Press release from Annual General Meeting in Arise Windpower AB (publ) (under change of name to Arise AB (publ)) on 2 May 2013
At the Annual General Meeting on 2 May 2013 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 2012,
- that remuneration to the Board of Directors and its Committees will be paid with SEK 2,500,000 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), Birger von Hall, Joachim Gahm, Peter Nygren, and Maud Olofsson,
- to appoint Öhrlings PricewaterhouseCoopers AB as accounting firm for the period until the end of the first AGM held after 2013,
- to appoint Peter van Berlekom, Joachim Gahm, Albert Haeggström and Bengt Hellström together with the Chairman of the Board as members of the Nomination Committee before the AGM 2014 and to adopt instructions and rules of procedure for the Nomination Committee,
- to adopt a Remuneration Policy for senior management,
- to change the company’s name to Arise AB (publ),
- to issue, offer and assign a maximum of 338,000 warrants to employees of the company or the other group companies,
- to authorize the Board of Directors to resolve on issuing of new shares and
- to authorize the Board of Directors to resolve on 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: Pehr G. Gyllenhammar, Joachim Gahm, Birger von Hall, Peter Nygren and Maud Olofsson. 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 be SEK 1,000,000 for the Chairman and SEK 250,000 for every other Board member who is not employed by the Company. For work in the Audit Committee remuneration of SEK 225,000 in total will be paid, of which the Chairman receives SEK 150,000. For work in the Remuneration Committee remuneration of SEK 175,000 will be paid, of which the Chairman receives SEK 75,000. The total remuneration for work in the Finance Committee will be at the most SEK 350,000 (including maximum per member), that can be released upon decision of the Board. The total remuneration for the Board members to be paid is a maximum of SEK 2,500,000.
It was further resolved that the Nomination Committee for coming elections and remunerations shall consist of five members. Peter van Berlekom, Joachim Gahm, Albert Haeggström and Bengt Hellström together with the Chairman of the Board were appointed as members of the Nomination Committee before the AGM 2014.
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. Variable payments should be based on predetermined, measurable criteria such as start of construction, disposal, results, and certain personal goals.
The Annual General Meeting resolved upon a change of the company’s name to Arise AB (publ).
The Annual General Meeting resolved on (i) issuing a maximum of 338,000 warrants entitling to subscription for a maximum of 338,000 shares in Arise, and (ii) approving that a maximum of 338,000 warrants are transferred to employees in the Arise group, i.e. the founding of an incentive program for employees in the Arise group, on similar terms as previous year.
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 the 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 does not include the right to carry out a cash issue without the preferential right of the shareholders. 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, to dispose of a maximum of 54,194 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 required majority.
Halmstad, 2 May, 2013
ARISE WINDPOWER AB (publ) (under change of name to Arise 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 02.45 p.m. on 2 May, 2013.
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 Windpower 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 email@example.com, www.arisewindpower.se