Annual General Meeting of Peab Industri, 2008
• Cash dividend amounting to SEK 1.50
• Approval of convertibles to new employees
• Continued authorisation to repurchase own shares
The Annual General Meeting of Peab Industri AB (publ) was held on Thursday 15 May. The meeting approved the Board’s proposed dividend of SEK 1.50 per share. Tuesday 20 May was appointed Record Day and it is estimated that dividends will be sent out by the Securities Register Centre (VPC) on Friday 23 May.
The meeting discharged the Board and CEO from liability for the 2007 financial year.
Board members Mats Paulsson, Eva Hörwing, Sara Karlsson, Fredrik Paulsson, Mats O Paulsson, Jan Segerberg and Kjell Åkesson were re-elected. Mats Paulsson was re-elected as chairman of the board.
The meeting decided to approve the decision of the Board whereby Peab Industri AB will issue maximum 800,000 convertibles at a total maximum nominal value of SEK 46,400,000, which may be converted to B shares. The convertibles will run from 1 December 2008 until 30 November 2012. The right to subscribe for the convertibles shall be given to a wholly owned subsidiary to Peab Industri AB, with the right and obligation to, in the first place, offer to all personnel employed after 15 November 2007, or employees in companies that have been acquired by Peab Industri after 15 November 2007 the right to subscribe for convertibles from 26 November 2008 to 12 December 2008 and, in the second place, offer Peab's Profit-sharing Foundation the right to acquire the convertibles not subscribed for by the employees. Conversion of B shares may take place during special windows of conversion in December 2010 and 2011 as well as in September 2012. The conversion rate will correspond to 120 percent of the for B shares on the OMX Nordic Exchange Stockholm's official price list quoted average latest buy rate during the period of 3 November 2008 to 14 November 2008. The conversion rate may, however, not be lower than SEK 58. Calculated on a conversion rate of SEK 58 the maximum dilution amounts to approximately 0.94 percent of the share capital and 0.46 percent of the votes.
The meeting authorised the Board to decide on one or more new issues of B shares during the period up to the next Annual General Meeting. The authorisation is for a maximum of 10 percent of the registered share capital at the time of authorisation. Any new issue shall be made according to the market’s usual terms and conditions.
The meeting also authorized the Board to, until the next Annual General Meeting decide to, on the OMX Nordic Exchange Stockholm or through an offer to buy directed to all shareholders, buy back as many Peab Industri A or B shares so that after the acquisition there is a maximum of 8,525,000 shares held by the company. When acquiring shares on the OMX Nordic Exchange Stockholm the price must lie within the range registered from time to time. In the case of acquisition offers addressed to the shareholders the price must be the lowest price quoted with a maximum excess of 30 per cent. The purpose of this authorisation is to finance acquisitions with shares and such like and/or to make it possible through a later withdrawal to neutralise the dilution that can occur when convertibles are converted.
The meeting also authorised the Board to decide, until the next Annual General Meeting, to transfer a maximum of 8,525,000 Peab Industri A or B shares that have been bought back by the company. The Board is authorised to decide upon to whom the shares should be sold, on the terms of divestment and on the way in which divestment shall be made. In case of sales on the OMX Nordic Exchange Stockholm, the authorisation grants the Board the right to divest shares at a price which lies within the registered price range from time to time. If not divested by sale on the OMX Nordic Exchange Stockholm, the price must at least be the price quoted at the time of divestment.
These authorisations give the board the right to decide on other issues related to the purchase and transfer of Peab Industri’s shares.
Karl-Axel Granlund, Erik Paulsson and Mats Paulsson were appointed to the nominating committee. Erik Paulsson was elected chairman of the nominating committee.
For additional information, please contact:
Niclas Winkvist, CFO Peab Industri + 46 431 44 96 05
Staffan Bremander, Corp. Comm. Mgr. Peab Industri + 46 733 37 11 10
Peab Industri 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 at 3.00 pm on 15 May 2008.
Previous press releases from Peab Industri are available at www.peabindustri.com.