The Board of Directors and CEO of Nasdaq Stockholm AB (formerly Nasdaq OMX Stockholm AB) hereby submit the following Annual Report.

Transcription

1 Annual Report For the fiscal year January 1, 2016 December 31, 2016 The Board of Directors and CEO of Nasdaq Stockholm AB (formerly Nasdaq OMX Stockholm AB) hereby submit the following Annual Report. Contents Page Administration Report 2 Income statement 6 Balance sheet 7 Statement of equity 9 Cash-flow statement 10 Supplementary disclosures Accounting policies 11 Notes 14 Registered office of the Board: Stockholm Company s accounting currency: Swedish kronor (SEK) All amounts are stated in thousands of Swedish kronor (SEK 000s) unless otherwise indicated. 1 (23)

2 Administration Report Information about operations Nasdaq Stockholm AB conducts authorized stock exchange operations under the supervision of the Swedish Financial Supervisory Authority (FI). The company s business concept is to provide trading, market listing and information services, as well as other related services for equity, power and fixed-income products. Through the provision of these services, the company meets the market s needs for capital, market valuations, investment opportunities and risk management. Products and services The company s product niche is to provide an efficient, liquid and credible marketplace for issued financial instruments. Equities, premium bonds, convertibles, warrants, bonds, subscription rights and exchange-traded funds (ETFs) are traded on Nasdaq Stockholm AB. The company also offers trading in Swedish, Norwegian, Finnish and Danish stock options, index options, power derivatives and fixed-income derivatives, as well as stock futures and index futures. Customers The company s market is Europe, with particular focus on the Nordic region, the UK and the Baltic nations. Customers can be divided into three groups: Members Swedish banks and foreign banks and securities companies, power generation companies and energybrokerage firms trading on their own or their customers account. Issuers Swedish and foreign issuers of equities, fund units, bonds, fixed-income products and warrants. Information distributors Swedish and foreign distributors of market information. Members The member network has expanded considerably during the last decade, primarily as a consequence of the initiative to recruit remote members. Many operators have memberships for both cash and derivative products. In total, Nasdaq Stockholm had 123 (119) members at December 31, During 2016, nine new members were added and five memberships expired. Issuers Nasdaq Stockholm primarily lists equities, warrants and bonds, but also other types of securities. Listing is determined by the Listing Committee, which is a specially appointed committee comprising a number of independent committee members. At December 31, 2016, the total number of companies listed in the primary market amounted to 300 (288). Information distributors Nasdaq Stockholm sells trading information to Swedish and foreign information distributors. These, in turn, distribute the information to the end user. Information distributors include companies such as Thomson Reuters, Bloomberg, SIX and Ecovision. A number of members also distribute price information via the Internet to their own online trading services. 2 (23)

3 Risk management Nasdaq Stockholm manages risks attributable to its operating activities. The risks that arise due to the nature of the company s stock market-related operations are limited and mainly comprise operational risks and normal credit risk and counterparty risks. Nasdaq Stockholm has established a comprehensive Enterprise Risk Management (ERM) process that enables all types of risks (with a significant focus on operational risks) to be identified and assessed based on both their probability and potential effect, as well as an action plan for reducing these risks. Investing activities The credit risk arising from investments in interest-bearing investments is managed by an investment policy established by the Board of Directors, stipulating that investments are to be made either in securities issued by external borrowers with a high credit rating, or in short-term investments of limited amounts with creditworthy banks, or by retaining cash and cash equivalents in the Group s cash pool structure and short-term internal interest-bearing investments. Other operations The credit risk that arises from accounts receivable is minimized at Nasdaq Stockholm through the requirement that any company that will be listed on the stock exchange must meet the criteria in the listing agreement. One of these requirements is that the company provides documentary evidence that it possesses the profitability and financial resources to conduct its business. Other services and products are invoiced in advance on a fixed fee basis and larger variable fees are invoiced monthly in arrears thus minimizing the risk of losses in accounts receivable. Liquidity risk/financing risk Nasdaq Stockholm maintains no interest-bearing liabilities and thus assumes no refinancing risks. In addition, the cash flow generated by operations is positive and exceeds investments by a healthy margin. Nasdaq Stockholm has favorable liquidity resources since its regulatory capital is exclusively placed in highly liquid interest-bearing investments that can immediately be converted into cash. Market risk Currency risk Currency exposure at Nasdaq Stockholm primarily arises from market data operations, where most of the revenues are denominated in EUR. The assessment is that the total currency-transaction exposure in the abovementioned flows is relatively limited and manageable, which is why Nasdaq Stockholm has decided not to hedge this particular risk. Interest-rate risk Interest-rate risk is primarily linked to investments in regulatory capital and investments made in Swedish bonds. At December 31, 2016, the average fixed-interest period of these assets was 0.63 years (0.90). Financial instruments Nasdaq Stockholm invests in interest-bearing assets. The financial instruments that are thus utilized primarily comprise Swedish government bonds or mortgage bonds and/or Swedish treasury bills. 3 (23)

