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ContextVision AB — Proxy Solicitation & Information Statement 2021
Apr 7, 2021
9979_rns_2021-04-07_4e8761b2-d762-4d0b-9e6f-0a3c52230208.pdf
Proxy Solicitation & Information Statement
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ContextVision
NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN CONTEXTVISION AB (PUBL)
The annual general meeting will be held on Wednesday, May 5, 2021.
With respect to the extraordinary situation that prevails as a result of the covid-19 pandemic and with regard to ContextVision's employees, shareholders, board of directors and management, the Annual General Meeting will only be conducted by advance voting (postal voting) with the support of temporary statutory rules (Sections 20 - 22 of the Act (2020: 198)) on temporary exemptions to facilitate the conduct of general and association meetings). There will be no opportunity to attend the Annual General Meeting in person or by proxy. Information on the resolutions passed at the meeting will be disclosed on May 5, 2021, as soon as the outcome of the postal voting has been finally confirmed.
NOTIFICATION ETC
Shareholders who wish to participate in the annual general meeting with the right to vote shall
- be recorded as shareholder in the share register kept by Euroclear Sweden AB as of April 27, 2021, temporary registration for shareholders registered at Norska Verdipapirsentralen (VPS) is made by DNB Bank ASA, see below; and
- Give notice of attendance with the company by casting their advance vote in accordance with the instructions under the heading "Advance voting" below, so that the advance vote is received by the company no later than May 4, 2021 (via e-mail: [email protected] or by post: Klara Norra Kyrkogata 31, 111 22 Stockholm, Sweden).
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution in Sweden must, in order to participate in the annual general meeting, request that their shares are temporarily re-registered in their own names. Such registration must be completed by Euroclear Sweden AB on April 29, 2021 in order to be taken into account in the preparation of the share register. This means that shareholders who need to make such registration must notify the nominee thereof well in advance of this date.
PARTICULAR FOR SHAREHOLDERS REGISTERED AT NORSKA VERDIPAPIRSENTRALEN (VPS)
- Shareholders registered at Norska Verdipapirsentralen (VPS) who are not registered at Euroclear Sweden AB, Sweden, and wish to be entitled to vote at the annual general meeting must give notice of attendance to DNB Bank ASA at the latest on April 23, 2021, at 12:00 (noon) local time. The notice of attendance is made on a specific application form which will be sent by post to the shareholders and also be available on the company's website. The notice of attendance shall be sent to DNB Bank ASA, Verdipapirservice, PB 1600 Sentrum, N-0021 Oslo, or by e-mail to [email protected]
- DNB Bank ASA will temporarily record the shares at Euroclear Sweden AB in the name of the shareholder. Shareholders recorded at VPS must also, as described above, give notice of attendance to the company in order to obtain the right to vote at the annual general meeting.
ADVANCE VOTING
The Board of Directors has decided that shareholders should be able to exercise their voting rights only by advance voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and associations. A special form must be used for the advance vote. The form for advance voting is available on the company's website www.contextvision.se. Completed and signed forms for advance voting can be sent via e-mail: [email protected] or by post: Klara Norra Kyrkogata 31, 111 22 Stockholm, Sweden. The completed forms must be received by the company no later than 4 May 2021. The Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions or conditions can be found on the postal voting form.
If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the company's website www.contextvision.se. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
ContextVision AB (publ) • Klara Norra Kyrkogata 31 • SE-111 22 Stockholm, Sweden
Phone: +46 8 750 35 50 • Registered Office: Linköping, Sweden • VAT No. SE556377890001 • www.contextvision.se
ContextVision
SHAREHOLDERS' RIGHT TO RECEIVE INFORMATION
The board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors 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 and any circumstances which may affect the assessment of the Company's and the group's financial position. A request for such information shall be made in writing to the company no later than April 26, 2021, at the address ContextVision AB (publ), Att: Ann-Charlotte Linderoth, Klara Norra Kyrkogata 31, 111 22 Stockholm, or via e-mail to: [email protected]. The questions and responses will be made available on the company's website www.contextvision.se, and the company's head office at Klara Norra Kyrkogata 31, Stockholm, no later than April 30, 2021. The information is also sent to shareholders who request it and state their address.
