Resolutions of Rejlers AGM on 2 May, 2013
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 re-elected Chairman of the Board and Ivar Verner re-elected Deputy Chairman. The following Board members were re-elected: Åsa Söderström Jerring, Jan Samuelsson, Lauri Valkonen, Thord Wilkne and Anders Jonsson. Åsa Landén Eriksson has declined re-election. Deloitte was elected as the new audit firm and Birgitta Lööf will be chief auditor.
Amendment of the Articles of Association
The Meeting resolved to amend the Articles of Association according to the Board's proposal regarding renaming Rejlerkoncernen AB to Rejlers AB and the modification of the term of office of the auditor for three years.
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 and also SEK 140.000 each to the other members who are not employees of the company. In addition, a total of SEK 140.000 is earmarked for any committee work with each of the Board formed committees. 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 2013 and payment scheduled for 13 May 2013.
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 remunerations of executives
The meeting resolved to approve the Board's proposal for guidelines for executives.
Rejlers is one of the largest engineering consultants in the Nordic region. 1,500 experts working with projects within building and property, energy, industry and infrastructure. We are specialist engineers of the highest quality with a broad range of skills, and not least energy that gives results. We continue to grow rapidly and our activities are spread across 70 locations in Sweden, Finland, Norway and Russia. Rejlers' revenue is about SEK 1.3 billion and the shares are listed on the NASDAQ OMX Nordic