Notification to Annual General Meeting 2012

Notification

The shareholders of RNB RETAIL AND BRANDS AB are hereby summoned to the Annual
General Meeting on Thursday, January 19, 2012 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, January 13, 2012
  * notify the Company of their intention to attend the Meeting no later than
    Monday January 16, 2012, 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 fax to
    +46 (0)8‑410 522 90 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

To be eligible to participate in the Annual General Meeting, shareholders whose
shares are registered in the name of a trustee must request that their shares be
temporarily re-registered in their own names in the register of shareholders
maintained by Euroclear Sweden AB. Shareholders desiring such re-registration
must inform their trustees of this well in advance of January 13, 2012, the date
at which such re-registration must be completed.

Number of shares and votes

The Company has a total of 165,425,251 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, 2010 - August 31, 2011 fiscal year.

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

10 Resolution on the disposition of the Company's profits in accordance with the
adopted balance sheet.

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

12 Determination of the number of members of the Board of Directors 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 Closing of the Meeting.

Draft resolutions

Election of Chairman of the Meeting (item 2)
The Annual General Meeting on January 20, 2011 passed a resolution on the
principles concerning the appointment of the Nomination Committee, etc. The
Nomination Committee's proposal below is supported by shareholders representing
approximately 38 percent of the capital and votes in the company.
The Nomination Committee proposes that Laszlo Kriss be elected Chairman of the
Meeting.

Resolution on the disposition of the Company's profits in accordance with the
adopted balance sheet (item 10)
The Board of Directors proposes that no dividend be paid for the September
1, 2010 - August 31, 2011 fiscal year, and that the unappropriated earnings at
the disposal of the Annual General Meeting be carried forward.

Election of Board members, remuneration, etc (Items 12, 13 and 14)
The Nomination Committee proposes:
- that the Board of Directors comprise seven members,
- that the number of auditors be one without any deputy auditors,
- that fees totaling SEK 1,187,500 be paid to the Board of Directors as follows:
SEK 300,000 to the Chairman of the Board, SEK 137,500 to each non-executive
Board member and SEK 62,500 to the Chairman of the Auditing Committee,
- that Auditor's fees be paid in accordance with approved invoices,
- that Jan Carlzon, Lilian Fossum Biner, Torsten Jansson, Laszlo Kriss and
Mikael Solberg be re-elected as Board members, and that Ivar Fransson and Per
Thunell be elected as new members.


Election of Auditor (Item 15)

At the Annual General Meeting on January 29, 2008, Ernst & Young with Bertel
Enlund as Auditor in Charge, was elected as the Company's auditor for the period
ending at the 2010/2011 Annual General Meeting. The Nomination Committee
proposes the re-election of Ernst & Young AB as Company's auditor for the period
until the end of the Annual General Meeting for the 2011/2112 fiscal year. The
auditing company intends to appoint authorized accountant Bertel Enlund as the
Auditor in Charge.

Proposal regarding principles for remuneration of senior executives (Item 16)

The Board proposes that the Annual General Meeting resolve to pass the following
motions   concerning   guidelines  for  remuneration  and  other  conditions  of
employment for company management. The principles apply to the President/CEO and
eight  other  members  of  Group  management.  The  Board's  motion  entails  no
amendments  compared with prior years'  remuneration principles regarding a one-
year  bonus and complies  with the principles  resolved by the January 20, 2011
Annual General Meeting. The preparation of remuneration issues is handled by the
Remuneration Committee.

The Company shall offer market-aligned total remuneration, making it possible to
recruit and retain senior executives. The remuneration structure for company
management shall comprise fixed and variable salary, a pension and other
remuneration. Combined, these parts shall comprise the individual's total
remuneration. Fixed and variable salary components jointly represent the
employee's salary. The fixed, monthly salary paid in SEK shall take into account
the employee's areas of responsibility and experience. The variable salary shall
be related to the outcome of the subsidiaries' operating result and/or
consolidated result after financial items compared with established targets.

In respect of the currently applicable one-year bonus, it is proposed that the
maximum outcome in terms of the company's costs for the variable salary, which
implies fulfillment of all bonus-based targets and that the bonus to be paid is
fully financed by the surplus generated, may not exceed SEK 4,050,000 (excluding
social security contributions), of which SEK 750,000 to the President. The
calculation is based on the nine people who currently comprise company
management. The bonus will be evaluated annually and the bonus structure will be
re-established each year based on budgeted earnings as the target. The bonus
does not qualify for vacation or pension.

The variable salary in the one-year program may not exceed 40% of the fixed
salary.

The Board is entitled to deviate from the above guidelines if the Board deems
that it has specific reasons to justify such a deviation in an individual case.

___________________________________________

The Board's complete motions pertaining to Item 16 and 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 as of December 29, 2011 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
supporting statement pertaining to the proposal concerning the election of Board
members is available on the Company's website from December 21, 2011.

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

RNB RETAIL AND BRANDS AB (publ)

Stockholm, December 2011

Board of Directors


[HUG#1572879]