Press release from Annual General Meeting of Shareholders in Arise Windpower AB (publ) on 27 April 2011
At the Annual General Meeting on 27 April 2011 in Arise Windpower 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 2010,
- that remuneration to the Board of Directors shall be SEK 1,000,000 to the Chairman of the Board of Directors and SEK 250,000 to each member who is not employed by the company, that remunerations to the Board of Directors and its Committees shall not exceed SEK 2,200,000 in total. The Auditor’s fee was resolved to be paid in accordance with customary standards and approved invoice,
- to re-elect the Board members Pehr G Gyllenhammar (Chairman of the Board of Directors), Jon G Brandsar, Birger von Hall and Joachim Gahm, and to elect Peter Nygren (also CEO),
- to adopt instructions and rules of procedure for the next nomination committee,
- to adopt a Remuneration Policy for Senior Management,
- to issue, offer and assign a maximum of 300,000 warrants to employees of the company or the group,
- to authorize the Board of Directors to resolve on acquisition and disposal of own shares and
- to authorize the Board of Directors to resolve on issuing of new 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 re-elected: Pehr G Gyllenhammar (Chairman), Jon G Brandsar, Joachim Gahm and Birger von Hall and Peter Nygren (also CEO) was elected. Pehr G Gyllenhammar was re-elected as the Chairman of the Board. The remuneration for members of the Board of Directors and its committees shall not exceed SEK 2,200,000, whereof the Chairman of the Board of Directors may not receive more than SEK 1,000,000.
It was further resolved that a Nomination Committee shall be appointed before coming elections and remunerations. It shall be made up of five members based on 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 on a Remuneration Policy for Senior Management including a fixed salary and, from time to time, variable payments of a maximum of one-third of the annual fixed salary, senior management, however, are in exceptional cases entitled to variable payments which as a maximum equals his/ hers fixed salary. Variable payments should be based on predetermined, measurable criteria such as permissions, start of construction and results.
The Annual General Meeting resolved on (i) issuing a maximum of 300,000 warrants entitling to subscription for a maximum of 300,000 shares in Arise for a wholly-owned company in the Arise group specified by Arise, and (ii) approving that a maximum of 300,000 warrants are transferred to employees in the Arise group, i.e. the founding of an incentive program for employees in the Arise group.
The Annual General Meeting authorized the Board of Directors to decide, until the next Annual General Meeting on an acquisition of no more than 1/10 of all of outstanding 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 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.
The Annual General Meeting authorized the Board of Directors to decide, until the next Annual General Meeting, on one or more occasions, to issue new shares, with 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 authorization shall be used for acquisitions or other structural businesses in the line of business.
All resolutions by the Annual General Meeting were made with consensus.
Halmstad, 27 April 2011
ARISE WINDPOWER AB (publ)
For further information, please contact
Peter Nygren, CEO Arise Windpower AB, +46 706 300 680
Leif Jansson, head of IR Arise Windpower AB, + 46 707 340 554
The information contained herein constitutes information which Arise Windpower 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 4.00 pm on 27 April.
About Arise Windpower
Arise Windpower is one of Sweden’s leading companies in onshore wind power. Its business concept is to sell electricity generated at the company’s own wind turbines. The company’s target is to have about 700 MW (equivalent to about 300 wind turbines) in operation or under construction by 2014. Arise Windpower is listed on NASDAQ OMX Stockholm.
Arise Windpower AB (publ), Box 808, SE-301 18 Halmstad, Sweden, tel. +46 (0)35 20 20 900, org.no. 556274-6726