Intrum — AGM Information 2015

Mar 12, 2015

This documen discrepancies nt is an unoffici s between this d ial translation o document and th of the correspon he Swedish vers nding Swedish d sion, the latter s document. In th shall prevail. he event of any

Notice of Justitia A Annual Ge AB (publ) eneral Mee eting of the sharehold ders in Intru um

The shareh General Me torg, Stockh olders of Intr eeting on Wed holm, Swede rum Justitia A dnesday 22 A n. Coffee is s AB (publ) are April 2015, at served from 2 e hereby sum 3.00 p.m. at O 2.00 p.m. moned to the Operaterasse e Annual en, Karl XII:s

Participatio on

Shareholder rs who wish to o participate at at the Annual G General Meeti ing shall

• be Eur 16 recorded as sh roclear Swede April 2015, a hareholders in en AB (the Sw nd n the register o wedish Centra of shareholder l Securities D rs maintained epository) on by n Thursday,
• not Thu tify the compa ursday, 16 Ap any of their in pril 2015. ntention to par rticipate in the Meeting no l later than on

The notifica Stockholm, shall include ation shall be m by e-mail to a e: made in writin agm@intrum.c ng to Intrum J com or by pho Justitia AB, "Å one +46 (8) 6 Årsstämma", 1 16 77 00. The 105 24 e notification

• nam me
• per rsonal identity y number / reg gistration num mber
• add dress
• tele ephone numbe er (daytime)
• reg gistered shareh holding
• info formation on p potential assist tants (maximu um two)
• wh here applicable e, information n on deputies o or representati ives

Shareholder signed proxy Attested cop evidencing t legal entity. rs represented y to the comp pies of the cer the authority t A proxy form by proxy shal any in origina tificate of reg to issue the pr m is available o ll send the wr al in ample tim gistration (or e roxy, shall be on the compan ritten, dated an me before the equivalent auth enclosed if th ny's website, nd by the shar annual genera horization doc e proxy is issu www.intrum. reholder al meeting. cuments) ued by a .com.

Shareholder General Me registration 2015. This m nominee we rs whose share eting, tempora shall be effect means that sha ell in advance es are nominee arily register t ted by Eurocl areholders wh of 16 April 20 e-registered sh the shares in t ear Sweden A ho wish to mak 015. hall, in order t the shareholde AB not later th ke such registr to participate er's own name han on Thursda ration must no at Annual e. Such day, 16 April otify the

Personal dat by Euroclea voting list fo ta obtained fro ar Sweden AB or the Annual om notificatio will be used General Mee ons, proxies an for the necess eting. nd from the sh sary registratio hare register m on and prepara maintained ation of the

The shareho Managing D 32 of the Sw olders are rem Director at the wedish Compa inded of their Annual Gene anies Act. r right to ask q eral Meeting in questions to th n accordance he Board and t with Chapter the 7, Section

There are in total 77,360,944 shares and votes in the company at the time of the notice. At the day of adoption of the notice the company held 3,854,910 own shares.

Proposed Agenda

• $\mathbf{1}$ Opening of the Meeting
• $\overline{2}$ Election of Chairman of the Meeting
• $\overline{3}$ Preparation and approval of the voting list
• $\Delta$ Approval of the agenda
• 5 Election of persons to attest the accuracy of the minutes (and to count votes)
• 6 Determination of whether the Meeting has been duly convened
• $\overline{7}$ a) Presentation of the Board's and the Boards' Committees' work
• b) Presentation by the Managing Director
• 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 2014
• 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
• Resolution regarding discharge from liability of the Members of the Board and the 11 Managing Director for the administration during 2014
• $12₁₂$ Determination of the number of Board Members and Deputy Board Members. In connection hereto, a report on the work of the Nomination Committee
• 13 Determination of remuneration to the Members of the Board and fee to the auditor
• 14 Election of Board Members and Deputy Board Members as well as Chairman of the Roard
• 15 Election of auditor
• Resolution regarding the Nomination Committee prior to the Annual General 16 Meeting 2016
• Resolution regarding guidelines for remuneration and other terms of employment for 17 key executives
• Amendment to the Articles of Association 18
• 19 Proposal by the Board to a) Reduce the share capital by way of cancellation of repurchased own shares b) Increase the share capital by way of a bonus issue
• 20 Authorisation for the Board to resolve on acquisition and transfer of own shares
• $21$ Conclusion of the Meeting

Nomination Committee

The company's Nomination Committee consist of:

Johan Strandberg (Chairman)	SEB Fonder

• Mats Gustafsson
• Lannebo Fonder
• Frank Larsson

Handelsbanken Fonder AMF & AMF Fonder

Anders Oscarsson Håkan Berg

Swedbank Robur Fonder

Lars Lundquist, Chairman of the Board, has been co-opted into the Nomination Committee.

