Corporate Transaction Trends

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1 No. of transactions Corporate Transaction Trends Transaction Advisory Services Transactions by Sweden s largest companies Slight slowdown in transaction activity due to decrease in acquisitions a quarterly publication that aims to identify trends in the level and direction of transactions completed by Sweden s largest companies reports a slowdown in transaction activity in the fourth quarter of Large Swedish companies completed 34 transactions in Q4 2016, a 28% decrease compared to the 47 transactions closed in Q3 2016, marking the first LTM decline since Q and an interruption to the high transaction volumes seen in the period Q through Q The slowdown in activity was attributable to a decrease in the number of acquisitions 23 in Q4 2016, down from 39 in the previous quarter whereas the completion of 11 divestments was in line with the average number of quarterly divestments for the last four quarters. Despite of the slowdown during the quarter, underlying strength in the transaction market was still evident during Q4 and the statistics is somewhat hampered by pending deals. On an LTM basis, the number of completed transactions (178) corresponds to a 13% decrease compared to the LTM number in Q3 2016, emphasizing the strong previous four quarters. In total, 2016 was the strongest year of M&A activity since 2007 before the financial crisis in 2008/09, when the number of completed transactions peaked at 206 on an annual basis. Finishing the year with a slight slowdown, we conclude that 178 completed transactions was just below our initial projections of 180 from the beginning of the year. However, a favourable macroeconomic environment and strong pipeline of announced, but not yet completed, transactions point toward a strong Q We see a potential for another strong year for transactions, but take a slightly more cautious view and set our year end target to 170 closed transactions. Rolling last twelve months (LTM) transactions Q4 '09 Q4 '10 Q4 '11 Q4 '12 Q4 '13 Q4 '14 Q4 '15 Q4 '16 LTM no. of transactions LTM no. of aquisitions LTM no. of divestments

2 No. of divestments No. of acquisitions Quarterly data Year on year quarterly acquisitions Q1 Q2 Q3 Q4 FY13 FY14 FY15 FY16 Year on year quarterly divestments Ratos s acquisition of Plantasjen and Tele2 s acquisition of TDC Sweden were the largest acquisitions in Q ranked by Enterprise Value. In terms of divestments, Telia Company s divestment of its 77% holding in Spanish company Yoigo was the largest transaction during the fourth quarter ranked by Enterprise Value, followed by Nordstjernan s divestment of its 88% stake in Bygghemma. The region accounted for 26% of the acquisitions completed in Q4 2016, down from 4 in the previous quarter. The share of divestments was down from 50% in Q to 45% in Q The share of transactions completed in Western Europe increased to 48% and 55% of total acquisitions and divestments, respectively, and the share of total acquisitions decreased to 13% in Q4 2016, from 18% in Q Manufacturing and construction was the most active sector, representing 61% of acquisitions and 9% of divestments in the fourth quarter. - Q1 Q2 Q3 Q4 FY13 FY14 FY15 FY16 Q largest transactions (ranked by Enterprise Value) Date Target Seller Buyer Enterprise Target Value ( 100% ) Turnover M M Plantasjen Apax Partners Ratos ~318 ~ TDC Sverige TDC Tele2 ~310 ~ La Fortezza Group n/a ITAB Shop Concept ~105 ~ Yoigo Telia Company Masmovil Ibercom ~612 ~ Bygghemma Sverige Nordstjernan FSN Capital ~241 ~ Mobile Climate Control Group Ratos VBG Group ~181 ~138 Only includes transactions for which an Enterprise Value has been reported or otherwise possible to derive 2

3 Size and sector LTM and by size Target Turnover Q1'16 Q2'16 Q3'16 Q4'16 LTM 2015 under M M over M Total Target Turnover Q1'16 Q2'16 Q3'16 Q4'16 LTM 2015 under M M over M Total Q and LTM by industry sector and size Target Turnover Q4'16 LTM Industry sector Band Total Basic industries under M M over M Manufacturing and construction under M M over M Retail and consumer goods under M M over M Finance and real estate under M M over M Healthcare under M M over M TMT under M M over M Services under M M over M Total under M M over M Total

4 Geographic region Q by geographic region Asia (excl Japan) Other 9% 13% 26% 55% 45% 48% LTM by geographic region Japan 1% Other 2% E Europe Asia (excl Japan) 7% 12% RoW 3% 43% (excl ) 2% E Europe 7% Asia (excl Japan) 6% 23% RoW 1% 57% 28% 4

5 Transaction Advisory Services Contacts Jesper Almström Head of Transaction Advisory Services, Transaction Support Brian Gonourie Transaction Support Staffan Ekström M&A Advisory Staffan Folin M&A Advisory Björn Gustafsson Valuation & Business Modelling Henrik Eriksson Operational Transaction Services Kristin Ringland Commercial Advisory Services Kristoffer Ståhlbröst Restructuring Carsten Kuhlmann Transaction Tax Transaction Advisory Services provides professional advice in connection with acquisitions, divestments, financing, restructuring and other transactions. Our services include M&A advice, restructuring advice (including advice on working capital management), valuations and business modelling, transaction support (including financial due diligence), operational transaction services (including operational due diligence and integration services) and transaction tax services. Transactions covered in this publication are transactions completed by large Swedish companies, defined to mean (i) companies which are listed on the Stockholm Stock Exchange and have a market capitalization over MSEK 5,000; and (ii) other Swedish companies with a turnover of more than MSEK 10,000. Swedish companies that are controlled by foreign groups have been excluded, unless they are headquartered in Sweden. Only transactions completed or declared unconditional in the period with an estimated deal value over approximately 50 MSEK and which have resulted in a change of control or significant change of influence have been included. If large Swedish companies are present on both sides of the same transaction, the transaction is recorded as an acquisition. Public takeovers by third parties and demergers are recorded as divestments. EY Assurance Tax Transactions Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organisation and / or one or more of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. About EY s Transaction Advisory Services How you manage your capital agenda today will define your competitive position tomorrow. We work with clients to create social and economic value by helping them make better, more informed decisions about strategically managing capital and transactions in fast-changing markets. Whether you re preserving, optimising, raising or investing capital, EY s Transaction Advisory Services combine a unique set of skills, insight and experience to deliver focused advice. We help you drive competitive advantage and increased returns through improved decisions across all aspects of your capital agenda. For more information about our organisation and our services, please visit This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax or other professional advice. Please refer to your advisors for specific advice. Ernst & Young AB accepts no responsibility for any loss arising from any action taken or not taken by anyone using the material in this publication. For further enquiries, or to add your name to the mailing list for this publication, please send an to transactions@se.ey.com Ernst & Young AB. All Rights Reserved.