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Notice to Kinnevik’s Annual General Meeting

7 april 2022, 13:30 PMRegulatory information
The shareholders of Kinnevik AB (publ) ("Kinnevik") are hereby invited to the 2022 Annual General Meeting on Monday 9 May 2022 at 10:00 a.m. CEST at Hotel At Six, Brunkebergstorg 6 in Stockholm. Registration for the Annual General Meeting will commence at 9:30 a.m. CEST. The Board has resolved that the shareholders may exercise their voting rights at the Annual General Meeting also through postal voting, in accordance with the provisions of Kinnevik's Articles of Association.

The Annual General Meeting will be held to:

  • elect in total five (5) Board members and amongst them a Chairman of the Board for a one-year term – James Anderson, Susanna Campbell, Harald Mix, Cecilia Qvist and Charlotte Strömberg are proposed for re-election and James Anderson is proposed to continue as Chairman of the Board;
  • elect members to the Nomination Committee for the work ahead of the 2023 Annual General Meeting – the Nomination Committee is proposed to consist of five (5) members, including the Chairman of the Board. Anders Oscarsson, Hugo Stenbeck, Lawrence Burns and Marie Klingspor are proposed for re-election and Anders Oscarsson is proposed to continue as Chairman of the Nomination Committee;
  • resolve to adopt Kinnevik's 2022 long-term share incentive plan, including, among other things, resolutions to amend Kinnevik's Articles of Association and transfers of shares;
  • resolve on a compensation for paid dividends and other value transfers since 2019 to participants in Kinnevik's long-term incentive plan for 2019, in accordance with the Articles of Association and the terms and conditions of Kinnevik's long-term incentive plan for 2019, as well as arrangements for the delivery of shares under Kinnevik's outstanding long-term incentive plans; and
  • address such other items as required at an Annual General Meeting under the Swedish Companies Act and the Swedish Corporate Governance Code.

The notice document, including the Board's and the Nomination Committee's complete proposals to the Annual General Meeting, is attached to this press release. 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").

Participation
Shareholders who wish to participate in the Annual General Meeting shall be recorded as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Friday 29 April 2022, and give notice of participation no later than Tuesday 3 May 2022.

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 of participation, re-register such shares in their own name so that the shareholder is recorded in the presentation of the share register as of Friday 29 April 2022. 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 by the nominee no later than Tuesday 3 May 2022 will be considered in the presentation of the share register.

Participation at the meeting venue
Shareholders who wish to attend the meeting venue in person or by proxy must give notice to participate 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) 8 402 91 36, or by post to Kinnevik AB, "AGM", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders shall in their notice to participate state their name, personal identification number or company registration number, address, phone number and advisors, if applicable.

Shareholders represented by a proxy or a representative should send documents of authorisation to the address above, well before the Annual General Meeting. A template proxy form is available on Kinnevik's website at www.kinnevik.com under the heading "General Meetings" (which can be found under the section "Governance").

Participation through postal voting
Shareholders who wish to participate in the Annual General Meeting through postal voting in advance must give notice to participate by casting their postal vote so that the postal vote is received by Kinnevik no later than Tuesday 3 May 2022. 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").

The postal voting form can be submitted either by email to GeneralMeetingService@euroclear.com, or by post to Kinnevik AB, "AGM", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders may also cast their postal votes electronically through BankID verification via Euroclear Sweden AB's website at https://anmalan.vpc.se/euroclearproxy. Further instructions and conditions can be found on the postal voting form and on Euroclear Sweden AB's website.

Proposed agenda
The Board proposes the following agenda to the 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. Presentation and resolution on approval of the Remuneration Report.
  14. Determination of the number of members of the Board.
  15. Determination of the remuneration to the members of the Board and the Auditor.
  16. Election of Board members:
    1. James Anderson (re-election, proposed by the Nomination Committee);
    2. Susanna Campbell (re-election, proposed by the Nomination Committee);
    3. Harald Mix (re-election, proposed by the Nomination Committee);
    4. Cecilia Qvist (re-election, proposed by the Nomination Committee); and
    5. Charlotte Strömberg (re-election, proposed by the Nomination Committee).
  17. Election of the Chairman of the Board.
  18. Determination of the number of Auditors and election of Auditor.
  19. Election of members of the Nomination Committee.
  20. Resolution regarding a long-term share incentive plan for 2022, including resolutions on:
    1. adoption of the plan;
    2. amendments to the Articles of Association;
    3. authorisation for the Board to resolve on a new issue of incentive shares;
    4. authorisation for the Board to resolve to repurchase own incentive shares;
    5. transfers, free-of-charge, of own incentive shares and shares in a participation company established for the purpose of the plan; and
    6. transfers, at market value, of own incentive shares and shares in a participation company established for the purpose of the plan.
  21. Resolution regarding arrangements for delivery of shares under outstanding long-term incentive plans, including resolutions on:
    1. transfer of own Class B shares to participants in Kinnevik's long-term incentive plan for 2019;
    2. authorisation for the Board to resolve on a new issue of Class X shares; and
    3. authorisation for the Board to resolve to repurchase own Class X shares.
  22. Closing of the Annual General Meeting.