(REJL B)
Shareholders of Rejlerkoncernen AB (publ), 556349-8426 are hereby invited to
attend the Annual General Meeting on Thursday 2 May 2013, at 5 pm at Konferens
Lindhagen, Lindhagensgatan 126 in Stockholm.
Registration of shareholders will start at 4.30 pm.
Registration
Shareholders registered in the shareholders' register maintained by Euroclear
Sweden AB no later than Thursday 25 April 2013 are entitled to participate in
the Annual General Meeting. Shareholders whose shares are registered in the name
of a nominee ("in place of the shareholder") must temporarily re-register the
shares in their own name with their fund manager before 25 April 2013 in order
to participate in the Meeting. Shareholders must inform the fund manager of this
in plenty of time before Wednesday 25 April 2013.
Shareholders who wish to participate in the AGM must confirm their intention to
attend no later than 5 pm on Thursday 25 April 2013, by telephone on +46 (0)8
692 10 01, by e-mail (arsstamman@rejlers.se) or in writing to the following
address:
Annual General Meeting
Rejlerkoncernen AB (publ)
Box 30233
104 25 Stockholm
When registering, the name, personal/corporate ID number, address and telephone
number as well as the number of shares represented must be stated. 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.
Proposed agenda
1. Opening of the meeting and the election of a chairman for the meeting
2. Election of one or two persons to check the minutes of the meeting
3. The drawing up and approval of the voting list
4. Approval of the agenda
5. Confirmation that the AGM was duly convened
6. Presentation of the annual and the auditors' reports as well as the
consolidated accounts and the Group's audit report
7. The President's statement
8. 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 2012.
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 President from liability for 2012.
9. Proposal for a resolution to amend the Articles of Association
10. Resolution on the number of Board Members, deputies where relevant, and
auditors
11. Determination of the Board's remuneration and the auditors' fees
12. Election of the Chairman of the Board, Board Members and where appropriate
deputies
13. Election of auditors
14. Proposal for a resolution on the establishment of a Nomination Committee
15. Proposal to authorise the Board to decide on the issue of new shares
16. Proposal for a resolution on guidelines for the salaries and other
remuneration of senior executives
17. Any Other Business
18. Closure of the meeting
Item 1 Election of chairman for the meeting
The Nomination Committee, consisting of Kent Hägglund (Peter Rejler), Martina
Rejler (Jan Rejler) and Johan Lannebo (Lannebo Fonder AB), proposes that Ivar
Verner be appointed chairman of the meeting.
Item 9 Proposal for a resolution to amend the Articles of Association
The Board proposes that the AGM resolve to amend Articles 1, 7 and 11 of the
Articles of Association.
Article 1 The name of the company is changed from Rejlerkoncernen AB to Rejlers
AB
Article 7 "In order to audit the company's annual report and accounting records,
as well as the administration of the Board and of the President, the Annual
General Meeting shall, where such an appointment is to be made, appoint no more
than two auditors with no more than two deputies" is replaced by the words: "In
order to audit the limited company's annual report and financial statements, as
well as the administration of the Board and of the President, no more than two
auditors with no more than two deputies shall be appointed. This assignment
shall endure until the end of the AGM held three financial years after the
auditors are appointed."
Article 11 The section on voting rights at the AGM is removed, as this is
regulated by the Swedish Companies Act.
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 10 Resolution on the number of Board Members and deputies where relevant
The Nomination Committee proposes a Board comprising seven members elected by
the AGM and no deputies.
Item 11 Determination of the Board's remuneration and the auditors' fees
The Nomination Committee proposes that the Board fees remain unchanged, with SEK
300,000 paid to the Chairman and SEK 300,000 to the Vice Chairman (see Item 12
below) and SEK 140,000 to each of the other Board members who are not employed
by the company. Provisions totalling SEK 140,000 are also made for committee
work. It is proposed that the remuneration to the auditors be settled against
verified invoices.
Item 12 Election of the Chairman of the Board and Board Members
The Nomination Committee proposes the re-election of Peter Rejler as Chairman of
the Board and the re-election of Ivar Verner as the Vice Chairman of the Board.
The Nomination Committee also proposes the re-election of Åsa Söderström
Jerring, Jan Samuelsson, Thord Wilkne, Lauri Valkonen and Anders Jonsson. Åsa
Landén Ericsson has declined re-election.
Item13 Election of auditors
The Nomination Committee proposes Deloitte as the auditing company for three
years. Deloitte has indicated that authorised public accountant Birgitta Lööf
will be the principal auditor.
Item 14 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 the
shareholders asked declines 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 President of the company 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 15 Proposal to authorise the Board to decide on the issue of new shares
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 full utilisation, this authorisation is equivalent to a dilution of 8.1 per
cent of the capital and 4.2 per cent 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 16 Proposal for a resolution on guidelines for the salaries and other
remuneration of senior executives
The Board proposes the following guidelines for the remuneration of the Managing
Director and other senior executives. "Other senior executives" refers to
members of the Group management.
The main principle for these guidelines is that senior executives at Rejlers
should be offered remuneration at market rates to enable the company to attract,
develop and retain key personnel. In general, Rejlers does not offer any
benefits greater than those constituting local practice.
The remuneration of the President 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 no more
than 60 per cent 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 President and the company as a whole is 62. The
pension is premium-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
President. A period of notice of 6-12 months applies 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.
Other information
Shareholders representing 66.1 per cent of the votes and 33.2 per cent of the
shares in the company support the Nomination Committee's proposal in accordance
with items 1 and 9-13, as well as the Board's proposal in accordance with items
14-16.
The number of shares in the company is 11,321,721 and the number of votes in the
company is 22,582,971, divided into 1,251,250 Class A shares and 10,070,471
Class B shares. The company does not hold any of its own shares.
Documents
The annual report and resolution documents will be available in Swedish on the
company's website from 3 April 2013, www.rejlers.se. 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 2013
REJLERKONCERNEN AB (publ)
The Board of Directors
For further information:
Eva Nygren; President and CEO, +46 73 412 66 60, e-mail: eva.nygren@rejlers.se
Rebecka Oxelström; Head of Communications, +46 73 412 66 75, e-mail:
rebecka.oxelstrom@rejlers.se
www.rejlers.com
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 3.30 pm on April 2nd 2013.
[HUG#1689498]
Invitation to attend the Annual General Meeting in Rejlers 2013
| Source: Rejlerkoncernen AB