Advania’s offer to the shareholders...Advania’s offer to the shareholders of Caperio Holding AB...

Advania’s offer to the shareholders of Caperio Holding AB (publ)

On 27 April 2017, Advania Holding AB, Reg. No. 556616-7598, (“Advania”), a company indirectly owned by Advania Invest AB, Reg. No. 556963-9031, (“Advania Invest”, together with its fully consolidated subsidiaries, the “Advania Group”), announced an all-cash offer to the shareholders of Caperio Holding AB (publ), Reg. No. 556680-2673 (“Caperio” or the “Company”), to acquire all shares in Caperio on the terms and conditions set out in this offer document (the “Offer”).

This offer document is available both in Swedish and English. In the event of any discrepancy between the English and Swedish language versions, the Swedish language version shall prevail.

The information in this offer document purports to be accurate, although not complete, only as of the date of the announcement of this offer document. No representation is made that it was or will remain accurate on any other date. The information in this offer document is furnished solely for the purpose of the Offer and may not be relied upon for any other purposes.

The information regarding Caperio on pages 14–23 is based on information made public by Caperio and has been reviewed by the board of directors of Caperio. Accordingly, Advania does not represent that the information included herein with respect to Caperio is accurate or complete and does not take any responsibility for such infor-mation being accurate or complete. Except where this is explicitly stated, no information in this offer document has been audited or reviewed by auditors.

The figures in this offer document have been rounded off as appropriate. As a result, certain tables appear to not summarise correctly.

Applicable law and disputesThe Offer shall be governed by and construed in accordance with the laws of Sweden. The Takeover Rules issued by the Swedish Corporate Governance Board (the “Takeover Rules”), and the Swedish Securities Council’s rulings regarding the interpretation and application of the Takeover Rules, apply in relation to the Offer. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm shall be the court of first instance.

Forward-looking statementsStatements in this offer document relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking state-ments. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Advania and Caperio. Any such forward-looking statements speak only as of the date on which they are made and Advania has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or other-wise, except as required by applicable laws and regulations.

Offer restrictions The distribution of this offer document and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this offer document are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this offer document (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or require-ments. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Advania disclaims any responsibility or liability for the violations of any such restrictions by any person.

The Offer is not being made, and this offer document may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or any other jurisdiction in which the making of the Offer, the distribution of this offer document or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law, and Advania will not deliver any consideration under the Offer in or into any such jurisdiction.

Advania’s offer to the shareholders of Caperio Holding AB (publ) 1

The Offer in briefPrice per share SEK 34.00 in cash

Acceptance period 5 May 2017 – 29 May 2017

Preliminary settlement date 2 June 2017

Table of contentsOffer to the shareholders of Caperio 2

Background to and reasons for the Offer 4

Recommendation 5

Fairness opinion from Deloitte 8

Terms, conditions and instructions 10

Information on Advania and Advania Invest, financing of the Offer and shareholding in Caperio 13

Information on Caperio Holding AB 14

Summary of historical financial information 15

Share capital and ownership structure 19

Caperio’s board of directors, management and auditor 21

Articles of association of Caperio 23

Statement by the board of directors of Caperio 24

Tax issues in Sweden 25

Addresses 27

2 Advania’s offer to the shareholders of Caperio Holding AB (publ)

Offer to the shareholders of Caperio

On 27 April 2017, Advania announced a recommended cash offer to the shareholders of Caperio, to acquire all shares in Caperio. The shares of Caperio are admitted to trading on Nasdaq First North.

Advania offers SEK 34.00 in cash per share in Caperio (the “Offer Price”), except with regard to shares owned by certain main shareholders who have accepted to tender their shares at SEK 31.50 in cash per share in Caperio (the “Main Shareholders Price”).1)

The Offer Price represents a premium of:• 2.4 per cent to the closing price of SEK 33.2 of the

Caperio shares on Nasdaq First North on 26 April 2017, the last trading day before the announcement of the Offer;

• 24.4 per cent to the volume-weighted average share price of the Caperio shares on Nasdaq First North during the last 90 trading days prior to 27 April 2017; and

• 36.9 per cent to the volume-weighted average share price of the Caperio shares on Nasdaq First North during the last 180 trading days prior to 27 April 2017.

The total offer value for all outstanding shares in Caperio amounts to SEK 158 million.2)

No commission will be charged in connection with the Offer.

The acceptance period for the Offer commences on 5 May 2017 and ends on 29 May 2017. Settlement will begin as soon as Advania has announced that the conditions for the Offer have been satisfied or that Advania has otherwise resolved to complete the Offer. Assuming that such an announcement is made no later than around 31 May 2017, settlement is expected to begin around 2 June 2017.

Recommendation The independent board members of Caperio unanimously recommend Caperio’s shareholders to accept the Offer.3) Since the Board of Directors of Caperio is not quorate, the Takeover Rules stipulate that a fairness opinion from an independent expert regarding the Offer must be obtained and made available. Such fairness opinion has been

obtained from Deloitte concluding that, in the opinion of Deloitte and subject to the qualifications and assumptions set out therein, the Offer is not unfair from a financial point of view for the shareholders of Caperio.

The recommendation from the independent board members of Caperio, as well as the fairness opinion from Deloitte, has been published separately at Caperio’s webpage, www.caperio.se, and included in their entirety on pages 5–9 in this offer document.

Support from shareholders in CaperioChrister Haglund (121,441 shares), Filtor Holding AB4) (1,320,961 shares), David Pohanka (338,732 shares), Mikael Zetterberg (95,033 shares) and MHA Investment AB5) (158,747 shares) (together, the “Main Shareholders”), representing in aggregate approximately 43 per cent of the shares and votes in Caperio, have irrevocably under-taken to accept the Offer at the Main Shareholders Price. The undertakings remain in force regardless of any competing proposals being made. In case the Offer Price would be increased it has been agreed with the Main Shareholders that they shall also get the benefit of any such increase, however, to be based on the corresponding percentage increase and not the actual SEK amount of any such increase.

Advania’s and Advania Invest’s shareholding in CaperioNeither Advania nor Advania Invest currently holds or controls any shares in Caperio or any other financial instruments which give Advania or Advania Invest a financial exposure equivalent to a shareholding in Caperio. Neither Advania nor Advania Invest has acquired any shares in Caperio during the last six months prior to the announcement of the Offer or up to the date of this offer document. Advania or Advania Invest may acquire, or enter into arrangements to acquire, shares in Caperio outside the Offer and any purchases made or arranged will be disclosed in accordance with applicable rules.

