28 May 2018
Today, the 28th of May, 2018, IVISYS AB’s (‘IVISYS’) Annual General Meeting was convened. Below is a summary of the results. All resolutions were passed with the required majority.
Allocations of profits or loss according to the adopted balance sheet
The AGM decided that no dividend will be distributed for the financial year of 2017.
Resolution on share issue and acquisition of shares in Image Control Systems AB
The AGM approved the agreement between IVISYS and a number of owners of Image Control Systems AB regarding acquisition of all shares in Image Control Systems AB. IVISYS shall pay for the shares in ICS Image Control Systems AB with a share issue of 1.2 million new shares in IVISYS AB and a cash payment of 1.0 MSEK. In addition to the cash payment, there may be an additional cash payment in 2019, which may amount to a maximum of 2.0 MSEK, if certain conditions are met. The Swedish Shareholders’ Association abstained from voting.
The AGM agreed to a share issue of 1.2 million shares in IVISYS AB targeted at a number of shareholders in Image Control Systems AB, whereby the shares in Image Control Systems AB shall be converted into assets.
The AGM decided that the issuance price of the newly issued shares in IVISYS AB will be the average price on the last trading day (Friday, 25 May 2018) corresponding 5.16 SEK/share.
Calculated on the basis of the determined issuance price, the total transaction value is 7.192 MSEK, of which the value of the shares in IVISYS is estimated to 6.192 MSEK.
The decision means the company’s share capital is increased by 216 000 kronor to 1990 895.94 kronor. The total number of shares after the issue is 11 060 533. The new shares shall carry rights to dividends from the record date, which comes immediately after the new shares are registered by the Swedish Companies Registration Office (Bolagsverket) and Euroclear Sweden AB.
The AGM further authorized the CEO and the board of directors to make minor adjustments that may be required in connection with the registration of the decisions of the Swedish Companies Registration Office (Bolagsverket).
Decisions on the number of board members and deputy board members, as well as the number of auditors and deputy auditors
The meeting decided that the number of board members shall continue to be six, and that no deputy members should be elected. The AGM further decided that the number of auditors should remain at one, and that no deputies should be elected. The Swedish Shareholders’ Association abstained from voting.
Determination of remuneration for the board and auditors
The total remuneration, including for committee assignments, amounts to SEK 257,500. The meeting concluded that the auditors shall be paid a fair remuneration according to approved invoicing.
Election of board members and possible deputy board members and auditors or auditing firm and possible deputy auditors
The AGM decided to re-elect the board members Moatasem Chehaiber, Thomas Juul, Lau Normann Jørgensen, Lars Holmqvist and Jakob Kesje. The AGM decided to elect Mikael Sjöholm as a new board member. The Swedish Shareholders’ Association abstained from voting
The AGM decided to re-elect the auditor Mazars SET Revisionsbyrå as certified auditors, the principal auditor being Bengt Anders Ekenberg.
Alnarp, May 2018
Sedermera Fondkommission is Certified Adviser to IVISYS.
For more information, please contact:
Jakob Kesje, CEO
Phone: +45 20 22 60 10
This information is information that IVISYS AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above on 28 May 2018.
IVISYS provides vision-based, quality inspection solutions for the industry, which can replace both manual and mechanical quality control. IVISYS’ unique, patented solutions make it possible to perform complex quality control while keeping the existing production flow unaffected. Unlike existing solutions, IVISYS provides solutions that make it possible to perform complex surface controls, control measurements on the micron level, and control multiple components in one instant process. The solutions are based on IVISYS’s patented image data processing, which differs fundamentally from the conventional processes used within vision systems today. IVISYS is capable of utilizing high-resolution cameras in the company’s image processing, while at the same time processing image information faster than the company’s competitors. The solutions offered have an average payback period of approximately six months for customers currently relying on mechanical or manual control.
IVISYS is the winner of Frost & Sullivan’s 2017 Entrepreneur of the Year in Europe Award.