Information about automatic redemption procedure for shares IN MR GREEN & CO AB 2018

Transcription

1 Information about automatic redemption procedure for shares IN MR GREEN & CO AB 2018 A

2 3 Summary of the redemption procedure 4 Background and reasons 5 Description of the redemption procedure 5 Key dates 6 This is how it works 6 Terms and conditions 8 Financial implictions for Mr Green & Co 10 Tax issues in Sweden 15 Q & A Mr Green is a leading online gaming company with operations in twelve countries. The business concept is to offer entertainment and a first-class gaming experience in a responsible environment. The business was founded in 2007 and has developed into a well-established online gaming company with a broad customer offer and a strong globally viable brand. In 2017, Mr Green generated sales of SEK 1,192.0 million and the company has over 300 employees. The headquarters and technical development are based in Stockholm, and operations in Malta. Mr Green has gaming licences in Malta, the UK and Italy, as well as a casino licence in Denmark and a Sportsbook licence in Ireland. The company is listed on Nasdaq Stockholm s Mid Cap list. Definitions Nasdaq Stockholm: Euroclear Sweden: Nasdaq Stockholm AB with Corporate Registration Number Euroclear Sweden AB with Corporate Registration Number Mr Green & Co, the Company, the Group: Mr Green & Co AB (publ) with Corporate Registration Number , including subsidiaries. Other New ISIN code for the Mr Green & Co share after split: ISIN code for redemption shares: Ticker for redemption shares: Trading place for redemption shares: Financial calendar SE SE MRG IL Nasdaq Mid Cap Interim report for the first quarter of 2018: 27 April 2018 Annual General Meeting in Stockholm, Sweden: 7 May 2018 Second-quarter report 2018: 20 July 2018 Third-quarter report 2018: 26 October 2018 Read more at

3 Summary of the redemption procedure Following resolution by the Annual General Meeting on 7 May 2018, each share in Mr Green & Co will be split into two shares ( 2:1 share split ), with one of these shares being designated a redemption share. The redemption shares will be automatically redeemed for an amount of SEK 1.30 per redemption share. Payment is expected to be made on 25 June The redemption procedure will occur automatically, which entails that you, as a shareholder, do not need to do anything in order to receive the redemption payment. The record date for the share split and entitlement to redemption shares is 25 May Trading in redemption shares will take place on Nasdaq Stockholm during the period 30 May 15 June It may be advantageous from a taxation perspective for foreign shareholders to sell their redemption shares during the trading period. For questions regarding the redemption procedure, please contact Mr Green & Co at information@mrg.se. This information brochure does not represent an offer but provides information on the Board of Directors proposal of capital distribution to the shareholders of Mr Green & Co through an automatic redemption of shares. The purpose of this information brochure is to provide the shareholders of Mr Green & Co with information for the Annual General Meeting on 7 May 2018, which is proposed to resolve on the automatic redemption procedure. The Board of Directors complete material for this decision, including amendment to the Articles of Association, the share split, reduction in share capital and restoration of share capital, is available at the Company and on the Company s website, and will be sent to shareholders who request it and provide their postal or address. This document is also available in English at 3

4 Background and reasons In 2017, Mr Green s total revenue increased by 28.9 per cent compared with the preceding year, and amounted to SEK 1,192.0 million (924.5). The strong growth in revenue was the result of digitally-driven customer communication, enhanced entertainment value and a new, unique product offering. During the year, Mr Green has distinguished itself by launching a predictive tool for Green Gaming, the casino tournaments Reel Thrill, a new smart Sportsbook and number games. EBITDA improved by 146 per cent to SEK million (75.6) due to strong revenue growth and enhanced marketing efficiency. The EBITDA margin rose by 7.4 percentage points to 15.6 (8.2) per cent. Free cash flow increased by 110 per cent to SEK million (62.4). Cash and cash equivalents at year-end 2017 amounted to SEK million. As a result of this and in line with the Company s dividend policy, the Board of Directors proposes that the Annual General Meeting resolve on a distribution to the shareholders of approximately SEK 53.1 million, corresponding to SEK 1.30 per share, through an automatic redemption programme. The proposed distribution of capital is in line with the Company s established dividend policy, which states that a dividend and/or buy back shares is to be implemented in an amount equivalent to 50 per cent of consolidated free cash flow, provided the cash and cash equivalents are not required to realise the Company s strategy, for future tax payments or to secure additional reserves as dictated by capital market conditions. The proposal entails that 40.4 per cent of the Group s free cash flow will be distributed to the shareholders. For further information on the redemption programme, refer to this information brochure. Stockholm, April 2018 Mr Green & Co AB (publ) Board of Directors 2018 TIME PLAN 7 May Annual General Meeting 30 May 15 june Trading in redemption shares on Nasdaq Stockholm 25 May Record date for the share split and entitlement to redemption shares 19 june Record date for redemption in Euroclear Sweden 23 May Final day of trading in Mr Green & Co s share before the share split, including the right to redemption shares 24 May First day of trading in Mr Green & Co s share after the share split, excluding the right to redemption shares 25 june Cash amount expected to be paid to holders of redemption shares 4

