CA Fastigheter har erhållit ny rating från NCR (Nordic Credit Rating) där vi fortsatt bedöms ha kreditbetyget BBB- i likhet med de två föregående årens bedömning.
Månad: april 2023
Formal waiver of certain conditions for Arise AB’s (publ) senior unsecured green bond 2022/2026 (ISIN: SE0017487416)
Arise AB (publ) (”Arise”) has on April 3, 2023 announced the completion of the acquisition of 51% of the shares in Pohjan Voima Oy (”Pohjan Voima”), a company active within the development of onshore wind and solar power in Finland. Within the framework of the transaction, certain shareholder loans may be provided from Arise to Pohjan Voima for the purpose of financing such energy projects in Finland.
The terms of the Arise senior unsecured green bond 2022/2026 permits shareholder loans to be provided to companies that Pohjan Voima controls more than 50 percent. A limited part, a maximum of EUR 700,000, of the contemplated loans are intended to be provided to a company that Pohjan Voima controls to only 50 percent. Arise has therefore submitted a request to Nordic Trustee & Agency AB (publ) (the ”Agent”) regarding a formal waiver of conditions in the unsecured green bond regarding the provision of such limited loans.
Arise and the Agent (acting on behalf of the bondholders) have agreed to provide Arise a formal waiver to provide the proposed loans as the Agent is satisfied that the loans are not detrimental to the interests of the bondholders, which the bondholders will receive or have received notice of from the Agent and Arise hereby publishes according to the terms.
Halmstad, 17 april 2023
Power production first quarter 2023 amounted to 87.0 GWh
Weaker wind conditions than normal during the first quarter of the year resulted in a power production of 87.0 GWh, compared to the quarter’s budget of 96.2 GWh.
Halmstad, 12 April 2023
Notice of the annual general meeting in Catella AB
The annual general meeting in Catella AB, reg. no. 556079-1419, (the “Company” or “Catella”) will be held on Wednesday 10 May 2023 at 10.00 at GT30, Grev Turegatan 30 in Stockholm, Sweden. Registration for the annual general meeting will commence at 09.30. The board of directors has resolved that shareholders shall also be able to exercise their voting rights by postal voting in advance in accordance with § 11 of the articles of association.
Right to participate in the annual general meeting
Shareholders who wish to participate in the annual general meeting shall:
- be recorded in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday 2 May 2023; and
- give notice to attend the annual general meeting no later than Thursday 4 May 2023. Notice to attend can be made by post to Catella AB, “Annual General Meeting 2023”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by telephone +46(0)8-402 91 33 or via Euroclear Sweden AB’s website https://anmalan.vpc.se/euroclearproxy. When giving notice of attendance, please state your name or company name, personal identification number or company registration number, address and telephone number. The registration procedure described above also applies to advisors.
Shareholders who wish to use the possibility of postal voting in advance shall do so in accordance with the instructions under the heading Postal voting below.
Nominee registered shares
To be entitled to participate in the annual general meeting, a shareholder whose shares are nominee registered must have the shares re-registered in their own name so that the shareholder is recorded in the presentation of the share register as per Tuesday 2 May 2023. Such registration may be temporary (so-called voting right registration) (Sw. rösträttsregistrering) and is requested from the nominee in accordance with the nominee’s procedures in such time in advance as determined by the nominee. Voting right registrations effected by the nominee no later than Thursday 4 May 2023 will be considered in the presentation of the share register.
Proxies etc.
Shareholders who wish to attend the meeting venue in person or by proxy are entitled to bring one or two advisors. Shareholders who wish to bring advisors shall state this in connection with their notification. Shareholders who are represented by a proxy shall issue a written and dated power of attorney for the proxy. If the power of attorney has been issued by a legal entity, a certificate of registration or corresponding authorization documents shall be enclosed. To facilitate the registration at the general meeting, powers of attorney as well as certificates of registration and other authorization documents should be received by the Company on the above-mentioned address no later than 4 May 2023. A proxy form is available on the Company’s website, https://www.catella.com/en/investor-relations/corporate-governance/general-meetings.
Postal voting
A certain form shall be used for postal voting. The postal voting form is available at the Company’s website, https://www.catella.com/en/investor-relations/corporate-governance/general-meetings. The completed and signed postal voting form shall be submitted by post to Catella AB, “Annual General Meeting 2023”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com. The completed and signed form must be received by Euroclear Sweden AB, who administers the forms on behalf of the Company, no later than by Thursday 4 May 2023. Shareholders may also cast their postal votes electronically via BankID verification as per instructions available on Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy. Such electronic postal votes shall be submitted no later than Thursday 4 May 2023.
