The distribution of Kinnevik’s shareholding in Zalando to it's shareholders

Questions & Answers

 

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GENERAL QUESTIONS

Why does Kinnevik propose the distribution of Kinnevik’s Zalando holding? 

Through the distribution of the Zalando holding, Kinnevik’s shareholders are provided with the option to directly participate in Zalando’s future shareholder value creation. The distribution also makes Kinnevik’s portfolio more well balanced and to a higher extent invested in Kinnevik’s younger high-growth businesses. The distribution of the Zalando holding is another step in the execution of Kinnevik’s strategy to reinforce its position as Europe’s leading listed growth investor, in contrast to managing a portfolio that to a large extent is invested in one specific listed company.  

Why will the Distribution be carried out through several steps instead of through a dividend? 

To ensure that all Kinnevik’s shareholders can receive the distribution of the shareholding in Zalando, the Zalando shares will be distributed in the form of Swedish Zalando Shares, i.e. shares that the holder in practice cannot trade with on the Frankfurt Stock Exchange or any other marketplace. Those who want and can own German Zalando Shares after the Share Redemption Plan will therefore, during the period 23 June – 14 July 2021, be able to re-register the Swedish Zalando Shares, free of charge, to German Zalando Shares that can be traded with on the Frankfurt Stock Exchange.

Furthermore, from a tax perspective, to execute the distribution through the Share Redemption Plan is more advantageous for certain shareholders compared to a direct dividend. 

What does the Share Redemption Plan entail for me as a shareholder?

If the Annual General Meeting resolves on the Share Redemption Plan, each ordinary share will be divided into two new shares where one is a redemption share. The redemption shares will be tradeable on the Stockholm Stock Exchange during 19 May – 9 June 2021 and will after this period automatically be redeemed by Kinnevik for 28 Swedish Zalando Shares for 143 redemption shares. 

If you are a calendar year taxpayer, the Share Redemption Plan may result in an obligation to declare the sale or redemption of redemption shares in the tax return for the income year 2021 (i.e. in 2022). Please note that if your taxation year is not the calendar year, the obligation to declare the sale or redemption may arise earlier or later.

Do I have to do anything to participate in the Share Redemption Plan?

If the Annual General Meeting resolves on the Share Redemption Plan (i.e. in accordance with the proposal published by Kinnevik), participation in the Share Redemption Plan will be fully automatic and requires no action from you as a shareholder. If you do not actively sell your redemption shares, you will automatically receive 28 Swedish Zalando Shares for 143 redemption shares when the redemption shares are redeemed. Please note that the shares you then will receive will be Swedish Zalando Shares that you cannot trade with on the stock exchange, see more under “How can I re-register my Swedish Zalando Shares to German Zalando Shares?”.

Do I have to do anything in connection with the Share Redemption Plan and the Re-registration? 

As a shareholder, you can:

A) keep your redemption shares and automatically receive 28 Swedish Zalando Shares for 143 redemption shares when these are redeemed. To be able to trade your Zalando shares on the Frankfurt Stock Exchange, the Swedish Zalando Shares have to be re-registered to German Zalando Shares – you can do this free of charge between 23 June - 14 July 2021, or

B) sell all or some of your redemption shares on the Stockholm Stock Exchange during the period 19 May - 9 June 2021 and thereby receive cash.

If you neither sell your redemption shares nor have your shares in a custody account, an investment savings account or an endowment insurance, you will automatically receive 28 Swedish Zalando Shares for 143 redemption shares when these are redeemed. The Swedish Zalando Shares cannot be traded on the Frankfurt Stock Exchange or any other stock exchange or marketplace. It is possible, on your own initiative, to re-register the Swedish Zalando Shares to German Zalando Shares during and after the Re-registration, but a fee will probably be charged.

Why will I receive Zalando shares that cannot be traded on the Stockholm Stock Exchange?

For technical reasons, Kinnevik must distribute securities that can be registered with Euroclear, which is why Kinnevik will distribute Swedish Zalando Shares that can be re-registered to German Zalando Shares.

