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GENERAL SHAREHOLDERS´ MEETINGS

At the General Meeting, the shareholders decide upon key issues. Among other things, the General Meeting adopts the income statements and balance sheets, resolves upon allocation of the Company’s earnings, discharge from liability for the directors and the CEO, election of the Board of Directors and auditors, as well as the remuneration of the Board of Directors and auditors.

Pursuant to the Swedish Companies Act, notice of Duni’s Annual General Meeting must be issued no earlier than six weeks and no later than four weeks prior to the meeting. Notice shall be issued through an announcement in Post och Inrikes Tidningar (The Official Gazette) and on Duni’s website. The fact that notice has been issued shall be announced in Svenska Dagbladet. In order to participate in a General Meeting, shareholders must notify the company no later than the day specified in the notice convening the General Meeting. Shareholders unable to attend the meeting in person may be represented by proxy. The Board may also resolve that the shareholders shall be able to exercise their voting rights by post before the General Meeting. In connection with the issuance of the notice convening the General Meeting, information is provided regarding the forms of the General Meeting as well as the time and manner for notification to participate in the General Meeting.

A shareholder who wishes that a matter is addressed at a General Meeting must submit a written request to this effect to the Board. The request must be received by the Company no later than seven weeks prior to the General Meeting, or in due time for the matter to be included in the notice convening the General Meeting. As regards proposals for resolutions in matters already included on the agenda and for which a proposal, according to law, does not have to be submitted a certain time in advance, a shareholder has the right to submit such proposal during the period up until the General Meeting (including during the General Meeting).

The agenda for the General Meeting sets out the items which are subject to resolution by the General Meeting, and the items that are included for information purposes. Items on the agenda which require resolutions by the General Meeting are subject to a binding vote whereby the shareholders vote in favor or against or abstain from voting on the matter. Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, at General Meetings all shareholders are entitled to ask the Board and CEO questions regarding matters on the agenda and the company’s relation to another group company. At Annual General Meetings shareholders are also entitled to ask questions about the financial situation of the company and the Group.

Duni’s Annual General Meeting 2022 was held in Malmö on 17 May 2022.



ANNUAL GENERAL MEETINGS

 

NOMINATION COMMITTEE

The Nomination Committee nominates the persons to be proposed at the Annual General Meeting for election to Duni’s Board. Proposals are also produced regarding auditor fees, Board fees for the Chairman of the Board and other directors, as well as compensation for committee work. All proposals are presented at the Annual General Meeting as well as in the notice to attend and on the website prior to the Annual General Meeting. The Nomination Committee shall be comprised of representatives of Duni’s three largest shareholders as per September 30.

The following persons serve on the Nomination Committee, which is charged with presenting proposals to the Annual General Meeting in 2022 regarding the composition of Duni's Board of Directors, etc.:

Mr Johan Andersson, Mellby Gård AB, Mr Hans Hedström, Carnegie fonder, Mr Bernard R. Horn, Jr., Polaris Capital Management, LLC, Mr Thomas Gustafsson, Chairman of Duni AB
 

ANNUAL GENERAL MEETING 2022

During the period pending the 2022 Annual General Meeting, the Nomination Committee held two meetings at which minutes were taken. The work of the Nomination Committee begins by reviewing the independent evaluation of the current Board, which is carried out each year. The Nomination Committee considers that the Board functions well and that all directors are duly engaged and committed, including employee representatives. The Nomination Committee also notes that the Board is comprised of a sound and relevant mix of gender, skills and experience. All current directors are proposed for re-​election at the 2022 Annual General Meeting.


APPOINTMENT OF NOMINATION COMMITTEE

TThe nomination committee 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 2022 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 2022. If any of the three largest shareholders, in terms of votes, renounces from 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 to be elected by the annual general meeting, 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 general meeting and election of auditors.

BOARD OF DIRECTORS

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THOMAS GUSTAFSSON

Born 1965

Vice CEO and board member of Mellby Gård AB, Chairman of the board of Smart Eyes International AB and OJ Holding Sweden AB and board member of KappAhl AB (publ), Topeja Holding AB and Aros Kapital AB

Work experience: CEO of Duni AB (publ) 2012-2017, previous responsible for overseeing Mellby Gård’s consumer goods companies and before then President and CEO of 2E Group AB (publ). Senior executive positions at Spendrups Bryggeri AB, Brämhults Juice AB and Eckes Granini GmbH

Diploma in Business Administration

Shares in Duni: 26,400

Not considered as independent of the company, the company management or Duni’s major shareholders

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PAULINE LINDWALL

Born 1961

Member of the board EIT Food iVZW and Swedish Match North Europe AB.

