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Notice to Annual General Meeting of shareholders in Loomis AB

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N.B. The below is an unofficial translation of the Swedish original, in case of any discrepancies between the Swedish original and the English translation the Swedish text shall prevail.

The shareholders of Loomis AB, Reg. No 556620-8095 (“Loomis” or the “company”), are hereby invited to participate in the annual general meeting (the “AGM”) to be held on Monday May 6, 2024 at 5 p.m. CEST, in Grünewaldsalen at Stockholm Concert Hall, entrance Kungsgatan 43, Stockholm. Registration for the AGM begins at 4.30 p.m. CEST.

The Board of Directors has resolved, in accordance with the provisions of the company’s Articles of Association, that shareholders may also exercise their voting rights by postal voting.

A.                      Right to participate and notice of attendance

A) Participation at the meeting venue

A person who wishes to attend the meeting room in person or through a proxy must:

  • be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB, concerning the circumstances on Thursday April 25, 2024; and
  • notify the company of their intention to participate in the AGM by post to Loomis AB, “AGM”, 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 Monday April 29, 2024, at the latest, preferably before 4 p.m. When registering to attend, the shareholder must provide name, personal identity number (corporate identity number), address, telephone number and the number of any representative (no more than two).

If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. A proxy form is available on the company website, www.loomis.com. If the shareholder is a legal entity, a certificate of registration or a corresponding document for the legal entity shall be attached. In order to facilitate registration at the AGM, the power of attorney as well as the certificate of registration and other authorization documents should be received by the company prior to the AGM.

B) Participation by postal voting

A person who wishes to participate in the meeting by postal voting must:

  • be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB, concerning the circumstances on Thursday April 25, 2024; and
  • notify their intention to participate in the AGM by submitting its postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than Monday April 29, 2024.

A shareholder who wishes to attend the meeting venue in person or by proxy, must give notice of this in accordance with A) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the meeting venue.

A special form shall be used for postal voting. The form is available on the company’s website, www.loomis.com. The completed and signed postal voting form may be sent by post to Loomis AB, “AGM”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, or by email to generalmeetingservice@euroclear.com. The completed form shall be received by Euroclear Sweden AB no later than Monday April 29, 2024. Shareholders may also submit their postal votes electronically by verification with BankID via Euroclear Sweden AB’s website, https://anmalan.vpc.se/EuroclearProxy. Such electronic votes must be cast no later than Monday April 29, 2024.

The shareholder may not provide special instructions or conditions in the voting form. If so, the postal vote (in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Forms of power of attorney are available on the company’s website, www.loomis.com. If the shareholder is a legal entity, a certificate of registration or a corresponding document for the legal entity shall be attached to the form.

Nominee registered shares

A shareholder whose shares are nominee registered through a bank or other nominee must, in addition to giving notice of participation at the AGM, 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 AGM. The shareholders’ register for the AGM, as of the record date Thursday April 25, 2024, will take into account voting right registrations completed no later than Monday April 29, 2024. 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.

B.                      AGENDA

Proposal for agenda

  1. Opening of the Meeting.
  2. Election of Chairman of the Meeting.
  3. Preparation and approval of the voting list.
  4. Approval of the agenda.
  5. Election of one or two person(s) to approve the minutes.
  6. Determination of compliance with the rules of convocation.
  7. The President and CEO’s report.
  8. Presentation of

(a)     the annual report and the auditor’s report and the consolidated financial statements and the group auditor’s report, and

(b)     the statement by the auditor on the compliance with the guidelines for remuneration to group management applicable since the last AGM.

  1. Resolutions on

(a)     adoption of the statement of income and the balance sheet and the consolidated statement of income and the consolidated balance sheet, in each case as per December 31, 2023,

(b)     appropriation of the company’s profit according to the adopted balance sheet,

(c)      record date for dividend, and

(d)     discharge of the Board members and the President and CEO from liability for the financial year 2023.

  1. Determination of the number of Board members.
  2. Determination of fees to Board members and auditor.
  3. Election of Board members and Chairman of the Board of Directors.
  4. Election of auditor.
  5. Resolution on approval of the remuneration report.
  6. Resolution on authorization of the Board of Directors to resolve on repurchase and transfer of own shares.
  7. Resolutions on (A) reduction of the share capital by way of cancellation of repurchased shares and (B) increase of the share capital through a bonus issue without issuance of new shares.
  8. Closing of the Meeting.

Nomination Committee

At the AGM 2022, principles for the appointment of the Nomination Committee were adopted, entailing that the Nomination Committee shall be composed of representatives of the four largest shareholders in terms of voting rights registered in the shareholders’ register maintained by Euroclear Sweden AB as of August 31 the year before the AGM. In certain cases, the composition of the Nomination Committee shall be changed upon ownership changes that takes place after that date.

The Nomination Committee for the AGM consists of the Chairman Elisabet Jamal Bergström (SEB Fonder), Bernard Horn (Polaris Capital Management), Malin Björkmo (Handelsbanken Fonder) and Robin Nestor (Lannebo Fonder). The Chairman of the Board of Directors, Alf Göransson, has been co-opted to the Nomination Committee.

