NOTICE IS HEREBY GIVEN that THE ANNUAL GENERAL MEETING (“AGM”) of Kindred
Group
plc (“the Company”) will be held on Tuesday 12 May 2020 at 10.00 CEST at
Kindred
People’s office, Regeringsgatan 29, Stockholm, for the following
purposes:
Notice to holders of Swedish Depository Receipts (“SDR’s”)
Holders
of SDR’s who wish to attend and/or vote at the AGM must:
(i) be registered in
the register kept by Euroclear Sweden AB by 17.00 CEST
Thursday 30 April
2020;
(ii) notify Skandinaviska Enskilda Banken AB (publ) (SEB) of their
intention to
attend the AGM no later than 17.00 CEST on Wednesday 6 May 2020
and
(iii) send an original signed proxy form to the Company no later than
17.00 CEST
on Thursday 7 May 2020 (unless the holder will attend the AGM in
person).
Requirement (i): Holders of SDR’s whose holding is registered in the
name of a
nominee must, to be able to exercise their voting rights at the AGM
(by proxy or
in person), temporarily register their SDR’s in their own name in
the register
kept by Euroclear Sweden AB by 17.00 CEST on Thursday 30 April
2020 Such holders
must well before that day contact their custodian bank or
brokerage to request
that their holding be temporarily registered in their own
name with Euroclear
Sweden AB before Thursday 30 April 2020.
Requirement (ii):
Holders of SDR’s must, to be able to exercise their voting
rights at the AGM
(by proxy or in person), give notice to SEB of their intention
to attend no
later than 17.00 CEST on Wednesday 6 May 2020. This must be done by
completing
the enrolment form provided on www.kindredgroup.com/AGM. The form
must be
completed in full and delivered electronically.
Requirement (iii): Holders of
SDR’s who will not attend the AGM in person must
send their original signed
proxy forms by post or courier so as to arrive at
Kindred Group plc, c/o
Kindred People, Regeringsgatan 25, 111 53, Stockholm,
Sweden, no later than
17.00 CEST on Thursday 7 May 2020. Proxy forms are
available on
www.kindredgroupplc.com/AGM.
In light of the instructions from the
authorities, all SDR holders are
encouraged to consider using the option of
proxy form as described above instead
of attending the meeting in person.
The
convening notice in full and the agenda of the shareholders meeting
together
with other AGM papers can be found on the Company’s
website
www.kindredgroup.com/AGM
Please note that conversions to and from
SDR’s and ordinary shares will not be
permitted between 30 April and 12 May
2020.
Proposed Agenda
It is proposed that the AGM conducts the following
business:
[]
Resolution:
1 Opening of the Meeting
2 Election of Chairman of
the Meeting
3 Drawing up and approval of the voting list
4
Approval of the agenda
5 Election of one or two person(s) to approve
the
minutes
6 Determination that the Meeting has been duly
convened
7 The CEO’s presentation
Ordinary Business
8 To receive, consider and approve the Report of the Resolution (a)
Directors and the Consolidated Financial Statements
(Annual
Report) prepared in accordance with
International Financial Reporting
Standards for the
year ended 31 December 2019, together with the
Report of the Auditors[1)]
9 To approve the remuneration report
set out on pages Resolution (b)
51-56 of the Company’s Annual
Report and Financial
Statements for the year ended 31 December 2019
10 To determine the number of Board members Resolution (c)
11 To determine the Board members’ fees Resolution (d)
12 To re-elect Peter Boggs as a director of the Company Resolution (e)
13 To re-elect Gunnel Duveblad as a director of the Resolution (f)
Company
14 To re-elect Erik Forsberg as director of the Company
Resolution (g)
15 To re-elect Stefan Lundborg as director of the
Resolution (h)
Company
16 To re-elect Carl-Magnus Månsson as
director of the Resolution (i)
Company
17 To re-elect
Anders Ström as director of the Company Resolution (j)
18 To appoint
the Chairman of the Board Resolution (k)
19 Resolution
on guidelines for how the Nomination Resolution (l)
Committee
shall be appointed
20 To reappoint PricewaterhouseCoopers as auditors of
Resolution (m)
