Willebrand Invest AB (publ)

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Invitation to subscribe for shares of

Willebrand Invest AB (publ) July 2011

Willebrand Invest – capital- & business partner for entrepreneurs in startups Willebrand Invest AB, below defined as WIAB, was founded during 2011 by Stefan Willebrand with the intention to act as a partner supplying capital and knowledge for start-up companies. WIAB intends to act globally but nurturing its local roots where the company has found a niche among companies that need between 500,000 – 5 million SEK in capital to transform an idea into a business. The founder and CEO Stefan Willebrand has for a long time been active in financial technology, asset management and financial services. He is currently active in several businesses which have been aggregated in WIAB. Through his wholly owned company Willebrand Group AB he incubates his early ideas together with external partners to test whether these could be viable. When the business concept has proven themselves they are introduced to WIAB to form a firm foundation for the next phase of development. A process in three phases The whole process can be viewed as a pyramid. IN STAGE ONE Willebrand Group assumes all the risk to start and incubate the business, in some cases together with one or several partners.

the incubated business has reached a point where clear signs of a viable business are present but where additional capital is required for expanding the business. WIAB is then introduced which buys all or parts of the company and provides additional funding and/or expertise. IN PHASE THREE the company has grown and stands on its own in terms of both capital and knowledge with a good organization and is positioned for global expansion. Willebrand Invest makes a full or partial exit in this phase with a view to generating good returns for its shareholders and to fill a void in the capitalist food chain. IN PHASE TWO

Portfolio composition Company

A-shares B-shares V alue MSEK % capital

Bricknode AB

% votes



762,443

18.3

58.7%

58.7%

500

50

6.6

55.0%

91.8%

Grandvik AB



226

2.3

45.2%

45.2%

SYCAP Group (UK) Ltd



86,420

4.3

1.7%

1.7%

FHS AB

The value of the holdings, in total 31.5 MSEK, is divided according to the chart below which shows the percentage of the total portfolio. Below is a short description of each company.

58%

21%

Bricknode

FHS



14%

SYCAP

7% Grandvik

Bricknode develops financial trading solutions based on revolutionary technology which allows for streamlined structure of the licensees resulting in significant cost savings for banks, brokers and their end customers. The platform is called BFS and is a complete solution for banks, brokerages and other financial companies. The system includes everything from back office to risk management and front-end for the end customers. BFS supports traditional exchange trading, exchange traded funds (ETFs) and OTC products, which includes trading of mutual funds, CFDs, foreign exchange and structured products. Bricknodes business model is based on a concept known as Softwareas-a-Service (SaaS) in which all software and technology solutions are managed by Bricknode and the end user licenses the system as a service in the ”cloud”.

Gekko Global Markets Ltd is a dedicated provider of spread betting, CFDs and foreign exchange. The company was founded in 2007 and has already established a presence throughout Europe. The trading platform was developed by SYCAP Group AB, a part of the same group. SYCAP Group was founded in 2005 by Stefan Willebrand, and a partner with 50% ownership each. SYCAP Group AB received 100% ownership of Gekko Global Markets in 2009. During 2010 a holding company was created in England called SYCAP Group (UK) Ltd. which now owns 100% of Gekko Global Markets Limited and 100% of SYCAP Group AB.

www.bricknode.com

www.sycapgroup.com, www.ggmarkets.com

A full investment memorandum can be obtained from Willebrand Invest and downloaded from the website www.willebrandinvest.com.

