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2021-04-09

Kindred Group plc - AGM Notice

NOTICE IS HEREBY GIVEN that THE ANNUAL GENERAL MEETING ("AGM") of Kindred Group plc ("the Company") will be held on Wednesday 12 May 2021 9.00AM CEST at Kindred's offices located at Regeringsgatan 25 in Stockholm, for the following purposes:

Notice to holders of Swedish Depository Receipts ("SDRs")

Holders of SDRs 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 Friday 30 April 2021;

(ii) notify Skandinaviska Enskilda Banken AB (publ) (SEB) of their intention to attend the AGM no later than 12.00 CEST on Friday 7 May 2021 and

(iii) send an original signed proxy form to the Company no later than 17.00 CEST on Friday 7 May 2021.

Requirement (i): Holders of SDRs whose holding is registered in the name of a nominee must, to be able to exercise their voting rights at the AGM (by proxy), temporarily register their SDRs in their own name in the register kept by Euroclear Sweden AB by 17.00 CEST on Friday 30 April 2021 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 Friday 30 April 2021.

Requirement (ii): Holders of SDRs must, to be able to exercise their voting rights at the AGM (by proxy), give notice to SEB of their intention to attend no later than 12.00 CEST on Friday 7 May 2021. 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): As the AGM will be held without people being physically present holders of SDRs who wish to exercise their voting rights 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 Friday 7 May 2021. Proxy forms are available on www.kindredgroupplc.com/AGM.

Due to the risk of the spread of Covid-19 and in light of the instructions and advice from the authorities regarding the avoidance of physical gatherings, all SDR holders are encouraged to use the option of proxy form as described above. The AGM is being held in accordance with the relevant provisions set out in the Maltese Companies Act (Public Companies - Annual General Meeting) Regulations, 2020 (L.N. 288 of 2020).

Holders of SDRs who wish to put a question to the AGM shall send their question so as to arrive at Kindred Group plc, c/o Kindred People, Regeringsgatan 25, 111 53, Stockholm, Sweden, no later than 9.00 CEST on Monday 10 May 2021. Answers to the questions will be published on www.kindredgroup.com/AGM.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 17 May 2021.
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 Declaration of Dividend in cash Resolution (a)
           9 To receive, consider and approve the Report of Resolution (b)
the Directors and the Consolidated Financial
Statements (Annual Report) prepared in
accordance with International Financial
Reporting Standards for the year ended 31
December 2020, together with the Report of the
Auditors 
10 To approve the remuneration report set out on Resolution (c)
pages 49-52 of the Company's Annual Report and
Financial Statements for the year ended 31
December 2020
11 To determine the number of Board members Resolution (d)
12 To determine the Board members' fees Resolution (e)
13 To re-elect Peter Boggs as a director of the Resolution (f)
Company
14 To re-elect Gunnel Duveblad as a director of the Resolution (g)
Company
15 To re-elect Erik Forsberg as director of the Resolution (h)
Company
16 To re-elect Carl-Magnus Månsson as director of Resolution (i)
the Company
17 To elect Evert Carlsson as new director of the Resolution (j)
Company
18 To elect Fredrik Peyron as new director of the Resolution (k)
Company
19 To elect Heidi Skogster as new director of the Resolution (l)
Company
20 Resolution (m)
To appoint the Chairman of the Board
21 To reappoint PricewaterhouseCoopers as auditors Resolution (n)
of the Company and to authorise the directors to
determine their remuneration
22 Resolution on guidelines for how the Nomination Resolution (o)
Committee shall be appointed
   
As Special Business, to consider the following
23 resolutions which will be proposed as Ordinary Resolution (p)
Resolutions

To vote on revisions to the remuneration policy
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 (q)
24       thought fit, approve, by extraordinary
        resolution, the following further resolution: it  
being noted that 
  (i) at a Board of Directors' meeting held on 9 Resolution (r)
March 2021, the directors resolved to obtain
25 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 23,012,620;
(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 2022 Annual
General Meeting but not so as to prejudice the
completion of a purchase contracted before that
date.

The meeting will be requested to consider and if
thought fit, approve, by extraordinary
resolution, the following further
resolutions:(i) that the issued share capital of
the Company be reduced by means of a
cancellation of any shares/SDRs acquired
pursuant to the Company's share buy-back program
up to a maximum amount of GBP 14,382.89,
representing a maximum of 23,012,620
shares/SDRs;(ii) that the board of directors of
the Company be authorised to carry out all acts
necessary for the purposes of giving effect to
such cancellation of shares/SDRs, at such
intervals as it deems appropriate;(iii) that in
accordance with Article 83(1) of the Companies
Act, (Cap. 386 of the Laws of Malta), the
Company shall be authorised to give effect to
the reduction of issued share capital and
consequent cancellation of shares/SDRs only
following  the lapse of three months from the
date of the publication of the statement
referred to in Article 401(1)(e) of the said
Act;(iv) that upon the lapse of the period
referred to in paragraph (iii) above,  the board
of directors of the Company be authorised to
submit one or more revised and updated
Memorandum of Association of the Company so as
to inter alia reflect the change in issued share
capital following such reduction/s.
26 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 Board of Directors proposes a dividend of GBP 0.330, which is approximately SEK X at the exchange rate X GBP/SEK at X April 2021 per ordinary share, to be paid to holders of ordinary shares and SDRs. In order to facilitate a more efficient cash management, the dividend is proposed to be paid in two equal instalments. If approved at the AGM, the record date for the first instalment will be 17 May 2021 and distributed by Euroclear Sweden AB on 20 May 2021 with an ex-dividend date of 13 May 2021, and for the second instalment the record date will be 15 November 2021 and distributed by Euroclear Sweden AB on 18 November 2021 with an ex-dividend date of 12 November 2021. For accounting purposes, the rate of exchange to be used shall be the SEK-GBP rate prevalent on 17 May 2021 and 15 November 2021 respectively.

Agenda item 9

The 2020 Annual Report was finalised and signed on 12 March 2021 and reflects events up to that date.

Agenda item 10

The Board of Directors proposes that the AGM approves the remuneration report on pages 49-52 of the Company's Annual Report and Financial Statements for the year ended 31 December 2020.

Agenda item 11

The Nomination Committee proposes that the Board of Directors should consist of seven Directors.

Agenda item 12

The Nomination Committee proposes that a total fee of maximum GBP 701,000 (2020: GBP 673,000) be paid to Directors elected at the AGM, who are not employees of the Company.

It is proposed that a fee of GBP 180,000, will be paid to the Chairman of the Board which is significantly lower than previous years when the Chairman received GBP 260,000. Anders Ström had a more extensive role as Chairman building up Kindred Group over the years and it is the Committee's assessment that with the new Board composition, Chairman's role will be more aligned with a usual Chairmanship.

Furthermore, it is proposed that a fee of GBP 60,000 (2020: 57,000) be paid to each other Director, and an additional GBP 23,000 (2020: 22,000) be paid for Audit Committee work and GBP 13,000 (2020: 12,000) for Remuneration Committee work.

The three members of the US Committee should receive an additional GBP 13,000 (2020: 12,000).

An additional GBP 9,000 (2020: 8,000) be paid to the Chairman of the three Committees.

The Nomination Committee also proposes that the Board introduces a Deputy Chairman role who should receive an additional GBP 10,000.

This means that a total fee of maximum GBP 701,000 is proposed, and the total fee is subject to that the Remuneration Committee and the US ...

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