Final proposal concerning conditions for convertibles to all employees

CONVERTIBLE CONDITIONS Peab’s board of directors has earlier decided to propose to the Annual General Meeting on May 12, 2005 the issue of convertible loans for a nominal total value of SEK 480 million, which can be converted to class B shares. The board of directors have now determined the final proposal concerning the complete conditions which shall be submitted at the Annual General Meeting on May 12, 2005. The proposal in excerpt: Peab AB (publ) (“the Company”) will on June 16, 2005 issue the total convertible loan to a wholly-owned subsidiary through issue of at the most 5 853 658 convertible promissory notes, continuously from June 16, 2005 to June 15, 2008. Each of Peab Convertible Promissory Note 2005/2008 can, during the periods of October 1-15 2007 and April 1-15 2008, be converted to a class B share in the Company. Conversion can be made to a currency corresponding to 112 per cent of the latest noted average price paid for the period of May 13, 2005 to May 26, 2005 for class B shares in the Company, on the official exchange list of the Stockholm Stock Exchange. The conversion rate shall however be at the lowest SEK 82. At a conversion rate of SEK 82 amounts the highest possible dilution to approx 6.7 per cent of the share capital and 3.3 per cent of the number of votes. According to a separate proposal to the Annual General Meeting the Company is proposed to during the term of the Peab Convertible Promissory Note 2005/2008 be able to buy back and thereafter redeem the number of class B shares which is required to neutralize the dilution which may occur in connection with the conversion. The complete conditions for the issue and the transfers are available on Peab’s website www.peab.se/finansiellinfo/bolagsstamma OFFER TO THE EMPLOYEES Peab’s subsidiary directs at the latest on June 2, 2005 an offer to all employees of Peab in Sweden, Norway and Finland, totally about 11.000 employees. Each employee will receive a right to subscript at the least 400 convertibles. Senior management receive the right to subscript at the most 10 000 convertibles each and other employees at the most 3 000 convertibles each. The employee’s subscription shall be made during the period of June 2 to June 16, 2005. All employees will be offered by FöreningsSparbanken a possibility to borrow 100 per cent of the subscription amount. The right to subscript will not be offered to the Managing Director and the Board members. The employee representatives will however be offered the right to subscript. Owners representing at least 70 per cent of the number of votes in the Company have announced that they at the Annual General Meeting intend to assent the proposal to issue and transfer as above mentioned. - It is nice to be able to offer all employees a possibility to take part of the future development of Peab. We think that a personally long term economic engagement increases motivation and strengthens the loyalty to Peab. The financial solution that is offered, means that more of our employees will be given possibility to participate in the subscription, says Peab’s MD Mats Paulsson. Swedbank Markets are advisers to Peab in connection with the convertible program. For further information contact: Mats Leifland, deputy MD Peab +46 733-37 10 06 Gösta Sjöström, information manager Peab +46 733 37 10 10 Previous press releases from Peab are available at www.peab.com