Notice of Extraordinary General Meeting of Shareholders in Loomis AB (publ)
The shareholders of Loomis AB, Reg. No 556620-8095, are hereby invited to attend the Extraordinary General Meeting (”EGM”) to be held at 10 a.m. CEST on Wednesday 28 August 2019 in Folkets Hus, Stockholm City Conference Center, entrance Barnhusgatan 12-14, Stockholm. Registration for the EGM begins at 9.30 a.m. CEST.
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 Thursday 22 August 2019, and
(ii) notify the company of their intention to participate in the EGM at the address Loomis AB, ”EGM”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, by telephone + 46 8 402 90 72 or via the company website www.loomis.com by Thursday 22 August 2019, at the latest, preferably before 4 p.m. When registering to attend, the shareholder must provide name, personal identity number (corporate identity number), address and telephone number. Proxy forms are available on the company website www.loomis.com and will be sent to shareholders who contact the company and provide their address. Any proxy or representative of a legal person must submit an authorization document prior to the EGM. The authorization document must not be more than one year old, unless a longer period of validity is stated in the authorization document (maximum five years). As confirmation of the registration, Loomis AB will send an entry card to be presented when signing in for the EGM.
In order to participate in the proceedings of the EGM, shareholders holding nominee-registered shares must submit a request to their bank or broker to have their shares temporarily registered in the shareholders own name with Euroclear Sweden AB. Such registration must be completed by Thursday 22 August 2019 and the bank or broker should therefore be notified well in advance of this date.
Proposal for Agenda
- Opening of the Meeting.
- Election of Chairman of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two person(s) to approve the minutes.
- Determination of compliance with the rules of convocation.
- Determination of the number of Board members.
- Election of Board members.
- Determination of fees to Board members.
- Closing of the Meeting.
Proposal from the Nomination Committee (items 2 and 7-9 on the agenda)
The Nomination Committee, consisting of Jan Svensson (Investment AB Latour), Mikael Ekdahl (Melker Schörling AB), Johan Strandberg (SEB Fonder), Marianne Nilsson (Swedbank Robur Fonder), Henrik Didner (Didner & Gerge Fonder) and the Chairman of the Board Alf Göransson (as co-opted) has proposed the following:
- The Chairman of the Board, Alf Göransson, shall be elected Chairman of the Meeting.
- The number of Board Members shall be seven, without deputies.
- New election of Lars Blecko and Johan Lundberg as Board members for the time up to and including the close of the next Annual General Meeting. Gun Nilsson has declared that she is no longer at the disposal for the Board. It is noted that the Board after the election thereby will consist of Alf Göransson (Chairman), Patrik Andersson, Lars Blecko, Ingrid Bonde, Cecilia Daun Wennborg, Johan Lundberg and Jan Svensson.
- The annual fees per Board member (including fees for committee work), as resolved at the Annual General Meeting on 8 May 2019, shall continue to apply entailing a certain increase of the total fees since the number of Board members is increased by one. Fees (including fees for committee work) are to be paid to outgoing and incoming Board members pro rata in relation to the Board member’s actual duty period compared to the whole period from the Annual General Meeting 2019 until the end of the next Annual General Meeting.
Lars Blecko (born 1957), Master of Civil Engineering, has most recently held the position as CEO of Loomis Inc. Prior to that, he was CEO and President of Loomis AB (publ) and even earlier of Rottneros AB (publ). He has also held senior positions in Cardo AB and Du Pont de Nemour Europe. Lars is chairman of the Board of Polygon AB and Board member of Ramudden AB and Axel Johnson Inc. Lars Blecko is carrying out consultancy services for Loomis Inc. under an existing agreement between Loomis Inc. and a company owned by him.
Johan Lundberg (born 1977), holding an MBA from Stockholm School of Economics, is founder and CEO of NFT Ventures AB. Prior to that, he was CEO of Betalo/PFC AB. He has also held senior positions in Paytech and Mastercard International. Johan is chairman of the Board of Investment AB Stentulpanen, Board member of Betsson AB and Ölands Bank AB and deputy Board member of NFT Ventures AB.
The reasoned statement of the Nomination Committee is available at the company website, www.loomis.com.
C. NUMBER OF SHARES AND VOTES IN THE COMPANY
At the time of issue of this notice, the total number of shares in the company amounts to 75,279,829, of which all shares are class B shares. Class B shares entitle to one vote. The company holds 53,797 treasury shares.
D. INFORMATION AT THE EGM
The Board of Directors and the President 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, including, where relevant, the company’s relationship with another group company.
E. PROCESSING OF PERSONAL DATA
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in July 2019
Loomis AB (publ)
July 15, 2019
President and CEO
Mobile: +46 76 111 34 00
Mobile: +46 70 569 69 98
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 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 2018 of SEK 19.2 billion. Loomis is listed on Nasdaq Stockholm Large-Cap list.