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 Tuesday, 29 April 2014 at 2:00 pm. at
Norra Latin, Drottninggatan 71B, Stockholm, 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 Wednesday, 23 April 2014, and
secondly, give notice to the company of their intention to attend the meeting no
later than Wednesday, 23 April 2014.

Notification shall be given in writing by mail to Cloetta AB, "Årsstämman", P.O.
Box 7841, SE-103 98 Stockholm, Sweden, by telephone +46-8 402 92 85 or by e-mail
to susanne.beijar@cloetta.com. Shareholders that are physical persons can also
give notification at the company's website www.cloetta.com/arsstamma2014. Name,
personal number/corporate registration number, address, telephone number and the
number, maximum two, of accompanying assistants, if any, should be stated when
notification is given.

Representatives of minors and corporate representatives shall submit
authorisation documents to the company well in advance of the Annual General
Meeting. Power of attorney forms are available on the company's website,
www.cloetta.com.

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 Wednesday, 23 April 2014 and should 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. Presentation of the annual report and the auditor's report, and the
consolidated financial statements and the consolidated audit report, for the
financial year 1 January – 31 December 2013
 8. Presentation by the President
 9. Report by the chairman of the board on the work of the board
10. Resolution on adoption of the income statement and the balance sheet as well
as the consolidated income statement and consolidated balance sheet
11. Resolution on disposition of the company's earnings according to the
approved balance sheet, and record day for any dividend
12. Resolution on discharge from personal liability of the directors and the
President
13. 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
14. Proposal regarding rules for the nomination committee
15. Proposal regarding guidelines for remuneration to the executive management
16. Proposal regarding long term share based incentive plan (LTI 2014)
17. Proposal regarding resolution to authorise the Board of Directors to resolve
on acquisition of own shares and transfer of own shares
18. Closing of the meeting

Proposals

The nomination committee, consisting of Christer Wagenius, chairman, appointed
by AB Malfors Promotor, Lars Åke Bokenberger, appointed by AMF Försäkring och
Fonder, Peter Rönström, appointed by Lannebo Fonder, Stefan Jacobsson, appointed
by Cidron Pord S.á.r.l. (Nordic Capital Fund V) and Godis Holdings S.á.r.l. (CVC
Capital Partners), and Lennart Bylock, appointed by the Board of Directors of
Cloetta AB, shall submit proposals to be resolved upon under items 2, 13 and 14
on the agenda.

Item 2 – Election of the chairman of the meeting

The nomination committee proposes that the lawyer Wilhelm Lüning is elected as
chairman of the meeting.

Item 11 – Resolution on disposition of the company's earnings according to the
approved balance sheet, and record day for any dividend

The Board of Directors proposes that no dividend is declared for the financial
year 1 January – 31 December 2013 and that the unappropriated earnings at the
disposal of the Annual General Meeting in the amount of SEK 2,777,771,180 are
carried forward.

Item 13 – 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 members 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 600,000 (500,000) and
each of the other directors elected by the Annual General Meeting shall be paid
a fee of SEK 275,000 (250,000). The nomination committee has further proposed
that fees shall be payable for work in the board's committees with SEK 100,000
(unchanged) to each member of the audit committee and with SEK 50,000
(unchanged) to each member of the remuneration committee. The proposal by the
nomination committee involves that the total fee to the board of directors
amounts to SEK 2,425,000 (3,350,000) including for work on the committees. The
auditor shall be paid in accordance with approved invoices.

3. Lilian Fossum Biner, Adriaan Nühn, Mikael Svenfelt and Olof Svenfelt shall be
re-elected as board members. Caroline Sundewall and Ann Carlsson shall be
elected new board members.

4. Caroline Sundewall shall be elected as chairman of the board.

5. The registered auditing company KPMG AB shall be re-elected as auditor until
the end of the next Annual General Meeting. KPMG AB will appoint Helene Willberg
as the auditor in charge.

Item 14 – 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 remuneration 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 15 – Proposal regarding guidelines for remuneration to the executive
management

The Board of Directors proposes that the remuneration to the President and other
members of the group management as well as other executives reporting directly
to the President shall consist of fixed salary, variable salary, other benefits
and pension. Where the Board of Directors finds it appropriate, such executives
shall also be offered to participate in long term share based incentive plans,
which shall be decided by the general meeting (see item 16). 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 be in line
with 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 on top of the notice period. 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 Annual General Meeting, and in case changes are made to
existing agreements after this point in time. The Board of Directors shall be
entitled to deviate from the guidelines in individual cases if there are special
reasons for it.

Item 16 – Proposal regarding long term incentive plan (LTI 2014)

The Board of Directors proposes that the Annual General Meeting resolves on a
long term share based incentive plan (LTI 2014) for Cloetta AB (publ)
("Cloetta") as follows.

