The shareholders of
This is an unofficial office translation of the Swedish original. In case of differences the Swedish version shall prevail.
RIGHT TO ATTEND AND NOTIFICATION
Anyone wishing to attend the meeting must
· be entered in the share register kept by
· give notice to attend no later than Tuesday
Notification must be given in writing to
If shareholder's attendance and right at the meeting will be exercised by proxy, we would be grateful if such is provided in connection with the notification of attendance. Forms of proxy are made available to shareholders at the company and on the company's website www.invisio.com. Anyone representing a legal entity is asked to provide a copy of certificate of registration or equivalent documentary authority which evidences authorised signatory.
To be entitled to attend the meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the shareholder's own name, so that the shareholder is entered in the share register kept by
Important information with regards to Covid-19 (the coronavirus)
For shareholders who are worried about the spread of infection due to the new coronavirus,
The Annual General Meeting will be kept as efficient and concise as possible by removing the presentation by the CEO and that the time for general questions will be limited. No refreshments will be served before or after the meeting. Participation at the meeting by the executive management, the company's board and other non-shareholders present at the meeting will be limited. The CEO's presentation will be posted on the company's website after the general meeting.
Use of Personal Data
In connection with the notice of attendance,
PROPOSED AGENDA
1. Opening of the meeting.
2. Election of Chairman at the meeting.
3. Approval of the agenda at the meeting.
4. Preparation and approval of the voting register.
5. Election of one or two persons to approve the minutes.
6. Examination of whether the meeting has been duly convened.
7. Presentation of the annual report and the auditors' report and the consolidated financial statements and the auditors' report for the group.
8. Adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet.
9. 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.
10. Resolution regarding discharge from liability for the members of the board and the CEO.
11. Resolution regarding the number of members of the board.
12. Determination of the fees to the board members and the auditor.
13. Election of the members of the board and the Chairman of the board.
14. Determination of number of auditors and election of auditor.
15. Approval of the procedure of the nomination committee.
16. Resolution on guidelines for remuneration to senior executives.
17. Resolutions regarding adoption of a stock option program, issuance of stock options and transfer of stock options.
18. Resolution regarding amendments of the articles of association.
19. Closing of the meeting.
RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
Election of Chairman at the meeting (item 2)
The nomination committee proposes that
Determination of the number of members of the board and election of the members of the board and the Chairman of the board (items 11, 13)
The nomination committee proposes that the board shall consist of six 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
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 12)
The nomination committee proposes that the remuneration to the Chairman of the board shall increase from
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 14)
The nomination committee proposes, in accordance with the board's recommendation, that the company shall have a registered audit firm as auditor, and that the registered audit firm
Approval of the procedure of the nomination committee (item 15)
A nomination committee shall be appointed for a term of office ending when a new nomination committee is appointed for preparation and submission of proposals to the shareholders at the Annual General Meeting regarding:
· Chairman at the meeting,
· number of members of the board,
· election of the members of the board and the Chairman of the board,
· remuneration to the Chairman of the board, the members of the board and members of the committees,
· election of auditors,
· remuneration to auditors, and
· other questions that may matter to a nomination committee according to the Swedish Code of Corporate Governance.
The nomination committee shall consist of four members, who shall be appointed in accordance with the following:
The nomination committee in
The Chairman of the board shall, before the next Annual General Meeting, contact the three largest shareholders in the company on the basis of ownership information as of
If any of the largest shareholders refrains from appointing a member of the nomination committee, the Chairman of the board shall request the owner who is next in size to appoint a member. The analysis of the ownership shall be based on Euroclear's list of registered shareholders and on any other circumstances known by the Chairman of the board. If a member voluntarily resigns from the nomination committee, the shareholder that appointed the resigning member shall in such case be asked to appoint a new member, provided that the ownership structure has not significantly changed.
If the ownership structure in the company has significantly changed, the nomination committee may choose to change its composition so that the nomination committee adequately reflects the ownership structure in the company. Even if there are changes in the ownership structure, no changes have to be done to the composition of the nomination committee if the changes are minor or a change occurs less than three months prior to an Annual General Meeting, if it is not motivated due to special circumstances.
The Chairman of the nomination committee is the member who represents the largest shareholder in terms of votes, if the members have not agreed otherwise. The Chairman of the board or another member of the board may however not be the Chairman of the nomination committee.
The nomination committee is encouraged to contact both larger shareholders, which have not appointed a member of the nomination committee, and representatives for minor shareholders, in order to determine their views on the concerns of the nomination committee.
