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

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

Shareholders of Cloetta AB (publ), 556308-8144, are hereby invited to attend the
extraordinary general meeting, to be held on Wednesday, 15 February 2012 at 2:00
p.m. at Näringslivets Hus, Storgatan 19, Stockholm, Sweden.

Notification of attendance
Shareholders who wish to attend the extraordinary general meeting must, firstly,
be listed in the shareholders' register maintained by Euroclear Sweden AB (the
Swedish Central Securities Depository), on Thursday, 9 February 2012, and
secondly, give notice to the company of their intention to attend the meeting no
later than Thursday, 9 February 2012.

Notification shall be given by regular mail to Cloetta AB, Susanne Beijar, 590
69 Ljungsbro, or per e-mail to susanne.beijar@cloetta.se, or by telephone
+46-13-285 111 or +46-13-285 102, or by fax +46-13-285 112. Shareholders who are
individuals are also able to give notification at the company's website
www.cloetta.se. 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 extraordinary
general meeting. Power of attorney forms are available on the company's website,
www.cloetta.se.

To be able to attend the extraordinary 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 Thursday, 9 February 2012 and be requested from the
nominee well in advance of 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. Proposal by the board of directors regarding
(a) approval of the acquisition of Leaf Holland B.V.
(b) amendments to the articles of association
(c) new issue of C-shares to be issued as part of the purchase price in the
acquisition of Leaf Holland B.V
(d) authorization for the board of directors to execute an issue of A- and
B-shares with preferential rights for the existing holders of A- and B-shares
8. Proposal by AB Malfors Promotor regarding election of new directors, new
chairman of the board and changes to the remuneration to be paid to the
directors
9. Proposal by AB Malfors Promotor regarding amended guidelines for remuneration
to the executive management.
10. Closing of the meeting

Proposals
Item 2 – Election of the chairman of the meeting
The nomination committee, consisting of Christer Wagenius, 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 attorney-at-law Wilhelm Lüning
is elected as chairman of the meeting.

Item 7 – Proposal by the board of directors regarding (a) approval of the
acquisition of Leaf Holland B.V., (b) amendments to the articles of association,
(c) new issue of C-shares to be issued as part of the purchase price in the
acquisition of Leaf Holland B.V., d) authorization for the board of directors to
execute an issue of A- and B-shares with preferential rights for the existing
holders of A- and B-shares
The board of directors proposes that the extraordinary general meeting approves
the acquisition of Leaf Holland B.V. and adopts resolutions related to the
acquisition in accordance with items 7(a)-(d) below.

(a)     Approval of the acquisition of Leaf Holland B.V.
Leaf is a leading confectionery company focused on Sugar confectionery and
Refreshment (pastilles and chewing gum). Leaf has a leading position in the
Nordic countries, the Netherlands and Italy with brands such as Malaco, Ahlgrens
bilar and Läkerol etc. Leaf is owned, through Leaf Holding S.A. ("Leaf
Holding"), by Nordic Capital Fund V ("Nordic Capital") and by funds advised by
CVC Capital Partners (”CVC”). As previously announced, Cloetta has on 15
December 2011 entered into an agreement with Leaf Holding to acquire all shares
in Leaf Holland B.V. ("Leaf"). The purchase price consists partly of a cash
payment and partly of newly issued C-shares in Cloetta. The cash payment amounts
to SEK 1,500 million, of which SEK 100 million shall be paid immediately upon
closing of the acquisition of the shares in Leaf and the remaining SEK 1,400
million shall be paid by way of a vendor loan extended by Leaf Holding to
Cloetta. The issue of new C-shares (see item 7(c)), that is a part of the
purchase price, shall be for a number of shares equivalent to 57.6 per cent of
the share capital of Cloetta after full dilution for the issue of A- and
B-shares with preferential rights for the existing holders of A- and B-shares
that are to be executed (see item 7(d)). After the record date for said issuance
of A- and B-shares, the C-shares will be convertible into B-shares. Leaf Holding
has given warrants and representations with respect to Leaf, which could result
in an adjustment to the final purchase price. The cash payment of the purchase
price will be financed partly by an issue of A- and B-shares and partly through
five-year credit facilities of SEK 4.2 billion provided by Svenska Handelsbanken
AB (publ). The credit facilities will be used, in addition to partly financing
the cash payment of the purchase price, for the refinancing of the existing
interest bearing debt in Leaf as well as for general corporate purposes of the
combined company. According to the loan agreement, Cloetta is subject to certain
obligations and restrictions. This means, inter alia, that no dividends are to
be expected until the company reaches a net debt/EBITDA ratio in accordance with
the company's long-term intention not exceeding 2.5x net debt/EBITDA. The
financing of the transaction implies that Cloetta would have had a pro forma net
debt as at 31 August 2011 of approximately SEK 3.2 billion. This is equivalent
to 3.8x pro forma net debt/EBITDA for Cloetta's financial year ending 31 August
2011.

