Notice to Annual General Meeting of shareholders in Loomis AB
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 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 onMonday April 27, 2026 ; and - notify the company of their intention to participate in the AGM by post to
Loomis AB , "AGM", c/oEuroclear 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, byWednesday April 29, 2026 , at the latest, preferably before4 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 onMonday April 27, 2026 ; 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 thanWednesday April 29, 2026 .
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
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
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, as well as the auditor's assurance report relating to the sustainability report, and
(b) the statement by the auditor on the compliance with the guidelines for remuneration to group management applicable since the last AGM.
9. 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
(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 2025.
10. Determination of the number of Board members.
11. Determination of fees to Board members and auditor.
12. Election of Board members and Chairman of the Board of Directors.
13. Election of auditor.
14. Resolution on approval of the remuneration report.
15. Resolution on implementation of a long-term share-based incentive program, including hedging measures through conclusion of a share swap agreement.
16. Resolution on authorization of the Board of Directors to resolve on repurchase and transfer of own shares.
17. 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.
18. 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
Election of Chairman of the Meeting (item 2 on the agenda)
The Nomination Committee has proposed that the Chairman of the Board of Directors,
Resolutions on dividend and record date (items 9 (b) and (c) on the agenda)
The Board of Directors proposes an ordinary dividend of SEK 15.00 per share and an extraordinary dividend of SEK 5.00 per share.
As record date for the dividend, the Board of Directors proposes
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
The reasoned statement of the Nomination Committee is available on the company website, www.loomis.com.
Fees to the Board members for the period up to and including the AGM 2027 shall amount to SEK 6,495,000 (6,065,000) 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
The remuneration for committee work shall amount to SEK 400,000 (350,000) for the Chairman of the Audit Committee, amount to SEK 150,000 (150,000) for the Chairman of the Remuneration Committee, amount to SEK 205,000 (175,000) for the members of the Audit Committee and amount to SEK 75,000 (75,000) for the members of the Remuneration Committee.
The accounting firm
The auditor's fee is proposed to be paid according to approved invoice.
Proposal for resolution on implementation of a long-term share-based incentive program, including hedging measures through conclusion of a share swap agreement (item 15 on the agenda)
The Board of Directors proposes that the AGM resolves on implementing a new long-term incentive program on the following terms:
- Background and reasons
The proposal to implement a new long-term incentive program ("LTIP 2026") for the group management and other key employees, in total approximately 80 persons, is made in light of the Board of Directors' conviction that the proposed program is beneficial to the company's shareholders as it will strengthen the group's ability to retain and recruit top executives and is expected to further increase alignment between the interests of the participants with those of the shareholders and thereby ensure maximum long-term value creation.
Unlike the previously adopted long-term incentive programs (LTIP 2018, LTIP 2021, LTIP 2023 and LTIP 2025), the Board of Directors proposes that LTIP 2026 shall not include any matching element (so called matching shares), making the plan completely performance based. Consequently, LTIP 2026 will not require the participants to invest in, or allocate, any Loomis shares.
As previous programs, LTIP 2026 is proposed to include two performance targets, one relating to CO2 emissions reduction and one relating to earnings per share. The first is proposed to be measured during the full three-year term of LTIP 2026, the latter is proposed to be measured during the first year of the three-year term.
The Board of Directors has carefully considered the length of the measurement period for the target relating to earnings per share. The proposed length is specifically designed to provide a stronger incentive for participants through improved visibility, making the plan more attractive and thereby more likely to achieve the primary goal of retaining and recruiting top executives. Also considering that the company operates in a highly specialized industry with substantial US exposure.
To hedge any delivery of shares to the participants under LTIP 2026, the Board of Directors proposes that Loomis enters into a share swap agreement with a third party.
The Board of Directors' intention is to annually come back with proposals on corresponding incentive programs to future AGMs.
