Resolutions of Rejlers AGM and Board on 2 May, 2012
The Board of Rejlerkoncernen decided at its inaugural meeting on 2 May 2012 to appoint Eva Nygren as new President and CEO. Lars Solin will remain as Vice President.
At Rejlers' Annual General Meeting on 2 May the following resolutions were adopted:
Election of the Board and audit firm
At the Annual General Meeting Peter Rejler was elected new Chairman of the Board and Ivar Verner Deputy Chairman. The following Board members were re-elected: Asa Landen Ericsson, Åsa Söderström Jerring, Jan Samuelsson, Lauri Valkonen, Thord Wilkne and Anders Jonsson. PwC was re-elected as audit firm.
The Board's remuneration
The AGM decided 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.
Adoption of the accounts and dividend
The AGM resolved to adpot the income statements and balance sheets of the Group and parent company and to pay a dividend of SEK 3:00 per share to the shareholders. The record date for dividends was set to 7 May 2012 and payment scheduled for 10 May 2012.
The meeting resolved 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.
The meeting authorised the Board to decide on a new issue of a maximum of 1,000,000 Class B shares. In the event of full utilisation, the authorisation is equivalent to dilution of 8.1 percent of the capital and 4.2 percent of the vote.
Guidelines for the remuneration of executives
The meeting resolved to approve the Board's proposal for guidelines for executives.
For further information:
Eva Nygren, President and CEO, +46 73 412 66 60
Lars Solin, CFO, +46 73 386 15 20
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 10.30 on 3 May 2012.