Cloetta — Interim / Quarterly Report 2009

Jun 23, 2009

Our new logotype signals the start of the new Cloetta. With an expression that is modern but still in touch with its origins – and with a sunny hue inspired by Cloetta's red and yellow tradition – we convey a warm feeling and the new Cloetta.

Interim report Q3, 1 September 2008 – 31 May 2009

Third quarter (March – May 2009)

Net sales	SEK 237 million (305)
Operating profit/loss	SEK –8 million (3)
Operating profit excluding items affecting comparability*	SEK 2 million (3)
Operating margin	neg (1.0)
Operating margin excluding items affecting comparability*	0.8% (1,0)
Profit/loss before tax	SEK –8 million (4)
Profit/loss after tax	SEK –7 million (2)
Earnings per share, basic and diluted	SEK –0.32 (0.09)
* Mainly attributable to the demerger of Cloetta Fazer.

Nine months (September 2008 – May 2009)

Net sales	SEK 972 million (1,083)
Operating profit	SEK 22 million (32)
Operating profit excluding items affecting comparability*	SEK 27 million (54)
Operating margin	2.3% (3.0)
Operating margin excluding items affecting comparability*	2.8% (5.0)
Profit before tax	SEK 24 million (36)
Profit after tax	SEK 25 million (24)
Earnings per share, basic and diluted	SEK 1.03 (1.01)
* Mainly attributable to the demerger of Cloetta Fazer and to restructuring in 2007.

Comments from the CEO

Sales of Cloetta's prioritised brands grew further in the third quarter and our miscellaneous brands benefited from strong sales leading up to Easter. As a result, our previous forecast of a loss for the full year has been revised to a profit/loss of around zero.

Sales of Cloetta's products rose by more than 18% in the quarter, mainly driven by strong sales ahead of the Easter holiday. Sales of the prioritised brands were up by 8%. In the first nine months of the financial year, sales of Cloetta's products have thus risen by close to 7%, which also means that Cloetta has increased its market share.

From an earnings standpoint Cloetta is still feeling the effects of escalating raw material costs, which have risen further in recent months due to weakening of the Swedish krona. The higher customer prices that were introduced in 2008 have not been sufficient to compensate for the rising cost trend, for which reason efficiency improvements will be necessary. Additional price hikes have also been announced.

Sales and profit, September 2008 – May 2009

The financial year runs from 1 September 2008 to 31 August 2009 and the following comments present the comparative figures for the period from 1 September 2007 – 31 May 2008. The comparative information is based on monthly reporting to the Board of Directors and Executive Management of the former Cloetta Fazer (see also accounting policies on page 5).

Cloetta's business follows a seasonal cycle in which the first quarter of the year (leading up to Christmas) is the strongest from a sales and earnings perspective. To a large extent, the company's full year profit is therefore dependent on sales during this period. The Easter holiday, which is the second peak season in the confectionery market, falls in Cloetta's third quarter but affects sales in both the second and third quarters to a varying degree from year to year since Easter can fall in either March or April.

Net sales decreased by 10.2% to SEK 972 million (1,083). This figure includes sales of SEK 41 million (40) in Karamellpojkarna, which was acquired on 1 October 2007.

As a result the demerger of Cloetta Fazer, Cloetta was licensed to sell Fazer's products on the Swedish, Norwegian and Danish markets during the period from 1 September to 31 December 2008. During the period from September 2008 to May 2009, sales of Fazer products amounted to SEK 217 million (421). In 2008, sales of these products were included for the entire nine-month period. Excluding the sale of Fazer products, Cloetta's sales amounted to SEK 755 million (662). Net sales for the period include the sale of the remaining inventory of Fazer products at 31 December to Fazer Confectionery for a value of SEK 17 million. Excluding this item and Cloetta's sales of products manufactured on contract to Fazer Confectionery, sales of Cloetta's own products rose by 6.9% compared to the same period of last year. The Easter holiday in 2009 fell in April (March in 2008), and therefore had a positive effect on sales for the third quarter.

Sales of Cloetta's ten prioritised brands were up by 8% compared to the prior year. Cloetta's prioritised brands are Kexchoklad, Center, Plopp, Polly, Tarragona, Guldnougat, Bridge, Juleskum, Sportlunch and Extra Starka.

Gross profit for the period from September 2008 to May 2009 was SEK 283 million (316). Gross margin for the same period was 29.1%, compared to 29.2% the year before. Restructuring charges with an effect on gross profit amounted to SEK 7 million (13). Gross margin excluding these items was 29.8%, compared to 30.4% in the prior year.

Price levels for several of Cloetta's most important raw materials climbed sharply in 2008. To compensate for this, Cloetta has raised its customer prices and implemented efficiency enhancement measures. However, these steps have not been sufficient, which has led to a drop in both gross margin and gross profit compared to the previous year. The higher raw material prices have had the greatest impact on chocolate products, but have also affected the sugar confectionery segment to a certain extent. Because the already introduced price increases do not reflect the current cost of raw materials, which have risen further due to weakening of the Swedish krona, additional price hikes have been announced.

