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Eolus Vind AB’s Annual General Meeting 2024 (“AGM”) was held today, Thursday, May 16.

The AGM adopted the presented income statements and balance sheets as well as submitted and proposed guidelines for remuneration to senior executives, remuneration report and granted discharge of liability to Board members and the CEO. In addition, the following principal resolutions were passed.

In accordance with the Board of Directors’ proposal, the AGM resolved to declare a dividend of SEK 2.25 per share for the financial year 2023, and the record date for the payment of dividends was set to Monday, May 20, 2024.

Marie Grönborg, Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert were re-elected as members of the Board of Directors. Hans-Göran Stennert was re-elected as Chairman of the Board. The accounting firm PricewaterhouseCoopers AB was re-elected as the Company’s auditor, with authorized public accountant Vicky Johansson as auditor in charge.

It was decided that fees to the Board of Directors shall amount to SEK 500,000 to the Chairman of the Board and SEK 250,000 each to other Board members who are not employed by the Company, to SEK 80,000 to the Chairman of the Audit Committee and SEK 40,000 to other members who are not employed by the Company, and to SEK 15,000 to members of the Remuneration Committee who are not employed by the Company. It was decided that auditor fees shall be paid in accordance with approved invoice.

The AGM resolved, in accordance with the Board’s proposal, on authorization for the Board of Directors to, on one or more occasions before the next Annual General Meeting, resolve on repurchase and transfer of the Company’s own series B shares. Repurchase of own shares of series B may take place on Nasdaq Stockholm and be made to such extent that the Company’s holding of own shares at any given time amounts to a maximum of 10 per cent of all shares in the Company, and at a price per share within the registered share price interval at any given time. Transfers under the authorization may be made of all series B shares held by the Company, except for those repurchased to secure the Company’s commitments under the Company’s share savings program. Transfers on Nasdaq Stockholm may be made at a price per share within the registered share price interval at any given time.

The AGM also resolved on the implementation of a long-term share savings program as well as delivery arrangements in respect thereof by way of (i) authorization for the Board of Directors to resolve on repurchase of a maximum of 150,000 own series B shares and (ii) transfer of a maximum of 120,000 own series B shares free of charge to the participants.

The share savings program comprise all permanent employees in the Eolus Group and participation in the program requires that the participant acquires Series B shares in Eolus on Nasdaq Stockholm no later than June 28, 2024. Each savings share entitles the participant, subject to certain restrictions, to receive 0.5 Series B shares in Eolus (“matching shares”) free of charge at the end of the three-year vesting period. In addition, each savings share entitles the participant, subject to certain restrictions, to receive 0.5 series B shares in Eolus (“performance shares”) free of charge at the end of the vesting period if the share price of the Company’s share on Nasdaq Stockholm at the end of the vesting period has increased by 30 per cent. The right to receive matching shares as well as performance shares is conditional upon the participant maintaining his/her employment over the entire vesting period.

The shareholders of Eolus Vind AB (publ) Reg. No. 556389-3956 are hereby invited to attend the Annual General Meeting (“AGM”) to be held on May 16, 2024 at 2:00 p.m. CEST in Kulturhuset in Hässleholm, Vattugatan 18. Registration for the AGM begins at 1:30 p.m. CEST.

The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the AGM also by postal voting in accordance with the regulations in Eolus’ Articles of Association.

Right to participate

Participation in the meeting room

A) Anyone wishing to attend the meeting room in person or through a representative must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 7, 2024, and no later than May 10, 2024 preferably before 4 p.m. CEST, notify the company of their intention to participate in the AGM.

Registration to attend the AGM should primarily be made via the company’s website https://www.eolus.com/en/investors/corporate-governance/general-meeting/. Registration to attend can also be made in writing under the address Eolus Vind AB ”Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by phone, 08-402 90 41. When registering, the shareholder must state name, social security- or company registration number, address, telephone number and the number of possible assistants (maximum two).

If shareholders are represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. Proxy form is available on the company’s website www.eolus.com/en/. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories. In order to facilitate the registration process at the AGM, a proxy together with registration certificate and any other authorization documents shall be received by the company at the above address at 4 p.m. CEST on May 10, 2024, at the latest. If a proxy and other authorization documents have not been submitted in advance of the AGM, a proxy and other authorization documents shall be presented at the AGM.

Participation by postal voting

B) Anyone wishing to attend the meeting by postal voting must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 7, 2024, and no later than May 10, 2024 notify the company by casting their postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than that day.

Anyone who wishes to attend the meeting room in person or through a representative, must give notice in accordance with the instructions stated under A) above. Hence, a notice through postal voting only is not sufficient for those who wishes to attend the meeting room.

A special form must be used for postal voting. The form is available on the company’s website www.eolus.com/en/. The completed and signed form may be sent by mail to Eolus Vind AB, “Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by email to GeneralMeetingService@euroclear.com. The completed form must be received by Euroclear Sweden AB no later than May 10, 2024. Shareholders may also cast their votes electronically by verifying with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/.

Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy form is available on the company’s website www.eolus.com/en/. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories.

Nominee-registered shares

In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of May 7, 2024. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than May 10, 2024 will be taken into account in the presentation of the share register.

Proposed agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Election of two persons to check the minutes
  4. Preparation and approval of the voting list
  5. Approval of the agenda
  6. Determination of compliance with the rules of convocation
  7. Presentation of
    1. the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the Group
    2. the statement by the auditor on the compliance of the guidelines for remuneration to senior executives
    3. the Board of Directors’ proposal on appropriation of the company’s profit and reasoned statement thereon
  8. Resolutions regarding
    1. adoption of the statement of income and the balance sheet and the consolidated statement of income and the consolidated balance sheet
    2. appropriation of the company’s profit according to the adopted balance sheet
    3. discharge of the Board of Directors and the CEO from liability for the financial year 2023
  9. Determination of
  1. the number of Board members and deputy Board members
  2. the number of auditors and deputy auditors

10. Determination of

  1. fees to Board members
  2. fees to the auditor
  1. Election of Board members and Chairman of the Board
    The Nomination Committee’s proposal:
  1. Marie Grönborg
  2. Hans Johansson
  3. Jan Johansson
  4. Hans Linnarson
  5. Bodil Rosvall Jönsson
  6. Hans-Göran Stennert
  7. Hans-Göran Stennert, as Chairman of the Board
  1. Election of auditor
  2. Resolution on approval of remuneration report
  3. Resolution on guidelines for remuneration to senior executives
  4. Resolution on authorisation for the Board of Directors to resolve on repurchase and transfer of the company’s own series B shares
  5. Resolution on the implementation of a long-term share savings program
  6. Closing of the meeting

Proposed resolutions

Election of chairman of the meeting (item 2)

The Nomination Committee for the AGM 2024 has consisted of the chairman Hans Gydell (appointed by Hans-Göran Stennert), Ingvar Svantesson (appointed by Domneåns Kraftaktiebolag), Hans Johansson (appointed by Åke Johansson) and the Chairman of the Board, Hans-Göran Stennert.

The Nomination Committe has proposed that Eolus’ General Counsel, Karl Olsson, shall be elected chairman of the AGM 2024.

Preparation and approval of the voting list (item 4)

The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the AGM’s register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.

Dividend (item 8b)

The Board of Directors proposes that a dividend of SEK 2.25 per share is declared for the financial year 2023. As record date for the dividend, the Board of Directors proposes May 20, 2024. If the AGM resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB starting May 23, 2024.

Election of Board members, Chairman of the Board and auditor, and determination of fees (items 9-12)

The Nomination Committee proposes that the AGM resolves as follows:

that the Board of Directors shall consist of six members, with no deputy members;

that one Auditor shall be appointed, with no deputy Auditor;

that, fees to the Board members for 2024 shall be SEK 500,000 (450,000) to the Chairman of the Board and SEK 250,000 (225,000) each to other Board members who are not employed by the company, fees for work in the Audit Committee shall be paid in the amount of SEK 80,000 (60,000) to the Chairman of the Audit Committee and in the amount of SEK 40,000 (30,000) to other members who are not employed by the company, and fees for work in the Remuneration Committee shall be paid in the amount of SEK 15,000 (15,000) to members who are not employed by the company;

that the Auditor’s fee is to be paid according to agreement;

that the Board members Marie Grönborg, Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert are re-elected;

that Hans-Göran Stennert is re-elected as Chairman of the Board;

that, in accordance with the recommendation of the Audit Committee, the accounting firm PricewaterhouseCoopers AB is elected as auditor; PricewaterhouseCoopers AB has informed that the authorized public accountant Vicky Johansson will continue as auditor in charge should the AGM resolve in accordance with the Nomination Committee’s proposal.

Resolution on guidelines for remuneration to senior executives (item 14)

The Board of Directors proposes that the AGM resolves on an adjustment to the current guidelines for remuneration to senior executives adopted by the AGM 2021. The proposal entails that only such variable cash remuneration that is measured over a period of one year may be paid to senior executives and that variable cash remuneration to senior executives other than the CEO may amount to four months’ salary. No other significant changes are proposed.

The Board of Directors’ complete proposal of the amended guidelines for remuneration to senior executives will be available on the company’s website, www.eolus.com/en/.

Resolution on authorisation for the Board of Directors to resolve on repurchase and transfer of the company’s own series B shares (item 15)

The Board of Directors proposes that the AGM resolves to authorise the Board of Directors to resolve on repurchase of the company’s own series B shares on the following conditions.

  1. Repurchase may take place on Nasdaq Stockholm, on one or several occasions up to the next AGM.
  2. Repurchase may be made of such number of series B shares that the company’s holding of own shares does not at any time exceed 10 per cent of the total number of shares in the company, including such series B shares that have been repurchased in accordance with item B. in the Share Savings Program 2024 to secure the company’s undertakings under that program.
  3. Acquisition may be made at a price per share within the prevailing price interval registered at each point in time (i.e. in the interval between the highest purchase price and the lowest selling price).
  4. Payment of acquired series B shares shall be made in cash.

The Board of Directors further proposes that the AGM authorises the Board of Directors to transfer series B shares held by the company as payment in connection with the acquisition of companies or businesses, or to finance such acquisitions, in which case the shares may also be sold via Nasdaq Stockholm. In other respects, the following conditions shall apply.

  1. Transfer may take place on one or several occasions up to the next AGM.
  2. Transfer may be made of all series B shares held by the company at the time of the Board of Directors’ resolution on the transfer, excluding such series B shares that have been repurchased in accordance with item B. in the Share Savings Program 2024 to secure the company’s undertakings under that Program.
  3. The authorisation includes the right to resolve on a deviation from the shareholders’ preferential right.
  4. Transfers on Nasdaq Stockholm shall take place at a price per share within the prevailing price interval registered at each point in time, against cash payment. For transfers outside Nasdaq Stockholm, payment for the shares shall be possible in cash, in kind or through set-off, whereby the price per share shall correspond to an assessed market value at the time of such transfer.

The purpose of the authorisation to repurchase own series B shares is to enable the Board of Directors to adapt the company’s capital structure and thereby contribute to increased shareholder value. The Board of Directors may propose that future AGMs resolve to cancel repurchased shares. In addition, the purpose of the authorisations to repurchase and transfer own series B shares, and the reasons for the deviation from the shareholders’ preferential rights, is to enable the company to use treasury shares to finance or pay for acquisitions of companies or businesses without delay and in a flexible and cost-effective manner.

