Bulletin from Arise’s AGM

Today, on 7 May, 2024, the Annual General Meeting was held in Arise AB (publ). A summary of the adopted resolutions follows below. All resolutions were adopted with the required majority of votes.

At the Annual General Meeting on 7 May, 2024 in Arise AB (publ) it was resolved:

  • to adopt the profit and loss statement and balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet,
  • that dividend of SEK 1.20 per share shall be paid for the financial year 2023, resulting in a total dividend of SEK 53,393,082, whereby the remaining funds of SEK 1,457,802,629 is carried forward,
  • that remuneration to the Board of Directors and its Committees will be paid with SEK 2,372,500 in total and the remuneration to the auditor was resolved to be paid in accordance with customary norms and approved invoice,
  • to re-elect the Board members Johan Damne, Joachim Gahm, Eva Vitell, Mikael Schoultz and P-G Persson,
  • to re-elect Joachim Gahm as Chairman of the Board,
  • to re-elect the registered public accounting firm Öhrlings Pricewaterhousecoopers AB as the company’s auditor for the period until the end of the first Annual General Meeting held after 2024 whereby Öhrlings Pricewaterhousecoopers AB has informed that Ulrika Ramsvik will continue to be the responsible auditor,
  • to adopt instructions and rules of procedure for the next Nomination Committee,
  • to approve the Board of Directors’ remuneration report for the financial year 2023,
  • to adopt guidelines for remuneration to senior executives,
  • to reduce the share capital by way of cancellation of own shares repurchased within the framework of the company’s buyback program and to increase of the share capital by way of a bonus issue,
  • to authorize the Board of Directors to resolve on issues of ordinary shares and/or preference shares and issues of convertibles convertible to ordinary shares and/or preference shares,
  • to authorize the Board of Directors to resolve on acquisition of own shares,
  • to authorize the Board of Directors to resolve on divestment of own shares.

The members of the Board of Directors and the CEO were discharged from liability for the financial year 2023.

In accordance with the proposal from the Nomination Committee, five ordinary Board members were elected: Johan Damne (re- election), Joachim Gahm (re-election), Eva Vitell (re-election), Mikael Schoultz (re-election) and P-G Persson (re-election). Joachim Gahm was re-elected as the Chairman of the Board.

The remuneration for members of the Board of Directors and its Committees shall amount to a total of SEK 2,372,500 (SEK 2,280,000 previous year). SEK 765,000 is remuneration to the Chairman and SEK 312,000 is remuneration to every other member of the Board who is not employed by the company. SEK 297,000 in total is to be paid in remuneration for work in the Audit Committee (of which the Chairman receives SEK 120,000 and every other member SEK 88,500), and SEK 62,500 in total is to be paid for work in the Remuneration Committee (of which the Chairman receives SEK 62,500).

The Annual General Meeting resolved, in accordance with the proposal from the Nomination Committee, that a Nomination Committee shall be appointed before coming elections and remunerations. It shall be comprised of five members who shall be appointed by the four largest shareholders at the beginning of October together with the Chairman of the Board.

The Annual General Meeting resolved, in accordance with the proposal from the Board of Directors, to approve the Board of Directors’ remuneration report for the financial year 2023.

The Annual General Meeting resolved, in accordance with the proposal from the Board of Directors, to adopt guidelines for remuneration to senior executives.

The Annual General Meeting resolved, in accordance with the proposal from the Board of Directors, to reduce the share capital by way of cancellation of 1,780,934 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 142,474.72. The purpose of the reduction is allocation to unrestricted equity. The Annual General Meeting further resolved to increase the share capital by SEK 142,474.72 through a bonus issue, by transferring the same amount from the company’s unrestricted equity without the issuance of new shares, to restore the share capital after the reduction of the share capital in accordance with the above.

The Annual General Meeting resolved, in accordance with the proposal from the Board of Directors, to authorize the Board of Directors to, until the next Annual General Meeting, on one or several occasions, resolve on (1) issues of ordinary shares and/or preference shares and (2) issues of convertible bonds transferable to ordinary shares and/or preference shares, with or without deviation from the shareholders’ preferential rights. The authorization for the Board of Directors also includes the right to decide on issue in kind or right of set-off. 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 issue price shall, as a starting point, be the share’s market value at each time of issue.

