Ein Business-Meeting (Symbolbild).
Dienstag, 17.04.2018 08:00 von GlobeNewswire | Aufrufe: 122

Kinnevik: Notice to attend the Annual General Meeting

Ein Business-Meeting (Symbolbild). © gilaxia / E+ / Getty Images

The shareholders of Kinnevik AB (publ) are hereby invited to the Annual General Meeting on Monday 21 May 2018 at 10.00 a.m. CET at Hotel Rival, Mariatorget 3 in Stockholm.

                                             

NOTICE ETC.

Shareholders who wish to attend the Annual General Meeting shall

  • be entered in the share register maintained by Euroclear Sweden on Tuesday 15 May 2018, and
  • give notice of their attendance no later than Tuesday 15 May 2018. Notice to attend is to be made on the company's website at www.kinnevik.com, by telephone to +46 (0) 771 246 400 or by post by sending a letter to Computershare AB "Kinnevik's AGM", P.O. Box 610, SE-182 16 Danderyd, Sweden.

Shareholders shall in their notice to attend state name, personal identification number or company registration number, address, phone number and advisors, if applicable. Shareholders whose shares are registered in the names of nominees must temporarily re-register such shares in their own name in order to be entitled to attend the Annual General Meeting. In order for such re-registration to be completed on Tuesday 15 May 2018 the shareholder must inform their nominees well before that day. Shareholders attending by a proxy or a representative should send documents of authorisation to the mail address above well before the Annual General Meeting. A template proxy form is available on the company's website www.kinnevik.com. Shareholders cannot vote or, in other way, attend the Annual General Meeting by remote access.


PROPOSED AGENDA

  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. 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 from liability of the members of the Board and the Chief Executive Officer.
  13. 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:
    1. Dame Amelia Fawcett (re-election, proposed by the Nomination Committee).
    2. Wilhelm Klingspor (re-election, proposed by the Nomination Committee).
    3. Erik Mitteregger (re-election, proposed by the Nomination Committee).
    4. Henrik Poulsen (re-election, proposed by the Nomination Committee).
    5. Mario Queiroz (re-election, proposed by the Nomination Committee).
    6. Cristina Stenbeck (re-election, proposed by the Nomination Committee).
    7. Charlotte Strömberg (new election, proposed by the Nomination Committee).
  16. Election of the Chairman of the Board.
  17. Approval of the procedure of the Nomination Committee.
  18. Resolution regarding guidelines for remuneration for senior executives.
  19. Resolution regarding a long-term share incentive plan for 2018, including resolutions regarding:
    1. adoption of the plan,
    2. amendments of the articles of association, and
    3. new issue of incentive shares to the participants in the plan.
  20. Resolution regarding authorisation for the Board to resolve on transfers of own Class B shares to cover costs for resolved long term incentive plans.
  21. Resolution regarding authorisation for the Board to resolve on repurchases of own shares.
  22. Resolution regarding offer to reclassify Class A shares into Class B shares.
  23. 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.


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

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

The Nomination Committee proposes that, for the period until the close of the next Annual General Meeting, Dame Amelia Fawcett, Wilhelm Klingspor, Erik Mitteregger, Henrik Poulsen, Mario Queiroz and Cristina Stenbeck shall be re-elected as members of the Board, and that Charlotte Strömberg shall be elected as a new member of the Board.

The Nomination Committee proposes that Dame Amelia Fawcett shall be elected as the new Chairman of the Board.

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

The Nomination Committee proposes remuneration to the Board in a total amount of SEK 8,285,000 (2017: 10,205,000).

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 7,200,000 (2017: 8,900,000), and shall be allocated in accordance with the following:

  • SEK 2,400,000 (2017: 2,300,000) to the Chairman of the Board,
  • SEK 1,800,000 (2017: 1,100,000) to the Deputy Chairman of the Board (previously two Deputy Chairmen), and
  • SEK 600,000 (2017: 550,000) to each of the five 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 1,085,000 (2017: 1,305,000) and shall be allocated in accordance with the following:

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

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

Approval of the procedure of the Nomination Committee (item 17)

The Nomination Committee proposes that the work of preparing proposals to the 2019 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. This procedure shall apply until a resolution regarding a change of the procedure for appointing the Nomination Committee is resolved by the general meeting.

