STOCKHOLM, Sweden, April 10, 2003 (PRIMEZONE) -- The Shareholders of Intrum Justitia AB (publ.) (Other OTC:INJJF), company number 556607- 7581, are hereby given notice to attend the Annual General Meeting on Tuesday, May 13, 2003, at 4 p.m. (CET) at the World Trade Center, the New York room, Klarabergsviadukten 70, Section D, Stockholm, Sweden. Coffee is served at 3 p.m.
Right to participate at the Annual General Meeting Shareholders wishing to participate at the Annual General Meeting must: . be registered on Saturday, May 3, 2003, in the share register maintained by VPC AB (the shareholders are especially reminded that May 3, 2003 is a Saturday, see below); and . have notified their intention to participate at the Annual General Meeting not later than 4 p.m. (CET) on Thursday, May 8, 2003. (Regarding the notice, see below.)
Nominee-Registered Shares etc.
In order to be entitled to participate at the Annual General Meeting, shareholders whose shares are nominee-registered through a bank or a security investment institute must ensure that the nominee temporarily registers the shares in the shareholder's own name in the share register maintained by VPC AB. Shareholders wishing such re-registration must give their nominee notice thereof in ample time prior to Saturday May 3, 2003. The Shareholders are reminded that May 3, 2003 is a Saturday and that registration thus must be executed on Friday May 2, 2003.
Notification etc.
Notifications for participation at the Annual General Meeting may be filed at the company's website www.intrum.com, by email agm@intrum.com, by fax +46 8 546 10 211, by telephone +46 8 546 10 250 or by mail to Intrum Justitia AB, "AGM", SE-105 24 Stockholm, Sweden. The notification shall state the shareholder's name, personal/identification number, shareholding, address, phone number (daytime) and information on (a maximum of two) possible assistants and where applicable information on representative. Furthermore, the notification should include, where applicable, complete proofs of authority such as certificates of registration and proxies.
Shareholders represented by proxies shall issue, in writing, a dated and signed proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents shall be enclosed. The proxy and the certificate of registration must not be more than one year old. Proxies in original and certificates of registration should be sent by ordinary mail to the company at the address stated above in ample time prior to the Annual General Meeting.
Proposed Agenda for the Annual General Meeting
1. Opening of the Shareholder's Meeting
2. Election of the Chairman for the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination as to whether the meeting has been duly convened
7. Submission of the annual accounts and report of the Auditor,
and Group accounts and report of the Group Auditor, for the financial
year 2002
8. Speech by the Managing Director
9. Resolution regarding the adoption of the profit and loss
statement and balance sheet, and the consolidated profit and loss
statement and consolidated balance sheet
10.Resolution regarding appropriation of the company's profit and
dividend payments and determination of the record day for the dividend
11.Resolution regarding discharge of the Members of the Board and
the Managing Director from liability for the administration of the
company during the year 2002
12.Determination of the number of Board Members and Deputy Board
Members
13.Determination of remuneration to the Board of Directors and
fees to the Auditor
14.Election of Board Members and Deputy Board Members
15.Matter regarding appointment of Nomination Committee
16.Matter regarding entrusting the Board of Directors with
appointing a Remuneration Committee and an Audit Committee
17.The Board of Directors proposal regarding a Stock Option
Programme and thereto pertaining issue of a debenture loan with
detachable warrants to subscribe for shares in the company, and approval
of disposition of the warrants within the limits of the Stock Option
Programme
18.Closing of the Shareholder's Meeting
Proposed resolutions
Appropriation of the company's profit (Item 10) The Board of Directors and the Managing Director propose that the earnings at the disposal of the Annual General Meeting amounting to SEK 300,495,037, is appropriated so that SEK 1 per share, in all SEK 84,985,604, is distributed to the shareholders and that the remaining amount of SEK 215,509,433 is carried forward. As record day for the dividend, the Board of Directors proposes Friday 16 May 2003. If the Annual General Meeting adopts this proposal, the dividend is scheduled to be paid through VPC on Wednesday 21 May 2003.
Board of Directors and remuneration to the Board of Directors and fees to the Auditor (Item 12-14) A number of Swedish institutional shareholders and major shareholders, representing a total of approx. 53 percent of the votes of all shares in the company, have formed a Nomination Committee for the 2003 Annual General Meeting. The Nomination Committee comprises Marianne Nilsson (Robur fonder), Peter Bolte (Handelsbanken fonder), Mats Gustafsson (SEB fonder), Christian Salamon (Industri Kapital), Bo Goransson (Parkerhouse Investments B.V.), with Bo Ingemarson (Chairman of Intrum Justitia AB) as convener.
