Long-term share saving program

An extraordinary general meeting to be held on 10 April 2019 resolved to implement a long-term incentive program in the form of a share saving program. The purpose of the incentive program is to encourage a broad ownership amongst the company’s employees, facilitate recruitment, maintain competent employees, increase the alignment of interest between the employees and the company’s shareholders and increase motivation to reach or exceed the company’s financial targets.

151 employees in Karnov participate in the share savings program. The participants are divided into five different categories depending on position. Category 1 includes the CEO, category 2 includes 6 senior employees (including senior executives), category 3 includes 14 employees, category 4 includes 6 employees and category 5 includes 124 employees.

The employees participate in the program by allocating acquired or already held ordinary shares to the program (so-called savings shares). The maximum investment permitted in savings shares depends on the category of the participant. Participants in category 1–5 were entitled to invest no more than SEK 400,000, SEK 200,000, SEK 100,000, SEK 50,000 and SEK 20,050, respectively, in savings shares. The participants have allocated a total of 128,163 savings shares to the program.

Participants who retain the savings shares during the program’s vesting period of at least three years and also remain employed by Karnov throughout the whole vesting period will at the end of the period be eligible for free additional ordinary shares. For participants in category 1–4, the allotment of free additional shares is subject to the satisfaction of certain performance criteria related to the total shareholder return, organic growth and organic adjusted EBITA growth, as defined in the extraordinary general meeting’s resolution, during 2019–2021.

Full allotment would mean that the total number of shares under the program amount to no more than 378,837 ordinary shares, corresponding to approximately 0.4 per cent of the total number of shares outstanding in the company.