Copyright © 2019. Inderes Oy. All rights reserved.

Shareholders in Skanska AB (publ), Reg. No 556000-4615 (the "Company"), are hereby given notice of the Annual General Meeting (the "Meeting") on Tuesday March 30, 2021.

In light of the risk of the spread of COVID-19 and the authorities' regulations and advice about avoiding gatherings, the Board of Directors (the "Board") has decided pursuant to temporary legislation that the Meeting will be conducted without physical presence, by shareholders exercising their voting rights only by postal voting.

Presentations by the Chairman of the Board, Hans Biörck, and the CEO, Anders Danielsson, where they among other things address some of the shareholders' questions that may be submitted in advance via mail or e-mail, will be made available on the Company's website www.group.skanska.com/ under the heading "Corporate Governance/AGM 2021" on March 30, 2021. All submitted questions will be addressed in accordance with the instructions under the heading Shareholders' right to receive information below.

Information about the decisions made by the Meeting will be published on March 30, 2021, as soon as the outcome of the postal voting has been compiled.

Preconditions for participation

A person who wishes to participate in the Meeting, through postal voting, must:
  • be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB regarding the conditions on Monday March 22, 2021; and
  • give notice of intent to participate to the Company no later than on Monday March 29, 2021, by submitting its postal vote in accordance with the instructions under the heading Postal voting below, so that the postal vote is received by Euroclear Sweden AB no later than that day at 11.59 pm CET.

In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Meeting by submitting its postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Monday March 22, 2021. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee's routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Wednesday March 24, 2021, will be taken into account in the presentation of the share register.

For Skanska employees, who have invested in Skanska shares under the Skanska employee ownership programs Seop 1 (2008-2010), Seop 2 (2011-2013), Seop 3 (2014-2016), Seop 4 (2017-2019) and/or Seop 5 (2020-2022) and who wish to participate in the Meeting and exercise the voting rights of their Skanska shares, the Company may assist with the registration of the shares in their own name. Employees wishing the Company's assistance should inform the Company about this no later than on Tuesday March 9, 2021, by telephone +46 (0)10 448 03 83 or by e-mail: [email protected],stating full name, personal identification number, address and so-called global ID, received for the Skanska employee ownership programs. In addition to requesting voting rights registration, Skanska employees must no later than on Monday March 29, 2021, give notice of participation by casting its postal vote in accordance with the instructions under the heading Postal voting below so that the postal voting form is received by Euroclear Sweden AB no later than that day at 11.59 pm CET.

Postal voting

Shareholders exercise their voting rights at the Meeting only by voting in advance using postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for postal voting, available on the Company's website www.group.skanska.com/, under the heading "Corporate Governance/AGM 2021", and at the Company's offices, Warfvinges väg 25, SE-112 74 Stockholm, Sweden. No separate registration is required; a completed and signed postal voting form is valid as notice to participate in the Meeting.

The completed postal voting form must be received by Euroclear Sweden AB no later than Monday March 29, 2021, at 11.59 pm CET.

Shareholders who are natural persons may sign the form electronically by verifying with BankID via Euroclear Sweden AB's website, https://anmalan.vpc.se/euroclearproxy. The completed form may also be sent by e-mail to the Company via [email protected] ([email protected])or be posted to the Company via address to Skanska AB (publ), "Årsstämman", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. If the shareholder votes by post through a proxy, a power of attorney must be enclosed with the form (see below). If the shareholder is a legal entity, proof of registration or other authorization document must be enclosed with the form.

Shareholders may not assign specific instructions or conditions to the postal vote. The postal voting form will be deemed to be invalid in its entirety if this happens. Additional instructions and conditions are provided in the postal voting form.

For questions about the postal voting form, please contact Euroclear Sweden AB on telephone +46 (0)8 402 92 81 (Monday-Friday 9.00 am - 4.00 pm CET).

