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 Thursday, April 11, 2024 at 1.00 pm at Hotel At Six, Brunkebergstorg 6, SE-111 51 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 Wednesday, April 3, 2024, and
• give notice of their intention to participate no later than Friday, April 5, 2024. Such notification can be made via a form on the company’s website, www.dometicgroup.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 Wednesday, April 3, 2024, and
• give notice of their intention to participate no later than Friday, April 5, 2024, 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 Wednesday, April 3, 2024. 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 Friday, April 5, 2024 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.dometicgroup.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 generalmeetingservice@euroclear.com, 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.dometicgroup.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 generalmeetingservice@euroclear.com. Completed forms must be received by Euroclear Sweden no later than Friday, April 5, 2024. 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 Friday, April 5, 2024.

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 regarding guidelines for remuneration of the CEO and the Dometic Group Management.
15. 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 1.90 per share. The record date for the right to receive dividend is proposed to be Monday, April 15, 2024. Subject to resolution by the annual shareholders’ meeting in accordance with this proposal, dividend is expected to be distributed by Euroclear Sweden AB on Thursday, April 18, 2024.

Board of Directors, etc. (items 1 and 9–12)
The Nomination Committee, compromising the Nomination Committee’s chairman Mr. Niklas Antman (Incentive AS), Mr. Jelle van der Giessen (NN Group N.V.), 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 2025 shall be paid in an amount of SEK 1,350,000 to the chairman of the board of directors and SEK 485,000 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 220,000 to the chairman of the audit committee and SEK 100,000 to each of the other committee members and by SEK 105,000 to the chairman of the remuneration committee and SEK 55,000 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 5,380,000. This is an increase by SEK 208,000 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, Rainer E. Schmückle and Patrik Frisk for the period up to the end of the 2025 annual shareholders’ meeting (item 11).
• 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 2025 annual shareholders’ meeting (item 12).

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 resolves to approve the board of directors’ report regarding compensation prepared in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
 

Resolution regarding guidelines for remuneration of the CEO and the Dometic Group Management (item 14)
The board of directors proposes that the 2024 annual shareholders’ meeting resolve to adopt the following guidelines for remuneration for the CEO and the Dometic Group management (the “Group Management”). These guidelines do not apply to any remuneration decided or approved by the general meeting.

The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
In short, the common ground for the Company’s business strategy and for all activities is found in the global strategy. By defining the way forward through well-defined toolboxes within the areas of profitable expansion, product leadership and cost reductions, Dometic is leveraging its full strengths as a global Company and industrializing Dometic whilst maintaining a successful entrepreneurial approach. For more information regarding the Company’s business strategy, please see https://www.dometicgroup.com/en-us/our-company/strategy.

A prerequisite for the successful implementation of the Company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company is able to recruit and retain qualified personnel. To this end, it is necessary that the Company offers competitive remuneration. These guidelines enable the Company to offer the executive management a competitive total remuneration.

Variable cash remuneration covered by these guidelines, shall aim at promoting the Company’s business strategy and long-term interests, including its sustainability.

Total remuneration
The total remuneration shall be based on the position held, individual performance, performance of the Dometic Group and be competitive in the country of employment. The overall remuneration package may consist of the base salary, variable salary based on short-term annual performance targets, long-term incentives, pension, and other benefits, including non-monetary benefits.

Remuneration under employments subject to other rules than Swedish may be duly adjusted to comply with mandatory rules or established local practice, considering, to the extent possible, the overall purpose of these guidelines.
 

Base salary and variable salary
Base salary shall be the basis for the total remuneration. The base salary shall be market relevant and reflect the degree of responsibility involved in the position. The base salary levels shall be reviewed annually.

