Notice of the Extraordinary General Meeting of Knowit Aktiebolag (publ)
The Extraordinary General Meeting of Knowit Aktiebolag (publ) (the ”Company”), org. nr 556391-0354, will be held on Thursday, September 9, 2021.
Due to the extraordinary situation as a result of Covid-19, the General Meeting will be held in a different way than usually. In order to reduce the risk of spreading the new coronavirus and having regard to the authorities’ regulations and advice on avoiding public gatherings, the General Meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place, i.e. the General Meeting will be held without physical presence.
QUESTIONS
Since no meeting with the opportunity to attend in person or by proxy will be held, there will be no opportunity to ask questions at the General Meeting. Questions in accordance with Chapter 7, Section 32 of the Swedish Companies Act can instead be sent in advance by post to the Company on address Knowit Aktiebolag, Box 3383, 103 68 Stockholm or by e-mail to info@knowit.se, no later than on Monday, August 30, 2021. The questions will be answered and published no later than on Saturday, September 4, 2021. The questions and the answers will be available at the Company at Klarabergsgatan 60 in Stockholm and on the Company’s webpage, www.knowit.se, and will be sent to the shareholder if the shareholder’s address is known or has been provided by the shareholder along with the question.
Information on the resolutions passed at the General Meeting will be published on Thursday, September 8, 2021, as soon as the result of the voting has been finally confirmed.
RIGHT TO ATTEND AND NOTIFICATION TO THE COMPANY
Shareholders wishing to attend the General Meeting through advance voting must:
- be entered as a shareholder in the share register kept by Euroclear Sweden AB on Wednesday, September 1, 2021, and
- notify by casting its advance vote in accordance with the instructions under the heading Advance voting below so that the advance voting form is received by Euroclear Sweden AB no later than on Wednesday, September 8, 2021.
In order to participate in the General Meeting, those whose shares are registered in the name of a nominee must request their bank or broker to have their shares registered in their own name with Euroclear Sweden AB no later than on Friday, September 3, 2021. This registration may be made temporarily.
ADVANCE VOTING
The shareholders may exercise their voting rights at the General Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on the Company’s webpage, www.knowit.se. The advance voting form is considered as the notification of participation.
The completed voting form must be received by Euroclear Sweden AB (which administers the forms on behalf of the Company) no later than on Wednesday, September 8, 2021. The form shall in due time be submitted via e-mail to GeneralMeetingService@euroclear.com or via post to Knowit Aktiebolag, ”EGM”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm. Shareholders who are natural persons may also cast their advance votes electronically through BankID verification via Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.
In the advance voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter shall take place if the Meeting decides on it or if shareholders of at least one tenth of all shares in the Company requests it.
If the shareholder votes in advance by proxy, a signed and dated power of attorney shall be enclosed to the form. The power of attorney may not be older than one year. However, a longer period of validity may be specified on the power of attorney, although no longer than five years from the date of issue. Forms of power of attorney are available at the Company’s office, on the Company’s webpage, www.knowit.se or by e-mail on info@knowit.se. If the power of attorney is issued by a legal entity, a verified copy of the registration certificate or an equivalent authority document for the legal entity must be appended to the advance voting form.
Further instructions and conditions are included in the advance voting form.
For questions about the General Meeting or to have the advance voting form or any power of attorney sent by post, please contact Euroclear Sweden AB on phone number +46 8 402 91 33 (Monday-Friday, 09.00-16.00 CET).
PROPOSED AGENDA
- Opening of the General Meeting and election of Chair of the General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to approve the minutes.
- Determination of whether the General Meeting has been duly convened.
- Resolution on the number of Board Members.
- Resolution on remuneration payable to the Board Members.
- Election of Board Members.
- Closing of the General Meeting.
Proposal under item 1
The Nomination Committee proposes that the Chair of the Board, Jon Risfelt, or if he is prevented from attending, the person the Nomination Committee proposes instead, as the Chair of the General Meeting.
Proposal under item 2
The voting register proposed to be approved is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the share register and received advance votes, and verified and approved by the persons approving the minutes.
Proposal under item 4
Malin Björkmo, or if she is prevented from attending, the person instead appointed by the Board of Directors, is proposed to be elected to approve the minutes of the General Meeting together with the Chair. The task of approving the minutes of the General Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the General Meeting.
Proposal under items 6-8
The Nomination Committee consist of Jon Risfelt, the Chair of the Board, the Chair of the Nomination Committee Carl Backman appointed by JCE Group AB, Olof Cato appointed by Formica Capital I AB, and Lennart Francke appointed by Swedbank Robur Fonder.
The Nomination Committee proposes
that the number of Board members shall be increased from six to eight;
that the fees paid to each Board Member proposed below shall amount to SEK 130,000 (corresponding to half of the remuneration received by the Board Members elected at the Annual General Meeting).
that Olof Cato and Sofia Karlsson shall be elected as Board Members. Thereafter the Board will consist of Jon Risfelt (chariman), Gunilla Asker, Stefan Gardefjord, Camilla Monefeldt Kirstein, Kia Orback-Pettersson, Peder Ramel, Olof Cato and Sofia Karlsson.
Information about the proposed Board Members is available on the Company’s website.
DOCUMENTS
Documents for the General Meeting are available at the Company’s offices and the webpage, www.knowit.se. Copies of these documents will be sent to shareholders that request this and that state a postal address. All documents, including the share register, is presented by being available in this way.
SHARES AND VOTES
The total number of shares and votes in the Company as of the date of this notice is 27,408,600. The Company holds no own shares.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
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