Notification to AGM 2014

The shareholders of RNB RETAIL AND BRANDS AB are hereby summoned to the Annual
General Meeting on Thursday, January 16, 2014 at 5:00 p.m. at the Company’s
offices 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 Friday, January 10, 2014

-          notify the Company of their intention to attend the Meeting no later
than Monday January 13, 2014, under the address RNB RETAIL AND BRANDS AB, Box
161 42, SE-103 23 Stockholm, or by calling +46 (0)8-410 520 00 or by fax to +46
(0)8‑410 522 90 or by emailing:
ann-charlotte.rudels@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.

Trustee-registered shares

To be eligible to participate in the Annual General Meeting, shareholders whose
shares are registered in the name of a trustee 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 trustees of this well in advance of January 10, 2014, the date
at which such re-registration must be completed.

Number of shares and votes

The Company has a total of 33 912 176 shares carrying one vote each.

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 Address by the President.
8 Presentation of the Annual Report and the Auditors’ Report as well as the
Consolidated Accounts and the Auditors’ Report on the Consolidated Accounts for
the September 1, 2012 – August 31, 2013 fiscal year.
9 Adoption of the Income Statement and Balance Sheet and the Consolidated Income
Statement and Consolidated Balance Sheet.
10 Resolution concerning disposition of the Company’s profits in accordance with
the adopted balance sheet.
11 Resolution concerning discharge from liability of the Board of Directors and
of the President.
12 Determination of the number of Board members and the number of auditors and
deputy auditors.
13 Determination of the remuneration to be paid to the Board of Directors and
auditors.
14 Election of the Board of Directors and Chairman of the Board.
15 Election of Auditors.
16 Closing of the Meeting.

Draft resolutions

Election of Chairman of the Meeting (item 2)
The Annual General Meeting on January 17, 2013 passed a resolution on the
principles for the appointment of the Nomination Committee, etc. The Nomination
Committee’s proposal below is supported by shareholders representing
approximately 46 percent of the share capital and votes in the company.
The Nomination Committee proposes that Laszlo Kriss be elected Chairman of the
Meeting.

Resolution concerning the disposition of the Company’s profit/loss in accordance
with the adopted balance sheet (item 10)
The Board of Directors proposes that no dividend be paid for the September 1,
2012 – August 31, 2013 fiscal year, and that the unappropriated earnings at the
disposal of the Annual General Meeting be carried forward.

Election of Board members, remuneration, etc (Items 12, 13 and 14)

The Nomination Committee proposes:
- that the Board of Directors comprise six members,
- that the number of auditors be one without any deputy auditors,
- that fees totaling SEK 1,275,000 be paid to the Board of Directors as follows:
SEK 350,000 to the Chairman of the Board, SEK 160 000 to each non-executive
Board member, with a special fee of SEK 75,000 to be paid to the Chairman of the
Audit Committee and SEK 25,000 to each of the other two members of the Audit
Committee,
- that Auditor’s fees be paid in accordance with approved invoices,
- that Laszlo Kriss, Ann-Sofie Danielsson, Per Thunell, Ivar Fransson and
Michael Lemner be re-elected as Board members, and that Monica Elling be elected
as new member.

Election of Auditor (Item 15)
The Nomination Committee proposes that Ernst & Young be elected as the Company’s
auditor for the period ending at the close of the 2015. The auditing firm
intends to appoint Authorized Public Accountant Johan Eklund as the Auditor in
Charge.

___________________________________________

The Annual Report documentation according to Item 8 above, including the
Auditors’ Report pursuant to Chapter 8, Section 54 of the Swedish Companies Act,
will be available at the company’s offices at Regeringsgatan 29, Stockholm and
on the Company’s website www.rnb.se no later than December 26, 2013 and will be
sent to shareholders who so request and who submit their postal address.
Shareholders are reminded of their right pursuant to Chapter 7, Section 32 of
the Swedish Companies Act to request information from the Board of Directors and
President. Information on all the members nominated to RNB’s Board of Directors
and the Nomination Committee’s statement supporting the proposal concerning the
election of Board members is available on the Company’s website as of
December19, 2013.

The form for power of attorney is available for downloading at: www.rnb.se.

RNB RETAIL AND BRANDS AB (publ)

Stockholm, December 2013

Board of Directors