Notice

The shareholders of RNB RETAIL AND BRANDS AB ("RNB") are hereby
summoned to the Extraordinary General Meeting to be held on Thursday,
September 10, 2009, at 4 p.m. at the Company's premises at
Regeringsgatan 29 in Stockholm.

Participation etc
To be entitled to participate at the Meeting, shareholders
must be recorded in the register of shareholders maintained by
Euroclear AB (formerly VPC AB) on Friday, September 4, 2009 at the
latest; and
must notify the Company of their intention to attend the Meeting no
later than on Tuesday September 8, 2009, under the address P.O. Box
16142, SE-103 23 Stockholm, or by calling +46 8 410 520 60 or
emailing ann-charlotte.bjorkman@rnb.se. When notifying the Company,
information on the number of shares, name, personal registration
number, address, telephone number and any attending advisors shall be
included.

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee
through the trust department of a bank or similar institution must,
in order to be entitled to participate in the Meeting, request that
their shares are temporarily re-registered in their own names in the
register of shareholders maintained by Euroclear. Such registration
must be effected well in advance of September 4, 2009, when
registration must have been completed.

Number of shares and votes
As of the date of this notice, the Company has issued totally
114,157,664 shares with one vote each.

Proposed Agenda
1                    Opening of the Meeting.
2                    Election of Chairman of the Meeting.
3                    Drawing up and approval of the voting list.
4                    Approval of the agenda.
5                    Election of one or two persons to attest the
accuracy of the minutes.
6                    Decision on whether due notice of the Meeting
has been made.
7                    Approval of the Board of Directors' resolution
on a private placement.
8                    Approval of the Board of Directors' resolution
on a preferential rights issue.
9                    Election of member of the Board and remuneration
10                  Conclusion of the Meeting.

Motion under item 7
The Board of Directors of RNB proposes that the Extra General Meeting
approve a directed share issue to Konsumentföreningen Stockholm
("KfS"), whereby the Company's share capital will be increased by no
more than SEK 34,959,350 through the issue of not more than
34,959,350 new shares. The issue price is SEK 6.15 per share. The
final date for subscription of and payment for the new shares is
September 15, 2009.

The reasons for deviating from the preferential rights of existing
shareholders are as follows. The Board of Directors has concluded
that the company requires a capital contribution of slightly more
than SEK 200 M and that the most suitable alternative for the
company, in part considering the rights issue of SEK 340 M
implemented in autumn 2008, is to implement a directed share issue,
as described above. The Board of Directors has also decided to
propose a rights issue for the company's existing shareholders in the
amount of approximately SEK 100 M, as described in Item 8 below, to
enable existing shareholders to subscribe for shares on the same
terms as those applying to KfS. As a result, the company's financial
freedom of action will be further strengthened.
RNB and KfS have entered into an agreement under which KfS undertakes
to subscribe for all of the shares covered by the directed share
issue. The issue price was set following negotiations with KfS and is
adjudged, considering the prevailing market conditions, to be a
commercial price taking into account the issue volume, time factor
and subscription undertaking.

Motion under item 8
The Board of Directors of RNB proposes that the Extra General Meeting
approve a rights issue, whereby the Company's share capital will be
increased by not more than SEK 16,308,237 through the issue of not
more than 16,308,237 new shares. The Company's existing shareholders
will have preferential rights to subscribe for the new shares,
whereby seven (7) existing shares will provide entitlement to
subscription of one (1) new share for a cash amount of SEK 6.15 each.
Shares not subscribed for on the basis of preferential rights will
primarily be offered to those persons who have subscribed for the
shares on the basis of preferential rights and, in the event of
over-subscription, will be allotted on a pro rata basis in relation
to the number of subscription rights that such persons have exercised
for subscription of shares. The record date for participation in the
rights issue shall be September 21, 2009. Subscription of new shares
based on preferential rights may take place from September 25 through
October 9, 2009. Subscription based on preferential rights shall
occur by means of payment. Subscription that is not based on
preferential rights shall be effected using a special subscription
list, whereby payment for any allotted shares shall be rendered in
cash in accordance with the instructions on the settlement note.

Motion under item 9
It is proposed that Laszlo Kriss be elected to the Board of
Directors.
Laszlo Kriss. Born 1946.
President of Konsumentföreningen Stockholm (KfS) since 1996. He is
Chairman of Atrium Ljungberg AB and Board member of KfS and MedMera
Bank AB. Between 1986 and 2006, Kriss was president of various
property companies including KF Fastigheter, Fastighets AB Brogatan
and Atrium Fastigheter AB.
It is proposed that Laszlo Kriss receives a remuneration of SEK
52,000 for the period until the next annual general meeting. The
remuneration corresponds to approximately 50 per cent of the annual
remuneration paid to directors not employed by the company.

For a resolution under Item 7 to be valid it is required that it be
supported by shareholders representing at least two thirds of the
votes cast and shares represented at the Meeting. For a resolution
under Item 8 to be valid it is required that it be supported by
shareholders representing at more than half of the votes cast.
Certain major shareholders, representing about 30 percent of the
shares in the company, take a positive view of the share issues and
the proposed election to the Board of Directors and have undertaken
to support these motions at the Extraordinary General Meeting.

The Board of Directors' complete proposal under items 7 and 8 above,
including documents according to Chapter 13, Section 6, of the
Companies Act, will be available at the Company and on the Company's
website, www.rnb.se, as of August 27, 2009 and will be sent to those
shareholders that so request and state their postal address.

A form for power of attorney is available at www.rnb.se/poa
RNB RETAIL AND BRANDS AB (publ)
Stockholm in August 2009
The Board of Directors