the Company and to authorise the directors to
determine their remuneration
As Special Business, to consider the
following
resolutions which will be proposed as Ordinary
21
Resolutions Resolution (n)
To vote on the remuneration policy and other terms
of employment for
senior management
22
Resolution (o)
To vote on a stock option plan to the key
executives
As Special Business, to consider the following
resolutions which will be proposed as Extraordinary
Resolutions
The meeting will be requested to consider and if
Resolution (p)
23 thought fit, approve, by extraordinary resolution,
the following further resolution: it being noted
that
(i) at a Board of Directors´ meeting held on 10
March 2020, the
directors resolved to obtain
authority to buy back GBP 0.000625
Ordinary
Shares/SDR´s in the Company (the purpose of buyback
being to achieve added value for the Company’s
shareholders); and
(ii) pursuant to article 106(1) (b) of the Companies
Act
(Cap.386 of the Laws of Malta) a company may
acquire any of its own
shares otherwise than by
subscription, provided inter alia
authorisation is
given by an extraordinary resolution, which
resolution will need to determine the terms and
conditions of such
acquisitions and in particular
the maximum number of shares/SDR’s to
be acquired,
the duration of the period for which the
authorisation is given and the maximum and minimum
consideration,
given this it is proposed that the Company, through
the Board,
be generally authorised to make purchases
of ordinary shares/SDR’s of
GBP 0.000625 each in its
capital, subject to the following:
(a) the maximum number of shares/SDR’s that may be
so acquired is
22,689,967;
(b) the minimum price that may be paid for the
shares/SDR’s is 1 SEK per share/SDR’s exclusive of
tax;
(c)
the maximum price that may be paid for the
shares/SDR’s is 200 SEK
per share/SDR’s exclusive of
tax;
(d) the purchases may
take place on multiple
occasions and will be based on actual market
price
and terms, and
(e) the authority conferred by this
resolution shall
expire on the date of the 2021 Annual General
Meeting but not so as to prejudice the completion of
a purchase
contracted before that date.
24 Closing of the
meeting
Information about proposals related to Agenda
items
Agenda item 2
The Nomination Committee proposes that Gunnar Johansson
be elected Chairman of
the Meeting.
Agenda item 8
The 2019 Annual Report was
finalised and signed on 6 March 2020 and reflects
events up to that date. On
the 2 April 2020 the Board of Directors has decided
to withdraw the previous
recommendation to shareholders/SDR holders to declare a
dividend of GBP 0.176
(0.496) per share/SDR. Accordingly, the sections in the
Annual Report which
refer to this dividend have been superseded as a result of
this decision and
the Annual Report is to be read and construed accordingly.
Agenda item 9
The
Board of Directors proposes that the AGM approves the remuneration report
on
pages 51-56 of the Company’s Annual Report and Financial Statements for the
year
ended 31 December 2019.
Agenda item 10
The Nomination Committee proposes
that the Board of Directors should consist of
six Directors.
Agenda item
11
The Nomination Committee proposes that a total fee of maximum GBP
673,000 (2019:
GBP 752,000) be paid to Directors elected at the AGM, who are
not employees of
the Company. It is proposed that the fee will be apportioned
within the Board so
that the Chairman will receive a fee of GBP 260,000
(unchanged), and a fee of
GBP 57,000 (unchanged) be paid to each other
Director, and an additional GBP
22,000 (unchanged) be paid for Audit Committee
work and GBP 12,000 (unchanged)
for Remuneration Committee work. As the US
market presented new opportunities,
and Kindred Group has taken its first steps
into this market, the two members of
the US Committee formed last
year should receive an additional GBP 12,000
(unchanged).An additional GBP
8,000 (unchanged) be paid to the Chairman of the
three Committees.This means
that a total fee of maximum GBP 673,000 is proposed
which is GBP 79,000 lower
than last year.
