The shareholders of Intrum AB (publ) are hereby summoned to the Annual General Meeting on Thursday 27 April 2023, 14.00, at Filmstaden Sickla, Marcusplatsen 19, Nacka. Registration for the meeting starts at 13.00.
This document is an unofficial translation of the corresponding Swedish document. In the event of any discrepancies between this document and the Swedish version, the latter shall prevail.
Right to attend
Shareholders who wish to attend the Annual General Meeting shall
both be entered in the company’s register of shareholders kept by Euroclear Sweden AB (not nominee-registered) by Wednesday 19 April 2023; and
and notify their intention to attend the meeting by Friday 21 April 2023 at the latest.
Notice of attendance
The notification shall be made in writing to Intrum AB (publ), “Årsstämma”, 105 24 Stockholm, by e-mail to agm@intrum.com or by phone +46 (8) 616 77 00 weekdays between 09.00 and 16.00. The notification shall include:
- name
- personal identity number / registration number
- telephone number (daytime)
- registered shareholding
- information about potential assistants (maximum two)
- where applicable, information about deputies or representatives
Shares registered in the name of a nominee
In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Wednesday 19 April 2023. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Friday 21 April 2023 will be taken into account in the presentation of the share register.
Proxy
Shareholders represented by proxy shall send the written, dated and by the shareholder signed proxy to the company in original in ample time before the annual general meeting. Attested copies of the certificate of registration (or equivalent authorization documents) evidencing the authority to issue the proxy, shall be enclosed if the proxy is issued by a legal entity.
A proxy form is available on the company’s website, www.intrum.com.
Processing of personal data
Personal data obtained from notifications, proxies and from the share register maintained by Euroclear Sweden AB will be used for the necessary registration and preparation of the voting list for the Annual General Meeting.
For further information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Miscellaneous
The shareholders are reminded of their right to ask questions to the Board and the CEO at the Annual General Meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
There are in total 121,720,918 shares and votes in the company at the time of the notice. At the day of the notice the company held 1,183,983 own shares.
Proposed Agenda
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of persons to certify the minutes (and to count votes)
- Determination of whether the Meeting has been duly convened
- a) Presentation of the Board’s and the Board Committees’ work
b) Presentation by the CEO
- 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 2022
- Resolution on adoption of profit and loss statement and balance sheet and consolidated profit and loss statement and consolidated balance sheet
- Resolution on appropriation of profit
- Resolution regarding discharge of liability of the Members of the Board and the CEO for the administration during 2022
- Determination of the number of Board Members and Deputy Board Members
- Determination of remuneration to the Board Members and fee to the auditor
- Election of Board Members and Deputy Board Members as well as Chairman of the Board
- Election of auditor
- Resolution regarding approval of the remuneration report
- Resolution regarding guidelines for remuneration and other terms of employment for key executives
- Resolution regarding long-term incentive program 2023 and authorization for the Board to resolve on acquisition and transfer of own shares
- Resolution regarding authorization for the Board to resolve on acquisition and transfer of own shares
- Resolution regarding authorization for the Board to resolve on issue of new shares etc.
- Conclusion of the Meeting
The Nomination Committee’s proposals
In accordance with the resolution passed at the Annual General Meeting 2022, the Chairman of the Board has convened the largest shareholders of the company based on the number of votes held at the end of August. The shareholders have then appointed members to the Nomination Committee.
The Nomination Committee has consisted of:
| Robert Furuhjelm | Cidron 1748 Sarl/Nordic Capital |
| Tomas Flodén | AMF & AMF Fonder |
| Pia Gisgård | Swedbank Robur Fonder |
| Ossian Ekdahl | Första AP-fonden |
| Helen Fasth Gillstedt | Handelsbanken Fonder |
The Chairman of the Board, Magnus Lindquist, has been co-opted to the Committee.
Proposals by the Nomination Committee
Item 2 Björn Kristiansson, KANTER Advokatbyrå, is proposed to be appointed Chairman of the Meeting.
Item 12 The Board is proposed to consist of eight (unchanged) Board members with no deputy Board members.
