Annual General Meeting of Peab 2007

• Cash dividend fixed to SEK 3.50 per share
• Decision to issue shares in Peab Industri
• Decision on split 2:1
• Decision on withdrawal of shares
• Approval of convertibles

Peab AB (publ) held its Annual General Meeting on Wednesday. The meeting resolved in accordance with a proposal by the board a cash dividend of SEK 3.50 per share. The record day was fixed to Tuesday, May 22 and the dividend is expected to be issued by VPC on Friday, May 25.

It was thereafter decided to issue all the shares in Peab Industri AB. The issue amounts to a book value of SEK 600 million, which corresponds to approx. SEK 7.50 per outstanding share. Thursday, September 27, 2007 was determined as the record day.

The Annual General Meeting discharged the members of the board and managing director from all responsibility for the financial year of 2006.

Svante Paulsson, Annette Brodin Rampe, Karl-Axel Granlund, Göran Grosskopf and Mats Paulsson were re-elected as members of the board, and Lars Sköld and Stefan Paulsson were newly elected. Göran Grosskopf was re-elected as chairman. Alf Svensson, KPMG, was appointed auditor, with Dan Kjellqvist, KPMG, as deputy auditor. The retiring member Jan Segerberg, who has been elected to the board of Peab Industri, was thanked for the services he has rendered in the last 13 years. Thomas Thiel was thanked for the 15 years he has been the auditor.

The board of directors decided on a split, to the effect that each existing share is to be divided into two shares of the same type. The split is to be implemented immediately after the right to participate in dividends from the Peab Industri AB is distinguished, meaning that the first day of trading with the split shares shall be the same day as the first day for trading with shares with exclusive right to participate in dividends from Peab Industri AB. In this context the record day for the split is expected to be September 27, 2007.

The Annual General Meeting decided to reduce the share capital by SEK 55,000,000 through the withdrawal without repayment of 5,500,000 B shares. The shares proposed to be withdrawn have been repurchased by the Company with the authorisation issued at the meeting on May 17, 2006. It was also decided to increase the share capital by SEK 57,187,161:80 through a transfer from unrestricted equity to share capital (bonus issue), whereby the increase in share capital will take place without the issue of new shares.

The meeting authorised the board to take a decision on the new issue of B shares during the period to the next general meeting, on one or more occasions. The authorisation refers to a maximum of 10 per cent of the registered share capital at the time of the authorisation. New issues of shares shall be made in accordance with standard market procedures.

The meeting also authorised the board, for the period up to the next general meeting, to decide to use assets which may be used in allocating profits, on one or more occasions, to acquire shares in the Company such that after the acquisition the Company owns no more than 10 per cent of the registered shares in the Company.
The shares may be acquired in other ways than in proportion to the shareholders’ holdings through acquisition on the Stockholm Stock Exchange or through acquisition offers addressed to all shareholders. When acquiring shares on the Stockholm Stock Exchange the price must lie within the registered price interval at any one time. In the case of acquisition offers addressed to the shareholders, the price must be the lowest offered share price with a maximum excess of 30 per cent. The purpose of the buyback of a company’s own shares shall be to improve the capital structure, to be used in the financing of acquisitions etc. or to enable through subsequent withdrawal the neutralisation of the dilution that may arise in connection with the conversion of convertibles issued by the Company.

The meeting also authorised the board to take a decision on the disposal of shares during the period up to the next general meeting. This authorisation entitles the board to take decisions on to who the disposal shall be made, including the conditions for and the way in which the disposal shall be made. In the case of disposal on the Stockholm Stock Exchange, the authorisation grants the board the right to divest shares at a price which lies within the registered price interval at any one time. If not divested on the Stockholm Stock Exchange, the price shall as a minimum be equal to the market price at the time of the disposal. The authorisation entitles the board to take decisions on other issues related to the acquisition and transfer of shares held by the company.

The meeting decided to approve the decision of the board whereby Peab AB will take out a convertible debenture loan for a nominal value of SEK 600 million, which may be converted to shares in the B series through the issue of SEK 12,000,000 promissory notes, as of December 1, 2007 to November 30, 2012. The right to subscribe to convertibles is granted, with a departure from the preferential rights of the shareholders, a wholly-owned subsidiary to Peab AB, with the right and obligation of the subsidiary to offer employees in the Peab AB group and the Peab Industri AB group to acquire the convertibles as of November 26, 2007 to December 12, 2007.

Each convertible promissory note can during the period December 1-15, 2010 to December 1-15, 2011, as well as during the period September 16-30, 2012, be converted to a share in the B series in Peab. Conversion may be made at a rate corresponding to 125 per cent of the listed average latest buying price during the period from November 1, 2007 to November 14, 2007 for shares of the B series in Peab on the official list at the Stockholm Stock Exchange. However, the minimum conversion rate shall be SEK 50. At a conversion rate of SEK 50 the maximum dilution amounts to approximately 6.9 per cent of the share capital and 3.4 per cent of the votes.

The meeting also decided to approve the issue of a total of 6.7 million convertibles to a maximum nominal value of SEK 400,000,000, which the board of directors of Peab Industri AB resolved on March 29, 2007. The convertibles are valid from December 1, 2007 to November 30, 2012. The right to subscribe to convertibles is granted, with a departure from the preferential rights of the shareholders, a wholly-owned subsidiary to Peab AB, with the right and obligation of the subsidiary to offer employees in the Peab AB group and the Peab Industri AB group to acquire the convertibles as of November 26, 2007 to December 12, 2007.

Malte Åkerström and Leif Franzon were re-elected to the nomination committee, while Göran Grosskopf and Fredrik Paulsson were newly elected.
Malte Åkerström was re-elected chairman of the nomination committee.

For further information, please contact:
Mats Leifland, deputy managing director of Peab AB: +46 733 37 10 06
Gösta Sjöström, public relations manager of Peab AB: +46 733 37 10 10

Previous press releases issued by Peab may be viewed at peab.se.