Notice to attend the extraordinary general meeting of Dustin Group

The shareholders of Dustin Group AB (publ), reg. no. 556703-3062 ("Dustin" or the "Company"), are hereby invited to attend the extraordinary general meeting on 10 October 2018 at 1 pm (CEST) at Gernandt & Danielsson Advokatbyrå KB’s offices at Hamngatan 2 in Stockholm, Sweden.

Registration, etc.

Shareholders who wish to attend the meeting shall:

• be registered in the share register maintained by Euroclear Sweden not later than 4 October 2018, and
• notify the Company not later than 4 October 2018.

The registration can be made by e-mail to DustinEGM@gda.se, by telephone to +46 8 670 66 00 or by mail to Dustin Group AB (publ), c/o Gernandt & Danielsson Advokatbyrå KB, Box 5747, 114 87 Stockholm. The notification shall include full name, personal identification number or corporate registration number, shareholding, address and daytime telephone number and, where applicable, information about representative, proxy and assistants. The registration shall, where appropriate, be accompanied by powers of attorney, registration certificates and other qualifying documents.

Nominee-registered shares

Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB in order to be entitled to participate at the meeting. Such procedure must be effected no later than 4 October 2018, which means that the shareholder must inform the nominee well in advance before this date.

Proxy, etc.

Shareholders that intents to be represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If a proxy is issued by a legal entity, a certified copy of the registration certificate for the legal entity must be attached. A proxy may be valid for up to five years from issuance. Well in advance of the meeting, the original power of attorney and any registration certificates should be sent to the Company to the post address mentioned above. The Company provides a power of attorney form on demand, and this form is also available on the Company’s website, www.dustingroup.com.

Proposed agenda

1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the meeting has been duly convened
7. Presentation by the CEO and questions
8. Resolution on approval of the Board of Directors’ resolution on a new issue of shares with preferential rights for the shareholders
9. Closing of the meeting

Proposals for resolution

Election of chairman of the meeting (item 2)

The Board of Directors proposes that Fredrik Palm, attorney and partner at Gernandt & Danielsson Advokatbyrå KB, is elected Chairman of the meeting.

Resolution on approval of the Board of Directors’ resolution on a new share issue of shares with preferential rights for the shareholders (item 8)

The Board of Directors has on 14 September 2018, resolved, subject to the general meeting’s subsequent approval, on a new issue of shares with preferential rights for the shareholders (the “Rights Issue”). The Rights Issue is estimated to raise about SEK 700 million, before the deduction of transaction costs.

The Board of Directors proposes that the meeting approves the Rights Issue on the following terms and conditions:

1. The Board of Directors, or the person that the Board of Directors appoints among its members, is authorized to resolve, not later than five business days before the record date, on the maximum amount by which the Company’s share capital shall be increased, the maximum number of shares to be issued, the number of existing shares that shall entitle to subscription for a certain number of new shares and the subscription price per new share.
2. The Company’s shareholders shall have preferential rights to subscribe for the new shares in proportion to the shares previously owned.
3. The record date for entitlement to participate in the Rights Issue shall be 17 October 2018.
4. If not all of the shares are subscribed for by exercise of subscription rights, the Board of Directors shall, up to the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without the exercise of subscription rights where in such case, allotment shall be made in the following order:
1. Those who have subscribed for new shares by the exercise of subscription rights (irrespective of whether or not they were shareholders on the record date) and, in the event of over-subscription, pro rata in relation to the number of new shares subscribed for by exercise of subscription rights.
2. Others who have given notice of their interest in subscribing for shares without the exercise of subscription rights and, in the event of over-subscription, pro rata in relation to such declared interest.

To the extent allotment according to this item 4 cannot be made pro rata, allotment shall be made by drawing of lots.

5. Subscription of shares shall be made during the period as from 19 October 2018 up to and including 7 November 2018.
6. Subscription for shares by exercise of subscription rights shall be made by simultaneous cash payment to a bank account designated by the Company. Subscription for shares without subscription rights shall be submitted on a separate subscription list where allotted shares shall be paid in cash no later than three (3) banking days from dispatch of the contract note to the subscriber setting forth the allotment of shares. The Board of Directors shall be entitled to extend the period for subscription and the time for payment.
7. The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the Rights Issue with the Swedish Companies Registration Office.

The CEO, or the person that the CEO appoints, shall be authorised to make such minor adjustments in the above resolutions as may be required in connection with registration at the Swedish Companies Registration Office or Euroclear Sweden AB.

Other information

Documentation

Documents in accordance with Chapter 13, Section 6, of the Swedish Companies Act have been prepared and will be held available, together with the Board of Directors’ resolution under item 8, on the Company's website, www.dustingroup.com, at the Company on the address Augustendalsvägen 7 in Nacka Strand at the latest on 19 September 2018 and will be sent to shareholders who so request and state their postal or e-mail address.

Number of shares

As per the date of the announcement of this notice, the total number of shares in the Company amounted to 77,226,502 shares and votes with one vote each. At the time of the announcement of this notice the Company holds no own shares.

Shareholders’ right to request information

The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes 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 or the Company’s relation to other companies within the group.

Stockholm in September 2018

DUSTIN GROUP AB (PUBL)

THE BOARD OF DIRECTORS

___________

Other

Program at the extraordinary general meeting:

12:30 pm (CEST) - The entrance to the meeting room opens.

1 pm (CEST) - The meeting opens.