Annual General Meeting in Securitas Systems AB (publ)
The Shareholders of Securitas Systems AB are hereby invited to attend the Annual
General Meeting to be held at 5.00 p.m. CET on Wednesday 9 May 2007, at the
Hilton Slussen Hotel, Guldgränd 8, Stockholm. Registration for the Annual
General Meeting starts at 4.00 p.m. CET.
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the Annual General Meeting must:
(i) be recorded in the share register kept by the Swedish Central Securities
Depository (“VPC AB”) on Thursday 3 May 2007,
and
(ii) notify the company of their intent to attend the Annual General Meeting in
writing to Securitas Systems AB, “AGM”, P.O. Box 47022, SE-100 74 Stockholm, or
by telephone +46 8 657 76 92, or by telefax +46 8 657 76 93 marked “Securitas
Systems AGM” or via the company website www.securitassystems.com on Thursday 3
May 2007, at 4.00 p.m. CET at the latest. When giving notice of attendance, the
shareholder shall state name, personal identity number (corporate identification
number), address, telephone number and number of shares. Proxy and
representative of a legal person shall submit papers of authorisation prior to
the AGM. As confirmation of the notification, Securitas Systems AB will send an
entry card, which shall be presented at registration for the AGM.
In order to participate in the Annual General Meeting, shareholders with
nominee-registered shares must request their bank or broker to have the shares
temporarily owner-registered with VPC AB by Thursday 3 May 2007. The
shareholders must therefore notify their nominees in due time before the said
date.
B. AGENDA
Proposal for Agenda
1. Opening of the Meeting.
2. Election of Chairman of the Annual General 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. Report of the President.
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 31
December 2006;
b) appropriation of the company's profit according to the adopted Balance
Sheet and record date for dividend;
c) discharge from liability of the Board of Directors and the Managing
Director for the financial year 2006.
10. Determination of the number of members and deputy members of the Board of
Directors.
11. Determination of fees to the Board of Directors and the Auditors.
12. Election of members of the Board of Directors.
13. Election of members of the Nomination Committee.
14. Determination of guidelines for remuneration to management.
15. Resolutions regarding the proposals of the Board of Directors concerning:
a) the implementation of an incentive program for certain employees of the
Securitas Systems group.
b) a directed issue of subscription warrants and approval of transfer of
subscription warrants, etc.
16. Resolution regarding amendment of the articles of association.
17. Closing of the Meeting.
Election of Chairman of the Meeting (item 2 on the Agenda)
The Nomination Committee elected by the Annual General Meeting 2006 has proposed
that Melker Schörling, Chairman of the Board, shall be elected Chairman of the
Annual General Meeting 2007.
Proposal for Dividend (item 9 b) on the Agenda)
The Board of Directors proposes a dividend of SEK 0.40 per share to be declared.
As record date for the dividend, the Board of Directors proposes 14 May 2007. If
the Annual General Meeting resolves in accordance with the proposal, the
dividend is expected to be distributed by VPC AB starting on 18 May 2007.
Proposal for Election of the Board of Directors and Resolution regarding fees
(items 10-12 on the Agenda)
At the Annual General Meeting 2006, Gustaf Douglas (SäkI AB and Investment AB
Latour), Melker Schörling (Melker Schörling AB), Marianne Nilsson (Swedbank
Robur Fonder) and Annika Andersson (Fjärde AP-fonden) were elected members of
the Nomination Committee up until the Annual General Meeting 2007.
In connection with the election of the Board of Directors and resolution
regarding fees at the Annual General Meeting 2007, the Nomination Committee will
present and motivate the proposals below and report on the work of the
committee.
The Nomination Committee appointed at the Annual General Meeting 2006 has
proposed as follows:
The number of board members shall be seven, without any deputy members. The
Nomination Committee proposes re-election of the board members Carl Douglas,
Tomas Franzén, Eva Lindqvist, Melker Schörling and Juan Vallejo, and new
election of Ulrik Svensson and Anders Böös, for the period up to and including
the Annual General Meeting 2008, with Melker Schörling as Chairman of the Board.
Ulrik Svensson (born in 1961), a Master of Science in Business Administration
and Economics, is the CEO of Melker Schörling AB and is also a member of the
Board of Directors of Securitas Direct AB and Loomis AB.
Anders Böös (born in 1964), was formerly the CEO in Hagströmer & Qviberg AB and
Drott AB. He is the Chairman of the Board of Industrial and Financial Systems
IFS AB and Observer AB and a member of the Board of Directors of Investment AB
Latour and Explorer Property Fund Baltic States AB.
Information on all the proposed members of the Board of Directors is available
on the company's website www.securitassystems.com.
Fees to the Board of Directors for the period up to and including the Annual
General Meeting 2008 shall amount to SEK 1,400,000 in total 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, except the President. Fee to the
auditors shall be paid on current account.
Shareholders jointly representing approximately 26 per cent of the shares and
approximately 48 per cent of the votes in the company have announced their
intention to vote in accordance with the proposals of the Nomination Committee.
