Annual General Meeting of Shareholders in Securitas AB

The shareholders of Securitas AB are hereby invited to attend the Annual General
Meeting (“AGM”) to be held at 4 p.m. CET on Wednesday 4 May 2016 at Hilton
Stockholm Slussen Hotel, Guldgränd 8, Stockholm. Registration for the AGM begins
at 3 p.m. CET.
A. Notice of attendance

Shareholders who wish to attend the AGM must:

(i) be recorded in the share register maintained by Euroclear Sweden AB on
Thursday 28 April 2016; and

(ii) notify Securitas AB of their intent to participate in the AGM at the
address: Securitas AB,”AGM”, P.O. Box 7842, SE-103 98 Stockholm, Sweden, by
telephone +46 10 470 31 30 or via the company website www.securitas.com/agm2016,
by Thursday 28 April 2016, at the latest. On giving notice of attendance, the
shareholder shall state name, personal or corporate identity number or
equivalent, address and telephone number. A proxy form is available on the
company website www.securitas.com/agm2016 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 holders and representatives of legal persons shall
submit papers of authorisation prior to the AGM. As confirmation of the
notification, Securitas AB will send an entry card to be presented at
registration for the AGM.

In order to participate in the proceedings of the AGM, 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 Thursday 28 April 2016 and the banker or broker should therefore be
notified in due time before said date.

B. Agenda

Proposal for Agenda

1. Opening of the Meeting.

2. Election of Chairman of the Meeting.

3. Preparation and approval of the voting list.

4. Approval of the agenda.

5. Election of one or two person(s) to approve the minutes.

6. Determination of compliance with the rules of convocation.

7. The President’s report.

8. Presentation of a. the Annual Report and the Auditor’s Report and the
Consolidated Financial Statements and the Group Auditor’s Report, b. the
statement by the auditor on the compliance with the guidelines for remuneration
to senior management applicable since the last AGM, and c. the Board’s proposal
for appropriation of the company’s profit and the Board’s motivated statement
thereon.

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 31 December 2015, b. appropriation of the company’s profit
according to the adopted Balance Sheet, c. record date for dividend, and
d. discharge of the Board of Directors and the President from liability for the
financial year 2015.

10. Determination of the number of Board members.

11. Determination of fees to Board members and auditors.

12. Election of Board members.

13. Election of auditors.

14. Election of members of the Nomination Committee.

15. Determination of guidelines for remuneration to senior management.

16. Resolution regarding a proposal for authorization of the Board to resolve on
acquisition of the company’s own shares.

17. Resolutions regarding the implementation of an incentive scheme, including
hedging measures by way of a share swap agreement.

18. Closing of the Meeting.

Election of Chairman of the Meeting (item 2 on the agenda)

The Nomination Committee ahead of the AGM 2016 has consisted of Carl Douglas
(Investment AB Latour, etc., who replaced Gustav Douglas in October 2015),
Mikael Ekdahl (Melker Schörling AB), Jan Andersson (Swedbank Robur Fonder),
Johan Sidenmark (AMF) and Johan Strandberg (SEB Investment Management), and has
proposed that Melker Schörling, Chairman of the Board, is elected Chairman of
the AGM 2016.

Proposal for Dividend (items 9 (b) and (c) on the agenda)

The Board proposes that a dividend of SEK 3.5 per share be declared. As record
date for the dividend, the Board proposes 9 May 2016. If the AGM so resolves,
the dividend is expected to be distributed by Euroclear Sweden AB starting 12
May 2016.

Proposals for Election of Board Members and Auditors and Resolution regarding
Fees to the Board Members and the Auditors (items 10-13 on the agenda)

At the AGM 2016, the Nomination Committee will, in connection with the election
of Board members and auditors and the resolutions regarding fees to the Board
members and the auditors, present and motivate the below proposals and also
report on its activities. In connection with the notice, the reasoned statement
of the Nomination Committee will be held available at the company website,
www.securitas.com/agm2016.

The Nomination Committee has proposed the following:

The number of Board members shall be six, with no deputy members. The Nomination
Committee proposes re-election of the Board members Fredrik Cappelen, Carl
Douglas, Marie Ehrling, Alf Göransson and Sofia Schörling Högberg, and election
of Anders Böös as new Board member. Marie Ehrling is proposed as new Chairman of
the Board. Melker Schörling, Annika Falkengren and Fredrik Palmstierna have
declined re-election. It is the ambition of the Nomination Committee to
complement its proposal with the nomination of an additional female Board member
before the Annual General Meeting on 4 May 2016. In such case, the Nomination
Committee’s proposal is that the number of Board members shall be seven.

