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:
- Acquisition of shares may be made on Nasdaq Stockholm at a price within the price interval registered at any given time.
- Acquisition of shares may also be made through an offer directed to all shareholders. Such offer may only be made against cash consideration and at a price corresponding to at least the share price at the time of the offer, with a maximum premium of 30 percent.
- Acquisitions may be made of such number of shares that the Company’s holding of own shares, after the acquisition, amounts to no more than one-tenth of all shares in the Company.
- Transfers may be made of all own shares held by the Company at the time of the Board’s resolution to transfer shares.
- Transfers of shares may be made on Nasdaq Stockholm at a price within the price interval registered at any given time.
- Transfers of shares acquired as set out above may also be made outside Nasdaq Stockholm, with or without deviation from the shareholders’ preferential rights and with or without provisions regarding non-cash consideration or set-off. Such transfer may be made against cash payment or other consideration corresponding to the share price of the Peab shares at the time of transfer, with such deviation as the Board finds appropriate.
- If the authorization regarding acquisition and transfer of own shares is exercised together with the authorization regarding new issues, for the purpose of allowing the Company’s shares to constitute all or part of the consideration in the same acquisition, the number of shares transferred and issued in connection with such acquisition may, in aggregate, correspond to no more than one-tenth of all shares in the Company at the time of the resolution on the authorization regarding new issues.
- The authorization may be exercised on one or more occasions, however no longer than until the Annual General Meeting 2027.
The purpose of the authorization regarding acquisition and transfer of own shares is to improve the Company’s capital structure and/or to be used as part of the financing of acquisitions, etc., as well as to enable the hedging of costs and deliveries associated with the Company’s long-term performance share programs.
The possibility to deviate from shareholders’ preferential rights in connection with transfers of own shares is justified by the fact that transfers through Nasdaq Stockholm or otherwise with deviation from preferential rights may be carried out more swiftly, flexibly and cost-effectively than transfers to all shareholders. If the Company’s own shares are transferred against consideration other than cash in connection with agreements on the acquisition of assets, the Company cannot offer shareholders any preferential rights to such shares.
The Board of Directors is otherwise authorized to resolve on other matters relating to acquisitions and transfers of own shares, including whether such transfers shall be made with or without provisions regarding non-cash consideration, set-off or other terms as referred to in Chapter 13, Section 5, first paragraph, item 6 of the Swedish Companies Act.
The Chairman of the Board and the President and CEO are proposed to be authorized to make such minor adjustments to this resolution that may prove necessary in connection with its registration with the Swedish Companies Registration Office.