Annual General Meeting of Shareholders in Loomis AB (publ)

Annual General Meeting of Shareholders in Loomis AB (publ)

The shareholders of Loomis AB are hereby invited to attend the Annual General
Meeting (”AGM”) to be held at 5 p.m. CET on Thursday 29 April 2010 in
Grünewaldsalen at Stockholm Concert Hall, Kungsgatan 43, Stockholm. Registration
for the AGM begins at 4 p.m. CET.

A.	NOTICE OF ATTENDANCE

Shareholders who wish to attend the AGM must: 

(i) be recorded in the share register maintained by Euroclear Sweden AB, made as
of Friday 23 April 2010, and

(ii) notify the company of their intent to participate in the AGM at the address
Loomis AB, ”AGM”, P.O. Box 7839, 103 98 Stockholm, by telephone + 46 8 402 90 72
or via the company website www.loomis.com by Friday 23 April 2010, at the
latest, preferably before 4 p.m. On giving notice of attendance, the shareholder
shall state name, personal identity number (registration number), address and
telephone number. Proxy forms are held available on the company website
www.loomis.com and will be sent to shareholders who contact the company and
submit their address. Proxy and representative of a legal person shall submit
papers of authorization prior to the AGM. As confirmation of the notification,
Loomis AB will send an entry card to be presented at registration for the AGM.

In order to participate in the proceedings of the AGM, owners with
nominee-registered shares must request their bank or broker to have their shares
temporarily owner-registered with Euroclear Sweden AB. Such registration must be
made as of Friday 23 April 2010 and the banker or broker should therefore be
notified in due time before said date. 

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'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, 
(b)	the statement by the auditor on the compliance with the guidelines for
remuneration to management applicable since the last AGM, and 
(c)	the Board's proposal for appropriation of the company's profit and the
Board's motivated statement thereon. 
9.	Resolutions regarding 
(a)	adoption of the Statement of Income and the Balance Sheet and the
Consolidated Statement of Income and the Consolidated Balance Sheet as per 31
December 2009,
(b)	appropriation of the company's profit according to the adopted Balance
Sheet, 
(c)	record date for dividend, and 
(d)	discharge of the Board of Directors 	and the President from liability for
the financial year 2009.
10.	Determination of the number of Board members. 
11.	Determination of fees to Board members and auditor.
12.	Election of Board members and auditor.
13.	Election of members of the Nomination Committee.
14.	Determination of guidelines for remuneration to management.
15.	Resolutions regarding
a)	the implementation of an incentive scheme, including
b)	hedging measures, either through
(i)	the authorization of the Board to resolve on acquisition of treasury 
shares on the stock exchange, and 
(ii)	the transfer of treasury shares to participants of the incentive 
scheme
or, alternatively,
(iii) 	the entering into of a share swap agreement
16.	Closing of the Meeting.

Election of Chairman of the Meeting (item 2 on the agenda)

The Nomination Committee elected by the AGM 2009 consisting of Gustaf Douglas
(SäkI AB and Investment AB Latour etc.), Mikael Ekdahl (Melker Schörling AB),
Lars Rosén (Länsförsäkringar) (replacing Magnus Landare, Alecta), Marianne
Nilsson (Swedbank Robur fonder) and Per-Erik Mohlin (SEB Fonder/SEB Trygg Liv)
(replacing Mats Tunér, SEB Fonder) has proposed that Alf Göransson, Chairman of
the Board, be elected Chairman of the AGM 2010. 
 
Proposal for Dividend (items 9 (b) and (c) on the agenda)

The Board proposes that a dividend of SEK 2.65 per share be declared. As record
date for the dividend, the Board proposes 4 May 2010. If the AGM so resolves,
the dividend is expected to be distributed by Euroclear Sweden AB starting 7 May
2010. 

Proposals for Election of Board Members and Auditor and resolution regarding
Fees (items 10-12 on the agenda)

At the AGM 2010 the Nomination Committee will, in connection with the election
of Board members and Auditor and resolution regarding fees, present and motivate
the below proposals and also report on its activities. In connection with the
notice, the reasoned statement of the Nomination Committee will be held
available at the company website, www.loomis.com.
 
The Nomination Committee has proposed the following. 

