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The AGM 2007 resolved to issue and offer<br />
convertibles to all employees. The convertibles<br />
matured on 30 November <strong>2012</strong>. No<br />
conversion to shares has been made and<br />
the loan of SEK 598 million was repaid in its<br />
entirety.<br />
HOLDINGS OF OWN SHARES<br />
At the beginning of <strong>2012</strong> <strong>Peab</strong>’s holding of<br />
own shares was 1,086,984 B shares which<br />
corresponds to 0.4 percent of the total<br />
number of shares. In order to offset any<br />
dilution effects from the convertible<br />
programs, to use in the financing of acquisitions<br />
etc. as well as adjust the Group’s<br />
capital structure, <strong>Peab</strong>’s <strong>Annual</strong> General<br />
Meeting on 15 May <strong>2012</strong> resolved to<br />
authorize the Board to, during the period<br />
until the next AGM, acquire shares so that<br />
the company would have at most 10<br />
percent of the total shares in <strong>Peab</strong>. No own<br />
shares were purchased nor divested during<br />
<strong>2012</strong>. See note 30.<br />
CORPORATE GOVERNANCE<br />
For a detailed description of the work of the<br />
Board of Directors, corporate governance<br />
and system for internal control, see page<br />
86, Corporate Governance Report.<br />
REMUNERATION FOR<br />
SENIOR OFFICERS<br />
The Board will propose to the <strong>Annual</strong><br />
General Meeting on 14 may 2013 that the<br />
remuneration policy remain unchanged.<br />
For more information about adopted guidelines<br />
regarding the salaries and other remunerations<br />
to the Chief Executive Officer and<br />
other members of executive management,<br />
see note 9.<br />
ANTICIPATED FUTURE<br />
DEVELOPMENT<br />
Total building construction contracted in<br />
Sweden during <strong>2012</strong> compared to 2011.<br />
There is a large degree of uncertainty about<br />
how the construction and property markets<br />
OTHER INFORMATION AND APPROPRIATION OF PROFITS<br />
will develop in 2013. The level of housing<br />
production is currently too low relative to<br />
the need for housing. This leads to a<br />
growing housing shortage, which can<br />
hamper development on the labor market<br />
and, in turn, even affect economic growth.<br />
A large part of the investments made over<br />
the next few years will in all probability be in<br />
maintenance and repair. The greatest<br />
decline is expected in the industrial sector<br />
in 2013. Civil Engineering developed very<br />
well in <strong>2012</strong>. The volume of investments is,<br />
however, expected to level off in 2013 and<br />
end up on the same level as in <strong>2012</strong>.<br />
Norwegian building construction startups<br />
have had stable growth in <strong>2012</strong>,<br />
although not at the same high rate as previous<br />
years and a hefty negative turn is<br />
expected in building construction start-ups<br />
in 2013. In <strong>2012</strong> civil engineering developed<br />
very well and this is expected to<br />
continue in 2013.<br />
Building construction start-ups in Finland<br />
were slightly down from the previous<br />
year. The assessment for 2013 is that building<br />
construction volumes will continue to<br />
contract but they will turn up slightly again<br />
in 2014. The total volume of civil engineering<br />
investments in <strong>2012</strong> remained<br />
unchanged and this holds true for the<br />
forecast for 2013.<br />
Renovation and maintenance have historically<br />
been much more resistant to financial<br />
crises and shifts in the economy. The<br />
forecast for 2013 is no exception and this<br />
area is expected to grow in all three Nordic<br />
countries.<br />
PARENT COMPANY<br />
The activities of the parent company<br />
consist of executive management and<br />
shared Group functions.<br />
Net sales in <strong>2012</strong> amounted to SEK 96<br />
million (99) and primarily consisted of internal<br />
Group services. Operating profit <strong>2012</strong><br />
amounted to SEK -54 million (-46). Shares<br />
in subsidiaries have been written down during<br />
the year by SEK 346 million (122), of<br />
which SEK 294 million refer to shares in<br />
<strong>Peab</strong> AS. The result after net financial<br />
items was SEK -227 million (1,573).<br />
Proposed appropriation of profits<br />
The following amounts in SEK are at the disposal of the <strong>Annual</strong> General Meeting:<br />
Share premium reserve 2,308,208,948<br />
Special reserve 55,000,000<br />
Fair value reserve –120,624,942<br />
Profit brought forward 3,319,001,557<br />
Profit for the year –226,843,827<br />
Total 5,334,741,736<br />
The Board of Directors propose the following appropriation<br />
of disposable profits and non-restricted reserves:<br />
Dividend, 296,049,730 shares at SEK 1.60 per share 473,679,568<br />
Carried forward 1) 4,861,062,168<br />
Total 5,334,741,736<br />
1) Of which to share premium reserve 2,308,208,948<br />
Of which to special reserve 55,000,000<br />
Of which to a fair value reserve –120,624,942<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
35<br />
BOARD OF DIRECTORS’ REPORT
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