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]