The Nomination Committee proposes the following decisions. - The number of Board Members and Deputy Board Members shall be 7 and 2, respectively (Item 12). - The remuneration to the Board of Directors is determined to a total amount of SEK 1,500,000 to be distributed amongst the Directors, as decided by the Board, and an additional SEK 225,000 as fees for performed committee work, in addition to ordinary board work, in total SEK 1,725,000 (Item 13). - Remuneration to the Auditor is determined to be paid on account (Item 13). - Re-election as Board Members of Bjorn Froling, Reinhold Geijer, Bo Goransson, Bo Ingemarson, Maria Lilja, Dennis Punches and Christian Salamon and the Deputies Rolf Granstrom and Stefan Linder, all for the period through to the next Annual General Meeting (Item 14).
Shareholders representing approximately 53 percent of the number of votes of all shares in the company have declared that they support the proposals.
By way of information it is noted that the accounting firm Ohrlings PricewaterhouseCoopers AB was appointed as Auditor for the company for the period through to the end of the Annual General Meeting 2005, at the Extra General Meeting in June 2001.
Nomination Committee (Item 15)
The Swedish Shareholders' Association proposes mainly that the Annual General Meeting appoints a Nomination Committee to be constituted by members independent of the company, of which one member should be a representative of the minor shareholders.
Shareholders of the company, which together represent approximately 53 percent of the number of votes of all shares in the company, have declared that they will request a refusal of the proposal of the Swedish Shareholders' Association and will instead propose that the company's Nomination Committee annually shall be formed - as before - according to a procedure, the outlines of which are the Chairman of the Board, prior to the coming Annual General Meeting, convening a representative of each of the five major shareholders, as per the VPC register at the end of December.
Remuneration Committee and Audit Committee (Item 16) The Swedish Shareholders' Association proposes that the Annual General Meeting resolves on instructing the Board of Directors to appoint a Remuneration Committee and an Audit Committee.
Shareholders of the company, which together represent approximately 53 percent of the number of votes of all the shares in the company, have declared that they will request a refusal of the proposal of the Swedish Shareholders' Association and will instead propose that the Board determines whether a Remuneration Committee and an Audit Committee shall be established, or not.
By way of information, it is noted that the Board during 2002 has formed a Remuneration Committee and that the Board has decided to establish an Audit Committee immediately following the Annual General Meeting.
Stock Option Programme (Item 17) The Board's proposal regarding the adaptation of a Stock Option Programme and the thereto pertaining issue of a debenture loan with detachable warrants to subscribe for shares in the company, and approval of disposition of the warrants within the limits of the Stock Option Programme. A. The Annual General Meeting is proposed to adopt a resolution on the company's Stock Option Programme 2003/2009. Within the limits of the Stock Option Programme it shall be possible to issue stock options with a right to subscribe for no more than 2,525,000 shares in the company. Each stock option may then be exercised to subscribe for one share in the company at a subscription price corresponding to 130 percent of the highest price paid for the company's share, during the period 1 January to 30 June 2003, inclusive, on the O-list of the Stockholm Stock Exchange. The stock options may be allocated to individuals in Sweden and abroad, who at the time of the allocation are employees of companies within the Group and who, at the aforesaid point in time, have not given notice of termination or been given notice of termination of such employment. Stock options may also be allocated individuals who, after the initial allocation obtain such employment. Allocation to employees abroad is subject to the stock options being legally valid in respective jurisdiction and that it, in the opinion of the Board, may take place at reasonable administrative and financial efforts. The programme is expected to comprise approximately twenty senior executives. The allocation of stock options shall take place as follows: The CEO of the company may be allocated no more than 500 000 stock options. Others eligible may be allocated between 75 000 and 150 000 stock options. Upon the allocation, consideration shall be taken to i.a. the employee's performance, position within and effort for the company. The right to subscribe for shares will be determined by the development of the profit of the Intrum Justitia Group during the financial years 2003-2006. For the stock options to be exercised in full, earnings per share, adjusted to reflect goodwill amortization, must increase by an average of more than 10 percent annually over the above-mentioned period of time. Issued stock options shall not constitute securities and may not be transferred to any third party. There will be no guaranteed allocation of stock options. Members of the Board appointed by the Annual General Meeting shall not be allocated stock options. The right to subscribe for new shares pursuant to the stock options may for each holder respectively be exercised during the period 1 July 2007 to 30 May 2009, inclusive, where this right is related to certain grounds for calculation stated in the proposal, and under the condition that the individual is still working within the Group. The stock options shall be allocated free of charge, which may result in tax effects for the recipients. The reason for the establishment of the company's Stock Option Program 2003/2009 is to maintain and recruit competent leading executives and key individuals to the Group, and to present a possibility for current and future leading executives and key individuals to ownership in the company. This is expected to result in an incentive for those individuals, which in turn effects the Group's continued development in a positive way, and therefore is beneficial to the shareholders.
