The board has decided that shareholders may also exercise their voting right at the Annual General Meeting by postal voting, pursuant to article 10 in
This is an unofficial office translation of the Swedish original. In case of differences the Swedish version shall prevail.
RIGHT TO ATTEND AND NOTICE
Shareholders wishing to attend the Annual General Meeting must
- be entered in the share register kept by
Euroclear Sweden AB on Friday26 April 2024 and, - give notice of attendance at the meeting no later than Tuesday
30 April 2024 . The notice shall be made in writing to the company at addressINVISIO AB , "Annual General Meeting 2024", c/oEuroclear Sweden AB , P.O. Box 191, SE-101 23Stockholm, Sweden , by telephone +46 8-402 91 33 or onEuroclear 's website https://anmalan.vpc.se/euroclearproxy. When giving notification please state your name, personal identification number or corporate registration number, address, daytime telephone number, shareholding, and names of proxies or assistants (if any).
To be entitled to attend the Annual General Meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of attendance to the company, register such shares in their own names so that the shareholder is recorded in the share register as of
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the shareholder is a legal entity, a certificate of incorporation or corresponding document, shall be enclosed. In order to facilitate the registration at the general meeting, the power of attorney together with certificate of incorporation and other documents of authority should be provided to the company at the address stated above no later than
Shareholders who wish to exercise their right to advance voting shall do that in accordance with the instructions under the heading "Postal voting" below. In case of such postal voting, no further notification is needed.
Postal voting
A designated form shall be used for postal voting. The form is available on the company's website, www.invisio.com.
The completed voting form must be received by
PROPOSED AGENDA
- Opening of the meeting.
- 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 by the CEO.
- 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.
- Resolution on guidelines for remuneration to senior executives.
- Presentation of the remuneration report for approval.
- Resolution regarding authorisation for the board to resolve to issue new shares.
- 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 12, 14)
The nomination committee proposes that the board shall remain unchanged with six (6) ordinary members elected by the general meeting 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 13)
The nomination committee proposes that the remuneration to the Chairman of the board shall increase from
The nomination committee recommends that board members shall own shares in the company at a value corresponding to at least one year's board remuneration (excluding committee remuneration).
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 15)
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
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 10)
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 2022 and 2023 resolved on adopting stock option programs. The programs have been resolved by the general meeting and are therefore excluded from these guidelines. 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
Board members elected by the general meeting 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.
Presentation of the remuneration report for approval (item 17)
The board proposes that the Annual General Meeting approves the board's report regarding remuneration för the financial year 2023 pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution regarding authorisation for the board to resolve to issue new shares (item 18)
The board proposes that the Annual General Meeting resolves on authorisation for the board to resolve to issue new shares in accordance with the following.
The board shall be authorised to resolve to issue new shares on one or several occasions for the period up to the next Annual General Meeting, to the extent that such new issue can be made without amending the articles of association. An issue may be made with or without deviation from the shareholders' preferential rights. Based on the authorisation, the board may resolve to issue a number of new shares corresponding to a maximum of ten per cent of the total number of outstanding shares in the company at the time of the Annual General Meeting.
The board shall be authorised to resolve on issue where payment is made in cash, by contribution in kind or by way of set-off. A cash issue or issue by way of set-off that takes place with deviation from the shareholders' preferential rights shall be in line with market terms.
The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential rights is to, in a cost-effective manner, enable the raising of capital for expansion, investments and company acquisitions.
Resolution in accordance with the board's proposal requires approval of at least two thirds of both 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, 45,590,194.
Authorisation
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
Documentation
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
e-mail address.
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 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. Shareholders who wish to submit questions beforehand may do so in writing to
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.
The Board of Directors
For more information, please contact:
Lars Højgård Hansen, CEO,
Mobile: + 45 53 72 7722 | E-mail: lhh@invisio.com
Mobile: + 45 53 72 7733 | E-mail: mpn@invisio.com
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