Voting by proxy

Shareholders who vote by post through a proxy must issue a written and dated power of attorney for the proxy signed by the shareholder. Proxy forms can be found on the Company's website www.group.skanska.com/ under the heading "Corporate Governance/AGM 2021". If the postal vote takes place with the support of a power of attorney, the power of attorney must be attached to the postal voting form. If the shareholder is a legal entity, a registration certificate or equivalent authorization documents must also be attached to the postal voting form.

The power of attorney is valid for a maximum of one year from the date of issue, unless the power of attorney states a longer period of validity, however, for a maximum of five years from the time of issue.

Shareholders' right to receive information

If requested by a shareholder and the Board deems that it can take place without causing significant damage to the Company, the Board and the CEO shall provide information about circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's or its subsidiaries' financial position and the Company's relation to other companies within the Group. Requests of such information must be submitted in writing to the Company no later than ten days before the Meeting, i.e. no later than Saturday March 20, 2021, to the address Skanska AB (publ), c/o the General Counsel, Warfvinges väg 25, SE-112 74 Stockholm, Sweden, or via e-mail to [email protected] ([email protected]).The information is provided by the Company by being kept available on the Company's website www.group.skanska.com/, under the heading "Corporate Governance/AGM 2021", and at the Company's offices on the address stated above no later than Thursday March 25, 2021. The information will be sent to shareholders having requested it and stated their address.

Proposed agenda

1. Election of Chairman of the Meeting.
2. Election of two persons to verify the minutes together with the Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Determination of whether the Meeting has been duly convened.
6. Presentation of the annual report and auditors' report for 2020 and the consolidated accounts and the auditors' report on the consolidated accounts for 2020, as well as the auditor's statement regarding the application of guidelines for salary and other remuneration to senior executives which have applied since the previous Annual General Meeting.
7. Resolution on adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet.
8. Resolution on the dispositions of the Company's results pursuant to the adopted balance sheet and determination of the record date for dividend.
9. Resolution on discharge from liability of the members of the Board and the CEO for the administration of the Company in 2020.
10. Determination of the number of members of the Board and deputy members to be elected by the Meeting and the number of auditors and deputy auditors.
11. Determination of the fees payable to members of the Board elected by the Meeting and to the auditor.
12. Election of members of the Board and deputy members and election of the Chairman of the Board.

A. election of Board member:                             Hans Biörck (re-election)      
B. election of Board member:                             Pär Boman (re-election)       
C. election of Board member:                             Jan Gurander (re-election)
D. election of Board member:                             Fredrik Lundberg (re-election)
E. election of Board member:                             Catherine Marcus (re-election)
F. election of Board member:                             Jayne McGivern (re-election)
G. election of Board member:                             Åsa Söderström Winberg (re-election)
H. election of the Chairman of the Board:            Hans Biörck (re-election)      

13. Election of auditor.
14. Resolution on approval of the remuneration report for 2020.
15. Decision to authorize the Board to resolve on acquisition of own Series B shares in Skanska on a regulated market.
16. Resolution on amendments to the Articles of Association.

Resolutions proposed by the Nomination Committee

The Nomination Committee, appointed in accordance with the instruction for the Nomination Committee resolved by the Annual General Meeting 2018, consisting of the Chairman of the Committee, Helena Stjernholm (AB Industrivärden), Mats Guldbrand (L E Lundbergföretagen AB), Dick Bergqvist (AMF), Jan Andersson (Swedbank Robur Funds) and Hans Biörck (Chairman of the Board) proposes the following.

Item 1 - Chairman of the Meeting

The Nomination Committee proposes that attorney Andreas Steen is elected Chairman of the Meeting, or in the event he is prevented from attending, a person the Nomination Committee appoints instead.

Item 10 - Number of members of the Board and deputy members to be elected by the Meeting and number of auditors and deputy auditors

The Nomination Committee proposes that the number of members of the Board elected by the Meeting shall be seven and that no deputies be elected, and that one registered accounting firm be elected as auditor with no deputy auditor.