1) If Caperio pays dividends or makes any other distributions to its shareholders with a record date occurring prior to the settlement of the Offer, or issues new shares (or takes any similar corporate action) resulting in a reduction of the value per share in Caperio prior to the settlement of the Offer, the Offer consideration will be reduced correspondingly. Advania reserves the right to determine whether this price adjustment mechanism or condition 7 to the completion of the Offer shall be invoked.

2) Based on 4,808,639 outstanding shares, which is the total number of shares in Caperio.3) Since Christer Haglund and David Pohanka have undertaken to accept the Offer, they have not participated in the board’s handling of or decision-

making with respect to the Offer because of a conflict of interest.4) Wholly owned by Christer Haglund.5) Wholly owned by Mikael Zetterberg.

Offer to the shareholders of Caperio


Due diligenceAdvania has, in connection with the preparations for the Offer, conducted a limited due diligence review of confirmatory nature of Caperio. Caperio has confirmed that no information which has not been published by the date of this offer document and which can reasonably be expected to affect the price of Caperio’s securities has been disclosed to Advania during the course of the due diligence process.

Conditions for the OfferCompletion of the Offer is conditional upon the fulfillment of the conditions set out on page 10 in this offer document.

Financing of the OfferThe Offer is not subject to any financing condition. Advania has received a binding commitment from Advania Norden hf, a parent company in the Advania Group, to fund the total Offer value in form of debt by an intra-group loan agreement.

Clearance from competition authoritiesThe merger control clearance process has been initiated. Relevant clearances are expected to be obtained prior to the end of the acceptance period in the Offer.

Statement from the Swedish Securities Council in relation to the OfferThe Swedish Securities Council (Sw. Aktie-marknadsnämnden) (the “Takeover Panel”) has through its statement AMN 2017:12 confirmed that the offer structure by which Advania offers a lower offer price to the Main Shareholders is consistent with the Takeover Rules on the basis that the Main Shareholders have agreed thereto and have entered into irrevocable undertakings to accept the Main Shareholders Price. The statement in its entirety can be found at the Takeover Panel’s webpage, www.aktiemarknadsnamnden.se.

Compulsory acquisition and delisting In the event that Advania, whether in connection with the Offer or otherwise, becomes the owner of shares representing more than 90 per cent of the outstanding shares in Caperio, Advania intends to commence a compulsory acquisition procedure under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Caperio. In connection therewith, Advania intends to promote a delisting of the Caperio shares from Nasdaq First North.

AdvisersAdvania has retained Beringer Finance as financial adviser and Vinge as legal adviser.


Background to and reasons for the Offer

Caperio is a Swedish IT company with the goal to support its customers’ goals and business concepts by optimizing their IT environment. Caperio has customers in all industries, a large presence in both the public and private sector and provides solutions for product supply, consultancy and managed IT services. Caperio has approximately 118 employees and the shares of Caperio are admitted to trading on Nasdaq First North. See www.caperio.se.

The Advania Group is a Nordic IT Group and is one of the leading and most comprehensive system integrators in the Nordic region. The company today offers a wide range of services in the areas of managed services, business systems, process automation and contact centers as well as specialist consulting and IT infrastructure products. The Advania Group currently has 1,000 employees and 17 offices in three countries: Iceland, Norway and Sweden, and with SEK 1,633 million in revenues in 2016. The Advania Group also has over 10,000 clients in the public and private sectors in the Nordics and Europe and 70 years of technology service to businesses.

Advania has closely followed the development of Caperio and believe that a merger of the two companies will complement and strengthen Advania’s position on the market and improve the company’s future growth opportunities. The acquisition is in line with Advanias growth strategy and will provide Advania with a broader customer base and approximately 120 new skilled employees. Caperio has some of the most satisfied customers of the industry, to whom Advania can expand its offering through the acquisition. Advania see great potential with integrating Caperio’s business model with Advania’s offering, adding significant value to Advania’s customers.

Management and employeesAdvania considers Caperio’s management and employees as important building blocks in the new group, and highly values the competense of the employees. With Advania’s knowledge of Caperio and in light of the current market conditions, Advania does not expect to, as a result of the implementation of the Offer, make any material changes for management and employees (including terms of employment) or for the employment and operations on the locations where Caperio conducts business. The implementation of the Offer is not expected to involve any material changes for the management or employees of Advania.

Reference is made to the information in this offer document, which has been prepared by Advania for the purpose of the Offer. The information regarding Caperio on pages 14–23 in this offer document has, in accordance with the statement on page 24, been reviewed by the board of directors of Caperio. The board of directors of Advania assures that, to the best knowledge of the board of directors, the information regarding Advania in this offer document conforms with the actual conditions.

Stockholm, 4 May 2017Advania Holding AB

The board of directors


Recommendation

Press release 27 April 2017

Statement by the Board of Caperio Holding in relation to the public cash offer by Advania

The independent Board members 1 of Caperio Holding unanimously recommends that the shareholders accept Advania’s cash offer at SEK 34.00 per share.

This statement is made by the independent Board members of Caperio Holding AB (publ) ("Caperio" or the "Company") in accordance with paragraph II.19 of the Takeover rules for certain trading platforms, issued by the Swedish Corporate Governance on 1 February 2015 (the "Takeover Rules").

Background

Advania Holding AB (“Advania”), a company indirectly owned by Advania Invest AB, has today on 27 April 2017, in a press release, announced a public cash offer to the shareholders of Caperio to tender all of its shares to Advania for a cash amount of SEK 34.00 per share, except with regard to shares owned by certain majority shareholders who have accepted to tender their shares at SEK 31.50 in cash per share in Caperio (the "Offer"). The total value of the Offer, based on all outstanding shares in Caperio, amounts to SEK 158 million.

• The Offer price of SEK 34.00 represents a premium of:

o 2.4 per cent to the closing price of SEK 33.20 of the Caperio shares on Nasdaq First North on 26 April 2017, the last trading day before the announcement of the Offer;

o 24.4 per cent to the volume-weighted average share price of the Caperio shares on Nasdaq First North during the last 90 trading days prior to 27 April 2017; and

o 36.9 per cent to the volume-weighted average share price of the Caperio shares on Nasdaq First North during the last 180 trading days prior to 27 April 2017.

The Offer is conditional on standard conditions, inter alia, upon the Offer being accepted to such an extent that Advania becomes the owner of shares representing more than 90 per cent of the outstanding shares in Caperio on a fully diluted basis and, with respect to the Offer and the acquisition of Caperio, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in Advania’s opinion, are acceptable.

The acceptance period for the Offer is expected to commence around 5 May 2017 and end around 29 May 2017. An offer document regarding the Offer is expected to be made public shortly before the commencement of the acceptance period. Assuming that the Offer is declared unconditional no later than around 31 May 2017, settlement is expected to begin around 2 June 2017.

