Annual General Meeting of Shareholders in Loomis AB (publ)

| Source: Loomis AB
The shareholders of Loomis AB are hereby invited to attend the Annual General
Meeting (”AGM”) to be held at 5 p.m. CET on Tuesday 6 May 2014 in Grünewaldsalen
at Stockholm Concert Hall, entrance Kungsgatan 43, Stockholm. Registration for
the AGM begins at 4 p.m. CET.
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                 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 Tuesday 29 April 2014, 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 by Tuesday 29 April 2014, 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 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. The proxy must not be older than one
year, unless a longer period of validity is stated in the proxy (maximum five
years). 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 Tuesday 29 April 2014 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 2013,
(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 Presidents from liability
for the financial year 2013.

Determination of the number of Board members.

Determination of fees to Board members and auditor.

Election of Board members and auditor.

Election of members of the Nomination Committee.

Determination of guidelines for remuneration to management.

Resolutions regarding the implementation of an incentive scheme, including
hedging measures through the conclusion of a share swap agreement.

Closing of the Meeting.

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

The Nomination Committee elected by the AGM 2013 consisting of Jan Svensson
(Investment AB Latour etc.), Mikael Ekdahl (Melker Schörling AB), Marianne
Nilsson (Swedbank Robur fonder), Johan Strandberg (SEB Fonder) and Henrik Didner
(Didner & Gerge Fonder) has proposed that Alf Göransson, Chairman of the Board,
be elected Chairman of the AGM 2014.

Proposal for Dividend (items 9 (b) and (c) on the agenda)

The Board proposes that a dividend of SEK 5.00 per share be declared. As record
date for the dividend, the Board proposes 9 May 2014. If the AGM so resolves,
the dividend is expected to be distributed by Euroclear Sweden AB starting 14
May 2014.

Proposals for Election of Board Members and Resolution Regarding Fees (items 10
-12 on the agenda)

At the AGM 2014 the Nomination Committee will, in connection with the election
of Board members 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,

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 Alf Göransson, Jan Svensson,
Ulrik Svensson, Ingrid Bonde and Cecilia Daun Wennborg and new election of Jarl
Dahlfors for the period up to and including the AGM 2015, with Alf Göransson as
Chairman of the Board.

Jarl Dahlfors (born in 1964), Master of Science in Business and Economics from
Stockholm University, joined Loomis AB as Chief Financial Officer in 2007 and
continued as Vice President and Regional President of Loomis US. In September
2013, Jarl Dahlfors was appointed President and CEO of Loomis AB. Jarl Dahlfors
has previously, among others, been Chief Financial Officer of Attendo Group AB
and for the operations of EF Education in the US.

Fees to the Board members for the period up to and including the AGM 2015 shall
amount to SEK 2,100,000 in total (including fees for committee work) to be
distributed between the Board members as follows: the Chairman of the Board
shall receive SEK 550,000 and each of the other Board members, except for the
President and CEO, shall receive SEK 275,000. As consideration for committee
work the Chairman of the Audit Committee shall receive SEK 200,000, the Chairman
of the Remuneration Committee shall receive SEK 100,000, the members of the
Audit Committee each SEK 100,000 and the members of the Remuneration Committee
each SEK 50,000.

The accounting firm PricewaterhouseCoopers AB, Stockholm, with Patrik Adolfsson,
authorized public accountant, as auditor in charge, is proposed for re-election
for a period of mandate of one year.

The auditor’s fee is proposed to be paid according to agreement.

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

Shareholders jointly representing approximately 31.94 percent of the shares and
approximately 51.71 percent of the votes in the company propose the AGM to adopt
the following resolution:

The Nomination Committee in respect of the AGM 2015 shall have five members.
Jan Svensson (Investment AB Latour etc.), Mikael Ekdahl (Melker Schörling AB),
Marianne Nilsson (Swedbank Robur fonder), Johan Strandberg (SEB Fonder) and
Henrik Didner (Didner & Gerge Fonder) shall be re-elected. Jan Svensson 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 2015, 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 salary and other remuneration to
management principally entails that the total remuneration shall be competitive
and in accordance with market conditions. The benefits shall consist of a fixed
salary, a 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. For management that is not subject to any
collective agreement (ITP-plan), variable remuneration shall not be pension

The Board shall have the right to deviate from the guidelines in individual
cases if there are particular grounds for such deviation.

