STOCKHOLM, March 25, 2021
/PRNewswire/ -- 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
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
- 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
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
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
- 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
- Adoption of the income statement and the balance sheet and the
consolidated income statement and the consolidated balance
- 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
- Election of the members of the board and the Chairman of the
- Determination of number of auditors and election of
- 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
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
RESOLUTIONS PROPOSED BY THE BOARD
Preparation and approval of the voting register (item
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
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
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
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:
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
email@example.com 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
Stockholm in March 2021
INVISIO AB (publ)
For more information, please contact:
Lars Højgård Hansen, CEO, INVISIO
Mobile: + 45 53 72 7722 | E-mail: firstname.lastname@example.org
Michael Peterson, Director
Investor Relations & Corporate Communication, INVISIO
Mobile: + 45 53 72 7733 | E-mail: email@example.com
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
This information was brought to you by Cision
The following files are available for download:
Notice to attend
INVISIO AGM 2021