Statement from Annual General Meeting of Know IT AB
Published: 20 April, 2011
Know IT AB (publ) has this day held its Annual General Meeting and resolved upon the following:
Board of Directors
The AGM re-elected Mats Olsson, (chairman), Carl-Olof By, Pekka Seitola, Kerstin Stenberg, Anna Vikström Persson and Ben Wrede as Board of Directors.
In addition, Elisabeth Hagberg will take over as employee-elected Board Member, as of the end of the AGM.
Öhrlings PricewaterhouseCoopers AB was re-elected until the end of the AGM 2012, with Anna-Clara af Ekenstam as principal auditor.
The AGM resolved upon a dividend of SEK 2.75 per share for the fiscal year 2010, with the record date of Tuesday, April 27, 2011. The dividend is expected to be issued on May 2, 2011.
Nomination committee for the AGM 2012
For the AGM 2012, the Nomination Committee shall consist of one representative for each of the three largest registered shareholders in terms of votes, on September 30, 2011, and the Chairman of the Board, who shall convene the first meeting of the committee. 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 2011.
Guidelines for remuneration to senior executives
The AGM resolved on guidelines for remuneration to senior executives. Remuneration will consist of fixed salary, a variable component as well as pension and other benefits.
The variable compensation is on condition that the Company does not show a loss for the year the compensation refers to. Variable compensation will be maximized and never exceed the fixed portion. Variable compensation shall not be pensionable.
Authorization for the Board to approve new share issues
The AGM authorized the Board to, on one more occasions prior to the next AGM, 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. The issue can be made 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.
Authorization for the Board to approve repurchasing and disposal of the Company’s own shares
The AGM authorized the Board to, on one or more occasions prior to the next AGM, approve the repurchase of a maximum of such an amount of the Company's shares that its holdings do not at any time exceed ten percent of all shares in the Company.
Further, the AGM authorized the Board to, on one or more occasions prior to the next AGM, decide to dispose of the Company's own shares. The authorization includes 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.
Resolution on offset share issues
The AGM resolved, in accordance with the suggestions of the Board, to authorize a new issue of at most 200,000 shares that, waiving shareholders’ preferential rights, may be subscribed by the sellers of the shares in Reaktor AS, Norway, and shares in subsidiaries within the Reaktor AS Group, as consideration for part of the acquisition of the aforementioned company. Each respective sellers payment for shares subscribed shall be performed through offset of all or part of the seller’s claims on consideration. Oversubscription is not allowed.
Subscription shall take place no later than May 20, 2011. The newly subscribed shares entitle holders to dividends effective from the current financial year. The Board shall, however, have the right to determine if subscription of newly issued shares shall not be carried out, if the Board determines that the set issue price is unfavorable to the Company.