THE SHAREHOLDERS OF INVESTMENT AB KINNEVIK (publ) are hereby invited
to the Annual General Meeting on Thursday 10 May 2007 at 1.30 p.m.
CET at the Skandia cinema, Drottninggatan 82 in Stockholm
NOTIFICATION
Shareholders who wish to participate at the Annual General Meeting
shall:
* have their names entered in the register of shareholders maintained
by VPC AB (the Swedish Central Securities Depository) on Friday 4
May 2007, and
* notify the company of their intention to participate by no later
than 3.00 p.m. on Friday 4 May 2007. The notification can be made
on the company's website, www.kinnevik.se, by telephone
+46-433-747 56 or in writing to the company at:
Investment AB Kinnevik
P.O. Box 2094
SE-103 13 Stockholm, Sweden
When giving notice of participation, the shareholders should state
their name, personal identification number (or company registration
number), address, telephone number, shareholdings and any advisors
attending. If participation is by way of proxy, such document should
be submitted in connection with the notice of participation of the
Meeting. Written notifications made by post should be marked "AGM".
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 participate in the Meeting. Shareholders wishing to
re-register must inform the nominee well in advance of Friday 4 May
2007.
PROPOSED AGENDA
1. Election of Chairman of the Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to check and verify the minutes.
5. Determination of whether the Meeting has been duly convened.
6. Presentation of the annual report and auditors' report and of the
consolidated financial statements and the auditors' report on the
consolidated financial statements.
7. Resolution on the adoption of the income statement and balance
sheet and of the consolidated income statement and the consolidated
balance sheet.
8. Resolution on the proposed treatment of the company's
unappropriated earnings or accumulated loss as stated in the adopted
balance sheet.
9. Resolution on the discharge of liability of the directors of the
Board and the Chief Executive Officers.
10. Determination of the number of directors of the Board.
11. Determination of the remuneration to the Board of Directors and
the auditor.
12. Election of the directors of the Board.
13. Approval of the procedure of the Nomination Committee.
14. Resolution on guidelines on remuneration for senior executives.
15. Resolution to amend the Articles of Association.
16. Resolution to authorise the Board of Directors to resolve on
acquisition of own shares.
17. Resolution to reduce the share capital by way of redemption of
repurchased shares.
18. Resolution to authorise the Board of Directors to raise certain
loan financing.
19. Closing of the Meeting.
NOMINATION COMMITTEE PROPOSALS (items 1 and 10-13)
The Nomination Committee proposes that the lawyer Martin Börresen is
appointed to be the Chairman of the Meeting.
The Nomination Committee proposes that the Board of Directors shall
consist of 6 directors without alternate directors. The Nomination
Committee proposes, for the period until the close of the next Annual
General Meeting, the re-election of Vigo Carlund, Wilhelm Klingspor,
Erik Mitteregger, Stig Nordin and Cristina Stenbeck as directors of
the Board and the election of Allen Sangines Krause as director of
the Board. The Nomination Committee proposes that the Meeting shall
appoint Cristina Stenbeck to be Chairman of the Board of Directors.
Furthermore, it is proposed that the Board of Directors at the
Constituent Board Meeting appoint a Remuneration Committee and an
Audit Committee.
The Nomination Committee proposes that the Meeting resolves that the
remuneration to the Board of Directors (including remuneration for
the work in the committees of the Board of Directors) for the period
until the close of the next Annual General Meeting shall be a total
of SEK 2,950,000, of which SEK 900,000 shall be allocated to the
Chairman of the Board and SEK 350,000 to each of the directors of the
Board. The Nomination Committee proposes that for work within the
Audit Committee SEK 100,000 shall be allocated to the chairman and
SEK 50,000 to each of the members and for work within the
Remuneration Committee SEK 50,000 shall be allocated to the chairman
and SEK 25,000 to each of the members. Furthermore, remuneration to
the auditor shall be paid in accordance with an approved bill which
specifies time, persons who worked and tasks performed.
The Nomination Committee proposes that the Meeting approves the
following procedure for preparation of the election of the Board of
Directors. The work of preparing a proposal on the directors of the
Board and auditor, in case auditor should be elected, and their
remuneration as well as the proposal on the Chairman of the Annual
General Meeting of 2008 shall be performed by a Nomination Committee.
Cristina Stenbeck will be a member of the Committee and will also act
as its convenor. The Nomination Committee, which will consist of at
least three members representing the largest shareholders of the
company, will be formed during September 2007 in consultation with
the largest shareholders in the company at that time. The Nomination
Committee is elected for a term of one year. The majority of the
members of the Committee may not be members 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 is to be appointed
in the corresponding manner. The members of the Committee will
appoint their Chairman among themselves. The composition of the
Committee will be communicated in the company's interim report for
the third quarter of 2007.
The above proposal is supported by shareholders representing more
than 50% of the votes in the company including, among others, Alecta,
AMF Pension, Emesco AB, the Klingspor family and Swedbank Robur
Fonder.
A report on the Nomination Committee's work is available at the
company's website, www.kinnevik.se.
