(Información remitida por la empresa firmante)
(iv) that upon the lapse of the period referred to in paragraph (iii) above, the board of directors of the Company and/or the Company Secretary be authorised and empowered to submit one or more revised and updated Memorandum of Association of the Company to the Malta Business Registry so as to inter alia reflect the change in issued share capital following such reduction/s; and(v) that this mandate will supersede and replace previous mandates provided to the board to cancel shares/SDRs.
26. Resolution (s)
The meeting will be requested to consider and if thought fit, approve, by extraordinary resolution, the following further resolution:
That the directors be and are hereby duly authorised and empowered in accordance with Article 9 of the Company’s Articles of Association, articles 85(1)(b) and 88(7) in the Companies Act, on one or several occasions prior to the date of the next Annual General Meeting of the Company, to issue and allot up to a maximum of 23 million ordinary shares/SDRs in the Company of a nominal value of GBP 0.000625 each (the “Share Issue Limit”) for payment in kind or through a set-off in connection with an acquisition without first offering the said shares/SDRs to existing SDR holders/shareholders (corresponding to a dilution of about 10 per cent). The Share Issue Limit shall be reduced by the amount of any shares/SDRs which are bought back and held by the Company). This resolution is being taken in terms and for the purposes of the approvals necessary in terms of the Companies Act and the Articles of Association of the Company.
27. Resolution (t)
Performance share plan for the senior management
The Board of Directors has reviewed remuneration for the senior management and concluded that the Company would benefit from a continuation of a performance share plan that complements the stock option plan to further increase the senior management’s alignment with long-term shareholder value creation. The Board proposes that the 2023 Annual General Meeting resolves to approve the Board of Directors’ proposal regarding a performance share plan to the senior management in Kindred Group which will be used in conjunction with the existing stock option plan (SOP).
In the proposed plan, the performance measure is a non-market based condition that provides participants (approximately 109) with a high degree of alignment to Company performance. PSP awards will depend on Kindred achieving financial performance target (i.e. EBITDA) over three financial years establishing a clearer link between how Kindred performs and the value that the PSP can deliver.
The suggested performance share plan may in total comprise no more than 0,3% of all issued shares in Kindred annually, and on an accumulated basis the five plans of 2023-2027 will amount to around 1,1% of dilution.
Closing of the meeting
Information about proposals related to Agenda items
Agenda item 2
The Nomination Committee will publish the information of its proposal for a Chairman of the AGM 2023 on a later date.
Agenda item 8
The Board of Directors proposes a dividend of GBP 0.345, which is approximately SEK 4.35 at the exchange rate 12.63 GBP/SEK at 28 February 2023 per SDR/share, to be paid to holders of ordinary shares/ 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 24 April 2023 and distributed by Euroclear Sweden AB on 27 April 2023 with an ex-dividend date of 21 April 2023, and for the second instalment the record date will be 24 October 2023 and distributed by Euroclear Sweden AB on 27 October 2023 with an ex-dividend date of 23 October 2023. For accounting purposes, the rates of exchange to be used shall be the SEK-GBP rate prevalent on 21 April 2023 and 23 October 2023 respectively.
Agenda item 9
The 2022 Annual Report was finalised and signed on 15 March 2023 and reflects events up to that date.
Agenda item 10
The Board of Directors proposes that the AGM approves the remuneration report on pages 103-109 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2022.
Agenda item 11
The Nomination Committee proposes that the Board of Directors should consist of eight Directors.
The following members of the current Board of Directors of the Company, being Peter Boggs, Gunnel Duveblad, Erik Forsberg, Carl-Magnus Månsson and Fredrik Peyron, have declared that they will not stand for re-election at the Company’s 2023 AGM.
Agenda item 12
The Nomination Committee proposes that a total fee of maximum GBP 861,500 (2022: GBP757,000) be paid to Directors elected at the AGM, who are not employees of the Company. The total fee is subject to that all the three committees of the Board – the Remuneration Committee, the US Committee and the Audit Committee should consist of three members each and should be chaired by one of its members.
It is proposed that a fee of GBP 200,000 (2022: GBP190,000) be paid to the Chairman of the Board.
Furthermore, it is proposed that a fee of GBP 66,000 (2022: GBP63,000) be paid to each other Director, and an additional GBP 26 000 (2022: GBP25,000) be paid for Audit Committee work and GBP 15,000 (2022: GBP14,000) for Remuneration Committee work. The members of the US Committee should receive an additional GBP 15,000 (2022: GBP14,000). An additional GBP 10,500 (2022: GBP10,000) should be paid to each Chairman of the three Committees.
Agenda item 13-20
CVs for the current Directors are to be found on pages 81-83 in the Kindred Group plc Annual Report for 2022 and on the Company’s website.
Brief CVs for the proposed new Directors are set out below:
Cédric Boireau is a French citizen, born in 1988.
Mr. Boireau has worked with SAS Premier Investissement for over ten years, initially in the company’s listed real estate development subsidiary Bassac where he worked for five years. In 2017, he co-founded Lagune Holding, an investment advisor and worked closely with Premier Investissement to develop its asset management arm.
Jonas Jansson is a Swedish citizen, born in 1969.
Mr. Jansson is a self-employed private investor. Formerly he has worked as the COO of Kambi Group plc for ten years, and as the Head of Trading of Unibet/Kindred for seven years.
Andy McCue is a British citizen, born in 1974.
Mr. McCue is the Chair of the Board of Thérapie Clinic and Camile Thai. He is the former CEO of Paddy Power plc, where he led the business through the merger with Betfair plc. He is also the former CEO of The Restaurant Group plc. He has previously served as a member of the Board of Betsson AB and Hostelworld plc.
Martin Randel is a Swedish citizen, born in 1974.
Mr. Randel is a private investor and entrepreneur, founder, owner, and Member of the Board of several companies including Vitamin Well, Unifaun, Instabee, Green Gold and EnginZyme.
Kenneth Sheais a citizen of the USA, born in 1958.
Mr. Shea is currently a Director of Investments at Hamilton Point Investments, a real estate investment firm. He has over twenty-five years of experience in the financial services sector, as both an investment banker and a principal investor. Mr. Shea is a former Senior Managing Director of both Guggenheim Securities and Bear, Stearns, & Co. Inc, where he ran the Gaming & Leisure investment banking practices for both firms. He is a former Managing Director of Pilot Growth, an early-stage growth equity firm, the former President of Coastal Capital, and a former Managing Director of Icahn Capital.
Agenda item 21
The Nomination Committee proposes that Evert Carlsson is re-appointed as the Chairman of the Board.
Agenda item 22
The Nomination Committee proposes that PricewaterhouseCoopers are re-appointed as auditors for the Company for 2023 and the Directors are authorised and empowered to determine their remuneration.
Agenda Item 23
Guidelines for the Nomination Committee appointment
(CONTINUA)