Report from the Annual General Meeting in Karnov Group AB (publ)
Karnov Group AB (publ), reg. no. 559016-9016, held on Tuesday 5 May 2020 its annual general meeting and resolved upon the following:
Adoption of the income statements and balance sheets, appropriation of the result and discharge from liability
The meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet in the annual report for the financial year 2019. The meeting also resolved to appropriate the company’s result in accordance with the Board of Directors’ proposal, meaning a dividend of SEK 0.45 per share to the shareholders and that the remaining funds is to be carried forward. The record date is 7 May 2020 and the dividend is expected to be distributed by Euroclear Sweden AB on 12 May 2020. The meeting also discharged the members of the Board of Directors and the CEO from liability for the financial year 2019.
Resolution on the fees to be paid to the members of the Board of Directors and the auditor
The meeting resolved, in accordance with the Nomination Committee’s proposal, that fees to the Board of Directors for the period until the end of the next AGM shall be SEK 575,000 for the chairman of the Board and SEK 315,000 for each of the other AGM-elected non-executive directors. It was further resolved that SEK 150,000 shall be paid to the chairman of the audit committee and SEK 50,000 for each of the other directors of the audit committee, and SEK 100,000 for the chairman of the renumeration committee and SEK 35,000 for each of the other directors of the renumeration committee.
The meeting also resolved that fee to the auditor shall be paid in accordance with approved invoice.
Election of members of the Board of Directors, chairman of the Board of Directors and auditor
The meeting resolved, in accordance with the Nomination Committee’s proposal, on re-election of existing Board members Magnus Mandersson, Ulf Bonnevier, Lone Møller Olsen and Mark Redwood and election of Salla Vainio as a new Board member. Magnus Mandersson was re-elected as chairman of the Board of Directors. The meeting also resolved, in accordance with the Nomination Committee’s proposal and the audit committee’s recommendation, on re-election of PricewaterhouseCoopers AB as auditor for the period up to and including the AGM 2021. PricewaterhouseCoopers AB has announced that Aleksander Lyckow will continue to serve as auditor in charge.
Guidelines for appointment of Nomination Committee and instruction for the Nomination Committee
The meeting resolved, in accordance with the Nomination Committee’s proposal, on guidelines for appointment of the Nomination Committee and instructions for the Nomination Committee.
Guidelines for compensation of senior executives
The meeting resolved, in accordance with the Board of Directors’ proposal, on guidelines for compensation of senior executives.
Long-term incentive program (LTIP 2020)
The meeting resolved, in accordance with the Board of Directors’ proposal, on establishment of a long-term incentive program (LTIP 2020), under which certain senior executives appointed after LTIP 2019 may be granted a total of 46,510 ordinary shares in the company subject to the satisfaction of certain vesting requirements. For the purpose of ensuring delivery of shares and hedging social security costs under LTIP 2020, it was further resolved on an authorisation for the Board of Directors to issue not more than 46,510 shares of series C to a third party designated by the company, on an authorisation for the Board of Directors to acquire such own shares of series C and for the Board of Directors to transfer not more than 46,510 own ordinary shares to the participants of LTIP 2020.
Authorisation for the Board of Directors to resolve on new issues of shares
The meeting resolved, in accordance with the Board of Directors’ proposal, on authorisation for the Board of Directors to, within the limits of the Articles of Association, until the next AGM, on one or more occasions, resolve to issue new ordinary shares of series A to the extent that the company’s share capital may be increased by an amount equal to not more than 10 percent of the registered share capital at the time of the 2020 AGM.
Amendment of the Articles of Association
The meeting resolved, in accordance with the Board of Directors’ proposal, to amend § 12 in the company’s Articles of Association. The amendment takes into account future legislation regarding that owner registration before general meeting must take place no later than four bank days prior to a general meeting, unlike five weekdays which are today’s requirement.
Additional information from the annual general meeting
Complete proposals regarding the resolutions by the annual general meeting in accordance with the above are available on the company’s website www.karnovgroup.com. Minutes from the annual general meeting will be made available on the company’s website www.karnovgroup.com no later than two weeks after the annual general meeting.
For more information, please contact:
Erik Berggren, Investor Relations Specialist
+45 52 19 65 52
This information was submitted for publication on 5 May 2020, at 5.00 p.m. CEST.
Karnov Group is a leading provider of mission critical information in the areas of legal, tax and accounting, and environmental, health and safety in Denmark and Sweden. With brands such as Karnov, Norstedts Juridik, VJS, Notisum, Legal Cross Border, and Forlaget Andersen, Karnov Group delivers knowledge and insights, enabling more than 60.000 users to make better decisions, faster – every day. With offices in Copenhagen, Stockholm, and Malmö, Karnov Group employs around 240 people. Net sales in 2019 amounted to SEK 757 M. The Karnov share is listed on Nasdaq Stockholm, Mid Cap segment under the ticker “KAR”. For more information, please visit www.karnovgroup.com.