Annual General Meeting of Shareholders of Securitas AB (publ)
den 26 mars 1999
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the General Meeting must
on one hand be recorded in the printout of the share register maintained by the Securities Register Centre (Värdepapperscentralen VPC AB) (VPC), made as of April 5, 1999. In view of the intervening Easter such recording must be made on April 1, 1999 at the latest.
on the other hand notify Securitas of their intent to participate in the Meeting under address: Securitas AB, PO Box 12307, SE-102 28 Stockholm, Sweden, or by telephone +46-8 657 74 00 or telefax +46-8 657 70 72, by 4.00 p.m., April 12, 1999 at the latest. On the notification the shareholder shall state name, personal code number (corporate identity number), address and telephone number. Proxy and representative of a juridical person shall hand in legitimacy papers prior to the Meeting. As a confirmation of the notification Securitas AB will send an entry card to be shown at the listing.
In order to participate in the proceedings at the Annual General Meeting, owners with nominee-registered shares should request their bank or broker to have their shares temporarily owner-registered with VPC. In view of the intervening Easter, such registration must be made on April 1, 1999 at the latest and the broker thus should be notified 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. The compliance with the rules of convocation.
The Financial Year 1998
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'
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, 1998;
(b) appropriation of the company's profit according to the adopted
(c) record date for dividend;
(d) discharge of the Board of Directors and the President from their
liability for the financial year.
New share issue and amendment to the Articles of Association related thereto
10. Authorisation for the Board of Directors to decide on new issue of
shares (4 ch. 15 § of the Swedish Companies Act) and amendment
to the Articles of Association related thereto.
Other amendments to the Articles of Association
11. Resolution regarding the proposal of the Board of Directors concerning
other amendments to the Articles of Association.
Election of Board of Directors and Auditors
12. Establishment of the number of members and deputy members of
the Board of Directors.
13. Establishment of fees for the Directors.
14. Election of members of the Board of Directors;
15. Establishment of fees to the Auditors.
16. Election of auditors and deputy auditors, or an accounting firm.
17. Closing of the Meeting.
Existing proposals for items at the Meeting
Proposal for dividend (paragraph 9 (b) and (c) on the agenda)
The Board of Directors proposes that a dividend of SEK 0:85 per share is to be declared.
As record date for the dividend, the Board of Directors has proposed April 20, 1999 to the Annual General Meeting. If the Annual General Meting so resolves, the divi-dend is estimated to be remitted by VPC on April 27, 1999.
Proposal for New Share Issue and amendment to the Articles of Association related thereto (paragraph 10 on the agenda)
The Board of Directors proposes to the General Meeting that the Board of Directors until the next annual general meeting shall be authorised to pass a resolution regarding new issue with the right of the Board of Directors to decide upon any deviation from the shareholders' preferential rights. The authorisation shall include no more than twenty-eight million shares of Class B and shall take place on one or several occasions within the stipulated limits. The object of the authorisation is to reach the larger institutions on the international capital market and thereby increase the capital basis for a planned continued expansion in the Company. The issue price of the new shares shall be determined to an amount close to the rate of the Company's shares of Class B on the Stockholm Stock Exchange.
In order to be able to execute the described new share issue the Articles of Association of the Company must be changed with regard to the capital limits, why the Board of Directors proposes the General Meeting to decide upon an amendment to the Articles of Association with the following meaning:
that the share capital shall be no less than SEK two hundred million and no more than SEK eight hundred million; that the number of issued shares of Class A must not exceed one hundred and sixty million and the number of issued shares of Class B must not exceed six hundred and forty million.
Proposal for amendments to the Articles of Association (paragraph 11 on the agenda)
Mainly due to the changes in the Swedish Companies Act effective as of January 1, 1999 and an increase of the Board, the Board of Directors proposes the General Meeting to decide upon amend-ment to the Articles of Association, with the following meaning;
(i) that a notice convening an Annual General Meeting and a notice convening an Extraordinary General Meeting dealing with amendments to the Articles of Association, shall be published at the earliest six weeks and at the latest four weeks prior to the meeting; that notice convening any other Extraordinary General Meeting shall be published at the earliest six weeks and at the latest two weeks prior to the meeting;
(ii) that a notice convening a General Meeting shall be published in Post- och Inrikes Tidningar, and in Svenska Dagbladet, Göteborgs-Posten, Sydsvenska Dagbladet and Financial Times;
(iii) that the day which is mentioned in the notice convening the meeting as being the last day for giving notice to the company of the shareholder's intent to participate in the General Meeting, must not fall earlier than on the fifth weekday before the General Meeting;
(iv) that the shareholder may bring one or two assistants to the General Meeting, provided that the number of assistants is reported to the company at the latest on the day mentioned in the notice convening the meeting;
(v) that the provision concerning the term of office of the Auditors is to be excluded (since this term is regulated by law);
(vi) that in the list of issues to be dealt with at the Annual General Meeting a passage shall be amended regarding the approval of the agenda and another regarding the resolution of the number of members of the Board and deputy members to be elected. As regards the Auditors' fee and the election of Auditors, the wording where appropriate shall be added;
(vii) that the number of ordinary board members shall be no less than five and no more than ten;
(viii) that the reference to the Swedish Arbitration Act (1929:145), shall be
replaced by a reference to the Swedish Arbitration Act (1999:116);
(ix) that the provision regarding the chairman of the board and the
managing director being Swedish citizens domiciled in Sweden, shall
Proposal for election of Board of Directors, Auditors and Fees (paragraph 12-16 on the agenda)
Shareholders jointly representing approximately 47 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 increased from eight to ten.
Re-election of the present board members, i.e. Thomas Berglund, Gustaf Douglas, Philippe Foriel-Destezet, Anders Frick, Wilhelm Heilmann, Berthold Lindqvist, Fredrik Palmstierna and Melker Schörling, and new election of Denis R. Brown (President and CEO of Pinkerton) and Carl Douglas.
Fee to the board members shall amount to a total of SEK 1,350,000 to be distributed among the Directors according to a 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 Coopers & Lybrand AB with the authorised public accountant Göran Tidström representing the accounting firm.
The auditor shall be elected for a period of one year and shall receive payment upon current open account.
C. OBTAINABLE DOCUMENTATION
The accounts and the Auditor's Report on the Group, as well as the Board of Directors' complete proposal regarding amendment to the Articles of Association and a proposal for authorisation of the Board to decide upon a new issue of shares and the complete documentation in relation thereto, will, as from April 1, 1999 be obtain-able at Securitas AB, to those shareholders who wish to examine them, and will be sent to the shareholders upon request.
Stockholm in March 1999
Board of Directors
SECURITAS AB (publ)
This notice does not constitute an offer for sale of the Shares in the United States. The Shares may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. There is no intention to register any portion of the offering in the United States or to conduct a public offering of Shares in the United States.