Offer to employees of Inwido to subscribe for convertible bonds

Transcription

1 Offer to employees of Inwido to subscribe for convertible bonds Program description May 2016

2 Welcome! Contents Welcome...2 Important information and disclaimer...3 About Inwido...4 What does it mean to subscribe for convertible bonds in Inwido...6 How does an investment in convertible bonds develop...7 Right to participate...8 Application....9 Questions and answers about the offer..10 Tax issues in each country...12 Sources of information about Inwido...12 To consider regarding the offer...13 The offer in brief...14 Vocabulary Contacts...16 On 10 May 2016, the Annual General Meeting of Inwido AB resolved, in accordance with a proposal by the Board of Directors, to introduce a long-term incentive programme through the issuance of convertible bonds targeting all employees of the Inwido Group. The Board of Directors considers it important and in the interest of all shareholders that employees of Inwido AB (publ) (the Company or Inwido ) have a long-term stake in the favourable development of the value of the Company s shares. The purpose of a long-term incentive programme is to stimulate employees continued loyalty and good performance. Employees in Inwido and its subsidiaries in Denmark, Estonia, Finland, Ireland, Lithuania, Norway, Poland, the UK, Sweden and Austria are hereby invited, in accordance with the terms given in this information brochure and the full terms and conditions available at to subscribe for convertible bonds. Given that they are not converted before that time, the convertible bonds will mature between 1 July 2016 and 30 September The bonds may be subscribed for between 12 May 2016 and 3 June 2016 and are to be paid for in cash by 16 June 2016 at the latest. From 1 August 2019 to 15 September 2019, the holder will be able to convert each bond into a share in Inwido at a conversion price set at SEK Appendices: Appendix 1: Tax information Malmö, May 2016 Board of Directors of Inwido AB (publ) Appendix 2: Terms and conditions for convertible bonds series 2016/2019 Inwido AB (publ) Appendix 3: Application form 2 Inwido AB (publ) Offer to subscribe for convertible bonds 2016

3 Important information and disclaimer Purchases of securities, such as shares or convertible bonds, are always associated with risks. Prior to purchasing securities, you cannot know whether they will increase or decrease in value in the future and consequently a purchase always entails a risk. Nor are there any guarantees that Inwido will be able to repay the convertible bond loan in the event of insolvency, for example. Anyone considering participating in this offer to purchase convertible bonds in Inwido is asked to acquaint themselves with this brochure along with Inwido s annual report and other available information on Inwido, and to consider carefully the risks associated with the investment. If you are uncertain, you should seek advice from your own financial advisor. The offer is aimed at employees in the Inwido Group in Denmark, Estonia, Finland, Ireland, Lithuania, Norway, Poland, the UK, Sweden and Austria, with the exception of employees whose participation would require the preparation of a prospectus or registration or other measures beyond those undertaken by the Company. This information brochure and the related acceptance form are not intended for general circulation and may not be distributed in violation of international regulations. This information brochure has been prepared in accordance with the provisions in Directive 2013/71/EC of the European Parliament and Council and the legislation for its implementation, and provides a simplified description of the invitation to subscribe for convertible bonds in Inwido. This brochure does not constitute a prospectus under the Financial Instruments Trading Act (1991:980) and has not therefore been approved by or registered with Finansinspektionen (Swedish Financial Supervisory Authority) or any other authority in Sweden or another country. The offer is made pursuant to a decision by the Annual General Meeting of Inwido on 10 May 2016, which, together with the full terms and conditions, is available at the website Inwido, Program2016. In case of any discrepancy between the information in this brochure and the full terms and conditions, the full terms and conditions apply. In this information brochure, the offer from Inwido to subscribe for convertible bonds is referred to as the offer. Disputes arising from this information brochure or regarding the offer are to be resolved under Swedish law by arbitration in accordance with the Rules for Expedited Arbitration of the Stockholm Chamber of Commerce Arbitration Institute. Any disputes arising in connection with this information brochure or the Offer are to be settled applying Swedish law (not taking its conflict of law rules into account) through arbitration in accordance with the rules of arbitration of the Stockholm Chamber of Commerce s Arbitration Institute. Offer to subscribe for convertible bonds 2016 Inwido AB (publ) 3

