Kinnevik: Notice to attend the Annual General Meeting

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 and 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 and of the Group Profit and Loss Statement and the Group Balance Sheet.

11. Resolution on the proposed treatment of the company's earnings as stated in the adopted Balance Sheet.

12. Resolution on the discharge of liability of the members of the Board and the Chief Executive Officer.

13. Resolutions on:

     (a)     amendments of the Articles of Association, and

     (b)     determination of the number of members of the Board.

14. Determination of the remuneration to the Board and the auditor.

15. Election of Board members:

     (a)     Tom Boardman (re-election, proposed by the Nomination Committee).

     (b)     Anders Borg (re-election, proposed by the Nomination Committee).

     (c)     Dame Amelia Fawcett (re-election, proposed by the Nomination Committee).

     (d)     Wilhelm Klingspor (re-election, proposed by the Nomination Committee).

     (e)     Lothar Lanz (re-election, proposed by the Nomination Committee).

     (f)     Erik Mitteregger (re-election, proposed by the Nomination Committee).

     (g)    Mario Queiroz (re-election, proposed by the Nomination Committee).

     (h)    John Shakeshaft (re-election, proposed by the Nomination Committee).

     (i)     Cristina Stenbeck (re-election, proposed by the Nomination Committee).

     (j)     Cynthia Gordon (new election, proposed by the Nomination Committee).

     (k)     Henrik Poulsen (new election, proposed by the Nomination Committee).

16. Election of the Chairman of the Board.

17. Determination of the number of Auditors and election of Auditor.

18. Approval of the procedure of the Nomination Committee.

19. Resolution regarding guidelines for remuneration for senior executives.

20. Resolution regarding a long-term, share based, incentive plan, including resolutions regarding:

     (a)     adoption of the plan,

     (b)     authorisation for the Board to resolve on a new issue of Class C shares,

     (c)     authorisation for the Board to resolve to repurchase Class C shares, and

     (d)     transfer of own Class B shares to the participants in the plan.

21. Resolution regarding a long-term, cash based, incentive plan.

22. Resolution to authorise the Board to resolve on repurchase of own shares.

23. Resolution on amendments of the Articles of Association.

24. Resolution regarding shareholder Thorwald Arvidsson's proposals (a)-(r).

25. 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 Wilhelm Lüning, member of the Swedish Bar Association, is elected to be the Chairman of the Annual General Meeting.

Determination of the number of members of the Board and election of the members of the Board and the Chairman of the Board (items 13, 15(a)-(k) and 16)

The Nomination Committee proposes that the Board shall consist of eleven members.

The Nomination Committee proposes that, for the period until the close of the next Annual General Meeting, Tom Boardman, Anders Borg, Dame Amelia Fawcett, Wilhelm Klingspor, Lothar Lanz, Erik Mitteregger, Mario Queiroz, John Shakeshaft and Cristina Stenbeck shall be re-elected as members of the Board and that Cynthia Gordon and Henrik Poulsen shall be elected as new members of the Board.

The Nomination Committee proposes that Tom Boardman shall be re-elected as the Chairman of the Board.

Determination of the remuneration to the Board and the auditor (item 14)

The Nomination Committee proposes remuneration to the Board with a total amount of SEK 10,205,000 (2016: 8,525,000).

The proposed remuneration for ordinary Board work for the period until the end of the next Annual General Meeting amounts to a total of SEK 8,900,000 (2016: 7,400,000) and shall be allocated in accordance with the following:

• SEK 2,300,000 (2016: 2,100,000) to the Chairman of the Board,
• SEK 1,100,000 (2016: 1,000,000) to each of the two Deputy Chairmen of the Board, and
• SEK 550,000 (unchanged) to each of the eight other members of the Board.

The proposed remuneration for work within the committees of the Board for the period until the end of the next Annual General Meeting amounts to a total of SEK 1,305,000 (2016: 1,125,000) and shall be allocated in accordance with the following:

• SEK 220,000 (2016: 200,000) to the Chairman of the Audit Committee and SEK 120,000 (2016: 100,000) to each of the other three members,
• SEK 150,000 (2016: 125,000) to the Chairman of the Remuneration Committee and SEK 100,000 (2016: 75,000) to each of the other three members, and
• SEK 125,000 (unchanged) to the Chairman of the GRC Committee and SEK 75,000 (unchanged) to the other two members.

The Nomination Committee further proposes that Dame Amelia Fawcett and Erik Mitteregger shall receive extra remuneration in the amount of SEK 75,000 each, for extraordinary services related to the Remuneration Committee's work during 2016.

The Nomination Committee proposes that the auditor shall be paid in accordance with approved invoices.

Determination of the number of Auditors and election of Auditor (item 17)

In accordance with the Audit Committee's recommendation, the Nomination Committee proposes that the company shall have one registered accounting firm as auditor, and that the registered accounting firm Deloitte AB shall be re-elected as auditor until the close of the 2021 Annual General Meeting. Deloitte AB has informed Kinnevik that the authorised public accountant Jan Berntsson will continue as auditor-in-charge if Deloitte is re-elected as auditor.

