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Rejlers: NOTICE OF EXTRAORDINARY GENERAL MEETING IN REJLERS AB (PUBL)
The shareholders of Rejlers AB (publ), reg. no. 556349-8426 (the "Company" or "Rejlers"), are hereby given notice to attend the extraordinary general meeting on Monday, 19 October 2026 at 10.00 a.m. at the offices of Setterwalls Advokatbyrå, Sturegatan 10, 114 36 Stockholm, Sweden.
RIGHT TO PARTICIPATE
Right to participate and notice of participation at the meeting
Shareholders who wish to attend the meeting in person or through a proxy must:
- both be recorded as shareholders in the share register kept by Euroclear Nordics AB on the record date on Friday, 9 October 2026; and
- no later than Tuesday, 13 October 2026 have notified their attendance and any assistants to the Company; either in writing to Rejlers AB (publ), Extraordinary General Meeting, Box 30233, SE-104 25 Stockholm, Sweden or by e-mail to arsstamman@rejlers.se.
The notification shall include full name, personal or corporate identity number, address, daytime phone number and, when applicable, information about deputies, proxies and assistants. The maximum number of assistants is two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.
SHARES REGISTERED WITH NOMINEES
Shareholders who have their shares registered in the name of a nominee must, in order to be entitled to participate in the meeting, through the nominee, register their shares in their own name so that the shareholder is registered in the share register kept by Euroclear Nordics AB on the record date on Friday, 9 October 2026. Such registration may be temporary (so-called "voting rights registration"). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting rights registration. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than Tuesday, 13 October 2026 will be considered in the preparation of the share register.
PROXIES
Shareholders represented by proxy must issue a written and dated power of attorney signed by the shareholder for the proxy. If the power of attorney is issued by a legal entity, a copy of the registration certificate shall be attached or, if no such document exists, an equivalent document of authority. Power of attorney forms for shareholders who wish to participate in the meeting through a proxy are available on the Company's website www.rejlers.com. A copy of the power of attorney and any registration certificate should, well in advance of the meeting, be sent to: Rejlers AB (publ), Extraordinary General Meeting, Box 30233, SE-104 25 Stockholm, Sweden or alternatively to: arsstamman@rejlers.se. The original version of the power of attorney must also be presented at the meeting.
PROPOSED AGENDA
- Opening of the meeting;
- Election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of persons to verify the minutes;
- Determination of whether the meeting has been duly convened;
- Resolution on amendment of the articles of association (share capital limits, limits on the number of shares and collection of proxies and postal voting);
- Resolution on approval of the Merger Plan;
- Resolution on amendment of the articles of association (company name);
- Resolution on authorisation for the board of directors to resolve on a new issue of shares to pay the Merger Consideration;
- Resolution on (a) determination of the number of board members, (b) determination of remuneration to the board of directors, and (c) election of board members and chairman of the board of directors;
- Resolution on temporary amendment of the instruction for the nomination committee; and
- Closing of the meeting.
THE BOARD OF DIRECTORS' PROPOSALS FOR RESOLUTIONS
Item 2. Election of chairman of the meeting
The board of directors proposes that Peter Rejler, chairman of the board of directors, or, in the event of his unavailability, any individual proposed by the board of directors to serve in his stead, be elected as chairman of the meeting.
Items 7-12. Resolutions regarding the proposed Merger
To implement the proposed cross-border merger (the "Merger") between Rejlers and Multiconsult ASA ("Multiconsult"), the board of directors proposes that the meeting adopts the resolutions under items 7-10 and, in accordance with the nomination committee's proposals, under items 11-12 below on approval of the merger plan jointly adopted by the boards of directors of Rejlers and Multiconsult (the "Merger Plan"), amendment of the articles of association and authorisation for the board of directors to resolve on an issue of newly issued class B shares that constitute the merger consideration (the "Merger Consideration").
The resolutions under items 8-12 are conditional upon each other. The resolutions under items 8, 9, 11 and 12 are also conditional upon registration of the Merger with the Swedish Companies Registration Office. Registration of the Merger with the Swedish Companies Registration Office is subject to the conditions of the Merger Plan being satisfied, inter alia that the general meetings of both companies have approved the Merger Plan and that the requisite permits, approvals, decisions and other measures from authorities and similar have been obtained.
