Summons to attend the Annual General Meeting in Peab AB

Peab AB (publ) Company ID 556061-4330, domiciled in Båstad Municipality, hereby summons to attend the Annual General Meeting Thursday, May 6, 2024 at 4:00 p.m. Grevieparken, Grevie.

Registration starts from 3:00 p.m.

The Board of Directors (Board) has decided that shareholders may also exercise their voting right through postal voting in accordance with the provisions in Peab’s articles of association.

The CEO’s address will be available on Peab’s website, www.peab.se, after the Annual General Meeting (AGM).

Right to attend and notification

Participation in person

Shareholders who wish to personally or by proxy be present in the room where the AGM will be held must:

• be entered in the share register kept by Euroclear Sweden AB with the conditions current on Thursday, April 25, 2024,
• give notice of their participation no later than on Monday, April 29, 2024 according to the instructions below,
• bring valid identification.

Notification may be submitted via the company’s website at www.peab.com/agm, by telephone to +46 431 893 50 or by mail to Peab AB (publ), Annual General Meeting, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm. When giving notice the shareholder must provide their name, address, personal or company ID number, telephone number, registered shareholding and information concerning any assistants (max two).

Any proxies must be given in writing and must be submitted no later than at the AGM, accompanied by a registration certificate or other authorization document as appropriate. In order to simplify the registration procedure, shareholders are asked to send proxies and any authorization documents to the company along with their notice of attendance. Proxy forms are available at Peab’s website www.peab.com/agm and will be sent upon request to shareholders.

Participation through postal voting

Shareholders who wish to participate in the AGM through postal voting personally or by proxy must:

• be entered in the share register kept by Euroclear Sweden AB on Thursday, April 25, 2024 and
• give notice of their participation no later than Monday, April 29, 2024 by having sent in their postal vote according to the instructions below so that Euroclear Sweden AB receives it no later than on that day.

A special form must be used for postal voting. The form is available at the company website www.peab.com/agm. In order to receive the postal voting form by mail, please contact Euroclear Sweden AB by phone +46 8-402 90 77 (Monday-Friday 9:00 a.m.-4:00 p.m.). Euroclear Sweden AB must receive the completed form no later than Monday, April 29, 2024. The form can be sent by email to GeneralMeetingSevice@euroclear.com or by mail to Peab AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm. Shareholders can also postal vote electronically by verification through Swedish BankID via Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy.

If a shareholder postal votes through a representative, a written and dated proxy signed by the shareholder must be attached to the form. Authorization forms are available on the company’s website www.peab.com/agm. If a shareholder is a legal entity a registration certificate or other authorization document must be attached to the form. 

Shareholders may not add to postal votes with special instructions or terms. Should this occur the entire postal vote is invalid. Further instructions and terms can be found on the postal voting form.

Nominee-registered shareholdings

Shareholders whose shares are nominee-registered must, in addition to sending in their notice of attendance, temporarily request their shares to be registered in their own name so that the shareholder is entered in the share register kept by Euroclear Sweden AB on Thursday, April 25, 2024. This registration can be temporary (so-called right to vote registration) and is requested from the manager in as much advance time as dictated by the manager. Right to vote registration which has been requested by the shareholder in time for the manager to register it by Monday, April 29, 2024 will be taken into account when the share register is drawn up.

PROPOSED AGENDA

1. Opening the AGM

2. Election of the Chairman of the AGM

3. Establishment and approval of the register of voters

4. Approval of the agenda

5. Election of one or two persons to check the minutes

6. Determination of whether the AGM has been duly convened

7. Presentation of the annual report and auditor’s report and the consolidated accounts and the auditor’s report on the consolidated accounts

8. Address by the CEO

9. Decision on the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet

10. Decision on disposition of the company's profits in accordance with the adopted balance sheet and the record day

11. Adoption of the Remuneration Policy

12. Presentation of the Board’s Remuneration Report 2023 for adoption

13. Decision on discharge from liability for Board members and the CEO

14. Decision on the number of Board members and auditors

15. Decision on remuneration to Board members, committee members and auditors

16. Election of Board members and chairman

17. Election of auditor

18. Principles for the Nomination Committee’s appointment and instructions for the Nomination Committee

19. Authorization of the Board to issue new B shares

20. Authorization of the Board to acquire and transfer the company's own shares

21. Performance share program and transfer of own shares

22. Any other business

23. Closing the AGM

NOMINATION COMMITTEE

The Nomination Committee currently consists of Anders Sundström (appointed by Ekhaga Utveckling), Ulf Liljedahl (appointed by AB Axel Granlund and chairman of the Nomination Committee), Christer Sterndahlen (appointed by Cicero Funds) and Anders Runevad (Chairman of the Board of Peab).

