Notice of Annual General Meeting of the shareholders in Intrum AB (publ)

The shareholders of Intrum AB (publ) are hereby summoned to the Annual General Meeting on Wednesday 24 April 2024, 14.00, at Grev Turegatan 30 (GT30), 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            be entered in the company’s register of shareholders kept by Euroclear Sweden AB (not nominee-registered) by Tuesday 16 April 2024; and

and             notify their intention to attend the meeting by Thursday 18 April 2024 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 [email protected] 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 Tuesday 16 April 2024. 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 Thursday 18 April 2024 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 holds 1,119,055 own shares.

Proposed 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 persons to certify the minutes (and to count votes)
6. Determination of whether the Meeting has been duly convened
7. a) Presentation of the Board’s and the Board Committees’ work
   b) Presentation by the CEO
8. 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 2023
9. Resolution on adoption of profit and loss statement and balance sheet and consolidated profit and loss statement and consolidated balance sheet
10. Resolution on appropriation of profit
11. Resolution regarding discharge of liability of the Members of the Board and the CEOs for the administration during 2023
12. Determination of the number of Board Members and Deputy Board Members
13. Determination of remuneration to the Board Members and fee to the auditor
14. Election of Board Members and Deputy Board Members as well as Chairman of the Board
15. Election of auditor
16. Resolution regarding approval of the remuneration report
17. Resolution regarding guidelines for remuneration and other terms of employment for key executives
18. Resolution regarding Long-term incentive program for 2024
19. Resolution regarding authorization for the Board to resolve on transfer of own shares for long-term incentive programs
20. Resolution regarding authorization for the Board to resolve on issue of new shares etc.
21. Proposed resolution by shareholder Sune Gunnarsson
22. Conclusion of the Meeting

The Nomination Committee’s proposals

In accordance with the resolution passed at the Annual General Meeting 2019, 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 2023. The shareholders have then appointed members to the Nomination Committee.

The Nomination Committee has consisted of:

Robert Furuhjelm	Cidron 1748 Sarl/Nordic Capital
Patricia Hedelius	AMF Tjänstepension & AMF Fonder
Helen Fasth Gillstedt	Handelsbanken Fonder

The Chairman of the Board, Magnus Lindquist, has been co-opted to the Committee.

Pia Gisgård, nominated by Swedbank Robur Fonder, was part of the Nomination Committee appointed in September 2023. Following Swedbank Robur Fonder’s divestment of its shareholding, Pia Gisgård stepped down from the Committee on 19 February 2024.

The Nomination Committee´s proposals

Item 2         Björn Kristiansson, KANTER Advokatbyrå, is proposed to be appointed Chairman of the Meeting.

Item 12       The Board is proposed to consist of seven (eight) 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 8,115,000 (7,700,000) which shall be distributed as follows:

• SEK 1,570,000 to the Chairman of the Board (unchanged)
• SEK 735,000 to each of the other Board members (700,000)
• SEK 400,000 to the Chair of the Audit Committee
• SEK 180,000 to each of the other two members of the Audit Committee
• SEK 400,000 to the Chair of the Risk Committee
• SEK 180,000 to each of the other two members of the Risk Committee
• SEK 95,000 to each of the three members of the Remuneration Committee
• SEK 140,000 to the Chair of the Transformation Committee
• SEK 95,000 to each of the other two members of the Transformation 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, Debra Davies, Geeta Gopalan, Andreas Näsvik, Philip Thomas and Ragnhild Wiborg, all for the period until the conclusion of the next Annual General Meeting.

Hans Larsson has 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 proposes that no dividend shall be distributed for the fiscal year 2023 and that available funds will be carried forward in the new accounts.

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 Executive Committee (“ExCo”). 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 2024. 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 deliver on the strategy presented at the Capital Markets Day in 2023 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, 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 ExCo a competitive total remuneration.

Long-term incentive programs (“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 2024 is excluded for the same reason, as well as similar programs to be adopted in the future. The LTIPs include the ExCo 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 strategy, including its sustainability.

Forms of remuneration

Remuneration within 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 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 ExCo, and consist primarily of financial results (on group level or country level/s, as applicable). Members of the ExCo may also have a smaller portion of targets linked to operational or non-financial metrics, such as Employee Engagement Index. The Board may decide to adjust the metric targets, apply similar evaluation metrics or apply discretion on an individual level within the otherwise stipulated constraints specified herein, 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 ExCo (except for the Chief Risk Officer, who is not eligible for STIP) the normal maximum STIP pay-out is 50 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 ExCo 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 agreements do not contain any right for the company to reclaim STIP pay-out.

One-off incentive program 2024

The Board intends to offer a separate cash-based incentive program for 2024. The incentive program is targeted towards a limited number of key employees, including the members of the ExCo. The performance period for the program is one year and the performance metrics for the incentive program are measured on the full year results for 2024, with potential pay-out during the first quarter of 2025. The maximum pay-out will be 50 percent of the Base salary.

The targets will relate to cost savings, servicing EBIT, servicing margins and similar metrics.

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 needs to be capped at an amount equal to two (2) times the individual’s Base Salary.

Pension benefits and other benefits

Intrum applies a retirement age of 65 for all members of the ExCo, unless otherwise follows from applicable local regulations.

For the CEO, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. STIP, LTIP and other variable programs do not constitute pensionable income. The pension premiums for premium defined pension shall not exceed 35 percent of the Base Salary.

For other ExCo 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 ExCo members with housing benefits, such benefits may not amount to more than 20 percent of the Base Salary.  For ExCo 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 agreed notice period may not exceed six months when noticed it given by the ExCo member and the ExCo member shall in that situation not be entitled to any severance payment.