Item 7. Resolution on amendment of the articles of association (share capital limits, limits on the number of shares and collection of proxies and postal voting)
The board of directors proposes that the limits for the share capital and the number of shares in Sections 4 and 5 of the articles of association be amended and that a new Section 14 be introduced as set out below.
| Current wording | Proposed wording |
| 4 § Aktiekapitalsgränser(Eng. "Share capital limits")Aktiekapitalet skall utgöra lägst 13 950 000 kronor och högst 55 800 000 kronor.(Eng. "The share capital shall amount to not less than 13,950,000 and not more than 55,800,000 SEK.") | 4 § Aktiekapitalsgränser(Eng. "Share capital limits")Aktiekapitalet skall utgöra lägst 45 000 000 kronor och högst 180 000 000 kronor.(Eng. "The share capital shall amount to not less than 45,000,000 and not more than 180,000,000 SEK.") |
| 5 § Aktieslag och företrädesrätt till nya aktier vid emission(Eng. "Share class and preferential right to new shares upon issue")Sammanlagt lägsta antalet aktier skall vara 6 975 000 och sammanlagt högsta antalet aktier skall vara 27 900 000. Aktierna kan bestå av A- och B-aktier. A-aktier skall kunna utges till ett antal om högst 4 185 000, representerande ett röstvärde vid bolagsstämma om tio (10) röster vardera. B-aktier skall kunna utges till ett antal om högst 23 715 000, representerande ett röstvärde vid bolagsstämma om en (1) röst vardera. […](Eng. "The total minimum number of shares shall be 6,975,000 and the total maximum number of shares shall be 27,900,000. The shares may consist of Class A shares and Class B shares. Class A shares may be issued up to a maximum amount of 4,185,000, representing a voting value at the general meeting of ten (10) votes each. Class B shares may be issued up to a maximum amount of 23,715,000, representing a voting value at the general meeting of one (1) vote each.") […] | 5 § Aktieslag och företrädesrätt till nya aktier vid emission(Eng. "Share class and preferential right to new shares upon issue")Sammanlagt lägsta antalet aktier skall vara 22 500 000 och sammanlagt högsta antalet aktier skall vara 90 000 000. Aktierna kan bestå av A- och B-aktier. A-aktier skall kunna utges till ett antal om högst 13 500 000, representerande ett röstvärde vid bolagsstämma om tio (10) röster vardera. B-aktier skall kunna utges till ett antal som högst motsvarar etthundra (100) procent av hela aktiekapitalet, representerande ett röstvärde vid bolagsstämma om en (1) röst vardera. […](Eng. "The total minimum number of shares shall be 22,500,000 and the total maximum number of shares shall be 90,000,000. The shares may consist of Class A shares and Class B shares. Class A shares may be issued up to a maximum amount of 13,500,000, representing a voting value at the general meeting of ten (10) votes each. Class B shares may be issued up to a number corresponding to not more than one hundred (100) per cent of the entire share capital, representing a voting value at the general meeting of one (1) vote each.") […] |
| New provision | § 14 Fullmaktsinsamling och poströstning(Eng. "Collection of proxies and postal voting")Styrelsen får samla in fullmakter på bolagets bekostnad enligt det förfarande som anges i 7 kap. 4 § andra stycket aktiebolagslagen. Styrelsen får inför en bolagsstämma besluta att aktieägarna ska kunna utöva sin rösträtt per post före bolagsstämman.(Eng. "The board of directors may collect proxies at the company's expense in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Swedish Companies Act. The board of directors may, prior to a general meeting, resolve that the shareholders shall be able to exercise their voting rights by post prior to the general meeting.") |
Item 8. Approval of the Merger Plan
The board of directors proposes that the meeting resolves to approve the Merger Plan, dated and executed on 7 September 2026, which has been jointly adopted by the boards of directors of Rejlers and Multiconsult. The Merger Plan was registered with the Swedish Companies Registration Office on 11 September 2026 and notice thereof was published on 15 September 2026.
