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Notice to Kinnevik’s Annual General Meeting

04 apr 2023, 08:00 am · Regulatory information
The shareholders of Kinnevik AB (publ) ("Kinnevik") are hereby invited to the 2023 Annual General Meeting on Monday 8 May 2023 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 decided that the shareholders also shall be able to exercise their voting rights at the Annual General Meeting by postal voting in advance.

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;
  • approve an updated instruction for the Nomination Committee and elect members to the Nomination Committee for the work ahead of the 2024 Annual General Meeting – the Nomination Committee is proposed to consist of five (5) members, including the Chairman of the Board. Hugo Stenbeck, Lawrence Burns, Erik Brändström and Marie Klingspor are proposed as members of the Nomination Committee in addition to the Chairman of the Board, and Lawrence Burns is proposed as Chairman of the Nomination Committee;
  • resolve to adopt Kinnevik's 2023 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 to participants in Kinnevik's long-term incentive plans for 2018 and 2020, in accordance with the Articles of Association and the terms of the plans, as well as arrangements for the delivery of shares under 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 as well as a shareholder proposal, 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 Thursday 27 April 2023, and give notice of participation no later than Tuesday 2 May 2023.

Participation at the meeting venue

Shareholders who wish to attend the meeting venue in person or by proxy must give notice of participation to Kinnevik no later than Tuesday 2 May 2023. Notice of participation may be given via Euroclear Sweden AB's website at https://anmalan.vpc.se/euroclearproxy, 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 of participation state their name, personal identification number or company registration number, address, phone number and advisors, if applicable.

If the shareholder is represented by proxy at the meeting venue, a written and dated power of attorney and registration certificate or a corresponding document for a legal entity should be sent 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 by postal voting

Shareholders who wish to participate in the Annual General Meeting by postal voting must give notice of participation by casting their postal vote so that it is received by Euroclear Sweden AB no later than Tuesday 2 May 2023. A special form shall be used for postal voting, 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.

If the shareholder postal votes by proxy, a written and dated a power of attorney shall be enclosed with the postal voting form. 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"). If the shareholder is a legal entity, a registration certificate or a corresponding document for the legal entity shall be enclosed with the postal voting form. Further instructions can be found on the postal voting form and on Euroclear Sweden AB's website at https://anmalan.vpc.se/euroclearproxy.

Nominee-registered shares

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 Thursday 27 April 2023. 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 2 May 2023 will be considered in the presentation of the share register.

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. Approval of instruction for the Nomination Committee.
  20. Election of members and the Chairman of the Nomination Committee.
  21. Resolution regarding a long-term share incentive plan for 2023, 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.
  22. Resolution regarding arrangements for delivery of shares under outstanding long-term incentive plans, including resolutions on:
    1. transfer of own shares of Class B to participants in Kinnevik's long-term incentive plans for 2018 and 2020;
    2. authorisation for the Board to resolve on a new issue of shares of Class X; and
    3. authorisation for the Board to resolve to repurchase own shares of Class X.
  23. Resolution regarding shareholder Johan Klingspor's proposal.
  24. Closing of the Annual General Meeting.