Report from the Annual General Meeting in Karnov Group AB (publ)

Karnov Group AB (publ), reg. no. 559016-9016, held Wednesday 10 May 2023 annual general meeting (“AGM”).

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 2022. The meeting also resolved to appropriate the company’s result in accordance with the Board of Directors’ proposal, meaning that the result for the year shall be carried forward and that no dividend shall be made for the financial year 2022. The meeting also discharged the members of the Board of Directors and the CEO from liability for the financial year 2022.

 

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 775,000 for the chairperson of the Board of Directors and SEK 360,000 for each of the other AGM-elected non-executive directors. It was further resolved that SEK 150,000 shall be paid to the chairperson of the audit committee and SEK 50,000 for each of the other directors of the audit committee, and SEK 100,000 for the chairperson of the remuneration committee and SEK 35,000 for each of the other directors of the remuneration committee.

 

The meeting also resolved that fees to the auditor shall be paid in accordance with approved invoice.

 

Election of members of the Board of Directors, chairperson 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, Salla Vainio and Loris Barisa. Magnus Mandersson was re-elected as chairperson 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 end of the next AGM. PricewaterhouseCoopers AB has announced that Martin Johansson will serve as auditor in charge.

 

Remuneration report 2022

The meeting resolved to approve the Board of Directors’ report over remuneration regarding 2022 according to Chapter 8, Section 53 a of the Swedish Companies Act.

 

Resolution on the establishment of a long-term incentive program (LTIP 2023)

The meeting resolved, in accordance with the Board of Directors' proposal, to establish a long-term incentive program (”LTIP 2023”) under which certain certain senior executives of the group may be granted 403,795 ordinary shares subject to the satisfaction of certain vesting requirements. For the purpose of ensuring delivery of shares and hedging social security costs under LTIP 2023, it was further resolved on an authorisation for the Board of Directors to issue not more than 194,929 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 403,795 own ordinary shares (including shares issued and repurchased by the company under previous long-term incentive programmes) to the participants in LTIP 2023.

 

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 2023 AGM.

 

Additional information from the annual general meeting

Complete proposals regarding the resolutions by the AGM in accordance with the above are available on the company’s website www.karnovgroup.com. Minutes from the AGM will be made available on the company’s website www.karnovgroup.com no later than two weeks after the AGM. 

For more information, please contact:
Erik Berggren, Head of Investor Relations
Telephone: +46 707 597 668
Email: [email protected]

This information was submitted for publication on 10 May 2023 at 10:30 CEST.

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