The Annual General Meeting resolved, in accordance with the proposal from the Board of Directors, to authorize the Board of Directors to decide, until the next Annual General Meeting, on one or several occasions, on acquisition of no more than 1/10 of all outstanding ordinary shares from time to time with funds that can be used for appropriation of profits. The authorization includes the right to decide on exemption from the shareholders’ preferential rights. If the acquisition takes place at Nasdaq Stockholm the price shall be within the, at each time, registered price interval. It shall 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.

The Annual General Meeting resolved, in accordance with the proposal from the Board of Directors, to authorize the Board of Directors to decide, until the next Annual General Meeting, on one or several occasions, on disposal of a maximum of 1/10 of all ordinary shares. The authorization includes the right to decide on exemption from the shareholders’ preferential rights, 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 transactions or by sale on the open market. When disposing of the shares on Nasdaq Stockholm, the price shall correspond to the current quotation.

The CEO’s presentation on today’s Annual General Meeting is available at the company’s website, www.arise.se.

Halmstad, 7 May, 2024

Arise AB (publ)

For further information, please contact

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

Interim report 1 January – 31 March 2024

STABLE EARNINGS AND A FOCUS ON ACCELERATING PROJECTS TO THE DIVESTMENT PHASE

CEO comment:

We are now wrapping up an intense first quarter with good progress in all markets in terms of project development and stable, favourable production revenue in line with our expectations with a positive contribution from price hedging. The company is now in its next phase, where we will deliver projects for sale at a higher frequency. We are focusing on accelerating projects to the divestment phase and thereby delivering on our targets of a total of 400 MW in 2024–2025 and 500 MW annually thereafter, with strong earnings and increased shareholder value as a natural consequence. For the current year, the ambition remains to conduct at least one project sale.

FIRST QUARTER (1 JANUARY–31 MARCH 2024)

  • Net sales for the quarter amounted to MSEK 112 (107).
  • Operating profit before depreciation and amortisation (EBITDA) was MSEK 71 (76).
  • Operating profit (EBIT) was MSEK 54 (61).
  • Profit after tax totalled MSEK 46 (52) and earnings per share amounted to SEK 1.14 (1.16).
  • Operating cash flow was MSEK 117 (30) and cash flow after investments amounted to MSEK 54 (-41).
  • Production generated 90 GWh (87) of green electricity with an average income of SEK 746 per MWh (936).
  • The Lebo project was part of the Development segment during the quarter and generated 8 GWh during its test operations.
  • The project portfolio increased by more than 200 MW during the quarter.

 

Selected key figures Q1
2024
Q1
2023
Q1 2022 Q1 2021 Q1 2020
Net sales, MSEK 112 107 88 47 50
EBITDA, MSEK 71 76 61 23 26
Earnings per share, SEK 1.14 1.16 0.90 -0.12 -0.21
Adjusted equity per share, SEK 60 62 33 24 24
Equity/assets ratio, % 56 61 54 50 45
Project portfolio, MW ~7,100 ~5,500 ~2,600 ~1,400 ~850
           

 

SIGNIFICANT EVENTS DURING THE QUARTER

  • Under the share repurchase programme initiated by the Board of Directors, 1,119,036 own shares were repurchased for MSEK 47 during the quarter.
  • Karmen Bergholcs took up her position as General Counsel on 15 January 2024 and thereby also joined Group Management.

 

SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD

  • The Lebo wind farm was completed after the end of the quarter. The wind farm, which is fully owned by Arise, has a capacity of 33 MW and is located in price area 3. After completion, Lebo will be part of the Production segment.
  • The Ranasjö- and Salsjöhöjden wind farm was also completed after the end of the quarter. The wind farm was divested by Arise in 2021 and final settlement of the earnout is expected to take place in the second quarter and will be recorded in the Development segment.

