Pre-Annual General Meeting Information • Mar 26, 2025
Pre-Annual General Meeting Information
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N.B. The English text is an unofficial translation of the Swedish original and in case of any discrepancies between the Swedish text and the English translation the Swedish text shall prevail
Shareholders of Knowit Aktiebolag (publ) (the "Company"), org. nr 556391-0354, are hereby notified of the Annual General Meeting which will be held at the Company's headquarter, Sveavägen 20, Stockholm, Sweden, at 1:00 pm on Tuesday, April 29, 2025. Registration for the Annual General Meeting will commence at 12:30 pm.
The Board of Directors has decided, pursuant to the Company's articles of association, that shareholders shall also have the right to exercise their voting rights by postal voting. Shareholders may therefore choose to exercise their voting rights at the Meeting by attending in person, through a proxy or by postal voting.
Shareholders who wish to participate at the General Meeting must:
In order to have the right to participate in the Annual General Meeting, a shareholder who has their shares registered in the name of a nominee must, in addition to notifying the Company of their participation, have the shares re-registered in their own name so that the shareholder is entered into the register of shareholders no later than on April 17, 2025. Such registration can be temporarily and be requested at the nominee well in advance before the General Meeting. Reregistrations made at the latest on April 23, 2025 will be taken into account when preparing the share register.
Shareholders who wish to participate at the meeting venue, in person or by proxy, must give notice to participate no later than on Wednesday, April 23, 2025, in one of the following ways:
When registering, shareholders should state their name, personal identification or corporate identification number, address and telephone number, advisors, if any, and registered holding of shares.
Shareholders who wish to be represented by proxy must issue a written and dated power of attorney which is signed by the shareholder. The power of attorney cannot be older than one year, however not when the power of attorney according to its wording is valid for a longer period, maximum five years. The proxy form can be obtained at the Company's office, on the Company's website, www.knowit.se, per e-mail at [email protected] or by phone +46 8 700 66 00. The power of attorney in original must be at the Company under the abovementioned address well in advance before the General Meeting. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity shall be attached the notification.
Shareholders who wish to participate in the Annual General Meeting by postal voting give notice to participate by casting its postal vote in accordance with the instructions below so that the postal vote is received by Euroclear Sweden AB on behalf of the Company no later than on Wednesday, April 23, 2025.
Shareholders who wish to attend the meeting venue in person or by proxy, must give notice in accordance with the instructions listed under "B. Notice of attendance for participating in person or through a proxy" above. Hence, a notification of participation only through postal voting is not sufficient for shareholders who also wish to attend the meeting venue.
A special form shall be used for postal voting. The form for postal voting is available at the Company's website, www.knowit.se and is also provided by the Company upon request.
The completed and signed form for postal voting shall be either sent by post to Knowit Aktiebolag (publ), c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by e-mail to [email protected]. Shareholders may also cast their postal vote electronically through verification with BankID via Euroclear Sweden AB's website, https://anmalan.vpc.se/EuroclearProxy/.
Shareholders who wish to vote by proxy must issue a written and dated power of attorney which is signed by the shareholder. The power of attorney cannot be older than one year, however not when the power of attorney according to its wording is valid for a longer period, maximum five years. The proxy form can be obtained at the Company's office, on the Company's website, www.knowit.se, per e-mail at [email protected] or by phone +46 8 700 66 00. The power of attorney in original must be at the Company under the abovementioned address well in advance before the General Meeting. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity shall be attached the notification.
The shareholder may not provide specific instructions or conditions to the postal vote. If so, the vote (i.e., the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting and at Euroclear Sweden AB's website, https://anmalan.vpc.se/EuroclearProxy/.
Closing of the General Meeting.
The Nomination Committee proposes that the Chair of the Board, Jon Risfelt, is elected as the Chair of the General Meeting.
The Board of Directors proposes that the dividend for the financial year of 2024 shall be SEK 2.30 per share, in total SEK 62,805,180 to be paid on two occasions, as in the previous year. The Board of Directors proposes a dividend of SEK 1.15 with a planned record date on May 2, 2025, and SEK 1.15 with a planned record date on November 18, 2025. The dividends are expected to be distributed through Euroclear Sweden AB on May 7, 2025, and November 21, 2025, respectively.
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).
The Nomination Committee consists of Jon Risfelt, the Chair of the Board and the one convening the committee, the Chair of the Nomination Committee Teresa Enander (Formica Capital), Niklas Flyborg (JCE Group) and Jonas Backman (Protector Forsikring).