DIVIDENDS (item 8)
The Board of Directors proposes a dividend of SEK 1.70 per share. The
record date is proposed to be Tuesday 15 May 2007.
GUIDELINES ON REMUNERATION FOR SENIOR EXECUTIVES (item 14)
The Board proposes the following guidelines for determining
remuneration for senior executives in the group, to be approved by
the Annual General Meeting 2007. Senior executives covered by the
proposed guidelines include the CEO in the parent company and other
senior executives, which currently consists of the CEOs of the
business areas Korsnäs AB and Mellersta Sveriges Lantbruks AB and the
Director of Corporate Communications and Chief Financial Officer in
the parent company.
The remuneration to the senior executives shall consist of fixed
salary, variable salary, 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 on 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 25-50% of the fixed salary and
is calculated according to a combination of results achieved and
individual performances.
* Other benefits shall only constitute of 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% of
the fixed salary and a right to collect pension from the age of 65.
* 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. Severance payment is
netted against salary received from any new employment during the
notice period.
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 on the following Annual General Meeting.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION (item 15)
The Board of Directors proposes that the Meeting resolves to amend
article 4 of the Articles of Association meaning that the share
capital shall be not less than SEK 23,700,000 and not more than SEK
94,800,000 and that the number of shares shall be not less than
237,000,000 and not more than 948,000,000.
AUTHORISATION FOR THE BOARD OF DIRECTORS TO REPURCHASE THE COMPANY'S
OWN SHARES (item 16)
The Board of Directors proposes that the Meeting authorises the Board
of Directors to pass a resolution on one or more occasions for the
period up until the next Annual General Meeting on repurchasing so
many Class A and/or Class B shares that the company's holding does
not at any time exceed 10 percent of the total number of shares in
the company. The repurchase of shares shall take place on the
Stockholm Stock Exchange and may only 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.
The purpose of the authorisation is so that the Board of Directors
obtains increased freedom to act and obtains the ability to
continuously adapt the company's capital structure and thereby
contribute to increased shareholder value.
RESOLUTION TO REDUCE THE SHARE CAPITAL BY WAY OF REDEMPTION OF
REPURCHASED SHARES (item 17)
The Board of Directors proposes that the Meeting resolves to reduce
the company's share capital by a maximum of SEK 2,639,819.30 by
redemption without repayment of the Class A and/or Class B shares
which the company has repurchased by utilizing the authorisation
according to the proposal in item 16 above. Furthermore, the Board of
Directors proposes that the redemption amount should be reserved to
non-restricted equity.
RESOLUTION TO AUTHORISE THE BOARD OF DIRECTORS TO RAISE CERTAIN LOAN
FINANCING (item 18)
According to the provisions of the new Companies Act, which entered
into force on 1 January 2006, loan financing, where the interest rate
is dependent upon the company's profits or financial position, is
covered by the same resolution requirements as apply to participating
debentures. This means that such loan financing must be resolved on
by the General Meeting or by the Board of Directors with the support
of an authorisation from the General Meeting. The Board of Directors
proposes that the Meeting resolves to authorise the Board of
Directors to resolve on one or several occasions during the period up
until the next Annual General Meeting to raise certain loan financing
on market terms that are subject to the provisions in Chapter 11
Section 11 of the Swedish Companies Act (2005:551), where the
interest rate is dependent upon the company's profits or financial
position. The authorisation may only be used if the Board of
Directors assesses that this type of interest rate provision is the
most marketable and favourable for the company in each individual
case. The background to the authorisation is that the company is to
have the ability at all times to raise loan financing on attractive
terms for the company and thereby contribute to increased value for
the shareholders.
OTHER INFORMATION
Valid resolutions under items 15-17 above require approval of
shareholders representing at least two-thirds of the shares and
number of votes represented at the Meeting. From Thursday 26 April
2007 at the latest, the complete text of the proposals of the Board
of Directors will be made available at the company's website at
www.kinnevik.se and at the company's premises at Skeppsbron 18 in
Stockholm. Shareholders who wish to receive those documents may
notify the company, whereupon the documents will be sent by post or
by e-mail.
Stockholm April, 2007
THE BOARD OF DIRECTORS
For further information, please visit www.kinnevik.se or contact:
Mia Brunell, Chief Executive Officer +46 (0) 8 562 000 00
Henrik Persson, Investor Relations +46 (0) 8 562 000 87
+46 (0)
707 62 00 87
Investment AB Kinnevik's objective is to increase shareholder value,
primarily through net asset value growth. The Parent Company manages
a portfolio of long-term investments in a number of listed companies
such as Tele2, Modern Times Group MTG, Millicom International
Cellular, Metro International, Transcom WorldWide and Invik & Co.
Kinnevik plays an active role on the Boards of its listed holdings.
The Company's subsidiaries are principally active in cartonboard and
paper production through Korsnäs, and farming through Mellersta
Sveriges Lantbruk.
Investment AB Kinnevik's class A and class B shares are listed on the
Stockholm Stock Exchange's Nordic list for large-cap companies within
the financial and real estate sector. The ticker codes are KINV A and
KINV B.
