Notice to the Annual General Meeting in Swedish Match AB (publ)

The shareholders of Swedish Match AB (publ), Reg. No. 556015-0756, are hereby
notified of the Annual General Meeting to be held on Thursday, April 28, 2016,
at 15.30 CET at the cinema Skandia, Drottninggatan 82, Stockholm, Sweden.
Agenda

1. Opening of the Meeting and election of the Chairman of the Meeting.

2. Preparation and approval of the voting list.

3. Election of one or two persons to verify the minutes.

4. Determination of whether the Meeting has been duly convened.

5. Approval of the Agenda.

6. Presentation of the annual report and the auditor’s report, the consolidated
financial statements and the auditor’s report on the consolidated financial
statements for 2015, the auditor’s opinion regarding compliance with the
principles for remuneration to members of the executive management as well as
the Board of Directors’ proposal regarding the allocation of profit and
motivated statement. In connection thereto, the President’s and the Chief
Financial Officer’s speeches and the Board of Directors’ report on its work and
the work and function of the Compensation Committee and the Audit Committee.

7. Resolution on adoption of the income statement and balance sheet and of the
consolidated income statement and consolidated balance sheet.

8. Resolution regarding allocation of the Company’s profit in accordance with
the adopted balance sheet and resolution on a record day for dividend.

9. Resolution regarding discharge from liability in respect of the Board members
and the President.

10. Resolution regarding:

a)   the reduction of the share capital by means of withdrawal of repurchased
shares; and

b)   bonus issue.

11. Resolution regarding authorization of the Board of Directors to resolve on
acquisition of shares in the Company.

12. Resolution regarding principles for remuneration to members of the executive
management.

13. Resolution regarding the number of members of the Board of Directors to be
elected by the Meeting.

14. Resolution regarding remuneration to the members of the Board of Directors.

15. Election of members of the Board, the Chairman of the Board and the deputy
Chairman of the Board.

16. Resolution regarding the number of auditors.

17. Resolution regarding remuneration to the auditor.

18. Election of auditor.

19. Resolution regarding amendments to the Articles of Association.

20. Resolution regarding proposals from the shareholder Thorwald Arvidsson
regarding that the Annual General Meeting shall resolve:

a)   to adopt a vision zero regarding workplace accidents within the Company;

b)   to instruct the Board of Directors of the Company to set up a working group
to implement this vision zero;

c)   on annual reporting of the vision zero;

d)   to adopt a vision on equality within the Company;

e)   to instruct the Board of Directors of the Company to set up a working group
with the task of implementing the vision on equality;

f)    on annual reporting of the vision on equality;

g)   to delegate to the Board of Directors to create a shareholders’ association
in the Company;

h)   that a board member may not have a legal entity to invoice remuneration for
work on the Board of Directors;

i)    that the Nominating Committee shall pay particular attention to issues
associated with ethics, gender and ethnicity;

j)    to delegate to the Board of Directors to try to achieve a change in the
legal framework regarding invoicing remuneration for work on the Board of
Directors;

k)   to delegate to the Board of Directors to prepare a proposal concerning a
system for giving small and medium-sized shareholders representation in both the
Board of Directors of the Company and the Nominating Committee;

l)    to delegate to the Board of Directors to try to abolish the legal
possibility to so called voting power differences in Swedish limited liability
companies;

m)  to make amendments to the Articles of Association; and

n)   to delegate to the Board of Directors to try to achieve a national so
called “cool-off period" for politicians.

The Proposals of the Nominating Committee

Item 1: Björn Kristiansson, attorney at law, is proposed as the Chairman of the
Meeting.

Item 13: The Board of Directors is proposed to consist of seven members and no
deputies.

Item 14: Remuneration to the members of the Board of Directors is proposed to be
paid as follows for the period until the next Annual General Meeting. The
Chairman shall receive SEK 1,750,000, the deputy Chairman shall receive SEK
830,000 and the other Board members shall each receive SEK 700,000. It is
further proposed that the Board, as remuneration for committee work, be allotted
SEK 250,000 to each of the Chairmen of the Compensation Committee and the Audit
Committee and SEK 125,000 to each of the other members of these committees. The
fees are unchanged compared to fees decided at the 2015 Annual General Meeting.

