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
