Statement from Annual General Meeting of Knowit ABPublished 26 Apr 2018
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), Camilla Monefeldt Kirstein and Jon Risfelt. Election was made of Gunilla Asker, Stefan Gardefjord, Kia Orback-Pettersson, and Peder Ramel.
KPMG AB was elected until the end of the AGM 2019, with Helena Arvidsson Älgne as accountant-in-charge.
The AGM resolved upon a dividend of SEK 4,75 per share for the fiscal year 2017, with the record date of April 30 2018. Payment is expected to be made on May 4 2018.
Nomination committee for the AGM 2019
For the AGM 2019, the Nomination Committee shall consist of one representative for each of the three largest registered shareholders in terms of votes and the Chairman of the Board, who shall convene the first meeting of the committee, at the latest in October the year before the next AGM. The names of the members of the Nomination Committee with information about which shareholders they represent will be announced in conjunction with the Knowit's third quarter report, or, if any changes are made later, as soon as changes are made.
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 will be maximized and never exceed the fixed portion. The variable compensation is based on outcome in relation to the targets set and must be connected to the employee's performance. The variable compensation is on condition that the Company does not show a loss for the year the compensation refers to. The variable compensation shall not be pensionable.
Authorization on offset issue
The AGM decides on directed issues of in total no more than 90,000 shares, whereby the share capital of the Company may increase with in total no more than SEK 90,000, and that the issues shall be directed to the sellers of shares in and the holders of synthetic options drawn on Knowit Dataess AS, Knowit Experience AS, and Knowit Skåne AB..
The subscription price for the newly issued shares shall be the average purchase price for Knowit AB’s shares during the period from May 2 to May 8 2018, inclusive. Subscription can occur no earlier than May 11 2018 and no later than May 16 2018. Each seller’s payment for subscribed shares will be made at subscription through offset of each seller’s claim for consideration or the option holder’s claim for redemption. 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.