Skip to content

Notification

The shareholders of RNB RETAIL AND BRANDS AB are hereby summoned to the Annual
General Meeting on Thursday January 20, 2011 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 14, 2011,
   - notify the Company of their intention to attend the Meeting no later than
Monday January 17, 2011, 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.bjorkman@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 through the trust department of a
bank or similar institution 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 14, 2011, 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, 2009 - August 31, 2010 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.
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      Motion regarding the Resolution to amend the Articles of Association.
16      Resolution on principles for the election of the Nomination Committee.
17      Proposal regarding principles for remuneration and other conditions of
employment for company management.
18      Closing of the Meeting.

Dividend under Item 10

The Board proposes that no dividend be paid for the September 1, 2009 - August
31, 2010 fiscal year, and that the profit at the disposal of the Annual General
Meeting be carried forward.

Proposals concerning Items 2, 12, 13 and 14

Resolutions passed by the Annual General Meeting held on January 28, 2010
included determining principles for the composition of the Nomination Committee.
The Nomination Committee has proposed the following proposals pertaining to
Items 2, 12, 13 and 14. The Nomination Committee's proposals, including the
proposal pertaining to Item 14, are supported by shareholders representing
approximately 35% of the share capital and voting rights in the Company.  That:

  * Magnus Håkansson be elected Chairman of the 2011 Annual General Meeting
    (Item 2).


  * The number of Board members be seven with no deputy members (Item 12).


  * Fees totaling SEK 1,050,000 to the Board of Directors be paid as follows:
    SEK 300,000 to the Chairman of the Board and SEK 137,500 will be paid to
    each Board member who is not employed by the Company. A special fee of SEK
    62,500 will be paid to the Chairman of the Auditing Committee. In other
    respects, it is proposed that no fees be paid for committee work (Item 13).


  * Re-election of current Board members Jan Carlzon, Lilian Fossum,
    Magnus Håkansson, Torsten Jansson, Laszlo Kriss, Mikael Solberg and Nils
    Vinberg. John Wallmark has declined re-election. Magnus Håkansson is
    proposed as Chairman of the Board of Directors (Item 14).


  * Auditor's fees be paid in accordance with approved invoices (Item 13).


It has been noted that at the Annual General Meeting on January 29, 2008, Ernst
& Young, with Bertel Enlund as Auditor in Charge, was elected as the Company's
auditors for the period ending at the 2010/2011 Annual General Meeting.

Proposal concerning amendment to the Articles of Association under Item 15
The Board of Directors proposes that Chapter 8 of the Articles of Association be
amended to replace the current wording with the following wording:

"Official notification of Annual General Meetings and Extraordinary Meetings to
address issues pertaining to amendments to the Articles of Association shall be
issued no earlier than six and no later than four weeks prior to the Meeting.
Official Notification of other Extraordinary Meetings shall be issued no earlier
than six and no later than three weeks prior to the Meeting. Official
notification of the Meetings shall occur through advertisements in Post- och
Inrikes Tidningar, as well as on the Company's website. At the time of the
Notification, information confirming the publication of the official
notification shall be advertised in the Svenska Dagbladet."

The Board of Directors proposes that Chapter 10 of the Articles of Association
be amended so that the current wording will be replaced with the following
wording:


"The Board of Directors may collect proxies pursuant to the procedure stated in
the Swedish Companies Act, Chapter 7, Section 4, second paragraph."



The Board of Directors proposes that Section 12, Items 8 and 10 of the Articles
of Association be amended be amended so that the current wording will be
replaced with the following wording.


"8. determination of the number of Members of the Board as well as the number of
auditors and alternate auditors;"


"10. election of Members of the Board as well as the number of auditors and
alternate auditors;"


The proposed amendments of the Articles of Association are required due to
amendments of the Swedish Companies Act.