Item 13 Fees to the Board and remuneration for committee work (to Board members elected by the AGM) are proposed to amount to a total of
SEK 7,700,000 (7,195,000) which shall be distributed as follows:
- SEK 1,570,000 to the Chairman of the Board (1,525,000)
- SEK 700,000 to each of the other Board members (680,000)
- SEK 300,000 to the Chairman of the Audit and Risk Committee (290,000)
- SEK 180,000 to each of the other two members of the Audit and Risk Committee (175,000)
- SEK 95,000 to each of the three members of the Remuneration Committee (90,000)
- SEK 95,000 to each of the three members of the Transformation Committee (new Committee)
Additional compensation for travel time of SEK 30,000 per physical Board meeting held in Sweden is proposed to be paid to Michel van der Bel, Debra Davies, Geeta Gopalan and Philip Thomas.
Fee to the auditor is proposed to be paid in accordance with approved invoices.
Item 14 It is proposed to re-elect Magnus Lindquist, Michel van der Bel, Hans Larsson, Andreas Näsvik and Ragnhild Wiborg, and to elect Debra Davies, Geeta Gopalan and Philip Thomas, all for the period until the conclusion of the next Annual General Meeting.
Andrés Rubio has been appointed CEO and will leave the Board. Liv Fiksdahl and Magdalena Persson have declined re-election.
The Nomination Committee further proposes to re-elect Magnus Lindquist as Chairman of the Board, for the period until the conclusion of the next Annual General Meeting.
Item 15 It is proposed to re-elect the audit firm Deloitte AB, with Patrick Honeth as auditor-in-charge, for the period until the conclusion of the next Annual General Meeting.
Proposals by the Board
Item 10 Resolution on appropriation of profit
The Board and the CEO has proposed that the profits in the parent company at the disposal of the Annual General Meeting, consisting of share premium reserve of 17,441,824,284, retained earnings of SEK -8,967,895,582 and the result for the year of SEK – 2,010,342,670, in total amounting to SEK 6,463,586,032, is appropriated so that SEK 13.50 per share, in total SEK 1,627,248,623 is distributed to the shareholders and that the remaining balance of SEK 4,836,337,409 is carried forward. The amount that is proposed to be distributed to the shareholders and the amount that is proposed to be carried forward is based on all outstanding shares (excluding 1,183,983 shares held by the company) as per 21 March 2023.
The Board proposes the dividend to be paid through two instalments of SEK 6.75 each. The Board proposes 2 May 2023 and 1 November 2023 as record days. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be paid out via Euroclear Sweden AB on 5 May 2023 and 6 November 2023.
Item 16 Resolution regarding approval of remuneration report
The Board proposes that the Annual General Meeting resolves to approve the Board’s remuneration report according to Chapter 8 Section 53 a of the Swedish Companies Act.
Item 17 Resolution regarding guidelines for remuneration and other terms of employment for key executives
The Board proposes that the following guidelines for executive remuneration shall be approved by the Annual General Meeting. The proposal has been prepared by the Remuneration Committee of the Board.
The guidelines apply to the CEO and other members of Intrum’s Group Management Team (“GMT”). The guidelines are forward-looking, i.e. they are applicable to agreements on remuneration, and on amendments to remuneration already agreed, entered into after adoption of the guidelines by the Annual General Meeting 2023. These guidelines do not apply to any remuneration to be separately resolved or approved by the General Meeting.
The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
In short, Intrum’s business strategy is to continue to grow, both in existing and new markets, and to continue to build its position as the undisputed market leader within the credit management industry. For more information regarding the company’s business strategy, visions and goals, please see www.intrum.com.
A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified employees. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer members of the GMT a competitive total remuneration.
Long-term share-related incentive programmes (“LTIPs”) have been implemented in the company. Such LTIPs have been adopted by the Annual General Meeting and are therefore excluded from these guidelines. The LTIP proposed by the Board to be adopted by the Annual General Meeting 2023 is excluded for the same reason, as well as similar programs to be adopted in the future. The proposed LTIP essentially corresponds to existing LTIPs. The LTIPs includes the GMT and other key employees in the company. The evaluation metrics used to assess the outcome of the LTIPs are distinctly linked to the business strategy and thereby to the company’s long-term value creation, including its sustainability.
Variable cash remuneration covered by these guidelines shall aim at promoting the company’s long-term business strategy and short-term interests, including its sustainability.