The acquisition of Leaf is, according to the agreement with Leaf Holding,
conditional upon approval to the merger by the relevant competition authorities.
Furthermore, the acquisition is, according to the agreement, conditional upon
resolutions by the extraordinary general meeting to approve the acquisition and,
in accordance with the majority requirement set out below, to resolve on new
issue of C-shares under item 7(c) and to authorize the board of directors to
execute a new issue of A- and B-shares with preferential rights for the existing
holders of A- and B-shares under item 7(d).

The board of directors believes that the timing for the proposed acquisition is
favourable and that the strategic, industrial and financial rationale is
compelling. The merger is expected to result in a Nordic leader within the
confectionery industry with leading positions also in Italy and the Netherlands.
The board of directors proposes that the extraordinary general meeting approves
the resolution of the board of directors to acquire Leaf on the terms and
conditions described above, including that Cloetta will take up the credit
facilities referred to above in connection therewith.

(b)    Amendments of the articles of association
To enable that C-shares are issued as part of the purchase price and to
authorize the board to issue new A- and B-shares with preferential rights for
shareholders of A- and B-shares in accordance with the resolutions proposed
under item 7(c) and 7(d), certain amendments are required to Cloetta's articles
of association.

The board therefore proposes the following:

-        That § 3 of the articles of association shall be amended so that the
share capital shall be SEK 400,000,000 as a minimum and SEK 1,600,000,000 as a
maximum and the number of shares shall be 80,000,000 as a minimum and
320,000,000 as a maximum.

-        That amendments shall be made to § 4 and § 5 of the articles of
association involving that a new class of shares is introduced, named Class
C-shares, with one vote per share. Class C-shares may be issued up to a maximum
number of 200,000,000. A customary provision regarding primary and secondary
preferential rights respectively shall also apply to Class C-shares. C-shares
hold a limited right to assets in the company's dissolution, corresponding to
their quotient value increased, as per the date of distribution of assets, by an
interest rate of STIBOR one month plus four percentage units from the date of
payment of the subscription price.

-        That an addition is made to § 11 of the articles of association so that
Class C-shares, following a request from the shareholder, will be convertible
into B-shares. Such conversion may not occur before the date falling the day
after the record date for the new issue of A- and B-shares with preferential
rights for shareholders of A- and B-shares, which the board proposes that the
extraordinary general meeting authorize the board to implement (see item 7(d)).
Upon conversion, each C-share shall entitle to one B-share.

(c)     New issue of C-shares to be issued as part of the purchase price in the
acquisition of Leaf Holland B.V.
The board of directors proposes an issue of new C-shares ("Issue in Kind"), to
be used as part of the purchase price for the acquisition of Leaf according to
item 7(a). The number of new C-shares to be issued shall amount to a number that
is equivalent to 57.6 per cent of the share capital of Cloetta after full
dilution for the issue of A- and B-shares with preferential rights for the
existing holders of A- and B-shares to be executed (see item 7(d)). The number
of C-shares is accordingly dependent on the terms and conditions for the issue
of A- and B-shares with preferential rights for the existing holders of A- and
B-shares to be executed, and will therefore be notified in connection with the
submission of the complete proposal for authorization in accordance with item
7(d), i.e. not later than on 24 January 2012. As a result of the limitations for
the authorization below, as regards the minimum and maximum number of shares
that can be issued by virtue of the authorization, the minimum number of
C-shares to be issued will be 99,112,154 and the share capital will be increased
with a minimum of SEK 495,560,770 from SEK 121,647,890 up to SEK 617,208,660.
The maximum number of C-shares to be issued will be 165,186,924 and the share
capital will be increased with a maximum of SEK 825,934,620 from SEK 121,647,890
up to SEK 947,582,510.

