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2016-04-04

Securitas: Updated summon to Annual General Meeting of Securitas AB due to the Nomination Committee's proposal to appoint six Board members:

The shareholders of Securitas AB are hereby invited to attend the
Annual General Meeting ("AGM") to be held at 4 p.m. CET on Wednesday
4 May 2016 at Hilton Stockholm Slussen Hotel, Guldgränd 8, Stockholm.
Registration for the AGM begins at 3 p.m. CET.

A. Notice of attendance

Shareholders who wish to attend the AGM must:

(i) be recorded in the share register maintained by Euroclear Sweden
AB on Thursday 28 April 2016; and

(ii) notify Securitas AB of their intent to participate in the AGM at
the address: Securitas AB,"AGM", P.O. Box 7842, SE-103 98 Stockholm,
Sweden, by telephone +46 10 470 31 30 or via the company website
www.securitas.com/agm2016, by Thursday 28 April 2016, at the latest.
On giving notice of attendance, the shareholder shall state name,
personal or corporate identity number or equivalent, address and
telephone number. A proxy form is available on the company website
www.securitas.com/agm2016 and will be sent by mail to shareholders
informing the company of their address and their wish to receive a
copy of the proxy form. Proxy holders and representatives of legal
persons shall submit papers of authorisation prior to the AGM. As
confirmation of the notification, Securitas AB will send an entry
card to be presented at registration for the AGM.

In order to participate in the proceedings of the AGM, owners with
nominee-registered shares must request their bank or broker to have
their shares temporarily owner-registered with Euroclear Sweden AB.
Such registration must be made as of Thursday 28 April 2016 and the
banker or broker should therefore be notified in due time before said
date. B. Agenda Proposal for Agenda 1. Opening of the Meeting. 2.
Election of Chairman 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 of compliance with
the rules of convocation. 7. The President's report. 8. 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. 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 31 December 2015, 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 2015. 10. Determination of the
number of Board members. 11. Determination of fees to Board members
and auditors. 12. Election of Board members. 13. Election of
auditors. 14. Election of members of the Nomination Committee. 15.
Determination of guidelines for remuneration to senior management.
16. Resolution regarding a proposal for authorization of the Board to
resolve on acquisition of the company's own shares. 17. Resolutions
regarding the implementation of an incentive scheme, including
hedging measures by way of a share swap agreement. 18. Closing of the
Meeting.

Election of Chairman of the Meeting (item 2 on the agenda) The
Nomination Committee ahead of the AGM 2016 has consisted of Carl
Douglas (Investment AB Latour, etc., who replaced Gustaf Douglas in
October 2015), Mikael Ekdahl (Melker Schörling AB), Jan Andersson
(Swedbank Robur Fonder), Johan Sidenmark (AMF) and Johan Strandberg
(SEB Investment Management), and has proposed that Melker Schörling,
Chairman of the Board, is elected Chairman of the AGM 2016.

Proposal for Dividend (items 9 (b) and (c) on the agenda) The Board
proposes that a dividend of SEK 3.5 per share be declared. As record
date for the dividend, the Board proposes 9 May 2016. If the AGM so
resolves, the dividend is expected to be distributed by Euroclear
Sweden AB starting 12 May 2016.

Proposals for Election of Board Members and Auditors and Resolution
regarding Fees to the Board Members and the Auditors (items 10-13 on
the agenda) At the AGM 2016, the Nomination Committee will, in
connection with the election of Board members and auditors and the
resolutions regarding fees to the Board members and the auditors,
present and motivate the below proposals and also report on its
activities. In connection with the notice, the reasoned statement of
the Nomination Committee will be held available at the company
website, www.securitas.com/agm2016.

The Nomination Committee has proposed the following:

The number of Board members shall be six, with no deputy members. The
Nomination Committee proposes re-election of the Board members
Fredrik Cappelen, Carl Douglas, Marie Ehrling, Alf Göransson and
Sofia Schörling Högberg, and election of Anders Böös as new Board
member. Marie Ehrling is proposed as new Chairman of the Board.
Melker Schörling, Annika Falkengren and Fredrik Palmstierna have
declined re-election.

Anders Böös is a Board member of Investment AB Latour (publ),
Stronghold AB, Newsec AB and Tundra Fonder AB. He has previous
experience as CEO of H&Q AB and Drott AB, as Chairman of the Board of
IFS AB (publ) and Cision AB (publ), and as member of the Board of
among others Haldex AB and Niscayah AB.

