AGM Information • Mar 27, 2012
AGM Information
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The shareholders in Arise Windpower AB (publ) ("Arise") are hereby given notice to attend the Annual General Meeting of Shareholders on Wednesday, April 25, 2012 at 11.00 a.m. at Scandic Hallandia, Rådhusgatan 4, 302 43 Halmstad.
Shareholders wishing to attend the Annual General Meeting (AGM) must, first, be listed in the share register kept by Euroclear Sweden AB on Thursday April 19, 2012 and secondly, on Thursday April 19, 2012, preferably no later than 4.00 p.m. they must have informed Arise of their attendance and number of assistances, if any, by email to [email protected]. Such notification can also be given by telephone +46 35 20 20 900, fax +46 35 22 78 00, or mail to Arise Windpower AB (publ), Bolagsstämma, P.O. Box 808, 301 18 Halmstad, Sweden.
Notification ought to include the shareholder's name, address, telephone number, personal or corporate identity number, registered shareholding and information on number of assistances, if any. Notification and particulars of any proxy and assistances 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 powers of attorney shall be in writing and submitted no later than at the AGM, but preferably by sending a copy thereof before that. 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. Forms for power of attorney can be found at the company's website www.arisewindpower.se and at the head office in Halmstad, Kristian IV:s väg 3, and will be sent to shareholders who so request 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 Thursday April 19, 2012. 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, audit report, the Board's proposal under items 11, 17 and 18, the auditor's report pursuant to chapter 8 section 54 of the Swedish Companies Act and other complete proposals will be sent to shareholders upon request, and are also available at www.arisewindpower.se and at the head office in Halmstad no later than Wednesday, April 4, 2012. Copies of the documents will also be available at the Meeting.
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.
Presentation of the Annual Report and Audit Report for 2011 and the Consolidated Annual Report and Consolidated Audit Report for 2011
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
Resolution on distribution of the Company's results
Resolution on discharge from liability for the Board members and CEO
The Nomination Committee proposes that the Chairman of the Board, Pehr G Gyllenhammar, is appointed Chairman of the Meeting.
The Board proposes that unappropriated earnings of SEK 1,296,595,710 are carried forward to a new account.
The Nomination Committee proposes that six ordinary Board members are elected. The members are to be appointed until the end of the first AGM held after 2012. The Nomination Committee proposes that a 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 2012.
The remuneration for the Board proposed by the Nomination Committee is SEK 1,000,000 (previously a maximum of SEK 1,000,000) for the Chairman and SEK 250,000 (previously SEK 250,000) for every other Board member who is not employed by 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 175,000 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 at the most SEK 400,000 (including maximum per member) that can be released upon decision of the Board. The total remuneration proposed for the Board members is a maximum of SEK 2,500,000 (previously SEK 2,200,000). It is proposed that the remuneration for the auditor should be paid according to customary norms and approved invoice.
The Nomination Committee proposes re-election of Pehr G Gyllenhammar (as Chairman of the Board), Jon Brandsar, Birger von Hall, Joachim Gahm and Peter Nygren (also CEO) as ordinary board members. Information on the Board members may be found in the Annual Report and at www.arisewindpower.se. The Nomination Committee has proposed election of Maud Olofsson as a new ordinary board member. Maud Olofsson was born in 1955 and has vast experience from Swedish trade and industry. She has i.a. been the party leader for the Center party (Sw. Centerpartiet) (2001 – 2011), Minister for Enterprise and Energy (Sw. Näringsminister) (2006 – 2011) and Deputy Prime Minister (2006 – 2011). Neither Maud Olofsson, nor any to her associated person, holds any shares or other financial instruments in Arise.
At the AGM 2008 Öhrlings PricewaterhouseCoopers AB was elected as the Company's accounting firm for the period until the AGM 2012. The Nomination Committee proposes that Öhrlings PricewaterhouseCoopers AB is re-elected as accounting firm.
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 plus the Chairman of the Board. Remuneration will not be paid to the members of the Nomination Committee.
The Board proposes that the AGM should resolve to adopt guidelines regarding remuneration for group management of the Company, including fixed salary and, from time to time, variable payments of a maximum of one-third of the annual fixed salary. Variable payments should be based on predetermined, measurable criteria. The Annual Report for 2011 specifies remuneration and benefits for the senior management during 2011.
The Board proposes that the AGM resolves that Arise Windpower AB (publ) (the "Company") shall issue, offer and assign a maximum of 382,000 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 share in the Company at a subscription price set at 125 percent of the shares of the Company on the Nasdaq OMX Stockholm traded volume weighted average closing price during the period from April 26 to May 10, 2012 (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) and other members of the management group comprising of chief executive of the Group's subsidiaries and certain chiefs of staff (a total of 5 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, 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.
The Board does not have the right to apply for subscription of Warrants through the Program.
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. As of preliminary assumptions, the premium for the Warrants is estimated to be approximately SEK 4.65 per Warrant
The Warrants expire on March 13, 2015 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 June 2012, and notice to participate shall be given no later than July 1, 2012. 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, dilution will be 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 4.8 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 during March 2012, 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
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 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.
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 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.
The Board proposes that the AGM 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 should 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.
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 - 21 require that the proposals are supported by shareholders representing at least two thirds of the votes submitted and represented at the Meeting.
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. The Company holds no own shares as of this date.
Halmstad, March 2012 Arise Windpower AB (publ) The Board of Directors
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