Forms of remuneration
Remuneration in the company should reflect job complexity, responsibility and performance, and it should be competitive in comparison with comparable companies within similar industries in the relevant geographies. The remuneration shall consist of the following components: annual fixed cash salary (“Base Salary”), annual variable cash remuneration, pension benefits and other benefits. Additionally, the General Meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration such as LTIPs.
Base Salary
The Base Salary is based on three cornerstones: job complexity & responsibility, performance and local market conditions. The Base Salary is subject to annual revision.
Short-Term Incentive Program
Intrum’s Short-Term Incentive Program (“STIP”) aims to drive, and is designed to vary with, short-term business performance, and is set for one year at a time. The evaluation metrics are individually decided for each member of the GMT, and consist primarily of financial results (on group level or country level/s, as applicable). Members of the GMT may also have a smaller portion of targets linked to operational or non-financial metrics, such as Employee Engagement Index. The Board may also decide to adjust the metric targets or apply other similar evaluation metrics if deemed appropriate.
The maximum STIP pay-out is 100 percent of the Base Salary for the CEO and the CFO. For the other members of the GMT (except for the Chief Risk Officer, who is not eligible for STIP) the normal maximum STIP pay-out is 35 to 70 percent of the Base Salary.
To which extent the evaluation metrics for awarding STIP have been satisfied is evaluated and determined when the measurement period has ended. The company’s Remuneration Committee is responsible for preparing the STIP evaluation for all GMT members. The determination of the STIP outcome is then resolved by the Board in its entirety.
No deferral periods are applied in relation to STIP and the STIP agreement does not contain any clause entitling the company to reclaim STIP.
Extraordinary arrangements
Other one-off arrangements can be made on individual level in extraordinary circumstances when deemed necessary and approved by the Board. The purpose might be in relation to recruitments, retention of top talent needed to secure successful implementation of the business strategy.
Any such arrangement need to be capped at an amount equal to two (2) times the individual’s annual fixed salary.
Pension benefits and other benefits
Intrum applies a retirement age of 65 for all members of the GMT, unless otherwise follows from applicable national rules.
For the CEO, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. STIP does not constitute pensionable income. The pension premiums for premium defined pension shall amount to not more than 35 percent of the Base Salary.
For other GMT members, pension benefits, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension under mandatory collective agreement provisions. Variable cash remuneration shall qualify for pension benefits to the extent required by mandatory collective agreement provisions. The pension premiums for premium defined pension shall amount to not more than 30 percent of the Base Salary.
Other benefits than pension benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring), housing and company cars. For GMT members with housing benefits, such benefits may not amount to more than 20 percent of the Base Salary. For GMT members without housing benefits, such benefits may not amount to more than ten percent of the Base Salary.
Termination of employment
The notice period may not exceed twelve months if notice of termination of employment is made by the company. Base Salary during the notice period, severance pay and compensation during a non-compete period may together not exceed an amount equivalent to twenty-four months Base Salary. The notice period may not exceed six months without any right to severance pay when termination is made by the GMT member.
Remuneration for non-compete undertakings shall compensate for loss of income. The remuneration amounts to not more than 100 percent of the Base Salary at the time of termination of employment, unless otherwise provided by mandatory collective agreement provisions, and shall be paid during the time the non-compete undertaking applies, however not for more than twelve months following termination of employment.
Remuneration and employment conditions for employees
In preparation of the Board’s proposal for these guidelines and when evaluating whether the guidelines and the limitations set out herein are reasonable, account has been taken regarding the remuneration and employment conditions for employees of the company. This has been done by reviewing e.g. the employees’ total remuneration, the components of their remuneration and remuneration growth rate over time.
The decision-making process to determine, review and implement the guidelines
The Board has established a Remuneration Committee. The Remuneration Committee’s tasks include preparing the Board’s decision to propose these guidelines. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the Annual General Meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the GMT, the application of the guidelines for GMT as well as the current remuneration structures and compensation levels in the company.
The members of the Remuneration Committee are independent of the company and the GMT. The CEO and other members of the GMT do not participate in the Board’s processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Derogation from the guidelines
The Board may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board’s resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.
Description of material changes to the guidelines and how the views of shareholders’ have been taken into consideration
These guidelines do not entail any significant changes in relation to the company’s existing guidelines apart from an increase of the maximum pay-out of STIP for other GMT members from 50 percent to 70 percent of Base Salary.