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

As auditors, the Committee proposes the re-election of the auditing
firm PricewaterhouseCoopers AB, with authorized public accountant
Patrik Adolfson as auditor in charge, for a period up to and
including the AGM for 2017. The auditor's fees are proposed to be
paid as per agreement.

Fees to the Board members (assuming seven Board members) for the
period up to and including the AGM 2017 shall amount to SEK 4 660 000
in total (including fees for committee work) to be distributed
between the Board members as follows: the Chairman of the Board shall
receive SEK 1 300 000, the Deputy Chairman shall receive SEK 775 000
and each of the other Board members, except the President, shall
receive SEK 515 000. As consideration for the committee work, the
Chairman of the Audit Committee shall receive SEK 250 000 the
Chairman of the Remuneration Committee shall receive SEK 100 000, the
members of the Audit Committee each SEK 125 000 and the members of
the Remuneration Committee each SEK 50 000.

Proposal for Election of Members of the Nomination Committee (item 14
on the agenda) Shareholders jointly representing approximately 25 per
cent of the shares and approximately 48 per cent of the votes in the
company propose the AGM to adopt the following resolution:

The Nomination Committee ahead of the AGM 2017 shall have five
members: Carl Douglas (Investment AB Latour, etc.), Mikael Ekdahl
(Melker Schörling AB), Jan Andersson (Swedbank Robur Fonder), Johan
Sidenmark (AMF) and Johan Strandberg (SEB Investment Management).
Carl Douglas shall be elected Chairman of the Nomination Committee.
If a shareholder, represented by a member of the Nomination
Committee, 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 AGM 2017, the Committee shall have the right to appoint another
representative of the major shareholders to replace such member.

Proposal for Guidelines for Remuneration to Senior Management (item 15
on the agenda) The Board's proposal for guidelines for remuneration
to senior management principally entails that the total remuneration
shall be competitive and in accordance with market conditions. The
benefits shall consist of fixed salary, possible variable
remuneration, other customary benefits and pension. The variable
remuneration shall have an upper limit and be related to the fixed
salary. The variable remuneration shall be based on the outcome in
relation to set targets and be in line with the interests of the
shareholders. Pension benefits shall be fee-based and pension rights
shall be applicable as from the age of 65, at the earliest. The
variable remuneration shall not be pension qualifying unless local
regulations provide otherwise. The Board shall have the right to
deviate from the guidelines in individual cases if there are
particular grounds for such deviation.

Proposal for Authorization of the Board to Resolve on Acquisition of
the Company's Own Shares (item 16 on the agenda) The Board proposes
that the AGM 2016 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 2017, (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. The purpose of the proposed
authorization to acquire shares is to allow the Board to adjust the
company's capital structure, to contribute to shareholder value. If
shares are repurchased, the Board intends to propose that the
company's share capital shall be decreased through share reduction of
the repurchased shares.

A decision by the AGM on the proposal according to this item 16 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.

Proposal for Incentive Scheme (item 17 on the agenda) Background and
Motives For the past six years, the AGM has adopted a share related
incentive scheme for the Securitas' Group. The Board notes that the
program is now well established throughout the organization and is
delivering the expected results. As per March 2016, a total of 2 053
employees have received shares through the program. In line with the
Board's communicated intention when the previous programs were
proposed, the Board therefore proposes that a similar incentive
scheme be adopted by the AGM in 2016.

The motive for the proposal is the Board's intention to continue with
the redesigned bonus structure to enable the Group to gradually have
approximately 2 500 of Securitas top managers as shareholders, thus
strengthening the employee ownership in Securitas' future success and
development to the benefit of all shareholders. The Board is of the
opinion that these benefits may be achieved by continuing to provide
a share related part in the existing performance-based cash bonus
schemes. It is the assessment of the Board that the proposed scheme
will also increase the Group's attractiveness as an employer.

The proposal principally entails that 1/3 of any annual bonus earned
under the performance based cash bonus schemes would be converted
into a right to receive shares, with delayed allotment and subject to
continued employment. a. Implementation of an Incentive Scheme The
Board proposes that the AGM resolves on a share and cash bonus scheme
for 2016 (the "Incentive Scheme") in accordance with the following
main principles. Approximately 2 500 Securitas employees who
participate in the Securitas cash bonus schemes will participate in
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.

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