Annual General Meeting of Shareholders in Securitas AB

STOCKHOLM, March 25, 2022 /PRNewswire/ — The shareholders of Securitas AB, Reg. No. 556302-7241, are hereby invited to participate in the Annual General Meeting (“AGM”) to be held at 13.00 CEST on Thursday May 5, 2022, at Scandic Continental, Vasagatan 22, Stockholm, Sweden. Registration for the AGM begins at 12.00 CEST, when coffee will be served. The CEO’s speech will be posted on the company website after the AGM.

Right to participation

Shareholders who wish to attend the AGM must:

(i) be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”) on Wednesday April 27, 2022; and

(ii) give notice of their intention to participate no later than Friday April 29, 2022.
Such notification may be made (i) via Securitas’ website www.securitas.com/agm2022, (ii) by telephone +46 10 470 31 30, or (iii) by mail to Securitas AB (publ), “AGM” c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm.

On giving notice of attendance, the shareholder shall state name, personal/corporate identity number or equivalent, address and telephone number. As confirmation of the notification, Securitas will send an entry card to be presented at registration for the AGM.

Owners with nominee-registered shares must, in order to participate in the proceedings of the AGM, request their bank or broker to have their shares temporarily owner-registered with Euroclear. The share register for the AGM as of the record date Wednesday April 27, 2022, will take into account owner-registrations completed no later than Friday April 29, 2022.

Proxies

Proxy holders and representatives of legal persons shall submit papers of authorization prior to the AGM. Proxy forms are available at the company’s website www.securitas.com/agm2022 and will be sent to the shareholders who so request, indicating their mailing address.

Information regarding the COVID-19 pandemic

Securitas is carefully monitoring the development of the COVID-19 pandemic and if necessary, the Board of Directors may decide on further precautionary measures to reduce the risk of spreading the coronavirus and to safeguard the well-being of Securitas’ shareholders and employees.

Proposed agenda

1.      Opening of the meeting

2.      Election of Chair of the 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 as to whether the AGM has been duly convened

7.      The President and CEO’s report

8.      Presentation of        

a.       the Annual and Sustainability Report and the Auditor’s Report and the Consolidated Financial Statements and the Group Auditor’s Report,    

b.      the statement by the auditor on the compliance with the guidelines for remuneration to senior management applicable since the last AGM, and

c.       the Board’s proposal for appropriation of the company’s profit and the Board’s motivated statement thereon

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,

b.      appropriation of the company’s profit according to the adopted Balance Sheet,

c.       record date for dividend, and

d.      discharge of the Board and the President from liability for the financial year 2021

10.  Approval of the Remuneration Report

11.  Determination of the number of Board members

12.  Determination of fees to (a) Board members and (b) auditors

13.  Election of Board members

14.  Election of auditors

15.  Resolution on instructions for appointment of the Nomination Committee and its assignment

16.  Resolution regarding authorization of the Board to resolve on acquisition and transfer of the company’s own shares

17.  Resolution regarding the implementation of a long-term incentive program, including hedging measures by way of a share swap agreement (LTI 2022/2024)

18.  Resolution regarding amendment of the Articles of Association

19.  Resolution for authorization of the Board to resolve on new issue of shares

20.  Closing of the meeting

The Nomination Committee’s proposals

Items 2, 11-14 – Proposals for election of Chair of the Meeting, determination of the number of Board Members and fees to the Board Members and the Auditors, and election of Board Members and Auditors

The Nomination Committee ahead of the AGM 2022 has consisted of Johan Hjertonsson (Investment AB Latour, Chair of the Nomination Committee), Mikael Ekdahl (Melker Schörling AB), Mats Gustafsson (Lannebo Fonder), Fredrik Åtting (EQT AB) and Emma Viotti (Handelsbanken Fonder).

The reasoned statement of the Nomination Committee, which presents and motivates the below proposals and also reports on the committee’s activities, will be held available at the company website, www.securitas.com/agm2022.

