Kinnevik: Notice to the Annual General Meeting
The shareholders of Kinnevik AB (publ) ("Kinnevik") are hereby given notice to the 2021 Annual General Meeting on Thursday 29 April 2021. Due to the continuing coronavirus pandemic, the Board has decided that the Annual General Meeting should be conducted only through postal voting in accordance with temporary legislation. It will not be possible for shareholders to attend the Annual General Meeting in person or by way of a proxy holder. The notice is attached to this press release.
Information on the resolutions adopted by the Annual General Meeting will be disclosed on
29 April 2021, as soon as the outcome of the postal voting has been finally confirmed.
A presentation by Kinnevik’s Chief Executive Officer, Georgi Ganev, and short introductions by the new Chairman of the Board proposed by the Nomination Committee, James Anderson, and the new Board member proposed by the Nomination Committee, Harald Mix, will be available on Kinnevik’s website at www.kinnevik.com under the heading ”General Meetings” (which can be found under the section ”Governance”) in connection with the Annual General Meeting.
Distribution of Kinnevik's shareholding in Zalando
As announced by Kinnevik on 17 February 2021, the Board of Kinnevik proposes that the 2021 Annual General Meeting resolves on a distribution of Kinnevik's shareholding in Zalando SE ("Zalando") to the shareholders. The distribution is proposed to be made through a share redemption plan, as set out in the Board's proposal under items 17(a)-(f) on the proposed agenda. Through the distribution, Kinnevik’s portfolio becomes more balanced and focused on Kinnevik’s younger high-growth, increasingly unlisted, businesses – in line with Kinnevik’s strategic plan to transform its portfolio and reinforce its position as Europe’s leading listed growth investor. Kinnevik’s shareholding in Zalando will for technical reasons be distributed in the form of Euroclear Sweden-registered Zalando shares that the holder may re-register directly with Clearstream Germany following the share redemption plan. The re-registration is made to enable shareholders to complete transactions with the distributed Zalando shares on the Frankfurt Stock Exchange.
An information brochure with further information on the share redemption plan as well as detailed instructions on the subsequent, free-of-charge, re-registration is available on Kinnevik’s website at www.kinnevik.com under the heading ”General Meetings” (which can be found under the section ”Governance”).
The Annual General Meeting will also be held to:
- elect in total six (6) Board members and amongst them a new Chairman of the Board – Susanna Campbell, Brian McBride, Cecilia Qvist and Charlotte Strömberg are proposed for
re-election, James Anderson and Harald Mix are proposed to join the Board as new members and James Anderson is proposed as new Chairman of the Board;
- resolve on arrangements in relation to Kinnevik's outstanding long-term incentive plans due to the proposed distribution of Zalando and other extraordinary value transfers to the shareholders since 2018;
- resolve on amendments to the Articles of Association;
- approve a new instruction for the Nomination Committee and elect the Nomination Committee's members; and
- address such other items as required at an Annual General Meeting under the Swedish Companies Act and the Swedish Corporate Governance Code.
Shareholders who wish to participate in the Annual General Meeting shall be recorded in the presentation of the share register prepared by Euroclear Sweden concerning the circumstances on Wednesday 21 April 2021, and give notice to participate no later than Wednesday 28 April 2021 by casting their postal vote as instructed under the heading “Postal voting” below, so that the postal vote is received by Kinnevik no later than that day.
To be entitled to participate in the Annual General Meeting, shareholders whose shares are registered in the names of nominees must, in addition to giving notice to participate by casting their postal vote, re-register such shares in their own name so that the shareholder is recorded in the presentation of the share register as of 21 April 2021. Such re-registration may be temporary ("voting rights registration") and can be requested from the nominee in accordance with the nominee’s procedures in such time in advance as the nominee determines. Voting rights registrations effected no later than the second banking day after 21 April 2021 will be considered in the presentation of the share register.
Shareholders may only exercise their voting rights at the Annual General Meeting through postal voting in advance pursuant to Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for postal voting. The form is available on Kinnevik’s website at www.kinnevik.com under the heading ”General Meetings” (which can be found under the section ”Governance”). Shareholders may also cast their postal votes digitally. 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”).
Both postal voting forms and digital postal votes must be received by Kinnevik no later than 28 April 2021. Further instructions and conditions can be found in the postal voting form.
The Board proposes the following agenda to the Annual General Meeting:
- Election of Chairman of the Annual 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 Annual General Meeting has been duly convened.
- 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.
- 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.
- Resolution on the proposed treatment of Kinnevik’s earnings as stated in the adopted Balance Sheet.
- Resolution on the discharge from liability of the members of the Board and the Chief Executive Officer.
- Presentation and resolution on the adoption of the Remuneration Report.
- Determination of the number of members of the Board.
- Determination of the remuneration to the members of the Board and the Auditor.
- Election of Board members:
- Susanna Campbell (re-election, proposed by the Nomination Committee),
- Brian McBride (re-election, proposed by the Nomination Committee),
- Cecilia Qvist (re-election, proposed by the Nomination Committee),
- Charlotte Strömberg (re-election, proposed by the Nomination Committee),
- James Anderson (new election, proposed by the Nomination Committee), and
- Harald Mix (new election, proposed by the Nomination Committee).
- Election of the Chairman of the Board.
- Resolutions on:
- amendments to the Articles of Association, and
- determination of the number of Auditors and election of Auditor.
- Resolutions on:
- approval of instruction for the Nomination Committee, and
- election of members of the Nomination Committee.
- Resolution regarding distribution of Kinnevik’s shareholding in Zalando through a share redemption plan, including resolutions regarding:
- 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 a reduction of the share capital through redemption of shares,
- reduction of the share capital through redemption of shares,
- increase of the share capital through a bonus issue without issuance of new shares, and
- reduction of the share capital without cancellation of shares.
- Resolution regarding dividend as compensation to participants in Kinnevik's long-term incentive plan 2018 for paid dividends and other value transfers since 2018.
- Resolution regarding transfer of own Class B shares to cover costs for outstanding long-term incentive plans and to effectively realise the value of Class B shares held in treasury.
- Resolution on hedging arrangements in order to cover future costs for outstanding
long-term incentive plans, including resolutions regarding:
- amendments to the Articles of Association,
- authorisation for the Board to resolve on a new issue of Class X shares, and
- authorisation for the Board to resolve to repurchase Class X shares.
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.