4 About Inwido Largest in Europe Inwido is the largest manufacturer of windows and doors in Europe. Each year, consumers in more than 15 markets purchase more than two million products from Inwido. In 2015, Inwido generated sales of SEK 5.2 billion, with an operating profit of SEK 589 million. Of the total sales, the consumer market accounted for about 70 percent, while the industry market accounted for the remainder. Inwido has approximately 3,400 employees and its headquarters are located in Malmö, Sweden. Inwido develops, manufactures and sells wooden windows, aluminium clad wooden windows and doors, related services and accessories to consumers, carpenters, installers, construction companies and manufacturers of prefabricated homes. Our principal markets are Denmark, Finland, Norway, Sweden, Ireland, Poland, the UK, Austria and, since the end of 2015, Germany (e-commerce). Strong brands Since building standards and local preferences differ greatly, Inwido s products are almost exclusively custom-made and uniquely configured for each specific order in terms of fittings, muntins and colour, for example. Our vision By focusing on the needs of the consumer, to be the leading role model in Europe in the area of windows, doors and accessories. Our mission A better life at home. Our business concept Inwido offers windows and doors with related services and accessories to European consumers, construction companies and manufacturers of prefabricated homes. With the customers and end-users needs in focus, we develop and deliver innovative products with attractive design and associated services to improve people s wellbeing by lowering the cost of living, contributing to a better environment and by increasing security and comfort. Our values Consumer in mind Courage to improve Competent people at hand Where we are Inwido has operations in Denmark, Estonia, Finland, Ireland, Lithuania, Norway, Poland, the UK, Sweden, Germany and Austria. Our brands 4 Inwido AB (publ) Offer to subscribe for convertible bonds 2016

5 Key ratios 2015 Additional information about Inwido can be found on the website where the company s annual report for 2015 and the most recent interim report for the first quarter of 2016 are available. SALES GROWTH NET SALES 6.0 % SEKm 5,220 OPERATING EBITA OPERATING EBITA MARGIN SEKm % First quarter comparison Last Change Twelve SEKm % Months Net sales 1,048 1, ,221 Gross margin, % Operating EBITA Operating EBITA margin, % EBITA EBITA margin, % Profit after tax Sales and operating EBITA margin Nettoomsättning Operationell EBITA-marginal % MSEK Offer to subscribe for convertible bonds 2016 Inwido AB (publ) 5