Selling and administrative expenses increased by SEK 11 million to SEK 295 million (284), of which SEK 41 million (9) consists of restructuring charges. Excluding these restructuring charges, selling and administrative expenses fell by SEK 21 million as a result of the demerger.

Operating profit amounted to SEK 22 million (32) and operating margin was 2.3% (3.0).

Operating profit included restructuring charges of SEK 48 million. In the first quarter, operating profit was burdened with restructuring charges of SEK 38 million arising mainly from a reduced staffing need in marketing, customer support, sales and administration following the demerger of Cloetta Fazer. This redundancy is mainly connected to Cloetta's discontinued sales of Fazer products as of 1 January 2009. As communicated in the reports for previous quarters, operating profit for the third quarter included further restructuring charges of SEK 10 million that are related to the demerger (e.g. consulting fees), finished goods inventories in Norrköping and redundancies at the factory in Alingsås.

In connection with the demerger of the Cloetta Fazer Group, it was agreed that Fazer would pay compensation of SEK 28 million for restructuring charges arising in Cloetta. Net restructuring charges for the period from September to May thus amounted to 20 million. Operating profit has also been positively affected by compensation of SEK 6 million from Fazer Confectionery in respect of forward exchange contracts and one-time income of SEK 9 million on the reversal of a purchase price provision for the acquisition of Karamellpojkarna, where Cloetta's current assessment is that no additional purchase consideration will be payable. Profit for the prior year included items affecting comparability of SEK –22 million attributable to costs for downsizing of the production staff (see also table on page 9 for comparative information).

Additional restructuring charges of approximately SEK 5 million are expected to arise in the fourth quarter. These costs are mainly related to the need, after the demerger, to replace the Cloetta Fazer corporate identity with Cloetta on printed matter, merchandising materials and product packaging.

Operating profit excluding all items affecting comparability was SEK 27 million, compared to SEK 54 million the year before. Operating margin excluding items affecting comparability was 2.8% (5.0).

Of the drop in profit, SEK 8 million is explained by the fact that Cloetta's compensation for the sale of Fazer products in the period was lower than revenue from these sales in the year-earlier period when they were part of Cloetta Fazer's brand portfolio, which has also impacted gross margin. Operating profit for the period was negatively affected by foreign exchange losses of SEK 9 million that are reported together with other operating expenses. The remaining decrease in earnings is mainly due to higher raw material costs.

During the period from 1 September to 31 December 2008, Cloetta was responsible for sales of Fazer's products on the Swedish, Norwegian and Danish markets. Of Cloetta's operating profit excluding items affecting comparability of SEK 27 million for the period from September 2008 to May 2009, SEK 4 million is attributable to these licensed sales (linked to an agreement between Cloetta and Fazer in connection with the demerger regarding Cloetta's compensation for handling sales of Fazer products during September-December 2008). The amount of compensation under the sales agreement was finalised in February 2009. The remaining operating profit of SEK 23 million refers to Cloetta's own sales. Operating margin, based on operating profit before items affecting comparability, was 2.0% on the licensed sales of Fazer products and 3% on Cloetta's own sales (see also table on page 8).

Profit before tax was SEK 24 million (36). Net financial items totalled SEK 2 million, compared to SEK 4 million the year before. Profit after tax was SEK 25 million (24), equal to basic and diluted earnings per share of SEK 1.03 (1.01). The period's income tax expense was SEK 1 million (–12), corresponding to an effective tax rate of –1.7% (33). Starting in 2009 the corporate tax in Sweden has been reduced from 28% to 26.3%. The lower tax rate has been applied in calculation of deferred tax on untaxed reserves, and has reduced the period's income tax expense by approximately SEK 7 million. Income arising from the reversal of previously expensed provisions for additional purchase prices is tax-exempt.

Sales and profit, March 2009 – May 2009 (Quarter 3)

The following comments present the comparative figures for the period from 1 March 2008 to 31 May 2008. The comparative information is based on monthly reporting to the Board of Directors and Executive Management of the former Cloetta Fazer (see also accounting policies on page 5).

Net sales for the quarter declined to SEK 237 million (305).

As a result of the demerger of Cloetta Fazer, Cloetta was licensed to sell Fazer's products on the Swedish, Norwegian and Danish markets during the period from 1 September to 31 December 2008. In the third quarter, sales of Fazer's products thus amounted to SEK 0 million (121). In 2008, sales of Fazer's products were included for the entire third quarter. Excluding the sale of Fazer products, Cloetta's own sales amounted to SEK 237 million (184). Also excluding Cloetta's sales of products manufactured on contract to Fazer Confectionery, sales of Cloetta's own products rose by 18.6% compared to the same period of last year. Second to Christmas,

the Easter holiday is a peak season in the confectionery market. Easter fell in the month of April during 2009 (March in 2008) and therefore had a positive effect on sales for the third quarter, mainly with regard to Cloetta's miscellaneous brands.

