STOCKHOLM, March 29, 2019 /PRNewswire/ -- The shareholders
of INVISIO Communications AB are hereby summoned to the Annual
General Meeting held on Thursday 2 May
2019 at 2.00 p.m. at IVA's
premises on Grev Turegatan 16 in Stockholm.
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 Euroclear Sweden
AB as of Thursday 25 April 2019
and,
- give notice to attend no later than Thursday 25 April 2019.
Notification must be given in writing to INVISIO Communications
AB, Att: Bolagsstämma, Box 151, SE-201 21 Malmö, Sweden or by e-mail to
bolagsstamma@invisio.com. When giving notification shareholders are
asked to state name, personal ID or company registration number,
address, daytime telephone number, shareholding as well as name of
any advisors.
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 Euroclear Sweden AB as of
Thursday 25 April 2019.
Use of Personal Data
In connection with the notice of attendance, INVISIO
Communications will process the shareholders' personal data, which
is requested above. The personal data gathered from the share
register, notice of attendance at the Annual General Meeting and
information about proxies and advisors will be used for
registration, preparation of the voting list for the Annual General
Meeting and, when applicable, the meeting minutes. The personal
data will only be used for the Annual General Meeting. For
additional information regarding INVISIO Communications' processing
of personal data and your rights, please see INVISIO
Communications' website www.invisio.com under the heading
"Shareholders' Personal Data" (which can be found under the section
"Investors" under the heading "Stock Information").
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 one or 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.
- Resolutions regarding adoption of a stock option program,
issuance of stock options and transfer of stock options.
- Closing of the meeting.
RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
Election of Chairman at the meeting (item 2)
The nomination committee proposes that Lars Röckert 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 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 Annika Andersson, Charlotta
Falvin, Lage Jonason, Martin Krupicka and Ulrika Hagdahl, election of Charlott Samuelsson as new board member, and
that Annika Andersson is elected as
new Chairman of the board. Lars Röckert has declined
re-election.
Charlott Samuelsson was born in
1963. Charlott is Sr Vice President and Director of the business
area Pattern Generators at Mycronic AB, a company in which she has
held various executive positions since 2000. During her time at
Mycronic, she has actively contributed to the successful growth of
Mycronic. Charlott holds a Master of Science in Engineering Physics
and a Licentiate Degree in Electrophysics Engineering from Chalmers
University of Technology. Charlott is independent in relation to
the company and to its senior executives, as well as to the major
shareholders of the company and owns no shares in the company.
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 430,000 to SEK
450,000 and to each of the other members of the board from
SEK 170,000 to SEK 180,000. The nomination committee proposes
remuneration of SEK 60,000 to the
Chairman of the remuneration committee and the audit committee
respectively and SEK 40,000 to a
maximum of two other committee members. Altogether, the proposal
means that the total remuneration to the board members will amount
to SEK 1,550,000 (compared to
SEK 1,420,000 the previous
period).
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
board'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 2020.
PricewaterhouseCoopers AB has informed INVISIO Communications that
they will appoint the authorised 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 approx. SEK 91,250,000 and the
result of the year amounting to approx. SEK
-6,115,000, i.e. approx. SEK
85,135,000 in total. The board proposes a dividend of
SEK 0.70 per share and that the
record date for the dividend shall be Monday 6 May 2019. If the Annual General Meeting
resolves in accordance with the proposal, the dividend is estimated
to be paid to the shareholders around Thursday 9 May 2019. A statement in accordance with
Chapter 18 Section 4 in 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.
Resolution on guidelines for remuneration to senior executives
(item 16)
The board proposes the following guidelines for remuneration to
senior executives in INVISIO Communications Group and members of
the board in the parent company, to the extent they receive
remuneration that is not related to their board assignment.
Guidelines for remuneration
INVISIO Communications shall seek to offer a total remuneration
that enables the group to attract and retain senior executives.
Remuneration to senior executives in INVISIO Communications shall
both on a short and a long term basis, be based on the individual's
performance and responsibility and the result of INVISIO
Communications and its subsidiaries as well as align the interests
and rewards of the senior executives with the shareholders'.
