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Articles of association

The current Articles of Association were adopted at the Annual General Meeting held on May 4, 2021. Their stipulations include that the registered office shall be in Malmö, that members of the Board of Directors are elected each year for a term of office until the close of the next Annual General Meeting, and that each share shall carry one vote.

The English text is a translation of the Swedish original version. In the event of a conflict between the English and the Swedish texts the Swedish text shall prevail.

§ 1
The business name of the company is Duni AB (Reg. No. 556536-7488). The company is a public company (publ).

§ 2
The object of the company’s business is to, directly or indirectly, conduct business in production, development and sales of consumer related articles for serving and packaging of meals, and any other activities compatible therewith.

§ 3
The company’s registered office shall be situated in Malmö, Sweden.

§ 4
The company’s share capital shall amount to not less than SEK forty million ten thousand (40,010,000) and not more than SEK one hundred sixty million forty thousand (160,040,000).

§ 5
The number of shares shall not be fewer than 32,008,000 and not more than 128,032,000.

§ 6
The Board of Directors shall consist of not less than three (3) members and not more than twelve (12) members. In addition to the members of the Board of Directors elected yearly at the general  annual meeting, a member of the Board and deputy member of the Board can from time to time be appointed in accordance with the Board Representation (Private Sector Employees) Act (1987:1245).

§ 7
One (1) to two (2) auditors with or without a deputy auditor or a registered audit firm shall be appointed.

§ 8
The company’s financial year shall comprise 1 January – 31 December.

§ 9
Annual general meeting shall be held yearly within six months from the end of each financial year. The meeting shall be held in Stockholm or Malmö, Sweden, at the discretion of the Board of Directors. 
The following business shall be addressed at annual general meetings:

  1. Election of a chairman of the meeting.
  2. Preparation and approval of the voting list.
  3. Election of one or two persons who shall approve the minutes of the meeting.
  4. Determination of whether the meeting has been duly convened.
  5. Approval of the agenda.
  6. Presentation of the annual report and the auditor’s report, and the consolidated financial statements and the consolidated audit report.
  7. Resolution
    (a) on adoption of the income statement and balance sheet, and of the consolidated
    income statement and the consolidated balance sheet,
    (b) regarding allocation of the company’s profit or loss in accordance with the adopted
    balance sheet
    (c) regarding discharge of the members of the Board of Directors and the managing
    director from liability.
  8. Determination of fees for members of the Board of Directors and auditors.
  9. Election of the members of the Board of Directors and, where applicable, auditors and deputy auditors.
  10. Other matters, which are set out in the Swedish Companies Act (2005:551) or the company’s Articles of Association.

§ 10
Notice convening a general meeting shall be given by announcement in Post- och Inrikes Tidningar and on the company's website. It shall be announced in Svenska Dagbladet that notice of a general meeting has been made. The notice shall be published within the time limits stipulated in the Swedish Companies Act (2005:551).

§ 11
Shareholders who want to participate in general meetings are to notify the company not later than the day which is specified in the notice to the meeting. The last-mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting.

§ 12
The company’s shares are to be registered in a securities register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

§ 13
The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551). The Board of Directors may decide before a general meeting that the shareholders shall be able to exercise their voting rights by post before the general meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551).

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