Sales of Cloetta's prioritised brands grew by 11% during the period. As communicated in the reports for previous quarters, provisions of SEK 10 million were made during the third quarter for additional restructuring charges. These charges are related to the demerger (such as consulting fees), finished goods inventories in Norrköping and redundancies at the factory in Alingsås.

Gross profit for the period was SEK 75 million (90) equal to a gross margin of 31.6% (29.5). Restructuring charges with an effect on gross profit amounted to SEK 2 million (–). Excluding these items, gross margin was 32.5%, compared to 29.5% the year before. The improved gross margin is a result of lower indirect production costs, higher capacity utilisation in production and a change product mix.

Selling and administrative expenses totalled SEK 79 million (90), of which SEK 8 million (–) consists of restructuring charges. Excluding these restructuring charges, selling and administrative expenses were down by SEK 19 million, a decrease resulting from the demerger.

Operating profit was SEK –8 million (3), with a negative operating margin (1.0). Operating profit was impacted by foreign exchange losses of SEK 4 million that are reported together with other operating expenses. Excluding all items affecting comparability, operating profit was SEK 2 million, compared to SEK 3 million in the previous year. Operating margin excluding items affecting comparability was 0.8% (1.0).

In March it was announced that Karamellpojkarna in Alingsås, a subsidiary in the Cloetta Group since October 2007, had identified a need to reduce its workforce by 25 employees. The staff reduction has been necessitated by rising costs that have not been possible to offset through increased revenue. The factory in Alingsås is dimensioned for a production volume that exceeds the current and forecasted volumes, which has resulted in a need for fewer employees. In the future, a focus primarily on the Extra Starka brand is a top priority in safeguarding the continued stability of operations in Alingsås.

Cloetta and Fazer Confectionery agreed to terminate their collaboration at the joint finished goods warehouse in Norrköping with effect from 31 March 2009. The warehouse operations were previously dimensioned to handle products from both Cloetta and Fazer Confectionery. As a consequence of this, some 10 employees were made redundant.

In December 2008 the confectionery companies Panda and Cloetta signed an agreement under which Panda will sell and distribute Cloetta's brands in Finland starting on 1 January 2009. In the third quarter Cloetta began selling and distributing Panda's products in Sweden.

Financing and liquidity

Cash and cash equivalents and short-term investments at 31 May 2009 amounted to SEK 295 million (312), up from SEK 279 million at the beginning of the financial year.

Cloetta's working capital requirement is exposed to seasonal variations, partly due to a build-up of inventories in preparation for increased sales during the Christmas holiday. This means that the working capital requirement is normally highest during the autumn, i.e. in the first quarter, and lowest at the end of the financial year, i.e. in the second quarter.

Cash flow from operating activities for the period from September 2008 to May 2009 was SEK 128 million (49). Net cash of SEK 91 million (34) was utilised for investments in property, plant and equipment.

Dividends of SEK 4 (0) were paid to the former parent company Cloetta Fazer AB and refer to settlement of Cloetta's net cash according to an agreement signed in connection with the demerger of Cloetta Fazer. In addition, an issue of convertible notes to the employees had a positive effect of SEK 30 million on cash flow (see section on the Parent Company). Interest-bearing assets exceeded interest-bearing liabilities by a net amount (i.e. a net receivable) of SEK 227 million (221). The net receivable totalled SEK 171 at the beginning of the financial year, and has thus increased by SEK 56 million during the period. The equity/assets ratio was 64.5% (64.5).

Capital expenditure

Gross expenditure on property plant and equipment during the period from September 2008 to May 2009 totalled SEK 91 million (34), and included both capacity and replacement investments in the existing production lines. Depreciation amounted to SEK 35 million (35).

Employees

The average number of employees during the period from September 2008 to May 2009 was 468 (516), where the decrease refers mainly to employees who were offered employment in Fazer's Swedish sales company in connection with the demerger and staff reductions in response to redundancies arising when Cloetta discontinued sales of Fazer's products. The workforce reductions carried out at the factory in Alingsås have not yet affected the average number of employees.

Parent Company

Cloetta AB's primary activities include head office functions such as group-wide management and administration.

Net sales in the Parent Company for the first nine months of 2009 reached SEK 29 million (–) and referred mainly to intra-group services and rents. Profit before tax is reported at SEK 76 million (–). Profit after tax was SEK 76 million (–), of which SEK 5 million consisted of restructuring charges in connection with the demerger. Net financial items totalled SEK 79 million (–), most of which refers to dividends from the subsidiary Cloetta Sverige AB. Cash and cash equivalents and short-term investments amounted to SEK 63 million (0). A previously expensed purchase price provision of SEK 9 million for the acquisition of Karamellpojkarna is no longer expected to be payable and has been reversed, at the same time that the value of shares in subsidiaries has been reduced by a corresponding amount.

