Shareholders of the Rejlerkoncernen AB (publ), 556349-8426, are hereby called to attend the Annual General Meeting (AGM) of Shareholders on Wednesday, 2 May, 2012, at 5 p.m. in Lindhagens Conference Centre, Lindhagensgatan 126, in Stockholm.
Registration of shareholders will start at 4.30 p.m.
Shareholders registered in the shareholder's register maintained by Euroclear Sweden AB no later than Wednesday, 25 April are entitled to participate in the General Meeting. Shareholders who have elected to use a fund manager for their shareholding must temporarily re-register their shares in their own name if they wish to exercise the right to participate in the Annual General Meeting. Shareholders must inform the fund manager of this in plenty of time before 25 April, 2012.
Shareholders who wish to participate in the AGM must confirm their intention to attend no later than 4 p.m. Wednesday, 25 April, 2012, by telephone on +46 8 692 10 01, by e-mail: email@example.com (mailto:firstname.lastname@example.org) or in writing to Rejlerkoncernen AB at the address:
Annual General Meeting
Rejlerkoncernen AB (publ)
SE-104 25 Stockholm, Sweden
When registering, the name, personal/corporate ID number, address and telephone number as well as the number of shares represented must be stated and also possible assistants (max 2). Shareholders represented by proxy must issue authorisation for their representative. The authorisation should be sent to the company at the address below well in advance of the AGM. If the authorisation is issued by a legal entity, a certified copy of the proof of registration for the legal entity must be attached.
- Opening of the meeting and the election of a chairperson for the meeting
- Election of two persons to check the minutes of the meeting
- The drawing up and approval of the voting list
- Approval of the agenda
- Confirmation that the AGM was duly convened
- Presentation of the annual and the auditors' reports as well as the consolidated accounts and the Group's audit report
- The CEO's statement
- The passing of resolutions on:
a) adopting the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for 2009.
b) appropriation of the company's profit as per the adopted balance sheets and as of the balancing day
c) discharge of the Board and the CEO from liability for 2009.
- Determination of the number of Board Members, deputies when relevant and auditors
- Determination of the Board's remuneration and the auditors' fees
- Election of the Chairman of the Board, vice-chairman, Board Members and where appropriate deputies
- Election of auditors
- Proposal for a resolution on the establishment of a Nomination Committee
- Proposal to authorise the Board to decide on the issue of new shares
- Guidelines for the remuneration of executives
- Presentation of Eva Nygren, new President and CEO
- Other issues
- Closure of the meeting
Item 1. Election of chairperson for the meeting
The Nomination Committee proposes that Ivar Verner be elected to chair the meeting.
Item 9. Determination of the number of Board Members and deputies when relevant
The Nomination Committee proposes a board comprised of unchanged eight meeting elected members and no deputies.
Item 10. Determination of the Board's remuneration and the auditors' fees
The Nomination Committee proposes an unchanged remuneration of SEK 300,000 to the Chairman of the Board, and to the Vice Chairman SEK 300,000 (see item 11 below) and also SEK 140,000 to each other board members (not employee representatives). In addition, a total of SEK 240,000 is earmarked for any committee work with each of the Board formed committees to dispose of maximum SEK 80,000. In addition to the current audit committee, the Board has requested a possibility to form a compensation committee and an investment / acquisition committee. It is proposed that the remuneration to the auditors be settled against verified invoices.
Item 11. Election of the Chairman of the Board, vice-chairman, Board Members and ev. deputies
The Nomination Committee proposes the election of Peter Rejler as the Chairman of the Board and the current chairman, Ivar Verner, elected as vice chairman.The Nomination Committee proposes the re-election of Åsa Landén Ericsson, Åsa Söderström Jerring, Lauri Valkonen, Thord Wilkne, Jan Samuelsson and Anders Jonsson as Board Members.
Item12. Election of auditors
The Nomination Committee proposes the re-election of PwC as auditor for one year. PwC has announced that approved auditor Lars Wennberg will be the principal auditor.
Item 13. Proposal for a resolution on the establishment of a Nomination Committee
The Nomination Committee propose that the AGM resolves to appoint a Nomination Committee with the task of preparing proposals for the election of Board Members and auditors as well as remuneration for these prior to future AGMs.