The Merger is a cross-border merger pursuant to Chapter 23, Section 36 of the Swedish Companies Act and Chapter 13, Part VII of the Norwegian Public Limited Liability Companies Act and shall be undertaken by way of absorption, with Rejlers as the transferee company and Multiconsult as the transferring company. Multiconsult shall be dissolved without liquidation and all assets, rights and liabilities shall be transferred to Rejlers by universal succession upon completion of the Merger. The combined company shall be named Multiconsult Rejlers AB (publ).
The exchange ratio entails that each share in Multiconsult entitles the holder to receive 0.9725 new class B shares in Rejlers, corresponding to 389 new class B shares in Rejlers for every 400 shares in Multiconsult (subject to an adjustment mechanism as described in the Merger Plan).
Settlement of the Merger Consideration shall take place following the Swedish Companies Registration Office's registration of the Merger.
Item 9. Resolution on amendment of the articles of association (company name)
The board of directors proposes that the meeting resolves to amend Section 1 of the articles of association as set out below, whereby the Company's company name shall be changed to Multiconsult Rejlers AB (publ).
| Current wording | Proposed wording |
| § 1 Företagsnamn (Eng. "Company name") Bolagets företagsnamn är Rejlers AB (publ). (Eng. "The registered name of the company is Rejlers AB (publ).") | § 1 Företagsnamn (Eng. "Company name") Bolagets företagsnamn är Multiconsult Rejlers AB (publ).(Eng. "The registered name of the company is Multiconsult Rejlers AB (publ).") |
The resolution on amendment of the articles of association is conditional upon the Swedish Companies Registration Office registering the Merger and shall be registered in connection therewith. The board of directors, the CEO or any person appointed by the board of directors shall have the right to make such minor adjustments as may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 10. Authorisation for the board of directors to resolve on a new issue of shares to pay the Merger Consideration
The board of directors proposes that the meeting authorises the board of directors to, on one or more occasions during the period until the next annual general meeting, with deviation from the shareholders' preferential rights, resolve on a new issue of class B shares to be paid as Merger Consideration to the shareholders of Multiconsult in accordance with the Merger Plan.
The purpose of the authorisation, and the reason for the deviation from the shareholders' preferential rights, is to enable the payment of the Merger Consideration in accordance with the Merger Plan.
The use of an authorisation, instead of an issue resolution adopted directly by the general meeting, constitutes such a minor amendment in relation to the Merger Plan as the chairman of the board of directors of Rejlers and the chairman of the board of directors of Multiconsult may jointly resolve upon pursuant to the amendment clause of the Merger Plan. The amendment is not detrimental to the shareholders, since the Merger Consideration is provided on unchanged terms in accordance with the Merger Plan.
The board of directors, or any person appointed by the board of directors, shall be authorised to make such minor adjustments to the resolution as may be required for the registration with the Swedish Companies Registration Office.
THE NOMINATION COMMITTEE'S PROPOSALS FOR RESOLUTIONS
Item 11. Resolution on the number of board members, remuneration and election of the board of directors
The nomination committee will, no later than in connection with the meeting, submit its proposals under item 11.
A short presentation of the proposed members and the nomination committee's reasoned statement will be made available on the Company's website www.rejlers.com no later than in connection with the meeting.
Item 12. Resolution on temporary amendment of the instruction for the nomination committee
The nomination committee proposes that the meeting resolves on a temporary amendment of the instruction for the nomination committee, entailing that the nomination committee which shall prepare proposals for the annual general meeting 2027 shall, with effect from registration of the Merger with the Swedish Companies Registration Office, consist of three members: Arnor Jensen, representing Stiftelsen Multiconsult, who shall be the chairman of the nomination committee, Lisa Rejler, who is the chairman of Rejlers' current nomination committee and represents the Rejler family, and one member appointed by the third largest shareholder in the combined company following the registration of the Merger, counted after the Rejler family and Stiftelsen Multiconsult. The composition is based on the ownership in the Company immediately following the registration of the Merger with the Swedish Companies Registration Office. The amendment applies only to the nomination committee ahead of the annual general meeting 2027. Thereafter, the instruction continues to apply in its ordinary wording.
