SOLNA, Sweden, Nov. 10, 2020 /PRNewswire/ -- The shareholders of
Loomis AB, Reg. No 556620-8095, are hereby invited to participate
in the extraordinary general meeting ("EGM") to be held on
Thursday, 10 December 2020.In the light of the ongoing corona
pandemic and in order to minimize any risk of spreading of the
corona virus, the Board of Directors has decided that the EGM is to
be held only through advance voting (postal voting) in accordance
with temporary legislation. This means that the EGM will be
conducted without the physical presence of shareholders,
representatives or external parties and that shareholders will only
be able to exercise their voting rights by postal voting in advance
of the EGM in the manner described below.
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the EGM must:
(i) be recorded in the share register maintained by Euroclear
Sweden AB, made as of Wednesday, 2 December
2020, and
(ii) notify the company of their intention to participate in the
EGM no later than Wednesday, 9 December 2020, by submitting
their advance votes in accordance with the instructions under the
heading "Advance voting" below, so that the advance vote is
received by Euroclear Sweden AB no later than that day.
Shareholders whose shares are nominee registered through a bank
or other nominee must, in addition to giving notice of
participation by submitting an advance vote, 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 EGM.
The shareholders' register for the EGM as of the record date
Wednesday, 2 December 2020 will take
into account voting right registrations completed no later than
Friday, 4 December 2020. 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.
Advance voting
The shareholders may exercise their voting rights at the EGM
only by voting in advance, so called postal voting in accordance
with Section 22 of the Act (2020:198) on temporary exceptions to
facilitate the execution of general meetings in companies and other
associations.
A special form shall be used for advance voting. The form is
available on the company's website, www.loomis.com. The advance
voting form is considered as the notification of participation at
the EGM.
The completed and signed voting form must be received by
Euroclear Sweden AB no later than Wednesday, 9 December 2020. The completed and signed form
shall be sent to Loomis AB, "EGM", c/o Euroclear Sweden AB, P.O.
Box 191, SE-101 23 Stockholm,
Sweden. The completed form may alternatively be submitted
electronically and is then to be sent to
generalmeetingservices@euroclear.com. Shareholders who are natural
persons can also submit their advance votes electronically by
verifying with BankID via Euroclear Sweden AB's website
https://anmalan.vpc.se/EuroclearProxy/. If the shareholder votes in
advance by proxy, a power of attorney shall be enclosed with the
form. Proxy form is available upon request and on the company's
website www.loomis.com. If the shareholder is a legal entity, a
certificate of incorporation or a corresponding document for the
legal entity shall be enclosed with the form. The shareholder may
not provide special instructions or conditions in the voting form.
If so, the vote (in its entirety) is invalid.
Further instructions and conditions are included in the form for
advance voting.
For questions about the advance voting, please contact Euroclear
Sweden AB, telephone +46 8 402 90 72 (Monday-Friday
9.00 am - 4.00 pm (CET)).
B. AGENDA
Proposal for
Agenda
1. Opening of the
Meeting.
2. Election of a Chairman of the
Meeting.
3. Preparation and approval of the voting
list.
4. Approval of the
agenda.
5. Election of one or two persons to check the
minutes.
6. Examination of whether the Meeting has been properly
convened.
7. Resolution on
dividend.
8. Closing of the Meeting.
Election of a Chairman of the Meeting (item 2 on the
agenda)
The Board of Directors proposes that the Chairman of the Board
of Directors, Alf Göransson, or, in
the event he is prevented from attending, the person instead
designated by the Board of Directors, is elected as Chairman of the
EGM.
Preparation and approval of the voting list (item 3 on the
agenda)
The voting list proposed to be approved is the voting list
prepared by Euroclear Sweden AB on behalf of the company, based on
the shareholders' register for the EGM and the advance votes
received, as verified and recommended by the persons elected to
approve the minutes.