Item 11 - Fees payable to members of the Board elected by the Meeting and to the auditor

The Nomination Committee proposes that fees to non-employee members of the Board elected by the Meeting and non-employee members of the committees of the Board elected by the Meeting be paid as follows until the end of the Annual General Meeting 2022: SEK 2,175,000 to the Chairman of the Board (2020: 2,100,000), SEK 725,000 each to the other board members (2020: 700,000), SEK 260,000 to the Chairman of the Audit Committee (2020: SEK 230,000) and SEK 185,000 each to the other committee members (2020: SEK 165,000), SEK 112,000 to the Chairman of the Compensation Committee (2020: 110,000) and SEK 107,000 each to the other committee members (2020: 105,000), and SEK 215,000 to the Chairman of the Project Review Committee and to each of the other committee members (2020: SEK 210,000). This implies a proposed increase of the total remuneration of 4% (2020; 0%).

The Nomination Committee also proposes, like previous years, that the auditor fees shall be paid against approved account.

Item 12 - Election of members of the Board and deputy members and election of the Chairman of the Board

The Nomination Committee proposes for the period until the end of the Annual General Meeting 2022:
  • Re-election of Hans Biörck, Pär Boman, Jan Gurander, Fredrik Lundberg, Catherine Marcus, Jayne McGivern and Åsa Söderström Winberg as members of the Board.
  • Re-election of Hans Biörck as Chairman of the Board.

The Nomination Committee's motivated statement and information about the proposed members of the Board are available on the Company's website www.group.skanska.com/ under the heading "Corporate Governance/AGM 2021".

Item 13 - Election of auditor

The Nomination Committee proposes, in accordance with the recommendation by the Audit Committee, re-election of the registered accounting firm Ernst & Young AB as the Company's external auditor for the period until the end of the Annual General Meeting 2022.

Resolutions proposed by the Board

Item 2 - Election of two persons to verify the minutes together with the Chairman of the Meeting

The Board proposes that Helena Stjernholm, AB Industrivärden, and Mats Guldbrand, L E Lundbergföretagen AB, be appointed persons to verify the minutes together with the Chairman of the Meeting, or in the event one or both of them are prevented from doing so, the person or persons the CEO appoints instead. The persons appointed to verify the minutes shall, apart from approving the minutes of the Meeting together with the Chairman of the Meeting, check the voting list and that the result of received votes are correctly reflected in the minutes of the Meeting.

Item 3 - Preparation and approval of the voting list

The voting list that is proposed for approval is the voting list prepared by Euroclear Sweden AB on behalf of the Company, based on the shareholders register for the Meeting and postal votes received, and approved by the persons appointed to verify the minutes.

Item 8 - Dividend and record date

The Board proposes a dividend for 2020 of SEK 9.50 per share, of which SEK 6.50 per share as ordinary dividend and SEK 3.00 per share as extraordinary dividend. The Board proposes Tuesday April 1, 2021, as the record date for receiving dividend. If the Meeting resolves in accordance with the Board's proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Thursday April 8, 2021.

Item 14 - Approval of the remuneration report for 2020

The Board proposes that the Meeting resolves to approve the Board's report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Item 15 - Decision to authorize the Board to resolve on acquisitions of own Series B shares in Skanska on a regulated market

Background

The Annual General Meeting on March 28, 2019, resolved in accordance with the Board's proposal on a long-term employee ownership program for the financial years 2020, 2021 and 2022, respectively (each an "Annual Program") for permanent employees in the Skanska Group (Skanska Employee Ownership Program, "Seop 5"); that a maximum of 12,000,000 own Series B shares may be transferred free of charge to participants in Seop 5 at the time and on the other terms that participants in Seop 5 are entitled to acquire shares; that each Annual Program may comprise no more than 4,000,000 Series B shares in Skanska; and that transfers may be made of Series B shares in Skanska (i) which have previously been acquired to secure Skanska's obligations under earlier Skanska Employee Ownership Programs but which are no longer required for such purpose, (ii) which have been acquired in accordance with the authorization given by the Annual General Meeting on March 28, 2019, and (iii) which are acquired under future authorizations to acquire Series B shares in Skanska.

