Notice of Annual General Meeting of Know IT Aktiebolag (publ)
Published: 23 March, 2010
Shareholders in Know IT AB (publ), 556391-0354 ("The Company") are hereby notified of the Annual General meeting which will be held at company headquarters at Klarabergsgatan 60, Stockholm, at 3:00 p.m. on Thursday, April 22, 2010.
Shareholders who wish to participate at the Annual General Meeting must:
both be entered in the share register maintained by Euroclear Sweden AB no later than Friday, April 16, 2010,
and provide notice of attendance to the Company no later than 4:00 p.m. on Tuesday, April 20, 2010,
either in writing, addressed to "Annual Shareholders' Meeting," Box 3383, 103 68 Stockholm or by fax to +46-8-700 66 10, or by email to email@example.com or by phone at +46-8-700 66 00. When registering, shareholders should state their name, personal identification or corporate identity number, address and telephone number, representatives, if any, and registered holding.
A shareholder whose shares are registered in the name of a trustee via a bank or securities firm must, to participate in the meeting, have the shares temporarily registered in his or her own name, in Euroclear Sweden AB’s share register, no later than April 16, 2010.
At the time of publication of this notice, the total number of shares and votes in the Company is 16,268,021.
Shareholders who are not present in person at the meeting may be represented by proxy carrying a Power of Attorney in writing, signed and dated by the shareholder. The Power of Attorney must be no less recent than one year. The Company provides shareholders with a Power of Attorney form. This form is available at the Company’s offices, the Company webpage, www.knowit.se, by fax, +46-8-700 66 10, by email, firstname.lastname@example.org, and by phone, 08-700 66 00. The Power of Attorney, in its original, must be sent by letter, well before the meeting, to the address listed above. If the Power of Attorney is issued by a legal entity, then a certified copy of the legal entity's certificate of registration must also be enclosed.
Please note that notification of the shareholder’s participation at the Annual General Meeting must be performed, even if the shareholder wishes to vote through a proxy. A Power of Attorney is not valid as a notice of attendance.
1. Opening of meeting and election of Chairman of the meeting.
2. Drawing up and approval of list of voters.
3. Approval of the meeting agenda.
4. Election of one or two persons to approve the minutes.
5. Determination of whether the meeting has been duly convened.
6. Presentation of the Annual Report, the Auditor's Report, the Consolidated Accounts and the Auditor's Report on the Consolidated Accounts.
7. President’s speech.
8. Resolutions regarding:
a) adoption of the income statement, balance sheet, consolidated income statement, and consolidated balance sheet,
b) distribution of the Company’s profits in accordance with the adopted Balance Sheet and record date for dividends,
c) discharge from liability for Directors and the Chief Executive Officer.
9. Determination of the number of Board Directors and deputy members (if any).
10. Determination of fees to be paid to the Directors and the Auditors.
11. Election of the Board Directors, deputy members and Chairman of the Board.
12. Resolution on Nomination Committee for the 2011 Annual General Meeting.
13. Resolution on remuneration guidelines for senior executives.
14. Resolution authorizing the Board of Directors to resolve on new share issues ion.
15. Resolution authorizing the Board of Directors to resolve on acquisitions and disposal of own shares.
16. Resolution on changes to the Articles of Association.
17. Closing of the meeting.
Proposal for resolution regarding item 1
The nomination committee proposes the Chairman of the Board, Mats Olsson, is elected as Chairman of the meeting.
Proposal for resolution regarding item 8 b)
The Board of Directors proposes payment of a dividend of SEK 2.25 per share and that the record date be set to Tuesday, April 27, 2010. Given this record date, Euroclear Sweden AB should be able to issue the dividend on Friday, April 30, 2010.
Proposal for resolutions regarding items 9-12
The nomination committee consists of Mats Olsson, Chairman of the Board and convener of the committee, Gunnar Lindberg, Länsförsäkringar Småbolagsfond, Björn Franzon, Swedbank Roburs Småbolagsfond and Pekka Seitola, Rebalk S.a.r.l.
The nomination committee proposes the following:
that the number of Board Members be set to six, with no deputies;
that remuneration be paid to the Board Members by a total of SEK 1,020,000, of which SEK 320,000 to the Chairman and SEK 140,000 to each member, and that auditor’s fees will be paid as per account
that the Board Members Carl-Olof By, Mats Olsson, Pekka Seitola, Kerstin Stenberg, Anna Vikström Persson and Ben Wrede are re-elected. Mats Olsson is proposed as Chairman of the Board.
that the annual general meeting resolve to establish a Nomination Committee for the AGM 2011 consisting of a representative for each of the three largest registered shareholders, in terms of votes, in the register handled by Euroclear Sweden AB, as per September 30, 2010, and the Chairman of the Board, to convene the first meeting of the committee. The chairman of the nomination committee will be the representative of the largest shareholder, or else the member of the committee who volunteers. If any of the three largest shareholders in terms of votes refrains from taking a seat on the nomination committee, that place will be offered to the fourth biggest shareholder in terms of votes, etc., until such time as the owners are represented by three shareholders. 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 2010. The task of the Nomination Committee is to put forward proposals at the 2011 shareholders' meeting for the AGM chairman, Board of Directors, Chairman of the Board, fees for Directors and auditors, as well as proposals for nomination procedures. The Nomination Committee is appointed for the period until such time as the next committee is appointed. No fee is paid to the members of the Nomination Committee. The Company shall recompense any costs that arise in connection with the Nomination Committee's work.