Remuneration to the senior executives may consist of:
- 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, INVISIO Communications and its subsidiaries are
met. The result shall be linked to measurable targets (qualitative,
quantitative, general and individual). The targets within each
senior executive's respective area of responsibility aims to
encourage the development of INVISIO Communications both on a short
and a long term basis. The variable remuneration shall not exceed
50 per cent of the fixed salary and shall, to the extent permitted
by applicable law, not affect pension or holiday allowance.
Stock option program
The general meeting shall resolve on all share- and share
price-related incentive programs to senior executives, i.e. the
management of the company.
The Annual General Meeting 2018 resolved on adopting a stock
option program. The board proposes a similar stock option program,
to be resolved by this Annual General Meeting. The objective of the
stock option programs is to link a portion of the employees'
remuneration to the long-term performance of INVISIO
Communications, and thereby align their interests with those of the
shareholders.
Pension
Any pension benefit shall be of a defined contribution.
Notice period
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.
Remuneration to board members
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.
Deviations from the guidelines
The board may, if it determines that there are specific reasons
in an individual case, to deviate from the guidelines. If such a
deviation takes place, the board shall report the reasons for the
deviation at the following Annual General Meeting.
Evaluation of the guidelines and the auditor's statement
regarding whether the guidelines have been followed
In accordance with the Swedish Code of Corporate Governance, the
board monitors and evaluates the application of the, by the Annual
General Meeting resolved, guidelines for remuneration to senior
executives. The company's auditor has, in accordance with Chapter
8, Section 54 in the Swedish Companies Act, issued a statement
regarding whether the guidelines for remuneration to senior
executives for 2018 have been complied with. The board's assessment
and the auditor's review has resulted in the conclusion that
INVISIO Communications during 2018 has complied with the guidelines
resolved on by the 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 2019/2022"), which
materially has the same structure as the stock option program
adopted by the Annual General Meeting in 2018 ("Stock Option
Program 2018/2021").
The objective of the Stock Option Program 2019/2022 is to link a
portion of the employees' remuneration to the long-term performance
of INVISIO, and thereby align their interests with those of the
shareholders. In addition, the Stock Option Program 2019/2022 will
be an important tool for INVISIO to motivate and engage 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 2019/2022.
A. ADOPTION OF THE PROGRAM
1. The Stock Option Program 2019/2022 in brief
All INVISIO group employees will be entitled to participate in
the Stock Option Program 2019/2022.
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
2022, subject to the terms and conditions of the Stock Option
Program 2019/2022 (the "Stock Options"). If the participant
(i) throughout the entire vesting period of the Stock Option
Program 2019/2022, which runs from the allotment of the Stock
Option up to and including 9 May 2022
(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 7 May 2019 – 9 May
2022 (the "Measurement Period"), the participants
will be entitled to acquire shares in INVISIO during May –
June 2022.
To ensure INVISIO's undertaking to deliver shares to the
participants in the Stock Option Program 2019/2022, the board
proposes that the Annual General Meeting resolves to issue a
maximum of 600,000 warrants (each warrant entitle to subscription
for one (1) share in INVISIO) to a wholly owned Danish subsidiary,
INVISIO Communications A/S (the "Subsidiary"). To such
extent the performance criteria of the Stock Option Program
2019/2022 is reached, the warrants shall be exercised to deliver
shares in INVISIO to the participants in the Stock Option Program
2019/2022.
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 60.60 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 3.1 million for the period 2019-2022.
In the event of a positive price trend, social security costs
will arise due to the Stock Options. These costs shall be
recognised during the tenor of the Stock Options based on the value
changes of the Stock Options.
Based on the assumption that all 600,000 Stock Options will be
exercised to acquire new shares in INVISIO on 15 May 2022, and the INVISIO share price
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 0.3
million. The costs are continuously reviewed during the
Vesting Period.
