Notice of Annual General Meeting in Peab AB
Notice to Convene the Annual General Meeting of Peab AB
The Shareholders of Peab AB (publ) are Requested to Attend the Annual General Meeting
on Wednesday 16 May 2007 at 3 pm in Grevieparken, Grevie
Participants
Shareholders wishing to attend must:
• Be registered in the share register kept at the Swedish Securities Register Centre, VPC AB, by 10 May 2005 at the latest.
• Register themselves and any assistants that shareholders intend to take with them at the latest by Friday 11 May 2007 at 2 pm. Notification can be submitted via the internet at www.peab.com/agm, by telephone on +46 (0)431-890 00 or by ordinary post to Peab AB, Information, 260 92 Förslöv. When registering you must specify name, address, telephone number, social security number and registered shareholding. Any powers of attorney must be in writing and must be submitted at the latest by the meeting, if necessary together with registration certificate.
Registrations to attend the Peab AB annual general meeting together with information on representatives and assistants will be recorded in Peab’s general meeting system in order to draw up a register of voters for the meeting.
Shares registered in trust
Shareholders who have their shares registered in trust with bank notary departments or private dealers must temporarily register the shares in their own names to attend the meeting. Shares must be temporarily registered in this manner at the latest by Thursday 10 May 2007, and therefore shareholders must inform trustees of their wish to temporarily register ownership of the shares in good time prior to this date.
Annual report and complete proposals
The annual report and accounting documents, the auditors’ report and the complete proposals of the board of directors in accordance with items 17 to 27 and the board of director’s comments on the decision in item 10 will be available from 2 May 2007 for inspection by shareholders at the head office at Margretetorpsvägen in Förslöv and on the Peab website at www.peab.com/agm. Copies of these documents will be sent to shareholders upon request.
Agenda
1. Opening the meeting
2. Appointment of meeting chairman
3. Establishment and approval of register of voters
4. Approval of agenda
5. Appointment of one or two representatives to check the minutes
6. Confirmation that the meeting has been correctly convened
7. The MD’s opening address
8. Presentation of the annual report and the auditors’ report, and the consolidated accounts and the group auditors’ report
9. Motion to adopt the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet
10. Motion concerning the allocation of company profit in accordance with the adopted balance sheet
11. Motion to release the members of the board and the managing director from liability
12. Establishing the number of board members
13. Establishing fees for the board of directors and the auditors
14. Election of chairman and members of the board
15. Choice of auditor and alternate auditor
16. Election of members of the nominating committee
17. Proposal concerning 2:1 share split
18. Modification to articles of association
19. Reduction in share capital through the withdrawal of shares and a bonus issue
20. Changing the terms of the Peab Convertible Promissory Note 2005/2008
21. Approval of decision to issue convertible debentures in Peab AB (publ)
22. Approval of decision to issue convertible debentures in Peab Industri AB
23. Authorisation of board of directors to take up profit sharing loan
24. Authorisation of board of directors regarding new issue of B-shares
25. Authorisation of board of directors regarding acquisition of own shares
26. Authorisation of board of directors regarding divestment of own shares
27. Adoption of remuneration policy
28. Other business
29. Formal closing of the meeting
Motions
Item 2 Appointment of meeting chairman
The nominating committee proposes appointing Göran Grosskopf to chair the meeting
Item 10 Motion on allocation of profit
The board of directors proposes a dividend of SEK 3.50 (SEK 3.00) per share for the 2006 financial year. The proposed record day is Tuesday 22 May 2007. If the AGM approves the proposals submitted, dividends will be distributed from the VPC on Friday 25 May 2007.
The board of directors also proposes that all the shares of Peab Industri AB should be distributed to the shareholders of Peab AB. The dividend will have a book value of SEK 600 million, which is equivalent to approx. SEK 7.50 per outstanding share. The record date proposed for the distribution is 27 September 2007.
Item 12 Establishing the number of board members
The nominating committee proposes having seven (six) ordinary members.