Item 15: The following members of the Board of Directors are proposed for re
-election: Charles A. Blixt, Andrew Cripps, Jacqueline Hoogerbrugge, Conny
Karlsson, Wenche Rolfsen, Meg Tivéus and Joakim Westh. Conny Karlsson is
proposed to be re-elected as Chairman of the Board and Andrew Cripps is proposed
to be re-elected as deputy Chairman of the Board.

Item 16: The number of auditors is proposed to be one and no deputy auditor.

Item 17: Remuneration to the auditor is proposed to be paid according to
approved accounts.

Item 18: The auditor company KPMG AB is proposed to be re-elected as auditor for
the period as of the end of the Annual General Meeting 2016 until the end of the
Annual General Meeting 2017.

The Proposals of the Board of Directors

Item 8: The Board of Directors proposes an ordinary dividend of SEK 8 per share,
and a special dividend of SEK 12 per share, in total SEK 20 per share, and that
the remaining profits are carried forward. The proposed record day for the right
to receive the dividend is May 2, 2016. Payment through Euroclear Sweden AB is
expected to be made on May 6, 2016.

Item 10 a): The Board of Directors proposes to reduce the Company’s share
capital with SEK 15,362,568 by means of withdrawal of 7,750,000 shares in the
Company. The shares in the Company proposed for withdrawal have been repurchased
by the Company in accordance with authorization granted by the General Meeting.

Item 10 b): Provided that the Meeting has passed a resolution in accordance with
the Board’s proposal in item 10 a) above, the Board of Directors proposes an
increase in the Company’s share capital of SEK 15,362,568 through a transfer
from non-restricted equity to the share capital (bonus issue). The share capital
shall be increased without issuing any new shares. The reason for the bonus
issue is that if the Company transfers an amount to the share capital
corresponding to the amount by which the share capital is reduced in accordance
with the Board’s proposal in item 10 a) above, the resolution to reduce the
share capital may be passed without obtaining permission from the Swedish
Companies Registration Office (Bolagsverket), or, in disputed cases, the court.

The effect of the Board of Directors’ proposal in item 10 a) is a reduction of
the Company’s share capital of SEK 15,362,568. The effect of the Board of
Directors’ proposal in item 10 b) is a corresponding increase of the Company’s
share capital through a bonus issue, thereby restoring it to its balance prior
to the reduction.

The resolution of the Annual General Meeting in accordance with the Board’s
proposal in item 10 a) is only valid if supported by shareholders representing
at least two-thirds of both the votes cast and the shares represented at the
Meeting.

Item 11: The Board of Directors proposes that it be authorized to resolve on
acquisition of the Company’s own shares, on one or several occasions prior to
the next Annual General Meeting, provided that the Company’s holding does not at
any time exceed 10 per cent of all shares in the Company. The shares shall be
acquired on Nasdaq Stockholm at a price within the price interval registered at
any given time, i.e. the interval between the highest bid price and the lowest
selling price. The purpose of the repurchasing right is primarily to enable the
Company to adapt its capital structure to its capital needs over time, and
thereby contribute to an increased shareholder value.

The resolution of the Annual General Meeting with regard to the Board’s proposal
under item 11 requires the support of shareholders representing at least two
-thirds of both the votes cast and the shares represented at the Meeting.

Item 12: The Board of Directors proposes that the 2016 Annual General Meeting
adopts principles for remuneration and other terms of employment for members of
executive management according to the following. Remuneration and other terms of
employment shall correspond to market practice. In addition to the fixed salary,
the members of the executive management may be entitled to variable
remuneration. The variable remuneration may include an annual short term program
to be paid out in the beginning of the following year, depending on the outcome
of the program, and a long term program with a performance period which shall
not be shorter than three years. The variable remuneration, which shall be
capped in relation to the fixed salary, shall primarily be based on specific,
clear, predetermined and measurable financial or operational objectives. The
variable remuneration may include an obligation to purchase and hold shares in
the Company. The proposed principles are unchanged compared to the principles
adopted by the 2015 Annual General Meeting. Full details on the proposed
principles for remuneration and other terms of employment for the executive
management and its application in 2016 are available on the Company’s website
www.swedishmatch.com.