6 What does it mean to subscribe for convertible bonds in Inwido? What is a convertible bond? Subscribing for a convertible bond entails lending money to a company, in this case Inwido. In return, you receive interest from Inwido on the borrowed money. Unlike a conventional loan, a convertible bond gives you the opportunity, over a specified period, to choose whether you want to convert your loan into shares in Inwido at a predetermined share price, called the conversion price. If you do not choose to convert to shares, Inwido AB pays back the borrowed money on maturity. Convertible bond interest You will receive interest on the loaned funds annually in arrears for the period from 1 July 2016 until and including 30 September The interest is paid in arrears on 30 June each year, with the first interest payment being made on 30 June 2017, and on the maturity date of the convertible bond, 30 September 2019, provided you have not previously requested conversion of the loan into shares. Each interest payment covers interest for precisely one year. The interest rate is equivalent to STIBOR 6M plus 3.0 percentage points. In calculating the interest rate, STIBOR 6M shall never fall below 0 percent. Interest is determined annually. Conversion price The conversion price, that is, the price for which you can exchange your convertible bond into shares in Inwido, is set at SEK per share. If, for example, you are allocated a convertible bond for a nominal amount of SEK 25,000 and the conversion price is SEK 130.3, you will receive the number of shares that, applying the conversion price, is covered within the nominal amount, that is, 191 shares in Inwido. Any discrepancy, in this case SEK 113, is paid out in cash. The conversion price is fixed during the term of the convertible bond but can be adjusted under the terms of the convertible bond in the event of, for example, a bonus issue, preferential rights issue, share split or decision to pay an extraordinary dividend. For the full terms of the convertible bond, please see Conversion period The period during which you are able to convert (exchange) your convertible bond into shares is set at 1 August 2019 to 15 September During that period, conversion will be made at the set conversion price. If, during the conversion period, the listed value of the shares is lower than the conversion price, you would normally choose the option of having the loan repaid on its maturity on 30 September Application for conversion is made using a special form which will be available at Conversion usually takes 3 weeks to complete. During this period, the share price can change and the risk that the price for Inwido s shares can change is borne by those having requested conversion. Recalculation of the conversion price If Inwido were to implement a bonus issue, preferential rights issue, share split or extraordinary dividend, for example, the conversion price will be recalculated according to the terms established for the convertible bonds. The purpose of such recalculation is to keep the relative financial value of the convertibles unchanged. In the event that recalculation is necessary, you will receive specific information about this via the company s website. Priority rights In terms of priority, the convertible bonds are subordinate to Inwido s other liabilities. This means that, in the unlikely event that Inwido were to be declared bankrupt, the holders of convertible bonds would receive payment only when Inwido s other debts have been paid, provided that there are funds remaining. Dividend in connection with conversion The first time that shares allocated on conversion of convertible bonds convey rights to dividends is on the first record date occurring after the conversion has been effectuated. Trade in convertibles Inwido does not intend to register the convertible bonds for trade on an organized market. Consequently, no trading can be made via Nasdaq Stockholm, for example. Convertible bonds financed with loans may usually only be transferred once the loan has been repaid to the bank. Accordingly, you must check with your bank if you plan to sell convertible bonds financed with loans. Complete terms and conditions The complete terms and conditions for the convertible bonds are presented in Terms and conditions for convertible bonds in Inwido AB (publ), series 2016/2019, which are available at Program2016. Important dates Annual General Meeting 10 May Final date for application 3 June Settlement date 16 June MAY JUNE 12 May-3 June Application period 13 June Distribution contract note 6 Inwido AB (publ) Offer to subscribe for convertible bonds 2016

7 How does an investment in convertible bonds develop? Share determines Your choice between converting (exchanging) into shares or having the loan repaid is governed primarily by the price trend for Inwido s shares. During the conversion period, if the price for Inwido s shares is higher than the conversion price, you will most likely choose to use the convertible and exchange the bonds for shares. If the price of Inwido s shares is lower than the conversion price, you will most likely choose to have your money repaid on the maturity date. Risks In terms of priority, convertible bonds are subordinate to Inwido s other liabilities. This means that, in the unlikely event that Inwido were to be declared bankrupt, you would receive payment only when the company s other debts have been paid, provided that there are funds remaining. This means that, in an insolvency situation, you risk not getting back your invested money back. Furthermore, there are no guarantees regarding the future formulation of tax regulations. Holders of convertible bonds must also bear the currency risk between SEK and their own national currency, since the loan is denominated in SEK. This risk applies primarily to holders outside Sweden. Any investment in securities is associated with risk. Prior to any investment decision, it is important to carefully analyse the risk factors considered relevant to the development of Inwido. Listed below are the risks judged relevant to Inwido, in no order of mutual importance. Economic influence and other macroeconomic factors Customers and suppliers Seasonal variations Complaints, product recalls, product liability and warranties Competition and price pressure Input goods and prices on input goods, etc. Product development Acquisitions and integration Production disruptions and operational interruptions IT systems Human capital risk Restructuring Legal risks Financial risks Performance One advantage with convertible bonds is that the risk is lower compared with a direct purchase of shares. By acquiring convertible bonds, you gain an opportunity to participate in the company s performance with limited risk. Example of performance To understand how the value of a convertible bond changes, the following example is given. Remember that the example below is simplified and does not account for taxes or transaction expenses. Nor does the example take into account the alternative cost of the investment, that is, the return you could have received by keeping the funds in a bank account, for example. The example assumes that, during the term of the convertible bonds, the Company does not carry out any bonus issues, preferential rights issues, share splits or other actions that would result in an adjustment of the conversion price. Example of performance on an investment of SEK 25,000 SEK Share price performance Value of the share in September 2019 vs. May 2016 in % Interest SEK Total value convertible bond 0-25 % +/-0 % +25 % +50 % +75 % Value of share at the same level as, or lower than, the conversion price: No conversion, repayment of loan Value of share higher than the conversion price: Conversion Offer to subscribe for convertible bonds 2016 Inwido AB (publ) 7