The Nomination Committee proposes
that the number of Board members shall be six without deputies;
that the fees paid to each Board member elected by the general meeting and not employed by the Company shall amount to SEK 300,000 (290,000) and the fee to the Chair of the Board shall amount to SEK 850,000 (770,000). A member of the remuneration committee shall receive an additional fee of SEK 38,000 (37,000), and the chair of the remuneration committee shall receive an additional fee of SEK 80,000 (75,000). A member of the audit committee shall receive an additional fee of SEK 74,000 (72,000), and the chair of the audit committee shall receive an additional fee of SEK 150,000 (145,000).
that the fees paid to the auditors shall be paid in accordance with approved invoices;
that Stefan Gardefjord, Kia Orback-Pettersson, Olof Cato and Sofia Sahlberg] shall be re-elected, and new election of Per Sjöstrand and Mattias Lewrén as Board members. Jon Risfelt and Camilla Monefeldt Kirstein has declined re-election. Per Sjöstrand is proposed as the Chair of the Board;
that the registered accounting firm KPMG shall be re-elected as the auditor until the end of the annual general meeting of 2026. KPMG has stated that Jonas Eriksson in such case will be the auditor in charge.
Information on the members proposed for new election can be found in the Nomination Committee's proposals and motivated opinion which is available on the Company's website, www.knowit.se. Information on the members proposed for re-election can be found in the corporate governance section on the Company's website, www.knowit.se
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 Board of Directors proposes that the annual general meeting resolves to implement a longterm share-based incentive program ("LTIP 2025") for members of the corporate management team and certain other key persons in the Knowit group (the "Group") in accordance with (A) below. To hedge the Company's obligations under LTIP 2025 and related costs, the Board of Directors also proposes that the annual general meeting resolves on (i) an authorisation for the Board of Directors to resolve on acquisition of own shares and (ii) transfer of own shares in accordance with (B) below.
The Board of Director's proposals for resolutions under (A) and (B) below constitutes a combined proposal, which shall be resolved upon as one resolution.
The main motive for implementing LTIP 2025 is to align the interests of the members of the corporate management team and other key persons with the interests of the shareholders to ensure maximum long-term value creation and to encourage such persons to own shares in the Company. LTIP 2025 is also considered to facilitate the Company's recruitment and retention of members of the corporate management team and other key persons.
The proposed program has the same structure as the programs resolved on at the annual general meetings in 2023 and 2024.
LTIP 2025 includes approximately 39 employees, consisting of members of the corporate management team and members of local, as well as extended management teams at business area level (each such person a "Participant" and collectively the "Participants"). To participate in LTIP 2025 the Participant must make an own investment in shares in the Company according to the terms and conditions of the program and allocate the shares to the program. Each share acquired for this purpose constitutes an "Investment Share". Depending on which participant category the Participant belongs to, the Participant are granted a certain number of performance share rights ("Share Rights") for each Investment Share acquired. After the set vesting period, the Participants will be allotted shares in the Company free of charge provided that certain conditions are met. These conditions are, with certain exceptions, continued employment in the Group during the vesting period, that the Participant continues to own shares in the Company during the same period, and that certain performance targets have been met. Each Share Right can entitle the Participant to be allotted one share in the Company free of charge. The maximum number of shares in the Company that may be allotted to the Participants under LTIP 2025 shall be limited to 181,000, which corresponds to approximately 0.66 percent of all shares and votes in the Company.
The Participants in LTIP 2025 are broken down into three categories. The first category includes the Company's CEO, the Company's CFO and those other members of the corporate management team who are responsible for business areas (6 persons) ("Category 1"), the second category includes the remaining members of the corporate management team, i.e. those who are responsible for staff functions (3 persons) ("Category 2"), and the third category includes members of local, as well as extended management teams at business area level (approximately 30 persons) ("Category 3").
To participate in LTIP 2025 the Participant must make an own investment in Investment Shares and allocate these to the program. The Investment Shares shall be acquired at market price on Nasdaq Stockholm and the acquisition shall take place within two months from the day the Participant entered into an agreement with the Company regarding participation in LTIP 2025. If the Participant is prevented from acquiring Investment Shares during this period according to market abuse regulations or similar regulations, the Board of Directors shall be entitled to extend the investment period for such Participant. The Board of Directors shall further be entitled to extend the investment period for a Participant for other reasons in exceptional cases. Shares in the Company that the Participant already holds cannot constitute Investment Shares.
Each Participant may invest an amount corresponding to a maximum of 10 percent of their fixed annual salary before tax (based on the salary level after 2025 salary revision) in Investment Shares. After the annual general meeting, but before agreements regarding participation is entered into with the Participants, said amounts will be converted into a fixed number of Investment Shares that each of the Participants in maximum may invest in. The conversion will be made by dividing each Participant's maximum investment amount calculated as above by the volume weighted average price for the Company's share on Nasdaq Stockholm during the period from 30 April 2025 up to and including 7 May 2025. Should the volume weighted average price for the Company's share during the said period be so low that the number of Share Rights which the total maximum number of Investment Shares, calculated as above, may entitle to exceeds 181,000, the number of Investment Shares that each Participant may invest in shall be reduced pro rata to the extent required for the program to include a maximum 181,000 Share Rights.
