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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 Tuesday, April 13, 2021.

Due to the coronavirus, the board of directors has decided that the annual shareholders' meeting will be conducted without the physical presence of shareholders, representatives or third parties and that the shareholders before the meeting will only be able to exercise their voting rights in advance (postal voting). Information on the resolutions passed at the meeting will be disclosed on April 13, 2021, as soon as the outcome of the postal voting has been finally confirmed.

Registration and notification
Anyone wishing 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 Thursday, April 1, 2021, and
  • give notice of their intention to participate no later than Monday, April 12, 2021, 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. Please note that the notification to the annual shareholders’ meeting can be made only by postal voting.

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 by submitting the postal votes, 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 Thursday, April 1, 2021. 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 Wednesday, April 7, 2021 will be taken into account in the preparation of the share register.

Postal voting
The board of directors has decided that shareholders will be able to exercise their voting rights only by postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for the postal votes. The form for postal voting is valid as a notice to participate in the meeting and is available on the company’s website www.dometic.com and is sent to shareholders who so request. 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 generalmeetingservice@euroclear.com. Completed forms must be received by Euroclear Sweden no later than April 12, 2021. Shareholders who are natural persons 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 April 12, 2021.

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 and at https://anmalan.vpc.se/euroclearproxy.

Powers of attorney
If the shareholder submits its postal vote by proxy, a written and dated power of attorney for the proxy must be attached to the postal voting form. 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 proxy, shall also be attached to the form. The certificate of registration shall evidence the circumstances on the date of the annual shareholders’ meeting and should not be older than one year at the time of the meeting.

Proposed Agenda

  1. Election of chairman of the meeting.
  2. Election of persons to approve the minutes.
  3. Preparation and approval of the voting list.
  4. Approval of the agenda.
  5. Determination of whether the meeting has been duly convened.
  6. 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.
  7. 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.
  8. Determination of the number of members of the board, deputy members of the board, auditors and deputy auditors.
  9. Determination of fees to the members of the board and the auditor.
  10. Election of the members of the board and chairman of the board.
  11. Election of auditor.
  12. Resolution on principles for appointment of the Nomination Committee.
  13. Resolution on approval of remuneration report.
  14. Resolution to authorize the board to issue new shares.
  15. Resolution on amendments to the articles of association.

Election of chairman of the meeting (item 1)
The Nomination Committee, comprising the Nomination Committee’s chairman Magnus Billing (Alecta), Henrik Didner (Didner & Gerge Funds), Jan Särlvik (Nordea Funds) and Fredrik Cappelen (chairman of the board of directors of Dometic), proposes that Fredrik Cappelen be elected chairman of the annual shareholders’ meeting, or in the event he is prevented from participating, the person instead appointed by the board of directors.

Election of persons to approve the minutes (item 2)
The board of directors proposes that Magnus Billing (Alecta) and Jan Särlvik (Nordea Funds), or if one or both of them are prevented from participating, the person(s) appointed by the board of directors, be elected to check the minutes. The assignment to check the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.

Preparation and approval of the voting list (item 3)
The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of the company, based on the shareholders’ meeting share register and received postal votes, controlled and approved by the persons assigned to check the minutes.

                                                                                                      
Allocation of the Company’s Result (item 7b)
The board of directors proposes that the annual shareholders’ meeting resolves on a dividend of SEK 2.30 per share. The record date for the right to receive dividend is proposed to be Thursday, April 15, 2021. Subject to resolution by the annual shareholders’ meeting in accordance with this proposal, dividend is expected to be distributed by Euroclear Sweden AB on Tuesday, April 20, 2021.

Board of Directors, etc. (items 8–11)
The Nomination Committee proposes the following:

  • 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 8).
  • Remuneration to the board of directors for the period up until the annual shareholders’ meeting 2022 shall be paid in an amount of SEK 1,100,000 to the chairman of the board of directors and SEK 450,000 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 150,000 to the chairman of the audit committee and SEK 75,000 to each of the other committee members and by SEK 100,000 to the chairman of the remuneration committee and SEK 50,000 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 4,750,000. This is an increase by SEK 880,000 in relation to the previous year (which also includes remuneration to one additional board member, as the number of board members is proposed to be increased to eight) (item 9).
  • Remuneration to the auditor shall be paid in accordance with approved invoices within the auditor’s quotation (item 9).
  • Re-election of all the current board members: Fredrik Cappelen, Erik Olsson, Heléne Vibbleus, Jacqueline Hoogerbrugge, Magnus Yngen, Peter Sjölander and Rainer E. Schmückle and election of Mengmeng Du as a new member of the board, for the period up to the end of the 2022 annual shareholders’ meeting (item 10).
  • Re-election of Fredrik Cappelen as chairman of the board of directors (item 10).
  • Re-election of the auditing firm PricewaterhouseCoopers AB for the period up to the end of the 2022 annual shareholders’ meeting (item 11).

Mengmeng Du, born 1980, has a Master of Economics and Business Administration from Stockholm School of Economics as well as a Master of Computer Science from Royal Institute of Technology in Stockholm. Currently she is working as a startup advisor in her own company Iridis AB and is a member of the board of NetonNet, Saminvest, Clas Ohlson and Swappie. She has previously had a number of managerial positions at Spotify, been COO at Acast, VP product development at Stardoll and management consultant at Bain & Company.

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

Resolution on principles for appointment of the Nomination Committee (item 12)
The Nomination Committee proposes that the annual shareholders’ meeting resolves to adopt the following principles for appointment of the Nomination Committee which shall apply until further notice.

