Annual General Meeting of Shareholders in Securitas AB (publ), 2013


The shareholders of Securitas AB are hereby invited to attend the Annual General
Meeting (“AGM”) to be held at 4 p.m. CET on Tuesday 7 May 2013 in
Grünewaldsalen, Konserthuset, entrance from Kungsgatan 43, 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, made as
of Tuesday 30 April 2013;

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/agm2013,
by Tuesday 30 April 2013, 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/agm2013 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 authorisation prior to the AGM. As confirmation of the
notification,SecuritasAB 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 Tuesday 30 April 2013 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 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 2012,

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 2012.

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 executive management.

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

17. Resolutions regarding the implementation of an incentive scheme, including
hedging measures through the entering into of a share swap agreement.

18. Closing of the Meeting.

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

The Nomination Committee elected by the AGM 2012 consisting of Gustaf Douglas
(Investment AB Latour, etc.), Mikael Ekdahl (Melker Schörling AB), Jan Andersson
(Swedbank Robur Fonder), Johan Ståhl (Lannebo Fonder) and Henrik Didner (Didner
& Gerge) has proposed that Melker Schörling, Chairman of the Board, shall be
elected Chairman of the AGM 2013.

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

The Board proposes that a dividend of SEK 3 per share be declared. As record
date for the dividend, the Board proposes 13 May 2013. If the AGM so resolves,
the dividend is expected to be distributed by Euroclear Sweden AB starting 16
May 2013.

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 2013, the Nomination Committee will, in connection with the election
of Board members, the auditors and resolution 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/agm2013.

The Nomination Committee has proposed the following:

The number of Board members shall be eight, with no deputy members. The
Nomination Committee proposes re-election of the Board members Fredrik Cappelen,
Carl Douglas, Marie Ehrling, Annika Falkengren, Alf Göransson, Fredrik
Palmstierna, Melker Schörling and Sofia Schörling-Högberg, for the period up to
and including the AGM 2014, with Melker Schörling as Chairman of the Board.

As auditors, the Committee proposes the re-election of the auditing firm
PricewaterhouseCoopers AB, with authorized public accountant Peter Nyllinge as
auditor in charge, for a period up to and including the annual general meeting
for 2014. The auditor’s fees are proposed to be paid as per agreement.

Fees to the Board members for the period up to and including the AGM 2014 shall
amount to SEK 4,700,000 in total (including fees for committee work) to be
distributed between the Board members as follows: the Chairman of the Board
shall receive SEK 1,000,000, the Deputy Chairman shall receive SEK 750,000 and
each of the other Board members, except the President, shall receive SEK
500,000. As consideration for the committee work, the Chairman of the Audit
Committee shall receive SEK 200,000, the Chairman of the Remuneration Committee
shall receive SEK 100,000, the members of the Audit Committee each SEK 100,000
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 27,5 per cent of the shares and
approximately 49 per cent of the votes in the company propose the AGM to adopt
the following resolution:

The Nomination Committee in respect of the AGM 2014 shall have five members.
Gustaf Douglas (Investment AB Latour, etc), Mikael Ekdahl (Melker Schörling AB),
Jan Andersson (Swedbank Robur Fonder), and Henrik Didner (Didner & Gerge) shall
be re-elected and that Thomas Ehlin (Nordea Fonder) shall be elected new member
of the Nomination Committee. Gustaf 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 2014,
the Committee shall have the right to appoint another representative of the
major shareholders to replace such member.

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

The Board’s proposal for guidelines for remuneration to 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 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
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 shares (item 16 on the agenda)

The Board proposes that the AGM for 2013 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 OMX Stockholm, (ii)
acquisition of shares may take place on one or several occasions during the time
up to the AGM for 2014, (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 more than 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 three years, the AGM has adopted a share related incentive scheme
for the Securitas group. Although it is still early to finally evaluate the
effects of the programs of the previous years, the Board notes that the program
has been well received throughout the organization and that the release of
shares in the 2010 and 2011 incentive schemes have taken place in March 2012 and
in March 2013 for those participants who have achieved their set bonus targets
and have remained employed until the vesting date. In keeping 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
2013.

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 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
2013 in accordance with the following main principles (the “Incentive Scheme”).
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 share related 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 the operating result (“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, real improvement of earnings per share (“EPS”). The performance
improvement compared to last year’s actual 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 2014 and be payable by (i) 2/3 in cash at the
outset of 2014 and (ii) 1/3 in shares of series B (the “Bonus Shares”) at the
outset of 2015. The number of shares to which each participant will be entitled
shall be determined by the ratio between the available bonus and the share price
at the time of determination of the bonus. 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 2015, 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 are estimated not to exceed
0,3 per cent on the share purchase cost which would correspond to SEK 372 000
assuming a purchase of 2 000 000 shares at SEK 62.

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 inSecuritasABamounts 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 0.38 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/agm2013 at the latest as from 16 April 2013 and will
also be available at the AGM: (i) the accounting material and the Auditor’s
Report, including the Board’s proposal for guidelines for remuneration to
management, (ii) the statement of the auditor on the compliance of the
guidelines for remuneration to management applicable since the last AGM, (iii)
the complete proposal by the Board with respect to appropriation of profit and
the Board’s motivated statement thereon, (iv) the proposal by the Board on
authorization to resolve upon acquisition of the company’s shares and the
Board’s reasoned statement thereon as per Chapter 19, Article 22 of the Swedish
Companies Act 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 toSecuritasABat 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 March 2013
the Board

SECURITAS AB (publ)

Securitas is a global knowledge leader in security. From a broad range of
services of specialized guarding, technology solutions and consulting and
investigations, we customize offerings that are suited to the individual
customer’s needs, in order to deliver the most effective security solutions.
Everywhere from small stores to airports, our 300,000 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 9.00 (CET) on March 26, 2013.

Attachments

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