The Board of Directors shall be entitled to resolve on other terms and conditions for repurchase and transfer of own series B shares. The Board of Directors, or the person appointed by the Board of Directors, is authorised to make such minor adjustments in the above proposal that may prove to be necessary in connection with execution of the Board of Directors’ resolution on repurchase and transfer of own series B shares.

Under the Swedish Companies Act, the resolution of the general meeting to authorise the Board of Directors to resolve on repurchase and transfer of own shares, requires the approval of shareholders representing at least two-thirds of both the number of votes cast and the shares represented at the meeting in order to be valid.

Resolution on the implementation of a long-term share savings program (item 16)

The Board of Directors of Eolus Vind Aktiebolag (publ) (”Eolus” or the ”Company”) proposes that the AGM resolves on a long-term share savings program for all permanent employees of the Eolus group (the “Share Savings Program 2024”). In order to secure the undertakings of Eolus to deliver shares to the participants under the program and to cover the cash flow effects associated with the Share Savings Program 2024, the Board of Directors further proposes that the AGM resolves on delivery arrangements. The Board of Directors’ proposal for the Share Savings Program 2024 is set out in A. below, and the proposal for the delivery arrangements is set out in B. below.

A. Proposal on the implementation of the Share Savings Program 2024

Background and reasons

Previous AGMs of Eolus have adopted share savings programs under which employees have been able to choose to acquire savings shares in Eolus out of any variable remuneration, whereby the Company has compensated the participants, subject to continued employment, with the cost of acquiring the number of shares equal to half of the number of savings shares, three years after the acquisition of savings shares. The now proposed program entails, in contrast to previous programs, that employees can choose to acquire savings shares for an amount related to the fixed monthly salary. The Share Savings Program 2024 is considered to strengthen Eolus’ ability to recruit, motivate and retain competent employees by facilitating for new employees to participate in the program on the same terms as other employees in the group. By linking the outcome of the proposed program to the development of the Company’s share price, the Share Savings Program 2024 is expected to align the interests of the employees with those of the shareholders in the long-term value growth of the Company, to a greater extent than previous share savings programs, and thereby further contribute to Eolus’ business strategy and long-term interests.

Eolus’ ambition is to continue to propose programs of a similar nature to future AGMs.

Terms and conditions for the program

1. The Share Savings Program 2024 comprise all permanent employees in the group, approximately 150 employees (the “Participants”).

2. The Share Savings Program 2024 shall comprise a maximum of 150,000 series B shares in Eolus, of which 120,000 shares can be allocated to Participants. The remaining 30,000 shares in Eolus are such shares that may be transferred by Eolus in order to cover the cash flow effects associated with the Share Savings Program 2024, primarily social security charges.

3. Participation in the Share Savings Program 2024 requires that the Participants, for own funds, acquire new series B shares in Eolus (“Savings Shares”) on Nasdaq Stockholm no later than 28 June 2024.

4. Members of Eolus’ group management who were entitled to acquire savings shares under the Share Savings Program 2023 (currently 7 persons) are entitled to acquire Savings Shares under the Share Savings Program 2024 for an amount corresponding to a maximum of 140 per cent of one month’s salary. Other permanent employees of the Eolus group who were entitled to acquire savings shares under the Share Savings Program 2023 (currently approximately 100 persons) are entitled to acquire Savings Shares for an amount corresponding to a maximum of 40 per cent of one month’s salary.

5. Members of Eolus’ group management who were not entitled to acquire savings shares under the Share Savings Program 2023 (currently 0 persons) are entitled to acquire Savings Shares under the Share Savings Program 2024 for an amount corresponding to a maximum of two months’ salary. Other permanent employees of the Eolus group who were not entitled to acquire savings shares under the Share Savings Programs 2023 (currently approximately 40 persons) are entitled to acquire Savings Shares for an amount corresponding to a maximum of one month’s salary.[1]

6. The Board of Directors shall be entitled to bring forward or postpone the last date for the acquisition of Savings Shares pursuant to item 3 above for one or several Participants, for example if Participants are prevented from acquiring Savings Shares due to inside information, however not later than 31 December 2024.

7. Each Savings Share entitles the Participants, subject to the restrictions set out in items 11-16 below, to receive 0.5 series B shares in the Company free of charge (“Matching Shares”) at the end of a three-year vesting period commencing on 1 July 2024 (the “Vesting Period”). In the event that the Board of Directors brings forward or postpones the last date for the acquisition of Savings Shares pursuant to item 6 above, the date of commencement of the Vesting Period shall be adjusted to the day after the last date for the acquisition of Savings Shares.

8. In addition, each Savings Share entitles the Participants, subject to the restrictions set out in items 11-16 below and provided that the performance condition in item 9 below is achieved, to at the end of the Vesting Period receive 0.5 series B shares in the Company free of charge (“Performance Shares”).

9. The right to receive Performance Shares is conditional on that the share price of the Company’s share on Nasdaq Stockholm at the end of the Vesting Period has increased by 30 per cent during the Vesting Period, whereby the volume-weighted average price of Eolus’s share on Nasdaq Stockholm during the ten (10) trading days immediately preceding the Vesting Period shall be compared with the corresponding average price during the last ten (10) trading days of the Vesting Period (the “Performance Condition”).

10. Provided that the above conditions are met, and subject to the restrictions set out in items 11-16 below, Matching Shares and/or Performance Shares are expected to be transferred to the Participants within 60 days from the end of the Vesting Period. The Board of Directors is authorised to extend the deadline for the transfer of Matching Shares and/or Performance Shares if Participants are prevented from receiving shares during the specified period due to applicable laws and regulations.

11. Should there be a decline in the price of the Eolus series B share at the time of the Participants’ acquisitions of Savings Shares such that the number of Matching Shares and Performance Shares subject to allocation exceeds the maximum number of shares set out in item 2 above, the number of Matching Shares and Performance Shares that may be subject to allocation will be reduced proportionately.

12. Allocation of Matching Shares and Performance Shares is conditional upon the Participant retaining all Savings Shares and maintaining his/her permanent employment within the Eolus group over the entire Vesting Period. The Board of Directors is authorised to disregard these conditions if certain good leaver rules apply. The allocation of Matching Shares and Performance Shares to a good leaver will be proportionately adjusted for time served during the Vesting Period and the Board of Directors’ assessment of the extent to which the Performance Condition has been achieved by the time the employment terminated.

13. If the aggregated number of Matching Shares and/or Performance Shares that a Participant is entitled to receive at the end of the Vesting Period does not correspond to a whole number of shares, the number of Matching Shares and/or Performance Shares that the Participant is entitled to receive shall be rounded downwards to the nearest whole number.

14. The number of Matching Shares and Performance Shares shall be subject to recalculation in the event of any intervening bonus issue, share split, reverse share split, rights issue, and/or other similar corporate actions. The same shall apply for the distribution of an extraordinary dividend (or distribution of other assets).

15. If significant changes in the Eolus group or in the market occur which, in the opinion of the Board of Directors, would result in a situation where the conditions for allocation of Matching Shares and/or Performance Shares become unreasonable, the Board of Directors is entitled to make adjustments to the Share Savings Program 2024, including, inter alia, to resolve to reduce the allocation of Matching Shares and/or Performance Shares or to not allocate any Matching Shares and/or Performance Shares at all. In the event that allocation of Matching Shares and/or Performance Shares has been made based on incorrect information, or if actions have been taken by any Participant which could result in material damage to the Eolus group’s reputation, the Board of Directors may decide to reclaim whole or a part of the allocated Matching Shares and/or Performance Shares.

16. Participation in the Share Savings Program 2024 presupposes that such participation is legally possible in the various jurisdictions concerned and that the administrative efforts and costs are reasonable in the opinion of the Board of Directors. The Board of Directors shall be entitled to make such local adjustments of the Share Savings Program 2024 that may be necessary or appropriate to implement it with reasonable administrative efforts and costs in the concerned jurisdictions, including, inter alia, to offer cash settlement.

17. The Board of Directors shall be responsible for the further design and administration of the Share Savings Program 2024 within the framework of the above stated main terms and conditions and shall be authorised to make such minor adjustments and applications as required by law or for administrative reasons.

[1] The intention is that the investment limits set out in item 5 shall apply to all Participants in any future share savings programs. The investment limits in item 4 have been determined taking into account the fact that a majority of the Participants have already been offered to acquire savings shares earlier in 2024 under the Share Savings Program 2023.

Estimated costs, effects on key ratios and dilution

The costs for the Share Savings Program 2024 are calculated according to the accounting standard IFRS 2 and accrued on a linear basis over the Vesting Period.

Assuming (i) a share price of SEK 74.25 for the Company’s share on Nasdaq Stockholm (corresponding to the closing price of the Company’s share on Nasdaq Stockholm on 28 March 2024) at the time of the Participants’ acquisition of Savings Shares, (ii) acquisition of the maximum number of Savings Shares by eligible Participants, and (iii) an annual employee turnover of 10 per cent, the total effect on the income statement of the Share Savings Program 2024, including costs for social security charges, is estimated to amount to SEK 3.8 million if Eolus’s share price at the time of delivery of shares to the Participants is unchanged. Under the corresponding assumptions, the total effect on the income statement, including costs for social security charges, is estimated to amount to SEK 3.9 million if Eolus’s share price at the time of delivery of shares to Participants has increased by 30 per cent.

The estimated aggregated annual costs of between SEK 1.3-1.4 million correspond to approximately 1 per cent of the group’s total employee costs for the financial year 2023. Thus, the costs for the Share Savings Program 2024 are expected to have a marginal effect on the group’s key ratios.

The proposed delivery arrangements below will not give rise to an increased number of shares in Eolus and, accordingly, no dilutive effect in terms of shares issued will occur for existing shareholders.

B. Delivery arrangements

The Board of Directors has considered different methods for delivery of shares under the Share Savings Program 2024 to the Participants and to cover the cash flow effects associated with the Share Savings Program 2024, primarily social security charges. For this purpose, the Board of Directors proposes that the AGM resolve on (i) an authorisation for the Board of Directors to resolve on the repurchase of own series B shares on Nasdaq Stockholm; and (ii) transfer of own series B shares free of charge to the Participants.

The detailed conditions for the Board of Directors’ proposal are set out below.

Authorisation for the Board of Directors to resolve on acquisition of own series B shares

The Board of Directors proposes that the AGM authorises the Board of Directors to resolve on acquisition of own series B shares on Nasdaq Stockholm on the following terms:

  1. Acquisitions of series B shares in Eolus may only be effected on Nasdaq Stockholm.
  2. A maximum of 150,000 series B shares in Eolus may be acquired.
  3. Acquisitions of series B shares in Eolus on Nasdaq Stockholm may only be made at a price within the prevailing price interval on Nasdaq Stockholm applicable from time to time (i.e. the interval between the highest purchase price and the lowest selling price).
  4. The authorisation may be utilised on one or several occasions prior to the AGM 2025.

The purpose of the resolution is to secure the undertakings of Eolus according to the Share Savings Program 2024 and to cover the cash flow effects associated with the Share Savings Program 2024, primarily social security charges.

