Annual General Meeting of Shareholders in Securitas AB (publ)

Annual General Meeting of Shareholders in Securitas AB (publ) The shareholders in Securitas AB are hereby invited to attend the Annual General Meeting to be held at 5.00 p.m. on Tuesday 16 April 2002, in "Vinterträdgården" at the Grand Hotel, entry via "Royal entré", 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 6 April 2002. Due to the intervening weekend, such recording must be made on Friday 5 April 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 4.00 p.m., Wednesday 10 April 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 authorisation 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 19 April 2002. If the Annual General Meting so resolves, the dividend is expected to be distributed by VPC on 24 April 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 Schörling. 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 authorised public accountant, Mr Göran Tidström 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 24 April to 30 April 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 ören, whereby a half öre 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 abovementioned 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. The Board of Directors, or a person authorised by the Board of Directors, shall be entitled to make such minor adjustments to the resolution passed by the General Meeting regarding the issue of convertible bonds that may be necessary in connection with the registration of the bonds with the Swedish Patent and Registration Office and VPC AB. The reason for disregarding the shareholders' rights of priority is that Securitas AB wishes to introduce a global incentive program for employees in the group, whereby they can be offered the opportunity to take part in an increase in value of the Securitas shares. This is expected to increase the interest of the employees in the profitability and share price of the Securitas shares, the share price development and to stimulate a continued company loyalty over the forthcoming years. Securitas AB has previously issued a convertible debenture loan, amounting to SEK 700,000,000 to employees in the group. This loan was issued in April 1998 to persons then employed by Securitas AB and will expire on 31 January 2003. The remainder of the loan amounts to SEK 301 million. The increase of the share capital of Securitas AB will at a full subscription and conversion of the convertible bonds, respectively, and based on a share rate of the company of SEK 200, a EUR-SEK-rate of 9.13 and a conversion rate determined in accordance with what has been stated above, be approximately SEK 16,092,000, which at a full conversion of the company's present outstanding convertible debenture loan, corresponds to a dilution of approximately 4.4 per cent of the share capital and approximately 3.1 per cent of the total number of votes. The aggregate dilution that may follow from the convertible bonds together with the outstanding convertible debenture loan, will be approximately 5.5 percent of the present share capital and approximately 3.9 percent of the present total number of votes. A full conversion would decrease the ratio earnings per share from 3.27 to 3.18. 2. The Incentive Program The incentive program shall be carried through mainly in accordance with what is stated below. Employees within the Group shall be offered the possibility to acquire shares ("Shares") in InvestCo, a Special Purpose Vehicle established for the intended purpose. InvestCo is a company (Société Anonyme) having its registered seat in Luxembourg. The offer will be directed to approximately 190,000 of the Group's employees in 21 countries. For practical and legal reasons, the acquisition of such Shares in InvestCo by employees in some countries will be made indirectly through subsidiaries or legal entities established for this particular purpose. FCPE is such a legal entity as may be established for the benefit of the employees in France. The allotment of the number of Shares in InvestCo shall be determined by the Board of Directors of Securitas AB in accordance with the following guidelines: a) A right to acquire shares, subject to information below and any adjustments required pursuant to local legal and regulatory requirements shall be granted to all current and permanent employees in the Securitas Group of Companies at the end of the subscription period (for the Shares in InvestCo), provided that a notice of termination of employment has not been given on such a date, or to such persons who at this time have signed employment contracts for permanent positions with companies in the Securitas Group of Companies. With regard to certain countries other than Sweden, such right is subject to the legality of such a transfer and to the discretion of the Board where in the opinion of the Board of Directors such a transfer may be made within reasonable administrative and financial constraints. This could mean that employees in certain countries may not be entitled to participate in the incentive program. b) The employees shall be entitled to acquire Shares in tranches of 2 or 8 Shares or multiples of 8 Shares. The price of each Share will be EUR 250. Each employee wishing to acquire such Shares will be guaranteed 2 Shares but it is the intention to allot to such employees who elect, not less than 8 Shares each. All employees shall have the same right to purchase Shares, however, if not otherwise prescribed according to local legal and regulatory requirements, no employee shall have the right to acquire Shares equal to an amount exceeding approximately 50% of his/her annual net salary, except for senior managers within the Group (appr. 110 persons), who shall have the right to acquire Shares up to an amount corresponding to 100% of their annual salary. Where there is an over-subsription and a demand for a number of Shares which exceeds the actual number of Shares in InvestCo, allotment shall take place by an overall proportional reduction of the number of over-subscribed Shares in relation to the number of Shares each employee wishes to acquire in accordance with the allotment principles described above c) Board members of Securitas AB, who are not employed within the Securitas Group, shall not