The shareholders of Kinnevik AB (publ) are hereby invited to an Extraordinary General Meeting on Monday 16 July 2018 at 3.00 p.m. CET at Kungliga Myntkabinettet, Slottsbacken 6, Stockholm. The Extraordinary General Meeting shall resolve on the proposed distribution of Kinnevik's shares in MTG to its shareholders.
Shareholders who wish to attend the Extraordinary General Meeting shall
- be entered in the share register maintained by Euroclear Sweden on Tuesday 10 July 2018, and
- give notice of their attendance no later than Tuesday 10 July 2018. Notice to attend is to be made on the company's website at www.kinnevik.com under the heading "General Meetings" (which can be found under the section "Governance"), by telephone to +46 (0) 771 246 400 or by post by sending a letter to Computershare AB "Kinnevik's EGM", P.O. Box 610, SE-182 16 Danderyd, Sweden.
Shareholders shall in their notice to attend state name, personal identification number or company registration number, address, phone number and advisors, if applicable. Shareholders whose shares are registered in the names of nominees must temporarily re-register such shares in their own name in order to be entitled to attend the Extraordinary General Meeting. In order for such re-registration to be completed on Tuesday 10 July 2018 the shareholder must inform its nominee well before that day. Shareholders attending by a proxy or a representative should send documents of authorisation to the postal address above well before the Extraordinary General Meeting. A template proxy form is available on Kinnevik's website www.kinnevik.com under the heading "General Meetings" (which can be found under the section "Governance"). Shareholders cannot vote or, in other way, attend the Extraordinary General Meeting by remote access.
Shareholders' personal data collected from the share register, notification of attendance to the Extraordinary General Meeting as well as information regarding representatives and advisors will be used for registration, drawing up of voting list for the Extraordinary General Meeting and, where applicable, minutes from the Extraordinary General Meeting. The personal data will be processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council) in force as of 25 May 2018. For additional information regarding Kinnevik's process of personal data and your rights, please see Kinnevik's website www.kinnevik.com under the heading "Shareholders' Personal Data" (which can be found under the section "Investors" under the heading "The Share").
1. Opening of the Extraordinary General Meeting.
2. Election of Chairman of the Extraordinary 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 Extraordinary General Meeting has been duly convened.
7. Resolution regarding distribution of Kinnevik's shares in Modern Times Group MTG AB (publ).
8. Closing of the Extraordinary General Meeting.
RESOLUTIONS PROPOSED BY THE BOARD
Distribution of Kinnevik's shares in Modern Times Group MTG AB (publ) (item 7)
Background and reasons
In January 2018, Kinnevik announced its support of the proposed statutory merger between Tele2 and Com Hem. Following the merger, Kinnevik will become the largest shareholder in the new, combined, Tele2.
The completion of the merger is subject to, inter alia, approval by the shareholders of both Tele2 and Com Hem at their respective Extraordinary General Meetings, as well as necessary authority approvals, e.g. merger control clearance of the transaction. Kinnevik has agreed with Tele2 and Com Hem that Kinnevik will effect pro-competitive measures, if required, to complete the merger.
Kinnevik has during the first half of 2018 participated in pre-notification contacts with the European Commission together with Tele2 and Com Hem. During the course of these contacts Kinnevik has concluded that, due to Kinnevik's portfolio company Modern Times Group MTG AB's (publ) ("MTG") and Com Hem's positions on Swedish television markets, relevant pro-competitive measures by Kinnevik would be required in relation to these markets. This is without prejudice to the European Commission's review of the proposed combination of Com Hem's and Tele2's activities.
Against that background, and as announced by Kinnevik on 14 June 2018, Kinnevik's Board of Directors resolved to propose to distribute all of Kinnevik's shares in MTG to Kinnevik's shareholders, following a reclassification of Kinnevik's MTG class A shares into MTG class B shares. By distributing all of Kinnevik's shares in MTG, Kinnevik both aims at facilitating the European Commission's upcoming merger control procedure as regards the Swedish television markets and also delivers an extraordinary dividend to Kinnevik's shareholders of in total SEK 4.9bn (based on the MTG class B share price as at 13 June 2018). The distribution also gives Kinnevik's shareholders the opportunity to become direct shareholders in both MTG and Nordic Entertainment Group after the ongoing MTG split process that will continue following completion of Kinnevik's distribution of its shares in MTG. The MTG split process will not be completed during 2018.
For further information about the Tele2 and Com Hem merger and the new combined company, please refer to the information regarding the merger on Tele2's website www.tele2.com under the heading "Tele2 and Com Hem merger" (which can be found under the section "Investors").
As at the date this notice is disclosed Kinnevik holds 4,461,691 MTG class A shares and 9,042,165 MTG class B shares.
The Board of Directors proposes that all Kinnevik's shares in MTG - following a reclassification of Kinnevik's MTG class A shares into MTG class B shares that will result in Kinnevik holding 13,503,856 MTG class B shares and no MTG class A shares - are distributed to the shareholders pro rata to the number of shares they own in Kinnevik at the record date (irrespective of share class).
This means that each share in Kinnevik (irrespective of share class) entitles to approximately 0.05 MTG class B shares, corresponding to an extraordinary dividend-in-kind of approximately SEK 18.00 per share (based on the MTG B share price as at 13 June 2018).