1 Since the Board members Christer Haglund and David Pohanka have undertaken to accept the Offer, they have not participated in the Board’s handling of or decision-making with respect to the Offer because of a conflict of interest.


Recommendation

Christer Haglund (121,441 shares), Filtor Holding AB2 (1,320,961 shares), David Pohanka (338,732 shares), Mikael Zetterberg (95,033 shares) and MHA Investment AB3 (158,747 shares), representing in aggregate approximately 43 per cent of the shares and votes in Caperio, have irrevocably undertaken to accept the Offer at SEK 31.50 in cash per share. Due to such undertakings towards the bidder, Christer Haglund and David Pohanka have not participated and will not participate in the Board’s processing of or resolutions concerning the Offer. The remaining independent Board members compromises of Per-Henrik Persson and Eva Kara Posse, where Per-Henrik Persson has been appointed Chairman.

Upon written request by Advania, the independent Board members have found it justified to permit Advania to carry out a limited, confirmatory, due diligence review in connection with the preparations for the Offer. Advania has in connection with the due diligence review not received any information which has not been previously disclosed which could reasonably be expected to affect the price of the shares in Caperio.

For more details about the Offer, please see Advania's press release that was published today on Advania’s website www.advania.com/offer.

Recommendation by the independent Board members The independent Board members’ opinion of the Offer is based on an assessment of a number of factors that the independent Board members have considered relevant in relation to the evaluation of the Offer. These factors include, but are not limited to, Caperio’s present position, the expected future development and potential of Caperio and related possibilities and risks. The independent Board members have evaluated the Offer in the light of the long-term valuation of Caperio in light of expected cash flow, the valuation of Caperio in relation to comparable listed companies and comparable transactions, analysts’ and the stock market’s expectations on the development of Caperio’s share price and profitability, etc. The independent Board members have in their assessment further considered that the three largest shareholders have irrevocably undertaken to accept a price of SEK 31.50 per share and that these undertakings apply even if a third party would publish a competing offer.

Since the independent Board members does not constitute a quorate Board, a fairness opinion regarding the fairness of the Offer in accordance with paragraph II.19 and IV.3 of the Takeover rules, has been obtained from Deloitte AB ("Deloitte"). According to the fairness opinion, which is annexed to this statement, Deloitte considers that the Offer is not unfair from a financial point of view for the shareholders of Caperio.

Based on the abovementioned, the independent Board members unanimously recommend the shareholders of Caperio to accept the Offer of SEK 34.00 per share.

Under the Takeover Rules the independent Board members are also required to present their opinion of the effects the implementation of the Offer may have on Caperio, especially employment, and their view on Advania’s strategic plans for the Company and the impact these could be expected to have on employment and on the locations where Caperio conducts its business. Advania has made the following statements in the offer announcement dated 27 April 2017: “Advania considers Caperio’s management and employees as important building blocks in the new group, and highly values the competense of the employees. With Advania’s knowledge of Caperio and in light of the current market conditions, Advania

2 Wholly owned by Christer Haglund. 3 Wholly owned by Mikael Zetterberg.


Recommendation

does not expect to, as a result of the implementation of the Offer, make any material changes for management and employees (including terms of employment) or for the employment and operations on the locations where Caperio conducts business. The implementation of the Offer is not expected to involve any material changes for the management or employees of Advania.” The independent Board members assumes that this statement is correct and has in relevant aspects no reason to take a different view. Applicable law This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled by Swedish courts exclusively.

Advisor Advokatfirman Cederquist is legal adviser to Caperio in connection to the Offer.

_____________________ Stockholm 27 April 2017 The independent Board members of Caperio Holding AB For more information, please contact: Tomas Wanselius, as representative of Caperio. Telephone +46 (0)8-562 175 00 Certified Adviser: Remium Nordic AB Tel: +46 (0)8-454 32 76 E-mail: [email protected]

This information is such information as Caperio Holding AB (publ) is required to disclose under the EU Market Abuse Regulation. The information was provided by the abovementioned contact person for publication on 27 April 2017, at 07:40 a.m. (CET).


Deloitte AB 113 79 Stockholm

Tfn: 075-246 20 00 Fax: 075-246 24 01

www.deloitte.se

The independent members of the Board of Directors Caperio Holding AB (publ)Box 11105168 67 Bromma Sweden

Opinion

Advania Holding AB (”Advania”) has on April 27, 2017 announced a public offer to acquire all outstanding shares in Caperio Holding AB (”Caperio”).

In summary Advania offers SEK 34.00 in cash for each share in Caperio (”the Offer”). The Offer is conditional on, inter alia, the Offer being accepted to such an extent that Advania becomes the owner of shares in Caperio representing more than 90 % of the total number of shares, and receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions.

Caperio’s board members Christer Haglund, who directly and indirectly owns 30.0 % of the votes and the capital, and David Pohanka, who owns 7.0 % of the votes and the capital, have, together with Mikael Zetterberg who directly and indirectly owns 5.3 % of the votes and the shares, irrevocably undertaken to sell their respective shareholdings to Advania at a price per share of SEK 31.50 provided that the Offer is completed. The board members Christer Haglund and David Pohanka therefore have conflicts of interest and do not participate in the Board of Director’s handling or decisions concerning the Offer.

In light of the above and considering the Takeover Rules issued by the Swedish Corporate Governance Board, the independent members of the Board of Directors have engaged Deloitte AB (“Deloitte”) to issue an opinion on the fairness of the Offer from a financial point of view for the shareholders of Caperio.

For this analysis we have:

a) Reviewed the Offer;b) Reviewed historical public and internal financial information related to Caperio;c) Analysed certain forecasts and other internal forward looking information related to Caperio;d) Held discussions with representatives of Caperio’s management and independent members of the

Board of Directors; ande) Conducted other financial analyses and investigations that we have deemed to be appropriate.

It is assumed that the information received is correct and complete and no independent control or verification has been carried out. Deloitte does not assume any responsibility for any inaccuracy or

Fairness opinion from Deloitte


Fairness opinion from Deloitte

Deloitte AB

Mats Lindqvist

incorrectness in the information received. If it is determined that the information we received was inaccurate or incomplete, this could mean that our conclusion is incorrect.

Our opinion is based on macroeconomic, financial, market related, and other conditions, as well as other information provided to us as of the date of our opinion. We assume no responsibility for events occurring after this date, which could affect this opinion and the assumptions which it is based upon.

Our fee for this engagement is fixed and does not depend on the size of the Offer, to what extent it is accepted or whether the Offer is completed or not.