Proposals b by the Nomin nation Comm ittee

• Item 2 Lars Lun dquist is prop posed to be app pointed Chair rman of the M Meeting.
• Item 12 The board Deputy B d is proposed Board Member to consist of s rs. seven (7) Boa ard Members w with no
• Item 13 The remu elected by (3,520,00 uneration to th y the AGM) i 00) and distrib he Board and f s proposed to buted as follow for Committee amount to a t ws: e work (to Me total of SEK 3 embers 3,605,000
• SEK 86 65,000 to the Chairman of t the Board (84 40,000)
• SEK 36 60,000 to each h of the other Board Memb ers (350,000) )
• SEK 17 70,000 to the Chairman of t the Audit Com mmittee (unch hanged)
• SEK 85 (uncha 5,000 to each nged) of the other tw wo Members of the Audit C Committee
• SEK 80 Comm 0,000 to each ittee (unchang of the three M ged) Members of th he Remunerati ion

Fee to the a invoice. auditor is prop posed to be pa aid in accordan nce with appro oved

Item 14 It is propos Synnöve Tr Wiborg, all Meeting. ed to re-elect rygg, Fredrik l for the period Lars Lundqui Trägårdh and d until the con ist, Matts Ekm d Magnus Yng nclusion of the man, Charlotte gen and to elec e next Annual e Strömberg, ct Ragnhild l General

Joakim Rub bin has declin ned re-election n.

The Nomin Chairman o General Me nation Commit of the Board fo eeting. ttee further pr for the period u roposes to re-e until the concl elect Lars Lun lusion of the n ndquist as next Annual

• Item 15 It is propos authorised a the conclus ed to re-elect auditor Erik Å ion of the nex the accountin Åström as the xt Annual Gen ng firm Ernst & auditor in cha neral Meeting. & Young AB, arge, for the pe . , with the eriod until
• Item 16 The Nomin principles f General Me substantiall nation Commit for appointmen eeting 2016 an ly in accordan ttee proposes nt of a Nomin nd regarding t nce with the fo that the Meet nation Commi the work for th ollowing: ing resolves u ttee prior to th he Nomination upon he Annual n Committee

that the Ch the compan request to a its respectiv the right to hairman of the ny based on th appoint one M ve Member. If co-opt one ad e Board shall c he number of v Member each to f so requested dditional Mem convene the fi votes held at t o the Nominat d, the Nominat mber. ive largest sha he end of Aug tion Committe tion Committe areholders of gust that ee to appoint ee shall have

that the No Members. N be Member omination Com Not more than rs of the comp mmittee's wor n two of the N pany's Board. rk shall be cha Nomination Co The Chairman aired by one o ommittee's Me n of the Board of its embers may d shall

present any matters regarding the Board's work that may be of importance for the Nomination Committee's work, including, in relevant parts, inter alia an evaluation of the work of the Board and the requirements and specific skills to be represented by the Board Members;

that individual shareholders in the company shall have the possibility to propose Members of the Board to the Nomination Committee for further assessment within its scope of work;

that information regarding the composition of the Nomination Committee shall be presented on the company's website not later than six months before the Annual General Meeting 2016;

that the Nomination Committee shall have the right to charge the company for the costs of recruitment, if this is deemed necessary to obtain an adequate selection of candidates for the Board:

that, in accordance with the requirements of the Swedish Corporate Governance Code, the Nomination Committee shall on the company's website present a motivated statement with respect to their proposal regarding Board composition in connection with the issue of notice to General Meeting; and

that the Nomination Committee shall prepare proposals in the below listed matters to be presented to the Annual General Meeting in 2016 for resolution:

• proposal for chairman of the Annual General Meeting.
• proposal for number of Board Members.
• proposal for Board Members,
• proposal for Chairman of the board,
• proposal for auditor.
• proposal for remuneration to the Chairman of the Board, to each of the other Board Members and fee to the auditor,
• proposal for compensation for Committee work, to the Chairman of the relevant Committee and to each of the Committee's other Members, and
• proposal for principles regarding electing a new Nomination Committee and the Nomination Committee's work.

Proposals by the Board

Item 10 Resolution on appropriation of profit

The Board and the Managing Director propose that the profits at the disposal of the Annual General Meeting, consisting of share premium reserve of SEK 111,255,873, fair value reserve of SEK -985,733,646, accumulated profits of SEK 2,236,109,083 and the result for the year of SEK 83,105,804 in total amounting to SEK 1,444,737,114 is appropriated so that SEK 7.00 per share, corresponding to in total SEK 514,542,238 ^$1$ is distributed to the

^<sup>1 Calculated on 73.506.034 shares (the company's own shares not included). The amount will be adjusted due to the ongoing repurchase program. The final amount will be included in the Boards complete proposal, which will be held available on the company's website no later than three weeks prior to the Meeting.

shareholders and that the remaining balance corresponding to SEK 930.194.876 $^2$ is carried forward.

As record day for the dividend, Friday, 24 April 2015 has been proposed. If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid out via Euroclear Sweden AB on Wednesday, 29 April 2015.

Item 17 Resolution regarding guidelines for remuneration and other terms of employment for key executives

The Board proposes that the guidelines are approved by the Meeting to apply for the time up until the Annual General Meeting 2016. The complete proposal is processed by the Board and the Remuneration Committee of the Board and will be held available on the company's website no later than April 1, 2015.

