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Mar 27

Notice to Attend the Annual General Meeting of INVISIO Communications – Yahoo Finance

Exercise Programs Comments Off on Notice to Attend the Annual General Meeting of INVISIO Communications – Yahoo Finance

STOCKHOLM, March 26, 2020 /PRNewswire/ -- The shareholders of INVISIO Communications AB are hereby summoned to the Annual General Meeting held on Tuesday 5 May 2020 at 1.00 p.m. at IVA's premises on Grev Turegatan 16 in Stockholm. Registration will commence at 12.45 p.m.

This is an unofficial office translation of the Swedish original. In case of differences the Swedish version shall prevail.

Notification must be given in writing to INVISIO Communications AB, Att: Bolagsstmma, Box 151, SE-201 21 Malm, 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 http://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 Tuesday 28 April 2020.

For shareholders who are worried about the spread of infection due to the new coronavirus, INVISIO Communications wants to emphasize the possibility of not attending in person at the Annual General Meeting and instead appoint a proxy holder who can vote on their behalf. INVISIO Communications also recommends such solution for anyone displaying symptoms of illness, who is considered to be part of a risk group or who has recently travelled to a risk area. The purpose is to avoid further spreading the infection.

The Annual General Meeting will be kept as efficient and concise as possible by removing the presentation by the CEO and that the time for general questions will be limited. No refreshments will be served before or after the meeting. Participation at the meeting by the executive management, the company's board and other non-shareholders present at the meeting will be limited. The CEO's presentation will be posted on the company's website after the general meeting.

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 http://www.invisio.comunder the heading "Shareholders' Personal Data" (which can be found under the section "Investors" under the heading "Stock Information").

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 one or two persons to approve the minutes.

6. Examination of whether the meeting has been duly convened.

7. Presentation of the annual report and the auditors' report and the consolidated financial statements and the auditors' report for the group.

8. Adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet.

9. 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.

10. Resolution regarding discharge from liability for the members of the board and the CEO.

11. Resolution regarding the number of members of the board.

12. Determination of the fees to the board members and the auditor.

13. Election of the members of the board and the Chairman of the board.

14. Determination of number of auditors and election of auditor.

15. Approval of the procedure of the nomination committee.

16. Resolution on guidelines for remuneration to senior executives.

17. Resolutions regarding adoption of a stock option program, issuance of stock options and transfer of stock options.

18. Resolution regarding amendments of the articles of association.

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 11, 13)

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, 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 http://www.invisio.com.

Determination of the fees to the board members and the auditor (item 12)

The nomination committee proposes that the remuneration to the Chairman of the board shall increase from SEK 450,000 to SEK 500,000 and to each of the other members of the board from SEK 180,000 to SEK 200,000. The nomination committee proposes remuneration of SEK 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 40,000 each to a maximum of two members of the audit committee. Altogether, the proposal means that the total remuneration to the board members will amount to SEK 1,760,000 (compared to SEK 1,550,000 the previous period).

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 (item 14)

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 2021. PricewaterhouseCoopers AB has informed INVISIO Communications that they will appoint the authorised public accountant Mats kerlund as auditor-in-charge if PricewaterhouseCoopers AB is re-elected as auditor.

Approval of the procedure of the nomination committee (item 15)

A nomination committee shall be appointed for a term of office ending when a new nomination committee is appointed for preparation and submission of proposals to the shareholders at the Annual General Meeting regarding:

The nomination committee shall consist of four members, who shall be appointed in accordance with the following:

The nomination committee in INVISIO Communications has to consider the interests of all shareholders and ensure a professional preparation of a number of important issues concerning the board work in the company, to be resolved on by the general meeting. Three members of the nomination committee shall normally be appointed by the three largest shareholders of the company and the fourth shall be the Chairman of the board.

The Chairman of the board shall, before the next Annual General Meeting, contact the three largest shareholders in the company on the basis of ownership information as of August 31, and summon to a first meeting with the nomination committee no later than seven months before the Annual General Meeting.

If any of the largest shareholders refrains from appointing a member of the nomination committee, the Chairman of the board shall request the owner who is next in size to appoint a member. The analysis of the ownership shall be based on Euroclear's list of registered shareholders and on any other circumstances known by the Chairman of the board. If a member voluntarily resigns from the nomination committee, the shareholder that appointed the resigning member shall in such case be asked to appoint a new member, provided that the ownership structure has not significantly changed.

If the ownership structure in the company has significantly changed, the nomination committee may choose to change its composition so that the nomination committee adequately reflects the ownership structure in the company. Even if there are changes in the ownership structure, no changes have to be done to the composition of the nomination committee if the changes are minor or a change occurs less than three months prior to an Annual General Meeting, if it is not motivated due to special circumstances.

