The shareholders of Securitas AB, reg. no 556302-7241, are hereby invited to participate in the Extraordinary General Meeting ('EGM') to be held on Wednesday December 9, 2020.
In order to reduce the risk of spreading the coronavirus and to comply with regulations and general guidelines issued by the authorities, the EGM will, in accordance with temporary legislation, be held only by postal voting. Shareholders will not be able to physically attend the EGM in person or by proxy. Instead, Securitas welcomes shareholders to participate in the EGM by voting in advance as described below.
A. Right to participate
Shareholders who wish to attend the EGM must:
(i) be recorded in the share register maintained by Euroclear Sweden AB on Tuesday December 1, 2020; and
(ii) give notice of their intention to participate no later than Tuesday December 8, 2020 by submitting their postal vote in accordance with the instructions under Postal voting below, so that the postal vote is received by Euroclear Sweden AB no later than that day.
In order to participate in the proceedings of the EGM, owners with nominee-registered shares must in addition to giving notice of participation by submitting a postal vote, request their bank or broker to have their shares temporarily owner-registered with Euroclear Sweden AB. The share register for the EGM as of the record date Tuesday December 1, 2020, will take into account owner-registrations completed no later than Thursday December 3, 2020.
The Board has decided that shareholders shall be able to exercise their voting rights only by postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form must be used for the postal vote. The form for postal voting is considered as the notification of participation at the EGM and is available on the company's website www.securitas.com/egm2020. Completed and signed forms can be sent (i) by mail to Securitas AB (publ), c/o Euroclear Sweden, Box 191, 101 23 Stockholm; or (ii) by email to GeneralMeetingServices@euroclear.eu.
Shareholders who are natural persons may also submit their votes through verification with BankID in accordance with instructions at Euroclear Sweden AB's website https://anmalan.vpc.se/euroclearproxy.
The postal vote (completed form/electronic vote) must be received by Euroclear no later than Tuesday December 8, 2020. The shareholder may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.
For questions about the postal voting, please contact Euroclear Sweden AB, telephone +46 8 402 90 63 (Monday-Friday 9.00 am - 4.00 pm (CET)).
Proxy holders and representatives of legal persons shall submit papers of authorization enclosed with the form. Proxy forms are available at the company's website www.securitas.com/egm2020.
1. Election of Chair of the Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two person(s) to approve the minutes.
5. Determination of compliance with the Rules of Convocation.
6. Resolution on dividend and record date.
7. Resolution to amend the Articles of Association.
Item 1 - Election of Chair of the Meeting
The Board proposes that Marie Ehrling, Chair of the Board, is elected Chair of the EGM, or if she is unable to participate in the meeting, the person appointed by the Board.
Item 2 - Preparation and approval of the voting list
The voting list proposed to be approved is the voting list that has been prepared by Euroclear Sweden AB on behalf of the company, based on the share register for the EGM and postal votes received, approved by the persons elected to approve the minutes.
Item 4 - Election of one or two person(s) to approve the minutes
The Board proposes that Charlotte Kyller, representing Investment AB Latour, and Axel Martensson, representing Melker Schorling AB, or if one or both of them are unable to participate in the meeting, the person(s) appointed by the Board, to approve the minutes. The assignment to approve the minutes also include to approve the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.
Item 6 - Proposal for dividend and record date
The Board proposes a dividend for the financial year 2019 of SEK 4.80 per share. As record date for the dividend, the Board proposes Friday December 11, 2020. If the EGM so resolves, the dividend is expected to be distributed by Euroclear Sweden AB starting Wednesday December 16, 2020.
According to the balance sheet adopted by the Annual General Meeting 2020, the company's unappropriated earnings amounted to SEK 21,538,818,685. The Annual General Meeting resolved to allocate the company's earnings so that SEK 21,538,818,685 was carried forward. The company's equity, according to the adopted balance sheet, would have been SEK 58,063,526 lower, if financial instruments, having been valued at fair value pursuant to Chapter 4, Section 14a of the Swedish Annual Accounts Act, had instead been valued at the lower of cost or market.
