Annual General Meeting of Cloetta Fazer AB

The Annual General Meeting of Cloetta Fazer AB will be held at 4:00 p.m. on Tuesday, 23 April 2002, at Collegium Teknikringen 7, Linköping.

Share option programme
Among other things, the Annual General Meeting will vote on the Board's proposed introduction of an option programme for members of Group Management and senior executives, a total of around sixty persons. The motive for the Board's proposal for an option programme involving deviation from the preferential right of shareholders is as follows:
"At present, the employees in Finland and Poland and newly hired employees in Sweden have no share-based incentive programme and the existing incentive programme for senior executives in Sweden is due to expire on 30 April 2003. A long-term, personal share ownership commitment can be expected to contribute towards giving the employees and shareholders common goals, as part of the employees' compensation would be tied to the company's long-term value growth. For the company, it is vital to create favourable conditions for recruiting and retaining competent personnel. The Board therefore feels that the offer is advantageous for the company and its shareholders."
The dilution effect upon full exercise of the share options corresponds to around 1.6 per cent of the share capital and around 0.6 of the voting rights.

Proposed board members
The nomination committee appointed by the principal shareholders has decided to propose the following members for election to the Board of Cloetta Fazer: Kurth Augustson, Lennart Bohlin (newly elected), Lennart Bylock, Hans Olof Danielsson, Anders Dreijer, Ulf Laurin and Olof Svenfelt. The nomination committee will supplement this proposal with an additional candidate at a later date. The current Chairman of the Board, Carl G. Björnberg, has declined re-election and Anders Dreijer will be appointed as the new Chairman. Board member Arne Håkansson has also declined re-election.
Lennart Bohlin was born in 1942 and holds a M.B.A. degree. He has served as Managing Director and CEO of Cloetta, later Cloetta Fazer, since 1989 and will retire from his post on 30 April 2002.

See also notice of the Annual General Meeting, which will be published as an advertisement in Dagens Industri, Östgöta Correspondenten and Post- och Inrikes Tidningar on Friday, 22 March 2002.