DECISION PROPOSALS ETC.

ITEM 2 ELECTION OF THE CHAIRMAN OF THE AGM

The Board proposes that Anders Runevad be elected as the chairman of the AGM, or if he is hindered, whomever the Board proposes.

ITEM 3 ESTABLISHMENT AND APPROVAL OF THE REGISTER OF VOTERS

The register of voters proposed for approval is the register of voters prepared by Euroclear Sweden AB, as commissioned by Peab AB, based on the AGM share register and received postal votes, and checked and approved by the persons checking the minutes.

ITEM 10 DECISION ON DISTRIBUTION

The Board proposes a dividend of SEK 1.50 per share be distributed for the financial year 2023. Wednesday May 8, 2024 is proposed as the record day for distribution. If the AGM decides according to the proposal the dividend is expected to be distributed from Euroclear Sweden AB on Tuesday May 14, 2024.

ITEM 11 REMUNERATION POLICY

The Board proposes that the Remuneration Policy, which was adopted at the AGM on May 4, 2023, remain valid unchanged with the exception of the following sections.

ITEM 14 DECISION ON THE NUMBER OF BOARD MEMBERS AND AUDITORS

Proposal by the Nomination Committee: Eight (unchanged) Board members and an auditor (unchanged)

ITEM 15 DECISION ON REMUNERATION TO BOARD MEMBERS, COMMITTEE MEMBERS AND AUDITOR

Proposal by the Nomination Committee:

It is proposed that the Chairman of the Board of Directors be paid SEK 1,250,000 and that each of the remaining Board members be paid SEK 625,000. For their work on the Remuneration Committee and the Finance Committee, it is proposed that remuneration of SEK 82,500 be paid to each member of those committees. For their work on the Audit Committee, it is proposed that remuneration of SEK 170,000 be paid to the chairman and SEK 82,500 be paid to each member of the committee. The total proposed remuneration to Board members is SEK 6,537,000. It is proposed that the auditor be paid according to approved invoices.

ITEM 16 ELECTION OF BOARD MEMBERS AND CHAIRMAN OF THE BOARD

Proposal by the Nomination Committee: Re-election of Magdalena Gerger, Karl-Axel Granlund, Liselott Kilaas, Kerstin Lindell, Fredrik Paulsson, Malin Persson, Anders Runevad and Lars Sköld. Anders Runevad to be appointed chairman.

ITEM 17 ELECTION OF AUDITOR

Proposal by the Nomination Committee: Re-election of registered accounting firm EY. If EY is chosen Jonas Svensson will be the authorized auditor. The proposal by the Nomination Committee is in agreement with the Audit Committee’s recommendation.

ITEM 18 PRINCIPLES FOR THE NOMINATION COMMITTEE’S APPOINTMENT AND INSTRUCTIONS FOR THE NOMINATION COMMITTEE

The Nomination Committee proposes that in the document “Principles for the Nomination Committee’s appointment and instructions for the Nomination Committee” the text in points 1.1, 1.2 and 1.3 be changed from “the final banking day in August” to “the final banking day in June” regarding information on ownership relations/ownership groupings that is the basis for determining which shareholders have the right to appoint a member of the Nomination Committee. The change is proposed so that the Nomination Committee can start their work earlier and extend the period for completing their annual task, and to streamline the process by coordinating the date with other financial information presented quarterly.

ITEM 19 AUTHORIZATION TO ISSUE NEW B SHARES

The Board proposes authorization of the Board to decide, on one or more occasion during the period up to the next AGM, on a new issue of B shares corresponding at the most to a total of ten percent of the registered share capital at the moment of the authorization, with or without preferential rights for current shareholders.

MAJORITY REGULATION

In order for the decision on item 19 to be valid the AGM’s decision must be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the AGM.