Proposal for resolution regarding item 13
The Board of Directors suggests that the AGM resolve on the following guidelines remuneration for senior executives. Remuneration consists of fixed salary, a variable component as well as pension and other benefits. The total compensation package shall be market-based and competitive, reflecting the employee's area of responsibility and the complexity of the position.
Variable compensation will be maximized and never exceed the fixed portion. Variable compensation will be based on outcome in relation to established targets and linked to employee performance. The compensation is on condition that the Company does not show a loss for the year the compensation refers to. Variable compensation shall not be pensionable.
Pension benefits should normally consist of defined fees related to the employee's fixed salary. Other benefits, such as company cars and healthcare plans, should be competitive in relation to other players. If the Group serves notice of termination, the maximum term of notice is one year. Severance pay should not exist. The Board may depart from the guidelines in individual cases if there are particular circumstances for such departure.
Proposal for resolution regarding item 14
The Board proposes that the annual general meeting authorize it to, on one more occasions prior to the next annual general meeting, approve an increase in share capital up to a maximum of SEK 1,000,000 through one or more issues up to a combined maximum of 1,000,000 shares. It is proposed that this authorization shall entitle the Board to decide whether to conduct the issue waiving shareholders' preferential rights and/or with conditions for non-cash issue and/or setoff or otherwise with provisions. The reason for allowing waiving shareholders' preferential rights is to enable the Board to create conditions under which it can acquire other companies. When an issue waives shareholder’s preferential rights, the issue price shall be set to a value adjusted to market conditions.
A valid resolution pursuant to this item 14 requires that it is supported by shareholders representing at least two thirds of the votes cast as well as the shares represented at the meeting.
Proposal for resolution regarding item 15
The Board proposes that the annual general meeting authorize it, on one or more occasions prior to the next annual general meeting, to decide to repurchase a maximum of as many of the Company's shares so that its holdings do not at any time exceed ten percent of all shares in the Company. Acquisitions may be made on the OMX Nordic Exchange Stockholm ("Nordic Exchange") or through an offer to all shareholders in the Company. Acquisitions on the Nordic Exchange may be made at a price per share within the listed price interval at any given time. Payment for the shares shall be made in cash.
Moreover, the Board of Directors proposes that the annual general meeting resolve to authorize the Board, on one or more occasions during the time until the next annual general meeting, to decide to dispose of the Company's own shares. This authorization applies to all own shares that the Company holds at the time of the Board's decision about disposal. The authorization involves the right to decide, in connection with acquisition of companies or businesses, to waive shareholders' preferential rights and that payment can be made in forms other than cash or offset against claims. Consideration for the shares disposed of shall correspond to the appraised market value.
The purpose of the authorization is to enable the Board to use repurchased shares in connection with acquisitions of companies or businesses.
A valid resolution pursuant to this item 15 requires that it is supported by shareholders representing at least two thirds of the votes cast as well as the shares represented at the meeting.
Proposal for resolution regarding item 16
The Board of Directors proposes that the first section of §9 of the Articles of Association be changed as follows:
Notice of the annual shareholders’ meeting shall be provided in the form of announcements in Post- och Inrikes Tidningar and Dagens Industri.
Notice of the annual shareholders’ meeting shall be provided in the form of announcements in Post- och Inrikes Tidningar and on the company webpage. That notice has been provided shall be announced in Dagens Nyheter.
The Board also suggests that the second section of §9 be deleted from the Articles of Association.
The Board further suggests that the AGM’s decision regarding changes to §9 of the Articles of Association be on condition that an alteration of the manner in which AGMs should be announced according the Swedish Companies Act (SFS 2005:551) has taken effect, making the suggested wording of §9 compatible with the aforementioned Companies Act.
A valid resolution pursuant to this item 16 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 meeting.
Annual accounts, the auditor’s reports and other material for the AGM will be available at the Company’s offices and the webpage, www.knowit.se, at the latest from Thursday, April 8, 2009. Copies of these materials will be sent to shareholders who desire them and state a postal address.
Stockholm, March 2010
Know IT AB (publ)
The Board of Directors