Notice to attend the Annual General Meeting of Shareholders of 2010
The shareholders in Arise Windpower AB (publ) are hereby given notice to attend
the Annual General Meeting of Shareholders at 10.00 am on Thursday 22 April,
2010, at Laholms teater, Hästtorget 3, 312 30 Laholm.
Notification
Shareholders wishing to attend the Annual General Meeting (AGM) must, first, be
listed in the share register kept by Euroclear Sweden AB (formerly the Swedish
Securities Register Center, VPC AB) no later than Friday 16 April, 2010.
Secondly, by no later than 4.00 pm on Friday 16 April, 2010 they must have
informed Arise Windpower of their attendance and proxy, if any, by email
(info@arisewindpower.se.), telephone (+46-35-20 20 900), fax (+46-35-22 78 00),
or post (Arise Windpower AB publ),Bolagsstämma, Box 808, 301 18 Halmstad,
Sweden).
Notification must include the shareholder's name, address, telephone number,
personal or corporate identity number, and registered shareholding.
Notification and particulars of a representative and/ or proxy, if any, must be
registered with Arise Windpower to provide the basis for the voting list.
Shareholders represented by proxy must issue 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 powers of attorney shall be in writing and submitted no later than at the
AGM, but preferably a copy may be sent to Arise Windpower before that. A form
for granting power of attorney may be downloaded at www.arisewindpower.se or
obtained from the head office at Kristian IV:s väg 3, Halmstad.
Shareholders who have their holdings nominee-registered through a bank's trust
department or a private stockbroker must temporarily register the shares in
their own name to be entitled to participate at the AGM.
This temporary re-registration of ownership must be implemented no later than
Friday 16 April, 2010.
Accordingly, shareholders must inform their nominees or banks well in advance of
that date of their wish to obtain temporary owner registration (”voting-rights
registration”).
Accounting documents and complete proposals
Accounting documents, audit reports, the Board's proposal under points 11 and 17
will be sent to shareholders who so requests, and are also available at
www.arisewindpower.se and as well as at the head office in Halmstad. Other
complete proposals will be available by Thursday 8 April, 2010 at the latest at
www.arisewindpower.se and at the head office. Copies of documents will be sent
to shareholders who so requests and who state their address.
Agenda
1. Opening of the Meeting
2. Election of Chairman of the 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 Meeting has been duly convened
7. Report on work carried out by the Board and its standing committees
8. Address by the CEO
9. Presentation of the Annual Report and Audit Report for 2009 and the
Consolidated Annual Report and
Consolidated Audit Report for 2009
10. Resolution on adoption on the profit and loss statement and balance sheet,
consolidated profit and loss
statement and consolidated balance sheet
11. Resolution on distribution of the Company's result
12. Resolution on discharge of the Board members and CEO from liability
13. Determination of the number of Board members
14. Determination of remuneration for the Board members and auditors etc
15. Election of Board members
16. Appointment of the Election Committee
17. Adoption of remuneration policy
18. Authorization for acquisition of own shares
19. Authorization for divestment of own shares
20. Authorization for issuing new shares
21. Change of the Articles of Association (domicile)
22. Other business
23. Closing of the Meeting
Proposed resolutions
Point 2
The Election Committee proposes that the Chairman of the Board, Pehr G
Gyllenhammar, should be appointed Chairman of the Meeting.
Point 11
The Board proposes that unappropriated earnings of SEK thousands 696,564 are
carried forward to a new account.
Point 13
The Election Committee proposes that six permanent Board members should be
elected.
Point 14
The remuneration for the Board proposed by the Election Committee is SEK
1,000,000 (previously maximum SEK 1,000,000) for the Chairman and SEK 250,000
(previously SEK 150,000) for every other Board member who is not employed in
the Company.
In addition, SEK 175,000 in total is proposed to be paid in remuneration for
work in the Audit Committee (of which the Chairman receives SEK 100,000), and
SEK 125,000 for the work in the Remuneration Committee (of which the Chairman
receives SEK 75,000). The total remuneration for work in the Finance Committee
is proposed to be SEK 300,000 (maximum SEK 150,000 per member who is not
employed in the Company).
The total remuneration proposed for the Board members is maximum SEK 2,350,000
(previously SEK 1,725,000). It is proposed that the remuneration for the
auditor should be paid according to customary norms and approved invoice.
Point 15
The Election Committee has proposed re-election of Pehr G Gyllenhammar (Chairman
of the Board), Jon Brandsar, Ulf Corné, Joachim Gahm, Birger von Hall and Leif
Jansson. Information on the Board members may be found in the Audit Report and
at www.arisewindpower.se.
Point 16
Appointment of the Election Committee will take place before forthcoming
elections and payment of remuneration. It is proposed that the Election
Committee should be comprised of five members: representatives of the four
largest shareholders at the beginning of October plus the Chairman of the
Board. Remuneration will not be paid to the members of the Election Committee.
Point 17
The Board proposes that the Meeting should resolve to adopt guidelines regarding
remuneration for senior management of the Company, including fixed salary and,
from time to time,variable payments of a maximum of fifty per cent of the
annual fixed salary, nevertheless, senior management are in exceptional cases
entitled to variable payments which as a maximum equals his/ hers fixed salary.
Variable payments should be based on predetermined, measurable criteria such as
permissions, start of construction and positive cash flow. The Annual Report
for 2009 specifies remuneration and benefits for the senior management during
2009.
Point 18
The Board proposes that the Meeting authorizes the Board to decide on, until the
next AGM, acquisition of a maximum of 1/10 of outstanding 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 exemption from the
shareholders' preferential right. If the acquisition takes place at NASDAQ OMX
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,
to finance acquisitions or other transactions, or otherwise for disposal or
redemption.
Point 19
The Board proposes that the Meeting authorizes the Board to decide, until the
next AGM, to dispose of a maximum of 1/10 of all shares. It is proposed that
the authorization should include the right to decide on an exception 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 OMX the price
shall be to the current quotation.
Point 20
The Board proposes that the Meeting authorizes the Board to decide, until the
next AGM, on one or more occasions, to issue new shares, with or without
shareholders' preferential rights to participate in the issue,however such an
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
may also include 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
issue time. The authorization shall be used for acquisitions or other structural
businesses in the line of business.
Point 21
Paragraph 2 in the Articles of Association states that the Board of the Company
shall have its domicile in Laholm. The Board suggests that the domicile instead
should be located in Halmstad where the Company now has its head office.
Number of shares and votes
On 22 March, 2010 the total number of registered shares and votes in the Company
amounts to 21,561,070.
On 22 March, 2010 the Company had 937,500 own shares, through its own
subsidiaries.
Halmstad, March 2010
Arise Windpower AB (publ)
The Board