Anders Böös is a Board member of Investment AB Latour (publ), Stronghold AB,
Newsec AB and Tundra Fonder AB. He has previous experience as CEO of H&Q AB and
Drott AB, as Chairman of the Board of IFS AB (publ) and Cision AB (publ), and as
member of the Board of among others Haldex AB and Niscayah AB.

Information about the proposed Board members is available on the company website
www.securitas.com.

As auditors, the Committee proposes the re-election of the auditing firm
PricewaterhouseCoopers AB, with authorized public accountant Patrik Adolfson as
auditor in charge, for a period up to and including the AGM for 2017. The
auditor’s fees are proposed to be paid as per agreement.

Fees to the Board members (assuming seven Board members) for the period up to
and including the AGM 2017 shall amount to SEK 4 660 000 in total (including
fees for committee work) to be distributed between the Board members as follows:
the Chairman of the Board shall receive SEK 1 300 000, the Deputy Chairman shall
receive SEK 775 000 and each of the other Board members, except the President,
shall receive SEK 515 000. As consideration for the committee work, the Chairman
of the Audit Committee shall receive SEK 250 000 the Chairman of the
Remuneration Committee shall receive SEK 100 000, the members of the Audit
Committee each SEK 125 000 and the members of the Remuneration Committee each
SEK 50 000.

Proposal for Election of Members of the Nomination Committee (item 14 on the
agenda)

Shareholders jointly representing approximately 25 per cent of the shares and
approximately 48 per cent of the votes in the company propose the AGM to adopt
the following resolution:

The Nomination Committee ahead of the AGM 2017 shall have five members: Carl
Douglas (Investment AB Latour, etc.), Mikael Ekdahl (Melker Schörling AB), Jan
Andersson (Swedbank Robur Fonder), Johan Sidenmark (AMF) and Johan Strandberg
(SEB Investment Management). Carl Douglas shall be elected Chairman of the
Nomination Committee. If a shareholder, represented by a member of the
Nomination Committee, is no longer one of the major shareholders of Securitas,
or if a member of the Nomination Committee is no longer employed by such
shareholder, or for any other reason leaves the Committee before the AGM 2017,
the Committee shall have the right to appoint another representative of the
major shareholders to replace such member.

Proposal for Guidelines for Remuneration to Senior Management (item 15 on the
agenda)

The Board’s proposal for guidelines for remuneration to senior management
principally entails that the total remuneration shall be competitive and in
accordance with market conditions. The benefits shall consist of fixed salary,
possible variable remuneration, 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 and pension rights shall be applicable as from the
age of 65, at the earliest. 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.

Proposal for Authorization of the Board to Resolve on Acquisition of the
Company’s Own Shares (item 16 on the agenda)

The Board proposes that the AGM 2016 authorizes the Board to resolve upon
acquisition of the company’s own shares of Series B according to the following
terms: (i) acquisition of shares may take place on Nasdaq Stockholm, (ii)
acquisition of shares may take place on one or several occasions during the time
up to the AGM for 2017, (iii) 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, (iv) 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, (v) payment for acquired shares shall be made in cash, and (vi)
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.

A decision by the AGM on the proposal according to this item 16 must be
supported by shareholders representing at least two thirds of the votes cast as
well as the shares present at the AGM in order for the proposal to be adopted.

Proposal for Incentive Scheme (item 17 on the agenda)

Background and Motives

For the past six years, the AGM has adopted a share related incentive scheme for
the Securitas’ Group. The Board notes that the program is now well established
throughout the organization and is delivering the expected results. As per March
2016, a total of 2 053 employees have received shares through the program. In
line with the Board’s communicated intention when the previous programs were
proposed, the Board therefore proposes that a similar incentive scheme be
adopted by the AGM in 2016.

The motive for the proposal is the Board’s intention to continue with the
redesigned bonus structure to enable the Group to gradually have approximately 2
500 of Securitas top managers as shareholders, thus strengthening the employee
ownership in Securitas’ future success and development to the benefit of all
shareholders. The Board is of the opinion that these benefits may be achieved by
continuing to provide a share related part in the existing performance-based
cash bonus schemes. It is the assessment of the Board that the proposed scheme
will also increase the Group’s attractiveness as an employer.