ITEM 20 AUTHORIZATION TO ACQUIRE AND TRANSFER THE COMPANY'S OWN SHARES

The Board proposes authorization of the Board, during the period up to the next AGM:

• to decide to acquire, on Nasdaq Stockholm AB or through an acquisition offer aimed at all shareholders or holders of shares of a particular class, a maximum number of shares so that the company's holding of its own shares after the acquisition does not exceed one tenth of all shares in the company. The shares may be acquired on Nasdaq Stockholm AB at a price within the price interval registered at the time and, in the case of acquisition through an acquisition offer, at a price equivalent to the lowest stock market price at the time of the offer with a maximum upward deviation of 30 percent. Shares may only be acquired for a consideration in cash,
• to decide to transfer, on Nasdaq Stockholm AB or in connection with, for example, a company acquisition and with or without any deviation from the shareholders' preferential rights, a maximum of all the company's own shares held by the company on Nasdaq Stockholm AB at a price within the price interval registered at the time and, in the case of divestment by other means, at a price equivalent to the share price at the time of the transfer with any deviation the Board deems appropriate.

The aim of the authorization is to improve the company's capital structure and/or to be used when financing acquisitions, etc. as well as enabling coverage of costs and delivery connected to implementing the company’s long-term performance share program.  

MAJORITY REGULATION

In order for the decision on item 20 to be valid the AGM’s decision must be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the AGM.

ITEM 21 PERFORMANCE SHARE PROGRAM AND TRANSFER OF OWN SHARES

The Board proposes the AGM decide on a performance share program ("Performance Share Program 2024") for Peab and the transfer of repurchased shares of series B in Peab (“Peab shares”) according to sections (A) and (B) below.

(A) Performance Share Program 2024

1.1.                Performance Share Program 2024 in summary

Performance Share Program 2024 is designed to drive long-term value growth for shareholders. The purpose of the Performance Share Program 2024 is to link employee rewards to the company’s future profit and value development and thereby reward both shareholders and the employees concerned. A long-term incentive program should also make it easier for the company to recruit and keep key personnel.

Every nominated participant in Performance Share Program 2024 is given a number of share rights (“Share rights”). These are contractual rights wherein Peab commits to, after a three-year Vesting period (see item 1.4 c) below for a definition), and contingent on achievement of certain Performance targets (see item 1.5 for a definition), transferring Peab shares free of charge to the participant (“Performance shares”).

1.2.                Participants in Performance Share Program 2024

Performance Share Program 2024 comprises some 600 persons, consisting of executive management, senior officers and employees with specialist positions in the Peab Group. Participants are nominated by the President/CEO and divided into one of the five categories described in item 1.3.

1.3.                Distribution of Share rights

Participants in Performance Share Program 2024 are divided into five categories. These are allocated a number of Share rights corresponding to:

• Determined percentage of the participant’s basic annual pay 2024       
• Average price of the Peab share on Nasdaq Stockholm during the period March 1-15 2024             

The determined percentage varies depending on which of the following five categories the participant belongs to:

• President/CEO: 50 percent of basic annual pay
• Other executive management: 45 percent of basic annual pay
• Category 1: 35 percent of basic annual pay
• Category 2: 25 percent of basic annual pay
• Category 3: 15 percent of basic annual pay

1.4.                Terms for Share rights and Performance shares

Terms for Share rights and Performance shares:

a.                   Share rights are allocated free of charge.

b.                   Participants do not have the right to transfer, pawn, divest or exercise any other rights regarding Share rights during or after the Vesting period.

c.                   Performance shares will be allocated after a vesting period of three years from the time the participant receives their Share rights (“Vesting period”). Performance shares are normally allocated within four weeks after the end of the Vesting period, but not before the publication of Peab’s quarterly report for the first quarter 2027.

d.                   The right to receive Performance shares requires, with limited exceptions, that the participant has not resigned nor had their employment in the Peab Group terminated during the Vesting period. In addition, allocation of Performance shares is contingent on Peab achieving Performance targets according to item 1.5 below.

1.5.                Performance targets

Allocation is contingent on achievement of the target levels set by the Board for the financial years 2024-2026 regarding earnings per share (EPS) and reduced carbon dioxide emissions (“Performance targets”).

If the minimum level in the interval for Performance target EPS is not achieved the Share rights do not entitle allocation of Performance shares, while every Share right entitles to one (1) Performance share if the maximum level in the interval is achieved. Performance shares are allocated linearly between the minimum and maximum levels based on intermediate values. Regarding the Performance target reduced carbon dioxide emissions, a predetermined reduction must be achieved. 

The Board has the right to adjust the number of Performance shares every Share right entitles to, as well as Performance targets and the outcome, taking into consideration items affecting comparability as well as if Peab implements a bonus issue, consolidation or division of shares, a new issue, profit distribution or similar measures, with consideration of customary practice for corresponding incentive programs.

