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KINNEVIK: NOTICE OF THE 2024 ANNUAL GENERAL MEETING

2 maj 2024, 9:00 AMRegulatory information
The shareholders of Kinnevik AB (publ) ("Kinnevik") are hereby invited to the 2024 Annual General Meeting to be held on Monday 3 June 2024 at 10:00 a.m. CEST at Hotel At Six, Brunkebergstorg 6 in Stockholm. Registration for the Annual General Meeting will commence at 9:30 a.m. CEST. The Board has decided that the shareholders also shall be able to exercise their voting rights at the Annual General Meeting by postal voting in advance.

The Board proposes that the Annual General Meeting resolves on an extraordinary cash value transfer of SEK 23.0 per share to holders of ordinary shares (i.e. Class A and Class B shares) in Kinnevik which is expected to be paid out to shareholders on or around 2 July 2024. The Board's proposal is a result of Kinnevik's divestment of its shareholding in Tele2 AB (publ) for a total consideration of SEK 13bn, as announced by Kinnevik on 26 February 2024. The divestment is completed in three steps where the first and second steps of the transaction corresponding to total gross sales proceeds of SEK 12.3bn have been completed as of the date of this press release. The extraordinary cash value transfer is proposed to be made through a share redemption plan. For further information regarding the share redemption plan, please refer to Kinnevik's website at www.kinnevik.com under the heading "General Meetings" (which can be found under the section "Governance") where an information brochure is available.

The Annual General Meeting is also held to:

  • elect in total seven (7) Board members and amongst them a Chair of the Board for a one-year term – James Anderson, Susanna Campbell, Harald Mix, Cecilia Qvist and Charlotte Strömberg are proposed for re-election, Claes Glassell and Maria Redin are proposed to join the Board as new members and James Anderson is proposed to continue as Chairman of the Board;
  • elect members to the Nomination Committee for the work ahead of the 2025 Annual General Meeting – the Committee is proposed to consist of five (5) members, including the Chair of the Board. Lawrence Burns, Erik Brändström, Marie Klingspor and Cristina Stenbeck are proposed as members of the Nomination Committee in addition to the Chair of the Board, and Lawrence Burns is proposed as Chair of the Committee;
  • resolve to adopt new guidelines for remuneration to Senior Executives;
  • resolve on amendments to the Articles of Association so that the provision stating the object of the Company's business is simplified and sector-agnostic;
  • resolve to adopt Kinnevik's 2024 long-term share incentive plan, including, among other things, resolutions to amend Kinnevik's Articles of Association and transfers of shares to the participants in the plan;
  • resolve on arrangements for the delivery of shares under outstanding long-term incentive plans; and
  • address such other items as required at the Annual General Meeting under the Swedish Companies Act and the Swedish Corporate Governance Code.

The notice document, including the Board's and the Nomination Committee's complete proposals, is attached to this press release. The notice document is also available on Kinnevik's website at www.kinnevik.com under the heading "General Meetings" (which can be found under the section "Governance").

Participation

Shareholders who wish to participate in the Annual General Meeting shall be recorded as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Friday 24 May 2024, and give notice of participation no later than Tuesday 28 May 2024.

Participation at the meeting venue

Shareholders who wish to attend the meeting venue in person or by proxy must give notice of participation to Kinnevik no later than Tuesday 28 May 2024. Notice of participation may be given via Euroclear Sweden AB's website at https://anmalan.vpc.se/euroclearproxy, by telephone to +46 (0) 8 402 91 36, or by post to Kinnevik AB, "AGM", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders shall in their notice of participation state their name, personal identification number or company registration number, address, phone number and advisors, if applicable.

If the shareholder is represented by proxy at the meeting venue, a written and dated power of attorney and registration certificate or a corresponding document for a legal entity should be sent to the address above well before the Annual General Meeting. A template proxy form is available on Kinnevik's website at www.kinnevik.com under the heading "General Meetings" (which can be found under the section "Governance").

Participation by postal voting

Shareholders who wish to participate in the Annual General Meeting by postal voting must give notice of participation by casting their postal vote so that it is received by Euroclear Sweden AB no later than Tuesday 28 May 2024. A special form shall be used for postal voting, available on Kinnevik's website at www.kinnevik.com under the heading "General Meetings" (which can be found under the section "Governance").

