Summon to Attend the Annual General Meeting in Peab Industri AB (publ) Invitation to participate in Peab Industri AB's Annual General Meeting Thursday 15 May, 2008 at 10.00 a.m. at the Sports Hall, Grevieparken, Grevie. Program 9:00 a.m. Registration begins 10:00 a.m. Annual General Meeting begins 12:30 p.m. Light lunch Notification etc. Shareholders who wish to participate in the Annual General Meeting shall: - be inscribed in the register of the shareholders held by The Swedish Securities Register Office (VPC AB), on Friday 9 May 2008 and, - notify their intent, along with any assistants, to participate no later than 2 p.m., Friday 9 May 2008. Notification of participation can be made via the Internet at www.peabindustri.se, by telephone +46 431- 449620 or by mail to Peab Industri AB, Annual General Meeting, P.O.box 1291, SE-262 24 Ängelholm, Sweden. Name, address, telephone number, social security number or company id number and number of shares must be included. Notice of participation in Peab Industri AB's Annual General Meeting, as well as information concerning proxies and assistants will be registered in Peab Indistri's Annual General Meeting system in order to create a voting list for the Meeting. Power of attorney forms must be in writing and presented at the latest at the Annual General Meeting when applicable, together with a registration certificate. In order to simplify registration shareholders are requested to send power of attorney forms to the company together with the notice of participation in the Annual General Meeting. Power of attorney forms are available at www.peabindustri.se and are sent to shareholders upon request. Confirmation of participation Confirmation of participation will be sent out at the beginning of the same week the Annual General Meeting is held to shareholders who have notified the company of their intention to participate. The confirmation should be brought to the meeting. Nominee registered shares Shareholders who have nominee registered their shares through a bank's notary department or a fund manager must temporarily register their shares in their own name in order to participate in the Annual General Meeting. This temporarily reregistering must be carried out no later than Friday 9 May 2008. This means that shareholders must notify their nominee of this well in advance of this day. Annual report and complete proposals The Annual Report, accounts and audit report, the board's complete proposals according to points 16-20, the board's statement regarding the decisions in point 10 and 18 and the auditor's statement regarding guidelines for remuneration will be available for review by shareholders at company headquarters, Valhall Park, Building 27, Ängelholm, and on its website, www.peabindustri.se from 30 April 2008. Copies of these documents will be sent to those shareholders that request them. Proposed agenda 1. Opening of the Annual General Meeting 2. Election of Meeting chairman 3. Drawing up and approval of the voting list 4. Approval of the Agenda 5. Election of two minute-checkers 6. Consideration of whether the Meeting has been duly convened 7. Chief Executive Officer's report 8. Presentation of the annual accounts, auditors' report, the consolidated financial statements and the consolidated auditors' report 9. Adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet 10. Adoption of the disposition of Group profits according to the adopted balance sheet 11. Adoption of the discharge of Board Members and the Chief Executive Officer 12. Adoption of the number of Board Members 13. Adoption of the remuneration of the Board of Directors and auditor 14. Election of the Board of Directors and Chairman of the Board 15. Election of the nominating committee 16. Approval of the decision to issue and transfer convertibles 17. Authorisation of the Board to issue B shares 18. Authorisation of the Board to buy back its own shares 19. Authorisation of the Board to transfer its own shares 20. Adoption of the remuneration policy 21. Other matters 22. Closure of the Meeting. Shareholders´ position Shareholders representing more than 2/3 of the total votes in the company have announced that they intend to vote at the Meeting for the following proposals: Point 2 Election of meeting chairman The nominating committee's proposal: Jan Segerberg Point 10 Dividend distribution The Board of Directors has proposed a dividend of SEK 1.50 per share for the fiscal year of 2007. The Board has proposed 20 May 2008 as the record date for the payment of dividends. If the Annual General Meeting approves the Board of Directors' proposal it is estimated that The Swedish Securities Register Office (VPC), will distribute this dividend on 23 May 2008. Point 12 Adoption of the number of board members The nominating committee's proposal:Seven (unchanged) ordinary members. Point 13 Adoption of renumeration to board members and auditor fees The nominating committee's proposal: The proposal for remuneration to the Chairman is SEK 260,000 (unchanged) and to each Board Member not employed in the Company SEK 130,000 (unchanged). The proposal for remuneration includes remuneration for work in the Board's committees. The total proposed remuneration to Board Members is SEK 910,000 (unchanged). Auditor's fees are proposed to be those presented in an approved statement of accounts. Point 14 Election of the board of directors and chairman of the board The nominating committee's