At the Annual General Meeting 2005, PricewaterhouseCoopers AB, Stockholm, was
appointed auditor for a term of office of four years. Agneta Brevenhag,
Anna-Carin Bjelkeby and as from 2006, Kerstin Moberg, has been auditor in
charge.
Proposal for election of members of the Nomination Committee (item 13 on the
Agenda)
Shareholders together representing approximately 29 per cent of the shares and
approximately 50 per cent of the votes in the company propose that the Annual
General Meeting resolves as follows: The Nomination Committee shall consist of
four members, whereby re-election of Gustaf Douglas (SäkI AB and Investment AB
Latour), Melker Schörling (Melker Schörling AB) and Marianne Nilsson (Swedbank
Robur Fonder) and new election of Mats Tunér (SEB Fonder) is proposed for the
time period up until the Annual General Meeting 2008. Gustaf Douglas shall be
appointed Chairman of the Nomination Committee. If a shareholder represented by
one of the members of the Nomination Committee no longer is one of the major
shareholders of the company or if a member of the Nomination Committee is no
longer employed by such shareholder or for any other reason leaves the
Nomination Committee before the Annual General Meeting 2008, the Nomination
Committee shall be entitled to appoint another representative among the major
shareholders to replace such member.
Proposal for resolution of guidelines for remuneration to management (item 14 on
the Agenda)
The Board of Directors proposes that the Annual General Meeting resolves on
guidelines for remuneration to the management principally entailing that
salaries and other terms of remuneration to the management shall be in
accordance with market conditions. In addition to a fixed salary, the management
may also receive variable remuneration which shall have a predetermined cap and
be based on the outcome in proportion to targeted results (and in some cases
other key figures) within the individual area of responsibility (group or
division) as well as other benefits. In addition to the variable remuneration,
there may from time to time be approved share or share related incentive
programs. The total cost of fixed and variable remuneration shall each year be
set to an amount which includes all the company's remuneration costs, which
enables the management to allocate part of the fixed and variable remuneration
to other benefits, such as pension benefits. The pension plans of the management
shall be principally fee-based.
Upon notice of termination by the company there may be a right to severance pay
which in such cases shall have a predetermined cap. No severance pay shall be
paid upon notice of termination by the employee.
The Board of Directors shall be entitled to deviate from the guidelines in an
individual case, if there are specific reasons for such deviation.
Proposal of the Board of Directors for resolution on an incentive program and a
directed issue of subscription warrants etc (item 15 a) and b) on the Agenda)
Proposal for a resolution to implement an incentive program for certain
employees in the Securitas Systems group (item 15 a)
The Board of Director's proposal implies in brief that the Annual General
Meeting shall resolve to implement an incentive program comprising approximately
60 senior executives within the Securitas Systems Group in Sweden and abroad
(”Incentive Program 2007/2012”). It is proposed that the following principal
terms and guidelines for the Incentive Program 2007/2012 shall apply. Senior
executives and key-employees shall be offered to acquire, at market price,
subscription warrants to be issued according to the Board of Director's proposal
for resolution under item 15 b). The subscription warrants shall entitle to new
subscription of shares of series B in Securitas Systems AB at a fixed rate of
SEK thirty (30) during the exercise period of the subscription warrants.
The reasons for implementing the Incentive Program 2007/2012 are that Securitas
Systems AB wishes to introduce an incentive for senior executives and
key-employees within the group, whereby they can be offered the opportunity to
take part in an increase in value of the company's share. This is expected to
increase the interest in the company's development - as well as in the company's
share price development - and to stimulate a continued company loyalty over the
forthcoming years. The Incentive Program 2007/2012 shall, however, only be
directed to such key-employees, who in their employment have a distinct
responsibility for the company's development and a significant possibility to
affect this.
The Board of Directors of Securitas Systems AB shall be entitled to resolve on
the allotment of subscription warrants to the senior executives and
key-employees within the group according to the following guidelines:
- CEO and President max. 1,000,000 subscription
warrants
- Other members of the group max. 500,000 subscription
management and CEO of major warrants each
foreign subsidiaries
- CEO of minor foreign max. 250,000 subscription
subsidiaries, controllers, warrants each
other senior executives and
key employees of the group
There will be no guaranteed allotment. The employee's performance, position
within, as well as contribution to the group shall be taken into account in
connection with the offer and the allotment of subscription warrants. In case of
over-subscription, allotment shall be made through a percentage reduction of the
number of subscription warrants that each person entitled to subscribe has
subscribed for. If there are any subscription warrants remaining after the first
allotment, allotment shall be made on a pro rata basis to the before mentioned
persons entitled to subscribe in the abovementioned categories in proportion to
the number of subscription warrants allotted to them in the first allotment.
Acquired subscription warrants shall not be subject to pre-emptive rights.
Proposal for a resolution on a directed issue of subscription warrants and
approval of transfer of subscription warrants, etc. (item 15 b)
In order to implement the Incentive Program 2007/2012, the Board of Directors
proposes that the Annual General Meeting resolves on a directed issue of five
million (5,000,000) subscription warrants with a right to new subscription of
shares in Securitas Systems AB. Each subscription warrant shall entitle to
subscription of one (1) new share of series B in Securitas Systems AB.