Election of Chairman of the meeting (item 2 on the agenda)

The Nomination Committee has proposed that the Chairman of the Board of Directors, Alf Göransson, is elected as Chairman of the AGM.

Resolutions on dividend and record date (items 9 (b) and (c) on the agenda)

The Board of Directors proposes a dividend of SEK 12.50 per share.

As record date for the dividend, the Board of Directors proposes Wednesday May 8, 2024. Should the AGM resolve in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Tuesday May 14, 2024.

Proposals for election of Board members, Chairman of the Board of Directors and auditor and resolution regarding fees (items 10–13 on the agenda)

The Nomination Committee has proposed that the AGM resolves on the following:

The number of Board members elected by the AGM shall be seven, with no deputy members. The Nomination Committee proposes re-election of the Board members Alf Göransson, Lars Blecko, Cecilia Daun Wennborg, Liv Forhaug, Johan Lundberg and Santiago Galaz, and new‑election of Marita Odélius, all for the period up to and including the AGM 2025, with Alf Göransson as Chairman of the Board of Directors. Jeanette Almberg has declined re-election.

Additional information on Board member proposed for new-election, Marita Odélius, is set out below. The reasoned statement of the Nomination Committee is available on the company website, www.loomis.com.

Marita Odélius (born 1961) holds a Bachelor of Economics from Uppsala University. She is a board member of Movestic Livförsäkring AB, Solid Försäkringsaktiebolag, Resurs Holding AB and Resurs Bank AB. Marita Odélius was the CEO of Fora AB between 2011 and 2021. Prior to that, she held various positions within Skandia, including as Group CFO, KPMG, and the Swedish Financial Supervisory Authority. Marita holds 200 shares in Loomis.

Fees to the Board members for the period up to and including the AGM 2025 shall amount to SEK 5,755,000 (5,300,000) in total (based on an unchanged number of committee members) to be distributed among the Board members as follows: the Chairman of the Board of Directors shall according to the proposal receive SEK 1,400,000 (1,300,000) and each of the other Board members shall receive SEK 585,000 (550,000). The remuneration for committee work shall amount to SEK 320,000 (300,000) for the Chairman of the Audit Committee, amount to SEK 150,000 (100,000) for the Chairman of the Remuneration Committee, amount to SEK 150,000 (125,000) for the members of the Audit Committee and amount to SEK 75,000 (50,000) for the members of the Remuneration Committee.

The accounting firm Deloitte AB is proposed for re-election for a term of one year, in accordance with the recommendation of the Audit Committee. In the event Deloitte AB is elected, the accounting firm has informed that the authorized public accountant Didrik Roos will be the auditor in charge.

The auditor’s fee is proposed to be paid according to approved invoice.

Proposal for resolution on authorization for the Board of Directors to resolve on repurchase and transfer of own shares (item 15 on the agenda)

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to resolve on acquisition of own shares, on the following terms and conditions:

  1. acquisition may take place on Nasdaq Stockholm, on one or more occasions prior to the next AGM;
  2. acquisition may be made of such number of shares that Loomis’ holding of own shares does not at any time exceed one tenth of the total number of shares in the company;
  3. acquisition may be made at a price which falls within the prevailing price interval registered at each point in time (i.e. in the interval between the highest purchase price and the lowest selling price); and
  4. payment of acquired shares shall be made in cash.

Furthermore, the Board of Directors proposes that the AGM resolves to authorize the Board of Directors to resolve on transfer of own shares, with or without deviation from the shareholders’ preferential rights, on the following terms and conditions:

  1. transfer may take place on Nasdaq Stockholm and/or outside of Nasdaq Stockholm in connection with acquisition of companies or businesses, on one or more occasions prior to the next AGM;
  2. transfer may be made up to such number of shares that are held by Loomis at the time of the Board of Directors’ resolution on the transfer; and
  3. transfer of shares on Nasdaq Stockholm shall be made at a price which falls within the prevailing price interval registered at each point in time. For transfers outside of Nasdaq Stockholm, payment may be made in cash, non-cash consideration or through set-off and the price is to be determined so that the transfer takes place on market terms.

The purpose of the proposed authorization, and the reason for the deviation from the shareholders’ preferential rights as regards the transfer of own shares, is to enable the Board of Directors to continuously adapt Loomis’ capital structure to the company’s capital requirements and to enable financing of acquisitions by using own shares.

The Board of Directors has presented a reasoned statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act.

The Board of Directors shall be entitled to resolve on the other terms and conditions for repurchase and transfer of own shares. The Chairman of the Board of Directors, or the person appointed by the Chairman of the Board of Directors, is authorized to make such minor adjustments in the above proposal that may prove to be necessary in connection with execution of the Board of Directors’ resolution on repurchase and transfer of own shares.

Proposal for resolutions on (A) reduction of the share capital by way of cancellation of repurchased shares and (B) increase of the share capital through a bonus issue without issuance of new shares (item 16 on the agenda)

Loomis has, on the basis of authorizations by previous annual general meetings, acquired own shares. At the time of issue of this notice, Loomis holds 4,819,374 own shares, corresponding to approximately 6.40 per cent of the total number of outstanding shares in the company.

