VOTE AT THE GENERAL MEETING
Those who wish to exercise their voting rights at the EGM must:
- be entered as a shareholder in the share register kept by Euroclear Sweden AB on Tuesday 23 December 2025 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in their own name for voting purposes in such time that the registration is completed by Tuesday 30 December 2025; and
- give notice of attendance to the Company in accordance with the instructions set out in the section “Notice of attendance for participating in person or through a proxy” or submit a postal vote in accordance with the instructions set out in the section “Voting by post” no later than Friday 2 January 2026.
Notice of attendance for participating in person or through a proxy
Those who wish to participate at the EGM in person or through a proxy shall give notice of attendance to the Company no later than Friday 2 January 2026 either:
- through a digital form which will be available at the Company’s website, www.karnovgroup.com; or
- via regular mail to the Company at the address Karnov Group AB (publ), att: EGM, Flemminggatan 14, 112 26 Stockholm.
The notice of attendance shall state name, date of birth or corporate identification number, address, telephone number and, where relevant, the number of accompanying advisors (not more than two).
Those who do not wish to attend the EGM in person or exercise their voting rights by postal voting may exercise their voting rights at the EGM through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity.
The signed proxy form shall be submitted in its original form via regular mail to the Company at the above address well in advance of the EGM. Template proxy forms in Swedish and English will be available on the Company’s website, www.karnovgroup.com.
Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the EGM through a proxy. A submitted proxy form does not count as a notice of attendance.
Voting by post
Shareholders who wish to exercise their voting rights by postal voting must either:
- use a digital voting form which will be available at the Company’s website, www.karnovgroup.com; or
- complete the voting form which will be available on the Company’s website www.karnovgroup.com and send the completed postal voting form via regular mail to the Company at the address Karnov Group AB (publ), att: EGM, Flemminggatan 14, 112 26 Stockholm.
The postal vote must be received by the Company no later than Friday 2 January 2026, irrespective of whether the shareholder uses the digital voting form or sends a completed voting form via regular mail.
If a shareholder’s voting rights are exercised by proxy, a power of attorney and other authorisation documents must be enclosed with the postal voting form. Proxy forms in Swedish and English will be available at the Company’s website, www.karnovgroup.com.
Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating at the EGM in person or through a proxy must give notice thereof to the EGM’s secretariat prior to the opening of the EGM.
PROPOSED AGENDA
1. Election of chairman of the meeting
2. Preparation and approval of the voting register
3. Approval of the agenda
4. Election of one or two persons to attest the minutes
5. Determination of whether the meeting has been duly convened
6. Resolution on authorisation for the board of directors to resolve on acquisitions and transfers of ordinary shares of series A in the Company
7. Closing of the meeting
PROPOSED RESOLUTIONS
Item 1: Election of chairman of the general meeting
The board of directors proposes that Gustav Skogö Nyvang, member of the Swedish Bar Association, shall be appointed chairman of the meeting or, in the event of his absence, a person appointed by the board of directors.
Item 6: Resolution on authorisation for the board of directors to resolve on acquisitions and transfers of ordinary shares of series A in the Company
The board of directors proposes that the board of directors is authorised to, on one or several occasions before the next annual general meeting, resolve on acquisitions and transfers of ordinary shares of series A in the Company on the following terms and conditions.
Acquisition may be made of so many shares that the Company’s holding of own shares, following the acquisition, amounts to a maximum of five per cent of all shares in the Company. Acquisitions of own shares may be made on Nasdaq Stockholm or other regulated markets. Acquisitions of own shares shall be made at a price per share within the price interval prevailing at any given time for the ordinary shares of series A on Nasdaq Stockholm. Payment for the acquired shares shall be made in cash.
Transfers may be made of own shares held by the Company at the time of the board of directors’ resolution to transfer shares. Transfers of own shares may be made on Nasdaq Stockholm or by other means than on Nasdaq Stockholm. Transfers of own shares on Nasdaq Stockholm may only be made at a price per share within the price interval prevailing at any given time for the ordinary share of series A on Nasdaq Stockholm. Transfers of own shares by other means than on Nasdaq Stockholm shall be made against payment in cash, in kind or by way of set-off, and the price shall be established so that the transfer is made on market terms. Transfers of own shares by other means than on Nasdaq Stockholm may be made with deviation from the shareholders’ preferential rights.
The purpose of an acquisition or a transfer of own shares, and the reason for any transfer with deviation from the shareholders’ preferential rights, shall be to optimise and improve the capital structure of the Company, thereby creating additional shareholder value.
SPECIAL MAJORITY RULES
A resolution in accordance with item 6 is only valid if supported by shareholders holding not less than two thirds of the votes cast as well as the shares represented at the EGM.
NUMBER OF SHARES AND VOTES
As of the date of this notice, the number of shares in the Company amounted to 108,102,047, of which 107,876,145 consisted of ordinary shares of series A (each carrying 1 vote) and 225,902 consisted of ordinary shares of series C (each carrying 1/10 vote), corresponding to a total of 107,898,735.2 votes. As of the date of this notice, the Company holds 225,902 of its own ordinary shares of series C, corresponding to 22,590.2 votes, which cannot be represented at the EGM.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
The board of directors and the CEO shall, if a shareholder so requests and the board of directors believes that it can be done without material harm to the Company, at the EGM provide information on any circumstances that may affect the assessment of a matter on the agenda.
AVAILABLE DOCUMENTS
Documents that shall be made available prior to the EGM pursuant to the Swedish Companies Act will be made available at the Company at Flemminggatan 14, 112 26 Stockholm, and on the Company’s website, www.karnovgroup.com, no later than three weeks prior to the general meeting. The documents will also be sent to shareholders who so request and inform the Company of their address. Such a request may be sent to the Company at address Karnov Group AB (publ), att: EGM, Flemminggatan 14, 112 26 Stockholm.
PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the general meeting, see the privacy notice on Euroclear Sweden’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in December 2025
Karnov Group AB (publ)
The Board of Directors
For more information, please contact:
Pontus Bodelsson, President and CEO
Telephone: +46 709 957 002
Email: pontus.bodelsson@karnovgroup.com
Erik Berggren, Head of Investor Relations
Telephone: +46 707 597 668
Email: erik.berggren@karnovgroup.com
This press release contains inside information that Karnov Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. This information was submitted for publication, through the agency of the contact persons set out above, on 1 December 2025 at 18:35 CET.
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