Notice to attend the Annual General Meeting on Monday 7 May 2012
(Thomson Reuters ONE) -
The Shareholders of Investment AB Kinnevik (publ) are hereby invited to the
Annual General Meeting of shareholders on Monday 7 May 2012 at 10.00 a.m. CET at
the Hotel Rival, Mariatorget 3 in Stockholm.
NOTIFICATION ETC.
Shareholders who wish to attend the Annual General Meeting shall
* be entered in the share register maintained by Euroclear Sweden AB on Monday
30 April 2012,
* give notice of their attendance no later than on Monday 30 April 2012 at
3.00 p.m. CET. The notification may be submitted on the Company's website at
www.kinnevik.se, by telephone to +46 (0) 771 246 400 or in writing to the
address Investment AB Kinnevik, c/o Computershare AB, P.O. Box 610, SE-
182 16 Danderyd, Sweden.
The notification should state the name, personal identification number or
company registration number, address, telephone number, shareholdings and
advisors, if applicable. Shareholders whose shares are registered in the names
of nominees must temporarily re-register the shares in their own name in order
to be entitled to attend the Annual General Meeting. Shareholders who wish to
make such re-registration must inform the nominees well before Monday 30 April
2012. Shareholders represented by proxy or a representative should submit a
power of attorney, certificate of registration or other documents of
authorisation to Kinnevik at the address above well before the Annual General
Meeting, and preferably not later than Monday 30 April 2012. A template proxy
form is available on the company's website www.kinnevik.se. Shareholders cannot
vote or, in other way, participate on distance.
PROPOSED AGENDA
Opening of 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.
Statement by the Chairman of the Board on the work of the Board of Directors.
Presentation by the Chief Executive Officer.
Presentation of the Annual Report and Auditor's Report and 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 and of the Group Profit and Loss Statement and the Group Balance Sheet.
Resolution on the proposed treatment of the Company's earnings as stated in the
adopted Balance Sheet.
Resolution on the discharge of liability of the directors of the Board and the
Chief Executive Officer.
Determination of the number of directors of the Board.
Determination of the remuneration to the directors of the Board and the auditor.
Election of the directors of the Board and the Chairman of the Board.
Approval of the procedure of the Nomination Committee.
Resolution regarding guidelines for remuneration to senior executives.
Resolution regarding incentive programme comprising the following resolutions:
a. adoption of an incentive programme;
b. authorisation for the Board of Directors to resolve on new issue of C-
shares;
c. authorisation for the Board of Directors to resolve to repurchase own C-
shares; and
d. transfer of B-shares.
Resolution to authorise the Board of Directors to resolve on repurchase of own
shares.
Resolution on amendment of the Articles of Association.
Resolution to approve a new issue of shares in Investment AB Kinnevik's
subsidiary Milvik AB.
Resolution to approve a new issue of warrants in Investment AB Kinnevik's
subsidiary Relevant Traffic Sweden AB.
Shareholder Thorwald Arvidsson's proposal to resolve on:
a. purchase and distribution of a book to the shareholders; and
b. instruction to the Board of Directors to found an association for small and
mid-size shareholders.
Closing of the Annual General Meeting.
RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
Election of Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes that the lawyer Wilhelm Lüning is elected to
be the Chairman of the Annual General Meeting.
Determination of the number of directors of the Board and election of the
directors of the Board and the Chairman of the Board (items 13 and 15)
The Nomination Committee proposes that the Board of Directors shall consist of
seven directors and no deputy directors.
The Nomination Committee proposes, for the period until the close of the next
Annual General Meeting, the re-election of Tom Boardman, Vigo Carlund, Dame
Amelia Fawcett, Wilhelm Klingspor, Erik Mitteregger, Allen Sangines-Krause and
Cristina Stenbeck as directors of the Board.
The Nomination Committee proposes that the Meeting shall re-elect Cristina
Stenbeck as Chairman of the Board of Directors.
The Nomination Committee's motivated statement explaining its proposals
regarding the Board of Directors and information about the proposed directors of
the Board are available on Company's website at www.kinnevik.se.
Determination of the remuneration to the Directors of the Board and the auditor
(item 14)
The Nomination Committee proposes that the Annual General Meeting resolve to
increase the individual Board members' remuneration by 5 percent. The Nomination
Committee proposes that SEK 1,050,000 (2011: 1,000,000) is to be allocated to
the Chairman of the Board, SEK 472,500 (2011: 450,000) to each of the other
directors of the Board and a total of SEK 525,000 for the work in the committees
of the Board of Directors. The Nomination Committee proposes that for work
within the Audit Committee SEK 157,500 shall be allocated to the Chairman and
SEK 78,750 to each of the other three members. For work within the Remuneration
Committee SEK 52,500 shall be allocated to the Chairman and SEK 26,250 to each
of the other three members. This will result in an increase of the total
remuneration to the directors of the Board, from SEK 4,325,000 to SEK 4,410,000
for the period until the close of the next Annual General Meeting in 2013.
Finally, remuneration to the auditor shall be paid in accordance with approved
invoices.