The CEO Dear prospective shareholder of Willebrand Invest AB, my hope is that this memorandum is to give you a clear picture of what Willebrand Invest is and where it is today. I began my career as an entrepreneur in 1998 and since then has experienced both ups and downs, but received a great deal of experience across a broad spectrum of business. My main commitment is in the financial and technological industry as reflected by the holdings which I have now aggregated in Willebrand Invest. This industry is undergoing rapid change, where every day offers new opportunities and challenges. Together with you as a shareholder, I now want to create a long term business with a local presence to promote efficiency in a number of industry sectors. Our goal is to create as high a return as possible by taking calculated and controlled risks. As shareholders, we will together have at least a real business meeting each year, the AGM, where we have a day to discuss our company and its ventures. I started Willebrand Invest mainly because of two reasons: first and foremost I want to create conditions to eventually be able to fill the void that exist in the Swedish venture capital space, where entrepreneurs in the early stages require less investment and more experienced and active ownership to be able to convert ideas into fledgling businesses. As the founder and executive in several companies I have in fact often been disappointed at the slow and conservative venture capital market in Sweden, with the exception of a few players. This has spurred me to want to make it easier for motivated entrepreneurs to get the conditions they deserve to be able to concentrate on building their businesses, instead of always looking for money with long lead times and bad conditions.

Financial Hosting Solutions Sweden AB (”FHS”) is a company specializing within hosting of dedicated servers and managed hosting and outsourcing of IT services and consulting. FHS’s mission is to provide hosting services and expertise in the financial service segment. FHS intends to build its own ”cloud” where computing power can easily be rented by companies that use FHS. Building this ”cloud” requires a major investment from FHS and therefore FHS will focus on cash flow during the first two years and to build a profitable business within hosting, which for a layman can be compared with heavy industry outside the IT segment.

Stefan Willebrand, CEO

Emelie Willebrand director

Jack Johansson director

Pontus Ljunggren director

The second reason was to effectively aggregate my current business commitments which are at different stages and giving them an indirect listing on a market through the investment company. By having a listing there is a market-based price on the companies which can be used for making future acquisitions through payment with shares and to establish greater security for the shareholders who have access to a liquid market for buying and selling shares. Sincerely, Stefan Willebrand

Grandvik AB is a financial institution active in the market for small consumer loans with a focus on short loan periods at competitive conditions. Grandvik also aims to provide business services such as factoring in the near future. Grandvik has developed its own software platform for credit activities which also will be licensed to future partners. Grandvik provides its first service through the site: www.kortlan.se.

www.financialhostingsolutions.com

A full investment memorandum can be obtained from Willebrand Invest and downloaded from the website www.willebrandinvest.com.

Subscription form Sent or handed to: Willebrand Invest AB (publ) Subject: Subscription for shares Box 396 SE-541 28 Skövde, Sweden Fax: +46-(0)500-41 46 09 Phone: +46-(0)8-559 22 376 You are hereby invited, under the terms of the information memorandum ”Willebrand Invest AB (publ) Investment memorandum, 1st July 2011”, to subscribe for shares in Willebrand Invest AB (publ). I register me / us, under the terms of the investment memorandum established by the board for Willebrand Invest AB in July 2011, for the subscription of ____________________shares of Willebrand Invest. Subscription shall be a minimum of 300 shares. Allocated shares shall be paid according to instructions on the contract note sent. The price is 22 SEK per share. Commission will not be charged. The signatory understands and acknowledges that: • Registration is binding. • No changes or additions may be made to the printed text of this application form. • Willebrand Invest AB is not responsible for technical errors, failure of telecommunications or mail in connection with submission of this application form. • By signing this application form Willebrand Invest AB is authorized on behalf of the signatory to execute the subscription of shares as reported by me/us above and otherwise in accordance with the terms of the invitation. • By signing this application form I (we) acknowledge that I (we) took note of the information listed on this page and the investment memorandum mentioned on this page. • Incomplete or incorrectly completed application forms may be rejected. • Allocation of shares in accordance with the completed and signed application form cannot be guaranteed. For the complete terms of the offer you are referred to the Investment Memorandum issued by the board of Willebrand Invest AB (publ) during 1st of July 2011. Sign the subscription form. Subscription form without signature may be ignored.

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© 2011 Willebrand Invest AB (publ) | Box 396 | SE-541 28 Skövde |www.willebrandinvest.com | Org nr 556693-8907