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2014-04-07

Arise AB: Notice to attend the Annual General Meeting of Shareholders of 2014

The shareholders of Arise AB (publ) ("Arise"), reg. no 556274-6726,
are hereby given notice to attend the Annual General Meeting to be
held on Thuesday 6 May, 2014, at 11.00 a.m. at Scandic Hallandia,
Rådhusgatan 4, 302 43 Halmstad.

Notification
A complete notice follows below and is also available at Arise'
website www.arise.se. Complete notice will also be inserted in Post-
och Inrikes Tidningar on 8 April 2014. The fact that notice to attend
a shareholders' meeting will be published on the same day in the
Swedish newspaper Svenska Dagbladet. The notice is also available at
Arise' head office and is sent free of charge upon shareholder's
request.

Notice to attend
Shareholders wishing to attend the Annual General Meeting (AGM) must,
first, be listed in the share register kept by Euroclear Sweden AB on
Tuesday April 29, 2014 and secondly, on Tuesday April 29, 2014,
preferably no later than 4.00 p.m. they must have informed Arise of
their attendance and number of assistances, if any, by email to
info@arise.se. Such notification can also be given by telephone +46
35 20 20 900, fax +46 35 22 78 00, or mail to Arise AB (publ),
Bolagsstämma, P.O. Box 808, 301 18 Halmstad, Sweden.

Notification ought to include the shareholder's name, address,
telephone number, personal or corporate identity number, registered
shareholding and information on number of assistances, if any.
Notification and particulars of any proxy and assistances will be
registered with Arise to provide the basis for the voting list.
Shareholders represented by proxy must issue a signed and dated power
of attorney for the proxy. If the power of attorney is issued by a
legal entity, a certified copy of registration certificate or
equivalent document for the legal entity shall be presented. Any
powers of attorney shall be in writing and submitted no later than at
the AGM, but preferably by sending a copy thereof before that. The
validity period of any power of attorney may be no longer than five
years if set out specifically. If no validity period is specified,
the power of attorney is valid for no more than one year. Forms for
power of attorney can be found at the company's website www.arise.se
and at the head office in Halmstad, Kristian IV:s väg 3, and will be
sent to shareholders who so request and state their address.

Shareholders who have their holdings nominee-registered must
temporarily register the shares in their own name to be entitled to
participate in the AGM. Such temporary re-registration of ownership
must be implemented no later than Tuesday April 29, 2014.
Accordingly, shareholders must inform their nominees or banks well in
advance of that date of their wish to obtain temporary owner
registration (so called voting-rights registration).

Accounting documents and complete proposals

Accounting documents, audit report, the auditor's report pursuant to
chapter 8 section 54 of the Swedish Companies Act and complete
proposals are available at the Company's head office in Halmstad and
at the Company's website www.arise.se no later than Tuesday April 15,
2014. Copies of the documents will upon request be sent to
shareholders who state their address. Copies of the documents will
also be available at the AGM.

Duty of disclosure at the AGM

Shareholders are reminded of their right to request that the board and
the CEO provide information pursuant to chapter 7, section 32 of the
Swedish Companies Act.

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 persons to verify the minutes

6.
Consideration of whether the Meeting has been duly convened

7.
Report on work carried out by the Board and its standing committees

8.
Address by the CEO

9.
Presentation of the Annual Report and Audit Report for 2013 and the
Consolidated Annual Report and Consolidated Audit Report for 2013

10.
Resolution on adoption on the profit and loss statement and balance
sheet, as well as the consolidated profit and loss statement and
consolidated balance sheet

11.
Resolution on distribution of the Company's results

12.
Resolution on discharge from liability for the Board members and CEO

13.
Determination of the number of Board members as well as the auditor
and deputy auditor

14.
Determination of remuneration for the Board members and auditors etc

15.
Election of Board members as well as the auditor and deputy auditor

16.
Instruction for the Nomination Committee

17.
Proposal regarding program with synthetic options

18.
Adoption of Remuneration Policy

19.
Authorization for issuing new shares

20.
Authorization for acquisition of own shares

21.
Authorization for divestment of own shares

22.
Other matters

23.
Closing of the Meeting

Proposed resolutions

Item 2
The Nomination Committee proposes that the Chairman of the Board, Pehr
G Gyllenhammar, is appointed Chairman of the Meeting.

Item 11
The Board proposes that unappropriated earnings of TSEK 1 266 074 are
carried forward to a new account.

Item 13
The Nomination Committee proposes that five ordinary Board members are
elected. The members are to be appointed until the end of the first
AGM held after 2014. The Nomination Committee proposes that a
registered public accounting firm is appointed as auditor. The
Nomination Committee proposes that the registered public accounting
firm is elected until the end of the first AGM held after 2014.