Item 19: The Board of Directors proposes that the Articles of Association be
amended as set out below:

§ 7 At the general shareholders’ meeting, one or two authorized public auditors
together with a maximum of the same number of deputy auditors or one or two
auditing firms shall be elected as auditors. The appointment as auditor shall
apply until the close of the Annual General Meeting that is held during the
first, second, third or fourth financial year after the election of the auditor.

The Board of Directors has the right to appoint one or more special auditors or
an auditing firm to review all such presentations or plans as are drawn up by
the Board in accordance with the Swedish Companies Act in connection with any
issuing of shares, share warrants or convertibles that includes provisions
concerning non-cash consideration or provisions to the effect that subscription
shall take place with right of offset or subject to other terms and conditions,
or in connection with the transfer of the Company’s own shares in exchange for
payment in forms other than cash, or with a reduction in the share capital or
the statutory reserve, or with the merger or splitting of limited liability
companies.

Furthermore, the Board of Directors proposes that the resolution of the General
Meeting to amend the Articles of Association in accordance with the above shall
be conditional upon the Articles of Association being consistent with the
Swedish Companies Act. It is noted that the issue of the auditor’s mandate is
subject to legislative work and concerns Regulation (EU) no 537/2014 of the
European Parliament and of the Council on specific requirements regarding
statutory audit of public-interest entities, and repealing Commission Decision
2005/909/EC.

The Board further proposes that the Company’s President is authorized to make
minor adjustments to the resolution of the shareholders’ meeting that may prove
necessary in connection with the registration of such a resolution with the
Swedish Companies Registration Office (Bolagsverket).

The resolution of the General Meeting with regards to the Board’s proposal under
item 19 is contingent upon it being supported by shareholders representing at
least two-thirds of both the votes cast and the shares represented at the
Meeting.

Item 20: Proposals from the shareholder Thorwald Arvidsson that the Annual
General Meeting shall resolve:

a)   to adopt a vision zero regarding workplace accidents within the Company;

b)   to instruct the Board of Directors of the Company to set up a working group
to implement this vision zero;

c)   that the result annually shall be reported in writing to the Annual General
Meeting, as a suggestion by including the report in the printed version of the
Annual Report;

d)   to adopt a vision on absolute equality on all levels within the Company
between men and women;

e)   to instruct the Board of Directors of the Company to set up a working group
with the task of implementing also this vision in the long term as well as
closely monitor the development on both the equality and the ethnicity area;

f)    to annually submit a report in writing to the Annual General Meeting, as a
suggestion by including the report in the printed version of the Annual Report;

g)   to delegate to the Board of Directors to take necessary action to create a
shareholders’ association in the Company;

h)   that the remuneration to a board member may not be invoiced by a legal
entity, neither a Swedish nor a foreign;

i)    that the Nominating Committee in performing its duties will pay particular
attention to issues associated with ethics, gender and ethnicity;

j)    in connection with item h) above, to delegate to the Board of Directors to
try to achieve a change in the legal framework by reaching out to the competent
authority (the Swedish Tax Agency or the Swedish Government);

k)   to delegate to the Board of Directors to prepare a proposal, to be referred
to the Annual General Meeting 2017, or if earlier any potential extra
shareholders´ meeting, concerning a system for giving small and medium-sized
shareholders representation in both the Board of Directors of the Company and
the Nominating Committee;

l)    to delegate to the Board of Directors to, by reaching out to the Swedish
Government, pay attention to the desirability to achieve a change in the legal
framework regarding the issue of abolishment of voting power differences in the
Swedish Company’s Act;

m)  to make amendments to § 6 in the Articles of Association by adding a second
and a third paragraph in accordance with the following:

“Former ministers of the government should not be elected as a member of the
board of directors until two years have passed from the day of resignation from
the assignment as minister. Politicians remunerated through public funds, should
not be elected as member of the board until one year has elapsed from the time
he or she resigned, unless exceptional circumstances apply.”; and

n)   to delegate to the Board of Directors to pay attention to the desirability
to achieve a national so called “cool-off period" for politicians.

Documents

The annual report, the auditor’s report, the auditor’s opinion according to item
6 and full details of the proposals and statements regarding items 8, 10 a), 10
b), 11, 12, 15, 19 and 20 will be made available at Swedish Match headquarters
(Legal Department) at Sveavägen 44, in Stockholm, Sweden, no later than April 7,
2016. The documents will be sent to shareholders upon request, provided that
such shareholder states its address. All the above documents will be available
on the Company’s website, www.swedishmatch.com and be presented at the Annual
General Meeting.