5 Description of the redemption procedure BOARD PROPOSAL IN BRIEF The Board of Directors proposes that the Annual General Meeting on 7 May 2018 resolve in favour of a distribution of capital to the shareholders of Mr Green & Co by way of an automatic redemption procedure. The proposal entails that each share be divided into two shares (through a 2:1 split), of which one share, the redemption share, will be automatically redeemed against receipt of SEK 1.30 per redemption share. The proposal involves a total distribution of capital to shareholders of approximately SEK 53.1 million. Shareholders who are registered in the shareholders register maintained by Euro clear Sweden on the record date of 25 May 2018 will receive redemption shares. The final day of trading in Mr Green & Co s shares including entitlement to receive redemption shares is 23 May After having received the redemption shares, the shareholder can choose between the two following options: ALTERNATIVE 1 Receive payment of SEK 1.30 per redemption share. This will be settled automatically unless alternative 2 below is chosen. ALTERNATIVE 2 Sell the redemption shares on Nasdaq Stockholm during the period from 30 May through 15 June It may be advantageous from a taxation perspective for foreign shareholders to sell their redemption shares during the trading period instead of having them redeemed. KEY DATES 23 May 2018 Final day of trading in Mr Green & Co s share before the share split, including the right to redemption shares 24 May 2018 First day of trading in Mr Green & Co s share after the share split, excluding the right to redemption shares 25 May 2018 Record date for the share split and entitlement to redemption shares 30 May 15 June 2018 Trading in redemption shares on Nasdaq Stockholm 25 June 2018 Expected payment of the redemption amount 5

6 This is how it works Illustrative example BEFORE Following resolution by the Annual General Meeting on 7 May 2018, each share in Mr Green & Co will be split into two shares, with one of these shares being designated a redemption share. AFTER The redemption shares are subsequently automatically redeemed against a cash payment of SEK 1.30 per redemption share. 100 SHARES IN MR GREEN & CO 100 SHARES IN MR GREEN & CO 100 SHARES IN MR GREEN & CO 100 REDEMPTION SHARES IN MR GREEN & CO AB SEK 130 CASH On the record date for the share split, you are the registered owner of 100 shares in Mr Green & Co. In this example, the share price is assumed to be SEK 50 per share. Hence, the value of your shares is: Ù Ù 100 Mr Green & Co shares x SEK 50 = SEK 5,000 When the redemption procedure starts, each share will be split into one Mr Green & Co share and one redemption share. The theoretical price for the Mr Green & Co share after the split is calculated at approximately SEK 48.70, which equals the difference between the price per share before the split (SEK 50) and the value of the redemption share (SEK 1.30). The value of your holding then becomes as follows: Ù Ù 100 Mr Green & Co shares x SEK = SEK 4,870 Ù Ù 100 redemption shares x SEK 1.30 = SEK 130 Mr Green & Co will then redeem your redemption shares for SEK 1.30 each in cash. This does not require any action on the part of the shareholder. After the redemption procedure is completed, you will hold: Ù Ù 100 Mr Green & Co shares x SEK kronor = SEK 4,870 Ù Ù Cash payment for 100 redemption shares x SEK 1.30 = SEK 130 Hence, you will own the same number of ordinary shares in Mr Green & Co as you did prior to the redemption procedure and you have received SEK 1.30 in cash for every redemption share. This example does not take into consideration any tax consequences that may arise in connection with the redemption process, see Tax issues in Sweden and Q & A. Trading in redemption shares will take place on Nasdaq Stockholm during the period 30 May 15 June 2018 and holders of redemption shares can sell them during this period. Please note that this example does not take into consideration any tax consequences that may arise in connection with the redemption process, see the section Tax issues in Sweden and Q & A. TERMS AND CONDITIONS Share split and redemption Shareholders in Mr Green & Co who are registered with Euroclear Sweden on the record date for the share split, 25 May 2018, are entitled to redemption shares. Each share in Mr Green & Co will be split into two shares, with one of these shares being designated a redemption share with Euroclear Sweden. The redemption shares carry entitlement to automatic redemption against a cash payment of SEK 1.30 per redemption share. 6

