The shareholders of Kinnevik AB (publ) (“Kinnevik”) are hereby invited to an Extraordinary General Meeting on Thursday 7 November 2019 at 16:00 at Convendum, Regeringsgatan 30 in Stockholm. The Extraordinary General Meeting shall resolve on the proposed distribution of Kinnevik's holding in Millicom to its shareholders through a share redemption plan.
As announced by Kinnevik on 17 September 2019, the Extraordinary General Meeting will be held to resolve on the Board’s proposal to distribute Kinnevik’s holding in Millicom International Cellular S.A. (”Millicom”) (in the form of Swedish depositary receipts (”SDRs”) in Millicom listed on Nasdaq Stockholm and convertible into Millicom shares listed on Nasdaq New York), to the holders of ordinary shares (i.e. holders of Class A shares and Class B shares) in Kinnevik.
The distribution of Kinnevik’s Millicom SDRs is proposed to be made through a share redemption plan. Each ordinary share in Kinnevik (irrespective of share class) will entitle to one (1) redemption share, and each redemption share will entitle to 0.1372 Millicom SDRs, corresponding to a value transfer of SEK 61.05 per ordinary share in Kinnevik (based on the closing price of Millicom SDRs on Nasdaq Stockholm as at 4 October 2019). The Board shall be authorised to set the record dates for the right to receive redemption shares, for the redemption of these, and for the right to receive Millicom SDRs. The estimated record date for the right to receive redemption shares is 14 November 2019. Based on the estimated record date, the redemption shares will be traded on Nasdaq Stockholm from and including 15 November 2019 to and including 29 November 2019, and will then automatically be redeemed by Kinnevik. The redemption consideration, in the form of Millicom SDRs, is estimated to be paid out to the holders of redemption shares on 3 December 2019 and will be available on securities accounts/nominee accounts or equivalent on 5 December 2019. Kinnevik will arrange for any excess fractions of Millicom SDRs to be sold on behalf of the shareholders concerned.
The Extraordinary General Meeting will also resolve on proposals from a shareholder.
Shareholders who wish to participate in the Extraordinary General Meeting shall be recorded in the share register maintained by Euroclear Sweden on Thursday 31 October 2019, and give notice to attend no later than Thursday 31 October 2019. Notice to attend can be made on Kinnevik’s website 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 5267, SE-102 46 Stockholm, Sweden.
PROPOSED AGENDA AND COMPLETE DOCUMENTATION
The Board has proposed the following agenda for the Extraordinary General Meeting:
- Opening of the Extraordinary General Meeting.
- Election of Chairman at the Extraordinary General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to check and verify the minutes.
- Determination of whether the Extraordinary General Meeting has been duly convened.
- Resolution regarding distribution of Kinnevik’s holding in Millicom through a share redemption plan comprising the following resolutions:
- amendments to the articles of association in order to facilitate the share split 2:1,
- share split 2:1,
- amendments of the articles of association in order to facilitate the reduction of the share capital through redemption of shares,
- reduction of the share capital through redemption of shares, and
- increase of the share capital through a bonus issue without issuance of new shares.
- Resolution regarding shareholder Thorwald Arvidsson’s proposals (a)-(d).
- Closing of the Extraordinary General Meeting.
The notice document is attached to this press release and includes the Board’s complete proposals, the Board’s and auditor’s statements and reports in respect of the share redemption plan as well as the proposals from a shareholder. 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”), where an information brochure regarding the distribution of Kinnevik’s holding in Millicom and the share redemption plan is also available.
For further information, visit www.kinnevik.com or contact:
Torun Litzén, Director Investor Relations
Phone +46 (0)70 762 00 50
Kinnevik is an industry focused investment company with an entrepreneurial spirit. Our purpose is to build digital businesses that provide more and better choice. We do this by working in partnership with talented founders and management teams to create, develop and invest in fast growing businesses in developed and emerging markets. We believe in delivering both shareholder and social value by building companies that contribute positively to society. Kinnevik was founded in 1936 by the Stenbeck, Klingspor and von Horn families. Kinnevik’s shares are listed on Nasdaq Stockholm’s list for large cap companies under the ticker codes KINV A and KINV B.