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Expert Corporate Governance Service (ECGS)
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Investment AB Kinnevik - AGM 06 May 2019

In general, Investment AB Kinnevik ("Kinnevik") is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEMS 15a-15f, the (re-)election of the board of directors is proposed.

In view of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the (re-)election of: Mr. Henrik Poulsen (ITEM 15c) and Ms. Charlotte Strömberg (ITEM 15d).

Under ITEM 19a, the board of directors seeks approval of a LT incentive plan. Although ECGS has no concerns over the LT incentive plan as such, it does not approve of the method of securing the Company's obligations under the plan (see below). ECGS therefore recommends to vote OPPOSE.

Under ITEM 19b, the board of directors proposed to amend Articles 4 and 5 of the Company's Articles of Association thereby enabling Kinnevik to create 4 new series of shares to secure obligations under the LT incentive plan. ECGS sees no rationale for the creation of 4 new series of shares for the sole purpose of covering obligations under a LT incentive plan and accordingly recommends to vote OPPOSE.

Finally, under ITEM 19c, the board of directors seeks authorisation to issue shares (4 new series of shares) in connection with the LT incentive plan. As already mentioned, ECGS does not approve of the method of securing the Company's obligations under the plan and consequently recommends to vote OPPOSE.

Underlying
Kinnevik AB

Kinnevik is an investment company with holdings in the sectors of communication, e-commerce, entertainment and financial services. Co.'s holdings include Millicom, a telecommunications and media company providing digital lifestyle products and services to emerging markets, and Tele2, a telecom operator, providing mobile services, fixed broadband and telephony, data network services, cable TV and content services. Within e-commerce, Co. has focused its investments in the shoes and fashion segment through companies such as Zalando with geographical presence in Europe and companies such as Lamoda, Dafiti, Jabong and Zalora focused on emerging markets.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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