Participants in LTI 2014

LTI 2014 comprises of approximately 66 employees (not more than 75 employees)
consisting of group management and certain key employees within the Cloetta
Group, divided into two categories. The first category is comprised of
approximately 44 employees who have been considered to have a significant direct
impact on the results of Cloetta. The second category is comprised of
approximately 22 employees, consisting of individuals who have been considered
to have an indirect impact on the results of Cloetta.

Personal shareholding, grant of share rights and vesting period

To participate in LTI 2014, the participant must have a personal shareholding in
Cloetta ("Investment Shares"), which shall be allocated to LTI 2014. The
Investment Shares may be acquired specifically for purposes of LTI 2014, or be
shares already held by the participant, provided that these have not been
allocated to the previous incentive plan. The participant may as a maximum
invest approximately 10 per cent of the participant's annual salary for 2014
before tax, in LTI 2014. For the first category of participants, each Investment
Share gives entitlement to one (1) matching share right ("Matching Share Right")
and four (4) performance share rights ("Performance Share Right") (together
referred to as "Share Rights"). For the second category, each Investment Share
gives entitlement to one (1) Matching Share Right and two (2) Performance Share
Rights. The Share Rights will be granted to the participant following the Annual
General Meeting 2014 in connection with, or shortly after, an agreement is made
between the participant and Cloetta concerning participation in LTI 2014.
Allocation of B-shares, if any, on the basis of Share Rights will, except for in
exceptional circumstances, occur after the announcement of Cloetta's interim
report for the first quarter 2017 (the "Vesting Period").

Terms for all Share Rights

For all Share Rights the following conditions apply:

  · The Share Rights are granted free of charge.
  · Each Matching Share Right entitles the participant to receive, free of
charge, one Cloetta B-share on condition that the participant remains employed
within the Cloetta Group and that the participant continues to hold all the
Investment Shares during the entire Vesting Period. Allocation of B-shares on
the basis of Performance Share Rights requires, in addition, fulfilment of two
performance targets.
  · The participants are not entitled to transfer, pledge or dispose of the
Share Rights or perform any shareholders' rights regarding the Share Rights
during the Vesting Period.
  · Cloetta will not compensate the participants in the plan for dividends made
in respect of the shares that the respective Share Right qualifies for.

Performance Share Rights

The number of Cloetta B-shares that will be allocated to the participant based
on the participant's holding of Performance Share Rights will depend on the
level of fulfilment of two performance targets, one of which relates to
Cloetta's EBITA level during 2016 and the other relates to growth in Cloetta's
compounded net sales value during 2014, 2015 and 2016. A minimum level and a
maximum level for each of the performance targets have been established by the
Board of Directors. In order for every Performance Share Right to give
entitlement to one (1) B-share in Cloetta, the maximum level for both
performance targets must have been fulfilled. Where the level of fulfilment is
between the minimum and maximum levels, allotment will occur on a linear basis
in stages, whereby each of the two performance targets is given equal importance
in terms of entitling the participant to B-shares. Cloetta intends to present
the level of fulfilment of the performance targets in the 2016 annual report.

Scope, hedging and estimated costs

As a maximum, 1,773,840 B-shares in Cloetta can be allocated to the participants
under LTI 2014, which represents approximately 0.6 per cent of all shares and
0.5 per cent of all votes in the company. The number of B-shares included in LTI
2014 shall, under conditions that the Board of Directors stipulates, be subject
to recalculation where Cloetta implements a bonus issue, a share split or a
reverse share split, a rights issue or similar measures, taking into account
customary practice for similar incentive plans.

The Board of Directors has considered two alternative hedging methods for LTI
2014; either a hedging arrangement (equity swap) with a bank securing delivery
of shares under the plan or transfer of own shares to participants in LTI 2014
who are entitled to such. The Board of Directors considers the latter
alternative to be the main alternative. The Board of Directors has therefore
proposed that the Annual General Meeting shall resolve to authorize the Board of
Directors to acquire own shares and transfer of own shares according to item 17
in the notice to the Annual General Meeting. If the Annual General Meeting
should not approve the proposal by the Board of Directors according to item 17
in the notice to the Annual General Meeting, the Board of Directors may enter
into the hedging arrangement set out above with a bank to secure the obligation
of the company to deliver shares under the plan. Such a hedging arrangement with
a bank may also be used for the purpose to cover social security fees that
accrue under LTI 2014. Based on the closing price for the Cloetta share on 28
February 2014, a constant share price during the plan, and a Vesting Period of
approximately three (3) years, the total cost of LTI 2014 including social
security costs is estimated to amount to approximately MSEK 49, which on an
annual basis is approximately 1.3 per cent of Cloetta's total staff costs during
the financial year 2013. LTI 2014 has no limitation on maximum profits per Share
Right for the participants and therefore no maximum social security costs can be
calculated.

