Statement from the Board of Peab Industri AB regarding Peab AB's offer

Statement from the Board of Peab Industri AB regarding Peab AB's offer 

Peab AB (publ) (”Peab”) has in a press release dated November 10, 2008,
announced an offer to acquire all shares and convertibles in Peab Industri AB
(publ) (the ”Offer”). Further to OMX Nordic Exchange Stockholm AB's rules
concerning public takeover offers in the stock market (”the Takeover Rules”) the
board through its independent members (the ”Board”) of Peab Industri AB (publ)
(“Peab Industri”) issues below statement. ¹

The Board has, in accordance with the Takeover Rules, obtained a valuation
report, a so called fairness opinion. The report indicates that when the
initiators proposal was made public, the Offer concerning shares and
consideration for them would per October 15, 2008, probably have been deemed
fair from a financial perspective, but the prerequisites in the stock market
have thereafter changed and the conclusion in the report is that as per November
21, 2008, the Offer concerning shares and consideration for them was not fair
from a financial perspective. 

In light of the above, the Board recommends the shareholders in Peab Industri
not to accept the Offer concerning the shares. The Board, however, recommends
holders of convertibles in Peab Industri to accept the Offer concerning
convertibles.

Background
Peab offers three new iclass A shares in Peab for two class A shares in Peab
Industri, and three new class B shares in Peab for two class B shares in Peab
Industri. The Offer entailed a bid premium of approximately 25 percent based on
the latest price paid for each company's class B share on October 14, 2008,which was the day before the day that the initiators of the Offer made their
plans public. The Offer entailed a bid premium of approximately 22 percent based
on the average latest price paid for each company's class B share during the
last 10 trading days before October 15, 2008. The Offer entails a bid premium of
approximately 6 percent based on the latest price paid for each company's class
B share on November 21, 2008, and entailed a bid premium of approximately 3
percent based on the average latest price paid for each company's class B share
during the last 10 trading days before November 10, 2008. 


¹  Note: This is a translation into the English language of the original
statement and its attachments in the Swedish language. In case of any
discrepancy them between, the Swedish versions shall prevail. 
Peab also offers SEK 66.15 in cash for each convertible issued by Peab Industri,
which corresponds to the nominal amount including accrued interest for the
convertible. 

Shareholders corresponding to approximately 71 percent of the votes and
approximately 42 percent of the share capital in Peab Industri have committed
themselves to accept the Offer. The acceptance period started on November 13 and
runs to December 3, 2008. The Offer is among other things conditional upon that
it is accepted to such extent that Peab becomes the owner of more than 90
percent of the total number of shares in Peab Industri. 

The Board has taken notice of the information in Peab's offer document which was
drawn up in view of the Offer that was issued on November 10, 2008. 

Statement
On October 15, 2008, the Board made the assessment that the Offer at the time of
the announcement of the initiators' intention appeared to be of interest to the
shareholders and the holders of convertibles in Peab Industri, particularly when
considering the market situation that each company may face in the current
general economy. The Board however observes that the stock market thereafter has
been characterized by very high volatility, and that no investor on October 15,
2008, could reasonably have predicted such development. Since the announcement
of the planned Offer, the market price for Peab's share has had a negative
development of approximately 55 percent. This means that the value of the Offer
concerning the shares has correspondingly decreased in value and today falls
below the latest price paid for Peab Industri's class B share on October 14,
2008, with approximately 43 percent. During the same period, Affärsvärlden's
General Index has dropped by approximately 19 percent and during the same
period, Affärsvärlden's Building and Construction related Index has dropped by
approximately 28 percent.  

According to clause III.3 of the Takeover Rules, the Board's recommendation
shall be preceded by an evaluation of the Offer and the consideration. Prior to
its statement, the Board has therefore obtained a so called fairness opinion
from an independent financial advisor. A fairness opinion is typically based on
the company being evaluated in a stand-alone observation that presupposes that
the company is continued to be operated in its current form. 

Evli Bank Plc (”Evli Bank”) has been engaged to issue a fairness opinion
concerning the Offer and the consideration (”Evli's Opinion”). In its
assignment, Evli Bank has considered public information and has had discussions
with the management of Peab and Peab Industri concerning historical and current
business operations, financial position, investment needs and future prospects
for each company. 

