STOCKHOLM, March 26, 2021 /PRNewswire/ — The shareholders of Securitas AB, 556302-7241, are hereby invited to participate in the Annual General Meeting (“AGM”) to be held on Wednesday May 5, 2021.
In order to reduce the risk of spreading the coronavirus and to comply with regulations and general guidelines issued by the authorities, the AGM will, in accordance with temporary legislation, be held only by postal voting. Shareholders will not be able to physically attend the AGM in person or by proxy. Instead, Securitas welcomes shareholders to participate in the AGM by voting in advance as described below.
A recording with the President and CEO Magnus Ahlqvist will be published at the company’s website www.securitas.com on May 5, 2021.
A. 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 Tuesday April 27, 2021; and
(ii) give notice of their intention to participate no later than Tuesday May 4, 2021, by submitting their postal vote in accordance with the instructions under Postal voting below, so that the postal vote is received by Euroclear no later than that day.
In order to participate in the proceedings of the AGM, 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. The share register for the AGM as of the record date Tuesday April 27, 2021, will take into account owner-registrations completed no later than Thursday April 29, 2021.
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 AGM and is available on the company’s website www.securitas.com/agm2021. 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’s website https://anmalan.vpc.se/euroclearproxy.
The postal vote (completed form/electronic vote) must be received by Euroclear no later than Tuesday May 4, 2021. 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, telephone +46 8 402 90 63 (Monday-Friday 9.00 am – 4.00 pm (CET)).
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/agm2021.
1. Election of Chair of the Meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two person(s) to approve the minutes
5. Determination of compliance with the rules of convocation
6. Presentation of
a. the Annual 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
7. 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 31 December, 2020,
b. appropriation of the company’s profit according to the adopted Balance Sheet,
c. record date for dividend, and
d. discharge of the Board of Directors and the President from liability for the financial year 2020
8. Determination of the number of Board members
9. Determination of fees to Board members and auditors
10. Election of Board members
11. Election of auditors
12. Approval of Remuneration Report
13. Determination of guidelines for remuneration to senior management
14. Resolution regarding a proposal for authorization of the Board to resolve on acquisition and transfer of the company’s own shares
15. Resolutions regarding the implementation of an incentive scheme, including hedging measures by way of a share swap agreement
16. Resolution regarding the implementation of a long-term incentive program (LTI 2021/2023)
Item 1 – Election of Chair of the Meeting
The Nomination Committee ahead of the AGM 2021 has consisted of Johan Hjertonsson (Investment AB Latour etc., Chair of the Nomination Committee), Mikael Ekdahl (Melker Schörling AB), Maria Nordqvist (Lannebo Fonder), Niklas Ringby (EQT AB) and Simon Blecher (Carnegie Fonder), and has proposed that Marie Ehrling, Chair of the Board, is elected Chair of the AGM 2021, 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 on behalf of the company, based on the share register for the AGM 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 Nomination Committee 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 7 (b) and (c) – Proposal for dividend and record date
The Board proposes that a dividend of SEK 4.00 per share be declared. As record date for the dividend, the Board proposes May 7, 2021. If the AGM so resolves, the dividend is expected to be distributed by Euroclear starting May 12, 2021. The Board has presented a motivated statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act. The statement is available at the company and on the company’s website www.securitas.com/agm2021.
Item 8-11 – Proposals for Election of Board Members and Auditors and Resolution regarding Fees to the Board Members and the Auditors
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/agm2021.
The Nomination Committee has proposed the following:
The number of board members shall be eight, with no deputy members. The Nomination Committee proposes re-election of the Board members Ingrid Bonde, John Brandon, Fredrik Cappelen and Sofia Schörling Högberg. The Nomination Committee further proposes the election of Gunilla Fransson, Harry Klagsbrun, Johan Menckel and Jan Svensson as new Board members. Jan Svensson is proposed to be elected as Chair of the Board.
Marie Ehrling, Dick Seger, Carl Douglas and Anders Böös have informed that they are not available for re-election.
Information about the proposed Board members is available on the company website www.securitas.com.
Fees to the Board members for the period up to and including the AGM 2022 shall amount to SEK 8,950,000 in total (including fees for committee work) to be distributed between the Board members as follows: the Chair of the Board shall receive SEK 2,400,000 and each of the other Board members shall receive SEK 800,000. As consideration for the committee work, the Chair of the Audit Committee shall receive SEK 350,000, the Chair of the Remuneration Committee shall receive SEK 100,000, the members of the Audit Committee each SEK 225,000 and the members of the Remuneration Committee each SEK 50,000.
