Notice to Extraordinary General Meeting of Kindred Group plc

VALLETTA, Malta, May 19, 2022 /PRNewswire/ -- NOTICE IS HEREBY GIVEN that THE EXTRAORDINARY GENERAL MEETING ("EGM") of Kindred Group plc (the "Company") (C 39017) convened in terms of article 135 (1)(b) of the Companies Act (Cap.386 of the Laws of Malta) will be held on Friday 10 June 2022 at 10:00AM CEST at Kindred's office, Regeringsgatan 25, Stockholm, Sweden.

Notice to holders of Swedish Depository Receipts ("SDRs")

Holders of SDRs who wish to attend and/or vote at the EGM must:

(i) be registered in the register kept by Euroclear Sweden AB by Wednesday 1 June 2022
(the "Record Date");

(ii) no later than Friday 3 June 2022 at 23:59PM CEST cast their votes following this link: https://anmalan.vpc.se/euroclearproxy, navigating to Kindred Group and logging in using BankID. BankID can be used also when voting on behalf of someone, provided the person authorized to vote has access to BankID.

Alternatively, votes can be cast by printing and filling out the proxy found at: https://anmalan.vpc.se/euroclearproxy or www.kindredgroup.com/EGM and sending it by regular mail or courier to: Kindred Group, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. Votes submitted this way must be received by Euroclear no later than Friday 3 June 2022.

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 EGM (by proxy), temporarily register their SDRs in their own name in the register kept by Euroclear Sweden AB by the Record Date. Well before that day such holders must 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): 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. Votes submitted this way must be received by Euroclear no later than Friday 3 June 2022.

Requirement (iii): As the EGM will be held without people being physically present holders of SDRs who wish to exercise their voting rights must vote electronically, alternatively by regular mail or courier as set out above.

In the event you need assistance with, or have questions regarding, the voting procedure you can contact Euroclear via e-mail at [email protected] or via
telephone on +46 8 402 91 33. Please note that an SDR holder cannot exercise their voting rights via these channels, they are for support purposes only.

Please note that conversions to and from SDRs and ordinary shares will not be permitted between
27 May and 10 June 2022.

Proposed Agenda

It is proposed that the EGM 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 meeting will be requested to reconsider and if thought fit, approve the following extraordinary resolution:

  Resolution 1

  It being noted that:

  i.  at a Board of Directors' meeting held on 9 March 2022, 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, given this 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 2023 Annual General Meeting but not so as to prejudice the completion of a purchase contracted before that date.

8  The meeting will be requested to consider and if thought fit, approve, by extraordinary resolution, the following resolutions:

  Resolution 2

  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 14,375, representing a maximum of 23,000,000 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;

  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.

9  The meeting will be requested to consider and if thought fit, approve, by extraordinary

  resolution, the following further resolution:

  Resolution 3

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 bought back pursuant to Resolution (1) (but excluding shares / SDRs not already bought back by the Company on the date of the adoption of the resolution). 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.

10  Closing of the meeting

Information about proposals related to Agenda item 7

Acquisition of Own Shares

The Board of Directors has already submitted this proposal for the consideration of the Annual General Meeting of the Company which was held on 13 May 2022 (the "AGM").

At the AGM, 36.70 per cent in nominal value of the total shares/SDRs in issue were represented at the meeting and 99.91 per cent of those represented (36.66 per cent of the total shares/SDRs in issue) voted in favour of granting such authorisation. In accordance with Article 135 of the Companies Act (Cap. 386 of the laws of Malta) the adoption of the resolution also required that at least 51 per cent of the nominal value of the total shares/SDRs in issue be represented at the meeting. As this requirement was not met, the Board has convened an extraordinary general meeting to take a fresh vote on this proposal in accordance with the rules set out in Article 135(1)(b) of the Companies Act (Cap.386 of the Laws of Malta).

At this EGM the resolution may be passed by shareholder / holder of SDRs having the right to attend and vote at the meeting holding in the aggregate not less than 75 per cent in nominal value of the shares/SDRs represented and entitled to vote at the meeting. However, if more than half in nominal value of all the shares/SDRs having the right to vote at the meeting is represented at that meeting, a simple majority in nominal value of such shares/SDRs so represented shall suffice.

The Board of Directors proposes that the acquisition of shares/SDRs shall take place on Nasdaq

Stockholm or via an offer to acquire the shares/SDRs to all shareholders. The purchases 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 purchase is to achieve added value for the Company's shareholders (including

through the implementation of the share buy-back program previously announced) and to give the Board increased flexibility with the Company's capital structure.