4 Significant events during the fiscal year The 2016 fiscal year was yet another fantastic year for new listings. A total of 75 (81) new companies were listed, of which 21 (26) on the main market and 54 (55) on First North, yielding approximately SEK 21.0 bn (48.5) in capital procured. Equities trading at Nasdaq Stockholm declined 9.4% to an average daily trade of SEK 15.5 bn compared with SEK 17.1 bn in Trading in exchange-traded funds (ETFs) on Nasdaq Stockholm declined 12.9% to an average daily trading of SEK 411 m compared with SEK 472 m in Nasdaq Stockholm s share of order-book trading in the company s listed shares fell to 64.4% compared with 69.3% in The number of derivative contracts traded declined 9.4% to an average of 385,989 (426,097) contracts per day. The total premium value for trading in stock options was SEK 47.0 m (54.7) per day. On March 10, 2016, Lauri Rosendahl took office as the new President of Nasdaq Stockholm AB. On December 13, 2016, the Swedish Financial Supervisory Authority announced its decision to issue a remark to the company for deficiencies in its management of cyber risk at local level, which resulted in an administrative fine of SEK 30 m. The main remark is related to outsourcing the company s information security to the Group s Parent Company, Nasdaq Inc. However, the Financial Supervisory Authority was unable to conclude that this gave rise to any damage or tangible effects. Accordingly, the Financial Supervisory Authority s conclusions refer to matters of governance rather than systems and platform security. Nasdaq Stockholm has appealed the decision. The company has decided to make use of an external supplier in connection with the development of the next generation of CSD system. This decision means that the value of the proprietary system, X-Stream, was written off in its entirety. The impairment amounted to a total of SEK 10.9 m. Earnings trend in 2016 Equity turnover for the full year amounted to SEK 3,933 bn (4,305). A total of 69.1 million (64.6) equity transactions were conducted during the year. The average turnover in equities trading declined to SEK 15.5 bn (17.1) per day. The OMXS30 Index closed at 1,517.2 (1,446.8), up 4.9%. The total market capitalization at December 31 was SEK 6,141 bn (5,770). The number of derivative contracts traded declined 8.6% to 98,782,557 (108,060,330) contracts. Revenues rose 7% to SEK 1,561 m (1,459), primarily as a result of the increase in the number of listed companies and sales of market data. Costs excluding depreciation/amortization increased 13% to SEK 647 m (572), primarily due to the abovementioned administrative fine and increased IT costs mainly as part of the adjustments to the future MIFID II regulations. EBITDA increased 3% to SEK 913 m (889), corresponding to an EBITDA margin of 59% (60). The company s expected future development In 2017, work at business-area level will continue its geographic focus on the Nordic and the Baltic regions. Nasdaq Stockholm will remain the driving force in the development of the Nordic and Baltic marketplaces for equities, bonds, derivatives, repurchase contracts and other securities. The objective of a wholly-integrated market is to strengthen the region s customers and thereby the competitiveness of Nasdaq Stockholm customers by offering listing, trading, clearing and settlement based on a shared infrastructure, the dissemination of information and continued harmonization of the rules. Research and development Research and development constitute an integral part of the operating activities aimed at enhancing the efficiency of the operations and introducing new products and services. In 2016, this work was primarily focused on such product areas as options, currency, interest-rate swaps and corporate bonds. 4 (23)