If the shareholder postal votes by proxy, a power of attorney shall be enclosed with the form. A proxy form is available on the Company’s website, https://www.catella.com/en/investor-relations/corporate-governance/general-meetings. If the shareholder is a legal entity, a certificate of registration or corresponding authorization documents shall be enclosed to the form. The shareholder may not provide special instructions or conditions to the postal voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions are available on the postal voting form and on Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy.
Shareholders’ right to receive information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors deems that it can be done without material harm to the Company, at the general meeting provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company’s financial situation. The disclosure obligation also relates to the Company’s relationship with group companies and the consolidated accounts, as well as such relationships regarding subsidiaries as referred to in the previous sentence.
Proposed agenda
- Opening of the general meeting
- Election of chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two persons to check and verify the minutes jointly with the chairman
- Determination of whether the general meeting has been duly convened
- Statement by the CEO
- Presentation of the annual accounts and the auditor’s report as well as the consolidated annual accounts and the auditor’s report for the Group
- Resolution regarding adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
- Resolution regarding dispositions of the company’s profit or loss in accordance with the adopted balance sheet
- Resolution regarding discharge from liability of the board members and the CEO
- Presentation of the remuneration report 2022 for approval
- Determination of the number of board members, auditors and any deputy auditors
- Determination of the remuneration to the board members and the auditor
- Election of board members, chairman of the board of directors, auditor and any deputy auditors
- Resolution regarding authorization for the board of directors to resolve on issue of shares
- Resolution regarding authorization for the board of directors to resolve on repurchase and transfer of own shares
- Closing of the general meeting
Proposed resolutions
Proposals for resolutions under items 2 and 13-15 below have been presented by Catella’s nomination committee ahead of the annual general meeting 2023, comprising Eje Wictorson (chairman of the nomination committee), appointed by Claesson & Anderzén, Erik Eikeland, appointed by Alcur Fonder, and Mia Arnhult, appointed by M2.
Proposals for resolutions under items 5, 10, 12 and 16-17 have been presented by the board of directors of the Company.
Item 2. Election of chairman of the general meeting
The nomination committee proposes that Johan Claesson is elected chairman of the annual general meeting.
Item 5. Election of two persons to check and verify the minutes jointly with the chairman
The board of directors proposes that Petter Mattsson, representing Alcur Fonder, and Andreas Lindenhierta, representing M2, as persons to check and verity the minutes jointly with the chairman.
Item 10. Resolution regarding dispositions of the company’s profit or loss in accordance with the adopted balance sheet
The board of directors proposes that the annual general meeting resolves on a dividend to the shareholders of SEK 1.20 per share for the financial year 2022 and that the remaining profit is carried forward. Based on the total number of shares in the Company as per the date of this notice, the proposed dividend amounts to a total of SEK 106,018,286.40.
The board of directors proposes Friday 12 May 2023 as record day for the dividend. If the annual general meeting resolves in accordance with the proposal, the dividend is expected to be paid by Euroclear Sweden AB on Wednesday 17 May 2023.
Item 12. Presentation of the remuneration report 2022 for approval
The board of directors proposes that the annual general meeting resolves to approve the board of directors’ remuneration report for 2022 in accordance with Chapter 8, Section 53 a of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
Item 13. Determination of the number of board members, auditors and any deputy auditors
The nomination committee proposes that the board of directors shall comprise six (6) members with no deputy board members and that the Company shall have one (1) auditor and no deputy auditor.
Item 14. Determination of the remuneration to the board members and the auditor
The nomination committee proposes the following remuneration for work in the board of directors for the period until the end of the next annual general meeting (previous year’s remuneration stated in parentheses):
- SEK 615,000 to the chairman of the board of directors (SEK 600,000);
- SEK 380,000 to each of the other board members (SEK 370,000); and
- for work in the committees, SEK 140,000 to the chairman of the board of directors’ audit committee (SEK 135,000) and SEK 108,000 to each of the other two members (SEK 105,000) as well as SEK 43,000 to the chairman of the board of directors’ remuneration committee (SEK 42,000) and SEK 33,000 to the other member (SEK 32,000).
If the annual general meeting resolves in accordance with the nomination committee’s proposals regarding board composition and remuneration to the board of directors, including remuneration for work in the committees, under items 13 and 14, the total remuneration to the board of directors will amount to SEK 2,947,000 (SEK 2,869,000).
Further, the nomination committee proposes that remuneration to the auditor shall be paid in accordance with approved invoices.
Item 15. Election of board members, chairman of the board of directors, auditor and any deputy auditors
The nomination committee proposes, until the end of the next annual general meeting, election of Sofia Watt and Samir Kamal as new board members and re-election of the board members Johan Claesson, Tobias Alsborger, Johan Damne and Anneli Jansson.