Information on Seop 5, including the conditions which the outcome depends on, is available on the Company's website www.group.skanska.com/ under the heading "Corporate Governance/Incentive programs". Information on costs of the Skanska Employee Ownership Programs, etc. is available in note 37 in the annual and sustainability report for the financial year 2020.

Proposal

For the purpose of securing deliveries of Series B shares to participants in Seop 5 on the terms and conditions adopted by the Annual General Meeting on March 28, 2019, the Board proposes that the Meeting resolves to authorize the Board to resolve on acquisitions of own Series B shares in Skanska on the following terms and conditions.

a. Acquisitions of Series B shares in Skanska may only be effected on Nasdaq Stockholm.
b. The authorization may be exercised on one or several occasions, however at the latest until the Annual General Meeting 2022.
c. No more than 1,200,000 Series B shares in Skanska may be acquired to secure delivery of shares to participants in Seop 5.
d. Acquisitions of Series B shares in Skanska on Nasdaq Stockholm may only be made at a price within the from time to time applicable range of prices (spread) on Nasdaq Stockholm, meaning the interval between the highest purchase price and the lowest selling price.

The Board has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

The Board intends to revert to the Annual General Meeting 2022 with proposals to authorize the Board to resolve on additional acquisitions of own Series B shares, for transfers to participants in Seop 5.

Item 16 - Amendments to the Articles of Association

The Board proposes that the Meeting resolves to amend the Articles of Association. A new section is proposed to be inserted in the Articles of Association allowing the Board to collect proxies in accordance with the procedure stated in Chapter 7, Section 4, paragraph 2 of the Swedish Companies Act, to decide that shareholders shall be entitled to exercise their voting rights by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act and to resolve that persons not being shareholders of the Company shall be entitled, on the conditions stipulated by the Board, to attend or in any other manner follow the proceedings at a General Meeting. Further, a number of amendments are proposed due to changes in applicable rules, etc. The proposed amendments are set out below.