The number of Board members shall be six, with no deputy members. The Nomination
Committee proposes re-election of the Board members Lars Blecko, Alf Göransson,
Jan Svensson, Ulrik Svensson and Marie Ehrling and new election of Signhild
Arnegård Hansen, for the period up to and including the AGM 2011, with Alf
Göransson as Chairman of the Board. Jakob Palmstierna has declined re-election.

Signhild Arnegård Hansen (born in 1960), BA of Science in Human Resources,
University of Stockholm, Poppius School of Journalism, is Chairman of Svenska
Lantchips AB, Utah Chips Corporation and Les Artisans du Goût Spr. She is the
Vice President of BUSINESSEUROPE and Chairman of the Confederation of Swedish
Enterprise and holds a number of board positions, inter alia in Innventia AB,
King Carl XVI Foundation for Young Leadership, Stockholm School of Economics,
Executive Education and Swedish-American Chamber of Commerce, New York. 

Fees to the Board members for the period up to and including the AGM 2011 shall,
unchanged, amount to SEK 1,450,000 in total (including fees for committee work)
to be distributed between the Board members as follows: the Chairman of the
Board shall receive SEK 400,000 and each of the other Board members, except the
President, shall receive SEK 200,000. As consideration for the committee work,
the Chairman of the Audit and Risk Committee shall receive SEK 100,000, the
Chairman of the Remuneration Committee shall receive SEK 75,000, the members of
the Audit and Risk Committee each SEK 50,000 and the members of the Remuneration
Committee each SEK 25,000. 
The Nomination Committee proposes re-election of the accounting firm
PricewaterhouseCoopers AB as auditor, with authorized public accountant Anders
Lundin as auditor in charge, for a period of four years.
 
The auditor's fees are proposed to be paid as per agreement.

Proposal for Election of Members of the Nomination Committee (item 13 on the
agenda)

Shareholders jointly representing approximately 35.54 percent of the shares and
approximately 54.69 percent of the votes in the company propose the AGM to adopt
the following resolution: 

The Nomination Committee shall have five members. Gustaf Douglas (Investment AB
Latour etc.), Marianne Nilsson (Swedbank Robur fonder), Per-Erik Mohlin (SEB
Fonder/SEB Trygg Liv), Mikael Ekdahl (Melker Schörling AB) and Lars Rosén
(Länsförsäkringar) shall be re-elected in respect of the AGM 2011. Gustaf
Douglas shall be elected Chairman of the Nomination Committee. If a shareholder,
represented by a member of the Nomination Committee, is no longer one of the
major shareholders of Loomis or if a member of the Nomination Committee is no
longer employed by such shareholder, or for any other reason leaves the
Nomination Committee before the AGM 2011, the Nomination Committee shall have
the right to appoint another representative of the major shareholders to replace
such member.

Proposal for Guidelines for Remuneration to Management (item 14 on the agenda)

The Board's proposal for guidelines for remuneration to management principally
entails that the total remuneration shall be competitive and in accordance with
market conditions. The benefits shall consist of fixed salary, possible variable
remuneration and other customary benefits and pension. The variable remuneration
shall have an upper limit and be related to the fixed salary. The variable
remuneration shall be based on the outcome in relation to set targets and be in
line with the interests of the shareholders. Pension benefits shall be fee-based
and pension rights shall be applicable as from the age of 65, at the earliest.
The variable remuneration shall not be pension qualifying.
The Board shall have the right to deviate from the guidelines in individual
cases if there are particular grounds for such deviation.

Proposal for Incentive Scheme (item 15 on the agenda)

Background and motives

In addition to the existing warrant program, the Board considers it important to
further strengthen the employee ownership in Loomis' future success and
development to the benefit of all shareholders. The Board is of the opinion that
these benefits may be achieved by further developing the existing
performance-based cash bonus schemes into also comprising a share related part,
which is the reason for proposing the implementation of the incentive scheme
starting 2010. 

The proposal principally entails that 1/3 of any annual bonus earned under the
performance based cash bonus schemes, after a 20 per cent increase of the
potential maximum amount, would be converted into a right to receive shares,
with delayed allotment and subject to continued employment. In connection
herewith, the salaries will be frozen during 2010 (to the extent possible with
regard to local rules and undertakings). Thereafter the salaries will be subject
to customary revisions. It is the assessment of the Board that the scheme will
increase the group's attractiveness as an employer.