Every year and no later than the end of the third quarter, the Chairman of the Board must call a meeting of the three largest shareholders in the company, each of which is then entitled to select a representative. If any of these shareholders decline to select a representative, the Chairman shall then consult with the next largest shareholder. However, the Chairman only needs to ask, at most, the six largest shareholders. If, in spite of this, the Nomination Committee does not contain at least three members, the Nomination Committee may itself select the appropriate number of members.
Board Members, the company's Managing Director and any other member of the company management shall not be eligible to sit on the Nomination Committee.
The Nomination Committee shall select a chairman at the constituting meeting. The composition of the Nomination Committee must be announced as soon as possible, though no later than six months prior to the Annual General Meeting. If there is a significant change in the ownership, after the Nomination Committee has been appointed and the Committee has a member appointed by a shareholder who has reduced its holdings, this member will resign from the Nomination Committee. The Chairman of the Nomination Committee shall thereafter consult the shareholders in accordance with the above policy.
Item 14. Proposal to authorise the Board to decide on the issue of new share
It is proposed that the AGM resolves to authorise the Board to decide on the issue of new shares up to a maximum of 1, 000,000 class B shares without preferential rights for existing shareholders. The authorisation shall apply on one or more occasion up until the next AGM and it shall be possible to issue the shares against offsetting or against capital contributed in kind. In the event of the full utilisation, the authorisation is equivalent to dilution of 8.1 percent of the capital and 4.2 percent of the votes.
In order for the resolution to be approved requires that at least 2/3 of the votes and shares present must approve the proposal.
Item 15. Guidelines for the remuneration of executives
The Board proposes the following guidelines for the remuneration of the Managing Director and other senior executives. Other senior executives mean members of the Group management.
The aim of Rejlers' remuneration policy for company management is to offer a package that will attract and retain qualified expertise for Rejlers. Generally speaking, Rejlers does not offer any benefits greater than those that constitute local practice.
The remuneration of the Managing Director and other senior executives shall be at the market rate and consist of a basic salary, variable remuneration, pensions and, in certain cases, other benefits. The variable remuneration is limited to no more than 60 percent of the basic salary.
The variable remuneration is primarily based on the Group's profit and the individually attained result in relation to the quantitative and qualitative goals set. The pensionable age for the Managing Director and the company as a whole is 65. The pension is contribution-based and no pension commitments exist over and above the pension premiums paid. The general pension plan applies for other senior executives, either via the ITP plan or through individual occupational pension insurance within the framework of ITP.
A mutual notice period of 12 months will apply between the company and the Managing Director. A mutual notice period of 6-12 months will apply between the company and other senior executives. The Board proposes that the Board be given the right to deviate from the above proposed guidelines should there be special cause to do so in individual cases.
Shareholders representing 66.1 percent of the votes and 36.4 percent of the shares in the company support the Nomination Committee's proposal in accordance with items 1, 9-13 as well as the Board's proposal in accordance with items 14-15.
The number of shares in the company amount to 11,321,721 and the number of votes in the company amount to 22,582,971, divided into 1,251,250 Class A shares and 10,070,471 Class B shares. The Company holds no treasury shares.
The annual report and the audit report are available on the company's website, www.rejlers.com (http://www.rejlers.com). Copies will be sent by mail to shareholders who so request and provide a name and mailing address in accordance with the above.
Stockholm, March 2012
REJLERKONCERNEN AB (publ)
Board of Directors
For further information:
Peter Rejler; President and CEO, +46 70 602 34 24, e-mail: email@example.com (mailto:firstname.lastname@example.org)
Lars Solin; EVP and CFO, +46 73 386 15 20, e-mail: email@example.com (mailto:firstname.lastname@example.org)
Rejlers is a Nordic expertise group within electro-technology, energy, mechanics, automation, electronics, IT and telecommunications. Rejlers' shares are listed on the NASDAQ OMX Stock Exchange.
Rejlers 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 08.00 on 2 April 2012.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Rejlers via Thomson Reuters ONE