January 2014 NAXS Nordic Access Buyout Fund AB AWS

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NAXS Nordic Access Buyout Fund AB January 2014

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

NAXS Nordic Access Buyout Fund AB Access to the Nordic buyout market through a liquid share •  Access to top-performing Nordic buyout funds, otherwise difficult to access, as these funds typically are over-subscribed and generally “closed” to a broad set of investors •  Focus on the Nordic region, with excellent historical private equity buyout performance compared to other regions, as well as stock market indices •  A Swedish limited company structure (“AB”) providing liquidity to an otherwise illiquid asset class and a low investment threshold through the listing of its shares on the NASDAQ OMX Stockholm Exchange •  Attractive degree of diversification: •  6 managers, 8 funds

Fund

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

Valedo Fund I

SEK 60m

SEK 1bn

Valedo Fund II

SEK 65m

SEK 2bn

•  3 vintage years (2007, 2008, 2011) •  exposure to large, mid and small cap segments, with strong weighting towards small and mid cap managers •  indirect ownership of about 80 companies, mostly located in the Nordic region •  exposure to a variety of sectors, the largest of which is healthcare •  Cost-efficient and transparent structure, with strong alignment of interests in the fee structure

Fee structure 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



•  Achieving maturity 6 years after the IPO: as per Q4 2013, 18 exits and more than 10 recapitalisations. The 18 exits have generated an average gross IRR of 19% •  Distribution policy aiming at returning to shareholders, in the long-term, 50 % to 75% of distributable realized annual earnings. For FY 2013, the board of NAXS proposes a dividend of SEK 2.0/share (FY 2012: SEK 0.50/share). 2

NAXS in a snapshot A diversified exposure to the Nordic buyout market IPO in May 2007 – As per Q4 2013, 8 funds, 6 managers, about 80 portfolio companies, 18 exits and more than 10 recapitalisations

For FY 2013, the board of NAXS proposes a dividend of SEK 2.0/share (FY 2012: SEK 0.50/share) NAXS AB

Summary Financial Information (Q4 2013) Equity/share:

SEK 43.92

Private equity fund investments:

80% of equity

Total equity MSEK 654 SEK 43.92 per share

Total exposure to private equity fund 105 % of equity investments:

Small cap Fund size less than MEUR 300

Valedo I & II Sweden

Intera I & II Finland

Naccess Partners

NAXS A/S

Mid cap Fund size MEUR 300–2,000

FSN III 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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NAV evolution NAV continues to rise Including the dividends paid, the NAV has increased: •  by 3.7% during Q4 •  By 8.8% during 213 47

SEK 44.82 45 0.5 0.4 43.92 43 0.5 0.4 0.4

41

40.83 0.4 0.4 39

0.5 0.4 42.34

41.71 0.4 40.53

39.7

39.33

38.15 37

37.51

35 Q4 2011

Q1 2012

Q2 2012 NAV

Q3 2012

Q4 2012

Dividend paid 2012

Q1 2013

Q2 2013

Dividend paid 2013

Q3 2013

Q4 2013

NAXS Portfolio Exposure level and evolution of PE fund investments (Q4 2013) Total exposure to PE funds 105 % of equity** Private equity fund investments* 80% of equity

120% Equity MSEK 654

100%

100%

90%

90%

80%

80%

70%

70%

60%

60%

50%

50% 80%

40%

86%

79%

80%

64%

30%

24%

Private equity fund investments 80% MSEK 522

Equity MSEK 654

10%

7% Q4 2007

Overcommittment

20%

34%

10%

40%

Remaining investment commitments 25% MSEK 164

30%

53%

20%

0%

85%

MSEK 686

110%

0% Q4 2008

Q4 2009

Q4 2010

Q4 2011

Q4 2012

Q1 2013

Q2 2013

Q3 2013

Q4 2013

Private equity fund investments

* Private equity fund investments = the fair value of investments in private equity funds