At the disposal of the EGM is thereby a total amount of SEK 21,538,818,685 in unappropriated earnings before the decision on dividend. The amount available pursuant to Chapter 17, Section 3 of the Swedish Companies Act amount to SEK 21,538,818,685 before the proposed dividend, and will, if the EGM resolves in accordance with the proposal, amount to SEK 19,787,135,979. After distribution of the proposed dividend, Group contributions and a full utilization of the authorization to buy own shares resolved by the Annual General Meeting 2020, there will be full coverage for the company's restricted equity.
Item 7 - Proposal to amend the Articles of Association
As a result of legislative amendments, the Board proposes that the company's Articles of Association is amended as follows:
Present wording Proposed wording
The name of the company is Securitas AB. The company is a public company (publ).
The business name of the company (Sw. foretagsnamn) is Securitas AB. The company is a public company (publ).
Present wording Proposed wording
A shareholder, who wants to take part in the negotiations at a General Meeting, must be registered in a transcript or other presentation of the share register relating to the facts which were recorded five (5) weekdays before the General Meeting and must give notice to the company not later than the day mentioned in the notice convening the meeting, before 4 p.m. The last mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and must not fall earlier than on the fifth weekday before the General Meeting.
At the General Meeting, a shareholder is entitled to be accompanied by one or two assistants; however, only if the shareholder gives notice hereof to the company according to what is prescribed in the previous paragraph. (*) 9
A shareholder, who wants to take part in the negotiations at attend a General Meeting, must be registered in a transcript or other presentation of the share register relating to the facts which were recorded five (5) weekdays before on the record date for the General Meeting, which is established in accordance with the Swedish Companies Act, and must give notice to the company not later than the day mentioned in the notice convening the meeting, before 4 p.m. This day must not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and must not fall earlier than on the fifth weekday before the General Meeting.
At the General Meeting, a shareholder is entitled to be accompanied by one or two assistants; however, only if the shareholder gives notice hereof to the company according to what is prescribed in the previous paragraph.
Present wording Proposed wording
The shares of the company shall be registered in a CSD register in accordance with the Financial Instruments Accounts Act (1998:1479). 13 (*)
The shares of the company shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
Further, the Board proposes some minor editorial changes and that the President and CEO shall be authorized to make the minor adjustments to the above resolution that may prove to be necessary in connection with the registration of the articles of association with the Swedish Companies Registration Office. In order for the resolution under this item 7 to be valid, it must be supported by shareholders representing at least two-thirds of the votes cast as well as the shares represented at meeting.
C. Available Documentation etc.
The Boards' complete proposals are set out above. The following documentation will be available at the company and on the company website www.securitas.com/egm2020 no later than November 18, 2020: (i) the Annual Report and the Auditor's Report for the financial year 2019; (ii) the Board's statements pursuant to Chapter 18, Sections 4 and 6 of the Swedish Companies Act; and (iii) a statement from the auditor pursuant to Chapter 18, Section 6 of the Swedish Companies Act. In addition, copies of the documentation will be sent to the shareholders who so request, indicating their mailing address. The share register for the EGM will be available at the company's office, Lindhagensplan 70, 112 43 Stockholm, Sweden.
D. Shareholders' right to receive information
The Board and the President and CEO 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. A request for such information shall be made in writing to Securitas AB (publ), Group Legal, P.O. Box 12307, S-102 28 Stockholm or by email to email@example.com no later than ten days prior to the EGM, i.e. no later than November 29, 2020. The questions and the responses will be made available at the company and on the company's website www.securitas.com/egm2020 no later than five days prior to the EGM, i.e. December 4, 2020. In addition, the information will be sent to the shareholders who so request, indicating their mailing address.
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 are 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's holding of own shares, as of the date of this notice, is 125,000 shares of series B.
F. Processing of personal data
For information on how your personal data is processed in connection with the EGM, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in November 2020
the Board of Directors
SECURITAS AB (publ)
Micaela Sjokvist, Head of Investor Relations, mobile: +46 (0) 76 116 7443 or email firstname.lastname@example.org