PRESS RELEASE
Notice of the Annual General Meeting of Knowit AB (publ)
Shareholders of Knowit Aktiebolag (publ) (the ”Company”), reg. no. 556391-0354, are hereby notified of the Annual General Meeting (the “General Meeting”) which will be held at the Company’s headquarter, Sveavägen 20, Stockholm, Sweden, at 1:00 p.m. on Wednesday, April 29, 2026. Registration for the General Meeting will commence at 12:30 p.m.
N.B. The English text is an unofficial translation of the Swedish original and in case of any discrepancies between the Swedish text and the English translation the Swedish text shall prevail
The Board of Directors has decided, pursuant to the Company’s articles of association, that shareholders shall also have the right to exercise their voting rights by postal voting. Shareholders may therefore choose to exercise their voting rights at the General Meeting by attending in person, through a proxy or by postal voting.
A. RIGHT TO PARTICIPATE IN THE GENERAL MEETING
Shareholders who wish to participate in the General Meeting must:
· be entered in the share register kept by Euroclear Sweden AB on Tuesday, April 21, 2026, and
· give notice of attendance at the General Meeting to the Company in accordance with the instructions set out in the section “B. Notice of attendance for participating in person or through a proxy” no later than on Thursday, April 23, 2026, or submit a postal vote in accordance with the instructions set out in the section “C. Voting by post” no later than on Thursday, April 23, 2026.
In order to be entitled to participate in the General Meeting, a shareholder whose shares have been registered in the name of a nominee must, in addition to notifying the Company of their participation, register the shares in his/her own name so that the shareholder is recorded in the share register no later than on April 21, 2026. Such registration may be temporarily (“voting rights registration”) and is requested from the nominee in accordance with the nominee’s routines in such time in advance as the nominee determines. Voting rights registration made by the nominee no later than April 23, 2026, will be taken into account when preparing the share register.
B. NOTICE OF ATTENDANCE FOR PARTICIPATING IN PERSON OR THROUGH A PROXY
Shareholders who wish to participate at the meeting venue, in person or by proxy, must give notice to participate no later than on Thursday, April 23, 2026, in one of the following ways:
- by telephone +46 8 402 91 33 on weekdays between 9 a.m. and 4 p.m.,
- by post to Knowit Aktiebolag (publ), “AGM”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or
- via Euroclear Sweden AB’s website, https://www.euroclear.com/sweden/generalmeetings/.
When registering, shareholders shall state their name, personal identification or corporate identification number, address and telephone number, advisors, if any, and registered holding of shares.
Shareholders who wish to be represented by a proxy must issue a written and dated power of attorney which is signed by the shareholder. The power of attorney is valid for a maximum of one year from the date of issue unless a longer period of validity is specified in the power of attorney, however not more than five years. The proxy form can be obtained at the Company’s office, on the Company’s website, www.knowit.se, per e-mail at info@knowit.se or by phone +46 8 700 66 00. The power of attorney in original should be sent to the Company at the abovementioned address well in advance of the General Meeting. If the power of attorney is issued by a legal entity, a registration certificate or equivalent authorization document must be attached.
C. VOTING BY POST
Shareholders who wish to participate in the General Meeting by postal voting shall give notice to participate by casting its postal vote in accordance with the instructions below so that the postal vote is received by Euroclear Sweden AB on behalf of the Company no later than on Thursday, April 23, 2026.
Shareholders who wish to attend the meeting venue in person or by proxy, must give notice in accordance with the instructions listed under “B. Notice of attendance for participating in person or through a proxy” above. Hence, a notification of participation only through postal voting is not sufficient for shareholders who also wish to attend the meeting venue.
A special form shall be used for postal voting. The postal voting form is available at the Company’s website, www.knowit.se, and is also provided by the Company upon request.
The completed and signed postal voting form shall be sent either by post to Knowit Aktiebolag (publ), c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by e-mail to GeneralMeetingService@euroclear.com.
Shareholders may also cast their postal vote electronically through verification with BankID via Euroclear Sweden AB’s website, https://www.euroclear.com/sweden/generalmeetings/.