B. The Annual General Meeting is proposed to adopt a resolution that the company shall issue a debenture loan in the nominal amount not exceeding SEK 100 to which shall be attached no more than 3,358,250 detachable warrants to subscribe for new shares in the company. The right to subscribe for the debenture loan shall, by way of derogation from the shareholders' pre-emption rights, vest in a wholly owned subsidiary of the company (the "Subsidiary"), which shall dispose of the warrants as stated below, Section C. Each warrant gives the holder the right to subscribe for a new share in the company during the period 1 July 2003 to 1 July 2009, inclusive. The subscription price shall equal an amount corresponding to 130 percent of the highest price paid for the company's share during the period 1 January to 30 June 2003, inclusive, according to the
O-list of the Stockholm Stock Exchange. The increase in the company's share capital shall, upon the exercise of all warrants, not exceed SEK 67,165, which corresponds to approx. 4 percent of the present share capital and voting rights. The dilution effect in terms of profit per share, calculated in accordance with the Swedish Financial Accounting Standards Council's recommendation (RR 18), will be less than 1 percent, based on an assumed subscription price and an assumed share price of approx. SEK 53 and SEK 37, respectively. The reason for the derogation from the shareholders' pre-emption rights is to maintain and recruit competent leading executives and key individuals to the Group, and to present a possibility for current and future leading executives and key individuals to ownership in the company. This is expected to result in an incentive for those individuals, which in turn effects the Group's continued development in a positive way, and therefore is beneficial to the shareholders.
C. The Annual General Meeting is proposed to adopt a resolution approving that the Subsidiary will, after the detachment of the warrants, dispose of the warrants to meet the obligations stemming from the stock options issued within the limits of the Stock Option Program and to cover certain costs that may arise in connection with possible exercise of the stock options. Furthermore the Subsidiary shall have the right to transfer options to another subsidiary within the Group, provided that this subsidiary holds such options for the same purpose and on the same conditions as the Subsidiary. The Annual General Meeting is proposed to adopt a resolution authorizing the Board to cancel the issue of warrants and the stock option offer to the employees no later than 30 June 2003, if the Board at the time deems the market conditions or the circumstances in general unfavorable.
The Annual General Meeting is proposed to adopt a resolution authorizing the Managing Director of the company to make any minor adjustments to the decision pursuant to this Item that may be necessary in connection with the registration with the Swedish Patent and Registration Office.
The decision of the Annual General Meeting under Item 17 is valid only if shareholders representing at least nine tenths of both the votes and the shares represented at the Annual General Meeting support the decision.
The Board's complete proposed resolution pursuant to Item 17, and the documentation pursuant to 4 Chapt. 4 # and 5 Chapt. 3 # and 9 Chapt. 16 # of the Companies Act, are available to the shareholders from 29 April 2003 at the company's office, Marcusplatsen 1A in Nacka, and will be sent by ordinary mail to any shareholders that so request and provide their postal address.
Intrum Justitia AB (publ.) The Board of Directors For further information, please contact: Anders Antonsson, Director of Communications Tel: +46 8 546 10 206 Mobile: +46 703 36 78 18 E-mail: a.antonsson@se.intrum.com
This document is an unofficial translation of the Swedish notice. In the event of any contradiction between the text contained in this document and the Swedish document, the latter shall prevail.
Intrum Justitia is Europe's leading Receivables Management Services Group. The Group has revenues of SEK 2.8 billion and has about 2,700 employees in 21 European countries.
Intrum Justitia's objective is to be a leading provider of RMS in Europe through excellence in local client care, ledger administration and debt collection and by measurably improving clients' cash flow and long-term profitability. The Group offers efficient high quality management of commercial and consumer receivables in all phases in the RMS process. Intrum Justitia has a growth strategy and aims to take active part in consolidating its industry. Intrum Justitia is listed on Stockholmsborsen, the Stockholm Exchange, ticker IJ. For more information, please visit www.intrum.com
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