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Securitas

AGM Information Nov 3, 2020

2968_rns_2020-11-03_40ab7b62-8478-4baa-bcdd-3b88770a345d.pdf

AGM Information

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Press Release

November 3, 2020

Extraordinary General Meeting of Shareholders in Securitas AB

The shareholders of Securitas AB, reg. no 556302-7241, are hereby invited to participate in the Extraordinary General Meeting ("EGM") to be held on Wednesday December 9, 2020.

In order to reduce the risk of spreading the coronavirus and to comply with regulations and general guidelines issued by the authorities, the EGM will, in accordance with temporary legislation, be held only by postal voting. Shareholders will not be able to physically attend the EGM in person or by proxy. Instead, Securitas welcomes shareholders to participate in the EGM by voting in advance as described below.

A. Right to participate

Shareholders who wish to attend the EGM must:

  • (i) be recorded in the share register maintained by Euroclear Sweden AB on Tuesday December 1, 2020; and
  • (ii) give notice of their intention to participate no later than Tuesday December 8, 2020 by submitting their postal vote in accordance with the instructions under Postal voting below, so that the postal vote is received by Euroclear Sweden AB no later than that day.

In order to participate in the proceedings of the EGM, owners with nominee-registered shares must in addition to giving notice of participation by submitting a postal vote, request their bank or broker to have their shares temporarily owner-registered with Euroclear Sweden AB. The share register for the EGM as of the record date Tuesday December 1, 2020, will take into account owner-registrations completed no later than Thursday December 3, 2020.

Securitas is your intelligent protective services partner. We base our protective services on customer-specific needs through different combinations of on-site, mobile and remote guarding, electronic security, fire and safety and corporate risk management. Everywhere from homes to airports, our 370 000 employees are making your world a safer place.

Postal voting

The Board has decided that shareholders shall be able to exercise their voting rights only by postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form must be used for the postal vote. The form for postal voting is considered as the notification of participation at the EGM and is available on the company's website www.securitas.com/egm2020. Completed and signed forms can be sent (i) by mail to Securitas AB (publ), c/o Euroclear Sweden, Box 191, 101 23 Stockholm; or (ii) by email to [email protected].

Shareholders who are natural persons may also submit their votes through verification with BankID in accordance with instructions at Euroclear Sweden AB's website https://anmalan.vpc.se/euroclearproxy.

The postal vote (completed form/electronic vote) must be received by Euroclear no later than Tuesday December 8, 2020. The shareholder may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.

For questions about the postal voting, please contact Euroclear Sweden AB, telephone +46 8 402 90 63 (Monday-Friday 9.00 am – 4.00 pm (CET)).

Proxies

Proxy holders and representatives of legal persons shall submit papers of authorization enclosed with the form. Proxy forms are available at the company's website www.securitas.com/egm2020.

B. Agenda

    1. Election of Chair of the Meeting.
    1. Preparation and approval of the voting list.
    1. Approval of the agenda.
    1. Election of one or two person(s) to approve the minutes.
    1. Determination of compliance with the Rules of Convocation.
    1. Resolution on dividend and record date.
    1. Resolution to amend the Articles of Association.

Item 1 – Election of Chair of the Meeting

The Board proposes that Marie Ehrling, Chair of the Board, is elected Chair of the EGM, or if she is unable to participate in the meeting, the person appointed by the Board.

Item 2 – Preparation and approval of the voting list

The voting list proposed to be approved is the voting list that has been prepared by Euroclear Sweden AB on behalf of the company, based on the share register for the EGM and postal votes received, approved by the persons elected to approve the minutes.

Item 4 – Election of one or two person(s) to approve the minutes

The Board proposes that Charlotte Kyller, representing Investment AB Latour, and Axel Mårtensson, representing Melker Schörling AB, or if one or both of them are unable to participate in the meeting, the person(s) appointed by the Board, to approve the minutes. The assignment to approve the minutes also include to approve the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.

Item 6 – Proposal for dividend and record date

The Board proposes a dividend for the financial year 2019 of SEK 4.80 per share. As record date for the dividend, the Board proposes Friday December 11, 2020. If the EGM so resolves, the dividend is expected to be distributed by Euroclear Sweden AB starting Wednesday December 16, 2020.

According to the balance sheet adopted by the Annual General Meeting 2020, the company's unappropriated earnings amounted to SEK 21,538,818,685. The Annual General Meeting resolved to allocate the company's earnings so that SEK 21,538,818,685 was carried forward. The company's equity, according to the adopted balance sheet, would have been SEK 58,063,526 lower, if financial instruments, having been valued at fair value pursuant to Chapter 4, Section 14a of the Swedish Annual Accounts Act, had instead been valued at the lower of cost or market.