7 Final day of trading in shares including right to redemption shares The final day for trading in the share including the right to receive redemption shares is 23 May As of 24 May 2018, the share will be traded excluding the right to receive redemption shares. Record date The record date at Euroclear Sweden for the split of the Mr Green & Co share and entitlement to redemption shares is 25 May The redemption shares will thereafter be booked into each shareholder s securities account. The shareholders will receive a securities notification as confirmation from Euroclear of the number of redemption shares received. The record date at Euroclear Sweden for the cancellation of redemption shares is 19 June Payment of the redemption amount In connection with the payment of the redemption amount, the redemption shares registered in the shareholder s securities account will be removed. No separate securities notification will be sent out from Euroclear Sweden regarding the cancellation of the redemption shares. A cash payment of SEK 1.30 for each redemption share is expected to be made on 25 June Payment will be made through Euroclear Sweden to the yield account linked to the shareholder s securities account. A securities notification from Euroclear Sweden will be sent out as confirmation of payment. Nominee-registered shares Shareholders in Mr Green & Co whose shares are registered with a nominee, for example, a bank or other securities company, will receive redemption shares and payment in accordance with information given by each nominee. Foreign shareholders Shareholders who are not tax resident in Sweden and who participate in the redemption procedure and have shares redeemed are normally obliged to pay Swedish withholding tax on the redemption amount, see the section Tax issues in Sweden. Withholding tax may thus be withheld for such shareholders in connection with the payment of the redemption amount insofar as the country where the holder has their shares does not have other tax regulations. Trading in redemption shares Trading in redemption shares will take place on Nasdaq Stockholm during the period 30 May 15 June 2018 under the ticker MRG IL and the ISIN code SE Please note that Mr Green & Co will be allocated a new ISIN code following the completed share split. The new ISIN code is SE

8 Financial implications for Mr Green & Co In order to illustrate how the redemption procedure would affect the Parent Company s and the consolidated financial statements as of 31 December 2017, pro forma figures are presented below for certain balance sheet items and key performance indicators. The accounts are prepared assuming that the redemption procedure was completed as of 31 December 2017, with the redemption payment fully financed by a decrease of the Company s cash and cash equivalents. The capital distribution from Mr Green & Co through the redemption procedure will only have a marginal effect on the Group s net interest income and on the net result for the period, which is why this effect is omitted in the accounts below. FINANCIAL EFFECTS OF THE REDEMPTION FOR THE GROUP Key performance indicators, 31 December 2017 Before redemption Adjustments for redemption Pro forma after redemption Equity, ksek 1,031,127 53, ,023 Equity/assets ratio* 59.3% 1.3% 58.0% Return on equity** 13.3% 0.4% 13.7% * Equity in relation till total assets ** Net result before tax divided by average equity CHANGES IN EQUITY FOR THE GROUP (KSEK) Equity, 31 Dec 2017 Before redemption Split 2:1 Share redemption Bonus issue Pro forma after redemption Share capital 40,849 20,425 20,425 40,849 Other contributed capital 865, ,170 Translation reserve 110, ,371 Retained earnings 14,736 32,680 20,425 38,368 Total equity 1,031,127 53, ,023 No. of shares 40,849,413 81,698,826 40,849,413 40,849,413 CHANGES IN EQUITY FOR THE PARENT COMPANY (KSEK) Equity, 31 Dec 2017 Before redemption Split 2:1 Share redemptio Bonus issue Pro forma after redemption Share capital 40,849 20,425 20,425 40,849 Total restricted equity 40,849 20,425 20,425 40,849 Retained earnings 828,485 32,680 20, ,381 Net result for the year 53,707 53,707 Total non-restricted equity 882,192 32,680 20, ,088 Total equity 923,041 53, ,937 No. of shares 40,849,413 81,698,826 40,849,413 40,849,413 8

