Notice of Annual General Meeting of shareholders in Intrum Justitia AB (publ)
The shareholders of Intrum Justitia AB (publ), company number 556607-7581, are
hereby given notice to attend the Annual General Meeting on Wednesday, 25 April
2007, at 4.00 pm (CET) at World Trade Center, section D, the “New York” room,
Klarabergsviadukten 70 in Stockholm, Sweden. Coffee is served from 3.00 pm.
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.
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Right to participate in the Annual General Meeting
Shareholders wishing to participate in the Annual General Meeting must:
- be registered in the share register maintained by the Nordic Central
Securities Depository (Sw: VPC AB) on Thursday, 19 April 2007; and
- have notified their intention to participate in the Annual General Meeting
not later than 4.00 pm (CET) on Thursday, 19 April 2007. (Regarding the notice,
see below).
Nominee-registered shares
In order to be entitled to participate in 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 Thursday, 19 April 2007.
Notification etc
Notifications for participation in the Annual General Meeting may be filed on
the company's website www.intrum.com, by e-mail agm@intrum.com, by fax +46 8 546
10 211, by telephone +46 8 546 10 250 or by mail to Intrum Justitia AB,
“Årsstämma”, SE-105 24 Stockholm, Sweden. The notification shall state the
shareholder's name, personal identification/company registration number,
shareholding, address, phone number (daytime) and information on (a maximum of
two) possible assistants, and where applicable, information on representatives.
Furthermore, the notification should include, where applicable, complete proof
of authority such as certificates of registration and proxies.
Shareholders participating through a representative 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 authorisation documents
shall be enclosed. The proxy and the certificate of registration must not be
more than one year old. Original copies of proxies 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.
Personal data obtained from notifications, proxies and the share register kept
by VPC AB will be used for the necessary registration and preparation of the
voting list for the Annual General Meeting.
Proposed agenda for the Annual General Meeting
1 Opening of the Meeting
2 Election of the 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 verify the minutes (and to count votes)
6 Determination as to whether the meeting has been duly convened
7 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 2006
8 a) Speech by the Managing Director
b) Statement by the Chairman of the Board regarding the Board's and the
Board Committees' work
9 Resolution on the adoption of the profit and loss statement and balance
sheet and the consolidated profit and loss statement and consolidated balance
sheet
10 Resolution on appropriation of the company's profit according to the
adopted balance sheet
11 Resolution on discharge of the Members of the Board and the Managing
Director from liability for the administration of the company during the year
2006
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 of Directors and
fees to the Auditor
14 Election of the Board Members and deputy Board Members as well as Chairman
of the Board and Deputy Chairman of the Board
15 Proposal for resolution on approval of the guidelines on remuneration to
senior executives
16 Proposal for resolution on the Nomination Committee
17 Closing of the Annual General Meeting
Proposed resolutions
A. Proposals by the Nomination Committee
In accordance with a resolution passed at the Annual General Meeting 2006, the
Chairman of the Board formed a Nomination Committee at the end of the third
quarter of 2006, by convening the five largest shareholders of the company. The
Nomination Committee consists of Christer Gardell (Chairman), Cevian Capital,
Göran Espelund, Lannebo Funds, Björn Fröling, Parkerhouse Investments, Björn
Lind, SEB Funds and SEB Trygg Liv, and Árni Torbjörnsson, Landsbanki Íslands. In
addition, Lars Lundquist, Chairman of the Board of Directors, was co-opted to
the Nomination Committee.
In total, the Nomination Committee represented approximately 37.7 percent of the
share capital and the votes in the company at the end of January 2007.
Chairman of the Meeting, number of Board Members, remuneration and fees and
election of the Board of Directors
Item 2 Lars Lundquist is proposed to be appointed Chairman of the Meeting.
Item 12 The number of Board Members is proposed to be seven (7) with no Deputy
Board Members.
Item 13 The remuneration to the Board of Directors is proposed to amount to a
total of SEK 2,400,000, of which SEK 600,000 shall be paid to the Chairman of
the Board and SEK 300,000 to each of the other Board Members. In addition, it is
proposed that a remuneration amounting to in total SEK 400,000 shall be
attributed to committee work, whereof the Chairman of the Audit Committee shall
receive SEK 100,000 and the other two Audit Committee members SEK 50,000 each.
The remaining SEK 200,000 is proposed to be distributed equally among the
altogether six members of the Remuneration and Investment Committees.
Fees to the auditor are proposed to be paid on approved account.
Item 14 It is proposed to re-elect the Board Members Helen Fasth-Gillstedt,
Lars Förberg, Bo Ingemarson, Lars Lundquist and Lars Wollung, and to elect, as
new Board Members, Matts Ekman and Ársæll Hafsteinsson, all for the period until
the conclusion of the next Annual General Meeting.