For Category 1 each Investment Share entitles to 4 Share Rights, for Category 2 each Investment Share entitles to 3 Share Rights and for Category 3 each Investment Share entitles to 2 Share Rights.
The vesting period begins on the day the Participant enters into an agreement regarding participation in LTIP 2025 with the Company and ends on the day that falls three years thereafter (the "Vesting Period"). Any allotments of shares in the Company based on Share Rights shall normally be made within two months after the publication of the Company's interim report for the period January – March 2028.
The following conditions shall apply to the Share Rights:
The performance targets consist of three targets – target 1, target 2 and target 3 – which are described in more detail below, where the three different targets have different weight. Target 1 is weighted 45 percent, target 2 is weighed 45 percent and target 3 is weighted 10 percent. The number of Share Rights entitling to allotment of shares depend on to what degree the targets are met in relation the minimum and maximum levels set for each target. That a target is weighted at 45 percent means that 45 percent of the Share Rights that have been granted entitles to allotment of shares if the degree of fulfilment of the target reaches the maximum level and the other conditions for allotment are met. That a target is weighted at 10 percent means, correspondingly, that 10 percent of the Share Rights that have been granted entitles to allotment of shares if the degree of fulfilment of the target reaches the maximum level and the other conditions for allotment are met. The "Performance period" refers to the period from 1 January 2025 up to and including 31 December 2027.
Target 1 Target 1 consists of the average annual growth in earnings per share measured over the Performance Period. Target 1 is measures as an average of the outcome for each of the financial years 2025, 2026 and 2027. For any allotment at all according to target 1, it is required that the average annual growth in earnings per share amounts to at least 7 percent measured over the Performance Period (minimum level). For full allotment according to target 1, it is required that the average annual growth in earnings per share amounts to at least 15 percent measured over the Performance Period (the maximum level). If the average annual growth in earnings per share is equal to or less than the maximum level but exceeds the minimum level, allotment shall be made linearly based on intermediate values with start at 20 percent allotment at the minimum level (20 percent allotment means 20 percent of full allotment connected to the target).
The Board of Directors shall be responsible for the preparation of the more detailed terms and conditions for LTIP 2025 and for the administration of the program within the above-mentioned conditions and guidelines. The Board of Directors may, amongst other things, in more detail determine what, besides a personal direct investment, to be considered as an own investment in Investment Shares (for example an investment in shares in the Company made by a Participant within the framework of a pension insurance or through a wholly owned company). Allotment of Share Rights and shares shall, however, always be made to a Participant as person. The Board of Directors shall also be entitled to make adjustments to fulfil specific regulations or market conditions in other jurisdictions or, if delivery of shares to Participants outside Sweden cannot be made at reasonable costs and with reasonable administrative efforts, to make country-specific adjustments and/or offer cash settlement. If material changes occur in the Group or in its business environment that would entail that the decided terms for allotment and the possibility to exercise the Shares Rights in accordance with LTIP 2025 no longer are appropriate or are unreasonable, the Board of Directors shall also have the right to make other adjustments. The Board of Directors shall also have the right to revoke the program. Before finally determining the number of shares to be allotted based on the Share Rights, the Board of Directors shall assess whether the outcome of LTIP 2025 is reasonable. This assessment shall be made in relation to the Company's and the Group's financial results and financial position, conditions on the stock market and other circumstances. If the Board of Directors is of the opinion that the outcome is not reasonable, the Board of Directors shall reduce the number of shares to be allotted. The Board of Directors shall also have the right to make such adjustments that may become relevant due to legal or administrative conditions. In the case of a public takeover bid, a merger or any other similar transaction or event affecting the Company, the Board of Directors shall be entitled to decide that all or some of the Share Rights shall vest and entitle to allotment of shares in advance or that the Shares Rights shall be exchanged to other share rights.
The Company shall have a right, but no obligation, to, before delivering shares to the Participants, retain and sell the number of shares required, or by other means, to cover the cost for withholding and paying tax and social security contributions on behalf of the Participants in relation to vested Share Rights for remittance to tax authorities. It is the Board of Directors who decides whether the Company shall use this right and to what extent. If the Company uses the right, shares will be delivered net to the Participants after the number of shares that vested Share Rights entitles to have been reduced by the number of shares that the Company has retained to cover mentioned costs.
The Board of Directors shall be entitled to delegate its rights and obligations related to LTIP 2025 to its remuneration committee.
As mentioned above under the heading "LITIP 2025 in summary", the maximum number of shares in the Company that may be allotted to the Participants under LTIP 2025 shall be limited to 181,000, which corresponds to approximately 0.66 percent of all shares and votes in the Company.