Kinnevik regards the Distribution of the shareholding in Zalando as an important step-change in Kinnevik’s strategic transformation and that it is positive for the shareholders to have the opportunity to hold the Zalando shares directly. In addition, it is nowadays possible for you as a private person, through a custody account, investment savings account or an endowment insurance, to own and trade with foreign shares on, for instance, the Frankfurt Stock Exchange in the same way as Swedish shares on the Stockholm Stock Exchange. If you, after the Share Redemption Plan, re-register your Swedish Zalando Shares to German Zalando Shares you will be able to trade with the Zalando shares the same way you trade with your Kinnevik shares today. Please see more information under ”Why can I not sell my Swedish Zalando Shares on the stock exchange?”.

Why will Zalando not be listed on the Stockholm Stock Exchange?

The Zalando share is traded on the Frankfurt Stock Exchange and neither Kinnevik nor Zalando believe that an additional listing is appropriate with regards to the additional administration and costs it would entail. In addition, it is nowadays possible for you as a private person, through a custody account, investment savings account or an endowment insurance, to own and trade with foreign shares on e.g. the Frankfurt Stock Exchange through the same channels, e.g. the internet bank, that you use to trade with Swedish shares, which is why an additional listing on the Stockholm Stock Exchange is difficult to justify. 

Why can I not sell my Swedish Zalando Shares on the stock exchange?

To make the Distribution of the Zalando shareholding possible, Kinnevik’s shareholders will receive Swedish Zalando Shares. The Swedish Zalando Shares that you receive through the Distribution cannot be traded with on the Frankfurt Stock Exchange where the German Zalando Shares are listed. Everyone who is registered as holders of Swedish Zalando Shares with Euroclear, can at any time re-register their Swedish Zalando Shares to German Zalando Shares – please see more information under “How can I re-register my Swedish Zalando Shares to German Zalando Shares?”.

How can I re-register my Swedish Zalando Shares to German Zalando Shares?

If after the Share Redemption Plan, you own Swedish Zalando Shares, you will be able to re-register these to German Zalando Shares if you have a custody account, an investment savings account or an endowment insurance. To re-register your Swedish Zalando Shares if you are Directly Registered Shareholder, you therefore need to open a custody account, an investment savings account or an endowment insurance, and should transfer your shares thereto.12 To ensure participation in the Re-registration, this should take place as soon as possible. Please note potential tax consequences if the shares are transferred to an investment savings account or an endowment insurance, see more under the section “Tax considerations in Sweden” on pages 13 – 14 in the information brochure. 

After the Share Redemption Plan, you will be able to re-register your Swedish Zalando Shares free of charge during the period 23 June – 14 July 2021. It is also possible to, on your own initiative, re-register the Swedish Zalando Shares to German Zalando Shares, but a fee will probably be charged. Please contact the customer service at your bank, stock broker or online broker for more information. See more information under “How do I open a custody account, an investment savings account or an endowment insurance, and how much does it cost?”.

How do I know what type of account I have my shares in? 

Contact your bank, stock broker or online broker where you have your shares for information on your type of account. 

What is the majority requirement for the Annual General Meeting’s resolution?

The resolutions in the Share Redemption Plan must be supported by shareholders holding at least two-thirds of the votes cast and represented at the Annual General Meeting. 

Where can I find more information about Zalando and the Zalando share? 

For further information about Zalando and the Zalando share, please see Zalando’s website https://corporate.zalando.com/. Zalando’s historical financial reports are available under the heading ”Financial Reporting” and information regarding Zalando’s shares is available under the heading ”Share” (the headings mentioned in this paragraph are available under the “Investor Relations” sections). 

 

QUESTIONS REGARDING NOMINEE REGISTERED SHAREHOLDERS 

What if I am a Nominee Registered Shareholder?

The holdings of Nominee Registered Shareholders will be handled according to the respective nominee’s routines. You should therefore contact your nominee as soon as possible if you have any questions regarding the Share Redemption Plan or the Re-registration. 

 

QUESTIONS REGARDING DIRECTLY REGISTERED SHAREHOLDERS IN KINNEVIK

I do not have a custody account, investment savings account or endowment insurance, and do not wish to open such an account. What should I do?