This opinion is governed by Swedish law.

Based on the analyses, assumptions and reservations above, we are of the opinion, as of the date hereof, that the Offer is not unfair from a financial point of view for the shareholders of Caperio.

Stockholm, April 27, 2017

Partner, Valuation & Modelling

2


Terms, conditions and instructions

The OfferAdvania offers SEK 34.00 in cash per Caperio share, except with regard to shares owned by the Main Shareholders who have accepted to tender their shares at SEK 31.50 in cash per share.1)

The Offer Price represents a premium of:• 2.4 per cent to the closing price of SEK 33.2 of the

Caperio shares on Nasdaq First North on 26 April 2017, the last trading day before the announcement of the Offer;

• 24.4 per cent to the volume-weighted average share price of the Caperio shares on Nasdaq First North during the last 90 trading days prior to 27 April 2017; and

• 36.9 per cent to the volume-weighted average share price of the Caperio shares on Nasdaq First North during the last 180 trading days prior to 27 April 2017.

The total offer value for all outstanding shares in Caperio amounts to SEK 158 million.2)

No commission will be charged in connection with the Offer.

Conditions for the OfferCompletion of the Offer is conditional upon:

1. the Offer being accepted to such an extent that Advania becomes the owner of shares representing more than 90 per cent of the outstanding shares in Caperio on a fully diluted basis;

2. no other party announcing an offer to acquire shares in Caperio on terms that are more favorable to the shareholders of Caperio than the Offer;

3. with respect to the Offer and the acquisition of Caperio, receipt of all necessary regulatory, govern-mental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in Advania’s opinion, are acceptable;

4. neither the Offer nor the acquisition of Caperio being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;

5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Caperio’s financial position or operation, including Caperio’s sales, results, liquidity, equity ratio, equity or assets;

6. no information made public by Caperio or disclosed by Caperio to Advania being inaccurate, incomplete or misleading, and Caperio having made public all information which should have been made public; and

7. Caperio not taking any action that is likely to impair the prerequisites for making or completing the Offer.

Advania reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions 2–7, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Advania’s acquisition of Caperio.

Advania reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition 1, to complete the Offer at a lower level of acceptance.

Offer document and acceptance formThe offer document and a non-preprinted acceptance form for directly registered holdings in Caperio (securities accounts (Sw. VP-konto)) will be available on the following websites:

• Mangold Fondkommission AB’s (“Mangold”) website (www.mangold.se/aktuella-emissioner/); and

• Advania’s website: (www.advania.com/offer).

1) If Caperio pays dividends or makes any other distributions to its shareholders with a record date occurring prior to the settlement of the Offer, or issues new shares (or takes any similar corporate action) resulting in a reduction of the value per share in Caperio prior to the settlement of the Offer, the Offer consideration will be reduced correspondingly. Advania reserves the right to determine whether this price adjustment mechanism or condition 7 to the completion of the Offer shall be invoked.

2) Based on 4,808,639 outstanding shares, which is the total number of shares in Caperio.



AcceptanceShareholders in Caperio whose holdings are directly registered with Euroclear Sweden AB (“Euroclear”) (the Swedish Central Securities Depository and Clearing Organisation) and who wish to accept the Offer must during the period beginning 5 May 2017 up to and including 29 May 2017, at 5 p.m. CET, sign and submit a duly completed acceptance form to Mangold, at the address stated on the acceptance form.

The acceptance form must be mailed, preferably using the enclosed return envelope, in sufficient time prior to the final day of the acceptance period so as to be received by Mangold, no later than 5 p.m. CET on 29 May 2017. The acceptance form may also be delivered to bank offices or to other securities institutions in Sweden to be forwarded to Mangold or sent as a scanned copy to [email protected].

The securities account and details of current holdings of shares will be provided on the pre-printed acceptance form. All shareholders should verify that the pre-printed information on the acceptance form is correct. Share-holders who are included on the list of pledgees and trustees will not receive an acceptance form, but will be notified separately.

Please note that incomplete or improperly completed acceptance forms may be disregarded.

Shareholders of Caperio accepting the Offer authorise and direct Mangold, to deliver their shares in Caperio to Advania in accordance with the terms and conditions for the Offer.

Nominee registered holdingsShareholders of Caperio whose holdings are registered in the name of a nominee will not receive the offer document or a pre-printed acceptance form. Acceptance must be made in accordance with instructions from the nominee.

Pledged sharesIf shares to be tendered in the Offer are pledged in the Euroclear system, the shareholder as well as the pledgee must complete and sign the acceptance form and confirm that the pledge will cease to exist should the Offer be completed.

Acknowledgement of acceptanceAfter the duly completed acceptance form has been received and registered, the shares will be transferred to a newly opened, blocked securities account (a non-cash transfer account) in the owner’s name. In connection therewith, Euroclear will send a statement (“VP-avi”)

showing the withdrawal of shares in Caperio from the original securities account and a statement showing the number of shares in Caperio that have been entered in the blocked securities account.

SettlementSettlement will begin as soon as Advania has announced that the conditions for the Offer have been satisfied or that Advania has otherwise resolved to complete the Offer. Assuming that such an announcement is made no later than around 31 May 2017, settlement is expected to begin around 2 June 2017.

Settlement of the Offer will be arranged by distribution of settlement notes to those who have accepted the Offer. If the shares are registered in the name of a nominee, the settlement note will be sent to the nominee. The consid-eration under the Offer will be credited to the deposit account linked to the shareholder’s securities account in which the shares in Caperio were registered. Where shareholders of Caperio do not have a deposit account linked to their securities account or if the account is defective, the amount will be credited in accordance with the instructions on the dispatched payment note. In conjunction with the settlement of the Offer, the shares in Caperio will be withdrawn from the blocked securities account, which is then closed. No statement will be sent out in conjunction hereto.

Please note that even if the shares in Caperio are pledged, the payment will be made according to what is set out above.

Right to extend the Offer, etc.Advania reserves the right to extend the acceptance period for the Offer and to postpone the settlement date.

Right to withdraw acceptancesShareholders of Caperio have the right to withdraw their acceptance of the Offer. To be valid, such withdrawal must have been received in writing by Mangold (address: Box 55691, SE-102 15 Stockholm, Sweden) before Advania has announced that the conditions for the Offer have been satisfied, or if such announcement has not been made during the acceptance period, not later than 5 p.m. CET on the last day of the acceptance period. Share-holders of Caperio holding nominee registered shares wishing to withdraw acceptance shall do so in accordance with instructions from the nominee. If any conditions for the Offer which Advania may waive remain during an extension of the Offer, the right to withdraw acceptances will apply in the same manner throughout such extension of the Offer.