2. Terms and conditions for Performance Shares
LTIP 2026 is proposed to include approximately 80 participants from the Loomis group, who are divided into four categories: President & CEO (Category 1); CFO, President & CEO
Provided that (i) the Participant, with certain exceptions, has remained in his or her employment in the group without intermission until the expiration of the vesting period, which expires on
The number of Performance Shares that may be allotted to the Participants after the expiration of the Vesting Period will be established according to the following. Each Participant will at commencement of the Vesting Period, free of charge, receive a conditional award of Performance Shares (an "LTIP Award"). The LTIP Award will amount to the number of Performance Shares that corresponds to a specified percentage of each Participant's fixed basic salary for 2026 (the "LTIP Award Value") as set out in the table below.
|
Categories of participants |
LTIP Award Value per Participant |
|
President & CEO |
55% of the fixed basic salary for 2026 |
|
CFO, President & CEO |
45% of the fixed basic salary for 2026 |
|
Other members of group management (3 persons) |
30% of the fixed basic salary for 2026 |
|
Other key employees |
20% of the fixed basic salary for 2026 |
The share price used to calculate the number of underlying Performance Shares that each LTIP Award entitles to shall be the volume-weighted average price paid ("VWAP") for the Loomis share on
The Performance Targets that have to be met for allotment of Performance Shares are comprised of (i) earnings per share (the "EPS Target"), and (ii) CO2 emissions reduction (the "CO2 Target") (each a "Performance Target" and together the "Performance Targets"). The EPS Target shall be measured during the current financial year, being the period
The relative weight between the EPS Target and the CO2 Target shall be 84 per cent and 16 per cent, respectively, of the maximum right to allotment of Performance Shares.
The Performance Targets, as determined by the Board of Directors, will stipulate minimum and maximum levels with respect to each Performance Target.
The Board of Directors must stipulate the minimum level of the EPS Target so that it requires an improvement compared to the previous calendar year's EPS. Due to stock market and competition reasons, the minimum and maximum level for the EPS Target will not be disclosed at the start of LTIP 2026 but after the third year of LTIP 2026.
The achievement of the EPS Target shall be determined and disclosed after the first year of LTIP 2026, where the outcome for the financial year 2026 will be compared to the EPS for the financial year 2025.
The achievement of the CO2 Target shall be determined and disclosed after the third year of LTIP 2026, where the CO2 reduction (scope 1 and 2 CO2 emissions combined) at the end of the CO2 Performance Period will be compared to the base line year 2019. The minimum level of the CO2 Target will entail a CO2 reduction of at least 35 per cent, and the maximum level will entail a reduction of 37 per cent or more.
The Board of Directors considers that a one-year measurement period for the EPS Target provides a stronger incentive for Participants through improved visibility, making the plan more attractive and thereby more likely to achieve the primary goal of retaining and recruiting top executives. The achievement of the CO2 Target is determined at one time after the end of the CO2 Performance Period. The Board of Directors has strived to achieve a distinct connection between the Vesting Period and the three year long CO2 Performance Period, which entails that the Vesting Period will be slightly shorter than three years since enrollment in LTIP 2026 cannot be made before the AGM.
If the minimum target level is not met for any of the Performance Targets, no allotment of Performance Shares shall be made. If the maximum target level is met or exceeded for both of the Performance Targets, the number of Performance Shares allotted to the Participants after expiration of the Vesting Period will amount to 100% of the LTIP Award.
If the outcome for any Performance Target falls between the minimum level and the maximum level, a linear proportioned allotment of Performance Shares shall be made according to the weighting of the Performance Targets set out above.
Allotment of any Performance Shares will take place after the expiration of the Vesting Period. The final total number of Performance Shares to be allotted to each Participant shall be rounded to the nearest whole number.
The number of Performance Shares that may be transferred under LTIP 2026 shall be subject to customary recalculation due to any split or reverse share split, bonus issue, preferential issue and/or other similar corporate actions.
LTIP 2026 has a maximum limit in terms of profit for the Participants, entailing that if the volume-weighted average price paid for the Loomis share on
The Participant is not entitled to transfer, pledge or sell the right to obtain Performance Shares, or to exercise any shareholders' rights in respect of such shares during the Vesting Period.
3. Form and operation
The Board of Directors shall be responsible for the design and administration of LTIP 2026 and for the detailed terms to be applied between Loomis and the Participants in the program in accordance with the terms set out in this proposal.
The Board of Directors shall be entitled to make such minor adjustments of these terms that may be necessary due to legal or administrative conditions. In some cases, the Board of Directors shall furthermore be entitled to reduce the maximum number of Performance Shares to be allotted or, fully or partly, prematurely terminate LTIP 2026 as well as make local adaptations of the program that may be required in order to implement the program in countries concerned at reasonable administrative costs and contributions, including, among other things, to offer cash settlement.