Shareholders who wish to vote by a proxy must issue a written and dated power of attorney which is signed by the shareholder. The power of attorney is valid for a maximum of one year from the date of issue unless a longer period of validity is specified in the power of attorney, however not more than five years. The proxy form can be obtained at the Company’s office, on the Company’s website, www.knowit.se, per e-mail at info@knowit.se or by phone +46 8 700 66 00. The power of attorney in original should be sent to the Company at the abovementioned address well in advance of the General Meeting. If the power of attorney is issued by a legal entity, a registration certificate or equivalent authorization document must be attached.
The shareholder may not provide specific instructions or conditions to the postal vote. If so, the vote (i.e., the postal vote in its entirety) is invalid. Further instructions and conditions are included in the postal voting form and at Euroclear Sweden AB’s website, https://www.euroclear.com/sweden/generalmeetings/.
PROPOSED AGENDA
1. Opening of the General Meeting and election of Chair of the General Meeting.
2. Preparation and approval of the voting list.
3. Submission and approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination of whether the General Meeting has been duly convened.
6. CEO’s speech and presentation of the annual report, the auditor's report, the consolidated accounts and the auditor's report on the consolidated accounts.
7. Resolutions on:
a) adoption of the income statement, balance sheet, consolidated income statement, and consolidated balance sheet;
b) allocation of the Company’s result in accordance with the adopted balance sheet and determination of the record date for the dividend; and
c) discharge of liability towards the Company for the Board members and the CEO.
8. Resolution on approval of the Remuneration Report.
9. Resolution on the number of Board members and any deputies.
10. Resolution on remuneration payable to the Board members and auditors.
11. Election of Board members, any deputies, the Chair of the Board and the auditor.
12. Resolution on authorization for the Board to resolve on new issues.
13. Resolution on:
a) implementation of a long-term share-based incentive program, and
b) (i) authorisation for the Board of Directors to resolve on acquisition of own shares and (ii) transfer of own shares.
14. Closing of the General Meeting.
Proposal under item 1
The Nomination Committee proposes that the Chair of the Board, Per Sjöstrand, or in the event he is unable to attend, the person designated by the Nomination Committee in his place, is elected as the Chair of the General Meeting.
Proposal under item 7 b)
The Board of Directors proposes that the dividend for the financial year of 2025 shall be SEK 2.50 per share, in total SEK 68,071,500 to be paid on two occasions, as in the previous year. The Board of Directors proposes a dividend of SEK 1.25 with a planned record date on May 4, 2026, and SEK 1.25 with a planned record date on November 18, 2026. The dividends are expected to be distributed through Euroclear Sweden AB on May 7, 2026, and November 23, 2026, respectively.
Proposal under item 8
The Board of Directors proposes that the General Meeting resolves to approve the Board of Directors’ Remuneration Report regarding remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act (2005:551).
Proposal under items 9–11
The Nomination Committee consists of Per Sjöstrand, the Chair of the Board and the one convening the committee, the Chair of the Nomination Committee Teresa Enander (Formica Capital), Niklas Flyborg (JCE Group) and Viktoria Voskressenskaia (Lannebo Kapitalförvaltning).
The Nomination Committee proposes
that the number of Board members shall be five without deputies;
that the fees paid to each Board member elected by the general meeting and not employed by the Company shall amount to SEK 300,000 (300,000) and the fee to the Chair of the Board shall amount to SEK 850,000 (850,000). A member of the remuneration committee shall receive an additional fee of SEK 38,000 (38,000), and the chair of the remuneration committee shall receive an additional fee of SEK 80,000 (80,000). A member of the audit committee shall receive an additional fee of SEK 74,000 (74,000), and the chair of the audit committee shall receive an additional fee of SEK 150,000 (150,000).
that the fees paid to the auditors shall be paid in accordance with approved invoices;
that Olof Cato, Kia Orback-Pettersson, Sofia Sahlberg and Mattias Lewrén shall be re-elected and new election of Ann-Louise Lökholm Klasson as Board members. Per Sjöstrand and Stefan Gardefjord has declined re-election. Olof Cato is proposed as the Chair of the Board; and
that the registered accounting firm KPMG shall be re-elected as the auditor until the end of the annual general meeting of 2027. KPMG has stated that Jonas Eriksson in such case will be the auditor-in-charge.