Statement from the Swedish Securities Council in relation to the OfferThe Takeover Panel has through its statement AMN 2017:12 confirmed that the offer structure by which Advania offers a lower offer price to the Main Share-holders is consistent with the Takeover Rules on the basis that the Main Shareholders have agreed thereto and have entered into irrevocable undertakings to accept the Main Shareholders Price. The statement in its entirety can be found at the Takeover Panel’s webpage, www.aktie-marknadsnamnden.se.

Compulsory acquisition and de-listingIn the event that Advania, whether in connection with the Offer or otherwise, becomes the owner of shares repre-senting more than 90 per cent of the outstanding shares in Caperio, Advania intends to commence a compulsory acquisition procedure under the Swedish Companies Act to acquire all remaining shares in Caperio. In connection therewith, Advania intends to promote a delisting of the Caperio shares from Nasdaq First North.

Questions regarding the OfferFor questions regarding the Offer, please contact Mangold on telephone 08-503 01 595.

MiscellaneousNo customer relationship is established between shareholders accepting the Offer and Mangold due to Mangold’s involvement as settlement agent with regards to the Offer.


Information on Advania and Advania Invest, financing of the Offer and shareholding in Caperio

Advania and Advania Invest Advania Holding AB is a Swedish limited liability company with Reg. No. 556616-7598 and has its registered office in Stockholm, with the address Advania Holding AB, C/O KERFI AB, Box 440 34, SE-100 73 Stockholm. Advania Holding AB is an indirectly owned subsidiary of Advania Invest AB, a Swedish limited liability company with Reg. No. 556963-9031 and with the principal owner Optragon Capital AB with 55 per cent of the shares and votes. Advania Invest AB has its registered office in Stockholm, with the address Advania Invest AB, c/o Advania AB, Box 440 34, SE-100 73 Stockholm. For further information on the Advania Group, see www.advania.com.

Financing of the OfferThe Offer is not subject to any financing condition. Advania has received a binding commitment from Advania Norden hf, a parent company in the Advania Group, to fund the total Offer value in form of debt by an intra-group loan agreement.

Advania’s and Advania Invest’s shareholding in CaperioNeither Advania nor Advania Invest currently holds or controls any shares in Caperio or any other financial instruments which give Advania or Advania Invest a financial exposure equivalent to a shareholding in Caperio. Neither Advania nor Advania Invest has acquired any shares in Caperio during the last six months prior to the announcement of the Offer or up to the date of this offer document. Advania or Advania Invest may acquire, or enter into arrangements to acquire, shares in Caperio outside the Offer and any purchases made or arranged will be disclosed in accordance with applicable rules.


Information on Caperio Holding AB

The following is a summary description of Caperio. The information regarding Caperio on pages 14–23 in this offer document is based on Caperio’s annual reports for the financial year 2016 and 2015, and informa-tion from Caperio’s website, unless otherwise stated.

Operations in briefCaperio is a Swedish IT company with the goal to support its customers’ goals and business concepts by optimising their IT environment. Caperio has customers in all industries with different needs but with the same goal – to offer a smarter product or service and become the company of tomorrow. Caperio helps every customer to develop a strategy based on its strengths, remedies any weaknesses and fully leverages all opportunities to optimise, enhance and secure its IT solution on all levels.

Caperio’s portfolio of services includes, inter alia, cloud services, managed services, consulting and product supply. Caperio can, as few operators in Sweden, offer an entirety in its supply. Caperio plans, recommends, implements, handles the operation, manages and evaluates.

Services In order to facilitate the customers’ choice of services, Caperio has established a matrix consisting of “Work-place”, “Data center” and “School partner”.

WorkplaceThese services offer a modern workplace that is constantly evolving based on the customer’s needs and preferences and covers all parts of the life cycle, to a fixed price per user and month. The services offered include, inter alia, license guidance, procurement of telephone solution, printer services, and ensuring that computers and programs function properly.

Data centerWithin Data Center, comprehensive and quality-assured services combined with the best consultants in the industry are offered. Among these services are services that focus on offering solutions for storage of data, network and security, and solutions for automation in the administration of servers.

School Partner Within School Partner, help to establish a strategy and goal adapted to the relevant school’s needs and condi-tions is offered. With more focused efforts at digital tools, much focus is on development and education of leaders and educators, both at the introduction and over time. Caperio assists regardless of whether technology, pedagogy, financing or recapture are concerned.

Mission and visionMission To with the highest service help companies and organisa-tions to develop successfully by offering IT solutions based on knowledge and good guidance. Caperio listens, shares its knowledge and meets its customers’ needs and expectations. No problem is too small or too big for Caperio – Caperio takes its customers’ challenges seriously. Caperio is driven by its customers’ success and therefore always ensures to be available when needed.

Vision To be the IT partner that is known for providing the best service.

Caperio does this by always being available and precise. Caperio looks outwards and thinks ahead with a strong belief in a better way to solve the customers’ challenges. Every day, Caperio works to earn its customers’ confi-dence as a partner – and primarily, Caperio is always there when the customer needs it.


Summary of historical financial information

The financial information regarding Caperio provided below has been derived from the annual reports for the financial years 2016 and 20151).

Caperio’s consolidated financial statements for the financial years 2016 and 2015 were prepared in accord-ance with the Swedish Annual Accounts Act and BFNAR 2012:1 (K3). The accounting principles applied comply with those in the latest annual report.

Consolidated income statement, condensedIncome statement, SEK thousand 2016 2015 2014

Net sales 956,102 893,895 924,499

TOTAL INCOME 956,102 893,895 924,499

OPERATING EXPENSESGoods for resale –764,885 –714,175 –717,980

Other external costs –32,978 –44,940 –50,465

Personnel costs –125,347 –129,375 –139,061

Depreciation/amortisation and impairment of tangible and intangible non-current assets –8,206 –7,982 –8,740

TOTAL OPERATING EXPENSES –931,416 –896,471 –916,246

Operating profit/loss / EBIT 24,686 –2,576 8,253

PROFIT/LOSS FROM FINANCIAL ITEMSInterest income and similar profit/loss items 429 1,499 1,165

Interest expenses and similar profit/loss items –2,204 –2,398 –3,231

PROFIT/LOSS AFTER FINANCIAL ITEMS 22,911 –3,474 6,187

Tax –6,751 –778 –3,366

PROFIT/LOSS FOR THE PERIOD 16,160 –4,252 2,821

Attributable to:

Owners of the parent company 9,151 –8,767 –4,165

Minority interest 7,009 4,515 6,985

1) The annual report for the financial year 2015 includes comparative figures for the financial year 2014.