(a) Implementation of an incentive scheme

The Board proposes that the AGM resolves on a share and cash bonus scheme in
accordance with the following main principles (the “Incentive Scheme”).
Approximately 350 employees now participating in the Loomis cash bonus schemes
will participate in the Incentive Scheme and thereby be entitled to receive a
part of the yearly bonus in the form of shares in Loomis, provided that certain
predetermined and measurable performance criteria, which currently apply under
the cash bonus schemes, are met. The principles already applicable under the
existing bonus schemes, within the scope of the adjusted principles on
remuneration to senior executives adopted by the AGM, will continue to apply.
The existing principles include clearly measurable, performance based targets
that are set as close to the local business as possible and aim for long term
profitability of the group. In connection with the implementation of the
Incentive Scheme, the bonus potential will be increased by 20 per cent compared
with the maximum bonus potential within the existing cash bonus schemes.
Provided that the applicable performance criteria are met, the yearly bonus will
be determined at the outset of 2011 and be payable by (i) 2/3 in cash at the
outset of 2011 and (ii) 1/3 in shares of series B (the “Bonus Shares”) at the
outset of 2012. The number of shares to which each participant will be entitled
shall be determined by the ratio between the available bonus and the share price
at the time of determination of the bonus. Distribution of Bonus Shares in
accordance with (ii) is subject to the following two conditions, and to what is
stated in this item 15 (b) (ii) below: (1) if the total accrued bonus amounts to
less EUR 4,200, the whole bonus will be paid out in cash in accordance with (i)
above, and (2) the employee must remain employed by Loomis as of the last day of
February 2012, except where an employee has left his/her employment due to
retirement, death or long-term disability, in which case the employee shall have
a continued right to receive Bonus Shares.

Prior to the distribution of Bonus Shares, the employee will not be awarded any
shareholder rights (e.g. voting rights or rights to dividend) connected to the
Bonus Shares. At distribution of the Bonus Shares, the employee shall however be
entitled to additional shares up to a value corresponding to any dividend paid
as regards the Bonus Shares (based on the value of the share at the time of
distribution) during the period from payment of the cash bonus until
distribution of the Bonus Shares. The Board shall be entitled to resolve on a
reduction of the distribution of Bonus Shares if distribution in accordance with
the above conditions - considering Loomis' result and financial position, other
circumstances regarding the group's development and the conditions on the stock
market - would be clearly unreasonable. Participation in the Incentive Scheme
presumes that such participation is lawful and that such participation in
Loomis' opinion can take place with reasonable administrative costs and economic
efforts. The Board shall however be entitled to implement an alternative
incentive solution for employees in such countries where participation in the
Incentive Plan is not advisable, which alternative solution shall, as far as
practically possible, correspond to the terms of the Incentive Scheme.

The Board shall be responsible for the particulars and the handling of the
Incentive Scheme within the frame of the above principal guidelines and shall
also be entitled to make such minor adjustments which may prove necessary due to
legal or administrative circumstances

(b) Hedging Measures

(i) Authorization of the Board to resolve on acquisition of treasury shares on
the stock exchange
In order to enable the delivery of Bonus Shares in accordance with the Incentive
Scheme, the Board of Directors proposes that the AGM authorizes the Board to
resolve, on one or several occasions, until the AGM 2011, on acquisition of
treasury shares of series B. Acquisition of shares shall take place on the
NASDAQ OMX Stockholm Exchange at a price within the price interval that may be
registered at any given time, referring to the interval between the highest
purchase price and the lowest selling price. A maximum of 280,000 shares
(estimated based on historical actual bonus payments and adjusted to the present
number of bonus eligible managers and an estimated share price of SEK 90) may be
acquired to secure the delivery of Bonus Shares. 

(ii) Transfer of treasury shares to participants of the Incentive Scheme

In order to enable the delivery of Bonus Shares in accordance with the Incentive
Scheme, the Board of Directors proposes that the AGM resolves on transfer of a
maximum of 280,000 Loomis shares of series B (corresponding to the repurchased
shares under (i) above). The right to receive shares shall accrue to
participants in the Incentive Scheme, with a right to receive the maximum number
of shares according to the terms of the Incentive Scheme. The transfer of shares
shall take place free of charge and shall be executed as soon as reasonably
possible following the entitlement of the participants to receive Bonus Shares
under the Incentive Scheme. In the event the maximum amount of treasury shares
set forth in this item (b) is insufficient to cover the amount of shares
required for delivery of Bonus Shares to participants of the Incentive Scheme,
Loomis shall be entitled to either pay an amount corresponding to such failing
number of shares in cash in connection with payment of the cash bonus in
accordance with item (a) above, or take such further hedging measures as are
necessary to enable the delivery of all Bonus Shares.

