STOCKHOLM, Sweden, April 07, 2005 (PRIMEZONE) -- At the Skanska Annual Shareholders' Meeting in Stockholm today, the following decisions were reached:
A dividend for 2004 was adopted in accordance with the Board of Directors' proposal of SEK 4.00 (preceding year: SEK 3.00). The record date for the dividend is April 12, 2005.
Members re-elected to the Board were Sverker Martin-Lof, Roger Flanagan, Ulrika Francke, Jane F. Garvey, Stuart Graham, Soren Gyll, Finn Johnsson, Arne Martensson and Anders Nyren.
Sverker Martin-Lof was re-elected Board Chairman.
In accordance with the Board's earlier announced proposal, the Annual Shareholders' Meeting approved a long-term, share-incentive program adapted to the company's higher financial goals. The program is proposed to apply from 2005 -- 2007 with remuneration in 2009 -- 2011 and to encompass the 300 most senior executives. The program can provide a maximum 30-percent addition to fixed annual salary. The maximum cost for these distributions is approximately SEK 120 million annually. The program will result in a maximum dilution of share capital of about 1.1 percent over three years. In total, share awards representing a maximum of 3,900,000 Class B shares will be granted to employees under the program. To ensure the delivery of Class B shares under the Share Award Plan, Class D shares will be issued and immediately be repurchased by the company. Following the respective vesting period, the Class D shares will be reclassified into Class B shares and be transferred, free of charge, to employees within the Skanska Group that are entitled to shares in accordance with the Share Award Plan. In order to execute the Share Award Plan the Meeting also resolved to:
-- amend the Articles of Association to introduce introduction of a
new class of shares, named Class D shares, which may be redeemed
and be reclassified into Class B shares upon the request by the
Board of Directors.
-- authorize the Board of Directors to issue not more than 4,500,000
Class D shares (3,900,000 B shares for the allotment and an
additional 600,000 B shares to cover social fees and other costs)
at a subscription price corresponding to the par value of the
shares. AB Industrivarden (publ) or any of its wholly owned
subsidiaries may subscribe for the new shares at a subscription
price corresponding to the par value of the shares.
-- authorize the Board of Directors until the next Annual
Shareholders' Meeting to repurchase all outstanding Class D
shares at a purchase price corresponding to not less than SEK
3.00 and not more than SEK 3.10.
-- Skanska may transfer, free of charge, Class B shares to
employees within the Skanska Group that following the respective
vesting period are entitled to shares in accordance with the
Share Award Plan.
The Annual Shareholders' Meeting also approved the proposal as to how the nomination committee for the 2006 Annual Shareholders' Meeting shall be appointed. The nomination committee shall consist of the Board Chairman and one representative from each of the five major shareholders in the company in terms of voting rights. The names of the members are to be announced publicly not later than six months prior the 2006 Annual Shareholders' Meeting.
The Annual Shareholders' Meeting also decided to appoint KPMG Bohlins AB for the audit assignment for the four years until the 2009 Annual Shareholders' Meeting.
This and previous releases can also be found at www.skanska.com
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