Annual General Meeting of Orrön Energy AB
15 Mai 2024 - 3:20PM
Annual General Meeting of Orrön Energy AB
The Annual General Meeting of Shareholders
(the “AGM”) of Orrön Energy AB (“Orrön Energy” or the "Company")
was held today, 15 May 2024, in Stockholm.
The Company's and the Group's income statements
and balance sheets for the financial year 2023, were adopted and
the members of the Board of Directors and the Chief Executive
Officers were discharged from liability for the financial year
2023.
The AGM resolved that no dividends should be
paid for the financial year 2023 and that the distributable
reserves are brought forward.
The AGM resolved to approve the Remuneration
Report prepared by the Board of Directors.
The AGM resolved to approve a revised Nomination
Committee Process.
The AGM resolved to remunerate the members of
the Board of Directors as follows: (i) annual fees of the members
of the Board of Directors of EUR 60,000 (excluding the Chair of the
Board of Directors); (ii) annual fees of the Chair of the Board of
Directors of EUR 120,000; (iii) annual fees for Committee members
of EUR 5,000 per Committee assignment (excluding the Committee
Chairs); and (iv) annual fees for Committee Chairs of EUR 10,000;
with the total fees for Committee work (including fees for Chairs
of Committees), not to exceed EUR 50,000.
Grace Reksten Skaugen, Jakob Thomasen, Peggy
Bruzelius, and William Lundin were re-elected as members of the
Board of Directors and Mike Nicholson was elected as a new member
of the Board of Directors for a period until the end of the 2025
AGM. Grace Reksten Skaugen was re-elected as Chair of the Board of
Directors.
The AGM resolved that auditor's fees shall be
paid upon approval of their invoice. Ernst & Young AB was
re-elected as the auditor of the Company for a period until the end
of the 2025 AGM.
Further, the AGM resolved, in accordance with
the Board of Directors' proposals:
- to approve a
long-term share-related incentive plan in the form of a share
option plan for members of Group Management and other employees of
the Company (“Employee LTIP 2024”). Under Employee LTIP 2024, the
Board of Directors is entitled to grant employee options to all
employees. The Chief Executive Officer may be granted up to
1,850,000 employee options and other employees may be granted up to
870,000 employee options each (subject to the cap of 5,300,000
employee options in total). Each employee option entitles the
holder to either purchase one share in the Company at a price per
share corresponding to the volume weighted average price for the
Company’s share on Nasdaq Stockholm during 20–24 May 2024 (or a
later period of five trading days as determined by the Board of
Directors in accordance with the resolution), subject to the
continued employment within the group during a three-year vesting
period. The Company plans to “net equity settle” the Employee LTIP
2024, where the number of shares delivered to participants is
significantly reduced compared to the headline number of employee
options granted. After the vesting period, the participants in
Employee LTIP 2024 are entitled to exercise all or part of the
employee options until 31 May 2031;
- to approve the
issue and transfer of up to 5,300,000 warrants of series 2024:1 in
order to secure the delivery of shares to the participants and
cover any costs (including taxes and social security charges) at
exercise of employee options under the Employee LTIP 2024. The
warrants are issued free of charge and the subscription right rests
with the Company itself. The subscription price at exercise of the
warrants of series 2024:1 shall be equal to the quotient value of
the Company’s share;
- to approve the issue and transfer
of up to 6,300,000 warrants of series 2024:2 in order to secure the
delivery of shares to the participants and cover any costs
(including taxes and social security charges) at exercise of
employee options under the Employee LTIP 2023 approved by the 2023
AGM. The warrants are issued free of charge and the subscription
right rests with the Company itself. The subscription price at
exercise of the warrants of series 2024:2 shall be equal to the
quotient value of the Company’s share;
- to authorise
the Board of Directors to issue new shares and/or convertible
debentures corresponding to in total not more than 28,500,000 new
shares, with or without the application of the shareholders
pre-emption rights, in order to enable or facilitate acquisitions
of companies or businesses or other major investments; and
- to authorise
the Board of Directors to decide on repurchases and sales of shares
in Orrön Energy on Nasdaq Stockholm, where the number of shares
repurchased shall be limited so that shares held in treasury from
time to time do not exceed ten percent of all outstanding shares of
the Company.
The shareholder proposal which was put to the
meeting by a minority shareholder, was rejected by the shareholders
at the AGM.
For further information, please contact:
Robert ErikssonDirector Corporate Affairs and
Investor RelationsTel: +46 701 11 26
15robert.eriksson@orron.com
Jenny Sandström Communications LeadTel: +41 79
431 63 68jenny.sandstrom@orron.com
Orrön Energy is an independent, publicly listed
(Nasdaq Stockholm: “ORRON”) renewable energy company within the
Lundin Group of Companies. Orrön Energy’s core portfolio consists
of high quality, cash flow generating assets in the Nordics,
coupled with greenfield growth opportunities in the Nordics, the
UK, Germany and France. With significant financial capacity to fund
further growth and acquisitions, and backed by a major shareholder,
management and Board with a proven track record of investing into,
leading and growing highly successful businesses, Orrön Energy is
in a unique position to create shareholder value through the energy
transition.
Forward-looking statements
Statements in this press release relating to any future status or
circumstances, including statements regarding future performance,
growth and other trend projections, are forward-looking statements.
These statements may generally, but not always, be identified by
the use of words such as “anticipate”, “believe”, “expect”,
“intend”, “plan”, “seek”, “will”, “would” or similar expressions.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that could occur in the future. There can be no
assurance that actual results will not differ materially from those
expressed or implied by these forward-looking statements due to
several factors, many of which are outside the company’s control.
Any forward-looking statements in this press release speak only
as of the date on which the statements are made and the
company has no obligation (and undertakes no obligation)
to update or revise any of them, whether as a result of new
information, future events or otherwise.
- Orrön Energy - AGM 2024 decisions 15052024en
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