Resolution on transfer of own series B shares to the Participants

The Board of Directors proposes that the AGM resolves that own series B shares may be transferred to the Participants in the Share Savings Program 2024 on the following terms:

  1. A maximum of 120,000 series B shares in Eolus (60,000 Matching Shares and 60,000 Performance Shares) may be transferred free of charge to the Participants.
  2. Right to purchase series B shares in Eolus free of charge shall – with deviation from the shareholders’ preferential rights – be granted to each such person within the group who is a Participant.
  3. Transfers of series B shares in Eolus shall be made free of charge at the time and on the other terms that the Participants, as relevant, are entitled to be allocated shares.
  4. The number of series B shares in Eolus that may be transferred under the Share Savings Program 2024 shall be subject to recalculation in the event of any intervening bonus issue, share split, reverse share split, rights issue, and/or other similar corporate actions. The same shall apply for the distribution of an extraordinary dividend (or distribution of other assets).

As the Share Savings Program 2024, in principle, is not expected to give rise to any initial social security payments for Eolus (and as an authorisation for the Board of Directors to resolve on transfer of the Company’s own shares is valid only until the next AGM), the Board of Directors has decided not to propose to the AGM 2024 to authorise the Board of Directors to resolve on transfer of the Company’s own series B shares on a regulated market in order to cover such payments. However, prior to any transfer of Matching Shares and Performance Shares to the Participants, the Board of Directors intends to propose to a later general meeting to authorise the Board of Directors to resolve on transfer of the Company’s own series B shares on a regulated marked in order to cover such costs.

Reasons for deviation from the shareholders’ preferential rights

The reason for deviation from the shareholders’ preferential rights is Eolus’ wish to implement the proposed share savings program. In light of the above stated, the Board of Directors considers it to be advantageous for Eolus and the shareholders that the Participants are offered to increase their shareholdings in Eolus.

C. Majority requirements

The AGM’s resolution on the implementation of the Share Savings Program 2024 according to item A above, is conditional upon the AGM resolving in accordance with the Board of Directors’ proposal under item B above, and the proposals under items A and B shall therefore be adopted as one resolution. A valid resolution requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the AGM approve the resolution.

D. Other

The proposal for the Share Savings Program 2024 has been prepared by the Board of Directors and its Remuneration Committee in consultation with external advisors.

Eolus already has three ongoing share savings programs for the financial years 2023, 2022 and 2021 relating to the variable cash remuneration. For a more detailed description of these program, reference is made to Eolus Annual Report and Sustainability Report for 2023, note 5.

A reasoned statement of the Board of Directors pursuant to Chapter 19, Section 22 of the Swedish Companies Act has been prepared.

Available documentation

The Nomination Committee’s reasoned statement, form of power of attorney and postal voting form are available at the company and on the company’s website, www.eolus.com/en/.

The financial statements, the audit report and other documentation that shall be available for the shareholders according to the Swedish Companies Act will be available at the company and on the company’s website, www.eolus.com/en/, no later than three weeks before the AGM.

The documents will be sent free of charge to shareholders who so request and state their address.

Number of shares and votes in the company

At the time of issue of this convening notice, the total number of shares in the company amounts to 24,907,000, of which 1,284,625 shares are Class A shares and 23,622,375 shares are Class B shares. The total number of votes in the company amounts to 3,646,862.5.

Information at the AGM

The Board of Directors and the CEO shall, if any shareholder so request and if the Board of Directors considers that this can be done without significant harm for the company or its subsidiaries, give information on circumstances that can affect the assessment of an item on the agenda, circumstances that can affect the assessment of the financial situation of the company or its subsidiaries and the company’s relationship with another group company (including the consolidated financial statements).

Processing of personal data

For information about the processing of your personal data, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Hässleholm in April 2024
Eolus Vind AB (publ)
The Board of Directors

Hässleholm, Sweden, May 12, 2023

Eolus Vind AB’s Annual General Meeting 2023 (“AGM”) was held today, Friday, May 12.

The AGM adopted the presented income statements and balance sheets as well as the submitted remuneration report and granted discharge of liability to Board members and the CEO. In addition, the following principal resolutions were passed.

In accordance with the Board of Directors’ proposal, the AGM resolved to declare a dividend of SEK 1.50 per share for the financial year 2022, and the record date for the payment of dividends was set to Tuesday, May 16, 2023.

Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert were re-elected and Marie Grönborg was elected as members of the Board of Directors. Hans-Göran Stennert was re-elected as Chairman of the Board. The accounting firm PricewaterhouseCoopers AB was re-elected as the Company’s auditor, with authorized public accountant Vicky Johansson as auditor in charge.

It was decided that fees to the Board of Directors shall amount to SEK 450,000 to the Chairman of the Board and SEK 225,000 each to other Board members who are not employed by the Company, to SEK 60,000 to the Chairman of the Audit Committee and SEK 30,000 to other members who are not employed by the Company, and to SEK 15,000 to members of the Remuneration Committee who are not employed by the Company. It was decided that auditor fees shall be paid in accordance with approved invoice.

The AGM also resolved on the implementation of a long-term share savings program entailing that employees in Sweden within Eolus can choose to use an amount corresponding to a maximum of one month’s salary of their potential variable cash remuneration relating to the financial year 2023 to acquire shares in Eolus. Provided that the participant still holds all of the acquired shares and is still employed within the Eolus group three years after the acquisition of the shares, Eolus will remunerate the participant with an amount corresponding to the cost for acquiring the number of Eolus shares corresponding to half of the number of acquired shares..

For further information, please contact:
Per Witalisson, CEO, +46 (0)702 65 16 15
Karin Wittsell Heydl, Head of Communications & Sustainability, +46 (0)761 16 71 99

ABOUT EOLUS
Eolus is one of the leading developers of renewable energy in the Nordics and we are active in the whole value chain from development of green field projects to construction and operation of renewable projects. We offer attractive and competitive investments in the Nordic and Baltic countries, Poland and the United States. Founded in 1990, Eolus has constructed 738 wind turbines with a capacity of 1,814 MW. Eolus has signed contracts for 1,150 MW of asset management services of which 825 MW are in operation.

Eolus’ Class B share is traded on Nasdaq Stockholm Mid Cap. For further information, please visit www.eolusvind.com.

Hässleholm 31 March 2023

The shareholders of Eolus Vind AB (publ) Reg. No. 556389-3956 are hereby invited to attend the Annual General Meeting (“AGM”) to be held on May 12, 2023 at 2:00 p.m. CEST in Kulturhuset in Hässleholm, Vattugatan 18. Registration for the AGM begins at 1:30 p.m. CEST.

The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the AGM also by postal voting in accordance with the regulations in Eolus’ Articles of Association.

Right to participate

Participation in the meeting room

A) Anyone wishing to attend the meeting room in person or through a representative must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 4, 2023, and no later than May 8, 2023 preferably before 4 p.m. CEST, notify the company of their intention to participate in the AGM.

Registration to attend the AGM should primarily be made via the company’s website www.eolusvind.com/en/investors/corporate-governance/general-meeting/. Registration to attend can also be made in writing under the address Eolus Vind AB ”Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by phone, 08-402 90 41. When registering, the shareholder must state name, social security- or company registration number, address, telephone number and the number of possible assistants (maximum two).

If shareholders are represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. Proxy form is available on the company’s website www.eolusvind.com/en/. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories. In order to facilitate the registration process at the AGM, a proxy together with registration certificate and any other authorization documents shall be received by the company at the above address at 4 p.m. CEST on May 8, 2023, at the latest. If a proxy and other authorization documents have not been submitted in advance of the AGM, a proxy and other authorization documents shall be presented at the AGM.

Participation by postal voting

B) Anyone wishing to attend the meeting by postal voting must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 4, 2023, and no later than May 8, 2023 notify the company by casting their postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than that day.

Anyone who wishes to attend the meeting room in person or through a representative, must give notice in accordance with the instructions stated under A) above. Hence, a notice through postal voting only is not sufficient for those who wishes to attend the meeting room.

A special form must be used for postal voting. The form is available on the company’s website www.eolusvind.com/en/. The completed and signed form may be sent by mail to Eolus Vind AB, “Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by email to GeneralMeetingService@euroclear.com. The completed form must be received by Euroclear Sweden AB no later than May 8, 2023. Shareholders may also cast their votes electronically by verifying with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/.

Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy form is available on the company’s website www.eolusvind.com/en/. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories.

Nominee-registered shares

In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of May 4, 2023. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than May 8, 2023 will be taken into account in the presentation of the share register.

Proposed agenda

1. Opening of the meeting

2. Election of chairman of the meeting

3. Election of two persons to check the minutes

4. Preparation and approval of the voting list

5. Approval of the agenda

6. Determination of compliance with the rules of convocation

7. Presentation of

a. the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the Group

b. the statement by the auditor on the compliance of the guidelines for remuneration to senior executives

c. the Board of Directors’ proposal on appropriation of the company’s profit and reasoned statement thereon

8. Resolutions regarding

a. adoption of the statement of income and the balance sheet and the consolidated statement of income and the consolidated balance sheet

b. appropriation of the company’s profit according to the adopted balance sheet

c. discharge of the Board of Directors and the CEO from liability for the financial year 2022

9. Determination of the number of Board members, deputy Board members, auditors and deputy auditors

10. Determination of fees to Board members and auditor

11. Election of Board members and Chairman of the Board
The Nomination Committee’s proposal:

a. Carina Håkansson

b. Marie Grönborg

c. Hans Johansson

d. Jan Johansson

e. Hans Linnarson

f. Bodil Rosvall Jönsson

g. Hans-Göran Stennert

h. Hans-Göran Stennert, as Chairman of the Board

12. Election of auditor

13. Resolution on approval of remuneration report

14. Resolution on the implementation of a long-term share savings program

15. Closing of the meeting

Proposed resolutions

Election of chairman of the meeting (item 2)

The Nomination Committee for the AGM 2023 has consisted of the chairman Hans Gydell (appointed by Hans-Göran Stennert), Ingvar Svantesson (appointed by Domneåns Kraftaktiebolag), Hans Johansson (appointed by Åke Johansson) and the Chairman of the Board, Hans-Göran Stennert.

The Nomination Committe has proposed that Eolus’ General Counsel, Karl Olsson, shall be elected chairman of the AGM 2023.

Preparation and approval of the voting list (item 4)

The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the Annual General Meeting’s register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.

Dividend (item 8b)

The Board of Directors proposes that a dividend of SEK 1.50 per share is declared for the financial year 2022. As record date for the dividend, the Board of Directors proposes May 16, 2023. If the AGM resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB starting May 22, 2023.

Election of Board members, Chairman of the Board and auditor, and determination of fees (items 9-12)

The Nomination Committee proposes that the AGM resolves as follows:

that the Board of Directors shall consist of seven members, with no deputy members;

that one Auditor shall be appointed, with no deputy Auditor;

that, fees to the Board members for 2023 shall be SEK 450,000 to the Chairman of the Board and SEK 225,000 each to other Board members who are not employed by the company, fees for work in the Audit Committee shall be paid in the amount of SEK 60,000 to the Chairman of the Audit Committee and in the amount of SEK 30,000 to other members who are not employed by the company, and fees for work in the Remuneration Committee shall be paid in the amount of SEK 15,000 to members who are not employed by the company;

that the Auditor’s fee is to be paid according to agreement;

that the Board members Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert are re-elected and that Carina Håkansson and Marie Grönborg are elected as new Board members. Sigrun Hjelmqvist has declined re-election to the Board of Directors;

Carina Håkansson, born 1961, has education from Skogshögskolan in Garpenberg and Umeå. She has a long and successful career, including former CEO of Stora Enso Skog, Dala Kraft AB and Skogsindustierna. In addition she has previously been Chairperson for Advisory Committee on Sustainable Forest-based Industries (ACSFI) and Board member of Dala Vind AB. Carina is currently Board member of Svenska Cellulosa Aktiebolaget SCA, AFRY AB and chairperson of IVA’s division for Forest Technology. Carina does not hold any shares in Eolus.

