The shareholders of Intrum Justitia AB (publ) are hereby summoned to the Annual General Meeting on Wednesday 20 April 2016, at 3.00 p.m. at the Company’s premises, Hesselmanstorg 14 in Nacka, Stockholm, Sweden. Coffee is served from 2.00 p.m. Participation Shareholders who wish to attend the Annual General Meeting shall both be entered in the company’s register of shareholders kept by Euroclear Sweden AB (not nominee-registered) by Thursday, 14 April 2016 and notify their intention to attend the meeting by Thursday, 14 April 2016 at the latest. The notification shall be made in writing to Intrum Justitia AB, “Årsstämma”, 105 24 Stockholm, by e-mail to agm@intrum.com or by phone +46 (8) 616 77 00. The notification shall include: · name · personal identity number / registration number · telephone number (daytime) · registered shareholding · information on potential assistants (maximum two) · where applicable, information on deputies or representatives Shareholders represented by proxy shall send the written, dated and by the shareholder signed proxy to the company in original in ample time before the annual general meeting. Attested copies of the certificate of registration (or equivalent authorization documents) evidencing the authority to issue the proxy, shall be enclosed if the proxy is issued by a legal entity. A proxy form is available on the company’s website, www.intrum.com. Shareholders whose shares are nominee-registered must have their shares temporarily registered with Euroclear Sweden AB in their own name. Such re -registration must be effected by Thursday 14 April 2016. Shareholders should thus make the request via their nominee in ample time before this date. Such registration may be temporary. Personal data obtained from notifications, proxies and from the share register maintained by Euroclear Sweden AB will be used for the necessary registration and preparation of the voting list for the Annual General Meeting. The shareholders are reminded of their right to ask questions to the Board and the Managing Director at the Annual General Meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act. There are in total 73,421,328 shares and votes in the company at the time of the notice. At the day of adoption of the notice the company held 1,073,602 own shares. Proposed 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 persons to attest the accuracy of the minutes (and to count votes) 6. Determination of whether the Meeting has been duly convened 7. a) Presentation of the Board’s and the Boards’ Committees’ work b) Presentation by the Managing Director 8. Submission of the annual accounts and the auditor’s report, and consolidated accounts and auditor’s report on the consolidated accounts, for the financial year 2015 9. Resolution on adoption of profit and loss statement and balance sheet and consolidated profit and loss statement and consolidated balance sheet 10. Resolution on appropriation of profit 11. Resolution regarding discharge from liability of the Members of the Board and the Managing Director for the administration during 2015 12. Determination of the number of Board Members and Deputy Board Members. In connection hereto, a report on the work of the Nomination Committee 13. Determination of remuneration to the Members of the Board and fee to the auditor 14. Election of Board Members and Deputy Board Members as well as Chairman of the Board 15. Election of auditor 16. Resolution regarding the Nomination Committee prior to the Annual General Meeting 2017 17. Resolution regarding guidelines for remuneration and other terms of employment for key executives 18. Proposal by the Board to a) Reduce the share capital by way of cancellation of repurchased own shares b) Increase the share capital by way of a bonus issue 19. Authorisation for the Board to resolve on acquisition and transfer of own shares 20. Conclusion of the Meeting Nomination Committee The Nomination Committee has consisted of: - Johan Strandberg (Chairman), SEB Fonder - Hans Hedström, Carnegie Fonder - Katja Bergqvist, Handelsbanken Fonder - Mats Gustafsson, Lannebo Fonder - Tomas Flodén, AMF and AMF Fonder In addition, Chairman of the Board, Lars Lundquist has been co-opted to the Committee. Proposals by the Nomination Committee Item 2 Lars Lundquist is proposed to be appointed Chairman of the Meeting. Item 12 The Board is proposed to consist of seven (7) Board Members with no deputy Board Member. Item 13 The remuneration to the Board and for Committee work (to Members elected by the AGM) is proposed to amount to a total of SEK 3,715,000 (3,605,000) and distributed as follows: · SEK 890,000 to the Chairman of the Board (865,000) · SEK 370,000 to each of the other Board Members (360,000) · SEK 170,000 to the Chairman of the Audit Committee (unchanged) · SEK 90,000 to each of the other two Members of the Audit Committee (85,000) · SEK 85,000 to each of the three Members of the Remuneration Committee (80,000) The proposal means that the remuneration is increased with 3.1 per cent. Fee to the auditor is proposed to be paid in accordance with approved invoice. Item 14 It is proposed to re-elect Lars Lundquist, Synnöve Trygg, Fredrik Trägårdh, Ragnhild Wiborg and Magnus Yngen and to elect Tore Bertilsson and Ulrika Valassi as new Board Members, all for the period until the conclusion of the next Annual General Meeting. Matts Ekman and Charlotte Strömberg have declined re-election. The Nomination Committee further proposes to re-elect Lars Lundquist