SPECIAL MAJORITY REQUIREMENTS AND VOTING UNDERTAKINGS
For valid resolutions under items 7-10, it is required that the proposals are supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting. In respect of item 8, this majority requirement shall apply separately to each class of shares represented at the general meeting.
Pre-acceptances and undertakings to vote in favour of the Merger Plan have been obtained from members of the Rejler family (including Jangunnar AB), Lauri Valkonen, and certain of the other shareholder-elected directors and members of the executive management, representing in aggregate approximately 18 per cent of the share capital and approximately 51 per cent of the votes in Rejlers.
NUMBER OF SHARES AND VOTES IN THE COMPANY
As at the date of this notice, the number of shares in the Company amounts to 22,835,567, of which 1,749,250 are Class A shares and 21,086,317 are Class B shares, and the number of votes in the Company amounts to a total of 38,578,817. The share capital amounts to SEK 45,671,134. The Company holds no treasury shares.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, the board of directors and the CEO shall, if any shareholder so requests and the board of directors deems that it may be done without significant harm to the Company, provide information at the meeting regarding circumstances that may affect the assessment of a matter on the agenda.
DOCUMENTS
The Merger Plan with appendices, including the boards of directors' reports pursuant to Chapter 23, Sections 39-39 b of the Swedish Companies Act, the auditor's statement from Ernst & Young AB pursuant to Chapter 23, Sections 11 and 40 of the Swedish Companies Act and the auditor's statement from BDO AS pursuant to section 13-28 of the Norwegian Public Limited Liability Companies Act in respect of Multiconsult have been available on the Company's website www.rejlers.com since 7 September 2026 and are kept available at the Company's offices. The documents will be sent free of charge to shareholders who so request and provide their postal address.
Shareholders, creditors and employee representatives are entitled to submit comments on the Merger Plan no later than five business days before the meeting, i.e. no later than 12 October 2026, and comments received will be presented to the meeting. Comments shall be submitted by post to Rejlers AB (publ), Att: CFO, Lindhagensgatan 126, Box 30233, SE-104 25 Stockholm, Sweden or by e-mail to anna.jennehov@rejlers.se and shall be marked "Project Nordic Diamond - Comments on the Merger Plan". All of the above documents will also be presented at the meeting.
The board of directors' and the nomination committee's complete proposals for resolutions, including the complete proposed articles of association, and proxy forms are kept available on the Company's website www.rejlers.com and at the Company's offices and will be sent free of charge to shareholders who so request.
PROCESSING OF PERSONAL DATA
Personal data obtained from the share register kept by Euroclear Nordics AB, notification and participation in the meeting and information on deputies, proxies and assistants will be used for preparation of the voting list for the meeting and, where applicable, the minutes of the meeting. Personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For comprehensive information regarding how personal data is handled, please refer to: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_____________________________
Stockholm, September 2026
Rejlers AB (publ)
The board of directors
For further information, please contact:
Peter Rejler, Chairman of the Board, +46 (0)70 602 34 24, peter.rejler@rejlers.se
Anna Jennehov, CFO, +46 (0)73 074 06 70, anna.jennehov@rejlers.se
Malin Sparf Rydberg, Director of Communications, +46 (0)70 477 17 00, malin.rydberg@rejlers.se
This information is information that Rejlers AB (publ) is obliged to make public pursuant to Nasdaq Stockholm's Rule book for Issuers. The information was submitted for publication, through the agency of the Chairman of the Board Peter Rejler, at 08:00 AM CEST on 18 September 2026.
About Rejlers
Rejlers is a leading engineering consultancy with operations in Sweden, Finland, Norway and the United Arab Emirates. We are 3,600 experts with cutting-edge expertise in energy, industry, buildings, infrastructure and defence. Rejlers acts as a catalyst for sustainable transformation and we help our clients meet the challenges of the future. The vision "Home of the Learning Minds" guides the entire Group. In 2025, Rejlers had a turnover of 4.7 billion SEK. Its class B share is listed on Mid Cap, Nasdaq Stockholm. For more information visit www.rejlers.com