Marie Grönborg, born 1970, is CEO of TreeToTextile. She has a MSc in chemical engineering from Chalmers University of Technology / Imperial College and has a long and successful career, including former Vice President of Perstorp Group and former CEO of Purac AB. In addition, she has previously been a Board member of a number of subsidiaries within Perstorp Group. Marie is currently Board member of SSAB AB and Permascand Top Holding AB. Marie holds 275 shares in Eolus.

that Hans-Göran Stennert is re-elected as Chairman of the Board;

that, in accordance with the recommendation of the Audit Committee, the accounting firm PricewaterhouseCoopers AB is elected as auditor; PricewaterhouseCoopers AB has informed that the authorized public accountant Vicky Johansson will continue as auditor in charge should the AGM resolve in accordance with the Nomination Committee’s proposal.

Resolution on the implementation of a long-term share savings program (item 14)

The Board of Directors of Eolus proposes that the AGM 2023 resolves on a long-term share savings program for the company’s employees in Sweden (the “Share Savings Program 2023”).

The Share Savings Program 2023 entails that all employees in Sweden within Eolus can choose to use an amount corresponding to a maximum of one month’s salary of their potential variable cash remuneration relating to the financial year 2023 to acquire shares in Eolus (”Savings Shares”). Acquisition of Savings Shares shall be made through the company on Nasdaq Stockholm within twenty trading days from when the outcome of the variable cash remuneration program has been established and the participants have informed Eolus whether they want to participate in the Share Savings Program.

Provided that the participant still holds all of the Savings Shares and is still employed within the Eolus group three years after the acquisition of Savings Shares, Eolus will remunerate the participant with an amount corresponding to the cost for acquiring the number of Eolus shares corresponding to half of the number of Savings Shares (“Matching Shares”). Acquisition of Matching Shares shall be made through the company on Nasdaq Stockholm within twenty trading days from the date falling three years after the acquisition of Savings Shares.

In order to ensure that the participant’s financial situation as far as possible shall remain unchanged, the number of Matching Shares shall be subject to customary recalculation should the company’s share capital increase or decrease, convertible debt instruments or options be issued or the company be liquidated or merged, or any similar changes to the company occur.

Should the participant be prohibited from acquiring Savings Shares due to possession of inside information, the Board of Directors may in individual cases prolong or postpone the above mentioned investment period, although not beyond the next year end (i.e. until and including 31 December 2024). The Board of Directors shall be responsible for the detailed conditions and the administration of the Share Savings Program 2023 within the terms and conditions set forth above, and may also make such minor adjustments and applications as may be appropriate for legal or administrative reasons.

Based on the assumptions of maximum outcome in the variable cash remuneration program, full investments by the entitled participants and an unchanged share price at the time of delivery of the Matching Shares, Eolus’ costs relating to the Share Savings Program 2023 are estimated to amount to a maximum of approximately SEK 3.2 million. Assuming a 25 per cent increase in Eolus’ share price at the time of delivery of Matching Shares, Eolus’ costs relating to the Share Savings Program 2023, including employer contributions, are estimated to amount to a maximum of approximately SEK 4.0 million and assuming a 50 per cent increase in the share price at such time, the costs are estimated to amount to a maximum of approximately SEK 4.9 million, including employer contributions. The Share Savings Program 2023 does not result in any dilution of the holdings of the company’s shareholders and is not deemed to affect any performance measure important for Eolus. No measures have been taken to hedge Eolus’ costs against its own share price in connection with the purchase of Matching shares.

The proposal on Share Savings Program 2023 has been prepared by the Board of Directors and the Remuneration Committee. In the company, similar share savings programs for the financial years 2022, 2021 and 2019/2020 relating to the variable cash remuneration have previously been adopted. By requiring, as described above, that the participants make an own investment in Eolus shares and thereby reconciling the employees’ and the shareholders’ interests of a long-term increase of the company’s value, the Share Savings Program 2023 is expected to enhance Eolus’ possibilities to recruit and retain competent employees while at the same time promoting Eolus’ business strategy, long-term interests and sustainability.

The proposal must be supported by shareholders representing more than half of the votes cast at the general meeting.

Available documentation

The Nomination Committee’s reasoned statement, form of power of attorney and postal voting form are available at the company and on the company’s website, www.eolusvind.com/en/.

The financial statements, the audit report and other documentation that shall be available for the shareholders according to the Swedish Companies Act will be available at the company and on the company’s website, www.eolusvind.com/en/, no later than three weeks before the AGM.

The documents will be sent free of charge to shareholders who so request and state their address.

Number of shares and votes in the company

At the time of issue of this convening notice, the total number of shares in the company amounts to 24,907,000, of which 1,285,625 shares are Class A shares and 23,621,375 shares are Class B shares. The total number of votes in the company amounts to 3,647,762.5.

Information at the AGM

The Board of Directors and the CEO shall, if any shareholder so request and if the Board of Directors considers that this can be done without significant harm for the company or its subsidiaries, give information on circumstances that can affect the assessment of an item on the agenda, circumstances that can affect the assessment of the financial situation of the company or its subsidiaries and the company’s relationship with another group company (including the consolidated financial statements).

Processing of personal data

For information about the processing of your personal data, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Hässleholm in March 2023
Eolus Vind AB (publ)
The Board of Directors

For further information, please contact:
Per Witalisson, CEO, +46 (0)702 65 16 15
Karin Wittsell Heydl, Head of Communications & Sustainability, +46 (0)761 16 71 99


Hässleholm, Sweden, May 19, 2022

Eolus Vind AB’s Annual General Meeting 2022 (“AGM”) was held today, Thursday, May 19.

The AGM adopted the presented income statements and balance sheets as well as the submitted remuneration report and granted discharge of liability to Board members and the CEO. In addition, the following principal resolutions were passed.

In accordance with the Board of Directors’ proposal, the AGM resolved to declare a dividend of SEK 1.50 per share for the financial year 2021, and the record date for the payment of dividends was set to Monday, May 23, 2022.

Sigrun Hjelmqvist, Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert were re-elected as members of the Board of Directors and Hans-Göran Stennert was re-elected as Chairman of the Board. The accounting firm PricewaterhouseCoopers AB was re-elected as the Company’s auditor, with authorized public accountant Vicky Johansson as auditor in charge.

It was decided that fees to the Board of Directors shall amount to SEK 450,000 to the Chairman of the Board and SEK 225,000 each to other Board members who are not employed by the Company, to SEK 60,000 to the Chairman of the Audit Committee and SEK 30,000 to other members who are not employed by the Company, and to SEK 15,000 to members of the Remuneration Committee who are not employed by the Company. It was decided that auditor fees shall be paid in accordance with approved invoice.

The AGM also resolved on the implementation of a long-term share savings program entailing that all employees within Eolus can choose to use an amount corresponding to a maximum of one month’s salary of their potential variable cash remuneration relating to the financial year 2022 to acquire shares in Eolus. Provided that the participant still holds all of the acquired shares and is still employed within the Eolus group three years after the acquisition of the shares, Eolus will remunerate the participant with an amount corresponding to the cost for acquiring the number of Eolus shares corresponding to half of the number of acquired shares.

For further information contact:
Per Witalisson, CEO, +46 70-265 16 15
Karin Wittsell Heydl, Head of Communications and Sustainability, +46 76-116 71 99

About Eolus:
Since the company’s inception thirty years ago, Eolus has grown to become one of the leading developers of renewable energy in the Nordic region. Today, we develop, establish, and manage renewable energy projects in onshore and offshore wind power, solar power and energy storage. Eolus offers attractive and competitive investment opportunities in the Nordic region, the US, Poland and the. With our competent and dedicated staff, we are taking the company forward at a rapid pace and driving the transition to renewable electricity generation. Founded in 1990, Eolus has constructed 666 wind turbines with a capacity of 1 414 MW. Eolus has signed contracts for about 1 322 MW of asset management services of which 914 MW are in operation.

Eolus shares are listed at Nasdaq Stockholm.                                   

www.eolusvind.com

 

 

Hässleholm, Sweden, April 11th, 2022

The shareholders of Eolus Vind AB (publ) Reg. No. 556389-3956 are hereby invited to attend the Annual General Meeting (“AGM”) to be held on May 19, 2022 at 2 p.m. CEST in Kulturhuset in Hässleholm, Vattugatan 18. Registration for the AGM begins at 1.30 p.m. CEST.

The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the AGM also by postal voting in accordance with the regulations in Eolus’ Articles of Association.

Right to participate

Participation in the meeting room

A) Anyone wishing to attend the meeting room in person or through a representative must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 11, 2022, and no later than May 13, 2022 preferably before 4 p.m. CEST, notify the company of their intention to participate in the AGM.

Registration to attend the AGM should primarily be made via the company’s website https://www.eolusvind.com/en/investors/corporate-governance/general-meeting/

Registration to attend can also be made in writing under the address Eolus Vind AB ”Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by phone, 08-402 90 41. When registering, the shareholder must state name, social security- or company registration number, address, telephone number and the number of possible assistants (maximum two).

If shareholders are represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. Proxy form is available on the company’s website www.eolusvind.com. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories. In order to facilitate the registration process at the AGM, a proxy together with registration certificate and any other authorization documents shall be received by the company at the above address at 4 p.m. CEST on May 13, 2022, at the latest. If a proxy and other authorization documents have not been submitted in advance of the AGM, a proxy and other authorization documents shall be presented at the AGM.

Participation by postal voting

B) Anyone wishing to attend the meeting by postal voting must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 11, 2022, and no later than May 13, 2022 notify the company by casting their postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than that day.

Anyone who wishes to attend the meeting room in person or through a representative, must give notice in accordance with the instructions stated under A) above. Hence, a notice through postal voting only is not sufficient for those who wishes to attend the meeting room.

A special form must be used for postal voting. The form is available on the company’s website www.eolusvind.com. The completed and signed form may be sent by mail to Eolus Vind AB, “Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by email to GeneralMeetingService@euroclear.com. The completed form must be received by Euroclear Sweden AB no later than May 13, 2022. Shareholders may also cast their votes electronically by verifying with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/.

Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy form is available on the company’s website www.eolusvind.com. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories.

Nominee-registered shares

In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of May 11, 2022. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than May 13, 2022 will be taken into account in the presentation of the share register.

