The shareholders of Arise AB (publ) (“Arise”), reg. no 556274-6726, are hereby
given notice to attend the Annual General Meeting to be held on Tuesday 5 May
2015, 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 28, 2015 and (2) no later than on Tuesday April 28, 2015, 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 28, 2015. 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 14, 2015. 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 2014 and the Consolidated
Annual Report and Consolidated Audit Report for 2014
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 to amend the Articles of Association in order to enable issuing of
preference shares
19.
Proposal regarding program with warrants
20.
Authorization for issues of ordinary shares, preference shares and convertibles
21.
Authorization for acquisition of own shares
22.
Authorization for divestment of own shares
23.
Other matters
24.
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 1,288,969 are carried
forward to a new account.
Item 13
The Nomination Committee proposes that five ordinary board members are
elected. The members are to be appointed until the end of the first AGM held
after 2015. 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 2015.
Item 14
The Nomination Committee proposes that the total remuneration for the Board and
its Committees is a maximum of SEK 1,425,000. 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 the 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, Peter Nygren (also CEO) and Maud Olofsson are re-elected as
ordinary board members. 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 2014, Öhrlings PricewaterhouseCoopers AB was elected as the
Company’s accounting firm for the period until the AGM held 2015. 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 2015.
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 3,019,200 (SEK
3,967,833 including social security contributions). Variable payments should in
principle be based on the Company's results. The Annual Report for 2014
specifies remuneration and benefits for the senior management during 2014.
Item 18
The Board of Directors proposes that the Annual General Meeting resolves to
amend the Articles of Association as stated below, with the introduction of a
new series of shares – preference shares.
Current wording:
§ 5 Number of shares
The number of shares shall be no less than 14,000,000 and no more than
56,000,000.
Proposed new wording
5 § Number of shares etc.
5.1 Number of shares and share series
The number of shares shall be no less than 14,000,000 and no more than
56,000,000.
It shall be possible to issue two classes of shares, ordinary shares and
preference shares. Each ordinary share entitles the holder to one (1) vote and
each preference share entitles the holder to one-tenth (1/10) of a vote.
Ordinary shares may be issued up to a number corresponding to no more than one
hundred (100) per cent of the share capital. Preference shares may be issued up
to a number corresponding to no more than forty (40) per cent of the share
capital.
5.2 The preference shares right to dividends
If a General Meeting resolves on dividends, preference shares shall carry
preferential rights before ordinary shares to an annual dividend of SEK 2 per
preference share (Annual Dividend), with quarterly payments of SEK 0.50 per
preference share (Quarterly Dividend), with below stated record days.
Payment of dividend on preference shares shall, the first time following the day
of the registration of the preference shares in Euroclear Sweden AB's share
register, be made quarterly in cash. The record days for the payments of
dividend on preference shares shall be 30 June, 30 September, 30 December and 31
March. In the event such day is not a banking day, the record date shall be the
closest preceding banking day. Dividend payments on preference shares shall be
made on the third banking day after the record date. "Banking day" means a day
that is not a Sunday, a public holiday or a day that in relation to the payment
of debt instruments is equal to a public holiday.
If no dividend, or a dividend of less than the Annual Dividend, is paid on
preference shares, the preference shares shall carry entitlement to, in addition
to future Quarterly Dividend, receive an amount evenly distributed on each
preference share, corresponding to the difference between what should have been
paid according to the above and the amount that was paid ("Outstanding Amount")
before additional preference shares may be issued or value transfer to holders
of ordinary shares may be made. The Outstanding Amount shall be adjusted upwards
by a factor corresponding to an annual interest rate of eight (8) per cent,
whereby upward adjustment shall start from the quarterly date when payment of
part of the Quarterly Dividend was made (or should have been made, if no
Quarterly Dividend was paid).
It the number of preference shares is changed through a reverse share split, a
share split or other similar company events, the amount that the preference
share is entitled to according to these Articles of Association shall be
recalculated in correspondence with the change.
The preference shares shall not otherwise carry entitlement to
dividend.
5.3 Redemption of preference shares
A reduction of the share capital, although not below the minimum capital, may
take place following a resolution by a General Meeting through redemption of
preference shares as set out below.
The allocation of which preference share that shall be redeemed shall be made
pro rata in relation to the number of preference shares that each preference
shareholder owns at the time of the General Meeting's resolution on redemption.
If the allocation as set out above does not amount to an even number of shares,
the Board of Directors shall decide on allocation of the additional preference
shares to be redeemed. If the resolution is approved by all holders of
preference shares the General Meeting may however decide which preference shares
are to be redeemed.
The redemption amount shall be calculated as follows:
a) Up to the fifth anniversary of the first new issue of preference shares (the
"Initial Issue"), an amount corresponding to (i) 120 per cent of the amount in
SEK paid for each preference share at the Initial Issue ("Initial Subscription
Price"), (ii) plus possible accrued part of the Quarterly Dividends, (iii) plus
any Outstanding Amount adjusted upwards by an annual interest rate as set out in
5.2 above. The redemption amount for each redeemed preference share shall never
be lower than the share's quota value.
b) As from the fifth anniversary of the Initial Issue and for the time
thereafter, an amount corresponding to (i) 110 per cent of the Initial
Subscription Price, (ii) plus possible accrued part of the Quarterly Dividends,
(iii) plus any Outstanding Amount adjusted upwards by an annual interest rate as
set out in 5.2 above. The redemption amount for each redeemed preference share
shall never be lower than the share's quota value.
