The acquisition and transfer of company shares

The Board of Directors for Peab AB (publ) ("The Company") grants the Board of Directors authorization to decide on issues having to do with the acquisition and assignment of the Company's own shares, consisting of both class A- and class B-shares, as determined by the Board and according to the following conditions:

  1. Shares may be bought back on Nasdaq OMX Stockholm AB at a price within the registered price interval on each occasion. 2
     

  2. Shares may also be bought back through an acquisition offer directed to all shareholders. Such an acquisition offer may only be paid in cash and for a price that corresponds to the lowest the share price at the time of offer, with a maximal deviation upwards of 30 %.
     

  3. The Company may acquire, at the most, the number of shares so that after the buyback the Company’s holding of its own shares does not exceed a tenth of all the shares in the Company.
     

  4. The number of shares transferred may not exceed the Company’s holding of own shares at the time of the Board’s decision to transfer shares.
     

  5. Shares may be transferred on Nasdaq OMX Stockholm AB at a price within the registered price interval on each occasion.
     

  6. Shares acquired according to the above may be transferred outside ofNasdaq Stockholm AB, with or without deviation from shareholders’ preferential rights and with or without regulations concerning issues in kind or offset rights. This kind of share transfer may be for a cash sum, or the value of an acquired property that corresponds to the share price at the time of the transfer of the Peab shares transferred with the deviation the Board finds appropriate.
     

  7. If the use of the authorisation regarding repurchasing and transferring own shares is combined with the use of authorisation regarding new issues, with the intention to use Company shares as a part of or as the entire purchase price for one particular company acquisition, the total number of shares transferred and issued in connection to the particular acquisition may not exceed a tenth of the total number of shares in the Company at the time the authorisation to issue new shares was decided.
     

  8. The authorisation can be used on one or several occasions, but no later than the Annual General Meeting 2018. The purpose of the authorisation is to improve the Company’s capital structure and/or to be used when financing acquisitions, etc. 

The option to deviate from the shareholders’ preferential rights in connection with the transfer of own shares is justified by the fact that transferring shares on Nasdaq OMX Stockholm AB, or in any other way deviating from shareholders’ preferential rights, can be carried out with greater speed, flexibility and costeffectiveness than a transmission to all shareholders. If the Company’s own shares are transferred and payment is in another form than money in connection with a contract for the acquisition of assets, the Company cannot offer shareholders the option to exercise preferential rights.

Furthermore the Board is authorised to decide in matters related to the repurchase and transfer of own shares, including the question of whether the shares will be transferred with or without regulations concerning issues in kind or offset rights or other such terms stipulated in chapter 13, section 5, first paragraph 6 in the Companies Act.

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