Summons to attend the Annual General Meeting in Peab AB (publ)
Welcome to the Peab AB Annual General Meeting Monday 7 May 2018 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 Monday 30 April 2018.
– give notice of attendance for themselves and for any assistants they intend to bring to the AGM no later than Monday 30 April 2018 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 AB (publ) Annual General Meeting, c/o Euroclear Sweden, Box 191, 101 23 Stockholm.
Notice of attendance must state the shareholder's name, address, telephone number, personal identity number or Company I.D. number and registered shareholding.
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.
Personal information taken from the share register, notice of participation at the AGM and information concerning a deputy, agent or assistant will be used for registration, preparation of the register of voters for the AGM and when applicable, the AGM protocol.
CONFIRMATION OF ATTENDANCE
Confirmation of attendance will be sent at the end of week 18 to shareholders who have given notice of attendance. Confirmation of attendance must be brought to the AGM.
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 AGM. Any such temporary registration of ownership must be executed no later than Monday 30 April 2018. 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 Monday 16 April 2018 onwards at the company's head office at Margretetorpsvägen 84 in Förslöv and on the Peab website at peab.com. Copies of said documents will be sent to shareholders on request.
1. Opening of the meeting
2. Election of the Chairman of the AGM
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 AGM 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. Decision of the number of Board members and auditors
13. Decision 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 AGM
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 AGM.
ITEM 10 PROPOSED DIVIDEND
The Board of Directors proposes a dividend of SEK 4.00 (3.60) per share to be paid for the financial year 2017. Wednesday 9 May 2018 is proposed as the record day for the dividend. If the AGM adopts a resolution in accordance with the proposal, it is expected that the dividend will be issued by Euroclear Sweden on Tuesday 15 May 2018.
ITEM 12 DECISION OF THE NUMBER OF BOARD MEMBERS
The proposal by the Nomination Committee: Eight (unchanged) members.
ITEM 13 DECISION 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 800,000 (600,000) and that each of the remaining Board members be paid SEK 400,000 (300,000). For their work on the Remuneration Committee and the Finance Committee, it is proposed that remuneration of SEK 60,000 (30,000) be paid to each member of those committees. For their work on the Audit Committee, it is proposed that remuneration of SEK 120,000 (120,000) be paid to the Chairman and SEK 60,000 (60,000) be paid to each member of the committee. The total remuneration proposed to Board members therefore amounts to SEK 4,260,000 (3,120,000). 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 and Lars Sköld. New-election of Liselott Kilaas. Nina Udnes Tronstad has declined re-election. 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 2019 AGM, 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 AGM, 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 AGM:
- 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 Board proposes the following changes in the Remuneration Policy: Item 3. Such variable remuneration shall be based primarily on goals connected to Peab Group’s profitability as well as, at certain times, other significant Group goals. Item 4. Maximum annual amount in an LTI program (including social security) may not exceed 40 percent of fixed annual salary.
NUMBER OF SHARES AND VOTES AND OTHER INFORMATION
At the time of the summons to attend the AGM 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 AGM, 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, March 2018
Peab AB (publ)
For more information, please contact:
Niclas Winkvist, CFO, 46 (0)733-84 75 00
Charlotte Hagö, CIO, 46 (0)725-33 45 45
Peab is a leading Nordic construction and civil engineering company with about 15,000 employees and SEK 50 billion in net sales. The Group has strategically placed offices in Sweden, Norway and Finland. Company headquarters are in Förslöv on Bjäre Peninsula in southern Sweden. The Peab share is listed on NASDAQ Stockholm.