The Board intends to present the level of fulfillment of the Performance targets in the Annual and Sustainability Report for the financial year 2026. Estimated outcome of the Performance Share Program 2024 will also be included in Peab’s Remuneration Report 2025 for 2024.

1.6.                Design and management

The Board, or a special committee appointed by the Board, will be responsible for the more detailed design and management of the Performance Share Program 2024 within the framework of the hereto given terms and guidelines.

If the Performance shares cannot be delivered to participants outside of Sweden for a reasonable fee and/or reasonable administration, the Board has the right to decide that participants outside of Sweden can instead be offered a cash settlement.

The Board also has the right to sell Performance shares on behalf of a participant in connection with allocation of Performance shares to cover the tax liability that arises for the participant.

If significant changes occur in Peab or externally, entailing that the terms set for allocation of Performance shares and the possibility to use Share rights are no longer appropriate, the Board has the right to make other adjustments.

1.7.                Special assessment before allocation of Performance shares

Before the number of Performance shares to be allocated according to the Share rights is finally decided in 2027, the Board will assess if the outcome for the Performance Share Program 2024 is reasonable. This assessment takes into consideration Peab’s financial result and position, the situation on the stock market and in general. If the Board finds that the outcome is not reasonable, the Board will reduce the number of Performance shares to be allocated.

1.8.                Scope

The maximum number of Performance shares that can be allocated to participants according to the Performance Share Program 2024 amounts to 2,785,324. Including the shares that may be sold on Nasdaq Stockholm to cover the cost of social security costs related to the Performance Share Program 2024, the maximum number of shares in Peab that may be issued according to the Performance Share Program 2024 is limited to 3,495,220, which corresponds to 1.18 percent of the total number of shares and 0.58 percent of the total votes (per the day of this proposal).

The number of shares comprised by the Performance Share Program 2024 could be, according to the detailed conditions decided upon by the Board, subject to recalculation to compensate for items affecting comparability as well as if Peab implements a bonus issue, consolidation or division of shares, a new issue, profit distribution or similar measures, with consideration of customary practice for corresponding incentive programs.

1.9.                Hedging measures (according to section (B) below)

The Board believes transfer of repurchased Peab shares to participants is the most cost-efficient and flexible manner to deliver Performance shares. It is therefore proposed the Board be given the right to transfer repurchased Peab shares to participants. 

In order to fulfill the obligations of the Performance Share Program 2024 regarding ensuring the delivery of Performance shares, it is also proposed the Board be given the right to decide on alternative methods for the transfer of Performance shares (such as entering into so-called share swap agreements with a third party).

1.10.              Estimated costs and key ratios

The value of each Performance share corresponds to the Peab share at the time of allocation of the Performance share. With the assumption that the maximum levels for the Performance Share Program 2024 are achieved, that around 90 percent of the participants remain in the Performance Share Program 2024 and including certain estimated social security costs, the total cost is estimated at around SEK 191 million. This estimation is based on the average price for the Peab share during the period March 1 to 15, 2024 of SEK 58.07, and a closing price at the time of allocation of the Performance shares in 2027 of SEK 71 (corresponding to an annual value development of around 7 percent). Given the same conditions but with a closing price for the Peab share at the time of allocation of the Performance shares in 2027 of SEK 82 (corresponding to an annual value development of around 12 percent) the total cost is estimated at around SEK 198 million.

The costs would correspond to around 0.91 percent of Peab’s market capitalization if the Performance targets are fully met, based on a closing price at the time of allocation of the Performance shares in 2027 of SEK 71, and around 0.82 percent of Peab’s market capitalization if the Performance targets are fully met, based on a closing price at the time of allocation of the Performance shares in 2027 of SEK 82. The Performance Share Program 2024 has no limits regarding the maximum value per Performance share for the participants and therefore neither the maximum social security costs nor the total cost of the Performance Share Program 2024 can be calculated.

The costs are recognized as personnel costs in the income statement over the Vesting period, in accordance with IFRS 2 Share-based Payment. Social security costs will be recognized as an expense in the income statement according to UFR 7 over the Vesting period. The size of these costs will be calculated based on Peab’s share price development over the Vesting period and the allocation of Share rights.

1.11.              The proposal’s preparation

Performance Share Program 2024 has been initiated by Peab’s Board and processed in consultancy with external advisors based on an evaluation of previous incentive programs. Performance Share Program 2024 was prepared in the Board’s Remuneration Committee and considered at Board meetings during the first months of 2024.

