Press release from the Annual General Meeting in Arise AB (publ) on 8 May, 2019
At the Annual General Meeting on 8 May, 2019 in Arise AB (publ) it was resolved:
- to adopt the profit and loss statement and balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet,
- not to distribute any dividends for the financial year 2018,
- that remuneration to the Board of Directors and its Committees will be paid with SEK 1,425,000 in total and the remuneration to the auditor was resolved to be paid in accordance with customary standards and approved invoice,
- to re-elect the Board members Jon Brandsar, Joachim Gahm and Maud Olofsson,
- to re-elect Joachim Gahm as Chairman of the Board of Directors,
- to re-elect the registered public accounting firm Öhrlings Pricewaterhousecoopers AB as the company’s auditor for the period until the end of the first AGM held after 2019 whereby Öhrlings Pricewaterhousecoopers AB has informed that Magnus Willfors will continue to be appointed as the responsible auditor,
- to adopt instructions and rules of procedure for the next Nomination Committee,
- to adopt a Remuneration Policy for the group management,
- 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 2018.
In accordance with the proposal from the Nomination Committee, three ordinary Board members were elected: Jon Brandsar (re-election), Joachim Gahm (re-election) and Maud Olofsson (re-election). 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, which means that the remuneration per board member is unchanged since previous year but that the total remuneration decreases with SEK 250,000 since the Board of Directors is reduced by one board member. SEK 625,000 is remuneration to the Chairman of the Board of Directors and SEK 250,000 is remuneration to every other board member who is not employed by the Company. SEK 250,000 in total shall 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). SEK 50,000 in total shall be paid for the work in the Remuneration Committee (of which the Chairman receives SEK 50,000). Board members shall be able to invoice his or her remuneration through a company, if taxable conditions allow for invoicing and if invoicing is cost-neutral for Arise. 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.
Furthermore, the Annual General Meeting resolved that a Nomination Committee shall be appointed before coming elections and remunerations. It shall be comprised of five members who shall be appointed by the four largest shareholders at the beginning of October together with the Chairman of the Board of Directors.
The Annual General Meeting also resolved to adopt a Remuneration Policy for the group management including fixed salary and, from time to time, variable payments. Variable payments shall mainly be based on the Company's results.
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 convertible bonds transferable to ordinary shares and/or preference shares, with or without deviation from the shareholders' preferential rights. The authorization for the Board of Directors also includes the right to decide on issue in kind or right of set-off. 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 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 the shareholder's preferential right. If the acquisition takes place at Nasdaq Stockholm the price shall be within the, at each time, registered price interval. It shall be possible to acquire shares in order to enable changes of 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 the shareholder's 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 correspond to the current quotation.
All resolutions by the Annual General Meeting were adopted with the required majority.
Halmstad, 8 May, 2019
ARISE AB (publ)
For further information, please contact
Daniel Johansson, CEO Arise AB, +46 702 244 133
Linus Hägg, CFO Arise AB, +46 702 448 916
The information was submitted for publication, through the agency of the contact persons set out above, at 15.15 CET on 8 May, 2019.
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 Stockholm.