Q3 2016 NAXS AB

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NAXS AB Q3 2016

www.naxs.se. Grev Turegatan 10, 1tr, SE-114 46 Stockholm, Sweden. Phone: +46 (0) 8 611 33 25

NAXS AB Permanent capital focusing on the Nordic market

Fund

• NAXS is an investment company listed on NASDAQ Stockholm. NAXS primarily invests in private equity funds with a Nordic focus, but may also make direct investments or co-investments alongside private equity or other alternative assets funds. In addition, NAXS may, to a limited extent, make other types of investments.

Commitment

Fund Size

Apax Europe VII

EUR 15m

EUR 11bn

FSN Capital III

EUR 10m

EUR 375m

Herkules Private Equity Fund III

NOK 40m

NOK 6bn

Intera Fund I

EUR 7m

EUR 125m

Intera Fund II

EUR 7,25m

EUR 200m

Nordic Capital Fund VII

EUR 20m

EUR 4.3bn

• 8 private equity funds from 6 managers

Valedo Fund I

SEK 60m

SEK 1bn

• 112 underlying portfolio companies

Valedo Fund II

SEK 65m

SEK 2bn

• Listed in 2007, the company currently offers an attractive exposure to the private equity buyout segment:

• 3 vintage years (2007, 2008, 2011) • exposure to large, mid and small cap segments, with strong weighting towards small and mid cap managers Fee structure

• As per Q3 2016, 47 full exits and more than 20 recapitalisations. The 47 exits have generated an average gross IRR of 23% • Distribution policy aiming at returning to shareholders, in the long-term, 50% to 75% of profit after tax. For FY 2015, NAXS has paid a dividend of SEK 2.50/share (an 8.7% increase over the FY 2014 dividend of SEK 2.30/share).

PLEASE REFER TO THE FULL YEAR-END 2015 REPORT (AVAILABLE ON WWW.NAXS.SE) FOR COMPLETE INFORMATION

Management fee

Carried interest

1% p.a. up to NAV of SEK 1 billion

5% over a preferred return of 5% to investors

0.5% p.a. on NAV over SEK 1 billion



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NAXS Snapshot

IPO in May 2007 – As per Q3 2016, 8 private equity funds, over 65 portfolio companies, 47 exits and more than 20 recapitalisations NAXS AB

Summary Financial Information (Q3 2016) Equity/share:

SEK 54.19

Private equity fund investments:

57% of equity

Total equity MSEK 806 SEK 54.19 per share

Naccess Partners

NAXS A/S

Small cap Fund size less than MEUR 300

Valedo I & II Sweden

Mid cap Fund size MEUR 300–2,000

Intera I & II

FSN III

Finland

Norway/Nordic

Herkules III Norway/Nordic

Large cap Fund size above MEUR 2,000

Nordic Capital VII Nordic/Europe

Apax VII Europe/Global

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NAXS NAV evolution The NAV per share increased by 1.6% during Q3 2016 and by 4.7% over 12 months (incl. dividend paid)

65

2,5

60

2,5 2,3

2,3 2,3 55

2 2

50

2

0,5 0,4

0,5 0,4

51,94

52,06

Q1 2015

Q2 2015

0,5 0,4

2

2,3 2,3

2 0,5 0,4

0,5 0,4

2 2 0,5 0,4

0,5 0,4

0,5 0,4

0,5 0,4 0,5 0,4

45

0,5 0,4

0,4

50,53 46,09 43,92

40,83

40,53

Q4 2012

Q1 2013

41,71

42,34

Q2 2013

Q3 2013

54,16

54,52 52,76

53,3

54,19

48,85

0,4

0,4

39,7

2 0,5 0,4

0,5 0,4

0,5 0,4 40

2

2

2,3

44,86

35 Q3 2012

NAV

Q4 2013

Dividend paid 2012

Q1 2014

Q2 2014

Dividend paid 2013

Q3 2014

Q4 2014

Dividend paid 2014

Dividend paid 2015

Q3 2015

Q4 2015

Q1 2016

Q2 2016

Q3 2016

Dividend paid 2016

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NAXS 47 exits 112 portfolio companies have been acquired since inception in 2007, 47 of which have been fully exited (Q3 2016) No of companies acquired per year (exited companies in grey)

20

15

7

The 47 exits have generated an average gross IRR of 23%

3 8 10 10 7 9

3 12

11

5

8 6

6

5

7 4

3

2

0 2007

2008

2009

2010

2011

2012

Remaining companies

2013

2014

2015

2016

Exited

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NAXS Examples of recent exits in the press

Herkules in NOK 2.2bn Espresso House exit

NAXS On a street near you!

