AGM Information • Mar 22, 2021
AGM Information
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The shareholders of Rejlers AB (publ) (the "Company"), reg. no 556349-8426, are hereby summoned to the Annual General Meeting on Thursday, 22 April 2021 at 4:00 p.m. at Lindhagensgatan 126, floor 3, in Stockholm, Sweden. Registration for the meeting commences at 3:30 p.m.
Shareholders who wish to participate in the Annual General Meeting must:
The notification shall include full name, personal or corporate identity number, address, daytime phone number and, when applicable, information about deputies, proxies and advisors must be provided. For the notification of the number of advisors, the same dates and information that shall be included for the shareholder applies. The number of advisors is limited to two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by power of attorney, registration certificates and other documents of authority.
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-noticebolagsstammor-engelska.pdf
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 (so-called voting rights registration). The shareholder must notify the nominee hereof well in advance of Friday 16 April 2021, at which time such entry must have been made.
Shareholders represented by proxy must issue a written and dated power of attorney for the proxy. 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. Power of attorney forms for shareholders who want to participate in the meeting through a proxy are available on the Company's website www.rejlers.com/se. Well in advance of the meeting, a copy of the power of attorney and any registration certificates should be sent to: Annual General Meeting, Rejlers AB (publ), Box 30233, SE-104 25 Stockholm, Sweden or alternatively to: [email protected]. The original version of the power of attorney must also be presented at the meeting.
The Board of Directors of the Company has decided that the shareholders at the Annual General Meeting shall be able to exercise their voting rights by post and e-mail in accordance with Section 3 of the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. For postal voting, a special form must be used, which is available on the Company's website, www.rejlers.com/se. Shareholders who wish to exercise their voting right by post must submit the form for postal voting to the Company in accordance with the instructions stated in the form.
The Nomination Committee, consisting of Kent Hägglund (representing Peter Rejler), Chairman of the Nomination Committee, Lisa Rejler (representing Jan Rejler) and Mats Andersson (representing Nordea Fonder AB) has presented the following proposals for resolutions in relation to items 1 and 9-13 of the above proposed agenda.
The Nomination Committee proposes that Peter Rejler is elected as Chairman of the meeting.
The Board of Directors currently consists of five (5) ordinary members without deputies. Employee representatives have not been included in this number. The Nomination Committee proposes that the Board of Directors shall continue to consist of five (5) ordinary members without deputies for the period until the end of the next Annual General Meeting.
The Nomination Committee proposes that the Company should have a registered audit firm as Auditor.
The Nomination Committee proposes that the remuneration of the Board of Directors for the upcoming mandate period shall be payable in an amount of SEK 2,000,000. The remuneration shall be distributed so that the Chairman of the Board of Directors shall receive SEK 700,000, the Vice Chairman SEK 400,000 and other meeting-elected members shall receive SEK 300,000 each.
For committee work, it is proposed that a maximum of SEK 220,000 shall be allocated and distributed as follows:
For members of the Board of Directors' Audit Committee, the Nomination Committee proposes that remuneration for the mandate period shall be payable in an amount of SEK 100,000 to the Audit Committee Chairman and SEK 60,000 to each of the other Board of Directors' members in the Audit Committee.
The Nomination Committee proposes that remuneration to the Company's Auditor shall be paid in accordance with approved invoice.
The Nomination Committee proposes that the Annual General Meeting shall re-elect the Board members Peter Rejler, Jan Samuelsson, Helena Levander, Patrik Boman and elect Martina Rejler as new Board member. The Nomination Committee also proposes that the General Meeting shall re-elect Peter Rejler as Chairman of the Board of Directors and Jan Samuelsson as the Vice Chairman.
