Notice of the Annual General Meeting of Duni AB (publ), May 12, 2020

In accordance with the listing agreement with Nasdaq Stockholm, Duni AB hereby also announces, by issuing a press release, the content of the notice concerning Duni’s Annual General Meeting on May 12, 2020. 

Notice of the Annual General Meeting of Duni AB (publ)

The shareholders of Duni AB (publ), Reg. No. 556536-7488, are hereby invited to attend the annual general meeting to be held on Tuesday, 12 May 2020, at 3 p.m. at Radisson Blu Hotel, Östergatan 10 in Malmö. Registration starts at 2.45 p.m.

Notification of attendance
Shareholders who wish to attend the general meeting must, firstly, be recorded in the shareholders register maintained by Euroclear Sweden AB on Wednesday, 6 May 2020, and secondly, give notice to the company of their intention to attend the meeting no later than that day (6 May 2020). Notification shall be given by post to Duni AB, Box 237, 201 22 Malmö, by e-mail to bolagsstamma@duni.com or by telephone 0046-40-10 62 00. Name, personal identity number/corporate registration number, address, telephone number and any accompanying persons, should be stated when notification is given.

Representatives of shareholders and corporate representatives shall deliver authorization documents to Duni in due time before the meeting. A proxy form is available on Duni’s website, www.duni.com.

In order to attend the meeting, shareholders with custodian registered shares must have such shares temporary registered in their own names, in the shareholders register maintained by Euroclear Sweden AB. This procedure, so-called voting rights registration, must have been effected on Wednesday, 6 May 2020, which means that the shareholders must inform the custodian in due time before this date.

Measures due to the coronavirus (covid-19)
As a result of the rapid spread of the virus that causes covid-19 (the coronavirus), the government has implemented restrictions on certain public gatherings and public events and the

Public Health Agency of Sweden recommends that the number of social contacts are limited.

Considering this, the board of directors has resolved that shareholders in Duni shall be able to exercise its voting rights at the annual general meeting 2020 by post, in accordance with the temporary rules on this which the Swedish Riksdag has resolved upon. The intention of the board of directors’ resolution is to minimize the number of people gathered at the location of the general meeting. The shareholders are therefore encouraged to, in the manner stated below, exercise the possibility to vote by post.

Postal voting

Shareholders who wish to exercise the possibility to vote by post shall, in addition to being included in the shareholder’s register and having registered their participation in accordance with above, use a postal voting form which will be available on Duni's website, www.duni.se. The postal voting form shall be sent to Duni by e-mail to bolagsstamma@duni.com, by regular mail to Duni AB, Att: Helena Haglund, Box 237, 201 22 Malmö or by courier to Duni AB, Att: Helena Haglund, Ubåtshallen (Submarine hall), Östra Varvsgatan 9A, 211 73 Malmö. If the shareholder is a legal entity, a copy of the registration certificate or, if such document does not exist, a similar document of authorisation is to be attached. The postal voting form must be Duni at hand no later than on 6 May 2020. The shareholder may not provide the postal vote with specific instructions or conditions. If so, the vote is invalid.

Other measures due to the coronavirus
In order to limit the risk of the virus being spread, Duni will take measures in connection with the annual general meeting, resulting in, inter alia, the registration being postponed to 2.45 p.m, that no food and drinks will be served, nor will any goodie bags be provided, that speeches are cancelled, and that some restrictions will be made as to the attendance of non-shareholders. Shareholders are asked to keep themselves updated through the company’s website and shareholders who give notice of attendance will receive relevant information.

Considering the risk of infection, the company advice against physically attending the general meeting, and recommends the shareholders to participate through postal voting as stated above.

Proposed agenda

1. Opening of the meeting

2. Election of the chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to check the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation of the annual report and the auditor’s report, and the consolidated financial statements and the consolidated audit report
8. Questions from the shareholders to the board of directors and the management
9. a) Resolution on adoption of the income statement and balance sheet, and of the consolidated income statement and the consolidated balance sheet

b) Resolution on disposition of the company’s result in accordance with the approved balance sheet

c)   Resolution on discharge from personal liability of the directors and the CEO

10. Resolution on the number of directors

11. Resolution on remuneration to the chairman of the board of directors, the other directors and to the auditor
12. Election of directors, chairman of the board of directors and auditor
13. Proposal by the board of directors regarding guidelines for remuneration to the senior executives
14. The nomination committee’s proposal for resolution regarding the nomination committee
15. Closing of the meeting

Proposals

Item 2 - Election of the chairman of the meeting
The nomination committee has proposed board member Thomas Gustafsson, as chairman of the meeting.

Item 9b - Resolution on disposition of the company’s profit or loss in accordance with the approved balance sheet
In accordance with press release on 20 March 2020, the board of directors has proposed that no dividend should be paid for the financial year 2019 and that the company’s available funds of in total MSEK 1,779, including the year’s profit of MSEK 284, should be carried forward.

Item 10-12 - Resolution on the number of directors; resolution on remuneration to the chairman of the board of directors, the other directors, and to the auditor; election of directors, chairman of the board of directors and auditor

The nomination committee has proposed that the number of directors shall be six and has proposed new election of Morten Falkenberg, Sven Knutsson and Pia Marions as directors and re-election of the directors Thomas Gustafsson, Pauline Lindwall and Alex Myers. Thomas Gustafsson is proposed to be elected as chairman of the board of directors. Pia Rudengren and Magnus Yngen has declined re-election. Information about all proposed directors for new election and re-election, as well as the nomination committee’s reasoned statement, will be available on Duni’s website, www.duni.com, in connection with the notice. The information will also be available at the general meeting.

