The Independent Committee of the Board of Directors of Securitas Direct recommends share-holders and warrant holders not to accept the offer from ESML Intressenter

Press release
6 December 2007

The shareholders and warrant holders of Securitas Direct AB (publ)
("Securitas Direct") have been offered to sell their shares and
warrants in Securitas Direct to ESML Intressenter AB for SEK 26 and
SEK 8.60, respectively.

The Independent Committee of the Board of Directors of Securitas
Direct (the "Committee") recommends Securitas Direct's shareholders
and warrant holders not to accept the offer."The Committee believes that Securitas Direct's business model is
very strong and that the client portfolio of Securitas Direct
represents a substantial value. In addition, there are significant
opportunities to continue to grow Securitas Direct's operations
adding value to its shareholders. We do not believe that the offer
reflects the fundamental value of the company", says Ulf Mattsson,
Chairman of the Board and member of the Committee.

Securitas Direct is going through a period of substantial growth. The
Company's business model is such that it grows by "acquiring" new
customers. Acquisitions of new customers represent an investment for
the company, which to a large extent is charged immediately to the
income statement. This makes it difficult to value Securitas Direct
based on conventional multiples of earnings, as such an approach
assigns a negative value to the acquisition of new customers, i.e. a
negative value to growth. However, such acquisitions of new customers
in fact significantly add to the value of Securitas Direct.

J.P. Morgan plc ("JPMorgan") and SEB Enskilda, Skandinaviska Banken
AB ("SEB Enskilda") have each independently issued inadequacy
opinions to the Committee. These opinions are attached to this
statement.

The Independent Committee of the Board of Directors

For further information, please contact:
Ulf Mattsson, Chairman of the Board, tel. +46 709 76 04 66


Attachment SEB Enskilda

Attachment JPMorgan



Stockholm, December 6, 2007

Statement of the Independent Committee of the Board of Directors of
Securitas Direct AB (publ) in relation to the public cash offer from
ESML Intressenter AB

Background

On 13 November 2007 ESML Intressenter AB ("ESML Intressenter"),
indirectly jointly-owned by EQT V ("EQT"), SäkI AB ("SäkI"), Melker
Schörling AB ("MSAB") and Investment AB Latour ("Latour"), announced
a public cash offer to the shareholders and holders of warrants of
Securitas Direct AB (publ) ("Securitas Direct" or the "Company").

According to the offer document published by ESML Intressenter on 3
December 2007 (the "Offer Document"), the shareholders of Securitas
Direct are offered to tender shares of series B in the Company
("Series B Shares") to ESML Intressenter for a consideration of SEK
26.00 in cash per share (the "Offer", and the "Offer Price"). Owners
of warrants awarded to certain Securitas Direct employees,
exercisable into shares of series B in the Company ("Warrants"), are
also part of the Offer. The warrant holders are offered SEK 8.60 per
warrant. The Offer Price is subject to adjustment should Securitas
Direct pay any dividend or make any other value distribution prior to
the settlement of the Offer.

The acceptance period for the Offer runs from 4 December 2007 to 11
January 2008. The Offer is, amongst other conditions, conditional
upon being accepted to the extent that ESML Intressenter becomes the
owner of more than 90% of the total number of shares in Securitas
Direct before as well as after dilution, although ESML Intressenter
has reserved the right to waive this and other conditions of the
Offer.

In the Offer Document ESML Intressenter states that it currently has
no plans to carry out any significant changes in the future
operations or overall strategy for Securitas Direct, besides an
increased focus on growth. Accordingly, no significant changes as
regards employment in the places where Securitas Direct is operating
today are foreseen. ESML Intressenter further states that it places
great value on Securitas Direct's management and employees and that
it intends to continue to safeguard the amicable relations with
employees that exist at Securitas Direct.

Latour is the largest shareholder in Securitas Direct with 7.5% of
the capital and 12.2% of the votes. MSAB and SäkI own 4.5% and 3.5%
of the capital, respectively, and 10.9% and 17.4% of the votes,
respectively. Latour, MSAB and SäkI have undertaken to transfer all
their shares of series A and series B into ESML Intressenter if the
Offer is completed. The transferred shares, of series A as well as of
series B, will be valued at the Offer Price.

Independent Committee
On 12 November 2007, Securitas Direct's Board of Directors held a
special Board meeting, at which the Board members were informed of
ESML Intressenter AB's written proposal and an independent committee
(the "Committee") was appointed. The Committee consists of Securitas
Direct's Chairman, Ulf Mattsson and Board member Anna Lindström. The
Committee does not include either of Ulrik Svensson or Gustaf Douglas
because of their connections with MSAB and with SäkI and Latour,
respectively, neither does it include Dick Seger, because at the time
of forming the Committee it was held likely that he would be faced
with a situation of conflicting interests or a similar situation.

Pursuant to section II.14 of the OMX Nordic Exchange Stockholm
Takeover Rules (the Takeover Rules") Securitas Direct's Board of
Directors is to announce a statement containing its view of the
Offer. Since Ulrik Svensson and Gustaf Douglas are having conflicting
interests due to their connections with MSAB and with SäkI and
Latour, respectively, the remaining board members do not constitute
the requisite quorum, and, consequently, the Board of Directors
cannot issue the statement pursuant to the Takeover Rules. However,
the Committee has evaluated the Offer and otherwise handled matters
related to the Offer on behalf of the Company and therefore the
Committee believes that it is in the Company's shareholders' interest
if the Committee gives its view on the Offer.