Work experience: Category Director Coffee France and Southern Europe, Kraft/Mondelez, Switzerland

Several years of experience in various executive positions within the Nestlé Group both in Asia and Europe such as Country Business Manager Nestlé Nutrition in Germany and Indonesia.

Ms. Lindwall holds a Master of Science in BAE from the University of Växjö

Elected 2014

Shares in Duni: 1,000

Independent in relation to the Company, company management, and Duni’s largest shareholders.

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SVEN KNUTSSON

Born 1969

CEO of Mellby Gård Innovation och Tillväxt AB. Chairman of the Board at Klarahill AB and Söderberg & Haak Maskin AB. Board member in KappAhl AB (publ), Open Air Group AB, Hedson Technologies AB and OJ Holding AB (Oscar Jacobson).

Work experience: Previous experience from various industries such as Thule Group, Cardo Flow Solutions and Alfa Laval and as CFO of Boxon AB.

Mr Knutsson holds an MBA in economics from Lund University.

Elected 2020

Shares in Duni: 2 000

Independent in relation to the company, the company management but not in relation to Duni’s major shareholders.

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PIA MARIONS

Born 1963

CFO at Skandia Group

Board member of Vitrolife AB (publ), Skandiabanken Aktiebolag (publ) and Skandia Fastigheter AB.

Work experience: CFO at Folksam, Carnegie Group and Skandia Liv and as Chartered accountant and senior positions at Royal Bank of Scotland, Länsförsäkringar Liv and the Swedish Financial Supervisory Authority.

Ms Marions holds a M.Sc. in Business and Economics from Stockholm University.

Elected 2020

Shares in Duni: 1 000

Independent in relation to the company, the company management and Duni’s major shareholders.

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MORTEN FALKENBERG

Born 1958

Board member Embellence Group AB and Ansell.

Work experience: President and CEO, and board member, of Nobia AB (publ), Executive Vice President and Head of Floor Care and Small Appliances at Electrolux and also senior positions at TDC Mobile and the Coca-Cola Company.

Mr Falkenberg holds a M. Sc in Business Administration from Copenhagen School of Economics and Business Administration

Elected 2020

Shares in Duni: 2 891

Independent in relation to the company, the company management and Duni’s major shareholders.

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MARIA FREDHOLM

Born 1980

Employee representative for Unionen

Mrs Fredholm is employed as Product Compliance and Regulatory Manager

Elected 2021

Shares in Duni: 0

Not independent in relation to the Company.

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DAVID GREEN

Born 1978

Employee representative for LO/Pappers

Mr Green is employed as an operator at TM3 at Rexcell Tissue & Airlaid AB

Elected 2018

Shares in Duni 0

Not independent in relation to the company

 BOARD & BOARD COMMITTEES

Board Audit Remuneration
Thomas Gustafsson chairman, not independent*,**) member member
Morten Falkenberg member, independent member
Pauline Lindwall member, independent chairman
Pia Marions member, independent chairman
Sven Knutsson member, not independent**) member
Maria Fredholm union representative, not independent**)
David Green union representative, not independent**)

REMUNERATION COMMITTEE

The Remuneration Committee prepares issues concerning remuneration and other benefits for corporate management, while decisions thereon are taken by Duni’s Board of Directors. The Remuneration Committee shall also follow and evaluate the guidelines for the remuneration of senior executives adopted by the Annual General Meeting. Remuneration and benefits for company management are evaluated through comparisons with market data provided by external sources. Such data demonstrates that Duni has competitive remuneration levels and that the total remuneration package is reasonable and not excessively high. The Remuneration Committee evaluates bonus policies prior to each new year. Once a year, the Remuneration Committee evaluates senior executives and also certain second-​tier managers in accordance with a systematic procedure.

The Remuneration Committee held three meetings in 2021 and comprises three members: Pauline Lindwall (Chairman), Thomas Gustafsson and Morten Falkenberg. The CEO attends the meetings, except for matters regarding his own remuneration, as does the People & Culture Director, who serves as a secretary at meetings of the Remuneration Committee.