Pursuant to the agreement between Oy Karl Fazer Ab and AB Malfors Promotor for the demerger of the Cloetta Fazer Group (Separation Agreement), Cloetta's net receivable at 31 August 2008 was set at SEK 200 million less certain adjustments (see also the listing prospectus for Cloetta AB that was published in preparation for the move to NASDAQ OMX Stockholm, Nordic List). The resulting difference of SEK 4 million was settled as a dividend from Cloetta to the former Cloetta Fazer AB (publ), as approved by Cloetta's AGM on 5 November 2008.

In accordance with the previously announced resolution passed by the extraordinary general meeting of Cloetta on 20 March 2009, the employees in Cloetta were offered the opportunity to subscribe for convertible notes in Cloetta during the period from 27 March to 8 April 2009. Pursuant to the offer, a total of 155 employees have subscribed for convertible notes with an aggregate principal amount of more than SEK 39.5 million. In view of the maximum permitted capital dilution of 4% and with consideration to the established conversion rate of SEK 30.40, the convertible debenture loan may amount to not more than SEK 30.5 million. The employee convertible note offer was thus oversubscribed. The convertible notes run from 14 May 2009 until 30 March 2012 and will bear interest at a rate equal to STIBOR plus 2.5 percentage points. The convertible notes can be converted to class B share in Cloetta during the period from 25 February 2011 to 25 February 2012 at a conversion rate of SEK 30.40.

The Cloetta share

On 18 November 2008 Cloetta applied for listing of the company's class B shares on NASDAQ OMX Stockholm, Nordic List. After reviewing the application on 26 November 2008, the stock exchange's listing committee found that no listing would be possible until Cloetta had published an interim report for the period from 1 September to 30 November 2008, after which a final decision could be made regarding a listing on NASDAQ OMX Stockholm, Nordic List. In view of the listing committee's decision, Cloetta was traded on NASDAQ OMX First North during a transitional period, with E. Öhman J:or Fondkommission AB as Certified Adviser. Trading of Cloetta's class B share commenced on 8 December 2008.

On 4 February 2009, the listing committee approved the class B share of Cloetta AB (publ) for trading on NASDAQ OMX Stockholm, Nordic List, after which trading of the class B share of Cloetta AB (publ) commenced on NASDAQ OMX Stockholm, Nordic List, on 16 February 2009. The share is traded under the ticker symbol CLA B with ISIN code SE0002626861. A round lot consists of one (1) share.

During the period from 8 December 2008 to 31 May 2009, 2,814,667 shares were traded. The highest quoted bid price for the Cloetta share was SEK 36.80 and the lowest was SEK 15.50. When the share began trading on NASDAQ OMX First North on 8 December 2008, the share was quoted at SEK 15.50. When trading commenced on NASDAQ OMX Stockholm, Nordic List, on 16 February 2009, the share was quoted at SEK 33.30. A listing prospectus for Cloetta AB (publ) published in preparation for the move to NASDAQ OMX Stockholm, Nordic List, is available on the company's website www.cloetta.se.

Shareholders

After the distribution of the shares in Cloetta, the ownership structure has changed significantly due to Fazer's use of class B shares in Cloetta as consideration in the public tender offer made by Fazer to the shareholders in Fazer Konfektyr Service AB (former Cloetta Fazer AB). Fazer Konfektyr Service AB (publ) conducts, directly or indirectly, the Fazer-related operations previously conducted within the Cloetta Fazer Group. After the changes in ownership, AB Malfors Promotor is the principal shareholder in Cloetta AB (publ). At 31 May 2009, Cloetta AB had 3,833 shareholders. The principal shareholder Malfors Promotor held 79.6% of the votes and 44.8% of the share capital. Other institutional investors held 17.6% of the votes and 33.0% of the share capital.

As a consequence of the Swedish Securities Council's statement AMN 2008:18, Malfors Holding, a wholly owned subsidiary of AB Malfors Promotor, made an offer to the former shareholders on 19 March 2009. The offer was open to those shareholders who previously accepted the public offer from Oy Karl Fazer Ab ("Fazer") to the shareholders in Cloetta to acquire class B shares in Cloetta from Malfors Holding in proportion to the number of shares in Cloetta Fazer tendered by each shareholder under Oy Karl Fazer Ab's public offer. The offer included a total of 756,321 shares and the price per share was SEK 37.71. The offer was the result of a previous agreement between AB Malfors Promotor and Oy Karl Fazer Ab, and was carried out in accordance with the Swedish Securities Council's

statement AMN 2008:18 in order to ensure equal treatment of the previous shareholders in Cloetta Fazer. After the end of the application period on 8 April 2009, a total of 76 shareholders acquired a total of 1,324 class B shares in Cloetta within the framework of the offer.

