The shareholders of Securitas AB are hereby invited to attend the Annual General Meeting (“AGM”) to be held at 4 p.m. CET on Monday 7 May 2012 in Grünewaldsalen, Konserthuset, entrance from Kungsgatan 43, Stockholm. Registration for the AGM begins at 3 p.m. CET.
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the AGM must:
(i) be recorded in the share register maintained by Euroclear Sweden AB, made as of Monday 30 April 2012;
(ii) notify Securitas AB of their intent to participate in the AGM at the address: Securitas AB, ”AGM”, P.O. Box 7842, SE-103 98 Stockholm, Sweden, by telephone +46 10 470 31 30 or via the company website www.securitas.com/agm2012, by Wednesday 2 May 2012, at the latest. On giving notice of attendance, the shareholder shall state name, personal identity number or equivalent (corporate identity number), address and telephone number. A proxy form is available on the company website www.securitas.com/agm2012 and will be sent by mail to shareholders informing the company of their address and their wish to receive a copy of the proxy form. Proxy and representative of a legal person shall submit papers of authorisation prior to the AGM. As confirmation of the notification,SecuritasAB will send an entry card to be presented at registration for the AGM.
In order to participate in the proceedings of the AGM, owners with nominee-registered shares must request their bank or broker to have their shares temporarily owner-registered with Euroclear Sweden AB. Such registration must be made as of Monday 30 April 2012 and the banker or broker should therefore be notified in due time before said date.
Proposal for Agenda
(a) the Annual Report and the Auditor’s Report and the Consolidated Financial Statements and the Group Auditor’s Report,
(b) the statement by the auditor on the compliance with the guidelines for remuneration to management applicable since the last AGM, and
(c) the Board’s proposal for appropriation of the company’s profit and the Board’s motivated statement thereon.
9. Resolutions regarding
(a) adoption of the Statement of Income and the Balance Sheet and the Consolidated Statement of Income and the Consolidated Balance Sheet as per 31 December 2011,
(b) appropriation of the company’s profit according to the adopted Balance Sheet,
(c) record date for dividend, and
(d) discharge of the Board of Directors and the President from liability for the financial year 2011.
10. Determination of the number of Board members.
11. Determination of fees to Board members and auditors.
12. Election of Board members.
13. Election of auditors.
14. Election of members of the Nomination Committee.
15. Determination of guidelines for remuneration to executive management.
16. Resolutions regarding the implementation of an incentive scheme, including hedging measures through the entering into of a share swap agreement.
17. Closing of the Meeting
Election of Chairman of the Meeting (item 2 on the agenda)
The Nomination Committee elected by the AGM 2011 consisting of Gustaf Douglas (Investment AB Latour, etc.), Mikael Ekdahl (Melker Schörling AB), Jan Andersson (Swedbank Robur Fonder), Per-Erik Mohlin (SEB Fonder) and Henrik Didner (Didner & Gerge) has proposed that Melker Schörling, Chairman of the Board, shall be elected Chairman of the AGM 2012.
Proposal for Dividend (items 9 (b) and (c) on the agenda)
The Board proposes that a dividend of SEK 3 per share be declared. As record date for the dividend, the Board proposes 10 May 2012. If the AGM so resolves, the dividend is expected to be distributed by Euroclear Sweden AB starting 15 May 2012.
Proposals for Election of Board Members and Auditors and Resolution regarding Fees to the Board Members and the auditor (items 10-13 on the agenda)
At the AGM 2012, the Nomination Committee will, in connection with the election of Board members, the auditors and resolution regarding fees to the Board Members and the auditor, present and motivate the below proposals and also report on its activities. In connection with the notice, the reasoned statement of the Nomination Committee will be held available at the company website, www.securitas.com/agm2012.
The Nomination Committee has proposed the following:
The number of Board members shall be eight, with no deputy members. The Nomination Committee proposes re-election of the Board members Fredrik Cappelen, Carl Douglas, Marie Ehrling, Annika Falkengren, Alf Göransson, Fredrik Palmstierna, Melker Schörling and Sofia Schörling-Högberg, for the period up to and including the AGM 2013, with Melker Schörling as Chairman of the Board.
As auditors, the Committee proposes the re-election of the auditing firmPricewaterhouseCoopersAB, with authorized public accountant Peter Nyllinge as auditor in charge, for a period up to and including the annual general meeting for 2013. The auditor’s fees are proposed to be paid as per agreement.