As regards the Offer concerning the shares and consideration for them, Evli Bank
has in the light of among other things recent stock market conditions, stated
that the Offer and the consideration at the
time of the assessment according to the Takeover Rules, i.e. per November 21
2008, is not fair from a financial perspective. As further set forth in Evli's
Opinion, Evli Bank made the assessment that it could have been probable that the
Offer concerning the shares and consideration for them per October 15, 2008 had
been deemed to be fair from a financial perspective, but that the stock market
conditions has changed thereafter and that the assessment per November 21, 2008
according to the Takeover Rules is different, i.e. that the Offer concerning the
shares and consideration for them is not fair from a financial perspective. 

As regards the Offer concerning the convertibles, Evli Bank, has however stated
that the Offer concerning the convertibles at the time of the assessment, i.e.
per November 21, 2008, is fair from a financial perspective. 

The Opinion from Evli Bank in its entirety is enclosed to this statement
(Appendix A). 

In order to further substantiate the assessment of the Offer and the
consideration, the Board has concluded that it serves the interest of
shareholders to also instruct SET Revisionsbyrå AB (”SET”) to review and
objectively assess Evli's Opinion. In its review, SET has come to the conclusion
that the methods, the assumptions, prognoses and calculations that Evli Bank has
used, do not depart from what SET would have applied when drawing up a fairness
opinion or from market practice in general with customary methods for assessment
of public offers that substantially consist of share-exchange offers. SET has
confirmed the assessment that the Offer concerning shares and the consideration
for them had been deemed to be fair per October 15, 2008, but also deemed that
Evli's Opinion per November 21, 2008 presents a true picture to the effect that
the Offer and the consideration for the shares in Peab Industri is now
insufficient from a financial perspective. In light of this, SET has made the
assessment that Evli Bank's conclusion is reasonable. 

The opinion from SET in its entirety is enclosed to this statement (Appendix B).

The Board does not consider that the Board in its statement according to clause
II.14 of the Takeover Rules can or should depart from the obtained valuation
report, a so called fairness opinion. According to above, a report indicates
that the Offer concerning shares and consideration for them per October 15, 2008
would probably have been deemed to be fair from a financial perspective, but the
prerequisites in the stock market have thereafter changed and the conclusion in
Evli's Opinion is that as per November 21, 2008, the Offer concerning shares and
consideration for them was not fair from a financial perspective. 

In light of the above, the Board of Peab Industri recommends the shareholders in
Peab Industri not to accept the Offer concerning shares. The Board, however,
recommends holders of convertibles in Peab Industri to accept the Offer
concerning convertibles.
Notwithstanding the Board's recommendation above, the Board wishes to draw the
shareholders' attention to the following conditions and risks, which are not
considered in Evli's Opinion, but which should also be observed by a shareholder
who contemplates not to accept the Offer concerning shares. 

- 	The Offer mainly consists of a share exchange offer, in which the value of
the consideration offered is important. The recent strong turbulence on the
stock market has complicated the assessment of the value of the consideration.
The share price in Peab has been subject to high volatility and will ultimately
be affected by a number of factors which are particularly difficult for Peab
Industri to assess in the current stock market situation. The Board does not in
this context have access to any more information regarding Peab than information
made public by Peab in the market.

- 	It cannot be ruled out that in a deteriorated general economy a merger could
make it possible to improve the group's financial position through co-ordinating
both companies financial resources (see further below under The effect of the
Offer on Peab Industri)

-	The ownership situation in Peab Industri has the risk of becoming more
concentrated after a realization of the Offer. By way of information, the Board
notes that this could be presumed to entail deteriorated liquidity in the PeabIndustri-share, which could negatively affect the share price in the future. By
way of information, the Board also notes that such ownership concentration could
mean that the shareholders distribution requirement for a listing on the Nordic
Exchange Stockholm AB could not be maintained, which could lead to a delisting
if the shareholders distribution requirement is not maintained. The Board
intends to, as long as the requirements are met, seek to maintain the listing of
Peab Industri's class B shares on the OMX Nordic Exchange Stockholm AB. 

