Proposals and Convening Notice to Annual General Meeting of Shareholders in Securitas AB (publ)
02 3월 2005 - 10:21PM
PR Newswire (US)
Proposals and Convening Notice to Annual General Meeting of
Shareholders in Securitas AB (publ) Proposals to Annual General
Meeting of Securitas AB (publ) STOCKHOLM, Sweden, March 2
/PRNewswire-FirstCall/ -- The nomination committee, consisting of
Gustaf Douglas, Melker Schorling, Marianne Nilsson (Robur) and
Annika Andersson (Fourth Swedish National Pension Fund) has
proposed that the Annual General Meeting of Securitas AB on April
7, 2005 shall resolve to: * re-elect the board members Thomas
Berglund, Annika Falkengren, Carl Douglas, Gustaf Douglas, Berthold
Lindqvist, Fredrik Palmstierna and Melker Schorling, with Melker
Schorling as Chairman of the Board. Anders Frick has notified that
he wishes to resign from the Board of Directors after twenty years
as a board member. * elect Stuart E. Graham and Sofia Schorling as
new board members. Stuart E. Graham was born in 1946. He is the
President and CEO, as well as a board member of Skanska AB. Sofia
Schorling was born in 1978. She works as a trademark consultant
within Essen International AB and is also a board member of Attendo
AB. In addition, the Board of Directors has proposed that the
Annual General Meeting shall approve a repurchase of incentive
program and thereby related prepayment of convertible bonds.
Convening notice to Annual General Meeting of Securitas AB (publ)
The shareholders of Securitas AB are hereby invited to attend the
Annual General Meeting to be held at 5.00 p.m. on Thursday 7 April
2005, in "Vintertradgarden" at the Grand Hotel, Stockholm, 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 Monday 28 March 2005
(due to the intervening Easter, such recording must be made as of
Thursday 24 March 2005); and (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, by
telephone +46 8 657 74 74, by telefax +46 8 657 74 85 or by e-mail
, by 4.00 p.m. Friday 1 April 2005 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 legal
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 must
request their bank or broker to have their shares temporarily
owner-registered with VPC. Due to the intervening Easter, such
registration must be made as of Thursday 24 March 2005 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 approve 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, 2004; (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 2004. 10.
Determination of the number of Board members and deputy members.
11. Determination of fees to the board members. 12. Election of
members of the Board of Directors. 13. Election of members of the
Nomination Committee. 14. Approval of repurchase of incentive
program and thereby related prepayment of convertible bonds. 15.
Closing of the Meeting. Election of Chairman of the Meeting
(paragraph 2 on the agenda) The Nomination Committee established by
the Annual General Meeting 2004 has proposed that Melker Schorling,
Chairman of the Board, shall be elected Chairman of the Annual
General Meeting 2005. Presentation of the Annual Report (paragraph
8 on the agenda) In connection with the presentation of the Annual
Report, the Board of Directors' activities during 2004 will be
presented, including: (a) a presentation of the activities,
function and members of the Nomination Committee; (b) a
presentation of the activities, function and members of the
Remuneration Committee and a presentation of the board of
directors' remuneration policy; and (c) a presentation of the
activities, function and members of the Audit Committee and the
consultancy fees and other fees paid to the accounting firm in
2004. Proposal for Dividend (paragraphs 9 (b) and (c) on the
agenda) The Board of Directors proposes that a dividend of SEK 3.00
per share be declared. As record date for the dividend, the Board
of Directors proposes 12 April 2005. If the Annual General Meeting
so resolves, the dividend is expected to be distributed by VPC
starting 15 April 2005. Proposals for Election of Board of
Directors and Resolution regarding Fees (paragraphs 10-12 on the
agenda) Before this year's Annual General Meeting, Anders Frick has
notified that he wishes to resign from the Board of Directors after
twenty years as a board member. The Nomination Committee
established by the Annual General Meeting 2004 has made the
following proposals: The number of board members shall be nine,
with no deputy members. The Nomination Committee proposes that the
board members Thomas Berglund, Annika Falkengren, Carl Douglas,
Gustaf Douglas, Berthold Lindqvist, Fredrik Palmstierna and Melker
Schorling are re-elected for the period up to and including the
Annual General Meeting 2006, with Melker Schorling as Chairman of