Fees to the Board members for the period up to and including the AGM 2013 shall amount to SEK 4,700,000 in total (including fees for committee work) to be distributed between the Board members as follows: the Chairman of the Board shall receive SEK 1,000,000, the Deputy Chairman shall receive SEK 750,000 and each of the other Board members, except the President, shall receive SEK 500,000. As consideration for the committee work, the Chairman of the Audit Committee shall receive SEK 200,000, the Chairman of the Remuneration Committee shall receive SEK 100,000, the members of the Audit Committee each SEK 100,000 and the members of the Remuneration Committee each SEK 50,000.
Proposal for Election of Members of the Nomination Committee (item 14 on the agenda)
Shareholders jointly representing approximately 28 per cent of the shares and approximately 49 per cent of the votes in the company propose the AGM to adopt the following resolution:
The Nomination Committee in respect of the AGM 2013 shall have five members. Gustaf Douglas (Investment AB Latour, etc),Mikael Ekdahl(Melker SchörlingAB), Jan Andersson (Swedbank Robur Funds) and Henrik Didner (Didner & Gerge) shall be re-elected and Johan Ståhl (Lannebo Fonder) shall be elected new member. Gustaf Douglas shall be elected Chairman of the Nomination Committee. If a shareholder, represented by a member of the Nomination Committee, is no longer one of the major shareholders of Securitas, or if a member of the Nomination Committee is no longer employed by such shareholder, or for any other reason leaves the Committee before the AGM 2013, the Committee shall have the right to appoint another representative of the major shareholders to replace such member.
Proposal for Guidelines for Remuneration to Management (item 15 on the agenda)
The Board’s proposal for guidelines for remuneration to management principally entails that the total remuneration shall be competitive and in accordance with market conditions. The benefits shall consist of fixed salary, possible variable remuneration and other customary benefits and pension. The variable remuneration shall have an upper limit and be related to the fixed salary. The variable remuneration shall be based on the outcome in relation to set targets and be in line with the interests of the shareholders. Pension benefits shall be fee-based and pension rights shall be applicable as from the age of 65, at the earliest. The variable remuneration shall not be pension qualifying unless local regulations provide otherwise. The Board shall have the right to deviate from the guidelines in individual cases if there are particular grounds for such deviation.
Proposal for Incentive Scheme (item 16 on the agenda)
Background and motives
The AGM for 2010 and 2011 both adopted a share related incentive scheme for the Securitas group. Although it is still too early to finally evaluate the effects of the programs of the two previous years, the Board notes that the program has been well received throughout the organization and that the first release of shares in the 2010 incentive scheme has now taken place. In keeping with the Board’s communicated intention when the 2010 and 2011 programs were proposed, the Board therefore proposes that a similar incentive scheme be adopted by the AGM in 2012.
The motive for the proposal is the Board’s intention to continue with the redesigned bonus structure to enable the group to gradually have approximately 2,500 of Securitas top managers as shareholders, thus strengthening the employee ownership in Securitas’ future success and development to the benefit of all shareholders. The Board is of the opinion that these benefits may be achieved by continuing to provide a share related part in the existing performance-based cash bonus schemes. It is the assessment of the Board that the scheme will also increase the group’s attractiveness as an employer.
The proposal principally entails that 1/3 of any annual bonus earned under the performance based cash bonus schemes would be converted into a right to receive shares, with delayed allotment and subject to continued employment.
(a) Implementation of an incentive scheme
The Board proposes that the AGM resolves on a share and cash bonus scheme for 2012 in accordance with the following main principles (the “Incentive Scheme”). Approximately 2,500 Securitas employees now participating in the Securitas cash bonus schemes will participate in the Incentive Scheme and thereby be entitled to receive a part of the yearly bonus in the form of shares in Securitas, provided that certain predetermined and measurable performance targets, which currently apply under the cash bonus schemes, are met.
The principles already applicable under the existing share related incentive scheme, will continue to apply. The existing principles include clearly measurable, performance based targets that are set as close to the local business as possible and aim for long term profitability of the group. The performance targets vary depending on the position of the employee, but are as a principle based on year-on-year improvement of the operating result (“EBITA”) in the area of responsibility. In some entities such principle could be in combination with organic sales growth compared to the previous year and as of 2012, in principle all operative personnel at relevant levels in all regions also have targets based on improvement of cash flow. For the employees of the parent company, the performance is measured based on year-on-year, real improvement of earnings per share (“EPS”). Normally, no incentives are measured against budgets, but compared to the preceding year’s actual operating results. The performance improvement compared to last year’s actual, which is required to achieve maximum bonus, varies for different entities throughout the Group.
