Notice of the Annual General Meeting of Cloetta AB (publ)*

Notice of the Annual General Meeting of Cloetta AB (publ)*

Shareholders of Cloetta AB (publ), 556308-8144, are hereby invited to
attend the annual general meeting, to be held on Monday, 19 December
2011 at 2:00 pm. at Collegium, Teknikringen 7, Linköping, Sweden.

Notification of attendance
Shareholders who wish to attend the annual general meeting must,
firstly, be listed in the shareholders' register maintained by Euroclear
Sweden AB (the Swedish Central Securities Depository), on Tuesday, 13
December 2011, and secondly, give notice to the company of their
intention to attend the meeting no later than Tuesday, 13 December 2011.
Notification shall be given by regular mail to Cloetta AB, Susanne
Beijar, 590 69 Ljungsbro, or per e-mail to
susanne.beijar@cloetta.se (susanne.beijar@cloetta.se), or by telephone
+46-13-285 111 or +46-13-285 102, or by fax +46-13-285 112, or at the
company's website www.cloetta.se (http://www.cloetta.se) (only
individuals). Name, personal number/corporate registration number,
address, telephone number and the number, maximum two, of accompanying
assistants (whereby their names can be stated), if any, should be stated
when notification is given.

Representatives of minors and corporate representatives shall submit
authorisation documents to Cloetta AB well in advance of the annual
general meeting. Power of attorney forms are available on the company's
website, www.cloetta.se. (http://www.cloetta.se.)

To be able to attend the annual general meeting, shareholders whose
shares are registered in the name of a nominee must have such shares
temporarily 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 Tuesday, 13 December
2011 and be requested from the nominee well in advance before this date.

Proposed agenda

1. Opening of the meeting
2. Election of the chairman of the meeting
3. Drawing up and approval of voting list
4. Approval of the agenda
5. Election of two persons to verify the minutes
6. Determination as to whether the meeting has been duly convened
7. Presentation of the annual report and the auditor's report, and the
consolidated financial statements and the consolidated audit report for
the financial year 2010/2011
Presentation by the managing director
Report by the chairman of the board on the work of the board
8. Resolution on adoption of the income statement and the balance sheet
as well as the consolidated income statement and consolidated balance
sheet
9. Resolution on disposition of the company's profits according to the
approved balance sheet, and record day for any dividend
10. Resolution on discharge from personal liability of the directors and
the managing director
11. Resolution on the number of directors, remuneration to be paid to
the directors and to the auditor, election of directors and the chairman
of the board, and election of auditor
12. Proposal regarding rules for the nomination committee
13. Proposal regarding guidelines for remuneration to the executive
management
14. Proposal regarding amendments to the articles of association
15. Closing of the meeting

Proposals
Item 2 - Election of the chairman of the meeting
The nomination committee, consisting of Lennart Bylock, chairman,
(appointed by AB Malfors Promotor), Thomas Ehlin (appointed by Nordea
Fonder), Eva Törnqvist (appointed by Ulla Håkansson) and Johan
Hjertonsson (appointed by the board of directors of Cloetta AB) proposes
that the chairman of the board, Olof Svenfelt, is elected as chairman of
the meeting.

Item 9 - Resolution on disposition of the company's profits according to
the approved balance sheet, and record day for any dividend
The board of directors proposes that a dividend in cash of SEK 0.75 per
share, plus a bonus dividend of SEK 0.50 per share, shall be declared.
Proposed record day is 22 December 2011. If the annual general meeting
approves this proposal, payment through Euroclear Sweden AB is estimated
to be made on 28 December 2011.

Item 11 - Resolution on the number of directors, resolution on the
remuneration to be paid to the directors and to the auditor, election of
directors and chairman of the board, and election of auditor
The nomination committee proposes the following.

1. The board shall consist of six directors elected by the annual
general meeting with no deputies, as set out below.

2. The chairman of the board shall be paid a fee of SEK 200,000
(unchanged) and each of the other directors elected by the annual
general meeting shall be paid a fee of SEK 175,000 (unchanged). The
nomination committee has further proposed that fees shall be payable for
work in the board's committees with SEK 30,000 to each member of the
audit committee (unchanged) and with SEK 20,000 to each member of the
remuneration committee (unchanged). The proposal by the nomination
committee involves that the total fee to the board of directors amounts
to SEK 1,205,000 including for work on the committees. The auditors
shall be paid in accordance with approved invoices.

3. Olof Svenfelt, Lennart Bohlin, Johan Hjertonsson, Ulrika Stuart
Hamilton, Mikael Svenfelt and Meg Tivéus shall be re-elected as board
members.

4. Olof Svenfelt shall be re-elected as chairman of the board.

5. The registered auditing company, KPMG AB, shall be re-elected as
auditors until the end of the next annual general meeting. KPMG AB will
appoint Helene Willberg as the auditor in charge.

Item 12 - Proposal regarding rules for the nomination committee
The nomination committee proposes the following.

1. The company shall have a nomination committee consisting of not less
than four and not more than six members. Three of the members shall be
appointed by the major shareholders and one member shall be appointed by
the board of directors amongst its directors. These members of the
nomination committee may appoint one additional member. In those cases
referred to in item 6 below, the number of members can amount to six.

2. Based on ownership statistics received from Euroclear Sweden AB as
per the date occurring five months before the expiry of the current
financial year each respective year, the chairman of the board shall,
without delay, contact the three largest shareholders in the company in
terms of votes, and offer such shareholders to, within reasonable time,
each appoint a representative to be part of the nomination committee. If
any of these shareholders elects to renounce from its right to appoint a
representative, the right to appoint a representative shall be
transferred to the largest shareholder in turn in terms of votes which
is not already entitled to be represented on the nomination committee.

