SOLNA, Sweden–(BUSINESS WIRE)–Regulatory News:
Skanska AB (publ)(STO:SKAB) gives apprehension to the Anniversary Shareholders’ Affair on Thursday, April 3, 2014 at 4.00 pm at Clarion Hotel Sign, Östra Järnvägsgatan 35, Stockholm, Sweden. Allotment will activate at 3.00 p.m. Coffee and block will be served afore the meeting.
Shareholders who ambition to participate in the Anniversary Shareholders’ Affair (the “Meeting”) allegation be recorded in the allotment annals maintained by Euroclear Sweden AB on Friday, March 28, 2014, and Notification allegation be accustomed by the aggregation finer not after than 12:00 apex on Friday, March 28, 2014. Apprehension to participate in the Affair may be addressed:
· by mail to Skanska AB, Group Legal Affairs, SE-112 74 Stockholm, Sweden, or
· by telephone, 46-8-402 92 81, from 09:00 a.m. to 4:00 p.m., or · via the Skanska website: www.skanska.com/group (Annual Shareholders’ Meeting).
Back giving notice, a actor allegation accompaniment name, claimed identification cardinal or aggregation allotment number, abode and blast cardinal and, area relevant, the cardinal of any accompanying administering (no added than two).
An acceptance card, which shall be presented at the access to the Affair venue, will be beatific out alpha on March 29, 2014.
For shareholders represented by proxy a ability of advocate shall be issued. The ability of advocate shall be in accounting anatomy and dated. The ability of advocate shall be accurate for at best one year from the date of issue, unless the ability of advocate specifies a best aeon of validity, not to beat bristles years from the date of issue. A ability of advocate anatomy can be downloaded from www.skanska.com/group (Annual Shareholders’ Meeting). The ability of advocate in the original, affidavit of allotment or added allotment documentation, should be submitted to the aggregation at the abode set out aloft in acceptable time above-mentioned to the Meeting.
Shares captivated in assurance
Shareholders whose shares are captivated in assurance allegation re-register their shares in their own name with Euroclear Sweden AB to be advantaged to participate in the Meeting. Re-registration which may be acting should be requested from the coffer or agent acting as trustee in acceptable time above-mentioned to Friday, March 28, 2014. For Skanska employees, who accept invested in Skanska-shares beneath the Skanska Agent Buying Program, SEOP 2008 – 2010, SEOP 2011 – 2013, or SEOP 2014 – 2016 and who ambition to vote at the Meeting, the aggregation may abetment in the re-registration of the shares in own name. Advisers adulatory the company’s abetment should acquaint the aggregation about this by blast 46 8 10 448 8821 or via e-mail: [email protected], advertence abounding name, claimed cipher number, abode and alleged all-around ID, accustomed for the Skanska Agent Buying Programs, as anon as accessible and not after than March 17, 2014. Such a appeal for re-registration will be admired as a apprehension to participate in the Meeting.
1. Opening of the Meeting.
2. Acclamation of the Affair Chairman.
3. Alertness and approval of the account of shareholders advantaged to vote at the Meeting.
4. Approval of the agenda.
5. Acclamation of two bodies to analysis the account calm with the Affair Chairman.
6. Assurance of whether the Affair has been appropriately convened.
7. Addresses by the Chairman of the Board and by the President and CEO (“President”).
8. Presentation of the anniversary abode and auditors’ abode for 2013 and the circumscribed accounts and the auditors’ abode for the circumscribed accounts for 2013.
9. Motion to accept the assets account and antithesis sheet, and the circumscribed assets account and the circumscribed antithesis sheet.
10. Motion apropos the disposition of the company’s accumulation as apparent in the adopted antithesis sheet, and assurance of the almanac date for acquittal of dividend.
11. Motion to acquittal associates of the Board and the President from accountability for the budgetary year.
12. Motion to change the Articles of Association.
13. Assurance of the cardinal of Board associates and agent associates to be adopted by the Meeting.
14. Assurance of fees for Board associates and auditors.
15. Acclamation of Board associates and agent associates and acclamation of the Chairman of the Board.
16. Acclamation of auditor.
17 Angle for attempt for bacon and added accomplishment to chief executives.
18. Motion to accredit the Board to adjudge on purchases of own shares and accommodation on alteration of own shares:
A. allotment of the Board to dness on purchases of own shares; and
B. accommodation on alteration of own shares.
19. Closing of the Meeting.
The Nomination Board comprises Carl-Olof By, Chairman, apery AB Industrivärden, Mats Guldbrand, apery L E Lundbergföretagen AB, Bo Selling, apery Alecta, Tomas Hedberg apery Swedbank Robur Fonder AB and Stuart Graham, Chairman of the Board of Skanska AB.