No remuneration will be paid to the members of the nomination committee. The nomination committee has however a right to request that the company pays for reasonable costs, such as costs for recruitment consultants, if it is considered necessary in order to find a suitable selection of candidates for the board.
This instruction for the nomination committee is valid until a future general meeting resolves to change it.
RESOLUTIONS PROPOSED BY THE BOARD
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 9)
To the Annual General Meeting's disposal are retained earnings of
Resolution on guidelines for remuneration to senior executives (item 16)
Introduction
The board proposes the following guidelines for remuneration to senior executives in the
The guidelines' promotion of the company's business strategy, long-term interests and sustainability
A prerequisite for the successful implementation of the company's business strategy and safeguarding of its long-term interests, including its sustainability, is that
Variable cash remuneration covered by these guidelines shall aim at promoting the company's business strategy and long-term interests, including its sustainability.
Types of remuneration, etc.
Remuneration to the senior executives may consist of:
· fixed salary,
· short-term variable cash remuneration,
· opportunity to participate in long-term share- or share price-related incentive plans, and
· pension and other benefits.
Fixed salary
The fixed salary to the senior executives is revised annually and shall be competitive and based on the individual's competence, responsibility and performance.
Variable remuneration
The variable cash remuneration to the senior executives shall be based on how well the targets set for their respective area of responsibility,
To which extent 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 regarding variable cash remuneration to senior executives. The board is entitled to disregard the fulfillment of the criteria and adjust the payment of variable remuneration both upwards and downwards based on actual progress during the year. Additional cash variable remuneration may be paid in exceptional circumstances, provided that such extraordinary arrangements are made only at an individual level as compensation for extraordinary work in addition to the person's ordinary duties. The total variable remuneration shall not exceed 60 per cent of the fixed salary and shall, to the extent permitted by applicable law, not affect pension or holiday allowance.
Share- and share price-related incentive programs
The general meeting may, irrespective of these guidelines, resolve on share- and share price-related incentive programs to senior executives, i.e. the management of the company.
The Annual General Meetings 2018 and 2019 resolved on adopting stock option programs. The programs have been resolved by the general meeting and are therefore excluded from these guidelines. The stock option program proposed by the board at this Annual General Meeting 2020 is also excluded for the same reason. The proposed program essentially corresponds to existing programs. The objective of the stock option programs is to link a portion of the employees' remuneration to the long-term performance of
Pension and other benefits
Any pension benefit of the senior executives shall be based on defined contribution pension plans and comply with or correspond to, and therefore be limited to, general pension plans, the ITP plan in
Senior executives' non-monetary benefits shall facilitate the work of senior executives and correspond to what may be deemed reasonable in relation to standard practice on the market in which each senior executive operates.
Termination of employment
The CEO has a period of notice of twelve months when termination is made by the company and of eight months when termination is made by the CEO. Other senior executives have a period of notice of six months when termination is made by the company and of three months when termination is made by the senior executive himself/herself. No severance pay is payable upon termination, only salary during the notice period.
Salary and employment conditions for employees
In the preparation of the board's 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's basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
Remuneration to board members in addition to board remunerations decided by the general meeting
Elected board members shall in specific cases be able to receive a fee for services within their respective area of expertise which does not constitute board work. For such services shall be paid a market based fee, which shall be approved by the board. These guidelines are applicable on such fees.
The decision-making process to determine, review and implement the guidelines
The board has established a remuneration committee. The committee's tasks include preparing the board' decision to propose guidelines for remuneration to senior executives and any decision to derogate from the guidelines. The board shall prepare a proposal for new guidelines at least every fourth year and submit it to the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for remuneration to senior executives as well as the current remuneration structures and compensation levels in the company. The members of the remuneration committee are independent of the company and its executive management. The CEO and other members of the executive management do not participate in the board' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Deviations from the guidelines
The board is entitled to deviate, in whole or in part, from the guidelines for remuneration to senior executives set out above if it determines that there are specific reasons in an individual case and a derogation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability. If such a deviation takes place, it shall be disclosed in the remuneration report before the following Annual General Meeting.
Resolution regarding adoption of a stock option program, issuance of stock options and transfer of stock options (item 17)
The board proposes that the Annual General Meeting resolves on a long-term, share based, incentive program in accordance with items A.-C. (the "Stock Option Program 2020/2023"), which materially has the same structure as the stock option programs adopted by the Annual General Meeting in 2018 ("Stock Option Program 2018/2021") and the Annual General Meeting 2019 ("Stock Option Program 2019/2022").
