NOTICE OF KABE GROUP AB (PUBL.) ANNUAL GENERAL MEETING

2019-04-23

KABE Group AB (publ.), with organization number 556097-2233, invite shareholders to the annual general meeting on Tuesday, May 14th at 17.00 to be held at company headquarters located at Jönköpingsvägen 21 in Tenhult (outside the town of Jönköping).

Participation

kabe@kabe.se. Shareholders with a nominee shareholder must temporarily register the shares in their own name with Euroclear Sweden AB by May 6th, 2019 in order to participate in the meeting.

Shareholders shall register with their name, personal or organization number, address, phone number, number of shares and the names of any assistants (max 2). If the shareholder will be represented by another person, they shall sign a proxy for that representative. The proxy must be included with their registration. If the proxy is issued by a legal representative, proof of registration must be included as well.

Personal data collected in registrations, proxy’s and the shareholder registry managed by Euroclear Sweden AB, will be used solely for the required registration and voter roll.

In connection with the annual general meeting, we welcome everyone to a tour of KABE’s caravan manufacturing facility. The tour starts at 15.00. Please let us know if you wish to participate at the time of your meeting registration. Refreshments starting at 16.00.

Proposed agenda

  1. Welcome and call to order.
  2. Election of meeting chairman.
  3. Establish and approve voter roll. 
  4. Election of two minute checkers.
  5. Approval of the agenda.
  6. Confirm that the meeting has been duly convened.
  7. CEO’s report.
  8. Presentation of the annual report and audit report as well as consolidated accounts and consolidated audit report.
  9. Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
  10. Resolution on dispositions concerning the company’s profit according to the adopted balance sheet as well as record date for dividends.
  11. Resolution on discharge from liability for board members and the CEO.
  12. Resolution on number of board members and substitutes.
  13. Resolution on board and auditor compensation.
  14. Election of board, chairman and auditor.
  15. Determine guidelines to establish annual salary and other compensation to the CEO and senior executives.
  16. Election of election committee.
  17. Resolution on the right to acquire and transfer own shares.
  18. Any other business to be discussed at the meeting according to the law or company bylaws.
  19. Closing.

Proposed resolutions

Meeting chairman (number 2)

The election committee propose Nils-Erik Danielsson as the annual general meeting chairman.

Dividend and record date (number 10)

The board propose 5:50 SEK per share for 2018. Proposed record date is May 16th, 2019. Should this proposal be accepted by the annual general meeting, the dividend is expected to be distributed by Euroclear Sweden AB on May 21st, 2019.

The election committee’s proposal (number 12-14)

Election of the meeting chairman, board members, auditor and their compensation. The election committee, consisting of Brivio Thörner (chairman), Tommy Hjalmarsson and Mats J Andersson, have notified that they will propose the following at the annual general meeting:

  • That chairman of the board, Nils-Erik Danielsson, is elected chairman of the meeting.
  • The board shall consist of 7 ordinary board members and two substitutes.
  • Total compensation to be paid in the amount of 1 000 000 SEK, including 150 000 SEK to each ordinary board member (not employed by KABE Group) and 300 000 SEK to the chairman of the board as well as 100 000 SEK compensation for additional services.
  • No compensation paid to substitutes.
  • Re-election of board members Nils-Erik Danielsson (chairman), Benny Holmgren, Eric Stegemyr, Anita Svensson, Maud Blomqvist and Alf Ekström.
  • Re-election of substitutes Mikael Blomqvist and Peter Blomqvist.
  • Elect Pernilla Ljungbergh to the post of ordinary board member. 
  • Auditor compensation to be paid according to the invoice based on proposal submitted.
  • To appoint the registered accounting firm Ernst & Young AB to auditor with authorized auditor Anders Johansson as chief responsible and authorized auditor Jacob Westesson as a substitute.

www.kabeab.se. Guidelines for the compensation to senior executives (number 15)The board propose that the annual general meeting make decisions regarding guidelines for senior executive compensation mainly based on industry standard compensation and terms of employment. In addition to an annual salary, senior executives may receive a variable salary which is limited and based on the group’s financial development compared to set goals along with an individual qualitative factor. The variable salary may not exceed 50% of the annual salary. Senior executives shall receive industry standard terms of retirement which shall be premium based. Election of the election committee (number 16)The meeting will appoint the election committee chairman with the assignment to contact the three largest registered owners, or in other ways known shareholders, well in advance of the meeting and ask them to appoint two members to the election committee. The Blomqvist family shall be considered as one owner. Owners with more than 70% of the vote propose re-election of Brivio Thörner to the post of chairman of the election committee.  Acquisition and transfer of own shares (number 17)The board propose that the meeting authorize the board to make decisions regarding acquisition and transfer of own shares. The authorization is intended to give the board increased latitude in their work with connection to the company’s capital structure and acquisition of business through   payment in company shares. The board shall be allowed to make such decisions either once or a number of times to be executed prior to the annual general meeting in 2020.

Acquisition of own shares shall amount to a maximum of one tenth of the company’s issued shares and shall be made through the stock exchange or through an acquisition offer to the shareholders. Acquisition of own shares may only take place at a price within the price range registered on the Stockholm stock exchange at each time, meaning the interval between the highest purchase price and the lowest sale price.

The maximum number of own shares that may be transferred is the number of shares acquired at the time of transfer as described above and may be made through the stock exchange or by deviation from shareholders’ pre-emption rights in connection with the acquisition of business, whereby payment can be made with means other than money. Transfer of own shares may be made at a price no lower than the market price at the time of transfer.

Decisions as described above requires assistance from shareholders representing at least two-thirds of both cast votes and the shares represented at the meeting.

Other information

Annual report and audit report will be available from the company and on the company website www.kabeab.se. 

Personal data

https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf. 

Tenhult, April 2019
KABE Group AB (publ.)

The Board

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