The Board of Directors shall be entitled to resolve on adjusted or changed allotment of Performance Shares (i) for individual Participants based on individual circumstances, (ii) if it is otherwise deemed to be suitable or appropriate due to significant changes in Loomis, on the stock market or in the legislation (for example regarding tax) or (iii) if the outcome otherwise is considered unreasonable.
The Board of Directors shall be entitled to resolve on adjusted or changed allotment of Performance Shares or to terminate LTIP 2026 should anyone, alone or together with related persons, acquire such number of shares in Loomis, which, pursuant to applicable regulations, would result in an obligation to make a public offer to acquire the remaining shares in Loomis.
4. Entering into a share swap agreement
In order to hedge any delivery of Performance Shares, the Board of Directors proposes that Loomis enters 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 shares to Participants in the program.
5. Costs of LTIP 2026
LTIP 2026 will give rise to personnel costs during the Vesting Period, partly in terms of wages and salaries in the accounts, partly in terms of social security contributions. These costs are calculated according to the accounting standard IFRS 2 and distributed over the Vesting Period. Based on the assumption that the price for the Loomis share at grant of the LTIP Awards amounts to
The cost for the share swap agreement in accordance with section 4 above is estimated to approximately
The costs of LTIP 2026 are expected to have a marginal effect on the Loomis group's key performance indicators.
The Board of Directors deems that the positive effects on the result that are expected as a result of the Participants' increased share ownership through allocation of Performance Shares, outweighs the costs related to the program.
6. Preparation of the proposal
LTIP 2026 has been initiated by the Board of Directors of Loomis and has been prepared in consultation with external advisors. LTIP 2026 has been processed in the Remuneration Committee and discussed at Board meetings. The Board of Directors has prepared the parameters of the program.
7. Other incentive programs in Loomis
At the time of this proposal, Loomis has one outstanding share related incentive program, LTIP 2025, which is partly based on the same conditions as the above proposed LTIP 2026. For additional information on LTIP 2025, please refer to the annual report for the financial year 2025, note 7.
Proposal for resolution on authorization for the Board of Directors to resolve on repurchase and transfer of own shares (item 16 on the agenda)
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to, on one or several occasions prior to the next AGM, resolve on acquisition of own shares, on the following terms and conditions:
-
- acquisition may take place on
Nasdaq Stockholm and in accordance with the Nasdaq Stockholm Main Market Rulebook for Issuers of Shares; - 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;
- acquisition shall be carried out in compliance with the price restrictions set out in the Nasdaq Stockholm Rulebook for Issuers on the Main Market, which, inter alia, stipulates that shares may not be repurchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the repurchase is carried out. Repurchase may not be made at a price lower than the lowest price at which an independent acquisition may be carried out; and
- payment of acquired shares shall be made in cash.
- acquisition may take place on
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:
-
- transfer may take place on
Nasdaq Stockholm and/or outside ofNasdaq Stockholm in connection with acquisition of companies or businesses, on one or more occasions prior to the next AGM; - 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
- 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.
- transfer may take place on
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 17 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 1,577,753 own shares, corresponding to approximately 2.30 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 1,500,000 own shares that are held by the company. The reduction of the share capital will be SEK 8,242,317 by way of cancellation of 1,500,000 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 8,242,317 through a transfer of SEK 8,242,317 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
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 8,242,317 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 8,242,317 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 67,000,000.
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
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 auditor's assurance report relating to the sustainability 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 with the guidelines for remuneration to group management, and the auditor's statement pursuant to Chapter 20, Section 14 of the Swedish Companies Act, will be available at the company (Drottninggatan 82, 4th floor, SE-111 36
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 68,500,000. As per the same date, Loomis holds 1,577,753 treasury shares.
E. SPECIAL MAJORITY REQUIREMENTS
Resolutions in accordance with the Board of Directors' proposal under items 16 and 17 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.
The Board of Directors
This press release is also available on the company's website, www.loomis.com.
For more information, please contact:
Jenny Boström
Head of Sustainability and IR
ir@loomis.com
+46 79 006 45 92
Fredrik Hammarbäck
Media Relations and External Communications Manager
media@loomis.com
+46 76 311 56 29
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