Sigurjón Th. Árnason and Jim Richards have declined re-election.
It is proposed to re-elect Lars Lundquist as Chairman of the Board and to
re-elect Bo Ingemarson as Deputy Chairman of the Board.
Matts Ekman, age 60, has been Executive Vice President and Chief
Financial Officer of the Vattenfall Group. Formerly, he was Chief Financial
Officer of Gränges AB and thereafter Chief Financial Officer of AB Electrolux.
Ekman is Chairman of the Board of Handelshuset Ekman & Co and Board Member of
Investment AB Öresund, Profoto AB, Spendrup Invest AB and Compateq AB. He is
also a member of the Advisory Board of Swedish Calyon (formerly Banque Credit
Agricole Indosuez). Ekman holds an MBA from Lund University and an MBA from
University of California, Berkeley. Number of shares in Intrum Justitia: 2,000
Ársæll Hafsteinsson, age 49, is Managing Director of Landsbanki
Ísland's Legal Division, including Credit Risk, Operational Risk and Branch
Management. Formerly, he worked for Búnaðarbanki Íslands hf. (now Kaupthing
Bank), serving as head of that bank's legal department and thereafter as Chief
Legal Officer. He is a board member of various companies and funds, including
Búnaðarbanki Employees' Pension Fund, Creditinfo Group hf. and Intrum á Íslandi
hf. Hafsteinsson is a law graduate from the University of Iceland.
Number of shares in Intrum Justitia: 0
Shareholders representing approximately 37.7 per cent of the total votes and
shares in the company have informed that they support the Nomination Committee's
proposal.
B. Proposals by the Board of Directors
Disposition of profit
Item 10 The Board of Directors and the Managing Director propose that the
earnings at the disposal of the Annual General Meeting, comprising of the
balance carried forward, SEK 774,922,229, less the loss of the year, SEK
102,427,547, in total SEK 672,494,682, be appropriated so that SEK 2.75 per
share, in total SEK 214,379,690, be distributed to the shareholders and that the
remaining amount, SEK 458,114,992, be carried forward. As record day for the
dividend the Board of Directors proposes Monday, 30 April 2007. If the Annual
General Meeting resolves in accordance with the proposal, the dividend is
estimated to be paid out via VPC AB on Friday, 4 May 2007.
Guidelines on remuneration to senior executives
Item 15 The Board of Directors proposes the following guidelines on remuneration
to senior executives:
Intrum Justitia shall offer market terms, enabling the Group to recruit and
retain senior executives with excellent competence and capacity for achieving
established goals. The remuneration structures shall as far as possible be
predictable, both as regards the cost for the company and the benefit for the
employee and be based on factors like position, competence, experience and
performance.
These guidelines shall encompass the Managing Director, the Chief Financial
Officer, Intrum Justitia's regional managers and the Group Purchased Debt
Director. The Board of Directors' proposal is in principal based on the
agreements in force between the Group's companies and each senior executive.
These guidelines shall be valid for employment agreements entered into after the
approval of the guidelines by the Annual General Meeting and for changes made to
existing agreements thereafter. The guidelines on remuneration shall be
adjustable depending on local conditions within the Group. The annual report
2006 sets out details on the total remuneration and benefits awarded to the
senior executives during 2006.
The Board of Directors may deviate from these guidelines if there are specific
reasons to do so in an individual case.
The remuneration shall consist of fixed and variable remuneration, where the
latter will be paid to reward clearly defined goal-referenced performances in
simple and transparent constructions.
The current variable remuneration of senior executives is based on two incentive
programs of short and long durations, the so-called Short Term Incentive Plan
and Long Term Incentive Plan, respectively. The first program provides for the
possibility of a yearly bonus for senior executives, equivalent to a maximum of
a yearly salary as variable remuneration. The Long Term Incentive Plan creates
in principle the possibility for senior executives of obtaining a maximum of two
yearly salaries based on the results during a three-year period. The variable
remuneration shall be based on performance and linked to clear goals for the
Group. The goals of the incentive programs are established by the Board of
Directors in order to ensure that they are in line with the company's business
strategy and profit targets.
In addition to the above, senior executives participate in the current employee
stock option program 2003/2009, with an exercise period during 1 July 2007 to
and including 30 May 2009.
The non-monetary benefits of senior executives, such as company car,
compensation for health care and health insurance shall correspond to what may
be deemed to be reasonable in relation to market practice and facilitate for the
senior executives to carry out their work.
The pension benefits of senior executives shall be in accordance with market
practice in relation to corresponding positions in the market, and be based on
defined contribution plans.
