Gabriel Holding — Proxy Solicitation & Information Statement 2018

Nov 21, 2018

Announcement no. 14/2018

Date: 20 November 2018

Gabriel

COMPANY ANNOUNCEMENT AND PRESS RELEASE

Gabriel Holding A/S

Notice of annual general meeting of Gabriel Holding A/S

Time and date: 2.00 p.m. Thursday, 13 December 2018

Place: The company's address: Hjulmagervej 55, 9000 Aalborg, Denmark

Agenda

1. Report of the Board of Directors on the company's activities during the last financial year.
2. Presentation of the annual report with auditors' report for approval.
3. Decision on appropriation of profit or loss under the approved annual report.
   The Board of Directors recommends payment of a dividend of DKK 9.50 per DKK 20 share.
4. Election of members of the Board of Directors.
   The Board of Directors proposes re-election of directors Jørgen Kjær Jacobsen, Hans O. Damgaard, Søren B. Lauritsen and Pernille Fabricius. (See Appendix 1: "Background information on candidates for election to the Board of Directors at the general meeting").
5. Election of auditor.
   The Board of Directors proposes election of KPMG Statsautoriseret Revisionspartnerselskab.
6. Any other business.

Gabriel Holding A/S

Hjulmagervej 55

9000 Aalborg, Denmark

Phone: +45 9630 3100

Contact: Anders Hedegaard Petersen, CEO

---

Announcement no. 14/2018

Date: 20 November 2018

Gabriel

The company invites you to view the company's new products and activities immediately after the general meeting.

The company's capital is nom. DKK 37,800,000, corresponding to 1,890,000 DKK 20 shares. Each DKK 20 share carries one vote.

Under Point 3.8 of the Articles of Association, a shareholder may only participate in general meetings and vote on the shares which, on the date of registration, i.e. a week before the general meeting, are either registered in the shareholder's name in the register of shareholders or the acquisition of which the shareholder has reported and documented on this date.

The company's register of shareholders is managed by VP Investor Services A/S. Please use the e-mail address mmg@gabriel.dk to advise the company of appointments of proxies. Proxy forms are available from Gabriel Holding A/S.

The following material will be available on the company's website www.gabriel.dk by 20 November 2018:

• Notice of the meeting
• The total number of shares and votes on the date of the notice
• The documents to be presented at the general meeting, including the annual report
• The agenda and the full text of all proposals; an
• Proxy form.

The printed version of the annual report will be available on 3 December 2018.

All shareholders are entitled to attend the general meeting provided that, on proof of their identity, they have been issued with an admission card from the company's office no later than three days prior to the general meeting. Admission cards may also be requested by contacting Maria Myrup Gundersen by phone at +45 9630 3133 or e-mail at mmg@gabriel.dk.

Gabriel Holding A/S

Hjulmagervej 55

9000 Aalborg, Denmark

Phone: +45 9630 3100

Contact: Anders Hedegaard Petersen, CEO

---

Gabriel

Appendix 1

Re point 4 on the agenda – Election of members of the Board of Directors

Background information on candidates for election to the Board of Directors at the general meeting:

Jørgen Kjær Jacobsen, general manager (age 66)
Chairman – joined the Board of Directors in 2010 (D).

Executive positions: Raskier A/S, Raskier Ejendomme ApS.

Directorships: Roblon A/S (CM), Nordjyske Holding A/S (CM), MEDF Holding A/S (CM), Egebjerggaard A/S, BKI Foods A/S, Raskier A/S, Raskier Ejendomme ApS.

Foundations: Mads Eg Damgaards Familiefond (CM), Aalborg Stiftstidendes Fond (CM).

Hans Olesen Damgaard, group chief executive (age 53)
Vice-chairman – joined the Board of Directors in 2015 (I).

Executive positions: Stibo A/S.

Directorships: LIFA A/S (N), Manini & Co. Holding A/S, Thygesen Textile Solutions A/S, egetæpper A/S (VC), Inspari A/S.

Søren Brahm Lauritsen, general manager (age 51)
Joined the Board of Directors in 2010 (D).

Executive positions: ONE Marketing A/S, ONE Prediction A/S.

Directorships: ONE Marketing A/S (CM), ONE Prediction A/S, GAB Invest ApS.

Pernille Fabricius, general manager (age 52)
Chief financial and operating officer – joined the Board of Directors in 2016 (I).

Executive positions: JohnGuest, London.

Directorships: Netcompany, MT Højgaard, MT Højgaard Holding, Royal Greenland A/S.

D = Dependent member

I = Independent member

CM = Chairman

VC = Vice-chairman