(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.
Registration
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.
Authorisation for proxy representation
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.
Item 1 Election of chairperson for the Meeting
The Nomination Committee proposes that Lars V. Kylberg be elected to
chair the Meeting.
Item 9 Determining 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 Determining board remuneration and auditors' fees
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.
Item 11 Information about proposed new board members
The Nomination Committee proposes no new board members.
Item 12 Electing Chairman of the board and 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.
Item 13 Electing auditors
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.
Item 14 Resolution concerning establishment of a Nomination
Committee
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.
Item 15 Resolution concerning new issue of shares
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.
Item 17 Remuneration to senior executives
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.
Other information
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.
Documents
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
THE REJLER GROUP AB (publ)
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
www.rejlers.com
Rejlers is a Nordic expertise group within electro-technology,
energy, mechanics, automation, IT and telecommunications. Rejlers'
shares are listed on the Stockholm Stock Exchange.
Invitation to attend the Annual General Meeting of Shareholders
| Quelle: Rejlerkoncernen AB