Notice of extraordinary general meeting in Securitas AB, on June 13, 2011
Tuesday, May 17, 2011
Notice is hereby given of extraordinary general meeting of the shareholders in Securitas, 556302-7241, to be held on Monday 13 June 2011, at 3:00 pm CET, at the company’s premises on Lindhagensplan 70, Stockholm. Registration for the EGM begins at 2.00 p.m. CET.
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the EGM must:
(i) be recorded in the share register maintained by Euroclear Sweden AB, made as of Tuesday 7 June 2011;
(ii) notify Securitas AB of their intent to participate in the EGM at the address: Securitas AB, ”EGM”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by telephone +46 10 470 31 30 or via the company website www.securitas.com/EGM-2011 (http://www.securitas.com/EGM-2011), by Tuesday 7 June 2011, 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/EGM-2011 (http://www.securitas.com/EGM-2011) 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 authorization prior to the EGM. As confirmation of the notification, Securitas AB will send an entry card to be presented at registration for the EGM.
In order to participate in the proceedings of the EGM, 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 Tuesday 7 June 2011 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 at the meeting.
3) Establishment of voting list.
4) Approval of the proposal for agenda.
5) Election of one or two persons to approve the minutes.
6) Question as to whether the meeting has been duly convened.
7) The board’s proposal for resolution to approve of the takeover offer resolved upon by the board of directors to the shareholders of Niscayah, and approve of authorization of the board of directors to resolve to issue new shares to use as consideration in the transaction.
8) Closing of the meeting.
Main content of the matters to be dealt with
The board’s proposal for resolution to approve of the takeover offer resolved upon by the board of directors to the shareholders of Niscayah, and approve of authorization of the board of directors to resolve to issue new shares to use as consideration in the transaction (item 7 in the proposal for agenda).
The board proposes that the meeting resolves to approve the decision of the board of 15 May 2011 to make a takeover offer to shareholders of Niscayah, including Securitas three largest shareholders. The board also proposes that the board is authorized until 31 December 2011 on one or more occasions, to issue new shares of both series A and series B to use as consideration for the acquisition of Niscayah. The authorization is limited to the issuance of shares against contribution in kind consisting of shares in Niscayah.
C. AVAILABLE DOCUMENTATION ETC.
The board of directors complete proposal for the matter described above, including the board’s report regarding the acquisition of Niscayah and the fairness opinion obtained by the board, will be available to the shareholders at the company’s premises from 23 May 2011. Copies of the documentation will be available at Securitas website (www.securitas.com/EGM-2011 (http://www.securitas.com/)) at no cost be sent to shareholders who so request and state their postal address.
D. INFORMATION AT THE EGM
The board and the managing director 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. Anyone who wishes to present a question in advance may do so to Securitas AB at the same mail address which has been stated above for the notifications to attend the EGM.
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.
Stockholm in May 2011
SECURITAS AB (publ)
This press release is also available at: www.securitas.com (http://www.securitas.com/)
Securitas is a knowledge leader in security, focusing on providing security solutions to fit each customer's needs in 45 countries in North America, Europe, Latin America, Middle East, Asia and Africa. Everywhere from small stores to airports, our 280,000 employees are making a difference.Securitas AB 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 18.15 (CET) on May 17, 2011.