** maximum exposure level is 125% of equity

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NAXS Portfolio Acquisitions, exits and performance (Q4 2013)

•  98 portfolio companies acquired since 2007 IPO, of which 18 exits and more than 10 recapitalisations •  the 18 exits have generated an average gross IRR of 19% •  average holding period of current portfolio companies: approx. 3 years

No. of portfolio companies acquired/year

2007 2008 2009 2010 2011 2012 2013 Total

(exited companies in grey)

No of new portfolio companies

20 18

2

16 6

12 10 8 6 4 2

No of companies acquired in the year

3 6

9

2008

2009

12

18

16

4

6

6

3

2

1

15

9

4

10

98 18

18

that are now exited 16

10

16

No of exits during the period

1

14

12

15

15 9

6

0 2007

2010

2011

2012

2013

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NAXS Portfolio Attractive level of diversification •  6 managers •  8 funds •  Vintages 2007, 2008 and 2011 •  Different size segments and geographic focus

NAXS

•  Small and mid cap funds represent over 50% of total commitments and over 65% of total equity

Small cap Fund size less than MEUR 300

Valedo I & II

Mid cap Fund size EUR 300–2,000

Intera I & II

FSN III

Herkules III

Nordic Capital VII

Finland

Norway/Nordic

Norway/Nordic

Nordic/Europe

Sweden

Valedo II 11%

Valedo I 8%

Nordic Capital VII 26%

Intera II 10% Intera I 8% Herkules III FSN III 6% 13%

Apax VII 18%

Asset allocation per fund (% of current commitments)

Large cap Fund size above MEUR 2,000

European large cap 18%

Nordic large cap 26%

Nordic small cap 38%

Nordic mid cap 18%

Asset allocation per segment (% of current commitments)

2011 20%

RoW 29%

Rest of Europe 12%

Apax VII Europe/Global

2007 26%

Nordic region 59%

Asset allocation per geography

(% of fair value of current portfolio companies)

2008 53%

Asset allocation per vintage (% of current commitments)

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NAXS Portfolio Attractive level of diversification

Over 90 companies acquired since the 2007 IPO…

…in varying industries (as per 31/12 2013)…

…with limited concentration (as per 31/12 2013)

Sectors Media 4% Building & ConstrucIT & tion Telecom 7% 9%

Healthcare 27%

The 10 largest portfolio companies together make up less than 29% of equity. No company is larger than 8.5% of equity.

Financial & Business services 12%

Industry 17%

Consumer goods & services 24%

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NAXS Achieving maturity 100% 80% 60%

Private equity fund investments represent 80% of equity

40% 20% 0%

7%

24%

34%

64%

53%

80% 85% 86% 79% 80%

Capital efficient with money deployed in more than 80 companies

Q4 Q4 Q4 Q4 Q4 Q4 Q1 Q2 Q3 Q4 2007 2008 2009 2010 2011 2012 2013 2013 2013 2013 Private equity fund Cash

•  6 managers •  8 funds •  over 80 companies

Now a high degree of diversification with attractive Nordic companies

No of companies acquired per year

98 companies acquired over 6 year period with exits starting 2010

•  18 exits and more than 10 recaps so far •  Many portfolio companies have now been held for 4–5 years •  Average holding period of current portfolio companies is approx. 3 years

20

2

15 10 5 0

For FY 2013, he board of NAXS proposes to pay a dividend of SEK 2.0/share (FY 2012: SEK 0.50/share)

6 6 6

10

3 9

16

1 15

15

9

2007 2008 2009 2010 2011 2012 2013

“NAXS expects that its portfolio will continue to experience a healthy level of activity over the coming quarters, through investments, divestments as well as recapitalizations.” (Excerpt from 2013 Q3 Report – Future Prospects)

Value transfer to shareholders

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NAXS AB Board of Directors & Executives NAXS Nordic Access Buyout Fund AB (publ) – Board of Directors John Chapman (1956) Chairman