Item 14
The Nomination Committee proposes that the total remuneration for the
Board and its Committees is a maximum of SEK 1,425,000 (previously
SEK 2,500,000). SEK 625,000 (SEK 1,000 ,000 previous year) is
remuneration to the Chairman and SEK 250,000 (unchanged since
previous year) is remuneration to every other Board member who is not
employed by the Company. SEK 250,000 in total is proposed to be paid
in remuneration for work in the Audit Committee (of which the
Chairman receives SEK 100,000 and every other member SEK 75,000), and
SEK 50,000 in total is proposed to be paid for the work in the
Remuneration Committee (of which the Chairman receives SEK 50,000).

It is proposed that the remuneration for the auditor should be paid
according to customary norms and approved invoice.

Item 15
The Nomination Committee proposes re-election of Joachim Gahm, Maud
Olofsson and Peter Nygren (also CEO) as ordinary board members.
Further, the Nomination Committee proposes new election of Jon
Brandsar and Peter Gyllenhammar as ordinary board members. Pehr G
Gyllenhammar has declined re-election. The Nomination Committee
proposes new election of Joachim Gahm as Chairman of the Board.

Information on the Board members may be found in the Annual Report and
at www.arise.se.

Jon Brandsar, born 1954, was former board member of Arise between 2008
and 2013. Jon Brandsar is Executive Vice President Wind Power and
Technologies in Statkraft AS with responsibility for onshore wind
power, offshore wind power, district heating, innovation, small scale
hydropower. Jon Brandsar has previously i.e. been Group Chief
Executive, Trondheim Energiverk, (2002-2003); Technology Director,
Statkraft (1995-2002); Department Manager, Statkraft Engineering,
(1994-1995); and Department Manager, ABB, (1977-1994). Jon Brandsar
holds a degree in electrical engineering GIH Gjøvik (1977).

Peter Gyllenhammar, born 1953, is i.e. Chairman of International
Fibres Group AB, board member in Bronsstädet AB, Galjaden Fastigheter
AB and is former board member of i.e. Catella AB (publ) (2008-2012).
Peter Gyllenhammar is working owner of Bronsstädet AB.

At the AGM 2013 Öhrlings PricewaterhouseCoopers AB was elected as the
Company's accounting firm for the period until the AGM 2014. The
Nomination Committee proposes that Öhrlings PricewaterhouseCoopers AB
is re-elected as accounting firm.

Item 16
Appointment of the Nomination Committee will take place before coming
elections and payment of remuneration. It is proposed that the
Nomination Committee should consist of five members, representing the
four largest shareholders at the beginning of October together with
the Chairman of the Board. Remuneration will not be paid to the
members of the Nomination Committee.

Item 17
The Board proposes that the AGM resolves to approve the Board's
resolution to issue, offer and assign a maximum of 140,000 synthetic
options to the group management (seven persons) in the Arise Group.
The option program is subject to approval by the annual shareholders'
meeting in May, 2014.

Each option entitles the holder to, on 10 January 2017, receive a cash
payment from Arise corresponding to the difference between the market
value of a share in Arise at the time of exercise of the option and
the prematurely determined value of SEK 25. The difference cannot
exceed an amount of SEK 40 per option (ceiling). The total cost for
the program is estimated to amount to a maximum of approximately MSEK
5.6, based on the maximum payment of SEK 40 per option. The value of
SEK 25 corresponds to 125 percent of the shares of the Company on the
NASDAQ OMX Stockholm traded volume weighted average closing price
during the period from 16 December 2013 to 3 January 2014.The premium
amounts to 3.04 per option and it corresponds to the option's market
value calculated in accordance with Black & Scholes and conventional
assumptions.

Each person in the group management is entitled to subscribe for
20,000 synthetic options. The last day of notifying participation in
the option program with synthetic options was on February 18, 2014.
Oversubscription has not occurred.

Since the options in the program are synthetic and no shares are
issued, the program does not lead to any dilution in Arise or the
group. Other employees in Arise have been offered a three-year option
program with synthetic options on substantially same terms and
conditions as the group management.

Item 18
The Board proposes that the AGM should resolve to adopt guidelines
regarding remuneration for group management of the Company, including
fixed salary and, from time to time, variable payments of a maximum
of one-third of the annual fixed salary. Variable payments should in
principle be based on the Company's results. The Annual Report for
2013 specifies remuneration and benefits for the senior management
during 2013.

Item 19
The Board proposes that the AGM authorizes the Board to decide, until
the next AGM, on one or more occasion...

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