Notice to attend the Annual General Meeting of INVISIO

02 April 2024 · Regulatory · Press Release

Stockholm 2 April 2024. The shareholders of INVISIO AB are hereby summoned to the Annual General Meeting held on Tuesday 7 May 2024 at 4.00 p.m CEST. at IVA Konferenscenter, Grev Turegatan 16, Stockholm, Sweden. Registration will commence at 3.30 p.m CEST.

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 Friday 26 April 2024 and,
  • give notice of attendance at the meeting no later than Tuesday 30 April 2024. The notice shall be made in writing to the company at address INVISIO AB, "Annual General Meeting 2024", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by telephone +46 8-402 91 33 or on Euroclear's website https://anmalan.vpc.se/euroclearproxy. 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 26 April 2024. 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 26 April 2024 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 30 April 2024. 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 the company's website, www.invisio.com.

The completed voting form must be received by Euroclear Sweden AB, no later than Tuesday 30 April 2024. The completed form shall be sent to INVISIO AB, "Annual General Meeting 2024", 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 2024"). If a shareholder postal votes by proxy, a power of attorney shall be enclosed with the form. The proxy form is available on 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. Resolution on guidelines for remuneration to senior executives.
  17. Presentation of the remuneration report for approval.
  18. Resolution regarding authorisation 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, Hannu Saastamoinen, and Nicklas Hansen. 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 13)
The nomination committee proposes that the remuneration to the Chairman of the board shall increase from SEK 675,000 to SEK 750,000 and to each of the other members of the board from SEK 260,000 to SEK 300,000. The nomination committee proposes a remuneration of SEK 145,000 (SEK 125,000) to the Chairman of the audit committee and SEK 63,000 (SEK 60,000) to the Chairman of the remuneration committee as well as SEK 42,000 (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 63,000 (SEK 60,000) to the Chairman of the committee for cyber security and SEK 42,000 (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 2,773,000 (SEK 2,460,000).

The nomination committee recommends that board members shall own shares in the company at a value corresponding to at least one year's board remuneration (excluding committee remuneration).

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 2025. PricewaterhouseCoopers AB has informed INVISIO that they will appoint the authorised public accountant Johan Rönnbeck as new 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 131,466,470, share premium of SEK 119,969,278 and the result of the year amounting to SEK 37,964,521, i.e. SEK 289,400,269 in total. The board proposes a dividend of SEK 1.30 per share and that the record date for the dividend shall be Friday 10 May 2024. If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid to the shareholders around Wednesday 15 May 2024. 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.

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 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 2028. These guidelines apply to agreements concluded after the 2024 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's business strategy for profitable growth is in brief to increase the penetration in existing markets, broaden the product portfolio through innovative development, address new user groups, expand to new geographies and to conduct business sustainably and cost-effectively. INVISIO's financial targets are that the company's turnover are to increase on average by 20 per cent per year and that the operating margin should exceed 15 per cent. For additional information regarding the company's business strategy, please see INVISIO's website 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 is able to recruit and retain qualified personnel. INVISIO shall, therefore, seek to offer a total remuneration that enables the group to attract and retain senior executives. Remuneration to senior executives in INVISIO shall both on a short and a long term basis, be based on the individual's performance and responsibility and the result of INVISIO 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 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 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 2022 and 2023 resolved on adopting stock option programs. The programs have been resolved by the general meeting and are therefore excluded from these guidelines. The objective of the stock option programs 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. For additional information regarding incentive programs including the criteria on which the outcome is depended on, please see INVISIO's website 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 the general meeting
Board members elected by the general meeting 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.

Presentation of the remuneration report for approval (item 17)
The board proposes that the Annual General Meeting approves the board's report regarding remuneration för the financial year 2023 pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Resolution regarding authorisation for the board to resolve to issue new shares (item 18)
The board proposes that the Annual General Meeting resolves on authorisation for the board to resolve to issue new shares in accordance with the following.

The board shall be authorised to resolve to issue new shares on one or several occasions for the period up to the next Annual General Meeting, to the extent that such new issue can be made without amending the articles of association. An issue may be made with or without deviation from the shareholders' preferential rights. Based on the authorisation, the board may resolve to issue a number of new shares corresponding to a maximum of ten per cent of the total number of outstanding shares in the company at the time of the Annual General Meeting.

The board shall be authorised to resolve on issue where payment is made in cash, by contribution in kind or by way of set-off. A cash issue or issue by way of set-off that takes place with deviation from the shareholders' preferential rights shall be in line with market terms.

The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential rights is to, in a cost-effective manner, enable the raising of capital for expansion, investments and company acquisitions.

Resolution in accordance with the board's proposal requires approval of at least two thirds of both the votes cast and the shares represented at the general meeting.

OTHER INFORMATION
Shares and votes
The number of outstanding shares and votes in the company are, as of the date of this notice, 45,590,194.

Authorisation
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.

Documentation
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 16 April 2024 and will be sent to any shareholder who requests the documents and provide their postal or
e-mail address.

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: 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 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. Shareholders who wish to submit questions beforehand may do so in writing to INVISIO AB, Att: Annual General Meeting, P.O. Box 151, SE-201 21 Malmö, Sweden or by e-mail to bolagsstamma@invisio.com.

Personal data processing
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Stockholm in April 2024

INVISIO AB (publ)

The Board of Directors

For more information, please contact:

Lars Højgård Hansen, CEO, INVISIO
Mobile: + 45 53 72 7722 | E-mail: lhh@invisio.com

Michael Peterson, Director Investor Relations & Corporate Communication, INVISIO
Mobile: + 45 53 72 7733 | E-mail: mpn@invisio.com

Attachment

Press releases

INVISIO announces seamless wireless comms capability to their intercom system

17 June 2024

Investor Relations

Non-regulatory

Report from Annual General Meeting 2024 in INVISIO

08 May 2024

Investor Relations

Regulatory

INVISIO Interim Report January-March 2024: A strong start to the year

07 May 2024

Investor Relations

Regulatory

Report

Calendar

Interim Report January - June 2024

July 19, 2024

Interim Report January - September 2024

October 24, 2024

Year-end Bulletin 2024

February 13, 2025

All events

IR-contact

Michael Peterson

Michael Peterson

Director Investor Relations & Corporate Communications
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