Proposed agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Election of two persons to check the minutes
  4. Preparation and approval of the voting list
  5. Approval of the agenda
  6. Determination of compliance with the rules of convocation
  7. Presentation of
  1. the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the Group
  2. the statement by the auditor on the compliance of the guidelines for remuneration to senior executives
  3. the Board of Directors’ proposal on appropriation of the company’s profit and reasoned statement thereon
  1. Resolutions regarding
  1. adoption of the statement of income and the balance sheet and the consolidated statement of income and the consolidated balance sheet
  2. appropriation of the company’s profit according to the adopted balance sheet
  3. discharge of the Board of Directors and the CEO from liability for the financial year 2021
  1. Determination of the number of Board members, deputy Board members, auditors and deputy auditors
  2. Determination of fees to Board members and auditor
  3. Election of Board members and Chairman of the Board

The Nomination Committee’s proposal:

  1. Sigrun Hjelmquist
  2. Hans Johansson
  3. Jan Johansson
  4. Hans Linnarson
  5. Bodil Rosvall Jönsson
  6. Hans-Göran Stennert
  7. Hans-Göran Stennert, as Chairman of the Board
  1. Election of auditor
  2. Resolution on approval of remuneration report
  3. Resolution on the implementation of a long-term share savings program
  4. Closing of the meeting

Proposed resolutions

Election of chairman of the meeting (item 2)

The Nomination Committee for the AGM 2022 has consisted of the chairman Hans Gydell (appointed by Hans-Göran Stennert), Ingvar Svantesson (appointed by Domneåns Kraftaktiebolag), Hans Johansson (appointed by Åke Johansson) and the Chairman of the Board, Hans-Göran Stennert.

The Nomination Committe has proposed that Eolus’ General Counsel, Karl Olsson, shall be elected chairman of the AGM 2022.

Dividend (item 8b)

The Board of Directors proposes that a dividend of SEK 1.50 per share is declared for the financial year 2021. As record date for the dividend, the Board of Directors proposes May 23, 2022. If the AGM resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB starting May 27, 2022.

Election of Board members, Chairman of the Board and auditor, and determination of fees

(items 9-12)

The Nomination Committee proposes that the AGM resolves as follows:

that the Board of Directors shall consist of six members, with no deputy members;

that one Auditor shall be appointed, with no deputy Auditor;

that, fees to the Board members shall be SEK 450,000 to the Chairman of the Board and SEK 225,000 each to other Board members who are not employed by the company, fees for work in the Audit Committee shall be paid in the amount of SEK 60,000 to the Chairman of the Audit Committee and in the amount of SEK 30,000 to other members who are not employed by the company, and fees for work in the Remuneration Committee shall be paid in the amount of SEK 15,000 to members who are not employed by the company;

that the Auditor’s fee is to be paid according to agreement;

that Board members Sigrun Hjelmquist, Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert are re-elected;

that Hans-Göran Stennert is re-elected as Chairman of the Board;

that, in accordance with the recommendation of the Audit Committee, the accounting firm PricewaterhouseCoopers AB is elected as auditor; PricewaterhouseCoopers AB has informed that the authorized public accountant Vicky Johansson will be appointed as auditor in charge should the AGM resolve in accordance with the Nomination Committee’s proposal.

Resolution on approval of remuneration report (item 13)

The Board of Directors proposes that the AGM resolves to approve the Board of Directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Resolution on the implementation of a long-term share savings program (item 14)

The Board of Directors of Eolus Vind AB (publ) proposes that the AGM 2022 resolves on a long-term share savings program for the company’s employees (the “Share Savings Program 2022”).

The Share Savings Program 2022 entails that all employees within Eolus can choose to use an amount corresponding to a maximum of one month’s salary of their potential variable cash remuneration relating to the financial year 2022 to acquire shares in Eolus (”Savings Shares”). Acquisition of Savings Shares shall be made through the company on Nasdaq Stockholm within twenty trading days from when the outcome of the variable cash remuneration program has been established and the participants have informed Eolus whether they want to participate in the Share Savings Program.

Provided that the participant still holds all of the Savings Shares and is still employed within the Eolus group three years after the acquisition of Savings Shares, Eolus will remunerate the participant with an amount corresponding to the cost for acquiring the number of Eolus shares corresponding to half of the number of Savings Shares (“Matching Shares”). Acquisition of Matching Shares shall be made through the company on Nasdaq Stockholm within twenty trading days from the date falling three years after the acquisition of Savings Shares.

In order to ensure that the participant’s financial situation as far as possible shall remain unchanged, the number of Matching Shares shall be subject to customary recalculation should the company’s share capital increase or decrease, convertible debt instruments or options be issued or the company be liquidated or merged, or any similar changes to the company occur.

Should the participant be prohibited from acquiring Savings Shares due to possession of inside information, the Board of Directors may in individual cases prolong or postpone the above mentioned investment period, although not beyond the next AGM. The Board of Directors shall be responsible for the detailed conditions and the administration of the Share Savings Program 2022 within the terms and conditions set forth above, and may also make such minor adjustments and applications as may be appropriate for legal or administrative reasons.

Based on the assumptions of maximum outcome in the variable cash remuneration program, full investments by the entitled participants and an unchanged share price at the time of delivery of the Matching Shares, Eolus’ costs relating to the Share Savings Program 2022 are estimated to amount to a maximum of SEK 2,2 million. Assuming a 25 per cent increase in Eolus’ share price at the time of delivery of Matching Shares, Eolus’ costs relating to the Share Savings Program 2022, including employer contributions, are estimated to amount to a maximum of SEK 2,8 million and assuming a 50 per cent increase in the share price at such time, the costs are estimated to amount to a maximum of SEK 3,3 million, including employer contributions. The Share Savings Program 2022 does not result in any dilution of the holdings of the company’s shareholders and is not deemed to affect any performance measure important for Eolus. No measures have been taken to hedge Eolus’ costs against its own share price in connection with the purchase of Matching shares.

The proposal on Share Savings Program 2022 has been prepared by the Board of Directors and the Remuneration Committee. In the company, similar share savings programs for the financial years 2021, 2019/2020 and 2018/2019 relating to the variable cash remuneration have previously been adopted. By requiring, as described above, that the participants make an own investment in Eolus shares and thereby reconciling the employees’ and the shareholders’ interests of a long-term increase of the company’s value, the Share Savings Program 2022 is expected to enhance Eolus’ possibilities to recruit and retain competent employees while at the same time promoting Eolus’ business strategy, long-term interests and sustainability.

The proposal must be supported by shareholders representing more than half of the votes cast at the general meeting.

Available documentation

The following documentation will be held available at the company and on the company’s website at least three weeks ahead of the AGM. The documentation will also be sent, without any cost for the recipients, to shareholders who so request and provide their address or e-mail address: (i) the accounting material and the auditor’s report, (ii), the statement by the auditor on the compliance of the resolved guidelines for remuneration to senior executives, (iii) remuneration report, (iv) the complete proposal of the Board of Directors with respect to appropriation of profit and the Board of Directors’ motivated statement thereon, and (v) the complete proposal of the Board of Directors with respect to the long-term share savings program.

Number of shares and votes in the company

At the time of issue of this convening notice, the total number of shares in the company amounts to 24,907,000, of which 1,285,625 shares are Class A shares and 23,621,375 shares are Class B shares. The total number of votes in the company amounts to 3,647,762.5.

Information at the AGM

The Board of Directors and the CEO shall, if any shareholder so request and if the Board of Directors considers that this can be done without significant harm for the company or its subsidiaries, give information on circumstances that can affect the assessment of an item on the agenda, circumstances that can affect the assessment of the financial situation of the company or its subsidiaries and the company’s relationship with another group company (including the consolidated financial statements).

Processing of personal data

For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Hässleholm in April 2022
Eolus Vind AB (publ)
The Board of Directors

For further information contact:

Per Witalisson, CEO, +46 70-265 16 15
Johan Hammarqvist, Head of Communications, +46 720 50 59 11

About Eolus:
Eolus Vind AB is one of the leading wind power developers in the Nordics. Eolus is active in the whole value chain from development of green field projects to construction and operation of wind farms. Eolus offers attractive and competitive investments in the Nordic and Baltic countries, Poland as well as the United States to both local and international investors. Founded in 1990, Eolus has constructed 666 wind turbines with a capacity of 1 414 MW. Eolus has signed contracts for about 1 320 MW of asset management services of which 914 MW are in operation and the rest under construction.

Eolus Vind AB has 34 500 shareholders. Eolus shares are listed at Nasdaq Stockholm.

For more information about Eolus, please visit www.eolusvind.com

Hässleholm, Sweden, May 19th, 2021

Eolus Vind AB’s Annual General Meeting 2021 (“AGM”) was held today. In the light of the ongoing corona pandemic and in order to minimize the spread of the disease, the general meeting was held only through postal voting, without the possibility to attend in person, in accordance with temporary legislation.

The AGM adopted the presented income statements and balance sheets as well as the submitted remuneration report and granted discharge of liability to Board members and the CEO. In addition, the following principal resolutions were passed.

In accordance with the Board of Directors’ proposal, the AGM resolved to declare a dividend of SEK 2.00 per share for the prolonged financial year 2019/2020, and the record date for the payment of dividends was set to Friday, May 21, 2021.

Sigrun Hjelmqvist, Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert were re-elected as members of the Board of Directors and Hans-Göran Stennert was re-elected as Chairman of the Board. The accounting firm PricewaterhouseCoopers AB was re-elected as the Company’s auditor, with authorized public accountant Eva Carlsvi as auditor in charge.

It was decided that fees to the Board of Directors shall amount to SEK 450,000 to the Chairman of the Board and SEK 225,000 each to other Board members who are not employed by the Company, fees for work in the Audit Committee shall be paid in the amount of SEK 60,000 to the Chairman of the Audit Committee and in the amount of SEK 30,000 to other members who are not employed by the Company, fees for work in the Remuneration Committee shall be paid in the amount of SEK 15,000 to members who are not employed by the Company. Furthermore, it was decided that a retroactive fee is to be paid by SEK 125,000 to the Chairman of the Board and SEK 58,000 to the other members of the Board not employed by the Company. The retroactive fee is based on a calculation pro rata of the additional period of time that the Board’s assignment was extended due to the change of the Company’s financial year during 2020.

In accordance with the Nomination Committee’s proposal, the AGM resolved on instructions for appointment of the Nomination Committee and the assignment of the Nomination Committee.

The AGM further resolved on new guidelines for remuneration to senior executives in accordance with the Board of Directors’ proposal, which principally corresponds to the guidelines adopted by the AGM 2020 but with the principal adjustments that the maximum variable cash remuneration for the CEO was adjusted to five monthly salaries (previously four monthly salaries), an adjustment so that the variable cash remuneration which is measured during several years may entitle the senior executives to an additional number of monthly salaries, and an adjustment of the criteria for variable cash remuneration so that the relative weighting with regard to certain financial targets was removed.

The AGM also resolved on the implementation of a long-term share savings program entailing that all employees within Eolus can choose to use an amount corresponding to a maximum of one month’s salary of their potential variable cash remuneration relating to the financial year 2021 to acquire shares in Eolus. Provided that the participant still holds all of the acquired shares and is still employed within the Eolus group three years after the acquisition of the shares, Eolus will remunerate the participant with an amount corresponding to the cost for acquiring the number of Eolus shares corresponding to half of the number of acquired shares.

In accordance with the Board of Directors’ proposal, the AGM resolved to introduce a new article 13 in the articles of association in order to enable the Board to resolve upon collection of proxies and postal voting in connection with future AGMs.