The terms and conditions for the Issue in Kind are in principal the following:

Leaf Holding shall be solely entitled to subscribe for shares in the Issue in
Kind. Leaf Holding shall, as payment for the shares (assets contributed in
kind), to Cloetta contribute all 20,000 shares in Leaf. In addition to the
issued new C-shares and thus part of the purchase price, Cloetta will as payment
for the shares in Leaf be extended a vendor loan by Leaf Holding in the amount
of SEK 1,400 million and pay SEK 100 million in cash immediately upon closing of
the acquisition of the shares in Leaf.

Subscription of the shares shall be made on a designated subscription list not
later than on 15 July 2012. Oversubscription is not possible. Upon subscription,
Leaf Holding will pay for the Issue in Kind by contribution of all 20,000 shares
in Leaf.

Based on, inter alia, the closing share price for Cloetta's B-share as of 13
January 2012 and taking into account the dilution of the C-shares that the issue
of A- and B-shares with preferential rights according to item 7(d) results in,
the subscription price for each C-share in Cloetta has been estimated to a
minimum of SEK 15.14 and a maximum of SEK 25.23 (depending on the total number
of shares to be issued by virtue of the authorization in accordance with item
7(d)). The company estimates that the value of the assets to be contributed in
kind will have a value of SEK 2,500,130,099, which may be adjusted on the basis
of the share price of the company's B-shares on the so-called transaction date.
The information regarding the estimated subscription price according to the
foregoing will be updated in the complete proposal under this item 7(c).

The extraordinary general meeting's resolution regarding the Issue in Kind
requires amendments to the articles of association.

(d)    Authorization for the board of directors to execute an issue of A- and
B-shares with preferential rights for the existing holders of A- and B-shares
The board of directors proposes that the board of directors shall be authorized,
until the next annual general meeting, to resolve on new issues of A-shares and
B-shares with preferential rights for the existing holders of A- and B-shares
(the "Rights Issue") with the purpose to use the proceeds of the issue as
repayment of the vendor loan that Cloetta has been extended by Leaf Holding as
part of the purchase price for Leaf. Resolutions that are passed by virtue of
the authorization can result in a minimum of 4,720,000 A-shares and 43,939,156
B-shares and a maximum of 9,440,000 A-shares and 91,056,340 B-shares being
issued (the maximum number of shares is based on full dilution for outstanding
convertibles in the company). The authorization includes the right to resolve on
an issue in cash, and the board of directors may, if it deems it appropriate,
allow shares to be paid by set-off. The new shares are entitled to dividend from
the date the shares are recorded in the share register held by Euroclear Sweden
AB.

The terms and conditions for the Rights Issue are in principal the following:

The board of directors will not later than on 24 January 2012 submit its full
proposal for the authorization, which will set forth the amount that the
company's share capital can be increased by based on the authorization, the
number of A- and B-shares that can be issued, and the subscription price to be
paid for each new share.

Owners of Class A-shares will have the right to subscribe for new A-shares and
owners of Class B-shares will have the right to subscribe for new B-shares
(primary preferential right). Shares not subscribed for with primary
preferential right will be offered to all shareholders (secondary preferential
right). If the number of offered shares is not sufficient for subscription with
secondary preferential rights, the shares will be distributed among the
subscribers in relation to the number of shares previously owned by them, and
should this not be possible, by the drawing of lots. In connection with a
transfer of a subscription right (primary preferential right), the secondary
preferential right is also transferred to the new holder of the subscription
right.

Regarding shares that have not been subscribed for by virtue of primary or
secondary preferential rights, allotment shall firstly be made to others who
have not subscribed based on subscription rights, and in the event that
allotment cannot be made in full to these, allotment shall be made pro rata in
relation to the number of shares that they subscribed for, and should this not
be possible, by the drawing of lots. Secondly, any remaining shares shall be
allocated to AB Malfors Promotor and Leaf Holding, acting as underwriters, in
accordance with the conditions of their respectively undertaking.

The record date for determining the right to receive subscription rights and the
subscription period will be determined by the board in connection with the
board's decision to issue new shares by virtue of this authorization.
Subscription by virtue of subscription rights shall be made by cash payment
during the subscription period. Subscription not based on subscription rights
shall be made through subscription on an application form during the same
subscription period, except that the underwriters referred shall have an
extended subscription period.

The extraordinary general meeting's resolution to authorize the board to
implement the Rights Issue requires amendments to the articles of association.

