Expert Corporate Governance Service (ECGS)
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Investor AB - AGM 08 May 2019

In general, Investor is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 13a, the nomination committee seeks approval of the remuneration of the board of directors. Although the proposed fees are conform to Swedish market practice, ECGS does not approve of the partial payment in synthetic shares. Hence, ECGS recommends to vote OPPOSE.

Under ITEMS 14a-14k, the (re-)election of the board of directors is proposed.

In view of insufficient independent representation on the board of directors as well as concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the (re-)election of: Ms. Magdalena Gerger (ITEM 14d), Mr. Tom Johnstone (ITEM 14e), Ms. Sara Mazur (ITEM 14f), Ms. Grace Reksten Skaugen (ITEM 14g), Mr. Hans Sträberg (ITEM 14h), Ms. Lena Treschow Torell (ITEM 14i), Mr. Jacob Wallenberg (ITEM 14j), Mr. Marcus Wallenberg (ITEM 14k).

Under ITEM 15, the nomination committee proposes to re-appoint Mr. Jacob Wallenberg as Chairman of the board of directors. As already mentioned above, ECGS has various concerns over his re-appointment and therefore does not support his re-election as board Chairman either. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEMS 17b and 17c, the board of directors seeks approval of two LT incentive plans. In view of insufficiently challenging performance conditions, ECGS recommends to vote OPPOSE.

Under ITEM 18a, the board of directors seeks authorisation to repurchase own shares. Although the authority as such would meet its guidelines, ECGS notes that the shares to be repurchased may also be used to secure the Company's obligations under the LT incentive plan as well as the allocation of synthetic shares as part of the compensation of the board of directors. Since it neither agrees with the LT incentive plan nor approves of the (proposed) compensation of the board in the form of synthetic shares, ECGS recommends to vote OPPOSE.

Under ITEM 18b, the board of directors seeks authority to transfer own shares in connection with the LT incentive plan. In ECGS' view this is an enabling resolution of ITEM 17b above. Since ECGS does not approve of the proposed LT incentive plan, it does not agree with resolutions to secure obligations under said plan either. Accordingly, ECGS recommends to vote OPPOSE.

Finally, ITEM 19 is a proposal made by a shareholder. ECGS does not approve of the proposal and therefore recommends to vote OPPOSE.

Investor AB B

Investor AB is an industrial holding company. Through its subsidiaries, Co. invests in companies and industries. Co.'s holdings are divided into two business areas: Core Investments and Financial Investments. Core Investments consists of listed holdings, in which Co. is a major owner, and its wholly-owned subsidiaries. Financial Investments consists of Co.'s investments in EQT and Investor Growth Capital, its partner-owned investments and other investments and activities.


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