3. The member of the nomination committee who represents the shareholder
controlling the largest number of votes shall chair the nomination
committee.

4. The members of the nomination committee are appointed for a term up
until a new nomination committee has been appointed.

5. The composition of the nomination committee shall be announced as
soon as the nomination committee has been formed and in all events no
later than six months before the next annual general meeting.

6. In the event that the ownership structure of the company is changed
after the date occurring five months before the expiry of the current
financial year, but before the date that occurs 12 weeks before the next
annual general meeting, and if a shareholder that has become one of the
three largest shareholders in terms of votes following this change asks
the chairman of the nomination committee to be represented on the
nomination committee, such shareholder is entitled to, in the nomination
committee's discretion, either appoint an additional member to the
nomination committee or to replace the member who represents, following
the change of the ownership structure, the smallest shareholder in terms
of votes.

7. If a member of the nomination committee that represent a shareholder
resigns or otherwise is unable to continue as member, the nomination
committee shall - if time allows and if the change is not due to a
specific circumstance e.g. that the shareholder has sold its shares -
request the shareholder that had appointed that member to, within
reasonable time, appoint a new member of the nomination committee. If
the shareholder is no longer eligible for the nomination committee or if
it renounces its right to appoint a member, the right to appoint such
new member shall be transferred to the largest shareholder in turn in
terms of votes which is not already represented on, or has renounced its
right to appoint a member to, the nomination committee. If a member that
has been appointed by the other members of the nomination committee
resigns or is otherwise unable to continue as member, the other members
of the nomination committee may elect a new member.

8. No fee shall be paid to the members of the nomination committee.
However, the company shall be liable for costs incurred by the
nomination committee in its work.

9. The nomination committee shall present proposals regarding (i)
chairman of the annual general meeting, (ii) members of the board of
directors to be elected by the annual general meeting, (iii) chairman of
the board of directors, (iv) remuneration to the board of directors
elected by the annual general meeting, distributed between the chairman
of the board, the deputy chairman of the board, if any, and the other
members of the board of directors, and remuneration for work on the
committees, (v) remuneration to the auditors, (vi) election of auditors
and (vii) rules for the nomination committee.

10. At shareholders' meetings other than the annual general meeting, the
nomination committee shall submit proposals for elections, if any, to
take place at such shareholders' meeting.

Item 13 - Proposal regarding guidelines for remuneration to the
executive management
The board proposes that the remuneration to the managing director and
the other members of the executive management and other executives
reporting directly to the managing director, shall consist of fixed
salary, and other benefits and pension. To the extent considered
appropriate by the board of directors, the executives in question shall
be offered to participate in long-term share related incentive program,
which shall be decided by the general meeting. The total remuneration
shall be in line with market practice and be competitive, and related to
responsibility and competence. Upon the company's termination of any
employment agreement, the notice period shall be no longer than 12
months. Any severance pay shall be limited to the annual fixed salary,
as a maximum. It is intended that pension benefits shall be contribution
funded. The retirement age shall be not less than 60 years and not more
than 67 years.

Item 14 - Proposal regarding amendments to the articles of association
The board proposes that § 2 of the articles of association shall be
amended so that the financial year, instead of being 1 September - 31
August, shall be 1 January - 31 December. In addition, in § 6 of the
articles of association, which concerns election of directors and
auditor, and in § 8, which sets out what matters shall be dealt with at
annual general meetings, it is proposed that minor amendments are to be
made in order to clarify that election of auditor shall be occur at
every annual general meeting.

Specific majority requirement
To be valid, the annual general meeting's resolution under item 14 must
receive support of shareholders representing at least 2/3 of both the
votes cast as well as the number of shares represented at the meeting.

Number of shares and votes
There are in the aggregate 24,319,186 shares outstanding in Cloetta AB
distributed on 2,360,000 A-shares and 21,959,186 B-shares. The total
number of votes is 45,559,186 whereof 23,600,000 of the votes are
represented by A-shares and 21,959,186 of the votes are represented by
B-shares.

Shareholder's right to request information
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
Cloetta AB, Susanne Beijar, 590 69 Ljungsbro or per e-mail
to  (tsusanne.beijar@cloetta.se)susanne.beijar@cloetta.se (susanne.beija
r@cloetta.se). 

Available documents
The accounts, the auditor's report and the auditor's statement regarding
compliance with the previous guidelines for remuneration to the
executive management as well as the complete proposals for decisions
under items 9, 12, 13 and 14 will be available to the shareholders at
the company's office and at the company's website
www.cloetta.se (http://www.cloetta.se) not later than Monday, 28
November 2011, and will also be distributed to shareholders who have
notified their wish to receive the documents and have informed of their
postal address.

Ljungsbro, November 2011
Cloetta AB (publ)
The board of directors

The information in this press release is subject to the disclosure
requirements of Cloetta AB (publ) pursuant to the Swedish Securities
Market Act. The information was submitted for publication on 17 November
2011, 08.00 CET.

*This is an in-house translation. In case of any discrepancies between
the Swedish original and this translation, the Swedish original shall
prevail. Please note that the Annual General Meeting will be conducted
in Swedish.

Fort further information contact:
Curt Petri, Managing Director and CEO, mobile 46 70-593 2169
Olof Svenfelt, Chairman, mobile 46 70-963 1930