-	Peab has in its offer document stated: ”As soon as possible after Peab's
acquisition of shares representing more than 90 percent of the shares in Peab
Industri, Peab intends to request compulsory redemption of the remaining shares
in Peab Industri in accordance with the Swedish Companies Act. In connection
therewith, Peab intends to seek a delisting of Peab Industri shares from OMX,
provided that such delisting may take place in accordance with applicable
Swedish laws and rules. Shareholders who choose not to accept the offer but to
remain as shareholders in Peab Industri should, in light of the above, note that
after a possible delisting no effective market for trading of Peab Industri's
shares will exist.”² By way of information, the Board notes that if a compulsory
redemption procedure has been preceded by a public offer, the cash consideration
shall according to the Swedish Companies Act as a general rule correspond to the
consideration that was offered in the take-over offer. The Board correspondingly
notes that in case of consideration in the form of listed shares as in the case
in question, the prevailing arbitration practice is that the consideration share
normally is valued to its average value (volume weighted average price) during
the entire offer period.

² Office translation of Peab's offer document. For further details of the Offer
see the translated Summary made available by Peab.  

The effect of the Offer on Peab Industri
In accordance with the Takeover Rules, the Board shall also, based on what Peab
has stated in the offer document, account for its opinion on the effect that the
realization of the Offer would have on Peab Industri, particularly as regards
employment, and for Peab's strategic plans for Peab Industri and the effects
that they may have on Peab Industri. In the offer document it is i.a. stated
that: 

”Peab does not, as a result of the acquisition, intend to carry out any
restructurings that could entail a reduction of the number of employees or
material changes of the employment conditions or employment on the locations
where Peab Industri conducts its business. It is Peab's assessment that the
competitiveness of both companies in the current market situation will be
strengthened and provide improved possibilities to increase the market shares on
the markets on which the companies operate.… A central administration for the
New group means further cost savings. The Board's assessment is that the yearly
co-ordination benefits will amount to approximately 10 million SEK as from
2009.”³

The Board notes that Peab has expressed that cost savings shall be possible to
carry out in Peab Industri without staff cuts resulting from the acquisition,
and that there are no fixed plans for material changes of employment conditions
or employment on the locations where Peab Industri operates. 

The Board shares the assessment made by Peab concerning the effects that a
realization of the Offer may have in that it can be possible to through a merger
improve the financial position of the group by co-ordinating the financial
resources of the two companies, which in a deteriorated general economy cannot
be ruled out as giving an improved competitiveness and improved possibilities to
increase the market shares nationally and internationally. A merger may also
entail a possibility to increase the degree of industrialization in the building
process. In addition to that, the Board has nothing to add regarding the effect
that a realization of the Offer would have on Peab Industri or regarding Peab's
strategic plans for Peab Industri and the expected effects that these may have
on employment and the locations where Peab Industri operates.  

Unanimity, the members' acceptance etc
The Board's decisions in the matter have been unanimous, and the chairman of the
board, Mats Paulsson, and board members Sara Karlsson, Fredrik Paulsson and Mats
O Paulsson have, due to a conflict of interest through holdings in Peab, not
participated in the handling process or in decisions. All other Board members
who themselves own shares or convertibles in Peab Industri have noticed  the
conditions in the Offer as well as the above mentioned conditions and risks,
whereafter they, notwithstanding the recommendation from the Board accounted for
above, on their own part as private individuals will accept to change Peab
Industri shares for Peab shares and to accept the Offer concerning convertibles.


³ Office translation of Peab's offer document. For further details of the Offer
see the translated Summary made available by Peab.


Ängelholm, 24 November, 2008

Peab Industri AB (publ)
The Board of Directors


For further information, please contact:
Jan Segerberg, member of the board Peab Industri, +46 431 44 96 04


Peab Industri AB discloses the information provided herein pursuant to the
Securities Markets Act and/or the Financial Instruments Trading Act. The
information was submitted for publication at 08.50 am on 24 November 2008.

Previous press releases from Peab Industri are available at
www.peabindustri.com.





Peab Industri is a leading producer of products and provider of services for the
Nordic construction and civil engineering market. The net sales exceed SEK 7
billion and the number of employees is approximately 2 400. Business is
conducted in Sweden, Norway and Finland. The share is listed on Nasdaq OMX
Stockholm. The main office is located in Ängelholm in Skåne, Sweden.