AUDIT COMMITTEE

Duni’s Audit Committee is responsible for ensuring the quality of the Company’s financial and business reporting. The Committee also evaluates Duni’s internal control processes and management of financial and operating risks. A special iterm on the yearly agenda addresses fraud and anti-corruption. The Committee meets regularly with the Company’s auditors in order to obtain information regarding the focus and scope of the external audit and to evaluate the work of the external auditors. The evaluation also covers the scope of any non-audit-related work performed by the auditors on behalf of Duni. When preparing a proposal regarding the election of auditors and compensation for audit work, the Nomination Committee is assisted by the Audit Committee.

The Audit Committee held four meetings in 2021 and comprises three members: Pia Marions (chair), Thomas Gustafsson and Sven Knutsson. The CFO and the Group Accounting Manager, as well as the auditors, attend all meetings.



 

MANAGEMENT TEAM

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ROBERT DACKESKOG1/9

Born in 1971

President and CEO since January 2021.

Most recently Robert was the CEO of Unident AB. Before that he held management positions at Duni Group such as, Director Business Area Table Top and Director Business Area Consumer.

Robert Dackeskog holds an MSc in Business Administration from the University of Gothenburg.

Shares in Duni (own and related parties): 13,000

MATS LINDROTH2/9

Born 1960

Senior Advisor since September 2022. Executive Vice President BA BioPak since January 2021. Acting President and CEO between July-December 2020 and Executive Vice President Finance/CFO at Duni Group since 2009. He has been employed at Duni since 1987.

Mats Lindroth holds a MSc in economics and business administration from the Stockholm School of Economics.

Shareholdings (own and related parties): 25 200 shares

MALIN CULLIN3/9

Born 1972

EVP People & Culture and Sustainability since January 2020

Malin comes from the role as Global Employer Branding & Talent Manager at INTER IKEA Group and has prior to that worked within the field of HR in several different companies, such as Tarkett and Lyckeby Culinar. Malin has combined 18 years of experience within HR from a variety of positions.

Malin Cullin holds a Bachelor’s degree in Human Resources and exam as officer in the Marines, submarine

Shares in Duni (own and related parties): 540

MARIELLE NOBLE4/9

Born 1974

Executive Vice President Strategic Development, IT & Communications since January 2021.

Marielle has been employed at Duni Group since 2011 and has most recently been EVP Communications and Strategic Development since September 2018. Before that she had a position as Marketing Director for Business Area Table Top. She has a solid background in marketing and corporate communications also from previous positions within PartnerTech and AudioDev.

Marielle Noble has a Bachelor of Communications from Lund University.

Shareholdings (own and related parties): 500 shares

MAGNUS CARLSSON5/9

Born 1976

Executive Vice President Finance/CFO since January 2021.

Magnus has been employed at Duni Group since 2009 and comes from a position as Executive Vice President Corporate Development since September 2018. Before that he worked in different controlling positions at Lindab AB and most previously as Business Controller Lindab Ventilation.

Magnus Carlsson has a Master’s degree in Business Administration and Finance and a Bachelor of Science in Politics and Economics from Lund University.

Shareholdings (own and related parties): 3,500 shares

LINUS LEMARK6/9

Born 1977

Executive Vice President business area Duni since January 2021

Linus Lemark has been employed at Duni Group since since 2007 and been a member of the Duni Group Management since May 2012. He has held several positions within the company such as Executive Vice President Commercial and Director for the current business area BioPak. Before working at Duni Group he was Innovation Director at The Absolut Company and Vice President at Aqvavit in New York.

Linus Lemark has a MSc in economics and business administration from the Stockholm School of Economics.

Shareholdings (own and related parties): 5,770 shares

NICKLAS BENGTSSON7/9

Born 1969

Executive Vice President BioPak since September 2022.

Nicklas Bengtsson has worked at Duni Group since 2017 and most recently came from a position as EVP Commercial. He previously worked as CEO of Carepa AB. Nicklas has a solid background in marketing, sales and leadership from Nestlé, Paramount Pictures, Mars Inc and StenaLine. Nicklas Bengtssson has a degree in Marketing and Economics from IHM.

Nicklas Bengtssson has a degree in Marketing and Economics from IHM.

Shareholdings (own and related parties): 3,500 shares

MANFRED HARGARTEN8/9

Born 1963

Executive Vice President Commerical since January 2022.