The nomination committee proposes re-election of Johan Claesson as chairman of the board of directors.
In accordance with the recommendation from the audit committee, the nomination committee proposes election of the registered accounting firm KPMG AB as new auditor for the period until the end of the annual general meeting 2024. KPMG has informed the Company that the authorized public accountant Johanna Hagström will be appointed as auditor-in-charge if KPMG is elected as auditor.
Item 16. Resolution regarding authorization for the board of directors to resolve on issue of shares
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions during the period until the end of the next annual general meeting, with or without deviation from the shareholders’ preferential rights, resolve on a new issue of shares of Class A and/or Class B, provided that such an issue can be made without amending the articles of association. The total number of shares that may be issued under the authorization may in total not exceed ten (10) percent of the total number of shares in Catella at the time of the annual general meeting. A new issue by virtue of the authorization shall be made on market terms against payment in cash, contribution in kind or by way of set-off.
The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights are to enable the Company to increase growth and improve results and cash flow by financing acquisitions and/or investments and thus contribute to increased shareholder value, as well as to promote increased liquidity in the Company’s shares and a larger shareholder base in the Company.
Item 17. Resolution regarding authorization for the board of directors to resolve on repurchase and transfer of own shares
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions during the period until the end of the next annual general meeting, resolve on repurchase of the Company’s own shares of Class A and/or Class B. Repurchase of shares may only be made at a maximum number of shares so that the Company’s holding, from time to time after such repurchase, does not exceed ten (10) percent of the total number of shares in the Company. Repurchase may only be made on Nasdaq Stockholm at a price per share within the prevailing share price interval at the time, where share price interval means the difference between the highest buying price and the lowest selling price. In the event that repurchase is effected by a stock broker assigned by the Company, the share price may, however, correspond to the volume weighted average price during the time period within which the shares were repurchased, even if the volume weighted average price on the date of delivery falls outside the price range. Payment for the shares shall be made in cash.
Further, the board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions during the period until the end of the next annual general meeting, resolve to transfer own shares of Class A and/or Class B. The maximum number of shares of Class A and/or Class B that may be transferred may not exceed the total number of shares of Class A and/or Class B held by Catella at any given time.
Transfers shall take place on or outside Nasdaq Stockholm, including a right to resolve on deviation from the shareholders’ preferential rights. Transfers of shares of Class A and/or Class B on Nasdaq Stockholm shall be made at a price within the prevailing share price interval at the time, where share price interval means the difference between the highest buying price and the lowest selling price. Transfers of shares of Class A and/or Class B outside Nasdaq Stockholm shall be made on market terms and to a price in cash or value of property received that corresponds to the share price at the time of the transfer of the shares of Class A and/or Class B in Catella that are transferred, with any deviation that the board of directors deems appropriate in the individual case.
The purpose of the above authorizations regarding repurchase and transfer of own shares of Class A and/or Class B, and the reason for the deviation from the shareholders’ pre-emptive right (in relation to transfer), is to enable the Company to increase growth and improve results and cash flow by financing acquisitions and/or investments in a cost-effective manner through payment with the Company’s own shares, and to enable the achievement of a more appropriate capital structure from time to time.
Majority requirements
For valid resolutions of the annual general meeting in accordance with the board of directors’ proposals under items 16 and 17 above, the resolutions must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the annual general meeting.
Available documents
The proposals of the board of directors and the nomination committee to the annual general meeting are set out in this notice. Accounting documents, the auditor’s report and other documents to the annual general meeting are available on the Company’s website, www.catella.com/en/investor-relations/corporate-governance/general-meetings, and at the Company’s headquarters at Birger Jarlsgatan 6, SE-114 34 Stockholm, Sweden. The notice and the other documents will be sent, free-of-charge, to shareholders who so request and state their address. The documents can be ordered via Euroclear Sweden AB using the contact information stated above.
Number of shares and votes
As per the date of this notice, the total number of shares in the Company amounts to 88,348,572, of which 2,480,742 are shares of Class A with five (5) votes each and 85,867,830 are shares of Class B with one (1) vote each, corresponding to a total of 98,271,540 votes. As per the same date, the Company does not hold any own shares.
Authorization
The Board of directors, the CEO or the person appointed by either of them shall have the right to make the minor adjustments to the general meetings’ resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office and/or Euroclear Sweden AB.
Processing of personal data
For information about how your personal data is processed, please refer to the integrity policy that is available on Euroclear Sweden AB’s website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Translation
This English version of the notice convening the annual general meeting of Catella AB is a convenience translation of the Swedish version. In the event of any discrepancies between the versions, including any documents prepared in relation thereto, the Swedish version shall prevail.