The total fee is subject to that the Remuneration Committee
will be comprised of
three members and the Audit Committee and US Committee
will be comprised of two
members.
Agenda item 12-17
CVs for Directors are to
be found on page 36-37 in the Kindred Group plc Annual
Report for 2019 and on
the Company’s website.
Agenda item 18
The Nomination Committee proposes that
Anders Ström is appointed the Chairman of
the Board.
Agenda item 19
The
Nomination Committee proposes that the Annual General Meeting resolves
that,
until the general meeting of the shareholders decides otherwise, the
Nomination
Committee shall consist of not less than four and not more than five
members.
The members of the Nomination Committee shall represent all
shareholders and be
appointed by the largest shareholders at the end of August
2020 having expressed
their willingness to participate in the Nomination
Committee. Should any of
these shareholders appoint the Chairman of the Board
of Directors as its member,
the Nomination Committee shall consist of five
members. Otherwise, the Chairman
of the Board shall be adjunct to the
Nomination Committee. The other members
shall be appointed by each of the other
largest shareholders expressing their
willingness to participate in the
Nomination Committee within one week from that
they are asked. The appointment
of a member of the Nomination Committee shall
state which shareholder has
appointed that member. Should one shareholder waive
its right to appoint a
member of the Nomination Committee, the opportunity to
appoint a member shall
thereafter be passed on in order of the largest
shareholding who not already
have a member in the Nomination Committee. The
members of the Nomination
Committee shall appoint the committee chair among
themselves. The Chairman of
the Board shall not chair the Nomination Committee.
The names of the members of
the Nomination Committee shall be announced not
later than the date of the
publication of the Company's interim report for the
third quarter of
2020.
Should the ownership in the Company change, after the announcement of
the
Nomination Committee but before the end of the fourth quarter of 2020, to
such
extent that the members of the Nomination Committee no longer reflect
the
shareholding as stipulated above, and the Nomination Committee so
considers
appropriate, then the member of the Nomination Committee representing
the
shareholder with the lesser number of shares in the Company shall resign
from
the committee and the shareholder who has become the larger shareholder in
the
Company shall, in the order corresponding to its shareholding in the
Company, be
offered to appoint a new member of the Nomination Committee. Minor
changes in
the shareholding of the Company shall not be taken into account.
Shareholders
who have appointed a member in the Nomination Committee have the
right to
dismiss that member and appoint a new member.
Should a member of the
Nomination Committee leave his/her assignment prematurely
and if the Nomination
Committee deems it appropriate, a new member shall be
appointed by the
shareholder who appointed the resigning member or that other
shareholder who at
that point of time has the larger shareholding in the
Company.
All changes of
the Nomination Committee will be announced.
No remuneration will be paid to
the members of the Nomination Committee.
Agenda item 20
The Nomination
Committee proposes that PricewaterhouseCoopers are re-appointed
as auditors for
the Company for 2020 and that the auditor fees be paid against
approved
account.
Agenda item 21
The Board of Directors proposes that the 2020 Annual
General Meeting resolves to
approve the Board of Directors’ proposal regarding
guidelines for remuneration
and other terms of employment for the CEO and other
member of the Executive
Management set forth below. Subject to the shareholder
approval, the effective
date of these guidelines will be 12 May 2020. The
intention of the Board of
Directors is that these remuneration guidelines will
remain in place for four
years from the date of approval.
Remuneration
principles to support Kindred’s long-term business strategy
and
sustainability
A successful implementation of our remuneration policy will
ensure that Kindred
can attract and retain the best people, enabling us to
execute our business
strategy and serve our long-term interests, including our
sustainability goals.
The policy of the Board is to attract, retain and
motivate the best management
by rewarding them with competitive compensation
packages linked to the Group’s
financial and strategic objectives. The
compensation packages are designed to be
competitive, but importantly, also
fair and reasonable in comparison with
companies of a similar size, industry
and international scope, and to strike the
appropriate balance between risk and
reward.
