Articles of Association

KINNEVIK AB, REG NO 556047-9742

 

Adopted by the shareholders at the Annual General Meeting 21 May 2018

N.B. This is an in-house translation of the authorised Swedish Articles of Association and for convenience only.

 

§ 1

The Company’s name is Kinnevik AB. The Company is a public company (publ).

 

§ 2

The primary object of the Company’s business shall be to generate profit for the shareholders.

The object of the Company's business shall be to own and manage real property and movables, primarily through investments within the following business sectors; E-commerce & Marketplaces, Communications, Media and Entertainment, Financial Services, Healthcare as well as investments in other digital consumer businesses. Furthermore, the object of the Company's business shall be to conduct business operations compatible with the above mentioned businesses.

In addition thereto, the Company can directly or indirectly sell property to the shareholders in such a way that any profits accrue to the shareholders while costs may be borne by the Company as long as the operations are carried out in the equal interest of all shareholders. Such a purchase right shall be distributed among the shareholders in proportion to their shareholding, and the Company shall to each shareholder issue and hand out a written certificate of the right which thus accrues to him. Such a certificate shall be returned to the Company when the purchase right is exercised. If the Company is dissolved, anyone who possesses such a certificate shall be entitled, within the time period specified in the certificate, to exercise the right to purchase which the certificate refers to before any surplus is distributed to the Company’s shareholders.

 

§ 3

The Board shall have its domicile in Stockholm.

 

§ 4

Share capital

The share capital shall be not less than SEK 23,700,000 and not more than SEK 94,800,000.

Number of shares

The number of shares shall be not less than 237,000,000 and not more than 948,000,000.

Share classes

The shares shall be of six classes, ordinary shares of Class A and Class B, and reclassifiable, sub-ordinated shares of Class D 2018, Class E 2018, Class F 2018 and Class G 2018.

Shares of Class A may be issued up to a maximum of not more than 224,593,800 shares. Shares of Class B may be issued up to a maximum number of shares that represents the full share capital. Shares of Class D 2018 may be issued up to a maximum of not more than 55,500 shares. Shares of Class E 2018 may be issued up to a maximum of not more than 129,850 shares. Shares of Class F 2018 may be issued up to a maximum of not more than 129,850 shares. Shares of Class G 2018 may be issued up to a maximum of not more than 394,300 shares.

Voting rights

Shares of Class A shall have ten (10) votes and shares of Class B, Class D 2018, Class E 2018, Class F 2018 and Class G 2018 shall have one (1) vote.

Dividends etc.

Shares of Class A and Class B are entitled to dividends.

Shares of Class D 2018, Class E 2018 and Class F 2018 are not entitled to dividends during April 2018 to March 2021 (inclusive), and shares of Class G 2018 are not entitled to dividends during April 2018 to March 2023 (inclusive).

Shares of Class D 2018, Class E 2018 and Class F 2018 are entitled, in 2021, and shares of Class G 2018 are entitled, in 2023, to payment of an accumulated, outstanding, dividend (per share) (the “Outstanding Amount”). The Outstanding Amount corresponds to the dividend (per share) paid to the holders of shares of Class B (paid dividends and other value transfers to the shareholders) during April 2018 to March 2021 (inclusive) as regards shares of Class D 2018, Class E 2018 and Class F 2018, and during April 2018 to March 2023 (inclusive) as regards shares of Class G 2018 (the ”Paid Dividends”). When calculating the Outstanding Amount, Paid Dividends shall be adjusted upwards with a multiple corresponding to the total shareholder return to the holders of shares of Class B (the ”TSR Multiple”) from the ex-dividend date of 2018 until 31 March 2021 as regards shares of Class D 2018, Class E 2018 and Class F 2018, and until 31 March 2023 as regards shares of Class G 2018.

The Outstanding Amount shall accordingly be calculated in accordance with the following:

Paid Dividend per share of Class B year 2018 * the TSR Multiple 2018-2021, as regards shares of Class D 2018, Class E 2018 and Class F 2018

Paid Dividend per share of Class B year 2018 * the TSR Multiple 2018-2023, as regards shares of Class G 2018

The Outstanding Amount for the following years shall be calculated in accordance with the same formulae, adjusted forward by one year. The total shareholder return of the Kinnevik Class B share shall be calculated by dividing the closing price for Kinnevik’s Class B shares on the last trading day in March of the relevant year (the end value) with the closing price for Kinnevik’s Class B shares on the ex-dividend date of the relevant year (the start value), adjusted on the basis of the shareholder reinvesting all cash dividends, dividends in kind, and mandatory share redemption proceeds into the Kinnevik Class B share, before tax, on each respective ex-dividend date.