With amendment of the nomination committee’s previous proposal, as presented in the company’s annual report (the corporate governance report), the nomination committee proposes that the chairman of the board of directors shall receive SEK 578,000 and the other directors appointed by the annual general meeting SEK 309,000 each. In addition the chairman of the remuneration committee shall receive SEK 65,000 and the other members of the remuneration committee SEK 30,000 each, and the chairman of the audit committee shall receive SEK 125,000 and the other members of the audit committee SEK 59,000 each. The nomination committee’s proposal for board and committee remuneration corresponds to a decrease of two percent of the total remuneration level compared to the remuneration resolved by the annual general meeting 2019.

The nomination committee has also proposed, in accordance with the Audit Committee’s recommendation, re-election of the registered public accounting firm PricewaterhouseCoopers AB for the period until the end of the next annual general meeting. PricewaterhouseCoopers AB has informed that Carl Fogelberg will be auditor in charge. The nomination committee has further proposed that fair remuneration to the auditor is to be paid as charged.

Item 13 - The proposal by the board of directors regarding guidelines for remuneration to senior executives
The Board of Directors’ complete proposal for guidelines for remuneration to senior executives is set forth in the Directors’ Report and has been revised in accordance with the new rules on guidelines for remuneration to senior executives that are applicable for the first time at the annual general meeting. The proposal principally entails that the total remuneration to senior executives shall be related to the senior executive’s responsibility and authority. The total remuneration to senior executives shall consist of fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may resolve on share-related incentive programmes. The variable cash remuneration may amount to not more than 75 per cent of the fixed cash salary and shall be based on annual financial criteria in relation to profitability and capital tied up, as determined by the Board of Directors. Other benefits, such as company car and medical insurance, shall be payable to the extent that this is deemed to be in accordance with market conditions. Such benefits shall amount to not more than 12 per cent of the fixed cash salary. The ITP plan (Sw: Industrins och handelns tilläggspension) shall be applicable to senior executives according to collective agreement or equivalent. At termination of employment, the fixed cash salary during the applicable notice period shall, together with severance pay, not exceed 18 months of fixed cash salary.

Item 14 - Proposal regarding the nomination committee
The nomination committee of the company proposes that the representatives of the nomination committee shall be appointed through a procedure where the chairman of the board of directors contacts the three largest shareholders in terms of votes as per 30 September 2020, and that each such shareholder appoints a representative to, together with the chairman of the board of directors, constitute the nomination committee up until the next annual general meeting, or, if applicable, up until a new nomination committee has been appointed. The nomination committee shall be convened no later than 31 October 2020. If any of the three largest shareholders, in terms of votes, renounces its right to appoint a representative, the right shall pass to the largest shareholder in turn. Should a representative resign from the nomination committee before its work is completed, a substitute shall be appointed by the same shareholder that has appointed the resigning representative, if considered necessary, or, if this shareholder does not belong to the three largest shareholders in terms of votes anymore, by the new shareholder that belongs to this group. The nomination committee shall appoint one of its members as chairman. The composition of the nomination committee shall be made public as soon as the nomination committee has been formed and no later than six months before the annual general meeting. In the event that the ownership structure is changed after the nomination committee has been composed such that one or several shareholders that have appointed a representative to the nomination committee is no longer in the group of the three largest shareholders in terms of votes, the composition of the nomination committee may be changed in accordance therewith if the nomination committee considers that it is necessary. The tasks of the nomination committee shall be to prepare, for the next annual general meeting, proposals in respect of number of members of the board of directors, remuneration to the members of the board of directors and the auditors, remuneration, if any, for committee work, the composition of the board of directors, the chairman of the board of directors, resolution regarding the nomination committee, chairman at the annual general meeting and election of auditors.

Other information
There are in total 46,999,032 shares outstanding in Duni carrying one vote each; accordingly there are 46,999,032 votes. The company does not hold any own shares. In accordance with the Swedish Companies Act Ch. 7 Sec. 32, the shareholders have the right to ask questions at the annual general meeting regarding the items on the agenda and about the financial situation of the company and the group. Shareholders who wish to submit questions in advance of the annual general meeting, shall send these to Duni AB, Box 237, 201 22 Malmö or per e-mail to bolagsstamma@duni.com.

The accounts, the auditor’s report, the board of directors’ reasoned statement and the auditor’s statement on the earlier guidelines for remuneration to senior executives, and the complete proposals for resolutions with respect to items 13-14 will be available to the shareholders no later than 21 April 2020 at the company and on the company’s website www.duni.com, and will also be distributed to shareholders that so request, and provide their postal address.

Processing of personal data
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Malmö, April 2020

DUNI AB (publ)

The Board of Directors

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For more information, contact
Mats Lindroth, CFO, Tel.: +46 40 10 62 00

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Duni Group is a market leader in attractive, sustainable and convenient products for table setting and take-away. The Group markets and sells two brands, Duni and BioPak, which are represented in more than 40 markets. Duni Group has some 2,400 employees in 24 countries, headquarters in Malmö and production units in Sweden, Germany, Poland, New Zealand and Thailand. Duni Group is listed on NASDAQ Stockholm under the ticker name “DUNI”. ISIN-code is SE 0000616716.

Duni.com