At the disposal of the EGM is thereby a total amount of SEK 21,538,818,685 in unappropriated earnings before the decision on dividend. The amount available pursuant to Chapter 17, Section 3 of the Swedish Companies Act amount to SEK 21,538,818,685 before the proposed dividend, and will, if the EGM resolves in accordance with the proposal, amount to SEK 19,787,135,979. After distribution of the proposed dividend, Group contributions and a full utilization of the authorization to buy own shares resolved by the Annual General Meeting 2020, there will be full coverage for the company's restricted equity.

Item 7 – Proposal to amend the Articles of Association

As a result of legislative amendments, the Board proposes that the company's Articles of Association is amended as follows:

Present wording Proposed wording
§ 1 § 1
The name of the company is Securitas AB. The The
name of the company
business
(Sw.
company is a public company (publ). is Securitas AB. The company is a
företagsnamn)
public company (publ).
Present wording Proposed wording
§ 9 § 9
A shareholder, who wants to take part in the A shareholder, who wants to take part in the
negotiations at a General Meeting, must be negotiations at
a General Meeting, must be
attend
registered in a transcript or other presentation registered in a transcript or other presentation of
of the share register relating to the facts which the share register relating to the facts which were
were recorded five (5) weekdays before the recorded five (5) weekdays before
on the record
General Meeting and must give notice to the
company not later than the day mentioned in
the General Meeting,
date for
which is established
the notice convening the meeting, before 4 p.m. in accordance with the Swedish Companies Act,
and must give notice to the company not later
The last mentioned day must not be a Sunday, than the day mentioned in the notice convening
any other public holiday, a Saturday, the meeting, before 4 p.m. This day must not be a
Midsummer Eve, Christmas Eve or New Year's Sunday, any other public holiday, a Saturday,
Eve and must not fall earlier than on the fifth Midsummer Eve, Christmas Eve or New Year's Eve
weekday before the General Meeting. and must not fall earlier than on the fifth weekday
before the General Meeting.
At the General Meeting, a shareholder is entitled
to be accompanied by one or two assistants; At the General Meeting, a shareholder is entitled
however, only if the shareholder gives notice to be accompanied by one or two assistants;
hereof to the company according to what is however, only if the shareholder gives notice
prescribed in the previous paragraph. hereof to the company according to what is
prescribed in the previous paragraph.
Present wording Proposed wording
§ 13 13 §
The shares of the company shall be registered in The shares of the company shall be registered in a
a CSD register in accordance with the Financial CSD register in accordance with the
Swedish
Instruments Accounts Act (1998:1479). Financial
Central Securities Depositories and
Instruments Accounts Act (1998:1479).

Further, the Board proposes some minor editorial changes and that the President and CEO shall be authorized to make the minor adjustments to the above resolution that may prove to be necessary in connection with the registration of the articles of association with the Swedish Companies Registration Office. In order for the resolution under this item 7 to be valid, it must be supported by shareholders representing at least two-thirds of the votes cast as well as the shares represented at meeting.

C. Available Documentation etc.

The Boards' complete proposals are set out above. The following documentation will be available at the company and on the company website www.securitas.com/egm2020 no later than November 18, 2020: (i) the Annual Report and the Auditor's Report for the financial year 2019; (ii) the Board's statements pursuant to Chapter 18, Sections 4 and 6 of the Swedish Companies Act; and (iii) a statement from the auditor pursuant to Chapter 18, Section 6 of the Swedish Companies Act. In addition, copies of the documentation will be sent to the shareholders who so request, indicating their mailing address. The share register for the EGM will be available at the company's office, Lindhagensplan 70, 112 43 Stockholm, Sweden.

D. 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. A request for such information shall be made in writing to Securitas AB (publ), Group Legal, P.O. Box 12307, S-102 28 Stockholm or by email to [email protected] no later than ten days prior to the EGM, i.e. no later than November 29, 2020. The questions and the responses will be made available at the company and on the company's website www.securitas.com/egm2020 no later than five days prior to the EGM, i.e. December 4, 2020. In addition, the information will be sent to the shareholders who so request, indicating their mailing address.

E. 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 125,000 shares of series B.

F. Processing of personal data

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

______________________________

Stockholm in November 2020 the Board of Directors SECURITAS AB (publ)

Information:

Micaela Sjökvist, Head of Investor Relations, mobile: +46 (0) 76 116 7443 or email [email protected]

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