28 July, 2008 - The Extraordinary General Meeting of Cloetta Fazer held on Friday, 25 July 2008, passed the following principal resolutions.
* Decision in principle regarding approval for the demerger of Cloetta Fazer
The EGM passed a resolution regarding a decision in principle to approve the demerger of Cloetta Fazer, based on the agreement between the principal shareholders in Cloetta Fazer AB (publ) – Oy Karl Fazer Ab and AB Malfors Promotor – that was made public on 16 June 2008.
Through the demerger, those operations in the Cloetta Fazer Group, including assets, rights, liabilities and obligations, that are related to the operations contributed by Cloetta AB at the time of the merger with Fazer’s confectionery operations in 2000 will essentially remain in or be transferred to the subsidiary Cloetta Fazer Sverige AB (or to a holding company that holds all of the shares in Cloetta Fazer Sverige AB), which is intended to become the new Cloetta. Those operations in the Cloetta Fazer Group, including assets, rights, liabilities and obligations, that are related to the operations contributed by Fazer at the time of the merger in 2000 will remain in or be transferred to the Parent Company Cloetta Fazer AB or its subsidiaries, which is intended to become the new Fazer Konfektyr. With regard to operations in the Cloetta Fazer Group arising subsequent to the merger, these will be transferred to one of the two operations.
* Change in the company’s financial year, etc
The EGM resolved, through an amendment to the company’s Articles of Association, to change the company’s financial year to cover the period from 1 September to 31 August, and to make certain other minor changes in the Articles of Association. Among other things, a broken financial year will provide business-related advantages for the company. The decision to change the company’s financial year was conditional on permission from the Swedish Tax Agency.
* Reduction of the statutory reserve
The EGM resolved to reduce the company’s statutory reserve by SEK 688,815,581.70 to be transferred to a non-restricted reserve for use according to the decision of the general meeting. The motive for reducing the statutory reserve is to provide scope for an intended distribution of the shares in the new Cloetta to the shareholders in Cloetta Fazer. The decision was conditional on permission for a reduction in the statutory reserve from the Swedish Companies Registration Office or, in the event of dispute, from a court of law.