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Duni Regulatory Filings 2023

Sep 25, 2023

3035_rns_2023-09-25_f359fa8a-3264-41b8-bd16-e8770607ea28.pdf

Regulatory Filings

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To the Independent Bid Committee of

Duni AB (publ) Box 237 201 22 Malmö

Grant Thornton Sweden AB Box 7623 103 94 Stockholm T 08-563 070 00 www.grantthornton.se/radgivning/

September 25, 2023

To the Independent Bid Committee of Duni AB (publ)

Duni AB's (publ) ("Duni Group") majority share owner Mellby Gård AB ("Mellby Gård") has publicly announced that it has acquired shares in Duni Group leading to an ownership share of 30%. According to the law on mandatory bids Mellby Gård was required to place a public mandatory bid at an ownership share of 30%. September 8, 2023, Mellby Gård announced a public offer of 96.8 SEK in cash per share to the shareholders of Duni Group ("the Offer"). The shares in Duni Group are listed on Nasdaq Stockholm, Mid Cap.

We, Grant Thornton Sweden AB ("Grant Thornton" or "we"), as an independent expert, has been assigned by the Independent Bid Committee of Duni Group to assess the fairness of the Offer from a financial perspective.

Our assessment of the market value has included, inter alia, valuation based on the income approach and market approach.

As basis for our assessment, we have reviewed the following information:

    1. The terms of the Offer
    1. Publicly available information about Duni Group, e.g. annual reports and interim reports
    1. Internal financial information such as company presentation, business plan and forecasts
    1. Information from the Company's management
    1. Price and volume information for the Company's share
    1. Information from the financial database Eikon
  • Analyst reports regarding Duni Group and the HoReCa market as well as the market for green packaging

  • Other analyses and information that we have deemed as relevant for the fairness opinion

We have relied upon the accuracy and the completeness of the information provided and otherwise made available to us by representatives of the Company. Grant Thornton do not assume any responsibility for the accuracy in the received information. Changes in the circumstances mentioned may affect the conditions that have formed the basis of our value assessment.

This opinion is addressed to the Independent Bid Committe of Duni Group for the purpose of serving as a basis for its position regarding the Offer and we do not accept any responsibility for its use for other purposes than this.

Our Opinion is based on the market condition and other conditions, as well as the information provided to us, as at the date of this report. We do not assume any responsibility for any events after this date.

We have not acted as a financial advisor to Duni Group in connection with the Offer. Our fee for this assignment is not dependent on a decision of the completion of the Offer.

Subject to the foregoing conditions and limitations, it is Grant Thornton's opinion that the Offer as of this date, from a financial point of view, is not fair to the shareholders of Duni Group.

Grant Thornton Sweden AB

Mats Fagerlund Partner