Invitation to attend the Annual General Meeting of Shareholders

(REJL B)

 

Shareholders of the Rejlerkoncernen AB (publ), 556349-8426, are hereby called to attend the Annual General Meeting (AGM) on Tuesday, May 13, 2008 at 17.00 (5.00 pm) in IVA's conference center,

Grev Turegatan 16 in Stockholm. Registration of shareholders will start at 4.30 p.m.

 

Shareholders registered in the shareholder's register maintained by VPC AB (the Swedish Central Securities Depository) no later than Wednesday, May 7 are entitled to participate in the General Meeting.

 

Shareholders who have elected to use a nominee 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 who wish to re-register their shareholding in this way must inform their nominee of this in good time prior to May 7, 2008.

 

Shareholders who wish to participate in the AGM must confirm their intention by 17.00 (5.00 pm) on Wednesday, May 7 2008 at the latest. The confirmation can be made by telephone on +46 (0)8-692 10 00, by e-mail on arsstamman@rejlers.se, or in writing to Rejlerkoncernen AB at the address:

 

Bolagsstämma

Rejlerkoncernen AB (publ)

Box 49 061

100 28  Stockholm

 

Please specify your name, personal or corporate identity number, address, telephone number and the number of represented shares must be stated.

 

Shareholders represented by proxy must issue authorisation for their representative. The authorisation should be sent to the company at the address above well in advance of the Meeting.

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 meeting and electing chairperson for the Meeting.
2. Electing two persons to check meeting minutes.
3. Drawing up and approving voting list.
4. Approving agenda.
5. Confirming that the AGM was duly convened.
6. Presenting the 2007 annual and auditors' reports, consolidated income statement, and Group's audit report.

7. The CEO's statement
8. Passing resolutions on:
a) Adoption of the income statement, balance sheet, consolidated income statement, and consolidated balance sheet.
b) Appropriation of Rejlers's profits/losses, as per the adopted balance sheet and also balancing day.
c) Discharging the board and CEO from liability.
9. Determining the number of board members, deputies when relevant and auditors that will be elected at the AGM.
10. Determining board remuneration and auditors' fees.

11. Information about proposed new board members.
12. Electing Chairman of the board and board members.
13. Electing auditors.
14. Resolution concerning establishment of a Nomination Committee.
15. Resolution concerning new issue of shares.
16. Authorising the board to decide on new issue of shares.
17. Guidelines for executives' remuneration.  
18. Taking up other AGM business in line with the articles of association or the Companies Act.
19. Closing the meeting.

 

 

The Nomination Committee proposes that Lars V. Kylberg be elected to chair the Meeting.

 

 

The Nomination Committee proposes a board comprised of six meeting elected members and no deputies.

 

 

The Nomination Committee proposes remuneration totalling SEK 665,000 to be divided with SEK 195,000 to the Chairman of the board, SEK 130,000 to board members not employed at Rejlers, and SEK 80,000 to be divided among committee members. Furthermore, the Nomination Committee proposes that remuneration to the auditors be settled against verified invoices.

 

 

The Nomination Committee proposes no new board members.

 

 

The Nomination Committee proposes the re-election of Lars V. Kylberg as Chairperson of the board.

The Nomination Committee proposes the re-election of Åsa Landén Ericsson, Jan Rejler, Åsa Söderström Jerring, Lauri Valkonen and Thord Wilkne as board members. Olof G. Wikström has declined re-election to the board. 

 

 

 Öhrlings PriceWaterhouseCoopers was elected accounting firm at the 2007 AGM for a period of four years which is why there will be no election at this year's AGM.   

 

 

The board proposes that the AGM resolve to appoint a nomination committee with the task of preparing recommendations for the election of board members and auditors as well as remuneration to the members and auditors prior to future AGMs.  

The nomination committee is to consist of three members. Board members, the company's Managing Director or other members of executive management shall not be part of the nomination committee.

