AGM 2013

The Nomination Committee of Investment AB Kinnevik's motivated opinion regarding its proposal of the Board of Directors at the Annual General Meeting in 2013


Background

In accordance with the resolution of the 2012 Annual General Meeting regarding procedure for the Nomination Committee, Cristina Stenbeck has convened a Nomination Committee consisting of Cristina Stenbeck and members appointed by the largest shareholders in Kinnevik; Max Stenbeck, appointed by Verdere S.à.r.l., Wilhelm Klingspor, appointed by the Klingspor family, Ramsay Brufer, appointed by Alecta, and Edvard von Horn, appointed by the von Horn family. The four members of the Nomination Committee appointed by shareholders in Kinnevik jointly represent more than 50 percent of the total votes in Kinnevik.

The Chairman of the Board, Cristina Stenbeck, has been appointed Chairman of the Nomination Committee, an appointment that deviates from the Swedish Corporate Governance Code. The other members of the Nomination Committee have explained the appointment as being in the Company's and shareholders' best interests and a natural consequence of Cristina Stenbeck leading the Nomination Committee's work in recent years, as well as her connection to Kinnevik's largest shareholders.

The Nomination Committee's proposal regarding the Board of Kinnevik

The Nomination Committee proposes the following:

  • Eight members of the Board.
  • Re-election of all current members of the Board, i.e. the following persons:
    Tom Boardman, Vigo Carlund, Dame Amelia Fawcett, Wilhelm Klingspor, Erik Mitteregger, Allen Sangines-Krause, Cristina Stenbeck
  • Election of Lorenzo Grabau as a new member of the Board.
  • Re-election of Cristina Stenbeck as Chairman of the Board.

Motivated opinion

The Nomination Committee has held four meetings, either in person or by telephone with additional contact between the meetings. As the basis for its work, the Nomination Committee has had, among other documents, an evaluation of the Board and its work. To assess the degree to which the present Board fulfils the requirements to be placed on the Board, given the Company's situation and future direction, discussion has focused on overall Board composition with respect to experience and expertise. The current Board comprises a good balance of financial and operational expertise as well as shareholder representation and the proposal to re-elect all current members provides both continuity as well as relevant investment and capital allocation experience from several important geographies for Kinnevik, namely Africa, Eastern Europe, Latin America, Russia and CIS and Scandinavia. The various skill sets will benefit the Board's continued agenda for the business.

The Nomination Committee believes that the proposed election of Lorenzo Grabau will strengthen the knowledge on the Board across the telecom, media and technology sectors as well as in the consumer/retail sectors, and bring complementary financial expertise in the areas of private equity investing.

Until 2011, Lorenzo Grabau was a Partner and Managing Director at Goldman Sachs in London. During his 17 years at Goldman Sachs, Lorenzo Grabau led four growth areas in the Investment Banking division: the Consumer/Retail industry practice, the Media/Online industry practice, the Financial Sponsors group, and a cross-divisional effort focused on Europe’s largest entrepreneurial families and their corporate interests. Prior to joining Goldman Sachs, Lorenzo Grabau spent five years with Merrill Lynch working in the Mergers & Acquisitions department in London and New York.

Since 2011, Lorenzo Grabau has been a Member of the Board of Directors of Modern Times Group MTG AB, one of Europe’s leading international entertainment companies, of SoftKinetic BV, a leading gesture recognition technology company, and of Rouge Partners S.à.r.l., a consumer products investment company.

As a result of the Committee’s evaluation, it proposes the re-election of the current members of the Board and election of Lorenzo Grabau as new Board member.

The Nomination Committee is of the opinion that the proposed composition of the Board reflects strong individual credentials as well as key shared experience within strategically important areas for Kinnevik, such as management of listed and unlisted companies as well as market and sector specific competencies, primarily, but not limited to, Scandinavia and a range of relevant emerging markets.

The Nomination Committee continuously monitors and evaluates each Board member's independence according to the Swedish Corporate Governance Code. In the work of preparing its proposals for the 2013 Annual General Meeting the Nomination Committee has assessed that seven out of eight members of the Board are independent of the Company and its management. Six out of seven members of the Board that are independent of the Company management are also independent in relation to the Company's major shareholder. Accordingly, the Nomination Committee's proposal of the Board is compliant with the rules in the Swedish Corporate Governance Code regarding independence. Some Members of the Board are also members of the board of Kinnevik's portfolio companies and receive Board remuneration from these companies. It is the opinion of the Nomination Committee that such remuneration does not entail a dependency of Kinnevik or its management for such members of the Board. Kinnevik is an investment company and seeks to have an active ownership in order to be able to influence the strategy and operations of the portfolio companies as well as identify and drive value-creating initiatives. The work of the board in Kinnevik's investments is the core of an active ownership role. For Kinnevik, where a fundamental component is to have the right board in each of its major investments, it is natural that members of Kinnevik's Board and management have board assignments in Kinnevik's portfolio companies.

Information about the proposed members of the Board

Detailed information about all persons proposed as members of the Board of Kinnevik, including the Nomination Committee's assessment of each member's independence, may be found on the Company's website at www.kinnevik.se.

 

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April 2013
INVESTMENT AB KINNEVIK (PUBL)
THE NOMINATION COMMITTE