Invitation to attend the Annual General Meeting in Rejlers
(Thomson Reuters ONE) -
(REJL B)
Shareholders of the Rejlerkoncernen AB (publ), 556349-8426, are hereby called to
attend the Annual General Meeting (AGM) of Shareholders on Wednesday, 2 May,
2012, at 5 p.m. in Lindhagens Conference Centre, Lindhagensgatan 126, in
Stockholm.
Registration of shareholders will start at 4.30 p.m.
Registration
Shareholders registered in the shareholder's register maintained by Euroclear
Sweden AB no later than Wednesday, 25 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 25
April, 2012.
Shareholders who wish to participate in the AGM must confirm their intention to
attend no later than 4 p.m. Wednesday, 25 April, 2012, by telephone on
+46 8 692 10 01, by e-mail: arsstamman(at)rejlers.se or in writing to
Rejlerkoncernen AB at the address:
Annual General Meeting
Rejlerkoncernen AB (publ)
Box 30233
SE-104 25 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 and also
possible assistants (max 2). 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 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 2009.
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 for 2009.
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. Election of the Chairman of the Board, vice-chairman, Board Members and
where appropriate deputies
12. Election of auditors
13. Proposal for a resolution on the establishment of a Nomination Committee
14. Proposal to authorise the Board to decide on the issue of new shares
15. Guidelines for the remuneration of executives
16. Presentation of Eva Nygren, new President and CEO
17. Other issues
18. Closure of the meeting
Item 1. Election of chairperson for the meeting
The Nomination Committee proposes that Ivar Verner 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 unchanged eight meeting
elected members and no deputies.
Item 10. Determination of the Board's remuneration and the auditors' fees
The Nomination Committee proposes an unchanged remuneration of SEK 300,000 to
the Chairman of the Board, and to the Vice Chairman SEK 300,000 (see item 11
below) and also SEK 140,000 to each other board members (not employee
representatives). In addition, a total of SEK 240,000 is earmarked for any
committee work with each of the Board formed committees to dispose of maximum
SEK 80,000. In addition to the current audit committee, the Board has requested
a possibility to form a compensation committee and an investment / acquisition
committee. It is proposed that the remuneration to the auditors be settled
against verified invoices.
Item 11. Election of the Chairman of the Board, vice-chairman, Board Members and
ev. deputies
The Nomination Committee proposes the election of Peter Rejler as the Chairman
of the Board and the current chairman, Ivar Verner, elected as vice chairman.The
Nomination Committee proposes the re-election of Åsa Landén Ericsson, Åsa
Söderström Jerring, Lauri Valkonen, Thord Wilkne, Jan Samuelsson and Anders
Jonsson as Board Members.
Item12. Election of auditors
The Nomination Committee proposes the re-election of PwC as auditor for one
year. PwC has announced that approved auditor Lars Wennberg will be the
principal auditor.
Item 13. 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 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.
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.
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 14. Proposal to authorise the Board to decide on the issue of new share
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 the full utilisation, the authorisation is equivalent to dilution of 8.1
percent of the capital and 4.2 percent 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 15. 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.
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 quantitative 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 66.1 percent of the votes and 36.4 percent of the
shares in the company support the Nomination Committee's proposal in accordance
with items 1, 9-13 as well as the Board's proposal in accordance with items
14-15.
The number of shares in the company amount to 11,321,721 and the number of votes
in the company amount to 22,582,971, divided into 1,251,250 Class A shares and
10,070,471 Class B shares. The Company holds no treasury shares.
Documents
The annual report and the audit report are available 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, March 2012
REJLERKONCERNEN AB (publ)
Board of Directors
For further information:
Peter Rejler; President and CEO, +46 70 602 34 24, e-mail:
peter.rejler(at)rejlers.se
Lars Solin; EVP and CFO, +46 73 386 15 20, e-mail: lars.solin(at)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 08.00 on 2 April 2012.
Press release (pdf):
http://hugin.info/131990/R/1598863/504457.pdf
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Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Rejlers via Thomson Reuters ONE
[HUG#1598863]
Unternehmensinformation / Kurzprofil:
Datum: 02.04.2012 - 08:01 Uhr
Sprache: Deutsch
News-ID 130763
Anzahl Zeichen: 11986
contact information:
Town:
Stockholm
Kategorie:
Business News
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