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10 Tax issues in Sweden GENERAL INFORMATION REGARDING TAX MATTERS IN SWEDEN The following is a summary of certain tax considerations in Sweden that can arise as a consequence of the proposed share split and redemption of shares for shareholders in Mr Green & Co. The information in this summary is based on the condition that shares (original shares and redemption shares) in Mr Green & Co are to be considered as listed 1). The summary is based on Swedish tax legislation as of the date of this brochure and is not intended to exhaustively address all tax consequences that may arise as a result of the proposal for a share split and redemption. As an example, it can be stated that the summary does not address the rules that apply to capital gains taxation for shares in close companies or the rules that apply when shares are held by a limited partnership, or when shares comprise inventory assets in business operations. Nor does the summary take up the rules that apply for assets subject to standard taxation, such as the assets within the framework of an investment savings account and assets in an endowment insurance, or the regulations that may apply to some specific types of shareholder, such as investment companies, investment funds, foundations and non-profit organisations. Furthermore, the information is only intended as general information for shareholders with unlimited tax obligations in Sweden, unless otherwise stated. Accordingly, issues are not addressed that may arise, for example, regarding taxation in other countries, the application of tax agreements or other special rules. Every shareholder should consult a tax consultant regarding the tax consequences that might occur in individual cases in regard to the proposed share split and redemption of shares. SHARE SPLIT AND RECEIPT OF REDEMPTION SHARES Taxation is not triggered by the share split or the receipt of redemption shares. However, the redemption or other disposal of redemption shares may trigger capital gains taxation, see below. Mr Green & Co s redemption shares will be listed on Nasdaq Stockholm during the trading period 30 May 15 June REDEMPTION AND SALE OF REDEMPTION SHARES Individuals Individuals are normally subject to capital gains tax when market-listed shares are sold or redeemed. Capital gains or capital losses on the sale of shares are calculated as the difference between the payment (sales payment or redemption payment), after deduction of any sales charges, and the acquisition cost. Acquisition cost is defined as the charges for acquisition. Upon divestment of shares, the acquisition cost is usually calculated according to the average method. This means that the average acquisition cost for all shares of the same class and type as the divested share can be used. Redemption shares and remaining shares are not considered to be of the same class and type when applying the average method. Changes in the shareholding that have occurred are to be considered when calculating the acquisition cost. As an alternative to the average method, the standard rule may be applied to market-listed shares and other listed participatory rights. This method entails that the acquisition cost may be calculated at 20 per cent of the payment received upon sale or redemption, after any deductions for divestment charges. A capital gain is usually taxed at a rate of 30 per cent, while a capital loss, as a rule, is deductible at a rate of 70 per cent against all taxable income from capital. Capital losses on listed shares and other listed participatory rights taxed in the same manner as shares (except for listed shares in mutual funds containing only Swedish receivables), such as the redemption shares of class B, and likely also class A, are, however, fully deductible against taxable capital gains on such assets or on non-listed participations in Swedish limited liability companies and foreign legal entities. For losses on non-listed participations only five-sixths of capital losses in Swedish limited liability companies and foreign legal entities are deductible. If capital losses pertain to both listed participatory rights and non-listed participations, the losses pertaining to the listed participatory rights are deductible prior to the losses on the non-listed participations. To the extent that a capital loss on listed participatory rights or on non-listed participations in Swedish limited liability companies or foreign legal entities cannot be deducted in accordance with the above, the loss is deducted against income from capital in an amount of 70 per cent or five-sixths of 70 per cent, respectively. If a deficit arises within income from capital, a reduction of the tax on income from employment and from business operations, as well as the real estate tax and the municipal real estate fee, is allowed. The tax reduction amounts to 30 per cent of any part of 1 Shares listed on Nasdaq Stockholm are regarded as market listed if they are listed for continuous generally available listing on the basic option of market-based turnover. 10