Proposals of the Board and the Nomination Board appropriately
Account 2 Acclamation of a Chairman for the Affair
The Nomination Committee’s proposal: advocate Sven Unger to be adopted Chairman of the Meeting.
Account 10 Allotment and almanac date
The Board proposes a allotment of SEK 6.25 per share. April 8, 2014 is proposed as the almanac date for acquittal of the dividend. If the Affair votes in favour of this motion, it is accepted that Euroclear Sweden AB will accomplish allotment payments on April 11, 2014.
Account 12 Change of Articles of Association
The Board proposes changes as follows in the Articles of Association § 3: The registered appointment of the Board of Directors is Stockholm. That is, the registered appointment Solna will be afflicted to Stockholm.
Nomination Committee’s motions beneath items 13-16
Account 13 Nomination Committee’s motion: Ten Board associates and no deputies.
Account 14 Nomination Committee’s motion: It is proposed that a fee of SEK 1,875,000 is paid to the Chairman of the Board (year 2013: 1,650,000) and SEK 625,000 (year 2013: 550,000) to anniversary of the added Board associates adopted by the Meeting, with the barring of the President. A adapted allotment of SEK 200,000 is proposed for anniversary of the associates on the Activity Committee, SEK 125,000 to anniversary of the associates on the Audit Board and SEK 150,000 to its Chairman, and SEK 100,000 to anniversary of the associates of the Advantage Committee. The proposed advantage for board assignment applies to Board associates adopted by the Meeting, with the barring of the President. It is proposed that the fee to the accountant be paid in the bulk apparent on accustomed invoices.
Account 15 Nomination Committee’s motion: Re-election of Stuart Graham, Johan Karlström, Fredrik Lundberg, Sverker Martin-Löf, Adrian Montague, Charlotte Strömberg, Matti Sundberg and Pär Östberg and new acclamation of John Carrig and Nina Linander.
Lars Pettersson and Josephine Rydberg-Dumont accept beneath re-election.
John Carrig has a Law amount from Temple University, Philadelphia, and an avant-garde amount in Tax Law from New York University School of Law. He captivated several arch positions aural ConocoPhilips from 1996, amid others, he served as Chief Operating Officer from 2008-2010 area he was amenable for all-around operations, Controlling Vice President Finance and Chief Banking Officer from 2002-2008, and Chief Vice President and Chief Banking Officer from 2001. Currently he serves as Board affiliate of, amid others, Forum Energy Technologies Inc., TRC Companies Inc., and WPX Energy Inc.
Nina Linander has an MBA from the Stockholm School of Economics. She has captivated arch positions aural Vattenfall AB during 1994 – 2001, AB Electrolux during 2001 – 2004 and Stanton Chase International AB 2006-2012. Currently she serves as Board affiliate of Teliasonera AB and Awapatent AB, and she is the Vice Chairman in of Specialfastigheter Sverige AB.
The Nomination Board proposes that the Affair re-elects Stuart Graham as Chairman of the Board.
The Nomination Committee’s account acknowledging its angle and advice about the proposed Board associates are accessible on the company’s website, www.skanska.com/group.
Account 16 Nomination Committee’s motion: Re-election of KPMG. KPMG has informed, if KPMG will be re-elected, the accustomed accessible accountant George Pettersson will be accountant in charge.
Account 17 Angle for attempt for salaries and added accomplishment to chief admiral
The Board’s angle for bacon and added accomplishment to chief admiral is the aforementioned as for 2013 and implies that the all-embracing accomplishment should be in band with the bazaar and aggressive and that acclaimed achievement will be reflected in the absolute remuneration.
Allowances shall comprise anchored salary, capricious remuneration, if any, added accepted allowances and pension. The capricious accomplishment shall be payable in either banknote and/or shares and it shall be capped and accompanying to the anchored salary. Administering of shares shall accept a vesting aeon of three years and be allotment of a abiding allurement program. The capricious accomplishment allegation be based on after-effects in affiliation to accustomed targets and advised to access the association of absorption amid the controlling and the shareholders of the company. For anniversary bonus, there should be a achievability to absolute or burden from advantageous capricious accomplishment if the Board considers that this is adapted for any reason.
Alimony allowances should be either defined-benefit or defined-contribution schemes, or a aggregate thereof, and commonly accommodate appropriate to accept alimony at 65 years of age, or, in alone cases at the ancient at 60 years of age. In principle, capricious accomplishment shall not be pensionable. The Board may beneath adapted affairs aberrate from these attempt in alone cases.