Information on the member proposed for new election can be found in the Nomination Committee’s proposals and motivated opinion which is available on the Company’s website, www.knowit.se. Information on the members proposed for re-election can be found in the corporate governance section on the Company’s website, www.knowit.se
Proposal under item 12
The Board of Directors proposes that the General Meeting resolve to authorizes the Board of Directors to, on one or more occasions during the period until the next annual general meeting, resolve on new issues of shares corresponding to a maximum of ten (10) per cent of the total number of outstanding shares in the Company as of the date of this notice. It is proposed that the authorization shall include the right for the Board of Directors to decide that the issue shall be carried out with deviation from the shareholders' preferential rights and/or with conditions for non-cash issue and/or offset or otherwise with other conditions. The purpose of the authorization and the reason for waiving the shareholders' preferential rights is to enable the use of newly issued shares in the acquisition of other companies or operations. In the issuing of shares without preferential rights for the shareholders, the issue price shall be set to a value adjusted to market conditions.
Majority requirement
A valid resolution pursuant to this item requires that it is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the General Meeting.
Proposal under item 13
The board of directors of Knowit Aktiebolag (publ) (the "Company") proposes that the annual general meeting resolves to implement a long-term share-based incentive program ("LTIP 2026") for members of the corporate management team and certain other key persons in the Knowit group (the “Group”) in accordance with (A) below. To hedge the Company’s obligations under LTIP 2026 and related costs, the board of directors also proposes that the annual general meeting resolves on (i) an authorisation for the board of directors to resolve on acquisition of own shares and (ii) transfer of own shares in accordance with (B) below.
The board of director’s proposals for resolutions under (A) and (B) below constitutes a combined proposal, which shall be resolved upon as one resolution.
(A) Implementation of a long-term share-based incentive program
Motive
The main motive for implementing LTIP 2026 is to align the interests of the members of the corporate management team and other key persons with the interests of the shareholders to ensure maximum long-term value creation and to encourage such persons to own shares in the Company. LTIP 2026 is also considered to facilitate the Company’s recruitment and retention of members of the corporate management team and other key persons.
The proposed program has the same structure as the programs resolved on at the annual general meetings in 2023, 2024 and 2025.
LTIP 2026 in summary
LTIP 2026 includes approximately 38 employees, consisting of members of the corporate management team and members of local, as well as extended management teams at business area level (each such person a “Participant” and collectively the “Participants”). To participate in LTIP 2026 the Participant must make an own investment in shares in the Company according to the terms and conditions of the program and allocate the shares to the program. Each share acquired for this purpose constitutes an “Investment Share”. Depending on which participant category the Participant belongs to, the Participant is granted a certain number of performance share rights ("Share Rights") for each Investment Share acquired. After the set vesting period, the Participants will be allotted shares in the Company free of charge provided that certain conditions are met. These conditions are, with certain exceptions, continued employment in the Group during the vesting period, that the Participant continues to own shares in the Company during the same period, and that certain performance targets have been met. Each Share Right can entitle the Participant to be allotted one share in the Company free of charge. The maximum number of shares in the Company that may be allotted to the Participants under LTIP 2026 shall be limited to 239,000, which corresponds to approximately 0.87 percent of all shares and votes in the Company.
Participants in LTIP 2026
The Participants in LTIP 2026 are broken down into three categories. The first category includes the Company’s CEO, the Company’s CFO and those other members of the corporate management team who are responsible for business areas (7 persons) ("Category 1"), the second category includes the remaining members of the corporate management team, i.e. those who are responsible for staff functions (3 persons) (“Category 2”), and the third category includes members of local, as well as extended management teams at business area level (approximately 28 persons) ("Category 3").