Sale of MTG class B shares and fractions of shares
Kinnevik will arrange for any MTG class B shares that cannot be distributed to the shareholders pro rata to the shares they own in Kinnevik, as well as any fractions of shares that are the result of a shareholder's respective holding in Kinnevik not entitling the holder to a whole number of MTG class B shares, to be sold. The proceeds from the sale of MTG class B shares that cannot be distributed shall be allocated between the shareholders pro rata to the shares they own at the record date (irrespective of class), and the proceeds from the sale of fractions will be allocated between the shareholders who would have been entitled to receive such fractions.
Record date and the last trading day in the Kinnevik share including the right to receive the distribution of MTG class B shares
The Board of Directors proposes that the Board of Directors is authorised to resolve on the record date for distribution of MTG class B shares, subject to that the record date may not be set to a day prior to all of Kinnevik's MTG class A shares having been reclassified into MTG class B shares.
According to MTG's articles of association, MTG class A shareholders may request reclassification of their MTG class A shares into MTG class B shares during the month of July (the "Reclassification Period"). Following the Reclassification Period MTG shall handle the request and submit the reclassification for registration to the Swedish Companies Registration Office (Sw. Bolagsverket), and the reclassification is effectuated upon registration which is expected to take place during the first half of August 2018.
Kinnevik's Board of Directors will resolve on the record date for distribution in due time to be able to well in advance communicate the record date for the distribution, as well as the last trading day in the Kinnevik share including the right to receive the distribution of MTG class B shares, and the first trading day in the Kinnevik share excluding the right to receive the distribution of MTG class B shares.
The value of the distribution and Kinnevik's non-restricted equity
The Board of Directors' proposed dividend corresponds to a total amount of SEK 5,067m, based on the market value of the shares in MTG as per the date on which this notice is announced.
As of 31 December 2017, Kinnevik's non-restricted equity amounted to SEK 41,929m. On 14 May 2018 the Board of Directors made use of its authorisation from the 2017 Annual General Meeting, and resolved on an issue and repurchase of 200,000 own class C shares resulting in an increase of the share capital of SEK 20,000 (these shares have thereafter been reclassified into own class B shares). The Annual General Meeting on 21 May 2018 resolved to pay a cash dividend of SEK 8.25 per share, totalling SEK 2,270m, which reduced the non-restricted equity by the same amount. Hence, the available amount for distribution in accordance with Chapter 17, Section 3, Paragraph 1 of the Swedish Companies Act, amounts to SEK 39,659m. Following the Extraordinary General Meeting's resolution regarding the distribution of shares in MTG, the available amount in accordance with Chapter 17, Section 3, Paragraph 1 of the Swedish Companies Act is expected to be reduced by SEK 2,439m, corresponding to the parent company's book value of shares directly held as at 31 December 2017 and shares acquired from Kinnevik's wholly-owned subsidiary Emesco AB in an intra-group transaction during June 2018, to approximately SEK 37,220m.
Information about MTG, Nordic Entertainment Group and the MTG class B share
For information about MTG, Nordic Entertainment Group and the MTG class B share, please refer to MTG's website at www.mtg.com, where MTG's historical financial reports are available under the headings "Annual Reports" and "Reports" and information about MTG class B share is available under the heading "The Share" and information about Nordic Entertainment Group and the split is available e.g. under the heading "MTG Split" (all headings listed in this paragraph can be found under the section "Investors").
Shares and votes
There are a total of 275,666,638 shares in Kinnevik, whereof 41,157,144 class A shares and 234,509,494 class B shares. The total number of votes for all issued shares in Kinnevik is 646,080,934. As at the date on which this notice is disclosed, Kinnevik holds 536,900 own class B shares which cannot be represented at the Extraordinary General Meeting.
The Board, or such person that the Board may appoint, shall be authorised to make such minor adjustments in the resolutions adopted by the Extraordinary General Meeting as may be required in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden.
An information brochure regarding the distribution of Kinnevik's shares in MTG, the annual report and auditor's report for 2017, the reasoned statement of the Board pursuant to Ch 18 Sec 4 of the Swedish Companies Act and the report of the Board and the Auditor's statement pursuant to Ch 18 Sec 6 of the Swedish Companies Act will no later than 25 June 2018 be available at the company's website www.kinnevik.com under the heading "General Meetings" (which can be found under the section "Governance"), at the company's office at Skeppsbron 18 in Stockholm and will be sent to those shareholders who so request and state their postal address or email address.
The same address and telephone number can be used for ordering the documentation as for the notice to attend, see above.
Shareholders' right to request information
The Board and the Chief Executive Officer shall, if any shareholder so requests and the Board believes that it can be done without material harm to the company, at the Extraordinary General Meeting provide information regarding circumstances that may affect the assessment of an item on the agenda.
Stockholm, June 2018
KINNEVIK AB (PUBL)
THE BOARD OF DIRECTORS
Schedule for the Extraordinary General Meeting:
The doors open for shareholders at 2.00 p.m. CET.
The Extraordinary General Meeting commences at 3.00 p.m. CET.
The Extraordinary General Meeting will mainly be held in Swedish. As a service to the shareholders, simultaneous interpretation from Swedish to English as well as from English to Swedish will be provided.
For further information, visit www.kinnevik.com or contact:
Torun Litzén, Director Investor Relations
Phone +46 (0)70 762 00 50
KINNEVIK AB (publ)
Skeppsbron 18 · P.O. Box 2094 · SE-103 13 Stockholm · Sweden
Reg no 556047-9742 · Phone +46 8 562 000 00 · Fax +46 8 20 37 74 · www.kinnevik.com