Martina Rejler (born 1971) has a bachelor's degree in International Relations from Richmond University in London. During her almost 25-year long career at SEB, Martina has been active in several different leadership roles, both on the private side and within Large Corporations. For the past ten years, Martina has worked in Human Resources and has solid experience and knowledge in Talent Management, Change Management and as an Employment Specialist. Martina is very used to organizational changes and negotiations in relation to labour law and is appreciated for her genuine and ethical approach. For the past ten years, Martina has had assignments as a member of Rejlers' Nomination Committee. Martina has ongoing board assignments as board member in Jacobssons Fastighetsbyrå AB and MMP Scandinavia AB and a deputy board member in Next Home Fastighetsbyrå AB. Martina is to be regarded as dependent in relation to major shareholders but as independent in relation to the Company and the company's senior management. Martina owns 13,125 Class A shares and 802,294 Class B shares in the Company.
Information on the other proposed Board members main education and professional experience, assignments in the Company and other significant assignments, etc. is available on the Company's website www.rejlers.com/se.
Union organisations concerned, who appoint employee representatives to the Board of Directors, have announced that the current ordinary employee representative Björn Lauber will remain for the next mandate period and that Tore Gregorsson, current deputy employee representative, is being appointed as ordinary employee representative.
The Nomination Committee proposes that the registered audit firm Ernst & Young AB is elected as the Company's auditor until the end of the next annual general meeting. Ernst & Young AB has informed that, in the event that Ernst & Young AB is elected as auditor, Åsa Lundvall will be auditor in charge.
The Nomination Committee's proposal is in accordance with the recommendation of the Audit Committee.
Item 7 b) Resolution on the allocation of the Company's result as per the adopted balance sheet The Board of Directors proposes that no dividend is to be paid and that available funds is to be balanced in a new account.
The Board of Directors proposes that the Annual General Meeting authorises the Company's Board of Directors to decide on the acquisition of own Class B shares as follows.
Transfer of own shares
The Board of Directors also proposes that the Annual General Meeting authorises the Board of Directors to decide on the transfer of own Class B shares as follows.
The purpose of the above authorisation regarding acquisition and transfer of the Company's own Class B shares is to enable financing of acquisition of operations by paying with the Company's own shares and to be able to adapt the Company's capital structure on an ongoing basis and thereby to contribute to increased shareholder value.
For the present resolution to be valid, it is required that the proposal is approved by shareholders holding at least two thirds (2/3) of both the votes cast and the shares represented at the meeting.
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, on one or more occasions until the end of the next Annual General Meeting, with our without deviation from shareholders' preferential rights, to decide on a new share issue of a total number of Class B shares corresponding to a dilution of maximum ten (10) per cent of the registered share capital at the time of the decision. Payment shall be able to be made in cash, in kind, by offset or otherwise in accordance with terms.
Deviation from the shareholders' preferential rights shall be able to take place in order, if necessary, to be able to strengthen the Company's financial position and to enable the acquisition of a company or operations. In the event of deviation from the shareholders' preferential right and payment in kind, the issue price shall be as close as possible to the market value of the shares.
The Board of Directors, the Managing Director, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments of the decision that may prove be required in connection with the registration thereof.
For the present resolution to be valid, it is required that the proposal is approved by shareholders holding at least two thirds (2/3) of both the votes cast and the shares represented at the meeting.
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.
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 Annual General Meeting regarding circumstances that may affect the assessment of a matter on the agenda and conditions that may affect the assessment of the Company's financial situation. The disclosure requirement also covers the Company's relationship to another Group company, the consolidated financial statements and such relationships concerning subsidiaries as referred to in the previous sentence.
Accounting information and the auditor's report (items 6-7), the Board of Directors' Renumeration Report (item 8), and the Board of Directors' complete proposals for resolutions (items 7b and 14-15), the Board of Directors' statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act and the auditor's statement pursuant to Chapter 8, Section 54 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. All of the aforementioned documents will also be presented at the meeting.
The Nomination Committee's complete proposals for resolutions, reasoned statement regarding its proposal of election of the Board of Directors and information regarding proposed members of the Board of Directors are made available on the Company's website.
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, March 2021 Rejlers AB (publ) Board of Directors
Peter Rejler, Chairman of the Board, +46 (0)70 602 34 24, [email protected] Anna Jennehov, CFO, +46 (0)73 074 06 70, [email protected] Malin Sparf Rydberg, Director of Communications, +46 (0)70 477 17 00, [email protected]
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 8.30 AM CET on 22 March 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
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