The own investment and grant of Share Rights
To participate in LTIP 2026 the Participant must make an own investment in Investment Shares and allocate these to the program. The Investment Shares shall be acquired at market price on Nasdaq Stockholm and the acquisition shall take place within two months from the day the Participant entered into an agreement with the Company regarding participation in LTIP 2026. If the Participant is prevented from acquiring Investment Shares during this period according to market abuse regulations or similar regulations, the board of directors shall be entitled to extend the investment period for such Participant. The board of directors shall further be entitled to extend the investment period for a Participant for other reasons in exceptional cases. Shares in the Company that the Participant already holds cannot constitute Investment Shares.
Each Participant may invest an amount corresponding to a maximum of 10 percent of their fixed annual salary before tax (based on the salary level after 2026 salary revision) in Investment Shares. After the annual general meeting, but before agreements regarding participation is entered into with the Participants, said amounts will be converted into a fixed number of Investment Shares that each of the Participants in maximum may invest in. The conversion will be made by dividing each Participant’s maximum investment amount calculated as above by the volume weighted average price for the Company’s share on Nasdaq Stockholm during the period from 30 April 2026 up to and including 7 May 2026. Should the volume weighted average price for the Company’s share during the said period be so low that the number of Share Rights which the total maximum number of Investment Shares, calculated as above, may entitle to exceeds 239,000, the number of Investment Shares that each Participant may invest in shall be reduced pro rata to the extent required for the program to include a maximum 239,000 Share Rights.
For Category 1 each Investment Share entitles to 4 Share Rights, for Category 2 each Investment Share entitles to 3 Share Rights and for Category 3 each Investment Share entitles to 2 Share Rights.
Vesting Period
The vesting period begins on the day the Participant enters into an agreement regarding participation in LTIP 2026 with the Company and ends on the day that falls three years thereafter (the “Vesting Period”). Any allotments of shares in the Company based on Share Rights shall normally be made within two months after the publication of the Company’s interim report for the period January – March 2029.
Conditions for Share Rights
The following conditions shall apply to the Share Rights:
· Share Rights are granted free of charge within a certain period of time after the end of the investment period for Investment Shares.
· Share Rights cannot be transferred or pledged.
· Each Share Right can entitle the Participant to be allotted one share in the Company free of charge.
· A precondition for being allotted shares based on Share Rights is that the Participant has not disposed of the Investment Shares that has formed the basis for the grant of the Share Rights during the Vesting Period and, with certain exceptions, that the Participant remains employed in the Group during the Vesting Period. For allotment it is further required that certain performance targets have been met in the manner described in more detail under the heading “Performance targets” below.
· To align the Participants’ interests with the shareholders’ interests, the Company will compensate the Participants for dividends and similar value transfers made to the shareholders by increasing the number of shares that each Share Right entitles to. However, the Participants in LTIP 2026 will not be compensated for the dividend proposed to the annual general meeting 2026 to the extent such dividend is executed before the Share Rights are granted. Further, compensation for dividends and similar value transfers made shall only take place to such extent as such compensation can be made without risking the maximum number of shares in the Company that may be allotted to the Participants under LTIP 2026 to be exceeded.
· The maximum value (including any compensation for dividends made) that a Participant can receive per Share Right is limited to SEK 440, which corresponds to approximately 400 percent of the share price for the Company’s share. If the value of the number of shares in the Company that each Share Right entitles to, at the time of the allotment, exceeds the maximum value, the number of shares that each Share Right entitles to will be reduced to the corresponding extent.
Performance targets
The performance targets consist of three targets – target 1, target 2 and target 3 – which are described in more detail below, where the three different targets have different weight. Target 1 is weighted 45 percent, target 2 is weighed 45 percent and target 3 is weighted 10 percent. The number of Share Rights entitling to allotment of shares depend on to what degree the targets are met in relation the minimum and maximum levels set for each target. That a target is weighted at 45 percent means that 45 percent of the Share Rights that have been granted entitles to allotment of shares if the degree of fulfilment of the target reaches the maximum level and the other conditions for allotment are met. That a target is weighted at 10 percent means, correspondingly, that 10 percent of the Share Rights that have been granted entitles to allotment of shares if the degree of fulfilment of the target reaches the maximum level and the other conditions for allotment are met.