Election of one or two persons to check the minutes (item 5
on the agenda)
The Board of Directors proposes that Elisabet Jamal
Bergström (SEB Investment Management) and Jacob Lundgren (Second Swedish National Pension
Fund), or if one or both of them are prevented from attending, the
person or persons instead designated by the Board of Directors, are
assigned to approve the minutes of the EGM together with the
Chairman. The assignment to approve the minutes also includes
verifying the voting list and that the advance votes received are
correctly stated in the minutes of the EGM.
Resolution on dividend (item 7 on the agenda)
Due to the uncertainty caused by the corona pandemic, in March,
the Board of Directors withdrew its original proposal on dividend
ahead of the annual general meeting 2020 of SEK 11 per
share. At the same time it was announced that a final decision on
distribution of dividend was intended to take place on an
extraordinary general meeting later during the year when the
consequences of the corona pandemic have become more clear.
The Board of Directors has now reassessed the effects of
the corona pandemic and the financial position of the company. The
Board of Directors' overall determination as per today is that
there is cause to continue to be restrictive due to the fact that
the risk relating to the pandemic in the society remains and that
the consequences thereof are still difficult to overview. To this
background, the Board of Directors proposes a dividend of
SEK 5.50 per share for 2019,
corresponding to SEK 413,743,176 in
total.
As record date for the dividend, the Board of Directors proposes
Monday, 14 December 2020. Should the
EGM resolve in accordance with the proposal, the dividend is
expected to be distributed by Euroclear Sweden AB on Thursday,
17 December 2020.
According to the balance sheet approved at the annual general
meeting 2020, the company's available profits amounted to
SEK 4,781,472,834. At the annual
general meeting it was resolved that the available profits of
SEK 4,781,472,834 were to be carried
forward.
The available profits, according to Chapter 17, Section 3 of the
Swedish Companies Act, thus amounts, before the proposed resolution
on dividend, to SEK 4,781,472,834.
Should the EGM resolve in accordance with the Board of Directors'
proposal, SEK 4,367,729,658 will be
carried forward. After distribution of the proposed dividend, there
will be full coverage for the company's restricted equity.
C. AVAILABLE DOCUMENTATION ETC.
The Board of Directors' complete dividend proposal is set out
above. The Board of Directors' statement pursuant to Chapter 18,
Section 4 of the Swedish Companies Act and the report pursuant to
Chapter 18, Section 6 of the Swedish Companies Act, the auditor's
statement pursuant to Chapter 18, Section 6 of the Swedish
Companies Act, the Annual Report and the Audit Report for the
financial year 2019, will be available at the company and the
company's website www.loomis.com, no later than Thursday,
19 November 2020. Copies of the
documents will be sent free of charge to shareholders who so
request and state their address. The shareholders' register for the
EGM will be available at Loomis AB, Drottninggatan 82, 4th floor,
SE-111 36 Stockholm, Sweden.
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. The company holds
53,797 treasury shares.
E. SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
The Board of Directors and the managing director shall, if any
shareholder so requests, and if the Board of Directors considers
that this can be done without significant harm for the company,
give information on circumstances that can affect the judgement of
an item on the agenda. Requests for such information shall be made
in writing to Loomis AB, "Extraordinary General Meeting 2020", P.O.
Box 702, SE-101 33 Stockholm,
Sweden or by e-mail to carina.cederblad@loomis.com, no later
than ten days before the EGM, i.e. no later than Monday,
30 November 2020. The information
will be disclosed by being held available at Loomis AB,
Drottninggatan 82, 4th floor, SE-111 36 Stockholm, Sweden, and on the company's
website www.loomis.com, no later than five days before the EGM,
i.e. no later than Saturday, 5 December
2020. The information will also be distributed to the
shareholders who so requests and state their postal address or
e-mail address.
F. PROCESSING OF PERSONAL DATA
For information about the processing of personal data, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in November 2020
The Board of Directors
Loomis AB (publ)
CONTACT:
The Board of Directors, Loomis AB
Contact: Carina Cederblad
+46 8 522 920 00
carina.cederblad@loomis.com
This information was brought to you by Cision
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SOURCE Loomis AB