Extraordinary general meeting of shareholders of Securitas AB (publ)
Tuesday, December 01, 1998
Notice of attendance, etc.
Shareholders who wish to attend the General Meeting must:
(i) be recorded in the Share Register maintained by the Securities Register Centre (Värdepapperscentralen VPC AB), not later than Monday, December 7, 1998; and
(ii) notify Securitas AB of their intent to participate in the Meeting, not later than 4.00 p.m., Monday, December 14, 1998, by mail to Securitas AB, Box 12307, SE-102 28 Stockholm, Sweden, or by telephone + 46 8 657 74 00 or telefax +46 8 657 70 72. When giving notice, the shareholder should state name, regi-stration number (or equivalent), address and telephone number. Proxies and other powers of attorney shall be presented to the Company well in advance of the Meeting. Receipt of notification will be confirmed by Securitas AB's for-warding of an attendance-card, which is to be presented upon entry to the Meeting.
To be entitled to participate in the General Meeting, owners of shares registered in the name of a trustee must have their shares temporarily registered in their own names. Shareholders who have trustee-registered shares should request the bank or broker holding the shares to request owner-registration, so called voting-right registration, prior to Monday, December 7, 1998.
The following matters will be dealt with at the Meeting:
1. Election of Chairman of the Meeting.
2. Preparation and adjustment of the voting list.
3. Election of one or two persons to attest to the correctness of the minutes.
4. Examination of whether or not the Meeting has been duly convened.
5. The Board of Directors' proposal that the General Meeting should resolve to sell all shares in Securitas AB's (Securitas) wholly owned subsidiary TeleLarm Care AB (Care) to the shareholders of Securitas. It is proposed that shareholders of Securitas holding up to and including 1,000 shares will be offered the opportunity to acquire ten shares in Care and those holding in excess of 1,000 shares the opportunity to acquire one Care-share for every one hundred shares or part thereof held. No fewer than ten shares may be acquired by any shareholder. The shares will be offered at SEK 98.50 each, which is their estimated fair market value. Shares of series A in Securitas should entitle the shareholder to acquire shares of series A in Care, and shares of series B in Securitas should entitle the shareholder to acquire shares of series B in Care.
6. The Board of Directors' proposal that shares in Care not acquired by the shareholders of Securitas under the offer, be sold to Securitas' main shareholders, SäkI AB and Melker Schörling, in accordance with an undertaking by them to acquire shares not acquired by other shareholders of Securitas. The terms and conditions of any such sale should correspond to the terms and conditions of the offer.
7. Adjournment of the Meeting.
The above proposals by the Board of Directors are conditional upon their being supported by a majority of nine tenths of the shares and votes represented at the General Meeting.
The complete proposals by the Board of Directors will be available at Securitas AB's head office in the Securitas Building at Lindhagensplan 70, Stockholm, Sweden from Thursday December 10, 1998, and will be sent to shareholders upon request.
Stockholm, November 27, 1998
Board of Directors