The Chairperson of the board will yearly and no later than by the close of the third quarter, meet with the company's three largest shareholders who have the right to appoint one member each. Should any of these shareholders waive this right the Chairperson will then consult with the next largest shareholder. The Chairperson is however only required to approach the company's six largest shareholders. If despite these efforts the nomination committee still lacks a minimum of three board members, the nomination committee can itself appoint a sufficient number of members.

At meetings following election, the nomination committee is to appoint a chairperson.

The structure of the nomination committee is to be announced as soon as possible, though no later than six months prior to the AGM.

If there is a significant change in the ownership structure 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 chairperson of the nomination committee will thereafter consult the shareholders in accordance with the above policy.

 

 

      The board proposes that the company's share capital be increased by SEK 75,440 through the issue of 37,720 Class B shares. The right to subscribe for the new shares will be reserved for

 

        Lauri Valkonen with 16,400 shares through set-off of the subscriber's claim of SEK 814,260 ,

        Heikki Kilpeläinen with 15,826 shares through set-off of the subscriber's claim of SEK 785,761,

        Pertti Hirvonen with 3,854 shares through set-off of the subscriber's claim of SEK 191,351and

        Jyrki Lepola with 1,640 shares through set-off of the subscriber's claim of SEK 81,426.

       

        The value of each share is calculated at SEK 49.65 based on the average price during the month of February, 2008. The new shares will entitle to dividends as of and including financial year 2008. The number of shares after the new share issue will amount to 10,821,721. This decision is in accordance with the agreement approved by the AGM in 2005 and refers to the final part of the additional purchase price to the sellers of Rejlers Invest Oy.

        In order for the resolution to pass, 90 per cent of the current shares and votes must approve the proposal.

 

Item 16 Proposal to authorise the board to decide on a new share issue  

 

The AGM is recommended to authorise the board to decide on a new share issue of a maximum 500,000 Class B shares without preferential rights for existing shareholders. The authorisation will apply on one or more occasions up until the next AGM. The board is entitled to prescribe payment in cash, set-off or payment in kind. In the event of full subscription, the authorisation corresponds to a dilution of 4.4 per cent.

In order for the resolution to pass, 2/3 per cent of the current shares and votes must approve the proposal.

 

 

The board proposes the following guidelines for remuneration to the Managing Director and other senior executives.

 

The objective of Rejler's remuneration policy for executive management is to offer compensation conducive to attracting and retaining qualified expertise for Rejlers. In general, Rejlers does not offer any benefits other than those which is generally accepted.

 

Remuneration to the Managing Director and other senior executives is to be adjusted according to market terms and consist of a basic salary, variable remuneration pension and in some instances, other benefits. The variable remuneration is maximised to 60 per cent of the annual salary for the CEO and maximum 25 per cent for other senior executives. Senior executive refers to members of the Group's executive management team.  

 

Variable remuneration is maximised and is based primarily on the Group's profits and individual achieved results in relation to defined quantitative and qualitative targets. .

 

The Managing Director and the company are both entitled to demand retirement at the age of 65. The pension is a defined-contribution plan and other than paid pension premiums, no other pension obligations are approved. A general pension scheme applies for other senior executives, either through the ITP plan or through individual service pension insurance plans within the framework of ITP.

 

The company and the Managing Director have a mutual 12-month period of notice. The company and other senior executives have a mutual six-month period of notice.

 

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 more than 64 per cent of the votes and 32 per cent of the shares in the company support the Nomination Committee's proposal in accordance with items 1, 9-12 and the board's proposal in accordance with items 14-17.

 

 

The annual report and the audit report will be accessible at the company as of Tuesday 22 April 2008 and published on the company's website, www.rejlers.se. Copies can be sent by mail to shareholders who so request and provide a mailing address in accordance with the above.  

 

Stockholm, Sweden 8 April  2008

 

Board of Directors

 

For further information:
Peter Rejler, Managing Director and CEO, +46 70 602 34 24
Kjell Sandin, CFO, +46 470 70 43 18