5 Ownership structure Nasdaq Stockholm is a wholly owned subsidiary of Nasdaq Nordic Ltd., Corp. Reg. No , which is in turn a wholly owned subsidiary of Nasdaq AB, Corp. Reg. No ; the Group s Parent Company is The Nasdaq Inc, Corp. Reg. No , with its registered office in Delaware, US. Multi-year review* ** Net sales (KSEK) Income after financial items (KSEK) Operating margin (%) 58% 59% 42% 13% Return on equity (%) 65% 56% 45% 7% Total assets (KSEK) Equity/assets ratio (%) 78% 86% 82% 61% Average number of employees The company was dormant before September 3, * Key definitions, refer to Note 21. **Comparative figures for have not been restated in accordance with the new accounting method for social security expenses for the share-based program. Proposed distribution of earnings The Board of Directors proposes that the profits available for distribution (SEK) Profit brought forward Net profit for the year be distributed as follows: to shareholders (21,72 SEK per share) to be carried forward For more information regarding the earnings and financial position of the company, refer to the income statement, balance sheet, cash-flow statement and notes below. 5 (23)

6 Income statement Note Net sales Operating expenses Other external expenses Personnel costs Depreciation/amortization and impairment of tangible and intangible assets Other operating expenses Operating income Other interest income and similar items Interest expenses and similar items Income after financial items Appropriations Profit before tax Tax on profit for the year Net profit/loss for the year (23)

7 Balance sheet ASSETS Note Non-current assets Intangib le assets Capitalized expenditure for research and development and similar items Goodwill Tangib le assets Equipment Financial assets Participation in Group companies 13, Total non-current assets Current receivab les Accounts receivable Receivables from Group companies Current tax receivable Other receivables Prepaid expenses and accrued income Current investments Cash and bank balances Total current assets TOTAL ASSETS (23)

8 Balance sheet SHAREHOLDERS' EQUITY AND LIABILITIES Note Shareholders' equity Restricted shareholders' equity Share capital Statutory reserve Non-restricted shareholders' equity Profit brought forward Net profit/loss for the year Total shareholders' equity Provisions Deferred tax liabilities 0 0 Total provisions 0 0 Current liabilities Accounts payables Liabilities to Group companies Other liabilities Current tax liabilities Accrued expenses and prepaid income TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES (23)

9 Statement of changes in equity Restricted shareholders' equity Non-restricted shareholders' equity Development Profit Net Share expenditures brought profit/loss capital fund forward for the year Total Opening balance according to established Annual report Jan 1, Effects of changes in accounting method soc cost on equity Renewed opening balance Jan 1, Transfer of results from previous year Dividend paid Effects of changes in accounting method soc cost on equity Net profit for the year Closing balance Dec 31, Opening balance according to established Annual report Jan 1, Effects of changes in accounting method soc cost on equity Renewed opening balance Jan 1, Transfer of results from previous year Transfer of Development expenditures fund Dividend paid Net profit for the year Closing balance Dec 31, (23)

10 Cash-flow statement Note Operating activities Income after financial items Adjustments for non-cash items, etc. Depreciation/amortization and impairment 10,11, Group contribution Other items not affecting cash flow Income tax paid Cash flow from operating activities before changes in working capital Changes in working capital Changes in operating receivables Changes in operating liabilities Cash flow from operating activities Investing activities Acquisition of tangible assets Disposal of tangible assets Cash flow from investing activities Financing activities Dividend paid Cash flow from financing activities Cash flow for the year Cash and cash equivalents at beginning of year Cash and cash equivalents at year-end * Cash and cash equivalents include short-term investments, cash and bank balances. 10 (23)

