October 2017 NAXS AB

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NAXS AB October 2017

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

• 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. • Listed in 2007, the company currently offers an attractive exposure to the private equity segment: • 9 private equity funds (8 buyout funds and 1 special situations fund) • 7 managers • 61 underlying portfolio companies (remaining after 54 exits) • 4 vintage years (2007, 2008, 2011 and 2017) • exposure to large, mid and small cap segments, with strong weighting towards small and mid cap managers • As per Q3 2017, 54 full exits and more than 20 recapitalisations. The 54 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 paid a dividend of SEK 2.50/share. For FY 2016, the AGM decided that no dividend be paid in view of the fact that over SEK 38m (approx. SEK 2.60/share) have been distributed through shares buybacks during Q1 2017. •. PLEASE REFER TO THE FULL Q3 2017 REPORT (AVAILABLE ON WWW.NAXS.SE) FOR COMPLETE INFORMATION

Buyout funds

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

Special situation fund

Commitment

Mimir Invest AB

SEK 50m

Fund Size < SEK 500m

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



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NAXS Snapshot IPO in May 2007 – At Q3 2017, 9 private equity funds, 61 portfolio companies, 54 exits and more than 20 recapitalizations Summary Financial Information (Q3 2017) Equity/share:

SEK 60.41

Private equity fund investments:

45% of equity

NAXS AB Total equity MSEK 824 SEK 60.41 per share

NAXS A/S

Small cap buyout Fund size less than MEUR 300 Valedo I & II Sweden

Intera I & II Finland

Mid cap buyout Fund size MEUR 300–2,000 FSN III Norway/Nordic

Herkules III Norway/Nordic

Naccess Partners

Large cap buyout Fund size above MEUR 2,000 Nordic Capital VII Nordic/Europe

Apax VII Europe/Global

Small cap special situations

Mimir Invest AB Primarily Nordic

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NAXS NAV evolution The NAV per share increased by 6.6% during in the first 9 months of 2017, and by 11.5% over 12 months 75

70 2,5 2,3

65 2,5 60 2,3

2,3 2,3

55

2 0,5 0,4

50 0,5 0,4

45 0,5 0,4 40

2 0,5 0,4

42,34

0,5 0,4

43,92

2,3

2 0,5 0,4

2 0,5 0,4

2,3 2 0,5 0,4

2,3

2,3

2 0,5 0,4

2 0,5 0,4

2,3

2 0,5 0,4

2 0,5 0,4

61,73

2 0,5 0,4 48,85

46,09

2 0,5 0,4

2 0,5 0,4

2 0,5 0,4

2,5

2,5

2,5

50,53

51,94

52,06

Q1 2015

Q2 2015

54,16

52,76

54,52

53,3

54,19

Q2 2016

Q3 2016

56,69

57,68

Q4 2016

Q1 2017

2,5 2,3 2 0,5 0,4

60,41

44,86

35 Q3 2013 NAV

Q4 2013

Q1 2014

Q2 2014

Dividend paid 2012

Q3 2014

Q4 2014

Dividend paid 2013

Q3 2015

Q4 2015

Q1 2016

Dividend paid 2014

Dividend paid 2015

Q2 Q32017 2017

Dividend paid 2016

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NAXS 54 exits (Q3 2017) 115 portfolio companies have been acquired since inception in 2007, 54 of which have been fully exited

20

15

The 54 exits have generated an average gross IRR of 23%

8 8

10

5

12 9

3

9

5

10

3

4

8

10 6

7 4

3

3

3

2016

2017

0 2007

2008

2009

2010

2011

2012

Remaining companies

2013

2014

2015

Exited 5

NAXS Examples of recent exits in the press

NAXS On a street near you!

NAXS Summary • 9 private equity funds

High degree of diversification with attractive Nordic-based companies

• 7 managers • over 60 underlying portfolio companies

No of companies acquired per year

20

115 companies acquired over a 10-year period 54 exits and more than 20 recapitalizations as of Q3 2017

15

8 8

10

12 9

9

5

0

Average holding period of current portfolio companies is approx. 5.5 years

5

3 10

3

4

3

8

10 6

7

4

3

3

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Remaining companies

Exited

For FY 2015, NAXS has paid a dividend of SEK 2.50/share. FY 2016, the AGM decided that no dividend be paid in view of the fact that over SEK 38m (approx. SEK 2.60/share) have been distributed through shares buybacks during Q1 2017

Value transfer to shareholders 8

NAXS AB Appendix

NAXS Current portfolio 9 private equity funds: 8 buyout funds and 1 special situations fund # of current portfolio companies

# of exited portfolio companies

Website

NAXS original Commitment

www.valedopartners.se

MSEK 60

Buyout Funds

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

13

22

FSN Capital III LP

MEUR 375

Mid cap

2008

3

7

Herkules Private Equity Fund III LP

MNOK 6,000

Mid cap

2008

Norway/Nordic

4

7

Nordic Capital Fund VII LP

MEUR 4,300

Large/mid cap

2008

Primarily Nordic

13

5

Intera Fund II KY

MEUR 200

Small cap

2011

Finland

11

1

Valedo Partners Fund II AB

MSEK 2,000

Small cap

2011

Sweden

10

1

# of current portfolio companies 2

Norway/Nordic

Special Situations Fund

Fund size

Segment

Vintage

Geographic focus

Mimir Invest AB

< MSEK 500m

Small cap

2017

Primarily 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

MEUR 7.25

www.valedopartners.

MSEK 65

# of exited portfolio companies

Website

NAXS original Commitment

0

www.mimirinvest.com

MSEK 50

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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

Damhnait Ni Chinneide (1974) Board Member

• 16 year career in global financial markets in both banking and asset management, with various positions at Pioneer Investments, Lee Overlay Partners and JPMorgan • BA in Finance from National University of Ireland and Masters in Financial Services from University College Dublin

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, Orkla ASA, Lundin Petroleum AB

• 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 25% 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

Buyout fund A private equity fund, whose strategy is to acquire a controlling interest in the targeted companies

NAXS AB

Commitment The maximum amount that a limited partner agrees to invest in a fund Current commitments Acquisition cost for private equity fund investments, plus remaining commitments to private equity funds

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

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

Naccess Partners AB

Net asset value The fair value of total assets, less net debt (corresponds to equity)

Amaury de Poret Email: [email protected]

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 Special situations fund A private equity fund, whose strategy is to acquire companies, where an active ownership is required, such as under-performing companies, and/or imply complex transactions, such as carve-outs from larger conglomerates

Thomas Åkerman Email: [email protected]

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

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

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