Following the purchase, 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 purchased under the Maltese Companies Act further shareholder approval will be required before those shares could be cancelled only. Shares/SDRs bought back pursuant to the Company's share buyback program will be cancelled (refer to Agenda item 8). A separate authorisation for such cancellation is being recommended pursuant to Resolution (2);

If used as consideration for an acquisition, the intention would be that the actual Shares/SDRs would be offered to any potential transferor.

Information about proposals related to Agenda item 8

Share cancellation

The Board of Directors has already submitted this proposal for the consideration of the AGM.

At the AGM, 36.70 per cent in nominal value of the total shares/SDRs in issue were represented at the meeting and 99.99 per cent of those represented (36.69 per cent of the total shares/SDRs in issue) voted in favour of granting such authorisation. In accordance with Article 135 of the Companies Act (Cap. 386 of the laws of Malta) the adoption of the resolution also required that at least 51 per cent of the nominal value of the total shares/SDRs in issue be represented at the meeting. As this requirement was not met, the Board has convened an extraordinary general meeting to take a fresh vote on this proposal in accordance with the rules set out in Article 135(1)(b) of the Companies Act (Cap.386 of the Laws of Malta).

At this EGM the resolution may be passed by shareholder / holder of SDRs having the right to attend and vote at the meeting holding in the aggregate not less than 75 per cent in nominal value of the shares/SDRs represented and entitled to vote at the meeting. However, if more than half in nominal value of all the shares/SDRs having the right to vote at the meeting is represented at that meeting, a simple majority in nominal value of such shares/SDRs so represented shall suffice.

The directors may decide to cancel all or some of shares/SDRs acquired pursuant to the buy-back program.

The Companies Act (Cap. 386 of the laws of Malta) stipulates that an extraordinary resolution of the shareholders of the Company is required in order to approve the reduction in the issued share capital of the Company.

Such resolution needs to be filed with the Registrar of Companies in Malta, who will publish details of such reduction. Creditors of the Company will then have a period of three months in which they can contest the reduction in capital. Upon the lapse of the three-month period, assuming that no contestations are received, the reduction in share capital can become effective.

In order to reflect the changes in the issued share capital, a revised memorandum of association of the Company indicating the reduced number of shares then in issue in the capital of the Company will need to be submitted to the Registrar of Companies.

The reduction in issued share capital will take place at such intervals and in such amounts (subject to the maximum amount of GBP 14,375) as the directors shall determine from time to time.

Information about proposals related to Agenda item 9

Share issue

The Board of Directors has already submitted this proposal for the consideration of the AGM.

At the AGM, 36.70 per cent in nominal value of the total shares/SDRs in issue were represented at the meeting and 100 per cent of those represented (36.70 per cent of the total shares/SDRs in issue) voted in favour of granting such authorisation. In accordance with Article 135 of the Companies Act (Cap. 386 of the laws of Malta) the adoption of the resolution also required that at least 51 per cent of the nominal value of the total shares/SDRs in issue be represented at the meeting. As this requirement was not met, the Board has convened an extraordinary general meeting to take a fresh vote on this proposal in accordance with the rules set out in Article 135(1)(b) of the Companies Act (Cap.386 of the Laws of Malta).

At this EGM the resolution may be passed by shareholder / holder of SDRs having the right to attend and vote at the meeting holding in the aggregate not less than 75 per cent in nominal value of the shares/SDRs represented and entitled to vote at the meeting. However, if more than half in nominal value of all the shares/SDRs having the right to vote at the meeting is represented at that meeting, a simple majority in nominal value of such shares/SDRs so represented shall suffice.

The objectives of the authorisation to be granted in terms of this resolution are to increase the financial flexibility of the Company and to enable the Company to use its own financial instruments for payment in kind or through a set-off to a selling partner in connection with any business acquisitions the Company may undertake or to settle any deferred payments in connection with business acquisitions. The market value of the shares/SDRs on each issue date that will be used in determining the price at which shares/SDRs will be issued, should be the same as the market value of the shares/SDRs listed on Nasdaq Stockholm. A cap of 23 million ordinary shares/SDRs in the Company is being requested in connection with this authorisation. The cap will be reduced by the amount of any shares/SDRs bought back pursuant to Resolution (1) (but excluding shares / SDRs not already bought back by the Company on the date of the adoption of the resolution).

For information on how personal data is processed please see

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

By order of the Board

Kindred Group plc

Malta, 13 May 2022

CONTACT:

For more information:
Johan Wilsby, Chief Financial Officer
[email protected]

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https://news.cision.com/kindred-group/r/notice-to-extraordinary-general-meeting-of-kindred-group-plc,c3570587

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