AGM 2024

In accordance with rule 2.6 of the Swedish Corporate Governance Code, Kinnevik's Nomination Committee makes the following opinion regarding its proposals to the 2024 Annual General Meeting, including an account of the Committee's work and a description of the diversity policy it has taken to its work. 

Kinnevik's Nomination Committee

The Nomination Committee of five (5) members including the Chair of the Committee was established after the election of four (4) members at the 2023 Annual General Meeting. The members of the Nomination Committee have been James Anderson, Erik Brändström, Lawrence Burns, Marie Klingspor, and Hugo Stenbeck with Lawrence Burns as Chair. The Committee has held several virtual meetings, with additional phone contacts and email correspondence among members between meetings. As a basis for its assessment, the Nomination Committee has conducted interviews with each Board member as well as company management about the Board's work, Kinnevik's current strategy, and its future priorities.  

Each year, the Nomination Committee evaluates the merits of increasing the size of the Board, mindful of the expertise and diversity of perspectives necessary for Kinnevik to succeed. This year, the Committee determined that two additional directors would strengthen the Board's ability to support and challenge the management team as it executes Kinnevik's strategy.  

The Nomination Committee is aware of a perception that the prior composition of the Board presented a risk of a conflict of interest between the Board and a small number of companies in Kinnevik's investment portfolio. The Committee does not believe there is any substance to this perception but notes the appointment of two additional independent directors should mitigate any perceived concerns whilst at the same time strengthening the Board in its ability to carry out its duties.  

In its work, the Nomination Committee has further sought to complement the Board with individuals who bring expertise and perspective in the following areas: 

• Operational company scale-up experience
• Experience over multiple market cycles
• International perspective
• Swedish Capital Market insights and experience
• Deep financial expertise in both public and private companies

As a result of this pursuit the Nomination Committee proposes the election of two new members to the Kinnevik Board – Claes Glassell and Maria Redin.

The Nomination Committee's explanatory statement regarding its proposal for election of the Board

The Nomination Committee proposes a Board of seven (7) members, an addition of two (2) Board members. The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, the re-election of all current Board members and the re-election of James Anderson as Chair of the Board alongside the new election of Claes Glassell and Maria Redin. It is noted that James Anderson has participated neither in the Committee's handling of the proposal to elect James Anderson as member and Chair of the Board nor in the handling of the proposal regarding remuneration to the Chair of the Board. 

Claes Glassell has more than 30 years of experience in leading life science companies, both public and private equity owned. He was Chief Operating Officer and President of Cambrex Corp. 1999-2003, before joining as Chief Executive Officer of Cerus Corp. 2004-2011 and then Chief Executive Officer of CMC Biologics 2011-2015. Claes has been a member of the Board of Cambrex since 2016 and served as Chair of the Board of LSNE 2017-2021 and Chair of the Board of Quotient Sciences 2019-2022. In addition, he has previously held senior positions and served on the boards of several public and private companies and industry bodies, including Vitrolife AB, Cellartis AB, Nobel Chemicals, Berol Nobel, Cerus, the Swedish Chamber of Commerce in New York City, and the Swedish Chemical Industry Association. He is also currently a senior adviser to Permira. Claes holds a master's degree in Chemcial Engineering from Chalmers University of Technology.  Maria Redin has been the CEO of MTG since 2020 where she previously held the positions of CFO and Head of Group Finance & Controlling. Maria began her career at MTG as a management trainee in 2004 before going on to hold the position of CFO, and later CEO, of MTG's former gaming and entertainment company Bet24. Maria is a member of the Board of Hemnet and served on the Board of NetEnt 2012-2020. She holds a bachelor's degree in Business Administration from Cameron University and a master's degree in International Business from the University of Gothenburg.  

The two new Board members proposed to be elected both provide substantial operational scaling experience. Claes Glassell has scaled multiple pharmaceutical operations and Maria Redin has done so through her role at MTG with fast-moving tech and digital businesses. The Nomination Committee believes such experience will provide a valuable perspective for the management team when assessing the progress of investee companies. Moreover, both bring an international perspective with Claes Glassell having spent several decades operating in the United States whilst Maria Redin has overseen a portfolio of gaming studios around the world.  

The significant experience of Claes Glassell leading companies through multiple volatile market cycles provides a perspective that the Nomination Committee believes will be helpful to the management team at this particular juncture. He also brings differentiated private equity experience. Maria Redin brings significant financial experience both from her CFO roles at MTG and her existing role as Chair of the Audit Committee at Hemnet. She also has the experience of leading a Swedish public company thus bringing a valuable understanding of Swedish capital markets and governance.  

The Nomination Committee applied rule 4.1 of the Swedish Corporate Governance Code as its diversity policy. Accordingly, the Nomination Committee gave particular consideration to the importance of a diverse set of Board members, including their mentalities, experience, nationality, gender, professional backgrounds, risk appetites and business disciplines. The Nomination Committee is committed to continue its efforts to compose the most competent Board, capable of capturing Kinnevik's full potential.  

The gender split of the Board in recent years has been over 40 percent of the least represented gender. The current proposal is to elect a Board that shall comprise four female members and three male members, have a mix of Swedish and International experiences, and a resilient, long-term, and ambitious mindset to support Kinnevik to be global in its approach and the clear partner of choice for European growth companies.

Information about the proposed members of the Board

The Nomination Committee has evaluated the independence of the proposed Board members in relation to the company and of major shareholders. It has concluded that the Nomination Committee's proposal is compliant with rules 4.4 and 4.5 of the Swedish Corporate Governance Code. Information about the proposed Board members is set out on pages 25-27 the Notice to the AGM.

The Nomination Committee's explanatory statement regarding election of the Nomination Committee

The Nomination Committee proposes that, for the period until a subsequent General Meeting resolves otherwise, the Nomination Committee shall consist of five (5) members, including the Chair of the Board. The Nomination Committee further proposes that, for the period until a new Nomination Committee has been elected at a subsequent General Meeting, Lawrence Burns (nominated by Baillie Gifford), Erik Brändström (nominated by Spiltan Fonder), Marie Klingspor (nominated by herself and Wilhelm Klingspor and Amelie Klingspor), and Cristina Stenbeck, (nominated by Verdere S.à r.l, AMS Sapere Aude Trust fbo HS and AMS Sapere Aude Trust fbo SMS), shall be elected as members of the Nomination Committee and that Lawrence Burns shall be elected as its Chair.