Special conditions relating to the proposed resolutions under item 7
The acquisition of Leaf is inter alia conditional upon approval to the merger by
the relevant competition authorities. The board's proposal for resolutions
regarding items 7(a)-(d) and the validity of the meetings' resolutions are
conditional upon such approval having been given at the latest 15 July 2012. In
addition, items 7(a)-(d) are conditional upon each other.

Special majority requirements and shareholder support relating to the proposed
resolutions under item 7
The proposal under item 7(b) is subject to the resolution by the extraordinary
general meeting being supported by shareholders representing at least two thirds
of the votes cast as well as the number of shares represented at the meeting. In
addition, according to the Swedish Securities Council's statement 2011:33, the
proposal under item 7(c) is subject to the resolution by the extraordinary
general meeting being supported by shareholders representing at least two thirds
of the votes cast as well as the number of shares represented at the meeting. AB
Malfors Promotor, the largest shareholder of Cloetta at the time of issuance of
this notice, holding approximately 52 per cent of the share capital and 74 per
cent of the votes in Cloetta has undertaken to vote in favour of the board's
proposal under item 7.

Documentation relating to the proposed resolutions under item 7
A separate information brochure regarding the merger will be made available for
the shareholders before the extraordinary general meeting.

Item 8 – Proposal by AB Malfors Promotor regarding election of new directors,
new chairman of the board and changes to the remuneration to be paid to the
directors
Following completion of Issue in Kind and the Rights Issue, AB Malfors Promotor
will hold 22.0 per cent of the share capital and 39.9 per cent of the votes in
Cloetta. CVC will hold 33.0 per cent of the share capital and 25.4 per cent of
the votes and Nordic Capital will hold 24.6 per cent of the share capital and
18.9 per cent of the votes. CVC's and Nordic Capital's shares will be held by
newly established holding companies.

AB Malfors Promotor, the largest shareholder of Cloetta at the time of issuance
of this notice, holding approximately 52 per cent of the share capital and 74
per cent of the votes in Cloetta has, before this extraordinary general meeting,
informed Cloetta that the future three major shareholders in Cloetta, i.e. AB
Malfors Promotor, CVC and Nordic Capital (the latter two initially through Leaf
Holding), as a part of the merger between Cloetta and Leaf, has entered into an
agreement that among others provides for the composition of the board of
directors in Cloetta. According to the agreement, each of the major shareholders
referred to shall be entitled to nominate two directors. In addition, three,
according to the major shareholders, independent directors shall be nominated,
of whom one shall be the chairman of the board. The future three major
shareholders have nominated Lennart Bylock, Hans Eckerström, Håkan Kirstein,
Adriaan Nühn, Robert-Jan van Ogtrop, Mikael Svenfelt, Olof Svenfelt, Meg Tivéus
and Peter Törnqvist to be directors. The nominated directors Mikael Svenfelt,
Olof Svenfelt and Meg Tivéus are currently directors of the board of Cloetta.

AB Malfors Promotor has, in light of the foregoing, proposed the following:

1. The number of members of the board of directors elected by the shareholders'
meeting shall be nine with no deputies, according to the below.

2. At Cloetta's annual general meeting 2011, the meeting resolved that
remuneration shall be paid with SEK 200,000 to the chairman of the board and SEK
175,000 to each of the other board members elected by the shareholders' meeting
and that remuneration for committee work shall be paid with SEK 30,000 to
members of the audit committee and SEK 20,000 to members of the remuneration
committee. In view of the increased work-load for the directors of the board due
to the merger with Leaf, it is proposed that the remuneration shall be adjusted
as follows. The remuneration for the period until the next annual general
meeting (estimated to be held during spring 2013) to each of the board members
elected by the shareholders' meeting shall be paid with SEK 250,000 and the
remuneration to the chairman of the board shall be paid with SEK 500,000.
Further, remuneration for committee work shall be paid with SEK 100,000 to each
member of the audit committee (the number of directors in the audit committee
may not exceed four) and to each member of the remuneration committee with SEK
50,000 (the number of directors in the remuneration committee may not exceed
four). Further, remuneration shall be paid with SEK 100,000 to each member of
the integration committee, a committee formed specifically for the integration
between Cloetta and Leaf, which committee shall be of a temporary nature. It is
further noted that the remuneration to the directors for the period from the
annual general meeting 2011 until the decision of the meeting under this item 8
takes effect, will be paid based on the remuneration levels decided at the
annual general meeting 2011; however in proportion to the length of the period
of mandate.