Proposal for an Incentive Scheme (item 15 on the agenda)

Background and Motives

Loomis AB presently has a recurring incentive scheme resolved by the AGMs 2012
and 2013. In the long run this incentive scheme will make it possible for
approximately 300 of Loomis’ key-employees to become shareholders of Loomis
which is important in order to further strengthen the employee ownership in
Loomis’ future success and development. It is the opinion of the Board that the
incentive scheme (which has been applied since 2010) has been appropriate and
contributed to the creation of joint goals for key-employees and the
shareholders. The Board therefore proposes that the AGM 2014 resolve on a new
incentive scheme in accordance with terms and conditions which in essence
corresponds with the terms and conditions of the incentive schemes adopted by
the AGMs 2010-2013.

The proposal principally entails that 1/3 of any annual bonus earned may be paid
in the form of shares of series B in Loomis with delayed payment and subject to
continued employment with Loomis. It is the assessment of the Board that the
proposed incentive scheme will retain 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 incentive
scheme (the “Incentive Scheme”), in accordance with the following main
principles. Approximately 300 employees 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 are met. The principles already applicable under the existing incentive
scheme, within the scope of the principles on remuneration to senior executives
adopted by the AGM, will continue to apply. The existing principles relate to
result improvements and are set as close to the local business as possible and
aim for long term profitability of the group. For parent company employees the
performance based targets are relating to earnings per share (“EPS”) for Loomis
compared with previous year. For other participants in the Incentive Scheme, the
performance based targets are relating to improvement of profits of the
applicable profit centre. The performance based targets vary depending on in
which part of the business the employee works, but are principally based on an
annual improvement of EPS or EBITA[1] (
within the employee’s area of responsibility. Provided that applicable
performance criteria are met, the annual bonus will be determined at the outset
of 2015 and be payable by (i) 2/3 in cash at the outset of 2015 and (ii) 1/3 in
shares of series B (the “Bonus Shares”) at the outset of 2016. The number of
Bonus 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: (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 2016, 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 the
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 Scheme 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) Incentive Scheme Costs and Hedging Measures Based on a Share Swap Agreement

Except as stated below regarding the share swap agreement, no material costs are
expected in addition to current costs such as payroll expenses and social
security payments related to the existing incentive scheme. Current costs are
estimated at approximately MSEK 101 at maximum outcome.

The financial exposure of the Incentive Scheme is proposed to be hedged by
Loomis entering 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 conclusion of a swap agreement will
involve additional costs of approximately SEK 350,000.

Total Number of Shares and Effects on Important Key Ratios

The hedging measures above will have no effect on the profit per share except
for the increased costs that the Incentive Scheme will entail. The Incentive
Scheme is estimated to comprise maximum 225,000 shares (based on the maximum
outcome adjusted to the present number of entitled employees and an estimated
share price of SEK 150) corresponding to 0.3 percent of the total number of
outstanding shares and 0.2 of the total number of votes in Loomis.

Voting Majority

The resolutions according to (A) and (B) above shall be adopted as one
resolution. In order to be valid, this resolution 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 AGM.


The following documentation will be available at the company and on the company
website as from 15 April 2014, 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.


At the issue of this notice, the total number of shares in the company amounts
to 75,279,829, of which 3,428,520 shares of series A and 71,851,309 shares of
series B. A share of series A entitles to ten votes. A share of series B
entitles to one vote. The total number of votes in the company amounts to
106,136,509. The company holds 53,797 own shares.

E.                   INFORMATION AT THE AGM

The Board of Directors and the President 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, circumstances that can affect the
assessment of the financial situation of the company or its subsidiaries and the
company’s relationship with another group company.

[1] ( Earnings Before Interest, Taxes,
Amortization of acquisition-related intangible fixed assets, Acquisition-related
costs and revenue and Items affecting comparability.

Stockholm in March 2014

The Board

Loomis AB (publ)
             Anders Haker
President and

Mobile phone: +46 70 607 20
51                                                      Mobile phone: + 46 70
810 85 59
Loomis offers safe and effective comprehensive solutions for the distribution,
handling and recycling of cash for banks, retailers and other commercial
companies via an international network consisting of almost 400 branch offices
in 16 countries. Loomis has 20 000 employees and annual revenue of 11 billion
Swedish kronor. Loomis is a midcap listed company on NASDAQ OMX Stockholm.
Loomis AB discloses the information provided herein pursuant to the Swedish
Securities Market Act and/or the Financial Instruments Trading Act. The
information was submitted for publication at 11.00 a.m. (CET) on March 26th,