The Nomination Committee has proposed the following:

• Jan Svensson, Chair of the Board, shall be elected Chair of the AGM (item 2).
• The number of Board members shall be eight, with no deputy members (item 11).
• Fees to the Board members for the period up to and including the AGM 2023 shall amount to SEK 9,478,000 in total (including fees for committee work). The proposed total fees are an increase of approximately 5.9% compared with the total fees for the previous year. It is the Nomination Committee’s expectation that the increased fees should be followed by increased holdings of Securitas’ shares among the Board members. The fees shall be distributed between the Board members as follows: the Chair of the Board shall receive SEK 2,550,000 and each of the other Board members shall receive SEK 840,000 (item 12).
• As consideration for the committee work, the Chair of the Audit Committee shall receive SEK 390,000, the Chair of the Remuneration Committee shall receive SEK 105,000, the members of the Audit Committee each SEK 250,000 and the members of the Remuneration Committee each SEK 53,000 (item 12).
• The auditor’s fees are proposed to be paid as per agreement (item 12).
• Re-election of the Board members Jan Svensson, Ingrid Bonde, John Brandon, Fredrik Cappelen, Gunilla Fransson, Sofia Schörling Högberg, Harry Klagsbrun and Johan Menckel (item 13).
• Jan Svensson shall be re-elected as Chair of the Board (item 13).
• In accordance with the Audit Committee’s recommendation, re-election of the auditing firm Ernst & Young AB, for a period up to and including the AGM for 2023. Ernst & Young AB has informed that Rickard Andersson will be auditor in charge (item 14).

Information about the proposed Board members is available on the company website www.securitas.com.

Item 15 – Proposal for resolution on instructions for appointment of the Nomination Committee and its assignment

The Nomination Committee proposes that the following instructions for appointment of Nomination Committee and the Nomination Committee’s assignment are resolved by the AGM 2022. As compared to current instructions, the proposal includes (i) a limitation on how many shareholders must be invited to the committee, in the event that shareholders decline to participate, and (ii) that it is no longer included in the Nomination Committee’s tasks to present a proposal for election of a vice-Chair of the Board.

The Nomination Committee shall be composed of representatives of the five largest shareholders in terms of voting rights registered in the shareholders’ register maintained by Euroclear Sweden AB as of August 31 the year before the AGM. The Chair of the Board shall convene the Nomination Committee to its first meeting and shall also be co-opted to the Nomination Committee. Should a shareholder decline to appoint a representative to the Nomination Committee, a representative from the largest shareholder in turn shall be appointed. However, provided that the Nomination Committee is composed by at least three members, the procedure shall only continue until eight shareholders have been asked in total.

The composition of the Nomination Committee for the Annual General Meeting shall be made public on the company’s website no later than six months prior to each Annual General Meeting.

In the event one or more shareholders who appointed members of the Nomination Committee, earlier than three months prior to the Annual General Meeting, no longer are among the five largest shareholders in terms of voting rights, the members appointed by such shareholders shall resign and the shareholder or shareholders who has become one of the five largest shareholders in terms of voting rights shall be entitled to appoint their representatives. If there are only marginal changes in the number of votes held or if the change occurs later than three months prior to the Annual General Meeting, no changes shall be made in the composition of the Nomination Committee unless there are special circumstances. If a member resigns from the Nomination Committee before the work is completed and the Nomination Committee finds it suitable, a substitute shall be appointed. Such a substitute shall be appointed from the same shareholder or, if that shareholder no longer is among the largest shareholders in terms of voting rights, from the largest shareholder next in line. A change in the composition of the Nomination Committee shall immediately be publicly announced.

The term of office for the Nomination Committee runs until the next composition of the Nomination Committee has been announced. No remuneration shall be paid out to the members of the Nomination Committee. Potential necessary expenses for the work of the Nomination Committee shall be paid by the company. The Nomination Committee shall prepare proposals regarding the election of Chair of the General Meeting, members of the Board of Directors, Chair of the Board, auditor, fees for the members of the Board including division between the Chair and the other Board members, as well as fees for committee work, fees to the company’s auditor and changes of the instructions for the Nomination Committee.

This instruction shall apply until further notice.

