The shareholders of Kinnevik AB (publ) (”Kinnevik”) are hereby invited to an Extraordinary General Meeting on Wednesday 19 August 2020 at 10:00 CEST at Convendum, Regeringsgatan 30 in Stockholm. Registration for the Extraordinary General Meeting will commence at 9:30 CEST.
The Extraordinary General Meeting will be held to resolve on the Board’s proposal regarding an extraordinary cash value transfer of SEK 7.00 per share to holders of ordinary shares (i.e. holders of Class A shares and Class B shares) in Kinnevik which is expected to be paid out to shareholders around 17 September 2020. The Board’s proposal is a result of Kinnevik's divestment of 11.25 million shares in Zalando, as announced by Kinnevik on 15 June 2020. The extraordinary cash value transfer 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 a redemption amount of SEK 7.00 per share. The Board shall be authorised to set the record dates for the right to receive redemption shares and for the right to receive the redemption amount. The estimated record date for the right to receive redemption shares is 26 August 2020. Based on the estimated record date, the redemption shares will be traded on Nasdaq Stockholm from and including 27 August 2020 to and including 10 September 2020, and will thereafter automatically be redeemed by Kinnevik. The redemption amount is estimated to be paid out to holders of redemption shares as of 14 September 2020, and will be distributed to the yield account linked to shareholders' securities accounts, nominee accounts or equivalent around 17 September 2020.
The notice, including the Board’s complete proposals and documentation for the Extraordinary 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”), where also an information brochure regarding the share redemption plan will be made available no later than 5 August 2020.
Shareholders who wish to participate in the Extraordinary General Meeting shall be recorded in the share register maintained by Euroclear Sweden on Thursday 13 August 2020, and give notice to attend no later than Thursday 13 August 2020.
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) 8 402 91 36 or by post by sending a letter to Kinnevik AB, ”EGM”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders shall in their notice to attend state their name, personal identification number or company registration number, address, phone number and advisors, if applicable.
In light of the outbreak of the corona virus that causes COVID-19 and for the safety of all shareholders, Kinnevik has decided that shareholders before the Extraordinary General Meeting should be able to exercise their voting rights by post. The form for postal voting and a link to digital postal voting can be found on Kinnevik’s website at www.kinnevik.com under the heading ”General Meetings” (which can be found under the section ”Governance”).
Kinnevik strongly encourages shareholders to vote by post in order to minimise the number of participants present in person at the Extraordinary General Meeting, thereby helping to reduce the spread of infection.
The Board has prepared the following proposed 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 an extraordinary cash value transfer 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 to 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.
- Closing of the Extraordinary General Meeting.
Special arrangements in view of the outbreak of the corona virus that causes COVID-19
The continued spread of the corona virus that causes COVID-19 remains difficult to assess with any certainty. At the time of the issuance of this notice, public gatherings of more than 50 participants are restricted. Kinnevik is mindful of the health of our shareholders and will comply with any applicable restrictions. As a further precautionary measure, Kinnevik has decided to implement special arrangements at the Extraordinary General Meeting. Such arrangements include, among other things, that Kinnevik’s Board members and Chief Executive Officer will participate in the Extraordinary General Meeting via telephone, no presentations will be held, and no food or beverages will be served.
Kinnevik is closely monitoring the impact of the outbreak of the corona virus that causes COVID-19, and in case of updated government instructions or recommendations from relevant authorities, Kinnevik may decide on additional precautionary measures in connection with the Extraordinary General Meeting. If there is a risk that the number of people present at the Extraordinary General Meeting will exceed the restrictions and limitations for gatherings applicable at the time, Kinnevik may decide to postpone the Extraordinary General Meeting until a later date. Further information and updates on the special arrangements, if any, will be made 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.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 make people’s lives better by providing more and better choice. In partnership with talented founders and management teams we build challenger businesses that use disruptive technology to address material, everyday consumer needs. As active owners, we believe in delivering both shareholder and social value by building long-term sustainable businesses that contribute positively to society. We invest in Europe, with a focus on the Nordics, the US, and selectively in other markets. 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.