Target 1
Target 1 consists of the average annual growth in earnings per share measured over the financial years 2026, 2027 and 2028. Target 1 is measured as an average of the outcome for each of the financial years 2026, 2027 and 2028. For any allotment at all according to target 1, it is required that the average annual growth in earnings per share amounts to at least 7 percent (minimum level). For full allotment according to target 1, it is required that the average annual growth in earnings per share amounts to at least 15 percent (the maximum level). If the average annual growth in earnings per share is equal to or less than the maximum level but exceeds the minimum level, allotment shall be made linearly based on intermediate values with start at 20 percent allotment at the minimum level (20 percent allotment means 20 percent of full allotment connected to the target).
Target 2
Target 2 consists of the EBITA margin measured in the financial year 2028. For any allotment at all according to target 2, the EBITA margin is required to be at least 8 percent (minimum level). For full allotment according to target 2, it is required that the EBITA margin amounts to at least 12 percent (the maximum level). If the EBITA margin is equal to or less than the maximum level but exceeds the minimum level, allotment shall be made linearly based on intermediate values with start at 20 percent allotment at the minimum level (20 percent allotment means 20 percent of full allotment connected to the target).
Target 3
Target 3 consists of an ESG measure defined as percentage of the Company's turnover that contributes to at least one of the global sustainability goals (Sustainability Development Goals ("SDG")), where the Company can make the biggest difference. It has been assessed that the SDG goals where the Company can make the biggest difference are goals 3, 4, 5, 7, 9, 11, 12, 13 and 16 according to the UN’s Sustainability goals. Target 3 is measured as an average of the outcome for each of the financial years 2026, 2027 and 2028. For any allotment at all according to target 3, it is required the average annual outcome corresponds to at least 70 percent of the annual turnover (minimum level). For full allotment according to target 3, it is required that the average annual outcome corresponds to at least 80 percent of the annual turnover (the maximum level). If the average annual outcome is equal to or less than the maximum level but exceeds the minimum level, allotment shall be made linearly based on intermediate values with start at 20 percent allotment at the minimum level (20 percent allotment means 20 percent of full allotment connected to the target).
Detailed terms and conditions and administration
The board of directors shall be responsible for the preparation of the more detailed terms and conditions for LTIP 2026 and for the administration of the program within the above-mentioned conditions and guidelines. The board of directors may, amongst other things, in more detail determine what, besides a personal direct investment, to be considered as an own investment in Investment Shares (for example an investment in shares in the Company made by a Participant within the framework of a pension insurance or through a wholly owned company). Allotment of Share Rights and shares shall, however, always be made to a Participant as person. The board of directors shall also be entitled to make adjustments to fulfil specific regulations or market conditions in other jurisdictions or, if delivery of shares to Participants outside Sweden cannot be made at reasonable costs and with reasonable administrative efforts, to make country-specific adjustments and/or offer cash settlement. If material changes occur in the Group or in its business environment that would entail that the decided terms for allotment and the possibility to exercise the Share Rights in accordance with LTIP 2026 no longer are appropriate or are unreasonable, the board of directors shall also have the right to make other adjustments. The board of directors shall also have the right to revoke the program. Before finally determining the number of shares to be allotted based on the Share Rights, the board of directors shall assess whether the outcome of LTIP 2026 is reasonable. This assessment shall be made in relation to the Company’s and the Group’s financial results and financial position, conditions on the stock market and other circumstances. If the board of directors is of the opinion that the outcome is not reasonable, the board of directors shall reduce the number of shares to be allotted. The board of directors shall also have the right to make such adjustments that may become relevant due to legal or administrative conditions. In the case of a public takeover bid, a merger or any other similar transaction or event affecting the Company, the board of directors shall be entitled to decide that all or some of the Share Rights shall vest and entitle to allotment of shares in advance or that the Share Rights shall be exchanged to other share rights.