The company has not received any views from shareholders to take into consideration.
Information on remuneration resolved but not yet due and on derogations from the remuneration guidelines resolved by the Annual General Meeting 2022
Previous Annual General Meetings have resolved on guidelines for executive remuneration and other terms of employment for the period up until the next Annual General Meeting. In short, these guidelines entail that Base Salary and STIP shall be payable on conditions similar to what has been described in these guidelines. Base Salary and STIP is expensed during the financial year, and STIP is paid out after the year-end report has been adopted by the Board.
The guidelines adopted by the Annual General Meeting 2022 have been adhered to without derogation, and all previously approved remuneration that has not yet been paid out is in line with the framework set out above.
Item 18 Resolution regarding long-term incentive program 2023 and authorization for the Board to resolve on acquisition and transfer of own shares
(a) Implementation of a performance based long-term incentive program for 2023
The Board has decided to propose a long-term incentive program for 2023. The Board is convinced that the proposed program will be beneficial to the company’s shareholders as it will contribute to the possibilities to recruit and retain competent employees, is expected to lead to increased dedication and motivation for the program's participants, and create a close commitment to Intrum.
The Board proposes, in view of the above, that the Annual General Meeting resolves to implement a performance based, long-term incentive program for 2023 (the “LTIP 2023”) according to the following principal terms and conditions:
a) The program is proposed to include up to 80 senior managers and key employees of the Intrum Group (“the Participants”), who are divided into three groups: the CEO (“Group 1”), other members of Group Management, up to 19 individuals (“Group 2”), and other senior managers and key employees, approximately 60 people (“Group 3”). Invitation to participate in the program shall be provided by Intrum during 2023.
b) For Group 1 and Group 2, the program is equity based (Performance Shares), and for Group 3 the program is cash based (Performance Cash).
c) Participants in Group 1 and Group 2 are offered to be allocated Performance Shares in two series (“Series 1” and “Series 2”). Allocation of Performance Shares shall be based at a maximum value based on each Participants’ Annual Base Salary (“ABS”) at invitation. The maximum allocation value for the Participants in Group 1 will be 100 percent of the Participant’s ABS in Series 1, and 130 percent of ABS for Series 2. The maximum allocation value for the Participants in Group 2 will be 20-50 percent of the Participant’s ABS in Series 1, and 35-80 percent of ABS for Series 2. Each maximum value shall be converted into a maximum number of Performance Shares in each series, to which the following applies:
- For Series 1, the volume weighted average closing price paid for the Intrum share on Nasdaq Stockholm during a period of twenty trading days after the release of Intrum’s report for the fourth quarter, reduced by the present value of estimated dividend payments for the period until shares are allotted, is applied.
- For Series 2, the allocated value is determined by a market valuation (Monte Carlo) of Performance Shares of Series 2, given the same share price as the Performance Shares of Series 1, while also taking into account the volatility of the Intrum share, the program term, expected dividend payments, and the performance target for Performance Shares of Series 2, as defined in section f) below.
Allocation of Series 2 Performance Shares entails that the Participant makes a private investment in Intrum shares (“Investment Shares”). The Participant is expected to purchase a defined number of Investment Shares, dedicated towards LTIP 2023. The Investment Shares shall be acquired especially for LTIP 2023, and the investment shall be made as soon as possible at program start, but no later than 31 August 2023.
d) Participants in Group 3 are allocated Performance Cash which is indexed up or down with Intrum's Total Shareholder Return ("TSR") during the term of the program. The maximum performance value for the Participants in Group 3 will be 10-25 percent of the Participant’s ABS at invitation.
e) The payment of Performance Cash to the Participants in Group 3 is settled in cash. Offering Performance Cash indexed with TSR is considered as a balance between linking the interests of other senior executives in Group 3, key employees, and shareholders, and avoiding the complexity of offering Performance Shares in up to 24 different jurisdictions and tax systems in Europe.
f) Allocation of Performance Shares (Series 1 and Series 2) and Performance Cash under LTIP 2023 is conditional upon the Participant remaining employed until 1 January 2026. The Remuneration Committee may decide that Participants that leave the company before the 1 January 2026 may retain their Performance Shares or Performance Cash.
g) The calculation of the outcome of Performance Shares and Performance Cash for each Participant in relation to the maximum performance value shall be based on the achievement of a performance target decided by the Board for the Intrum TSR. The performance target adopted by the Board will stipulate a target level for Performance Shares of Series 1 and Performance Cash, and another, higher, target level for Performance Shares of Series 2.
