Report from the Annual General Meeting 2024

The Annual General Meeting mainly resolved on the following. For more detailed information on the content of the resolutions, please refer to the full notice to attend the Annual General Meeting that are available on the Company’s webpage, www.knowit.eu.

Adoption of balance sheets and income statements 

The Annual General Meeting adopted the income statement, balance sheet, and the consolidated income statement and consolidated balance sheet for 2023.

Dividend

The Annual General Meeting resolved on a dividend of SEK 5.20 per share divided on two occasions of SEK 2.60 per share and dividend occasion, in accordance with the Board’s proposal. The record dates for the dividend shall be May 7, 2024 and November 18, 2024. The dividend is expected to be distributed through Euroclear Sweden AB on May 13, 2024 and on November 21, 2024. 

Discharge from liability

The Annual General Meeting discharged the current and prior Board members and the CEO from liability towards the Company for the administration in 2023.

Board members and auditors

The Annual General Meeting resolved to re-elected Stefan Gardefjord, Camilla Monefeldt Kirstein, Kia Orback-Pettersson, Olof Cato, Sofia Sahlberg and Jon Risfelt as Board members. It was resolved to re-elect Jon Risfelt as the Chair of the Board. 

KPMG was re-elected as the auditor of the Company. 

The Annual General Meeting resolved that fees paid to each Board member elected by the general meeting and not employed by the Company shall amount to SEK 290,000 and that the fee to the Chair of the Board shall amount to SEK 770,000. A member of the remuneration committee shall receive an additional fee of SEK 37,000, and the chair of the remuneration committee shall receive an additional fee of SEK 75,000. A member of the audit committee shall receive an additional fee of SEK 72,000, and the chair of the audit committee shall receive an additional fee of SEK 145,000. Fees paid to the auditor shall be paid in accordance with approved invoices.

Approval of the Remuneration Report 

The Annual General Meeting resolved to approve the Board's Remuneration Report on remuneration in accordance with Chapter 8, Section 53 a of the Swedish Companies Act. 

Guidelines for remuneration to senior executives

The Annual General Meeting resolved to adopt the remuneration guidelines for senior executive, in accordance with the Board of Directors’ proposal.

Issue authorization

The Annual General Meeting resolved, in accordance with the Board’s proposal, to authorize the Board to, on one or more occasions prior to the next annual general meeting, resolve upon an increase in share capital with a maximum of 10% of the total number of outstanding shares in the Company at the date of the issuance of the notice to the Annual General Meeting. The authorization shall include a right for the Board to decide that the issuance of shares shall be carried out with a waiver of the shareholders' preferential rights and/or with conditions for non-cash issue and/or offset or otherwise with other conditions.

Resolution to implement a long-term share-based incentive program and (i) authorization for the Board of Directors to resolve on acquisition of own shares and (ii) transfer of own shares 

Long-term share-based incentive program ("LTIP 2024")

The Annual General Meeting resolved, in accordance with the Board's proposal, on the implementation of a long-term share-based incentive program for members of the corporate management team and certain other key persons, a total of approximately 36 employees. In order to participate in LTIP 2024, participants are required to acquire investment shares, whereby each acquired investment share entitles to a certain number of share rights. After the set vesting period of three years, the participants will be allotted shares in the Company free of charge, provided that certain conditions are met. The maximum number of shares that can be allotted under LTIP 2024 is 156,200, which corresponds to approximately 0.57 percent of all shares and votes in the Company.

Authorization for the Board of Directors to resolve on acquisition of own shares and resolution on transfer of own shares
To hedge the Company’s obligations under LTIP 2024 and related costs the Annual General Meeting resolved to authorize the Board of Directors to resolve on acquisition of own shares and on transfer of own shares, in accordance with the Board's proposal,. 

Acquisition of own shares may take place, during the period until the next annual general meeting, on one or more occasions on Nasdaq Stockholm at a price per share that is within the price range applicable from time to time and by observing other applicable rules, or if acquisitions are carried out by a stock broker at a share price corresponding to the volume weighted average price during the time period within which the shares were acquired. A maximum of 195,300 shares may be acquired and the payment shall be made in cash. The maximum number of shares that may be acquired shall, after recalculation, never exceed 0.72 percent of the total number of all shares in the Company at the said time.  

Transfer of own shares may be made free of charge, with deviation from the shareholders' preferential rights, to the participants in LTIP 2024 at the time and on the other terms that apply under LTIP 2024. A maximum of 156,200 shares may be transferred. 

Alteration of the articles of association

The Annual General Meeting resolved to amend the articles of association, in accordance with the Board’s proposal.

Minutes from the Annual General Meeting will be published on the Company’s webpage, www.knowit.eu, within two weeks.

This press release was made public at 2.30 PM CEST on May 3, 2024.