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. CEST on Wednesday 6 May 2015 in
Grünewaldsalen at Stockholm Concert Hall, entrance Kungsgatan 43, Stockholm.
Registration for the AGM begins at 4 p.m. CEST.
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 Wednesday 29 April 2015, 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 Wednesday 29 April 2015, at the
latest, preferably before 4 p.m. On giving notice of attendance, the shareholder
shall state name, personal identity number (corporate identity 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. 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 Wednesday 29 April 2015 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 2014,
(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 2014.
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 the implementation of an incentive scheme, including
hedging measures through the conclusion 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 2014 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 2015.

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

The Board proposes that a dividend of SEK 6.00 per share be declared. As record
date for the dividend, the Board proposes 8 May 2015. If the AGM so resolves,
the dividend is expected to be distributed by Euroclear Sweden AB starting 13
May 2015.

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

At the AGM 2015 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, 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 Alf Göransson, Jan Svensson,
Ulrik Svensson, Ingrid Bonde, Cecilia Daun Wennborg and Jarl Dahlfors for the
period up to and including the AGM 2016, with Alf Göransson as Chairman of the
Board.

Fees to the Board members for the period up to and including the AGM 2016 shall
amount to SEK 2,250,000 in total (including fees for committee work) to be
distributed among the Board members as follows: the Chairman of the Board shall
receive SEK 600,000 and each of the other Board members, except for the
President and CEO, shall receive SEK 300,000. As remuneration 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
agenda)

Shareholders jointly representing approximately 31.2 per cent of the shares and
approximately 51.2 per cent of the votes in the company propose the AGM to adopt
the following resolution:

The Nomination Committee in respect of the AGM 2016 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 2016, 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
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 an Incentive Scheme (item 15 on the agenda)

Background and Motives

Loomis AB presently has a recurring incentive scheme resolved by the AGMs 2013
and 2014. In the long run this incentive scheme will make it possible for
approximately 350 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 2015 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 2010-2014.

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 350 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] (http://connect.ne.cision.com#_ftn1)
within the employee’s area of responsibility. Provided that applicable
performance criteria are met, the annual bonus will be determined at the outset
of 2016 and be payable by (i) 2/3 in cash at the outset of 2016 and (ii) 1/3 in
shares of series B (the “Bonus Shares”) at the outset of 2017. 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 than EUR 4200, 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 2017, 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, the fact that a part
of the bonus is made share related does not entail any material costs in
addition to costs, such as payroll expenses and social security payments, which
would follow if the Incentive Scheme would have been implemented as a completely
cash-settled program.

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 measure above will have no effect on the profit per share except for
the increased costs that the Incentive Scheme may entail.

The Incentive Scheme is estimated to comprise maximum 160,000 shares (based on
the maximum outcome adjusted to the present number of entitled employees and an
estimated share price of SEK 270) corresponding to 0.21 percent of the total
number of outstanding shares and 0.15 percent 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.

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 2015, 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 by the auditor on the compliance of the guidelines for remuneration to
management applicable since the last AGM, (iii) the complete proposal of 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.

D.                  NUMBER OF SHARES AND VOTES IN THE COMPANY

At the time of 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. Shares of series A entitles to ten votes. Shares 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.

Stockholm in March 2015

The Board

Loomis AB (publ)

30.3.2015

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[1] (http://connect.ne.cision.com#_ftnref1) Earnings Before Interest, Taxes,
Amortization of acquisition-related intangible fixed assets, Acquisition-related
costs and revenue and Items affecting comparability.
Jarl Dahlfors
President and CEO
Mobile number: 46 70 607 20 51
Email: jarl.dahlfors@loomis.com
Loomis offers secure and effective comprehensive solutions for the distribution,
handling, storage and recycling of cash and other valuables. Loomis’ customers
are banks, retailers and other companies. Loomis operates through an
international network of around 400 branches in more than 20 countries. Loomis
employs around 21,000 people and had revenue in 2014 of SEK 14.5 billion. Loomis
is listed on NASDAQ OMX Stockholm Large-Cap list.

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 9.00am CEST on March 30th, 2015.

Attachments

03306212.pdf