Using TSR development as a performance measurement is seen as an efficient performance target for aligning the interests and perspectives of senior managers, key employees and shareholders.
The Performance target for Performance Shares of Series 1 and Performance Cash amounts to a target level of average absolute annual TSR:
- If the performance target is reached, the allocation will amount to the maximum performance value under item c) and d).
- No allocation of Performance Shares or Performance Cash will be made if the performance target is not met.
The performance target for Performance Shares of Series 2 amounts to a higher target of average absolute annual TSR:
- If the higher target performance level is reached, the allocation will amount to the maximum performance value under item c).
- No allocation of Performance Shares will be made if performance target is not met.
h) The Board will decide on the fulfillment of the performance targets for Series 1, Performance Cash and Series 2 no later than during the first quarter of 2026. TSR is measured over a three-year qualification period. The volume-weighted average price last paid for the Intrum share on Nasdaq Stockholm during a period of twenty trading days after the publication of Intrum's report for the fourth quarter shall be used to measure the start and end value. When measuring, the estimated dividend during the qualification period until the Performance Shares are allotted shall be included.
i) Allocation of Performance Shares of Series 2 shall only take place if the Participant has retained his/her Investment Shares throughout the entire program period.
j) If all conditions of the LTI 2023 are met, allocation of Performance Shares and Performance Cash will take place during the first half of 2026. Allocation will be free of charge, after deduction of the Participant’s income tax obligations, to be paid by Intrum.
k) Certain deviations in or adjustments of the terms and conditions for the LTIP 2023 may be made based on local rules and regulations as well as applicable market practice or market conditions, including cash settlement instead of allocation of shares to the Participants under certain conditions.
l) The Board, or the Remuneration Committee, shall be responsible for the preparation and management of the LTI 2023, within the framework of the aforementioned terms and conditions.
m) If material changes would occur within the Intrum Group or on the market that, according to the Board’s assessment, would lead to the conditions for allocation of Performance Shares no longer being reasonable, the Board shall have the right to make other adjustments of the LTIP 2023, including e.g. a right to adjust the performance targets, or resolve on a reduced allocation of shares.
Costs for the LTIP 2022
The total IFRS 2 costs for the LTIP 2023 if the maximum outcome is achieved are estimated to a maximum of MSEK 143. The costs will be recognized over the years 20232025. The costs have been calculated as the sum of salary costs including social costs. Social costs have been calculated assuming a share price of SEK 213, and a social tax rate of 20 percent. The company intends to hedge the entire cost of LTIP 2023 in accordance with item 18 (b) below.
The salary costs have been calculated based on the value, at the start of the program, of the Performance Shares and Performance Cash that may be allotted at maximum performance, with a deduction of the present value of estimated dividend payments until settlement of LTIP 2023 and Performance Cash value given TSR indexation at share price SEK 213. The estimate regarding maximum costs assumes maximum target achievement.
If repurchased shares are used to finance the program the number of outstanding shares is estimated to increase with not more than 1,450,000 shares.[1] Such increase would have a dilutive effect of approximately 1.19 percent. The above calculations assume that Intrum’s undertakings under the LTIP 2023 are hedged with own shares.
Hedging measures for the LTIP 2022
LTIP 2023 entails certain financial exposure for the Company due to price development in the Intrum share. The intention is to hedge this exposure through acquisition of own shares (item 18 (b) below) or, if the proposal regarding acquisition of own shares in item 18 (b) is not supported by the required shareholder majority, with so-called equity swap contracts with third parties (item 18 (e) below). Social security contributions are to be hedged too.
There are different methods for effectuating the transfer of shares to the Participants under the programs, such as delivery of own shares or an agreement with a third party under which the third party transfers shares to the Participants under the programs. The Board deems delivery of own shares as the most cost efficient and flexible method. Therefore, this is the first choice (item 18 (c) below). In the event that the proposal for the transfer of own shares (item 18 (c) below) is not approved by the shareholders with the required majority, the Board instead proposes that the Annual General Meeting resolves to approve swap agreement with a third party (item 18 (e) below), under which the third party will, in its own name, acquire shares on the market and transfer them to the Participants in the program.
