Resolutions of Rejlers AGM on 4 May, 2015
At Rejlers' Annual General Meeting on 4 May the following resolutions were adopted:
Election of the Board
The Annual General Meeting (AGM) decided to re-elect Ivar Verner as Chairman of the Board. In addition, it was decided to re-elect Peter Rejler, Jan Samuelsson, Thord Wilkne, Helena Nordman-Knutson and Anders Jonsson as Board members. Deloitte was re-elected as the audit company and Birgitta Lööf as auditor in charge.
The Board's remuneration
The AGM decided a remuneration of SEK 340.000 to the Chairman of the Board and also SEK 160.000 each to the other members who are not employees of the company. In addition, a total of SEK 160.000 is earmarked for any committee work with each of the Board formed committees. It was decided that the remuneration to the auditors be settled against verified invoices.
Adoption of the accounts and dividend
The AGM resolved to adopt the income statements and balance sheets of the Group and parent company and to pay a dividend of SEK 2.00 per share to the shareholders. The record date for dividends was set to 8 May 2015 and payment scheduled for 11 May 2015.
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 600 000 Class B shares. The authorisation shall apply in connection with acquisitions on one or more occasions 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 full utilisation, the authorisation is equivalent to dilution of 4.6 percent of the capital and 2.5 percent of the vote.
Guidelines for the remuneration of executives
The meeting resolved to approve the Board's proposal for guidelines for executives.
Rejlers is one of the largest engineering consultancy firms in the Nordic region. Our 1,800 experts work with projects within the areas of Building and property, Energy, Industry and Infrastructure. With us, you will meet specialist engineers with the breadth, cutting edge expertise and not least energy to create the results you want. We are continuing to grow rapidly and our activities are spread across 80 locations in Sweden, Finland and Norway. In 2014, Rejlers had revenue of SEK 1.7 billion and its Class B share is listed on Nasdaq Stockholm.