The number of shares that each Share Right entitles to, may, in accordance with the detailed terms and conditions that the Board of Directors stipulates, be subject to recalculation in case of bonus issues, share splits or reverse share splits, preferential rights issues or similar corporate events, taking customary practice for corresponding types of incentive programs into account. Correspondingly, the maximum number of shares that may be allotted to the Participants under LTIP 2025 may, in accordance with the detailed terms and conditions that the Board of Directors stipulates, be subject to recalculation in case of bonus issues, share splits or reverse share splits, preferential rights issues or similar corporate events, taking customary practice for corresponding types of incentive programs into account.
The company will recognise costs based on the fair value of the Share Rights at grant, in accordance with IFRS 2. The costs will be booked as personnel costs in the income statement over the Vesting Period. In addition, any Participants outcome will incur costs for social security contributions for the Company. The size of the social security contributions will be calculated based on the share price development for the Company's share during the Vesting Period.
Based on the assumptions that the shares price will be SEK 145 at the start of the program as well as when the Shares Rights are granted, all Participants who are offered to participate in the program participate, each of them make a maximum investment and retain their Investment Shares during the Vesting Period, the employee turnover among the Participants is zero percent during the Vesting Period, the performance targets are met to 100 percent, a share price increase of 150 percent during the period from the start of the program until shares are allotted and no changes in the percentages for social security contributions in any country during the program, the costs for LTIP 2025 are estimated to approximately SEK 37.9 million, of which approximately SEK 14.0 million are costs for social security contributions.
In case of maximum outcome in the program, i.e. that the maximum number of shares that can be allotted to the Participants under the program are allotted and the value of the number of shares in the Company that each Share Right entitles to, at the time of the allotment, amounts to SEK 580, the costs for LTIP 2025 are estimated to approximately SEK 48.4 million, of which approximately SEK 24.4 million are costs for social security contributions.
The cost of LTIP 2025 should be seen in relation to the Group's total personnel costs, which during the financial year 2024 amounted to approximately SEK 4.1 billon, including costs for social security contributions.
To hedge the Company's obligations under LTIP 2025 and related costs, the Board of Directors therefore proposes that the annual general meeting resolves on an authorisation for the Board of Directors to resolve on acquisition of own shares and transfer of own shares in accordance with (B) below. Of the number of shares covered by the proposal for authorisation for the Board of Directors to resolve on acquisition of own shares, 42,200 are intended to hedge costs of social security contributions that may arise under LTIP 2025.
The 181,000 shares that may be allotted the Participants in LTIP 2025 free of charge may result in a dilution of earnings per share of approximately 0.66 percent.
It is the Board of Directors' assessment that the positive effects on the Company's financial results that are expected to arise through an increase in the Participants' shareholdings and the opportunity for additional allotment of shares under LTIP 2025 outweigh the costs related to the program.
There are two long-term incentive programs in the Company since earlier – LTIP 2023 and LTIP 2024. For a description of these programs, reference is made to note 7 in the Company's annual report for 2024, which will be kept available at the Company's office and at the Company's webpage, www.knowit.se, on 8 April 2025 at the latest.
The Board of Directors proposes that the annual general meeting resolves to authorise the Board of Directors to, during the period until the next annual general meeting, on one or more occasions, resolve on acquisition of own shares in accordance with the following:
The Board of Directors has issued a reasoned statement according to Chap. 19, Sec. 22 of the Swedish Companies Act. The statement is kept available at the Company's office and at the Company's webpage, www. knowit.se.
The Board of Directors proposes that the annual general meeting resolves on transfer of own shares in accordance with the following:
The reason for the deviation from the shareholders' preferential rights is that the transfer of the shares is a part of the execution of LTIP 2025.
The Board of Director's proposal for resolutions under (A) and (B) have been prepared by the remuneration committee and the Board of Directors together with external advisors. The Board of Directors has resolved to present the proposal at the annual general meeting.
The Board of Directors' proposals for resolutions under (A) and (B) constitutes a combined proposal, which shall be resolved upon as one resolution. The resolution is subject to the provisions in Chapter 16 of the Swedish Companies Act, and a valid resolution hence requires that the proposal is supported by shareholders with at least nine-tenth of both the votes cast and the shares represented at the annual 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 Company's webpage, www.knowit.se, at the latest from Tuesday, April 8, 2025. Copies of these documents will be sent to shareholders that request it and state their postal address.
The Board and the CEO shall, if any shareholder requests it, and the Board considers that it 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.
The total number of shares and votes in the Company as of the date of this notice is 27,408,600. The Company holds 102,000 own shares.
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Stockholm in March 2025
Knowit Aktiebolag (publ)
Board of Directors
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