Report
Expert Corporate Governance Service (ECGS)
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Kinnevik AB - Proxy report 16/07/2018

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

ITEM 7

In order to successfully close the merger between Tele2 AB and Com Hem Holding AB (two of Kinnevik's portfolio companies) relevant pro-competitive measures (particularly on the Swedish television markets) are required by the European Commission. The board of directors therefore proposes to distribute all shares in portfolio company Modern Times Group AB ("MTG").

As a matter of principle, ECGS is generally supportive towards corporate spin-offs as they give shareholders the ability to choose whether they will continue to be exposed to MTG or not, if not they can simply sell the (MTG) shares distributed in the transaction. The distribution as such is value-neutral to Kinnevik's shareholders and does not deteriorate shareholder rights and/or corporate governance.

Based on the above, ECGS recommends to vote FOR the proposed distribution of shares in MTG.

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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