The Board of Cloetta Fazer AB recommends the shareholders not to accept the offer from Oy Karl Fazer Ab

Background Oy Karl Fazer Ab (”Fazer”) announced on 17 February, 2005 through a press release its decision to make a public offer to the shareholders and holders of warrants 2002/2006 (“Cloetta Fazer warrants”) issued by Cloetta Fazer AB (“Cloetta Fazer”) to sell all their shares and Cloetta Fazer warrants to Fazer (the ”Offer”). The Offer is made pursuant to the rules on mandatory offers in the Rules on public offers adopted by the Swedish Industry and Commerce Stock Exchange Committee (“Take-over rules”). Cloetta Fazer is listed on the O-list of the Stockholm Exchange. Fazer is offering SEK 240 cash for each share of series A and series B respectively in Cloetta Fazer. Additionally, Fazer is offering holders of Cloetta Fazer warrants to sell these at cash price of SEK 30 per warrant. Should Fazer extend the acceptance period for the Offer resulting in shareholders who accept the Offer becoming entitled to the dividend decided at the 2005 AGM, the offer price will be reduced with the amount of dividend per share. Compared to the latest price paid for the Cloetta Fazer share on the Stockholm Exchange on 16 February, 2005, the last trading day before the announcement of the Offer, of SEK 220 per share, the Offer represents a premium of 9 per cent. Compared to the average price during the last 30 trading days before the announcement of the Offer of approx. SEK 221 per share the premium is 9 per cent. Since the announcement of the Offer, the Cloetta Fazer share has traded at prices exceeding the price per share in the Offer. At the close of business on 22 March, 2005 the last price paid was SEK 241. The prospectus for the Offer contains information to the effect that Fazer holds shares representing 24.2 per cent of capital and 40.2 per cent of votes of Cloetta Fazer. In addition, it is stated that Oy Cacava Ab, which has an ownership structure resembling Fazer’s, holds shares representing 28.5 per cent of capital and 10.4 per cent of shares of Cloetta Fazer. Fazer’s holding, together with the shares owned by Oy Cacava Ab, represents 52.7 per cent of capital and 50.6 per cent of votes of Cloetta Fazer. On 16 March 2005 Hjalmar Svenfelts stiftelse (Hjalmar Svenfelts Foundation), as owner of AB Malfors Promotor, announced that it will not accept Fazer’s Offer. AB Malfors Promotor owns shares representing 20.48 per cent of capital and 39.61 per cent of votes of Cloetta Fazer. Recommendation by Board of Directors pursuant to the Take-over rules The Board has considered the Offer and has engaged Carnegie Investment Bank AB (“Carnegie”) as financial advisor. Pursuant to Article II.14 of the Take-over rules, the Board of Directors of Cloetta Fazer makes the following recommendation. The Board considers Cloetta Fazer: · to have a very strong market position in Finland and Sweden · to have a number of exceptionally strong brands in the chocolate and confectionary markets in these countries. · has an efficient organisation, which together with the strong market position, has created a basis for a good and stable profitability long term · has a very strong financial position, which could open for capital restructuring measures and participation in the continued consolidation of the sector, i.a. through acquisitions. The Board of Directors has based its recommendation on a review of the circumstances which the Board has deemed relevant, including but not limited to the premium paid in other reference transactions on the Stockholm Exchange as well as various valuation approaches reflecting inter alia assumptions of Cloetta Fazer’s future financial performance and trading multiples. In this review the Board of Directors has considered i.a. the uncertainty surrounding projections and the effect on the future price development of the Cloetta Fazer share and Cloetta Fazer warrants. In view hereof, the Board of Directors unanimously recommends the shareholders not to accept the Offer. The Board of Directors recommends the holders of Cloetta Fazer warrants to accept the Offer in respect of such warrants. The Board would like to draw the shareholders attention to the above under Background referenced ownership situation in the company, which in the Board’s judgement, could result in less liquidity, i.e. reduced trading in the Cloetta Fazer share. This recommendation is supported by a fairness opinion provided by Carnegie pursuant to Article IV.3 of the Take-over rules. The fairness opinion is attached to this press release. Anders Dreijer, Berndt Brunow, Hans Olof Danielsson and Olof Svenfelt have not participated in the Board of Director’s deliberations and decisions regarding this recommendation. Stockholm, 23 March 2005 Cloetta Fazer AB (publ) The Board