The Board of Directors proposes that the AGM resolves to reduce the share capital by way of cancellation of own shares, and to increase the share capital by way of a bonus issue in accordance with items (A) and (B) below. The resolutions are contingent of each other and are therefore proposed to be adopted as one joint resolution as follows.

A. Reduction of share capital by cancellation of own shares

The Board of Directors proposes that the AGM resolves to reduce the share capital by way of cancellation of own shares. The purpose of the reduction is allocation to unrestricted equity.

The reduction of the share capital shall be made by cancellation of 4,279,829 own shares that are held by the company. The reduction of the share capital will be SEK 21,399,145 by way of cancellation of 4,279,829 shares.

The resolution to reduce the share capital under this item (A) may be effectuated without obtaining permission from the Swedish Companies Registration Office or, in the event of a dispute, a general court, as the company simultaneously effectuates a bonus issue, as set out under item (B) below, with an amount corresponding to no less than the amount the share capital is being reduced with, as set out above. Combined, these measures entail that neither the company’s restricted equity nor its share capital is reduced.

B. Bonus issue

With the purpose of restoring the share capital after the proposed reduction of the share capital, as set out under item (A) above, the Board of Directors proposes that the AGM simultaneously resolves on a bonus issue to increase the company’s share capital by SEK 21,399,145 through a transfer of SEK 21,399,145 from the company’s unrestricted equity. The bonus issue shall be carried out without the issuance of new shares.

Statement by the Board of Directors

In view of the Board of Directors’ proposal for resolution on reduction of the share capital through cancellation of shares, the Board of Directors hereby issues the following statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act (2005:551).

It follows from the proposal on reduction of the share capital that the Board of Directors proposes that the company’s share capital shall be reduced by SEK 21,399,145 through cancellation of 4,279,829 shares for allocation to unrestricted equity.

In order to achieve a quick and efficient cancellation procedure without the requirement of obtaining the Swedish Companies Registration Office’s or a general court’s permission, the Board of Directors has also proposed that the AGM resolves on restoring the company’s share capital to its current amount by increasing the share capital with SEK 21,399,145 by way of a bonus issue without issuance of new shares. The amount is to be transferred from the company’s unrestricted equity to the company’s share capital.

Through the reduction of the share capital due to the cancellation of shares, the company’s share capital is reduced by SEK 21,399,145 and through the bonus issue the company’s share capital is increased by the same amount. The company’s restricted equity and share capital will therefore remain unchanged after the implementation of the bonus issue.

Following completion of the reduction of the share capital and the bonus issue, the total number of outstanding shares in the company will amount to 71,000,000.

Authorization

The Board of Directors proposes that the AGM authorize the Board of Directors, or the person appointed by the Board of Directors, to make such minor adjustments to the resolutions according to item (A) and (B) above as may be required for registration of the resolutions with the Swedish Companies Registration Office or Euroclear Sweden AB and to take such other measures required to execute the resolutions.

C.                      AVAILABLE DOCUMENTATION ETC.

Complete proposals, including the Board of Directors’ statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act, are set out under the respective items in the notice. The form of power of attorney, the postal voting form and the Nomination Committee's reasoned statement ahead of the AGM is available on the company's website, www.loomis.com. The annual report and the auditor's report, the remuneration report, the Board of Directors' statement according to Chapter 18, Section 4 and Chapter 19, Section 22, respectively, of the Swedish Companies Act and the statement by the auditor on the compliance of the guidelines for remuneration to group management applicable since the last AGM will be available at the company (Drottninggatan 82, 4th floor, SE-111 36 Stockholm, Sweden) and on the company’s website, www.loomis.com, no later than as from Monday April 15, 2024. Copies of the documentation will also be sent to the shareholders who so request and state their postal address.

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. As per the same date, Loomis holds 4,819,374 treasury shares.

E.                      SPECIAL MAJORITY REQUIREMENTS

Resolutions in accordance with the Board of Directors' proposal under items 15 and 16 above require the support of shareholders representing at least two thirds of both the votes cast and the shares represented at the AGM.

F.                      SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

The Board of Directors and the President and CEO shall, if any shareholder so requests and if the Board of Directors considers that it can be done without significant harm for the company, give information on circumstances that can affect the judgement of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation and the consolidated financial statements, as well as the company’s relation to other companies within the group.

G.                     PROCESSING OF PERSONAL DATA

For information about the processing of your personal data, see the privacy policy available on the company's website, www.loomis.com.

* * *

Stockholm in March 2024

The Board of Directors

Loomis AB (publ)

This press release is also available on the company's website, www.loomis.com.

Jenny Boström
Head of Sustainability and IR

Mobile: +46 79 006 45 92
Email: jenny.bostrom@loomis.com

Loomis offers secure and effective comprehensive solutions for managing payments, including the distribution, handling, storage and recycling of cash and other valuables. Loomis’ customers are mainly financial institutions and retailers. Loomis operates through an international network of around 400 branches in more than 20 countries. Loomis employs around 25,000 people and had revenue in 2023 of more than SEK 28 billion. Loomis is listed on Nasdaq Stockholm Large-Cap list.

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