Majority requirement

A resolution to introduce LTI 2014 in accordance with the Board of Directors'
proposal is valid where supported by shareholders holding more than half of the
votes cast at the Annual General Meeting.

Item 17 – Proposal regarding resolution to authorise the Board of Directors to
resolve on acquisition of own shares and transfer of own shares

The Board of Director's proposal according to this item is subject to the
condition that the Annual General Meeting has passed a resolution on a long term
share based incentive plan in accordance with item 16 above.

A. Acquisition of own shares

The Board of Directors proposes that the Annual General Meeting resolves to
authorize the Board of Directors to, prior to the next Annual General Meeting,
on one or several occasions, resolve on acquisition of the company's own shares
as follows.

  · A maximum of 1,773,840 B-shares may be acquired.
  · Acquisitions shall be conducted on NASDAQ OMX Stockholm at a price that is
within the registered range for the share price prevailing at the time (the
so‐called spread), that is, the range between the highest ask price and the
lowest bid price and observing the, from time to time, applicable rules set out
in the NASDAQ OMX Stockholm Rule Book for Issuers. Where an acquisition is
effected by a stock broker as assigned by the company, the share price may,
however, correspond to the volume weighted average price during the time period
within which the shares were acquired, even if the volume weighted average price
on the day of delivery to the company falls outside the spread.
  · Payment of the shares shall be made in cash.
  · Acquisitions shall be made for the purpose to secure the company's
obligations (including costs for social security fees) under LTI 2014 (as
defined under item 16 in the notice to the Annual General Meeting), and other,
at any time, share based incentive plans adopted by the shareholders' Annual
General Meeting.

B. Transfer of own shares

The Board of Directors proposes that the Annual General Meeting decides on
transfer of own shares in the company as follows.

  · Not more than 1,773,840 B-shares may be transferred (or a higher number of
shares due to recalculation as a result of a bonus issue, split, rights issue or
similar actions).
  · The shares may be transferred to participants in LTI 2014 who, under the
terms for LTI 2014, are entitled to receive shares.
  · Transfer of shares shall be made at the time and according to the other
terms pursuant to which participants in LTI 2014 are entitled to receive shares.

The reason for deviating from the shareholders' preferential rights is that the
transfer of shares is part of the execution of LTI 2014. Therefore, the Board of
Director is of the opinion that the transfer of shares in accordance to the
proposal is to the benefit of the company.

Majority requirement

A resolution in accordance with item 17 A above is valid where supported by
shareholders representing at least two thirds of both the votes cast and the
shares represented at the Annual General Meeting. A resolution by the Annual
General Meeting in accordance with item 17 B above is valid where supported by
shareholders representing at least nine tenths of both the votes cast and the
shares represented at the Annual General Meeting.

Number of shares and votes

At the time of issuing this notice there were in the aggregate 288,619,299
shares outstanding in Cloetta AB distributed on 9,861,614 A-shares and
278,757,685 B-shares. The total number of votes is 377,373,825 whereof
98,616,140 of the votes are represented by A-shares and 278,757,685 of the votes
are represented by B-shares. Cloetta AB held, at the time of issuing this
notice, no own shares in treasury.

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, the Board of Directors, Kista
Science Tower, SE-164 51 Kista, Sweden, or per e-mail to
susanne.beijar@cloetta.com.

Interpretation

As a service to the shareholders, the meeting will be simultaneously interpreted
into English.

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 11, 15
and 16 will be available to the shareholders at the company's office and at the
company's website www.cloetta.com not later than Tuesday, 8 April 2014, and will
also be distributed to shareholders who have notified their wish to receive the
documents and have informed of their postal address. The complete proposal
regarding the resolution under item 16 (LTI 2014) will be distributed
automatically to all shareholders.

Stockholm, March 2014

Cloetta AB (publ)

The Board of Directors

The information contained in this press release is such that Cloetta is required
to disclose pursuant to the Swedish Financial Instruments Trading Act and/or the
Swedish Securities Markets Act. The information was submitted for publication on
25 March 2014 at 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.
Media contact
Jacob Broberg, SVP Corporate Communications & Investor Relations, 46 70 190 00
33.
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, such as Läkerol, Cloetta, Jenkki, Kexchoklad, Malaco, Sportlife, Saila,
Red Band and Sperlari. Cloetta has 10 production units in five countries.
Cloetta’s class B-shares are traded on NASDAQ OMX Stockholm. More information
about Cloetta is available on www.cloetta.com