The Nomination Committee shall be composed of the chairman of the board of directors together with one representative of each of the three largest shareholders, based on ownership in the company as of August 31. Should any of the three largest shareholders renounce its right to appoint one representative to the Nomination Committee, such right shall transfer to the shareholder, who then in turn, after these three, is the largest shareholder in the company. The board of directors shall convene the Nomination Committee. The member representing the largest shareholder shall be appointed chairman of the Nomination Committee, unless the Nomination Committee unanimously appoints someone else.

Should a shareholder having appointed a representative to the Nomination Committee no longer be among the three largest shareholders at a point in time falling three months before the annual shareholders’ meeting at the latest, the representative appointed by such shareholder shall resign and the shareholder who is then among the three largest shareholders shall have the right to appoint one representative to the Nomination Committee. Should such change in the ownership occur during the three-month period prior to the annual shareholders’ meeting, the already established composition of the Nomination Committee shall remain unchanged. Should a member resign from the Nomination Committee before his or her work is completed, the shareholder who has appointed such member shall appoint a new member, unless that shareholder is no longer one of the three largest shareholders, in which case the largest shareholder in turn shall appoint the substitute member. A shareholder who has appointed a representative to the Nomination Committee shall have the right to discharge such representative and appoint a new representative.

Changes to the composition of the Nomination Committee shall be announced immediately. The term of the office for the Nomination Committee ends when the next Nomination Committee has been appointed. The Nomination Committee shall carry out its duties as set out in the Swedish Code of Corporate Governance.

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 (item 14)
The board of directors proposes that the annual shareholders’ meeting authorises the board of directors to resolve, on one or several occasions until the next annual shareholders’ meeting, on the issuance of new shares 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. The number of shares that may be issued in total under the authorization shall be within the limits of the articles of association and shall not exceed ten (10) % of the total number of shares in the company at the time of the board’s resolution to issue new shares.

The purpose of the authorisation, and the reasons for any deviation from the shareholders’ pre-emptive right, is to enable payment through the issuance of own shares in connection with potential corporate acquisitions as well as to raise capital in order to finance such acquisitions. 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.

Resolution on amendments to the articles of association (item 15)
The board of directors proposes, in order to be able to use the alternatives provided by the Swedish Companies Act to decide on proxy collection and postal voting before any future shareholders’ meetings, that the shareholders’ meeting resolves to amend the articles of association so that a new § 11, with the wording set out below, is included in the articles of association and that the articles of association be re-numbered as a result thereof so that the current § 11 becomes § 12, the current § 12 becomes § 13 and the current § 13 becomes § 14. Further, the board of directors proposes minor amendments to § 1, § 6 and § 10 of the articles of association, in order to align the articles of association with legislative changes (the proposed changes are marked in italic here below). The board of directors further proposes that the CEO shall be authorised to make any minor adjustments to the resolutions below that may be necessary in connection with the registration of the articles of association with the Swedish Companies Registration Office (Sw. Bolagsverket).

Current wording Suggested wording
§ 1 Name
The company’s name is Dometic Group AB (publ)
§ 1 Business name
The company’s business name is Dometic Group AB (publ)
§ 6 CSD company
The company’s shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).
§ 6 CSD company
The company’s shares shall be registered in a central securities depositary register in accordance with the Swedish Central Securities Depositories and Financial Instruments Account Act (SFS 1998:1479).
§ 10 Participation in shareholders’ meetings
Shareholders who wish to participate in a shareholders’ meeting shall be registered as shareholders on a transcript of the entire share register as stipulated in Chapter 7, Section 28, third paragraph of the Swedish Companies Act (2005:551) that relates to the conditions prevailing five workdays prior to the meeting and shall also provide notification of their intention to attend the meeting no later than on the date stipulated in the notice convening the shareholders ’ meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year’s Eve and must not be more than the fifth weekday prior to the meeting. If a shareholder wishes to be joined by proxy (not more than two proxies) at the shareholders’ meeting, the number of proxies must be stated in the notice of participation.
§ 10 Participation in shareholders’ meetings
Shareholders who wish to participate in a shareholders’ meeting shall provide notification of their intention to attend the meeting no later than on the date stipulated in the notice convening the shareholders’ meeting. The aforementioned day must not be a Sunday, any other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year’s Eve and must not fall earlier than the fifth weekday prior to the meeting. If a shareholder wishes to be accompanied by advisors (not more than two advisors) at the shareholders’ meeting, the number of advisors must be stated in the notice of participation.
§ 11 Collection of proxies and postal voting
The board of directors may, before a shareholder’s meeting, collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).
Before a shareholders’ meeting, the board of directors may resolve that the shareholders shall be able to exercise their voting rights in advance (postal voting) pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551).

The
The meeting’s resolution on this item 15 is valid only if shareholders representing at least two-thirds of the votes cast and of the shares represented at the annual shareholders’ meeting approves the resolution.

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Shares
As per the date of this notice, there are 295,833,333 shares in the company outstanding, each with one vote per share, corresponding to 295,833,333 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. A request for such information shall be made in writing to the company no later than ten days prior to the annual shareholders’ meeting, i.e. no later than Saturday, April 3, 2021, at the address Hemvärnsgatan 15, SE-171 54 Solna or by email to ir@dometicgroup.com. The questions and responses will be made available on the company’s website www.dometic.com and on the company’s head office, Hemvärnsgatan 15, SE-171 54 Solna, no later than Thursday, April 8, 2021. The information will also be sent to the shareholder who requested it and stated its address.

Documents, etc.
The complete proposals to the shareholders’ meeting are presented above. The proposals are, 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, 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, presented by being 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. The shareholders’ register for the meeting will also be available at Dometic Group AB’s office, Hemvärnsgatan 15, SE-171 54 Solna.

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 2021
Dometic Group AB (publ)
The board of directors