Proposal concerning Item 16

The Nomination Committee proposes that the Meeting resolves to appoint a
Nomination Committee in accordance with the following. Each year and not later
than six months prior to the Annual General Meeting, the Chairman of the Board
shall contact the four current major shareholders of the Company. These shall
appoint one member each, who should not be a Board member, to the Nomination
Committee. If one of the four major shareholders waives his/her right to elect a
member to the Nomination Committee, the shareholder next on the list of major
shareholders will be given the opportunity to elect a member to the Committee.
If more than one shareholder waives their rights to elect members to the
Nomination Committee, not more than the eight largest shareholders shall be
consulted, unless this is required in order for the Nomination Committee to
comprise four members. In addition, the Chairman of the Board may be elected a
member of the Nomination Committee, but not its Chairman. The President or other
representatives of company management may not be members of the Nomination
Committee.

The Nomination Committee shall prepare and submit to the Annual General Meeting
proposals concerning:

·         Number of Board members, the number of auditors and deputy auditors,
·         Election of the Chairman of the Board and other members of the
company's Board of Directors,
·         Board fees, divided between the Chairman and other members, and any
remuneration for committee work,
·         Election of and fees for auditors and deputy auditors,
·         Motion on principles for the appointment of the Nomination Committee,
and
·         Chairman of the Annual General Meeting.

The above principles for the appointment of the Nomination Committee comply with
those that currently apply.

Proposal concerning Item 17
The Board of Directors has formulated proposals for new principles for
remuneration and other conditions of employment for the company's senior
executives, which include the President and other Group Management. The
remuneration plan for variable remuneration is proposed in two programs: a one-
year program based on cash remuneration and a two-year program based on cash
remuneration restricted to investments in company shares.

The  Board of Director proposes that the  Annual General Meeting resolve to pass
the  below-mentioned motions  concerning guidelines  for remuneration  and other
conditions  of  employment  for  company  management. The principles include the
President  and the other  eight members of  Group Management. The Board's motion
entails  an amendment  compared with  prior years'  remuneration principles. The
preparation of remuneration issues is handled by the Remuneration Committee.

The Company shall offer market-based 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. Fixed and variable salary represents 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 profit and/or consolidated profit after
financial items, compared with established targets. Furthermore, it should be
possible to link the variable salary to both the one-year and the two-year
targets and these could partly be conditional upon the employee remaining with
the company and that part of the bonus has to be invested in company shares.

As  in the past, the President is entitled to pension corresponding to a maximum
premium  of  35% of  his/her  current  annual  salary.  Other members of company
management  are entitled to  pension according to  the ITP plan  or similar. The
retirement  age is 65. Other remuneration and benefits shall be market-based and
contribute  to  facilitating  the  employee's  possibilities  to fulfill his/her
assignments.

It is the Board's opinion that the above motion in terms of the composition of
the program, featuring a personal owner commitment, should stimulate increased
participation and motivate long-term value generation in the operation, which
will benefit RNB RETAIL AND BRANDS, its shareholders and employees.

In addition, a number of key employees in the organization are already included
in a cash-based bonus program. The objective is that the two-year program, which
is not subject to an AGM resolution, will also include the group of key
employees. This is estimated to generate excellent conditions for recruiting and
retaining competent employees and to stimulate the performance of key employees,
which will strengthen the company in the long-term.

                  ___________________________________________

The complete motions by the Board pertaining to Items, 15, 16 and 17, as well as
the Annual Report according to Item 8 above, including the Auditors' Report
according 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.seas of January 6, 2011 and will be sent to
shareholders who so request and who submit their postal addresses. 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
22, 2010.

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


                        RNB RETAIL AND BRANDS AB (publ)

                            Stockholm, December 2010
                               Board of Directors





Notification:
http://hugin.info/132993/R/1474679/410904pdf




This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
    other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
     originality of the information contained therein.

Source: RNB Retail and Brands AB via Thomson Reuters ONE

[HUG#1474679]