The Board’s proposals

Item 9 (b) and (c) – Proposal for dividend and record date

The Board proposes that a dividend of SEK 4.40 per share be declared. As record date for the dividend, the Board proposes May 9, 2022. If the AGM so resolves, the dividend is expected to be distributed by Euroclear starting May 12, 2022. The Board has presented a motivated statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act.

Item 10 – Approval of Remuneration Report

The Board proposes that the AGM resolves to approve the Board’s report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Item 16 – Proposal for resolution on authorization of the Board to resolve on acquisition and transfer of the company’s own shares

The Board proposes that the AGM authorizes the Board to resolve upon acquisition of the company’s own shares of Series B according to the following terms: (i) acquisition of shares may take place on Nasdaq Stockholm, (ii) acquisition of shares may take place on one or several occasions during the time up to the AGM for 2023, (iii) acquisition of shares may only be made so that the shares held by the company at any point in time does not exceed ten (10) percent of all shares in the company, (iv) acquisition of shares shall be made at a price which falls within the prevailing price interval registered at each point in time, meaning the interval between the highest purchase price and the lowest selling price, (v) payment for acquired shares shall be made in cash, and (vi) the Board should be authorized to decide upon any additional terms for the acquisition.

Furthermore, the Board proposes that the AGM authorizes the Board to resolve upon transfer of the company’s own shares of Series B according to the following terms: (i) transfer of shares may take place on Nasdaq Stockholm or in connection with acquisition of companies or businesses, on market terms, (ii) transfer of shares may take place on one or several occasions during the time up to the AGM 2023, (iii) the maximum number of shares to be transferred may not exceed the number of shares held by the company at the time of the Board’s resolution, (iv) transfer of shares shall be made at a price which falls within the prevailing price interval registered at each point in time, meaning the interval between the highest purchase price and the lowest selling price, (v) payment for transferred shares may be made in other forms than cash, and (vi) the Board should be authorized to decide upon any additional terms for the transfer. The authorization includes the right to resolve on deviation of the preferential rights of shareholders.

The purpose of the proposed authorizations is to (a) allow the Board to adjust the company’s capital structure, to contribute to shareholder value, (b) be able to exploit attractive acquisition opportunities by fully or partly financing future acquisitions with the company’s own shares, and (c) ensure the company’s undertakings in respect of share-related or share-based incentive programs (other than delivery of shares to participants of incentive programs), including covering social security costs. If the Board decides to adjust the company’s capital structure in accordance with (a) above, the Board intends to propose that the company’s share capital shall be decreased through share reduction of the repurchased shares.

The Board has presented a motivated statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

A decision by the AGM on the proposal according to this item must be supported by shareholders representing at least two thirds of the votes cast as well as the shares present at the AGM in order for the proposal to be adopted.

Item 17 – Proposal for a long-term incentive program, including hedging measures by way of a share swap agreement (LTI 2022/2024)

Summary of the program

The Annual General Meetings 2019, 2020 and 2021 resolved on long-term incentive programs for the CEO, other members of Group management and certain other key employees within the Securitas Group (together the “LTI Programs”). Along the lines of the LTI Programs, the Board proposes that the AGM resolves to implement a long-term incentive program for the CEO, other members of Group management and certain other key employees within the Securitas Group (“LTI 2022/2024”). The main principles for LTI 2022/2024 are set out below.

LTI 2022/2024 is proposed to include approximately 90 employees including the CEO, other members of Group management and certain other key employees within the Securitas Group. In order to participate in LTI 2022/2024 the participants will have to invest in Series B shares in Securitas at market price or nominate series B shares already held, as further set out below. For every Series B share purchased or nominated within the scope of LTI 2022/2024, the company will award so called performance awards free of charge in accordance with the terms stipulated below.

The rationale for the proposal

The purpose of LTI 2022/2024 is to create a strong long-term incentive for top executives of the Group, strengthen the Group’s ability to retain and recruit top executives, provide competitive remuneration, and to align the interests of the shareholders with the interests of the executives concerned by enabling the participants to become substantial shareholders in the company. Through a share-based incentive program, the employees’ remuneration is tied to the company’s future earnings and value growth. In light of the above, the Board believes that the implementation of LTI 2022/2024 will have a positive effect on the long-term value growth of the Group and consequently that LTI 2022/2024 is beneficial to both the shareholders and the company.