3. Dilution and effects on important key ratios
Up to 600,000 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 2019/2022 is 600,000,
corresponding to an increase of the share capital of a maximum of
SEK 600,000. Based on the current
number of outstanding shares, the maximum dilution resulting from
the Stock Option Program 2019/2022 will be approx. 1.4 per cent of
outstanding shares and votes, provided that all Stock Options are
exercised to acquire new shares in INVISIO and approx. 1.3 per cent
of outstanding shares and votes provided that all Stock Options in
the Stock Option Program 2018/2021 are exercised to acquire new
shares in INVISIO.
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 is one ongoing share related incentive program in INVISIO,
the Stock Option Program 2018/2021, adopted by the Annual General
Meeting 2018.
5. Main terms and conditions for the Stock Option Program
2019/2022
5.1 Issuance and allotment of Stock Options
A maximum of 600,000 Stock Options may be allotted to the
participants in the Stock Option Program 2019/2022. Allotment will
occur on 7 May 2019.
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 INVISIO group,
approx. 85 persons. Persons who, at the time of allotment, have
resigned from their employment, or who have been dismissed from
their employment by INVISIO, will not be granted Stock Options.
Future employees, who have not yet commenced their employment at
the time of allotment, may, conditioned upon that the employment
commences on 1 December 2019 at the
latest, be offered to participate in the Stock Option Program
2019/2022 if the board considers it compatible with the objective
of the program.
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. 77
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 INVISIO.
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 INVISIO at a price corresponding to the average share
price of INVISIO's share during the period 1
April 2019 – 30 April 2019
(the "Purchase Price"). The average share price shall be
calculated as the average for each trading day calculated average
volume-weighted price paid for the INVISIO share on Nasdaq
Stockholm, round off to the nearest full ten öre whereby five öre
shall be round off upwards.
5.4 Vesting conditions
If, for whatever reason, a participant's employment with the
INVISIO group would come to an end before the end of the Vesting
Period, the Stock Options will lapse and cannot be exercised. Only
if the participant has been employed by the INVISIO group for at
least 36 months at the end of the notice period, and:
(a) the employment is terminated by INVISIO or any of its
subsidiaries for any reason other than due to the participant's
breach of the employment agreement, or
(b) the employment is terminated in INVISIO or any of its
subsidiaries by the participant due to a significant breach of the
employment agreement by INVISIO or any of its subsidiaries,
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 INVISIO group during the entire Vesting Period.
5.5 Performance criteria
The number of granted Stock Options, which each participant will
be entitled to exercise to acquire shares in INVISIO, is dependent
on the extent to which the following performance criteria for the
Stock Option Program 2019/2022 has been reached:
The share price development for the INVISIO share (including
paid dividends from INVISIO to its shareholders for the period
1 April 2019 – 30 April 2022) during the Measurement Period
compared to the SIX Portfolio Return Index ("SIXPRX")
reference index. (SIXPRX displays the average development
(including dividends) on Nasdaq Stockholm adjusted for stock fund
placement limitations.)
In order for all (100 per cent) of the Stock Options to entitle
the participant to acquire shares in INVISIO it is required that
the share price development for INVISIO surpasses SIXPRX with 20
percentage points. If the share price development surpasses SIXPRX
with 10 percentage points, half (50 per cent) of the participant's
Stock Options will entitle the participant to acquire shares in
INVISIO. If the share price development for the INVISIO share
surpasses SIXPRX with more than 10 but with less than 20 percentage
points, the Stock Options will entitle to acquisition of shares in
INVISIO on a linear basis between 50 to 100 per cent. If the share
price development in INVISIO does not surpasses SIXPRX with 10
percentage points, all (100 per cent) of the Stock Options will
lapse.
5.6 Exercise
The exercise of Stock Options to acquire new shares in INVISIO
may, to the extent the performance criteria for the Stock Option
Program 2019/2022 is reached and the participant has fulfilled the
vesting conditions, occur during the period 15 May – 30 June 2022 (the "Exercise Period").
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
2019/2022, 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 2019/2022,
which are available on INVISIO's website.
5.9 Change of control
In the event of a change of control in INVISIO, which inter alia
includes that someone, directly or indirectly, owns or controls 50
per cent or more of the votes in INVISIO as well as in certain
other events, participants have a right to exercise granted Stock
Options in advance, i.e. even during the Vesting Period.
