Arise

REG

The shareholders of Arise AB are hereby given notice to attend the Annual General Meeting (“AGM”) on Wednesday May 7, 2025 at 11.00 a.m. at Hotel Tylösand, Tylöhusvägen 28, SE-302 73 Halmstad, Sweden.

 

Notification

Shareholders wishing to attend the AGM must be recorded in the company’s share register kept by Euroclear Sweden AB as of Monday April 28, 2025 and, further, no later than on Wednesday April 30, 2025, 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 mail to Arise AB, Bolagsstämma, Linjegatan 7, SE-302 50 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 copy of the 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, Linjegatan 7, and will be sent to shareholders who request it and state their address.

 

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the AGM, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Wednesday April 30, 2025. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

 

Accounting documents and complete proposals

Accounting documents, audit report, the Board’s remuneration report, the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives, complete proposals for decisions, the Board of Directors’ statement pursuant to Chapter 18 Section 4 and Chapter 19 Section 22 of the Swedish Companies Act and other documents for the AGM are presented by keeping them available at the company’s head office in Halmstad and at the company’s website (www.arise.se) no later than three weeks before the AGM and will upon request be sent to shareholders who state their address. Copies of the documents will also be available at the AGM.

 

This document is an unofficial translation of the corresponding Swedish document. In the event of any discrepancies between the text contained in this document and the Swedish document, the latter shall prevail.

 

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
 

0. Opening of the General Meeting
1. Election of Chairman of the General Meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Consideration of whether the General Meeting has been duly convened
6. Report on work carried out by the Board of Directors and its standing committees
7. Address by the CEO
8. Presentation of the Annual Report and Audit Report for 2024 and the Consolidated Annual Report and Consolidated Audit Report for 2024 as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives
9. 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
10. Resolution on distribution of the company’s results
11. Resolution on Board of Directors’ and the CEO’s discharge from liability
12. Determination of the number of members of the Board of Directors as well as the number of auditors and deputy auditors
13. Determination of remuneration for the members of the Board of Directors and the auditor
14. Election of members of the Board of Directors and auditor
15. Instruction for the Nomination Committee
16. Approval of remuneration report
17. Resolution on (A) reduction of the share capital by way of cancellation of own ordinary shares and (B) increase of the share capital by way of a bonus issue
18. Authorization for issues of ordinary shares, preference shares and convertibles
19. Authorization for repurchase of own ordinary shares
20. Authorization for transfer of own ordinary shares
21. Closing of the General Meeting

 

Proposed resolutions

 

Item 1: Election of Chairman of the General Meeting

The Nomination Committee, which has consisted of Johan Claesson (chairman), representing his own holdings and through company, Lars Hagerud, representing AltoCumulus Asset Management, Peter Lundkvist, representing Tredje AP-fonden, Marcus Neckmar, representing Andra AP-fonden, and the chairman of the Board of Directors, Joachim Gahm, proposes that attorney Jonas Frii is appointed as Chairman of the AGM.

 

Item 10: Resolution on distribution of the company’s results

The Board of Directors proposes that the AGM resolves that a dividend of SEK 1.25 per share shall be paid. The proposed record date for the dividend is Friday May 9, 2025. The dividend is expected to be paid through Euroclear Sweden AB on Wednesday May 14, 2025.

 

Item 12: Determination of the number of members of the Board of Directors as well as the number of auditors and deputy auditors

The Nomination Committee proposes that six ordinary board members are elected for the period until the next AGM. The Nomination Committee further proposes that one registered public accounting firm, without deputy, is appointed as auditor for the period until the next AGM.

 

Item 13: Determination of remuneration for the members of the Board of Directors and the auditor

The Nomination Committee proposes that total remuneration for the Board and its Committees shall be paid with a maximum of SEK 2,844,000 (SEK 2,372,500 previous year). SEK 795,000 is remuneration to the Chairman of the Board and SEK 325,000 is remuneration to every other member of the Board who is not employed by the company. SEK 309,000 in total is proposed to be paid in remuneration for work in the Audit Committee (of which the Chairman receives SEK 125,000 and every other member SEK 92,000), and SEK 115,000 in total is proposed to be paid for work in the Remuneration Committee (of which the Chairman receives SEK 65,000 and every other member SEK 50,000).
 

It is noted that the possibility for board members to invoice board remuneration is very limited. However, if taxable conditions allow for invoicing and if invoicing is cost-neutral for Arise, it is proposed that the board members shall be able to invoice his or her remuneration through a company. 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.

 

It is further proposed, in accordance with the recommendation from the Audit Committee, that remuneration for the auditor should be paid according to customary norms and approved invoice.

 

Item 14: Election of members of the Board of Directors and auditor

The Nomination Committee proposes that Joachim Gahm, Johan Damne, Mikael Schoultz and P-G Persson are re-elected as ordinary board members and that Erik Rune and Mia Bodin are elected as new ordinary board members. Furthermore, it is proposed that Joachim Gahm is re-elected as Chairman of the Board.

 

Erik Rune, born 1973, is since 2024 the CEO of Claesson & Anderzén. Erik has many years of experience in the real estate industry and has previously been, among other things, CEO of Holmströmgruppen and Managing Director of London & Regional Properties' Nordic operations. He has also worked with real estate financing at SEB and Eurohypo.

 

Other ongoing assignments: Board member of BZK Grain Alliance AB, CA Fastigheter Aktiebolag (publ), Rebellion Capital AB, Boet Bostad Holding AB (publ) and Lyvia Group AB (publ). 

 

Education: Master of Science (Economics and Business) from Stockholm School of Economics.

 

Shareholding in Arise AB: Erik Rune owns no shares in the company and is considered to be independent in relation to the company and its senior management but not in relation to major shareholders.