11 the deficit not exceeding SEK 100,000 and 21 per cent of any part of the deficit in excess of SEK 100,000. Deficits may not be carried forward to a subsequent financial year. Legal entities For limited liability companies and certain other legal entities, it must be determined whether shares and other participatory rights are shares held for business purposes or capital investment shares. If the shares are to be regarded as shares held for business purposes, capital gains on such shares are usually considered to be tax-free for limited liability companies and certain other legal entities, while capital losses on such shares are not usually deductible. Unlisted shares that are capital assets are considered held for business purposes. Listed shares that are capital assets (that is, not inventory assets) are regarded as held for business purposes if the holding corresponds to 10 per cent or more of the number of votes for all shares in the company or if the shares are conditional on the business. For listed shares, there is also a requirement of a minimum holding time. If, instead, the shares comprise capital investment shares, the shares must be declared for taxation as income from business operations and taxed at a tax rate of 22 per cent. Furthermore, capital losses on capital investment shares, unlike shares held for business purposes, are deductible. However, certain limitations apply for capital losses on capital investment shares, see below. Legal entities deductible capital losses on shares may only be deducted against taxable capital gains on shares and other participatory rights ( total shareholding ). However, provided that certain conditions are met, capital losses may also be offset against another legal entity s capital gains on shares and other participatory rights. This possibility requires a right to Group contributions between the legal entities and that both legal entities request to offset capital gains against capital losses for a tax year in which the same tax return deadline falls. Capital losses on shares and other participatory rights that have not been possible to exercise by a legal entity may, without limit on time, be saved and deducted against taxable capital gains on such assets in subsequent income years. Capital gains and capital losses are calculated in the same way as for individuals as outlined above. ACQUISITION COST OF REDEMPTION SHARES The acquisition costs for the original shares are usually divided into redemption shares and remaining shares based on their market value at the time of the redemption shares separation. Mr Green & Co intends to request from the Swedish Tax Agency general advice and pronouncements on how large a portion of the acquisition cost of the original shares in Mr Green & Co that should be considered attributable to the remaining shares and redemption shares, respectively. Information on the Swedish Tax Agency s general advice and pronouncements is expected to be available on the Tax Agency s website, www. skatteverket.se, and on Mr Green & Co s website, during the autumn of The basic principles are illustrated in the example below. Note that the amounts in the example are assumed. EXAMPLE A shareholder owns 100 Mr Green & Co shares with an average acquisition cost of SEK 30 per share immediately prior to the share split. It is assumed that the lowest price paid on the last day of trading in the share before the split and separation of the redemption shares is SEK 50, that the redemption shares are listed and that the lowest price paid on the first day of trading in the redemption shares is SEK Further, it is assumed that the Swedish Tax Agency, in its anticipated general advice, issues a recommendation based on this that approximately 2.6 per cent (SEK 1.30 divided by SEK 50) of the pre-split acquisition cost of a Mr Green & Co share should be allocated to the redemption share and that approximately 97.4 per cent should be allocated to the remaining share. The acquisition fee for the redemption share will thus be SEK 0.78 (2.6 per cent of SEK 30). Accordingly, the acquisition cost allocated to the remaining share should be SEK (97.4 per cent of SEK 30). Should the redemption shares be disposed of (through sale or redemption) at a price of SEK 1.30 per share, the total capital gain would be (SEK 1.30 x 100) (0.78 x 100) = SEK 52.

12 If the redemption shares have been acquired in a manner other than through the share split, the acquisition cost of all redemption shares is calculated using the average method, by which the actual acquisition cost is used as the basis for calculation when the shares have not been acquired through the share split. Redemption shares and remaining shares are not considered to be of the same class and type when applying the average method. As an alternative to the average method, the standard method can be used in calculating the acquisition amount of listed redemption shares, meaning that the acquisition cost can be calculated at 20 per cent of the payment received on sale or redemption after deduction of any divestment fees. In the above example, this means that the standard method is more advantageous than the average method if the acquisition cost allotted to the redemption shares is lower than SEK 0.26 (SEK 1.30 x 20 per cent), provided that the redemption payment is SEK FOREIGN SHAREHOLDERS Withholding tax For shareholders who are not fiscally domiciled in Sweden and not conducting business from a permanent establishment in Sweden, payments due to a reduction of the share capital by way of a redemption procedure are treated as dividend distributions, which normally means that Swedish withholding tax is levied on the redemption proceeds. The withholding tax is 30 per cent and is due on the entire payment received on redemption. The withholding tax rate is often reduced under tax treaties between Sweden and other countries to avoid double taxation. The withholding of tax is normally effected by Euroclear Sweden or, if the shares are registered with a nominee, by the nominee. The withholding tax liability arises when the redemption share proceeds are available for distribution. Please note that there should be no withholding tax on proceeds from the sale of redemption shares prior to the redemption date. In conjunction with redemption, a shareholder may reclaim from the Swedish Tax Agency (restitution) the amount of withholding tax that is attributable to an amount equal to the acquisition cost of the redemption share, meaning either the acquisition cost of the redemption share or, provided the share is listed, 20 per cent of the redemption proceeds. The acquisition cost should be calculated according to the principles provided under the above heading Acquisition Cost of the Redemption Shares. The refund application must be made in writing and submitted to the Swedish Tax Agency no later than by the end of the fifth calendar year following the redemption payment. For shareholders that are legal entities resident within the EU, there is normally no Swedish withholding tax if the shareholder holds 10 per cent or more of the capital in the company whose shares are redeemed, provided that certain conditions are met. Additionally, since the beginning of 2012, certain foreign fund companies are not normally liable for the payment of withholding tax in Sweden. Income tax Generally, individual shareholders resident outside of Sweden are normally not liable to Swedish tax on the sale of shares. Individuals who are resident outside of Sweden who have previously been resident in Sweden may, however, be liable to tax on the sale of shares if they have been resident in Sweden or permanently lived in Sweden during the calendar year of the sale, or at any time during the ten preceding calendar years. The application of this rule may, however, be limited by tax treaties between Sweden and other countries. Foreign legal entities are normally not liable to income tax on capital gains on Swedish shares unless the gains are connected to a permanent establishment in Sweden. 12

