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This is a non-official translation of the Swedish original version. In case of differences between the English translation and the Swedish original,the Swedish text shall prevail.
The shareholders of Duni AB (publ) are hereby invited to attend the annual general meeting to be held on Wednesday, 6 May 2009, at 3 p.m. at Skånes Dansteater, Östra Varvsgatan 13 A in Malmö. Registration starts at 2.15 p.m.
Shareholders who wish to attend the meeting must, firstly, be listed in the shareholders register maintained by Euroclear Sweden AB (formerly VPC AB, the Swedish Central Securities Depository) on Wednesday, 29 April 2009, and secondly, give notice of their intention to attend the meeting no later than that day (29 April 2009). Notification shall be given by mail to Duni AB, Box 237, 201 22 Malmö, by fax +46-40-39 66 30, by e-mail to firstname.lastname@example.org or by telephone +46-40-10 62 00. Name, civic registration 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 well in advance of the annual general meeting. Proxy forms are available on Duni's website.
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, 29 April 2009, which means that the shareholders must inform the custodian well in advance of this date.
Agenda as pdf
Item 12-14 - Resolution on the number of directors; resolution on the remuneration to be paid to the chairman of the board of directors, the other directors, and to the auditors; and election of directors The nomination committee has proposed re-election of the directors Anders Bülow, Pia Rudengren, Sanna Suvanto-Harsaae and Magnus Yngen and new election of the director Tomas Gustafsson. The previous directors Peter Nilsson and Harry Klagsbrun have declined re-election. The nomination committee has proposed that Anders Bülow is elected new chairman of the board. The nomination committee has furthermore proposed that the chairman of the board of directors shall receive SEK 500,000 and other directors appointed by the annual general meeting SEK 250,000 each. In addition, the chairman of the remuneration committee shall receive SEK 50,000 and the other members of the remuneration committee SEK 25,000 each, and the chairman of the audit committee shall receive SEK 100,000 and the other members of the audit committee SEK 50,000. The proposed board remuneration, including the remuneration for work in the board committees, is unchanged. The nomination committee has further proposed that fair remuneration to the auditor is to be paid as charged. Information about the proposed directors can be found on www.duni.com and will also be presented at the annual general meeting.
Item 15 - The proposal by the board of directors for a resolution on amendments to the articles of associationThe board of directors proposes that paragraph 10 in the articles of association, to the extent it relates to the means of convening a general meeting, shall be amended so to set out: "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 resolution of the annual general meeting on amendments to the articles of association in accordance with the above, shall be subject to the entering into force of amendments to the Swedish Companies Act regarding means of convening a general meeting, to the effect that the proposed wordings are consistent with the Swedish Companies Act.
Item 16 - The proposal by the board of directors to authorize the board of directors to resolve on new issues of shares, warrants and/or convertiblesThe board of directors proposes that the annual general meeting authorizes the board of directors, until the next annual general meeting, on one or several occasions, with or without deviation from the shareholders' preferential rights, to resolve on new issues of shares, warrants or convertibles. Resolutions that are passed by making use of the authorization may not, in the aggregate, involve an increase of the share capital by more than SEK 5,800,000 (distributed on not more than 4,640,000 new shares). The authorization shall also include the right to resolve on new issues where the shares are to be paid for with non-cash consideration or through set-off of a claim, or otherwise with terms and conditions pursuant to the Companies Act Ch. 13 Sec. 7, Ch. 14 Sec. 9, or Ch. 15 Sec. 9.
The reasons for deviating from the shareholders' preferential rights shall be to enable directed share issues for the purpose of acquisitions of complete or part of companies or businesses, alternatively for raising capital to be used for such acquisitions. The basis for the subscription price shall be the market price of the share.
The proposals under items 15 and 16 are subject to the resolution by the annual general meeting being supported by shareholders representing at least 2/3 of the votes cast as well as the number of shares represented at the meeting. There are in the aggregate 46,999,032 shares outstanding in Duni carrying one vote each; accordingly there are 46,999,032 votes.
The accounts, the auditor's report, the board of director's reasoned statement and the auditor's statement regarding the earlier guidelines for remuneration to the executive management, and the complete proposals for decisions with respect to items 10b and 15-18 will be available to the shareholders as of latest 22 April 2009 at the company and on the company's website www.duni.com, and will also be distributed to shareholders that have requested it, and that have informed of their address.
Malmö, April 2009
DUNI AB (publ)
The Board of Directors