Kinnevik: Notice to attend the Annual General Meeting
The shareholders of Kinnevik AB (publ) (“Kinnevik”) are hereby invited to the 2020 Annual General Meeting on Monday 11 May 2020 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 Annual General Meeting will be held to:
- elect in total seven (7) Board members and amongst them a Chairman of the Board for a one-year term – all current Board members are proposed for re-election, Cecilia Qvist is proposed to join the Board as new member and Dame Amelia Fawcett is proposed to continue as Chairman of the Board;
- approve new guidelines for remuneration to Senior Executives;
- approve Kinnevik’s 2020 long-term share incentive plan, including, among other things, resolutions to amend Kinnevik’s Articles of Association and to transfer incentive shares to the participants in the plan;
- authorise the Board to resolve on repurchase of own shares;
- resolve on amendments of the Articles of Association; 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.
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 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 in the share register maintained by Euroclear Sweden on Tuesday 5 May 2020, and give notice to attend no later than Tuesday 5 May 2020. Notice to attend can be made on Kinnevik’s website at 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, ”AGM”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.
In light of the outbreak of the novel corona virus and COVID-19 and for the safety of all shareholders, Kinnevik strongly encourage that shareholders do not attend the Annual General Meeting in person. Shareholders are instead requested to attend by way of a proxy holder or vote via remote access by post, more information regarding proxy services and voting by post can be found on Kinnevik’s website at under the heading ”General Meetings” (which can be found under the section ”Governance”) no later than 15 April 2020.
Proposed agenda and complete proposals
The Board has prepared the following proposed agenda for the 2020 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. 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.
8. 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.
9. Resolution on the proposed treatment of Kinnevik’s earnings as stated in the adopted Balance Sheet.
10. Resolution on the discharge from liability of the members of the Board and the Chief Executive Officer.
11. Determination of the number of members of the Board.
12. Determination of the remuneration to the members of the Board and the Auditor.
13. Election of Board members:
(a) Susanna Campbell (re-election, proposed by the Nomination Committee),
(b) Dame Amelia Fawcett (re-election, proposed by the Nomination Committee),
(c) Wilhelm Klingspor (re-election, proposed by the Nomination Committee),
(d) Brian McBride (re-election, proposed by the Nomination Committee),
(e) Henrik Poulsen (re-election, proposed by the Nomination Committee),
(f) Charlotte Strömberg (re-election, proposed by the Nomination Committee), and
(g) Cecilia Qvist (new election, proposed by the Nomination Committee).
14. Election of the Chairman of the Board.
15. Resolution regarding guidelines for remuneration to Senior Executives.
16. Resolution regarding a long-term share incentive plan for 2020, including resolutions regarding:
(a) adoption of the plan,
(b) amendments to the Articles of Association,
(c) authorisation for the Board to resolve on a new issue of incentive shares,
(d) authorisation for the Board to resolve to repurchase incentive shares, and
(e) transfer of own incentive shares to the participants in the plan.
17. 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.
18. Resolution regarding authorisation for the Board to resolve on repurchases of own ordinary shares.
19. Resolution regarding amendments of the Articles of Association.
20. Resolutions regarding shareholder Thorwald Arvidsson’s proposals (a)-(e).
21. Closing of the Annual General Meeting.
Special arrangements in view of the outbreak of the novel corona virus and COVID-19
The continued spread of the novel corona virus and COVID-19 remains difficult to assess with any certainty. At the time of the issuance of this notice, the Swedish government has introduced restrictions on public gatherings of more than 50 participants. Kinnevik is mindful of the health of our shareholders and will comply with any applicable restrictions and limitations. If there is a risk that the number of people present at the Annual General Meeting will exceed the restrictions and limitations for gatherings applicable at the time, Kinnevik may decide to postpone the Annual General Meeting until a later date. Further, as a precautionary measure Kinnevik has decided – in consultation with experts and in response to feedback from concerned shareholders – to implement special arrangements at the 2020 Annual General Meeting. Such arrangements include, among other things, that Kinnevik’s Chief Executive Officer, Georgi Ganev, Chairman of the Board, Dame Amelia Fawcett, and Chairman of the Nomination Committee, Cristina Stenbeck, will not give their customary presentations to the Annual General Meeting in person this year, and that no food or beverages will be served.
Kinnevik is closely monitoring the impact of the outbreak of the novel corona virus and COVID-19 in Sweden, and in case of updated government instructions or recommendations from relevant authorities, Kinnevik may decide on additional precautionary measures in connection with the 2020 Annual General Meeting. Information and updates on the special arrangements can be found on Kinnevik’s website at under the heading ”General Meetings” (which can be found under the section ”Governance”).
For further information, visit or contact:
Torun Litzén, Director Investor Relations
Phone +46 (0)70 762 00 50
Email
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.
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