You can have your Swedish Zalando Shares on your securities account registered with Euroclear. It is possible to re-register your Swedish Zalando Shares to German Zalando Shares at a later point, but a fee will probably be charged. If you want to avoid the extra cost, you have the following options: 

• Sell your redemption shares that you receive before these are redeemed for Swedish Zalando Shares. The redemption shares will be traded on the Stockholm Stock Exchange during the period 19 May – 9 June 2021. When you sell the redemption shares, you will receive cash instead of Swedish Zalando Shares 

• Open a custody account, investment savings account or an endowment insurance and transfer your Kinnevik shares, redemption shares or Swedish Zalando Shares well in advance of the Re-registration to be able to participate in the Re-registration

Please note that the Distribution is subject to taxation regardless of whether you keep your Swedish Zalando Shares or sell them during the trading period as well as potential tax consequences if shares are transferred to an investment savings account or an endowment insurance. Please see more information under the section “Tax considerations in Sweden” on pages 13 – 14 in the information brochure.

How do I open a custody account, an investment savings account or an endowment insurance, and how much does it cost?

Banks, stock brokers and online brokers such as Avanza and Nordnet offer customer custody accounts, investment savings accounts and endowment insurance. It is normally free of charge and a quick procedure to open these if you have a BankID. Contact details for Avanza and Nordnet can be found under ”Fact sheet” on page 25 in the information brochure. 

 

TECHNICAL QUESTIONS

Which is the last day to buy the Kinnevik share and receive redemption shares? 

14 May 2021 is the last day you can buy Kinnevik shares including the right to receive redemption shares. 

When will I receive my redemption shares?

The redemption shares will be booked on your securities account, custody account, investment savings account or endowment insurance automatically after the record date 18 May 2021. Directly Registered Shareholders will receive a notice as confirmation of the received number of redemption shares. On shareholders’ securities account, custody account, investment savings account or endowment insurance the Class A redemption shares will be named KINV IL A and the Class B redemption shares will be named KINV IL B.

Can I trade redemption shares of Class A and B? 

Redemption shares of Class A and B will be traded on the Stockholm Stock Exchange during the period 19 May – 9 June 2021. 

When will the Swedish Zalando Shares be delivered? 

On or around 18 June 2021, all redemption shares will be redeemed for 28 Swedish Zalando Shares for 143 redemption shares. Swedish Zalando Shares will thereafter be delivered to your securities account, custody account, investment savings account or endowment insurance (i.e. the account where your Kinnevik shares are held in connection with the redemption). In connection with the delivery of Swedish Zalando Shares, redemption shares will be removed from the shareholder’s securities account, custody account, investment savings account or endowment insurance (without notice). 

Only whole Swedish Zalando Shares can be delivered to Kinnevik’s shareholders. Fractions will therefore be sold by SEB as soon as practicable after Kinnevik’s shareholders have received the Swedish Zalando Shares. On or around 29 June 2021 the proceeds from the sale of Fractions will be paid out in proportion to the number of Fractions that each respective shareholder is entitled to. No commission will be charged for this sale.

Please note that shareholders in Kinnevik that hold 5 Kinnevik shares or less will only receive proceeds from the sale of Fractions, as their holding in Kinnevik do not aggregate to an entire Swedish Zalando Share. 

Shareholders can also choose to sell all or some of their redemption shares on the Stockholm Stock Exchange during the period 19 May – 9 June 2021, at the prevailing market price. 

When will the German Zalando Shares be delivered? 

For the shareholders participating in the Re-registration, German Zalando Shares will be delivered on or around 21 July 2021. 

How and when will the price of Kinnevik’s share be affected by the Share Redemption Plan? 

It is not possible to predict how the share price will be affected after the share split and redemption process. Theoretically, the price of Kinnevik’s share should decrease by c. SEK 166 per share, i.e. equivalent to the market value SEK 45.8bn of the distributed portion of Kinnevik’s Zalando holding, based on the closing price for the Zalando share on the Frankfurt Stock Exchange on 26 March 2021. The change in share price should occur one trading day prior to the record date of the share split, i.e. on 17 May 2021. Please note that the value of Swedish Zalando Shares might fluctuate. 

 

QUESTIONS RELATING TO TAXATION*

What are the tax consequences for me as a Swedish shareholder upon redemption of the redemption shares?

If you are a tax resident in Sweden, you must report the redemption of the redemption shares. A capital gain or capital loss is calculated based on the value of Swedish Zalando Shares and Fractions you are entitled to, which means that a shareholder may deduct part of the acquisition cost of the original share from the redemption amount, see ”Tax considerations in Sweden” on pages 13 – 14 in the information brochure. 