The short-term and long-term incentive plans are designed to support
key
business strategies and financial objectives and contribute to creating
strong,
sustainable performance for the Group. The performance measures used
for short
and long-term incentive plans are closely linked to our strategic
objectives for
sustainable growth. Performance measures as well as any
corresponding targets
are reviewed annually by the Committee to ensure that
they continue to drive the
right behaviours in executive managers and create
value for our shareholders.
Remuneration guidelines by element
The components
of remuneration for the Executive Management comprise base
salary, short-term
and long-term incentive plans, pension and other benefits.
The remuneration
guidelines do not apply to share-based incentive plans, which
are subject to a
separate resolution at the Annual General Meetings.
In the preparation of the
Board of Directors’ proposal for these remuneration
guidelines, salary levels,
incentive structures and employment conditions for
other employees of the
company have also been considered.
Base salary
Executive managers receive
base salaries based on position, responsibilities,
performance and
competencies.
Short-term incentives
Short-term incentives for the Group
typically take the form of annual bonuses
and are paid in cash. Maximum
variable cash-based incentives are capped at 100
percent of base
salary.
Awards for any short-term incentive plans are contingent on financial
measures
such as for example EBITDA and Gross Contribution (aggregated across
the Group
or per individual markets), as well as customer experience,
sustainability
measures and business critical objectives. The Board selects and
approves the
performance measures, targets and relative weightings at the start
of each year
to ensure strong alignment with business strategy and that targets
are
sufficiently stretching. Achievement of targets is assessed and formal
approval
for payment of awards is sought following the publication of the
relevant
period’s financial results.
Long-term incentives
The long-term
incentive incentives align the interests of executives with those
of
shareholders by granting performance shares and share options as a reward
for
delivery of long-term performance objectives, and for creating value
for
stakeholders. Performance measures, weightings and targets for these
selected
measures are set at the start of the 3-year performance/vesting period
by the
Board of Directors to ensure they continue to support Kindred’s
long-term
strategy. Performance measures may include, but are not limited to,
financial
and share-price related measures.
Pension
Pension arrangements for
the CEO and the other members of the Executive
Management, are provided in the
form of defined contribution plans, are
competitive and appropriate in context
of the market practice in the applicable
country of executives’ employment or
residence and total remuneration.
Other benefits
Other benefits that may be
provided are in accordance with market practice in
the applicable country of
executives’ employment or residence and may change
from time to time. Executive
Management members may be eligible for benefits such
as health insurance, life
insurance, travel allowance, relocation support (where
applicable), and to
participate in whatever all-employee plans may be offered at
any given
point.
Share Ownership Guideline
The Board of Directors believes that the
Executive Management members will most
effectively pursue the long-term
interests of our shareholders if they are
shareholders themselves. As a result,
share ownership guidelines are being
introduced. Our policy requires that the
CEO maintains one times net base salary
and other Executive Management members
maintain 0.5 times net base salary to
comply with this guideline.
Employment
contract, termination of employment and severance pay
Executive contracts are
typically with indefinite duration but may be offered on
occasion for fixed
term. Upon termination of employment, the notice period may
not exceed six
months. Fixed cash salary during the notice period and any
severance pay may
combined not exceed an amount equivalent to two year’s salary.
Upon
termination of employment a non-compete clause may restrict the employee
from
engaging in a competing business. The non-compete clause restriction covers
no
more than twelve months following termination of employment. During the
non
-compete clause period Kindred may pay the former employee an
amount
corresponding to no more than 60 per cent of twelve months’ salary.
The
decision-making process to determine, review and implement the
remuneration
guidelines
The Board of Directors has established a Remuneration
Committee. The Committee’s
tasks include preparing the Board of Directors
decision to propose remuneration
guidelines for the CEO and the Executive
Management. Proposal for new
remuneration guidelines shall be prepared at least
every fourth year and
submitted to the Annual General Meeting. The remuneration
guidelines shall be in
force until new guidelines are adopted by the Annual
General Meeting. The
Remuneration Committee shall also monitor the annual
implementation of these
guidelines. In order to avoid any conflict of interest,
remuneration is managed
through well-defined processes ensuring no individual
is involved in the
decision-making process related to their own
remuneration.
