Notice to attend the Annual General Meeting of INVISIO
The shareholders of INVISIO AB are hereby summoned to the Annual General Meeting held on Wednesday 28 April 2021. Due to the Covid-19 pandemic, the meeting will be carried out only through advance postal voting pursuant to temporary legislation. It will not be possible to attend the meeting in person or by proxy.
This is an unofficial office translation of the Swedish original. In case of differences the Swedish version shall prevail.
RIGHT TO ATTEND
Anyone wishing to attend the meeting must
- be entered as shareholder in the share register kept by Euroclear Sweden AB on Tuesday 20 April 2021 and,
- give notice of attendance to the company no later than Tuesday 27 April 2021 (the weekday before the Annual General Meeting) by casting their 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 Tuesday 27 April 2021.
To be entitled to attend the meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of attendance to the company by casting their postal vote, register such shares in their own names so that the shareholder is recorded in the share register as of 20 April 2021. Such registration may be temporary (so called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee's routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than the second banking day after 20 April 2021 will be considered in the preparation of the share register. Shareholders should inform their nominees well in advance before this date.
The shareholders may exercise their voting rights at the meeting only by voting in advance, through so called 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 designated form shall be used for postal voting. The form is available on INVISIOs website, www.invisio.com. The postal voting form is considered as the notification of participation at the meeting.
The completed voting form must be received by Euroclear Sweden AB (being the administrator of the forms for INVISIO), no later than Tuesday 27 April 2021. The completed form shall be sent to INVISIO AB, "Annual General Meeting", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. The completed form may alternatively be submitted electronically either through BankID signing as per instructions available on https://anmalan.vpc.se/euroclearproxy or through sending the completed voting form by e-mail to GeneralMeetingService@euroclear.com (with reference "INVISIO Annual General Meeting"). If a shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. The proxy form is available at www.invisio.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
- Election of Chairman at the meeting.
- Approval of the agenda at the meeting.
- Preparation and approval of the voting register.
- Election of two persons to approve the minutes.
- Examination of whether the meeting has been duly convened.
- Presentation of the annual report and the auditors' report and the consolidated financial statements and the auditors' report for the group.
- Adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet.
- Resolution regarding disposition of the company's result in accordance with the adopted balance sheet and setting of the record date in case of dividend.
- Resolution regarding discharge from liability for the members of the board and the CEO.
- Resolution regarding the number of members of the board.
- Determination of the fees to the board members and the auditor.
- Election of the members of the board and the Chairman of the board.
- Determination of number of auditors and election of auditor.
- Presentation of the remuneration report for approval.
RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
Election of Chairman at the meeting (item 1)
The nomination committee proposes that Tone Myhre-Jensen, member of the Swedish Bar Association, is elected as Chairman at the Annual General Meeting, or if she is unable to attend, any person assigned by the board.
Determination of the number of members of the board and election of the members of the board and the Chairman of the board (items 10, 12)
The nomination committee proposes that the board shall consist of six (6) members with no deputies.
The nomination committee proposes, for the period until the end of the next Annual General Meeting, re-election of the board members Annika Andersson, Charlotta Falvin, Lage Jonason, Martin Krupicka, Ulrika Hagdahl and Charlott Samuelsson. The nomination committee proposes that Annika Andersson is re-elected as Chairman of the board.
Further information about the proposed board members is available at www.invisio.com.
Determination of the fees to the board members and the auditor (item 11)
The nomination committee proposes that the remuneration to the Chairman of the board shall increase from SEK 500,000 to SEK 575,000 and to each of the other members of the board from SEK 200,000 to SEK 220,000. The nomination committee proposes remuneration of SEK 100,000 (80,000) to the Chairman of the audit committee and SEK 60,000 to the Chairman of the remuneration committee as well as SEK 40,000 to one member of the remuneration committee and SEK 50,000 (40,000) each to two members of the audit committee. Altogether, the proposal means that the total remuneration to the board members will amount to SEK 1,975,000 (1,760,000).
The nomination committee recommends that the board members own shares in the company at a value corresponding to one year's board remuneration (excluding committee remuneration). The shares should be acquired within a period of three years.
The nomination committee proposes that remuneration to the auditor shall be paid in accordance with approved invoices.