Approval of the procedure of the Nomination Committee (item 16)
The Nomination Committee proposes that the Annual General Meeting approves the
following procedure for preparation of the election of the Board of Directors
and auditor. The work of preparing a proposal of the Board of Directors and
auditor, in the case that an auditor should be elected, and their remuneration
as well as the proposal of the Chairman of the Annual General Meeting of 2013
shall be performed by a Nomination Committee. The Nomination Committee will be
formed during October 2012 in consultation with the largest shareholders of the
Company as per 30 September 2012. The Nomination Committee will consist of at
least three members representing the largest shareholders of the Company. The
Nomination Committee is appointed for a term of office commencing at the time of
the announcement of the third quarter report in 2012 and ending when a new
Nomination Committee is formed. The majority of the members of the Committee may
not be directors of the Board of Directors or employed by the Company. If a
member of the Committee resigns before the work is concluded, a replacement
member may be appointed after consultation with the largest shareholders of the
Company. However, unless there are special circumstances, there shall not be
changes in the composition of the Nomination Committee if there are only
marginal changes in the number of votes, or if a change occurs less than three
months prior to the Annual General Meeting. Cristina Stenbeck will be a member
of the Committee and will also act as its convenor. The members of the Committee
will appoint the Committee Chairman at their first meeting. The Nomination
Committee shall have the right to upon request receive personnel resources such
as secretarial services from the Company, and to charge the Company with costs
for recruitment consultants if deemed necessary.
Information with respect to the election of auditor
The registered accounting firm Ernst & Young AB was elected as auditor, with the
Authorised Public Accountant Thomas Forslund as auditor in charge, at the Annual
General Meeting in 2009, for a period of four years. The task of appointing an
auditor is not scheduled to occur until 2013. Accordingly, election of auditor
will not occur at the Annual General Meeting 2012.
RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS
Dividend (item 11)
The Board of Directors proposes a dividend of SEK 5.50 per share. The record
date is proposed to be on Thursday 10 May 2012. The dividend is estimated to be
paid out to the shareholders on Tuesday 15 May 2012.
A reasoned statement from the Board of Directors, pursuant to Ch 18 Sec 4 of the
Companies Act (2005:551), with respect to the proposed dividend is available on
the Company's website at www.kinnevik.se, at the Company's office at Skeppsbron
18 in Stockholm and will be sent to those shareholders who so request and state
their postal address or email address.
Guidelines for remuneration to senior executives (item 17)
The Board of Directors proposes that the Annual General Meeting 2012 approves
that the following guidelines for determining remuneration to senior executives
in the Group, adopted by the Annual General Meeting 2011, shall remain
unchanged. Senior executives covered include the CEO in the Parent Company,
other senior executives in the Parent Company and the CEO of Korsnäs ("Senior
Executives") as well as directors of the Board to the extent they are
remunerated outside their Directorship. At present the number of Senior
Executives amounts to six individuals.
The remuneration to the Senior Executives shall consist of fixed salary,
variable salary, as well as the possibility to participate in a long-term
incentive programme, pension and other customary benefits. These components
shall create a well-balanced remuneration which reflects individual performance
and which offers a competitive remuneration package adjusted to conditions in
the market.
* The fixed salary is revised yearly and based on the executive's competence
and area of responsibility.
* The variable salary may not exceed 50 percent of the fixed salary and is
calculated according to a combination of results achieved and individual
performance.
* Other benefits shall only constitute a limited amount in relation to the
total remuneration and shall correspond to local practice.
* Pension premiums are paid to insurance companies within the framework of
defined contribution plans, with a maximum of 20 percent of the fixed
salary.
* In the event of notice of termination of employment being served by the
Company, there is entitlement to salary during a notice period of a minimum
of 6 and a maximum of 18 months. Salary during the notice period is reduced
by salary received from a potential new employment.
* Board Members, elected at General Meetings, may in certain cases receive a
fee for services performed within their respective areas of expertise,
outside of their Board duties. Compensation for these services shall be paid
at market terms and be approved by the Board of Directors.
In special circumstances, the Board may deviate from the above guidelines. In
such case, the Board is obligated to give account for the reason for the
deviation at the following Annual General Meeting.
In accordance with the Swedish Code of Corporate Governance, the Remuneration
Committee within the Board of Directors monitors and evaluates the application
of the guidelines for remuneration to the Senior Executives established by the
Annual General Meeting. The evaluation has resulted in the conclusion that the
guidelines adopted by the Annual General Meeting have been followed during
2011. Furthermore, the Company's auditor has, pursuant to Ch 8 Sec 54 of the
Companies Act (2005:551), provided a statement with respect to whether there has
been compliance with the guidelines for remuneration to the Senior Executives
which have applied since the previous Annual General Meeting.
The Auditor's statement and the Board of Directors' report of the result of the
Remuneration Committee's evaluation are available on the Company's website at
www.kinnevik.se, at the Company's office at Skeppsbron 18 in Stockholm and will
be sent to those shareholders who so request and state their postal address or
email address.
Incentive programme (items 18(a)-(d))
The Board of Directors proposes that the Annual General Meeting resolves to
adopt a performance-based incentive programme for senior executives (not
referring to directors of the Board) and other key employees within the Kinnevik
Group in accordance with items 18(a)-18(d) below. All resolutions are
conditional upon each other and it is therefore proposed that all of these
proposals shall be adopted as one resolution. Valid resolution requires support
of shareholders holding at least nine-tenth of both the votes cast and the
shares represented at the Annual General Meeting.
Adoption of an incentive programme (item 18(a))
Summary of the programme
The Board of Directors proposes that the Annual General Meeting resolves to
adopt a performance based incentive plan (the "Plan"), with the same structure
as the plan that was adopted last year. The Plan is proposed to include in total
a maximum of 42 senior executives and other key employees within the Group.
