The extraordinary general meeting of Rejlers AB (publ), reg. no. 556349-8426 ("Rejlers" or the "Company"), was held on 19 October 2026 at 10:00 CEST and adopted, in essence, the following resolutions.
Resolution on amendment of the articles of association (the limits for the share capital and the number of shares and collection of proxies and postal voting) (item 7)
The extraordinary general meeting resolved to amend Sections 4 and 5 of the articles of association to change the limits for the share capital and number of shares and to introduce a new Section 14, "Collection of proxies and postal voting". The share capital shall amount to not less than SEK 45,000,000 and not more than SEK 180,000,000. The total number of shares shall be not less than 22,500,000 and not more than 90,000,000. Up to 13,500,000 class A shares may be issued, each carrying ten (10) votes. Class B shares may be issued up to a number corresponding to not more than one hundred (100) per cent of the entire share capital, each carrying one (1) vote. New Section 14 entitles the board of directors to collect proxies at the Company's expense in accordance with Chapter 7, Section 4, second paragraph of the Swedish Companies Act and to resolve on postal voting before a general meeting.
Resolution on approval of the Merger Plan (item 8)
In connection with the proposed merger between Rejlers and Multiconsult ASA ("Multiconsult") (the "Merger"), the extraordinary general meeting resolved to approve the merger plan dated and signed on 7 September 2026 and jointly adopted by the boards of directors of Rejlers and Multiconsult (the "Merger Plan"). The Merger Plan was registered with the Swedish Companies Registration Office on 11 September 2026, and notice thereof was published on 15 September 2026. The Merger is a cross-border merger under Chapter 23, Section 36 of the Swedish Companies Act (Sw. aktiebolagslagen) and Chapter 13, Part VII of the Norwegian Public Limited Liability Companies Act (Nw. allmennaksjeloven), to be effected by absorption with Rejlers as transferee and Multiconsult as transferor. Multiconsult shall be dissolved without liquidation, and all its assets, rights and liabilities shall transfer to Rejlers by universal succession upon completion of the Merger. The combined company shall be named Multiconsult Rejlers AB (publ). According to the Merger Plan, each Multiconsult share entitles the holder to 0.9725 new class B Rejlers shares, corresponding to 389 new class B shares for every 400 Multiconsult shares, subject to the adjustment mechanism described in the Merger Plan (the "Merger Consideration"). Settlement of the Merger Consideration will take place following the Swedish Companies Registration Office's registration of the Merger.
Resolution on amendment of the articles of association (company name) (item 9)
The extraordinary general meeting resolved to amend Section 1 of the articles of association so that the Company's registered company name is changed from Rejlers AB (publ) to Multiconsult Rejlers AB (publ). The amendment is conditional upon registration of the Merger with the Swedish Companies Registration Office and will be registered simultaneously with the Merger.
Authorisation for the board of directors to resolve on new issues of class B shares to pay the Merger Consideration (item 10)
The extraordinary general meeting resolved to authorise the board of directors, on one or more occasions until the next annual general meeting, to resolve, with deviation from the shareholders' preferential rights, on new issues of class B shares as Merger Consideration to the shareholders of Multiconsult in accordance with the Merger Plan. The purpose of the authorisation and the deviation from the shareholders' preferential rights is to enable payment of the Merger Consideration.
Resolution on the number of board members, board remuneration and election of board members and the chair of the board (item 11)
The extraordinary general meeting resolved, in accordance with the nomination committees' proposal, that the board of directors, for the period until the end of the next annual general meeting, shall consist of six (6) members elected by the general meeting without deputies. Peter Rejler, Johan Lannebo and Martina Rejler were re-elected and Jone Torstensen, Eva Kristensen and Tove Raanes were elected as board members. Peter Rejler was re-elected as chair of the board. The new board of directors will take office in connection with the Swedish Companies Registration Office's registration of the Merger.
It was further resolved that the remuneration resolved by Rejlers' annual general meeting on 29 April 2026 shall continue to apply to the existing Rejlers board members Peter Rejler (chair), Johan Lannebo and Martina Rejler, with SEK 966,000 to the chair and SEK 347,000 to each of the other members. The existing Multiconsult board members Jone Torstensen, Eva Kristensen and Tove Raanes shall receive remuneration corresponding to that resolved by Multiconsult's annual general meeting on 16 April 2026, of NOK 360,000 each. The remuneration is paid on an annual basis and is reduced proportionally to reflect that the new members will not serve for the entire term of office. Remuneration for committee work is unchanged in accordance with the resolution of Rejlers' annual general meeting and amounts to SEK 116,000 to the chair of the audit committee and SEK 69,000 to each of the other members of the audit committee, and SEK 58,000 to the chair of the remuneration committee and SEK 35,000 to each of the other members of the remuneration committee.
Resolution on temporary amendment of the instruction for the nomination committee (item 12)
The extraordinary general meeting resolved on a temporary amendment to the instruction for the nomination committee ahead of the 2027 annual general meeting. The amendment shall take effect upon registration of the Merger with the Swedish Companies Registration Office. The nomination committee shall consist of three members: Arnor Jensen, representing Stiftelsen Multiconsult, as chair; Lisa Rejler, chair of Rejlers' current nomination committee and representing the Rejler family; and one member appointed by the third largest shareholder in the combined company following registration of the Merger, counted after the Rejler family and Stiftelsen Multiconsult. The composition is based on the ownership in the Company immediately following registration of the Merger with the Swedish Companies Registration Office. The amendment applies only to the nomination committee ahead of the 2027 annual general meeting; thereafter, the instruction applies in its ordinary wording.
Other
The resolutions under items 8-12 are conditional upon each other. The resolutions under items 8, 9, 11 and 12 are also conditional upon registration of the Merger with the Swedish Companies Registration Office.
Multiconsult's extraordinary general meeting to resolve on approval of the Merger Plan will be held on 19 October 2026 at 14:00 CEST. Following the meeting, Multiconsult will publish a bulletin setting out the resolutions adopted by the meeting.
The employee representatives on the board of directors of the combined company will be appointed under the procedure set out in the Swedish Act (2008:9) on Employee Participation in Cross-Border Mergers, Divisions and Conversions. The procedure has been initiated and the employee representatives are expected to be appointed in connection with completion of the Merger.
For further information, please contact:
Viktor Svensson, President and CEO, Rejlers Group, +46 70 657 20 26, viktor.svensson@rejlers.se
Anna Jennehov, CFO, Rejlers Group, +46 73 074 06 70, anna.jennehov@rejlers.se
This information is information that Rejlers AB (publ) is obliged to make public pursuant to Nasdaq Stockholm's Rulebook for Issuers. The information was submitted for publication, through the agency of the contact persons above, on 19 October 2026 at 10:45 CEST.
About Rejlers
Rejlers is one of the leading engineering consultancies with operations in Sweden, Finland, Norway and the United Arab Emirates. We are 3,600 experts with cutting-edge expertise in energy, industry, buildings, infrastructure and defence. Rejlers acts as a catalyst for sustainable transition and we help our clients meet the challenges of the future. The vision "Home of the Learning Minds" guides the entire Group. In 2025, Rejlers had a turnover of SEK 4.7 billion. The Company's class B share is listed on Mid Cap, Nasdaq Stockholm. For more information, visit www.rejlers.com.