1.12.              Other incentive programs in Peab

There are currently no share-related incentive programs in Peab. For more information about Peab’s Profit-Sharing Foundation, see the Annual and Sustainability Report for the financial year 2023.

1.13.              The Board’s proposal for adoption

With reference to the above mentioned description the Board proposes that the AGM adopt Performance Share Program 2024.

MAJORITY REGULATION

The Board’s proposal for adoption of Performance Share Program 2024 must be supported by shareholders that represent more than half of the votes cast at the AGM.

(B) Transfer of shares over Performance Share Program 2024

2.1.                Context

In order to implement Performance Share Program 2024 in a cost-efficient and flexible manner the Board has considered various methods for ensuring the delivery of Performance shares.

In the context of these considerations the Board intends to, in the first place, ensure delivery by transferring shares of Peab’s own holdings to participants. Such transfer of repurchased Peab shares is subject to a qualified majority decision at the AGM. If the Board’s proposal to decide for a transfer of repurchased Peab shares to participants does not receive the required majority the Board may enter into a share swap agreement with a third party to ensure the delivery of Performance shares.

2.2.                The Board’s proposal to decide for a transfer of repurchased Peab shares to participants

The Board therefore proposes that the AGM decide for a transfer of repurchased Peab shares under the following terms:

a.                   At the most 2,785,324 Peab shares may be transferred to participants in Performance Share Program 2024 (or the higher number that can result from a recalculation to compensate for items affecting comparability as well as if Peab implements a bonus issue, consolidation or division of shares, a new issue, profit distribution or similar measures, with consideration of customary practice for corresponding incentive programs.).

b.                   Performance shares will be transferred free of charge, at the time and on the terms the participants in Performance Share Program 2024 are entitled to.

The reason for the deviation from shareholders’ preferential rights to the repurchased shares is that the transfer of Performance shares is part of the implementation of Performance Share Program 2024. Therefore, and with the context given above, the Board considers it advantageous to Peab to transfer shares according to the proposal.

MAJORITY REGULATION

The Board’s proposal for a decision according to item 2.2 above must be supported by shareholders that represent at least nine-tenths of both the votes cast and the shares represented at the AGM. The Board’s proposal according to this section (B) is contingent on adoption of the Board’s proposal of Performance Share Program 2024 by the AGM (section (A) above).

DOCUMENTS ANNUAL REPORT AND COMPLETE PROPOSALS

The Annual and Sustainability Report with the accounts and the auditor’s report, the Nomination Committee’s complete proposal according to item 18, the Board’s complete proposals according to items 11 and 19-20, the Board’s statement for adoption under items 10 and 20, the Remuneration Report and the auditor’s statement on application of the guidelines for remuneration, the Nomination Committee’s description of its work in preparation for the AGM 2024 and the Nomination Committee’s motivation for nominations to the Board will be available no later than Monday April 15, 2024 for shareholders’ inspection at company headquarters, Margretetorpsvägen 84 in Förslöv and on the company’s website, www.peab.com/agm. Copies of these documents can be sent to shareholders upon request.

Documents can be requested by telephone at +46 8-402 90 77 or via mail to Peab AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm.

SHAREHOLDERS’ RIGHT TO INFORMATION

The Board and CEO will, if requested by a shareholder and the Board determines it can be done without material harm to the company or without significant inconvenience to a particular person, provide information on circumstances that can influence the assessment of an item on the agenda and circumstances that can influence the assessment of the company’s financial position. The shareholders’ right to information also comprises the company’s relationship to another Group company, the consolidated accounts and such circumstances concerning subsidiaries as referred to in the above sentence.

NUMBER OF SHARES AND VOTES

At the time of the summons to attend the AGM there were a total of 296,049,730 registered shares in the company representing 604,929,343 votes, of which 34,319,957 were A shares representing 343,199,570 votes and 261,729,773 were B shares representing 261,729,773 votes. Of the total number of registered shares, the company holds 8,597,984 B shares without voting rights. 

PERSONAL INFORMATION

For information regarding how your personal information is treated see the Integrity Policy for general meetings which Peab applies: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Förslöv in March 2024

Peab AB (publ)

The Board of Directors

For further information, please contact:

Juha Hartomaa, Head of Investor Relations Peab, +46 725 33 31 45

Peab is the Nordic Community Builder with 14,000 employees and net sales of SEK 59 billion. With a local presence and focus on our own resources we develop, do the groundwork and build everyday life where it’s lived. Company headquarters are in Förslöv on Bjäre Peninsula in southern Sweden. The Peab share is listed on Nasdaq Stockholm.

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