Press release
13 April 2007
Annual General Meeting in Securitas Direct AB (publ)
The Shareholders of Securitas Direct AB are hereby invited to attend the Annual
General Meeting (“AGM”) to be held at 4.00 p.m. CET on Wednesday 16 May 2007, at
the Scandic S:t Jörgen Hotel, Stora Nygatan 35, Malmö, Sweden. Registration for
the AGM starts at 3.00 p.m. CET.
A. RIGHT TO PARTICIPATE
Shareholders who wish to attend the AGM must:
be recorded in the share register kept by the Swedish Central Securities
Depository (“VPC AB”) on Thursday 10 May 2007, and
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 telefax +46 8 775 01 95 marked “Securitas Direct AGM” or
via the company's website at www.securitas-direct.com, no later than Thursday 10
May 2007 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 must submit an original power of
attorney together with the notice of attendance. 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.
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 Thursday 10 May 2007, 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 and presented at
the AGM.
B. MATTERS AT THE AGM
Proposed agenda
Opening of the Meeting.
Election of Chairman of the Meeting.
Preparation and approval of the voting list.
Approval of the agenda.
Election of one or two person(s) to check the minutes.
Examination of whether the Meeting has been properly convened.
Report by the CEO.
Presentation of the Annual Report and the Auditor's Report as well as the
Consolidated Financial Statements and the Group Auditor's Report
Resolutions regarding
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 2006;
the appropriation of the company's profit according to the adopted Balance
Sheet;
the discharge of the Board of Directors and the CEO from liability for the
financial year 2006.
10. Determination of the number of Board members.
11. Determination of fees to the Board members.
12. Election of Board members.
13. Election of members of the Nomination Committee.
14. Resolution on the Board's proposed guidelines for remuneration to
management.
15. Resolution on the Board's proposal on a directed issue of warrants and the
approval of transfer of warrants, etc. - Incentive Program 2007/2014.
16. Resolution on the Board's proposed amendment of the Articles of Association.
17. Closing of the Meeting.
Election of Chairman of the Meeting (item 2)
The Nomination Committee has proposed that Thomas Berglund, Chairman of the
Board, 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 resolution on fees (items 10-12)
At the AGM 2006, Melker Schörling, chairman (Melker Schörling AB), Gustaf
Douglas (SäkI AB and Investment AB Latour), Annika Andersson (Fjärde AP-fonden)
and Marianne Nilsson (Swedbank Robur Fonder AB) were elected members of the
Nomination Committee in respect of the AGM 2007. In conjunction with the
election of Board members and the resolution on fees, the Nomination Committee
will present and give reasons for the proposals below as well as provide a
report on its work.
The Nomination Committee appointed by the AGM 2006 has proposed as follows:
The number of Board members shall be six. The Nomination Committee proposes
re-election of Board members Thomas Berglund, Gustaf Douglas, Anna Lindström,
Ulf Mattsson, Dick Seger and Ulrik Svensson, with Thomas Berglund as Chairman of
the Board.
Fees to the Board for the period up to and including the AGM 2008 shall amount
to a total of SEK 1,200,000, 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, with the exception of the CEO.
The AGM 2004 appointed PricewaterhouseCoopers AB as auditor for a term of four
years. Magnus Brändström is auditor in charge. The auditor's fees are paid as
per agreement.
Nomination Committee (item 13)
Shareholders representing approx. 22% of the shares and approx. 45% of the votes
in the company propose that the AGM resolves as follows: the Nomination
Committee in respect of the AGM 2008 shall have four members, with re-election
of Melker Schörling (Melker Schörling AB), Gustaf Douglas (SäkI AB and
Investment AB Latour), Annika Andersson (Fjärde AP-fonden) and Marianne Nilsson
(Swedbank Robur Fonder AB). 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 would be 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 prior
to the AGM 2008, the Nomination Committee shall be entitled to appoint another
representative among the major shareholders to replace such member.
Proposal by the Board on guidelines for remuneration to management (item 14)
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 the target of a
number of financial and operational key ratios, and 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 shall also be offered participation in
share-related incentive programs (see the proposal under item 15).
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 of Directors shall be entitled to deviate from the guidelines in an
individual case, if there are specific reasons for such a deviation.
Proposal by the Board on a directed issue of warrants and the approval of
transfer of warrants, etc. - Incentive Program 2007/2014 (item 15)
Incentive Program 2007/2014
The Board proposes that the AGM resolves to implement an incentive program
comprising 80 - 90 executives and key employees within the Securitas Direct
Group in Sweden and abroad (”Incentive Program 2007/2014”) by way of issuing
warrants with a right to subscribe for new shares of series B in the company.
Directed issue of warrants
The Board proposes the AGM resolves to issue, with deviation from the
shareholders' preferential right, a maximum of 9,375,000 warrants on the
following principal terms. The warrants shall be subscribed for free of charge
by the wholly-owned subsidiary Securitas Direct Services AB (corporate ID No.