Personal investment
In order to participate in the Plan, the employees must purchase shares in
Kinnevik. These shares can either be shares in Kinnevik already held, which have
not already been allocated to earlier incentive programmes or shares acquired on
the market in connection with the notification to participate in the Plan. If
the participant has insider information which prevents him/her from purchasing
Kinnevik shares in connection with the notification to participate in the Plan
the shares shall be purchased as soon as possible, but prior to the next Annual
General Meeting.
For each share held by the employee under the Plan, Kinnevik will grant
retention rights and performance rights, free of charge, to the employee.
General conditions
Subject to fulfilment of certain retention and performance based conditions
during the period 1 April 2012 - 31 March 2015 (the "Measurement Period"), the
participant maintaining the employment within Kinnevik, and thereto associated
companies, at the release of the interim report for the period January - March
2015 and subject to the participant maintaining the shares which have been
allocated to the Plan during the vesting period ending at the release of the
interim report for the period January - March 2015, each right entitles the
participant to receive one B-share in Kinnevik free of charge. Dividends paid on
the underlying share will increase the number of shares that each retention
right and performance right entitles to in order to align the participants and
the shareholders interests.
Performance conditions
The rights are divided into Series A; retention rights and Series B-E;
performance rights. The number of shares the participant will receive depends on
which group the participant belongs to and on the fulfilment of the following
defined retention and performance based conditions:
Series A Kinnevik's total return on the B-share (TSR) during the
Measurement period exceeding 0 percent as entry level.
Series B Kinnevik's average annual total return on the B-share (TSR)
during the Measurement period being equal to the SIX Return Index ("SIXRX")
based on the total shareholder return on companies listed on the NASDAQ OMX
Stockholm as entry level and exceeding SIXRX with 6 percentage points as the
stretch target.
Series C Average annual internal rate of return (IRR) on investments
within Kinnevik's new ventures (defined as investments within online,
microfinancing, agriculture and renewable energy) during the Measurement period
being 15 percent as entry level and 25 percent as the stretch target.
Series D Korsnäs' average normalised return on operational capital
employed during the Measurement Period being 11 percent as entry level and 15
percent as the stretch target.
Series E Metro's average normalised operating margin during the
Measurement Period being 10 percent as entry level and 12 percent as the stretch
target.
The determined levels of the conditions include an entry level and a stretch
target with a linear interpolation applied between those levels as regards the
number of rights that vests. The entry level constitutes the minimum level which
must be reached in order to enable vesting of the rights in that series. If the
entry level is reached, the number of rights that vests is proposed to be
100 percent for Series A and 20 percent for Series B-E. If the entry level is
not reached all rights in that series lapse. If a stretch target is met all
rights vest in that series. The Board of Directors intends to disclose the
outcome of the retention and performance based conditions in the annual report
of 2015.
Rights
The rights shall be governed by the following terms and conditions:
* Allotted free of charge after the Annual General Meeting 2012. If the
participant is in an insider position which prevents allotment of rights to
him/her, the allotment shall be executed as soon as possible, but prior to
the next Annual General Meeting.
* May not be transferred or pledged.
* Vest after the release of the interim report for the period January - March
2015.
* Dividends paid on the underlying share will increase the number of shares
that each retention right and performance right entitles to, in order to
align the participants and shareholders' interests.
* Vest provided that the holder is still employed by Kinnevik, and thereto
associated companies, and has maintained the personal investment during the
vesting period ending at the release of the interim report for the period
January - March 2015.
Preparation and administration
The Board of Directors, or a committee established by the Board of Directors for
these purposes, shall be responsible for preparing the detailed terms and
conditions of the Plan, in accordance with the mentioned terms and guidelines.
To this end, the Board shall be entitled to make adjustments to meet foreign
regulations or market conditions. The Board may also make other adjustments if
significant changes in the Kinnevik Group, or its operating environment, would
result in a situation where the decided terms and conditions to execute the
personal investment in shares, and the allotment of rights and shares under the
Plan become irrelevant.
Allocation
In total, the Plan is estimated to comprise up to 41,900 shares held by the
employees entitling up to 205,100 rights, of which 41,900 are retention rights
and 163,200 are performance rights. In accordance with the above principles and
assumptions, the Plan will comprise the following number of invested shares and
maximum number of rights for the different groups:
* the CEO of Kinnevik can acquire up to 4,000 shares within the Plan, each
invested share entitling to allotment of 1 Series A right, 1.5 Series B
rights, 2.5 Series C rights, 1 Series D right and 1 Series E right, a total
of 7 rights per invested share;
* four key employees in Kinnevik can each acquire up to 2,000 shares within
the Plan, each invested share entitling to allotment of 1 Series A right,
1.5 Series B rights, up to 3 Series C rights and up to 1 Series D right,
however each participant may be granted a maximum of 5.5 rights per invested
share;
* two key employees in Kinnevik can each acquire up to 1,500 shares within the
Plan, each invested share entitling to allotment 1 Series A right,
1.5 Series B rights, up to 3 Series C rights, up to 1 Series D right and up
to 1 Series E right, however each participant may be granted a maximum of
5.5 rights per invested share;
* seven key employees of Kinnevik can each acquire up to 700 shares within the
Plan, each invested share entitling to allotment of 1 Series A right and
1.5 rights each of Series B and C, a total of 4 rights per invested share;
* five key employees of Kinnevik can each acquire up to 400 shares within the
Plan, each invested share entitling to allotment of 1 Series A right and
1.5 rights each of Series B and C, a total of 4 rights per invested share;
* the CEO of Korsnäs can acquire up to 2,000 shares within the Plan, each
invested share entitling to allotment of 1 Series A right, 1.5 Series B
rights and 3 Series D rights, a total of 5.5 rights per invested share;
* 11 other members of Korsnäs' management team can each acquire up to 700
shares within the Plan, each invested share entitling to allotment of 1
right each of Series A and B and 2 Series D rights, a total of 4 rights per
invested share;
* two members of Metro's management team can each acquire up to 2,000 shares
within the Plan, each invested share entitling to allotment of 1 Series A
right, 1.5 Series B rights and 3 Series E rights, a total of 5.5 rights per
invested share; and
* nine key employees in Metro can each acquire up to 700 shares within the
Plan, each invested share entitling to allotment of 1 right each of Series A
and B and two Series E rights, a total of 4 rights per invested share.