Future outlook

As a result of the demerger Cloetta's net sales will decrease by approximately 40%, excluding the sale of Fazer products manufactured on a contract basis. Due to the resulting decrease in scale economies, Cloetta's assessment for the short term is that it will not be possible to reduce expenses to an extent equal to the drop in net sales.

From an earnings standpoint Cloetta is feeling the effects of increased raw material costs, mainly due to weakening of the Swedish krona. As the already introduced price increases have not been sufficient to compensate for these rising costs, additional price hikes have been announced.

In the prospectus published ahead of the stock market listing, Cloetta stated its assessment that these reduced scale economies would cause the operating margin to fall below 1.8% in the pro forma accounts for the period 1 September 2007 – 31 August 2008 during a transitional period of four to six quarters after Cloetta's listing on NASDAQ OMX First North on 8 December 2008. The pro forma accounts are based on the exchange rates in force between 1 September 2007 and 31 August 2008. In previous reports, Cloetta has predicted that operating margin for the current financial year would be negative and that the Group would report a loss. Mainly owing to positive sales growth, Cloetta's revised assessment is that operating profit for the full year, before restructuring charges, will be close to zero.

Subsequent events

After the end of the reporting period, no significant events have taken place that could affect the company's operations.

Other

Demerger of Cloetta Fazer

On 15 June 2008 AB Malfors Promotor and Oy Karl Fazer Ab announced a decision for the demerger of the Cloetta Fazer Group. At the Extraordinary General Meeting on 25 July 2008 the shareholders in Cloetta Fazer AB passed a decision in principle to approve the demerger, which resulted in the formation of the two freestanding companies Fazer Confectionery, a division of the Fazer Group, and Cloetta.

The Cloetta Group, whose parent company is Cloetta AB, was formed in July-August and at 31 August 2008 was a sub-group of Cloetta Fazer AB. On 25 November 2008 the AGM of Cloetta Fazer AB, which has changed name to Fazer Konfektyr Service AB (publ), passed a formal resolution on the distribution of the shares in Cloetta AB.

For more information, see the listing prospectus for Cloetta AB (publ) that was published in preparation for the move to NASDAQ OMX Stockholm, Nordic List, in which Cloetta's operations are presented in more detail. The principal shareholder in Cloetta AB is AB Malfors Promotor. Among other things, the prospectus contains Cloetta's vision, goals and strategies. The demerger has now been completed and all transactions between Fazer Confectionery and Cloetta have been settled.

Changed financial year

The Extraordinary General Meeting of Cloetta Fazer on 25 July 2008 adopted an amendment to the Articles of Association entailing a change in the company's financial year from the calendar year to a broken financial year from 1 September to 31 August. A corresponding resolution to change Cloetta's financial year was passed on 25 August 2008. Abbreviated annual financial statements for Cloetta, covering the period from January to August 2008, were adopted by the Annual General Meeting on 5 November 2008.

This interim report covers the period from 1 September 2008 to 31 May 2009. During the period from 1 September to 30 November 2008, quarter 1, Cloetta was a sub-group of Cloetta Fazer AB (name changed to Fazer Konfektyr Service AB).

Operating and financial risks in the Group and Parent Company

Through its operations, the Cloetta Group is exposed to both operating and financial risks. The operating risks are managed by the operating units and the financial risks by the central finance function.

The Group's manufacturing costs account for approximately 60% of total costs. Of total manufacturing costs, raw materials and packaging make up approximately 65%. The most significant raw materials in terms of value are cocoa, sugar and milk products. Compared to the previous year, prices for the majority of raw materials have risen sharply. Price development for raw materials is monitored and analysed continuously.

The Group's financial risks consist primarily of currency risk, interest rate risk and credit risk. Cash and cash equivalents and short-term investments at 31 May 2009 totalled SEK 295 million. The Group's investment strategies are based on the guidelines set out in the Board's finance policy. With regard to the Group's currency hedging (excluding hedged project flows), around 50% of forecasted net flows at 31 May 2009 were hedged for a period of 9 months forward, which is in line with the Group's currency hedging policy. Compensation of SEK 6 million from Fazer Confectionery in respect of forward exchange contracts was received in connection with the demerger.

In connection with acquisitions, a risk assessment of the acquired unit is carried out as part of the due diligence process preceding the transaction.

More information about risk management, see the related sections of the listing prospectus for Cloetta AB (publ) that was published prior to move to NASDAQ OMX Stockholm, Nordic List. No significant changes have taken place compared to the information provided in the listing prospectus.

Accounting policies and other disclosures General

The consolidated interim report is presented in accordance with IAS 34 Interim Financial Reporting and in compliance with the relevant provisions in the Swedish Companies Act and the Swedish Securities Market Act. The same accounting and valuations methods have been applied as in the most recent annual report.

