Press release from Annual General Meeting in Arise AB (publ) on 6 May 2014

Report this content

At the Annual General Meeting on 6 May 2014 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 2013,
  • 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 Joachim Gahm, Peter Nygren, and Maud Olofsson,
  • to elect Peter Gyllenhammar and Jon Brandsar as new ordinary Board members,
  • to elect Joachim Gahm as the new Chairman of the Board,
  • to appoint Öhrlings PricewaterhouseCoopers AB as accounting firm for the period until the end of the first AGM held after 2014,
  • to adopt instructions and rules of procedure for the next Nomination Committee,
  • to approve the Board’s resolution to issue, offer and assign a maximum of 140,000 synthetic options to the group management,
  • to adopt a Remuneration Policy for senior management,
  • to authorize the Board of Directors to resolve on issuing of new shares, and
  • 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 elected as the new Chairman of the Board.

The remuneration for members of the Board of Directors and its committees shall be in total SEK 1,425,000. SEK 625,000 (SEK 1,000,000 previous year) is remuneration to the Chairman and SEK 250,000 (unchanged since previous year) 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 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. Variable payments should in principle be based on the Company's results.

The Annual General Meeting approved the Board’s resolution to issue, offer and assign a maximum of 140,000 synthetic options to the group management (seven persons) in Arise and its group. The option program was subject to approval of the Annual General Meeting.

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 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 authorization shall be used for acquisitions or other structural businesses in the line of business.

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 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.

All resolutions by the Annual General Meeting were made with consensus.

Halmstad, 6 May, 2014
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 2:00 p.m. on
6 May, 2014.


About Arise
Arise 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 1,000 MW of onshore wind power constructed and under management by 2017, of which 500 MW will remain in the ownership of the company. Arise 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
E-mail
info@arise.se, www.arise.se

Tags:

Subscribe

Documents & Links