Annual General Meeting of Shareholders in Securitas AB (publ)
Wednesday, March 29, 2000
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 Saturday April 22, 2000. Due to the intervening Easter weekend, such recording must be made on Thursday April 20, 2000 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 00 or by telefax +46-8 657 70 72, by 4.00 p.m., Tuesday April 25, 2000 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 hand in papers of authorisation 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 Easter weekend, such registration must be made on Thursday April 20, 2000 at the latest, and the banker or broker should therefore be notified in due time before 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 Auditors' Report and the Consolidated Financial Statements and the Group Auditors’ 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, 1999;
(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. Establishment of fees for the Auditors.
14. Election of auditors and deputy auditors, or an accounting firm.
15. Approval of Securitas France Holding’s decision to issue options to the employees of the Company.
16. 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 1.00 per share be declared.
As record date for the dividend, the Board of Directors has proposed May 5, 2000. If the Annual General Meting so resolves, the divi-dend is expected to be distributed by VPC on May 10, 2000.
Proposal for election of Board of Directors, Auditors and Fees (paragraph 10-14 on the agenda)
Shareholders jointly representing approximately 18 per cent of the shares and 43 per cent of the votes in the Company have made the following proposal:
Board of Directors and Fees
The number of board members shall be eight.
Re-election of the board members: Thomas Berglund, Gustaf Douglas, Philippe Foriel-Destezet, Anders Frick, Berthold Lindqvist, Fredrik Palmstierna, Melker Schörling and Carl Douglas.
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.
Auditors and Fees
A registered accounting firm shall be appointed as auditor.
Re-election of the present accounting firm, Öhrlings PriceWaterhouseCoopers AB represented by Göran Tidström, authorised public accountant.
The auditor shall be elected for a period of four years and shall receive payment on open account terms.
Approval of Securitas France Holding’s option-scheme (paragraph 15 on the agenda)
Securitas’ French subsidiary Securitas France Holding has approved an option-scheme, which entitles 13 persons in the company’s management to acquire shares in the company at a subscription price of FFR 1,328; such price being based on an external evaluation. The number of shares that may be subscribed for depends on the development of the company during the period from January 1, 1999 to December 31, 2003. However, a maximum of 74,347 shares , corresponding to approximately 8 per cent of the company’s share-capital may be subscribed to. Subscription can be exercised during the period July 1, 2004 to December 31, 2004.
Since the persons for whom the option-scheme is intended have such a position as referred to in the Act (1987:464) on certain directed placements in stock market companies etc. (the so-called ”Leo-Act”), Securitas France Holding’s decision to adopt the option-scheme is conditional on the approval of the General Meeting of Shareholders of Securitas AB.
C. AVAILABLE DOCUMENTATION
The Accounts and the Auditor’s Report on the Group, as well as a more detailed account of the Securitas France Holding’s options-scheme, will, as from April 18, 2000 be available from Securitas AB, for those shareholders who wish to examine them, and will be sent to shareholders upon request.
Stockholm, March 2000
Board of Directors
SECURITAS AB (publ)