Notice of Extraordinary General Meeting in Rejlers AB (publ)
The shareholders of Rejlers AB (publ) (the “Company”), reg. no 556349-8426, are hereby summoned to the Extraordinary General Meeting on Friday, 1 October 2021. In order to prevent the spread of covid-19, the Board of Directors has decided that the Extraordinary General Meeting shall be conducted without the physical presence of shareholders, proxies or third parties and that shareholders prior to the meeting shall have the opportunity to exercise their voting rights by post.
Shareholders who wish to participate in the General Meeting must:
- both be registered as shareholders in the share register kept by Euroclear Sweden AB on record date of Thursday, 23 September 2021; and
- have notified their participation by way of casting their postal votes in accordance with the instructions under the heading Postal voting below so that the postal vote is received by the Company no later than Thursday, 30 September 2021.
Personal data obtained from the share register kept by Euroclear Sweden AB, the notice and participation in the meeting and information on deputies, proxies and advisors will be used for registration, preparation of the voting list for the meeting and, where applicable, the minutes of the meeting. Personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) No 2016/679 of the European Parliament and of the Council). For comprehensive information regarding how personal data is handled, please refer to our integrity policy: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Shares registered with nominees
In order to be entitled to participate at the meeting, shareholders who have had their shares registered with a nominee, must request to temporarily be entered in the share register kept by Euroclear Sweden AB. The shareholder must notify the nominee hereof well in advance of Thursday, 23 September 2021, at which time such entry must have been made. Such registration can be temporarily done (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee’s routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than 27 September 2021 will be taken into account in the preparation of the share register.
The Board of Directors of the Company has decided that the shareholders at the Extraordinary General Meeting 1 October 2021, shall only exercise their voting rights by post and e-mail in accordance with Sections 20 and 22 of the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. Shareholders who wish to exercise their voting rights must submit the special voting form that are available at the Company’s website, www.rejlers.com/se, and at the Company’s office.
Completed and signed form for postal voting shall be sent by post to Rejlers AB (publ), “Extraordinary General Meeting 2021”, Box 30233, SE-104 25 Stockholm or by e-mail to firstname.lastname@example.org. If the shareholder exercises its voting rights by proxy, a power of attorney shall be attached to the form. Power of attorney forms are provided upon request and are also available at the Company’s website, www.rejlers.com/se. If a power of attorney is issued by a legal entity, a certified copy of the registration certificate for the legal entity must be attached or if such a document is not available, an equivalent authorisation document.
The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions are given on the postal voting form
- Opening of the meeting and election of the Chairman of the meeting.
- Election of one or two persons to verify the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination as to whether the meeting has been duly convened.
- Resolution regarding distribution of dividend
- Closing the meeting.
Resolutions proposed by the Board of Directors
Item 1. Election of the Chairman of the meeting
The Board of Directors proposes that Peter Rejler is elected as Chairman of the meeting.
Item 2. Election of one or two persons to verify the minutes
The Board of Directors proposes that one person is elected and that Mats Gustafsson (representing Lannebo Fonder) is elected, or in the event he is prevented from participating, the person appointed by the Chairman of the Board. The assignment to verify the minutes includes to verify the minutes together with the Chairman of the meeting, but also to verify the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.
Item 3. Preparation and approval of the voting list
The voting list proposed to be approved under item 2 on the proposed agenda is the voting list that will be prepared by the Company based on the general meeting share register and received postal votes, verified and confirmed by the persons assigned to verify the minutes.
Item 6. Decision on dividend
In the light of the prevailing general uncertainty due to the covid-19 the Board of Directors resolved, for precautionary reasons, in connection with the proposal for allocation of the Company’s result to propose that no dividend would be paid at the Company’s Annual General Meeting. The Annual General Meeting on 22 April 2021 resolved, in accordance with the Board of Director’s proposal, that no dividend would be paid to the shareholders.
Since the Annual General Meeting on 22 April 2021, Rejlers has noticed a stronger market growth with high activity and the group has strengthened its financial position and liquidity.
In the light of above, the Board of Directors proposes that the Extraordinary General Meeting resolves on a dividend of SEK 68,907,681.50 in total, of which SEK 6,122,375 shall be distributed to shareholders with Class A shares and SEK 62,785,306.50 shall be distributed to shareholders with Class B shares. Accordingly, the Board of Directors proposes a dividend of SEK 3.50 per share, irrespectively of class of shares.
As record date for receipt of dividend the board of directors proposes Tuesday, 5 October 2021. If the meeting resolves in accordance with the proposal, the dividend is estimated to be distributed through the agency of Euroclear Sweden AB on Friday, 8 October 2021.
In accordance with Chapter 17, Section 3 Paragraph 1 of the Swedish Companies Act, the amount available for distribution is SEK 676,486,771 after the latest resolution on value transfer.
At the time of the issuing of this notice, the number of shares in the Company amounts to 19,687,909 and the number of votes in the Company amount to 35,431,159 distributed over 1,749,250 Class A shares and 17,938,659 Class B shares. The Company holds no own shares.
Shareholder’s right to request information
Pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act, the Board of Directors and the Managing Director shall, if any shareholder so request and the Board of Directors deems that it may be done without significant harm to the Company, provide information at the Meeting regarding
circumstances that may affect the assessment of a matter on the agenda. The disclosure requirement also covers the Company’s relationship to another Group company. Since the meeting shall be conducted without the physical presence of shareholders, proxies or third parties, a request for such information shall be made in writing to Rejlers AB (publ), “Extraordinary General Meeting 2021”, Box 30233, SE-104 25 Stockholm or via e-mail to email@example.com. Such request shall be received by the Company no later than Tuesday, 21 September 2021. Responses will be made available at latest Sunday, 26 September 2021 on the Company’s office and at the Company’s website www.rejlers.com/se, if the Board of Directors deems that it may be done without significant harm to the Company. The information will also be sent by e-mail to the shareholders who requested it and provided their e-mail address.
The financial accounts and the auditor’s report for the financial year 2020, the Board of Directors’ complete proposal for distribution of dividend, the Board of Directors’ statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act, the Board of Directors’ statement pursuant to Chapter 18, Section 6 of the Swedish Companies Act, and the Auditor’s statement pursuant to Chapter 18, Section 6 of the Swedish Companies Act will be made available at the Company’s offices no later than three (3) weeks prior to the meeting and sent free of charge to the shareholder who so request and provides their postal address.
The documents will also be available on the Company’s website www.rejlers.com/se.
Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
Stockholm, September 2021
Rejlers AB (publ)
Board of Directors
For further information, please contact:
Peter Rejler, Chairman of the Board, +46 (0)70 602 34 24, firstname.lastname@example.org
Anna Jennehov, CFO, +46 (0)73 074 06 70, email@example.com
Malin Sparf Rydberg, Director of Communications, +46 (0)70 477 17 00, firstname.lastname@example.org
This information is such that Rejlers AB (publ) is obliged to make public pursuant to Nasdaq Stockholm’s Rule Book for Issuers. The information was made public through the care of the Chairman of the Board Peter Rejler, at 09.20 CEST on 8 September 2021.
Rejlers is one of the leading engineering consultancy firms in the Nordic region. With our vision “Home of the learning minds” as a beacon, we create a platform for continuous learning, development and growth. Increased learning that creates added value for both customers and employees. We have 2400 dedicated experts with cutting-edge expertise in technology areas such as energy, industry, infrastructure and real estate. We are close to our customers and are represented in Sweden, Finland, Norway and the United Arab Emirates. In 2020, the company had a turnover of 2.6 billion SEK and its class B share is listed on Nasdaq Stockholm. www.rejlers.com