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
2019/2022, 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
2019/2022, if significant changes occur in the INVISIO group or on
the market that the board considers entailing that the conditions
for acquisition of new shares in the Stock Option Program 2019/2022
no longer fulfils the objective of the Stock Option Program
2019/2022.
B. ISSUANCE OF WARRANTS
In order to secure the delivery of shares pursuant to the Stock
Option Program 2019/2022, the Board of INVISIO proposes that
INVISIO, deviating from the shareholders' preferential rights,
issues a maximum of 600,000 warrants, Series 2019/2022, entitling
to subscription of new shares in INVISIO as follows.
- The warrants shall be issued free of charge. Each warrant shall
entitle to subscription of one share in INVISIO, thus, the share
capital will increase with maximum SEK
600,000 after full exercise of the warrants.
- With deviation of the shareholders' preferential rights,
Invisio Communications A/S shall be entitled to subscribe for the
warrants.
- The warrants shall be subscribed for by 10 May 2019 at the latest. The term of
subscription may be extended by the board.
- 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 31
December 2022.
- The warrants shall have a subscription price at
subscription of new share corresponding to the average share price
of the INVISIO share during the period 1
April 2019 – 30 April 2019
(i.e. the same price as the Purchase Price, defined in item A). The
average share price shall be calculated as the average for each
trading day calculated volume-weighted price paid for the INVISIO
share on Nasdaq Stockholm, round off to the nearest full ten öre
whereby five öre shall be round off upwards, during a specified
period. In the event that a price paid is not available, the bid
price listed as the closing price shall be included in the
calculation. A day without a listing of a price paid or bid price
shall not be included in the calculation.
- 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.
- The complete terms and conditions for the warrants are
available on INVISIO's website and will be registered with the
Swedish Companies Registration Office and Euroclear Sweden AB.
The reason for the deviation from the shareholders' preferential
rights is to ensure delivery of shares to the participants in the
Stock Option Program 2019/2022. For an account of the reasons for
adopting the Stock Option Program 2019/2022, 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 INVISIO to the participants in
accordance with the terms and conditions of the Stock Option
Program 2019/2022. The Subsidiary may only transfer/dispose of the
warrants for this purpose.
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 INVISIO further proposes that the board, or the
person that the board may appoint, shall be authorised to make the
adjustments in the resolution as may be required in connection with
registration with the Swedish Companies Registration Office and
Euroclear Sweden AB.
3. Preparation of the proposal
INVISIO's remuneration committee has initiated and prepared the
Stock Option Program 2019/2022 in consultation with external
advisors during the last quarter of 2018 and the first quarter of
2019.
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 Swedish Companies Registration Office and
Euroclear Sweden AB.
Documentation
The board 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, are
since Friday 29 March 2019 available
to the shareholders at the company's website, www.invisio.com and
will be sent to the shareholders who so request and state their
postal or email address.
The documents can be requested in writing at the address INVISIO
Communications AB, Att: Bolagsstämma, Box 151, SE-201 21 Malmö,
Sweden or by e-mail:
bolagsstamma@invisio.com.
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.
______________
Stockholm in March 2019
About INVISIO Communications AB
INVISIO develops and sells advanced communication systems with
hearing protection that enable professionals in noisy and mission
critical environments to communicate and operate effectively. The
company combines insights in acoustics and human hearing with broad
engineering know-how in software, materials technology and
interface, among others. Sales are primarily via a global network
of partners and resellers, as well as from the headquarters in
Copenhagen and the sales offices
in the USA, France and Italy. INVISIO's registered office is in
Stockholm, Sweden, and the
company's share is listed on Nasdaq Stockholm (IVSO). More
information is available on the company's website
www.invisio.com
CONTACT:
INVISIO Communications AB (publ)
The Board
For more information, please contact:
Lars Højgård Hansen, CEO, INVISIO Communications
Mobile: + 45-53-72-77-22
E-mail: lhh@invisio.com
Thomas Larsson, CFO, INVISIO
Communications
Mobile: +45-53-72-77-35
E-mail: thl@invisio.com
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SOURCE INVISIO Communications AB