Preparation of the proposal for the LTIP 2023
The proposal regarding the LTIP 2023 has been prepared by the Remuneration Committee and the Board.
Other incentive programs in Intrum
The share-based incentive programs LTIP 2021 and LTIP 2022 are currently outstanding. For a description of these and the company’s other incentive programs, reference is made to the annual reports for 2021 and 2022 (note 30) and the company’s website, www.intrum.com.
(a) acquisition of own shares
The Board proposes that the Annual General Meeting shall resolve to authorize the Board to, during the period until the next Annual General Meeting and on one or more occasions, resolve on acquisition of the company’s own shares in accordance with the following:
- Acquisition may only take place provided that the company’s holding of own shares, at any given time, does not exceed 10 per cent of all shares in the company.
- Acquisition shall be made on a regulated market or in a market corresponding to a regulated market outside the European Economic Area.
- Acquisition shall only be made at a price which is within the at any time recorded registered price interval, which shall refer to the interval between the highest buying price and the lowest selling price.
- Payment for the shares shall be made in cash.
Acquisitions may take place to secure the obligations of the company (including social security contributions) relating to LTIP 2023 and other share-based incentive programs decided upon by a General Meeting at any time.
(b) transfer of own shares to the Participants
The Board proposes that the Annual General Meeting shall resolve on transfer of the company’s own shares to the Participants in accordance with the following:
- Intrum shall have the right to transfer up to 1 450 000 shares, free of charge, to the Participants under the terms and conditions of the LTIP 2023.
- The number of shares has been calculated on the basis of maximum participation and maximum fulfilment of performance targets.
- The transfer of the shares shall not occur earlier than 15 February 2026 nor later than the Annual General Meeting 2026.
The reason for the deviation from the shareholders’ pre-emptive rights to acquire the shares is to enable the Company to deliver shares under the LTIP 2023.
(c) transfer of own shares on a regulated market
The Board proposes that the Annual General Meeting shall resolve to authorize the Board to, during the period until the next Annual General Meeting and on one or more occasions, resolve on transfer of the company’s own shares to the Participants in accordance with the following:
- The company cannot transfer more shares than the number of shares held by the company at the time of the Board's resolution (or the higher number that can result from recalculation as a result of a bonus issue, split, pre-emption rights issue or similar measure).
- Transfer shall only be made on a regulated market or in a market corresponding to a regulated market outside the European Economic Area.
- Transfer shall only be made at a price which is within the at any time recorded registered price interval, which shall refer to the interval between the highest buying price and the lowest selling price.
- Payment for the shares shall be made in cash.
The reason for the Board’s proposal is that the company shall have the opportunity to continually adjust the number of shares that are acquired in order to secure obligations (including costs for social security contributions) related to LTI 2020, LTI 2021 and LTI 2022.
(d) resolution regarding a share swap agreement with third party
In the event that the required majority is not obtained for the decision on hedging measures pursuant to items (b), (c) and/or (d) above, the Board proposes that the financial exposure of LTIP 2023 be hedged by the Company through a share swap agreement with a third party, under which the third party shall, in its own name, acquire shares on the market and transfer them to the Participants in the program.
Majority requirements
The resolution of the Annual General Meeting on implementation of the program according to item (a) and (e) above requires that more than half of the votes cast at the Annual General Meeting approve the proposal. The Annual General Meeting's resolution on item (c) above requires that shareholders representing at least nine-tenths of the votes cast as well as the shares represented at the Annual General Meeting approve the proposal. The Annual General Meeting's resolution on item (b) and (d) above requires that shareholders representing at least two-thirds of the votes cast as well as the shares represented at the Annual General Meeting approve the proposal.
Item 19 Resolution regarding authorisation to the Board to resolve on acquisition and transfer of own shares
In order to give the Board flexibility to, during the period until the next Annual General Meeting, resolve upon changes of the capital structure of the company and thereby create an increased shareholder value it is proposed by the Board that the Annual General Meeting authorises the Board to, during the period until the next Annual General Meeting and on one or more occasions, resolve on acquisition of own shares in accordance with the following:
- Acquisition may only take place provided that the company’s holding of own shares, at any given time, does not exceed 10 per cent of all shares in the company.
