Today, on 4 May, 2023, 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 4 May, 2023 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 per share shall be paid for the financial year 2022, resulting in a total dividend of SEK 44,494,235, whereby the remaining funds of SEK 719,519,302 is carried forward,
- that remuneration to the Board of Directors and its Committees will be paid with SEK 2,280,000 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 and Mikael Schoultz and to elect P-G Persson as new Board member,
- 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 2023 whereby Öhrlings Pricewaterhousecoopers AB has informed that Ulrika Ramsvik will continue to be the responsible auditor,
- to approve the Board of Directors’ remuneration report for the financial year 2022,
- to adopt instructions and rules of procedure for the next Nomination Committee,
- 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 2022.
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 (new 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 2,280,000 (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 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 to be paid for work in the Remuneration Committee (of which the Chairman receives SEK 60,000).
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 2022.
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, 4 May, 2023
Arise AB (publ)
For further information, please contact
Per-Erik Eriksson, CEO Arise AB (publ), +46 702 409 902
