The shareholders of Arise AB (publ) (“Arise”) are hereby given notice to attend
the Annual General Meeting, to be held on Tuesday May 3, 2016 at 11.00 a.m. at
Scandic Hallandia, Rådhusgatan 4, 302 43 Halmstad.
Notification
Shareholders wishing to attend the Annual General Meeting (“AGM”) must (1) be
listed in the shareholders’ register kept by Euroclear Sweden AB on Tuesday
April 27, 2016 and (2) no later than on Tuesday April 27, 2016, 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 35 20 20 900, by fax +46 35 22
78 00, or by mail to Arise AB (publ), Bolagsstämma, P.O. Box 808, 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 certified 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 who have their holdings nominee-registered must temporarily
register the shares in their own name to be entitled to participate in the AGM.
Such temporary re-registration of ownership must be implemented no later than
Tuesday April 27, 2016. Accordingly, shareholders must inform their nominees or
banks well in advance of that date of their wish to obtain temporary owner
registration (so called voting-rights registration).
Accounting documents and complete proposals
Accounting documents, audit report, the auditor’s report pursuant to Chapter 8
Section 54 of the Swedish Companies Act and other complete proposals are
available at the Company’s head office in Halmstad and at the Company’s website
www.arise.se no later than on Tuesday April 12, 2016. Copies of the documents
will upon request be sent to shareholders who state their address. Copies of the
documents will also be available at the AGM.
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
1. Opening of the General Meeting
2. Election of Chairman of the General Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Consideration of whether the Annual General Meeting has been duly convened
7. Report on work carried out by the Board of Directors and its standing
committees
8. Address by the CEO
9. Presentation of the Annual Report and Audit Report for 2015 and the
Consolidated Annual Report and Consolidated Audit Report for 2015
10. 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
11. Resolution on distribution of the Company’s results
12. Resolution on Board of Directors’ and the CEO’s discharge from liability
13. Determination of the number of members of the Board of Directors as well as
the number of auditors and deputy auditors
14. Determination of remuneration for the members of the Board of Directors and
the auditor
15. Election of members of the Board of Directors as well as auditor and deputy
auditor
16. Instruction for the Nomination Committee
17. Adoption of Remuneration Policy
18. Proposal regarding program with warrants
19. Authorization for issues of ordinary shares, preference shares and
convertibles
20. Authorization for acquisition of own shares
21. Authorization for divestment of own shares
22. Other matters
23. Closing of the General Meeting
Proposed resolutions
Item 2
The Nomination Committee proposes that the Chairman of the Board of Directors,
Joachim Gahm, is appointed Chairman of the General Meeting.
Item 11
The Board proposes that unappropriated earnings of TSEK 984,754 are carried
forward to a new account.
Item 13
The Nomination Committee proposes that four ordinary board members are
elected. The members are to be appointed until the end of the first AGM held
after 2016. The Nomination Committee proposes that one registered public
accounting firm is appointed as auditor. The Nomination Committee proposes that
the registered public accounting firm is elected until the end of the first AGM
held after 2016.
Item 14
The Nomination Committee proposes that the total remuneration for the Board and
its Committees is a maximum of SEK 1,675,000, which means that the total
remuneration is unchanged with the addition that a member of the Board of
Directors who has not earlier received remuneration now receives remuneration.
SEK 625,000 is remuneration to the Chairman and SEK 250,000 is remuneration to
every other member of the Board of Directors 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 work in
the Remuneration Committee (of which the Chairman receives SEK 50,000).
It is proposed that remuneration for the auditor should be paid according to
customary norms and approved invoice.
Item 15
The Nomination Committee proposes that Jon Brandsar, Joachim Gahm, Peter
Gyllenhammar and Maud Olofsson are re-elected as ordinary board members. Peter
Nygren has declined re-election. Furthermore, it is proposed that Joachim Gahm
is re-elected as Chairman of the Board.
Information on the Board members can be found in the Annual Report and at
www.arise.se.
At the AGM held 2015, Öhrlings PricewaterhouseCoopers AB was elected as the
Company’s accounting firm for the period until the AGM held 2016. The Nomination
Committee proposes that Öhrlings PricewaterhouseCoopers AB is re-elected as
accounting firm for the period until the end of first AGM held after 2016.
Item 16
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 17
The Board proposes that the AGM resolves to adopt guidelines regarding
remuneration for group management of the Company, including fixed salary and,
from time to time, variable payments to the group management. According to the
guidelines, such variable payments can amount to a maximum of SEK 3,200,000 (SEK
4,200,000 including social security contributions). Variable payments should in
principle be based on the Company's results. The Annual Report for 2015
specifies remuneration and benefits for the senior management during 2015.