Provided that the applicable performance criteria are met, the yearly bonus will be determined at the outset of 2012 and be payable by (i) 2/3 in cash at the outset of 2013 and (ii) 1/3 in shares of series B (the “Bonus Shares”) at the outset of 2014. The number of shares to which each participant will be entitled shall be determined by the ratio between the available bonus and the share price at the time of determination of the bonus. Distribution of Bonus Shares in accordance with (ii) is subject to the following two conditions: (1) if the total accrued bonus amounts to less than EUR 3,900, the whole bonus will be paid out in cash in accordance with (i) above, and (2) the employee must remain employed by Securitas as of the last day of February 2014, except where an employee has left his/her employment due to retirement, death or long-term disability, in which case the employee shall have a continued right to receive Bonus Shares.
Prior to the distribution of Bonus Shares, the employee will not be awarded any shareholder rights (e.g. voting rights or rights to dividend) connected to the Bonus Shares. At distribution of the Bonus Shares, the employee shall however be entitled to additional shares up to a value corresponding to any dividend decided per share corresponding to the total number of Bonus Shares during the period from payment of the cash bonus until distribution of the Bonus Shares. The Board shall be entitled to resolve on a reduction of the distribution of Bonus Shares if distribution in accordance with the above conditions – considering Securitas’ result and financial position, other circumstances regarding the group’s development and the conditions on the stock market – would be clearly unreasonable. Participation in the Incentive Scheme presumes that such participation is lawful and that such participation in Securitas’ opinion can take place with reasonable administrative costs and economic efforts. The Board shall however be entitled to implement an alternative incentive solution for employees in such countries where participation in the Incentive Plan is not advisable, which alternative solution shall, as far as practically possible, correspond to the terms of the Incentive Scheme.
The Board shall be responsible for the particulars and the handling of the Incentive Scheme within the frame of the above principal guidelines and shall also be entitled to make such minor adjustments which may prove necessary due to legal or administrative circumstances.
(b) Hedging Measures
In order to enable the delivery of Bonus Shares in accordance with the Incentive Scheme, the Board of Directors proposes that the AGM, similar to previous years, approves the hedging of the delivery of the shares to the employees by Securitas entering into a share swap agreement with a third party, whereby the third party in its own name shall acquire and transfer shares in the company to employees participating in the scheme. The cost for the swap are estimated not to exceed 0,3 per cent on the share purchase cost which would correspond to SEK 372 000 assuming a purchase of 2 000 000 shares at SEK 62.
Resolutions and voting majority
The proposals according to (a) and (b) above shall be adopted as one single resolution and must be supported by shareholders representing more than half of the votes cast, or, in case of equal voting, by the opinion supported by the Chairman of the AGM.
Effect on important key ratios
The number of shares inSecuritasABamounts to 365,058,897. The Incentive Scheme may lead to acquisition of a maximum of 2 000 000 shares, which is equivalent to 0.55 per cent of the total number of outstanding shares and 0.38 per cent of the total number of votes in Securitas. In view of the proposed swap agreement, there will be no impact on the earnings per share, other than the increased costs that the Incentive Scheme could cause.
C. AVAILABLE DOCUMENTATION ETC.
The following documentation will be available at the company and on the company website www.securitas.com/agm2012 at the latest as from 16 April 2012 and will also be available at the AGM: (i) the accounting material and the Auditor’s Report, including the Board’s proposal for guidelines for remuneration to management, (ii) the statement of the auditor on the compliance of the guidelines for remuneration to management applicable since the last AGM, (iii) the complete proposal by the Board with respect to appropriation of profit and the Board’s motivated statement thereon, and (iv) the complete proposal of the Board with respect to the Incentive Scheme. In addition hereto, copies of the documentation will be sent to the shareholders who so request, indicating their mailing address.
D. INFORMATION AT THE AGM
The Board and the President shall, if a shareholder so requests and the Board considers that this can be done without significant harm to the company, give information on such circumstances that may affect the assessment of a matter on the agenda, circumstances that may affect the assessment of the financial situation of the company or its subsidiaries and the company’s relationship with another group company. Anyone who wishes to present a question in advance may do so toSecuritasABat the same mail address which has been stated above for the notifications to attend the AGM.
E. NUMBER OF SHARES AND VOTES IN THE COMPANY
At the date of this notice, the total number of shares in the company amounts to 365,058,897, of which 17,142,600 are shares of series A and 347,916,297 shares of series B. Each series A share entitles the holder to ten votes and each series B share entitles the holder to one vote. The total number of votes in the company amounts to 519,342,297.
The company holds no shares in the company.
Stockholmin March 2012
Securitas is a knowledge leader in security, focusing on providing security solutions to fit each customer's needs in 50 countries in North America, Europe, Latin America, Middle East, Asia and Africa. Everywhere from small stores to airports, our 300,000 employees are making a difference.
SecuritasAB discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 16.30 (CET) on March 26, 2012.
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