The total remuneration shall be competitive in every market where Intrum Justitia is active, so that competent and skilful employees can be attracted, motivated and retained. New pension plans shall be defined contributionbased and the size of the pensionable salary shall be capped.

The cost for short-term variable salary programmes to the Managing Director and other key executives in 2015 is estimated not to exceed SEK 12.2 million, excluding social security charges.

Item 18 Amendment to the Articles of Association

The board proposes that the Annual General Meeting resolves to amend the Articles of Association with the effect:

• that the share capital shall be not less than SEK 1,300,000 and not more than SEK 5.200.000.
• that the number of shares shall be no less than 65,000,000 and no more than 260,000,000.
• the company shall only have one class of shares (the unutilized possibility to issue 10,000,000 shares of series C with limited voting rights is thus proposed to be deleted), and
• that General Meetings may also be held in the municipality of Nacka.

A 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 Meeting.

Item 19 Reduction of the share capital by way of cancellation of repurchased own shares and increase of the share capital by way of a bonus issue

a) Reduction of the share capital by way of cancellation of repurchased own shares

^<sup>2 Calculated on 73.506.034 shares (the company's own shares not included). The amount will be adjusted due to the ongoing repurchase program. The final amount will be included in the Boards complete proposal, which will be held available on the company's website no later than three weeks prior to the Meeting.

The Board capital with made by ca company b Meeting 20 have repurc as decided b proposed to will be held h a total of n ancellation of by virtue of 014 (the reduc chased as of 3 by the Meetin o be cancelled d available not t the Meeting not more than not more than the authorisa ction relates t 31 March 2015 ng. The exact d will be pre t later than 1 A resolves to re SEK 77,099 n 3,854,910 ³ ation granted o all own sha 5) to be transf reduction amo sented in the April 2015. educe the com 3 . The reduc shares repurc by the Ann ares that the c ferred to a fun ount and num complete pro mpany's share ction shall be chased by the nual General company will nd to be used mber of shares oposal which

The resolu amendment ution regardi t of the Article ing reduction es of Associat n of the sh tion. hare capital requires an

b) Increase of the share c capital by way y of bonus issu ue

With the pu the share c value, the resolves to correspondi way of can issued in co presented in 1 April 201 .proposes that urposes to res capital as set Board propos increase the s ing to not less ncellation of sh onnection with n the complete 5. store the share out above an ses that the a share capital b s than the amo hares as set o h the bonus is e proposal wh e capital after nd for adjustm annual genera by way of a bo ount the share out in a) abov ssue. The exac hich will be he the proposed ment of the s al meeting sim onus issue wit capital is redu e. No new sh ct increase am eld available n d reduction of share's quota multaneously th an amount duced with by hares shall be mount will be not later than

The Board to make suc to register t or Euroclea resolutions. of Directors o ch minor adju the resolution ar Sweden AB .s by the Meet or the person a ustments to th ns with the Sw B and to take appointed by he above resol wedish Compa e the measure the Board sha lutions as may anies Registra es required to all be entitled y be required ration Office o execute the

Resolutions adopted as supported b represented s a joint res by not less tha d at the Meetin ting in accorda solution. A r an two-thirds ng. ance with item resolution sha of both the vo m 19a) – b) ab all be valid otes cast and bove shall be only where of the shares

Item 20 Authorisati shares on to the Boar ard to resolve o on acquisition n and transfer of own

In order to Annual Gen company an the Board th give the Boar neral Meeting nd thereby cre hat: rd flexibility to g, resolve upon eate an increas o, during the p n changes of t sed sharehold period until th the capital stru er value it is p he next ucture of the proposed by

that the An until the ne on acquisiti company, a nnual General xt Annual Ge ion of own sha at any given tim Meeting auth eneral meeting ares in total c me, which do horises the Boa g and on one o orresponding oes not exceed ard to, during or more occasi to a holding b 10 per cent o g the period ions, resolve by the of all shares

³ The amount w Boards comple to the Meeting. will be adjusted d ete proposal, whic ue to the ongoing ch will be held av g repurchase prog vailable on the co gram. The final am mpany's website mount will be inc no later than thre cluded in the ee weeks prior

in the company. Repurchase of shares shall be made on Nasdaq Stockholm and only at a price which is within the interval at any time recorded and this shall refer to the interval between the highest buying price and the lowest selling price; 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.

A 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 Meeting.

Accounts and auditor's report for the financial year 2014, the Nomination Committee's complete proposals regarding items 14, 15 and 16, the Board's complete proposals regarding items 17, 18, 19 and 20, the Board's motivated statements in accordance with Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act, the Board's statement in accordance with Chapter 20, Section 13 of the Swedish Companies Act and the auditor's statements in accordance with Chapter 20, Section 14 and Chapter 8, Section 54 of the Swedish Companies Act of whether the Board's guidelines for remuneration to key executives have been applied will not later than 1 April 2015 be held available at the company at Hesselmans Torg 14 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.

Stockholm in March 2015

The Board of Intrum Justitia AB (publ)