Notice of the Annual General Meeting of Knowit ABPublished 30 Mar 2022
The Annual General Meeting of Knowit Aktiebolag (publ) (the ”Company”), org. nr 556391-0354, will be held on Monday, May 2, 2022. In order to prevent the spread of the coronavirus infection (covid-19), the board of directors has decided that the Annual General Meeting shall be held without physical presence of shareholders, proxies or external parties and that the shareholders shall exercise their voting rights by post.
Since no meeting with the opportunity to attend in person or by proxy will be held, there will be no opportunity to ask questions at the General Meeting. Questions in accordance with Chapter 7, Section 32 of the Swedish Companies Act can instead be sent in advance by post to the Company on address Knowit Aktiebolag, Box 3383, 103 68 Stockholm or by e-mail to email@example.com, no later than on Friday, April 22, 2022. The questions will be answered and published no later than on Thursday, April 27, 2022. The questions and the answers will be available at the Company at Klarabergsgatan 60 in Stockholm and on the Company’s webpage, www.knowit.eu, and will be sent to the shareholder if the shareholder’s address is known or has been provided by the shareholder along with the question.
Information on the resolutions passed at the General Meeting will be published on Monday, May 2, 2022, as soon as the result of the voting has been finally confirmed.
RIGHT TO ATTEND AND NOTIFICATION TO THE COMPANY
Shareholders wishing to attend the General Meeting through advance voting must:
- be entered as a shareholder in the share register kept by Euroclear Sweden AB on Friday, April 22, 2022, and
- notify by casting its advance vote in accordance with the instructions under the heading Advance voting below so that the advance voting form is received by Euroclear Sweden AB no later than on Friday, April 29, 2022.
In order to participate in the General Meeting, those whose shares are registered in the name of a nominee must request their bank or broker to have their shares registered in their own name with Euroclear Sweden AB no later than on Tuesday, April 26, 2022. This registration may be made temporarily.
The shareholders may exercise their voting rights at the General Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on the Company’s webpage, www.knowit.eu. The advance voting form is considered as the notification of participation.
The completed voting form must be received by Euroclear Sweden AB (which administers the forms on behalf of the Company) no later than on Friday, April 29, 2022. The form shall in due time be submitted via e-mail to GeneralMeetingService@euroclear.com or via post to Knowit Aktiebolag, ”AGM”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm. Shareholders who are natural persons may also cast their advance votes electronically through BankID verification via Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.
In the advance voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter shall take place if the Meeting decides on it or if shareholders of at least one tenth of all shares in the Company requests it.
If the shareholder votes in advance by proxy, a signed and dated power of attorney shall be enclosed to the form. The power of attorney may not be older than one year. However, a longer period of validity may be specified on the power of attorney, although no longer than five years from the date of issue. Forms of power of attorney are available at the Company’s office, on the Company’s webpage, www.knowit.eu or by e-mail on firstname.lastname@example.org. If the power of attorney is issued by a legal entity, a verified copy of the registration certificate or an equivalent authority document for the legal entity must be appended to the advance voting form.
Further instructions and conditions are included in the advance voting form.
For questions about the General Meeting or to have the advance voting form or any power of attorney sent by post, please contact Euroclear Sweden AB on phone number +46 8 402 91 33 (Monday-Friday, 09.00-16.00 CET).
1. Opening of the General Meeting and election of Chair of the General Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to approve the minutes.
5. Determination of whether the General Meeting has been duly convened.
6. 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 issue authorization for the Board.
13. Closing of the General Meeting.
Proposal under item 1
The Nomination Committee proposes that the Chair of the Board, Jon Risfelt, or if he is prevented from attending, the person the Nomination Committee proposes instead, as the Chair of the General Meeting.
Proposal under item 2
The voting register proposed to be approved is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the share register and received advance votes, and verified and approved by the persons approving the minutes.
Proposal under item 4
Malin Björkmo (representing Handelsbanken Fonder), or if she is prevented from attending, the person instead appointed by the Board of Directors, is proposed to be elected to approve the minutes of the General Meeting together with the Chair. The task of approving the minutes of the General Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the General Meeting.
Proposal under item 7 b)
The Board of Directors proposes that the dividend for the financial year of 2021 shall be SEK 7 per share, in total SEK 191 860 200. In order to both support an increased interest in trading of the share and gain a more even liquidity across the year, thereby increasing the financial flexibility, payouts of dividend will in the future be made at two occasions during the year. The Board of Director therefore proposes dividends of SEK 3.50 with a planned record date on May 4, 2022 and SEK 3.50 with a planned record date on November 16, 2022. The dividends are expected to be distributed through Euroclear Sweden AB on May 9, 2022 and November 21, 2022 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 consist of Jon Risfelt, the Chair of the Board and the one convening the committee, the Chair of the Nomination Committee Teresa Enander, Formica Capital, Karin Dennford, JCE and Malin Björkmo, Handelsbanken Fonder.
The Nomination Committee proposes
that the number of Board members shall be six with no deputies;
that the fees paid to each Board member elected by the general meeting and not employed by the Company shall amount to SEK 270,000 and the fee to the Chair of the Board shall amount to SEK 725,000. A member of the remuneration committee shall receive an additional fee of SEK 35,000, and the chair of the remuneration committee shall receive an additional fee of SEK 70,000. A member of the audit committee shall receive an additional fee of SEK 68,000, and the chair of the audit committee shall receive an additional fee of SEK 135,000.
that the fees paid to the auditors shall be paid in accordance with approved invoices;
that Stefan Stefan Gardefjord, Camilla Monefeldt Kirstein, Kia Orback-Pettersson, Olof Cato, Sofia Karlsson and Jon Risfelt shall be re-elected as Board members. Jon Risfelt is proposed to be re-elected as the Chair of the Board;
that the registered accounting firm KPMG shall be re-elected as the auditor until the end of the AGM 2023. KPMG has stated that Helena Arvidsson Älgne in such case continues to be the auditor in charge.
Proposal under item 12
The Board of Directors proposes that the General Meeting authorizes it 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 this notice. 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 General Meeting.
The annual accounts, the auditor’s reports and other documents for the General Meeting will be available at the Company’s offices and the webpage, www.knowit.eu, at the latest from Monday, April 11, 2022. Copies of these documents will be sent to shareholders that request this and that state a postal address. The share register for the General Meeting will be available at the Company. All documents, including the share register, is presented by being available in this way.
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 no 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 2022
Knowit Aktiebolag (publ)
Board of Directors