proposal: Re-election of Mats Paulsson, Eva Hörwing, Sara Karlsson, Fredrik Paulsson, Mats O Paulsson, Jan Segerberg and Kjell Åkesson. Re-election of Mats Paulsson as Chairman of the Board. Point 15 Election of the nominating committee Shareholders representing more than 2/3 of the total votes in the company propose the following nominating committee: Until the Annual General Meeting 2009 election of Karl-Axel Granlund, Erik Paulsson and Mats Paulsson as members of the nominating committee. Erik Paulsson is nominated as chairman of the nominating committee. Point 16 Approval of the decision to issue and transfer convertibles The Board proposes the Annual General Meeting to approve an issue of maximum 800,000 convertibles at a total maximum nominal value of SEK 46,400,000 which the Board of Peab Industri AB, pending the approval of the Annual General Meeting in Peab Industri AB, decided on 26 March 2008. The convertibles will run from 1 December 2008 to 30 November 2012. The right to subscribe for the convertibles shall be given to, which is a deviation from shareholders' preferential rights, a wholly owned subsidiary to Peab Industri AB, with the right and obligation to, in the first place, offer to all personnel employed after 15 November 2007, or employees in companies that have been acquired by Peab after 15 November 2007 the right to subscribe for convertibles from 26 November 2008 to 12 December 2008 and, in the second place, offer Peab's Profit- sharing Foundation the right to acquire the convertibles not subscribed for by the employees. On account of the above the Board also proposes the Annual General Meeting approve the transfers from the subsidiary to the employees. The issue price shall be a nominal amount. The convertibles will have a fixed interest rate based in part on the conversion rate and the estimated market value of the convertibles. Conversion of B shares may take place during special windows of conversion in December 2010 and 2011 as well as in September 2012. The conversion rate will correspond to 120 percent of the for B shares on the OMX Nordic Exchange Stockholm's official price list quoted average latest buy rate during the period of 3 November 2008 to 14 November 2008. The conversion rate may, however, not be lower than SEK 58. Calculated on a conversion rate of SEK 58 share capital can increase by SEK 1,600,000 at the most. Under these conditions this is equivalent to a dilution of around 0.94 percent of the share capital and around 0.46 percent of the votes. Point 17 Authorisation of the board to issue B shares Authorisation of the Board 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, with or without preferential rights for current shareholders. Point 18 Authorisation of the board to buy back its own shares Authorisation of the Board to, until the next Annual General Meeting decide to, on the OMX Nordic Exchange Stockholm or through an offer to buy directed to all shareholders, buy back as many Peab Indistri A or B shares so that after the acquisition there is a maximum of 8,525,000 shares hold by the company. The purpose of this authorisation is 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 are converted. Point 19 Authorisation of the board to transfer its own shares Authorisation of the Board to, until the next Annual General Meeting, decide to transfer a maximum of 8,525,000 Peab Industri A or B shares that have been bought back by the company. The shares can be transferred with a deviation from shareholders' preferential rights in connection with for example an acquisition or through a sale on the OMX Nordic Exchange Stockholm. Point 20 Adoption of the renumeration policy The Board proposes the Annual General Meeting adopt guidelines for remuneration to senior officers consisting of a basic wage, and from one time to another, a variable remuneration of, at most, 60 percent (unchanged) of his/her annual wage. Total remuneration and benefits received by management in 2007 are reported in the Annual Report 2007. Number of shares and votes The number of registered shares on the day this summons was issued totalled 85,254,548, of which 9,805,702 were A shares and 75,448,846 were B shares and the total number of votes amounted to 173,505,866. The number of shares includes the B shares bought back by the company for which the company does not have the right to vote. Ängelholm in April 2008 Peab Industri AB (publ) Board of Directors For additional information, please contact: Staffan Bremander, Corp. Comm. Mgr. Peab Industri + 46 733 37 11 10 Peab Industri 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 08.00 am on 10 April 2008. Previous press releases from Peab Industri are available at www.peabindustri.com. Peab Industri is a leading producer of products and provider of services for the Nordic construction and civil engineering market. The net sales exceed SEK 7 billion and the number of employees is approximately 2 400. Business is conducted in Sweden, Norway and Finland. The share is listed on the OMX Nordic Exchange Stockholm. The main office is located in Ängelholm in Skåne, Sweden. Peab Industri AB Information Staffan Bremander Information Phone +46 431 449606 staffan.bremander@peabindustri.se Mobile phone +46 733 371110 peabindustri.com Home phone +46 35 59707
Summon to Attend the Annual General Meeting in Peab Industri AB (publ)
| Source: Peab Industri AB
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