Bulletin from the Annual Shareholders’ Meeting of Dometic Group AB (publ)

The annual shareholders’ meeting of Dometic Group AB (publ) was held on Tuesday, April 7, 2020 in Stockholm.

Income Statement and Balance Sheet and Discharge of Liability

The annual shareholders’ meeting adopted the income statement and balance sheet and the consolidated income statement and balance sheet for the financial year 2019 as presented. The members of the board of directors and the company’s CEO were discharged from liability in respect of their management of the company’s business during the period covered by the annual report.

Dividend

In accordance with the proposal by the board of directors, the annual shareholders’ meeting resolved that no dividend for the financial year 2019 shall be paid out to the shareholders and that retained earnings shall be carried forward.

Board of Directors and External Auditor

In accordance with the proposal by the nomination committee, the annual shareholders’ meeting resolved that the board of directors shall consist of seven members with no deputies and that the company shall have a registered auditing firm as auditor, without deputy auditor.

In accordance with the proposal by the nomination committee, the board members Fredrik Cappelen, Erik Olsson, Heléne Vibbleus, Jacqueline Hoogerbrugge, Magnus Yngen, Peter Sjölander and Rainer E. Schmückle were re-elected as members of the board of directors for the period up to the end of the 2021 annual shareholders’ meeting. In accordance with the proposal by the nomination committee, Fredrik Cappelen was re-elected as chairman of the board of directors.

In accordance with the proposal by the nomination committee, the auditing firm PricewaterhouseCoopers AB was re-elected as auditor for the period until the end of the 2021 annual shareholders’ meeting. The authorized public accountant Anna Rosendal will remain auditor in charge.

Fees and Remuneration Guidelines

In accordance with the revised proposal by the nomination committee, the annual shareholders’ meeting resolved that remuneration to the board of directors for the period up until the 2021 annual shareholders’ meeting shall be paid in an amount of SEK 900,000 to the chairman of the board of directors and SEK 420,000 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 120,000 to the chairman of the audit committee and SEK 65,000 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 3,870,000, which is unchanged compared to last year.

In accordance with the proposal by the nomination committee, it was resolved that remuneration to the auditor shall be paid in accordance with approved invoices within the auditor’s quotation.

The annual shareholders’ meeting resolved to adopt guidelines for remuneration for the CEO and the Group Management for the period until the 2021 annual shareholders’ meeting in accordance with the proposal by the board of directors.

Acquisition and transfer of own shares

In accordance with the proposal by the board of directors, the annual shareholders’ meeting authorized the board of directors to resolve to acquire, on one or several occasions until the next annual shareholders’ meeting, up to such number of shares that, following each acquisition, the company holds at a maximum 10% of all shares issued by the company. The shares shall be purchased on Nasdaq Stockholm at a price per share at each time within the prevailing price interval for the share. The annual shareholder’s meeting further authorized, pursuant to the board’s proposal, the board of directors to transfer, on one or several occasions under the same period of time, the company's own shares in a manner other than on Nasdaq Stockholm and with deviation from the shareholders’ pre-emptive right. The purpose of the authorizations is to be able to adapt the company’s capital structure, thereby contributing to increase shareholder value, and/or to enable that own shares are used as payment for, or to finance, corporate acquisitions.

Issuance of new shares

In accordance with the proposal by the board of directors, the annual shareholders’ meeting authorized the board of directors to resolve to issue, on one or several occasions until the next annual shareholders’ meeting, new shares corresponding to a maximum of ten per cent of the total number of shares in the company, 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 purpose of the authorization 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.

Nomination Committee

The annual shareholders’ meeting resolved to adopt principles for appointment of the nomination committee for the 2021 annual shareholders’ meeting in accordance with the proposal by the nomination committee. In summary, the principles provide that 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.

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Minutes from the annual shareholders’ meeting will be published on www.dometic.com no later than April 21, 2020.

For additional information, please contact

Johan Lundin, Head of Investor Relations & Communications
Tel: +46 (0)8 501 025 46
Email: ir@dometicgroup.com

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