For further information contact:

Per Witalisson, CEO, +46 70-265 16 15
Johan Hammarqvist, Head of Communications, +46 720 50 59 11

About Eolus:
Eolus Vind AB is one of the leading wind power developers in the Nordics. Eolus is active in the whole value chain from development of green field projects to construction and operation of wind farms. Eolus offers attractive and competitive investments in the Nordic and Baltic countries, Poland as well as the United States to both local and international investors. Founded in 1990, Eolus has constructed 666 wind turbines with a capacity of 1 414 MW. Eolus has signed contracts for about 1 400 MW of asset management services of which 921 MW are in operation and the rest under construction.

Eolus Vind AB has 41 000 shareholders. Eolus shares are listed at Nasdaq Stockholm.

For more information about Eolus, please visit www.eolusvind.com

Hässleholm, Sweden, April 16th, 2021

The shareholders of Eolus Vind AB (publ) are hereby invited to attend the Annual General Meeting (“AGM”) to be held on May 19, 2021.

The Board of Directors has decided that the AGM should be conducted by way of postal vote pursuant to temporary legislation being in effect in 2021. This means that the AGM will be held without the physical presence of shareholders, representatives or third parties. The shareholders will therefore only be able to exercise their voting rights by postal voting in the manner prescribed below.

An address in which the CEO Per Witalisson comments on Eolus’ operations and any questions submitted to the company will be published on Eolus’s website www.eolusvind.com on May 19, 2021.

Information on the resolutions passed at the AGM will be disclosed on May 19, 2021, when the outcome of the postal voting has been confirmed.

Right to attend

Shareholders who wish to attend the AGM must be recorded in the share register maintained by Euroclear Sweden, made as of May 10, 2021, and give notice of participation by casting its postal vote in accordance with the instructions under the heading Postal voting below so that the postal voting form is received by Euroclear Sweden AB no later than on May 18, 2021.

In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM by submitting its postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of May 10, 2021. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than May 12, 2021 will be taken into account in the presentation of the share register.

Postal voting

Shareholders may exercise their voting rights at the AGM only by postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for the postal vote. The form is available on the company’s website www.eolusvind.com. The postal vote form is considered as notice to participate in the AGM.

In order to be considered, the completed and signed form must be received by Euroclear Sweden AB no later than May 18, 2021. The completed and signed form must be sent to by mail to Eolus Vind AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden or by email to GeneralMeetingService@euroclear.com. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/. To be considered, such electronic votes must be submitted no later than May 18, 2021.

If the shareholder submits its postal vote by proxy, a power of attorney must be attached to the postal voting form. Proxy forms in Swedish and in English are available upon request  and on the company’s website www.eolusvind.com. A power of attorney is valid (1) year from its issue date or such longer time period as set out in the power of attorney, however not more than (5) years. If the shareholder is a legal person, a registration certificate or other authorization document, not older than one (1) year, must be attached to the form, listing the authorized signatories.

The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy/.

Shareholders’ right to receive information

The Board of Directors and CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to another company within the group. A request for such information shall be made in writing to the company no later than ten days prior to the AGM, i.e. no later than May 9, 2021, at Eolus Vind AB, Box 95, 281 21 Hässleholm, Sweden, or by email to info@eolusvind.com. The information will be made available at the company and on the company’s website www.eolusvind.com no later than May 14, 2021. The information will also be sent to any shareholder who so requests and states its address or e-mail address.

Proposed agenda

  1. Election of chairman of the meeting
  2. Election of two persons to check the minutes
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Determination of compliance with the rules of convocation
  6. Presentation of
  1. the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the Group
  2. the statement by the auditor on the compliance of the guidelines for remuneration to senior executives
  3. the Board’s proposal on appropriation of the company’s profit and reasoned statement thereon
  1. Resolutions regarding
  1. adoption of the statement of income and the balance sheet and the consolidated statement of income and the consolidated balance sheet
  2. appropriation of the company’s profit according to the adopted balance sheet
  3. discharge of the Board of Directors and the CEO from liability for the extended financial year 2019/2020
  1. Determination of the number of Board members, deputy Board members, auditors and deputy auditors
  2. Determination of fees to Board members and auditor
  3. Election of Board members and Chairman of the Board

The Nomination Committee’s proposal:

  1. Sigrun Hjelmquist
  2. Hans Johansson
  3. Jan Johansson
  4. Hans Linnarson
  5. Bodil Rosvall Jönsson
  6. Hans-Göran Stennert
  7. Hans-Göran Stennert, as Chairman of the Board
  1. Election of auditor
  2. Resolution on instructions for the appointment of the Nomination Committee and the Nomination Committee’s assignment
  3. Resolution on guidelines for remuneration to senior executives
  4. Resolution on approval of remuneration report
  5. Resolution on the implementation of a long-term share savings program
  6. Resolution on amendments to the Articles of Association

Proposed resolutions

Election of chairman of the meeting (item 1)

The Nomination Committee for the AGM 2021 has consisted of the chairman Hans Gydell (appointed by Hans-Göran Stennert), Ingvar Svantesson (appointed by Domneåns Kraftaktiebolag), Hans Johansson (appointed by Åke Johansson) and the Chairman of the Board, Hans-Göran Stennert.

The Nomination Committe has proposed that Eolus’ General Counsel, Karl Olsson, shall be elected chairman of the AGM 2021 or if he is prevented from participating, the person elected by the Board.

Election of two persons to check the minutes (item 2)

Östen Warnhag and Marcus Håkansson, or if one or both of them is prevented from participating, the person or persons elected by the Board, are proposed to check the minutes. The assignment to check the minutes also includes checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.

Preparation and approval of the voting list (item 3)

The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB, based on the general meeting share register and received postal votes, controlled and checked by the persons assigned to check the minutes.

Dividend (item 7b)

The Board proposes that a dividend of SEK 2.00 per share is declared for the financial year 2019/2020. As record date for the dividend, the Board proposes May 21, 2021. If the AGM resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB starting May 26, 2021.

Election of Board members, Chairman of the Board and auditor, and determination of fees (items 8-11)

The Nomination Committee proposes that the AGM resolves as follows:

that the Board shall consist of six members, with no deputy members;

that one Auditor shall be appointed, with no deputy Auditor;

that fees to the Board members shall be SEK 450,000 to the Chairman of the Board and SEK 225,000 each to other Board members who are not employed by the company, fees for work in the Audit Committee shall be paid in the amount of SEK 60,000 to the Chairman of the Audit Committee and in the amount of SEK 30,000 to other members who are not employed by the company, and fees for work in the Remuneration Committee shall be paid in the amount of SEK 15,000 to members who are not employed by the company;

that a retroactive fee is to be paid by SEK 125,000 to the Chairman of the Board and SEK 58,000 to the other members of the Board not employed by the company. The retroactive fee is based on a calculation pro rata of the additional period of time that the Board’s assignment was extended due to the change of the company’s financial year during 2020;

that the Auditor’s fee is to be paid according to agreement;

that Board members Sigrun Hjelmquist, Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert are re-elected;

that Hans-Göran Stennert is re-elected as Chairman of the Board;

that, in accordance with the recommendation of the Audit Committee, the accounting firm PricewaterhouseCoopers AB is elected as auditor; PricewaterhouseCoopers AB has informed that the authorized public accountant Eva Carlsvi will remain as auditor in charge should the AGM resolve in accordance with the Nomination Committee’s proposal.

Resolution on instructions for appointment of the Nomination Committee and the assignment of the Nomination Committee (item 12)

The Nomination Committee proposes that the AGM resolves on the following instructions for the appointment of the Nomination Committee and the Nomination Committee’s assignment:
The Nomination Committee shall be composed of one representative nominated by each of the three largest shareholders and the Chairman of the Board. The Chairman of the Board shall contact the largest shareholders in terms of voting rights, as registered in the shareholders’ register maintained by Euroclear Sweden AB as of the last banking day in August every year or other reliable information on shareholdings provided to the company at this time. A shareholder who is not owner registered in the shareholders’ register maintained by Eurcoclear Sweden and who wishes to exercise its right shall report this to the Chairman of the Board and be able to verify its shareholding. If one of the three largest shareholders in terms of voting rights waives its right to appoint a member to the Nomination Committee, the largest shareholder in turn shall be given the opportunity to appoint a member until the Nomination Committee consists of three members in addition to the Chairman of the Board. When appointing the Nomination Committee, the rules on independence in the Code must be taken into account. The composition of the Nomination Committee shall be publicly announced as soon as the Nomination Committee has been appointed, which shall be no later than six months before the Annual General Meeting. The Chairman of the Board shall convene the Nomination Committee as soon as possible after it has been appointed.
If a shareholder who has appointed a member of the Nomination Committee ceases to be a shareholder, or no longer is among the largest shareholders in terms of voting rights, earlier than two months before the Nomination Committee’s assignment is completed, the member appointed by such shareholder shall, if the Nomination Committee so decides, be replaced by a new member appointed by the shareholder who at the time is the largest shareholder in terms of voting rights and who is not already represented in the Nomination Committee. Should any of the members of the Nomination Committee resign for another reason or cease to represent the shareholder who has appointed the member before the Nomination Committee’s assignment is completed, such member shall be replaced by a new representative of the shareholder if requested by such shareholder.
The term of office for the Nomination Committee runs until a new Nomination Committee has been appointed. The Chairman of the Nomination Committee shall, if not otherwise agreed by the members, be the member who is appointed by the largest shareholder in terms of voting rights. No fees are to be paid to the members of the Nomination Committee. The Nomination Committee may, if appropriate, co-opt members to the Nomination Committee; a co-opted member is however not entitled to vote in the Nomination Committee.
The Nomination Committee’s assignment is to prepare proposals regarding the number of Board members to be elected by the general meeting, fees for the members of the Board, members of the Board, Chairman of the Board, Chairman at general meetings, company Auditor, Auditor’s fee, instructions for the Nomination Committee and other matters that according to the Code are to be handled by the Nomination Committee.
This instruction shall apply until further notice.

Resolution on guidelines for remuneration to senior executives (item 13)

The Board of Directors proposes that the AGM resolves to adopt guidelines for remuneration to senior executives on the same principal terms and conditions as adopted by the AGM 2020, with the maximum variable cash remuneration for the CEO adjusted to five monthly salaries (previously four monthly salaries), an adjustment so that the variable cash remuneration which is measured during several years may entitle the senior executives to an additional number of monthly salaries, an adjustment of the criteria for variable cash remuneration so that the relative weighting is removed and a couple of editorial adjustments. Accordingly, a new wording of the remuneration guidelines is proposed as follows.

Scope and applicability of the guidelines

These guidelines comprise the persons who are part of the management group in Eolus, currently the CEO, the deputy CEO/chief operative officer, the CFO, the General Counsel and the Manager of Project Delivery. To the extent that a Board member performs work for Eolus in addition to the assignment as Board member, these guidelines shall apply also for any remuneration (e.g. consultancy fee) for such assignment. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the AGM 2021. These guidelines do not apply to any remuneration decided or approved by the general meeting.

The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability

In brief, Eolus’ business strategy is to construct turnkey facilities for renewable energy and energy storage in order to create value at all stages in the planning, establishment and operation of such facilities, and offer attractive and competitive investment objects to both local and international investors. More information on the company’s business strategy is available in Eolus’ latest annual report.

A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain a highly competent management with capacity of achieving specified goals. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the senior executives a competitive total remuneration. Variable cash remuneration covered by these guidelines shall be based on criteria that aim at promoting the company’s business strategy and long-term interests, including its sustainability.