Subscription for shares in Securitas Systems AB under the subscription warrants
will take place during the time period commencing on 30 June 2007 up to and
including 30 June 2012. The rate of new subscription will be determined to SEK
thirty (30) per share (however, not less than the par value of the share).
With a deviation from the shareholders' preferential rights, the right to
subscribe for the subscription warrants shall vest in Securitas Systems Sverige
AB, a wholly-owned subsidiary of Securitas Systems AB. Subscription and payment
of the subscription warrants shall be made by 10 May 2007 at the latest.
Oversubscription is not possible. The subscription price shall correspond to the
determined market value of the subscription warrants. The reasons for
disregarding the shareholders' preferential rights are that Securitas Systems AB
wishes to implement the Incentive Program 2007/2012 for allotment of
subscription warrants to senior executives and key-employees within the group,
whereby they are offered the opportunity to take part of an increase in value of
the company's share.
Securitas Systems Sverige AB shall against payment, on one or several occasions,
transfer the subscription warrants to the senior executives and key-employees
within the Securitas Systems group designated by the Board of Directors of
Securitas Systems AB. Transfer shall be made at the fair market value at the
time of transfer, which value is to be determined by an independent valuation
institute according to an accepted valuation model (Black & Scholes). The
subscription warrants shall be subject to customary recalculation conditions.
The Board of Directors shall be entitled to adjust the terms in Incentive
Program 2007/2012 to the extent required in order to allow allotment of
subscription warrants to persons in other jurisdictions to, as far as
practically possible, be made on conditions corresponding to what follows from
Incentive Program 2007/2012.
At full subscription of the now proposed issue and at full exercise of the
subscription warrants, the share capital may be increased by a total of maximum
SEK five million (5,000,000), equivalent to approximately 1.37 per cent of the
company's current share capital and approximately 0.96 per cent of the number of
votes. In aggregate the program may result in a total dilution of maximum
approximately 1.35 per cent in proportion to the share capital and approximately
0.95 per cent in proportion to the number of votes, calculated as the number of
new shares in relation to the number of existing shares and new shares.
Other important key ratios will at full subscription and full conversion of all
issued subscription warrants be affected as follows:
- earnings per share: a reduction by SEK 0,01 from SEK 0,92 to SEK 0.91;
- equity per share: an increase by SEK 0,11 from SEK 6,12 to SEK 6,23.
The above calculations of the key ratios are based on the combined financial
statements for Securitas Systems AB for 2006.
The Incentive Program 2007/2012 will not lead to any significant costs.
Therefore, no measures have been taken to hedge the program.
It is proposed that the Annual General Meeting resolves to approve the transfer
of subscription warrants to senior executives and key-employees in the group as
described above.
The Board of Director's proposal includes that the Board of Directors or anyone
appointed by the Board of Directors shall be authorised to make the minor
adjustments of the above mentioned proposals for resolutions that may be
required in connection with the registration of the above resolutions by the
Swedish Companies Registration Office.
The proposals of the Board of Directors have been processed by the Board of
Directors. Juan Vallejo, CEO, President of the group, and Board Member, to whom
subscription warrants may be allotted, has not participated in the process of
the matter.
The Board of Directors' proposal for a resolution according to item 15 a) and b)
shall be considered as a package, as the different proposals are subject to and
connected with each other. For this reason, it is proposed that the Annual
General Meeting adopts one single resolution regarding the above mentioned
proposals with observance of the majority rules stated in chap 16, § 8 of the
Swedish Companies Act, meaning that the resolution shall be supported by
shareholders representing at least nine-tenths of both the number of votes cast
and the shares represented at the Annual General Meeting.
Proposal for a resolution to amend the articles of association (item 16 on the
Agenda)
The Board of Directors proposes that the Annual General Meeting resolves to
amend the articles of association so that a notice to attend a general meeting
shall be announced in Svenska Dagbladet and in Dagens Industri (§ 7 second
paragraph).
The proposal of the Board of Directors is subject to the resolution adopted by
the Annual General Meeting being supported by shareholders representing at least
two-thirds of both the votes cast as well as the shares represented at the
meeting.
C. AVAILABLE DOCUMENTS
Accounting documents and the auditor's report will be available at the company
and on the company's website www.securitassystems.com from 25 April 2007 and
will be sent to all shareholders in connection with the meeting. The complete
proposals of the Board of Directors with regard to items 9 b), 14, 15 and 16 on
the agenda and relating documents will be available at the company as from 25
April 2007 and copies will be sent to shareholders on request. Accounting
documents and the auditor's report and the complete proposals of the Board of
Directors will also be available at the Annual General Meeting.
Stockholm in April 2007
The Board of Directors
SECURITAS SYSTEMS AB (publ)
This press release is also available on www.securitassystems.com
Annual General Meeting in Securitas Systems AB (publ)
| Source: Niscayah Group AB
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