be entitled to acquire Shares in InvestCo or otherwise participate in the incentive program. The subscription and allotment of Shares is expected to take place in April 2002. The purchase price for the acquired Shares shall correspond to the arm's length fair value, which value is expected to correspond to the material value of the Shares. The valuation of the Shares shall be performed by Deutsche Bank as an independent valuation institute. The valuation of the Shares has been performed in accordance with standard methodologies including the application of Black & Scholes adjusted to take into consideration certain specific terms for the incentive program. InvestCo will issue a number of different series of shares. Securitas AB will, pursuant to certain local legal and regulatory requirements, acquire shares in InvestCo of a series of shares that in principle will not entitle Securitas AB to any voting right nor any right to profit from the value development in InvestCo. The Shares acquired by the employees and in accordance with the hedge arrangement as described below, will be of a series that will provide an entitlement to voting right as well as profit from the value development in InvestCo. Securitas AB's share holding will initially be more than 10% but less than 20% of the share capital of InvestCo. The employees' acquisition of Shares is expected to correspond to 60-70% of the economic value of the Shares while the hedge arrangement is expected to correspond to 30-40% of the economic value of the Shares. The Shares will be freely transferable among the employees. Other transfers of the Shares must first be offered to Securitas AB for purchase, however employees will not be able to require companies in the Securitas Group to purchase their shares. InvestCo intends to finance its subscription for the convertible bonds, to an amount equal to 90 percent of the value of the convertible bonds by raising financing of maximum EUR three hundred and ninety-nine million and nine hundred and ninety-six thousand (399,996,000) (the "Loan") and for the remaining 10 percent by the capitalization which shall take place by way of the employees' acquisition of Shares and the hedge arrangement described below. InvestCo will then have an equity of up to maximum EUR 44,444,000. Each Share offered to the employees will have an arm's length fair value and price of EUR 250. InvestCo intends to divest its assets (which include convertible bonds and/or shares) during 2007 and repay all its debts, so that InvestCo's may then distribute the remaining proceeds, less repayment of the nominal value of the shares held by Securitas AB, shall be distributed to the employees who participate in the incentive program. The accrued interest from the convertible bonds is intended to cover the interest paid under the Loan together with certain administrative costs. Decisions relating to conversion, sale or other management issues concerning the convertible bond and/or shares in Securitas AB held by InvestCo shall be taken by the Board of Directors of InvestCo, which shall consist of 7 board members, whereof 2 Securitas AB representatives, 2 employee representatives and 3 independent board members. Securitas AB will not control InvestCo whether through its shareholdings or through its board representation. Securitas AB will issue different types of Stock Appreciation Rights to employees in the United States, Canada and the Netherlands, having economic rights and obligations basically corresponding to those of Shares in InvestCo via local subsidiaries and in principle on the same terms as for the sale of Shares. In order to hedge any value increase of the Stock Appreciation Rights, Securitas AB intends to arrange a hedge by acquiring a number of call options corresponding to the number of Stock Appreciation Rights from a foreign bank. The call options will be cash settled. The foreign bank will in turn enter into hedge arrangements under which InvestCo will issue shares similar to those issued to the employees investing in InvestCo and the employees investing in the other parallel structures. In addition, Securitas AB intends to hedge certain social security charges arising. Based on a preliminary estimate, the total hedging costs after tax are expected not to exceed EUR 600.000. It is not anticipated that the costs of the program will be materially affected by a possible value increase as the value increase of the Stock Appreciation Rights and the social security contributions mainly are to be secured by a hedge. Voting Majority The Board of Directors proposes the resolution on the issue of convertible bonds and the approval of the measures described here for the realization of the incentive program shall be valid only if supported by shareholders holding at least nine tenths of the given number of votes taken together with the shares represented at the shareholders' meeting, since the issue and the transfers form part of one integrated incentive program. The Board of Directors consider the incentive program to be a reasonable proposal, with regard to the persons who are entitled to subscribe, the conditions of the proposal, the size of the allotment, the existence of other share related incentive programs and other relevant factors. C. AVAILABLE DOCUMENTATION The Accounts and the Auditor's Report on the Group as well as the board's complete proposal regarding the issue of convertible bonds and approval of the incentive program will be available at the company as from 2 April 2002. Also, from April 2, 2002, the board's proposal regarding the issue of convertible bonds will be sent to shareholders who so request and state their address. Copies of other documentation will be sent to the shareholders, who so request and will also be available at the General Meeting. Stockholm in March 2002 Board of Directors SECURITAS AB (publ) This notice has been issued by and is the sole responsibility of Securitas AB and the approval of Deutsche Bank AG London is solely for the purposes of Section 21 of the Financial Services and Markets Act 2000 with regard to the terms of the notice ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/03/15/20020315BIT00980/wkr0001.doc http://www.waymaker.net/bitonline/2002/03/15/20020315BIT00980/wkr0002.pdf