(Información remitida por la empresa firmante)
The nomination committee recommends that board members shall 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 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 PricewaterhouseCoopers AB shall be re-elected as auditor for the period until the close of the Annual General Meeting 2024. PricewaterhouseCoopers AB has informed INVISIO that they will appoint the authorized public accountant Mats Åkerlund as auditor-in-charge if PricewaterhouseCoopers AB is re-elected as auditor.
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 SEK 127,955,682, share premium of SEK 61,917,080 and the result of the year amounting to SEK 25,356,480, i.e. SEK 215,229,242 in total. The board proposes a dividend of SEK 0.70 per share and that the record date for the dividend shall be Monday 8 May 2023. If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid to the shareholders around Thursday 11 May 2023. 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 16)
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.
Resolution regarding adoption of a stock option program, issuance of warrants and transfer of warrants (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 2023/2026”), which materially has the same structure as the stock option programs adopted by the Annual General Meeting in 2020 (“Stock Option Program 2020/2023”) and by the Annual General Meeting 2022 (“Stock Option Program 2022/2025”).
The objective of the Stock Option Program 2023/2026 is to link a portion of the employees’ remuneration to INVISIO’s long-term performance and value creation for the shareholders. Thereby the long-term interests of the employees aligns with the interests of the shareholders. In addition, the Stock Option Program 2023/2026 will be an important tool for INVISIO to recruit, retain and motivate the company’s employees and the board considers the program beneficial for both INVISIO and its shareholders in the coming years. Board members elected by the general meeting are not allowed to participate in the Stock Option Program 2023/2026.
A. ADOPTION OF THE PROGRAM
1. The Stock Option Program 2023/2026 in brief
All INVISIO group employees shall be entitled to participate in the Stock Option Program 2023/2026.
Based on performance, position and the employee’s importance to the INVISIO group, the employees will be granted stock options which entitle the participants to acquire shares in INVISIO during 2026, subject to the terms and conditions of the Stock Option Program 2023/2026 (the “Stock Options”). If the participant (i) throughout the entire vesting period of the Stock Option Program 2023/2026, which runs from the allotment of the Stock Option up to and including 8 May 2026 (the “Vesting Period”), with certain exceptions, is employed by the INVISIO group and (ii) to the extent the performance based criteria for the Stock Options has been reached during 9 May 2023 – 8 May 2026 (the “Measurement Period”), the participants will be entitled to acquire shares in INVISIO during May – June 2026.
To ensure INVISIO’s undertaking to deliver shares to the participants in the Stock Option Program 2023/2026, the board proposes that the Annual General Meeting resolves to issue a maximum of 800,000 warrants (each warrant entitles to subscription for one (1) share in INVISIO) to a wholly-owned Danish subsidiary, INVISIO A/S (the “Subsidiary”). To such extent the performance criteria of the Stock Option Program 2023/2026 is reached, the warrants shall be exercised to deliver shares in INVISIO to the participants in the Stock Option Program 2023/2026.
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 SEK 220 at the time of allotment and calculated by using the Black & Scholes and Monte Carlo methods, the estimated total reported cost for the Stock Options is approx. SEK 25.1 million for the period 2023/2026.
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 800,000 Stock Options will be exercised to acquire new shares in INVISIO on 15 May 2026, and the INVISIO share price increases with 30 per cent and outperforms the SIXPRX Index (see definition below in item 5.5) by 20 percentage points during the Vesting Period, the social security costs are estimated to be approx. SEK 5.7 million. The costs are continuously reviewed during the Vesting Period.
3. Dilution and effects on important key ratios
Up to 800,000 Stock Options may be issued to the participants in the program. The maximum number of shares in INVISIO which may be subscribed for in the Stock Option Program 2023/2026 is 800,000, corresponding to an increase of the share capital of a maximum of SEK 800,000. Based on the current number of outstanding shares, the maximum dilution resulting from the Stock Option Program 2023/2026 will be approx. 1.7 per cent of outstanding shares and votes, provided that all Stock Options are exercised to acquire new shares in INVISIO. The total dilution resulting from all Stock Options being exercised to acquire new shares in INVISIO in Stock Option Program 2020/2023, Stock Option Program 2022/2025 and Stock Option Program 2023/2026 is approx. 4.4 per cent based on the number of outstanding shares and votes as of today.
The costs and dilution are expected to have only a marginal effect on the key ratios of INVISIO.
4. Other share related incentive programs
There are two ongoing share related incentive programs in INVISIO, the Stock Option Program 2020/2023 adopted by the Annual General Meeting 2020 and the Stock Option Program 2022/2025 adopted by the Annual General Meeting 2022.
5. Main terms and conditions for the Stock Option Program 2023/2026
A maximum of 800,000 Stock Options may be allotted to the participants in the Stock Option Program 2023/2026. Allotment will occur on 9 May 2023.
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2. Participants in the program and allocation
(CONTINUA)