 

Halmstad, 7 May 2024
Arise AB (publ)

 

For further information, please contact:
Per-Erik Eriksson, CEO Arise AB, +46 702 409 902
Markus Larsson, CFO Arise AB, + 46 735 321 776

 

Notice to attend the Annual General Meeting of Shareholders of 2024

The shareholders of Arise AB are hereby given notice to attend the Annual General Meeting (”AGM”) on Tuesday May 7, 2024 at 11.00 a.m. at Hotel Tylösand, Tylöhusvägen 28, SE-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 Friday April 26, 2024 and, further, no later than on Tuesday April 30, 2024, 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, 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 Tuesday 30 April, 2024. 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
 

  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 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 2023 and the Consolidated Annual Report and Consolidated Audit Report for 2023 as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives
  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 and auditor
  16. Instruction for the Nomination Committee
  17. Approval of remuneration report
  18. Resolution on guidelines for remuneration to senior executives
  19. Resolution on (A) reduction of the share capital by way of cancellation of own shares and (B) increase of the share capital by way of a bonus issue
  20. Authorization for issues of ordinary shares, preference shares and convertibles
  21. Authorization for acquisition of own ordinary shares
  22. Authorization for divestment of own ordinary shares
  23. 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 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 1.20 per share shall be paid. The proposed record date for the dividend is Friday May 10, 2024. The dividend is expected to be paid through Euroclear Sweden AB on Wednesday May 15, 2024.

 

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 2,372,500 (SEK 2,280,000 previous year). SEK 765,000 is remuneration to the Chairman of the Board and SEK 312,000 is remuneration to every other member of the Board who is not employed by the company. SEK 297,000 in total is proposed to be paid in remuneration for work in the Audit Committee (of which the Chairman receives SEK 120,000 and every other member SEK 88,500), and SEK 62,500 in total is proposed to be paid for work in the Remuneration Committee (of which the Chairman receives SEK 62,500).
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, Mikael Schoultz and P-G Persson 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 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 2023, 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 2023. 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 2024. 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 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 2023.

 

Item 17: Resolution on guidelines for remuneration to senior executives

The Board proposes that the AGM resolves on the adoption of the following guidelines regarding salaries and other conditions for the persons who are part of the group management of Arise, including the Managing Director, hereinafter jointly referred to as ”senior executives”. The guidelines also encompass any remuneration to members of the Board of Directors, in addition to board remuneration.

 

These guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the AGM 2024. These guidelines do not apply to any remuneration resolved by the General Meeting, such as e.g. board remuneration and share-based incentive programs.

 

Fundamental principles

Arise is a leading and independent company that realizes new green energy. The company explores, constructs, divests, and manages renewable electricity production. For more information about the company’s business strategy, please refer to Arise’s latest Annual Report and website, www.arise.se.

 

A successful implementation of Arise’s business strategy and safeguarding of Arise’s long-term interests, including its sustainability, require that the company is able to recruit and retain highly competent senior executives with a capacity to achieve set goals. In order to achieve this, Arise must offer a competitive total remuneration on market terms, which these guidelines enable.

 

The remuneration shall be competitive and on market terms, and may consist of the following components: fixed salary, variable cash remuneration, pension benefits and other benefits. For the individual senior executive, the level of remuneration shall be based on factors such as work duties, competence, experience, position and performance. Additionally, the General Meeting may – irrespective of these guidelines – resolve on, e.g. share and share price-related remuneration.

 

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

 

Fixed salary

Each senior executive shall be offered a fixed annual salary on market terms which shall be based on the senior executive’s responsibilities, competences and performances. The fixed salary shall be determined per calendar year with salary revision on January 1 each year.

 

Variable cash remuneration

In addition to fixed salary, each senior executive may from time to time be offered variable cash remuneration. Such variable cash remuneration shall be set forth in each senior executive’s employment contract. Variable cash remuneration covered by these guidelines is intended to promote Arise’s business strategy and long-term interests, including its sustainability.

 

The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. Performances over a longer time period should be able to be considered in the assessment. The annual variable cash remuneration may correspond to a maximum of 100 percent of the fixed annual salary. Variable cash remuneration shall not qualify for pension benefits, save as required by mandatory legislation or applicable collective bargaining agreements.

 

The variable cash remuneration shall be linked to one or several predetermined and measurable criteria, which can be financial, such as adjusted net profit after tax, or non-financial, such as increased growth, competitiveness, successful acquisitions, refinancing, growing human capital and other goal fulfillment. Less than 50 percent of the variable cash remuneration shall depend on non-financial criteria. By linking the goals in a clear and measurable way to the remuneration of the senior executives to the company’s financial and operational development, they contribute to the implementation of Arise’s business strategy, long-term interests and sustainability.

