Articles of Association
§ 1
The company’s name 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 be 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 company shall have not less than thirty two million eight thousand (32,008,000) shares and not more than one hundred twenty eight million thirty two thousand (128,032,000) shares.
6 §
The board of directors elected by the shareholders’ meeting 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 Private Sector Employees Act (1987:1245).
7 §
The company shall have one (1) or two (2) auditors and one (1) or two (2) deputy auditors, or a registered public accounting firm be elected.
8 §
The company’s financial year shall comprise 1 January – 31 December.
§ 9
Shareholders’ meeting shall be held yearly within six months from the end of each financial year. The shareholder’s 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 shareholders’ meetings:
- election of a chairman of the meeting;
- preparation and approval of the voting list;
- election of one or two persons who shall approve the minutes of the meeting;
- determination of whether the meeting was duly convened;
- approval of the agenda;
- submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
- resolutions regarding
a) the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
b) resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
c) resolutions regarding discharge of the members of the board of directors and the managing director from liability;
- determination of fees for members of the board of directors and auditors;
- election of the members of the board of directors and, where applicable, auditors and deputy auditors;
- other matters, which are set out in the Swedish Companies Act (2005:551) or the company’s articles of association. The chairman of the shareholder’s meeting shall not have any casting vote.
§ 10
Notices of shareholders’ meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and Svenska Dagbladet. In the event of cancelled publication of the last-mentioned newspaper, the notices of shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and Dagens Industri. The notices shall be published within the time limits stipulated in the Swedish Companies Act (2005:551).
§ 11
Shareholders who want to participate in shareholders’ meetings, shall notify the company not later than 4.00 pm CET 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 Years Eve and not fall earlier than the fifth weekday prior to the meeting.
§ 12
The company’s shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).