Current wording Proposed wording
§ 1The registered § 1The registered business name of the Company is
name of the Company Skanska AB. The Company is a public company (publ).
is Skanska AB. The
Company is a public
company (publ).
§ 2The object of the § 2The object of the Company's operation is - directly
Company's operation or through subsidiaries indirectly - to conduct
is - directly or operations focused on the areas of construction,
through subsidiaries development of and investment in residential properties,
- to conduct commercial properties and infrastructure, as well as
operations focused asset management - but not operations mandated by the
on the areas of Banking and Financing Business Act (2004:297) - and
construction, pursue other operations related to the above.
development of and
investment in
residential
properties,
commercial
properties and
infrastructure, as
well as asset
management - but not
operations mandated
by the Banking and
Financing Business
Act (2004:297) - and
pursue other
operations related
to the above.
§ 6The Board of § 6The Board of Directors, with regard to members
Directors, with elected by shareholders at a General Meeting, shall
regard to members consist of not fewer than five and not more than ten
elected by members, with not more than three deputies.
shareholders at a
General Meeting,
shall consist of not
fewer than five and
not more than ten
members, with not
more than three
deputies.
§ 9A General Meeting § 9A General Meeting shall be held in Solna, Malmö,
shall be held in Stockholm or Gothenburg.Notice of a General Meeting
Solna, Malmö, shall be provided in the form of announcements in the
Stockholm or Swedish Official Gazette (Post- och Inrikes Tidningar)
Gothenburg.Notice of and on the Company's website. Notice that this has been
a General Meeting done shall be made in a separate notice in Dagens
shall be provided in Nyheter and, in addition, in not less than one other
the form of daily newspaper.Notice of Annual General Meetings and
announcements in the Special General Meetings of shareholders, at which
Swedish Official proposed changes to the Articles of Association will be
Gazette (Post- och addressed, shall be announced not more than six weeks
Inrikes Tidningar) and not less than four weeks prior to the meetings.
and on the Company's Notice of other Special General Meetings of shareholders
website. Notice that shall be announced not more than six weeks and not less
this has been done than three weeks prior to the meetings.To be entitled to
shall be made in a participate in the business of a General Meeting,
separate notice in shareholders shall notify their intention to the Company
Dagens Nyheter and, not later than on the day stipulated in the notice
in addition, in not convening the General Meeting. The latter mentioned day
less than one other must not be a Sunday, any other public holiday, a
daily Saturday, Midsummer's Eve, Christmas Eve or New Year's
newspaper.Notice of Eve and must not be more than the five weekdays before
Annual General the Meeting.Shareholders attending the Annual General
Meetings and Special Meeting are entitled to bring one or two assistants, but
General Meetings of only if the shareholder has notified the Company of such
shareholders, at in accordance with stipulations of this paragraph. A
which proposed shareholder may be accompanied by advisors at a General
changes to the Meeting only where the shareholder has given the Company
Articles of notice of the number of advisors (not more than two) in
Association will be the manner stated in the previous paragraph.
addressed, shall be
announced not more
than six weeks and
not less than four
weeks prior to the
meetings. Notice of
other Special
General Meetings of
shareholders shall
be announced not
more than six weeks
and not less than
three weeks prior to
the meetings.To be
entitled to
participate in the
business of a
General Meeting,
shareholders shall
notify their
intention to the
Company not later
than on the day
stipulated in the
notice convening the
General Meeting. The
latter mentioned day
must not be a
Sunday, any other
public holiday, a
Saturday,
Midsummer's Eve,
Christmas Eve or New
Year's Eve and must
not be more than the
five weekdays before
the
Meeting.Shareholders
attending the Annual
General Meeting are
entitled to bring
one or two
assistants, but only
if the shareholder
has notified the
Company of such in
accordance with
stipulations of this
paragraph.
§ 11The following § 11The following items of business shall be addressed
items of business at the Annual General Meeting:a) Election of Chairman of
shall be addressed the Meeting;b) Preparation and approval of the list of
at the Annual shareholders entitled to vote at the Meeting;c) Approval
General Meeting:a) of agenda for the Meeting;d) Election of two persons to
Election of Chairman check the minutes, in addition to the Chairman;e)
of the Meeting;b) Determination of whether the Meeting has been duly
Preparation and convened;f) Presentation of the annual report and
approval of the list auditors' report, the consolidated financial report and
of shareholders auditors' report on the consolidated financial report;g)
entitled to vote at Motions concerning1) adoption of the income statement
the Meeting;c) and balance sheet and the consolidated income statement
Approval of agenda and consolidated balance sheet;2) disposition of the
for the Meeting;d) Company's profit or loss as shown in the balance
Election of two sheet;3) discharge of the members of the Board of
persons to check the Directors and the President from personal liability
minutes, in addition towards the Company for the fiscal year;h) Decision on
to the Chairman;e) the number of Board members and deputy members and, if
Determination of applicable, the number of auditors and, if applicable,
whether the Meeting deputy auditors;i) Decision on fees to be paid to Board
has been duly members and, if applicable, auditors;j) Election of
convened;f) Board members and deputy members and, if applicable,
Presentation of the auditors and, if applicable, deputy auditors;k) Other
annual report and business to be addressed by the Meeting in accordance
auditors' report, with the Swedish Companies Act and the Company's
the consolidated Articles of Association.
financial report and
auditors' report on
the consolidated
financial report;g)
Motions concerning1)
adoption of the
income statement and
balance sheet and
the consolidated
income statement and
consolidated balance
sheet;2) disposition
of the Company's
profit or loss as
shown in the balance
sheet;3) discharge
of the members of
the Board of
Directors and the
President from
personal liability
towards the Company
for the fiscal
year;h) Decision on
the number of Board
members and deputy
members and, if
applicable, the
number of auditors
and deputy
auditors;i) Decision
on fees to be paid
to Board members
and, if applicable,
auditors;j) Election
of Board members and
deputy members and,
if applicable,
auditors and deputy
auditors;k) Other
business to be
addressed by the
Meeting in
accordance with the
Swedish Companies
Act and the
Company's Articles
of Association.
§ 12The Board of Directors may collect proxies pursuant
to the procedure stated in Chapter 7, Section 4, second
paragraph of the Swedish Companies Act (2005:551). The
Board of Directors may decide before a General Meeting
that the shareholders shall be entitled to exercise
their voting rights before the General Meeting by post
pursuant to the procedure stated in Chapter 7, Section 4
a of the Swedish Companies Act (2005:551).The Board of
Directors may resolve that persons not being
shareholders of the Company shall be entitled, on the
conditions stipulated by the Board of Directors, to
attend or in any other manner follow the proceedings at
a General Meeting.
§ 12The Company's § 12 13The Company's shares shall be registered in a
shares shall be Central Securities Depositary Register pursuant to the
registered in a Swedish Central Securities Depositories and Financial
Central Securities Instruments Accounts Act (1998:1479).
Depositary Register
pursuant to the
Financial
Instruments Act
(1998:1479).