Scope and costs of the Plan
The Plan will be accounted for in accordance with IFRS 2 which stipulates that
the rights should be recorded as a personnel expense in the income statement
during the vesting period. Based on the assumptions of a share price of SEK
154.10 (closing share price of the Kinnevik B-share on 26 March 2012), a maximum
participation, an annual employee turnover of 10 percent, an average fulfilment
of performance conditions of approximately 50 percent, and full vesting of
retention rights, the cost for the Plan, excluding social security costs, is
estimated to approximately SEK 12.9 million. The cost will be allocated over the
years 2012 - 2015.
The estimated social security costs will also be recorded as a personnel expense
in the income statement by current provisions. The social security costs are
estimated at around SEK 6.3 million with the assumptions above and an average
social security tax rate of approximately 31 percent and an annual share price
increase of 10 percent per underlying Kinnevik B-share during the vesting
period.
Recalculation of final allotments of shares shall take place in the event of an
intervening bonus issue, reversed split, split, rights issue and/or other
similar events.
The participant's maximum profit per right in the Plan is limited to SEK 726 per
right (including possible compensation that the participants receive for
dividends to the shareholders), which corresponds to approximately five times
average closing share price of the Kinnevik B-share on during February 2012. If
the value of the Kinnevik B-share at vesting exceeds SEK 726 the number of
shares each right entitles the employee to receive will be reduced accordingly.
The maximum dilution is no more than 0.08 percent in terms of shares
outstanding, 0.03 percent in terms of votes and 0.03 percent in terms of costs
for the Plan as defined in IFRS 2 divided by Kinnevik's market capitalisation.
If the maximum profit of SEK 726 per right is reached, all invested shares
remain in the Plan and a fulfilment of the performance conditions of 100
percent, the maximum cost of the Plan as defined in IFRS 2 is approximately SEK
24.1 million and the maximum social security cost is approximately SEK 46.8
million.
The costs and dilution are expected to have marginal effect on key ratios of the
Kinnevik Group.
Delivery of shares under the Plan
To ensure the delivery of B-shares under the Plan and in accordance with the
plan 2011 resolved upon at the Annual General Meeting 2011, the Board of
Directors proposes that the Annual General Meeting authorises the Board to
resolve on a directed new issue of 325,000 C-shares to Nordea Bank AB (publ) in
accordance with item 18(b), and authorises the Board of Directors to
subsequently resolve to repurchase the C-shares from Nordea Bank AB (publ) in
accordance with item 18(c).
The rationale for the proposal
The objective of the Plan is to create conditions for recruiting and retaining
employees in the Group. The Plan has been designed based on the view that it is
desirable that senior executives and other key employees within the Group are
shareholders. Participation in the Plan requires a personal investment in
Kinnevik shares, be it shares already held or shares purchased on the market in
connection with the Plan. Linking the employee's remuneration to Kinnevik's
result and value creation will promote continued loyalty to Kinnevik and thereby
long-term value creation. Against this background, the Board of Directors is of
the opinion that the adoption of the Plan as set out above will have a positive
effect on Kinnevik's future development and thus be beneficial for both the
Company and its shareholders.
Preparation of the proposal
Kinnevik's Remuneration Committee has prepared this Plan in consultation with
external advisors and major shareholders. The Plan has been reviewed at meetings
of the Board of Directors during the end of 2011 and the first months of 2012.
The above proposal is supported by major shareholders in Kinnevik.
Information regarding other incentive programmes in Kinnevik
For senior executives and key employees in Kinnevik there are three long-term
incentive plans (the "Plans"). The Plans cover the periods 1 April 2009 - 31
March 2012, 1 April 2010 - 31 March 2013 and 1 April 2011 - 31 March 2014, and
allotment of shares within the Plans is executed at the time of publication of
the interim reports for January - March 2012, January - March 2013 and January -
March 2014 respectively. For further information regarding the Plans such as
terms and conditions, participation ratio, number of issued and outstanding
instruments etc. please refer to the Annual Report 2011, note 30, and Kinnevik's
website at www.kinnevik.se.
Authorisation for the Board of Directors to resolve on a new issue of C-shares
(item 18(b))
The Board of Directors proposes that the Annual General Meeting resolves to
authorise the Board, during the period until the next Annual General Meeting, to
increase Kinnevik's share capital by not more than SEK 32,500 by the new issue
of not more than 325,000 C-shares, each with a ratio value of SEK 0.10. With
deviation of the shareholders' preferential rights, Nordea Bank AB (publ) shall
be entitled to subscribe for the new C-shares at a subscription price
corresponding to the ratio value of the shares. The purpose of the authorisation
and the reason for the deviating from the shareholders' preferential rights in
the new issue of shares is to ensure delivery of B-shares to participants under
the Plan and the plan adopted 2011.