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
At the time of issuing notice to attend the annual general meeting, the company has in total 77,367,500 registered shares, corresponding to in total 77,367,500 votes. The company does not hold any treasury shares.
ContextVision AB (publ) • Klara Norra Kyrkogata 31 • SE-111 22 Stockholm, Sweden
Phone: +46 8 750 35 50 • Registered Office: Linköping, Sweden • VAT No. SE556377890001 • www.contextvision.se
ContextVision
AGENDA
- Election of the chairman of the meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to certify the minutes.
- Consideration of whether the meeting has been properly convened.
- Approval of the agenda.
- Presentation of the annual accounts and the auditor’s report and the consolidated accounts and the consolidated auditor’s report.
- Resolutions:
- on adoption of the profit and loss account, the balance sheet and the consolidated profit and loss account and the consolidated balance sheet,
- on allocation of the company’s result according to the approved balance sheet, and
- on discharge from liability for the members of the Board of Directors and the managing director.
- Approval of the remuneration report to senior executives
- Decision on remuneration of the Board of Directors and the auditors.
- Decision on the numbers of members of the Board of Directors and deputies.
- Election of the Board of Directors and election of auditor.
ELECTION OF THE CHAIRMAN OF THE MEETING (ITEM 1)
Sven Günther-Hanssen, or the person appointed by the Board of Directors if he has an impediment to attend, is proposed as chairman of the meeting. The chairman, or a person appointed by him, will keep the minutes of the meeting.
PREPARATION AND APPROVAL OF THE VOTING LIST (ITEM 2)
The voting list proposed for approval is the voting list drawn up by the Chairman at the annual general meeting on behalf of the company, based on the general meeting’s share register and advance votes received, as verified and recommended by the person certifying the minutes.
ELECTION OF ONE OR TWO PERSON TO CERTIFY THE MINUTES (ITEM 3)
It is proposed that the meeting elect one person to certify the minutes together with the chairman. Fredrik Palm, representing shareholder Monsun AS, or the person appointed by the Board of Directors if he has an impediment to attend, is proposed to be elected to certify the minutes of the annual general meeting. The task of certifying the minutes of the meeting also includes verifying the voting list and that the advanced votes received are correctly stated in the minutes of the annual general meeting.
CONSIDERATION OF WHETHER THE MEETING HAS BEEN PROPERLY CONVENED (ITEM 4)
It is proposed that the general meeting approve the convening of the annual general meeting.
APPROVAL OF THE AGENDA (ITEM 5)
It is proposed that the agenda, which is included in this notice to the annual general meeting, be approved as the agenda at the annual general meeting.
DIVIDEND (ITEM 7)
The Board of Directors proposes that no dividend shall be paid.
ContextVision AB (publ) • Klara Norra Kyrkogata 31 • SE-111 22 Stockholm, Sweden
Phone: +46 8 750 35 50 • Registered Office: Linköping, Sweden • VAT No. SE556377890001 • www.contextvision.se
ContextVision
REMUNERATION TO SENIOR EXECUTIVES (ITEM 8)
At the 2020 Annual General Meeting, guidelines were adopted for remuneration to senior executives. These guidelines include the CEO, but not remuneration to the Board, which is decided by the Annual General Meeting. In accordance with the guidelines, the Board has prepared a remuneration report for 2020, for presentation to the Annual General Meeting. The Board of Directors proposes that the Annual General Meeting approve the remuneration report. The report is available on the company's website.
REMUNERATION TO THE BOARD OF DIRECTORS AND AUDITORS, ELECTION OF THE BOARD OF DIRECTORS AND AUDITORS ETC. (ITEMS 9 - 10)
Proposed remuneration for the Chairman of the Board is 300,000 SEK. Proposed remuneration for each of the other board members, whom are not also main shareholders, is 200,000 SEK. Remuneration to the auditors shall be paid against invoicing approved by the company.