11 Notes Accounting policies, etc. General accounting policies The Annual Accounts have been prepared in accordance with the Annual Accounts Act (1955:1554) and BFNAR 2012:1 Annual Accounts and Consolidated Financial Statements (K3). Assessments and estimates The following assessments by the Board have a significant impact on the carrying amounts in the Annual Report: Goodwill is annually assessed to identity any impairment requirements. Group affiliation The closest supervisory Parent Company that prepares consolidated financial statements in which the company is included is The Nasdaq Group, Inc., Delaware, USA, (Corp. Reg. No ). Revenue recognition Revenue is measured at fair value of what the company received or will receive. This means that the company recognizes revenue at nominal value (invoiced amount) if the company receives remuneration in cash and cash equivalents on delivery. Deduction is made for discounts granted. Financial instruments Financial instruments are recognized according to BFNAR 2012:1 (K3), Chapter 12. Refer also to the description of the accounting for each category of financial instruments. See also Note 19. Financial assets/liabilities held for trading Financial assets/liabilities held for trading include securities and are measured at fair value. For listed financial instruments, the market capitalization is calculated based on current market listings on the balance-sheet date. All changes in value are recognized in profit and loss. Loan receivables and accounts receivable Pertain to accounts receivable, receivables from Group companies, other receivables, as well as accrued revenue and are measured at cost. All changes in value are recognized in profit and loss. Other financial liabilities Pertain to accounts receivable, receivables from Group companies, other receivables, as well as accrued revenue and are measured at cost. All changes in value are recognized in profit and loss. Participations in subsidiaries are exempted from BFNAR 2012:1 (K3) Chapter 12 and recognized at cost, see also Note 13. Remuneration of employees Remuneration of employees relates to all types of remuneration that the company pays to employees. The company s remuneration includes salaries, paid vacation, paid absence, bonuses and compensation after retirement (pensions). Recognition occurs in pace with vesting. Remuneration to employees after retirement relates to defined-contribution plans. Defined-contribution plans are classified as plans in which established premiums are paid and there are no obligations, either legally or informally, to pay anything in excess of these premiums. The company has no other longterm remuneration schemes vis-à-vis employees. Premiums for defined-contribution plans are recognized as an expense in the period in which the employees perform the services that form the basis of the commitment. 11 (23)

12 Long-term incentive program (LTIP) All employees participate in Nasdaq Inc. s long-term incentive program. Based on the employee category, the plan includes the allocation of shares and warrants in Nasdaq Inc. to which, to a certain extent, performance requirements and a requirement of continued employment in the company have been linked. The warrants will be exercised within a period of three to five years. The company is charged for current costs for the LTIP by the Parent Company. The costs charged by the Parent Company are based on the value of the stock or warrants at the time of allocation and are spread over the expected vesting period. Social security expenses arising from these share-based programs are finally determined on the exercise date, but provisions are made on an ongoing basis over the vesting period based on the market value. Remuneration policy A report on the remuneration policy in compliance with the Swedish Financial Supervisory Authority s general guidelines on remuneration policies, FFFS 2016:21, is published on the company s website, Translation of items in foreign currencies Receivables and liabilities in foreign currencies have been valued at the closing-day rate. Exchange gains and losses on operating receivables and operating liabilities are recognized in operating income while exchange gains and losses on financial receivables and liabilities are recognized as financial items. Group contributions Group contributions received and paid are recognized as appropriations. Taxes Current and deferred income tax is recognized under the heading Taxes in profit and loss. National income tax in Sweden is calculated on nominally entered earnings with additions for non-deductible items, deductions for non-taxable revenues and other deductions. Deferred tax assets are recognized for all deductible temporary differences and unutilized loss carryforwards, to the extent it is probable that future taxable profit will be available against which the temporary differences or unutilized loss carryforwards can be used. The deferred tax assets carrying amounts are reviewed on each closing date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilized, and increased to the corresponding extent. Deferred tax assets and liabilities are calculated by applying the tax rates that are expected to apply for the period in which the deferred tax asset is realized or when the deferred tax liability is settled, based on the tax rates (and the tax laws) that exist or that in practice exist on the balance-sheet date. Non-current assets Tangible and intangible assets are recognized at cost less accumulated depreciation/amortization and any impairment. Tangible assets were divided into significant components when the components have highly varying useful periods. The depreciable amount comprises cost less an estimated residual value if this is significant. Amortization takes place straight-line over the expected useful life. The following amortization/depreciation periods are applied: Intangible assets Goodwill 10 years Tangible assets Equipment 5 years The company applies the so-called capitalization model for internally created intangible assets. The method entails that all charges that fulfill the criteria in BFNAR 2012:1 are capitalized as intangible assets and amortized over the estimated useful life of the asset. 12 (23)

13 Cash-flow statement The company applies the indirect method for the preparation of the cash-flow statement. Cash and cash equivalents are defined as short-term investments with maturity terms of less than three months, and cash and bank balances. Receivables, liabilities and provisions Current receivables are recognized at the lower of cost and the amount expected to result from settlement, unless otherwise indicated above. Long-term receivables and liabilities are recognized at amortized cost at the first measurement occasion. Other liabilities and provisions are recognized at the amounts expected to result from settlement. Other assets are recognized at cost, unless otherwise indicated above. Note 2 Distribution of net sales Net sales distributed on business areas; Transaction revenue Market data Issuers Technology and system revenue Other revenue Note 3 Auditors' fees Ernst & Young Audit assignment Other auditing activities Note 4 Employees and personnel costs Average numb er of employees Men Women Salaries and other remuneration President (of which bonus) (1 388) (1 218) (of which, share-based remuneration) (1 753) (1 432) Other employees (of which, share-based remuneration) (10 331) (9 863) (23)