Manfred Hargarten has been employed at Duni Group since 2017 and comes from a position as Commercial Director Central Europe since January 2020. Before working at Duni Group he was Sales Director AfH-Market Germany at Coca Cola European Partner. Manfred Hargarten has 25 years of experience in leading positions within sales and marketing at Coca Cola, Fürstenberg Brewery and Karlsberg Brewery.

Manfred Hargarten has a Master Degree in Business Administration from the State University of New York.

Shareholdings (own and related parties): 0 shares

JOHAN CRUSEFALK9/9

Born 1976

Executive Vice President Logistics since January 2022.

Johan Crusefalk has been employed at Duni Group since 2021 and comes from a position as Director Logistics since September 2021 and has been a member of the Duni Management Team since January 2022. Before working at Duni Group he was Supply Chain Director Europe & Africa at Hempel A/S, and Vice President Global Supply Chain at GN Netcom A/S.

Johan Crusefalk holds a MSc in Economics and Business Administration from Karlstad University.

Shareholdings (own and related parties): 4000 shares



RISK FACTORS FOR DUNI

A number of risk factors may affect Duni's operations in terms of both operational and financial risks. Operational risks are normally handled by each operating unit and financial risks are managed by the Group's Treasury department, which is a unit within the Parent Company.

Sustainability is an integral part of the Group’s operations and of the annual report as of 2019. The sustainability report provides information about the Duni Group’s corporate social responsibility (CSR) program, which describes the Duni Group’s work in identified risk areas and reports on results and goals for its business.

Operational risks

Duni Group is exposed to a number of operational risks that are important to manage. The development of attractive product ranges, particularly the Christmas collection, is very important in order for the Group to achieve sound sales and income growth. Duni Group addresses this issue by constantly developing its range. Approximately 25% of the collection is replaced each year in response to existing trends and to shape new trends. A weaker economic climate, or other unforeseen events such as a pandemic, over an extended period of time in Europe could lead to a reduction in the number of restaurant visits. Reduced market demand and increased price competition could impact volumes and gross margins through factors such as increased discounts and customer bonuses. Fluctuations in prices of raw materials and energy constitute an operational risk that could have a material impact on the Group’s EBIT. In addition, Brexit may impact Duni Group’s operations in the UK.

Financial risks

The Group’s financial management and its management of financial risks are regulated by a finance policy adopted by the Board of Directors. The Group divides its financial risks between currency risks, interest rate risks, credit risks, financing risks and liquidity risks. These risks are controlled in an overall risk management policy that focuses on unforeseen events in the financial markets and endeavors to minimize potential adverse effects on the Group’s financial results. The risks for the Group are also related to the Parent Company in all essential respects. Duni Group's management of financial risks is described in greater detail in the Annual Report for the year ended on December 31, 2019.



 

AUDITORS

At the Annual General Meeting held on May 17, 2021, PricewaterhouseCoopers AB was re-​elected auditor, with Carl Fogelberg as auditor-​in-charge.

The auditors review the annual accounts and the Annual Report as well as the Company’s ongoing operations and procedures in order to express an opinion regarding the accounts and management by the Board of Directors and the CEO.

The audit of the annual accounts and annual report is conducted in January and February. Thereafter, compliance with the Annual General Meeting’s guidelines for remuneration of senior executives is audited. The auditors attend all meetings of the Audit Committee during the year. In October, an interim audit is performed in combination with a general review of Duni’s third quarter report.

In ad­di­tion to Duni AB, Carl Fo­gel­berg is also the auditor-​in-charge for com­pa­nies such as Eniro AB and As­celia Phar­ma AB and co-​signing au­di­tor for Haldex. Carl Fo­gel­berg is an au­tho­rized pub­lic ac­coun­tant and mem­ber of FAR SRS. Apart from the audit en­gage­ment, fees to PwC for other en­gage­ments dur­ing 2020 to­taled SEK 3.4 m (2019: 2.8).


 


CORPORATE GOVERNANCE DOCUMENTS

INVESTOR RELATIONS CONTACT

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MAGNUS CARLSSON

CFO

magnus.carlsson@duni.com

Tel +46 40 10 62 00

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MARIELLE NOBLE

EVP Strategic Development, IT & Communications

marielle.noble@duni.com

Tel +46 734 19 61 79

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DUNI AB

Tel +46 40 10 62 00

info@duni.com