Majority requirements

The Meeting's resolution according to the Board's motion under item 15 and 16 on the agenda requires that shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the Meeting approve the resolution.

Complete proposals, etc.

Complete proposals for resolutions on item 1-4 and 10-16 on the agenda are set forth above. The following documents will be available at the Company's offices, Warfvinges väg 25, SE-112 74 Stockholm, Sweden, and on the Company's website www.group.skanska.com/, under the heading "Corporate Governance/AGM 2021", as of Tuesday February 23, 2021:
  • the Nomination Committee's motivated statement including a description of the work of the Nomination Committee before the Meeting,
  • information on the proposed board members, and
  • the Board's statement according to Chapter 19, Section 22 of the Swedish Companies Act regarding item 15 on the agenda.
The following documents will be available at the Company's offices, Warfvinges väg 25, SE-112 74 Stockholm, Sweden, and on the Company's website www.group.skanska.com/, under the heading "Corporate Governance/AGM 2021", as of Tuesday March 9, 2021:
  • annual and sustainability report including auditor's report for the financial year 2020 and the Board's complete proposal on disposition of earnings (regarding item 8 on the agenda) and the Board's statement according to Chapter 18, Section 4 of the Swedish Companies Act,
  • the Board's remuneration report for 2020 regarding item 14 on the agenda, and
  • auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the application of guidelines for salary and other remuneration to senior executives.

The documents are presented by keeping them available at the Company's offices and on the Company's website. The documents will also be sent to shareholders who so request and state their address.

The Company's share ledger will be provided at the Company's head office, Warfvinges väg 25, SE-112 74 Stockholm, Sweden.

Shares and votes

At the time of issuance of this notice the total number of shares in the Company amounts to 419,903,072 of which 19,684,564 shares of Series A (ten votes per share) and 400,218,508 of Series B (one vote per share). As per the same date the Company's own shares amounted to 7,482,381 shares of series B, amounting to 7,482,381 votes in the Company. The Company must not vote for its own shares.

Processing of personal data

For information on how your personal data is processed, see the privacy notice available on the Company's website www.group.skanska.com/ under the heading "Corporate Governance/AGM 2021".

_____________________

Stockholm, February 2021

Skanska AB (publ)
The Board of Directors

Skanska is one of the world's leading construction and project development companies, with a compelling offer and a solid business model that creates sustainable futures for customers and communities as well as creates value for shareholders.