Notice of Annual General Meeting of Shareholders, May 3, 2012


Notice of Annual General Meeting of Shareholders, May 3, 2012

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 3, 2012.

Attachment: Notice of Duni’s Annual General Meeting 2012.

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 Thursday, 3 May 2012, 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 on Thursday, 26 April
2012, and secondly, give notice of their intention to attend the meeting no
later than that day (26 April 2012). Notification shall be given by mail to Duni
AB, Box 237, 201 22 Malmö, by fax 0046-40-39 66 30, by e-mail
tobolagsstamma@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 Thursday, 26
April 2012, 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 proposedAnders 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 8 May 2012. If the annual general meeting
approves this proposal, payment through Euroclear Sweden AB is estimated to be
made on 11 May 2012.

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 directorsAnders
Bülow,Tina Andersson,Tomas Gustafsson,Pia RudengrenandMagnus Yngen.Anders
Bülowis 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 (unchanged) and the other directors
appointed by the annual general meeting SEK 265,000 (previously SEK 250,000)
each. In addition, the chairman of the remuneration committee shall receive SEK
55,000 (previously SEK 50,000) and the other members of the remuneration
committee SEK 25,000 (unchanged) each, and that the chairman of the audit
committee shall receive SEK 107,000 (previously SEK 100,000) and the other
members of the audit committee SEK 50,000 (unchanged) each. The nomination
committee also proposes re-election of the registered public accounting
firmPricewaterhouseCoopersABfor the period until the end of the next annual
general meeting.PricewaterhouseCoopersABwill 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, created to serve their purpose of promoting the long-term
creation of value in the company. 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 2012, 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 2012. 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 tobolagsstamma@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 no later than 12 April
2012 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 2012
DUNI AB (publ)
The Board of Directors

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

Attachments

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