Bli medlem
Bli medlem

Du är här

2016-04-11

Peab: Summons to attend the Annual General Meeting in Peab AB (publ)

Welcome to the Peab AB Annual General Meeting Tuesday 10 May 2016 at
3.00 p.m. Grevieparken, Grevie.

PROGRAMME

2.00 p.m. Start of registration

3.00 p.m. Start of the Annual General Meeting

NOTICES OF ATTENDANCE, ETC.

Shareholders who wish to attend the Annual General Meeting must:

- be entered in the share register kept by Euroclear Sweden AB on
Tuesday 3 May 2015.

- give notice of attendance for themselves and for any assistants they
intend to bring to the General Meeting no later than Tuesday 3 May
2016 at 2.00 p.m. Notice of attendance may be given via the company's
website at www.peab.com, by telephone on 0431-893 50 or by mail to
Peabs årsstämma, c/o Euroclear Sweden, Box 7841, 103 98 Stockholm.

Notices of attendance must state the shareholder's name, address,
telephone number, personal identity number or organisation
registration number and registered shareholding. Notices of
attendance at the Annual General Meeting and information regarding
any representative or assistant will be registered in the Peab
General Meeting system in order to generate a register of voters at
the Annual General Meeting.

Any proxies must be given in writing and must be submitted no later
than at the Annual General Meeting, accompanied by a registration
certificate as appropriate. In order to simplify the registration
procedure, shareholders are asked to send proxies to the company
along with their notices of attendance. Proxy forms are available at
peab.com and will be sent to shareholders on request.

CONFIRMATION OF ATTENDANCE

Confirmation of attendance will be send at the end of week 18 to
shareholders who have given notice of attendance. Confirmation of
attendance must be brought to the Annual General Meeting.

SHARES REGISTERED FOR MANAGEMENT

Shareholders whose shares are registered for management through a
bank's trustee department or an individual fund manager must
temporarily allow the shares to be registered in their own name in
order to attend the Annual General Meeting. Any such temporary
registration of ownership must be executed no later than Tuesday 3
May 2016. This means that shareholders must inform the manager of
their wish to carry out a temporary registration of ownership in good
time before that date.

ANNUAL ACCOUNTS AND FULL PROPOSALS

The Annual Accounts, with accounting documents and the auditor's
report, the full proposals by the Board of Directors under items
17-20, the Board of Directors' statement on decisions under items 10
and 19 and the auditor's statement on the guidelines for remuneration
are available for inspection by the shareholders no later than 19
April 2016 onwards at the company's head office at Margretetorpsvägen
84 in Förslöv and on the Peab website at peab.com. Copies of the said
documents will be sent to shareholders on request.

PROPOSED AGENDA

1. Opening of the meeting

2. Election of the Chairman of the Annual General Meeting

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 Annual General Meeting has been duly
convened

7. Address by the CEO

8. Presentation of the annual report and auditors' report and the
consolidated accounts and the auditors' report for the consolidated
accounts

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

11. Decision on discharge from liability for board members and the CEO

12. Establishment of the number of board members and auditors

13. Establishment of fees for board members, committee members and
auditors

14. Election of board members, Chairman and Vice-Chairman

15. Election of auditor

16. Election of members of the Nomination Committee

17. Approval of share transfer in the subsidiary Peab FU Linné AB

18. Authorization of the Board of Directors for the new issue of B
shares

19. Authorization of the Board of Directors for the acquisition and
transfer of the company's own shares

20. Establishment of a remuneration policy

21. Any other business

22. Closing of the Annual General Meeting

THE SHAREHOLDERS' INTENTIONS

Shareholders representing over 2/3 of the total number of votes in the
company have given notice that they intend to vote in favour of the
following proposals in items 2, 10 and 12-20 below:

ITEM 2 ELECTION OF THE CHAIRMAN OF THE GENERAL MEETING

The proposal by the Nomination Committee: Göran Grosskopf to be
elected as the Chairman of the Annual General Meeting.

ITEM 10 PROPOSED DIVIDEND

The Board of Directors proposes a dividend of SEK 2.60 (2.25) per
share to be paid for the 2015 financial year. Thursday 12 May 2016 is
proposed as the record day for the dividend. If the Annual General
Meeting adopts a resolution in accordance with the proposal, it is
expected that the dividend will be issued by Euroclear Sweden on
Tuesday 17 May 2016.

ITEM 12 ESTABLISHMENT OF THE NUMBER OF BOARD MEMBERS

The proposal by the Nomination Committee: Eight (seven) members.

ITEM 13 ESTABLISHMENT OF FEES FOR BOARD MEMBERS, COMMITTEE MEMBERS AND
AUDITORS

The proposal by the Nomination Committee:

It is proposed that the Chairman of the Board of Directors be paid SEK
560,000 (535,000) and that each of the remaining board members be
paid SEK 235,000 (210,000). For their work on the Remuneration
Committee and the Finance Committee, it is proposed that a fee of SEK
30,000 (unchanged) be paid to each member of those committees and for
work on the Audit Committee SEK 30,000 (25,000) for each member.
Furthermore, it is proposed that the Vice-Chairman be paid a fee of
SEK 2,765,000 (unchanged) as a special payment for being at the
group's disposal for matters relating to customers and markets. The
total proposed fee to be paid to board members therefore amounts to
SEK 5,240,000 (4,915,000). It is proposed that fees be paid to
auditors according to an approved account.

