Notice to attend the Annual General Meeting of Shareholders of 2023

The shareholders of Arise AB are hereby given notice to attend the Annual General Meeting (“AGM”) on Thursday May 4, 2023 at 11.00 a.m. at Hotel Tylösand, Tylöhusvägen 28, 302 73 Halmstad.
 
Notification
Shareholders wishing to attend the AGM must be recorded in the company’s share register kept by Euroclear Sweden AB as of Tuesday April 25, 2023 and, further, no later than on Thursday April 27, 2023, preferably before 4.00 p.m., inform Arise of their and, when applicable, the number of advisors’ intention to attend the meeting, by email to info@arise.se. Such notification can also be given by telephone +46 10 450 71 22 or by mail to Arise AB, Bolagsstämma, P.O. Box 808, SE-301 18 Halmstad, Sweden.
 
Notification should include the shareholder’s name, address, telephone number, personal or corporate identity number, registered shareholding and, when applicable, information on the number of advisors. Notification and particulars of any proxy and advisors will be registered with Arise to provide the basis for the voting list. Shareholders represented by proxy must issue a signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of registration certificate or equivalent document for the legal entity shall be presented. Any power of attorney shall be in writing and submitted no later than at the AGM, but preferably before that by sending a copy thereof. The validity period of any power of attorney may be no longer than five years if set out specifically. If no validity period is specified, the power of attorney is valid for no more than one year. A template power of attorney can be found at the Company’s website (www.arise.se) and at the head office in Halmstad, Kristian IV:s väg 3, and will be sent to shareholders who request it and state their address.
 
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the AGM, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Thursday 27 April 2023. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.
 
Accounting documents and complete proposals
Accounting documents, audit report, the Board’s remuneration report, the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives, complete proposals for decisions, the Board of Directors’ statement pursuant to Chapter 18 Section 4 and  Chapter 19 Section 22 of the Swedish Companies Act and other documents for the AGM are presented by keeping them available at the company’s head office in Halmstad and at the company’s website (www.arise.se) no later than three weeks before the AGM. Copies of the documents will upon request be sent to shareholders who state their address.
 
This document is an unofficial translation of the corresponding Swedish document. In the event of any discrepancies between the text contained in this document and the Swedish document, the latter shall prevail.
 
Duty of disclosure at the AGM
Shareholders are reminded of their right to request that the Board and the CEO provide information pursuant to Chapter 7 Section 32 of the Swedish Companies Act.
 
Agenda

0. Opening of the General Meeting
1. Election of Chairman of the General Meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Consideration of whether the General Meeting has been duly convened
6. Report on work carried out by the Board of Directors and its standing committees
7. Address by the CEO
8. Presentation of the Annual Report and Audit Report for 2022 and the Consolidated Annual Report and Consolidated Audit Report for 2022 as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives
9. Resolution on adoption on the profit and loss statement and balance sheet, as well as the consolidated profit and loss statement and consolidated balance sheet
10. Resolution on distribution of the company’s results
11. Resolution on Board of Directors’ and the CEO’s discharge from liability
12. Determination of the number of members of the Board of Directors as well as the number of auditors and deputy auditors
13. Determination of remuneration for the members of the Board of Directors and the auditor
14. Election of members of the Board of Directors and auditor
15. Instruction for the Nomination Committee
16. Approval of remuneration report  
17. Authorization for issues of ordinary shares, preference shares and convertibles
18. Authorization for acquisition of own ordinary shares
19. Authorization for divestment of own ordinary shares
20. Closing of the General Meeting

 
Proposed resolutions
 
Item 1: Election of Chairman of the General Meeting
The Nomination Committee, which has consisted of Johan Claesson (chairman), representing his own holdings and through company, Peter Lundkvist, representing Tredje AP-fonden, Lars Hagerud, representing AltoCumulus Investments, Richard Torgerson, representing Nordea Funds, and the chairman of the Board of Directors, Joachim Gahm, proposes that attorney Jonas Frii is appointed Chairman of the AGM.
 
Item 10: Resolution on distribution of the company’s results
The Board proposes that the AGM resolves that a dividend of SEK 1 per share shall be paid, resulting in a total dividend of SEK 44,494,235. The proposed record date for the dividend is Monday May 8, 2023. The dividend is expected to be paid through Euroclear Sweden AB on Thursday May 11, 2023.
 
Item 12: Determination of the number of members of the Board of Directors as well as the number of auditors and deputy auditors
The Nomination Committee proposes that five ordinary board members are elected for the period until the next AGM. The Nomination Committee further proposes that one registered public accounting firm, without deputy, is appointed as auditor for the period until the next AGM.
 
Item 13: Determination of remuneration for the members of the Board of Directors and the auditor
The Nomination Committee proposes that total remuneration for the Board and its Committees shall be paid with a maximum of SEK 2,280,000 (SEK 1,892,000 previous year). SEK 735,000 is remuneration to the Chairman and SEK 300,000 is remuneration to every other member of the Board who is not employed by the company. SEK 285,000 in total is proposed to be paid in remuneration for work in the Audit Committee (of which the Chairman receives SEK 115,000 and every other member SEK 85,000), and SEK 60,000 in total is proposed to be paid for work in the Remuneration Committee (of which the Chairman receives SEK 60,000).
 
It is noted that the possibility for board members to invoice board remuneration is very limited. However, if taxable conditions allow for invoicing and if invoicing is cost-neutral for Arise, it is proposed that the board members shall be able to invoice his or her remuneration through a company. If a board member invoices board remuneration through a company, the remuneration shall be adjusted for social security contributions and value added tax according to law, so that cost neutrality for Arise is achieved.
 
