Notice of Extraordinary General Meeting of Know IT Aktiebolag (publ)
Published: 8 December, 2009
The shareholders of Know IT AB (publ), 556391-0354 (“the Company”) are hereby given notice to attend an Extraordinary General Meeting to be held at company headquarters at Klarabergsgatan 60, Stockholm, on Tuesday, December 29, 2009 at 12:00 noon.
To be entitled to participate at the Extraordinary General Meeting, shareholders must:
be recorded in the register of shareholders maintained by Euroclear Sweden AB on Monday, December 21, 2009,
notify the Company of their intention to attend the Extraordinary General Meeting no later than 4:00 p.m. on Monday, December 28, 2009, either in writing addressed to “Extraordinary General Meeting,” Box 3383, 103 68 Stockholm, or by fax, +46 (0)8-700 66 10, or by e-mail, email@example.com, or by telephone +46 (0)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.
To participate in the Extraordinary General Meeting, shareholders whose shares are registered in the name of a trustee via a bank or securities firm must temporarily be entered, in their own name, in the share register maintained by Euroclear Sweden AB not later than Monday, December 21, 2009.
At the time of publication of this notification the total number of shares and votes in the Company is 14 922,971.
A shareholder’s rights may be exercised at the Extraordinary General Meeting by an authorized proxy. A proxy form must be in writing, dated, and signed by the shareholder and may not be more than one year old. The Company provides the shareholders with a proxy form for this purpose. The proxy form may be obtained from the Company’s office, on the Company’s web site: www.knowit.se, by fax +46 (0)8-700 66 10, by e-mail firstname.lastname@example.org, or by telephone +46 (0)8-700 66 00. The proxy form should be submitted in the original to the Company at the above address in ample time prior to the Extraordinary General Meeting. If the proxy is issued by a legal person, a certified copy of a valid registration certificate or the equivalent for the legal person should be attached.
Note that a separate notification concerning a shareholder’s participation at the Extraordinary General Meeting must be given also where a shareholder is to be represented by a proxy. Submission of a proxy form is not deemed as notification of participation at the Extraordinary General Meeting.
1. Call to order and election of chairperson at the extraordinary general meeting
2. Preparation and approval of the voting list
3. Approval of agenda
4. Election of one or two people to verify the minutes
5. Determination of whether the Extraordinary General Meeting has been duly convened
6. Resolution on offset share issue
7. Resolution on election of Ben Wrede as an additional director for the Company
8. Determination of remuneration to the newly elected director
9. Adjournment of the Extraordinary General Meeting
Election of chairman of the Extraordinary General Meeting (item 1)
The Board of Directors proposes that Chairman of the Board Mats Olsson be appointed to chair the Extraordinary General Meeting.
Resolution on offset share issue (item 6)
The company has entered into an agreement with Atine Group Oy on the acquisition of all shares in Endero Oy for a fixed purchase consideration calculated at SEK 90 million. The company will pay SEK 75 million of the purchase consideration through an offset share issue. The Board proposes accordingly that the general meeting resolve on a new share issue of 1,345,050 shares and that the new shares, with deviation from shareholders’ preferential rights, will be subscribed by Atine Group Oy and that payment will be made through set-off of Atine Group Oy’s claim of SEK 75 million of the purchase consideration for the shares in Endero Oy. The subscription price will be SEK 55.76 per share and was determined based on a market capitalization of the Company’s shares comprising the volume-weighted average price of the Company’s shares during the period from October 26 to December 4, 2009.
A valid resolution on the issue requires it to be supported by shareholders representing at least two thirds of the votes cast as well as the shares represented at the Extraordinary General Meeting.
Election of additional Director of the Company (item 7)
The Board of Directors proposes that the number of directors shall amount to six without deputies and that Ben Wrede be appointed to be the new director. The Board’s proposal is contingent upon the general meeting resolving to approve the new share issue in accordance with the Board’s proposal in item 6.
Determination of remuneration to the newly elected director (item 8)
The Board of Directors proposes that the directors’ fee shall amount to SEK 45,000 for the mandate period.
For more information
The Board of Directors’ complete proposal and other documents relating to the offset issue will be available at the Company and on the Company’s web site, www.knowit.se, no later than Tuesday December 15, 2009. Copies of the documents will be sent to those shareholders who request them and provide their mailing address.
Stockholm December 2009
Know IT AB (publ)
The Board of Directors