The proposal principally entails that 1/3 of any annual bonus earned under the
performance based cash bonus schemes would be converted into a right to receive
shares, with delayed allotment and subject to continued employment.

a. Implementation of an Incentive Scheme

The Board proposes that the AGM resolves on a share and cash bonus scheme for
2016 (the “Incentive Scheme”) in accordance with the following main principles.
Approximately 2 500 Securitas employees who participate in the Securitas cash
bonus schemes will participate in 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.

The principles already applicable under the existing incentive scheme shall
continue to apply. The existing principles include clearly measurable,
performance based targets that are set as close to the local business as
possible and aim for long term profitability of the Group. The performance
targets vary depending on the position of the employee, but are as a principle
based on year-on-year improvement of operating income (“EBITA”) in the area of
responsibility. In principle all operative personnel at relevant levels in all
regions also have targets based on improvement of cash flow. For the employees
of the parent company, the performance is measured based on year-on-year
improvement of earnings per share (“EPS”). The performance improvement compared
to last year’s actual performance which is required to achieve maximum bonus,
varies for different entities throughout the Group.

Provided that the applicable performance criteria are met, the yearly bonus will
be determined at the outset of 2017 and be payable by (i) 2/3 in cash at the
outset of 2017 and (ii) 1/3 in shares of series B (the “Bonus Shares”) at the
outset of 2018. 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 2017 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 2018 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.

Prior to the distribution of Bonus Shares, the employee will not be awarded any
shareholder rights (e.g. voting rights or rights to dividend) connected to the
Bonus Shares. At distribution of the Bonus Shares, the employee shall, however,
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. The Board shall be entitled to resolve on a
reduction of the distribution of Bonus Shares if distribution in accordance with
the above conditions – considering Securitas’ result and financial position,
other circumstances regarding the Group’s development and the conditions on the
stock market – would be clearly unreasonable. Participation in the Incentive
Scheme presumes that such participation is lawful and that such participation in
Securitas’ opinion can take place with reasonable administrative costs and
economic efforts. The Board shall however be entitled to implement an
alternative incentive solution for employees in such countries where
participation in the Incentive Plan is not advisable, which alternative solution
shall, as far as practically possible, correspond to the terms of the Incentive
Scheme.

The 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.

b. Hedging Measures

In order to enable the delivery of Bonus Shares in accordance with the Incentive
Scheme, the Board of Directors proposes that the AGM, similar to previous years,
approves 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 450 000
assuming the same bonus amount as last year.

Resolutions and Voting Majority

The proposals according to (a) and (b) above shall be adopted as one single
resolution and must be supported by shareholders representing more than half of
the votes cast, or, in case of equal voting, by the opinion supported by the
Chairman of the AGM.

Effect on Important Key Ratios

The number of shares in Securitas AB amounts to 365 058 897. The Incentive
Scheme may lead to acquisition of a maximum of 2 000 000 shares, which is
equivalent to 0.55 per cent of the total number of outstanding shares and 0.39
per cent of the total number of votes in Securitas. In view of the proposed swap
agreement, there will be no impact on the earnings per share, other than the
increased costs that the Incentive Scheme could cause.

C. Available Documentation etc.

The following documentation will be available at the company and on the company
website www.securitas.com/agm2016 at the latest as from 13 April 2016 and will
also be available at the AGM: (i) the Annual Report and the Auditor’s Report,
including the Board’s proposal for guidelines for remuneration to senior
management, (ii) the statement by the auditor on the compliance with the
guidelines for remuneration to senior management applicable since the last AGM,
(iii) the Board’s complete proposal for dividends, including the Board’s
motivated statement regarding the proposed dividends and authorization to
acquire the company’s own shares, (iv) the proposal by the Board on
authorization to resolve upon acquisition of the company’s own shares, and (v)
the complete proposal of the Board with respect to the Incentive Scheme. In
addition hereto, copies of the documentation will be sent to the shareholders
who so request, indicating their mailing address.

D. Information at the AGM

The Board and the President 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, circumstances that may affect the assessment of the financial
situation of the company or its subsidiaries and the company’s relationship with
another Group company. 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 AGM.

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 April 2016

The Board of Directors