the Board. In addition, the Nomination Committee has decided to
propose election of Stuart E. Graham and Sofia Schorling as new
board members for the period up to and including the Annual General
Meeting 2006. Stuart E. Graham was born in 1946. He is the
President and CEO, as well as a board member of Skanska AB. Sofia
Schorling was born in 1978. She has a degree from the Graphic
Institute in Stockholm and has thereafter studied economics at
Stockholm University. Sofia Schorling works as a trademark
consultant within Essen International AB. She is also a board
member of Attendo AB. The Nomination Committee may propose the
election of another new board member with pronounced international
experience and background. Fees to the board members for the period
up to and including the Annual General Meeting 2006 shall amount to
SEK 3,950,000 in total (excluding fees for committee work) to be
distributed between the board members as follows: the Chairman
shall receive SEK 900,000, the Deputy Chairman shall receive SEK
650,000 and each of the other directors, except the Managing
Director, shall receive SEK 400,000. As consideration for the
committee work, the Chairman of the Audit Committee shall receive
SEK 100,000 and each of the other Audit Committee members who are
not employed by the company shall receive SEK 50,000. The Chairman
of the Remuneration Committee shall receive SEK 100,000 and each of
the other Remuneration Committee members who are not employed by
the company shall receive SEK 50,000. Shareholders jointly
representing approximately 22 per cent of the shares and
approximately 45 per cent of the votes in the company have
announced that they intend to vote in favour of the Nomination
Committee's proposals. The Annual General Meeting of shareholders
2004 appointed PricewaterhouseCoopers AB, Stockholm, with
authorised public accountant, Mr Goran Tidstrom as representative
of the accounting firm, for a period of four years. It was decided
by the General Meeting that the auditors' fees should be paid on
current account. Nomination Committee (paragraph 13 on the agenda)
Nomination Committee elected 2004 At the Annual General Meeting
2004, Gustaf Douglas and Melker Schorling were appointed members of
the Nomination Committee and were instructed to appoint another two
members among the major institutional shareholders. Marianne
Nilsson (Robur) and Annika Andersson (Fourth Swedish National
Pension Fund) were appointed in respect of the Annual General
Meeting 2005. Proposal to elect members of the Nomination Committee
Shareholders jointly representing approximately 22 per cent of the
shares and approximately 45 per cent of the votes in the company
propose the Annual General Meeting to adopt the following
resolution: The Nomination committee shall have four members.
Gustaf Douglas, Melker Schorling, Marianne Nilsson (Robur) and
Annika Andersson (Fourth Swedish National Pension Fund) shall be
re-elected in respect of the Annual General Meeting 2006. Gustaf
Douglas shall be elected Chairman of the Committee. In case a
shareholder, whom a member of the Nomination Committee represents,
is no longer one of the major shareholders of Securitas, or if a
member of the Nomination Committee is no longer employed by such
shareholder or for any other reason leaves the committee before the
Annual General Meeting 2006, the Committee shall have the right to
appoint another representative of the major shareholders to replace
such member. Tasks of the Nomination Committee The Nomination
Committee shall have the task of preparing the election of Chairman
and other members of the Board of Directors, the Chairman of the
Annual General Meeting, the determination of fees and matters
pertaining thereto before the Annual General Meeting 2006. Proposal
for Approval of Repurchase of Incentive Program and thereby related
Prepayment of Convertible Bonds (paragraph 14 on the agenda)
Summary of the Board of Directors' Proposal The Board of Directors
proposes the Annual General Meeting of Shareholders to approve the
resolution of the Board of Directors (i) that Securitas AB makes an
offer to all employees in the Securitas Group, and to the extent
possible at a reasonable cost in the opinion of the Board of
Directors, also to other shareholders in InvestCo no longer
employed in the Securitas Group, to acquire their shares in
InvestCo, or alternatively, their instruments issued under the
parallel programs, however, that those participating in the program
through the FCPE structure and employees in countries where the
offer is subject to prospectus requirements shall not be comprised
in the offer; (ii) that for each share in InvestCo, or
alternatively, each instrument under the parallel programs,
