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ContextVision AB — Proxy Solicitation & Information Statement 2022
Mar 31, 2022
9979_rns_2022-03-31_03c3931e-5045-479d-914c-86b88ca555c7.pdf
Proxy Solicitation & Information Statement
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ContextVision
NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN CONTEXTVISION AB (PUBL)
The shareholders of ContextVision AB (publ), corporate identity number 556377-8900, are hereby invited to the Annual General Meeting on Wednesday, May 4, 2022, at 10.00, in the company's premises, Holländargatan 13, Stockholm.
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 on April 26, 2022, temporary registration for shareholders registered at Norska Verdipapirsentralen (VPS) is made by DNB Bank ASA, see below; and
- give notice of attendance to the company in writing at the latest on April 28, 2022 (by e-mail: [email protected] or by post: Holländargatan 13, 111 36 Stockholm). Name, personal or organization number, address, telephone number and shareholding must be stated in the notice.
If a shareholder is represented by a proxy, a written and dated power of attorney must be issued for the proxy. Proxy forms are available on the company's website as set out below. If the power of attorney has been issued by a legal entity, a registration certificate or equivalent authorization document must be attached. Original power of attorney as well as registration certificate and other authorization documents must be presented no later than upon entry to the meeting.
In order to be entitled to participate in the meeting, a shareholder who has had his shares registered in Sweden in addition to registering for the meeting must have the shares registered in his own name so that the shareholder is entered in the shareholder register as of April 26, 2022. Such registration may be temporary. (so-called voting rights registration) and is requested from the nominee according to the nominee's routines at such time in advance as the nominee decides. Voting rights registrations made no later than 28 April 2022 are taken into account in the production of the share register.
PARTICULAR FOR SHAREHOLDERS REGISTERED AT NORSKA VERDIPAPIRSENTRALEN (VPS)
- Shareholders registered at Norska Verdipapirsentralen (VPS) who are not registered with 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 no later than 20 April 2022 at 12.00 local time. The notice of attendance is made on a specific registration form which is sent by post to the shareholders and is also provided on the company's website. The notice of attendance shall be sent to DNB Bank ASA, Securities Services, PO Box 1600 Sentrum, N-0021 Oslo, or via e-mail [email protected]
- DNB Bank ASA will temporarily register the shares with Euroclear Sweden AB in the name of the shareholder. Shareholders registered with VPS must also give notice of attendance with the company as described above to receive voting rights at the Annual General Meeting. Shareholders registered with VPS who only have given notice of attendance to the company may participate in the Annual General Meeting without voting rights.
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.
The shareholders are reminded of their right to request certain information from the board of directors and the managing director in accordance with chapter 7 section 32 of the Swedish Companies Act.
ContextVision AB (publ) • Holländargatan 13 • SE-111 36 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 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.
- Conclusion of the meeting.
DIVIDEND (ITEM 7)
The Board of Directors proposes that no dividend shall be paid.
REMUNERATION TO THE BOARD OF DIRECTORS AND 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 2021, 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 - 11)
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 on current account is proposed regarding the auditors.
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 Olof Sandén (chairman), Sven Günther-Hanssen, Martin Hedlund, Magne Jordanger and Martin Ingvar.
New election is proposed for Grant Thornton as auditing company, with Joakim Söderin 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, Holländargatan 13, Stockholm, and at the company's website, www.contextvision.se from March 31, 2022 and will also be sent to shareholders that so request and state their address.
Stockholm in March 2022
CONTEXTVISION AB (PUBL)
The Board of Directors
ContextVision AB (publ) • Holländargatan 13 • SE-111 36 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 4 MAJ, 2022. /APPLICATION FOR REGISTRATION BEFORE THE ANNUAL GENERAL MEETING IN CONTEXTVISION AB (PUBL) ON MAY 4, 2022
Aktieägare i ContextVision AB (publ) noterade hos VPS skall ha inkommit med anmälan om rösträttsregistrering enligt nedan senast 20 april 2022 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 20 2022, 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
| 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 4 maj 2022 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 4, 2022, 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) • Holländargatan 13 • SE-111 36 Stockholm, Sweden
Phone: +46 8 750 35 50 • Registered Office: Linköping, Sweden • VAT No. SE556377890001 • www.contextvision.se