The Nomination Committee will be formed in consultation with the largest shareholders of the company as of the last business day the month the Annual General Meeting was held. The Committee shall 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 convenor. The members of the Committee will appoint the Committee Chairman at their first meeting. The Chairman of the Board shall be invited to the Committee's meetings as deemed appropriate by the Committee.

The Nomination Committee is appointed for a term of office commencing at the time of its formation and ending when a new Committee is formed. If a member resigns during the Committee term, the 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 qualified 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 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 8.25 per share and that the record date for dividend shall be on Friday 25 May 2018. If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid out to the shareholders on Wednesday 30 May 2018.

The last trading day in the Kinnevik share including the right to receive dividend will be Wednesday 23 May 2018, and the first trading day in the Kinnevik share not including a right to receive dividend will be Thursday 24 May 2018.

Guidelines for remuneration for senior executives (item 18)

The Board proposes the following guidelines for remuneration for 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 share or 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 performance, 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 and ensure a long-term commitment to the development of Kinnevik. The LTI shall be linked to certain pre-determined performance criteria, based on Kinnevik's share price and the value growth of Kinnevik and 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 the total remuneration. The Senior Executives may also be offered health care insurance.
  • 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, 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.

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 costs for share-based remuneration, existing guidelines and remuneration for the Senior Executives

See the Board's proposal on a long-term share incentive plan under item 19 for information regarding the costs for share-based remuneration.

For further information regarding the existing guidelines and remuneration for the Senior Executives paid out during 2017, please refer to Kinnevik's 2017 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 2017.

Long-term share incentive plan (item 19)

The Board proposes a long-term share incentive plan for Kinnevik employees ("LTIP 2018").

The objective of LTIP 2018 is to link a portion of the employees' remuneration to the long-term value growth of Kinnevik, the Kinnevik share and Kinnevik's private portfolio, and thereby align the employees' interests with those of the shareholders. In addition, LTIP 2018 will be an important tool for Kinnevik to recruit, motivate and retain the best talent in Sweden and globally; this is vital in order for Kinnevik to achieve long-term value growth for its shareholders.

LTIP 2018 is based on a structure in which the participants subscribe for incentive shares, which will be reclassified to Kinnevik Class B shares, subject to the terms and conditions of LTIP 2018. In the 2008-2017 share-based incentive plans, the participants were (with the exception of 2014) instead granted rights to receive Kinnevik Class B shares, free-of-charge, subject to similar terms and conditions to LTIP 2018. In addition, the 2017 Annual General Meeting resolved on a cash-based synthetic option plan in which the outcome was based on the value creation of Kinnevik's private portfolio. Employees that participated in the cash-based plan will this year instead be offered to participate in LTIP 2018, by replacing the synthetic option plan with a new series in LTIP 2018 with a performance condition that is linked to the value creation in Kinnevik's private portfolio. This series has also been broadened in LTIP 2018 to include a larger number of employees (including the CEO) in light of Kinnevik's focus on investments in, and management of, the private portfolio. The change from share rights and synthetic options to reclassifiable incentive shares will enable Kinnevik to offer its employees a long-term share remuneration that is more competitive in the context of Kinnevik's Swedish and international peers, while retaining the same economic characteristics for the participants and the same criteria for measuring performance as the two long-term incentive plans adopted in 2017. As was the case with the previous long-term share-based incentive plans, a personal holding of Kinnevik shares will be a condition to participate in LTIP 2018.

LTIP 2018 requires (i) that Kinnevik's Articles of Association are amended and (ii) an issue of reclassifiable incentive shares to the participants in LTIP 2018, in accordance with the Board's proposal in items 19(b) and (c).

Adoption of the plan (item 19(a))

LTIP 2018 in brief

All Kinnevik employees will be entitled to participate in LTIP 2018. Participation requires a personal investment in Kinnevik shares. The participants will be offered to subscribe for reclassifiable, sub-ordinated, incentive shares in up to four classes, D-G (the "Incentive Shares"). Kinnevik's Articles of Association as per the date of this notice allows Kinnevik to issue shares of Classes A-C. The Incentive Shares of Classes D-G will, subject to the terms and conditions of LTIP 2018, be reclassified into Kinnevik Class B shares.

