Annual General Meeting of Loomis AB (publ)
At t the Annual General Meeting of Loomis AB (publ) held on the 6th May 2014 the following was resolved:
Board of Directors
The Annual General Meeting resolved that the number of Board members shall be six with no deputy members. The Meeting re-elected Alf Göransson, Jan Svensson, Ulrik Svensson, Ingrid Bonde and Cecilia Daun Wennborg and elected Jarl Dahlfors as new board member. Alf Göransson was re-elected Chairman of the Board. The fee to the board members was determined to a total of SEK 2,100,000 (including fees for committee work) apportioned so that the Chairman of the Board shall receive SEK 550,000 and the other board members, except for the managing director, SEK 275,000 each. The Chairman of the Audit Committee shall receive SEK 200,000, the Chairman of the Remuneration Committee SEK 100,000, a member of the Audit Committee SEK 100,000 and a member of the Remuneration Committee SEK 50,000.
The Meeting re-elected 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) as members of the Nomination Committee before the Annual General Meeting 2015. Jan Svensson was appointed Chairman of the Committee.
In accordance with the proposal of the Board, the Meeting resolved to declare a dividend of SEK 5.00 per share.
May 9, 2014 was determined as record date for dividend and payment from Euroclear Sweden AB is expected to commence on May 14, 2014.
Guidelines for remuneration to Group management
The Annual General Meeting resolved on the adoption of guidelines for remuneration to Group management, principally entailing that the remuneration and terms of employment shall be competitive and in accordance with market conditions, in order to ensure that the Loomis Group will be able to attract and keep competent members of Group management. The guidelines principally entail that the total remuneration to management shall consist of fixed salary, possible variable remuneration and other benefits and pension. The variable remuneration shall have an upper limit and be based on pre-determined targets. Pension rights for members of Group management shall be applicable as from the age of 65, at the earliest and shall, to the extent management is not subject to pension benefits pursuant to collective agreement (ITP-plan), be provided pursuant to a defined contribution pension plan. The Board shall be entitled to deviate from the guidelines in individual cases if there are particular grounds for such deviation. The complete guidelines are published on the company website.
The Meeting resolved, in accordance with the Board proposal, on the implementation of a share and cash based incentive scheme (the “Incentive Scheme”). The implementation of the Incentive Scheme 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.
Approximately 300 key employees will participate in the Incentive Scheme and thereby be entitled to receive a part of the annual bonus in the form of shares in Loomis, provided that certain predetermined and measurable performance criteria are met. The existing principles relates to result improvements and are set as close to the local business as possible and aim for long term profitability of the group.
Provided that the 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) presupposes that the participant is employed by Loomis as of the last day of February 2016, other than in cases where the employee has left his/her position due to retirement, death or a long-term illness, in which case the employee will retain the right to receive bonus shares. 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.
Furthermore, in order to enable Loomis’ delivery of Bonus Shares in accordance with the Incentive Scheme, the Meeting resolved to enter 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 Incentive Scheme.
Comments by the President and CEO
“On September 1, 2013 I took over as President and CEO of Loomis after the former President and CEO, Lars Blecko, and I swapped jobs – he taking over as Regional President for our US operations and I as President and CEO. This attracted some attention from outsiders, but to us it felt natural. I have worked in the Group for just over seven years, first as CFO and then as Regional President US, and see a fantastic journey that the company has started on and good opportunities for continued good development for the company and its shareholders. This is primarily driven by the company’s strong position in our main markets, geographical growth opportunities and the market’s trend towards increased outsourcing,” Jarl Dahlfors told the general meeting.
“Since being listed the company has gone from an operating margin of less than 7 percent to now being close to our goal of 10 percent for full year 2014. The journey has been characterized by a strong focus on profitability through working consistently on what we call the Loomis model – decentralized responsibility and clear follow-up in a few central areas such as Price, Branch and Risk. This model will continue to form the basis of our work.”
Jarl Dahlfors went on to present Loomis’ sustainability work, focusing on employee safety and environmental matters, as well as its two lines of business – cash in transit (CIT) and cash management services (CMS) – and developments within these, with the business continuing to see an increased share of CMS.
Jarl Dahlfors then presented a very significant event for Loomis that occurred after the end of the year: the acquisition of VIA MAT, a leading company within international valuable logistics, which puts a further piece in place in order to make Loomis an attractive full service provider within cash handling.
“The acquisition of VIA MAT creates a third segment within Loomis, International Services, alongside the segments of Europe and the USA. The acquisition gives us even better opportunities to offer leading solutions to our customers. It also makes us number one in the Swiss market, and will act as a bridgehead to a large number of new and interesting geographical markets that we will be investigating in the future.”
Jarl Dahlfors also commented on results and developments in 2013, and stated that Loomis is well on the way to achieving the financial goals set in 2010, among which an operating margin of 10 percent had the highest priority. During the year Loomis also experienced a large number of new customers putting their confidence in the company. These included Norway’s largest bank, DNB, which contracted Loomis’ Norwegian subsidiary to handle all the bank’s cash handling services in Norway, and also one of the largest US banks, which contracted Loomis’ US subsidiary to take over its cash management function in four locations, including two of the bank’s larger units in Houston and San Diego. The implementation of these new contracts has proceeded well and is now starting to be visible in the growth figures for the Group.
“Since Loomis is now starting to approach the goals set in 2010, it is time to start thinking about the next steps in Loomis’ journey. This journey will continue to have a major focus on profitability, but this will now be supplemented with a greater focus on growth than before.
We see a number of growth opportunities in our market and we now have a stable platform on which to build further. Above all, we see an increased trend within outsourcing and service development, but we also see opportunities for geographical expansion – something that is facilitated by the fact that, through the acquisition of VIA MAT, we now have an increased geographical presence. In addition, we will continue to make acquisitions when opportunities arise within our priority areas. We will present this in more detail in conjunction with our capital markets day on September 25 this year.
In summary, we can look back on a good year for the company and its shareholders and look forward with confidence to the continued exciting development of the company”, concludes Jarl Dahlfors.
This press release is also available at: www.loomis.com
Chairman of the Board
Phone number: +46 10 470 30 00
Loomis AB discloses the information provided herein pursuant to the Swedish Securities Market Act and/or the Financial Instruments Trading Act.