Notice of Annual Shareholders’ Meeting of Dometic Group AB (publ)

The shareholders in Dometic Group AB (publ) (Reg. no. 556829-4390) are hereby summoned to the annual shareholders' meeting on Wednesday, April 12, 2023 at 1.00 pm at Clarion Hotel Sign, Östra Järnvägsgatan 35, SE-111 20 Stockholm. Registration starts at 12.30 pm.

The board of directors has decided that the shareholders will also be able to exercise their voting rights in advance (postal voting) in accordance with the Articles of Association, please see further instructions under “Postal voting” below.

 

Registration and notification

A) Shareholders who wish to participate in the annual shareholders’ meeting in person or through a proxy representative must

• be recorded as a shareholder in the share register prepared by Euroclear Sweden AB relating to the circumstances on Friday, March 31, 2023, and
• give notice of their intention to participate no later than Tuesday, April 4, 2023. Such notification can be made via a form on the company’s website, www.dometic.com, by telephone +46 (0)8-402 91 26 on weekdays from 09:00 to 16:00 CET or in writing by mail to Dometic Group AB (publ) c/o Euroclear Sweden AB, ”AGM”, Box 191, SE-101 23 Stockholm. The notification shall set forth the name, address, telephone number (daytime), personal/corporate identity number, the number of shares held and, when applicable, information about representatives and advisors.

B) Shareholders who wish to participate in the annual shareholders’ meeting by postal voting must

• be recorded as a shareholder in the share register prepared by Euroclear Sweden AB relating to the circumstances on Friday, March 31, 2023, and
• give notice of their intention to participate no later than Tuesday, April 4, 2023, by casting their postal votes in accordance with the instructions under the heading “Postal voting” below so that the postal voting form is received by Euroclear Sweden AB no later than that day.

For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the meeting. In addition to giving notice of participation in the meeting, such shareholder must register its shares in its own name so that the shareholder is recorded in the share register prepared by Euroclear Sweden AB as of the record date Friday, March 31, 2023. Such re-registration may be temporary (so-called voting rights registration) and the request for such registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been completed by the nominee no later than Tuesday, April 4, 2023 will be taken into account in the preparation of the share register.

 

Please see below for information on processing of personal data.

 

Representatives

Shareholders represented by proxy shall issue a written and dated power of attorney for the proxy. A form of power of attorney is available at the company’s website, www.dometic.com, and will be sent to shareholders who so request. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate for the legal entity (or corresponding document), evidencing the authority to issue the power of attorney, shall also be appended. The power of attorney and, when applicable, the registration certificate shall be sent to Dometic Group AB (publ) c/o Euroclear Sweden AB, ”AGM”, Box 191, SE-101 23 Stockholm or by e-mail to [email protected], in due time before the meeting.

 

Physical participation

Shareholders who wish to participate at the annual shareholders’ meeting in person or through a proxy representative are entitled to be accompanied by one or two advisors. If a shareholder wishes to be accompanied by advisors, it must be stated in the notice of participation. Shareholders represented by proxy shall issue a written and dated power of attorney for the proxy, see above under “Representatives”.

 

Postal voting

A special form must be used for the postal votes. The form for postal voting is available on the company’s website www.dometic.com.To have the form for postal voting sent by post, please contact Dometic by telephone +46 (0)8-402 91 26. Shareholders casting their postal votes by proxy shall issue a written and dated power of attorney for the proxy, see above under “Representatives”.

 

Completed and signed postal voting forms can be sent by mail to Dometic Group AB (publ) c/o Euroclear Sweden AB, ”AGM”, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to [email protected]. Completed forms must be received by Euroclear Sweden no later than Tuesday, April 4, 2023. Shareholders may also cast their votes electronically through verification with BankID via the Euroclear Sweden AB’s website https://anmalan.vpc.se/euroclearproxy. Such electronic votes must be submitted no later than Tuesday, April 4, 2023.

 

The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

 

Shareholders who wish to participate at the annual shareholders’ meeting in person or through a proxy representative must provide a notification of attendance in accordance with item A) above. A notification by postal voting only is not sufficient for shareholders wishing to attend the meeting at the meeting facilities.
 

Proposed Agenda 

1. Election of chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of persons to approve the minutes.
5. Determination of whether the meeting has been duly convened.
6. Presentation by the company’s CEO.
7. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report for the group.
8. Resolution on:
   1. approval of the profit and loss account and balance sheet as well as the consolidated profit and loss account and consolidated balance sheet;
   2. approval of allocation of the company’s result according to the adopted balance sheet; and
   3. discharge of the members of the board of directors and the CEO from liability.
9. Determination of the number of members of the board, deputy members of the board, auditors and deputy auditors.
10. Determination of fees to the members of the board and the auditor.
11. Election of the members of the board and chairman of the board.
12. Election of auditor.
13. Resolution on approval of remuneration report.
14. Resolution to authorize the board to issue new shares and/or warrants and/or convertibles.

 

Allocation of the Company’s Result (item 8b)
The board of directors proposes that the annual shareholders’ meeting resolves on a dividend of SEK 1.30 per share. The record date for the right to receive dividend is proposed to be Friday, April 14, 2023. Subject to resolution by the annual shareholders’ meeting in accordance with this proposal, dividend is expected to be distributed by Euroclear Sweden AB on Wednesday, April 19, 2023.