It is further proposed, in accordance with the recommendation from the Audit Committee, that remuneration for the auditor should be paid according to customary norms and approved invoice.
 
Item 14: Election of members of the Board of Directors and auditor
The Nomination Committee proposes that Joachim Gahm, Johan Damne, Eva Vitell and Mikael Schoultz are re-elected as ordinary board members and that P-G Persson is elected as new ordinary board member. Furthermore, it is proposed that Joachim Gahm is re-elected as Chairman of the Board.
 
P-G Persson, born 1965, has a Master of Science degree in civil engineering from Chalmers University of Technology. P-G has extensive experience in real estate ownership and development with a focus on urban, real estate and project development and sustainable real estate ownership. P-G is resigning President and CEO of Platzer Fastigheter Holding AB, which under P-G’s leadership has gone from a small unlisted real estate company to a listed company on Large Cap. Previously, P-G has held various management roles in the Skanska Group and in Coor Service Management.
 
P-G Persson’s other assignments include: board member of Svenska Sportpublikationer AB, board member of Rikshem AB, board member of Barnens Rätt I Samhället (BRIS) and resigning President and CEO of Platzer Fastigheter Holding AB.
 
P-G Persson holds no shares in Arise and is considered to be independent both in relation to Arise and its management and in relation to its major shareholders.
 
Information on the board members who are proposed for re-election can be found in the Annual Report and at the company’s website (www.arise.se).
 
At the AGM held 2022, the registered public accounting firm Öhrlings PricewaterhouseCoopers AB was elected as the company’s auditor for the period until the end of the first AGM held after 2022. The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the registered public accounting firm Öhrlings PricewaterhouseCoopers AB is re-elected as the company’s auditor for the period until the end of the first AGM held after 2023. Öhrlings PricewaterhouseCoopers has informed that the authorized public accountant Ulrika Ramsvik will continue to be appointed as the principal auditor. 
 
Item 15: Instruction for the Nomination Committee
Appointment of the Nomination Committee will take place before coming elections and payment of remuneration. It is proposed that the Nomination Committee should consist of five members, representing the four largest shareholders at the beginning of October together with the Chairman of the Board. Remuneration will not be paid to the members of the Nomination Committee.
 
Item 16: Approval of remuneration report  
The Board proposes that the AGM resolves to approve the Board’s remuneration report for the financial year 2022. 
 
Item 17: Authorization for issues of ordinary shares, preference shares and convertibles
The Board proposes that the AGM authorizes the Board to, on one or several occasions during the period until the next AGM, resolve to increase the company’s share capital by (1) issue of ordinary shares and/or preference shares and (2) issue of convertible bonds transferable to ordinary shares and/or preference shares. The Board of Directors may deviate from the shareholders’ preferential rights. The authorization also includes the right to decide on payment in kind, set-off or other conditions. The issue price shall, as a starting point, be the share’s market value at each time of issue.
 
Upon a resolution pursuant to the authorization and with deviation from the shareholders’ preferential rights, the total number of shares to be issued through the issue of ordinary shares and/or preference shares and/or convertible bonds transferable to ordinary shares and/or preference shares shall not exceed 10 percent of the outstanding shares in the company at the time of when the authorization is exercised for the first time (this shall not prevent convertible bonds from being combined with conversion terms which, if applied, may result in a different number of shares). The purpose of the authorization, as well as the reasons to allow deviation from the shareholders’ preferential rights, is to enable changes of the capital structure of the company, acquisitions or other structural businesses in the line of business.
 
Item 18: Authorization for acquisition of own ordinary shares
The Board proposes that the AGM authorizes the Board to decide, on one or several occasions during the period until the next AGM, on acquisition of a maximum of 1/10 of outstanding ordinary shares from time to time with funds that can be used for appropriation of profits. It is proposed that the authorization should include the right to decide on an exemption from the shareholders’ preferential right. If the acquisition takes place at Nasdaq Stockholm the price shall be within the, at each time, registered price interval. It should be possible to acquire shares in order to enable changes of the capital structure of the company, to finance acquisitions or other transactions, or otherwise for disposal or redemption.
 
Item 19: Authorization for divestment of own ordinary shares
The Board proposes that the AGM authorizes the Board to decide, on one or several occasions during the period until the next AGM, to dispose of a maximum of 1/10 of all ordinary shares. It is proposed that the authorization should include the right to decide on an exemption from the shareholders’ preferential right, the conditions therefore and the way which the disposal takes place. It should be possible to dispose of the shares in connection with possible acquisitions or other transaction or by sale on the open market. When disposing of the shares on Nasdaq Stockholm the price shall be to the current quotation.
 
Particular majority decisions
Valid resolutions in accordance with items 17–19 require that the proposals are supported by shareholders representing at least two thirds of the votes submitted and represented at the AGM.
 
Number of shares and votes
As of the date of issuing of this notice to attend the AGM, the total number of registered shares and votes in the company amounts to 44,494,235. As of this date the company holds 54,194 own shares.
 
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
 
Halmstad in April 2023
Arise AB (publ)
The Board of Directors
 
For further information, please contact
Per-Erik Eriksson, CEO Arise AB, +46 702 409 902
 
This information was submitted for publication, through the agency of the contact person set out above, at 14.30 CEST on 3 April, 2023
 
 
About Arise
Arise is a leading independent company that realises new green energy. The company develops, builds, sells and manages renewable electricity production. The company is listed on NASDAQ Stockholm.
 
Arise AB, P.O. Box 808, SE-301 18 Halmstad, Sweden, telephone 46 (0)10 450 71 00, corporate id. no. 556274-6726.
E-mail: info@arise.se, www.arise.se

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