Payment of the Outstanding Amount to shares of Class D 2018, Class E 2018 and Class F 2018 require that the Annual General Meeting 2021 resolves on a dividend (per share) to each such share class, and for shares of Class G 2018 that the Annual General Meeting 2023 resolves on dividend (per share) to that share class, corresponding to the Outstanding Amount. The record date for payment of the Outstanding Amount may not be set prior to the Board’s resolution to redeem shares for which the condition for reclassification has not been fulfilled during 2021 as regards shares of Class D 2018, Class E 2018 and Class F 2018, and during 2023 as regards shares of Class G 2018. The right to the payment of dividends corresponding to the Outstanding Amount shall be subordinated to the shares of Class A and Class B, meaning that payment of the Outstanding Amount will only be made if there is an available amount after the dividend to holders of Class A and Class B shares in the relevant years.

As of 1 April 2021, shares of Class D 2018, Class E 2018 and Class F 2018 shall carry the same right to dividends as Class A and Class B shares, and as of 1 April 2023 shares of Class G 2018 shall carry the same right to dividends as Class A and Class B shares. The record date for payment of dividends may, however, not be set prior to the Board’s resolution to redeem shares for which the condition for reclassification has not been fulfilled during 2021 as regards shares of Class D 2018, Class E 2018 and Class F 2018, and during 2023 as regards shares of Class G 2018.

Upon the Company’s liquidation, shares of Class D 2018, Class E 2018 and Class F 2018 have a right to assets in the distribution from and including 1 April 2021, and shares of Class G 2018 has a right to assets in the distribution from and including 1 April 2023, to the extent that the condition for reclassification has been fulfilled.

Reclassification of shares of Class D 2018, Class E 2018, Class F 2018 and Class G 2018

Shares of Class D 2018, Class E 2018, Class F 2018 and Class G 2018 may, by a resolution by the Board, be reclassified into shares of Class B. The number of shares within each respective share class which shall be reclassified into shares of Class B shall be based on the degree of fulfilment of the relevant condition for reclassification for the share class during the period 1 April 2018 – 31 March 2021 as regards shares of Class D 2018, Class E 2018, and Class F 2018, and 1 April 2018 – 31 March 2023 as regards shares of Class G 2018. A resolution by the Board to reclassify a part or all shares shall be made during the period 1 July – 30 September; the said years.

The conditions that must be satisfied for reclassification of shares of Class D 2018, Class E 2018, Class F 2018 and Class G 2018 are set forth in Appendix.

If the Board resolves to reclassify a certain number or a certain portion of shares of Class D 2018, Class E 2018, Class F 2018 or Class G 2018, the shareholders are entitled to have their shares of Class D 2018, Class E 2018, Class F 2018 and Class G 2018 reclassified to new Class B shares in proportion to the number of shares in each class already held, or, to the extent that this is not possible, by lot.

Immediately after a decision to reclassify shares, the Board shall report the reclassification to the Swedish Companies Registration Office (Sw.Bolagsverket) for registration. The reclassification is effectuated when it has been registered and the reclassification has been noted in the Central Securities Depository (“CSD”) register.

Redemption of shares of Class D 2018, Class E 2018, Class F 2018 and Class G 2018

