Terms and conditions for the first repurchase programme
Acquisitions of Ordinary Shares under the first repurchase programme (“Programme 1”) may be made on one or several occasions from and including 20 May 2026 up until the 2027 annual general meeting, of so many Ordinary Shares that Karnov following each acquisition holds no more than ten percent of all shares in Karnov. Acquisitions of Ordinary Shares shall be made on Nasdaq Stockholm in accordance with Nasdaq Stockholm’s rulebook for issuers on the main market. Acquisitions of Ordinary Shares shall be made in compliance with the price restrictions set out in Nasdaq Stockholm’s rulebook for issuers on the main market, which stipulates that shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition may take place. The maximum amount for which Ordinary Shares may be acquired may not exceed SEK 750 million (aggregated with shares acquired under Programme 2).
Terms and conditions for the second repurchase programme
The second repurchase programme (“Programme 2”) will be implemented in accordance with the EU Market Abuse Regulation (EU) No 596/2014 (“MAR”) and the Commission Delegated Regulation (EU) No 2016/1052 (“Safe Harbour Regulation”). Acquisitions of Ordinary Shares under Programme 2 shall be made by an investment firm or a credit institution which shall make its trading decisions concerning the timing of the acquisitions of Ordinary Shares independently of Karnov.
Acquisitions of Ordinary Shares under Programme 2 shall be made on Nasdaq Stockholm or another regulated market, in accordance with Nasdaq Stockholm’s rulebook for issuers on the main market, MAR and the Safe Harbour Regulation and on the following terms and conditions:
- Acquisitions may be made on one or several occasions from and including 20 May 2026 up until the 2027 annual general meeting, of so many Ordinary Shares that Karnov following each acquisition holds no more than ten percent of all shares in Karnov.
- The maximum amount for which Ordinary Shares may be acquired may not exceed SEK 750 million (aggregated with shares acquired under Programme 1).
- Acquisitions shall be made in accordance with Nasdaq Stockholm’s rulebook for issuers on the main market. Acquisitions of Ordinary Shares shall be made in compliance with the price restrictions set out in Nasdaq Stockholm’s rulebook for issuers on the main market, which stipulates that shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition may take place.
- Acquired Ordinary Shares shall be paid in cash.
Total number of shares in Karnov and Karnov’s holding of own shares
In accordance with the authorisation from the annual general meeting on 7 May 2026, acquisition may be made of so many Ordinary Shares that Karnov’s holding of own shares at any given time does not exceed ten percent of all shares in Karnov. As of the date of this press release, the total number of shares in Karnov amounts to 99,683,846 (of which 99,457,944 consisted of Ordinary Shares and 225,902 consisted of ordinary shares of series C). Karnov holds 2,228,967 own shares (of which 2,003,065 consisted of Ordinary Shares and 225,902 consisted of ordinary shares of series C) as of the date of this press release.
Disclosure and reporting of completed acquisitions of own shares
Completed acquisitions of own shares under Programme 1 and Programme 2 will be disclosed and reported in accordance with applicable laws and regulations as well as Nasdaq Stockholm’s rulebook for issuers on the main market.
For more information, please contact:
Erik Berggren, Head of Investor Relations
Telephone: +46 707 597 668
Email: erik.berggren@karnovgroup.com
This information was submitted for publication, through the agency of the contact person set out above, on 20 May 2026 at 07:55 a.m. CEST.
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