Notice of the Annual General Meeting of Duni AB (publ), May 3, 2016


In accordance with the listing agreement with Nasdaq 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, 2016.
Attachment: Notice of Duni’s Annual General Meeting 2016.

For more information, contact

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 Tuesday, 3 May 2016, 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 general meeting must, firstly, be recorded
in the shareholders register maintained by Euroclear Sweden AB on Wednesday, 27
April 2016, and secondly, give notice to the company of their intention to
attend the meeting no later than that day (27 April 2016). Notification shall be
given by post to Duni AB, Box 237, 201 22 Malmö, by e-mail to
bolagsstamma@duni.com or by telephone +46-40-10 62 00. Name, personal identity
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 in due time before the 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 Wednesday, 27
April 2016, which means that the shareholders must inform the custodian in due
time before 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
 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 CEO
 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 meeting resolves
upon a dividend
c)   Resolution on discharge from personal liability of the directors and the
CEO
11. Report on the work of the nomination committee
12. Resolution on the number of directors
13. Resolution on remuneration to the chairman of the board of directors, the
other directors and to the auditor
14. Election of directors, chairman of the board of directors and auditor
15. Proposal by the board of directors to authorize the board of directors to
resolve on issues of shares, warrants and/or convertibles
16. Proposal by the board of directors regarding guidelines for remuneration to
the senior executives
17. The nomination committee’s proposal for resolution 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 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 resolves upon a dividend

The board of directors proposes a dividend of SEK 5.00 per share. As record date
for the dividend, the board of director’s has proposed 6 May 2016. If the
meeting resolves in accordance with the proposal, the dividend is expected to be
distributed through Euroclear Sweden AB on 11 May 2016.

Item 12-14 - Resolution on the number of directors; resolution on remuneration
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 that the number of directors shall be,
unchanged, five and has proposed re-election of the directors Pauline Lindwall,
Alex Myers, Pia Rudengren and Magnus Yngen, and new election of Johan Andersson.
Magnus Yngen is proposed to be elected as chairman of the board of directors.
Anders Bülow has declined re-election. Information about all proposed directors
for re-election can be found at Duni’s website, www.duni.com. Information about
proposed director for new election can be found in the nomination committee’s
reasoned opinion, which will be available on Duni’s website, www.duni.com, in
connection with the notice. The information will also be available at the
general meeting.

The nomination committee has furthermore proposed that the chairman of the board
of directors shall, unchanged, receive SEK 535,000 and the other directors
appointed by the annual general meeting, unchanged, SEK 285,000 each. In
addition, remuneration for committee work shall be unchanged, the chairman of
the remuneration committee shall receive SEK 60,000 and the other members of the
remuneration committee SEK 27,500 each, and the chairman of the audit committee
shall receive SEK 115,000 and the other members of the audit committee SEK
54,000 each. The nomination committee has also proposed re-election of the
registered public accounting firm PricewaterhouseCoopers AB for the period until
the end of the next annual general meeting. PricewaterhouseCoopers AB has
informed that Eva Carlsvi will continue as auditor in charge. The nomination
committee has further proposed that fair remuneration to the auditor is to be
paid as charged.

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 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 by
virtue of the authorization may, in the aggregate, result in an increase of the
share capital by a maximum of 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 Ch. 13 Sec. 5, paragraph one, item six,
Ch. 14 Sec. 5, paragraph one, item six, or Ch. 15 Sec. 5, paragraph one, item
four of the Swedish Companies Act. A resolution on an issue against payment in
kind, by virtue of the authorization, shall be made to enable acquisitions of
whole, or parts of, other companies or businesses against payment with own
shares, warrants and/or convertibles. The basis for the subscription price shall
be the market value of the share.

Item 16 - The proposal by the board of directors regarding guidelines for
remuneration to senior executives

The board of directors proposes the following guidelines for remuneration to
senior executives. Remuneration to the CEO and the other individuals in the
executive management shall normally consist of basic salary, a variable
remuneration and additional benefits and pensions. The total remuneration shall
be in line with market conditions 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 promote
creation of long-term value in the company. The variable remuneration shall not
exceed the basic 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’ salary. Pension benefits shall be fee based, unless
specific reasons exist. The age of retirement for the executive management shall
normally be 65 years. The board of directors may deviate from these guidelines
only if in an individual case, there are specific grounds for such deviation.

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 2016, 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 31 October 2016. 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, 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, 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 total 46,999,032 shares outstanding in Duni carrying one vote each;
accordingly there are 46,999,032 votes. The company does not hold any 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.

The accounts, the auditor’s report, the board of directors’ reasoned statement
and the auditor’s statement on the earlier guidelines for remuneration to senior
executives, and the complete proposals for resolutions with respect to items 10b
and 15-17 will be available to the shareholders no later than 12 April 2016 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 2016

DUNI AB (publ)

The Board of Directors
For more information, contact

Mats Lindroth, CFO
Tel.: +46 40 10 62 00
Duni is a leading supplier of attractive and convenient products for table
setting and take-away. The Duni brand is sold in more than 40 markets and enjoys
a number one position in Central and Northern Europe. Duni has some 2,100
employees in 18 countries, headquarters in Malmö and production units in Sweden,
Germany and Poland. Duni is listed on Nasdaq Stockholm under the ticker name
“DUNI”.

Duni.com (http://www.duni.com/)

Attachments

03305685.pdf