Shares of Class D 2018, Class E 2018, Class F 2018 and Class G 2018 are redeemable, for cancellation of shares through a reduction of the share capital. The redemption price per share shall correspond to the quota value. A decision by the Board to redeem shares before 31 March 2021 as regards Class D 2018, Class E 2018 and Class F 2018, and before 31 March 2023 as regards Class G 2018, shall be resolved no later than three months (i) after a request from a shareholder, or (ii) after a transfer of such share (a transfer is deemed to have taken place on the date that the transfer is noted in a CSD register in accordance with Chapter 4 in the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479), that is, in the share or nominee register kept by Euroclear Sweden AB (a ”Transcript”) and shall refer to the shares encompassed by the request and/or the shares which have been transferred. With effect from and including 1 April 2021 as regards Class D 2018, Class E 2018 and Class F 2018, and 1 April 2023 as regards Class G 2018, a resolution by the Board regarding redemption of shares may also encompass all outstanding shares of Class D 2018, Class E 2018, Class F 2018 and Class G 2018 for which the condition for reclassification (see above, and Appendix) has not been satisfied, in relation to the number of shares in the relevant class owned by the holder, or, to the extent that this is not possible, by lot. Such resolution by the Board shall be made no later than 30 June 2021 as regards shares of Class D 2018, Class E 2018 and Class F 2018, and no later than 30 June 2023 as regards Class G 2018.

When a resolution regarding redemption of shares is passed, an amount corresponding to the reduction amount shall be allocated as restricted equity, provided that requisite funds are available. Immediately after a resolution regarding redemption of shares is passed, the Board shall report the redemption to the Swedish Companies Registration Office (Sw. Bolagsverket) for registration. The redemption is effected when it has been registered and the redemption been noted in the CSD register.

After a resolution regarding redemption of shares in accordance with (ii) above, shareholders whose shares of Class D 2018, Class E 2018, Class F 2018 and Class G 2018 shall be redeemed shall be notified by the company in writing of the number of shares in each class that will be redeemed from the shareholder based on a Transcript.

 

§ 5

Should the company resolve on an issue of new shares of Class A, Class B, Class D 2018, Class E 2018, Class F 2018 and Class G 2018 against other payment than contribution in kind, each holder of shares of Class A, Class B, Class D 2018, Class E 2018, Class F 2018 and Class G 2018 has preferential rights to subscribe for new shares of the same class in proportion to the number of old shares held by such holder (primary preferential rights). Shares not subscribed for with primary preferential rights should be offered for subscription to all shareholders in the Company (subsidiary preferential rights). If the number of shares so offered is less than the number subscribed for with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares already held, or, to the extent that this is not possible, by the drawing of lots.

Should the Company resolve on an issue of new shares solely of Class A, Class B, Class D 2018, Class E 2018, Class F 2018 or Class G 2018, against other payment than contribution in kind, all shareholders, irrespective of which class of shares held, are entitled to preferential rights to subscribe for new shares in proportion to the number of shares previously held.

Should the Company resolve on an issue of warrants or convertibles, against other payment than contribution in kind, the above stated regarding the shareholders’ preferential rights should apply mutatis mutandis.

The stipulations in the sections above should not infringe on the possibility to resolve on an issue in which the preferential rights of shareholders are waived.

In the event of a share capital increase by a bonus issue including issuance of new shares, new shares shall be issued pro rata to the number of shares previously issued within the share class. Thereby, shares of a specific class entitles to new shares of the same class. Following a requisite amendment in the Articles of Association, the aforementioned stipulation shall not infringe on the possibility to issue shares of a new class by a bonus issue.

 

§ 6

The Board of Directors shall consist of no less than three and no more than twelve Directors elected by the General Meeting.

 

§ 7

Notice of a General Meeting of shareholders shall be published in the Official Swedish Gazette (Post- och Inrikes Tidningar) as well as on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.

To be able to participate in a General Meeting, a shareholder shall give the Company notice of his or her intention to attend not later than on the day mentioned in the notice convening the meeting. This day may not be a Sunday, any other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not be earlier than the fifth working day before the Meeting.

A shareholder attending a General Meeting may be accompanied by an adviser only if the shareholder has given the Company notice of his intentions to bring an adviser in accordance with the section above.

 

§ 8

The Company shall have no more than three Auditors, with no more than the same number of Deputy Auditors, or a registered accounting firm. The Auditors term of office shall last until the end of the Annual General Meeting which is held during the fourth financial year after the Auditor was elected.

 

§ 9

The financial year of the Company shall be the calendar year.

 

§ 10

The shareholder or nominee who on the record date is registered in the share register and in a central securities depository register pursuant to Chapter 4 of the Central Securities Depositaries and Financial Instruments Accounts Act (1998:1479) or any person who is registered in a central securities depository account pursuant to Chapter 4, Section 18 paragraph 6-8 of the mentioned Act, shall be deemed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Companies Act (2005:551).

 

 

________________________________