The Nomination Committee of Investment AB Kinnevik's motivated opinion regarding proposal of the Board of Directors at the Annual General Meeting in 2012
In accordance with the decision reached at the 2011 Annual General Meeting, a Nomination Committee was convened by Cristina Stenbeck in October 2011 in preparation for the 2012 Annual General Meeting, consisting of the largest shareholders in Investment AB Kinnevik. The Nomination Committee consists of Cristina Stenbeck, Ramsay Brufer on behalf of Alecta, Henry Guy on behalf of Verdere S.à.r.l., Edvard von Horn on behalf of the von Horn family and Wilhelm Klingspor on behalf
of the Klingspor family. The five shareholder representatives in the Nomination Committee jointly represent more than 50 percent of the voting rights in Kinnevik.
The Chairman of the Board, Cristina Stenbeck, has been appointed Chairman of the Nomination Committee, an appointment that deviates from what the Swedish Code of Corporate Governance prescribes. The other members of the Nomination Committee have declared their decision regarding election of the Chairman of the Nomination Committee as being in the Company's and shareholders' best interests and a natural consequence of Cristina Stenbeck leading the Nomination Committee's
work in recent years, as well as her connection to Kinnevik's largest shareholders.
The Nomination Committee's proposal regarding the Board of Directors of Kinnevik
The Nomination Committee proposes the following:
• Seven members of the Board of Directors and no deputy members of the Board of Directors.
• Re-election of the following persons as members of the Board of Directors: Tom Boardman, Vigo Carlund, Dame Amelia Fawcett, Wilhelm Klingspor, Erik Mitteregger, Allen Sangines-Krause, Cristina Stenbeck
• Re-election of Cristina Stenbeck as Chairman of the Board of Directors.
The Nomination Committee has held two meetings, either in person or by telephone with additional contact between the meetings. As the basis for its work, the Nomination Committee has had, among other documents, an evaluation of the Board and its work. To assess the degree to which the present Board fulfils the requirements to be placed on the Board, given the Company's situation and future direction, discussion has focused on overall Board composition with respect to experience and expertise. The existing Board of Directors comprises a good balance of financial and operational
expertise as well as shareholder representation. This Board of Directors provides a strong sense of continuity as well as relevant industry expertise and knowledge that will benefit the Board's continued agenda for the business. No suggestions of Board members have been received by the Nomination Committee from persons other than from the members of the Nomination Committee.
In view of the evaluation made, the Nomination Committee proposes the re-election of the current members of the Board of Directors.
The Nomination Committee is of the opinion that the proposed composition of the Board of Directors reflects strong individual credentials as well as key collective experience within strategically important areas for Kinnevik, such as management of listed and unlisted companies as well as market specific competencies, primarily, but not limited to, Scandinavia and a range of relevant Emerging Markets. The proposed Board of Directors also shares a strong sense of corporate governance from many leading markets of reference.
The proposal for the composition of Kinnevik's Board of Directors meets the requirements of the Swedish Code of Corporate Governance for independent members of the Board of Directors. Six of the members of the Board of Directors are independent in relation to the Company and company management. Five out of six members of the Board of Directors that are independent in relation to the Company and Company management are also independent in relation to the Company's major shareholders. Detailed information about all persons proposed as members of the Board of Directors of Kinnevik, including the Nomination Committee's assessment of each member's independence, may be found on the Company's website at www.kinnevik.se.
INVESTMENT AB KINNEVIK (PUBL) THE NOMINATION COMMITTEE