Official notice of Meeting in RNB


Official notice of Meeting in RNB

The shareholders of RNB RETAIL AND BRANDS AB (“RNB”) are hereby summoned to an
Extraordinary General Meeting to be held on at 1 p.m. on Wednesday April 15,
2009 at the Company's premises at Regeringsgatan 29 in Stockholm.

Participation, etc.
To be entitled to participate in the Meeting, shareholders must

be recorded in the register of shareholders maintained by Euroclear Sweden AB no
later than on Tuesday April 7, 2009,

notify the Company of their intention to attend the Meeting no later than on
Tuesday April 7, 2009, under the address P.O. Box 16142, 103 23 Stockholm, or by
calling +46 8 410 520 00 or by e-mailing: info@rnb.se. When notifying the
Company, information concerning the number of shares, name, personal
registration number, address, telephone number and any attending advisors must
be included.

Nominee-registered shares
In order to qualify for participation in the Meeting, shareholders whose shares
are registered in the name of a nominee through the trust department of a bank
or similar institution must request that their shares be temporarily
re-registered in their own names in the register of shareholders maintained by
Euroclear Sweden AB. Shareholders desiring such re-registration must inform
their nominees of this well in advance of April 7, the date at which such
re-registration must be completed.

Number of shares and votes
As of the date of this notice, the Company has issued a total of 114,157,664
shares each carrying one vote.

Proposed agenda
1	Opening of the Meeting
2 	Election of Chairman of the Meeting
3	Preparation and approval of the voting list
4	Approval of the agenda
5	Election of one or two minute-checkers to sign the minutes
6	Determination of whether the Meeting has been duly convened
7        The Board of Directors´motion concerning the transfer of shares in the
Group company Departments & Stores Europe AB to Åhléns                          
8	Closing of the Meeting

The Board of Directors' motion concerning the transfer of shares in the
subsidiary Departments & Stores Europe AB to Åhléns AB, Item 7
The Board of Directors proposes that RNB's operations at NK in Stockholm and
Gothenburg be divested through the transfer to Åhléns AB of all of the shares in
the wholly owned Group company Departments & Stores Europe AB. Åhléns AB is a
subsidiary of Axel Johnson AB, which indirectly owns more than 10% of the shares
in RNB. Accordingly, in accordance with Item 4.1 of NASDAQ OMX Stockholm's rules
and regulations, the transfer must be subject to the approval of a general
meeting of RNB shareholders.

The purchase consideration amounts to SEK 440 million on a debt-free basis and
has been established through negotiations with Åhléns and following a structured
sales process during which a number of bids from interested parties were
evaluated. When assessing the purchase consideration that could be regarded as
reasonable, RNB primarily took into account anticipated future revenues and
costs and, in so doing, paid particular attention to the growth and
profitability prospects of the business being sold. The fairness of the purchase
consideration has been confirmed by an independent valuation opinion.

The Board of Directors' complete motion under Item 7 above, including an
independent valuation opinion, will be available at the Company and on the
Company's website, www.rnb.se, as of April 1 and will be sent to those
shareholders who so request and inform the Company of their address. 

A form for power of attorney can be downloaded from www.rnb.se/fullmakt.


RNB RETAIL AND BRANDS AB is organized on the basis of two business areas -
Polarn O. Pyret and a distribution platform for national and international
brands. Polarn O. Pyret is a brand focused on baby and children's wear. The
distribution platform consists of two main areas, Department Stores and Store
Concepts. Department store operations are conducted via stores in the NK, Steen& Ström, Illum and Kosta oulet department stores. The store concepts comprise
JC, Brothers and Sisters.

Attachments

03242592.pdf