The Company shall have a right, but no obligation, to, before delivering shares to the Participants, retain and sell the number of shares required, or by other means, to cover the cost for withholding and paying tax and social security contributions on behalf of the Participants in relation to vested Share Rights for remittance to tax authorities. It is the board of directors who decides whether the Company shall use this right and to what extent. If the Company uses the right, shares will be delivered net to the Participants after the number of shares that vested Share Rights entitles to have been reduced by the number of shares that the Company has retained to cover mentioned costs.
The board of directors shall, where applicable, be entitled to delegate its rights and obligations related to LTIP 2026 to a remuneration committee established by the board of the directors.
Scope
As mentioned above under the heading “LITIP 2026 in summary”, the maximum number of shares in the Company that may be allotted to the Participants under LTIP 2026 shall be limited to 239,000, which corresponds to approximately 0.87 percent of all shares and votes in the Company.
The number of shares that each Share Right entitles to, may, in accordance with the detailed terms and conditions that the board of directors stipulates, be subject to recalculation in case of bonus issues, share splits or reverse share splits, preferential rights issues or similar corporate events, taking customary practice for corresponding types of incentive programs into account. Correspondingly, the maximum number of shares that may be allotted to the Participants under LTIP 2026 may, in accordance with the detailed terms and conditions that the board of directors stipulates, be subject to recalculation in case of bonus issues, share splits or reverse share splits, preferential rights issues or similar corporate events, taking customary practice for corresponding types of incentive programs into account.
Costs, hedging measures and effect on key figures
The company will recognise costs based on the fair value of the Share Rights at grant, in accordance with IFRS 2. The costs will be booked as personnel costs in the income statement over the Vesting Period. In addition, any Participants outcome will incur costs for social security contributions for the Company. The size of the social security contributions will be calculated based on the share price development for the Company’s share during the Vesting Period.
Based on the assumptions that the share price will be SEK 110 at the start of the program as well as when the Share Rights are granted, all Participants who are offered to participate in the program participate, each of them make a maximum investment and retain their Investment Shares during the Vesting Period, the employee turnover among the Participants is zero percent during the Vesting Period, the performance targets are met to 100 percent, a share price increase of 50 percent during the period from the start of the program until shares are allotted and no changes in the percentages for social security contributions in any country during the program, the costs for LTIP 2026 are estimated to approximately SEK 34.0 million, of which approximately SEK 9.0 million are costs for social security contributions. On an annual basis, this corresponds to total costs of approximately SEK 11.3 million, of which approximately SEK 3.0 million in costs for social security contributions.
In case of maximum outcome in the program, i.e. that the maximum number of shares that can be allotted to the Participants under the program are allotted and the value of the number of shares in the Company that each Share Right entitles to, at the time of the allotment, amounts to SEK 440, the costs for LTIP 2026 are estimated to approximately SEK 50.1 million, of which approximately SEK 25.0 million are costs for social security contributions. On an annual basis, this corresponds to total costs of approximately SEK 16.7 million, of which approximately SEK 8.3 million in costs for social security contributions.
The cost of LTIP 2026 should be seen in relation to the Group's total personnel costs, which during the financial year 2025 amounted to approximately SEK 3.9 billion, including costs for social security contributions.
To hedge the Company’s obligations under LTIP 2026 and related costs, the board of directors therefore proposes that the annual general meeting resolves on an authorisation for the board of directors to resolve on acquisition of own shares and transfer of own shares in accordance with (B) below. Of the number of shares covered by the proposal for authorisation for the board of directors to resolve on acquisition of own shares, 56,500 are intended to hedge costs of social security contributions that may arise under LTIP 2026.
The estimated annual cost of approximately SEK 11.3 million related to LTIP 2026 (based on the assumptions stated above) corresponds, on a pro forma basis for 2025, to a negative effect on earnings per share of approximately SEK 0.42.
It is the board of directors’ assessment that the positive effects on the Company's financial results that are expected to arise through an increase in the Participants’ shareholdings and the opportunity for additional allotment of shares under LTIP 2026 outweigh the costs related to the program.