 

Mia Bodin, born 1977, is co-founder of Bodecker Partners and has more than 20 years’ experience of energy markets. Mia has, among other things, worked several years as the leading analyst for EU ETS emission allowances, Nordic power and environmental instruments at Modity Energy Trading and at E.ON in Sweden and Germany. At Bodecker Partners, Mia is responsible for long-term market analysis and PPA advisory for investors in large-scale renewable electricity production and climate-transitioning industry, and the hydrogen/PtX sectors.

 

Other ongoing assignments: Board member of Bodecker Partners AB, Golem AB, Maginum Capital Management AB (not active), Svensk Vindenergi Ekonomisk förening and Urdar Advise AB. Deputy board member of Nordiska Elbolaget AB (not active).

 

Education: Master of Science (Business Administration) from Stockholm University.

 

Shareholding in Arise AB: Mia Bodin owns no shares in the company and is considered to be independent in relation to the company and its senior management as well as in relation to major shareholders.

 

Information on the board members who are proposed for re-election can be found in the Annual Report and at the company’s website (www.arise.se).

 

At the AGM held 2024, the registered public accounting firm Öhrlings PricewaterhouseCoopers AB was elected as the company’s auditor for the period until the end of the first AGM held after 2024. The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the registered public accounting firm Öhrlings PricewaterhouseCoopers AB is re-elected as the company’s auditor for the period until the end of the first AGM held after 2025. Öhrlings PricewaterhouseCoopers AB has informed that the authorized public accountant Ulrika Ramsvik will continue to be appointed as the principal auditor.

 

Item 15: Instruction for the Nomination Committee

Appointment of the Nomination Committee will take place before coming elections and payment of remuneration. It is proposed that the Nomination Committee consists 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 16: Approval of remuneration report

The Board of Directors proposes that the AGM resolves to approve the Board’s remuneration report for the financial year 2024.

 

Item 17: Resolution on (A) reduction of the share capital by way of cancellation of own ordinary shares and (B) increase of the share capital by way of a bonus issue

1. Reduction of the share capital by way of cancellation of own ordinary shares

The Board of Directors proposes that the AGM resolves to reduce the share capital by way of cancellation of 1,542,178 own ordinary shares repurchased within the framework of the company’s buyback program. As a result of the reduction, the share capital will decrease by SEK 128,518.337356. The purpose of the reduction is allocation to unrestricted equity.

2. Increase of the share capital by way of a bonus issue

To restore the share capital after the reduction of the share capital set out in item A above, the Board of Directors proposes that the AGM simultaneously resolves to increase the share capital by SEK 128,518.337356 through a bonus issue, by transferring the same amount from the company’s unrestricted equity without the issuance of new shares.

 

The Board’s report in accordance with Chapter 20 Section 13 of the Swedish Companies Act (2005:551)

In accordance with Chapter 20 Section 13 of the Swedish Companies Act, the Board of Directors reports as follows. The resolution to reduce the company’s share capital by cancellation of own ordinary shares according to item A can be carried out without authorization from the Swedish Companies Registration Office (Sw. Bolagsverket) or a general court, since the company at the same time carries out an equal increase of the share capital by way of a bonus issue in accordance with item B. Thus, the company’s restricted equity and share capital will remain unchanged.

The Board of Directors’ proposal in accordance with items A and B above shall be resolved upon as one resolution by the AGM.

 

Item 18: Authorization for issues of ordinary shares, preference shares and convertibles

The Board of Directors 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 convertible bonds transferable to ordinary shares and/or preference shares. 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.

 

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 purpose of the authorization, as well as the reasons to allow deviation from the shareholders’ preferential rights, is to enable changes of the capital structure of the company, acquisitions or other structural businesses in the line of business.

 

Item 19: Authorization for repurchase of own ordinary shares

The Board of Directors proposes that the AGM authorizes the Board to, until the next AGM, on one or more occasions, resolve on repurchase of a maximum of 1/10 of the total 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 deviation from the shareholders’ preferential rights. If the repurchase takes place on Nasdaq Stockholm, the price shall be within the registered price interval at any given time. It should be possible to repurchase shares in order to enable changes of the capital structure of the company, to finance acquisitions or other transactions, or otherwise for disposal or redemption.

 

Item 20: Authorization for transfer of own ordinary shares

The Board of Directors proposes that the AGM authorizes the Board to, until the next AGM, on one or more occasions, resolve on transfer of a maximum of 1/10 of all ordinary shares. It is proposed that the authorization should include the right to decide on deviation from the shareholders’ preferential rights, the conditions therefore and the way in which the transfer shall take place. It should be possible to transfer the shares in connection with possible acquisitions or other transactions or by sale on the open market. Upon sale on Nasdaq Stockholm, the transfer shall be made at the current quotation.

 

Particular majority decisions

Valid resolutions in accordance with items 17–20 require that the proposals are supported by shareholders representing at least two thirds of the votes submitted and represented at the AGM.

 

Number of shares and votes

As of the date of issuing of this notice to attend the AGM, the total number of registered shares and votes in the company amounts to 42,713,301. As of this date the company holds 1,542,178 own ordinary shares.

 

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

 

Halmstad in March 2025
Arise AB (publ)
The Board of Directors

 

For further information, please contact

Per-Erik Eriksson, CEO Arise AB, +46 702 409 902

 

This information was submitted for publication, through the agency of the contact person set out above, at 11.30 CET on March 26, 2025.

About Arise
Arise is a leading independent company that realises new green energy. The company develops, builds, sells and manages renewable electricity production. The company is listed on Nasdaq Stockholm.
Arise AB (publ), Linjegatan 7, 302 50 Halmstad, tel. +46 10 450 71 00, org.nr. 556274-6726, E-mail: info@arise.se, www.arise.se