ITEM 14 ELECTION OF BOARD MEMBERS, CHAIRMAN AND VICE-CHAIRMAN

The proposal by the Nomination Committee:

Re-election of Karl-Axel Granlund, Göran Grosskopf, Kerstin Lindell,
Mats Paulsson, Fredrik Paulsson, Lars Sköld and Nina Udnes Tronstad.
Malin Persson newly elected. Göran Grosskopf to be appointed Chairman
and Mats Paulsson to be appointed Vice-Chairman.

ITEM 15 ELECTION OF AUDITORS AND DEPUTY AUDITORS

The proposal by the Nomination Committee: New election of the
registered accounting firm KPMG AB.

ITEM 16 ELECTION OF MEMBERS OF THE NOMINATION COMMITTEE

Shareholders representing over 2/3 of the total number of votes in the
company propose the following Nomination Committee: For the period up
to the 2016 Annual General Meeting, it is proposed that Ulf
Liljedahl, Göran Grosskopf, Mats Rasmussen and Malte Åkerström be
re-elected. Ulf Liljedahl is proposed as Chairman of the Nomination
Committee.

ITEM 17 APPROVAL OF SHARE TRANSFER IN THE SUBSIDIARY PEAB FU LINNÉ AB

The Board of Directors proposes that the Annual General Meeting
authorize the transfer of 50 percent of shares in the by Peab fully
owned subsidiary Peab FU Linné AB with the subsidiaries Annehem
Hyllie Point 3 AB and Annehem Hyllie Point 4 AB to Volito Fastigheter
AB. Peab FU Linné AB and subsidiaries own the properties Värdshuset 5
and Värdshuset 4 containing a hotel and development rights for
offices. The properties are situated at Hyllie Stationstorg in Malmö,
Sweden.

The consideration for the transfer is based on an underlying property
value of SEK 777 million, of which SEK 565 million are related to
Värdshuset 5 (the hotel) and SEK 212 million to Värdshuset 4
(development right for offices etc.). The Board of Directors believes
that the terms for the negotiated transfer, including the
consideration, are based on market terms and that the underlying
contracts contain the customary guarantees and conditions.

Karl-Axel Granlund, Chairman of the Board of Directors in Peab AB is
also indirectly the primary owner of Volito AB and therefore
indirectly controls Volito Fastigheter AB. The Board of Directors
therefore states that the transfer is a transaction with related
parties that according to the Leo Law and customary tradition on the
stock market should be submitted to the Annual General Meeting for
approval with special majority, meaning that in order to be approved
the Board of Director's proposal must be approved by shareholders
with at lest nine tenth of the submitted votes and the shares that
are represented at the Annual General Meeting.

ITEM 18 AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE NEW ISSUE OF B
SHARES

Authorization of the Board of Directors to decide, on one or more
occasion during the period up to the next Annual General Meeting, on
a new issue of B shares corresponding at the most to a total of 10
per cent of the registered share capital at the moment of the
Authorization, with or without a preferential right for current
shareholders.

ITEM 19 AUTHORIZATION FOR THE ACQUISITION AND TRANSFER OF THE
COMPANY'S OWN SHARES

Authorization of the Board of Directors, during the period up to the
next Annual General Meeting,

- to adopt a decision 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 any given 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%. Shares may only be acquired for a consideration in cash,

- to adopt a decision to transfer, on NASDAQ Stockholm AB or in
connection with, for example, a corporate acquisition and with or
without any deviation from the shareholders' preferential right, 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 any
given time and, in the case of a sale by other means, at a price
equivalent to the stock-market price of the shares at the time of the
transfer with any deviation that the Board of Directors may deem
appropriate.

The aim of the Authorization is to improve the company's capital
structure and/or to be used when financing acquisitions, etc.

ITEM 20 ESTABLISHMENT OF A REMUNERATION POLICY

The Board of Directors proposes the following change of the
Remuneration Policy, item 4: The amount in a LTI program should be
invested as a pension premium in a financial instrument connected to
the Peab share.

NUMBER OF SHARES AND VOTES AND OTHER INFORMATION

At the time of the summons to attend the annual general meeting there
are 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, non-voting.

At the Annual General Meeting, the Board of Directors and the CEO will
provide information, if any shareholder so requests and if the Board
of Directors considers that such information may be provided without
any substantial damage to the company, on circumstances that may
affect consideration of an item on the agenda or that may affect
consideration of the company's or a subsidiary company's financial
situation or the company's relationship with another group company.

Förslöv, April 2016

Peab AB (publ)

Peab AB discloses the information provided herein pursuant to the
Securities Markets Act and/or the Financial Instruments Trading Act.

The information was submitted for publication on April 11 2016.

For further informa...

Författare WKR

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.