As auditors, the Nomination Committee proposes, in accordance with the Audit Committee’s recommendation below, new election of the auditing firm Ernst & Young AB, for a period up to and including the AGM for 2022. Ernst & Young AB has informed that Rickard Andersson will be auditor in charge. The auditor’s fees are proposed to be paid as per agreement.
The Audit Committee has in its recommendation listed two options regarding the election of auditor, with Ernst & Young AB as its first recommendation for a mandate period of one year. The recommendation of the Audit Committee is based on the tender process conducted, which the Audit Committee has closely followed and has been actively involved with certain activities including meeting with the participants in the tender, the evaluation criteria and management’s conclusion. The proposal submitted by Ernst & Young AB has defined a balanced scope of the audit based on the varying size and operations of the group companies and has offered an audit that is best adapted to Securitas’ operations compared with the other tenders submitted, and also a fee which in relation to the work is competitive.
Item 12 – Approval of Remuneration Report
The Board of Directors proposes that the AGM resolves to approve the Board of Directors’ report
regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Item 13 – Proposal for Guidelines for Remuneration to Senior Management
The Board of Directors proposes that the AGM adopts the following guidelines for remuneration to the individuals who are included in the Group Management of Securitas (the “senior management employees”).
The guidelines shall apply to agreements entered into after the AGM 2021, and to changes made in existing agreements after the AGM 2021. These guidelines do not apply to any remuneration decided or approved by the general meeting.
Promotion of Securitas’ business strategy, long-term interests and sustainability etc.
In short, Securitas business strategy is to offer protective services that integrate all areas of Securitas’ competence. Together with the customers, Securitas develop optimal and cost-efficient solutions that are suited for the customers’ needs. This brings added value to the customers and results in stronger, more long-term customer relationships and improved profitability. In order to attract and keep competent senior management employees, Securitas shall offer a competitive total remuneration that is in line with the market conditions on the relevant market for each senior management employee. Thereby, the ambition is to ensure that Securitas has the leading team in the security services industry, which is expected to contribute to Securitas’ business strategy and long-term interests, including its sustainability. More information on Securitas’ business strategy is available on Securitas’ website securitas.com, section About us – Our strategy.
Securitas has implemented share-related incentive plans. Every year since 2010, the Annual General Meeting has resolved on share related incentive schemes including approximately 2,600 employees within the Group. The outcome of these incentive schemes relates to how the criteria for awarding variable cash remuneration are satisfied and thus they are distinctly linked to Securitas’ business strategy, long-term interests and sustainability. Furthermore, the Annual General Meetings 2019 and 2020 resolved on long-term incentive programs (LTI 2019/2021 and LTI 2020/2022, together the “LTI Programs”) including the CEO, other members of the Group Management and certain other key employees. The LTI Programs are intended to work as an alternative incentive solution to the aforementioned incentive scheme and includes approximately up to 80 employees within Securitas. The outcome of the LTI Programs are based on the annual development of Securitas’ earnings per share. The LTI Programs are conditional upon the participant’s own investment and holding periods of several years. The share-related incentive plans have been resolved by the general meeting and are therefore excluded from these guidelines. The share-related incentive plans proposed by the Board of Directors and submitted to the AGM 2021 for approval are excluded for the same reason. More information on Securitas’ incentive plans is available on Securitas’ website securitas.com, section Corporate Governance – Remuneration to Senior Management.
Types of remuneration
The total remuneration to senior management shall consist of a fixed basic salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.
The fixed basic salary shall be competitive and reflect each senior management employee’s responsibility and performance. The variable cash remuneration shall amount to a maximum of 85 percent of the fixed basic salary for the President and CEO and a maximum of 60-200 percent of the fixed basic salary for other senior management employees.
The senior management employees shall be subject to defined contribution pension plans for which insurance premiums are transferred from the individual’s total cash remuneration and paid by the company during the term of employment. In exceptional cases, the value of such insurance premiums can instead be paid as part of the cash remuneration to a senior management employee. Variable cash remuneration shall qualify for pension benefits to the extent required by mandatory collective agreement provisions. Insurance premiums may amount to not more than 35 percent of the fixed basic salary.
