Rejlers' invitation to Annual General Meeting (AGM)
2009-03-27
Shareholders of the Rejlerkoncernen AB (publ), 556349-8426, are hereby called to attend the Annual General Meeting (AGM) on Monday, 27 April, 2008, at 5 p.m. in IVA's Conference Centre, Grev Turegatan 18 in Stockholm.
Registration of shareholders will start at 4.30 p.m.
Registration of shareholders will start at 4.30 p.m.
Registration
Shareholders registered in the shareholder's register maintained by Euroclear Sweden AB (previously called VPC AB) no later than Tuesday, 21 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 21 April, 2009.
Shareholders who wish to participate in the AGM must confirm their intention to attend no later than 5 p.m. on 21 April, 2009, by telephone on +46 8 692 10 00, by e-mail (arsstamman@rejlers.se) or in writing to Rejlerkoncernen AB at the address:
Shareholders registered in the shareholder's register maintained by Euroclear Sweden AB (previously called VPC AB) no later than Tuesday, 21 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 21 April, 2009.
Shareholders who wish to participate in the AGM must confirm their intention to attend no later than 5 p.m. on 21 April, 2009, by telephone on +46 8 692 10 00, by e-mail (arsstamman@rejlers.se) or in writing to Rejlerkoncernen AB at the address:
Annual General Meeting
Rejlerkoncernen AB (publ)
PO Box 49,061
SE-100 28 Stockholm, Sweden
Rejlerkoncernen AB (publ)
PO Box 49,061
SE-100 28 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. 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.
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 chairperson for the meeting
2 Election of 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 CEO'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 2008.
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.
9 Determination of the number of Board Members, deputies when relevant and auditors
10 Determination of the Board's remuneration and the auditors' fees
11 Information about proposed new Board Members
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 Guidelines for the remuneration of executives
17 Closure of the meeting
1 Opening of the meeting and the election of a chairperson for the meeting
2 Election of 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 CEO'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 2008.
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.
9 Determination of the number of Board Members, deputies when relevant and auditors
10 Determination of the Board's remuneration and the auditors' fees
11 Information about proposed new Board Members
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 Guidelines for the remuneration of executives
17 Closure of the meeting
Item 1. Election of chairperson for the meeting
The Nomination Committee proposes that Lars V Kylberg 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 six meeting elected members and no deputies.
Item 10 Determination of the Board's remuneration and the auditors' fees
The Nomination Committee proposes an unaltered remuneration totalling 665,000 SEK, to be divided with 195,000 SEK to the Chairman of the Board, 130,000 SEK to Board Members that are not employed at Rejlers, and 80,000 SEK to be divided among committee members. It is proposed that the remuneration to the auditors be settled against verified invoices.
Item 11 Information about proposed new Board Members
The Nomination Committee does not propose any new Board Members.
Item 12 Election of the Chairman of the Board and Board Members
The Nomination Committee proposes the re-election of Lars V Kylberg as the Chairman 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.
The Nomination Committee proposes the re-election of Åsa Landén Ericsson, Jan Rejler, Åsa Söderström Jerring, Lauri Valkonen and Thord Wilkne as Board Members.
Item13 Election of auditors
Öhrlings PriceWaterhouseCoopers was elected as the 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.
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.
The Nomination Committee is to consist of three 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.
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.
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.
The Nomination Committee is to consist of three 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.
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.
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 500,000 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 a dilution of 4.4 percent.
In order for the resolution to be approved requires that at least 2/3 of the votes and shares present must approve the proposal.
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 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.
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 quantatitive 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.
Other information
Shareholders representing more than 66 percent of the votes and 32 percent of the shares in the company support the Nomination Committee's proposal in accordance with items 1, 9-12 as well as the Board's proposal in accordance with items 14-17.
The number of shares in the company amount to 10,821,721 and the number of votes in the company amount to 22,217,921, divided into 1,266,250 Class A shares and 9,555,471 Class B shares.
The number of shares in the company amount to 10,821,721 and the number of votes in the company amount to 22,217,921, divided into 1,266,250 Class A shares and 9,555,471 Class B shares.
Documents
The annual report and the audit report will be available from the company as of Thursday, 9 April 2008, and on the company's website, 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, 20 March 2009
REJLERKONCERNEN AB (publ)
Board of Directors
Board of Directors
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