(Información remitida por la empresa firmante)
STOCKHOLM, March 24, 2023 /PRNewswire/ — The shareholders of INVISIO AB are hereby summoned to the Annual General Meeting held on Thursday 4 May 2023 at 1.00 p.m. at IVA Konferenscenter, Grev Turegatan 16, Stockholm, Sweden. Registration will commence at 12.30 p.m.
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 INVISIO’s articles of association.
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 Tuesday 25 April 2023 and,
give notice of attendance at the meeting no later than Thursday 27 April 2023. The notice shall be made in writing to the company at address INVISIO AB, “Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by telephone +46 8-402 91 33 or at the company’s website www.invisio.com. 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 25 April 2023. 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 25 April 2023 will be considered in the preparation of the share register. Shareholders should inform their nominees well in advance before this date.
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 27 April 2023. Power of attorney forms are available on the company’s website www.invisio.com.
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 INVISIOs website, www.invisio.com.
The completed voting form must be received by Euroclear Sweden AB, no later than Thursday 27 April 2023. 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 postal votes by proxy, a power of attorney shall be enclosed with the form. The proxy form is available at the company’s website 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.
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 two persons to approve the minutes.
6. Examination of whether the meeting has been duly convened.
7. Presentation by the CEO.
8. Presentation of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group.
9. Adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet.
10. 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.
11. Resolution regarding discharge from liability for the members of the board and the CEO.
12. Resolution regarding the number of members of the board.
13. Determination of the fees to the board members and the auditor.
14. Election of the members of the board and the Chairman of the board.
15. Determination of number of auditors and election of auditor.
16. Presentation of the remuneration report for approval.
17. Resolutions regarding adoption of a stock option program, issuance of warrants and transfer of warrants.
18. Resolution regarding authorization for the board to resolve to issue new shares.
19. Closing of the meeting.
RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
Election of Chairman at the meeting (item 2)
The nomination committee proposes that Annika Andersson is elected as Chairman at the Annual General Meeting.
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 Annika Andersson, Martin Krupicka, Ulrika Hagdahl, Charlott Samuelsson and Hannu Saastamoinen. Lage Jonason resigned from the board at his own request during the fall 2022.
Nicklas Hansen is proposed as new member of the board. The nomination committee proposes that Annika Andersson is re-elected as Chairman of the board.
Nicklas Hansen, born 1986, is Investment Director for William Demant Invest A/S. He is furthermore a board member in Jeudan A/S and a board observer in Vision RT Ltd. Dependent.
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 SEK 650,000 to SEK 675,000 and to each of the other members of the board from SEK 250,000 to SEK 260,000. The nomination committee proposes a remuneration of SEK 125,000(SEK 125,000) to the Chairman of the audit committee and SEK 60,000(SEK 60,000) to the Chairman of the remuneration committee as well as SEK 40,000(SEK 40,000) to one member of the remuneration committee and SEK 60,000 (SEK 60,000) each to two members of the audit committee and a remuneration of SEK 60,000(SEK 60,000) to the Chairman of the committee for cyber security and SEK 40,000(SEK 40,000) each to two members of this committee. Altogether, the proposal means that the total remuneration to the members of the board will amount to SEK 2,460,000(SEK 2,385,000).
(CONTINUA)