Authorisation for the Board of Directors to resolve to repurchase own C-shares
(item 18(c))
The Board of Directors proposes that the Annual General Meeting resolves to
authorise the Board, during the period until the next Annual General Meeting, to
repurchase its own C-shares. The repurchase may only be effected through an
offer directed to all holders of C-shares and shall comprise all outstanding C-
shares. The purchase may be effected at a purchase price corresponding to not
less than SEK 0.10 and not more than SEK 0.11. Payment for the C-shares shall be
made in cash. The purpose of the repurchase is to ensure the delivery of B-
shares under the Plan and the plan adopted 2011.
A reasoned statement from the Board of Directors, pursuant to Ch 19 Sec 22 of
the Companies Act (2005:551), with respect to the proposed repurchase of own C-
shares in order to ensure delivery of B-shares under the Plan and the plan 2011
is available on the Company's website at www.kinnevik.se, at the Company's
office at Skeppsbron 18 in Stockholm and will be sent to those shareholders who
so request and state their postal address or email address.
Transfer of B-shares (item 18(d))
The Board of Directors proposes that the Annual General Meeting resolves that
maximum 325,000 C-shares held by Kinnevik after reclassification into B-shares
may be transferred to participants in accordance with the terms and conditions
of the Plan. The number of the shares that may be transferred shall be subject
to recalculation in the event of an intervening bonus issue, reversed split,
split, rights issue and/or other similar events.
Authorisation for the Board of Directors to resolve on repurchase of own shares
(item 19)
The Board of Directors proposes that the Annual General Meeting authorises the
Board of Directors to pass a resolution on repurchasing the Company's own shares
in accordance with the following conditions:
1. The repurchase of A-shares and/or B-shares shall take place on the NASDAQ
OMX Stockholm in accordance with the rules regarding purchase and sale of
own shares as set out by NASDAQ OMX Stockholm.
2. The repurchase of A-shares and/or B-shares may take place on one or more
occasions for the period up until the next Annual General Meeting.
3. So many A-shares and/or B-shares may, at the most, be repurchased so that
the Company's holding does not at any time exceed 10 percent of the total
number of shares in the Company.
4. The repurchase of A-shares and/or B-shares at the NASDAQ OMX Stockholm may
occur at a price within the share price interval registered at that time,
where share price interval means the difference between the highest buying
price and lowest selling price.
5. It is the from time to time lowest-priced, available, shares that shall be
repurchased by the Company.
6. Payment for the shares shall be in cash.
The purpose of the authorisation is to give the Board of Directors flexibility
to continuously decide on changes to the capital structure during the year and
thereby contribute to increased shareholder value.
A reasoned statement from the Board of Directors, pursuant to Ch 19 Sec 22 of
the Companies Act (2005:551), with respect to the proposed repurchase of own
Class A shares and/or B shares is available on the Company's website at
www.kinnevik.se, at the Company's office at Skeppsbron 18 in Stockholm and will
be sent to those shareholders who so request and state their postal address or
email address.
Amendment of the Articles of Association (item 20)
The Board of Directors proposes the Annual General Meeting resolves to amend the
Articles of Association. The proposed amendments essentially comprise the
following:
* The Company's business shall be to own and manage real property and
movables, primarily within the following business sectors; Paper &
Packaging, Telecom & Services, Media, Online, Microfinancing, Agriculture
and Renewable energy (§ 2 second paragraph).
* The possibility to issue preference shares of Class B is removed (§ 4).
* The Board of Directors shall not consist of deputy directors (§ 6).
* The stated time (3.00 p.m.) in the provision concerning the shareholders'
notice of attendance at the General Meeting is deleted (§7 second
paragraph.)
Current wording Proposed wording
§ 2 second paragraph
The Company's business shall be to own The object of the Company's
and manage real estate and chattels and business shall be to own and
to, primarily within the business areas manage real property and movables,
set out in a) - f) below, trade in real primarily through investments
estate and chattels, as well as via within the following business
partly or fully owned enterprises sectors:
1. Telecom and services
1. conduct agricultural and forestry operations,
business, 2. E-commerce and other online
2. conduct industrial operations, services,
primarily manufacturing of pulp, 3. Media,
paper and packaging materials, 4. Financial operations within
production of power and energy as insurance, microfinancing as
well as production, development and well as other financing
construction of telecommunication operations, with the necessary
equipment and other electronic licenses or authorizations
equipment, from authorities where
3. conduct financial operations such relevant
as banking operations, securities 5. Pulp, paper and packaging as
operations, insurance operations, well as forestry operations
operations related to mutual funds, and energy production, with
financing operations, giving of focus on renewable energy,
investment advice and trading in 6. Agriculture, and
money and bonds, with the necessary 7. Renewable energy.
licenses or authorizations from Furthermore, the object of the
authorities where relevant, Company's business shall be to
4. conduct consultancy operations and conduct business operations
operations within media and compatible with the above
telecommunications, conduct service mentioned businesses.
operations related to customer care
and call center services as well as
arrange, develop and market
products and services related to
games, lotteries and competitions,
5. own and manage real estate and
chattels and to, primarily within
the business areas set out in a) -
d) above, trade in real estate and
chattels, as well as
6. conduct business operations
compatible with the above mentioned
businesses.