Other incentive programs
There are three long-term incentive programs in the Company since earlier – LTIP 2023, LTIP 2024 and LTIP 2025. For a description of these programs, reference is made to note 7 in the Company’s annual report for 2025, which will be kept available at the Company’s office and at the Company’s webpage, www.knowit.se, on 8 April 2026 at the latest.
(B) Authorization for the Board of Directors to resolve on acquisition of own shares and resolution on transfer of own shares
Authorisation to resolve on acquisition of own shares
The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors to, during the period until the next annual general meeting, on one or more occasions, resolve on acquisition of own shares in accordance with the following:
- A maximum of 295,500 shares may be acquired.
- Acquisitions of shares shall be made on Nasdaq Stockholm or another regulated market at a price per share that does not exceed a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is made, including when the shares are traded on different trading venues. However, in the case of acquisitions carried out by a stock broker as assigned by the Company, the price for own shares may correspond to the volume weighted average price during the period in which the shares were acquired, even if the volume weighted average price on the day of delivery to the Company falls outside the price range.
- Payment for the shares shall be made in cash.
- Acquisitions may be made for the purpose of hedging the Company’s obligations and costs related to LTIP 2026.
- The number of shares that may be acquired may be subject to recalculation in case of bonus issues, share splits or reverse share splits, preferential rights issues or similar corporate events impacting the number of shares in the Company. The maximum number of shares in the Company that may be acquired shall, however, after recalculation, never exceed 1.08percent of all shares in the Company at the said time.
The Board of Directors has issued a motivated statement according to Chapter 19, Section 22 of the Swedish Companies Act. The statement is kept available at the Company’s office and at the Company’s webpage, www. knowit.se.
Transfer of own shares to participants in LTIP 2026
The Board of Directors proposes that the General Meeting resolves on transfer of own shares in accordance with the following:
- A maximum of 239,000 shares may be transferred free of charge to Participants in LTIP 2026.
- Right to acquire shares free of charge shall, with deviation from the shareholders’ preferential rights, be granted the Participants in LTIP 2026.
- Transfer of shares shall be made free of charge at the time and under the other terms which Participants in LTIP 2026 are entitled to be allotted shares.
- The number of shares that may be transferred under LTIP 2026 may be subject to recalculation in case of bonus issues, share splits or reverse share splits, preferential rights issues or similar corporate events impacting the number of shares in the Company. The number of shares that may be transferred may, however, never exceed the number of shares that the Company holds.
The reason for the deviation from the shareholders' preferential rights is that the transfer of the shares is a part of the execution of LTIP 2026.
Preparation of the proposal
The board of director’s proposal for resolutions under (A) and (B) have been prepared by the board of directors together with external advisors. The board of directors has resolved to present the proposal at the annual general meeting.
Majority requirement
The Board of Director’s proposals for resolutions under (A) and (B) constitutes a combined proposal, which shall be resolved upon as one resolution. The resolution is subject to the provisions in Chap. 16 of the Swedish Companies Act, and a valid resolution hence requires that the proposal is supported by shareholders with at least nine-tenth of both the votes cast and the shares represented at the annual general meeting.
DOCUMENTS
The annual accounts, the auditor’s reports and other documents for the General Meeting will be available at the Company’s offices and the Company’s webpage, www.knowit.se, no later than Wednesday, April 8, 2026. Copies of these documents will be sent to shareholders that request it and state their postal address.
QUESTIONS
The Board and the CEO shall, if any shareholder requests it, and the Board considers that it can be done without substantial damage to the Company, provide information regarding conditions that can affect the assessment of an item on the agenda and conditions that can affect assessment of the financial situation of the Company or one of its subsidiaries, or the Company’s relation to another group company.
SHARES AND VOTES
The total number of shares and votes in the Company as of the date of this notice is 27,408,600. The Company holds 180,000 own shares.
PROCESSING OF PERSONAL DATA
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 March 2026
Knowit Aktiebolag (publ)
Board of Directors
Contacts
Per Sjöstrand, Chariman of the Board Knowit AB, +46 724 51 49 or per.sjostrand@instalco.se
Christina Johansson, Head of Communications Knowit AB, +46 70-542 17 34, christina.johansson@knowit.se