The board of directors of Cloetta resolves on a rights issue

The board of directors of Cloetta resolves on a rights issue

This press release may not be published or distributed, in whole or in part,
directly or indirectly, in the United States., Canada, Japan, Hong Kong or
Australia or any other country where such publication or distribution would
violate applicable laws or rules or would require additional documents to be
completed or registered or require any measure to be undertaken, in addition to
the requirements under Swedish law. For further information, please see
"Important notice" in this press release. This press release has been published
in Swedish and English. In the event of any discrepancy in content between the
language versions, the Swedish version shall prevail.

The Board of Directors of Cloetta AB (publ) ("Cloetta") has today, making use of
the authorisation by the Extraordinary General Meeting on 15 February 2012,
resolved on a rights issue of no more than 9,440,000 A-shares and no more than
89,305,900 B-shares (Note 1). Assuming full subscription of the rights issue the
proceeds will be approximately SEK 1,065 million before deduction of issue
costs. The purpose of the issue is to use the proceeds of the issue as repayment
of the vendor loan note that Cloetta extended to Leaf Holding S.A. as part of
the purchase price for Leaf Holland B.V. ("LEAF").

The terms and conditions of the rights issue are in summary the following:

  · Subscription period: 19 March 2012 up to and including 4 April 2012.
  · Subscription price: SEK 10,79 per each share. No commission will be charged.
  · Record date: 15 March 2012. Last day of trading including the right to
receive subscription rights is 12 March 2012. First day of trading excluding the
right to receive subscription rights is 13 March 2012. Trading in subscription
rights for B-shares will take place on NASDAQ OMX Stockholm.(Note 2)
  · Issue volume: The offer comprises no more than 9,440,000 A-shares and no
more than 89,305,900 B-shares, which means that the issue proceeds will be
approximately SEK 1,065 million, before deduction of issue costs, if the rights
issue is fully subscribed.
  · Preferential rights: Each current A-share in Cloetta carries entitlement to
one subscription right of series A, and each current B-shares carries
entitlement to one subscription right of series B. One subscription right of
series A or series B respectively entitles to subscribe for four new shares of
the respective share class. To the extent that new shares are not subscribed for
using primary preferential right, these are to be offered for subscription to
all shareholders (secondary preferential right). If the subscription right (the
primary preferential right) is sold, the secondary preferential right, too, is
transferred to the new holder of the subscription right. In addition, investors
are offered to subscribe for shares without preferential rights. The previous
shareholders in LEAF, Nordic Capital Fund V ("Nordic Capital") and funds advised
by CVC Capital Partners ("CVC"), that through Leaf Holding S.A. holds
165,186,924 C-shares in Cloetta do not participate in the rights issue with
primary preferential right.

Subscription commitment and guarantee agreement

AB Malfors Promotor has made a commitment to subscribe for its pro rata share of
the rights issue, equivalent to approximately 51 percent (Note 3) of the new
shares and a new investment in Cloetta of approximately SEK 545 million. In
addition, AB Malfors Promotor, CVC and Nordic Capital (the two latter through
Leaf Holding S.A.), have agreed to underwrite the remainder of the rights issue.
Consequently, 100 percent of the rights issue is committed and underwritten. The
underwriting commitment is done without the charging of underwriting commission.

Timetable for the rights issue

12 March 2012                     Last day of trading in Cloetta's B-shares
including the right to receive subscription rights.

13 March 202                      First day of trading in Cloetta's B-shares
excluding the right to receive subscription rights.
                                          Publication of the prospectus.

15 March 2012                    Record date, i.e. shareholders that are
registered in the share register of Cloetta this day
                                         will receive subscription rights to
subscribe for new shares in the rights issue.

19 March - 30 March 2012   Trading in subscription rights.

19 March - 4 April 2012        Subscription period.

Around 13 April 2012           Announcement of outcome.

Advisors
Handelsbanken Capital Markets is Sole Lead Manager and Bookrunner in the rights
issue and Cederquist is legal advisor to Cloetta.

For additional information contact
Jacob Broberg, Senior Vice President Corporate Communications and Investor
Relations, phone +46 70 190 00 33.

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 7 March 2012, 4.00 p.m. CET.

About Cloetta
Cloetta, founded in 1862, is a leading confectionary company in the Nordic
region, the Netherlands, and Italy. In total, Cloetta products are sold in more
than 50 countries worldwide. Cloetta owns some of the strongest brands on the
market, e.g. Läkerol, Cloetta, Jenkki, Kexchoklad, Malaco, Sportlife, Saila, Red
Band and Sperlari. Cloetta has 12 production units in six countries. Cloetta's
B-shares are traded on NASDAQ OMX Stockholm.

More information about Cloetta is available on www.cloetta.com.

