Notice of annual general meeting of Peab AB

The shareholders in Peab AB (publ) are hereby invited to the Annual General Meeting to be held Thursday 12 May 2005 at 3 pm in Grevieparken, Grevie. Participation Shareholders who desire to participate in the Annual General Meeting must: - be recorded in the registered list of shareholders managed by VPC AB as of Monday 2 May 2005, and, - register themselves (and any eventual assistants that the shareholder intends to bring) at the latest by Friday 6 May 2005 at 2 pm. The registration may be made via the Internet at: www.peab.com/agm, by telephone on (46) 0431-890 00, or by post to Peab AB, Information, SE-260 92 Förslöv. The registration must include the name, address, telephone and personal number (or equivalent) as well as the number of registered shares held. The registration concerning participation in Peab AB's Annual General Meeting and information about representatives and assistants will be registered in Peab's Annual General Meeting system for the purpose of establishing a voting register at the Annual General Meeting. Shares held in trust Shareholders that have their shares held in trust either in a bank's trust department or at an individual broker or other nominee, must arrange to have their shares temporarily registered in their own name in order to be able to participate in the Annual General Meeting. Such temporary registration must be completed by Monday 2 May 2005 at the latest. This means that the shareholder must make arrangements in sufficient time before this date to request the temporary registration to the administrator. Agenda 1. The opening of the Annual General Meeting 2. Election of the chairman of the Annual General Meeting 3. Preparation and approval of the voting register 4. Approval of the agenda 5. Election of one or two persons to record and approve the minutes 6. Approval that the Annual General Meeting has been properly called 7. Address by the Managing Director 8. Presentation of the Annual Report and the Audit Report, as well as the (consolidated) Group annual reporting of accounts and the (consolidated) Group audit report 9. Decision concerning the approval of the profit and loss statement and the balance sheet, as well as the (consolidated) Group profit and loss statement and the (consolidated) Group balance sheet 10. Decision concerning disposition of the company's profit according to the approved balance sheet 11. Decision concerning the release of liability for the members of the Board of Directors and the Managing Director 12. Decision concerning the number of members of the Board of Directors 13. Decision concerning the remuneration to the Board of Directors and auditor 14. Election of members to the Board of Directors 15. Election of members to the nomination committee 16. The Board of Director's recommendation for a decision concerning the issuance and transfer of convertible debt 17. The Board of Director’s recommendation for a decision concerning authorisation of the board to take decisions concerning new issues 18. The Board of Director's recommendation for a decision concerning authorisation of the board to take decisions concerning acquisition of its own shares (by-back) 19. The Board of Director’s recommendation for a decision concerning authorisation of the Board to take decisions concerning the sale of its own shares 20. Other matters 21. Conclusion of the Annual General Meeting Recommendation for decisions Point 10 Dividends The Board of Directors recommends that a dividend for the financial year 2004 be paid out in the amount of SEK 2.50 per share. The dividend record date for the dividend payment to shareholders of record is recommended to be Tuesday 17 May 2005. If the Annual General Meeting decides in accord with the recommendation, it is estimated that the dividend would be sent out from VPC on Friday 20 May 2005. Point 12 Number members of the Board of Directors The recommendation of the nomination committee: Seven (unchanged) general members and no (unchanged) substitutes. Point 13 Remuneration to the Board of Directors and auditor The remuneration to the board's chairman is suggested to be in the amount of SEK 300,000 (250,000) and to other the board members a total of SEK 600,000 (550,000). For committee work, it is recommended that a special appropriation be made in the total amount of SEK 125,000 (0). The two last stated amounts will be divided by the Board of Directors among the board members elected by the Annual General Meeting who are not employees of the company. The remuneration to the auditor is recommended to be paid according to an approved billing. Point 14 Election of members of the Board of Directors The recommendation of the nomination committee is as follows: Re-election of Annette Brodin Rampe, Karl-Axel Granlund, Ulf H Jansson, Mats Paulsson, Svante Paulsson, Jan Segerberg and Göran Grosskopf. Point 15 Election of the nomination committee Re-election of Ulf H Jansson, Mats Paulsson, Malte Åkerström and Leif Franzon from the Annual General Meeting until the 2006 AGM. Shareholders representing over 70 per cent of the total number of possible votes in the company have given notice that at the Annual General Meeting they intend to vote in support of the recommendations for Points 12-15. Point 16 Decisions about issuance and transfer of convertible debt The Board of Directors recommends that the Annual General Meeting approve the issuance of a convertible debenture loan in the nominal total value of SEK 480,000,000 maximum, by means of the issuance of 6,000,000 convertible bonds offered to employees, with a term from 16 June 2005 to 15 June 2008. The right to contract for these debt obligations is included, excepting the shareholder’s preferential rights, in a wholly owned subsidiary of Peab AB, with the right and obligation for the subsidiary during June 2005 to offer employees within the Peab Group the possibility to acquire the convertible debt. The issuance rate shall be at the nominal value. The convertible the debt will run with a fixed interest rate that is based among other things on the conversion rate and the estimated market value for the convertible debt. The conversion to B-shares may occur during a special conversion window in November 2007 and in May 2008. The conversion rate will correspond to a percentage between 110 to 115 per cent of market price for the shares of Series B on the Stockholm Stock Exchange based on the average price paid during the period from 13 May 2005 until 26 May 2005. The conversion rate will however be at a minimum SEK 80. Estimated at a conversion rate of SEK 80, the dilution becomes no more than approximately 6.9 per cent of the share capital and 3.4 per cent of the number of votes, calculated on the total number of registered shares. According to Point 18 below, it is suggested that the company during conversion period be allowed to repurchase and thereafter redeem the number of shares of Series B that is required in order that the dilution that might arise in connection with conversion is neutralized. Point 17 Authorization concerning new issues Authorisation for the Board of Directors at one or more occasions, during the time from Annual General Meeting the until the next AGM, to take decisions concerning new issuance of B-shares corresponding in total to 10 per cent at the most of the total number of registered shares, with or without preferential rights for current shareholders. Point 18 Authorization concerning the repurchasing of its own shares Authorization for the Board of Directors that from the Annual General Meeting until the following AGM has the authority to take decisions about the acquisition of Peab-shares Series A or B, but limited in that the company's holdings at any do not exceed 10 per cent at maximum of the total number registered shares in the company or 8,700,000 shares. The intention with the repurchase of its own shares shall be to improve the company's capital structure, to be used for the financing of acquisitions and related purposes, or make possible that, by means of later redemption, to neutralize the dilution that may arise in connection with the conversion of such convertible debt that was issued according to Point 16 above. Point 19 Authorization concerning disposition of its own shares Authorisation for the Board of Directors until the next Annual General Meeting to take decisions concerning the selling, in the maximum amount of 8,700,000 shares, of Peab-shares of Series A or B the company has acquired Annual report and complete recommendations The Annual Report along with the financial reporting documents and audit statement, as well as the Board of Directors complete recommendations concerning Points 12-19 will be available from 28 April 2005 for inspection of shareholders at the head office of the company, Margretetorpsvägen in Förslöv, and as well on Peab's website: www.peab.com/agm. A copy of these documents will be sent to any shareholder upon request. Förslöv, April 2005 Peab AB (publ) The Board of Directors 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