Annual General Meeting of Shareholders in Securitas AB (publ)
Monday, March 19, 2001
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the General Meeting must:
(i) be recorded in the print-out of the share register maintained by the Swedish Securities Register Centre ("VPC"), made as of Sunday April 8, 2001. Due to the intervening weekend, such recording must be made on Friday April 6, 2001 at the latest;
(ii) notify Securitas of their intent to participate in the Meeting at address: Securitas AB, “General Meeting”, P.O. Box 12307, SE-102 28 Stockholm, Sweden, or by telephone +46-8 657 74 74 or by telefax +46-8 657 74 85, by 4.00 p.m., Tuesday April 10, 2001 at the latest. On giving notice of attendance, the shareholder shall state name, personal registration number or equivalent, (corporate identity number), address and telephone number. Proxy and representative of a juridical person shall submit papers of authorization prior to the Meeting. As confirmation of notification, Securitas AB will send an entry card, which should be presented at registration for the General Meeting.
In order to participate in the proceedings of the Annual General Meeting, owners with nominee-registered shares should request their bank or broker to have their shares temporarily owner-registered with VPC. Due to the intervening weekend, such registration must be made on Friday April 6, 2001 at the latest, and the banker or broker should therefore be notified in due time before the said date.
Proposal for Agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Drawing up and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two person(s) to check the minutes.
6. Determination of compliance with the rules of convocation.
7. The Managing Director’s report.
8. Presentation of the Annual Report and the Auditor’s Report and the Consolidated Financial Statements and the Group Auditor’s Report.
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 December 31, 2000;
(b) appropriation of the company’s profit according to the adopted Balance Sheet;
(c) record date for dividend;
(d) discharge of the Board of Directors and the Managing Director from liability for the financial year.
10. Establishment of the number of members and deputy members of the Board of Directors.
11. Establishment of fees for the Directors.
12. Election of members of the Board of Directors.
13. Closing of the Meeting.
Existing proposals for items at the Meeting
Dividend (paragraph 9 (b) and (c) on the agenda)
The Board of Directors proposes that a dividend of SEK 1.20 per share be declared.
As record date for the dividend, the Board of Directors has proposed April 23, 2001. If the Annual General Meting so resolves, the dividend is expected to be distributed by VPC on April 26, 2001.
Proposal for election of Board of Directors and Fees (paragraph 10-12 on the agenda)
Shareholders jointly representing approximately 17 per cent of the shares and 42 per cent of the votes in the Company have made the following proposal:
Board of Directors, Fees and Auditors
The number of board members shall be as current, eight.
Re-election of the board members: Thomas Berglund, Carl Douglas, Gustaf Douglas, Anders Frick, Philippe Foriel-Destezet, Berthold Lindqvist, Fredrik Palmstierna and Melker Schörling.
Fees to the board members shall amount to SEK 1,850,000 in total, to be distributed among the Directors according to the decision by the Board of Directors.
At the Annual General Meeting of Shareholders in 2000 PricewaterhouseCoopers AB, Stockholm, with authorised public accountant, Mr Göran Tidström as representative of the accounting firm, was appointed for a period of four years.
It was decided by the General Meeting that the auditors’ fees should be paid on current account.
C. AVAILABLE DOCUMENTATION
The Accounts and the Auditor’s Report on the Group will as from April 4, 2001 be available from Securitas AB, for those shareholders who wish to examine them, and will be sent to shareholders upon request.
Stockholm, March 2001
Board of Directors