Notice of Annual General Meeting of Knowit Aktiebolag (publ)Published 23 Mar 2018
Shareholders in Knowit AB (publ), 556391-0354 ("The Company") are hereby notified of the Annual General Meeting which will be held at company headquarters, Klarabergsgatan 60, Stockholm, at 4:00 p.m. on April 26 2018.
Shareholders who wish to participate at the Annual General Meeting must:
be entered in the share register maintained by Euroclear Sweden AB no later than Friday April 20 2018, and
provide notice of attendance to the Company no later than 4:00 p.m. on Friday April 20, 2018, either in writing, addressed to "Annual Shareholders' Meeting" Box 3383, 103 68 Stockholm or by fax to +46-8-700 66 10, or by email to firstname.lastname@example.org or by phone at +46-8-700 66 00. When registering, shareholders should state their name, personal identification or corporate registration number, address and telephone number, representatives, if any, and registered holding of shares.
Shareholders whose shares are registered in the name of a trustee via a bank or securities firm must, to participate in the meeting, have the shares temporarily registered in his or her own name, in Euroclear Sweden AB’s share register, no later than Friday April 20 2018.
Shareholders who are not present in person at the meeting may be represented by a proxy carrying a Power of Attorney in writing, signed and dated by the shareholder. The Power of Attorney is valid at the most one year from the date of issuing, unless it is explicitly stated in the Power of Attorney that is has a longer validity, which can at most be five years from the date of issuing. The Company provides shareholders with a Power of Attorney form for this purpose. This form is available at the Company’s offices, the Company webpage, www.knowit.se, by fax, +46-8-700 66 10, by email, email@example.com, or by phone, 08-700 66 00. The Power of Attorney, in its original, shall be sent by letter well before the meeting to the Company on the address listed above. If the Power of Attorney is issued by a legal entity, a certified copy of the legal entity's certificate of registration or an equivalent document must also be enclosed.
Please note that notification of a shareholder’s participation at the Annual General Meeting must be carried out even if the shareholder wishes to vote through a proxy. A Power of Attorney is not in itself valid as a notice of attendance.
Proposed meeting agenda
- Opening of the meeting and election of Chairman of the meeting.
- Drafting and approval of list of voters.
- Approval of the meeting agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the Annual Report, the Auditor's Report, the Consolidated Accounts and the Auditor's Report on the Consolidated Accounts.
- CEO’s speech.
- Resolutions regarding:
a) adoption of the income statement, balance sheet, consolidated income statement, and consolidated balance sheet,
b) distribution of the Company’s profits in accordance with the adopted Balance Sheet and record date for dividends,
c) discharge from liability for Directors and the Chief Executive Officer.
- Determination of the number of Board Members and Deputies.
- Determination of remuneration to the Board Members and the Auditors.
- Election of the Board Members, Deputies, Chairman of the Board and Auditors.
- Resolution on Nomination Committee for the 2019 Annual General Meeting.
- Resolution on guidelines for remuneration to senior executives.
- Resolution on off-set issue.
- Resolution on authorization for the Board of Directors to resolve on new share issues.
- Adjournment of the meeting.
Proposal for resolution regarding item 1
The Nomination Committee proposes that the Chairman of the Board, Mats Olsson, is elected as Chairman of the meeting.
Proposal for resolution regarding item 8 b)
The Board of Directors recommends payment of a dividend of SEK 4.75 per share and that the record date be set to April 30 2018. Euroclear Sweden AB should be able to pay the dividend on May 4 2018.
Proposals for resolution regarding items 9-12
The Nomination Committee consists of Mats Olsson, Chairman of the Board and convener of the committee, Lennart Francke, Swedbank Roburfonder, Chairman of the Nomination Committee, and Malin Björkmo, Handelsbanken Fonder, and Jan Särlvik, Nordea Funds.
The Nomination Committee proposes the following:
that the number of Board Members be set to seven, with no deputies.
that remuneration of SEK 220 000 shall be paid to each of the members elected at the AGM and not employed by the Company, and that remuneration of SEK 525 000 be paid to the Chairman of the Board. A member of the remuneration committee shall receive an additional fee of SEK 35,000, while the chairman of the remuneration committee shall receive an additional fee of SEK 50,000. A member of the auditing committee shall receive an additional fee of SEK 50,000, while the chairman of the auditing committee shall receive an additional fee of SEK 100,000.
that auditor’s fees will be paid according to approved invoice.
that the Board Members Camilla Monefeldt Kirstein, Mats Olsson and Jon Risfelt are re-elected. For new election, the committee proposes Gunilla Asker, Stefan Gardefjord, Kia Orback-Pettersson and Peder Ramel. Carl-Olof By, Eva Elmstedt and Liselotte Hägertz Engstam have declined re-election. Mats Olsson is proposed as Chairman of the Board.
that the accountancy firm KPMG is elected for the period up to the end of the AGM 2019.
that the Annual General Meeting resolves to establish a Nomination Committee which will normally consist of a representative for each of the three largest registered shareholders and the Chairman of the Board, who is to convene the first meeting of the committee, at latest in October the year before the next AGM.