The interim report for the Parent Company has been prepared in accordance with the Swedish Companies Act and the Swedish Securities Market Act, which are consistent with the provisions in recommendation RFR 2.1 Accounting for Legal Entities. The same accounting and valuation methods have been applied as in the most recent annual report. The estimates and assumptions applied by the board and management in preparation of the financial statements are evaluated on a regular basis.

The primary basis for segmentation of the Group's operations consists of geographical segments. Operations are carried out in only one business segment, consisting of manufacturing and sales of confectionery. Of the geographical segments, Sweden is by far the largest market for Cloetta and the other geographical segments do not differ from those in Sweden in terms of risks and opportunities for Cloetta, nor do the risks and opportunities differ between sugar confectionery and chocolate. Consequently, no reporting by segment is provided in the financial reports.

The comparative financial information presented in this interim report is stated according to the principles for predecessor accounting. This means that all of the companies transferred to Cloetta from Cloetta Fazer during 2008 are reported with combined comparatives from the transferred companies based on the consolidated values at which they were reported in the Cloetta Fazer Group. Karamellpojkarna is included as of 1 October 2007 when the company was acquired by Cloetta Fazer. Because the group formation refers to companies under the same controlling influence, the rules in IFRS 3, Business Combinations, are not applicable.

Related party transactions

The definition of related party transactions changed in connection with Cloetta's separation from the Fazer group. Following the demerger, Cloetta AB is an independent and autonomous company. Its principal shareholder is AB Malfors Promotor and any buying and selling of goods and services between Cloetta and the principal shareholder are regarded as related party transactions. No such transactions took place during the period under review.

Sales of goods to companies in the Cloetta Fazer Group (which was considered a related party to Cloetta during the period from September to November 2008) accounted for 4.0% (3.5) of total sales in the first quarter. Of other operating income for the same period, 0% (0) referred to services sold to related parties. Purchases from related parties for the same period amounted to SEK 106 million (89). Buying and selling of goods and services between closely related companies has been carried out at market-based prices.

Ljungsbro, 23 June 2009 Cloetta AB (publ)

Olof Svenfelt Board Chairman

Lennart Bohlin Johan Hjertonsson Board member Board member

Ulrika Stuart Hamilton Mikael Svenfelt Meg Tivéus Board member Board member Board member

Lena Grönedal Birgitta Hillman

Employee representative Employee representative

Curt Petri Managing Director and CEO The information in this report has not been reviewed by the company's auditors

Review of Interim Financial Information performed by the Independent Auditor of the Entity in accordance with IAS 34 and Chapter 9 of the Annual Accounts Act (1995:1554)

To the Board of Directors of Cloetta AB Corporate ID number 556308-8144

Introduction

We have reviewed the interim report of Cloetta AB (publ) at 31 May 2009 and for the nine-month period then ended. The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of this interim financial information in accordance with IAS 34 and the Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.

Scope of review

We conducted our review in accordance with the Standard on Review Engagements (SÖG) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accor¬dance with the Standards on Auditing in Sweden (RS) and other generally accepted auditing practices. The procedures performed in a review do not enable us to obtain a level of assurance that would make us aware of all significant matters that might be identified in an audit. Therefore, the conclusion expressed based on a review does not give the same level of assurance as a conclusion expressed based on an audit.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material respects, in accordance with IAS 34 and the Annual Accounts Act for the group and in accordance with the Annual Accounts Act for the parent company.

Stockholm, 23 June 2009

Helene Willberg Authorised Public Accountant

Summary consolidated profit and loss accounts

					Rolling
	Third quarter		Nine months		12 months	2008
	2009	2008	Sept 2008–	Sept 2007–	June 2008–	2008
SEK M	Mar–May	Mar–May	May 2009	May 2008	May 2009	Jan–Aug
Net sales	237	305	972	1,083	1,276	838
Cost of goods sold	–162	–215	–689	–767	–910	–598
Gross profit	75	90	283	316	366	240
Other operating income	–1	0	37	0	39	6
Selling and administrative expenses	–79	–90	–295	–284	–473	–330
Other operating expenses	–3	3	–3	0	0	0
Operating profit/loss	–8	3	22	32	–68	–84
Financial items	0	1	2	4	4	3
Profit/loss before tax	–8	4	24	36	–64	–81
Income tax expense	1	–2	1	–12	1	–4
Profit/loss for the period	–7	2	25	24	–63	–85
Profit/loss for the period attributable to:
Equity holders of the Parent Company	–7	2	25	24	–63	–85
Earnings per share, basic and diluted	–0.32	0.09	1.03	1.01	–2.62	–3.50
Number of shares at end of period 1)	24,119,196	24,119,196	24,119,196	24,119,196	24,119,196	24,119 ,196

1) Which also corresponds to the average number of shares during the period.