Reclassification of the Incentive Shares into Kinnevik Class B shares requires that the participant is employed by Kinnevik or Kinnevik Capital Ltd., and has retained his or her Investment Shares (as defined below) throughout a three-year vesting period, ending after the disclosure of Kinnevik's interim financial report for the period January-March 2021 (the "Vesting Period"). The number of Incentive Shares which will be reclassified into Kinnevik Class B Shares, if any, depends on the extent to which the relevant performance conditions for the Incentive Shares have been fulfilled during 1 April 2018 - 31 March 2021 as regards Classes D-F, and during 1 April 2018 - 31 March 2023 as regards Class G (the "Measurement Period").

As per the previous paragraph, Classes D-F have a three-year measurement period, and Class G has a five-year measurement period, and any reference to the Measurement Period in LTIP 2018 shall be read and construed accordingly.

Participants in LTIP 2018

All employees in Kinnevik, approximately 40 persons, will be entitled to participate in LTIP 2018.

Personal investment in Kinnevik shares

In order to participate in LTIP 2018, the employees are required to invest in Kinnevik shares and to allocate such shares to LTIP 2018 (the "Investment Shares"). The Investment Shares may either be shares acquired for LTIP 2018 or shares already held (which are not allocated to any of the 2016 and 2017 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 2018, the Investment Shares must instead be acquired as soon as possible, but no later than prior to the 2019 Annual General Meeting.

General terms and conditions for the Incentive Shares

The Incentive Shares shall be governed by the proposed Articles of Associtation as set out under item 19(b). In addition, the Board has resolved upon the detailed terms of agreements which will be entered into with the participants prior to the participants subscribing for the Incentive Shares.

The main terms and conditions for the Incentive Shares according to the proposed Articles of Association and agreements are the following:

  • The participants will subscribe for Incentive Shares in up to four classes, D, E, F and G, for SEK 0.10 for each Incentive Share (i.e. the quota value).
  • If and to the extent the performance-based condition for reclassification in a class of Incentive Shares has been fulfilled, the relevant Incentive Shares will be reclassified after the Measurement Period. Upon reclassification, one (1) Incentive Share will be reclassified to one (1) Kinnevik Class B share.
  • To the extent that the performance-based condition for reclassification of an Incentive Share has not been fulfilled, the relevant Incentive Shares will be redeemed by Kinnevik after the Measurement Period. In addition, the Board has the right to redeem the Incentive Shares at any time if (i) redemption is requested by the participant or (ii) if an Incentive Share is transferred to a new owner (regardless of the nature of the transfer). The redemption price for each Incentive Share shall be SEK 0.10 (i.e. the quota value).
  • The agreements with the participants include an irrevocable and mandatory request from the respective participant to redeem the participant's Incentive Shares (in whole or in part) if (a) the participant has not allocated the committed Investment Shares prior to the 2019 Annual General Meeting, or (b) the participant transfers, sells, pledges, lends or otherwise disposes of the Investment Shares during the Vesting Period, or (c) the participant ceases to be employed by Kinnevik or Kinnevik Capital Ltd., subject to certain exceptions as set out below, during the Vesting Period, or (d) the participant transfers, sells, pledges, lends or otherwise disposes of the Incentive Shares, including by way of transfer of the Incentive Shares into an insurance policy (Sw. kapitalförsäkring) or a custody account so that the participant's ownership of any and all of his or her Incentive Shares is not apparent from a transcript of Euroclear Sweden's register of shareholders (Sw. aktiebok) or nominee register (Sw. förvaltarförteckning), at any time prior to reclassification, or (e) the maximum profit (the Cap, see definition below) per Incentive Share is reached at the end of the Measurement Period, or (f) in case a redemption is necessary to ensure that LTIP 2018 is compliant with laws and regulations.
  • As regards (c) above, a participant will not be required to request redemption of the Incentive Shares in the event of (i) death, disability or retirement, or (ii) if the participant's age (years) and term of employment (years) with Kinnevik and/or Kinnevik Capital Ltd. in aggregate exceed 60. In addition, the Board may decide to waive redemption in any particular case.
  • In order to align the participants' and shareholders' interests, the participants will be compensated for dividends and other value transfers to the shareholders during the Measurement Period. This compensation will be done in accordance with Swedish market practice for dividend compensation in incentive programmes with a corresponding or equivalent term and construction. However, no such compensation will be paid unless the performance-based condition for reclassification of the Incentive Share has been fulfilled.