Types of remuneration, etc.

The remuneration shall be on market terms and be competitive, and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. For the individual senior executive, the level of remuneration shall be based on such factors as position, competence, experience and performance. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

If the satisfaction of criteria for awarding variable cash remuneration is measured over a period of one year, the yearly variable cash remuneration may amount to not more than five monthly salaries for the CEO, not more than four monthly salaries for the deputy CEO and not more than three monthly salaries for other senior executives. If the satisfaction of criteria for awarding variable cash remuneration is measured over a period of several years, the variable cash remuneration relating to such period of time may in total (i.e. including variable cash remuneration relating to measurement periods of one year) amount to the combined maximum of the yearly variable cash remuneration for the respective executives during the financial years included in such measurement period. Variable remuneration shall not qualify for pension benefits, save as required by mandatory collective bargaining agreement.

Pension benefits, including health insurance, shall be defined contribution, insofar as the executive is not covered by defined benefit pension under mandatory collective bargaining agreements. Pension premiums for defined contribution pensions may amount to a maximum of 30 percent of the pensionable income.

Other benefits may include life insurance, medical insurance and a company car. Premiums and other costs relating to such benefits may amount to a total of not more than 15 per cent of the pensionable income.

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Termination of employment

Senior executives shall be employed until further notice or for a specified period of time. Upon termination of employment, the notice period may not exceed twelve months. Severance pay shall not be paid. In the event of termination by the senior executive, the notice period may not exceed twelve months for the CEO and six months for the other senior executives.

Criteria for awarding variable cash remuneration, etc.

The variable cash remuneration shall be based on predetermined and measurable financial and non-financial criteria which shall be determined by the Board of Directors, such as return on equity, delivery of on-going projects, orders received and reduction of capex. The criteria shall apply for one financial year at a time. By rewarding clear and measurable progress in bonus goals that are linked to the company’s financial and operational development, the criteria will contribute to supporting and motivating employees to achieve Eolus’ business strategies, long-term goals and sustainability.

The extent to which the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The remuneration committee is responsible for the evaluation so far as it concerns variable cash remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation. For financial criteria, the evaluation shall be based on the latest financial information made public by the company.

Salary and employment conditions

In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

Consultancy fee to Board members

In case a Board member (including through a wholly owned company) performs services for Eolus in addition to his or her assignment as Board member, additional compensation (consultancy fees) may be paid, provided that such services contribute to the implementation of Eolus’ business strategy and the safeguarding of Eolus’ long-term interests, including its sustainability. The annual consultancy fee for a Board member may not exceed the annual Board fee for such Board member. The consultancy fee shall be market-based and proportionate to the benefit to Eolus.

Deviation from the guidelines

The Board of Directors may temporarily resolve to deviate from the guidelines, in whole or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolutions to deviate from the guidelines.

Resolution on approval of remuneration report (item 14)

The Board of Directors proposes that the AGM resolves to approve the Board of Directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Resolution on the implementation of a long-term share savings program (item 15)

The Board of Directors of Eolus Vind AB (publ) proposes that the AGM 2021 resolves on a long-term share savings program for the company’s employees (the “Share Savings Program 2021”).

The Share Savings Program 2021 entails that all employees within Eolus can choose to use an amount corresponding to a maximum of one month’s salary of their potential variable cash remuneration relating to the financial year 2021 to acquire shares in Eolus (”Savings Shares”). Acquisition of Savings Shares shall be made through the company on Nasdaq Stockholm within twenty trading days from when the outcome of the variable cash remuneration program has been established and the participants have informed Eolus whether they want to participate in the Share Savings Program.

Provided that the participant still holds all of the Savings Shares and is still employed within the Eolus group three years after the acquisition of Savings Shares, Eolus will remunerate the participant with an amount corresponding to the cost for acquiring the number of Eolus shares corresponding to half of the number of Savings Shares (“Matching Shares”). Acquisition of Matching Shares shall be made through the company on Nasdaq Stockholm within twenty trading days from the date falling three years after the acquisition of Savings Shares.

In order to ensure that the participant’s financial situation as far as possible shall remain unchanged, the number of Matching Shares shall be subject to customary recalculation should the company’s share capital increase or decrease, convertible debt instruments or options be issued or the company be liquidated or merged, or any similar changes to the company occur.

Should the participant be prohibited from acquiring Savings Shares due to possession of inside information, the Board of Directors may in individual cases prolong or postpone the above mentioned investment period, although not beyond the next AGM. The Board of Directors shall be responsible for the detailed conditions and the administration of the Share Savings Program 2021 within the terms and conditions set forth above, and may also make such minor adjustments and applications as may be appropriate for legal or administrative reasons.

Based on the assumptions of maximum outcome in the variable cash remuneration program, full investments by the entitled participants and an unchanged share price at the time of delivery of the Matching Shares, Eolus’ costs relating to the Share Savings Program 2021 are estimated to amount to a maximum of SEK 2,300,000, including employer contributions. Assuming a 25 per cent increase in Eolus’ share price at the time of delivery of Matching Shares, Eolus’ costs relating to the Share Savings Program 2021 are estimated to amount to a maximum of SEK 2,900,000, and assuming a 50 per cent increase in the share price at such time, the costs are estimated to amount to a maximum of SEK 3,500,000. The Share Savings Program 2021 does not result in any dilution of the holdings of the company’s shareholders and is not deemed to affect any performance measure important for Eolus. No measures have been taken to hedge Eolus’ costs against its own share price in connection with the purchase of Matching shares.

The proposal on Share Savings Program 2021 has been prepared by the Board of Directors and the Remuneration Committee. In the company, similar share savings programs for the financial years 2019/2020, 2018/2019 and 2017/2018 relating to the variable cash remuneration have previously been adopted. By requiring, as described above, that the participants make an own investment in Eolus shares and thereby reconciling the employees’ and the shareholders’ interests of a long-term increase of the company’s value, the Share Savings Program 2021 is expected to enhance Eolus’ possibilities to recruit and retain competent employees while at the same time promoting Eolus’ business strategy, long-term interests and sustainability.

The proposal must be supported by shareholders representing more than half of the votes cast at the general meeting.

Resolution on amendments to the Articles of Association (item 16)

According to Chapter 7, Section 4 of the Swedish Companies Act, the Board of Directors may collect proxies for the general meeting if provided for in the articles of association. According to Chapter 7, Section 4 a of the Swedish Companies Act it may also be provided for in the articles of association that the Board of Directors may decide that the shareholders shall be able to exercise their voting rights by post before the general meeting.
In order to be able to use the alternatives provided by the Swedish Companies Act with regard to decisions on proxy collection and postal voting, the Board of Directors proposes that a new article 13 is included in the Articles of Association, with the wording set out below, and that the Articles of Association be re-numbered so that the current article 13 becomes article 14 and the current article 14 becomes article 15 and, lastly, that current article 15 becomes article 16.

Proposed wording
§ 13

The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act.

The Board of Directors may decide before a General Meeting that the shareholders shall be able to exercise their voting rights by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act.

Available documentation

The following documentation will be held available at the company and on the company’s website at least three weeks ahead of the AGM. The documentation will also be sent, without any cost for the recipients, to shareholders who so request and provide their address or e-mail address: (i) the accounting material and the auditor’s report, (ii), the statement by the auditor on the compliance of the resolved guidelines for remuneration to senior executives, (iii) remuneration report, (iv) the complete proposal of the Board with respect to appropriation of profit and the Board’s motivated statement thereon, (v) the complete proposal of the Board with respect to guidelines for remuneration to senior executives, (vi) the complete proposal of the Board with respect to the long-term share savings program, and (vii) the complete proposal of the Board with respect to the amendments to the Articles of Association.

Number of shares and votes in the company

At the time of issue of this convening notice, the total number of shares in the company amounts to 24,907,000, of which 1,285,625 shares are Class A shares and 23,621,375 shares are Class B shares. The total number of votes in the company amounts to 3,647,762.5.

Processing of personal data

For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Hässleholm in April 2021
Eolus Vind AB (publ)
The Board of Directors

For further information contact:

Per Witalisson, CEO, +46 70-265 16 15
Johan Hammarqvist, Head of Communications, +46 720 50 59 11

About Eolus:
Eolus Vind AB is one of the leading wind power developers in the Nordics. Eolus is active in the whole value chain from development of green field projects to construction and operation of wind farms. Eolus offers attractive and competitive investments in the Nordic and Baltic countries, Poland as well as the United States to both local and international investors. Founded in 1990, Eolus has constructed 653 wind turbines with a capacity of nearly 1 370 MW. Eolus has signed contracts for about 1 400 MW of asset management services of which some 905 MW is in operation.

Eolus Vind AB has 41 000 shareholders. Eolus shares are listed at Nasdaq Stockholm.

For more information about Eolus, please visit www.eolusvind.com

Hässleholm, Sweden, August 27, 2020.

At the Extraordinary General Meeting in Eolus Vind AB (publ) today, on August 27, 2020, it was resolved on amendments of the Articles of Association, including change of the company’s financial year and insertion of a conversion provision, in accordance with the proposal of the Board of Directors.

Among other things, the resolution entailed that the company’s financial year is changed to run from 1 January to 31 December. In connection therewith, it was resolved that the current financial year is extended to cover a period of 16 months, that is, until 31 December 2020.

Further, the resolution entailed that a conversion provision was included in the Articles of Association, entailing that shareholders of Class A shares may request conversion to Class B shares during the months of January and July each year.

Furthermore, the resolution entailed that the company, in addition to Hässleholm, shall be able to hold its general meetings in Malmö, Gothenburg and Stockholm, and that some editorial changes of the Articles of Association were made in order to adapt the Articles of Association to implemented and expected amendments of statutory laws.

For further information contact:

Per Witalisson, CEO, +46 70-265 16 15
Johan Hammarqvist, Head of Communications, +46 720 50 59 11

About Eolus:
Eolus Vind AB is one of the leading wind power developers in the Nordics. Eolus is active in the whole value chain from development of green field projects to construction and operation of wind farms. Eolus offers attractive and competitive investments in the Nordic and Baltic countries as well as the United States to both local and international investors. Founded in 1990, Eolus has constructed 615 wind turbines with a capacity of over 1 200 MW. Eolus has signed contracts for about 1 300 MW of asset management services of which some 745 MW is in operation.

Eolus Vind AB has about 26 000 shareholders. Eolus shares are listed at Nasdaq Stockholm.

For more information about Eolus, please visit www.eolusvind.com

Hässleholm, Sweden, July 21, 2020

The shareholders of Eolus Vind AB (publ) are hereby invited to attend the Extraordinary General Meeting (the “EGM”) to be held at 11 a.m. CEST on 27 August 2020 at Kulturhuset in Hässleholm, on Vattugatan 18 (100 meters from the railway station). Registration for the EGM begins at 10.30 a.m. CEST.

Right to attend

Shareholders who wish to attend the EGM must be recorded in the share register maintained by Euroclear Sweden, made as of 21 August 2020 and notify the company of their intention to participate in the AGM by 21 August 2020 at the latest, preferably before 4 p.m. CEST.

