Summons to attend the Annual General Meeting in Peab AB (publ)
Welcome to the Peab AB Annual General Meeting
Wednesday 10 May 2017 at 3.00 p.m. Grevieparken, Grevie
2.00 p.m. Start of registration
3.00 p.m. Start of the Annual General Meeting
NOTICE OF ATTENDANCE, ETC.
Shareholders who wish to attend the Annual General Meeting (AGM) must:
– be entered in the share register kept by Euroclear Sweden AB on Thursday 4 May 2017.
– give notice of attendance for themselves and for any assistants they intend to bring to the AGM no later than Thursday 4 May 2017 at 2.00 p.m. Notice of attendance may be given via the company's website at www.peab.com, by telephone +46 431-893 50 or by mail to Peab Annual General Meeting, c/o Euroclear Sweden, Box 7841, 103 98 Stockholm.
Notice of attendance must state the shareholder's name, address, telephone number, personal identity number or Company I.D. number and registered shareholding. Notice of attendance at the AGM and information regarding any representative or assistant will be registered in the Peab AGM system in order to generate a register of voters at the AGM.
Any proxies must be given in writing and must be submitted no later than at the AGM, accompanied by a registration certificate as appropriate. In order to simplify the registration procedure, shareholders are asked to send proxies to the company along with their notice of attendance. Proxy forms are available at peab.com and will be sent to shareholders on request.
CONFIRMATION OF ATTENDANCE
Confirmation of attendance will be sent at the end of week 19 to shareholders who have given notice of attendance. Confirmation of attendance must be brought to the Annual General Meeting.
SHARES REGISTERED FOR MANAGEMENT
Shareholders whose shares are registered for management through a bank's trustee department or an individual fund manager must temporarily allow the shares to be registered in their own name in order to attend the Annual General Meeting. Any such temporary registration of ownership must be executed no later than Thursday 4 May 2017. This means that shareholders must inform the manager of their wish to carry out a temporary registration of ownership in good time before that date.
ANNUAL ACCOUNTS AND FULL PROPOSALS
The Annual Accounts, with accounting documents and the auditor's report, the full proposals by the Board of Directors under items 17-19, the Board of Directors' statement on decisions under items 10 and 18 and the auditor's statement on the guidelines for remuneration are available for inspection by the shareholders no later than 19 April 2017 onwards at the company's head office at Margretetorpsvägen 84 in Förslöv and on the Peab website at peab.com. Copies of the said documents will be sent to shareholders on request.
1. Opening of the meeting
2. Election of the Chairman of the Annual General Meeting
3. Establishment and approval of the register of voters
4. Approval of the agenda
5. Election of one or two persons to check the minutes
6. Determination of whether the Annual General Meeting has been duly convened
7. Address by the CEO
8. Presentation of the annual report and auditors' report and the consolidated accounts and the auditors' report for the consolidated accounts
9. Decision on the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
10. Decision on disposition of the company's profits in accordance with the adopted balance sheet
11. Decision on discharge from liability for board members and the CEO
12. Establishment of the number of board members and auditors
13. Establishment of fees for board members, committee members and auditors
14. Election of board members, Chairman and Vice-Chairman
15. Election of company accountant
16. Election of members of the Nomination Committee
17. Authorization of the Board of Directors for the new issue of B shares
18. Authorization of the Board of Directors for the acquisition and transfer of the company's own shares
19. Establishment of a remuneration policy
20. Any other business
21. Closing of the Annual General Meeting
ITEM 2 ELECTION OF THE CHAIRMAN OF THE GENERAL MEETING
The proposal by the Nomination Committee: Göran Grosskopf to be elected as the Chairman of the Annual General Meeting.
ITEM 10 PROPOSED DIVIDEND
The Board of Directors proposes a dividend of SEK 3.60 (2.60) per share to be paid for the 2016 financial year. Friday 12 May 2017 is proposed as the record day for the dividend. If the Annual General Meeting adopts a resolution in accordance with the proposal, it is expected that the dividend will be issued by Euroclear Sweden on Wednesday 17 May 2017.
ITEM 12 ADOPTION OF THE NUMBER OF BOARD MEMBERS
The proposal by the Nomination Committee: Eight (unchanged) members.
