Decision at the Annual General Meeting of Securitas AB (publ) 2018
Wednesday, May 2, 2018
At today's Annual General Meeting of Securitas AB (publ) the following was resolved:
The Annual General Meeting adopted the Statement of Income and the Balance Sheet as per 31 December, 2017. The Annual General Meeting discharged the Board of Directors and the President from liability for the financial year of 2017.
In accordance with the proposal of the Board, the Meeting resolved to declare a dividend of SEK 4,00 per share. May 4, 2018 was determined as record date for dividend and payment from Euroclear Sweden AB is expected to commence on May 9, 2018.
Authorization of the Board to resolve on acquisition of the company’s shares
The Annual General Meeting resolved to authorize the Board to resolve upon acquisition of the company’s own shares of Series B, in accordance with the Board’s proposal, according to the following terms: Acquisition of shares may take place on Nasdaq Stockholm, acquisition of shares may take place on one or several occasions during the time up to the Annual General Meeting for 2019, acquisition of shares may only be made so that the shares held by the company at any point in time does not exceed ten (10) percent of all shares in the company, acquisition of shares shall be made at a price which falls within the prevailing price interval registered at each point in time, meaning the interval between the highest purchase price and the lowest selling price, payment for acquired shares shall be made in cash, and the Board should be authorized to decide upon any additional terms for the acquisition. The purpose of the proposed authorization to acquire shares is to allow the Board to adjust the company’s capital structure, to contribute to shareholder value. If shares are repurchased, the Board intends to propose that the company’s share capital shall be decreased through share reduction of the repurchased shares.
Board of Directors T
he Annual General Meeting resolved that the number of Board members shall be eight, with no deputy members. The Meeting re-elected Ingrid Bonde, John Brandon, Anders Böös, Fredrik Cappelen, Carl Douglas, Marie Ehrling, Sofia Schörling Högberg and Dick Seger. Marie Ehrling was re-elected Chairman of the Board. The fee to the Board members was determined to SEK 7 300 000 in total (including fees for committee work) apportioned so that the Chairman of the Board shall receive SEK 2 000 000, the deputy Chairman SEK 845 000 and the other Board members SEK 580 000 each. The Chairman of the Audit Committee shall receive SEK 285 000, the Chairman of the Remuneration Committee SEK 100 000, a member of the Audit Committee SEK 180 000 and a member of the Remuneration Committee SEK 50 000.
As auditors, the Annual General Meeting decided to elect the auditing firm PricewaterhouseCoopers AB, Stockholm, with authorized accountant Patrik Adolfson as auditor in charge, for a period up to and including the Annual General Meeting for 2019. The auditor’s fees are to be paid as per agreement.
Instructions for appointment of the Nomination Committee and its assignment
The Annual General meeting resolved that the Nomination Committee shall be composed of representatives of the five largest shareholders in terms of voting rights registered in the shareholders’ register maintained by Euroclear Sweden AB as of August 31 the year before the Annual General Meeting. The Chairman of the Board shall convene the Nomination Committee to its first meeting and shall also be co-opted to the Nomination Committee. Should a shareholder decline to participate in the Nomination Committee, a representative from the largest shareholder in turn shall be appointed. The composition of the Nomination Committee for the Annual General Meeting shall be publicly announced no later than six months prior to each Annual General Meeting.
In the event one or more shareholders who appointed members of the Nomination Committee, earlier than three months prior to the Annual General Meeting, no longer are among the five largest shareholders in terms of voting rights, the members appointed by such shareholders shall resign and the shareholder or shareholders who has become one of the five largest shareholders in terms of voting rights shall be entitled to appoint their representatives. If there are only marginal changes in the number of votes held or if the change occurs later than three months prior to the Annual General Meeting, no changes shall be made in the composition of the Nomination Committee unless there are special circumstances. If a member resigns from the Nomination Committee before the work is completed and the Nomination Committee finds it suitable, a substitute shall be appointed. Such a substitute shall be appointed from the same shareholder or, if that shareholder no longer is among the largest shareholders in terms of voting rights, from the largest shareholder next in line. A change in the composition of the Nomination Committee shall immediately be publicly announced.
The term of office for the Nomination Committee runs until the next composition of the Nomination Committee has been announced. No remuneration shall be paid out to the members of the Nomination Committee. Potential necessary expenses for the work of the Nomination Committee shall be paid by the company.
The Nomination Committee shall prepare proposals regarding the election of Chairman of the General Meeting, members of the Board of Directors, Chairman of the Board, vice Chairman of the Board, auditor, fees for the members of the Board including division between the Chairman and the other Board members, as well as fees for committee work, fees to the company’s auditor and changes of the instructions for the Nomination Committee. This instruction shall apply until further notice.