Malus & Clawback
The Board of Directors, under exceptional
circumstances, may limit or cancel
payments of variable remuneration provided
that such actions are deemed
reasonable (malus). The Board of Directors shall
also have the possibility,
under applicable law or contractual provisions and
subject to the restrictions
that may apply under law or contract, to in whole
or in part reclaim variable
remuneration paid on incorrect grounds
(clawback).
Deviation from the guidelines
The Board of Directors may
temporarily resolve to deviate from the guidelines,
in whole or in part, if
there in an individual case are special circumstances
where a deviation is
necessary in order to serve the Company’s long-term
interests, including its
sustainability, or to ensure the company’s financial
viability. As set out
above, the Remuneration Committee’s tasks include
preparing the Board of
Directors’ resolutions in respect to remuneration-related
matters for the CEO
and the Executive Management. This includes any resolutions
to temporarily
deviate from the guidelines.
Agenda item 22
The Board of Directors proposes
that the 2020 Annual General Meeting resolves to
approve the Board of
Directors’ proposal regarding a stock option plan (‘SOP’)
to the key executives
in Kindred Group. The plan is divided into four parts as
follows: SOP 2020, SOP
2021, SOP 2022 and SOP 2023, each part to run on a
staggered cycle of 3 years.
The detailed proposal is published on the Kindred
Group website,
www.kindredgroup.com/AGM and is subject to the shareholder
approval at the 2020
Annual General Meeting.
The intention of the Board of Directors is that the
stock option plan will drive
shareholder value by further increasing the top
management’s alignment with long
-term shareholder value creation. The
suggested stock option plan may in total
comprise no more than approximately
3.20 per cent of all issued shares in
Kindred, i.e. each annual SOP may
comprise no more than approximately 0.80 per
cent shares in Kindred. The total
estimated maximum cost of each annual stock
option plan is SEK 11.5 million and
the annual plans will be limited in such a
way that the total LTIP grants (PSP
and stock options) each year will be capped
at 1.00 per cent of total shares
outstanding.
Agenda item 23
The Board of Directors proposes that the
acquisition of shares/SDR´s shall take
place on Nasdaq Stockholm or via an
offer to acquire the shares/SDR´s to all
shareholders. Repurchases may take
place on multiple occasions and will be based
on actual market price and terms,
prevailing regulations and the capital
situation at any given time.
Notification of any purchase will be made to Nasdaq
Stockholm and details will
appear in the Company’s annual report and accounts.
The objective of the
buyback is to achieve added value for the Company’s
shareholders and to give
the Board increased flexibility with the Company’s
capital
structure.
Following repurchase the intention of the Board would be to either
cancel, use
as consideration for an acquisition or issue to employees under a
Share Option
programme or Share Performance Scheme.
Once repurchased under
Companies Act (Cap.386 of the Laws of Malta) further
shareholder approval will
be required before those shares could be cancelled
only.
If used as
consideration for an acquisition, the intention would be that the
actual
Shares/SDRS would be offered to any potential transferor.
-oOo-
The Annual
Report in English together with other documents regarding the AGM are
available
on the Company’s website www.kindredgroup.com/AGM.
For information on how
personal data are processed please
see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor
-engel
ska.pdf
By
order of the Board
Kindred Group plc
Malta, April 2020
NOTE
1.The parts in
the Annual Report which refer to the recommendation of the
directors to declare
a dividend for 2019 have been superseded as a result of the
decision of the
Board of Directors taken on 2 April 2020 to withdraw the said
recommendation.
The Annual Report is to be read and construed accordingly.
2. A member
entitled to attend and vote at the meeting is entitled to appoint
one or more
proxies to attend and vote on his or her behalf. A proxy need not
also be a
member.
For more information:
Inga Lundberg, Investor Relations, 44 788 799
6116
|