Press release from Annual General Meeting in Arise AB (publ) on 5 May 2015
At the Annual General Meeting on 5 May 2015 in Arise AB (publ) it was resolved;
to adopt the profit and loss statement and balance sheet, consolidated profit and loss statement and consolidated balance sheet,
not to distribute any dividend for the financial year 2014,
that remuneration to the Board of Directors and its Committees will be paid with SEK 1,425,000 in total and the Auditor’s fee was resolved to be paid in accordance with customary standards and approved invoice,
to re-elect the Board members Jon Brandsar, Joachim Gahm, Peter Gyllenhammar, Peter Nygren, and Maud Olofsson,
to re-elect Joachim Gahm as the Chairman of the Board,
to re-elect Öhrlings PricewaterhouseCoopers AB as accounting firm for the period until the end of the first AGM held after 2015,
to adopt instructions and rules of procedure for the next Nomination Committee,
to adopt a Remuneration Policy for the senior management,
to amend the articles of association in order to enable issuing of preference shares,
to approve the Board’s resolution to issue a maximum of 338,000 warrants to employees in the company,
to authorize the Board of Directors to resolve on issues of ordinary shares and/or preference shares and issues of convertibles convertible to ordinary shares and/or preference shares,
to authorize the Board of Directors to resolve on acquisition and disposal of own shares.
The members of the Board of Directors and the CEO were discharged from liability for the financial year.
According to the Nomination Committee’s proposal five ordinary Board members were elected: Jon Brandsar, Joachim Gahm, Peter Gyllenhammar, Peter Nygren and Maud Olofsson. Joachim Gahm was re-elected as the Chairman of the Board.
The remuneration for members of the Board of Directors and its committees shall be unchanged from previous year and amount to a total of SEK 1,425,000. SEK 625,000 is remuneration to the Chairman and SEK 250,000 is remuneration to every other Board member who is not employed by the Company. SEK 250,000 in total is proposed to be paid in remuneration for work in the Audit Committee (of which the Chairman receives SEK 100,000 and every other member SEK 75,000), and SEK 50,000 in total is proposed to be paid for the work in the Remuneration Committee (of which the Chairman receives SEK 50,000).
It was further resolved that a Nomination Committee shall be appointed before coming elections and remunerations. It shall be made up of five members who shall be appointed by the four largest shareholders as at the start of October as well as of the Chairman of the Board.
Furthermore, the Annual General Meeting resolved to adopt a Remuneration Policy for the Senior Management including a fixed salary and, from time to time, variable payments. Variable payments shall mainly be based on the Company's results.
The Annual General Meeting resolved to amend the articles of association in order to enable issuing of preference shares. Preference shares may be issued up to a number corresponding to no more than forty percent of the share capital. If a general meeting resolves on dividends, preference shares shall carry preferential rights before ordinary shares with an annual dividend of SEK 2 per preference share, with quarterly payments of SEK 0.50 per preference share.
The Annual General Meeting resolved on (i) issuing a maximum of 338,000 warrants entitling to subscription for a maximum of 338,000 ordinary shares in Arise, and (ii) approving that a maximum of 338,000 warrants are transferred to employees in the Arise group, i.e. an incentive program for employees in Arise and the group was adopted.
The Annual General Meeting authorized the Board of Directors to, until the next Annual General Meeting, on one or more occasions, resolve on (1) issues of ordinary shares and/or preference shares and (2) issues of convertibles convertible to ordinary shares and/or preference shares, with or without shareholders' preferential rights to participate in the issue; however such issuing may not cause the share capital in the company to exceed the company's highest share capital according the Articles of Association. The authorization also includes the right to decide on issue in kind or right of set-off. The issue price shall, as a starting point, be the share's market value at each time of issue.
The Annual General Meeting authorized the Board of Directors to decide, until the next Annual General Meeting, on acquisition of no more than 1/10 of all outstanding ordinary shares from time to time with funds that can be used for appropriation of profits. The authorization includes the right to decide on exemption from a shareholder's preferential right. If the acquisition takes place at NASDAQ OMX the price shall be within the, at each time, registered price interval. It shall be possible to acquire shares in order to change the capital structure, to finance acquisitions or other transactions, or otherwise for disposal or redemption.
The Annual General Meeting authorized the Board of Directors to decide, until the next Annual General Meeting, to dispose of a maximum of 1/10 of all ordinary shares. The authorization includes the right to decide on exception from a shareholder's preferential right, the conditions therefore and the way which the disposal takes place. It shall be possible to dispose of the shares in connection with possible acquisitions or other structural transaction or by sale on the open market. When disposing of the shares on NASDAQ OMX the price shall be to the current quotation.
All resolutions by the Annual General Meeting were made with consensus.
Halmstad, 5 May, 2015
ARISE AB (publ)
For further information, please contact
Peter Nygren, CEO Arise AB, +46 706 300 680
Leif Jansson, Head of IR Arise AB, + 46 707 340 554
The information contained herein constitutes information which Arise AB is legally required to publish under the Swedish Securities Market Act (SFS 2007:528) and/or the Swedish Financial Instruments Trading Act. The information was released for publication at 14.30 p.m. on
5 May, 2015.
Arise is one of Sweden's leading wind power companies with the business concept to develop, build and manage onshore wind farms for its own account and on behalf of investors. The company is listed on NASDAQ OMX Stockholm.
Arise AB (publ), P.O. Box 808, SE-301 18 Halmstad, Sweden, telephone 46 (0)35 20 20 900, corporate id .no. 556274-6726