Number of shares and votes in the Company

The total number of shares and votes in Swedish Match AB (publ) on the issue
date of this notice amounts to 196,500,000 of which 8 295 632 shares are
presently repurchased own shares of the Company which may not be represented at
the Meeting.

Right to participate in the Meeting

In order to participate in the Meeting you need to be registered as a
shareholder in the share register kept by Euroclear Sweden AB on April 22, 2016.
In addition, you need to notify Swedish Match of your intention to participate
in the Meeting no later than April 22, 2016, at which time the notification
shall have been received by Swedish Match. Shareholders who wish to be
accompanied by one or two assistants at the Meeting shall also inform Swedish
Match thereof within the appointed period of time.

Notice of participation

Notice of participation may be submitted in writing to Swedish Match AB (publ),
“Årsstämman”, P.O Box 7842, SE-103 98 Stockholm, Sweden, by telephone at +46
(0)8 402 90 42 (09:00 – 16:00 CET), or via the Internet at
www.swedishmatch.com/agm. Upon giving notice of participation, the shareholder
shall state his or her name/company name, civic ID/corporate registration
number, address, telephone number (daytime) and the name(s) of assistant(s), if
any. Receipt of notification will be confirmed by Swedish Match, which will
issue an attendance card prior to the Meeting to be presented at the entrance to
the venue where the Meeting is held.

Proxy form

Proxy forms are available upon request and on the Company’s website
www.swedishmatch.com.

Proxy

Shareholders who are represented by proxy shall issue a power of attorney for
the proxy. If the power of attorney is issued by a legal entity, a copy of the
corporate registration certificate for such legal entity shall be enclosed (or
if no such document is available, an equivalent authorization document). The
proxy is valid for one year from the date of issuance or the longer period of
validity stated in the proxy, however not longer than five years from the date
of issuance. To facilitate entry at the Meeting, the power of attorney in
original as well as the corporate registration certificate and other
authorization documents, if any, should be provided to the Company at the
address stated above no later than Tuesday April 26, 2016.

Voting right registration

Shareholders whose shares are nominee registered and who wish to participate in
the Meeting must temporarily re-register such shares in their own name (i.e.
voting right registration). Request for re-registration shall be submitted to
the nominee in sufficient time to allow the re-registration to be effective at
Euroclear Sweden AB no later than Friday, April 22, 2016.

Information at the Annual General Meeting

The Board of Directors and the President shall, if any shareholder so requests
and the Board of Directors considers that it may be done without significant
harm to the Company, provide information regarding circumstances that may affect
the assessment of an item on the Agenda, and circumstances that may affect the
assessment of the Company’s or its subsidiaries’ financial position and the
Company’s relation to other companies within the Group.

The entrance to the venue for the Meeting will open at 14:30 (CET). Coffee will
be served before the Meeting.

Stockholm, March 2016

SWEDISH MATCH AB (publ)

The Board of Directors
__________

Contact:

Emmett Harrison, Senior Vice President Investor Relations and Corporate
Sustainability
Office +46 8 658 0173
___________

The character of this information is such that it shall be disclosed by Swedish
Match AB (publ) in accordance with the Swedish Securities Markets Act. The
information was disclosed to the media on 22 March, 2016 at 10.00 a.m. (CET).
___________

Swedish Match develops, manufactures, and sells quality products with market
-leading brands in the product areas Snus and moist snuff, Other tobacco
products (cigars and chewing tobacco), and Lights (matches, lighters, and
complementary products). Production is located in six countries, with sales
concentrated in Scandinavia and the US. The Group’s global operations generated
sales of 14,486 MSEK for the twelve month period ending 31 December 2015. The
Swedish Match share is listed on Nasdaq Stockholm (SWMA).

Swedish Match’s vision is a world without cigarettes. Some of its well-known
brands include: General, Longhorn, White Owl, Red Man, Fiat Lux, and Cricket.
___________

Swedish Match AB (publ), SE-118 85 Stockholm, Sweden
Visiting address: Sveavägen 44, 8th Floor. Telephone: +46 8 658 0200
Corporate Identity Number: 556015-0756
www.swedishmatch.com