§ 4
The share capital shall be not less The share capital shall be not
than SEK 23,700,000 and not more than less than SEK 23,700,000 and not
SEK 94,800,000. more than SEK 94,800,000.
The number of shares in the Company The number of shares in the
shall be not less than 237,000,000 and Company shall be not less than
not more than 948,000,000. 237,000,000 and not more than
948,000,000.
The Company's shares shall be of three The Company's shares shall be of
classes, Class A, Class B and Class C. three classes, Class A, Class B
Shares of Class A may be issued up to a and Class C. Shares of Class A may
maximum of not more than 224,593,800 be issued up to a maximum of not
shares. All shares of Class A are more than 224,593,800 shares.
ordinary shares. Shares of Class B may Shares of Class B may be issued up
be issued up to a maximum number of to a maximum number of shares that
shares that represents the full share represents the full share capital
capital of the Company. Shares of Class of the Company. Shares of Class C
B may, to a maximum of not more than may be issued up to a maximum
666,675,000 shares, be issued as number of shares that represents
preference shares. Shares of Class C the full share capital of the
may be issued up to a maximum number of Company.
shares that represents the full share
capital of the Company. All shares of
Class C are ordinary shares.
Class C shares do not entitle to Class C shares do not entitle to
dividends. Preference shares carry a dividends. Upon the Company's
preferential right to the Company's liquidation Class C shares have
assets as follows. In case of limited right to assets in the
distribution of the Company's assets to distribution, corresponding to the
the shareholders, the preference shares ratio value of the share adjusted
shall, before any ordinary share is for an interest factor of STIBOR
credited any of what is to be 1M with the addition of 1
distributed, be credited an amount percentage point calculated from
equivalent to their ratio value. The the day of payment of the
balance that might thereafter remain to subscription price. STIBOR 1M is
be distributed shall, based on the same set on the first business day of
principle, be credited the ordinary each calendar month.
shares, where after any remaining
balance shall be divided equally among
all shares. Class C shares have limited
right to assets in the distribution,
corresponding to the ratio value of the
share adjusted for an interest factor
of STIBOR 30 days with the addition of
1 percentage point calculated from the
day of payment of the subscription
price. STIBOR 30 days is set on the
first business day of each calendar
month.
Preference shares are redeemable at the Shares of Class C are redeemable
request of the Company. A resolution to at the request of the Company. The
redeem shall be made by the Board. The redemption price per share of
redemption price per preference share Class C shall correspond to the
shall correspond to the highest of 70 ratio value of the share adjusted
percent of the part of the net worth of for an interest factor of STIBOR
the Company that such share represents, 1M with the addition of 1
and SEK 0.4. When applying this percentage point calculated from
section, the net worth of the Company the day of payment of the
shall be deemed to be the equity of the subscription price. STIBOR 1M
Company according to the latest adopted shall be initially set on the day
balance sheet, with an addition of 50 of payment of the subscription
percent of the untaxed reserves price. If the Board resolves to
according to such balance sheet and 50 redeem less than the total number
percent of surplus values of the of shares outstanding at the time
assets. Shares of Class C are of such resolution, the holders of
redeemable at the request of the outstanding shares shall, in the
Company. The redemption price per share manner prescribed for giving
of Class C shall correspond to the notice of General Meetings of the
ratio value of the share adjusted for shareholders, be offered to within
an interest factor of STIBOR 30 days a certain time period request that
with the addition of 1 percentage point their shares are redeemed. If such
calculated from the day of payment of redemption is requested as regards
the subscription price. STIBOR 30 days a higher or lower number of shares
shall be initially set on the day of than the number of shares that the
payment of the subscription price. If Board has decided to redeem, and
the Board resolves to redeem less than if not all shareholders that have
the total number of shares outstanding requested redemption have agreed
at the time of such resolution, the differently, then the question of
holders of outstanding shares shall, in which shares that are to be
the manner prescribed for giving notice redeemed shall be decided by the
of General Meetings of the drawing of lots.
shareholders, be offered to within a
certain time period request that their
shares are redeemed. If such redemption
is requested as regards a higher or
lower number of shares than the number
of shares that the Board has decided to
redeem, and if not all shareholders
that have requested redemption have
agreed differently, then the question
of which shares that are to be redeemed
shall be decided by the drawing of
lots.
Disputes concerning the redemption Disputes concerning the redemption
price shall be settled by arbitration price shall be settled by
in accordance with the Swedish arbitration in accordance with the
Arbitration Act, whereby the rules of Swedish Arbitration Act, whereby
voting in civil action procedures set the rules of voting in civil
out in the Code of Judicial Procedure action procedures set out in the
shall apply. Code of Judicial Procedure shall
apply.
Upon decision by the Board, Class C Upon decision by the Board, Class
shares shall be reclassified into Class C shares shall be reclassified
B shares, provided that the shares are into Class B shares, provided that
held by the Company. Immediately the shares are held by the
thereafter, the Board shall report the Company. Immediately thereafter,
reclassification to the Swedish the Board shall report the
Companies Register (Sw. Bolagsverket) reclassification to the Swedish
for registration. The reclassification Companies Register (Sw.
is effected when it has been registered Bolagsverket) for registration.
and the reclassification been noted in The reclassification is effected
the CSD register. when it has been registered and
the reclassification been noted in
the CSD register.
In voting shares of Class A shall have In voting shares of Class A shall
ten (10) votes and shares of Class B have ten (10) votes and shares of
and Class C shall have one (1) vote. Class B and Class C shall have one
(1) vote.