 

To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated and determined when the measurement period has ended. The Remuneration Committee is responsible for such evaluation. For financial criteria, the evaluation shall be based on the latest financial information available to the company. The Board of Directors shall have the possibility to reclaim variable cash remuneration paid on incorrect grounds.

 

Additional variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are only made on an individual basis, either for the purpose of recruiting or retaining senior executives, or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to 50 percent of the fixed annual salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board of Directors based on a proposal from the Remuneration Committee.

 

The Remuneration Committee and the Board of Directors shall annually evaluate whether to propose share related incentive programs to the General Meeting.

 

Pension

Pension benefits, including health insurance, shall be defined contribution, insofar as the senior executive is not covered by defined benefit pension under mandatory collective bargaining agreements. In addition to what is agreed in mandatory collective bargaining agreements and other agreements, senior executives may be entitled to arrange individual pension schemes. Refrained salaries and bonuses can be used for increased pension contributions, provided that the total cost for the company is unchanged over time. Premiums for defined contribution pensions, including health insurance, may amount to a maximum of 32.5 percent of the fixed annual salary.

 

Other benefits

Other benefits may include life insurance, medical insurance and a company car. Premiums and other costs relating to such benefits may amount to a total of not more than 10 percent of the fixed annual salary.

 

Termination and severance payment

Senior executives shall be employed until further notice or for a specified period of time. Upon termination by a senior executive, the notice period may not exceed six months. Upon termination of a senior executive by the company, the notice period may not exceed twelve months. Severance payment, in addition to fixed salary during the notice period, may not occur.

Additional remuneration may be paid for non-compete undertakings in order to compensate for loss of income. Such remuneration shall be based on the fixed salary at the time of termination of employment and may not exceed 60 percent of the fixed salary at the time of termination of employment, save as otherwise provided by mandatory collective bargaining agreements, and shall be paid during the time as the non-compete undertaking applies, however not for more than twelve months following termination of employment.

 

Salary and employment conditions for employees

In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of Arise have been taken into consideration by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

 

Consultancy fees to the members of the Board of Directors

To the extent a member of the Board of Directors renders services for the company, in addition to his or her assignment as a member of the Board of Directors, an additional consultancy fee on market terms may be paid to the member of the Board of Directors, or to a company controlled by such member of the Board of Directors, provided that such services contribute to the implementation of Arise’s business strategy and the safeguarding of Arise’s long-term interests, including its sustainability.

 

Preparations and decision-making of the Board of Directors

The Board of Directors has established a Remuneration Committee. The Remuneration Committee’s duties include i.a. preparing the Board of Directors’ resolution to propose guidelines for remuneration to senior executives. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the General Meeting. The guidelines shall be in force until new guidelines have been adopted by the General Meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the senior executives, the application of guidelines for remuneration to senior executives as well as the current remuneration structures and compensation levels in the company. The members of the Remuneration Committee are independent in relation to the company and its group management. The Managing Director and other members of the group management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

 

Deviations from the guidelines

The Board of Directors may temporarily resolve to deviate from these guidelines, in whole or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters, which include any resolutions to deviate from these guidelines.

 

Review of the guidelines

The Board of Directors has not received any comments from the shareholders regarding the current guidelines for remuneration to senior executives. The Board of Directors’ proposal for resolution on guidelines for remuneration to senior executives corresponds, in all material respects, with the current guidelines.

 

Item 18: Resolution on (A) reduction of the share capital by way of cancellation of own 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 proposes that the AGM resolves to reduce the share capital by way of cancellation of 1,780,934 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 142,474.72. The purpose of the reduction is allocation to unrestricted equity.

  1. 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 proposes that the AGM simultaneously resolves to increase the share capital by SEK 142,474.72 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 19: 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 20: 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 21: 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 18-21 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 1,780,934 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 April 2024
Arise AB (publ)
The Board of Directors

 

For further information, please contact

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

Year-end report 1 January-31 December 2023

A STRONG QUARTER AND YEAR FOR ARISE!