Consolidated balance sheet, condensedBalance sheet, SEK thousand 31 Dec 2016 31 Dec 2015 31 Dec 2014

ASSETS

Non-current assets

INTANGIBLE NON-CURRENT ASSETSGoodwill 20,660 27,353 34,046

Retained development costs 2,498 3,506 2,811

TOTAL INTANGIBLE NON-CURRENT ASSETS 23,158 30,859 36,857

TANGIBLE NON-CURRENT ASSETSEquipment, tools and installations 225 68 1,059

FINANCIAL NON-CURRENT ASSETSDeferred tax assets 3,947 6,532 4,686

Other long-term receivables 6,366 10,954 12,198

TOTAL FINANCIAL NON-CURRENT ASSETS 10,313 17,486 16,884TOTAL NON-CURRENT ASSETS 33,696 48,413 54,800

Current assets

INVENTORYManufactured goods and goods for resale 5,872 12,061 11,132

SHORT-TERM RECEIVABLESAccounts receivables 123,464 130,712 115,319

Tax asset 4,479 3,872 3,899

Other short-term receivables 1,410 91 204

Prepaid expenses and accrued income 18,572 20,506 17,983

TOTAL SHORT-TERM RECEIVABLES 147,925 155,181 137,405

Cash and bank balances 71,931 39,020 33,554

TOTAL CURRENT ASSETS 225,728 206,262 182,091TOTAL ASSETS 259,424 254,675 236,891



Consolidated balance sheet, condensed, contd.Balance sheet, SEK thousand 31 Dec 2016 31 Dec 2015 31 Dec 2014

EQUITY AND LIABILIIES

EquityShare capital 120,216 120,216 120,216

Other paid-in capital 39,293 39,293 39,293

Other equity including profit/loss for the year –114,457 –123,679 –114,821

Equity attributable to the owners of the parent company 45,052 35,830 44,688

Minority interests 12,366 10,649 12,014

TOTAL EQUITY 57,418 46,478 56,702

ProvisionsProvision for pensions and similar obligations 1,122 850 850

Deferred tax liability 31 6 –

Warranties 5,157 2,269 3,450

TOTAL PROVISIONS 6,310 3,125 4,300

Long-term liabilities – – –

Short-term liabilitiesLiabilities to credit institutions – 47,197 34,401

Advance payments from customers 419 592 1,125

Accrued expenses 113,752 82,338 63,840

Current tax liabilities 576 3,899 4,118

Other short-term liabilities 20,094 16,491 15,510

Accrued expenses and deferred income 60,855 54,555 56,895

TOTAL SHORT-TERM LIABILITIES 195,696 205,072 175,889TOTAL EQUITY AND LIABILITIES 259,424 254,675 236,891

Pledged assets 93,982 91,349 93,435

Contingent liabilities 17,809 8,702 6,103



Share dataSEK thousand 2016 2015 2014Basic equity per share, SEK 9.21 7.45 9.29

Diluted equity per share, SEK 9.21 7.45 9.29

Basic earnings per share, SEK 1.90 –1.82 –0.87

Diluted earnings per share, SEK 1.90 –1.82 –0.87

Average number of basic shares 4,808,639 4,808,639 4,808,639

Average number of diluted shares 4,808,639 4,808,639 4,808,639

Number of outstanding basic shares 4,808,639 4,808,639 4,808,639

Number of outstanding diluted shares 4,808,639 4,808,639 4,808,639

Key ratiosSEK thousand 2016 2015 2014Net sales 956,102 893,895 924,499

EBITDA 32,892 5,406 16,993

Operating profit/loss, EBIT 24,686 –2,576 8,253

Profit/loss for the period before tax 22,911 –3,474 6,187

Operating margin, %, EBITDA 3.4 0.6 1.8

Operating margin, %, EBIT 2.6 neg. 0.9

Profit margin, % 2.4 neg. 0.7

Return on equity, % 44.1 neg. 11.2

Total assets 259,424 254,675 236,891

Equity 57,418 46,478 56,702

Equity/assets ratio, % 22 18 24

Average number of employees 123 144 171

Net sales per employee 7,773 6,208 5,417

EBITDA per employee 267 38 100

Financial definitionsEBIT Operating profit/loss before interests and tax. EBITDA Operating profit/loss before depreciation/amortisation, impairment, interests and tax. EBITDA per employee EBITDA during the period divided by the average number of employees. Equity/assets ratio Equity in relation to total assets. Equity per share Equity at the balance sheet date divided by the number of shares at the end of the period.Gross margin Gross profit/loss divided by net sales. Net sales per employee Net sales during the period divided by the average number of employees.Operating margin Operating profit/loss divided by net sales.Profit/loss per share Profit/loss for the period divided by weighted average number of shares during the period. Profit margin Profit/loss before tax divided by net sales.Return on equity Profit/loss after financial items divided by average equity.


Share capital and ownership structure

The shareCaperio’s shares are listed on Nasdaq First North under the symbol CAPE, with ISIN code SE0002692871. As of the date of this offer document, there are no outstanding warrants or convertibles which give the holder right to shares in Caperio.

Share capital developmentAs of the date of this offer document, the registered share capital of Caperio amounts to SEK 120,215,975 distributed over 4,808,639 shares, each with a quota value of SEK 25 and carry equal rights to the Caperio’s assets and profits. Each share carries one (1) vote.

As of the date of this offer document, Caperio holds no own shares in treasury.

Caperio’s ten largest shareholders as of 31 March 2017As of 31 March 2017, the number of shareholders in Caperio amounted to approximately 1,688. The ten largest shareholders as of 31 March 2017 are set out below.

ShareholderNumber

of sharesPer cent

of sharesPer cent of votes

Haglund, Christer, through company 1,320,961 27.47 27.47

Försäkringsaktiebolaget, Avanza Pension 389,142 8.09 8.09

Pohanka, David 338,732 7.04 7.04

Danica Pension 294,691 6.13 6.13

Swedbank Norway 235,664 4.9 4.9

Tomsic, David 146,389 3.04 3.04

Six Sis Ag, W8IMY 121,441 2.53 2.53

Lindman, Fredrik 118,700 2.47 2.47

Nordnet Pensions-försäkring AB 116,001 2.41 2.41

Apelgren, Per 107,608 2.24 2.24

Source: Euroclear

Share price performanceThe chart below illustrates the share price performance and turnover of the Caperio share over the twelve past months prior to the announcement of the Offer (27 April 2016–26 April 2017).

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Share capital and ownership structure


Dividend policyThe goal of the board of directors is to propose dividends that over time on average correspond to approximately 50 per cent of the earnings for the year after tax and minority interests adjusted for amortisation/depreciation of goodwill.