N.B. The companies featured on this slide comprise both existing and former portfolio companies

NAXS Summary • 8 private equity funds • 6 managers • over 60 underlying portfolio companies

High degree of diversification with attractive Nordic-based companies

No of companies acquired per year (exited companies in grey)

20

112 companies acquired over a 9-year period 47 exits and more than 20 recapitalizations as of Q3 2016

15

7 8

10

10

7

9

11

5 0

3

3

6

5

12 8

Average holding period of current portfolio companies is approx. 5 years

3 6

7

4

2

2007200820092010201120122013201420152016 Remaining companies

For FY 2015, NAXS has paid a dividend of SEK 2.50/share (an 8.7% increase over the SEK 2.30/share dividend for FY 2014)

Exited

Value transfer to shareholders 8

NAXS AB Appendix

NAXS Selected data Current portfolio – 8 underlying private equity funds (Q3 2016) # of current portfolio companies

# of exited portfolio companies

Website

NAXS original Commitment

www.valedopartners.se

MSEK 60

Fund

Fund size

Segment

Vintage

Geographic focus

Valedo Partners Fund I AB

MSEK 1,000

Small cap

2007

Sweden

2

7

Intera Fund I KY

MEUR 125

Small cap

2007

Finland

3

4

Apax Europe VII LP

MEUR 11,000

Large cap

2008

Europe/Global

15

20

FSN Capital III LP

MEUR 375

mid cap

2008

5

5

Herkules Private Equity Fund III LP

MNOK 6,000

mid cap

2008

Norway/Nordic

5

6

Nordic Capital Fund VII LP

MEUR 4,300

Large/mid cap

2008

Primarily Nordic

15

3

Intera Fund II KY

MEUR 200

Small cap

2011

Finland

11

1

Valedo Partners Fund II AB

MSEK 2,000

Small cap

2011

Sweden

9

1

Norway/Nordic

wwww.interapartners.fi

www.apax.com www.fsncapital.no www.herkulescapital.no

MEUR 7

MEUR 15 MEUR 10 MNOK 40 MEUR 20

wwww.interapartners.fi

www.valedopartners.

MEUR 7.25 MSEK 65

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NAXS AB Board of Directors & Executives NAXS AB (publ) – Board of Directors John Chapman (1956) Chairman

Tony Gardner-Hillman (1956) Board Member

• Lawyer and Chartered Financial Analyst (CFA) specializing in representing shareholder interests in connection with the operation and management of investment funds • Example of board positions: ACP Capital Limited, Central Asia Regional Growth Fund, Black Sea Property Fund, Trinity Capital Plc

• Lawyer with over 30 years of extensive experience in investment funds, corporate and trust company law, regulation and practice. • Example of board positions: Bellzone Mining Plc, The Ottoman Fund Limited, Black See Property Fund Limited, ACP Capital Limited

NAXS AB (publ) – Executives Lennart Svantesson (1953) CEO

• Former CEO of Bure Equity AB, Scribona AB, Arthur D. Little Scandinavia • Example of board positions: Vehco AB, Icomera AB, Chalmers Innovation AB

Gösta Lundgren (1955) CFO

• Former CFO of Varyag Resources and auditor at Osborne Johnson Revisionsbyrås AB

Andrew Wignall (1964) Board Member

• Fellow of the Institute of Chartered Accountants in England and Wales • Independent non-executive director of a number of private equity, real estate and other alternative fund structures • Example of board positions: Alden Global Capital, DN Capital, Capvis Equity Partners Priveq Investments

NAXS A/S Board of Directors NAXS Nordic Access Buyout A/S is the holding company for NAXS’ fund investments

Grace Reksten Skaugen (1953) Chairperson

Robin Ahlström (1946) Board Member

• Former Director Corporate Finance, Orkla Enskilda Securities

• Former CEO of Alfred Berg and former Head of Nordic Region, Goldman Sachs

• Example of board positions: Investor AB, StatoilHydro ASA, Orkla ASA

• Example of current board positions: Stronghold AB, Niam AB, Ahlström Oy • Other positions: industrial advisor to Altor Equity Partners