Guidelines for remuneration to management
The Annual General Meeting resolved on the adoption of guidelines for remuneration to management, principally entailing that the total remuneration shall be competitive and in accordance with market conditions. The benefits shall consist of fixed salary, possible variable remuneration and other customary benefits and pension. The variable remuneration shall have an upper limit and be related to the fixed salary. The variable remuneration shall be based on the outcome in relation to set targets and be in line with the interests of the shareholders. Pension benefits shall be fee-based. The variable remuneration shall not be pension qualifying unless local regulations provide otherwise. The Board shall have the right to deviate from the guidelines in individual cases if there are particular grounds for such deviation.The complete guidelines are published on the company website www.securitas.com/agm2018
Consistent with the last eight years, the Annual General Meeting resolved a share related incentive program for the Group, in accordance with the following main principles:
Approximately 2,500 Securitas employees who participate in Securitas’ cash bonus schemes will be comprised by the Incentive Scheme and thereby be entitled to receive a part of the yearly bonus in the form of shares in Securitas, provided that certain predetermined and measurable performance targets, which apply also under the cash bonus schemes, are met. These vary depending on the employee’s position, but are in principle based on a year-on-year improvement of operating income or, for employees of the parent company, earnings per share.
Provided that the applicable performance criteria are met, the yearly bonus will be determined at the outset of 2019 and be payable by (i) 2/3 in cash at the outset of 2019 and (ii) 1/3 in shares of series B (the “Bonus Shares”) at the outset of 2020. The number of shares to which each participant will be entitled shall be determined by the ratio between the available bonus and the average share price at which the shares are purchased (such purchase to be made during Q1 2019 in accordance with applicable regulations). Distribution of Bonus Shares in accordance with (ii) is subject to the following two conditions: (1) if the total accrued bonus amounts to less than EUR 3,900, the whole bonus will be paid out in cash in accordance with (i) above, and (2) the employee must remain employed by Securitas as of the last day of February 2020 except where an employee has left his/her employment due to retirement, death or long-term disability, in which case the employee shall have a continued right to receive Bonus Shares.
At distribution of the Bonus Shares, the employee shall be entitled to additional shares up to a value corresponding to any dividend decided per share corresponding to the total number of Bonus Shares during the period from payment of the cash bonus until distribution of the Bonus Shares, adjusted to the closest number of whole shares that can be purchased for the dividend for each participant. T
he Board shall be responsible for the particulars and the handling of the Incentive Scheme within the frame of the above principal guidelines and shall also be entitled to make such minor adjustments which may prove necessary due to legal or administrative circumstances.
In order to enable the delivery of Bonus Shares in accordance with the Incentive Scheme, the Annual General Meeting resolved, similar to previous years, the hedging of the delivery of the shares to the employees by Securitas entering into a share swap agreement with a third party, whereby the third party in its own name shall acquire and transfer shares in the company to employees participating in the scheme. The cost for the swap is estimated at SEK 700,000 assuming the same bonus amount as last year. Further information is published on the company website www.securitas.com/agm2018
President and CEO Magnus Ahlqvist reported on Securitas´ operations during 2017. The presentation is published at www.securitas.com/agm2018
“Securitas has delivered another very good year, with strong financial results. The best ever – again! Our long-term strategy to combine people, technology and knowledge is proving to be successful. We are creating customer value and growing faster than the security market on average, and are recognized as the leader of the global security industry.”
“Securitas’ solid culture, engaged and dedicated employees, and strong brand have all contributed to this success. During the past few years, we have sharpened our mindset, drive and commitment to the strategy. Sustainability is well integrated into our operations. We believe this will ensure our long-term growth and give us a competitive advantage.”
This press release is also available at: www.securitas.com
Information: Gisela Lindstrand, Senior Vice President Corporate Communications and Public Affairs, Securitas AB, mobile +46 70 287 8662, or email email@example.com
Micaela Sjökvist, Head of Investor Relations, Securitas AB, mobile +46 76 116 7443, or email firstname.lastname@example.org
Securitas is a global knowledge leader in security. We base our protective services on customer-specific needs through different combinations of on-site, mobile and remote guarding, electronic security, fire and safety and corporate risk management. Everywhere from small stores to airports, our 345 000 employees are making a difference.
This is information that Securitas AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 18.00 (CET) on May, 2, 2018.
Securitas AB (publ.) P.O. Box 12307, S-102 28 Stockholm, Sweden Corp. ID no: 556302–7241
Visiting address: Lindhagensplan 70 Telephone: +46 (0) 10 470 30 00 Facsimile: +46 (0) 10 470 31 22