3. Lennart Bylock, Hans Eckerström, Håkan Kirstein, Adriaan Nühn, Robert-Jan van
Ogtrop and Peter Törnqvist shall be elected as new directors of the board. The
current directors, except for Mikael Svenfelt, Olof Svenfelt and Meg Tivúes,
have declared that they will resign as board members in Cloetta once the
appointment of the new directors takes effect. More information regarding the
proposed new directors will be available at the company's website,
www.cloetta.se.

4. Lennart Bylock shall be elected as the chairman of the board.

5. The resolution regarding this item 8 adopted by the extraordinary general
meeting shall not be valid until Cloetta announces that the company has closed
the acquisition of the shares in Leaf, such shares having been acquired in
accordance with item 7(a).

If the meeting approves this proposal, the board will once the resolution
becomes effective and until the next annual general meeting, consist of the
directors Lennart Bylock (chairman), Hans Eckerström, Håkan Kirstein, Adriaan
Nühn, Robert-Jan van Ogtrop, Mikael Svenfelt, Olof Svenfelt, Meg Tivéus and
Peter Törnqvist.

Cloetta's nomination committee has been informed about the agreement between the
future three major shareholders in Cloetta and of the proposal above, and has
therefore chosen not to submit any proposal regarding election of board of
directors, chairman of the board or remuneration to the directors.

Item 9 – Proposal by AB Malfors Promotor regarding amended guidelines for
remuneration to the executive management
At Cloetta's annual general meeting on 19 December, 2011 guidelines for
remuneration to the executive management was adopted. AB Malfors Promotor has,
in view of Cloetta's acquisition of Leaf, proposed that the guidelines that were
adopted at the annual general meeting 2011 shall be amended and that guidelines
for remuneration to the executive management as follows shall apply.

The remuneration to the managing director and other members of the executive
management and other executives reporting directly to the managing director
shall consist of fixed salary, variable salary, 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. Any variable salary
should be linked to predetermined and measurable criteria and be limited to the
equivalent of one fixed annual salary. The total remuneration shall correspond
to market practice and be competitive, and be related to responsibility and
authority. Upon termination of employment agreements by the company, the notice
period shall be no longer than 12 months. Any severance pay shall not exceed one
fixed annual salary. The company shall strive to have defined contribution
pension benefits. The retirement age shall be not less than 60 years and not
more than 67 years. These guidelines apply to agreements entered into after the
extraordinary general meeting, and to any changes made to existing agreements
thereafter. The board of directors may deviate from these guidelines only in
case special circumstances so warrant in an individual case.

In conformity with the proposed resolutions under item 7, according to AB
Malfors Promotor's proposal, the validity of the resolution by the extraordinary
general meeting pursuant to this item 9 shall be conditional upon the relevant
competition authorities having approved the merger between Cloetta and Leaf no
later than 15 July 2012.

Authorization
The board, or the person that the board will appoint, is authorized to make the
minor adjustments in the extraordinary general meeting pursuant to items
7(b)-(d) and 8 as may be required in connection with registration at the
Companies Registration Office and Euroclear Sweden AB.

Number of shares and votes
There are, at the time of issuance of this notice, in the aggregate 24,329,578
shares outstanding in Cloetta AB distributed on 2,360,000 A-shares and
21,969,578 B-shares. The total number of votes is 45,569,578 whereof 23,600,000
of the votes are represented by A-shares and 21,969,578 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 extraordinary general meeting regarding
the items on the agenda. Shareholders who wish to submit questions in advance of
the extraordinary general meeting, shall send these to Cloetta AB, Susanne
Beijar, 590 69 Ljungsbro, or per e-mail to susanne.beijar@cloetta.se.

Available documents
The board's complete proposals for decisions under item 7(b)-(d), reports and
statements under the Swedish Companies Act Ch. 13 6-8 §§ as well as information
regarding the proposals under item 7 will be available to the shareholders at
the company's office and at the company's website www.cloetta.se not later than
Wednesday, 25 January 2012, and will also be distributed to shareholders who
have notified their wish to receive the documents and have informed of their
postal address.

Ljungsbro, January 2012
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 16 January 2012, 08.00 a.m. 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 Extraordinary 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