The objective of the Stock Option Program 2020/2023 is to link a portion of the employees' remuneration to
A. ADOPTION OF THE PROGRAM
1. The Stock Option Program 2020/2023 in brief
All
Based on performance, position and the employee's importance to the
To ensure
2. Costs
Pursuant to IFRS 2, the Stock Options are to be recorded as a personnel expense during the Vesting Period and should be reported directly against equity. Based on the assumption of a share price of
In the event of a positive price trend, social security costs will arise due to the Stock Options. These costs shall be written off during the tenor of the Stock Options based on the value changes of the Stock Options.
Based on the assumption that all 700,000 Stock Options will be exercised to acquire new shares in
3. Dilution and effects on important key ratios
Up to 700,000 Stock Options may be issued to the participants in the program. The maximum number of shares in
The costs and dilution are expected to have only a marginal effect on the key ratios of
4. Other share related incentive programs
There are two ongoing share related incentive programs in
5. Main terms and conditions for the Stock Option Program 2020/2023
5.1 Issuance and allotment of Stock Options
A maximum of 700,000 Stock Options may be allotted to the participants in the Stock Option Program 2020/2023. Allotment will occur on
5.2 Participants in the program and allocation
The Stock Options may be allocated to all employees who, at the time of allotment, are permanently employed by the
The participants may be granted the maximum number of Stock Options as stated below.
Category 1 - CEO may be granted a maximum of 35,000 Stock Options.
Category 2 - a maximum of six senior executives, may be granted a maximum of 17,000 Stock Options per person.
Category 3 - other employees, approx. 97 persons, may be granted a maximum of 10,000 Stock Options per person.
Allotment of Stock Options shall be based on inter alia the participant's performance, position and importance for
No employee is guaranteed to be granted Stock Options.
5.3 Stock Option price and purchase price
The granted Stock Options are received free of charge.
After the Stock Options have been granted and vested, and to the extent the performance criteria for the Stock Options have been reached, each Stock Option entitles to the acquisition of one (1) share in
5.4 Vesting conditions
If, for whatever reason, a participant's employment with the
a. the employment is terminated by
b. the employment is terminated in
the participant shall be entitled to exercise the Stock Options during the Exercise Period.
A participant encompassed by items (a)-(b) above shall, with regard to the Stock Options, be treated as if he/she was still employed by the
5.5 Performance criteria
The number of granted Stock Options, which each participant will be entitled to exercise to acquire shares in
The share price development for the
In order for all (100 per cent) of the Stock Options to entitle the participant to acquire shares in
5.6 Exercise
The exercise of Stock Options to acquire new shares in
The Exercise Period may be postponed if the board deem it suitable.
The Stock Options will automatically lapse and may no longer be exercised at the end of the Exercise Period.
5.7 Transfer and pledging
Stock Options are non-transferrable and may not be pledged.
5.8 Recalculation
As far as the warrants, which have been issued to secure delivery of shares to the participants in the Stock Option Program 2020/2023, are subject to recalculation according to the terms and conditions for warrants, the Stock Options shall be recalculated accordingly.
Recalculation shall take place in the event of e.g. bonus issues, rights issues, reverse share splits and share splits in accordance with the terms and conditions for warrants 2020/2023, which are available on
5.9 Change of control
In the event of a change of control in
5.10 Preparation and administration
The Stock Options shall be subject to the provisions of separate agreements with each participant.
The board shall be responsible for preparing the agreements with the participants and the administration of the Stock Option Program 2020/2023, with its primary terms and conditions being in accordance with the resolution by the Annual General Meeting. In connection therewith, the board may make adjustments in order to fulfil specific rules or market conditions. Further, the board may make other adjustments, including to resolve to reduce the number of Stock Options which may be exercised to acquire new shares (wholly or partially) for all employees or certain categories of employees which are encompassed by the Stock Option Program 2020/2023, if significant changes occur in the
B. ISSUANCE OF WARRANTS
In order to secure the delivery of shares pursuant to the Stock Option Program 2020/2023, the Board of
1. The warrants shall be issued free of charge. Each warrant shall entitle to subscription of one share in
2. With deviation of the shareholders' preferential rights, Invisio Communications A/S shall be entitled to subscribe for the warrants.
3. The warrants shall be subscribed for by
4. The warrants may be exercised for subscription of shares from the day the warrants are registered with the Swedish Companies Registration Office up to and including
5. The warrants shall have a subscription price at subscription of new share corresponding to the average share price of the
6. The newly issued shares shall entitle to dividend from the first record date for dividend that occurs after the shares have been registered with the Swedish Companies Registration Office.