Ramanan Raghavendran (1968) Board Member

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

•  Managing Partner, Kubera Partners, the manager of the Kubera Cross-Border Fund, a closed-end private equity fund listed on the London Stock Exchange (AIM) •  Formerly at McKinsey & Company, General Atlantic Partners, Insight Venture Partners and TH Lee Putnam Ventures

NAXS Nordic Access Buyout Fund 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 Exclusive 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 15 years of experience in investment banking and private equity

•  Over 10 years of private equity 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 Nordic access buyout fund AB Appendix

NAXS Investment characteristics and Company Facts* Geographic focus

Type of Funds

Number and sizes

Funds, which have the Nordic region (Denmark, Finland, Norway and Sweden) or at least one of the Nordic countries as their investment focus, or have an advisory team dedicated to the Nordic region

Private equity buyout funds managed by established managers and selected emerging managers •  Commitments to 6–10 different fund managers, with funds of different vintages •  Max. 125% of NAV committed to and/or invested in underlying funds

Legal form

A public limited liability company incorporated under Swedish law

Target investments

Private equity buyout funds with a focus on the Nordic region

Investable assets

Up to SEK 750 million

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

•  Max 40% of NAV with same Manager •  Max. 20% of NAV may be allocated to co-investments

Dividend policy

•  50–75% of distributable realized annual returns over the long-term •  Dividend magnitude dependent on up-coming investment opportunities

Financing & management of net cash

•  NAXS.ST in Reuters

•  Fund investments are financed through equity •  Liquid assets/net cash invested in interest-bearing instruments only

Auditor

Ernst & Young

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 data Portfolio – 8 underlying funds (Q4 2013) # 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

5

4

Intera Fund I KY

MEUR 125

Small cap

2007

Finland

5

2

Apax Europe VII LP

MEUR 11,000

Large cap

2008

Europe/Global

25

8

FSN Capital III LP

MEUR 375

mid cap

2008

10

0

Herkules Private Equity Fund III LP

MNOK 6,000

mid cap

2008

Norway/Nordic

9

2

Nordic Capital Fund VII LP

MEUR 4,300

Large/mid cap

2008

Primarily Nordic

16

2

Intera Fund II KY

MEUR 200

Small cap

2011

Finland

5

0

Valedo Partners Fund II AB

MSEK 2,000

Small cap

2011

Sweden

5

0

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

15

NAXS Summary financial information and share data (Year End Report 2013)

SEK/share 43.92 100%

Financial information

Dec 31, 2013

Share (listed on NASDAQ OMX Stockholm)

Jan 29, 2014

Net result - 9 months, MSEK

54

Share price, SEK

42.30

Equity, MSEK

654

12 month change

36.5%

80%

Net cash, MSEK

131

70%

Private equity fund investments, MSEK

522

2013 change

31,5%

Premium to NAV

- 2%

Total exposure to PE funds/ Equity

105% (MSEK 686)

# of shares (before share repurchase)

15 000 000

Outstanding investment commitments, MSEK

164

Dividends – historical

SEK 0.40 (FY 2011) SEK 0.50 (FY 2012)

Dividend – proposed for FY 2013

SEK 2.00

90%

60% 50% 40%

80%

30%

SEK/share 35.09

20% 10% 0%

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NAXS Various Selected definitions*

Contact information

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

NAXS Nordic Access Buyout Fund AB Lennart Svantesson, CEO Grev Turegatan 10 114 46 Stockholm Email: [email protected] Tel: +46 733 110 011

Current commitments Acquisition cost for private equity fund investments, plus remaining commitments to private equity funds 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 interestbearing current and long-term receivables, less interest-bearing current and long-term 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

Naccess Partners AB Thomas Åkerman Email: [email protected] Amaury de Poret Email: [email protected] Pareto Öhman AB (share and trading information) Joakim Appeltofft Email: [email protected] Tel: +46 40 75022

* For a full set of definitions please refer to the last page of the Company’s financial reports

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