Share and Shareholders

Share capital and capital structure

Following the issue in kind and conversion of the employee convertible program (see below), the Cloetta share capital amounted to SEK 949,366,995. The total number of outstanding shares amounts to 189,873,399 comprising 2,360,000 A-shares and 187,513,399 B-shares. The quota value is SEK 5 per share. Each A-share entitles to ten votes, and each B-share entitles to one vote at shareholders’ meetings. All shares entitle to equal participation in the company’s profits. The A-shares are subject to a pre-emption provision. Following the record date for the preferential rights issue and on the holder’s request, all C-shares issued on February 16 2012, have been converted into B-shares.

Issue in Kind 16 February

As part of the purchase price for LEAF, an Issue in Kind of non-listed C-shares have been pursued in favour of Nordic Capital and CVC through Leaf Holding S.A. The primary reason for issuing a new un-listed class of shares, i.e. C-shares is for Cloetta to subsequently be able to perform the Rights Issue without Leaf Holding S.A. receiving a preferential right. Following the record date for the preferential rights issue, all C-shares issued on February 16 2012, have been converted into B-shares.

Rights issue in March/April

A Rights Issue of A- and B-shares will be pursued in order to finance the cash part of the purchase price for the acquisition of LEAF. The subscription period runs 19 March-4 April 2012. 9,440,000 A-shares and 89,305,900 B-shares will be issued according to the terms set for the issue. Malfors Promotor, CVC and Nordic Capital (through Leaf Holding S.A.), have agreed to underwrite the remainder of the Rights Issue. Following the rights issue, Malfors Promotor has agreed to convert part of its holding of A-shares to B-shares.

Shareholders

Following the completion of the Issue in Kind on 16 February 2012, the shareholder structure in Cloetta is as specified below:

Following the completion of the Rights Issue the shareholder structure will be as specified below (Not 1):

Due to rounding the numbers in the table may not tally with the total.

Not 1: Assuming that the Rights Issue is fully subscribed for and that the underwriting commitments do not need to be utilized, and that Malfors Promotor converts part of its holding of A-shares to B-shares as well as subject to conversion of convertibles outstanding in Cloetta.

Shareholders' agreement between the main owners

AB Malfors Promotor, CVC and Nordic Capital have entered a shareholders’ agreement regarding these parties’ shareholdings in Cloetta. The agreement includes regulations on number of Board directors to be elected by the General Meeting, nomination of Board directors, representations in the Nomination Committee and the Audit Committee as well as regulations on types of Board decisions termed veto matters. If a party’s ownership is less than 5 percent of the share capital the shareholders’ agreement ceases to apply to the relevant party.

Call Option Scheme issued by the main owners

Cloetta's main owners, AB Malfors Promotor, Nordic Capital and CVC (through holding companies), have issued call options that members of the executive management and certain other key employees have acquired at market terms. The call options have been granted by the main owners in order to promote the commitment to the company's development. The call options are exercisable during three different time periods; the first during the coming two years, the second between year 2 and year 3, and the third between year 3 and year 4. The options comprise in the aggregate 6,619,926 series B shares in the company (subject to recalculation according to customary terms).

Cloetta does not contribute to the call option scheme and will not incur any costs related to the scheme. The call option scheme does not bring any dilution of current shareholders’ holdings.

Shareholder agreement related to the earlier Fazer collaboration

Fazer, Conclo Ab, Oy Cacava Ab and certain private individuals affiliated with Fazer have, in relation to Malfors Promotor, bound themselves not to directly or indirectly acquire shares in Cloetta during a 10-year period starting on the first date of trading for Cloetta’s class B shares on NASDAQ OMX First North, provided that the Hjalmar Svenfelt Foundation does not reduce its direct or indirect holding during this period to a level of less than 30% of the votes in Cloetta.

Market maker

Cloetta has commissioned E. Öhman J:or Fondkommission AB to act as market maker for Cloetta’s class B shares. The goal is to enhance the liquidity of the share and reduce the spread between bid and ask prices in day-today trading. Under the agreement, E. Öhman J:or Fondkommission AB will post buy and sell volumes of at least SEK 30,000 each with a maximum bid-ask spread of 4% calculated on the offered bid price. The agreement is valid until further notice.

Convertible note program

An extraordinary general meeting on 20 March 2009 resolved on a convertible program for all Cloetta employees. According to the terms and conditions, conversion would be possible from 25 February 2011 to 25 February 2012, both dates inclusive, and accordingly, no further conversion in this program will occur. In total 567,279 B-shares have been issued due to conversion under the program. Upon full conversion, 1,004,889 B-shares would have been issued.

Dividend

The dividend is resolved on by the Annual General Meeting (AGM) and disbursement is handled by Euroclear Sweden AB. The right to dividends is granted to those persons who on the record date established by the Annual General Meeting are listed as shareholders in the share register maintained by Euroclear Sweden AB.The Annual General Meeting, held on 19 December 2011, resolved that no dividend would be paid for the financial year 2010/2011.