Important notice
This press release is not an offer for subscription for shares in Cloetta. A
prospectus relating to the rights issue referred to in this press release will
be prepared and filed with the Swedish Financial Supervisory Authority. After
approval and registration of the prospectus by the Swedish Financial Supervisory
Authority, the prospectus will be published and made available on Cloetta's
website, subject to certain customary limitations arising from securities laws
and regulations.

The distribution of this press release in certain jurisdictions may be
restricted by law and persons into whose possession it or any part of it comes
should inform themselves about and observe any such restrictions. The
information in this press release shall not constitute an offer to sell shares
or the solicitation of an offer to buy shares, nor shall there be any sale of
any securities of the company in any jurisdiction.

This press release does not constitute or form part of an offer or solicitation
of an offer to purchase or subscribe for securities in the United States. The
securities referred to herein have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States absent registration under the Securities
Act or an exemption therefrom. No public offering of the securities referred to
herein is being made in the United States. Copies of this announcement are not
being, and may not be, distributed or sent, in whole or in part, directly or
indirectly, into the United States, Australia, Canada, Hong Kong or Japan.

Handelsbanken Capital Markets is acting for Cloetta and no one else in
connection with the rights issue and will not be responsible to anyone other
than the company for providing the protections afforded to their respective
clients or for providing advice in relation to the rights issue and/or any other
matter referred to in this announcement.

Handelsbanken Capital Markets accepts no responsibility whatsoever and makes no
representation or warranty, expressed or implied, for the contents of this
announcement, including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on its behalf, in
connection with Cloetta and the new shares, or the rights issue, and nothing in
this announcement is, or shall be relied upon as, a promise or representation in
this respect, whether as to the past or future. Handelsbanken Capital Markets
accordingly disclaims to the fullest extent permitted by law all and any
responsibility and liability whether arising in tort, contract or otherwise
which they might otherwise have in respect of this announcement or any such
statement.

This press release has not been approved by any regulatory authority. This press
release is not a prospectus and investors should not subscribe for or purchase
any securities referred to in this press release except on the basis of
information provided in the prospectus to be published by Cloetta on its website
in due course.

European Economic Area
Cloetta has not authorized any offer to the public of shares or rights, as
applicable, in any Member State of the European Economic Area other than Sweden.
With respect to each Member State of the European Economic Area other than
Sweden and which has implemented the Prospectus Directive (each, a "Relevant
Member State"), no action has been undertaken to date to make an offer to the
public of shares or subscription rights requiring a publication of a prospectus
in any Relevant Member State. As a result, the shares or subscription rights, as
applicable, may only be offered in Relevant Member States:

(a) to legal entities which are authorized or regulated to operate in the
financial markets or, if not so authorized or regulated, whose corporate purpose
is solely to invest in securities;

(b) to any legal entity meeting two or more of the following criteria: (1) an
average of at least 250 employees during the last financial year; (2) a total
balance sheet of more than EUR 43 million and (3) an annual net turnover of more
than EUR 50 million, as shown in its last annual or consolidated accounts; or

(c) in any other circumstances, not requiring the company to publish a
prospectus as provided under Article 3(2) of the Prospectus Directive.

For the purposes hereof, the expression an "offer to the public of shares or
rights, as applicable" in any Relevant Member State means the communication in
any form and by any means of sufficient information on the terms of the offer
and the shares or rights, as applicable, to be offered so as to enable an
investor to decide to purchase any securities, as the same may be varied in that
Relevant Member State by any measure implementing the Prospectus Directive in
that Member State and the expression "Prospectus Directive" means Directive
2003/71/EC and includes any relevant implementing measure in each Relevant
Member State.

United Kingdom
This communication is directed only at (i) persons who are outside the United
Kingdom and (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) to high net
worth entities falling within Article 49(2) (a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). Any investment
activity to which this communication relates will only be available to and will
only be engaged with, relevant persons. Any person who is not a relevant person
should not act or rely on this document or any of its contents.

Forward-Looking Statements
You are advised to read this announcement and, once available the prospectus and
the information incorporated by reference therein, in their entirety for a
further discussion of the factors that could affect the Cloetta's future
performance and the industries in which it operates. In light of these risks,
uncertainties and assumptions, the events described in the forward-looking
statements in this announcement may not occur.

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Note 1 The highest number of B-shares is based on the existing number of
B-shares in Cloetta, after the final day of conversion of employees'
convertibles having occurred on 25 February 2012. Since not all the holders of
convertibles have decided to convert to B-shares, the highest number of B-shares
that may be issued is lower than the highest number of B-shares that the
authorisation allows for.

Note 2 A-shares and subscription rights for A-shares are subject to post-sale
purchase rights pursuant to Cloetta's articles of association, and will not be
traded on NASDAQ OMX Stockholm.

Note 3 After dilution for new B-shares in Cloetta, issued due to employees
converting their convertibles.