Resolutions at the Annual General Meeting of Loomis AB (publ)
SOLNA, Sweden, May 6, 2020 /PRNewswire/ -- At today's Annual General Meeting of Loomis AB (publ) the following was resolved:
Board of Directors and auditor
The Annual General Meeting resolved that the number of Board members shall be six with no deputy members. The Meeting re-elected Alf Göransson, Lars Blecko, Cecilia Daun Wennborg, Johan Lundberg and Jan Svensson as Board members. Jeanette Almberg was elected as new Board member. Alf Göransson was re-elected Chairman of the Board. The fee to the Board members was determined to a total of SEK 3,725,000 (including fees for committee work) apportioned so that the Chairman of the Board shall continue to receive SEK 1,000,000 and the other Board members continue to receive SEK 425,000 each. The remuneration for committee work was determined to be paid by SEK 250,000 to the Chairman of the Audit Committee, unchanged by SEK 100,000 to the Chairman of the Remuneration Committee, unchanged by SEK 100,000 to a member of the Audit Committee and unchanged by SEK 50,000 to a member of the Remuneration Committee. The Meeting re-elected the accounting firm Deloitte AB as the company's auditor, with authorised public accountant Peter Ekberg as auditor in charge, for a period of one year. The Meeting further resolved that the auditor's fees are to be paid as per agreement.
Appropriation of the company's profit
In accordance with the proposal of the Board, the Meeting resolved that no dividend is to be distributed for the financial year 2019, and that the funds available for distribution of SEK 4,781,472,834, including this year's profit of SEK 691,727,422, is carried forward.
Instructions for the Nomination Committee
The Annual General Meeting approved the Nomination Committee's proposal for instructions to the Nomination Committee. The proposal principally entails the following.
The Nomination Committee shall be composed of representatives of the five largest shareholders in terms of voting rights, based on a register of owner-registered shareholders maintained by Euroclear Sweden AB or other reliable information on shareholdings as of August 31 every year. The Chairman of the Board shall convene the Nomination Committee to its first meeting and shall also be co-opted to the Nomination Committee.
A change in the composition of the Nomination Committee shall immediately be publicly announced. The composition of the Nomination Committee for the Annual General Meeting shall be publicly announced no later than six months prior to each Annual General Meeting. No remuneration shall be paid out to members of the Nomination Committee. The Nomination Committee shall prepare proposals regarding the election of Chairman of the General Meeting, members of the Board of Directors, Chairman of the Board, auditor, fees for the members of the Board including division between the Chairman and the other Board members, as well as fees for committee work, fees to the company's auditor and changes of the instructions for the Nomination Committee.
Guidelines for remuneration to Group Management
The Annual General Meeting resolved on the adoption of revised guidelines for remuneration to Group Management, which have been adjusted to new rules in the Swedish Companies Act. The guidelines principally entail that the remuneration and terms of employment shall be competitive and in accordance with market conditions, in order to ensure that the Loomis Group will be able to attract and keep competent management employees. Furthermore, the guidelines entail that the total remuneration to Group Management shall consist of fixed salary, possible variable remuneration, pensions and other benefits. The variable remuneration shall be based on the outcome in relation to financial goals and growth targets within the individual area of responsibility and may also be linked to individual performance targets. Pension rights for members of the Group Management shall be applicable as from the age of 65, at the earliest, and shall, to the extent members are not subject to pension benefits pursuant to collective agreement (ITP-plan), be provided pursuant to a defined contribution pension plan. Under certain circumstances, the Board shall be entitled to deviate from the guidelines in individual cases if there are particular grounds for such deviation.
Incentive Scheme
The Meeting resolved, in accordance with the Board's proposal, on the implementation of a share and cash based incentive scheme (the "Incentive Scheme"). The implementation of the Incentive Scheme principally entails that 1/3 of any annual bonus earned may be paid in the form of class B shares in Loomis with delayed payment and subject to continued employment with Loomis.
Approximately 350 key employees will participate in the Incentive Scheme and thereby be entitled to receive a part of the annual bonus in the form of shares in Loomis, provided that certain predetermined and measurable performance criteria are met. The existing principles relates to result improvements and are set as close to the local business as possible and aim for long term profitability of the group.
Provided that the applicable performance criteria are met, the annual bonus will be determined at the outset of 2021 and be payable by (i) 2/3 in cash at the outset of 2021 and (ii) 1/3 in class B shares (the "Bonus Shares") at the outset of 2022. The number of Bonus Shares to which each participant will be entitled shall be determined by the ratio between the available bonus and the share price at the time of determination of the bonus. Distribution of Bonus Shares in accordance with (ii) presupposes that the participant is employed by Loomis as of the last day of February 2022. If the total accrued bonus amounts to less EUR 4,800, the whole bonus will be paid out in cash in accordance with (i) above.
Furthermore, in order to enable Loomis' delivery of Bonus Shares in accordance with the Incentive Scheme, the Meeting resolved to enter into a share swap agreement with a third party, whereby the third party in its own name shall acquire and transfer shares in the company to employees participating in the Incentive Scheme.
Amendments in the Articles of Association
The Meeting resolved, in accordance with the Board's proposal, to amend the articles of association in order to adapt it to previous and expected legislative amendments and remove the possibility to issue different series of shares.
This press release is also available at: www.loomis.com
CONTACT:
Alf Göransson
Chairman of the Board
Contact: Carina Cederblad
+46-8-522-920-53
[email protected]
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The following files are available for download:
Resolutions at the Annual General Meeting of Loomis AB (publ) |
SOURCE Loomis AB
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