STOCKHOLM, Sweden, March 10, 2003 (PRIMEZONE) -- The shareholders in Securitas AB (Other OTC:SCTBF) are hereby invited to attend the Annual General Meeting to be held at 5 p.m. on Tuesday, April 8, 2003, in "Vintertradgarden" at the Grand Hotel, entry via "Royal entre", Stallgatan 6. Registration for the General Meeting begins at 4:15 p.m.
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the General Meeting must:
(i) be recorded in the print-out of the share register maintained by the Swedish Securities Register Centre ("VPC"), made as of Saturday 29 March 2003. Due to the intervening weekend, such recording must be made on Friday, March 28, 2003 at the latest;
(ii) notify Securitas of their intent to participate in the General Meeting at the address: Securitas AB, "General Meeting", P.O. Box 12307, SE-102 28 Stockholm, Sweden, or by telephone +46-8 657 74 74 or by telefax +46-8 657 74 85, by 4.00 p.m., Wednesday 2 April 2003 at the latest. On giving notice of attendance, the shareholder shall state name, personal registration number or equivalent, (corporate identity number), address and telephone number. Proxy and representative of a juridical person shall submit papers of authorisation prior to the General Meeting. As confirmation of notification, Securitas AB will send an entry card, which should be presented at registration for the General Meeting.
In order to participate in the proceedings of the Annual General Meeting, owners with nominee-registered shares should request their bank or broker to have their shares temporarily owner-registered with VPC. Due to the intervening weekend, such registration must be made on Friday 28 March 2003 at the latest, and the banker or broker should therefore be notified in due time before the said date.
B. AGENDA
Proposal for Agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Drawing up and approval of the voting list.
4. Approval of the agenda. 5. Election of one or two person(s) to
check the minutes.
6. Determination of compliance with the rules of convocation.
7. The Managing Director's report.
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 December 31, 2002;
(b) appropriation of the company's profit according to the adopted
Balance Sheet;
(c) record date for dividend;
(d) discharge of the Board of Directors and the Managing Director
from liability for the financial year.
10. Establishment of the number of members and deputy members of the
Board of Directors.
11. Establishment of fees for the Directors.
12. Election of members of the Board of Directors.
13. Issues regarding
(a) adoption of a Nomination Committee;
(b) the Board of Directors adoption of a Remuneration Committee;
and
(c) the Board of Directors adoption of an Audit Committee.
14. Closing of the Meeting.
Existing proposals for items at the Meeting
Proposal for Dividend (paragraph 9 (b) and (c) on the agenda)
The Board of Directors proposes that a dividend of SEK 2.00 per share be declared.
As record date for the dividend, the Board of Directors proposes 11 April 2003. If the Annual General Meting so resolves, the dividend is expected to be distributed by VPC on 16 April 2003.
Proposal for election of Board of Directors and Fees (paragraph 10-12 on the agenda)
Shareholders jointly representing approximately 16 per cent of the shares and 41 per cent of the votes in the Company have made the following proposal:
Board of Directors, Fees and Auditors
The number of board members shall be nine.
Re-election of the board members: Thomas Berglund, Carl Douglas, Gustaf Douglas, Philippe Foriel-Destezet, Anders Frick, Berthold Lindqvist, Fredrik Palmstierna and Melker Schorling.
Election as new board member: Annika Bolin, born 1962, Chairman of Enskilda Securities AB, Executive Vice President of SEB, Skandinaviska Enskilda Banken AB and head of SEB Corporate and Institutions.
Fees to the board members shall amount to SEK 3,350,000 in total, to be distributed among the Directors according to the decision by the Board of Directors.
At the Annual General Meeting of Shareholders in 2000
PricewaterhouseCoopers AB, Stockholm, with authorised public accountant, Mr Goran Tidstrom as representative of the accounting firm, was appointed for a period of four years. It was decided by the General Meeting that the auditors' fees should be paid on current account.
Nomination, Remuneration and Audit Committee (paragraph 13 (a) - (c) on the agenda)
Shareholders jointly representing approximately 16 per cent of the shares and 41 per cent of the votes in the Company have made the following proposal. A Nomination Committee shall be established with the task of preparing the election of Directors, the establishment of fees for the Directors and matters pertaining thereto before the forthcoming Annual General Meetings. The Nomination Committee is proposed to consist of two members, including the Chairman of the Board, and be elected at the Annual General Meeting. Gustaf Douglas and Melker Schorling are proposed as members of the Nomination Committee regarding the Annual General Meeting 2004.
The Board of Directors decided in the autumn of 2002 to form an Audit Committee consisting of the Board members Melker Schorling (chairman) and Anders Frick, and a Remuneration Committee consisting of the Board members Gustaf Douglas (chairman), Berthold Lindqvist and Thomas Berglund. Thomas Berglund will not participate in any discussions regarding remuneration to himself. The aim of these committees is to assist the Board in giving deeper and more efficient consideration to these matters.
C. AVAILABLE DOCUMENTATION
The Accounts and the Auditor's Report of the Group will be available at the company as from 25 March 2003. Copies of the documentation will be sent to the shareholders, who so request and state their address and will also be available at the General Meeting.
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The following files are available for download:
http://www.waymaker.net/bitonline/2003/03/10/20030310BIT00880/wkr0001.doc
http://www.waymaker.net/bitonline/2003/03/10/20030310BIT00880/wkr0002.pdf