Arise Windpower AB
Press release from the Annual General Meeting of Shareholders in Arise Windpower AB (publ) on April 22, 2010
Arise Windpower AB / 22.04.2010 12:27 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Press release Halmstad, 22 April 2010 At the Annual General Meeting of Shareholders on April 22, 2010 in Arise Windpower AB (publ) it was resolved: to adopt the profit and loss statement and the balance sheet as well as the consolidated profit and loss statement and the consolidated balance sheet, not to distribute any dividend for the financial year 2009, to re-elect the following members of the Board of Directors: Pehr G Gyllenhammar (Chairman of the Board of Directors), Jon G Brandsar, Ulf Corné, Joachim Gahm, Leif Jansson and Birger von Hall, that the remuneration for the members of the Board of Directors and committees members shall not exceed SEK 2.350.000 in total, to adopt instructions and rules of procedure for the next Nomination Committee, to adopt a Remuneration Policy, to authorize the Board of Directors to resolve on acquisition and disposal of own shares, to authorize the Board of Directors to resolve of issuing new shares, and to change the Articles of Association so that the domicile will be located in Halmstad instead of Laholm. The members of the Board of Directors and the CEO were discharged from liability for the financial year. According to the Nomination Committee's proposal six ordinary Board members were re-elected: Pehr G Gyllenhammar (Chairman of the Board of Directors), Jon G Brandsar, Ulf Corné, Joachim Gahm, Leif Jansson and Birger von Hall. Pehr G Gyllenhammar was re-elected as Chairman of the Board of Directors. The remuneration for members of the Board of Directors and committees shall not exceed SEK 2.350.000, whereof the Chairman of the Board of Directors may not receive more than SEK 1.000.000. It was further resolved that a Nomination Committee shall be appointed before forthcoming elections and remunerations. The Nomination Committee shall comprise of five members who shall represent the four largest shareholders at the beginning of October plus the Chairman of the Board of Directors. Furthermore, The Annual General Meeting of Shareholders resolved of a Remuneration Policy for Senior Management including fixed salary and, from time to time, variable payments of a maximum of fifty per cent of annual fixed salary. Variable payments shall be based on predetermined, measurable criteria such as permissions, start of construction and positive cash flow. The Annual General Meeting of Shareholders authorized the Board of Directors to decide on, until the next Annual General Meeting, acquisition of a maximum of 1/10 of outstanding 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 right. If the acquisition takes place at NASDAQ OMX the price shall be within the, at each time, registered price interval. It is possible to acquire shares in order to change the capital structure, to finance acquisitions or other transactions, or otherwise for disposal or redemption. The Annual General Meeting of Shareholders authorized the Board of Directors to decide, until the next Annual General Meeting, to dispose of a maximum of 1/10 of all shares. The authorization includes the right to decide on exception from shareholders' preferential right, the conditions therefore and the way which the disposal takes place. It should be possible to dispose the shares in connection with possible acquisitions or other structural transaction or by sale on the open market. When disposing the shares on NASDAQ OMX the price shall be to the current quotation. The Annual General Meeting of Shareholders authorized the Board of Directors to decide, until the next Annual General Meeting, on one or more occasions, to issue new shares, with or without shareholders' preferential rights to participate in the issue, however such an issuing may not cause the share capital in the Company to exceed the Company's highest share capital according the Articles of Association. The authorization may also include the right to decide on issue in kind or right of set-off. The issue price shall, as a starting point, be the share's market value at each issue time. The authorization shall be used for acquisitions or other structural businesses in the line of business. Finally, the Annual General Meeting of Shareholders resolved to change the Articles of Association (paragraph 2) meaning that the domicile shall be located in Halmstad where the Company now has its head office. All decisions from the Annual General Meeting of Shareholders was taken by consensus . Laholm April 22, 2010 Arise Windpower AB (publ) For more information please contact: Peter Nygren, CEO Phone: +46 706 300 680 E-mail: peter.nygren@arisewindpower.se ________________________________________ About Arise Windpower Arise Windpower is one of Sweden's leading land-based wind power companies. Arise Windpower's business concept is to sell electricity produced by its own land-based wind turbines in southern Sweden. The company's goal is to commission approximately 300 wind turbines by 2014 which will produce around 2 TWh of environmentally friendly electricity per year. Arise Windpower is listed on NASDAQ OMX Stockholm. www.arisewindpower.se Aries Windpower AB (publ) discloses the information provided herein pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 22 April 2010 News Source: NASDAQ OMX 22.04.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Arise Windpower AB Sweden Phone: Fax: E-mail: Internet: ISIN: SE0002095604 WKN: End of News DGAP News-Service ---------------------------------------------------------------------------
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