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 Wednesday 17 May 2006 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 Thursday 11 May 2006, and, • register themselves (and any eventual assistants that the shareholder intends to bring) at the latest by Friday 12 May 2006 at 2 pm. The registration may be made at www.peab.com/agm, by telephone on +46 431 890 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. Any powers of attorney must be submitted in writing at the latest at the AGM. 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 Thursday 11 May 2006 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 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. Resolution on the number of members of the Board of Directors 13. Resolution on the remuneration to the Board of Directors, committee and auditor 14. Election of members to the Board of Directors and the chairman 15. Election of members to nominating committee 16. Changes to the articles of association 17. Decision on remuneration policy 18. Authorization of the board to decide on profit sharing loan 19. Authorization of the board to decide on the new issue of B shares 20. Authorization of the board to decide on the acquisition of own shares 21. Authorization of the board to decide on the divestment of own shares 22. Other matters 23. Conclusion of the Annual General Meeting Recommendation for decisions Point 10 Dividends The Board of Directors recommends that a dividend for the financial year 2005 be paid out in the amount of SEK 3.00 per share (2.50). The dividend record date for the dividend payment to shareholders of record is recommended to be Monday 22 May 2006. 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 26 May 2006. Point 12 Number of members of the Board of Directors to elected by the AGM Nominating committee’s recommendation: The recommendation of the nomination committee Six (seven) general members and no (unchanged) substitutes. Point 13 Remuneration to the Board of Directors, committee and auditor Nominating committee’s recommendation: The remuneration to the board's chairman is suggested to be in the amount of SEK 350,000 (300,000) and to other the board members a total of SEK 520,000 (600,000). For committee work, it is recommended that a special appropriation be made in the total amount of SEK 125,000 (unchanged). 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 and chairman Nominating committee’s recommendation: Re-election of Annette Brodin Rampe, Karl-Axel Granlund, Göran Grosskopf, Jan Segerberg, Svante Paulsson and Mats Paulsson. Göran Grosskopf appointed as chairman of the board. Point 15 Election of members of the nominating committee Shareholders representing more than 60 per cent of the total number of votes in the company propose the following members for the period until the 2007 AGM: Re-election of Malte Åkerström and Leif Franzon and the new election of Göran Grosskopf and Fredrik Paulsson. Malte Åkerström to be appointed chairman. Point 16 Changes to the articles of association The board of director’s proposals involve the articles of association being adapted to the new Swedish Companies Act which came into force on 1 January 2006. The main elements of the board’s proposals are: • That the nominal share price should be omitted from the articles of association and replaced by the total number of shares should be at least 50,000,000 and at the most 200,000,000. • That shareholder preferential rights to new issues of shares should be stated. • That an adjustment regarding shareholder preferential rights for cash and new issues of options and convertibles should be inserted. • That provisions regarding the mandate time of members of the Board of Directors should be removed. • That the option to appoint substitutes to the Board of Directors should be removed. • That the provision on the time of auditor mandates should be removed. • That provisions concerning the convening of AGMs should be adapted to the new wording of the law. • That the record day reservation should be worded. “The company’s shares must be registered in a record day register in accordance with the Act (1998:1479) on the recognition of financial instruments”. In addition, we propose certain simplifications which would involve redundant provisions being removed and minor linguistic adjustments to adapt the articles to the new laws. Point 18 Authorization relating to profit sharing loans Authorization of the Board of Directors until the next AGM to on one or more occasions decide on the taking out of or provision of security for the taking out of normal credit facility loans with banks, and guarantee already taken up credit facility loans for which the interest or the amount to be paid back wholly or partially depends on the group’s profits or financial position. Point 19 Authorization concerning new issues of class B-shares Authorization 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 20 Authorization concerning the acquisition of 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 Class 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. It is proposed that the authorization should include the right to deviate from the shareholder’s preferential rights. 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 outstanding convertible debt. Point 21 Authorization concerning disposition of its own shares Authorization 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 class A or B the company has acquired. It is proposed that the authoriszation should include the right to deviate from the shareholder’s preferential rights. 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 16-21 and the board’s statement on the decision under point 10, will be available from, at the latest, 3 May 2006 for inspection of shareholders at the head office of the company, Margretetorpsvägen in Förslöv, and as well on Peab's website: www.peab.com/financialinfo/agm. A copy of these documents will be sent to any shareholder upon request. Förslöv, April 2006 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