Other benefits, such as company car, life insurance, special health insurance or occupational health service shall be provided to the extent this is considered customary for senior management employees holding equivalent positions on the labor market where the senior management employee is active. Premiums and other costs relating to such benefits may amount to not more than 15 percent of the fixed basic salary.
For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Criteria for awarding variable cash remuneration
Variable cash remuneration shall be awarded based on the outcome of clearly measurable performance-based targets that are set as close to the local business as possible and aim for long-term profitability of Securitas. The performance-based targets may for example relate to EBITA, EPS and/or cash flow within each senior management employee’s area of responsibility (group or division). Furthermore, the performance-based targets are intended to contribute to Securitas’ business strategy and long-term interests, including its sustainability, by, among other things, promoting the senior management employee’s long-term development within Securitas and reconciling the shareholders’ interests with the employee’s interests.
The Remuneration Committee shall, for the Board of Directors, prepare, monitor and evaluate matters regarding variable cash remuneration to the senior management. Ahead of each measurement period for the criteria for awarding variable cash remuneration, which can be one or several years, the Board of Directors shall, based on the work of the Remuneration Committee, establish which criteria that are deemed to be relevant for the upcoming measurement period. After a measurement period has ended, it shall be determined to which extent the criteria have been satisfied. Evaluations regarding fulfilment of financial targets shall be based on established financial information for the relevant period.
Variable cash remuneration can be paid after the measurement period has ended or be subject to deferred payment. If payment of variable cash remuneration has been effected on grounds later proven to be obviously inaccurate, Securitas shall, to the extent legally possible, have the possibility to reclaim such paid remuneration.
Termination of employment
At dismissal, the notice period for senior management employees shall not exceed twelve months, with a right to redundancy payment equivalent to a maximum of 100 percent of the fixed basic salary for a period not exceeding twelve months after the end of the notice period. At resignation by a senior management employee, the notice period shall amount to a maximum of six months without a right to redundancy payment.
Additionally, remuneration may be paid for non-compete and non-solicitation undertakings in accordance with mandatory rules or local practice. The remuneration shall be based on the fixed cash salary at the time of termination of employment and be paid during the time the non-compete or the non-solicitation undertaking applies, however not for more than 24 months following termination of employment.
Salary and employment conditions for employees
In the preparation of the Board of Directors’ proposal for these guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
The decision-making process to determine, review and implement the guidelines
The Remuneration Committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for remuneration to the senior management. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting.
The guidelines shall be in force until new guidelines are adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the senior management, the application of the guidelines for remuneration to senior management as well as the current remuneration structures and compensation levels in Securitas. The members of the Remuneration Committee are independent of the company and its senior management. The CEO and other members of the senior management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Deviation from the guidelines
The Board may temporarily resolve to deviate from the guidelines, in whole or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve Securitas long-term interests, including its sustainability, or to ensure Securitas financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolutions to deviate from the guidelines.
Item 14 – Proposal for 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 2022, (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 2022, (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 of Directors decides to adjust the company’s capital structure in accordance with (a) above, the Board of Directors 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. The statement is available at the company and on the company’s website www.securitas.com/agm2021.
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 15 – Proposal for Incentive Scheme, including hedging measures by way of a share swap agreement
Consistent with the last eleven years, the Board proposes a share related incentive program (the “Incentive Scheme”) for the Group shall be resolved by the AGM 2021, in accordance with the following main principles.
a) Implementation of an Incentive Scheme
Approximately 2,500 Securitas employees will be comprised by the Incentive Scheme and thereby be entitled to receive a part of the yearly bonus in the form of shares in Securitas, provided that certain predetermined and measurable performance targets, which apply also under the cash bonus schemes, are met. These vary depending on the employee’s position but are in principle based on a year-on-year improvement of operating income or, for employees of the parent company, earnings per share.
Provided that the applicable performance criteria are met, the yearly bonus will be determined at the outset of 2022 and be payable by (i) 2/3 in cash at the outset of 2022 and (ii) 1/3 in shares of series B (the “Bonus Shares”) at the outset of 2023. The number of shares to which each participant will be entitled shall be determined by the ratio between the available bonus and the average share price at which the shares are purchased (such purchase to be made during the first quarter of 2022 in accordance with applicable regulations). The vesting period is less than three years. Since the program, which was implemented for the first time in 2010 and has been renewed annually since then, replaces an immediate cash bonus pay-out and is not granted in addition to already existing bonus rights, the Board deems that the two-year period from the commencement of the program until the release of the shares is well motivated and reasonable in order to achieve the purpose of the program.