Item 13 Establishing fees for the board of directors and the auditors
The nominating committee proposes that the chairman of the board should receive a fee of SEK 350 000 (unchanged) and the other members of the board not employed by the group should receive fees of SEK 130 000 (unchanged). Members of the Remuneration Committee who are not employed by the group should receive fees of SEK 25 000. Members of the Finance Committee who are not employed by the group should receive fees of SEK 25 000. Thus the total fees recommended amount to SEK 1 100 000 (995 000). Auditors’ fees should be paid according to invoice.
Item 14 Election of chairman and members of the board
The nominating committee recommends re-electing Annette Brodin Rampe, Karl-Axel Granlund, Göran Grosskopf, Mats Paulsson and Svante Paulsson, and the new appointment of Lars Sköld and Stefan Paulsson. Jan Segerberg has declined re-election. Göran Grosskopf should be appointed to chairman of the baord.
Item 15 Choice of auditor and alternate auditor
The nominating committee recommends re-appointing Alf Svensson of KPMG as auditor and the new appointment of Dan Kjellqvist of KPMG as alternate auditor.
Item 16 Election of members of the nominating committee
Shareholders representing more than 66 per cent of the total votes in the company propose the following nominating committee: Malte Åkerström, Leif Franzon, Göran Grosskopf and Fredrik Paulsson should be reappointed until the 2008 AGM . Malte Åkerström should be appointed chairman of the nominating committee..
Item 17 Proposal concerning 2:1 share split
The board of directors moves that the AGM should resolve upon a 2:1 share split such that each present share is divided into two shares of the same share type. The record date proposed is 27 September 2007 after record date for the right to participate in the distribution of Pean Industri AB.
Item 18 Modification to articles of association
The board of directors recommends changing the articles of association as follows:
Article 4 – the lowest number of shares should be increased from 50 000 000 to 80 000 000 and the highest number of shares should be increased from 200 000 000 to 320 000 000,
– The highest number of A-shares which can be issued should be increased from 25 000 000 to 40 000 000 and the highest number of B-shares which can be issued should be increased from 175 000 000 to 280 000 000,
Article 8 – General meetings should be held in the Municipality of Båstad of the Municipality of Ängelholm.
Item 19 Reduction in share capital through the withdrawal of shares and a bonus issue
The board of directors moves that the AGM should resolve on a reduction in share capital of SEK 55 000 000 through the withdrawal without repayment of 5 500 000 B-shares which were previously bought back by the company with the requisite authority and on a increase in the company’s share capital of SEK 57 187 161.80 through transfer from unrestricted equity to the share capital (bonus issue), thus increasing the capital without the issue of new shares.
Item 20 Changing the terms of the Peab Convertible Promissory Note 2005/2008
In order that holders may participate in the distribution of Peab Industri AB the board of directors recommends the AGM should change the terms of convertible debentures in the following way:
• The introduction of an additional conversion window from 18 June to 2 July 2007 (paragraph 6 in the terms of the convertible debentures)
• The right of holders of Peab Convertible Promissory Notes 2005/2008 to participate in the distribution of Peab Industri AB irrespective of whether conversion was made after record date on 8 June 2007 to the interest due for payment on 15 June 2007 (paragraph 7 in the terms of convertible debentures)
• The postponement of the existing conversion window giving conversion rights from 1 October to 15 October 2007 such that convertibles can be instead converted from 26 November to 12 December 2007 (paragraph 6 of the terms of the convertible debentures).
Item 21 Recommendation to resolve on approving the issue of convertible debentures in Peab AB (publ)
The board of directors recommends the AGM to approve the issue of at the most 12 000 000 convertible debentures to a maximum nominal value of SEK 600 000 000 which the board of directors resolved upon 0n 2 April 2007 subject to approval by the AGM. The convertible debentures run from 1 December 2007 to 30 November 2012. The right to subscribe to convertible debentures, diverging from shareholders’ preferential rights, falls to a wholly owned subsidiary of Peab AB with the rights and obligations for the subsidiary to offer employees within the Peab AB group and the Peab Industri AB group the opportunity to acquire the convertible debentures from 26 November 2007 to 12 December 2007. Therefore the board of directors recommends that the AGM also approve the transfers from the subsidiary to the employees.
