Notice of Annual General Meeting of Shareholders, May 5, 2011


Notice of Annual General Meeting of Shareholders, May 5, 2011

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, 2011.

Attachment: Notice of Duni's Annual General Meeting 2011.

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

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 Thursday, 5 May 2011, at 3 p.m. at
Sankt Gertrud Konferens, Carolinahallen, entré Östergatan 9 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 on Friday,
29 April 2011, and secondly, give notice of their intention to attend
the meeting no later than that day (29 April 2011). 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,
www.duni.com.

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 Friday, 29 April 2011, 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 auditor
14. Election of directors, chairman of the board and auditor
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. The nomination committee's proposal regarding the nomination
committee
18. 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 3.50 per share and
that the record date for the dividend be 10 May 2011. If the annual
general meeting approves this proposal, payment through Euroclear Sweden
AB is estimated to be made on 13 May 2011.

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 auditor; election of directors, chairman of
the board of directors and auditor

The nomination committee has proposed re-election of the directors
Anders Bülow, Tomas Gustafsson, Pia Rudengren and Magnus Yngen, and to
elect Tina Andersson as new director. Sanna Suvanto-Harsaae has declined
re-election. Anders Bülow is proposed to be 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 each. The proposed board remuneration,
including the remuneration for work in the board committees, is
unchanged. The nomination committee also proposes re-election of the
registered public accounting firm PricewaterhouseCoopers AB for the
period until the end of the next annual general meeting.
PricewaterhouseCoopers will appoint Eva Carlsvi to be auditor in charge.
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 under 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 2011,
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 2011. If any of
the three largest shareholders, in terms of votes, renounces 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 election of
auditors.

Other information

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

The company owns no own shares. In accordance with the Swedish Companies
Act Ch. 7 Sec. 32, the shareholders have the right to ask questions at
the annual general meeting regarding the items on the agenda and about
the financial situation of the company and the group. Shareholders who
wish to submit questions in advance of the annual general meeting, shall
send these to Duni AB, Box 237, 201 22 Malmö or per e-mail to
bolagsstamma@duni.com (bolagsstamma@duni.com).

 The accounts, the auditor's report, the board of director's reasoned
statement and the auditor's statement on the earlier guidelines for
remuneration to the executive management, and the complete proposals for
decisions with respect to items 10b and 15-17 will be available to the
shareholders as of 14 April 2011 at the company and on the company's
website www.duni.com, and will also be distributed to shareholders that
so request, and provide their postal address.

Malmö, March 2011
DUNI AB (publ)
The Board of Directors

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

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