8 Right to participate Employees within the Inwido Group are entitled to participate in the offer. All permanent and probationary employees are entitled to participate in the offer, regardless of any sick leave, leave of absence, parental leave or part-time employment. Those having given notice or whose employment has been terminated from 3 June 2016 or earlier are not defined as employees in this context. The offer is not directed to those whose participation would require a prospectus, registration or measures other than those required under Swedish law. For how much may you subscribe? For subscription for convertible bonds, Inwido s employees are organised into four groups: Basic Highest oversubscription Group Position amount, SEK amount, SEK I CEO 2,000,000 4,000,000 II Group Management 500,000 1,000,000 III Senior Leaders 250, ,000 IV Other employees 25,000 50,000 Senior Leaders consists of individuals who are members of the management teams of the local business areas (Denmark, EBE, Finland, Norway, Sweden and Supply), as well as Vice Presidents within Inwido. A total of about 40 people. Subscription may not exceed the oversubscription amount for your group, but may fall short of the basic amount. For all categories, the lowest possible investment in convertible bonds is SEK 10,000. Allocation in accordance with subscription is not guaranteed. If the total amount of the convertible bonds subscribed for exceeds the maximum combined amount of the convertible bond program of SEK 40,000,000, or results in an increase in Inwido s share capital by more than SEK 1,200,000, it will be reduced to the maximum amount in accordance with the following principles: Step I: Firstly, for participants who have subscribed for an amount exceeding the basic amount (oversubscription), the amount of oversubscription will be reduced in proportion to their oversubscription, if necessary, down to the basic amount. Step II: Secondly, participants basic amount will be reduced in proportion to the relevant basic amount. 8 Inwido AB (publ) Offer to subscribe for convertible bonds 2016

9 Application Application for subscription of convertible bonds is binding and will take place from 12 May 2016 until and including 3 June Application for subscription of convertible bonds is binding and will take place from 12 May 2016 until and including 3 June Application to be made using the application form that is available for downloading from the website On the application form, please indicate the nominal amount you wish to subscribe for, where the convertible bonds are to be delivered to, your address details and a signature. Please send the application form to: SEB Att.: Team Ramlid Östergatan 39 SE Malmö Sweden Alternatively, send by to: tomas.ramlid@seb.se Notification of allocation Notification of allocation is provided by means of a contract note, planned to be distributed on about 13 June Payment Payment for allocated convertible bonds shall be made no later than the settlement date of 16 June 2016, according to the instructions provided on the contract note. If you wish to participate in the offer, it is up to you personally to ensure that payment is made. Payment can be made either by cash with loans. If you choose to finance your purchase of convertible bonds with a loan, it is important that you contact your own bank in good time to discuss the offer and to secure a loan commitment. Examples of important issues to discuss are interest expenses and the times at which interest payments are made. It is normally desirable that the timing of interest payments on your bank loan coincide with when you receive interest on the convertible bond. Registration Once payment has been made and the bonds have been registered with the Swedish Companies Registration Office, the bonds are registered in the securities account or custodial account specified on the application form. This is expected to occur in July Those taking delivery of bonds to their securities accounts will receive advice indicating the nominal amount registered. To those whose holdings are nominee-registered, notification will be made according to the nominee s procedures. Offer to subscribe for convertible bonds 2016 Inwido AB (publ) 9