7. The complete terms and conditions for the warrants are available on
The reason for the deviation from the shareholders' preferential rights is that the issuance (and the transfer) ensures delivery of shares to the participants in the Stock Option Program 2020/2023. For an account of the reasons for adopting the Stock Option Program 2020/2023, please see item A.
C. APPROVAL OF TRANSFER OF WARRANTS
The board proposes that the Subsidiary may transfer/dispose of the warrants to the participants or otherwise to third parties for the purpose of delivering shares in
D. MISCELLANEOUS
1. Majority requirements
Resolutions in accordance with the board's proposals are encompassed by Chapter 16 of the Swedish Companies Act (2005:551) and are therefore conditional upon being supported by at least 9/10 of the votes cast and the shares represented at the general meeting.
2. Registration
The board of
3. Preparation of the proposal
Resolution regarding amendments of the articles of association (item 18)
The board proposes that the Annual General Meeting resolves on changing the company's business name, on adjustments in the business objects, on adjustments following certain legislative changes that have entered into force or are expected to enter into force during the year as well as to introduce the possibility for the board to decide on voting by post in conjunction with general meeting of shareholders through a new section 10 (with subsequent amendments to section numbering), as follows:
Current wording Proposed wording
§ 1 Business nameThe § 1 Business nameThe business name of the company is
business name of the
company is
The company shall be
a public limited
company (publ).
§ 3 Business § 3 Business objectsThe company shall on its own and/or
objectsThe company through wholly-owned and/or partly owned companies
shall on its own develop, produce and sell headsets, hearing protection
and/or through wholly and communication equipment, and own and manage shares
-owned and/or partly as well as pursue other operations consistent
owned companies therewith.
develop, produce and
sell headsets and
similar products for
telephones and two
-way radios, and own
and manage shares as
well as pursue other
operations consistent
therewith.
§ 7 Notice of a § 7 Notice of a general meetingNotice of a general
general meetingNotice meeting shall be issued through announcement in Post-
of a general meeting och Inrikes Tidningar as well as at the company's
shall be issued website. Notification that notice convening a general
through announcement meeting has been issued shall be published in Svenska
in Post- och Inrikes Dagbladet.Shareholder wishing to attend the proceedings
Tidningar as well as at a general meeting shall notify the company no later
at the company's than the day stated in the notice of the general
website. Notification meeting.
that notice convening
a general meeting has
been issued shall be
published in Svenska
Dagbladet.Shareholder
wishing to attend the
proceedings at a
general meeting must
be registered in a
transcription or
other presentation of
the entire share
register as per the
date five weekdays
prior to the general
meeting and must
notify the company
before 12.00 noon on
the day stated in the
notice of the general
meeting. The last
-mentioned day must
not be a Sunday, any
other public holiday,
a Saturday,
Midsummer's Eve,
Year's Eve
not occur earlier
than on the fifth
weekday prior to the
meeting.
§ 10 Voting by postThe board may resolve, ahead of a
general meeting of shareholders, that the shareholders
shall be entitled to exercise their voting rights by
post prior to the meeting.
§ 10 Financial § 11 Financial yearThe financial year of the company
yearThe financial shall be calendar year.
year of the company
shall be calendar
year.
§ 11 CSD clauseThe § 12 CSD clauseThe shares of the company shall be
shares of the company registered in a CSD register in accordance with the
shall be registered Swedish Central Securities Depositories and Financial
in a CSD register in Instruments Accounts Act (1998:1479).
accordance with the
Financial Instruments
Accounts Act
(1998:1478).
Resolution in accordance with the board's proposal is conditional upon being supported by at least two thirds of the votes cast and the shares represented at the general meeting.
OTHER INFORMATION
Shares and votes
The number of outstanding shares and votes in the company are, as of the date of this notice, 44,098,494.
Authorisation
The board, or the person that the board will appoint, 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
Documentation
The board's and the nomination committee's complete proposals and other documents that should be available according to the Swedish Companies Act and the Swedish Code of Corporate Governance, will no later than
The documents can be requested in writing at the address
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 can affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to other companies within the group and the consolidated accounts.
______________
The Board
For more information, please contact:
Lars Højgård Hansen, CEO,
Mobile: +45 53 72 77 22 | E-mail: lhh@invisio.com
Mobile: +45 53 72 77 35 | E-mail: thl@invisio.com
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