The issue price will be the nominal amount. The convertible debentures will have a fixed interest which is, among other things, based on the conversion price and the estimated market value of the convertible debentures. The debentures may be converted to B-shares during special conversion windows in November 2010 and 2011 and in September 2012. The conversion price will be equivalent to 125 per cent of official Stockholmsbörsen latest average buying price from 1 November 2007 to 14 November 2007. However, the conversion rate may be SEK 50 at the lowest. Based on a conversion price of SEK 50, provided that the AGM approve the split in item 17 above and the reduction in share capital and the bonus issue in item 19 above, the share capital can increase by a maximum of SEK 64 200 000. Under the same assumptions and assuming full conversion of Peab Convertible Promissory Notes 2005/2008, this is equivalent to a dilution of approx. 6.9 per cent of the share capital and approx. 3.4 per cent of the votes.
Item 22 Recommendation to resolve on approving the issue of convertible debentures in Peab Industri AB
The board of directors recommends the AGM to approve the issue of at the most 6 666 666 convertible debentures to a maximum nominal value of SEK 400 000 000 which the board of directors of Peab Industri AB resolved upon on 29 March 2007 subject to approval by the votes of Peab AB (publ) and Peab Industri AB. The convertible debentures run from 1 December 2007 to 30 November 2012. The right to subscribe to convertible debentures, diverging from shareholders’ preferential rights, falls to a wholly owned subsidiary of Peab Industri AB with the rights and obligations for the subsidiary to offer employees within the Peab AB group and the Peab Industri AB group the opportunity to acquire the convertible debentures from 26 November 2007 to 12 December 2007. Therefore the board of directors recommends that the AGM also approve the transfers from the subsidiary to the employees.
The issue price will be the nominal amount. The convertible debentures will have a fixed interest which is, among other things, based on the conversion price and the estimated market value of the convertible debentures. The debentures may be converted to B-shares during special conversion windows in November 2010 and 2011 and in September 2012. The conversion price will be equivalent to 125 per cent of official Stockholmsbörsen latest average buying price from 1 November 2007 to 14 November 2007. However, the conversion rate may be SEK 60 at the lowest. Based on a conversion price of SEK 60, provided that the capital structure of Peab Industri AB is adjusted in accordance with what the board of directors of Peab Industri intends to propose to the AGM of Peab Industri AB, the share capital will increase by a maximum of SEK 13 332 332. Under the same assumptions, this corresponds top a dilution of approx. 7.7 per cent of the share capital and approx. 3.8 per cent of the votes.
Item 23 Authorisation of board of directors to take up profit sharing loan
Authorisation for the board of directors to, until the next AGM on one or more occasions, decide upon the taking out of the usual credit facilities with banks or utilise already raised credit facilities, the interest on which loans or the amounts at which repayments must be made wholly or partly depend upon dividends distributed to shareholders, the share price of the company’s shares, the company’s profit or the company’s financial position.
Item 24 Authorisation regarding the new issue of B-shares
Authorisation for the board of directors up until the time of the next AGM to resolve upon the issue of new B-shares equivalent to maximum 10 per cent of the registered share capital at the time of authorisation with or without preferential rights for the present shareholders.
Item 25 Authorisation regarding the acquisition of own shares
Authorisation for the board of directors up until the time of the next AGM to resolve upon the acquisition of Peab shares such that after acquisition the group holds a maximum of 10 per cent of the registered number of shares in the company. The purpose of the buyback of own shares must be to improve the capital structure of the company, to be used in the financing of acquisitions etc or to enable through subsequent withdrawal the neutralisation of dilution that may arise in connection with the conversion of convertible debentures.
Item 26 Authorisation regarding the divestment of own shares
Authorisation for the board of directors up until the time of the next AGM to resolve upon the divestment of Peab shares acquired by the company altogether representing a maximum of 10 per cent of the registered share capital at the time of authorisation.
Item 27 Establishment of remuneration policy
The board of directors recommends that the AGM adopt guidelines for the remuneration of leading officials involving a fixed salary and bonuses paid from time to time to a maximum of 60 per cent of the fixed annual salary.
Förslöv, April 2007
Peab AB (publ)
The Board of Directors