 

Board of Directors, etc. (items 1 and 9–12)
The Nomination Committee, compromising the Nomination Committee’s chairman Mr. Magnus Billing (Alecta Pension Insurance), Mr. Niklas Antman (Incentive AS), Mrs. Monica Åsmyr (Swedbank Robur Funds) and Mr. Fredrik Cappelen, the chairman of the board of directors of Dometic, proposes the following:

• The chairman of the board of directors, Fredrik Cappelen, shall be appointed chairman of the meeting (item 1).
• The board of directors shall consist of eight board members with no deputy board members. The company shall have a registered auditing firm as auditor without deputy auditor (item 9).
• Remuneration to the board of directors for the period up until the annual shareholders’ meeting 2024 shall be paid in an amount of SEK 1,275,000 to the chairman of the board of directors and SEK 470,000 to each of the other members of the board of directors who are not employed by the company. In addition, remuneration for committee work shall be paid by SEK 210,000 to the chairman of the audit committee and SEK 95,000 to each of the other committee members and by SEK 103,000 to the chairman of the remuneration committee and SEK 52,000 to each of the other committee members. As a result, the total remuneration, including remuneration for committee work and based on the proposed composition of the committees, amounts to SEK 5,172,000. This is an increase by SEK 175,000 in relation to the previous year (item 10).
• Remuneration to the auditor shall be paid in accordance with approved invoices within the auditor’s quotation (item 10).
• Re-election of the current board members Fredrik Cappelen, Erik Olsson, Heléne Vibbleus, Jacqueline Hoogerbrugge, Mengmeng Du, Peter Sjölander and Rainer E. Schmückle and election of Patrik Frisk as board member for the period up to the end of the 2024 annual shareholders’ meeting (item 11). It was noted that Magnus Yngen is not available for re-election at the annual shareholders’ meeting 2023.
• Re-election of Fredrik Cappelen as chairman of the board of directors (item 11).
• Re-election of the auditing firm PricewaterhouseCoopers AB for the period up to the end of the 2024 annual shareholders’ meeting (item 12).

 

Patrik Frisk, born 1963, has the high school degree and is the member of the board of directors of First North USWE. Previously, Patrik Frisk was the member of the board of directors of Gildan Activewear and Two Ten Footwear Foundation, the CEO of Under Armour, CEO and President of the Aldo Group and had several managerial positions at VF Corporation (among others, as the President Outdoor & Actionsports EMEA responsible for The North Face, Vans, Jansport, Reef and Protec (2009-2011), President Timberland Inc. (2011-2014), President Outdoor Americas (2014) responsible for The North Face, Timberland, Smartwool, Jansport och Lucy) and at Nordic Snow Sports, Designer Labels, Peak Performance and W.I. Gore and Associates.

 

Further information on the proposed members of the board of directors is available at the company’s website, www.dometicgroup.com.

 

Resolution on approval of remuneration report (item 13)
The board of directors proposes that the annual shareholders’ meeting resolve to approve the board of directors’ report regarding compensation prepared in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

Resolution to authorize the board to issue new shares and/or warrants and/or convertibles (item 14)
The board of directors proposes that the annual shareholders’ meeting authorizes the board of directors to resolve, on one or several occasions until the next annual shareholders’ meeting, on the issuance of new shares and/or warrants and/or convertibles with or without deviation from the shareholders’ pre-emptive right. Such resolution may provide for payment in cash, against set-off of claims or in kind or otherwise on special conditions. The total number of shares that may be issued and the total the number of shares that shall be possible to subscribe/convert to under the authorization shall in total be within the limits of the articles of association and shall not exceed ten (10) percent of the total number of shares in the company at the time of the board’s resolution on an issue.

 

The purpose of the authorization, and the reasons for any deviation from the shareholders’ pre-emptive right, is to increase the company’s financial flexibility. Should the board of directors resolve on an issue with deviation from the shareholders’ pre-emptive right, the reason shall be to enable the company to finance the operations or to strengthen the balance sheet in a fast and efficient way, acquire companies, businesses or parts thereof with payment in own shares, warrants and/or convertibles, secure financial capacity for current or future possible acquisitions of companies, businesses or parts thereof and/or to enable a broadening of the ownership of the company.  The issue price shall be determined in accordance with prevailing market conditions.

 

The board of directors, or any person appointed by it, shall be authorised to make any minor adjustments to the resolution that may be necessary to enable registration with the Swedish Companies Registration Office (Sw. Bolagsverket).

 

A resolution in accordance with the proposal requires the approval by at least two-thirds of the votes cast and of the shares represented at the annual shareholders’ meeting.

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Shares
As per the date of this notice, there are 319,499,993 shares in the company outstanding, each with one vote per share, corresponding to 319,499,993 votes. As per the date of this notice, the company does not hold any of its own shares.

 

Shareholders’ right to receive information

The board of directors and CEO shall, if any shareholder so request and the board of directors deems that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other companies within the group. Shareholders wishing to submit questions in advance may send them to the company’s offices, Hemvärnsgatan 15, SE-171 54 Solna.

 

Documents, etc.
The complete proposals to the shareholders’ meeting are presented above. The proposals, together with the annual report, the audit report, the auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the guidelines for remuneration and the board of directors’ remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act as well as the board of directors’ statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act are available at the company, Hemvärnsgatan 15, SE-171 54 Solna, and on the company’s website, www.dometic.com, no later than three weeks prior to the meeting and will also be sent to shareholders who so request and state their address.

Processing of Personal Data
For information on how personal data is processed in connection with the annual shareholders’ meeting, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

 

Stockholm, March 2023
Dometic Group AB (publ)
The board of directors