Dismissal pay and severance pay for a senior executive shall not, in total,
exceed 24 monthly salaries.
The Board of Directors' Remuneration Committee deals with remuneration issues
relating to senior executives and prepares and drafts proposals for resolutions
in respect of the terms of employment of the Managing Director. The
recommendations prepared by the Remuneration Committee are submitted for
resolution by the company's Board of Directors. The Board of Directors evaluates
the Managing Director's work annually. The Managing Director consults with the
Remuneration Committee on the terms of employment for the other senior
executives.
The Nomination Committee
Item 16 The Nomination committee proposes that the Annual General Meeting
resolves
that the Chairman of the Board of Directors shall convene the five largest
shareholders of the company at the end of the third quarter of the year, based
on the number of votes held at this time, 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
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. If any of the shareholders who have appointed a member to
the Nomination Committee sells a not insignificant part of its shares during the
term of office of the Nomination Committee and ceases to qualify as a large
shareholder with the right to appoint a member to the Nomination Committee, its
respective member should resign from the committee. Such member shall then be
replaced by a member appointed by the shareholder who, based on the number of
votes held after the sale of shares, has come to be one of the five largest
shareholders of the company. If such shareholder declines its right to appoint a
member to the committee, the procedure described above shall apply;
that the committee shall be chaired by one of its members. No more than two of
the committee's members may be members of the company's Board of Directors. The
Chairman of the Board of Directors shall present any matters regarding the Board
of Directors' work that may be of importance for the Nomination Committee's
work, including an evaluation of the work of the Board of Directors 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, for instance, on the company's
website) propose members of the Board of Directors to the Nomination Committee
for further assessment within its scope of work;
that information regarding the composition of the Nomination Committee shall be
made public not later than 6 months before the Annual General Meeting in 2008;
that the Nomination Committee shall have the right to charge the company for the
costs of recruitment consultants, if this is deemed necessary to obtain an
adequate selection of candidates for the Board of Directors;
that the Nomination Committee shall prepare proposals in the below listed
matters to be presented to the Annual General Meeting in 2008 for resolution:
(a) proposal for the Chairman of the Annual General Meeting
(b) proposal for the number of Board Members
(c) proposal for Board Members
(d) proposal for chairman of the Board of Directors and, if applicable, deputy
chairman of the Board of Directors
(e) proposal for election of auditors (where applicable)
(f) proposal for fees to the Chairman of the Board of Directors, to each of
the other members of the Board of Directors and the auditor's fees
(g) proposal for remuneration for committee work, to the Chairman of the
relevant committee and to each of the other members of the committee and
(h) proposal for the criteria to be used in electing a new Nomination
Committee;
that the Nomination Committee in connection with its other tasks shall fulfil
the duties that rest with the Nomination Committee under the Companies Act, the
listing agreement with the Stockholm Stock Exchange, the Swedish Code of
Corporate Governance and other applicable rules. The term of assignment for the
Nomination Committee shall continue until a new Nomination Committee hasbeen
inaugurated.
______________________________
The Board of Directors' explanatory statement pursuant to chapter 18, section 4
of the Swedish Companies Act on the proposal for a dividend under item 10 above
and the Board of Directors' complete proposal for resolution in accordance with
item 15, together with documents pursuant to chapter 7, section 25 of the
Companies Act will be made available to the shareholders as from Wednesday 11
April 2007 at the company's office at Marcusplatsen 1A in Nacka, Sweden, and on
the company's website, and will be sent by mail to the shareholders who request
this and who state their postal address. Information on the Board Members
proposed to be re-elected and newly elected in accordance with item 14 and the
Nomination committee's proposal with respect to resolution regarding the
appointment of the Nomination Committee 2008 in accordance with item 16 was
published on the company's website on 31 January 2007.
Stockholm in March 2007
Intrum Justitia AB (publ)
The Board of Directors
For further information, please contact:
Anders Antonsson, Director of Communications
Tel: +46 8 546 102 06. Mobile: +46 703 367 818
E-mail: a.antonsson@intrum.com
Intrum Justitia is Europe's leading Credit Management Services (CMS) group, with
revenues of approximately SEK 2.9 billion and around 2,900 employees in 24
markets. Intrum Justitia strives to measurably improve its clients' cash flows
and long-term profitability by offering high quality in relationships with both
clients and debtors in each local market. The group offers a wide range of
services to manage commercial and consumer receivables. Intrum Justitia AB
(ticker IJ) is listed on the Nordic Exchange, Mid Cap list. For more
information, please visit www.intrum.com
Notice of Annual General Meeting of shareholders in Intrum Justitia AB (publ)
| Source: Intrum Justitia AB
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