Annual General Meeting of Orrön Energy AB
On May 15, 2024, Orrön Energy AB held its Annual General Meeting (AGM) in Stockholm. The AGM approved the 2023 financial statements and discharged the Board of Directors and CEO from liability. It was resolved that no dividends will be paid for 2023, and the remuneration report and revised nomination committee process were approved. Board members Grace Reksten Skaugen, Jakob Thomasen, Peggy Bruzelius, William Lundin were re-elected, and Mike Nicholson was newly elected. The AGM approved an Employee Long-Term Incentive Plan (LTIP) for options up to 5,300,000 shares, and authorized the Board to issue new shares or convertible debentures up to 28,500,000 shares. Further, Ernst & Young AB was re-elected as the Company’s auditor, and shareholders rejected a minority proposal.
- Adoption of 2023 income statements and balance sheets, ensuring financial transparency.
- Discharge of Board and CEO from liability, indicating no major governance issues.
- Approval of a new share-related incentive plan, potentially motivating employees.
- Authorization to issue new shares, enabling potential acquisitions and major investments.
- Re-election of key board members, ensuring leadership continuity.
- Re-election of Ernst & Young AB as the auditor, ensuring ongoing financial oversight.
- No dividends for 2023, possibly disappointing income-focused investors.
- Potential shareholder dilution from authorization to issue up to 28,500,000 new shares.
- Rejection of a shareholder proposal, indicating possible discord among shareholders.
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 Eriksson
Director Corporate Affairs and Investor Relations
Tel: +46 701 11 26 15
robert.eriksson@orron.com
Jenny Sandström
Communications Lead
Tel: +41 79 431 63 68
jenny.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.
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FAQ
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