Performance-based conditions for reclassification of the Incentive Shares

The number of Incentive Shares that will be reclassified into Class B shares is based on the level of fulfilment of the following performance-based conditions:

Class D          Kinnevik's total shareholder return on the Class B share during the three-year Measurement Period exceeds 0 percent as entry level.

Class E           Kinnevik's average annual total shareholder return on the Class B share during the three-year Measurement Period being 5 percent as entry level and 15 percent as stretch target.

Class F           Kinnevik's average annual net asset value development (adjusted for dividend payments, other value transfers to the shareholders and repurchase of own shares) during the three-year Measurement Period being 5 percent as entry level and 15 percent as stretch target.

Class G          The annual average return, calculated as the annual internal rate of return (IRR) on Kinnevik's private portfolio during the five-year Measurement Period, being 8 percent as entry level and 25 percent as stretch target.

If the entry level is reached, 100 percent of the Class D Incentive Shares, 20 percent of the Class E and Class F Incentive Shares, and 18 percent of the Class G Incentive Shares will be reclassified into Class B Shares. If the stretch target is reached for Classes E-G, all Incentive Shares in such class will be reclassified into Class B shares. If the performance level for Classes E-G Incentive Shares is between the entry level and stretch target, the Incentive Shares in that class will be reclassified on a step basis. All Incentive Shares not reclassified into Class B shares will be redeemed by Kinnevik after the Measurement Period for SEK 0.10 for each Incentive Share. See Appendix 2018 / 2023 of the Articles of Association under item 19(b) for more information regarding the performance-based conditions and the steps for reclassification.

According to the agreements with the participants, the maximum profit per Incentive Share will be limited to SEK 598 for Incentive Shares of Class D, E and F, and SEK 897 for Incentive Shares of Class G. The calculation of such maximum profit (the "Cap") shall include compensation that the participants receive for dividends and other value transfers to the shareholders emanating from the Measurement Period (if any), but shall exclude the subscription price for the share. If the value of the Class B share at the end of the Measurement Period exceeds the Cap, the number of the participants' Incentive Shares that will be reclassified into Class B shares will be reduced accordingly.

The reclassification of the Incentive Shares to Class B shares will be made after the Measurement Period. The maximum number of Incentive Shares that can be reclassified amounts to 315,200 in 2021 and 394,300 in 2023. Maximum outcome assumes full participation in LTIP 2018, no personnel turn-over during the Vesting Period, and that all performance conditions have been fulfilled during the Measurement Period (i.e. that the entry level for Class D Incentive Shares and the stretch target for Classes E-G Incentive Shares have been achieved). The maximum number of Incentive Shares that can be reclassified are also subject to the Cap, such that the aggregate number of Incentive Shares reclassified cannot exceed a value at the end of the Measurement Period of SEK 189m in 2021 and SEK 354m in 2023.

Information about the final outcome of LTIP 2018 will be presented in the Annual Report for 2021 as regards Classes D-F, and in the Annual Report for 2023 as regards Class G.

Allocation - subscription of Incentive Shares

LTIP 2018 is proposed to comprise up to 55,500 Investment Shares entitling participants to subscribe for, in aggregate, up to 709,500 Incentive Shares. The number of Incentive Shares that a participant may subscribe for is based on the participant's competence, area of responsibility and the number of Investment Shares allocated to LTIP 2018. In accordance with the above principles and assumptions, LTIP 2018 will comprise up to the following number of Investment Shares and Incentive Shares for different participants:

  • the CEO can allocate up to 5,000 Investment Shares, entitling the CEO to subscribe for up to 5,000 Incentive Shares of Class D, 18,000 Incentive Shares of Class E and F, respectively, and 28,000 Incentive Shares of Class G;
  • 1 employee can allocate up to 3,000 Investment Shares, entitling the employee to subscribe for up to 3,000 Incentive Shares of Class D, 8,400 Incentive Shares of Class E and F, respectively, and 13,200 Incentive Shares of Class G;
  • 2 employees can allocate up to 3,000 Investment Shares each, entitling each of them to subscribe for up to 3,000 Incentive Shares of Class D, 3,300 Incentive Shares of Class E and F, respectively, and 46,200 Incentive Shares of Class G;
  • 1 employee can allocate up to 3,000 Investment Shares, entitling the employee to subscribe for up to 3,000 Incentive Shares of Class D, 6,300 Incentive Shares of Class E and F, respectively, and 26,400 Incentive Shares of Class G;
  • 5 employees can allocate up to 2,000 Investment Shares each, entitling each of them to subscribe for up to 2,000 Incentive Shares of Class D, 6,000 Incentive Shares of Class E and F, respectively, and 6,600 Incentive Shares of Class G;
  • 2 employees can allocate up to 2,000 Investment Shares each, entitling each of them to subscribe for up to 2,000 Incentive Shares of Class D, 2,200 Incentive Shares of Class E and F, respectively, and 30,800 Incentive Shares of Class G;
  • 4 employees can allocate up to 1,500 Investment Shares, entitling each of them to subscribe for up to 1,500 Incentive Shares of Class D, 4,500 Incentive Shares of Class E and F, respectively, and 4,950 Incentive Shares of Class G;
  • 3 employees can allocate up to 1,500 Investment Shares each, entitling each of them to subscribe for up to 1,500 Incentive Shares of Class D, 1,650 Incentive Shares of Class E and F, respectively, and 23,100 Incentive Shares of Class G;
  • 2 employees can allocate up to 1,000 Investment Shares each, entitling each of them to subscribe for up to 1,000 Incentive Shares of Class D, 3,000 Incentive Shares of Class E and F, respectively, and 3,300 Incentive Shares of Class G;
  • 4 employees can allocate up to 1,000 Investment Shares each, entitling each of them to subscribe for up to 1,000 Incentive Shares of Class D, 1,800 Incentive Shares of Class E and F, respectively, and 11,000 Incentive Shares of Class G;
  • 8 employees can allocate up to 700 Investment Shares each, entitling each of them to subscribe for up to 700 Incentive Shares of Class D and 1,750 Incentive Shares of Class E and F, respectively; and
  • 6 employees can allocate up to 400 Investment Shares each, entitling each of them to subscribe for up to 400 Incentive Shares of Class D and 1,000 Incentive Shares of Class E and F, respectively.

Subsidy of tax effects

Kinnevik will grant a cash subsidy to the participants in LTIP 2018 to compensate for the tax effects arising due to the fact that the subscription price for the Incentive Shares is below fair market value. The cash subsidy will correspond to, and cover, the tax impact for the participant and will be paid directly to the relevant tax authority after the participant have subscribed for the Incentive Shares.

Costs, scope and effects on key ratios

An independent valuation institute (PwC) has made a valuation of the Incentive Shares by using the Monte Carlo method. Based on a price for Kinnevik's B-share of SEK 300.40, the conditions that prevailed on 29 March 2018 (i.e. the last trading day in March 2018) and the Board's proposal for a dividend for the 2017 financial year, the value per Incentive Share of Class D has been estimated to be SEK 129, Class E to be SEK 87, Class F to be SEK 80 and Class G to be SEK 17.90.

Reclassification of the Incentive Shares into Kinnevik Class B shares does not result in any social security costs for Kinnevik. Kinnevik will (see above under the heading "Subsidy of tax impact") subsidise the tax impact for the participants, and Kinnevik's cost for LTIP 2018 accounted for in accordance with IFRS 2 will correspond to paid subsidies. IFRS 2 stipulates that the subsidies are to be recorded as a personnel expense (cost for share-based remuneration) in the income statement during the Vesting Period. Based on the assumption of full participation in LTIP 2018 (i.e. 39 participants, in total 55,500 Investment Shares and 709,500 Incentive Shares) and a total fair market value of the Incentive Shares of SEK 36m (based on an estimated share price of Kinnevik's Class B share at the time of subscription of SEK 300.40), the cost for the subsidy in LTIP 2018 according to IFRS 2, excluding social security costs, is estimated to be approximately SEK 80m.

The estimated social security costs on the total subsidy will be recorded as a personnel expense in 2018. The social security costs are estimated at around SEK 21m, using the assumptions set out above and a social security tax rate of 31.42 percent in Sweden and 14.3 percent in the UK.

Given that actual cost for Kinnevik will be based on the actual share price of Kinnevik's Class B share in connection with subscription of the Incentive Shares, Kinnevik's costs may deviate from the estimates set out above.