- Acquisition shall only be made on a regulated market or on a market corresponding to a regulated market outside the European Economic Area.
- Acquisition shall only be made at a price which is within the at any time recorded registered price interval, which shall refer to the interval between the highest buying price and the lowest selling price.
- Payment for the shares shall be made in cash; and
that the Annual General Meeting authorises the Board to, during the period until the next Annual General Meeting and on one or more occasions, resolve on transfer of the company’s own shares for, or in connection with, or as a consequence of acquisition of companies, businesses or debt portfolios, in accordance with the following:
- The transfer of shares may take place with deviation from the shareholders' pre-emptive rights.
- Transfer of shares may take place on Nasdaq Stockholm at a price which is within the at any time recorded registered price interval, which shall refer to the interval between the highest buying price and the lowest selling price.
- Transfer of shares may also take place outside Nasdaq Stockholm. Such transfer may be made at a minimum price per share corresponding to an amount approximate to the price of the company's shares on Nasdaq Stockholm at the time of the decision on the transfer.
- Payment for transferred shares can be made in cash, by payment in kind or by offsetting a claim against the company.
- Transfer may be effected by no more than all of the company's own shares held by the company at the time of the Board's decision on transfer.
Majority requirement
The resolution shall be valid only where supported by not less than two-thirds of both the votes cast and of the shares represented at the Annual General Meeting.
Item 20 Resolution regarding authorization for the Board to resolve on issue of new shares etc.
(a) Authorisation of 20 percent
The Board of Directors proposes that the Annual General Meeting authorises the Board to resolve, on one or several occasions up until the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, on new issues of shares, warrants and/or convertibles entitling to subscription of shares, corresponding to no more than twenty (20) percent of the total number of outstanding shares in the Company on the day of publication of this notice. The authorization shall also include a right to resolve on a new issue of shares, warrants and/or convertibles against payment through set-off or contribution in kind or otherwise with conditions in accordance with the Swedish Companies Act.
Issue of share against payment in cash or through set-off with deviation from the shareholders' preferential rights shall be carried out on market terms.
The purpose of the proposal and the option to deviate from the shareholders' preferential rights is to provide flexibility in connection with possible raise(s) of capital or acquisitions of companies or business operations.
Majority requirement
The resolution shall be valid only where supported by not less than two-thirds of both the votes cast and of the shares represented at the Annual General Meeting.
(b) Authorisation of 10 percent
In the event that the Annual General Meeting does not approve the proposal for authorisation of twenty percent under item a) above, the Board proposes that the Annual General Meeting authorises the Board to resolve, on one or several occasions up until the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, on new issues of shares, warrants and/or convertibles entitling to subscription of shares, corresponding to no more than ten (10) percent of the total number of outstanding shares in the Company on the day of publication of this notice. The authorisation shall also include a right to resolve on a new issue of shares, warrants and/or convertibles against payment through set-off or contribution in kind or otherwise with conditions in accordance with the Swedish Companies Act.
Issue of share against payment in cash or through set-off with deviation from the shareholders' preferential rights shall be carried out on market terms.
The purpose of the proposal and the option to deviate from the shareholders' preferential rights is to provide flexibility in connection with possible raise(s) of capital or acquisitions of companies or business operations.
Majority requirement
The resolution shall be valid only where supported by not less than two-thirds of both the votes cast and of the shares represented at the Annual General Meeting.
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Accounts and auditor’s report for the financial year 2022, the Board’s motivated statements in accordance with Chapter 18 Section 4 and Chapter 19 Section 22 of the Swedish Companies Act, and the auditor’s statements in accordance with Chapter 8 Section 54 of the Swedish Companies Act, will not later than on Thursday 6 April 2023 be held available at the company’s offices at Sicklastråket 4 in Nacka, Sweden, on the company’s website www.intrum.com, and will be sent to the shareholders who request this and who inform the company of their postal address.
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Stockholm in March 2023
The Board of Intrum AB (publ)
[1] With a possibility for the Board to make adjustments for extraordinary events such as bonus issue, split, rights issue and/or other similar events.
For further information, please contact:
Niklas Lundquist, Chief Legal Officer
+46 70 588 83 30
niklas.lundquist@intrum.com
This information was submitted for publication, through the agency of the contact person set out above, on 27 March 2023 at 08.00 CET.