Item 18
The Board proposes that the AGM resolves that Arise shall issue, offer and
assign a maximum of 750,000 warrants to employees in Arise or its Group
(”Warrant” and the ”Program” respectively). Each Warrant shall include the
right, in the future, to subscribe for one ordinary share in Arise at a
subscription price set at 125 percent of the ordinary shares of Arise on the
Nasdaq Stockholm traded volume weighted average closing price during the period
from May 9, 2016 to May 20, 2016 (the ”Measuring period”), however no less than
the quota value. If there is no listing of a closing price for any of the dates
in question, the listed closing price shall instead be included in the
calculation. Days without closing price or settled price shall not be included
in the calculation. The subscription price in accordance with the above shall be
rounded to the nearest whole one-tenth of a Swedish krona (SEK 0.1), whereas any
SEK 0.05 shall be rounded down.
The CEO shall have the right to subscribe for maximum 300,000 Warrants through
the Program, other certain members of the group management, i.e. senior
management (a total of two persons), shall have the right to subscribe for
maximum 125,000 Warrants each through the Program, and other employees shall
have the right to subscribe for maximum 5,000 Warrants through the Program per
employee, all of the entry of at least 100 Warrants.
In case of oversubscription, employees shall primarily be allotted Warrants pro
rata in relation to the number of Warrants comprised by the application, and
thereafter by drawing of lots. The Board allocates in accordance with said
guidelines.
For each Warrant the employee shall pay a premium corresponding to the Warrant’s
market value calculated in accordance with Black & Scholes and conventional
assumptions on i.a. volatility and risk-free interest rate at the time of the
offer, which assumptions are based on measures made during the Measuring period.
Calculation of the market value of the Warrants will be made by a well reputed
financial institute engaged by Arise.
The Warrants expire on March 15, 2019 and can only be used during the last 10
business days of the period. Determination of the period of use has been done in
consideration of planned report dates and the Group’s insider policy.
The offer to the employees shall be made no later than during the end of May
2016, and notice to participate shall be given no later than June 13, 2016. The
Board of Directors shall be entitled to prolong the offer until August 31, 2016.
A group subsidiary shall have the right to subscribe for the Warrants and to
dispose of and further assign the Warrants to the employees who have been
allotted Warrants, for the purpose of fulfilling the obligations of the Program.
The Warrants are issued free of charge to the subsidiary and can be subscribed
for during the period 4 May 2016 – 30 September 2016. Warrants that are not used
by the subsidiary according to the above, shall be returned to Arise for
cancellation.
Assuming full acceptance of the offer in the Program and full subscription of
Warrants, the share capital will increase by SEK 60,000 with a dilution of
approximately two (2) percent of the capital and votes in the Company, which
together with already outstanding programs provides a cumulative maximum
dilution of about two (2) percent.
The Board's reason for the proposal is partly to create opportunities for the
Group to recruit and retain skilled employees, partly by offering a long-term
ownership commitment among employees, encouraging them to an increased interest
in the activities and earning development, and increase the sense of solidarity
with the Group.
The Remuneration Committee has prepared the issue of the Program. The Board has
considered the proposal of the Program, and is of the opinion that it fits well
with the Group’s other remunerations. The Board notes that the AGM’s resolution
on the Program requires a majority vote of nine tenths of the votes submitted
and represented at the Meeting.
Item 19
The Board proposes that the AGM authorizes the Board to, until the next AGM, on
one or more occasions, resolve to increase the Company’s share capital by (1)
issue of ordinary shares and/or preference shares and (2) issue of convertibles
transferable to ordinary shares and/or preference shares. However, such issues
may not cause the share capital in the Company to exceed the Company’s highest
allowed share capital according to the Articles of Association. 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. The authorization shall be used for
acquisitions or other structural businesses in the line of business.
Item 20
The Board proposes that the AGM authorizes the Board to decide on, until the
next AGM, 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
change the capital structure of the company, to finance acquisitions or other
transactions, or otherwise for disposal or redemption.
Item 21
The Board proposes that the AGM authorizes the Board to decide, 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 structural 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 resolution under item 18 requires that the proposal is supported by
shareholders representing at least nine tenths of the votes submitted and
represented at the Meeting. Valid resolutions under items 19, 20 and 21 require
that the proposals are supported by shareholders representing at least two
thirds of the votes submitted and represented at the Meeting.
Number of shares and votes
As of the date of issuing of this notice to attend, the total number of
registered shares and votes in the Company amounts to 33,428,070. As of this
date the Company holds 54,194 own shares.
Halmstad, March 2016
Arise AB (publ)
The Board of Directors
For further information, please contact
Daniel Johansson, CEO Arise AB, +46 702 244 133
Linus Hägg, Investor Relations Arise AB, +46 702 448 916
The information contained herein constitutes information which Arise AB is
legally required to publish under the Swedish Securities Market Act (2007:528)
and/or the Swedish Financial Instruments Trading Act (1991:980). The information
was released for publication at 16.00 p.m. on 29 March 2016.
About Arise
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 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
