Cloetta announces terms of the rights issue

Cloetta announces terms of the rights issue

This press release may not be published or distributed, in whole or in part,
directly or indirectly, in the USA, 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” or “the Company”) has
previously suggested that the extraordinary general meeting, to be held on
February 15, authorizes the Board of Directors to resolve on a rights issue of
approximately SEK 1,050 million (“the Rights Issue”) to finance the merger with
LEAF Holland B.V. (“LEAF”) (“the Transaction”). The Board of Directors of
Cloetta today announces the terms of the Rights Issue as a part of its complete
proposal of authorization.

Terms of the Rights Issue

The Board of Directors of Cloetta has determined the terms of the Rights Issue,
which was announced on December 16, 2011. The Rights Issue is subject to the
approval of the proposed authorization of the Board of Directors to carry out
the Rights Issue by the extraordinary general meeting, to be held on Wednesday,
February 15, 2012.

Each current share of class A in Cloetta entitles to one (1) subscription right
of class A and each current share of class B entitles to one (1) subscription
right of class B. One (1) subscription right of class A or class B respectively
entitles to subscribe four (4) new shares of the respective share class. The
share capital can maximally increase by SEK 502,481,700. The maximum number of
shares to be issued amounts to 9,440,000 A-shares and 91,056,340 B-shares (based
on full dilution from the outstanding convertibles in the Company).

The subscription price is SEK 10.79 per share, which is equivalent to a total of
approximately SEK 1,050 million in proceeds (before deduction of costs
attributable to the Rights Issue).

The record date for receiving subscription rights as well as the subscription
period will be resolved on, using the authorization by the extraordinary general
meeting, by the Board of Directors in connection with its resolution on the
Rights Issue. The record date, subscription period and trading in subscription
rights is expected to take place in March, 2012.

To the extent that new shares are not subscribed for using primary preferential
right, these are to be offered for subscription to all shareholders (subsidiary
preferential right). If the subscription right (the primary preferential right)
is sold, the subsidiary preferential right, too, is transferred to the new
holder of the subscription right. In addition, investors are offered to
subscribe for shares without preferential right.

Commitments to subscribe

AB Malfors Promotor, the largest shareholder of Cloetta, 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 Transaction and certain other resolutions
connected to the Transaction at the extraordinary general meeting and subscribe
for its pro rata share of the Rights Issue, equivalent to a new investment in
Cloetta of at least SEK 545 million.

In addition, AB Malfors Promotor and the main shareholders of LEAF, funds with
CVC Capital Partners (“CVC”) as advisors and Nordic Capital Fund Limited V
(“Nordic Capital”) (both indirectly through LEAF Holding S.A.), have agreed to
underwrite the remainder of the Rights Issue. Consequently, 100 per cent of the
Rights Issue is committed and underwritten. The underwriting commitment is done
without the charging of underwriting commission.

Issue in kind to LEAF Holding S.A.

According to the agreement between Cloetta, on one side, and CVC and Nordic
Capital (through LEAF Holding S.A.), on the other, CVC and Nordic Capital will
as part of the consideration for LEAF receive C-shares in Cloetta equivalent to
57.6 per cent of the share capital after full dilution from the Rights
Issue.(Not 1) As a consequence of the specified terms of the Rights Issue, the
number of C-shares to be issued to CVC and Nordic Capital will amount to
165,186,924.

Advisors

Handelsbanken Capital Markets is Sole Lead Manager and Bookrunner in the Rights
Issue and Cederquist is legal advisor to Cloetta.

Media inquiries, please contact:

Christina Björck, Head of Communications, Cloetta, +46 70 544 88 78

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
January 24, 2012 at 08:00 CET.

About Cloetta

Founded in 1862, Cloetta is the oldest confectionery company in the Nordic
region. The company’s key brands are Kexchoklad, Center, Plopp, Polly,
Tarragona, Guldnougat, Bridge, Juleskum, Sportlunch and Extra Starka. Cloetta
has two production units in Sweden, one in Ljungsbro and one in Alingsås.
Cloetta’s B-shares have been traded on NASDAQ OMX Stockholm since 16 February
2009.

More information about Cloetta, including the annual report for 2010/2011, as
well as information on the merger with LEAF, 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 and
the subsequent listing of new shares at NASDAQ OMX Stockholm 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 or the
solicitation of an offer to buy, 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 rights requiring a publication of a prospectus in any
Relevant Member State. As a result, the shares or 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
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

This press release contains forward-looking statements that reflect management’s
current views with respect to certain future events and potential financial
performance. Although Cloetta believes that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct. Accordingly, results could differ
materially from those set out in the forward-looking statements as a result of
various factors. 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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Not 1. Before dilution from, at the time of the agreement, outstanding
convertibles in the Company.