It is proposed that the number of board members should be 5, and the number of deputies should be 0. Re-election is proposed for board members Sven Günther-Hanssen, Martin Hedlund, Magne Jordanger and Martin Ingvar. Election of Olof Sanden as new member and chairman of the board is proposed.
Re-election is proposed for Ernst & Young AB as auditing company, with Andreas Troberg as auditor in charge, for the period until the end of next Annual General Meeting.
ANNUAL REPORT
The annual report and the auditor's report of the company and the group will be kept available together with a proxy form at the company's office, Klara Norra Kyrkogata 31, Stockholm Sweden, and at the company's website, www.contextvision.se from April 7, 2021 and will also be sent to shareholders that so request and state their address.
Stockholm in April 2021
CONTEXTVISION AB (PUBL)
The Board of Directors
ContextVision AB (publ) • Klara Norra Kyrkogata 31 • SE-111 22 Stockholm, Sweden
Phone: +46 8 750 35 50 • Registered Office: Linköping, Sweden • VAT No. SE556377890001 • www.contextvision.se
ContextVision
ANMÄLAN OM REGISTRERING INFÖR ÅRSSTÄMMA I CONTEXTVISION AB (PUBL) DEN 5 MAJ, 2021. /APPLICATION FOR REGISTRATION BEFORE THE ANNUAL GENERAL MEETING IN CONTEXTVISION AB (PUBL) ON MAY 5, 2021
Aktieägare i ContextVision AB (publ) noterade hos VPS skall ha inkommit med anmälan om rösträttsregistrering enligt nedan senast 23 april 2021 kl 12.00 lokal tid.
Shareholders of ContextVision AB (publ) registered with VPS must apply for registration for voting purposes according to below by April 23, 2021, at 12:00 hours (noon) CET.
Returneras via e-mail eller brev/To be returned by e-mail or mail
E-mail address: [email protected]
Adress/Address: DNB Bank ASA, Verdipapirservice, PB 1600 Sentrum, 0021 Oslo, Norway
| Telefonnummer under kontorstid / Telephone No. Daytime | |
|---|---|
| Antal aktier / Number of shares |
Deltar personligen i stämman/Will attend in person
Företräds vid årsstämman genom ombud enligt nedanstående eller separat fullmakt /
Represented at the annual general meeting by proxy holder as per details below or separate proxy
Deltagande vid stämman, personligen eller genom ombud, kan endast ske genom ingivande av förhandsröst i enlighet med kallelsen / Attendance at the meeting, in person or by proxy, can only take place by voting in advance in accordance with the notice
| Fullmakt för (Observera att fullmakten måste dateras och undertecknas) /Proxy for (The proxy must be dated and signed): | |
|---|---|
| Ombudets namn / Name of proxy holder | |
| Utdelningsadress / Address | |
| Postnummer och ortnamn / Zip code and city | |
| Telefonnummer under kontorstid/ Telephone No. Daytime | |
| att vid årsstämman i ContextVision AB (publ), org.nr 556377-8900, den 5 maj 2021 och eventuell dag för fortsatt bolagsstämma företräda mig/oss och rösta för samtliga mina/våra aktier i bolaget. / as a proxy to represent me/us and to vote for all my/our shares in ContextVision AB (publ), corporate registration No. 556377-8900, at the Annual General Meeting on May 5, 2020, and, as the case may be, on any day for a continued shareholders' meeting. | |
| Underskrift av aktieägaren /Signature of the shareholder | |
| Ort och datum / Place and Date | |
| --- | |
| Aktieägarens namnteckning (vid firmateckning, bifoga registreringsbevis)/ | |
| Authorized signature (where a company signature, please enclose list of authorized signatures) | |
| Namnförtydligande / Name in block letters |
ContextVision AB (publ) • Klara Norra Kyrkogata 31 • SE-111 22 Stockholm, Sweden
Phone: +46 8 750 35 50 • Registered Office: Linköping, Sweden • VAT No. SE556377890001 • www.contextvision.se