Creopretium AB (“Creopretium”) acts as a local operating partner to institutional investors in the Nordic public markets, providing advisory services and co-investments where exceptional value can be unlocked through change management. Creopretium is a private limited liability company incorporated under Swedish laws and registered with the Swedish Companies Registration Office. Corporate reg. no. 556882-0111. The registered office of the board is in Stockholm, Sweden. For more information about Creopretium, please visit us at http://creopretium.se
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Creopretium's Proposal to the Nomination Committee for Arise AB (publ) and the 2017 AGM.
1. Creopretium
This document is an English translation of the original Swedish text. In the event of discrepancies
between the original Swedish text and the English translation, the Swedish text shall prevail.
Stockholm 14 November 2016
Arise AB (publ)
Att. Nomination Committee Chair
cc:
Mr. Johan Claesson, Claesson & Anderzén
Mr. Bengt Hellström, Third Swedish National Pension Fund
Mrs. Unni Hongseth, Statkraft
Mr. Leif Jansson, L Energy Holding & Ny Holding
Mr. Jonas Frii, Setterwalls Advokatbyrå
Proposal to the Nomination Committee for Arise AB (publ) and the 2017
Annual General Meeting
Election of chair for the annual general meeting
The chair for the 2016 annual general meeting who also serves as chairman of the board
neglected shareholders’ right to propose business at the general meeting (Section 16,
Chapter 7 The Swedish Companies Act SFS 2005:551) and forced decisions.
Creopretium including related parties’ proposal:
The nomination committee proposes an independent, skilled and experienced meeting chair.
By doing so roles are clarified.
2. 2
Election of board members
Creopretium including related parties’ proposal:
The nomination committee’s proposal is presented by individual candidate and not in group,
furthermore the annual general meetings’ decision on the nomination committee’s proposals
are made by individual candidate and not in group.
Compensation to the members of the board
Creopretium including related parties note that a majority of the board members do not hold
shares or hold a negligible number of shares in Arise AB (publ), in relation to for example
compensation.
Table. Board of directors’ ownership and compensation
Number of
shares
Value
SEK
Compensation
2016 SEK
Value /
compensation (x)
On the board
since
Joachim Gahm 10,000 207,000 750,000 0.28 2007
Maud Olofsson 7,500 155,250 350,000 0.44 2012
Peter Gyllenhammar 1,500,000 31,050,000 325,000 95.5 2014
Jon Brandsar 0 0 250,000 - 2014 (2008-2013)
Note. Holding via legal entity. Joachim Gahm holds 100,000 call options. Ownership as of 30 June 2016.
Creopretium including related parties’ proposal:
The nomination committee’s proposal includes a recommendation regarding the
compensation to the board of directors for 2017; each director of the board is recommended
to purchase shares in an amount equal to at least 90 % of the total compensation after tax
has been deducted.
Creopretium’s rational behind the above proposal:
- Align interest with shareholders.
- Incentive and risk sharing for members of the board with the aim of promoting long
term value creation.
- It is of great importance that the members of the board are shareholders, especially
given the business model of the company as a project developer.
- Board of directors’ ownership sends a positive signal to the capital markets.
Compensation to the chairman of the board
The chairman’s total compensation for 2016 (unchanged from 2015) amounts to SEK
750,000 in accordance with decision by the 2016 annual general meeting, split by:
- Director’s fee amounting to SEK 625,000 SEK,
- Fee for duty in the auditing committee amounting to SEK 75,000.
- Fee for duty in the compensation committee amounting to SEK 50,000.
3. 3
Following a dismal share price performance for its common stock since the initial public
offering in 2010, which rendered a change of the corporate strategy, the chairman of the
board Pehr G Gyllenhammar was replaced in 2014. Current chairman has to some extent
inherited his predecessor’s remuneration in absolute terms.
Institutional investors and owners have shared the view that the compensation to the
chairman of the board exceeds market terms for similar assignments.
Creopretium including related parties note that the total compensation for the chairman of
Eolus Vind AB (publ) (peer to Arise and most obvious benchmark considering market
capitalisation and business) amounted to SEK 350,000 (250,000) for the fiscal year
2015/2016 (2014/2015). The compensation to the chairman of the board of Arise AB (publ)
exceeds that of Eolus Vind AB (publ) chairman by 114 per cent equivalent to SEK 400,000.
Furthermore, Creopretium including related parties note that Arise AB (publ) has
underperformed Eolus Vind AB (publ) significantly in terms of total return for its common
stock.
Creopretium including related parties’ proposal:
The nomination committee’s proposal for the compensation to the chairman of the board,
are on market terms and on par with peers.
Board of directors’ independence in relation to major shareholders
The nomination committee´s account at the 2016 annual general meeting, concerning the
board of directors’ position in relation to major shareholders, showed that all directors of the
board are considered independent.
The Swedish Corporate Governance Code 4.5 second paragraph:
” In order to determine a board member’s independence and integrity, the extent of the
member’s direct and indirect relationships with major shareholders is to be taken into
consideration.10
10
The results of the nomination committee’s deliberations are to be reported in accordance with the fourth bullet of the
third paragraph in 2.6.”
The Swedish Corporate Governance Code 2.6 fourth bullet of the third paragraph:
” whether the nomination committee, in accordance with Code rules 4.4 and 4.5, deems
the candidate to be independent of the company and its executive management, as well
as of major shareholders in the company. Where circumstances exist that may call this
independence into question, the nomination committee is to justify its position regarding
candidates’ independence, [italic by Creopretium] […]”
4. 4
Creopretium including related parties’ proposal:
The nomination committee, where circumstances exist that may call candidates’
independence into question, the nomination committee justifies its position regarding
candidates’ independence.
Creopretium’s assessment is that these proposals are in the interest of all shareholders.
Yours sincerely,
Hans Derninger
Managing Director
Attachment:
Request concerning the independence of the chairman of the board in relation to the main
shareholder in Arise AB (publ).
About Creopretium
Creopretium AB (“Creopretium”) acts as a local operating partner to institutional investors in the
Nordic public markets, providing advisory services and co-investments where exceptional value
can be unlocked through change management.
Creopretium is a private limited liability company incorporated under Swedish laws and registered
with the Swedish Companies Registration Office. Corporate reg. no. 556882-0111. The registered
office of the board is in Stockholm, Sweden.
For more information about Creopretium, please visit us at http://www.creopretium.se