Determination of number of auditors and election of auditor (item 13)
The nomination committee proposes, in accordance with the audit committee's recommendation, that the company shall have a registered audit firm as auditor, and that the registered audit firm PricewaterhouseCoopers AB shall be re-elected as auditor for the period until the close of the Annual General Meeting 2022. PricewaterhouseCoopers AB has informed INVISIO that they will appoint the authorised public accountant Mats Åkerlund as auditor-in-charge if PricewaterhouseCoopers AB is re-elected as auditor.
RESOLUTIONS PROPOSED BY THE BOARD
Preparation and approval of the voting register (item 3)
The voting register which is proposed to be approved under item 3 shall be the voting register drawn up by Euroclear Sweden AB at the request of the company based on the meeting's share register and postal votes received. The register shall be controlled by the persons verifying the minutes.
Election of two persons to approve the minutes (item 4)
The board proposes that Lennart Francke, representative of Swedbank Robur Fonder, and Elisabet Jamal Bergström, representative of SEB, or, if any or both of them are unable to attend the meeting, any of the persons assigned by the board, shall verify the minutes. The persons verifying the minutes shall also control the voting list and that received postal votes are correctly reflected in the minutes.
Resolution regarding disposition of the company's result in accordance with the adopted balance sheet and setting of the record date in case of dividend (item 8)
To the Annual General Meeting's disposal are retained earnings of SEK 15,001,282 and the result of the year amounting to SEK 151,639,530, i.e. SEK 166,640,812 in total. The board proposes a dividend of SEK 0.70 per share and that the record date for the dividend shall be Friday 30 April 2021. If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid to the shareholders around Wednesday 5 May 2021. A statement in accordance with Chapter 18 Section 4 of the Swedish Companies Act has been submitted as response to the board's proposed dividend. The remaining amount of the profit is proposed to be carried forward in a new account.
Presentation of the remuneration report for approval (item 14)
The board proposes that the Annual General Meeting approves the board's report regarding remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Shares and votes
The number of outstanding shares and votes in the company are, as of the date of this notice, 44,098,494.
The board, or the person that the board appoints, shall be authorised to make the minor adjustments in the Annual General Meeting's resolutions as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
The accounting documents, the auditor's statement and other documents that shall be made available pursuant to the Swedish Companies Act and the Swedish Code of Corporate Governance, will be made available for the shareholders at the company and on the company's website, www.invisio.com, from no later than 7 April 2021 and will be sent to any shareholder who requests the documents and provide their postal or e-mail address. The documents are presented, and the information is provided, by being available at the company and on the company's website.
Prior to the Annual General Meeting 2021, the company will for the first time prepare a remuneration report, present it at the Annual General Meeting and have it available. The report will be available in the same way as the above-mentioned documents.
The documents can be requested in writing at the address INVISIO AB, Att: Annual General Meeting, P.O. Box 151, SE-201 21 Malmö, Sweden or by e-mail: email@example.com.
Shareholders' right to request information
The board and the CEO shall, if any shareholder so requests and the board 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, the company's relationship to another group company and the consolidated financial statements. A request for such information shall be made in writing to INVISIO AB, Att: Annual General Meeting, P.O. Box 151, SE-201 21 Malmö, Sweden or by e-mail to firstname.lastname@example.org no later than on 18 April 2021. The information is provided by the company by being kept available at the company and on the company's website, www.invisio.com, no later than as of 23 April 2021. Within the same period of time, the information will also be sent to the shareholders who so request and who state their postal or e-mail address.
Personal data processing
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in March 2021
INVISIO AB (publ)
For more information, please contact:
Lars Højgård Hansen, CEO, INVISIO
Mobile: + 45 53 72 7722 | E-mail: email@example.com
Michael Peterson, Director Investor Relations & Corporate Communication, INVISIO
Mobile: + 45 53 72 7733 | E-mail: firstname.lastname@example.org
About INVISIO AB (publ)
INVISIO develops and sells advanced communication systems that enable professionals in noisy and mission critical environments to communicate, protect their hearing and work effectively. The company combines specialist knowledge in acoustics and hearing with broad engineering know-how in software, materials technology and integration. Sales are via the headquarters in Copenhagen and sales offices in the USA, France, the UK and Italy and via a global network of partners. INVISIO's registered office is in Stockholm, Sweden, and the company is listed on Nasdaq Stockholm (IVSO). Additional information is available on the company's website www.invisio.com