The shareholders of Kinnevik AB (publ) ("Kinnevik") are hereby invited to the 2019 Annual General Meeting on Monday 6 May 2019 at 10:00 a.m. CEST at Hotel At Six, Brunkebergstorg 6 in Stockholm. Registration for the Annual General Meeting will commence at 9:00 a.m. CEST.
The Annual General Meeting will be held to:
- elect in total six (6) Board members and amongst them a Chairman of the Board for a one-year term - Susanna Campbell and Brian McBride are proposed to join the Board as new members and Dame Amelia Fawcett is proposed to continue as Chairman of the Board;
- approve an ordinary cash dividend for 2018 of SEK 8.25 per ordinary share - to be paid out to the shareholders in two instalments. Payment is estimated to occur on 14 May 2019 (SEK 4.25) and 13 November 2019 (SEK 4.00);
- approve guidelines for remuneration for Senior Executives;
- approve Kinnevik's 2019 long-term share incentive plan, including resolutions to amend Kinnevik's Articles of Association and to make a directed issue of incentive shares to the participants in the plan; and
- address such other items and business as required at an Annual General Meeting under the Swedish Companies Act and the Swedish Corporate Governance Code or as may properly come before the Annual General Meeting.
Shareholders who wish to participate in the Annual General Meeting shall be recorded in the share register maintained by Euroclear Sweden on Monday 29 April 2019, and give notice to attend no later than Monday 29 April 2019. Notice to attend can be made on Kinnevik'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 AGM", P.O. Box 610, SE-182 16 Danderyd, Sweden.
Proposed agenda and complete proposals
The Board has prepared the following proposed agenda for the 2019 Annual General Meeting:
1. Opening of the Annual General Meeting.
2. Election of Chairman 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 Chairman 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. Determination of the number of members of the Board.
14. Determination of the remuneration to the members of the Board and the Auditor.
15. Election of Board members:
- Dame Amelia Fawcett (re-election, proposed by the Nomination Committee),
- Wilhelm Klingspor (re-election, proposed by the Nomination Committee),
- Henrik Poulsen (re-election, proposed by the Nomination Committee),
- Charlotte Strömberg (re-election, proposed by the Nomination Committee),
- Susanna Campbell (new election, proposed by the Nomination Committee), and
- Brian McBride (new election, proposed by the Nomination Committee).
16. Election of the Chairman of the Board.
17. Approval of the procedure of the Nomination Committee.
18. Resolution regarding guidelines for remuneration for Senior Executives.
19. Resolution regarding a long-term share incentive plan for 2019, including resolutions regarding:
- adoption of the plan,
- amendments of the Articles of Association, and
- new issue of incentive shares to the participants in the plan.
20. Resolution regarding authorisation for the Board to resolve on transfers of own Class B shares to cover costs for previously resolved long term incentive plans.
21. Resolution regarding authorisation for the Board to resolve on repurchases of own ordinary shares.
22. Resolution regarding approval of transactions with closely related parties.
23. Closing of the Annual General Meeting.
The notice, including the Board's and the Nomination Committee's complete proposals and documentation for the Annual General Meeting, is attached to this press release. The notice is also available on Kinnevik's website at www.kinnevik.com under the heading "General Meetings" (which can be found under the section "Governance").
For further information, visit www.kinnevik.se or contact:
|Torun Litzén, Director Investor Relations||Phone +46 (0)8 562 000 83|
Mobile +46 (0)70 762 00 83
Kinnevik is an entrepreneurial investment group focused on building digital consumer businesses. We work in partnership with talented founders and managers to create, invest in and lead fast growing digital businesses both in developed and developing countries. 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.