(iii) Entry into a share swap agreement

In case the requisite majority is not achieved as regards the resolution on
items (i) - (ii) above, it is proposed that the financial exposure of the
Incentive Scheme be hedged by the entry of Loomis into a share swap agreement
with a third party, whereby the third party in its own name shall acquire and
transfer shares in the company to employees participating in the scheme. The
cost for the swap will not exceed 0.3 per cent on the share purchase cost which
would correspond to SEK 100,000 in case of maximum allotment of Bonus Shares.

Resolutions and voting majority

The proposals according to (a) and (b) (i)-(ii) above shall be adopted as one
single resolution with observance of the majority rules stated in Chapter 16 of
the Swedish Companies Act, meaning that the resolution shall be supported by
shareholders representing at least nine tenths of both the number of votes cast
and the shares represented at the AGM in order to be valid.

The alternative proposal according to (a) and (b) (iii) above shall be adopted
as one single resolution and must be supported by shareholders representing more
than half of the votes cast, or, in case of equal voting, by the opinion
supported by the Chairman of the Board.

Effect on important key ratios

The number of shares in Loomis AB amounts to 73,011,780. The Incentive Scheme
may lead to acquisition of a maximum of 280,000 shares as defined in (b) (i)
above, which is equivalent to 0.4 per cent of the total number of outstanding
shares and 0.3 of the total number of votes in Loomis. Such acquisition may have
a positive impact on the earnings per share because of less outstanding shares.
One year after the acquisition of the shares, those shares are to be transferred
free of charge to the participants, which will have a negative impact on the
earnings per share. The number of shares will consequently remain unchanged, but
the earnings per share could be negatively impacted, to the extent the Incentive
Scheme causes increased costs. Since the Incentive Scheme is based on the
conversion of part of the existing cash bonus to a share bonus and meant to be a
means to freeze salaries for the participants (to the extent that this is
possible), the negative impact on the earnings of Loomis will be mitigated. The
actual effect of the program is difficult to assess, as it is based on many
variable factors. The existing warrant scheme may result in a total dilution of
maximum approximately 3.38 % in relation to the share capital and approximately
2.40 % in relation to the number of votes on a fully diluted basis, calculated
as the number of new shares in proportion to the number of existing and new
shares.

If the AGM resolves on (b) (iii) as the method of transferring the shares, there
will be no impact on the earnings per share, other than the increased costs that
the Incentive Scheme could cause.

C. 	AVAILABLE DOCUMENTATION ETC.

The following documentation will be available at the company and on the company
website www.loomis.com as from 15 April 2010, will be available at the AGM and
copies of the documentation will also be sent to the shareholders who so
request: (i) the accounting material and the Auditor's Report, including the
Board's proposal for guidelines for remuneration to management, (ii) the
statement of the auditor on the compliance of the guidelines for remuneration to
management applicable since the last AGM, (iii) the complete proposal by the
Board with respect to appropriation of profit and the Board's motivated
statement thereon, and (iv) the complete proposal of the Board with respect to
the Incentive Scheme, including statement regarding acquisition of treasury
shares.

The total number of shares in the company amounts to 73,011,780, of which
3,428,520 shares of series A and 69,583,260 shares of series B. The total number
of votes in the company amounts to 103,868,460.

Stockholm in March 2010
The Board
Loomis AB (publ)

Loomis offers safe and effective solutions for the distribution, handling and
recycling of cash for banks, retailers and other commercial companies via an
international network consisting of more than 370 branch offices in 12 European
countries and in the US. Loomis has 20 000 employees and a turnover of 12
billion Swedish kronor. Loomis is a mid-cap listed company on NASDAQ OMX
Stockholm.

The information is such that Loomis AB must disclose in accordance with the
Swedish Securities Market Act and/or the Financial Instruments Trading Act. The
information was submitted for publication on March 26th, 2010, at 8:30 a m.