Approval of the procedure of the Nomination Committee (item 18)

The Nomination Committee proposes that the work of preparing proposals to the 2018 Annual General Meeting regarding the Board and auditor, in the case that an auditor should be elected, and their remuneration, Chairman of the Annual General Meeting and the procedure for the Nomination Committee shall be performed by a Nomination Committee.

The Nomination Committee will be formed during September 2017 in consultation with the largest shareholders of the company as per 31 August 2017. The Nomination Committee will consist of at least three members appointed by the largest shareholders of the company who have wished to appoint a member. Cristina Stenbeck will be a member of the Committee and will also act as its convener. The members of the Committee will appoint the Committee Chairman at their first meeting.

The Nomination Committee is appointed for a term of office commencing at the time of its formation in September 2017 and ending when a new Nomination Committee is formed. If a member resigns during the Committee term, the Nomination Committee may choose to appoint a new member. The shareholder that appointed the resigning member shall in such case be asked to appoint a new member, provided that the shareholder still is one of the largest shareholders in the company. If that shareholder declines participation on the Nomination Committee, the Committee may choose to ask the next largest shareholder to participate. In the event of changes to the ownership structure of the company, the Committee may choose to amend its composition in order to ensure that the Committee appropriately reflects the ownership of the company. However, unless there are special circumstances, the composition of the Nomination Committee may remain unchanged following changes in the ownership structure of the company that are either minor or occur less than three months prior to the 2018 Annual General 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 and related travel if deemed necessary.

 
RESOLUTIONS PROPOSED BY THE BOARD

Dividend (item 11)

The Board proposes a dividend of SEK 8.00 per share and that the record date for dividend shall be on Friday 12 May 2017. If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid out to the shareholders on Wednesday 17 May 2017.

The last trading day in the Kinnevik share including the right to receive dividend will be Wednesday 10 May 2017, and the first trading day in the Kinnevik share not including a right to receive dividend will be Thursday 11 May 2017.

Amendment of the Articles of Association (item 13(a))

The Nomination Committee has informed the Board of its intention to increase the number of Board members in Kinnevik. Therefore the Board proposes that Kinnevik's Articles of Association is amended to increase the number of Board members that may be elected by the General Meeting (from nine to twelve).

Guidelines for remuneration for senior executives (item 19)

The Board proposes the following guidelines for remuneration to the Chief Executive Officer and the other persons in the executive management of Kinnevik (the "Senior Executives"), as well as Members of the Board to the extent they are remunerated outside their Board duties.

The objectives of Kinnevik's remuneration guidelines are to offer competitive compensation to attract, motivate and retain key employees. The aim is to create incentives for the Senior Executives to execute strategic plans and deliver excellent operating results and to align their incentives with the interests of the shareholders. The intention is that all Senior Executives shall have a significant long-term shareholding in the company.

The remuneration for the Senior Executives shall consist of an annual fixed salary, short-term variable remuneration paid in cash ("STI"), the possibility to participate in long-term (i) share or share price related incentive plans or (ii) cash based incentive plans ("LTI"), pension and other customary benefits. Kinnevik regularly carries out a remuneration benchmarking exercise to ensure that it is aware of the relevant benchmarks for key positions.

• The fixed salary is reviewed each year and is based on the Senior Executive's competence, area of responsibility and market benchmarks.
• The STI shall be based on performance in relation to established targets. The targets shall be individual and measurable as well as linked to specific performances, processes and transactions. The STI can amount to a maximum of 100 percent of the fixed salary. Payment of part of the STI is conditional upon a portion of it being invested in Kinnevik shares, until the Senior Executive has a shareholding in Kinnevik corresponding to his or her annual fixed salary, net after taxes.
• The LTI shall require an own investment by Senior Executive and ensure a long-term commitment to the development of Kinnevik. The long-term share or share price related incentive plans, shall be linked to certain pre-determined performance criteria, based on Kinnevik's share price and value growth. The long-term, cash based, incentive plans shall be linked to pre-determined levels for the value growth of Kinnevik's private portfolio.
• Other benefits may include a company car, housing benefits for expatriated Senior Executives for a limited period of time, as well as other customary benefits. Other benefits shall not constitute a significant part of total remuneration. The Senior Executives may also be offered health care insurances.
• The Senior Executives are offered defined contribution pension solutions, with premiums amounting to a maximum of 30 percent of the fixed salary, these premiums are paid to insurance companies. Senior Executives that are non-Swedish residents may be offered, if it is approved by the Board, cash based pension solutions corresponding to the premiums that otherwise would have been paid to insurance companies.
• In the event notice of termination of employment is served by the company, the Chief Executive Officer is entitled to salary for a period of a maximum of 18 months and the other Senior Executives are entitled to salary for a period of a maximum of 12 months.

Board Members, elected at General Meetings, in certain cases may 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.

In special circumstances, the Board may deviate from the above guidelines. In such a case, the Board is obligated to give account for the appearance of, and the reason for, the deviation at the following Annual General Meeting.