as Chairman of the Board for the period until the conclusion of the next Annual General Meeting. Item 15 It is proposed to re-elect the audit firm Ernst & Young AB, with the authorised auditor Erik Åström as the auditor in charge, for the period until the conclusion of the next Annual General Meeting. Item 16 The Nomination Committee proposes that the Meeting resolves upon principles for appointment of a Nomination Committee prior to the Annual General Meeting 2017 and regarding the work for the Nomination Committee in accordance with the following: that the Chairman of the Board shall convene the five largest shareholders of the company based on the number of votes held at the end of August, who shall then have the right to appoint one Member each to the Nomination Committee. If so requested, the Nomination Committee shall have the right to co-opt one additional Member. If any of the five shareholders declines its right to appoint a Member to the Nomination Committee, or if a Member of the Committee resigns without being replaced by a new Member appointed by the same shareholder, the shareholder next in size (after the five largest) shall be given the opportunity to appoint a Member to the Nomination Committee. If several of the shareholders decline their right to appoint Members to the Committee, no more than the eight largest shareholders need to be contacted; that if the Nomination Committee, prior to 1 November 2016, becomes aware of a change of ownership which entail that one or several of the shareholders who have appointed Members to the Nomination Committee no longer are included in the group of shareholders who are entitled to appoint Members, the Members appointed by these shareholders shall resign. The one or those shareholders who have become one of the largest owners shall then have the right to appoint one Member each. No changes shall be made to the composition of the Nomination Committee due to changes of ownership which became known to the Nomination Committee after 1 November 2016 unless so decided by the Nomination Committee. The Nomination Committee may also, if deemed appropriate, co-opt a Member appointed by a new large shareholder. that the Committee shall be chaired by one of its Members. Not more than two of the Committee’s Members may be Members of the company’s Board. The Chairman of the Board shall present any matters regarding the Board’s work that may be of importance for the Nomination Committee’s work, including, in relevant parts, inter alia an evaluation of the work of the Board and the requirements and specific skills to be represented by the Board Members; that individual shareholders in the company shall have the possibility to (within the time stipulated and notified, inter alia on the company’s website) propose Members of the Board to the Nomination Committee for further assessment within its scope of work; that information regarding the composition of the Nomination Committee shall be presented on the company’s website not later than six months before the Annual General Meeting 2017; that the Nomination Committee shall have the right to charge the company for the costs of recruitment, if this is deemed necessary to obtain an adequate selection of candidates for the Board; that, in accordance with the relevant requirements of the Swedish Code of Corporate Governance, the Nomination Committee shall present a reasoned statement with respect to their proposal regarding Board composition in connection with the issue of notice to shareholders’ meetings; that the Nomination Committee shall prepare proposals in the below listed matters to be presented to the Annual General Meeting in 2017 for resolution: 1. proposal for Chairman of the Annual General Meeting, 2. proposal for number of Board Members, 3. proposal for Board Members, 4. proposal for Chairman of the Board, 5. proposal for Auditor, 6. proposal for remuneration to the Chairman of the Board, to each of the other Board Members and to the Auditor, 7. proposal for compensation for Committee work, to the Chairman of the relevant Committee and to each of the Committee’s other Members 8. proposal for principles regarding electing a new Nomination Committee and the Nomination Committee’s work, and that the Nomination Committee in connection with its other tasks shall fulfill the duties that rest with the Nomination Committee under the Swedish Companies Act, Nasdaq Stockholm’s Rule Book for Issuers, Swedish Corporate Governance Code and other applicable rules. The term of assignment for the Nomination Committee shall continue until a new Nomination Committee has been inaugurated. Proposals by the Board Item 10 Resolution on appropriation of profit The Board and the Managing Director propose that the profits at the disposal of the Annual General Meeting, consisting of share premium reserve of SEK 111,255,873, fair value reserve of SEK 878,677,989, accumulated profits of SEK 1,405,133,486 and the result for the year of SEK 1,090,346,933 in total amounting to SEK 1,728,068,303 is appropriated so that SEK 8.25 per share, corresponding to in total SEK 596,868,740 is distributed to the shareholders and that the remaining balance corresponding to SEK 1,131,199,563 is carried forward. The Board proposes Friday, 22 April 2016 as record day. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be paid out via Euroclear Sweden AB on Wednesday, 27 April 2016. Item 17 Resolution regarding guidelines for remuneration and other terms of employment for key executives The Board proposes that the following guidelines are approved by the Meeting to apply for the time up until the Annual General Meeting 2017. The complete proposal is processed by the Board and the Remuneration Committee of the Board and will be held available on the company’s website no later than March 30, 2016. At Intrum Justitia, depend on our people to deliver on our ambitious goals in challenging environments. The behaviour and performance that best support our business strategy and ensures that we are able to attract the key talent we need to be successful is moreover promoted. Remuneration in Intrum Justitia should reflect individual competence, responsibility and performance, and it should be comparative to that of similar companies within similar industries in the relevant geography. The cost for short-term variable salary programmes to the Managing Director and other key executives in 2016 is estimated not to exceed SEK 11 million, excluding social security charges. Item 18 Reduction of the share capital by way of cancellation of repurchased own shares and increase of the share capital by way of a bonus issue a) Reduction of the share capital by way of cancellation of repurchased own shares The Board proposes that the Meeting resolves to reduce the company’s share capital with a total of SEK 23,322. The reduction shall be made by cancellation of 1,073,602 shares repurchased by the company by virtue of the authorisation granted by the Annual General Meeting 2015 to be transferred to a fund to be used in accordance with item b) below. b) Increase of the share capital by way of bonus issue In order to restore the share capital after the proposed reduction of the share capital as set out above, the Board proposes that the annual general meeting simultaneously resolves to increase the share capital through a bonus issue of SEK 23,322 through a transfer of SEK 23,322 from the Company’s unrestricted equity. No new shares shall be issued in connection with the bonus issue. The Board of Directors or the person appointed by the Board shall be entitled to make such minor adjustments to the above resolutions as may be required to register the resolutions with the Swedish Companies Registration Office or Euroclear Sweden AB and to take the measures required to execute the resolutions. Resolutions by the Meeting in accordance with item 18a) – b) above shall be adopted as a joint resolution. A resolution shall be valid only where supported by not less than two-thirds of both the votes cast and of the shares represented at the Meeting. Item 19 Authorisation to the Board to resolve on acquisition and transfer of own shares In order to give the Board flexibility to, during the period until the next Annual General Meeting, resolve upon changes of the capital structure of the company and thereby create an increased shareholder value it is proposed by the Board that: that the Annual General Meeting authorises the Board to, during the period until the next Annual General meeting and on one or more occasions, resolve on acquisition of own shares in total corresponding to a holding by the company, at any given time, which does not exceed 10 per cent of all shares in the company. Repurchase of shares shall be made on Nasdaq Stockholm and only at a price which is within the interval at any time recorded and this shall refer to the interval between the highest buying price and the lowest selling price; and that the Annual General Meeting authorises the Board to, during the period until the next Annual General Meeting and on one or more occasions, resolve on transfer of the company’s own shares for, or in connection with, or as a consequence of acquisition of companies, businesses or debt portfolios. A resolution shall be valid only where supported by not less than two-thirds of both the votes cast and of the shares represented at the Meeting. __________________ Accounts and auditor’s report for the financial year 2015, the Nomination Committee’s complete proposals regarding items 14, 15 and 16, the Board’s complete proposals regarding items 17, 18 and 19, the Board’s motivated statements in accordance with Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act, the Board’s statement in accordance with Chapter 20, Section 13 of the Swedish Companies Act and the auditor’s statements in accordance with Chapter 20, Section 14 and Chapter 8, Section 54 of the Swedish Companies Act of whether the Board’s guidelines for remuneration to key executives have been applied will not later than 30 March 2016 be held available at the company at Hesselmanstorg 14 in Nacka, Sweden, on the company’s website www.intrum.com, and will be sent to the shareholders who request this and who inform the company of their postal address. _____________________ Stockholm in March 2016 The Board of Intrum Justitia AB (publ) Intrum Justitia is Europe’s leading Credit Management Services (CMS) group, offering comprehensive services, including purchase of receivables, designed to measurably improve clients’ cash flows and long-term profitability. Founded in 1923, Intrum Justitia has some 3,850 employees in 20 markets. Consolidated revenues amounted to about SEK 5.6 billion in 2015. Intrum Justitia AB is listed on Nasdaq Stockholm since 2002. For further information, please visit www.intrum.com
Notice of Annual General Meeting of the shareholders in Intrum Justitia AB (publ)
| Source: Intrum Justitia AB
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