KINDRED GROUP PLC
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:
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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
-engelska.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
Attachments:
04074908.pdf
Attachments
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Kindred Group plc published this content on 09 April 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 April 2020 05:02:20 UTC