Compensation for non-compete undertakings shall compensate for loss of income. The compensation shall not amount to more than 100 percent of the Base Salary at the time of termination of employment, unless otherwise provided by mandatory collective agreement provisions or local regulations, 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

When preparing these guidelines and when evaluating whether the guidelines and the limitations set out herein are reasonable, the Board has taken remuneration and other employment conditions for all other employees of the company into account. This has been done by reviewing e.g. total remuneration levels and employment terms within Intrum and remuneration increases 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 them to the Annual General Meeting. The guidelines shall be in force until new guidelines have been adopted by the Annual General Meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the ExCo, the application of the guidelines for the ExCo 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 company management. The CEO and other members of the company management 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.

Consultancy fees to members of the Board

If a member of the Board provides services to the company outside his/her work in the Board, the company may pay the Board member consultancy fees for such work. Such fees shall be market based and may not exceed the Board member’s Board fee, remuneration for committee work excluded.

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 include the following changes compared to the existing guidelines: the guidelines are applicable to the ExCo and not the (larger) Group Management Team, addition of a one-off incentive program for 2024 and inclusion of authority for the company to pay Board members fees for consultancy work outside their work in the Board.

The company has received a proposal from a shareholder that is included as a separate item on the agenda.

Information on remuneration resolved but not yet due and on derogations from the remuneration guidelines resolved by the Annual General Meeting 2023

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 2023 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 2024

The Board has decided to propose a long-term incentive program for 2024. The Board 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 Board proposes, in view of the above, that the Annual General Meeting resolves to implement a performance based long-term incentive program for 2024 (the "LTIP 2024") according to the following principal terms and conditions:

a) The program is proposed to include up to a maximum of 15 members of executive management and key employees in the Intrum Group, who are divided into three groups: the CEO ("Group 1"), three (3) members of the Executive committee (ExCo) ("Group 2"), other members of the ExCo and other key employees, eleven (11) individuals, ("Group 3"). Invitation to participate in the program shall be provided by lntrum as soon as practically possible after Annual General Meeting approval 2024.

b) Participants have the opportunity to receive Cash Compensation (”Cash Compensation”) that should be used to invest in Intrum Shares. The allocation of the Cash Compensation shall be based on a maximum value based on Annual Base Salary (“ABS”) at the offer date for each participant. The Cash Compensation may for each participant amount to a maximum of; for Group 1 equivalent to 250 percent of ABS, for Group 2 equivalent to 120 percent of ABS, and for Group 3 equivalent to 100 percent of ABS

c) To participate in the LTIP 2024, it is required that the participant makes a new investment – in addition to already held shares – in Intrum shares (”Qualification Shares”) during 2024. The number of Qualifying Shares required for participation shall be based on a specified percentage of ABS for each participant category mentioned above. For Group 1, this percentage is 20 percent of ABS, for Group 2 this percentage is 15 percent of ABS and for Group 3 this percentage is 10 percent of ABS.

d) To receive Cash Compensation under LTIP 2024 the participants must agree to the following terms:

1. The Cash Compensation, with deduction for tax, received shall be immediately used upon payout to acquire Intrum Shares (”Investment Shares”).
2. Qualification Shares and Investment Shares that the participant acquire under LTIP 2024 shall be held by the participant at least until 31 December 2026. The Board will continuously monitor participants retention of Investment Shares, and may at its discretion approve deviations from this requirement on a case by case basis.
3. The Board 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 2026.

e) Participation in LTIP 2024 presupposes that such participation can legally occur in the relevant jurisdictions.

f) In order to administer LTIP 2024, the Board 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, or the Remuneration Committee, shall be responsible for the preparation and management of the LTIP 2024, within the framework of the aforementioned terms and conditions.

Costs for the LTIP 2024

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 2024. 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 2024

The proposal for LTIP 2024 has been prepared by the Remuneration Committee and the Board.

Other incentive programs in Intrum

The share-based incentive programs LTIP 2022 and LTIP 2023 are currently outstanding. For a description of these and the company's other incentive programs, reference is made to the annual reports for 2022 and 2023 (note 36) and the company's website, www.intrum.com.

Item 19       Resolution regarding and authorization for the Board to resolve on transfer of own shares for long-term incentive programs

The share-based incentive programs LTIP 2022 and LTIP 2023 are currently outstanding. For a description of these and the company’s other incentive programs, reference is made to the annual reports for 2022 and 2023 (note 30) and the company’s website, www.intrum.com.

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 in accordance with the following:

1. 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).
2. Transfer shall only be made on a regulated market or in a market corresponding to a regulated market outside the European Economic Area.
3. 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.
4. 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 adjust the number of shares that are acquired to secure obligations (including costs for social security contributions) related to LTIP 2022 and LTIP 2023.

Majority requirement
The resolution of the Annual General Meeting 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 20       Resolution regarding authorization for the Board to resolve on issue of new shares etc.

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 ten (10) 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.

Item 21       Proposed resolution by shareholder Sune Gunnarsson 

The shareholder Sune Gunnarsson has requested that the following item shall be addressed at the Annual General Meeting:

That if the Board proposes, and if the Annual General Meeting decides, that no dividend shall be paid in 2024, then all bonus and incentive programs are stopped and resumed no earlier than the year after the Annual General Meeting has decided to again distribute a dividend.

__________________

Accounts and auditor’s report for the financial year 2023and the auditor’s statements in accordance with Chapter 8 Section 54 of the Swedish Companies Act, will not later than on Wednesday 3 April 2024 be held available at the company’s offices, 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.

_____________________

Stockholm in March 2024

The Board of Intrum AB (publ)