Statement of the Special Committee of the Board of Directors of Cloetta Fazer AB (publ) in relation to the public offer by Oy Karl Fazer Ab for the shares in Cloetta Fazer

Statement of the Special Committee of the Board of Directors of Cloetta Fazer AB
(publ) in relation to the public offer by Oy Karl Fazer Ab for the shares in
Cloetta Fazer 

Background
This statement is issued by the Special Committee of the Board of Directors of
Cloetta Fazer AB (publ) ("Cloetta Fazer") pursuant to Item II.14 in NASDAQ OMX
Stockholm AB's takeover rules (2007-07-01).

Oy Karl Fazer Ab ("Fazer") announced on 16 June 2008 a public offer to Cloetta
Fazer's shareholders to transfer all shares in Cloetta Fazer to Fazer (the"Offer"). According to the Offer, Cloetta Fazer's shareholders are being offered
to transfer their shares in Cloetta Fazer for a combination of cash and shares
in Cloetta AB (publ) ("Cloetta"). The Offer consists of SEK 202 in cash and 0.92
shares of class B in Cloetta for each share in Cloetta Fazer. 

Prior to the Offer, Fazer holds 2,300,000 shares of class A and 2,697,027 shares
of class B representing approximately 20.7 per cent of the share capital and
approximately 38.9 per cent of the votes in Cloetta Fazer. AB Malfors Promotor
("Malfors"), and a number of individuals related to Malfors, with a total
holding representing approximately 26.6 per cent of the share capital and
approximately 41.8 per cent of the votes in Cloetta Fazer, support the Offer and
have committed to accept the Offer and to vote for the proposals at the general
meetings in Cloetta Fazer that will be submitted pursuant to the de-merger and
the Offer. A number of affiliates to Fazer, with a total holding representing
approximately 27.4 per cent of the share capital and approximately 10.0 per cent
of the votes in Cloetta Fazer, support the Offer and have committed to transfer
their shares in Cloetta Fazer to Fazer or its subsidiary, and to vote for the
proposals at the general meetings in Cloetta Fazer that will be submitted
pursuant to the de-merger and the Offer. Fazer holds, together with shareholders
that in accordance with the foregoing have committed to support the Offer,
shares corresponding to approximately 74.7 per cent of the share capital and
approximately 90.7 per cent of the votes in Cloetta Fazer. 

Cloetta Fazer's Board of Directors has previously decided to appoint a Special
Committee to manage questions relating to the Offer (the "Committee"),
consisting of the two, at a general meeting appointed, Board members Meg Tivéus
and Christer Zetterberg and the two employee representatives Birgitta Hillman
and Lena Grönedal. The Board members Karsten Slotte, Berndt Brunow and Anders
Dreijer are considered to have a conflict of interest with respect to the Offer
due to their connections with Fazer. The Board member Olof Svenfelt is also
considered to have a conflict of interest due to his connection with Malfors,
who is a party to the agreement with Fazer concerning the de-merger of Cloetta
Fazer. On behalf of Cloetta Fazer, the Committee has evaluated the Offer and
finds that it is in the interest of Cloetta Fazer's shareholders to disclose the
Committee's view of the Offer.

The Offer was submitted considering that the two principal owners of Cloetta
Fazer had struck an agreement concerning a de-merger of Cloetta Fazer. Through
the de-merger, Cloetta Fazer creates the two companies Cloetta and Fazer
Konfektyr. The Offer constitutes a part in the process of the de-merger and
encompasses the shares in Cloetta Fazer, from which the business related to
Cloetta will be separated provided that the annual general meeting of Cloetta
Fazer 25 November 2008 resolves to distribute the shares in Cloetta as dividend
to the shareholders in Cloetta Fazer.

The acceptance period of the Offer is expected to begin on 8 December 2008 and
end on 29 December 2008. The Offer is inter alia conditional upon Cloetta
Fazer's shareholders, by a majority vote, resolving on a dividend in the form of
shares in Cloetta under the so-called Lex Asea rules to the shareholders of
Cloetta Fazer. The Offer is not conditional upon Fazer becoming holder of more
than 90 per cent of all shares in Cloetta Fazer.

The Recommendation by the Committee
The Committee has based its recommendation on an overall assessment of factors
that the Committee has deemed to be relevant in relation to the Offer, such as
assumptions regarding Cloetta Fazer's business, profit and financial position.
In addition thereto, the Committee has also taken into account that the Offer
constitutes a part in the process of the de-merger of Cloetta Fazer.

The Committee has engaged ABG Sundal Collier as financial advisor in relation to
the evaluation of the Offer. ABG Sundal Collier has rendered a fairness opinion
to the Committee to the effect that the tendered Offer is fair, from a financial
perspective, to the shareholders in Cloetta Fazer (subject to the conditions and
assumptions set out in the fairness opinion). The fairness opinion will be
published in full in the offer document that will be issued and disclosed by
Fazer. Based on the above, the Committee has unanimously decided to recommend
Cloetta Fazer's shareholders to accept the Offer.

This statement shall in all respects be governed by and construed in accordance
with Swedish law. Any dispute arising out of or in connection with this
statement shall be settled exclusively by Swedish courts. 
Stockholm 24 November 2008
The Special Committee of the Board of Directors of Cloetta Fazer AB (publ) 


For further information contact:

Christer Zetterberg, tel + 46 8 534 817 02
Committee chairman

Website: www.cloettafazer.com