The Shareholders of Securitas Direct AB are hereby invited to attend
the Annual General Meeting ("AGM") to be held at 3.00 p.m. CET on
Friday 23 May 2008, at S:t Gertrud Konferens, Östergatan 7B, Malmö,
Sweden. Registration for the AGM starts at 2.00 p.m. CET.
A. RIGHT TO PARTICIPATE
Shareholders who wish to attend the AGM must:
(i) be recorded in the share register kept by the Swedish Central
Securities Depository ("VPC AB") on Friday 16 May 2008, and
(ii) notify the company of their intention to attend the AGM in
writing to Securitas Direct AB, "AGM", P.O. Box 47011, SE-100 74
Stockholm, Sweden, or by telephone +46 8 775 80 27, by fax +46 8 775
01 95 marked "Securitas Direct AGM" or via the company's website at
www.securitas-direct.com, no later than Monday 19 May 2008 at 4.00
p.m. CET.
When giving notice of attendance, the shareholder shall state name,
address, telephone number (daytime), personal ID number or corporate
ID number and number of shares. Shareholders represented by proxy
should submit an original power of attorney prior to the AGM.
Representatives of legal entities must in addition thereto provide a
copy of a registration certificate or similar document of
authorisation, indicating the signatories of the legal entity. A
proxy form is available on the company's website and will be sent to
shareholders on request.
Shareholders with nominee-registered shares must, in order to be
entitled to participate in the AGM, have their shares temporarily
owner-registered with VPC AB by Friday 16 May 2008, at the latest.
Such shareholders must therefore notify their nominees in due time
before the said date.
An entrance card will be sent by mail to shareholders that have given
notice of attendance as set out above. The entrance card shall be
brought to, and presented at, the AGM.
B. MATTERS AT THE AGM
Proposed agenda
1. Opening of the Meeting.
2. Election of a 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 check the minutes.
6. Examination of whether the Meeting has been properly convened.
7. Report by the CEO.
8. Presentation of the Annual Report and the Auditor's Report as
well as the Consolidated Financial Statements and the Group
Auditor's Report
9. Resolutions regarding
a) the adoption of the Income Statement and the Balance
Sheet as well as the Consolidated Income Statement and the
Consolidated Balance Sheet as per 31 December 2007;
b) the appropriation of the company's profit according to
the adopted Balance Sheet;
c) the discharge of the Board of Directors and the CEO from
liability for the financial year 2007.
10. Determination of the number of Board members.
11. Determination of fees to the Board members and the auditor.
12. Election of Board members and a registered accounting firm.
13. Proposal from Pennant Capital Management LLC on a minority
shareholders' auditor.
14. Resolution on a potential Nomination Committee.
15. Resolution on the Board's proposed guidelines for remuneration to
management.
16. Closing of the Meeting.
Election of a Chairman of the Meeting (item 2)
ESML Intressenter AB, representing more than 85% of the votes in the
company, has proposed that Hans Wibom, member of the Swedish Bar
Association, shall be elected Chairman of the AGM.
Proposal on appropriation of profits (item 9 b)
The Board proposes that the retained earnings together with the net
profit for the year shall be carried forward.
Proposal on election of Board members and a registered accounting
firm as well as resolution on fees (items 10-12)
ESML Intressenter AB has put forward the following proposals:
The number of Board members shall be six. ESML Intressenter AB
proposes re-election of Board members Peter Nilsson, Gunnar Asp,
Harry Klagsbrun, Anna Lindström, Ulf Mattsson and Svante Östblom,
with Peter Nilsson as Chairman of the Board.
Fees to the Board for the period up to and including the AGM 2009
shall amount to a total of SEK 1,400,000, to be distributed among the
Board members as follows: SEK 400,000 to the Chairman of the Board
and SEK 200,000 to each of the other Board members elected by the
AGM.
It is proposed that the registered accounting firm Deloitte AB is
elected new auditor of the Company for a period up until the end of
the AGM 2012. The auditor's fees are proposed to be paid as per
agreement.