The postal voting form can be submitted either by email to GeneralMeetingService@euroclear.com, or by post to Kinnevik AB, "AGM", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders may also cast their postal votes electronically through BankID verification via Euroclear Sweden AB's website at https://anmalan.vpc.se/euroclearproxy.

If the shareholder postal votes by proxy, a written and dated a power of attorney shall be enclosed with the postal voting form. A template proxy form is available on Kinnevik's website at www.kinnevik.com under the heading "General Meetings" (which can be found under the section "Governance"). If the shareholder is a legal entity, a registration certificate or a corresponding document for the legal entity shall be enclosed with the postal voting form. Further instructions can be found on the postal voting form and on Euroclear Sweden AB's website at https://anmalan.vpc.se/euroclearproxy.

Nominee-registered shares

To be entitled to participate in the Annual General Meeting, shareholders whose shares are registered in the names of nominees must, in addition to giving notice of participation, re-register such shares in their own name so that the shareholder is recorded in the presentation of the share register as of Friday 24 May 2024. Such re-registration may be temporary (voting rights registration) and can be requested from the nominee in accordance with the nominee's procedures in such time in advance as the nominee determines. Voting rights registrations effected by the nominee no later than Tuesday 28 May 2024 will be considered in the presentation of the share register.

Proposed agenda

The Board proposes the following agenda to the Annual General Meeting:

  1. Opening of the Annual General Meeting.
  2. Election of Chair of the Annual General Meeting.
  3. Preparation and approval of the voting list.
  4. Approval of the agenda.
  5. Election of one or two persons to check and verify the minutes.
  6. Determination of whether the Annual General Meeting has been duly convened.
  7. Remarks by the Chair of the Board.
  8. Presentation by the Chief Executive Officer.
  9. Presentation of the Parent Company's Annual Report and the Auditor's Report as well as of the Group Annual Report and the Group Auditor's Report.
  10. Resolution on the adoption of the Profit and Loss Statement and the Balance Sheet as well as of the Group Profit and Loss Statement and the Group Balance Sheet.
  11. Resolution on the proposed treatment of Kinnevik's earnings as stated in the adopted Balance Sheet.
  12. Resolution on the discharge from liability of the members of the Board and the Chief Executive Officer.
  13. Presentation and resolution on approval of the Remuneration Report.
  14. Determination of the number of members of the Board.
  15. Determination of the remuneration to the members of the Board and the Auditor.
  16. Election of Board members:
    1. James Anderson (re-election, proposed by the Nomination Committee);
    2. Susanna Campbell (re-election, proposed by the Nomination Committee);
    3. Harald Mix (re-election, proposed by the Nomination Committee);
    4. Cecilia Qvist (re-election, proposed by the Nomination Committee);
    5. Charlotte Strömberg (re-election, proposed by the Nomination Committee);
    6. Claes Glassell (new election, proposed by the Nomination Committee); and
    7. Maria Redin (new election, proposed by the Nomination Committee).
  17. Election of the Chair of the Board.
  18. Determination of the number of Auditors and election of Auditor.
  19. Election of members and the Chair of the Nomination Committee.
  20. Resolution regarding guidelines for remuneration to Senior Executives.
  21. Resolution regarding amendments to the Articles of Association.
  22. Resolution regarding an extraordinary cash value transfer through a share redemption plan, including resolutions on:
    1. amendments to the Articles of Association in order to facilitate the share split 2:1;
    2. share split 2:1;
    3. amendments to the Articles of Association in order to facilitate reduction of the share capital through redemption of shares;
    4. reduction of the share capital through redemption of shares, and
    5. increase of the share capital through a bonus issue without issuance of new shares.
  23. Resolution regarding a long-term share incentive plan for 2024, including resolutions on:
    1. adoption of the plan;
    2. amendments to the Articles of Association;
    3. authorisation for the Board to resolve to issue new incentive shares;
    4. authorisation for the Board to resolve to repurchase own incentive shares; and
    5. transfers of own incentive shares and shares in a participation company established for the purpose of the plan.
  24. Resolution regarding arrangements for delivery of shares under outstanding long-term incentive plans, including resolutions on:
    1. authorisation for the Board to resolve to issue new Class X shares; and
    2. authorisation for the Board to resolve to repurchase own Class X shares.
  25. Closing of the Annual General Meeting.