payment, corresponding to the market value determined by an
independent valuer, shall be made in cash; and (iii) that Securitas
AB shall repurchase, to the extent the Board of Directors considers
appropriate, all or parts of the convertible bonds held by InvestCo
due to the program, at par value including any accrued interest;
and (iv) that Securitas AB, in its capacity as shareholder of
InvestCo, shall participate in a redemption of shares in InvestCo
for shareholders who so desire, on the same financial conditions as
the offer to sell shares in InvestCo to Securitas AB. Background In
2002 Securitas AB introduced a global employee incentive program
with a maturity of five years directed to essentially all employees
in the Securitas Group. The program was resolved by the Annual
General Meeting 2002. The program is based on convertible bonds
issued by Securitas AB. The convertible bonds were issued in four
equal series totaling MEUR 443.5. The conversion rate of each
series is EUR 20.30, EUR 24.40, EUR 28.40 and EUR 32.50
respectively. Within the scope of the program, InvestCo has
acquired the convertible bonds issued by Securitas AB and
thereafter the shares in InvestCo have been offered to the
employees in the Securitas Group at market price. In the United
States, Canada, France and the Netherlands it has not been possible
to offer the employees to acquire shares in InvestCo. Accordingly,
the employees in the United States, Canada and the Netherlands have
instead been offered stock appreciation rights and equity linked
notes, construed so as to give the same proceeds as the shares in
InvestCo. In France the employees participate in the program
through a so called Fond Commun de Placement d'Entreprise (FCPE),
which in its turn subscribed to convertible bonds issued by
Securitas AB. The purpose of the program was to offer the employees
a possibility to benefit from a potential value increase in the
Securitas share. In total 6,821 employees in 21 countries
participate in the program. Under the program InvestCo shall in
2007 convert the convertible bonds to shares in Securitas AB and
sell the shares at market price or, alternatively, sell the
convertible bonds. Any proceeds shall thereafter be distributed
among the shareholders of InvestCo. This way, the employees will
benefit from any potential value increase in the convertible bonds.
Should the convertible bonds not have increased in value, the
shareholders are under the program entitled to repayment of the
invested capital excluding interest. At the time of the proposal of
the Board of Directors, the stock exchange rate is approximately
SEK 108. In the light of the foregoing, in the opinion of the Board
of Directors the program may no longer be considered to fulfill its
purpose as an incentive program. The Board therefore wishes to
offer the employees an opportunity to divest their investment prior
to maturity at a price corresponding to the market value determined
by an independent valuer, however not exceeding the capital
invested by the employee. Shareholders who decline the offer shall
be able to remain as shareholders, on unchanged conditions, in
InvestCo or in the respective parallel program. Other information
Considering the terms of the offer, as well as other present
circumstances, the Board of Directors regards the offer reasonable.
The offer is not expected to entail any significant costs. The
Swedish Securities Council has stated that a repurchase of the
incentive program in accordance with the above proposal is in
accordance with good market practice, provided that the decision is
approved by the General Meeting of Shareholders. C. AVAILABLE
DOCUMENTATION The Accounts and the Auditor's Report of the group
will be available at the company and on the company's website
http://www.securitasgroup.com/ as from 24 March 2005 and will be
sent to all shareholders. The complete proposal by the Board of
Directors with respect to paragraph 14 on the agenda will be
available at the company as from 24 March 2005 and a copy thereof
will be sent to the shareholders who so request. The Accounts and
the Auditor's Report of the group, as well as the Board's complete
proposal will also be available at the General Meeting. Stockholm
in March 2005 the Board of Directors SECURITAS AB (publ) The press
release can also be downloaded from the enclosed link:
http://hugin.info/1199/R/982927/146225.pdf Henrik Brehmer, Senior
Vice President Investor Relations +44 (0) 20 8432 6523 +44 (0) 7884
117192 DATASOURCE: Securitas AB CONTACT: Henrik Brehmer, Senior
Vice President Investor Relations, +44-0-20-8432-6523,
+44-0-7884-117192, for Securitas AB Web site:
http://www.securitasgroup.com/
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