14 Pension and other social security expenses Pension expenses for the President Pension expenses for other employees* Other social security expenses according to law and agreement Board fees have not been paid during the period. Gender distrib ution among senior executives Percentage of women on the Board 33% 40% Percentage of men on the Board 67% 60% Percentage of women among other senior executives 0% 17% Percentage of men among other senior executives 100% 83% The data relate to the ratio on the balance closing date. Remuneration structure 2016 Nasdaq s remuneration of employees consists of both fixed and variable remuneration, as well as pension and other benefits. Variable remuneration is divided into short-term and long-term incentive programs. The short-term incentive program encompasses all employees and is a cash-based remuneration linked to various targets in the business. Share-based remuneration In December 2008, the Nasdaq Board of Directors decided to implement a long-term incentive program (LTIP) for all permanent employees. This program consists of share-based instruments linked to the Nasdaq share, which are listed on the Nasdaq Stock Market in the US. The LTIP is a performance-based program. The ratio used for measuring performance is Nasdaq s operating income in the year concerned. The principles of share-based remuneration and its components are presented in more detail below. The amount of an employee s share-based remuneration depends on the company s earnings, the business area s earnings, the team s targets and the employee s positions in the company. The LTIP s share-based remuneration comprises three different instruments: - Performance Share Units (PSUs) with 1-Year performance, one-third transferred to employees per year. The number of shares transferred is linked to Nasdaq s corporate operating income with a payment interval of 0-150%, meaning that the number of shares transferred can be lower or higher. - Performance Share Units (PSUs) with 3-Year performance, 100% transferred after three years. The number of shares transferred is linked to the Total Shareholder Return (TSR) and to S&P 500 earnings. The number of shares transferred can be lower or higher. - Restricted Stock Units (RSUs) that vest over time (non-performance-based), 25% transferred after two years, 25% after three years and 50% after four years. The number of shares allotted is always the same as the number transferred. The employees, depending on the position held, have been allotted a number of RSUs, a combination of RSUs and PSUs, or alternatively a combination of one-year PSUs and three-year PSUs. RSUs and PSUs will be allotted on March 31, 2017 since Nasdaq s 2016 operating income achieved the established targets. 14 (23)

15 Social security expenses for share-based remuneration In accordance with Chapter 26, share-based remuneration, in BFNAR 2012:1 Annual Accounts and Consolidated Financial Statements (K3), social security expenses on share-based remuneration are calculated and allocated based on the number of shares received over the entire length of the program, meaning over the entire vesting period. The company changed the method for calculating social security expenses during the year in order to follow the share program. Accordingly, comparative figures from the preceding year have been changed so that the accumulated effect in the income statement and balance sheet up to and including the 2015 fiscal year is recognized in the balance sheet in equity, entailing an increase in profit brought forward of SEK 5,465,000, and is recognized in the income statement in comparative figures for 2015, entailing an increase in net profit for the year for 2015 of SEK 3,688,000. Pensions Nasdaq Sweden offers its employees a market-rate, premium-based occupational pension Nasdaq pension plan. The retirement age is 65 years. Other benefits In addition to the above occupational pension, Nasdaq Sweden has taken out health insurance, group life insurance (TGL), medical expenses insurance and occupational injury insurance (TFA) for its employees. Employees are also able to supplement their cover via Nasdaq s voluntary group insurance. Note 5 Intra-Group purchases and sales Percentage of total purchases during the year from other Group companies 44% 40% Percentage of total sales during the year to other Group companies 10% 23% Expenses primarily comprise operating and development expenses from Nasdaq Exchange & Clearing Services AB. Note 6 Other interest income and similar income Other interest income Exchange rate difference Result, short-term investments Note 7 Interest expenses and similar expenses Interest expense to Group companies Other interest expenses Exchange rate difference (23)