556723-5329). Subscription for the warrants shall take place no later than 30
June 2007, with a right for the Board to extend the subscription period. Each
warrant shall entitle the holder to subscribe for one new share of series B in
Securitas Direct at a subscription price amounting to 130% of the volume
weighted average price paid for the company's share on the Stockholm Stock
Exchange during the period from 21 May up to and including 1 June 2007. The
warrants may be exercised for subscription for new shares during the last ten
business days in each quarter during the period from 30 June 2010 up to and
including 30 June 2014. Shares issued upon exercise of warrants during a certain
financial year shall entitle to dividend the first time on the record day for
dividend occurring next during the following financial year. The warrants shall
be subject to customary recalculation terms.
The Board gives the following reasons for the deviation from the shareholders'
preferential right. The issue forms part of the implementation of Incentive
Program 2007/2014, which, in the opinion of the Board, will benefit the
executives and key employees participating in the program as well as the
company's shareholders and the company. A warrant program that enables employees
to participate in the company's long-term value growth maintains the confidence
in the company and increases the share value. Incentive Program 2007/2014 is
also expected to result in increased commitment and motivation among the
participants as well as to strengthen the participants' ties to the group and to
contribute to the possibilities to maintain competent employees. Given this, the
Board is of the opinion that it is to the benefit of both the company and the
shareholders that executives and key employees within the Securitas Direct group
are given the opportunity to participate in the long-term growth of the
company's value in this manner.
Approval of transfer of the warrants
The Board proposes that the AGM resolves to approve that Securitas Direct
Services AB may transfer the warrants to employees within the Securitas Direct
group in accordance with the terms and guidelines below and otherwise dispose of
the warrants in order to fulfil obligations occurring under Incentive Program
2007/2014.
Guidelines for allotment, etc.
Executives and key employees shall be offered to acquire the warrants at market
price. The CEO and Chief Iberia Consumer may be offered and allotted up to
1,000,000 warrants per person, with guaranteed allotment of up to the
corresponding number of warrants. The CFO may be offered and allotted up to
750,000 warrants, with guaranteed allotment of up to the corresponding number of
warrants. Area Sales/Operation/Key Managers (approx. 40 persons) may be offered
and allotted up to 200,000 warrants per person, with guaranteed allotment of up
to 100,000 warrants. Other Key Employees (approx. 40 persons) may be offered and
allotted up to 100,000 warrants, with a guaranteed allotment of up to 50,000
warrants. At offering and allotment of warrants, the employee's performance,
position within and contribution to the company and the group shall be taken
into consideration. Any warrants that have not been allotted as set out above
shall be reserved for future recruitment of executives and key employees to the
group. At oversubscription, the category Other Key Employees shall have priority
to Area Sales/Operational/Key Managers.
Dilution
Incentive Program 2007/2014 comprises a total of not more than 9,375,000 new
shares of series B in the company. The company's share capital will, at full
exercise of all warrants, be increased by SEK 9,375,000, from SEK 365,058,897 to
SEK 374,433,897. Based on the current share capital of the company this
corresponds to a dilution of approx. 2.57% of the number of shares and approx.
1.81% of the number of votes. Incentive Program 2007/2014 corresponds to a
dilution of not more than approx. 2.50% of the share capital and not more than
approx. 1.77% of the number of votes at full dilution, calculated as the number
of additional shares in proportion to the number of existing and additional
shares.
Special authorisation
The Board proposes that the Board or anyone appointed by the Board shall be
authorised to make any minor adjustments to the above proposal that may be
necessary in connection with the registration of the above resolution with the
Swedish Companies Registration Office and any registration of the warrants with
VPC AB.
Majority
The proposal by the Board under this item 15 must be resolved upon the AGM with
the support of not less than nine-tenths of both the votes cast and the shares
represented at the Meeting.
Proposal by the Board on an amendment of the Articles of Association (item 16)
The Board proposes that the AGM resolves to amend the Articles of Association so
that the provision on notices convening General Meetings in § 7 is adjusted to
the effect that the number of newspapers in which notices are to be published is
reduced to comprise Post- och Inrikes Tidningar, Svenska Dagbladet and
Sydsvenska Dagbladet.
The proposal by the Board under this item 16 must be resolved upon the AGM with
the support of not less than two-thirds of both the votes cast and the shares
represented at the Meeting.
C. AVAILABLE DOCUMENTATION
The Annual Accounts, the Auditor's Report and the Board's proposal under agenda
item 9 b) will be available at the company as well as on the company's website,
www.securitas-direct.com, from 2 May 2007, at the latest. The complete proposals
by the Board in respect of agenda items 14, 15 and 16 will be available at the
company as well as on the company's website from 2 May 2007. All documents will
also be sent to shareholders who so request and be available at the AGM.
Malmö in April 2007
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 Group's success is based on a strong growth
focus, scalable concepts and highly developed local entrepreneurship. Operations
span three geographic markets covering nine European countries. In 2006
Securitas Direct reported sales of 3,306 MSEK, operating income (proforma) of
223 MSEK and net customer portfolio growth of 21 per cent. The series B share
has been listed on the Stockholm Stock Exchange since 29 September 2006.