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14 14 INFORMATION ABOUT AUTOMATIC REDEMPTION PROCEDURE FOR SHARES

15 Q & A Why is Mr Green & Co proposing the automatic redemption of shares? Mr Green & Co has a high ambition regarding the capital distribution to shareholders. The proposed capital distribution is in line with the Company s established dividend policy, which has the ambition of dividends being paid and/or buyback of shares being implemented up to an amount of 50 per cent of the Group s free cash flow insofar as the cash funds are not necessary to meet the Company s strategy, future tax payments or to secure extra reserves required by conditions in the capital markets. Why does Mr Green & Co not invest the money in the business instead? The Board of Directors believes that the Company s financial position is and will remain satisfactory and that the business may continue to develop with existing liquidity even after the proposed redemption procedure. What does the automatic redemption of shares entail? The automatic redemption entails that the shares that are named redemption shares in Euroclear Sweden, once the share split has taken place, will be redeemed in exchange for a predetermined cash consideration, with no need for any action on the part of the shareholders. It is a simple and efficient way to distribute funds to shareholders. As a shareholder, do I need to do anything? Provided that the Annual General Meeting on 7 May 2018 resolves in accordance with the Board of Directors proposal, you as a shareholder do not need to take any action. Mr Green & Co will automatically redeem your redemption shares and you will receive SEK 1.30 in cash for each redemption share. What day will be the record date? The record date for the share split and entitlement to redemption shares is 25 May Those who are shareholders on the record date of 25 May 2018 will receive redemption shares in accordance with the terms and conditions for the automatic redemption procedure. What is the final date for purchasing shares in Mr Green & Co and receiving redemption shares? The final day for trading Mr Green & Co s share including the right to receive redemption shares is 23 May What options do I have as a shareholder? Once the redemption is approved at the Annual General Meeting on 7 May 2018, you can await the redemption procedure without doing anything. The redemption shares allocated to you will be automatically redeemed at SEK 1.30 per share in cash. Alternatively, you may sell your redemption shares before the redemption procedure is completed. Trading in redemption shares will take place on Nasdaq Stockholm during the period 30 May 15 June When and how will the redemption be paid to holders of redemption shares? Payment for the redeemed shares is expected to be made on 25 June Payment will be made to a yield account (cash account) linked to the holder s securities account with Euroclear Sweden. Anyone whose shares are held by a bank or other nominee will receive payment through the nominee. How many shares will I receive? You will have the same number of shares in Mr Green & Co after completion of the redemption procedure, provided you have not bought or sold any Mr Green & Co shares. The redemption shares created through the share split will all be subject to automatic redemption. How will Mr Green & Co s share price be affected? It is impossible to predict in detail how the share price will be affected after the share split and redemption procedure. Theoretically, the price of the Mr Green & Co share could decrease by the redemption amount, that is, SEK 1.30 per share. This share price change should occur on trading day prior to the record date for the share split, that being 24 May Why is the redemption procedure automatic? An automatic redemption procedure is a relatively simple and costefficient way of distributing funds to shareholders, since there is no need for action on the part of the shareholders. What are the tax consequences of the share redemption procedure? The tax consequences for you as a shareholder depend on your specific situation. Certain tax consequences for Swedish and foreign shareholders are briefly described in the section Tax Issues in Sweden. In case you need more information on your personal tax consequences, we recommend that you contact a tax advisor. Provided that the Annual General Meeting on 7 May 2018 resolves in favour of redemption, you as a shareholder do not need to take any action. 15

16 Mr Green & Co AB (publ) Mäster Samuelsgatan 36, SE Stockholm