Notice to Annual General Meeting

The shareholders of RNB RETAIL AND BRANDS AB are hereby summoned to the Annual
General Meeting on Thursday, December 17, 2015 at 5:00 p.m. at the Company’s
offices at Regeringsgatan 29 in Stockholm.

Participation, etc
To be entitled to participate in the Meeting, shareholders must

  ·
be recorded in the register of shareholders maintained by Euroclear Sweden AB no
later than on Friday, December 11, 2015

  ·
notify the Company of their intention to attend the Meeting no later than Monday
December 14, 2015, under the address RNB RETAIL AND BRANDS AB, Box 161 42, SE
-103 23 Stockholm, or by calling +46 (0)8-410 520 00 or by emailing: ann
-charlotte.rudels@rnb.se. When notifying the Company, information concerning the
number of shares, name, personal registration number, address, telephone number
and any attending advisors must be included.

Trustee-registered shares
Shareholders who have trustee-registered shares must temporarily register the
shares in their own name to be entitled to attend the meeting. Such registration
must be effected at Euroclear Sweden AB on Friday, December 11, 2015.
Shareholders must, in good time before this date request their trustee to make
such a re-registration.

Number of shares and votes
The Company has a total of 33 912 176 shares carrying one vote each.

Proposed agenda

1 Opening of the Meeting.

2 Election of Chairman of the Meeting.

3 Preparation and approval of the voting list.

4 Approval of the agenda.

5 Election of one or two minute-checkers to sign the minutes.

6 Determination of whether the Meeting has been duly convened.

7 Address by the President.

8 Presentation of the Annual Report and the Auditors’ Report as well as the
Consolidated Accounts and the Auditors’ Report on the Consolidated Accounts for
the September 1, 2014 – August 31, 2015 fiscal year.

9 Adoption of the Income Statement and Balance Sheet and the Consolidated Income
Statement and Consolidated Balance Sheet.

10 Resolution concerning disposition of the Company’s profits in accordance with
the adopted balance sheet.

11 Resolution concerning discharge from liability of the Board of Directors and
of the President.

12 Determination of the number of Board members and the number of auditors and
deputy auditors.

13 Determination of the remuneration to be paid to the Board of Directors and
auditors.

14 Election of the Board of Directors and Chairman of the Board.

15 Election of Auditors.

16 Proposal regarding principles for remuneration and other conditions of
employment for company management.

17 Motion regarding resolution on the principles for appointing the Nomination
Committee.

18 Closing of the Meeting.

Draft resolutions

Election of Chairman of the Meeting (Item 2)
The Annual General Meeting on December 18, 2014 passed a resolution on the
principles for the appointment of the Nomination Committee, etc. The Nomination
Committee’s proposal is supported by shareholders representing 54.55 percent of
the share capital and votes in the company.
The Nomination Committee proposes that Laszlo Kriss be elected Chairman of the
Meeting.

Resolution concerning the disposition of the Company’s profit/loss in accordance
with the adopted balance sheet (Item 10)
The Board of Directors proposes a distribution of SEK 0.25 per share to be paid
for the September 1, 2014 – August 31, 2015 fiscal year, and Monday December 14,
2015 as the record day for distribution and that the remaining earnings be
carried forward.

Election of Board members, remuneration, etc (Items 12, 13 and 14)
The Nomination Committee proposes:
- that the Board of Directors comprise six members,
- that the number of auditors be one without any deputy auditors,
- that fees totaling SEK 1,275,000 be paid to the Board of Directors as follows:
SEK 350,000 to the Chairman of the Board, SEK 160 000 to each non-executive
Board member, with a special fee of SEK 75,000 to be paid to the Chairman of the
Audit Committee and SEK 25,000 to each of the other two members of the Audit
Committee,
- that Auditor’s fees be paid in accordance with approved invoices,
- that Laszlo Kriss, Per Thunell, Ivar Fransson, Michael Lemner and Monika
Elling be re-elected as Board members and that Sara Wimmercranz be elected as
new member.

Election of Auditor (Item 15)
The Nomination Committee proposes that Ernst & Young be elected as the Company’s
auditor for the period ending at the close of the 2015/2016 fiscal year. The
auditing firm intends to appoint Authorized Public Accountant Johan Eklund as
the Auditor in Charge.

Proposal regarding principles for remuneration and other conditions of
employment for company management (Item 16)
The board proposes that the AGM resolves to follow the guidelines for
remuneration and other conditions of employment for company management
stipulated in the appended proposal.

Proposal concerning principles for appointing the Nomination Committee (Item 17)
The Board proposes that the AGM resolve to comply with the principles for
appointing the Nomination Committee stipulated in the appended proposal.

___________________________________________

The Annual Report documentation according to Item 8 above, including the
Auditors’ Report pursuant to Chapter 8, Section 54 of the Swedish Companies Act,
will be available at the company’s offices at Regeringsgatan 29, Stockholm and
on the Company’s website www.rnb.se no later than November 26, 2015 and will be
sent to shareholders who so request and who submit their postal address.
Shareholders are reminded of their right pursuant to Chapter 7, Section 32 of
the Swedish Companies Act to request information from the Board of Directors and
President. Information on all the members nominated to RNB’s Board of Directors
and the Nomination Committee’s statement supporting the proposal concerning the
election of Board members is available on the Company’s website as of November
19, 2015.

The form for power of attorney is available for downloading at: www.rnb.se.

RNB RETAIL AND BRANDS AB (publ)

Stockholm, November 2015

Board of Directors