§ 6
The Board of Directors shall consist of The Board of Directors shall
no less than three and no more than consist of no less than three and
nine Directors and not more than three no more than nine Directors
Deputy Directors. elected by the General Meeting.
§ 7 second paragraph
To be able to participate in a General To be able to participate in a
Meeting, a shareholder shall give the General Meeting, a shareholder
Company notice of his intention to shall give the Company notice of
attend not later than on 3.00 p.m. the his intention to attend not later
day mentioned in the notice convening than on the day mentioned in the
the meeting. This day may not be a notice convening the meeting. This
Sunday, any other public holiday, day may not be a Sunday, any other
Saturday, Midsummer Eve, Christmas Eve public holiday, Saturday,
or New Years Eve and may not be earlier Midsummer Eve, Christmas Eve or
than the fifth working day before the New Years Eve and may not be
Meeting. earlier than the fifth working day
before the Meeting.
The Articles of Association in its new proposed wording is available on the
Company's website at www.kinnevik.se, at the Company's office at Skeppsbron 18
in Stockholm and will be sent to those shareholders who so request and state
their postal address or email address.
Approval of new issue of shares in the subsidiary Milvik AB (item 21)
The Board of Directors proposes that the Annual General Meeting approves to
issue new shares in the subsidiary Milvik AB, as resolved at the Extraordinary
Meeting in Milvik AB held on 16 February 2012. Assuming that the new issue is
fully subscribed, the number of shares in Milvik AB will be increased by
190,000, from the existing 2,310,000 to 2,500,000, and the share capital will be
increased by SEK 9,500, from the existing SEK 115,500 to SEK 125,000.
Seven executives in Milvik AB are entitled to subscribe for new shares in the
new issue, with deviation from the shareholders' preferential rights. In the
event that the new issue of shares is not fully subscribed by the executives,
Kinnevik New Ventures AB (a wholly-owned subsidiary of Investment AB Kinnevik)
is under certain conditions entitled to subscribe for the remaining shares.
Subscription for the new shares shall be no later than 8 August 2012, and
payment for the new shares shall be made in connection with the subscription,
however no later than 10 August 2012.
The reason for the deviation from the shareholders' preferential rights is to
implement the ownership and capital structure that all shareholders in Milvik AB
and the persons entitled to subscribe have agreed upon separately. The
subscription price has been determined after a negotiation between Milvik AB's
existing shareholders and the persons entitled to subscribe for new shares. The
so called Leo-rules in Ch 16 of the Companies Act (2005:551) are applicable to
the new issue of shares and accordingly it is conditional upon approval of the
General Meeting of Investment AB Kinnevik.
Milvik AB's Extraordinary General Meeting resolution regarding the new issue of
shares is available on Kinnevik's website at www.kinnevik.se, at Kinnevik's
office at Skeppsbron 18 in Stockholm and will be sent to those shareholders who
so request and state their postal address or email address.
Approval of new issue of warrants in the subsidiary Relevant Traffic Sweden AB
(item 22)
The Board of Directors proposes that the Annual General Meeting approves the
resolution to issue warrants in the indirect subsidiary Relevant Traffic Sweden
AB. Upon subscription, the granted warrants may increase the number of shares by
a total of 205, from 1,000 to 1,205, and the share capital may increase by a
maximum of SEK 20,500, from SEK 100,000 to SEK 120,500.
With deviation from the shareholders' pre-emption rights, the managing director,
senior employees and other people employed at Relevant Traffic Sweden AB are
entitled to subscribe for the warrants. The subscription of warrants shall be
completed by 22 May 2012, unless the board of directors of Relevant Traffic
Sweden AB extend the subscription period. Payment shall be made in connection
with the subscription.
The reason for deviating from the shareholders' pre-emption rights is that the
managing director, senior employees and other employees at Relevant Traffic
Sweden AB, through their subscription of warrants, shall be given the
opportunity to become shareholders in Relevant Traffic Sweden AB. For each
warrant a sum of SEK 1,800 shall be paid, which is based on the market value,
determined in accordance with a recognised calculation model (Black & Scholes).
The subscription price shall be SEK 11,500.
The so called Leo-rules in Ch 16 of the Companies Act (2005:551) are applicable
to the new issue of warrants, and, accordingly it is conditional upon approval
of the General Meeting of Investment AB Kinnevik.
The complete proposal of the Board, in Relevant Traffic Sweden AB, regarding the
new issue of warrants is available on Kinnevik's website at www.kinnevik.se, at
Kinnevik's office at Skeppsbron 18 in Stockholm and will be sent to those
shareholders who so request and state their postal address or email address.
RESOLUTIONS PROPOSED BY SHAREHOLDERS
Shareholder Thorwald Arvidssons proposals (items 23(a) and (b))
Transcript of part of a letter sent to the Board of Directors of Investment AB
Kinnevik on 6 March 2012 by shareholder Thorwald Arvidsson.
"In my capacity as a shareholder in the company, I hereby request that the
Annual General Meeting 2012 resolves that all shareholders present at the
meeting as a gift shall receive the book "En finansmans bekännelser", written by
Knut Ramel (Ekerlids book publishing, Stockholm 2011). The book gives the reader
an amusing (and to some extent frightening) insight of both the Swedish and the
international world of finance and should be a particularly appreciated gift at
the general meeting."
Transcript of part of a letter sent to the Board of Directors of Investment AB
Kinnevik on 10 March 2012 by shareholder Thorwald Arvidsson.
