(Información remitida por la empresa firmante)
Kindred Group plc
VALLETTA, Malta, March 17, 2023 /PRNewswire/ — NOTICE IS HEREBY GIVEN that THE ANNUAL GENERAL MEETING (“AGM”) of Kindred Group plc (“the Company”) will be held on Thursday 20 April 202310.00 am CEST at Kindred’s offices located at Regeringsgatan 25 in Stockholm, Sweden for the following purposes:
Notice to holders of Swedish Depository Receipts (“SDRs”)
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.
Holders of SDRs who wish to exercise their voting right at the AGM must:
(i) be registered in the register kept by Euroclear Sweden AB by Monday 10 April 2023 (the “Record Date”); and
(ii) notify Euroclear Sweden AB of their intention to attend the AGM no later than 12.00 BST on Monday 10 April 10 2023; and
(iii) send an original signed proxy form to the Company to be received no later than 17.00 BST on Thursday 13 April 2023 (unless the holder will attend the AGM in person).
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 or in person), temporarily register their SDRs in their own name in the register kept by Euroclear Sweden AB by the Record Date. 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 the Record Date.
Requirement (ii): Holders of SDRs must, to be able to exercise their voting rights at the AGM (by proxy or in person), give notice to Euroclear Sweden AB of their intention to attend no later than 12.00 BST on Monday 10 April 2023. This must be done by completing the enrolment form provided on https://anmalan.vpc.se/euroclearproxy. The form must be completed in full.
Requirement (iii): Holders of SDRs who will not attend the AGM in person must send their original signed proxy forms by post or courier so as to arrive at Euroclear Sweden AB, no later than 17.00 BST on Thursday 13April 2023. Proxy forms are available on https://anmalan.vpc.se/euroclearproxy and www.kindredgroupplc.com/AGM. When submitting votes via regular mail or courier the proxy needs to be accompanied by supporting documentation showing the undersigned person/s authority to vote on behalf of the SDR holder. The proxy and any Power of Attorney need to be submitted in original.
Please note that conversions to and from SDRs and ordinary shares will not be permitted between 6 April 2023 and 28 April 2023.
Proposed Agenda
It is proposed that the AGM conducts the following business:
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. Resolution (a)
Declaration of Dividend in cash
9. Resolution (b)
To receive, consider and approve the Report of the Directors and the Consolidated Financial Statements (Annual Report) prepared in accordance with International Financial Reporting Standards for the year ended 31 December 2022, together with the Report of the Auditors
10. Resolution (c)
To approve the remuneration report set out on pages 103-109 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2022
11. Resolution (d)
To determine the number of Board members
12. Resolution (e)
To determine the Board members’ fees
13. Resolution (f)
To re–elect Evert Carlsson as a director of the Company
14. Resolution (g)
To re–elect James H. Gemmel as a director of the Company
15. Resolution (h)
To re–elect Heidi Skogster as a director of the Company
16. Resolution (i)
To elect Cédric Boireau as a director of the Company
17. Resolution (j)
To elect Jonas Jansson as a director of the Company
18. Resolution (k)
To elect Andy McCue as a director of the Company
19. Resolution (l)
To elect Martin Randel as a director of the Company
20. Resolution (m)
To elect Kenneth Shea as a director of the Company
21. Resolution (n)
To appoint the Chairman of the Board
22. Resolution (o)
To reappoint PricewaterhouseCoopers as auditors of the Company and to authorise and empower the directors to determine their remuneration
23. Resolution (p)
To approve the guidelines for how the Nomination Committee shall be appointed
As Special Business, to consider the following resolutions which will be proposed as Extraordinary Resolutions
24. Resolution (q)
The meeting will be requested to consider and if thought fit, approve, by extraordinary resolution, the following further resolution: it being noted that
(i) at a Board of Directors’ meeting held on 8 March 2023, the directors resolved to obtain authority to buy back GBP 0.000625 Ordinary Shares/SDRs in the Company (the purpose of the 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/SDRs to be acquired, the duration of the period for which the authorisation is given and the maximum and minimum consideration. It is proposed that the Company, through the Board, be generally authorised and empowered to make purchases of ordinary shares/SDRs of GBP 0.000625 each in its capital, subject to the following:
(a) the maximum number of shares/SDRs that may be so acquired is 23,000,000;
(b) the minimum price that may be paid for the shares/SDRs is 1 SEK per share/SDR exclusive of tax;
(c) the maximum price that may be paid for the shares/SDRs is 300 SEK per share/SDR 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 2024 Annual General Meeting but not so as to prejudice the completion of a purchase contracted before that date.
25. Resolution (r)
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 such number of shares/SDRs determined by the board of directors and acquired pursuant to the Company’s share buy-back program up to a maximum amount of GBP 23,125, representing a maximum of 37,000,000 shares/SDRs;
(ii) that the board of directors of the Company be authorised and empowered to carry out all acts necessary for the purposes of giving effect to such cancellation of shares/SDRs, at such intervals and in such amounts 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;
(CONTINUA)