Statement from Annual General Meeting of Knowit ABPublished 25 Apr 2017
Knowit AB (publ) has this day held its Annual General Meeting and resolved upon the following:
Board of Directors
The AGM re-elected Mats Olsson (chairman), Carl-Olof By, Eva Elmstedt, Liselotte Hägertz Engstam, Camilla Monefeldt Kirstein and Jon Risfelt as the Board of Directors.
Öhrlings PricewaterhouseCoopers AB was re-elected until the end of the AGM 2018, with Anna-Clara af Ekenstam as principal auditor.
The AGM resolved upon a dividend of SEK 3.75 per share for the fiscal year 2016, with the record date of April 27, 2017. The dividend is expected to be issued on May 3, 2017.
Nomination committee for the AGM 2018
For the AGM 2018, the Nomination Committee shall consist of one representative for each of the three largest registered shareholders in terms of votes, on the last bank day of September 2017, and the Chairman of the Board, who shall convene the first meeting of the committee. The names of the members of the Nomination Committee with information about which shareholders they represent will be announced in conjunction with the Company's third quarter report 2017.
Guidelines for remuneration to senior executives
The AGM resolved on guidelines for remuneration to senior executives. Remuneration will consist of fixed salary, a variable component as well as pension and other benefits. The variable compensation is on condition that the Company does not show a loss for the year the compensation refers to. Variable compensation will be maximized and never exceed the fixed portion. Variable compensation shall not be pensionable.
Authorization for the Board to approve offset issue
The AGM decided on directed issues of in total no more than 220,000 shares, whereby the share capital of the Company may increase with in total no more than SEK 220,000, and that the issues shall be directed to the sellers of non-controlling interest shares in the subsidiaries Knowit Experience eCommerce AB, Knowit Dataess AS and Knowit Quality Management Oslo AS.
The final number of newly issued shares can be lower – but not higher – than the maximum number 220,000 shares, as stated above.
The subscription price for the newly issued shares shall be the average purchase price for Knowit AB’s shares during the period from April 28 to May 5 2017, inclusive. Subscription can occur no earlier than May 8 2017 and no later than May 11 2017. Each seller’s payment for subscribed shares will be made at subscription through offset of each seller’s claim for purchase price or the option holder’s claim for compensation. Over-subscription is not allowed.
Authorization for the Board to approve new issues
The AGM decided to authorize the Board 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. The share issues may 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 reason for allowing waiving of shareholders' preferential rights is to enable the use of newly issued shares in the acquisition of other companies or operations.
The information contained herein is such as shall be made public by Knowit, in accordance with the EU Market Abuse Regulation and/or the Securities Market Act. This press release was made public at 5:30 PM on April 25 2017.