Notice of Annual General Meeting of Shareholders, May 5, 2010

Notice of Annual General Meeting of Shareholders, May 5, 2010

In accordance with the listing agreement with NASDAQ OMX Stockholm, Duni AB
hereby also announces, by issuing a press release, the content of the notice
concerning Duni's Annual General Meeting on May 5, 2010.

Attachment: Notice of Duni's Annual General Meeting 2010.

For further information:

Mats Lindroth, CFO,
Tel.: +46 40 10 62 00



 
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.



Notice of the Annual General Meeting of Duni AB (publ)  

The shareholders of Duni AB (publ) are hereby invited to attend the annual
general meeting to be held on Wednesday, 5 May 2010, at 3 p.m. at Skånes
Dansteater, Östra Varvsgatan 13 A in Malmö. Registration starts at 2.15 p.m.

Notification of attendance
Shareholders who wish to attend the meeting must, firstly, be listed in the
shareholders register maintained by Euroclear Sweden AB (formerly VPC AB) on
Wednesday, 28 April 2010, and secondly, give notice of their intention to attend
the meeting no later than that day (28 April 2010). Notification shall be given
by mail to Duni AB, Box 237, 201 22 Malmö, by fax 0046-40-39 66 30, by e-mail to
bolagsstamma@duni.com or by telephone 0046-40-10 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. A
proxy form is 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, 28
April 2010, which means that the shareholders must inform the custodian well in
advance of this date.

Proposed agenda
1. Opening of the meeting
2. Election of the chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to check the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda of the annual general meeting
7. Presentation of the annual report and the auditor's report, and the
consolidated financial statements and the consolidated audit report
8. Speech by the president
9. Report on the work of the board of directors and the board committees
10.a) Resolution on adoption of the income statement and balance sheet, and of
the consolidated income statement and the consolidated balance sheet
b) Resolution on disposition of the company's profit or loss in accordance with
the approved balance sheet and record date, in case the annual general meeting
decides a dividend
c) Resolution on discharge from personal liability of the directors and the
president
11. Report on the work of the nomination committee
12. Resolution on the number of directors
13. Resolution on the remuneration to be paid to the chairman of the board of
directors, the other directors and to the auditors
14. Election of directors and chairman of the board
15. The proposal by the board of directors to authorize the board of directors
to resolve on issues of shares, warrants and/or convertibles 
16. The proposal by the board of directors regarding guidelines for remuneration
to the executive management
17. Proposal regarding the nomination committee 
18. Proposal by the shareholder Leif la Cour regarding divestment of DuniForm
19. Closing of the meeting

Proposals
Item 2 - Election of the chairman of the meeting
The nomination committee has proposed Anders Bülow, the chairman of the board of
directors, as chairman of the annual general meeting.

Item 10b - Resolution on disposition of the company's profit or loss in
accordance with the approved balance sheet and record date in case the annual
general meeting decides a dividend
The board of directors proposes a dividend of SEK 2.50 per share and that the
record date for the dividend be 10 May 2010. If the annual general meeting
approves this proposal, payment through Euroclear Sweden AB is estimated to be
made on 14 May 2010. 

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 and chairman of the
board of directors
The nomination committee has proposed re-election of all the directors, i.e.
Anders Bülow, Tomas Gustafsson, Pia Rudengren, Sanna Suvanto-Harsaae and Magnus
Yngen, and that Anders Bülow is re-elected as chairman of the board of
directors. The nomination committee has furthermore proposed that the chairman
of the board of directors shall receive SEK 500,000 and the 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 that 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 available at the annual general meeting. 

Item 15 - The proposal by the board of directors to authorize the board of
directors to resolve on issues of shares, warrants and/or convertibles
The 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, to resolve on issues of shares, warrants and/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
include the right to resolve on issues where the shares are to be paid for with
cash with pre-emptive rights for the shareholders, and the right to resolve on
issues against payment in kind with or without conditions pursuant to the
Swedish Companies Act, Ch. 13 Sec. 7, paragraph one, item two, Ch. 14 Sec. 9,
paragraph one, item two, or Ch. 15 Sec. 9, paragraph one, item two.

A resolution on an issue against payment in kind, by virtue of the
authorization, shall be for the purpose to make possible acquisitions of
complete, or parts of, companies or businesses where payment is to be made by
own shares, warrants and/or convertibles. The basis for the subscription price
shall be the market price of the share. 

Item 16 - The proposal by the board of directors regarding guidelines for
remuneration to the executive management
The board of directors proposes that the annual general meeting shall adopt the
following guidelines for remuneration to the executive management. Remuneration
to the president and the other individuals in the executive management shall
normally consist of base salary, a variable remuneration and additional benefits
and pensions. The total remuneration shall correspond to market practice and be
competitive, and be related to responsibility and authority. The variable
remuneration shall be based on the fulfilment of pre-determined and measurable
profit targets. The variable remuneration shall not exceed the base salary. In
the event of termination of employment initiated by the company, salary during
the notice period together with severance pay shall not exceed 18 months
salaries. Pension benefits shall be contribution based, unless specific reasons
exist. The age of retirement for the executive management shall normally be 65
years, but in no case lower than 62 years. The board of directors may deviate
from these guidelines only if special causes exist in an individual case.  

Item 17 - Proposal regarding the nomination committee
The nomination committee of the company 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 2010, and that such shareholders each 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 by 31 October 2010. 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, shall, if considered necessary, a substitute be appointed by
the same shareholder that has appointed the resigning representative, 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 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, 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 annual
general meeting and, where relevant, election of auditors.

Item 18 - Proposal by the shareholder Leif la Cour regarding divestment of
DuniForm
The shareholder Leif la Cour proposes that the general meeting resolves to
divest DuniForm. Leif la Cour has, as a basis for the proposal, stated that
tissue, Dunilin, Dunicel and similar products are, and have always been Duni's
core business. These products have for many years been the primary source of
income for Duni. Duni shall concentrate on these self-produced goods and reduce
its commitment to purchased sealing products such as DuniForm and similar
sealing systems.

Number of shares and votes in Duni
There are in the aggregate 46,999,032 shares outstanding in Duni carrying one
vote each; accordingly there are 46,999,032 votes.

Available documents
The accounts, the auditor's report, the board of director's reasoned statement
and the auditor's statement on whether or not 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 21 April 2010 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, March 2010
DUNI AB (publ)

The Board of Directors

Mats Lindroth, CFO,
Tel.: +46 40 10 62 00


Duni is a leading supplier of attractive and convenient products for table
setting and takeaway. The Duni brand is sold in more than 40 markets and enjoys
a number one position in Central and Northern Europe. Duni has some 2,000
employees in 17 countries, headquarters in Malmö and production units in Sweden,
Germany and Poland. Duni is listed on the NASDAQ OMX Stockholm.
www.duni.com