Summons to attend the Extra General Meeting in Peab AB
Peab AB (publ) Company ID 556061-4330, domiciled in Båstad Municipality, hereby summons to attend an Extra General Meeting Thursday, November 12, 2020.
In order to hinder the spread of COVID-19 the Board has decided that the Extra General Meeting (EGM) will be held solely through postal voting without the physical presence of shareholders, representatives or outsiders.
Peab welcomes all shareholders to exercise their right to vote at this EGM by postal voting on the basis of temporary legislation, in the order given below. Information about the decisions made at the EGM will be announced on November 12, 2020 as soon as the result of the vote is finally compiled.
Shareholders can on the postal voting form request that a decision in one or more items on the proposed agenda below wait for a so-called continued general meeting, which cannot be a purely postal voting meeting. A continued general meeting will be held if the EGM decides affirmatively or if an owner of at least a tenth of all the shares in the company requests one.
CONDITIONS FOR PARTICIPATION
In order for a shareholder to have the right to participate through postal voting in the EGM they must in part be entered in the share register kept by Euroclear Sweden AB on Wednesday, November 4, 2020, in part give notice of their participation no later than Wednesday, November 11, 2020 by having sent in their postal vote according to the instructions in the paragraph entitled "Postal vote" below so that Euroclear Sweden receives it no later than on that day. Please observe that notice of attendance to the EGM can only be given by postal vote.
Shareholders whose shares are registered for management through a bank or other manager must temporarily allow the shares to be registered in their own name in order to attend the EGM. Any such registration must be executed at Euroclear Sweden AB no later than Friday, November 6, 2020. This means that shareholders must inform the manager in good time before that date.
Shareholders may only exercise their right to vote at the EGM through postal voting according to paragraph 22 § Act (2020:198) regarding temporary exceptions to facilitate holding general meetings in companies and associations.
A special form must be used for postal voting. The form is available at the company website https://peab.com/extraagm.
Euroclear Sweden AB must receive the completed form no later than Wednesday, November 11, 2020. The form can be sent by email to GeneralMeetingSevices@euroclear.eu or by mail to Peab AB (publ), "EGM", c/o Euroclear Sweden AB, Box 191, 1010 23 Stockholm. Shareholders that are physical persons can also postal vote electronically by verification through a 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 for those who wish to postal vote through a representative are available on the company's website https://peab.com/extraagm.
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.
Questions regarding the EGM or a request for a postal voting form to be sent by mail should be directed to Euroclear Sweden AB at telephone +46 8-402 90 77 (Monday-Friday 9:00 a.m. - 4:00 p.m.).
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, provide information on circumstances that can influence the assessment of an item on the agenda and the company's relationship to another Group company. A request for this information must be sent in writing to Peab AB (publ), att. Karin Malmgren, 269 73 Förslöv or via email to https://peab.com/extraagm, no later than Monday, November 2, 2020. The information will be provided by making it available at Peab AB (publ), Margretetorpsvägen 84, Förslöv and on the company's website https://peab.com/extraagm no later than November 7, 2020. The information will also be sent within this time period to the shareholder who requested it providing their mail or email address.
1. Opening of the meeting
2. Election of the chairman of the EGM
3. Approval of the agenda
4. Election of one or two persons to check the minutes
5. Establishment and approval of the register of voters
6. Determination of whether the EGM has been duly convened
7. Decision on distribution and record day
8. Closing of the EGM
ITEM 2 ELECTION OF THE CHAIRMAN OF THE EGM
ITEM 4 ELECTION OF ONE OR TWO PERSONS TO CHECK THE MINUTES
The Board proposes Staffan Ringvall, Handelsbanken Funds and Johannes Wingborg, Länsförsäkringar Fondförvaltning AB or, if either one or both are hindered whomever the Board proposes, to, as well as the chairman, check the minutes.
This appointment also entails checking the register of voters and that the postal votes are correctly noted in the EGM minutes.
ITEM 5 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 EGM share register and received postal votes, and checked and approved by the persons checking the minutes.
ITEM 7 DECISION ON DISTRIBUTION AND RECORD DAY
On August 27, 2020 the Board announced its intention to distribute parts of Peab's completed property by distributing the wholly owned subsidiary Annehem Fastigheter AB to Peab's shareholders and list the B shares in Annehem Fastigheter on Nasdaq Stockholm. The Board proposes that the EGM decides to distribute of all the shares in Annehem Fastigheter AB with a distribution ratio of 1:5 which means that one (1) share in Peab entitles to one (1) share right of the same sort in Annehem Fastigheter, and five (5) share rights entitle to one (1) share of the same sort in Annehem Fastigheter.
The Board further proposes that the EGM decide to authorize the Board to decide on the record day for the right to receive shares in Annehem Fastigheter. The record day is expected to be in close connection with the listing of B shares in Annehem Fastigheter and no later than the Annual General Meeting 2021.
The value of the distribution of the shares in Annehem Fastigheter is determined based on the book value at the time of the distribution of the shares to Peab's shareholders applying current accounting principles. Peab estimates the book value at the time of the distribution at around SEK 2,000,000,000 krona, which is the total value proposed to be distributed to shareholders. The amount includes around SEK 800 million which is an effect of valuation at fair value. Unrestricted equity per December 31, 2019 amounted to SEK 7,155,375,876 krona. At the Annual General Meeting on May 6, 2020 it was decided no dividend would be distributed to shareholders, and the remaining disposable amount according to chapter 17 paragraph 3 first paragraph of the Companies Act, after distribution, is around SEK 5,155,375,876 krona.
An information brochure with further information regarding the distribution and Peab's operations will be published by October 29, 2020 at the latest.
The Board's statement according to chapter 18 paragraph 4, the Board's report and the auditor's statement according to chapter 18 paragraph 6 are available on the company's website, https://peab.com/extraagm no later than three weeks before the EGM. The Annual Report and Sustainable Report 2019 including the auditor's report are available on the company's website, https://www.peab.com/financial-info/. All documents are also available at the company at Margretetorpsvägen 84 in Förslöv. An information brochure with further information regarding the distribution and Peab's operations will be published by October 29, 2020 at the latest.
Copies of these documents can be sent to shareholders upon request and who provide their mail or email address.
Documents can be requested by telephone at +46 8-402 90 77 or via mail to Peab AB (publ),"EGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm.
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 1,086,984 B shares without voting rights.
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 October 2020
Peab AB (publ)
Board of Directors
For further information please contact:
Juha Hartomaa, Head of Investor Relations Peab, +46 725-33 31 45
Peab AB discloses the information provided herein pursuant to the EU Market Abuse Regulation. The information was submitted, through the contact persons above, for publication on October 19, 2020 at 3:00 p.m. CEST.
Peab is a leading Nordic construction and civil engineering company with about 17,000 employees and about SEK 56 billion in net sales. The Group has strategically placed offices in Sweden, Norway, Finland and Denmark. Company headquarters are in Förslöv on Bjäre Peninsula in southern Sweden. The Peab share is listed on NASDAQ Stockholm.