Information about existing guidelines and remuneration for the Senior Executives

For further information regarding the existing guidelines and remuneration for the Senior Executives paid out during 2016, please refer to Kinnevik's 2016 Annual Report, Note 16 for the Group.

In accordance with the Swedish Corporate Governance Code Rule 9.1, the Remuneration Committee monitors and evaluates the application of the guidelines for remuneration for the Senior Executives resolved by the Annual General Meeting. The company's auditor has, in accordance with the Swedish Companies Act Ch. 8 Sec. 54, provided a report regarding compliance with the guidelines for remuneration for the Senior Executives during 2016.

Long-term, share based, incentive plan (item 20)

The Board proposes a long-term, share based, incentive plan for Kinnevik employees ("LTIP 2017").

The objective of LTIP 2017 is, to link a portion of the employees' remuneration to the long-term value growth of Kinnevik and the Kinnevik share, and thereby align their interests with those of shareholders. In addition, LTIP 2017 will be an important tool for Kinnevik to recruit, motivate and retain the best talents for Kinnevik; this is vital in order for Kinnevik to achieve long-term value growth for its shareholders.

LTIP 2017 is based on the same structure as the share based incentive plans adopted during 2008-2016 (except for 2014), and has the same performance criteria as the 2016 plan.

Adoption of the plan (item 20(a))

LTIP 2017 in brief

Kinnevik employees (except the participants in the proposed, cash based, incentive plan under item 21) will be entitled to participate in LTIP 2017. Participation requires a personal investment in Kinnevik shares. Based on competence, area of responsibility and personal investment in Kinnevik shares, the participants will be granted rights to receive Kinnevik Class B shares, free of charge, subject to the terms and conditions of LTIP 2017 (the "Share Awards"). If the participant throughout the term of LTIP 2017, ending after the release of Kinnevik's interim financial report for the period January-March 2020 (i) is employed by Kinnevik or an associated company and (ii) has retained the Kinnevik shares, and (iii) the performance-based conditions for the Share Awards during 1 April 2017 - 31 March 2020 (the "Measurement Period") have been reached, Kinnevik will award the participants Kinnevik Class B shares.

The maximum number of Kinnevik Class B shares that may vest under LTIP 2017 will be limited to 380,000 (including compensation for paid dividends and other value transfers to the shareholders) representing approximately 0.14 percent of the outstanding shares and 0.06 percent of the outstanding votes.

Participants in LTIP 2017

All employees in Kinnevik (except the participants in the proposed incentive plan under item 21), approximately 32 persons, will be entitled to participate in LTIP 2017.

Personal investment in Kinnevik shares

In order to participate in LTIP 2017, the employees are required to invest in Kinnevik shares and to allocate such shares to LTIP 2017 (the "Investment Shares"). The Investment Shares may either be shares acquired for LTIP 2017 or shares already held (which are not allocated to one of the 2014-2016 long-term incentive plans). If the participant has inside information, and is therefore prevented from purchasing Kinnevik shares when giving notice of participation in LTIP 2017, the Investment Shares must be acquired as soon as possible, but no later than prior to the 2018 Annual General Meeting.

Terms and conditions for the Share Awards

All Share Awards shall be governed by the following terms and conditions:

• Share Awards are granted free of charge after the 2017 Annual General Meeting and will vest after the release of Kinnevik's interim financial report for the period January-March 2020 (the "Vesting Period").
• One (1) Share Award entitles the participant to receive one (1) Kinnevik Class B share, as long as the participant throughout the Vesting Period (i) is employed by Kinnevik or an associated company and (ii) has retained the Investment Shares, and (iii) as long as the relevant performance criterion for the Share Award has been reached. Exceptions to the condition that the participant must be employed throughout the Vesting Period can be approved by the Board in certain cases, including, but not limited to, death, disability, retirement, divestiture by Kinnevik of the company in which the participant is employed, and if the participant's age (years) and term of employment (years) in aggregate exceed 60.
• Share Awards may not be transferred or pledged.
• In order to align the participants' and shareholders' interests Kinnevik will pay compensation for dividends and other value transfers to the shareholders by increasing the number of shares that each Share Award entitles the participant to receive.

The Share Awards are divided into three Series (A-C). The number of shares that vest is based on the participant's competence, area of responsibility, own investment and on the level of fulfilment of the following defined performance criteria applicable for the Share Awards:

Series A  Kinnevik's total shareholder return on the Class B share ("TSR") during the Measurement Period exceeding 0 percent as entry level.

Series B  Kinnevik's average annual total shareholder return on the Class B share (TSR) during the Measurement Period being 5 percent as entry level and 15 percent or higher as the stretch target.

Series C  Average annual net asset value development (adjusted for dividend payments, other value transfers to the shareholders and repurchase of own shares) during the Measurement Period being 5 percent as entry level and 15 percent or higher as the stretch target.

If the entry level is reached, 100 percent of the Series A Share Awards and 20 percent of Series B and C Share Awards will vest. If the stretch target is reached for Series B or C, all Share Awards in that series vest. If the performance level for Series B or C is between the entry level and stretch target, Share Awards in that series will vest on a linear basis. If the entry level is not reached for a series, all Share Awards in that series will lapse.

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