Recommendation by the Committee
Based on information given by ESML Intressenter regarding the effects
that the completion of the Offer would have on Securitas Direct, in
particular with regard to employment, and ESML Intressenter's
strategic plans for Securitas Direct, the Committee is of the opinion
that the Offer would not result in any major changes or any
significant effects on employment or the locations of the Company's
business.

As part of its work related to the Offer, the Committee has initiated
an investigation of interest from potential third party acquirers of
the Company.

In assessing the Offer, the Committee has considered Securitas
Direct's current performance and future prospects as well as other
factors that the Committee has deemed relevant in relation to the
Offer, including the matters referred to below.

Securitas Direct is going through a period of substantial growth,
both in its core geographic markets as well as potentially in new
markets.  The Company's business model is such that it "acquires" new
customers by investing in marketing and other selling efforts as well
as in equipment which is installed with the new customers. The
initial fee paid by a customer on installation is significantly less
than the combined cost to Securitas Direct of acquiring such a
customer and of installing the equipment. The majority of the initial
cost is charged to the income statement. The cost of equipment is
capitalised and depreciated over five years. This accounting
treatment is in contrast to some of the Company's peers who
capitalise the initial cost and fees and recognise them in the income
statement over the estimated average life of the customer.

In accordance with the above, acquisitions of new customers represent
an investment for the Company, which to a large extent is charged
immediately to the income statement. However, such acquisitions of
new customers have a significant positive value since the present
value of the discounted net cash flow stemming from each customer
account significantly exceeds the initial investment.

The above makes it difficult to value Securitas Direct based on
conventional multiples of earnings, as such an approach assigns a
negative value to the acquisition of new customers, when in fact such
acquisitions on average generate a significant positive net present
value.

According to the Offer Document, the Offer Price represents a premium
of 25% relative to the closing price of the Securitas Direct share on
November 12, 2007, the day before launch of the Offer. However, in
the Committee's view, such a premium calculation is of limited
relevance because i) the focus of the Offer should be on the
fundamental value, based on reasonable future expectations, that
would be transferred from the current shareholders to the bidders
should the Offer be completed and ii) the historical trading
valuation of Securitas Direct is not seen as reflective of such
fundamental value. This may be partly due to the facts that (a)
Securitas Direct is difficult to value based on conventional
approaches, for the reasons referred to above, (b) the Company has
been listed only since September 29, 2006, and c) the Company does
not have any direct peers in its local market.

The Committee recognises that the Offer from ESML Intressenter and
the capital structure which the consortium has indicated for
Securitas Direct following the buy-out highlights the potential to
add leverage to the balance sheet of Securitas Direct.

Based on the above, the Committee recommends Securitas Direct's
shareholders and holders of Warrants not to accept the Offer.

As required by section III.3 of the Takeover Rules, the Committee has
obtained inadequacy opinions from JPMorgan and SEB Enskilda (the"Opinions") which provide, on the basis of and subject to the
qualifications and assumptions stated therein and on the basis stated
in the footnote below that, as at the date of the Opinions, the
consideration to be paid to the holders of Series B Shares and
Warrants (other than ESML Intressenter and its shareholders) in the
Offer is inadequate, from a financial point of view, to such
holders.[1]

This statement is in all respects to be governed by and construed in
accordance with Swedish law. Any dispute arising out of or in
connection with this statement is to be settled exclusively by
Swedish courts.[2]

The Committee has been advised by Mannheimer Swartling Advokatbyrå as
legal advisor.


[1] The Opinions have been provided to the Committee solely for the
benefit of the Committee in connection with, and for the purposes of,
its consideration of the Offer.  The Opinions do not constitute a
recommendation to any holder of any securities in the Company as to
whether or not such holder should tender Series B Shares or Warrants
pursuant to the Offer, are not provided on behalf of, nor shall they
confer rights or remedies upon, any holder of any securities in the
Company or in ESML Intressenter, or any other person other than the
Committee, and may not be used for any other purpose.  The Opinions
may not be used or relied upon by any person other than the Committee
or disclosed, referred to or communicated (in whole or in part) by
the Committee or any other person to any third party for any purpose
whatsoever except with the prior written consent in each instance of
JPMorgan and SEB Enskilda in respect of their own Opinion, except
that a copy of the Opinions may be included in any public release
that the Committee is obligated to issue pursuant to the Takeover
Rules with respect to the Offer.

JPMorgan and SEB Enskilda are acting for Securitas Direct in relation
to the Offer and for no other person. JPMorgan and SEB Enskilda shall
not regard any other person (including, without limitation, any
person who is a director, employee of the Company or any holder of
securities in the Company) as its client in relation to the Offer and
shall not be responsible to any person other than the Committee of
Securitas Direct for providing protections afforded to clients of
JPMorgan or SEB Enskilda respectively or for advising any other
person in relation the Offer or any of the matters referred to
herein.

[2] The previous two sentences shall not apply with respect to the
Opinion provided by JPMorgan or any matter arising out of or in
connection therewith.