Peab: Peab’s Annual General Meeting 2009

STOCKHOLM--(BUSINESS WIRE)--Regulatory News:

Peab AB (publ)(STO:PEABB) held its Annual General Meeting today, Thursday. The Annual General Meeting adopted a dividend of SEK 2.25 according to the proposal from the Board of Peab. The record date will be Tuesday the 19th of May and the Euroclear will distribute this dividend on 25 May 2009.

The Annual General Meeting granted the Board and the Chief Executive Officer discharge for the financial year of 2008.

The Board members Annette Brodin Rampe, Karl-Axel Granlund, Göran Grosskopf, Mats Paulsson, Svante Paulsson and Lars Sköld were re-elected and Fredrik Paulsson was newly elected. Göran Grosskopf was re-elected as Chairman of the Board.

Alf Svensson, KPMG, was re-elected as auditor and Dan Kjellqvist, KPMG, as deputy auditor. Thomas Thiel, KPMG, was newly elected as auditor and David Olow, as deputy auditor. Through this decision the number of auditors was increased to two and deputy auditors to two.

Remuneration to the Chairman of SEK 400,000 (unchanged) and to each other Board Member not employed in the company SEK 150,000 (unchanged) was adopted. Remuneration to each member of the remuneration committee and finance committee not employed in the company of SEK 25,000 (unchanged) was adopted. The resulting total remuneration to Board Members of SEK 1,250,000 (1,100,000) was adopted. Auditor’s fees shall continue to be those presented in an approved statement of accounts.

The following changes in the articles of association were adopted:
§4,1 paragraph Share capital may not be less than SEK 1,000,000,000 and nor more than SEK 4,000,000,000. The number of shares may not be less than SEK 160,000,000 and no more than 640,000,000. Shares shall be in part A shares that represent 10 votes per share and of which no more than 80,000,000 may be issued and in part B shares of which no more than 560,000,000 may be issued.
§7,2 paragraph Notice of General Meetings shall be given through advertising in the Swedish Official Gazette as well as the company’s website. The fact that the meeting has been summoned will be announced in Svenska Dagbladet. The decision to change the second paragraph in §7 in the articles of association shall be conditional upon that a change in the Company Act (2005:5551) on the manner of summoning an Annual General Meeting, which would entail that the proposed wording in §7 second paragraph above would be in keeping with the Company Act, has taken effect.

The Annual General Meeting authorised the Board of Peab to, on one or more occasions, until the next Annual General Meeting, decide to issue B shares corresponding to a maximum of 10 percent of the registered share capital at the time of authorisation. New issues will be based on standard market terms.

The Annual General Meeting authorised the Board of Peab to, on one or more occasions, until the next Annual General Meeting, buy back or transfer Peab shares.

The Annual General Meeting authorised the Board of Peab to, until the next Annual General Meeting,
- decide to, on NASDAQ OMX Stockholm or through an offer to buy directed to all shareholders to buy back at the most as many shares so that after the acquisition the company’s holding of own shares corresponds to 10 percent of the all shares in the company. The shares may be bought on NASDAQ OMX Stockholm at a price within the registered price interval on each occasion or, when acquired through an offer to buy for a cash compensation, at a price corresponding to the lowest market price at the time of the offer with a maximum deviation of 30 % upwards,
- decide to, on NASDAQ OMX Stockholm or in connection with for example an acquisition, and with or without a deviation from shareholders’ preferential rights, divest a maximum of all own shares held by the company on NASDAQ OMX Stockholm, at a price within the registered price interval on each occasion or, if divested in some other manner, at a price corresponding to the market price of the shares at the time of the transfer with any deviation the Board considers appropriate.
The purpose of this authorisation is to improve the company’s capital structure, to finance acquisitions with shares and such like and/or to make it possible through a later withdrawal to neutralise the dilution that can occur when convertibles issued by the Group are converted.

Malte Åkerström, Leif Franzon and Göran Grosskopf and Erik Paulsson were re-elected to the nominating committee.
Malte Åkerström was re-elected as the chairman of the nominating committee.

The Annual General Meeting decided that the guidelines for remuneration of senior officers adopted by the Annual General Meeting 2008 shall continue to be applied.

All decisions by the Annual General Meeting were made with the necessary majority of votes.

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 at 5.45 p.m. on 14 May 2009.

Previous press releases from Peab are available at www.peab.com

Peab is one of the leading construction and civil engineering companies in the Nordic countries with a net sale exceeding SEK 35 billion and approximately 13,000 employees. The Group’s subsidiaries have strategically located offices in Sweden, Norway and Finland. The share is listed on NASDAQ OMX Stockholm. The registered office of the Group is at Förslöv, Skåne in south of Sweden.

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