Members of Group Management shall, in addition to the base salary, dependent on an annual decision by the Board of Directors, be eligible for short-term variable compensation that is based on short-term annual predetermined and measurable performance targets which can be financial or non-financial. The performance targets shall be designed to contribute to the Company’s business strategy and long-term interests, by being clearly linked to the business strategy. The short-term variable compensation shall be linked mainly to financial parameters such as EBITA, cash conversion etc. Non-financial parameters can occur. The weighting of the different parameters can vary between 10–60 percent. The variable salary potential shall be dependent on the position and may amount for the CEO to a maximum of 75 percent of the base salary and for the other members of Group Management to a maximum of 50 percent of the annual base salary, according to individual agreements.

The extent to which the criteria for awarding short-term variable cash remuneration have been satisfied shall be evaluated/determined when the measurement period has ended. The Remuneration Committee is responsible for the evaluation. For financial targets, the evaluation shall be based on the latest financial information made public by the Company, with any adjustments considered appropriate by the Remuneration Committee and Board of Directors.

Long-term incentive programs
In addition to base salary and short-term variable cash remuneration, long-term incentive programs may be implemented. Such programs shall be designed to ensure a long-term commitment to Dometic Group’s development, be implemented on market terms, and have a term of no less than three years. Long-term incentive programs shall be cash-based and linked to the development of earnings per share and ESG targets. The total remuneration during the three-year measurement period may amount to a maximum of 100 percent of the participant’s annual base salary at the time of the implementation of the program. All participants in the LTI are required to invest a proportion of the net variable cash renumeration in Dometic shares. Members of the Group Management are required to invest until they hold Dometic shares equivalent to a value corresponding to their annual base salary.

Pensions and insurance
Pension and disability benefits shall reflect regulations and practice in the country of employment. The value of the pension and the benefits shall be in line with market practice in the country and the pension premiums for premium-based pension shall not exceed 40 percent of the annual base salary for the CEO and 35 percent for the other members of Group Management. If possible, pension plans shall, in line with the Group remuneration policy, be defined contribution plans. The retirement age is normally 65 years. Variable salary components shall not qualify for pension benefits, save for situations when the rules in a general pension plan are applicable (for example the Swedish ITP plan).

Other benefits
Other benefits, such as Company car, medical or health insurance, housing or travel benefits or similar, may be part of the total remuneration and shall aim to facilitate Group Management’s duties and correspond to what is considered reasonable in relation to market practice in the country of employment.

Premiums and other costs relating to such benefits may amount to not more than 10 percent of the fixed annual base salary.
 

Notice of termination and severance pay
Upon termination of employment, the notice period may not exceed twelve months. Fixed cash salary during the notice period and severance pay may not, in total, exceed an amount corresponding to the fixed cash salary for two years. When termination is made by the executive, the notice period may not exceed six months, without any right to severance pay.

Severance pay shall not form a basis for vacation pay or pension benefits. Local employment laws and regulations may influence the terms and conditions for notice given by the Company.

The Group Management shall be obliged not to compete with the Company during the notice period.
 

Salary and employment conditions for employees
In the preparation of the Board of Directors’ proposal for these remuneration guidelines, the salary and employment conditions for employees of the Company have been taken into account by the inclusion of information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to executives and remuneration to other employees will be disclosed in the remuneration report.
 

The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a Remuneration Committee. The Committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The members of the Remuneration Committee are independent of the Company and its executive management. The CEO and other members of the executive management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Authority for the Board of Directors to deviate from the guidelines for remuneration
Under special circumstances and if it is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability, the Board of Directors may, in whole or in part, in an individual case deviate from these guidelines for remuneration. In case of such deviation, the next annual shareholders’ meeting shall be informed of the reasons.

Description of material changes to the guidelines and how the views of shareholders’ have been taken into consideration
The Board of Director’s proposal to the annual general meeting 2024 does not entail any material changes to the guidelines. However, in relation to the previously adopted guidelines, a clarification has been added to the description of long-term incentive programs in order to clarify each participant's requirements to invest in shares in the Company. The clarification has been added following comments on the guidelines from a few shareholders. These comments have been reflected in the proposal.

Resolution to authorize the board to issue new shares and/or warrants and/or convertibles (item 15)
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 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. 
 

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.dometicgroup.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 2024 Dometic Group AB (publ) The board of directors

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