Lennart Svantesson

John Chapman

(1953) Board Member

(1956) Board Member

• Lawyer and Chartered Financial Analyst (CFA) specializing in representing shareholder interests in connection with the operation and management of investment funds • Example of board positions: ACP Capital Limited, Central Asia Regional Growth Fund, Black Sea Property Fund, Trinity Capital Plc

• CEO of NAXS AB • Former CEO of Bure Equity AB, Scribona AB, Arthur D. Little Scandinavia • Example of board positions: Vehco AB, Icomera AB, Chalmers Innovation AB

Naccess Partners AB Investment advisor Naccess Partners AB

Thomas Åkerman (1955) Managing Partner

Amaury de Poret (1971) Managing Partner

• Co-founder of the NAXS Group

• Co-founder of the NAXS Group

• Over 20 years of experience in investment banking and private equity

• Over 15 years of private equity and alternative assets experience

• Former head of Corporate Finance for Sweden at Alfred Berg ABN Amro

• Associate in private equity and merger & acquisition practices of leading international law firms (lastly at the Stockholm office of White & Case)

• Former head of Merger & Acquisition for Sweden at Enskilda Securities • Former president of Novestra, a venture capital fund listed on the Stockholm exchange • B.Sc. (Economics and Mathematics) from the Stockholm and Lund Universities.

• Part of the management team of a private equity fund managed out of São Paulo, Brazil and Washington DC

Per Rinder (1949) Chairman

• Former head of private equity fund investments at the Sixth Swedish National Pension Fund, one of the largest institutional private equity investors in the Nordic Region • Reporting Clerk to the Court of Appeal and LL.B. from Stockholm University • Member of the board of Accent Equity Partners AB

• Swiss-qualified attorney and LL.B. from the University of Fribourg, Switzerland.

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NAXS Investment characteristics and Company Facts* Investment criteria

Investment size and diversification

• Investments in private equity funds, which have one or more of the Nordic countries (Denmark, Finland, Norway and Sweden) as their investment focus

Legal form

A public limited liability company incorporated under Swedish law

• Investment alongside private equity funds and other alternative assets funds in the Nordic countries

Investable assets

Up to SEK 1,000 million

• Up to twenty-five percent of NAV may be invested in any securities or assets in any jurisdiction.

Number of shares

15 000 000 shares (excl. share repurchase)/ single share class

Advisory service fee

1% of reported NAV up to SEK 1.0bn, and 0.5% over SEK 1.0bn

Carried interest

Investors 95.0% and the Manager 5.0%, after a 5.0% preferred return for the benefit of investors

Listing

NASDAQ OMX Stockholm

Ticker

• NAXS SS in Bloomberg

• NAXS intends to hold a diversified portfolio of investments • However, based on market conditions, up to 40% of NAV may be placed in a single investment

Dividend policy

• 50–75% of profit after tax, excluding unrealized income and costs

• NAXS.ST in Reuters Financing & management of net cash

• Fund investments are financed through equity

Auditor

Ernst & Young

• Liquid assets/net cash invested in secure short interestbearing instruments only

Reporting

Aggregate NAV reported on a quarterly basis

* Please refer to www.naxs.se and the OMX listing prospectus for exhaustive information

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NAXS Selected definitions / Contact information Selected definitions*

Contact information

Commitment The maximum amount that a limited partner agrees to invest in a fund

NAXS AB

Current commitments Acquisition cost for private equity fund investments, plus remaining commitments to private equity funds Gross IRR The internal rate of return generated annually at the underlying private equity funds’ level, before the deduction of the management fees and carried interest Net asset value The fair value of total assets, less net debt (corresponds to equity) Net debt/Net cash Cash and cash equivalents, short-term investments and interest-bearing current and long-term receivables, less interest-bearing current and longterm liabilities Private equity fund investments Fair value of investments in private equity funds Total exposure to private equity fund investments Private equity funds investments and remaining commitments to private equity funds * For a full set of definitions please refer to the last page of the Company’s financial reports or www.naxs.se

Lennart Svantesson, CEO Grev Turegatan 10 114 46 Stockholm Email: [email protected] Tel: +46 733 110 011

Naccess Partners AB Thomas Åkerman Email: [email protected] Amaury de Poret Email: [email protected]

Pareto Securities AB (share and trading information) Joakim Appeltofft Email: [email protected] Tel: +46 40 75022

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