These guidelines concern remuneration and other employment benefits to individuals who, during the time that the guidelines apply, are part of the Loomis group management team, below referred to as the “group management”. Furthermore, these guidelines only apply to agreements entered into after the adoption by the AGM and to any changes in existing agreements after the AGM.

If a Board member performs work for Loomis in addition to the assignment as Board member, the Board member shall receive cash remuneration on market terms, with consideration given to the nature of the assignment and the work effort. Such remuneration is resolved by the Board of Directors (or, if provided by law, by the general meeting).

Remuneration under employments subject to other rules than Swedish may be duly adjusted to comply with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

The overall strategy of Loomis is to lead the transition of cash management in society. One aspect of this strategy is that Loomis shall maintain and evolve the Loomis way of working by developing and stimulating new capabilities and skills. This, in turn, requires that Loomis is able to attract and keep competent management employees. For that reason, Loomis is working on the basis of the fundamental principle that remuneration and other terms of employment to group management are to be competitive and on market terms, which is made possible by these guidelines. Thus, these guidelines are expected to contribute to fulfilling Loomis’ business strategy, long-term interests and sustainability. Further information regarding Loomis’ business strategy is available on Loomis’ website, www.loomis.com.

The total remuneration to members of group management shall consist of fixed salary, variable remuneration, pensions and other benefits, as further elaborated in the section “Principles of different types of remuneration” below. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

As per the time of this proposal for guidelines, Loomis has a two-year incentive program, resolved by the annual general meeting 2020, through which approximately 350 of Loomis key-employees, including the group management, have the opportunity to receive a certain part of the bonus in shares. Such shares will be finally allocated to participants in 2022. Loomis also has an incentive program for long-term variable share-based remuneration for the group management and certain key-employees, resolved by the extraordinary general meeting 2018. Furthermore, the Board of Directors has proposed for the AGM to resolve on a new incentive program for long-term variable share-based remuneration for the group management and certain key-employees, and has also announced its intention to propose corresponding incentive programs at future AGMs.

Since the incentive programs mentioned above are subject to approval by the general meeting, they are excluded from these guidelines. The performance criteria used to assess the outcome are distinctly linked to the business strategy and thereby to the company’s long-term value creation, including its sustainability. For the two-year program, this includes earnings per share, specific profit targets for different profit units and individual performance targets. For the long-term share save based incentive programs, the performance criteria includes earnings per share and it is also conditional upon the participant’s own investment and a holding period of several years. For more information regarding the above-mentioned programs, please refer to Loomis’ website www.loomis.com.

Fixed salary

The fixed salary for the group management is to be competitive and on market terms and based on the individual executive’s area of responsibility, powers, competence and experience.

Variable remuneration
In addition to a fixed basic salary, the group management may also receive a variable remuneration, which is to be based on the outcome in relation to financial goals and growth targets within the individual area of responsibility (group, region or subsidiary). Variable remuneration may also be linked to individual performance targets. All variable remuneration shall be in accordance with the interests of the shareholders and is thereby expected to contribute to Loomis’ business strategy, long-term interests and sustainability. For the CEO, the variable remuneration shall amount to a maximum of 100 percent of the total fixed cash salary during the measurement period for the criteria for awarding variable cash remuneration. For other individuals of the group management, the variable remuneration shall amount to a maximum of 112 percent of the total fixed cash salary during the measurement period for the criteria for awarding variable cash remuneration.

The Remuneration Committee shall, for the Board of Directors, prepare, monitor and evaluate matters regarding variable cash remuneration to the group management. Ahead of each measurement period for the criteria for awarding variable cash remuneration, which can be one or several years, the Board of Directors shall, based on the work of the Remuneration Committee, establish which criteria that are deemed to be relevant for the upcoming measurement period. After a measurement period has ended, it shall be determined to which extent the criteria have been satisfied. The Remuneration Committee is responsible for the assessment regarding variable remuneration to the CEO. With respect to variable remuneration to other members of group management, the CEO is responsible for the assessment, after consulting the Remuneration Committee. Evaluations regarding fulfillment of financial targets shall be based on established financial information for the relevant period.

Variable cash remuneration can be paid after the measurement period has ended or be subject to deferred payment. The Board of Directors shall have the possibility, under applicable law or contractual provisions, subject to the restrictions that may apply under law or contract, to in
whole or in part reclaim variable remuneration, for example when it has been paid on incorrect grounds.

Pension
The pension rights of the group management shall be applicable as from the age of 65, at the earliest, and shall, to the extent the group management is not subject to pension benefits pursuant to collective agreements (ITP-plan), be provided pursuant to a defined contribution pension plan equivalent to maximum 30 percent of the fixed annual salary. For members of the group management who are not subject to collective agreements (ITP-plan), variable remuneration shall not be pension qualifying.

Other benefits
Other benefits, such as company car, life insurance, supplementary health insurance or occupational health service are to be provided to the extent this is considered to be on market terms in the market concerned for each member of the group management. Premiums and other costs relating to such benefits may amount to not more than 10 percent of the fixed cash salary. Furthermore, housing allowance benefit may be added in line with Loomis’ policy. Costs relating to housing allowance benefit may amount to not more than 25 percent of the fixed cash salary. Premiums and other costs relating to other benefits and housing allowance benefit may, however, amount to not more than 30 percent of the fixed cash salary.

Members of the group management are to be employed until further notice. At dismissal, the notice period for the group management is to amount to a maximum of 12 months with a right to redundancy payment after the end of the notice period, equivalent to a maximum of 100 percent of the fixed salary for a period not exceeding 12 months. At resignation, the notice period shall amount to maximum 6 months, without a right to redundancy pay.

Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to redundancy pay. The remuneration shall amount to not more than 60 percent of the monthly income at the time of termination of employment and be paid during the time the non-compete undertaking applies, however not for more than 12 months following termination of employment.

The Remuneration Committee prepares matters regarding salaries and other terms of employment for the group management, which includes preparing the Board of Directors’ resolution on proposal for guidelines for remuneration to group management. The Committee has no authority to decide but merely presents its proposal to the Board of Directors for adoption. Resolution on remuneration to the CEO is made by the entire Board of Directors. For other members of the group management, the decision is made by the CEO after consultation with the Remuneration Committee.

The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the annual general meeting for resolution. The guidelines shall be in force until new guidelines are adopted by the general meeting.

In the preparation of the Board of Directors’ proposal for these guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to the group management and remuneration to other employees will be disclosed in the remuneration report.

The Board of Directors may 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 of Directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.