16 Note 8 Appropriations Group contributions paid Group contributions paid (untaxed) Group contributions received (untaxed) Note 9 Tax on profit for the year Current tax liabilities Adjustment related to previous years Adjustment in deferred tax related to temporary differences Total recognized tax Average effective tax rate 17,8% 3,6% Reconciliation of effective tax rate Recognized profit before tax Tax on recoginzed profit according to applicable tax rate (22%) Tax effect of: Non-deductible goodwill amortization Other non-deductible expenses Adjustment of previous years' tax Non-taxable Group contribution Unattended tax effects -235 Recognized tax Effective tax rate 17,8% 3,6% 16 (23)

17 Note 10 Capitalized expenditure for research, development and similar business Opening cost Acquisitions for the year Closing accumulated cost Opening amortization Disposals Amortization for the year Closing accumulated amortization Opening impairments 0 0 Impairments for the year Closing accumulated impairment Closing carrying amount Note 11 Goodwill Opening cost Closing accumulated cost Opening amortization Amortization for the year Closing accumulated amortization Closing carrying amount 0 0 In accordance with the consolidated value method, the goodwill attributable to Nasdaq Stockholm AB in connection with the demerger was recognized in the legal unit. 17 (23)

18 Note 12 Equipment Opening cost Acquisitions for the year Acquisitions related to company split - - Closing accumulated cost Opening amortization Amortization for the year - - Amortization related to company split Closing accumulated amortization Closing carrying amount Note 13 Participation in Group companies Opening cost Closing accumulated cost Closing carrying amount Note 14 Specification of participations in Group companies Name Share of equity Share of voting rights Number of participations Carrying amount OMX Italy srl 5% 5% 5% Corp. Reg. No. Registered offic Equity* Net loss for the year** OMX Italy srl Italy * Equity and Profit for the year have been stated in their entirety irrespective of ownership holding. ** Profit for the year pertains to income after financial items. 18 (23)

19 Note 15 Prepaid expenses and accrued income Accrued income Prepaid rental expenses Note 16 Cash and bank Cash- and bank balances Note 17 Number of shares Quota value Quota value Quantity Quantity A-shares Note 18 Accrued expenses and prepaid income Accrued salaries and other benefits Accrued vacation pay Accrued social security expenses Personel withholding tax Prepaid income listing issues Prepaid income members Other prepaid income (23)

20 Note 19 Disclosures of financial instruments Assets at Dec 31, 2016 Financial assets held for trading Loan receivables and accounts receivables Non-financial assets Accounts receivables Receivables from Group companies Other receivables Prepaid expenses and accrued income Short-term investments Cash and bank balances Total Assets at Dec 31, 2015 Financial assets held for trading Loan receivables and accounts receivables Non-financial assets Accounts receivables Receivables from Group companies Other receivables Prepaid expenses and accrued income Short-term investments Cash and bank balances Total 20 (23)

21 Liabilities at Dec 31, 2016 Other financial liabilities Non-financial liabilities Total Accounts payables Liabilities to Group companies Accrued expenses and deferred #REF! Other liabilities Liabilities at Dec 31, 2015 Other financial liabilities Non-financial liabilities Total Accounts payables Liabilities to Group companies Accrued expenses and deferred Other liabilities Note 20 Collateral securities and contingent liabilities Collateral securities None None Contingent liabilities None None Note 21 Definitions of key figures Operating margin Operating income as a percentage of net sales. Adjusted equity Equity plus untaxed reserves less deferred tax. Return on equity Income after financial items as a percentage of average adjusted equity. Equity/assets ratio Adjusted equity as a percentage of total assets Note 22 Significant events after the end of the fiscal year No significant events have occurred after the balance sheet date. 21 (23)

22 Note 23 Proposed distribution of earnings Proposed distribution of earnings The Board of Directors proposes that the profits available for distribution (SEK) Profit brought forward Net profit for the year be distributed as follows: to shareholders (SEK 21,72 per share) to be carried forward Stockholm, June 14, 2017 Andreas Gustafsson Chairman of the Board Teuvo Rossi Board member Suzanne Dahl Board member Christina Werner Board member Adam Kostyal Board member Lauri Rosendahl President and CEO Robert Caisley Board member 22 (23)

23 Our audit report was submitted on June 14, 2017 Ernst & Young AB Stefan Lundberg Authorized Public Accountant 23 (23)