Account 18 Allotment for the Board to dness on purchases of own shares and resolution on alteration of own shares
Account 18 A. Allotment for the Board to dness on purchases of own shares
With the ambition to defended deliveries of shares to participants in the Skanska Agent Buying Program, which was bound on at the Affair on April 11, 2013 (“SEOP 3” or SEOP 2014 – 2016), the Board proposes that the Affair authorizes the Board to adjudge on acquisitions of own Alternation B shareson a adapted bazaar on the afterward agreement and conditions.
· Acquisitions of Alternation B shares in Skanska may alone be accomplished on NASDAQ OMX Stockholm.
· The allotment may be acclimatized on one or several occasions, about at the latest until the Anniversary Shareholders’ Affair 2015.
· No added than 4,500,000 Alternation B shares in Skanska may be acquired to defended commitment of shares to participants in the Affairs and for consecutive transfers on a adapted bazaar in adjustment to awning assertive costs associated with the affairs mainly amusing aegis costs.
· Acquisitions of Alternation B shares in Skanska on NASDAQ OMX Stockholm may alone be fabricated at a amount aural the from time to time applicative ambit of prices (spread) on NASDAQ OMX Stockholm, acceptation the breach amid the accomplished acquirement amount and the everyman affairs price.
Account 18 B. Resolution on alteration of own shares
The Board proposes that the Affair 2014 resolves that not added than 763,000 Alternation B shares in Skanska AB that accept been purchased by advantage of antecedent authorizations to repurchase own shares may, above-mentioned to the anniversary shareholders’ affair 2015, be transferred for the purpose of accoutrement assertive costs, mainly amusing aegis costs, that may action in affiliation to the abiding agent buying affairs (Skanska Agent Buying Programs) bound on by the anniversary shareholders’ affair on April 13, 2010 (“SEOP 2”). Alteration of shares shall be accomplished on NASDAQ OMX Stockholm at a amount aural the from time to time applicative ambit of prices (spread) on NASDAQ OMX Stockholm, acceptation the breach amid the accomplished acquirement amount and everyman affairs price.
A accurate resolution according to items 12, 18 A och 18 B aloft requires that it is accurate by shareholders with at atomic two thirds of the votes casting as able-bodied as the cardinal of shares represented at the Meeting.
Complete proposals etc
The Board’s abounding argument of the motions beneath Account 17 and 18 on the agenda, and the Board’s account in accordance with Chapter 19, Paragraph 22 of the Swedish Companies Act will be fabricated accessible to shareholders at the company’s offices, Warfvinges väg 25, Sweden, on Skanska’s website, www.skanska.com/group, as of March 3, 2014, and beatific out to those shareholders who so wish.
The Banking documents, auditors’ abode and the auditor’s account in accordance with Chapter 8, Paragraph 54 of the Swedish Companies Act apropos how the Meeting’s guidelines for salaries and added advantage to chief administering has been followed will be fabricated accessible at the company’s office, abode set out above, and website www.skanska.com/group not after than three weeks afore the Affair and beatific out to those shareholders who so wish. The Board’s account in accordance with Chapter 18, Paragraph 4 of the Swedish Companies Act apropos the proposed administering of profit, and attempt for accomplishment for Chief Admiral (year 2013), is included in the approved administering report.
Advice at the Affair
The Board and the President shall, should any actor appeal it, and the Board is of the assessment that it could action after cogent accident to the Company, accommodate disclosures apropos altitude that could appulse the appraisal of an account on the agenda, altitude that could appulse on the appraisal of the company’s or a subsidiary’s banking situation, and the Company’s accord to added Group companies.
Absolute cardinal of shares and votes
At the time of arising of this apprehension the absolute cardinal of shares in the aggregation amounts to 419,903,072, which 19,922,797 shares of Alternation A, (ten votes per share) 399,980,275 of Alternation B (one vote per share) As per the aforementioned date the Company’s own shares amounted to 8,739,625 shares of alternation B, amounting to 8,739,625 votes in the Company.
Claimed abstracts acquired from the allotment register, apprehension of appearance at the Affair and advice on proxies and admiral will be acclimated for registration, alertness of the voting account for the Affair and back applicative account of the Meeting.
Solna in March 2014
The Board of Directors
This and antecedent releases can additionally be begin at www.skanska.com/media/press-releases
The advice is such that Skanska AB may be appropriate to acknowledge in accordance with the Swedish Securities Markets Act.
Skanska is one of the world’s arch activity development and architecture groups with ability in construction, development of bartering and residential premises, and public-private partnerships projects. Based on its all-around blooming experience, Skanska aims to be the clients’ aboriginal best for Blooming solutions. The Group currently has 57,000 advisers in called home markets in Europe, in the US and Latin America. Skanska’s sales in 2013 totaled SEK 136 billion.
This advice was brought to you by Cision http://news.cision.com
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