The time for, and the size of, potential future dividends will, among other things, be dependent on the Company’s future earnings, expansion and acquisition possibilities, as well as cash flow and financial position.

Authorisation to resolve on rights issueAt the annual shareholders’ meeting held on 12 May 2016 it was resolved to authorise the board of directors to resolve to issue, on one or more occasions during the period until the next annual shareholders’ meeting, new shares, convertibles and/or warrants. The board of directors’ decision on issues may cumulatively entail an increase of not more than 1,500,000 of the number of shares in the Company. Issue may be made with deviation from the shareholders’ preferential rights. The authorisa-tion may be used to carry out business combinations and/or to raise capital. Payment for subscribed for shares, convertibles or warrants can be made in cash, by set-off or by providing capital contributed in kind.

Shareholder agreements Caperio’s annual report for the financial year 2016 does not mention any agreements between larger shareholders of Caperio or between larger shareholders and Caperio.

Material agreementsCaperio’s annual report for the financial year 2016 does not mention any material agreements that Caperio is party to, which could be affected, amended or terminated if the control of Caperio would change as a result of a public offer.


Caperio’s board of directors, management and auditor

Board of directors

Christer Haglund Position: Chairman of the board of directors.

Elected: 2015.

Born: 1965.

Other directorships: CEO and chairman of the board of directors of Never Offside AB, member of the board of directors of Filtor Holding AB, IF BP and Thoren Gruppen AB.

Work experience: Christer Haglund founded Caperio AB in 2000 and has since then been involved in the Company, initially as chairman of the board of directors for a short period of time, and since December 2000, as board member and the Company’s CEO. Prior to that, Christer worked for the IT distributor Oscar Dellert for approximately 10 years and was the business area head for the subsidiary Supplies Team.

Holding in Caperio: 1,320,961 shares.

David Pohanka Position: Member of the board of directors.

Elected: 2014.

Born: 1970.

Other directorships: Chairman of the board of directors of M & J By Malin och Johanna AB.

Work experience: David Pohanka works as deputy CEO at Caperio, employed since 2004. Prior to that, he was an officer of the fleet, sales manager of IMS Data and domestic logistic and sales manager of Martinsson Informationssystem (later acquired by ATEA).

Holding in Caperio: 338,732 shares.

Eva Kara Posse Position: Member of the board of directors.

Elected: 2015.

Born: 1956.

Other directorships: Member of the board of directors of Inner & Outer Management AB.

Work experience: Various director and management positions within the SEB group’s finance company Finans Scandic, marketing and sales manager and CEO of Fondbolagsgruppen Företag AB, a company within the Pronator Group, CEO of Hälsoforum AB (company medical services) and founder and CEO of Inner & Outer Management AB and Ltd (consulting services within leadership, team and organisation development).

Holding in Caperio: 0 shares.

Per-Henrik Persson Position: Member of the board of directors.

Elected: 2015.

Born: 1965.

Other directorships: Member of the board of directors of Avarda AB.

Work experience: CEO of Intrum Justitia Sverige AB since 2010, previously Head of Innovation and prior to that, sales manager of Lindorff Group, CEO of the IT consulting intermediary Konsultmarknaden, sales manager of Svea Ekonomi and Key Account Manager of Nordea.


Caperio’s board of directors, management and auditor


Management

Tomas Wanselius Position: CEO.

Year employed: 2015.

Other assignments: Member of the board of directors of Simplex bemanning AB.


Ola Maalsnes Position: CFO.


Other assignments: –


Fredrik Lindman Position: Regional Sales Manager.




Erik Werner Position: Purchasing Manager.



Holding in Caperio: –

Thommy Andersson Position: Manager IT Operation, ITSC.



Holding in Caperio: –

Stefan Henriksson Position: Sales Manager


Other assignments: Member of the board of directors of Rawbike Scandinavia AB.


Auditor

The annual shareholder’s meeting held on 12 May 2016 elected the registered accounting firm Grant Thornton Sweden as the Company’s auditor for the period until the next annual shareholders’ meeting. Authorised public accountant Anders Meyer is the auditor in charge.


Articles of association of CaperioThese articles of association have been adopted by the annual shareholders’ meeting on 11 May 2011.

§ 1 NAMEThe company’s name is Caperio Holding AB (publ).

§ 2 OPERATIONSThe company shall own and manage shares, provide consulting services related to business management and organisation. Furthermore, the company shall own and manage partly and wholly owned companies and directly or indirectly through ownership of shares conduct operations to develop and sell logistic, print, license administration, security, storage, data communication, operation and telephone services, as well as carry out consulting operations, sell IT and telecom equipment, and carry out any other activities compatible therewith.

§ 3 REGISTERED OFFICE OF THE BOARD OF DIRECTORS The board of directors has its registered office in the municipality of Stockholm. Stockholm county.

§ 4 BOARD OF DIRECTORS The board of directors of the company shall consist of not less than three and not more than seven persons. The number of deputy members shall not be more than three.

§ 5 AUDITORThe company shall appoint one or two authorised public auditors, with not more than two deputy auditors, to audit the company’s annual report and accounts, as well as the administration of the company’s affairs by the board of directors and the managing director. A registered auditing firm may be appointed instead of an auditor.

§ 6 SHARE CAPITALThe share capital amounts to not less than SEK forty (40) million and not more than SEK one hundred and sixty (160) million.

§ 7 NUMBER OF SHARESThe company shall have not less than 1,600,000 and not more than 6,400,000 shares.

§ 8 CONVENING OF SHAREHOLDERS’ MEETING A notice of a shareholders’ meeting shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) as well as on the company’s website. Information regarding the publication of the notice shall be published in Dagens Industri. To participate in the shareholders’ meeting, shareholders shall notify the company not later than 4.00 pm the day which is specified in the notice to the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve and not fall earlier than the fifth weekday prior to the meeting.

Shareholders may bring one or two counsels at share-holders’ meetings, but only if the shareholder has given notice thereof in accordance with the previous section.

§ 9 OPENING OF THE MEETING The chairman of the board of directors or a person appointed by the board of directors for this purpose opens the shareholders’ meeting and presides over the proceedings until a chairman of the meeting is elected.