Distribution of Bonus Shares in accordance with (ii) is subject to the following two conditions: (1) if the total accrued bonus amounts to less than EUR 6,000, the whole bonus will be paid out in cash in accordance with (i) above, and (2) the employee must remain employed by Securitas as of the last day of February 2023 except where an employee has left his/her employment due to retirement, death or long-term disability, in which case the employee shall have a continued right to receive Bonus Shares.
At distribution of the Bonus Shares, the employee shall be entitled to additional shares up to a value corresponding to any dividend decided per share corresponding to the total number of Bonus Shares during the period from payment of the cash bonus until distribution of the Bonus Shares, adjusted to the closest number of whole shares that can be purchased for the dividend for each participant.
The Board shall be responsible for the particulars and the handling of the Incentive Scheme within the frame of the above principal guidelines and shall also be entitled to make such minor adjustments which may prove necessary due to legal or administrative circumstances.
b) Hedging Measures
In order to enable the delivery of Bonus Shares in accordance with the Incentive Scheme, the Board of Directors proposes that the AGM, similar to previous years, approves the hedging of the delivery of the shares to the employees by Securitas entering into a share-swap agreement with a third party, whereby the third party in its own name shall acquire and transfer shares in the company to employees participating in the scheme. The cost for the swap is estimated at SEK 700,000 assuming the same bonus amount as last year.
Resolutions and Voting Majority
The proposals according to (a) and (b) above shall be adopted as one single resolution and 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.
Effect on Important Key Ratios
The Incentive Scheme is estimated to comprise 1,100,000 shares (based on the outcome 2020 adjusted to present number of entitled employees and an estimated share price of SEK 145), which is equivalent to 0.3 percent of the total number of issued shares and 0.21 percent of the total number of votes in Securitas.
In view of the proposed swap agreement, there will be no impact on the earnings per share, other than the increased costs that the Incentive Scheme could cause.
Item 16 – Proposal for a long-term incentive program (LTI 2021/2023)
Summary of the program
The Annual General Meetings 2019 and 2020 resolved on long-term incentive programs for the CEO, other members of Group management and certain other key employees within the Securitas Group (LTI 2019/2021 and LTI 2020/2022, together the “LTI Programs”). Along the lines of the LTI Programs, the Board of Directors 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 2021/2023”). For the qualifying participants, LTI 2021/2023 is intended to be an alternative to Incentive Scheme 2021 (see item 15 of the notice for further information about Incentive Scheme 2021) and the participants of LTI 2021/2023 will not be entitled to participate in Incentive Scheme 2021. The main principles for LTI 2021/2023 are set out below.
LTI 2021/2023 is proposed to include approximately 70 employees including the CEO, other members of Group management and certain other key employees within the Securitas Group. In order to participate in LTI 2021/2023 the participants will have to invest in Series B shares in Securitas at market price or nominate series B shares already vested under previous incentive schemes. For every Series B share purchased or nominated within the scope of LTI 2021/2023, the company will grant so called performance awards free of charge in accordance with the terms stipulated below.
The rationale for the proposal
The purpose of LTI 2021/2023 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 of Directors believes that the implementation of LTI 2021/2023 will have a positive effect on the long-term value growth of the Group and consequently that LTI 2021/2023 is beneficial to both the shareholders and the company.
Personally invested shares
In order to participate in LTI 2021/2023, the participants will, with the exceptions stated below, during the period from 21 May, 2021 up to and including 4 June, 2021 (the “Investment Period”) have to either (i) purchase Series B shares in Securitas in the market and nominate such shares to LTI 2021/2023, or (ii) nominate Series B shares already vested under previous incentive schemes to LTI 2021/2023 (“Personally Invested Shares”).
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 Personally Invested Shares during the Investment Period, the Board of Directors shall be entitled to extend or postpone the Investment Period in individual cases, but no later than to the next AGM. The Board of Directors shall further, in individual cases, be entitled to accept shares acquired prior to the Investment Period, but not earlier than 1 January, 2021, and/or shares acquired through e.g. a pension insurance as Personally Invested Shares, where the participant, in the Board of Directors’ opinion, has valid reasons for nominating such shares to LTI 2021/2023.
Participants in LTI 2021/2023 and allocation
LTI 2021/2023 is proposed to include approximately 70 senior executives and key employees within the Securitas Group, divided in three categories.