Proposal from Pennant Capital Management LLC on a minority
shareholders' auditor (item 13)
Pennant Capital Management LLC, representing 10.1% of the shares and
7.1% of the votes in the company, has proposed that a minority
shareholders' auditor to be appointed in accordance with Chapter 9,
section 9 of the Swedish Companies Act shall participate in the audit
together with the auditor elected by the AGM. The proposal requires
the support by holders of at least one-tenth of all shares in the
company or at least one-third of the shares represented at the AGM.
Resolution on a potential Nomination Committee (item 14)
Due to, among other things, the fact that ESML Intressenter AB holds
more than 85% of the votes in the company and the company being a
subsidiary of ESML Intressenter AB, it is the opinion of ESML
Intressenter AB that there is no need for a formal Nomination
Committee for the preparation of the election of the Board and
auditors and the matters of fees relating thereto. ESML Intressenter
AB therefore has proposed that no Nomination Committee shall be
appointed and that proposals on the said matters from single
shareholders can be submitted to the Chairman of the Board, c/o
Securitas Direct AB, P.O. Box 4519, SE-203 20 Malmö, Sweden.
Proposal by the Board on guidelines for remuneration to management
(item 15)
The Board proposes that the AGM resolves on guidelines for
remuneration to management principally entailing that salaries and
other remuneration terms for management shall be on market
conditions. In addition to fixed salary, management may also receive
variable remuneration, which shall have a predetermined cap and be
based on the outcome in relation to targets made in respect of a
number of financial and operational key ratios, and shall be
determined separately for each executive. As regards the CEO, the
total cost of fixed and variable remuneration may each year be
determined at an amount that includes all of the company's
remuneration costs, including social benefit costs, enabling the CEO
to allocate parts of the fixed salary to other benefits, such as
pension benefits. Other executives shall be included in the Swedish
ITP plan or other local counterpart. Management may also be offered
participation in incentive programs.
The period of notice required by the company shall be 12 months in
relation to both the CEO and other executives. The period of notice
required by the CEO shall be 6 months and, by other executives, 6 to
12 months. Upon notice of termination by the company, a right to
severance pay shall be possible, which in such a case shall have a
predetermined cap. Upon notice of termination by executives, such
severance pay may be paid only under specific circumstances, e.g. in
conjunction with a change in control of the company.
The Board shall be entitled to deviate from the guidelines in
individual cases, if there are specific reasons for such a deviation.
C. AVAILABLE DOCUMENTATION, ETC.
The Annual Accounts and the Auditor's Report (including the Board's
proposal under agenda item 9 b) as well as the Board's complete
proposal in respect of agenda item 15 and the auditor's statement on
the compliance of the guidelines for remuneration to management
applicable since the last AGM, will be available at the company as
well as on the company's website, www.securitas-direct.com, from 9
May 2008, at the latest. All documents will also be sent to
shareholders who so request and will be made available at the AGM.
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. The total number of votes in the company amounts to
519,342,297.
Malmö in April 2008
Securitas Direct AB (publ)
The Board of Directors
Securitas Direct is a leading provider of high-quality security
services to homes and small businesses. The company's success is
based on a strong growth focus, scalable concepts and highly
developed local entre-preneurship. Operations span three geographic
markets covering nine European countries. In 2007 Securitas Direct
reported net sales of SEK 3,816 million, operating profit of SEK 275
million and net customer portfolio growth of more than 15%. Number of
customers amounts close to 950,000. Securitas Direct's class B shares
have been listed on the Stockholm Stock Exchange since 29 September
2006.
SECURITAS DIRECT AB (publ)
Kalendegatan 26, Box 4519 Tel: +46 40 25 45 00
SE-203 20 Malmö Fax: + 46 40 97 51 22
SWEDEN E-mail: ir@securitas-direct.com
Corp. id. no: 556222-9012 Web: www.securitas-direct.com
Annual General Meeting in Securitas Direct AB (publ)
| Source: Securitas Direct AB