Cederblad
+46 8 522 920 00
carina.cederblad@loomis.com
Loomis offers safe and effective comprehensive solutions for the distribution, handling, storage and recycling of cash and other valuables. Loomis customers are banks, merchants and other operators. Loomis operates through an international network of more than 400 branches in more than 20 countries. Loomis employs around 25,000 people and had revenue in 2019 of SEK 21.0 billion. Loomis is listed on Nasdaq Stockholm Large-Cap list.