Personally invested shares

In order to participate in LTI 2022/2024, the participants will, with the exceptions stated below, have to either (i) purchase Series B shares in Securitas in the market and nominate such shares to LTI 2022/2024 or (ii) nominate Series B shares vested in LTI 2019/2021 or shares nominated in LTI 2019/2021 (without affecting the condition of LTI 2019/2021, to maintain personally invested shares during the entire vesting period) (“Personally Invested Shares”). Such investment in Personally Invested Shares shall be made during a period of up to one month, to end no later than 31 December 2022 (the “Investment Period”). The Investment Period shall be determined by the Board and the intent is that the Investment Period will commence after the completion of the acquisition of Stanley Security and the subsequent rights issue.

The value of a participant’s Personally Invested Shares shall be based on the market price for the company’s Series B share and shall correspond to minimum 5 percent (all participants) and maximum 15 percent (the CEO), 12.5 percent (other members of Group management) or 10 percent (other participants), respectively, of the participant’s base salary.

If the participant has access to inside information and therefore is prevented from purchasing or nominating Personally Invested Shares during the Investment Period, the Board shall be entitled to extend or postpone the Investment Period in individual cases, but no later than to the next AGM. The Board shall further, in individual cases, be entitled to accept nomination of shares acquired prior to the Investment Period, but not earlier than 1 January 2022, and/or through e.g. a pension insurance as Personally Invested Shares, where the participant, in the Board’s opinion, has valid reasons for nominating such shares to LTI 2022/2024.

Participants in LTI 2022/2024 and allocation

LTI 2022/2024 is proposed to include approximately 90 senior executives and key employees within the Securitas Group, divided in three categories.

Category 1
For each Personally Invested Share by the CEO of the Group under LTI 2022/2024, the company will award five performance awards to the CEO.

Category 2
For each Personally Invested Share by another member of Group management (currently thirteen individuals) under LTI 2022/2024, the relevant individual will be awarded four performance awards.

Category 3
For each Personally Invested Share by another participant under LTI 2022/2024, the relevant individual will be awarded three performance awards.

Performance condition

The number of Securitas Series B shares that the performance awards will entitle the participant to receive depends on the annual development of Securitas’ earnings per share^[1], compared to minimum and maximum target levels as defined by the Board, during the measurement period 1 January 2022 – 31 December 2024, where each year during the measurement period is compared to the previous year. The outcome is calculated yearly, whereby one third of the performance awards is measured against the outcome for 2022, one third is measured against the outcome for 2023 and one third is measured against the outcome for 2024.

If the minimum level is not reached for the relevant year, each performance award pertaining to that year will entitle participants to receive zero Series B shares, whereas if the maximum level is reached, each performance award pertaining to the relevant year will entitle participants to receive one Series B share. If the outcome falls between the minimum level and the maximum level, participants’ entitlement to Series B shares will be calculated linearly between zero and one series B share per performance award. The Board intends to present the fulfilment of the performance-based condition in the Annual Report for the financial year 2024.

Other conditions

In addition to the above conditions, the following shall apply for the performance awards.

• The performance awards shall be awarded free of charge at the end of the Investment Period, subject to vesting.
• Each performance award entitles the holder to receive one Series B share free of charge (subject to the performance condition set out above) three years after allotment of the award (the “Vesting Period”), provided that the holder, with some exceptions, is still employed by the Securitas Group as per 31 December 2024 and has maintained the full amount of Personally Invested Shares purchased or nominated under LTI 2022/2024 during the entire Vesting Period.
• To make the participants’ interest equal with the shareholders’, the company will compensate the participants for distributed dividend during the Vesting Period by increasing the number of Series B shares that each performance award may entitle the participant to receive after the Vesting Period.
• The number of Series B shares that each performance award may entitle the participant to receive may be subject to recalculation due to share issues, splits, reverse splits and similar dispositions.
• The performance awards are non-transferable and may not be pledged.
• The performance awards can be awarded by the company or any other company within the Group.