The maximum dilution due to LTIP 2018 is no more than 0.26 percent in terms of shares outstanding (i.e. total number of issued shares reduced by Kinnevik's holding of treasury shares), 0,11 percent in terms of votes, and 0.10 percent in terms of costs for LTIP 2018 as defined in IFRS 2 in relation to Kinnevik's market capitalisation. The number of Incentive Shares may change during the Measurement Period due to intervening bonus issues, reversed splits, splits, rights issues and/or other similar events. According to the agreements with the participants, all participants must act towards ensuring that all shareholders in Kinnevik are treated equal in case of changes to Kinnevik's share structure or capital structure.

The costs and dilution are expected to have a marginal effect on Kinnevik's key ratios.

Delivery of Kinnevik Class B shares to the participants under LTIP 2018

Delivery of Kinnevik Class B shares to the participants, subject to the terms and conditions of LTIP 2018, will be made by reclassification of the Incentive Shares to Class B shares following the Measurement Period.

Preparation of the proposal

Kinnevik's Remuneration Committee has prepared LTIP 2018 in consultation with external advisors. In addition, LTIP 2018 has been reviewed at Board meetings during the second half of 2017 and the first months of 2018.

Information regarding other incentive programmes in Kinnevik

Please refer to the 2017 Annual Report, Note 16 for the Group, and the company's website www.kinnevik.com, for information regarding Kinnevik's ongoing share or share-price related incentive programmes.

Amendments of articles of association (item 19(b))

In order to implement LTIP 2018 and enable the issue of Incentive Shares in accordance with the resolutions proposed in items 19(a) and (c), respectively, the Board proposes that provisions 4 and 5 in the Articles of Association are amended as stated below:

§ 4

Share capital

The share capital shall be not less than SEK 23,700,000 and not more than SEK 94,800,000.

Number of shares

The number of shares shall be not less than 237,000,000 and not more than 948,000,000.

Share classes

The shares shall be of six classes, ordinary shares of Class A and Class B, and reclassifiable, sub-ordinated shares of Class D 2018, Class E 2018, Class F 2018 and Class G 2018.

Shares of Class A may be issued up to a maximum of not more than 224,593,800 shares. Shares of Class B may be issued up to a maximum number of shares that represents the full share capital. Shares of Class D 2018 may be issued up to a maximum of not more than 55,500 shares. Shares of Class E 2018 may be issued up to a maximum of not more than 129,850 shares. Shares of Class F 2018 may be issued up to a maximum of not more than 129,850 shares. Shares of Class G 2018 may be issued up to a maximum of not more than 394,300 shares.

Voting rights

Shares of Class A shall have ten (10) votes and shares of Class B, Class D 2018, Class E 2018, Class F 2018 and Class G 2018 shall have one (1) vote.

Dividends etc.

Shares of Class A and Class B are entitled to dividends.

Shares of Class D 2018, Class E 2018 and Class F 2018 are not entitled to dividends during April 2018 to March 2021 (inclusive), and shares of Class G 2018 are not entitled to dividends during April 2018 to March 2023 (inclusive).

Shares of Class D 2018, Class E 2018 and Class F 2018 are entitled, in 2021, and shares of Class G 2018 are entitled, in 2023, to payment of an accumulated, outstanding, dividend (per share) (the "Outstanding Amount"). The Outstanding Amount corresponds to the dividend (per share) paid to the holders of shares of Class B (paid dividends and other value transfers to the shareholders) during April 2018 to March 2021 (inclusive) as regards shares of Class D 2018, Class E 2018 and Class F 2018, and during April 2018 to March 2023 (inclusive) as regards shares of Class G 2018 (the "Paid Dividends"). When calculating the Outstanding Amount, Paid Dividends shall be adjusted upwards with a multiple corresponding to the total shareholder return to the holders of shares of Class B (the "TSR Multiple") from the ex-dividend date of 2018 until 31 March 2021 as regards shares of Class D 2018, Class E 2018 and Class F 2018, and until 31 March 2023 as regards shares of Class G 2018.

The Outstanding Amount shall accordingly be calculated in accordance with the following:

                      Paid Dividend per share of Class B year 2018 * the TSR Multiple 2018-2021, as regards shares ofClass D 2018, Class E 2018 and Class F 2018

                      Paid Dividend per share of Class B year 2018 * the TSR Multiple 2018-2023, as regards shares of Class G 2018

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