"Accrued part of the Quarterly Dividends" refers to accrued Quarterly Dividends
for the period commencing the day after the latest record day for dividend until
and included the day for payment of the redemption amount. The number of days
shall be calculated based on the actual number of days in relation to 90 days.
From the day when payment of the redemption amount falls due, all calculation
according to 5.3 third paragraph shall cease.
5.4 The Company’s dissolution
If the company is dissolved preference shares shall carry preferential rights
before ordinary shares to receive from the company's assets an amount per
preference share corresponding to (i) 110 per cent of the Initial Subscription
Price, (ii) possible accrued part of the Quarterly Dividends as set out in 5.3
above, and (iii) any Outstanding Amount adjusted upwards by an annual interest
rate as set out in 5.2 above, prior to any distribution to owners of ordinary
shares. Preference shares shall otherwise not carry any entitlement to a share
of distribution.
5.5 Issues
Should the company decide to issue new shares of more than one class through a
cash issue or a set-off issue, holders of ordinary shares and preference shares
shall have preferential right to subscribe for new shares of the same class in
proportion to their existing shareholding in that class (primary preferential
right). Shares that are not subscribed for with primary preferential right shall
be offered to all shareholders for subscription (subsidiary preferential right).
Should the number of shares offered in this way not be enough for subscription
through subsidiary preferential right, said shares shall be apportioned among
subscribers in proportion to their existing shareholdings, regardless of whether
the shares in the company already held by them are ordinary shares or preference
shares. To the extent this is not possible as regards to certain shares, the
distribution shall be made by lottery.
Should the company decide to issue new shares of only one class through a cash
issue or a set-off issue, the existing shareholders of the class of shares that
is the subject of the new issue shall carry preferential right to such new
shares in proportion to their existing shareholding in that class (primary
preferential right). Shares that are not subscribed for with primary
preferential right shall be offered to all shareholders for subscription
(subsidiary preferential right). Should the number of shares offered in this way
not be enough for subscription through subsidiary preferential right, said
shares shall be apportioned among subscribers in proportion to their existing
shareholdings, regardless of whether the shares in the company already held by
them are ordinary shares or preference shares. To the extent this is not
possible as regards to certain shares, the distribution shall be made by
lottery.
Should the company decide through a cash issue or a set-off issue to issue
subscription warrants or convertibles, shareholders shall have preferential
right to subscribe for subscription warrants as if the issue was in respect of
the shares that may be subscribed for by exercising the subscription warrants
and to subscribe for convertibles as if the issue was in respect of the shares
that the convertibles may be exchanged for.
The aforesaid shall not imply any limitation in the possibility of a decision on
cash issue or set-off issue with divergence from shareholders' preferential
rights.
An increase of the share capital by a bonus issue, where new shares are issued,
may only occur by an issue of new ordinary shares. In such case, only holders of
ordinary shares have preferential right to such new ordinary shares in
proportion to their existing shareholding of ordinary shares. What has just been
said shall not imply any limitation in the possibility to issue new classes of
shares through a bonus issue, after necessary amendments to the Articles of
Association.
Item 19
The Board proposes that the AGM resolves that Arise shall issue, offer and
assign a maximum of 338,000 warrants to employees in the Company or its Group
(”Warrant” and the ”Program” respectively). Each Warrant shall include the
right, in the future, to subscribe for one ordinary share in the Company at a
subscription price set at 125 percent of the ordinary shares of the Company on
the Nasdaq OMX Stockholm traded volume weighted average closing price during the
period from May 6 to May 20, 2015 (the ”Measuring period”). 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 number
crowns, whereas fifty öre shall be rounded down.
Members of the group management, i.e. senior management (a total of six
persons), shall have the right to subscribe for maximum 20,000 Warrants through
the Program, and other employees shall have the right to subscribe for maximum
6,000 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 the Company.
The Warrants expire on March 12, 2018 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
2015, and notice to participate shall be given no later than June 12, 2015. The
Board of Directors shall be entitled to prolong the offer until August 31, 2015.
A group subsidiary shall have the right to subscribe for the Warrants for
further assignment to the employees who have been allotted Warrants. Warrants
that are not used by the subsidiary according to the above, shall be returned to
the Company for cancellation.
Assuming full acceptance of the offer in the Program and full subscription of
Warrants, the share capital will increase by SEK 27,040 with a dilution of
approximately one (1) percent of the capital and votes in the Company, which
together with already outstanding programs provides a cumulative maximum
dilution of about one (1) 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 20
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 preferences 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 21
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 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 of the company, to finance acquisitions or other transactions, or
otherwise for disposal or redemption.
Item 22
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 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.
Particular majority decisions
Valid resolution under item 19 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 18, 20, 21 and 22
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, April 2015
Arise AB (publ)
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 1 April 2015.
For further information, please contact
Peter Nygren, CEO Arise AB, +46 706 300 680
Leif Jansson, Head of Investor Relations, +46 707 340 554
About Arise
Arise is one of Sweden's leading onshore wind power companies. The
company´s business concept is to develop, build and manage wind farms for its
own and investors´ account with the aim of selling electricity produced by
onshore wind turbines. 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