ITEM 13 ADOPTION OF REMUNERATION TO BOARD MEMBERS, COMMITTEE MEMBERS AND ACCOUNTANTS
Proposal by the Nomination Committee:
It is proposed that the Chairman of the Board of Directors be paid SEK 600,000 (560,000) and that each of the remaining board members be paid SEK 300,000 (235,000). For their work on the Remuneration Committee and the Finance Committee, it is proposed that remuneration of SEK 30,000 (unchanged) be paid to each member of those committees. For their work on the Audit Committee, it is proposed that remuneration of SEK 120,000 (30,000) be paid to the Chairman and SEK 60,000 (30,000) be paid to each member of the committee. The Board also proposes that the remuneration (SEK 2,765,000) paid the previous year to the Vice Chairman, as a special compensation for his availability to the Group in matters concerning customers and the market, shall not be paid in 2017. The total remuneration proposed to Board members therefore amounts to SEK 3,120,000 (5,240,000). It is proposed that the accountants be paid according to approved invoices.
ITEM 14 ELECTION OF BOARD MEMBERS, CHAIRMAN AND VICE-CHAIRMAN
The proposal by the Nomination Committee:
Re-election of Karl-Axel Granlund, Göran Grosskopf, Kerstin Lindell, Mats Paulsson, Fredrik Paulsson, Malin Persson, Lars Sköld and Nina Udnes Tronstad. Göran Grosskopf to be appointed Chairman and Mats Paulsson to be appointed Vice-Chairman.
ITEM 15 ELECTION OF AUDITORS AND DEPUTY AUDITORS
The proposal by the Nomination Committee: Re-election of the registered accounting firm KPMG AB. If KPMG AB is chosen Dan Kjellqvist will be the authorized Group accountant.
ITEM 16 ELECTION OF MEMBERS OF THE NOMINATION COMMITTEE
Shareholders representing over 63 percent of the total number of votes in the company propose the following Nomination Committee: For the period up to the 2018 Annual General Meeting, it is proposed that Ulf Liljedahl, Göran Grosskopf, Mats Rasmussen and Malte Åkerström be re-elected. Ulf Liljedahl is proposed as Chairman of the Nomination Committee.
ITEM 17 AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE NEW ISSUE OF B SHARES
Authorization of the Board of Directors to decide, on one or more occasion during the period up to the next Annual General Meeting, on a new issue of B shares corresponding at the most to a total of 10 percent of the registered share capital at the moment of the authorization, with or without preferential rights for current shareholders.
ITEM 18 AUTHORIZATION FOR THE ACQUISITION AND TRANSFER OF THE COMPANY'S OWN SHARES
Authorization of the Board of Directors, during the period up to the next Annual General Meeting:
- to decide to acquire, on NASDAQ Stockholm AB or through an acquisition offer aimed at all shareholders or holders of shares of a particular class, a maximum number of shares so that the company's holding of its own shares after the acquisition does not exceed one tenth of all shares in the company. The shares may be acquired on NASDAQ Stockholm AB at a price within the price interval registered at any given time and, in the case of acquisition through an acquisition offer, at a price equivalent to the lowest stock market price at the time of the offer with a maximum upward deviation of 30 percent. Shares may only be acquired for a consideration in cash,
- to decide to transfer, on NASDAQ Stockholm AB or in connection with, for example, a corporate acquisition and with or without any deviation from the shareholders' preferential rights, a maximum of all the company's own shares held by the company on NASDAQ Stockholm AB at a price within the price interval registered at any given time and, in the case of a sale by other means, at a price equivalent to the stock market price of the shares at the time of the transfer with any deviation that the Board of Directors may deem appropriate.
The aim of the Authorization is to improve the company's capital structure and/or to be used when financing acquisitions, etc.
ITEM 19 ADOPTION OF REMUNERATION POLICY
The Remuneration Policy proposed by the Board is the same as in 2016.
NUMBER OF SHARES AND VOTES AND OTHER INFORMATION
At the time of the summons to attend the Annual General Meeting there are a total of 296,049,730 registered shares in the company representing 604,929,343 votes, of which 34,319,957 were A shares representing 343,199,570 votes and 261,729,773 were B shares representing 261,729,773 votes. Of the total number of registered shares, the Company holds 1,086,984 B shares without voting rights.
At the Annual General Meeting, if any shareholder so requests and if the Board of Directors considers that such information may be provided without any material damage to the company, the Board of Directors and the CEO will provide information on circumstances that may affect how an item on the agenda is assessed or that may affect assessment of the company's or a subsidiary company's financial situation or the company's relationship with another Group company.
Förslöv, April 2017
Peab AB (publ)
For further information please contact:
Karin Malmgren, Corporate Councel Peab AB, cell: +46 733 371012
Kajsa Jacobsson, Press Officer Peab AB, cell: +46 725 33 34 84
Peab is one of the leading Nordic construction and civil engineering companies with more than 14,000 employees and net sales of over SEK 46 billion. The Group has strategically located offices in Sweden, Norway and Finland. The Peab’s registered office is located in Förslöv on Cap Bjäre in south of Sweden. The Peab share is listed on Nasdaq Stockholm.