Registration to attend should primarily be made via the company’s website https://www.eolusvind.com/ir-financial/corporate-governance/annual-general-meeting/?lang=en. Registration to attend can also be made in writing at the address Eolus Vind AB ”Extraordinary General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by telephone, + 46 8 – 402 90 41. When registering to attend, the shareholder must provide name, address, personal identity number or corporate identity number, daytime telephone number and, if applicable, the name of any representative. A shareholder who is exercising its voting right through advance voting does not need to notify the company of its attendance to the EGM, but instead follow the instructions under Advance voting below.

In order to participate in the proceedings of the EGM, shareholders holding nominee-registered shares must submit a request to their bank or broker to have their shares temporarily registered in the shareholders own name with Euroclear Sweden AB. Such registration must be completed by 21 August 2020 and the bank or broker should therefore be notified well in advance of this date.

A proxy must be issued for any person representing a shareholder. The proxy shall be in writing and shall be dated and signed by the shareholder. The proxy must not be more than one year old, unless a longer period of validity is stated in the proxy (maximum five years). If the shareholder is a legal person, a certificate of registration or a similar authorization document shall be presented. The authorization document shall verify the right for the person signing the proxy to appoint a representative for the legal person. In order to facilitate the registration process at the EGM, an original of the proxy together with certificate of registration and any other authorization documents shall be received by the company at the address Eolus Vind AB, P.O. Box 95, SE-281 21 Hässleholm, Sweden at 4 p.m. CEST on 21 August 2020 at the latest. If a proxy and other authorization documents have not been submitted in advance of the EGM, an original proxy and other authorization documents shall be presented at the EGM. A proxy form is available at the company and at the company’s website www.eolusvind.com, and will also be sent to shareholders who so request and provide their address.

Information about measures due to the coronavirus (Covid-19)

As a precautionary measure to decrease any risk of spreading the coronavirus, the Board of Directors has decided that the shareholders should be able to exercise their voting rights at the EGM by advance voting. The intention of the Board of Directors’ decision is to reduce the number of people gathered at the location of the EGM. The company encourages its shareholders to not attend the EGM in person and instead, in the manner stated below, exercise the possibility to advance voting.

Advance voting

Shareholders who wish to exercise the possibility to advance voting shall, in addition to being included in the shareholder’s register, use a form for advance voting. The form is available on the company’s website, www.eolusvind.com. A shareholder who is exercising its voting right through advance voting does not need to notify the Company of its attendance to the EGM. The advance voting form is considered as notification of attendance to the EGM.

  • The advance voting form shall be sent to the company by email to GeneralMeetingService@euroclear.eu or by post to Eolus Vind AB ”Extraordinary General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.
  • Shareholders who are natural persons may also cast their advance votes digitally through BankID verification. Link to digital advance voting is available on the company’s website, www.eolusvind.com, and on https://anmalan.vpc.se/EuroclearProxy/.
  • The completed voting form must be submitted to the company no later than 21 August 2020, preferably before 4 p.m. CEST.

If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.

Other measures due to Covid-19

As a precautionary measure to reduce the risk of spreading the corona virus in connection with the EGM, the company has also decided to take the following measures:

  • no beverages or food will be served at the EGM,
  • the number of non-shareholders present will be limited as far as possible, and
  • the EGM will be minimized in time, although without limiting the shareholders’ rights.

Considering the risk of infection, the company advices against physically attending the EGM, and recommends the shareholders to participate by advance voting as stated above. The company is carefully monitoring the continued development and will if necessary, update its website www.eolusvind.com, with information on any additional measures that are being taken in connection with the EGM.

Proposed agenda

  1. Opening of the meeting
  2. Election of Chairman of the meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two person(s) to approve the minutes
  6. Determination of compliance with the rules of convocation
  7. Resolution on amendments of the Articles of Association, including change of the company’s financial year and insertion of a conversion provision.
  8. Closing of the meeting

Proposed resolutions

Election of Chairman of the meeting (item 2)

It is proposed that Eolus’ General Counsel, Karl Olsson, shall be elected Chairman of the EGM.

Resolution on amendments of the Articles of Association, including change of the

 company’s financial year and insertion of a conversion provision (item 7).

For the purpose of reducing the effects of seasonal variations, the Board of Directors proposes that the EGM resolves to change the company’s financial year to run from 1 January to 31 December. In connection therewith, the Board of Directors proposes that the current financial year is extended to cover a period of 16 months, that is, until 31 December 2020. Accordingly, the Board of Directors proposes that the EGM resolves to amend current § 13 of the Articles of Association in accordance with the following.

Current § Current wording Proposed § Proposed wording
§ 13 The Company’s financial year is 1/9 – 31/8.

§ 14 The Company’s financial year is 1 January – 31 December.

Further, the Board of Directors proposes that the EGM resolves that the company, in addition to Hässleholm, shall be able to hold its general meetings in Malmö, Gothenburg and Stockholm, by including a new § 9 in the Articles of Association in accordance with the following.

Proposed § Proposed wording
§ 9 The general meeting shall be held in Hässleholm, Malmö, Göteborg or Stockholm.

Furthermore, the Board of Directors proposes that the EGM resolves to include a conversion provision as a new paragraph of § 5 of the Articles of Association and, as a consequence of this, to also amend the provision regarding the maximum and minimum amount of shares in the first paragraph of the same section, in accordance with the following.

Current § Current wording Proposed § Proposed wording
§ 5 The shares may be Class A shares or Class B shares. The Class A grants 1 vote, and the Class B share grants 1/10 of a vote. The number of Class A shares to be issued is not less than 1,028,500 and not more than 4,114,000, and the number of Class B shares to be issued is not less than 17,085,900 and not more than 68,343,600. When the share capital increases through a cash issue or set-off issue, shareholders have preferential rights to the new shares in proportion to the number of shares they already own. Owners of Class A shares are primarily entitled to new Class A shares, and owners of Class B share are primarily entitled to new Class B shares. Shares that are not subscribed to by shareholders with priority are to be offered to all shareholders, and if the entire number of shares subscribed due to the latter offer are not available, the shares are to be divided among the subscribers in proportion to the number of shares they already own, and through a lottery to the extent this is not possible. The same preferential rights are to apply in case of issue of warrants and issue of convertibles instruments. When share capital is increased through a bond issue, Class A shares and Class B shares are to be issued in proportion to the number of shares of the same class that already exist. The existing shares are thus to yield priority to the new shares of the same class in relation to the proportion of share capital that they represent. § 5 The number of shares shall not be less than 18,114,400 and not more than 72,457,600. The shares may be Class A shares or Class B shares. The Class A grants 1 vote and the Class B share grants 1/10 of a vote. The number of Class A shares to be issued is not more than 4,114,000 and the number of Class B shares to be issued is not more than 68,343,600.

When the share capital increases through a cash issue or set-off issue, shareholders have preferential rights to the new shares in proportion to the number of shares they already own. Owners of Class A shares are primarily entitled to new Class A shares, and owners of Class B shares are primarily entitled to new Class B shares. Shares that are not subscribed to by shareholders with priority are to be offered to all shareholders, and if the entire number of shares subscribed due to the latter offer are not available, the shares are to be divided among the subscribers in proportion to the number of shares they already own, and through a lottery to the extent this is not possible. The same preferential rights are to apply in case of issue of warrants and issue of convertibles instruments. When share capital is increased through a bond issue, Class A shares and Class B shares are to be issued in proportion to the number of shares of the same class that already exist. The existing shares are thus to yield priority to the new shares of the same class in relation to the proportion of share capital that they represent.

At the request from a shareholder, Class A shares (one or more), belonging to that shareholder, shall be converted to Class B shares. Such request of conversion shall be made during the months of January and July each year (the “Conversion Periods”). The request of conversion, which shall be made in writing and provide the number of shares to be converted, shall be submitted to the Board of Directors no later than the final day of the current Conversion Period.

By the end of each Conversion Period, the Board of Directors shall consider the request of conversion. Immediately thereafter, the Board of Directors shall report the conversion to the Swedish Companies Registration Office for registration. The conversion is effected when it has been registered in the Register of Companies and noted in the CSD Register.

Finally, for the purpose of adapting the Articles of Association to implemented and expected amendments of the Swedish Companies Act and the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act, the Board of Directors proposes that the EGM resolves to amend current § 1, § 10 and § 14 of the Articles of Association in accordance with the following. Please note that the proposed amendment of § 1 does not affect the English unofficial translation of the Articles of Association.

Current § Current wording Proposed § Proposed wording
§ 1 The company name is Eolus Vind Aktiebolag (publ).

§ 1 The company name is Eolus Vind Aktiebolag (publ).

§ 10 Shareholders who wish to participate in a General Meeting are to be listed in the printout or another version of the entire shareholders’ register five weekdays before the meeting, and also notify the company by no later than 4:00 p.m. on the date stipulated in the notice. The latter date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not be earlier than the fifth weekdays before the meeting. § 11 Shareholders who wish to participate in a General Meeting are to be listed in the printout or another version of the entire shareholders’ register on the record date of the General Meeting in accordance with the Swedish Companies Act and also notify the company by no later than on the date stipulated in the notice. The latter date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not be earlier than the fifth weekday before the meeting.

§ 14 The company’s shares shall be registered in a central securities depository register pursuant to the Financial Instruments (Accounting) Act (1998:1479).

§ 15 The company’s shares shall be registered in a central securities depository register pursuant to the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479).

Authorization

The Board of Directors proposes that the CEO be authorized to make such minor amendments of the proposal as may be required in connection with the registration with the Swedish Companies Registration Office.

Majority requirement

The resolution of the EGM on amendments of the Articles of Association, including a change of the company’s financial year and the insertion of a conversion provision, requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the EGM, in accordance with the Swedish Companies Act.

Available documentation

The Board of Directors’ complete proposal for amendments of the Articles of Association, including change of the company’s financial year and insertion of a conversion provision, will be available at the company and on the company’s website three weeks before the EGM at the latest. The proposal will also be sent, without any cost for the recipients, to shareholders who so request and provide their address.

Number of shares and votes in the company

At the time of issue of this convening notice, the total number of shares in the company amounts to 24,907,000, of which 1,285,625 shares are Class A shares and 23,621,375 shares are Class B shares. The total number of votes in the company amounts to 3,647,762.5. The company does not hold any treasury shares.

Information at the EGM

The Board of Directors and the CEO shall, if any shareholder so request and if the Board of Directors considers that this can be done without significant harm for the company or its subsidiaries, at the EGM give information on circumstances that can affect the assessment of an item on the agenda and the company’s relationship with another group company.

Processing of personal data

For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Hässleholm in July 2020
Eolus Vind AB (publ)
The Board of Directors

For further information contact:

Per Witalisson, CEO, +46 70-265 16 15
Johan Hammarqvist, Head of Communications, +46 720 50 59 11

About Eolus:
Eolus Vind AB is one of the leading wind power developers in the Nordics. Eolus is active in the whole value chain from development of green field projects to construction and operation of wind farms. Eolus offers attractive and competitive investments in the Nordic and Baltic countries as well as the United States to both local and international investors. Founded in 1990, Eolus has constructed 615 wind turbines with a capacity of over 1 200 MW. Eolus has signed contracts for about 1 300 MW of asset management services of which some 745 MW is in operation.

Eolus Vind AB has about 26 000 shareholders. Eolus shares are listed at Nasdaq Stockholm.

For more information about Eolus, please visit www.eolusvind.com

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