Breakdown between own sales and contract sales for Fazer 1)

	Nine months, Sept 2008 – May 2009
SEK M	Own sales Cloetta	Contract sales Fazer	Total
Net sales	755	217	972
Cost of goods sold	–516	–166	–682
Gross profit	239	51	290
Selling and administrative expenses	–207	–47	–254
Other operating income and expenses	–9	–	–9
Operating profit	23	4	27
Operating margin, %	3.0	2.0	2.8

1) Excluding items affecting comparability (see "Comparative information").

Comparative information

Significant items affecting comparability between years:

		Third quarter	Nine months		Rolling 12 months	2008
SEK M	2009 Mar–May	2008 Mar–May	Sept 2008– May 2009	Sept 2007– May 2008	June 2008– May 2009	2008 Jan–Aug
Cost of goods sold
Restructuring charges	–2	–	–7	–13	–7	–
Total cost of goods sold	–2	–	–7	–13	–7	–
Selling and administrative expenses
Goodwill impairment	–	–	–	–	–90	–90
Restructuring charges	–8	–	–41	–9	–43	–2
Total selling and administrative expenses	–8	–	–41	–9	–133	–92
Other operating income and expenses
Compensation received from Fazer Confectionery for restructuring charges	–	–	28	–	28	–
Compensation received from Fazer Confectionery for forward exchange contracts	–	–	6	–	6	–
Reversal of provision for additional purchase price	–	–	9	–	9	–
Total other operating income and expenses	–	–	43	–	43	–
Effect on operating profit/loss	–10	–	–5	–22	–97	–92
Income tax expense	3	–	4	6	4	0
Effect on profit/loss for the period	–7	–	–1	–16	–93	–92

Quarterly data

	Q3	Q2	Q1	Q4	Q3	Q2	Q1	2008
	2009 Mar–May	Dec 2008– Feb 2009	2008 Sept–Nov	2008 June–Aug	2008 Mar–May	Dec 2007– Feb 2008	2007 Sept–Nov	2008 June–Aug
Net sales, SEK M	237	278	457	304	305	332	446	838
Operating profit/loss, SEK M	–8	–8	38	–90	3	–9	38	–84
Operating margin, %	neg.	neg.	8.3	neg.	1.0	neg.	8.5	neg.
Operating profit/loss, SEK M 1)	2	–8	33	2	3	–9	60	8
Operating margin, % 1)	0.8	neg.	7.2	0.7	1.0	neg.	13.5	1,0
Earnings per share, SEK	–0.32	–0.21	1.53	–3.64	0.09	–0.24	1.10	–3.50

1) Excluding items affecting comparability.

Summary consolidated balance sheets

	2009	2008	2008
SEK M	31 May	31 May	31 Aug
ASSETS
Non-current assets
Intangible assets
Goodwill	91	181	91
Other intangible assets	53	52	53
Tangible assets	454	324	397
Financial assets	4	12	4
Total non-current assets	602	569	545
Current assets
Inventories	125	174	153
Current receivables	109	160	185
Short-term investments	21	–	–
Cash and cash equivalents	274	312	279
Total current assets	529	646	617
TOTAL ASSETS	1,131	1,215	1,162
EQUITY AND LIABILITIES
Equity	730	784	707
Non-current liabilities
Deferred tax liability	113	123	122
Other provisions	92	75	76
Convertible debenture loan	26	–	–
Total non-current liabilities	231	198	198
Current liabilities	170	233	257
TOTAL EQUITY AND LIABILITIES	1,131	1,215	1,162
Pledged assets	4	4	4
Contingent liabilities	2	7	7

Consolidated statements of changes in equity

SEK M	Sept 2008– May 2009	Sept 2007– May 2008	2008 Jan–Aug
Equity at beginning of period	707	760	778
Translation differences	0	0	0
Total income and expense recognised directly in equity, excluding transactions with shareholders	0	0	0
Profit/loss for the period	25	24	–85
Total recognised income and expense excluding transactions with shareholders	25	24	–85
Option portion of convertible debenture loan	2	–	–
Shareholder contributions received	–	–	17
Group contributions	–	–	–3
Dividends	–4	–	–
Equity at end of period	730	784	707

Summary consolidated cash flow statements

			Rolling
		Third quarter		Nine months	12 months	2008
SEK M	2009 Mar–May	2008 Mar–May	Sept 2008– May 2009	Sept 2007– May 2008	June 2008– May 2009	2008 Jan–Aug
Cash flow from operating activities	5	2	128	49	61	–35
Investing activities
Net expenditure on property, plant and equipment	–46	–17	–91	–34	–112	–86
Acquisition of subsidiaries	–	–	–	1	–	–
Acquisition/divestment of short-term investments	10	–	–21	–	–21	–
Acquisition/divestment of long-term investments	–	–12	–	–6	8	6
Cash flow from investing activities	–36	–29	–112	–39	–125	–80
Financing activities
Dividends to shareholders	–	–	–4	–	–4	–
Borrowings	–	–	–	–	47	47
Convertible debenture loan	30	–	30	–	30	–
Repayment of debt	–	–	–47	–	–47	–
Cash flow from financing activities	30	0	–21	0	26	47
Cash flow for the period	–1	–27	–5	10	–38	–68
Cash and cash equivalents at beginning of period	275	339	279	302	312	347
Cash and cash equivalents at end of period	274	312	274	312	274	279
Cash, cash equivalents and short-term investments
< 3 months	274	312	274	312	274	279
Short-term investments > 3 months	21	–	21	–	21	–
	295	312	295	312	295	279

