The shareholders of Orrön Energy AB (publ), 556610-8055 (“Orrön EnergyThose who wish to participate at the digital Annual General Meeting in person or through proxy shall give notice of attendance to the Company no later than 28 April 2025 either:Those who wish to exercise their voting rights by post in advance of the Annual General Meeting shall use the voting form and follow the instructions available on the Company’s website, www.orron.com. The postal vote must be received by the Company no later than 28 April 2025. The postal vote shall be sent either:1.   Opening of the Annual General Meeting.
2.   Election of Chair of the Annual General Meeting.
3.   Preparation and approval of the voting register.
4.   Approval of the agenda.
5.   Election of one or two persons to approve the minutes.
6.   Determination as to whether the Annual General Meeting has been duly convened.
7.   Presentation by the Chief Executive Officer.
8.   Presentation of the annual and sustainability report and the auditor’s report, the consolidated financial statements and the auditor’s Group report as well as the remuneration report prepared by the Board of Directors and the auditor’s statement on compliance with the policy on remuneration.
9.   Resolution in respect of adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet.
10.   Resolution in respect of disposition of the Company’s result according to the adopted balance sheet.
11.   Resolution in respect of discharge from liability of members of the Board of Directors and the Chief Executive Officer.
12.   Resolution in respect of the remuneration report prepared by the Board of Directors.
13.   Nomination Committee proposals:15.   Resolution in respect of remuneration of the Chair of the Board of Directors and other members of the Board of Directors.
16.   Resolutions in respect of Board members:
a)   re-election of Grace Reksten Skaugen as a Board member;
b)   re-election of Jakob Thomasen as a Board member;
c)   re-election of Peggy Bruzelius as a Board member;
d)   re-election of William Lundin as a Board member;
e)   re-election of Mike Nicholson as a Board member;
f)   election of Richard Ollerhead as a Board member; and
g)   re-election of Grace Reksten Skaugen as the Chair of the Board of Directors.
17.   Resolution in respect of remuneration of the auditor.
18.   Election of auditor.
19.   Resolution for the 2025 Long-term, Performance-based Incentive Plan (LTIP 2025).
20.   Resolution in respect of delivery of shares under the LTIP 2025 through:
a)   an issue and transfer of warrants of series 2025:1; or
b)   an equity swap arrangement with a third party.
21.   Resolution in respect of authorisation for the Board of Directors to resolve on new issue of shares and convertible debentures.
22.   Resolution in respect of authorisation for the Board of Directors to resolve on repurchase and sale of shares.
23.   Closing of the Annual General Meeting.Orrön Energy’s Nomination Committee for the 2025 Annual General Meeting consists of Aksel Azrac (Chair, Nemesia S.à.r.l.), Sussi Kvart (Handelsbanken Fonder) and Richard Ollerhead (JNE Partners LLP). The Nomination Committee for the 2025 Annual General Meeting, appointed by shareholders jointly holding approximately 46 per cent of the shares and voting rights in Orrön Energy as per 1 August 2024, proposes the following:The Board of Directors proposes that the register prepared by Computershare AB (on behalf of the Company) based on the Company’s share register, shareholders attending in person or through proxy and postal votes received by the Company is approved as voting register for the Annual General Meeting.The Board of Directors proposes that no dividend is distributed and that all distributable funds are brought forward.The Board of Directors proposes that the Annual General Meeting resolves to establish a long-term, performance-based incentive plan in respect of Group Management and a number of key employees of Orrön Energy on the terms and conditions set out below (“LTIP 2025The reason for establishing LTIP 2025 is to align the interests of Group Management and other key employees with the interests of the shareholders, and to provide market appropriate reward reflecting continuity, performance and commitment. The Board of Directors believes that the proposed LTIP 2025 will provide Orrön Energy with a crucial component to a competitive total compensation package to attract and retain executives who are critical to Orrön Energy’s future success.The Board of Directors proposes that the Annual General Meeting 2025 resolves on the implementation of the LTIP 2025 in accordance with the terms and conditions set out below.Under the assumptions set out in item (c) above and upon full allotment of Performance Shares, the number of shares under LTIP 2025 amounts to 4,450,000 shares in Orrön Energy (subject to recruitments and adjustments for dividends), corresponding to approximately 1.6 per cent of the current total number of shares and votes in the Company. If the total number of Performance Shares under LTIP 2025 reaches the cap of 5,450,000 shares in Orrön Energy, it will correspond to approximately 1.9 per cent of the current total number of shares and votes in the Company.The proposal for LTIP 2025 has been prepared by the Compensation Committee and resolved on by the Board of Directors.For a description of the Company’s other LTIP’s, reference is made to the Company’s Annual and Sustainability Report for 2024, note 21, and the Company’s website, www.orron.com.The proposal to implement LTIP 2025 requires support from shareholders representing more than half (1/2) of the votes cast at the Annual General Meeting.Under the LTIP 2025 proposed by the Board of Directors under item 19 of the proposed agenda, the Company has an obligation, subject to certain conditions, to deliver shares in the Company to the Participants in the LTIP 2025.In order to secure the Company’s obligation to deliver shares under the LTIP 2025, the Board of Directors proposes that the Annual General Meetings resolves to issue and transfer warrants of series 2025:1 in the Company on the following terms and conditions:The Board of Directors proposes that the Annual General Meeting resolves to approve that the Company may hedge its obligations under the LTIP 2025 by entering into (or maintaining) an equity swap arrangement with a third party, whereby the third party in its own name shall be entitled to acquire and transfer shares (including to the participants) in accordance with the terms and conditions of the LTIP 2025.The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to decide, at one or more occasions until the next Annual General Meeting:Orrön Energy’s share capital amounts to SEK 3,478,713.38, represented by 285,905,187 shares. Each share carries one vote. Orrön Energy holds, as of the date of this notice, no treasury shares.Complete proposals and other documents that shall be made available prior to the Annual General Meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code are available at Orrön Energy’s office (Hovslagargatan 5 in Stockholm) and on www.orron.com. The documents will be sent to shareholders free of charge upon request if their postal address is provided.For information on how personal data is processed in connection with the Annual General Meeting, see the privacy notices of Euroclear Sweden AB and Computershare AB available at their respective websites, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. and
www.computershare.com/se/gm-gdpr.ORRÖN ENERGY AB (PUBL)
The Board of DirectorsCorporate Affairs and Investor Relations
Tel: +46 701 11 26 15
[email protected] Lead
Tel: +41 79 431 63 68
[email protected] 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.
(GlobeNewsWire)