Volvo Cars to Propose a Distribution of 62.7% of Its Polestar Shareholding to Its Shareholders – beragampengetahuan – Beragampengetahuan

The Board of Directors of Volvo Car AB (publ) (“Volvo Cars”) today resolved to propose a distribution of 62.7 per cent of Volvo Cars’ shareholding in Polestar Automotive Holding UK PLC (“Polestar” and the “Polestar Shareholding”) to Volvo Cars’ shareholders at its 2024 Annual General Meeting (“AGM”). If the AGM approves the proposal, Volvo Cars’ shareholding in Polestar will amount to an ownership stake of 18.0 per cent of Polestar’s total outstanding shares.

The proposed distribution follows the Polestar Shareholding evaluation communicated on February 1, 2024, and will enable Volvo Cars to concentrate its resources on its next transformation phase. Volvo Cars will, therefore, not provide further funding to Polestar.

In the future, Geely Holding will continue to provide operational and financial support to Polestar. Volvo Cars and Polestar’s strong operational collaboration across R&D, manufacturing, after-sales, and commercial sectors will continue to benefit both companies.

As Volvo Cars has significant collaborations with Polestar and a financial relationship through the outstanding convertible loan of USD 1 billion, Volvo Cars will remain with an 18.0 per cent stake, thereby continuing to influence Polestar.

The Transaction

• Today, the Board of Directors of Volvo Cars resolved to propose a distribution of 62.7 percent of Volvo Cars’ shareholding in Polestar to Volvo Cars’ shareholders at the 2024 AGM. Suppose Volvo Cars’ shareholders approve the proposal. In that case, after completion of the proposed distribution, Volvo Cars’ shareholding in Polestar will amount to an ownership stake of approximately 18.0 percent of Polestar’s total outstanding shares. The Board of Directors final proposal will be presented in the notice convening the AGM to be published by way of a separate press release on February 23 2024
• Geely Sweden Holdings AB, representing 78.7 percent of the shares and votes in Volvo Cars, has expressed its support for the distribution and has confirmed that it intends to vote in favour of the distribution at the 2024 AGM
• Based on the closing price of Polestar’s Class A American Depositary Shares (“ADSs”), listed on Nasdaq New York on February 22 2024, the proposed distribution corresponds to an extraordinary value transfer of approximately SEK 9.5 billion to Volvo Cars’ shareholders, equivalent to SEK 3.2 or 0.21 Polestar ADSs per Volvo Cars share. It is further proposed that the Board of Directors shall be authorised to determine the final size and terms of the proposed distribution based on the value of Volvo Cars’ shareholding in Polestar in due course before the proposed share split is carried out.
• After the distribution, Geely Holding will continue providing operational and financial support to Polestar. The distribution will enable Volvo Cars to concentrate its resources on the next phase of the Volvo Cars’ transformation, and Volvo Cars will, therefore, not provide further funding to Polestar.
• After the distribution of the Polestar Shareholding to Volvo Cars’ shareholders, Volvo Cars and Polestar’s strong operational collaboration across research and development, manufacturing, after-sales, and commercial will continue to benefit both companies
• The AGM’s resolution on the distribution of the Polestar Shareholding is conditional upon receipt of all necessary regulatory clearances, approvals, and decisions on terms that, in Volvo Cars’ opinion, are acceptable by April 5, 2024. As of the date of this press release, the proposed distribution remains subject to receipt of regulatory approval in the United Kingdom. The outcome of such an approval process in the United Kingdom will be made public using a press release according to applicable rules and regulations.
• The distribution of the Polestar Shareholding is proposed through a share split (2:1), followed by an automatic share redemption process. Due to technical reasons, the Polestar Shareholding will be distributed as Swedish Depository Receipts (“SDRs”), which represent the underlying ADSs in Polestar. Holders of such SDRs will be offered the possibility to convert the distributed SDRs into Polestar ADSs that can be traded on Nasdaq New York (see subsection “Technical information”)
• Volvo Cars has significant operational collaborations with Polestar and a financial relationship with them through an outstanding convertible loan of USD 1 billion. Thus, it is logical for Volvo Cars to retain ownership in and influence Polestar at this point.
• Further details can be found on https://investors.volvocars.com/en/the-share/polestar (subject to particular confirmations) and in the information brochure to be published no later than March 5 2024

Based on the 10.427 USD/SEK exchange rate.