§ 10 SHAREHOLDERS’ MEETINGThe following business shall be addressed at annual shareholders’ meetings1. Election of a chairman of the meeting;2. Preparation and approval of the voting list;3. Approval of the agenda;4. Election of at least one person who shall approve the

minutes of the meeting;5. Determination of whether the meeting was duly convened;6. Submission of the annual report and the auditors’ report

as well as, where applicable, the consolidated financial statements and the auditors’ report for the group;

7. Resolutions regarding the adoption of the income statement and the balance sheet as well as, where applicable, the consolidated income statement and the consolidated balance sheet;

8. Resolutions regarding appropriation of the company’s profit or loss pursuant to the adopted balance sheet;

9. Resolutions regarding discharge from liability for the members of the board of directors and the managing director, where applicable;

10. Determination of the number of members and deputy members of the board of directors as well as, where applicable, the number of auditors and deputy auditors appointed by the meeting;

11. Determination of fees for the members of the board of directors and, where applicable, the auditors;

12. Election of the members of the board of directors as well as, where applicable, auditing firm or auditors and potential deputy auditors;

13. Other matter, which rests upon the shareholders’ meeting pursuant to the Swedish Companies Act or the articles of association.

§ 11 FINANCIAL YEARThe company’s financial year shall be 1/1 – 12/31.

§ 12 CSD-PROVISION The shareholder or nominee who on the record date is registered in the share register and in a central securities depository register pursuant to Chapter 4 of the Central Securities Depositaries and Financial Instruments Accounts Act (1998:1479) or any person who is registered in a central securities depository account pursuant to Chapter 4, Section 18 first paragraph 6–8 of the mentioned Act, shall be deemed to be authorised to exer-cise the rights set out in Chapter 4, Section 39 of the Companies Act (2005:551).


Statement by the board of directors of Caperio

The information regarding Caperio on pages 14–23 in this offer document has been reviewed by the independent board members of Caperio. It is the board of directors’ opinion that this brief description of Caperio provides an accurate and fair, although not complete, picture of Caperio.

Stockholm, 4 May 2017Caperio Holding AB (publ)

The board of directors


Tax issues in Sweden

Below is a summary of certain Swedish tax issues related to the Offer for shareholders in Caperio that are residents of Sweden for tax purposes, unless otherwise stated. The summary is based on current legislation and is intended to provide general information only.

The summary does not cover:• situations where shares are held as current assets in business operations;• situations where shares are held by a limited partnership or a partnership;• situations where shares are held in an investment savings account (Sw. investeringssparkonto);• the special rules regarding tax-free capital gains (including non-deductible capital losses) and dividends

that may be applicable when the investor holds shares in Caperio that are deemed to be held for business purposes (for tax purposes);

• the special rules that in certain cases may be applicable to shares in companies which are or have been so-called close companies or to shares acquired by means of such shares;

• the special rules that may be applicable to private individuals who make or reverse a so-called investor deduction (Sw. investeraravdrag);

• foreign companies conducting business through a permanent establishment in Sweden; or• foreign companies that have been Swedish companies.

Further, special tax rules apply to certain categories of companies. The tax consequences for each individual shareholder depend to some extent on the holder’s particular circumstances. Each shareholder is advised to consult an independent tax advisor as to the tax consequences relating to the holder’s particular circum-stances that could arise from the Offer, including the applicability and effect of foreign tax legislation (including regulations) and provisions in tax treaties. The summary below is based on the assumption that the shares in Caperio are deemed listed for tax purposes (if the shares are not deemed listed for tax pur-poses, other tax rules than the ones summarized below may be applicable). However, no guarantee that the shares will be deemed be listed for tax purposes is given.

Taxation in Sweden upon disposal of shares in CaperioFor shareholders in Caperio that accept the Offer and thereby dispose of their shares in Caperio, a liability for capital gains taxation will occur. The capital gain or the capital loss is computed as the difference between the consideration, less selling expenses, and the acquisition value.The acquisition value for all shares of the same class and type shall be added together and computed collec-tively in accordance with the so-called average method (Sw. genomsnittsmetoden). As an alternative, the so-called standard method (Sw. schablonmetoden) may be used at the disposal of listed shares, such as shares in Caperio. This method means that the acquisition value may be determined as 20 per cent of the consideration less selling expenses.

Private individualsFor private individuals resident in Sweden for tax pur-poses, capital income such as interest income, dividends and capital gains is taxed in the capital income category. The tax rate in the capital income category is 30 per cent.

Capital losses on listed shares, such as shares in Caperio, are fully deductible against taxable capital gains realised in the same year on shares, as well as on listed securities taxed as shares (however not mutual funds, (Sw. värdepappersfonder), or hedge funds, (Sw. special-fonder), containing Swedish receivables only, (Sw. ränte-fonder)). 70 per cent of capital losses not absorbed by these set-off rules are deductible in the capital income category.

If there is a net loss in the capital income category, a reduction is granted of the tax on income from employ-ment and business operations, as well as national and municipal property tax. This tax reduction is 30 per cent of the net loss that does not exceed SEK 100,000 and 21 per cent of any remaining net loss. A net loss cannot be carried forward to future tax years.

Limited liability companiesFor limited liability companies (Sw. aktiebolag) all income, including taxable capital gains and taxable dividends, is taxed as income from business operations at a rate of 22 per cent.

Tax issues in Sweden


Deductible capital losses on shares may only offset taxable capital gains on shares and other securities taxed as shares. A net capital loss on shares that cannot be utilised during the year of the loss, may be carried forward (by the limited liability company that has suffered the loss) and offset taxable capital gains on shares and other securities taxed as shares in future years, without any limitation in time. If a capital loss cannot be deducted by the company that has suffered the loss, it may be deducted from another legal entity’s taxable capital gains on shares and other securities taxed as shares, provided that the companies are entitled to tax consolidation (through so-called group contributions) and both companies request this treatment for a tax year having the same filing date for each company (or, if one of the companies’ accounting liability ceases, would have had the same filing date). Special tax rules may apply to certain categories of companies or certain legal persons, e.g. investment companies.

Shareholders not resident in Sweden for tax purposesShareholders not resident in Sweden for tax purposes are normally not liable for capital gains taxation in Sweden upon disposals of shares. Shareholders may, however, be subject to taxation in their state of residence.

According to a special rule, private individuals not resident in Sweden for tax purposes are, however, subject to Swedish capital gains taxation upon disposals of shares in Caperio, if they have been residents of Sweden due to a habitual abode in Sweden or a stay in Sweden for six consecutive months at any time during the calendar year of disposal or the ten calendar years preceding the year of disposal. In a number of cases though, the applicability of this rule is limited by the tax treaties.


Addresses

Advania Invest ABC/O Advania ABBox 440 34SE-100 73 StockholmSweden

Advania Holding ABC/O KERFI ABBox 440 34SE-100 73 StockholmSweden

Caperio Holding AB (publ)Box 111 05SE-161 11 BrommaSweden


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