STOCKHOLM, Sweden, March 15, 2002 (PRIMEZONE) -- The shareholders in Securitas AB (publ) are hereby invited to attend the Annual General Meeting to be held at 5 p.m. on Tuesday April 16, 2002, in "Vintertradgarden" at the Grand Hotel, entry via "Royal entre," Stallgatan 6. Registration for the General Meeting begins at 4:15 p.m.
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 6, 2002. Due to the intervening weekend, such recording must be made on Friday April 5, 2002 at the latest; and
(ii) notify Securitas of their intent to participate in the Meeting at the address: Securitas AB, "General Meeting," P.O. Box 12307, SE-102 28 Stockholm, Sweden, or by telephone +46-8 657 74 74 or by telefax +46-8 657 74 85, by 4 p.m., Wednesday April 10, 2002 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 submit papers of authorization 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 weekend, such registration must be made on Friday April 5, 2002 at the latest, and the banker or broker should therefore be notified in due time before the said date.
B. AGENDA
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 Auditor's Report and the
Consolidated Financial Statements and the Group Auditor's 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, 2001;
(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. Resolution regarding a directed issue of convertible debt
instruments and approval of an employee incentive program.
14. 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 1.50 per share be declared.
As record date for the dividend, the Board of Directors has proposed April 19, 2002. If the Annual General Meting so resolves, the dividend is expected to be distributed by VPC on April 24, 2002.
Proposal for election of Board of Directors and Fees (paragraph 10-12 on the agenda)
Shareholders jointly representing approximately 16 per cent of the shares and 41 per cent of the votes in the Company have made the following proposal:
Board of Directors, Fees and Auditors
The number of board members shall be as current, eight.
Re-election of the board members: Thomas Berglund, Carl Douglas, Gustaf Douglas, Anders Frick, Philippe Foriel-Destezet, Berthold Lindqvist, Fredrik Palmstierna and Melker Schorling.
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.
At the Annual General Meeting of Shareholders in 2000 PricewaterhouseCoopers AB, Stockholm, with authorized public accountant, Mr Goran Tidstrom as representative of the accounting firm, was appointed for a period of four years. It was decided by the General Meeting that the auditors' fees should be paid on current account.
Proposal for resolution regarding Incentive Program (paragraph 13 on the agenda)
The Board of Directors has decided to propose to the General Meeting to resolve to issue convertible bonds as set forth in Section 1 below and to approve of the measures for the realization of a global incentive program for employees of the Securitas Group as set forth in Section 2.
1. Issue of Convertible Bonds
The Board of Directors of Securitas AB proposes the General Meeting
to resolve:
that the company shall issue convertible bonds in four (4) series,
each with a maximum nominal value of EUR one hundred and eleven
million one hundred and ten thousand (111,110,000), in series
2002/2007:1, 2002/2007:2, 2002/2007:3 and 2002/2007:4;
that the subscription price for each convertible bond shall be equal
to its nominal value;
that with disregard to the present shareholders' priority rights,
Securitas Employee Convertible 2002 Holding S.A. ("InvestCo")
and Securitas 2002, a Fond Commun de Placement d'Enterprise,
("FCPE") shall be granted the right to subscribe for all four
(4) series of convertible bonds;
that subscription can be made for all series of convertible bonds
only, or for equal parts thereof, as one unit;
that subscription and payment of the convertible bonds shall be made
on 30 June 2002 at the latest;
that on over subscription, FCPE shall not be entitled to an
allotment exceeding EUR twenty-two million two hundred and
fifty thousand (22,250,000);
that the convertible bonds shall pay an annual interest rate of 90%
of "3 months' EURIBOR plus 0.49%";
that the interest shall become due for payment as specified in
"Securitas AB Terms and Conditions for Convertible Debentures
Series 2002/2007:1-4";
that the convertible bonds shall become due for redemption on the
date occurring five years after the date of subscription and
payment for the bonds, to the extent that conversion has not
occurred before then;
that the convertible bonds shall be able to be converted into shares
of series B in Securitas AB 90 days prior to the date when the
convertible bonds are due for redemption at the earliest and 14
days before the date when the convertible bonds are due for
redemption at the latest;
that the rate at which conversion can be made shall correspond to an
amount totalling the following percentage of the average of the
latest quoted transaction price on the Stockholm Stock Exchange
for shares of series B in Securitas AB during the period from
April 24 to April 30 inclusive (the "Measure Period"), however,
subject to the maximum share capital increase stated below:
-- 100 percent for convertible bonds of series 2002/2007:1;
-- 120 percent for convertible bonds of series 2002/2007:2;
-- 140 percent for convertible bonds of series 2002/2007:3;
-- 160 percent for convertible bonds of series 2002/2007:4;
in the absence of a price quotation for any of the days in
question, the purchase price quoted as the final rate shall be
applied. A day when there is neither a buying rate nor a
purchase rate available shall not be included in the
calculation. The calculated conversion rate shall be rounded to
the nearest whole number of Swedish oren, whereby a half ore
shall be rounded downwards, and thereafter be recalculated into
euro applying the exchange fixing rate SEK/EUR quoted by the
Swedish commercial banks on 30 April 2002, without the
conversion rate being less than the par value of a share in the
Company;
That the nominal share capital on conversion can as a maximum be
increased by an amount corresponding to SEK 22,326,000, and
should such amount be exceeded at the application of the
above-mentioned basis of calculation and the share and exchange
prices applicable at the time of subscription and payment for
the convertible bonds, the measure rate shall be increased in a
way that the share capital increase on conversion will not
exceed the amount indicated;
that shares obtained due to conversion shall be entitled to profit
distribution for the first time on the record day for
distribution occurring after the execution of the conversion;
and
that in all other respects, the terms and conditions set out in
"Securitas AB terms and Conditions for Convertible Debentures
Series 2002/2007:1-4," shall apply to the convertible bonds.
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