The Chairman of the Nomination Committee will be the representative of the largest shareholder in terms of votes, or else the member of the committee who volunteers.
If any of the three largest shareholders in terms of votes refrains from taking a seat on the Nomination Committee, that seat will be offered to the fourth largest shareholder in terms of votes, etc., and so forth until the owners are represented by three shareholders. In the case of a member leaving the committee before its work is complete, the shareholder shall have the right to appoint a new committee member.
In the case when a shareholder that has appointed a member of the Nomination Committee is no longer among the largest shareholders, the member appointed by said shareholder shall place his or her seat at disposal. The shareholder that has gained a place among the three largest shareholders shall be asked and have the right to appoint a member. The members of the Nomination Committee shall not be replaced if changes in votes are only marginal or if most of the work of the Nomination Committee ahead of the AGM is assessed by the Chairman of the Nomination Committee to have been completed already.
The names of the members of the Nomination Committee with information regarding which shareholders they represent will be announced in conjunction with the Company's third interim report or, if changes are made later, as soon as they are made. The Nomination Committee is appointed for the period until such time as the next committee is appointed.
The task of the Nomination Committee is to put forward proposals, at the next Annual General Meeting, for the Chairman of the AGM, the Board of Directors, the Chairman of the Board, the Auditors, the fees for Board Members and Auditors, any committee fees, as well as proposals for changes in this instruction on Nomination Committee procedures.
No fee is paid to the members of the Nomination Committee. The Company shall recompense any reasonable costs that arise in connection with the Nomination Committee's work.
Proposal for resolution regarding item 13
The Board of Directors suggests that the AGM resolves on the following guidelines on remuneration for senior executives: Remuneration consists of fixed salary, a variable component as well as pension and other benefits. The total compensation package shall be market-based and competitive, reflecting the employee's area of responsibility and the complexity of the position.
Variable compensation will be maximized and never exceed the fixed portion. The variable compensation will be based on outcome in relation to established targets and linked to the employee’s performance. The variable compensation is conditional upon that the Company does not show a loss for the year the compensation refers to. Variable compensation shall not be pensionable.
Pension benefits should normally consist of defined contribution pension solutions related to the employee's fixed salary. Other benefits, such as company cars and healthcare plans, should be competitive in relation to other players. If the Group serves notice of termination, the maximum term of notice is one year. Severance pay should not exist. The Board may depart from the guidelines in individual cases if there are particular circumstances for such departure.
Proposal for resolution regarding item 14
The Company has undertaken to redeem non-controlling interest shares in the subsidiaries Knowit Dataess AS and Knowit Experience AS and to redeem synthetic options in Knowit Skåne AB.
To enable payment of such consideration and redemption of synthetic options through issuing of new shares in the Company, the Board proposes that the AGM resolves on directed issues of at most 90,000 shares, whereby the share capital in the Company can increase by at most SEK 90,000 and that these issues are directed at the sellers of shares and the holders of synthetic options in the aforementioned companies, on the following conditions. The highest number of shares that a seller of non-controlling interest shares and holders of synthetic options shall have the right to subscribe for is equal to the seller’s right to consideration or redemption, divided by the subscription price, calculated as the volume-weighted average share price for Company shares during a measuring period of five trading days before the time of subscription. Consideration for shares in Knowit Dataess AS and Knowit Experience AS shall be recalculated from Norwegian kronor to the average share price in Swedish kronor during the same period. The final number of newly issued shares may be lower – but not higher – than the maximal number stated above, 90,000 shares.
The measuring period shall be from May 2 to May 8 2018, inclusive. Subscription can occur at the earliest on May 11 2018 and at the latest on May 16 2018. The payment for subscribed shares by sellers and option holders shall be made at subscription through offset of each seller’s claims for consideration and each option holders’ claims for redemption. Oversubscription is not permitted. The newly subscribed shares shall be entitled to dividends starting from the day on which the shares are entered into the share register maintained by Euroclear Sweden AB for the Company. The Board shall, however, always have the right to determine that award of newly issued shares shall not occur, the Board determines that the subscription price set is detrimental to the Company.
A valid resolution pursuant to this item requires that it is supported by shareholders representing at least nine tenths of the votes cast as well as of the shares represented at the meeting.
Proposal for resolution regarding item 15
The Board proposes that the AGM authorizes it to, on one or more occasions prior to the next AGM, approve an increase in share capital with a maximum of SEK 500,000 through one or more issues of a maximum of in total 500,000 shares. It is proposed that this authorization shall include a right for the Board to decide that the issuing 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. 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.
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 meeting.
The annual accounts, the auditor’s reports and other materials for the AGM will be available at the Company’s offices and the webpage, www.knowit.se, at the latest from Thursday, April 5 2018. Copies of these documents will be sent to shareholders who request this and who state a postal address.
The Board and CEO shall, if any shareholder so requires, and the Board considers that is 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.
At the time of publication of this notice, the total number of shares and votes in the Company is 19,139,217.
Stockholm in March 2018
Knowit AB (publ)
The Board of Directors