Key ratios

		Third quarter		Nine months	2008	2007
	2009 Mar–May	2008 Mar–May	Sept 2008– May 2009	Sept 2007– May 2008	2008 Jan–Aug	Full year 2007
Operating profit/loss, SEK M	–8	3	22	32	–84	58
Operating margin, %	neg.	1.0	2.3	3.0	neg.	4.2
Items affecting comparability with an effect on
operating profit, SEK	–10	–	–5	–22	–92	–22
Operating margin excluding items affecting
comparability, %	0,8	1.0	2.8	5.0	1.0	5.8
Profit/loss before tax, SEK M	–8	4	24	36	–81	62
Earnings per share, basic and diluted, SEK	–0.32	0.09	1.03	1.01	–3.50	1.84
Earnings per share, basic and diluted, SEK 1)	0.00	0.09	1.07	1.66	0.31	2.50
Return on capital employed, % 1,2)	4.3	7.3	4.3	7.3	3.8	10.3
Return on equity after tax, % 1,2)	3.7	5.2	3.7	5.2	neg.	5.7
Cash flow from operating activities, SEK	5	2	128	49	–35	82
Cash flow after investments in property, plant
and equipment, SEK M	–41	–15	37	15	–121	41
Net receivable, SEK M	227	221	227	221	171	286
Equity/assets ratio, %	64.5	64.5	64.5	64.5	60.9	65.3
Equity per share, SEK	30.27	32.51	30.27	32.51	29.34	32.28
Average number of employees	453	508	468	516	503	517
Number of shares at end of period 3)	24,119,196	24,119,196	24,119,196	24,119,196	24,119,196	24,119,196

1) Excluding items affecting comparability between years.

2) Refers to rolling 12-month period.

3) Which also corresponds to the average number of shares during the period.

Summary parent company profit and loss accounts

		Third quarter		Nine months	2008
	2009	2008	Sept 2008–	Sep 2007–	2008
SEK M	Mar-May	Mar-May	May 2009	May 2008	Jan–Aug
Net sales	10	–	29	–	–
Costs for property management and sold services	0	–	0	–	–
Gross profit	10	–	29	–	–
Administrative expenses	–8	–	–32	–	–1
Operating profit/loss	2	–	–3	–	–1
Other financial income and expenses	80	–	79	–	–
Profit/loss before tax	82	–	76	–	–1
Income tax expense	0	–	0	–	0
Profit/loss for the period	82	–	76	–	–1

Summary parent company balance sheets

SEK M	2009 31 May	2008 31 May	2008 31 Aug
Tangible assets	4	–	4
Financial assets	538	–	547
Total non-current assets	542	–	551
Current assets	96	0	33
TOTAL ASSETS	638	0	584
Equity	602	0	528
Non-current liabilities
Deferred tax liability	1	–	–
Other provisions	0	–	9
Convertible debenture loan	26	–	–
Current liabilities	9	–	47
TOTAL EQUITY AND LIABILITIES	638	0	584
Contingent liabilities	7	–	7

About Cloetta

Founded in 1862, Cloetta is the oldest and only major wholly Swedish confectionery company in the Nordic region. The company's best known brands are Kexchoklad, Center, Plopp, Polly, Tarragona, Guldnougat, Bridge, Juleskum, Sportlunch and Extra Starka. Cloetta has two production units in Sweden, one in Ljungsbro and one in Alingsås. For the period from 1 September 2007 to 31 August 2008, Cloetta reported pro forma net sales of approximately SEK 930 million. As of 16 February 2009 Cloetta's class B shares are traded on NASDAQ OMX Stockholm, Nordic List.

Financial calendar 2009

Year-end report, Sept 2008 – Aug 2009 16 October 2009 Annual report, Sept 2008 – Aug 2009 week 49 2009 Annual General Meeting 2008/2009 18 December 2009 Interim report Q1, Sept – Nov 2009 18 December 2009

The publication dates for 2010 will be posted on the company's website at the end of August 2009.

For additional information contact

Managing Director and CEO Curt Petri, mobile +46 (0)70-593 21 69 or Financial Director Kent Sandin, mobile +46 (0)70-582 77 95.

The annual report and interim reports are also published on www.cloetta.com

Cloetta AB (publ) • CIN 556308-8144 • 590 69 Ljungsbro, Sweden • Tel +46 (0)13-28 50 00 • Fax +46 (0)13-655 60 • www.cloetta.se