The Chairman of the nomination committee is the member who represents the largest shareholder in terms of votes, if the members have not agreed otherwise. The Chairman of the board or another member of the board may however not be the Chairman of the nomination committee.

The nomination committee is encouraged to contact both larger shareholders, which have not appointed a member of the nomination committee, and representatives for minor shareholders, in order to determine their views on the concerns of the nomination committee.

No remuneration will be paid to the members of the nomination committee. The nomination committee has however a right to request that the company pays for reasonable costs, such as costs for recruitment consultants, if it is considered necessary in order to find a suitable selection of candidates for the board.

This instruction for the nomination committee is valid until a future general meeting resolves to change it.

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 9)

To the Annual General Meeting's disposal are retained earnings of SEK 55,764,761 and the result of the year amounting to SEK -6,823,183, i.e. SEK 48,941,578 in total. The board proposes a dividend of SEK 0.85 per share and that the record date for the dividend shall be Thursday 7 May 2020. If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid to the shareholders around Tuesday 12 May 2020. 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)

Introduction

The board proposes the following guidelines for remuneration to senior executives in the 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, to be in force until further notice but not later than until the Annual General Meeting 2024. These guidelines apply to agreements concluded after the 2020 Annual General Meeting's resolution and where amendments are made to existing agreements after that time. These guidelines do not apply to any remuneration decided by the general meeting.

The guidelines' promotion of the company's business strategy, long-term interests and sustainability

INVISIO Communications' business strategy for profitable growth is in brief to increase the share in existing markets, broaden the product portfolio through innovative development, expand to new geographies and to conduct business cost-effectively. INVISIO Communications' financial targets are that the company's sales are to increase on average by 20 per cent per year and that the operating margin should not fall below 15 per cent. For additional information regarding the company's business strategy, please see INVISIO Communications' website http://www.invisio.com.

A prerequisite for the successful implementation of the company's business strategy and safeguarding of its long-term interests, including its sustainability, is that INVISIO Communications is able to recruit and retain qualified personnel. INVISIO Communications shall, therefore, 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'.

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, INVISIO Communications and its subsidiaries are met. The result shall be linked to measurable targets (qualitative, quantitative, general and individual). The target components, weighting and target levels may vary from one year to the next to reflect business priorities and they generally balance the group's financial targets and non-financial targets (for example operational, strategic, environmental, social or other targets related to sustainability). The measurement period for variable remuneration shall, as a general rule, be based on performance over a period of approximately twelve months. 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.

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 2018 and 2019 resolved on adopting stock option programs. The programs have been resolved by the general meeting and are therefore excluded from these guidelines. The stock option program proposed by the board at this Annual General Meeting 2020 is also excluded for the same reason. The proposed program essentially corresponds to existing programs. 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. For additional information regarding incentive programs including the criteria on which the outcome is depended on, please see INVISIO Communications' website http://www.invisio.com.

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 Sweden. For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

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 thegeneral meeting

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. 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.

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 2020/2023"), which materially has the same structure as the stock option programs adopted by the Annual General Meeting in 2018 ("Stock Option Program 2018/2021") and the Annual General Meeting 2019 ("Stock Option Program 2019/2022").

The objective of the Stock Option Program 2020/2023 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 2020/2023 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 2020/2023.

A. ADOPTION OF THE PROGRAM

1. The Stock Option Program 2020/2023 in brief

All INVISIO group employees shall be entitled to participate in the Stock Option Program 2020/2023.

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 2023, subject to the terms and conditions of the Stock Option Program 2020/2023 (the "Stock Options"). If the participant (i) throughout the entire vesting period of the Stock Option Program 2020/2023, which runs from the allotment of the Stock Option up to and including 9 May 2023 (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 2020 - 9 May 2023 (the "Measurement Period"), the participants will be entitled to acquire shares in INVISIO during May - June 2023.

To ensure INVISIO's undertaking to deliver shares to the participants in the Stock Option Program 2020/2023, the board proposes that the Annual General Meeting resolves to issue a maximum of 700,000 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 2020/2023 is reached, the warrants shall be exercised to deliver shares in INVISIO to the participants in the Stock Option Program 2020/2023.

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 133.20 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 9.8 million for the period 2020-2023.

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 700,000 Stock Options will be exercised to acquire new shares in INVISIO on 15 May 2023, 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 0.8 million. The costs are continuously reviewed during the Vesting Period.

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Notice to Attend the Annual General Meeting of INVISIO Communications - Yahoo Finance

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