Report from Annual General Meeting of Knowit Aktiebolag (publ)Published 03 May 2023
Knowit Aktiebolag (publ) has this day held its Annual General Meeting in the Company’s headquarter in Stockholm.
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 2022.
The Annual General Meeting resolved, in accordance with the Board’s proposal, on a dividend of SEK 7.50 per share divided on two occasions of SEK 3.75 per share and dividend occasion. The record dates for the dividend shall be May 5, 2023 and November 16, 2023. The dividend is expected to be distributed through Euroclear Sweden AB on May 10, 2023 and on November 21, 2023.
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 2022.
Board members and auditors
The Annual General Meeting resolved to re-elected Stefan Gardefjord, Camilla Monefeldt Kirstein, Kia Orback-Pettersson, Olof Cato, Sofia Karlsson 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 280,000 and that the fee to the Chair of the Board shall amount to SEK 750,000. A member of the remuneration committee shall receive an additional fee of SEK 36,000, and the chair of the remuneration committee shall receive an additional fee of SEK 73,000. A member of the audit committee shall receive an additional fee of SEK 70,000, and the chair of the audit committee shall receive an additional fee of SEK 140,000. 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.
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) authorisation 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 2023")
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 38 employees. In order to participate in LTIP 2023, 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 2023 is 110,000, which corresponds to approximately 0.4 percent of all shares and votes in the Company.
Authorisation 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 2023 and related costs the Annual General Meeting resolved, in accordance with the Board's proposal, to authorize the Board of Directors to resolve on acquisition of own shares and on transfer of own shares.
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 137,423 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 0.51 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 2023 at the time and on the other terms that apply under LTIP 2023. A maximum of 110,000 shares may be transferred.
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 18.30 PM CEST on May 3, 2023.