"In my capacity as a shareholder in the company I hereby request that the
following matter shall be on the agenda of the Annual General Meeting 2012. The
company is dominated by the three families Stenbeck, Klingspor and von Horn,
what could be referred to as the "iron triangle". The many small and mid-size
shareholders have very little, not to say non-existing, influence. One
possibility that, at least to some extent, would redeem this situation is to
found an association for shareholders in the company. The founding of such
shareholders' association probably requires "fire support" from the company and
the Board of Directors. Accordingly, I propose that the Annual General Meeting
2012 shall resolve to instruct the Board of Directors to take appropriate
actions in order to found an, to the extent possible, in relation to the company
independent shareholders' association to look after the small and mid-size
shareholders' interests."
Miscellaneous
Shares and votes
There are a total number of 277,583,190 shares in the Company, whereof
48,665,324 A-shares, 228,517,952 B-shares and 399,914 C-shares, corresponding to
a total of 715,571,106 votes. The Company currently holds 399,914 of its own C-
shares corresponding to 399,914 votes which cannot be represented at the Annual
General Meeting.
Special majority requirements with respect to the proposed resolutions in items
18-22
Valid resolutions under items 18(b), 18(c), 19 and 20 above requires support of
shareholders holding not less than two-thirds of both the votes cast and the
shares represented at the Annual General Meeting. Valid resolutions under items
18(d), 21 and 22 above requires support of shareholders holding at least nine-
tenth of both the votes cast and the shares represented at the Annual General
Meeting. Items 18(a)-18(d) are conditional upon each other.
Authorisation
The Board of Directors, or the person that the Board will appoint, is authorised
to make the minor adjustments in the resolutions by the Annual General Meeting
pursuant to items 18(b) and 20 as may be required in connection with
registration at the Companies Registration Office and Euroclear Sweden AB.
Documentation
The accounting documents, including the Auditor's Report, the proposed wording
of the Articles of Association, the resolution of Extraordinary General
Meetings', in Milvik AB and the complete proposal of the Board in Relevant
Traffic Sweden AB regarding new issue of shares and warrants respectively, the
reasoned statement of the Board of Directors pursuant to Ch 18 Sec 4 and Ch 19
Sec 22 of the Companies Act (2005:551), the Auditor's statement pursuant to Ch
8 Sec 54 of the Companies Act (2005:551), the Board of Directors' report of the
results of the Remuneration Committee's evaluation according to the Swedish Code
of Corporate Governance, the Nomination Committee's motivated statement
explaining its proposals regarding the Board of Directors and information of the
proposed directors of the Board will be made available at the Company's website
www.kinnevik.se, at the Company's office at Skeppsbron 18 in Stockholm and will
be sent to those shareholders who so request and state their postal address or
email address.
The documentation can be ordered by telephone at +46 (0) 771-246 400 or in
writing at the address Investment AB Kinnevik c/o Computershare AB, P.O. Box
610, SE-182 16 Danderyd, Sweden.
Shareholders' right to request information
The Board of Directors and the Chief Executive Officer shall, if any shareholder
so requests and the Board of Directors believes that it can be done without
material harm to the Company, provide information regarding circumstances that
may affect the assessment of an item on the agenda, circumstances that can
affect the assessment of the Company's or its subsidiaries' financial situation
and the Company's relation to other companies within the group and the
consolidated accounts.
Interpretation
The Annual General Meeting will mainly be held in Swedish. As a service to the
shareholders, simultaneous interpretation from Swedish to English as well as
from English to Swedish will be provided.
Stockholm, April 2012
INVESTMENT AB KINNEVIK (PUBL)
THE BOARD OF DIRECTORS
___________
Other information
Schedule for the Meeting:
The doors open for shareholders at 9.00 a.m. CET.
The Annual General Meeting commences at 10.00 a.m. CET.
For further information, visit www.kinnevik.se or contact:
Torun Litzén, Director Investor Relations Phone +46 (0)8 562 000 83
Mobile +46 (0)70 762 00 83
Kinnevik was founded in 1936 and thus embodies seventy-five years of
entrepreneurship under the same group of principal owners. Kinnevik's objective
is to increase shareholder value, primarily through net asset value growth. The
company's holdings of growth companies are focused around seven comprehensive
business sectors; Telecom & Services, Media, Paper & Packaging, Online
Microfinance and Renewable energy. Kinnevik has a long history of investing in
emerging markets which has resulted in a considerable exposure to consumer
sectors in these markets. Kinnevik plays an active role on the Boards of its
holdings.
Kinnevik's class A and class B shares are listed on the NASDAQ OMX Stockholm's
list for large cap companies, within the financial and real estate sector. The
ticker codes are KINV A and KINV B.
________
The information is of such character, which Investment AB Kinnevik (publ) shall
disclose in accordance with the Securities Market Act (2007:528) and/or the law
on Trading with Financial Instruments (1991:980). The information was
distributed for disclosure at 8.00 a.m. CET on 2 April 2012.
Press release:
http://hugin.info/1114/R/1599218/504521.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Kinnevik via Thomson Reuters ONE
[HUG#1599218]
Unternehmensinformation / Kurzprofil:
Datum: 02.04.2012 - 08:03 Uhr
Sprache: Deutsch
News-ID 130767
Anzahl Zeichen: 61810
contact information:
Town:
STOCKHOLM
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 175 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Notice to attend the Annual General Meeting on Monday 7 May 2012"
steht unter der journalistisch-redaktionellen Verantwortung von
Kinnevik (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