CEO comment:
When summarising the fourth quarter, I can note that we continue to deliver good results. Income from the sale of the Fasikan project in combination with historically high income from our production means that all together, the quarter was very strong, with profit after tax of MSEK 77.

FOURTH QUARTER (1 OCTOBER–31 DECEMBER 2023)

  • Net sales for the quarter amounted to MSEK 191 (106).
  • Operating profit before depreciation and amortisation (EBITDA) was MSEK 82 (52).
  • Operating profit (EBIT) was MSEK 65 (37).
  • Profit after tax totalled MSEK 77 (36) and earnings per share amounted to SEK 1.81 (0.80).
  • Operating cash flow was MSEK 180 (0) and cash flow after investments amounted to MSEK 123
    (-73).
  • Production generated 88 GWh (79) of green electricity with an average income of SEK 727 per MWh (857).
  • The project portfolio increased by more than 1,000 MW during the quarter.

FULL-YEAR (1 JANUARY–31 DECEMBER 2023)

  • Net sales for the period amounted to MSEK 503 (1,164).
  • Operating profit before depreciation and amortisation (EBITDA) totalled MSEK 286 (851).
  • Operating profit (EBIT) totalled MSEK 223 (790).
  • Profit after tax totalled MSEK 200 (772) and earnings per share was SEK 4.65 (18.60).
  • Operating cash flow was MSEK 222 (926) and cash flow after investments amounted to MSEK -316 (621).
  • Production generated 288 GWh (292) of green electricity with an average income of SEK 829 per MWh (720).
  • The project portfolio increased by more than 4,200 MW during the year.
  • The Board proposes a dividend of SEK 1.20 (1.00) per share.
Selected key figures     12m 2023   12m 2022
–          Net sales, MSEK   503   1,164
–          EBITDA, MSEK   286   851
–          Earnings per share, SEK   4.65   18.60
–          Adjusted equity per share, SEK   58   61
–          Equity/assets ratio, %   58   55
–          Project portfolio, MW   ~6,900   ~2,600
     

 

SIGNIFICANT EVENTS DURING THE QUARTER

  • The wind farm project Fasikan was divested in October 2023 to SCA. The total purchase price amounted to approximately MSEK 125, which also includes a variable portion that is dependent on how construction of the project progresses in relation to budget.
  • Arise entered into a partnership agreement with SCA in October 2023. Arise and SCA will cooperate in the development of wind power in six identified land areas. The estimated total potential amounts to approximately 1,000 MW and the projects are included in Arise’s project portfolio as early-stage projects. Arise will have a 49% ownership in the projects once they reach ready-to-build status.
  • In November, Arise announced that the Board had resolved to utilise the authorisation granted by the Annual General Meeting in May 2023 to repurchase the Company’s own shares corresponding to an amount of up to SEK 100 million ahead of the Annual General Meeting in 2024. During the quarter, a total of 564,908 own shares were repurchased for SEK 23,6 million.
  • Karmen Bergholcs was appointed General Counsel. She took up her role on 15 January 2024 when she also joined Group Management.
  • In December 2023 Arise acquired 70% of the Norwegian company Fenix Repower AS, a developer of solar, onshore wind and storage projects in Norway and Ukraine.

 

 

Halmstad, 15 February 2024

Arise AB (publ)

 

For further information, please contact:

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

Markus Larsson, CFO Arise AB, +46 735 321 776

Invitation to webcast and teleconference in connection with Arise’s Year-end report for 2023

Arise’s Year-end report for 2023 will be released on Thursday 15 February, 2024 at around 08.00 CET.

At 11.00 on the same day a webcast and teleconference will be held, hosted by Per-Erik Eriksson, CEO and Markus Larsson, CFO, who will present the report to the stock market and media. After the presentation those attending will be invited to ask questions.

If you wish to participate via webcast please use the link below. Via the webcast you are able to ask written questions;

Arise Q4 Report 2023 (financialhearings.com)

If you wish to participate via teleconference please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference;

Call Access (financialhearings.com)

Halmstad 1 February, 2024

ARISE AB (publ)                                                                                                

For further information, please contact:

Markus Larsson, CFO Arise AB, +46 735 321 776