Summons to attend the Annual General Meeting in Peab AB (publ)
Welcome to the Peab AB Annual General Meeting Tuesday 10 May 2016 at 3.00 p.m. Grevieparken, Grevie.
PROGRAMME
2.00 p.m. Start of registration
3.00 p.m. Start of the Annual General Meeting
NOTICES OF ATTENDANCE, ETC.
Shareholders who wish to attend the Annual General Meeting must:
– be entered in the share register kept by Euroclear Sweden AB on Tuesday 3 May 2015.
– give notice of attendance for themselves and for any assistants they intend to bring to the General Meeting no later than Tuesday 3 May 2016 at 2.00 p.m. Notice of attendance may be given via the company's website at www.peab.com, by telephone on 0431-893 50 or by mail to Peabs årsstämma, c/o Euroclear Sweden, Box 7841, 103 98 Stockholm.
Notices of attendance must state the shareholder's name, address, telephone number, personal identity number or organisation registration number and registered shareholding. Notices of attendance at the Annual General Meeting and information regarding any representative or assistant will be registered in the Peab General Meeting system in order to generate a register of voters at the Annual General Meeting.
Any proxies must be given in writing and must be submitted no later than at the Annual General Meeting, 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 notices 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 send at the end of week 18 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 Tuesday 3 May 2016. 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 17-20, the Board of Directors' statement on decisions under items 10 and 19 and the auditor's statement on the guidelines for remuneration are available for inspection by the shareholders no later than 19 April 2016 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.
PROPOSED AGENDA
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 auditor
16. Election of members of the Nomination Committee
17. Approval of share transfer in the subsidiary Peab FU Linné AB
18. Authorization of the Board of Directors for the new issue of B shares
19. Authorization of the Board of Directors for the acquisition and transfer of the company's own shares
20. Establishment of a remuneration policy
21. Any other business
22. Closing of the Annual General Meeting
THE SHAREHOLDERS' INTENTIONS
Shareholders representing over 2/3 of the total number of votes in the company have given notice that they intend to vote in favour of the following proposals in items 2, 10 and 12-20 below:
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 2.60 (2.25) per share to be paid for the 2015 financial year. Thursday 12 May 2016 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 Tuesday 17 May 2016.
ITEM 12 ESTABLISHMENT OF THE NUMBER OF BOARD MEMBERS
The proposal by the Nomination Committee: Eight (seven) members.
ITEM 13 ESTABLISHMENT OF FEES FOR BOARD MEMBERS, COMMITTEE MEMBERS AND AUDITORS
The proposal by the Nomination Committee:
It is proposed that the Chairman of the Board of Directors be paid SEK 560,000 (535,000) and that each of the remaining board members be paid SEK 235,000 (210,000). For their work on the Remuneration Committee and the Finance Committee, it is proposed that a fee of SEK 30,000 (unchanged) be paid to each member of those committees and for work on the Audit Committee SEK 30,000 (25,000) for each member. Furthermore, it is proposed that the Vice-Chairman be paid a fee of SEK 2,765,000 (unchanged) as a special payment for being at the group's disposal for matters relating to customers and markets. The total proposed fee to be paid to board members therefore amounts to SEK 5,240,000 (4,915,000). It is proposed that fees be paid to auditors according to an approved account.
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, Lars Sköld and Nina Udnes Tronstad. Malin Persson newly elected. 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: New election of the registered accounting firm KPMG AB.
ITEM 16 ELECTION OF MEMBERS OF THE NOMINATION COMMITTEE
Shareholders representing over 2/3 of the total number of votes in the company propose the following Nomination Committee: For the period up to the 2016 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 APPROVAL OF SHARE TRANSFER IN THE SUBSIDIARY PEAB FU LINNÉ AB
The Board of Directors proposes that the Annual General Meeting authorize the transfer of 50 percent of shares in the by Peab fully owned subsidiary Peab FU Linné AB with the subsidiaries Annehem Hyllie Point 3 AB and Annehem Hyllie Point 4 AB to Volito Fastigheter AB. Peab FU Linné AB and subsidiaries own the properties Värdshuset 5 and Värdshuset 4 containing a hotel and development rights for offices. The properties are situated at Hyllie Stationstorg in Malmö, Sweden.
The consideration for the transfer is based on an underlying property value of SEK 777 million, of which SEK 565 million are related to Värdshuset 5 (the hotel) and SEK 212 million to Värdshuset 4 (development right for offices etc.). The Board of Directors believes that the terms for the negotiated transfer, including the consideration, are based on market terms and that the underlying contracts contain the customary guarantees and conditions.
Karl-Axel Granlund, Chairman of the Board of Directors in Peab AB is also indirectly the primary owner of Volito AB and therefore indirectly controls Volito Fastigheter AB. The Board of Directors therefore states that the transfer is a transaction with related parties that according to the Leo Law and customary tradition on the stock market should be submitted to the Annual General Meeting for approval with special majority, meaning that in order to be approved the Board of Director’s proposal must be approved by shareholders with at lest nine tenth of the submitted votes and the shares that are represented at the Annual General Meeting.
ITEM 18 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 per cent of the registered share capital at the moment of the Authorization, with or without a preferential right for current shareholders.
ITEM 19 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 adopt a decision 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%. Shares may only be acquired for a consideration in cash,
- to adopt a decision 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 right, 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 20 ESTABLISHMENT OF A REMUNERATION POLICY
The Board of Directors proposes the following change of the Remuneration Policy, item 4: The amount in a LTI program should be invested as a pension premium in a financial instrument connected to the Peab share.
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, non-voting.
At the Annual General Meeting, the Board of Directors and the CEO will provide information, if any shareholder so requests and if the Board of Directors considers that such information may be provided without any substantial damage to the company, on circumstances that may affect consideration of an item on the agenda or that may affect consideration of the company's or a subsidiary company's financial situation or the company's relationship with another group company.
Förslöv, April 2016
Peab AB (publ)
Peab AB discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act.
The information was submitted for publication on April 11 2016.
For further information contact:
Karin Malmgren, Corporate Councel +46 733 371012
Gösta Sjöström, C I O Peab +46 733 371010
Peab is the Nordic Community Builder with some 13,000 employees and net sales exceeding SEK 44 billion. The Group has strategically located offices in Sweden, Norway and Finland. The share is listed on NASDAQ Stockholm. The registered office of the Group is at Förslöv, Skåne in south of Sweden.