Notice of Annual General Meeting of the shareholders in Intrum AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Finans |
| Industri | Övriga finansiella tjänster |
The shareholders of Intrum AB (publ), reg. no. 556607-7581 (the “Company or “Intrum”), are hereby summoned to the Annual General Meeting on Tuesday 10 June 2025, 14.00, at Grev Turegatan 30 (GT 30), Stockholm. 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 on the record date, which is on Friday 30 May 2025, be registered in the share register maintained by Euroclear Sweden AB;
and notify the Company of their intention to attend the Annual General Meeting no later than on Tuesday 3 June 2025.
Notice of attendance
The notification shall be made in writing to Intrum AB (publ), “Annual General Meeting”, 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 (no more than 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 Annual General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Annual General Meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Friday 30 May 2025. 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 Tuesday 3 June 2025 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 of directors 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. On the day of this notice the Company holds 1,119,055 own shares.
Proposed Agenda
- Opening of the Meeting
- Election of chair 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 2024 - 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 board members and the CEO for the administration during 2024
- Determination of the number of board members and auditors
- Determination of remuneration to the board members and auditor
- Election of board members and chair of the board
- Election of auditor
- Resolution regarding approval of the remuneration report
- Resolution regarding long-term incentive program for 2025
- Resolution regarding authorization for the board of directors to resolve on transfer of own shares for long-term incentive programs
- Resolution regarding authorization for the board of directors to resolve on issue of shares, warrant and/or convertibles
- Resolution regarding authorization for the board of directors to resolve on transfer of own shares
- Conclusion of the Meeting
The Nomination Committee’s proposals
In accordance with the principles for the appointment of the nomination committee adopted by the Annual General Meeting 2019, the chair of the board of directors has convened the largest shareholders in the Company based on the known number of votes at the end of August 2024. These shareholders have then appointed members to the nomination committee.
The nomination committee consist of:
| Robert Furuhjelm | Cidron 1748 Sarl/Nordic Capital |
| Anders Oscarsson | AMF Tjänstepension & AMF Fonder |
| Helen Fasth Gillstedt | Handelsbanken Fonder |
| Lennart Laurén | Represents own holdings |
The chair of the board of directors, Magnus Lindquist, has been co-opted to the nomination committee.
| Item 2 | Election of chair of the Meeting |
| Ebba Olsson Werkell, attorney at law at KANTER Advokatbyrå, is proposed to be appointed chair of the Meeting. | |
| Item 12 | Determination of the number of board members and auditors |
| The board of directors is proposed to consist of seven board members. Furthermore, it is proposed that the number of auditors should be one registered audit firm | |
| Item 13 | Determination of remuneration to the board members and auditor |
| Fees to the board of directors and remuneration for committee work (to board members elected by the Annual General Meeting) are proposed to amount to a total of SEK 8,620,000 (8,115,000) (additional reimbursement for travelling time in case of physical meeting will be added as below) which shall be distributed as follows: - SEK 1,775,000 to the chair of the board of directors (1,570,000) - SEK 785,000 to each of the other board members (735,000) - SEK 400,000 to the chair of the audit committee (unchanged) - SEK 180,000 to each of the other two members of the audit committee (unchanged) - SEK 400,000 to the chair of the risk committee (unchanged) - SEK 180,000 to each of the other two members of the risk committee (unchanged) - SEK 95,000 to each of the three members of the remuneration committee (unchanged) - SEK 140,000 to the chair of the transformation committee (unchanged) - SEK 95,000 to each of the other two members of the transformation committee (unchanged) 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. Remuneration to the auditor is proposed to be paid in accordance with approved invoices. | |
| Item 14 | Election of board members and chair of the board |
| It is proposed to re-elect Magnus Lindquist, Michel van der Bel, Debra Davies, Geeta Gopalan, Andreas Näsvik, Philip Thomas and Ragnhild Wiborg, as board members for the period until the conclusion of the next annual general meeting.It is further proposed to re-elect Magnus Lindquist as chair of the board, for the period until the conclusion of the next Annual General Meeting. | |
| Item 15 | Election of auditor |
| 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 of directors
| Item 10 | Resolution on appropriation of profit |
| The board of directors and the CEO proposes that no dividend shall be distributed for the fiscal year 2024 and that available funds will be carried forward in the new accounts. | |
| Item 16 | Resolution regarding approval of remuneration report |
| The board of directors 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 long-term incentive program for 2025 |
| The board of directors of the Company has decided to propose a long-term incentive program for 2025. The board of directors is convinced that the proposed program will be beneficial for 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 lntrum. The proposed long-term incentive program is very similar to the program implemented last year. The number of participants in the new program has increased, but the total cost of the program remains unchanged.The board of directors proposes, in view of the above, that the Annual General Meeting resolves to implement a performance based long-term incentive program for 2025 (the "LTIP 2025") according to the following principal terms and conditions: a) The program is proposed to include up to a maximum of 33 executive management members and key employees in the Intrum Group, who are divided into three groups: the CEO and Executive Management Team (EMT) members ("Group 1"), Senior Leadership Team members ("Group 2"), market managing directors and other key employees, ("Group 3"). Invitation to participate in the program shall be provided by Intrum as soon as practically possible after Annual General Meeting approval 2025. b) Participants have the opportunity to receive Cash Reward (”Cash Reward”) that should be used to invest in Intrum shares. The allocation of the Cash Reward shall be based on a maximum value based on Annual Base Salary (“ABS”) at the offer date for each participant. The Cash Reward may for each participant amount to a maximum of; for Group 1 equivalent to 50-200 percent of ABS, for Group 2 equivalent to 40-100 percent of ABS, and for Group 3 equivalent to 20 percent of ABS. c) To participate in the LTIP 2025, it is required that the participant makes a new investment – in addition to already held shares – in Intrum shares (”Qualification Shares”) during 2025. The number of Qualifying Shares required for participation shall be based on a specified percentage of ABS for each participant category mentioned above. d) To receive Cash Reward under LTIP 2025 the participants must agree to the following terms: I. The Cash Reward, with deduction for tax, received shall be immediately used upon payout to acquire Intrum Shares (”Investment Shares”). II. Qualification Shares and Investment Shares that the participant acquire under LTIP 2025 shall be held by the participant at least until 31 December 2027. The board of directors will continuously monitor the participants' compliance with this condition and may allow deviations from this requirement in individual cases. III. The board of directors will stipulate clawback provisions within the terms and conditions for the Cash Compensation net of tax which may be enforced in case of breaches during the entire length of the program. These provisions will regulate a potential clawback depending on leaver situation for participants who leave Intrum before 31 December 2027. e) Participation in LTIP 2025 presupposes that such participation can legally occur in the relevant jurisdictions. f) In order to administer LTIP 2025, the board of directors may resolve to enter into one or more agreements with a financial institution or another external party, on terms and conditions in accordance with market practice, to administrate the program and/or facilitate the participants’ acquisition of Qualification Shares and Investment Shares. Such agreements may entail the financial institution acquiring Intrum shares (in its own name) and then transferring such shares (in its own name) to the participants or other similar solutions. g) The board of directors, or the remuneration committee, shall be responsible for the preparation and management of the LTIP 2025, within the framework of the above terms and conditions. Costs for the LTIP 2025 The cost for the program, including social costs, have been calculated to a maximum of approximately MSEK 92. The costs will be fully recognized for in 2025. Social costs have been calculated based on a social tax rate of 20 percent. The program is cash-based and thus does not result in any dilution in the number of outstanding shares for Intrum's shareholders. No hedging measures are intended to be taken regarding the program’s financial exposure. Preparation of the proposal for LTIP 2025 The proposal for LTIP 2025 has been prepared by the remuneration committee and the board of directors. Other incentive programs in lntrum The share-based incentive programs LTIP 2023 and LTIP 2024 are currently outstanding. For a description of these and the Company's other incentive programs, reference is made to the annual reports for 2023 and 2024 (note 32) and the Company's website, www.intrum.com. | |
| Item 18 | Resolution regarding authorization for the board of directors to resolve on transfer of own shares for long-term incentive programs |
| The share-based incentive programs LTIP 2023 and LTIP 2024 are currently outstanding in Intrum. However, the Company is obligated to deliver shares only under the LTIP 2023 incentive program. For a description of these and the Company’s other incentive programs, reference is made to the annual reports for 2023 and 2024 (note 32) and the Company’s website, www.intrum.com.The board of directors of the Company proposes that the Annual General Meeting shall resolve to authorise the board of directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve on transfer of the Company’s own shares in accordance with the following:I. The Company cannot transfer more shares than the number of shares held by the Company at the time of the board's resolution. II. Transfer shall only be made on a regulated market or in a market corresponding to a regulated market outside the European Economic Area. III. Shares may only be transferred at a price per share within the registered price range at any given time. IV. Payment for the shares shall be made in cash. The reason for the board of directors’ proposal is that the Company shall have the opportunity to adjust the number of shares that are acquired to secure obligations (including costs for social security contributions) related to LTIP 2023. Majority requirements 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 19 | Resolution regarding authorisation for the board of directors to resolve on issue of shares, warrants and/or convertibles |
| The board of directors of the Company proposes that the Annual General Meeting resolves to authorize the board of directors, during the period up until the next Annual General Meeting, on one or more occasions, to resolve to issue shares, warrant and/or convertibles, with or without preferential rights for the shareholders, corresponding to not more than 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. | |
| Item 20 | Resolution regarding authorisation of the board of directors to resolve on transfer of own shares |
| The board of directors of the Company proposes that the Annual General Meeting resolves to authorise the board of directors, during the period until the next Annual General Meeting, on one or more occasions, to resolve on transfer of own shares in accordance with the following. Transfer on a regulated market: I. The Company cannot transfer more shares than the number of shares held by the Company at the time of the board's resolution. II. Transfer shall only be made on a regulated market or in a market corresponding to a regulated market outside the European Economic Area. III. Transfer of shares may only occur at a price per share within the registered price range at any given time. IV. Payment for the shares shall be made in cash.The board of directors may also, with or without preferential rights for shareholders, resolve on transfer of own shares in ways other than on Nasdaq Stockholm or another regulated market. Transfer may be made against cash payment, against consideration in assets other than cash, or through offsetting debt due to the Company's transfer against a claim on the Company. The board's resolution on transfer shall be executed within the time determined by the board of directors. Transfers shall be made at the best available price for the Company and may not exceed the number of own shares held by the Company at the time of the transfer. The purpose of the proposed authorisation is to: - promote a more efficient capital structure in the Company, which is deemed to have a positive impact on the price development of the Company's shares and thereby contribute to creating the greatest possible return for shareholders, - be able to continuously adapt the capital structure of the Company to the capital needs of the Company from time to time, thereby contributing to increased shareholder value; and - enable financing of acquisitions through payment with own shares.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, auditor's report, proxy form and other documents in accordance with the Swedish Companies Act (2005:551) will be available at the Company at Riddargatan 10, SE-114 35 Stockholm, Sweden and on the Company's website www.intrum.com no later than Tuesday 20 May 2025 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 May 2025
The Board f Directors of Intrum AB (publ)