Statement of the Special Committee of the Board of Directors of Cloetta Fazer AB (publ) in relation to the public offer by Oy Karl Fazer Ab for the shares in Cloetta Fazer

Background
This statement is issued by the Special Committee of the Board of Directors of Cloetta Fazer AB (publ) ("Cloetta Fazer") pursuant to Item II.14 in NASDAQ OMX Stockholm AB's takeover rules (2007-07-01).

Oy Karl Fazer Ab ("Fazer") announced on 16 June 2008 a public offer to Cloetta Fazer's shareholders to transfer all shares in Cloetta Fazer to Fazer (the "Offer"). According to the Offer, Cloetta Fazer's shareholders are being offered to transfer their shares in Cloetta Fazer for a combination of cash and shares in Cloetta AB (publ) ("Cloetta"). The Offer consists of SEK 202 in cash and 0.92 shares of class B in Cloetta for each share in Cloetta Fazer.

Prior to the Offer, Fazer holds 2,300,000 shares of class A and 2,697,027 shares of class B representing approximately 20.7 per cent of the share capital and approximately 38.9 per cent of the votes in Cloetta Fazer. AB Malfors Promotor ("Malfors"), and a number of individuals related to Malfors, with a total holding representing approximately 26.6 per cent of the share capital and approximately 41.8 per cent of the votes in Cloetta Fazer, support the Offer and have committed to accept the Offer and to vote for the proposals at the general meetings in Cloetta Fazer that will be submitted pursuant to the de-merger and the Offer. A number of affiliates to Fazer, with a total holding representing approximately 27.4 per cent of the share capital and approximately 10.0 per cent of the votes in Cloetta Fazer, support the Offer and have committed to transfer their shares in Cloetta Fazer to Fazer or its subsidiary, and to vote for the proposals at the general meetings in Cloetta Fazer that will be submitted pursuant to the de-merger and the Offer. Fazer holds, together with shareholders that in accordance with the foregoing have committed to support the Offer, shares corresponding to approximately 74.7 per cent of the share capital and approximately 90.7 per cent of the votes in Cloetta Fazer.

Cloetta Fazer's Board of Directors has previously decided to appoint a Special Committee to manage questions relating to the Offer (the "Committee"), consisting of the two, at a general meeting appointed, Board members Meg Tivéus and Christer Zetterberg and the two employee representatives Birgitta Hillman and Lena Grönedal. The Board members Karsten Slotte, Berndt Brunow and Anders Dreijer are considered to have a conflict of interest with respect to the Offer due to their connections with Fazer. The Board member Olof Svenfelt is also considered to have a conflict of interest due to his connection with Malfors, who is a party to the agreement with Fazer concerning the de-merger of Cloetta Fazer. On behalf of Cloetta Fazer, the Committee has evaluated the Offer and finds that it is in the interest of Cloetta Fazer's shareholders to disclose the Committee's view of the Offer.

The Offer was submitted considering that the two principal owners of Cloetta Fazer had struck an agreement concerning a de-merger of Cloetta Fazer. Through the de-merger, Cloetta Fazer creates the two companies Cloetta and Fazer Konfektyr. The Offer constitutes a part in the process of the de-merger and encompasses the shares in Cloetta Fazer, from which the business related to Cloetta will be separated provided that the annual general meeting of Cloetta Fazer 25 November 2008 resolves to distribute the shares in Cloetta as dividend to the shareholders in Cloetta Fazer.

The acceptance period of the Offer is expected to begin on 8 December 2008 and end on 29 December 2008. The Offer is inter alia conditional upon Cloetta Fazer's shareholders, by a majority vote, resolving on a dividend in the form of shares in Cloetta under the so-called Lex Asea rules to the shareholders of Cloetta Fazer. The Offer is not conditional upon Fazer becoming holder of more than 90 per cent of all shares in Cloetta Fazer.

The Recommendation by the Committee
The Committee has based its recommendation on an overall assessment of factors that the Committee has deemed to be relevant in relation to the Offer, such as assumptions regarding Cloetta Fazer's business, profit and financial position. In addition thereto, the Committee has also taken into account that the Offer constitutes a part in the process of the de-merger of Cloetta Fazer.

The Committee has engaged ABG Sundal Collier as financial advisor in relation to the evaluation of the Offer. ABG Sundal Collier has rendered a fairness opinion to the Committee to the effect that the tendered Offer is fair, from a financial perspective, to the shareholders in Cloetta Fazer (subject to the conditions and assumptions set out in the fairness opinion). The fairness opinion will be published in full in the offer document that will be issued and disclosed by Fazer. Based on the above, the Committee has unanimously decided to recommend Cloetta Fazer's shareholders to accept the Offer.

This statement shall in all respects be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this statement shall be settled exclusively by Swedish courts.
Stockholm 24 November 2008
The Special Committee of the Board of Directors of Cloetta Fazer AB (publ)


For further information contact:

Christer Zetterberg, tel + 46 8 534 817 02
Committee chairman

Website: www.cloettafazer.com