Preparation and administration

The Board shall be responsible for preparing the detailed terms and conditions of LTI 2022/2024 in accordance with the mentioned terms and guidelines. To this end, the Board shall be entitled to make adjustments to meet foreign regulations or market conditions. The Board may also make other adjustments if significant changes in the Securitas Group, or its operating environment, would result in a situation where the decided terms and conditions for LTI 2022/2024 no longer are appropriate. Such adjustments include a right for the Board to resolve on a reduction of the number of Series B shares that the performance awards would entitle a participant to receive, if the number of Series B shares that a participant would be entitled to – considering Securitas’ result and financial position, other circumstances regarding the Group’s development and the conditions on the stock market – would be clearly unreasonable.

Furthermore, in the event that the Board considers that the delivery of shares under LTI 2022/2024 cannot be achieved at reasonable cost, with reasonable administrative efforts or due to specific market conditions, participants may instead be offered a cash settlement.

Participation in LTI 2022/2024 also presumes that such participation is lawful and that such participation in Securitas’ opinion can take place with reasonable administrative costs and economic efforts. The Board shall be entitled to implement an alternative incentive solution for employees in such countries where participation in LTI 2022/2024 is not advisable, which alternative solution shall, as far as practically possible, correspond to the terms of the LTI 2022/2024.

Scope and cost of the program

LTI 2022/2024 may, if the share price for the company’s Series B share remains the same during the program’s term, result in a maximum amount corresponding to 75 percent (CEO), 50 percent (other members of Group management) or 30 percent (other participants), respectively, of the participants annual base salary (excluding social security costs). Such outcome is subject to the number of Personally Invested Shares being maximized, meaning that the value of the participant’s Personally Invested Shares corresponds to 15 percent (the CEO), 12.5 percent (other members of Group management) or 10 percent (other participants), respectively, of the participants annual base salary, that the participant maintains the full amount of Personally Invested Shares during the entire Vesting Period, and that the participant, with some exceptions, still is employed as per 31 December 2024, and that the performance based condition has been fully achieved.

The maximum number of Series B shares that a participant may nominate as Personally Invested Shares, and thus the total number of performance awards that may be allotted, shall be based on the market price for the company’s Series B share. The total number of issued shares in the company amounts to 365,058,897 shares.

Based on the assumption that the share price for the company’s Series B share amounts to SEK 111, LTI 2022/2024 will, in accordance with the principles and assumptions set out above, comprise maximum 661,675 Series B shares in total, which corresponds to approximately 0.18 percent of the total number of issued shares in the company and 0.13 percent of the total number of votes in the company.

The costs for LTI 2022/2024 should be expensed as personnel costs over the Vesting Period. Provided that the performance-based condition is fully achieved, the cost for LTI 2022/2024 before tax is, in accordance with the principles and assumptions set out above, estimated to approximately SEK 73.5 million, allocated over the Vesting Period. Estimated social security costs and financing costs are included in such amount.

The Board proposes the AGM to resolve to authorize the Board to resolve on repurchase of shares in the company and to transfer such shares on a regulated market to cover social security costs and financing costs associated with LTI 2022/2024 (see separate item on the agenda).

The costs for LTI 2022/2024 are expected to have marginal effect on key ratios of the Securitas Group.

The Board deems that the positive effects on earnings that are expected to result from increased share ownership among senior management and key employees, which may be further increased through LTI 2022/2024, outweighs the costs related to LTI 2022/2024.

All estimates are based on at each time applicable foreign exchange rates according to Reuters. Information on previous incentive schemes for 2019, 2020 and 2021 and the LTI Programs can be found in the Annual Report 2021, Notes 9 and 12.

Delivery of shares under LTI 2022/2024 and hedging measures

To ensure the delivery of Series B shares under LTI 2022/2024, the company may enter into a share-swap agreement with a third party, whereby the third party in its own name shall acquire and transfer Series B shares in the company to employees participating in LTI 2022/2024. The cost for the swap is estimated at a maximum of SEK 600,000 assuming that the performance-based condition is fully achieved.