For each Personally Invested Share by the CEO of the Group under LTI 2021/2023, the company will grant five performance awards to the CEO.
For each Personally Invested Share by another member of Group management (currently thirteen individuals) under LTI 2021/2023, the relevant individual will be awarded four performance awards.
For each Personally Invested Share by another participant (approximately 56 individuals) under LTI 2021/2023, the relevant individual will be awarded three performance awards.
The number of performance awards that will entitle participants to receive Series B shares in the company depends on the annual development of Securitas’ earnings per share , compared to minimum and maximum target levels as defined by the Board of Directors, during the measurement period 1 January, 2021 – 31 December, 2023, 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 2021, one third is measured against the outcome for 2022 and one third is measured against the outcome for 2023.
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 of Directors intends to present the fulfilment of the performance-based condition in the Annual Report for the financial year 2023.
In addition to the above conditions, the following shall apply for the performance awards.
· The performance awards shall be granted free of charge after the end of the Investment Period.
· 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 the last day of February 2024 and has maintained the full amount of Personally Invested Shares purchased or nominated under LTI 2021/2023 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 granted by the company or any other company within the Group.
Preparation and administration
The Board of Directors shall be responsible for preparing the detailed terms and conditions of LTI 2021/2023 in accordance with the mentioned terms and guidelines. To this end, the Board of Directors shall be entitled to make adjustments to meet foreign regulations or market conditions. The Board of Directors 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 2021/2023 no longer are appropriate. Such adjustments include a right for the Board of Directors 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 of Directors considers that the delivery of shares under LTI 2021/2023 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 2021/2023 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 of Directors shall be entitled to implement an alternative incentive solution for employees in such countries where participation in LTI 2021/2023 is not advisable, which alternative solution shall, as far as practically possible, correspond to the terms of the LTI 2021/2023.
Scope and cost of the program
LTI 2021/2023 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 the last day of February 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 145, LTI 2021/2023 will, in accordance with the principles and assumptions set out above, comprise maximum 543,614 Series B shares in total, which corresponds to approximately 0.15 percent of the total number of issued shares in the company and 0.1 percent of the total number of votes in the company.
The costs for LTI 2021/2023 should be expensed as personnel costs over the Vesting Period. Provided that the performance-based condition is fully achieved, the cost for LTI 2021/2023 before tax is, in accordance with the principles and assumptions set out above, estimated to approximately SEK 78.8 million, allocated over the Vesting Period. Estimated social security costs and financing costs are included in such amount.
The Board of Directors proposes the AGM to resolve to authorize the Board of Directors 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 2021/2023.
The costs for LTI 2021/2023 are expected to have marginal effect on key ratios of the Securitas Group.
The Board of Directors 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 2021/2023, outweighs the costs related to LTI 2021/2023.
All estimates are based on at each time applicable foreign exchange rates according to Reuters. Information on previous incentive schemes for 2019 and 2020 and the LTI Programs can be found in the Annual Report 2020, Notes 9 and 12.
Delivery of shares under LTI 2021/2023
To ensure the delivery of Series B shares under LTI 2021/2023, 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 2021/2023. The cost for the swap is estimated at a maximum of SEK 600,000 assuming that the performance-based condition is fully achieved.
Any share-swap agreement for LTI 2021/2023 will be a separate share-swap agreement from the agreement entered into in respect of Incentive Scheme 2021.
Preparation of the proposal
LTI 2021/2023 has been initiated by the Board of Directors 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 2021/2023 has been prepared by the Remuneration Committee and reviewed at meetings of the Board of Directors.
C. Available documentation etc.
The following documentation will be available at the company and on the company website www.securitas.com/agm2021 no later than April 14, 2021: (i) the Annual Report and the Auditor’s Report, including the Board’s proposal for guidelines for remuneration to senior management, (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 to resolve upon acquisition and transfer of the company’s own shares, (vi) the complete proposal of the Board with respect to the Incentive Scheme, (vii) the complete proposal of the Board with respect to LTI 2021/2023, and, (viii) 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.
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, 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. 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 AGM, i.e. no later than April 25, 2021. The questions and the responses will be made available at the company and on the company’s website www.securitas.com/agm2021 no later than five days prior to the AGM, i.e. April 30, 2021. In addition, the information will be sent to the shareholders who so request, indicating their mailing address or email 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 AGM, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in March 2021
the Board of Directors
SECURITAS AB (publ)
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