If you represent a legal person that is a Kinnevik shareholder, or a shareholder non-resident in Sweden, you should contact a tax advisor for information on the specific tax consequences triggered by the Share Redemption Plan.

What are the tax consequences for me as a Swedish shareholder upon a disposal of redemption shares?

The tax consequences are the same as for redemption of shares. Please see the answer to the previous question.

How will the proceeds from the sale of Fractions be taxed?

The sale will trigger capital gains taxation. Assuming the sales price equals the value of the Fractions that you are entitled to, no additional tax should be due.

What are the tax consequences if I participate in the Re-registration? 

Participation in the Re-registration does not give rise to any tax obligation. If you have opened an investment savings account or an endowment insurance to participate in the Re-registration, taxes will be incurred, since the transfer of Swedish Zalando Shares from a securities account or custody account is viewed as a divestment which means that capital gains taxation will be triggered, see “Tax considerations in Sweden” on pages 13 – 14 in the information brochure.

What are the tax consequences if I hold my shares through an investment savings account or an endowment insurance?

The Share Redemption Plan should typically not result in any immediate taxation, as investment savings account and endowment insurance holdings are subject to notional taxation. 

What are the tax consequences for me as a non-Swedish shareholder upon redemption of the redemption shares? 

If you are not a tax resident in Sweden and you participate in the Share Redemption Plan and your shares are redeemed, you are normally subject to Swedish withholding tax, please see ”Tax considerations in Sweden” on pages 13 – 14. Withholding tax will be levied on an amount equal to the value of the Swedish Zalando Shares, including Fractions distributed to the shareholders (as determined by the Swedish Tax Agency in their recommendation).

Will the proceeds from the sale of Fractions be subject to withholding tax?

The subsequent sale of Fractions should not be subject to withholding tax.

What are the tax consequences for me as a non-Swedish shareholder upon a sale of the redemption shares?

No Swedish withholding tax is imposed if the redemption shares are sold on the Stockholm Stock Exchange during the period 19 May – 9 June 2021, please see ”Tax considerations in Sweden” on pages 13 – 14 in the information brochure.

Are there advantages of selling or keeping the redemption shares? 

If you are not a tax resident in Sweden, there may be tax related advantages in selling your redemption shares. Please see ”Tax considerations in Sweden” on pages 13 – 14 in the information brochure.

What are the tax consequences for me as a Swedish shareholder of German shares? 

For Swedish shareholders, dividends and capital gains upon divestment will be taxed in the income category capital with a tax rate of 30 percent. German withholding tax will arise upon a potential dividend. The withholding tax should be at maximum 15 percent of the dividend through applying the double taxation treaty. Shareholders might have to apply for a refund of the excess tax with the German Tax Agency if the withholding tax exceeds 15 percent of the dividend. The German withholding tax can thereafter be deducted from the shareholder’s Swedish tax. If the shareholder owns the German shares through an investment savings account or an endowment insurance, the holding is subject to a notional tax and the deduction of foreign tax cannot be larger than the notional tax amount. Any potential exceess foreign tax amount can be deducted during a later taxation year under certain circumstances.

 

QUESTIONS RELATED TO THE U.S. 

What do the U.S. transfer restrictions mean?

Neither the redemption shares of Class A and Class B that Kinnevik’s shareholders receive in connection with the share split nor the Zalando shares to be distributed through the Share Redemption Plan have been or will be registered under the U.S. Securities Act (as defined above) and accordingly may not be offered or sold within the United States except pursuant to certain transactions exempt from the registration requirements of the U.S. Securities Act (which are described under the section “U.S. Transfer Restrictions”). Please note that U.S. transfer restrictions allow for the sale and transfer on the Stockholm Stock Exchange of the redemption shares you receive following the share split, as well as the sale and transfer on the Frankfurt Stock Exchange of the German Zalando Shares. 

 

* The tax treatment of each individual shareholders depends on the shareholder’s specific situation and tax residency. Regarding the tax consequences that the Share Redemption Plan might entail, each shareholder should consult a tax advisors, including the applicability as well as the consequence of foreign tax treaties and rules.