Preparation of the proposal and voting majority

LTI 2022/2024 has been initiated by the Board and the Remuneration Committee of Securitas in consultation with major shareholders and has been structured in consultation with external advisers based on an evaluation of previous incentive schemes. LTI 2022/2024 has been prepared by the Remuneration Committee and reviewed at meetings of the Board. The resolution must be supported by shareholders representing more than half of the votes cast, or, in case of equal voting, by the opinion supported by the Chair of the AGM.

Item 18 – Proposal for amendment of the Articles of Association

For the purpose of adjusting the limits for the share capital and the number of shares in the Articles of Association in light of the new issue of shares with preferential right for the company’s shareholders, which the Board intends to resolve upon based on the authorization from the annual general meeting proposed under item 19 of the agenda, the Board proposes that the annual general meeting resolves to amend § 4 and the first and second section of § 5 in the Articles of Association in accordance with the following.

A decision by the AGM on the proposal according to this item is, according to the Swedish Companies Act, valid only if it is supported by shareholders representing at least two thirds of the votes cast and the shares present at the AGM and if the owners of one-half of all shares of series A and nine-tenths of the shares of series A represented at the meeting consent to the amendment of the Articles of Association.

Item 19 – Proposal for resolution on authorization of the Board to resolve on new issue of shares

For the purpose of refinancing the bridge facilities that finance Securitas’ acquisition of Stanley Security, the Board proposes the AGM to authorize the Board to resolve on issue of new shares with preferential rights for the company’s shareholders during the period up to the Annual General Meeting 2023. The total number of shares that may be issued shall amount to the number of shares that corresponds to issue proceeds in SEK corresponding to approximately USD 915 million, and shall be within the limits of the share capital. Other terms and conditions for the new share issue shall be determined by the Board.

Other information

Available documentation etc.

The following documentation will be available at the company and on the company website www.securitas.com/agm2022 no later than April 14, 2022 and will also be available at the AGM: (i) the Annual Report and the Auditor’s Report, (ii) the statement by the auditor on the compliance with the guidelines for remuneration to senior management applicable since the last AGM, (iii) the Board’s complete proposal for dividends and the Board’s motivated statements regarding the proposed dividends and the proposed authorization to acquire and transfer the company’s own shares, (iv) the Nomination Committee’s reasoned statement, (v) the proposal by the Board on authorization for the Board to resolve upon acquisition and transfer of the company’s own shares, (vi) the complete proposal of the Board with respect to LTI 2022/2024, (vii) the proposal by the Board regarding amendment of the Articles of Association (viii) the proposal by the Board on authorization for the Board to resolve on new issue of shares, and, (ix) the remuneration report. In addition hereto, copies of the documentation will be sent to the shareholders who so request, indicating their mailing address. The share register for the AGM will be available at the company’s office, Lindhagensplan 70, 112 43 Stockholm, Sweden.

Shareholders’ right to receive information

The Board and the President and CEO shall, if a shareholder so requests and the Board considers that this can be done without significant harm to the company, give information on such circumstances that may affect the assessment of a matter on the agenda, circumstances that may affect the assessment of the financial situation of the company or its subsidiaries and the company’s relationship with another Group company. Anyone who wishes to present a question in advance may do so to Securitas in the way stated on the company’s website www.securitas.com/agm2022.

Number of shares and votes in the company

At the date of this notice, the total number of shares in the company amounts to 365,058,897, of which 17,142,600 are shares of series A and 347,916,297 are shares of series B. Each series A share entitles the holder to ten votes and each series B share entitles the holder to one vote. The total number of votes in the company amounts to 519,342,297.

The company’s holding of own shares, as of the date of this notice, is 475,000 shares of series B.

Processing of personal data

For information on how your personal data is processed in connection with the AGM, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Stockholm in March 2022

the Board of Directors

SECURITAS AB (publ)

Further information:

Micaela Sjökvist, Head of Investor Relations; +46 76 116 7443, [email protected]

^[1] Earnings per share is defined as the company’s earnings per share after tax and dilution, excluding items affecting comparability approved by the Board and currency effects.

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/securitas/r/annual-general-meeting-of-shareholders-in-securitas-ab,c3532555

The following files are available for download:

PR Newswire Technology News