Stockholm in April 2023
Catella AB
The Board of Directors
Notice to attend the Annual General Meeting of Shareholders of 2023
The shareholders of Arise AB are hereby given notice to attend the Annual General Meeting (“AGM”) on Thursday May 4, 2023 at 11.00 a.m. at Hotel Tylösand, Tylöhusvägen 28, 302 73 Halmstad.
Notification
Shareholders wishing to attend the AGM must be recorded in the company’s share register kept by Euroclear Sweden AB as of Tuesday April 25, 2023 and, further, no later than on Thursday April 27, 2023, 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 10 450 71 22 or by mail to Arise AB, Bolagsstämma, P.O. Box 808, SE-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 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 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 Thursday 27 April 2023. 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. Copies of the documents will upon request be sent to shareholders who state their address.
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
- Opening of the General Meeting
- Election of Chairman of the General Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Consideration of whether the General Meeting has been duly convened
- Report on work carried out by the Board of Directors and its standing committees
- Address by the CEO
- Presentation of the Annual Report and Audit Report for 2022 and the Consolidated Annual Report and Consolidated Audit Report for 2022 as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives
- 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 Board of Directors’ and the CEO’s discharge from liability
- Determination of the number of members of the Board of Directors as well as the number of auditors and deputy auditors
- Determination of remuneration for the members of the Board of Directors and the auditor
- Election of members of the Board of Directors and auditor
- Instruction for the Nomination Committee
- Approval of remuneration report
- Authorization for issues of ordinary shares, preference shares and convertibles
- Authorization for acquisition of own ordinary shares
- Authorization for divestment of own ordinary shares
- 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, Peter Lundkvist, representing Tredje AP-fonden, Lars Hagerud, representing AltoCumulus Investments, Richard Torgerson, representing Nordea Funds, and the chairman of the Board of Directors, Joachim Gahm, proposes that attorney Jonas Frii is appointed Chairman of the AGM.
Item 10: Resolution on distribution of the company’s results
The Board proposes that the AGM resolves that a dividend of SEK 1 per share shall be paid, resulting in a total dividend of SEK 44,494,235. The proposed record date for the dividend is Monday May 8, 2023. The dividend is expected to be paid through Euroclear Sweden AB on Thursday May 11, 2023.
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 five 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 2,280,000 (SEK 1,892,000 previous year). SEK 735,000 is remuneration to the Chairman and SEK 300,000 is remuneration to every other member of the Board who is not employed by the company. SEK 285,000 in total is proposed to be paid in remuneration for work in the Audit Committee (of which the Chairman receives SEK 115,000 and every other member SEK 85,000), and SEK 60,000 in total is proposed to be paid for work in the Remuneration Committee (of which the Chairman receives SEK 60,000).
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, Eva Vitell and Mikael Schoultz are re-elected as ordinary board members and that P-G Persson is elected as new ordinary board member. Furthermore, it is proposed that Joachim Gahm is re-elected as Chairman of the Board.
P-G Persson, born 1965, has a Master of Science degree in civil engineering from Chalmers University of Technology. P-G has extensive experience in real estate ownership and development with a focus on urban, real estate and project development and sustainable real estate ownership. P-G is resigning President and CEO of Platzer Fastigheter Holding AB, which under P-G’s leadership has gone from a small unlisted real estate company to a listed company on Large Cap. Previously, P-G has held various management roles in the Skanska Group and in Coor Service Management.
P-G Persson’s other assignments include: board member of Svenska Sportpublikationer AB, board member of Rikshem AB, board member of Barnens Rätt I Samhället (BRIS) and resigning President and CEO of Platzer Fastigheter Holding AB.
P-G Persson holds no shares in Arise and is considered to be independent both in relation to Arise and its management and in relation to its 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 2022, 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 2022. 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 2023. Öhrlings PricewaterhouseCoopers 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 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 16: Approval of remuneration report
The Board proposes that the AGM resolves to approve the Board’s remuneration report for the financial year 2022.
Item 17: Authorization for issues of ordinary shares, preference shares and convertibles
The Board proposes that the AGM authorizes the Board to, on one or several occasions during the period until the next AGM, 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 18: Authorization for acquisition of own ordinary shares
The Board proposes that the AGM authorizes the Board to decide, on one or several occasions during the period until the next AGM, on 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 enable changes of the capital structure of the company, to finance acquisitions or other transactions, or otherwise for disposal or redemption.
Item 19: Authorization for divestment of own ordinary shares
The Board proposes that the AGM authorizes the Board to decide, on one or several occasions during the period 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 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 resolutions in accordance with items 17–19 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 44,494,235. As of this date the company holds 54,194 own 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 April 2023
Arise AB (publ)
The Board of Directors
For further information, please contact
Per-Erik Eriksson, CEO Arise AB, +46 702 409 902