10 FAQ about the offer 1. Who may subscribe for convertible bonds? Employees within the Inwido Group are entitled to participate in the offer. Those having given notice or whose employment has been terminated from 3 June 2016 or earlier are not defined as employees in this context. All permanent and probationary employees are entitled to participate in the offer, regardless of any sick leave, leave of absence, parental leave or part-time employment. The offer is not directed to those whose participation would require a prospectus, registration or measures other than those required under Swedish law. 2. Why is the company giving its employees this opportunity? The company views its employees as a valuable resource and seeks, through the convertible bond program, to enable them to share in the growth in value that we together generate in Inwido. 3. Why is the conversion price higher than the current share price? At the Annual General Meeting, the shareholders decided that the conversion price should be set at 126 percent of the average share price during the measurement period 26 April to 9 May The conversion price should be achievable and at the same time provide an incentive to deliver good financial results in order to generate value in Inwido together. 4. Why can bonds not be exchanged for shares throughout the term of the convertible bond? A) The Swedish Code of Corporate Governance includes regulations regarding the shortest permissible duration of incentive programs for employees, and B) through the program, Inwido strives to provide employees with a long-term incentive that unites the interest of employees and shareholders over time. 5. Are there any risks involved in investing in the offer? In terms of priority, the convertible bonds are subordinate to Inwido s other liabilities. This means that, in the unlikely event that Inwido were to be declared bankrupt, the holders of convertible bonds would receive payment only when Inwido s other debts have been paid, provided that there are funds remaining. 6. How large a nominal amount may I subscribe for? See the section For how much may you subscribe? 7. How do I apply? See the section Application. 8. Can I change my mind once I have submitted an application to subscribe for convertible bonds? No, your application to subscribe for convertible bonds is binding. 9. How do I finance my subscription for convertible bonds? As a participant, you must arrange the financing of the investment yourself. 10. What happens if my national currency fluctuates positively or negatively in relation to the Swedish currency? The convertible bond loan is denominated in SEK. As a holder of a convertible bond outside Sweden, you personally bear the risk of exchange rate fluctuations between the SEK and your national currency. If the SEK weakens against your national currency, your investment may be adversely affected, both if you choose to have the loan repaid on maturity or if you convert your loan into shares and then sell these to cash in on your investment. 11. What happens if the demand for subscription for convertible bonds exceeds supply? See the section For how much may you subscribe? 12. How will I be informed of my allocation? Notification of allocation will be announced by SEB by means of a contract note, which is expected to be circulated on about 13 June On what date must payment be made? Payment for the allocated convertibles must be made by 16 June What happens if I retire or if my employment in the Group ceases? If you retire or end your employment in the Inwido Group, you may retain your convertible bonds. 15. Do I need a securities account and how do I open a securities account? You must have a Swedish securities account or custodial account. If you do not have a securities account or custodial account and are resident in Sweden, you must open one at a Swedish bank of your choice at the latest on submitting your application. If you are resident outside Sweden, you must open an account in which Swedish securities can be held at or through your private bank. The account must be opened at the latest on submitting your application. Opening an account through a foreign bank may involve a certain amount of administration and we recommend that you contact your private bank as soon as possible if you wish to participate. 16. What do I pay in taxes? See the section Tax issues in each country. 17. Must I pay tax on the convertible bond interest? See the section Tax issues in each country. 18. How will the interest payments on the convertible bond be made? The convertible bond interest will be paid to you on each maturity date, beginning 30 June 2017, to the yield account linked to the securities or custodial account. 19. What do I include in my tax return? See the section Tax issues in each country. 20. Why is the term of the convertible bonds about three years? The term has been chosen to take into account the regulations included in the Swedish Code of Corporate Governance, and for the term to be long enough for there to be a good chance that the convertible bonds will increase in value, while keeping the price of the convertible bonds at a reasonable level. 21. At what price can I convert (exchange) my bonds into shares? The conversion price is SEK You can see how many shares you will receive on conversion by dividing the nominal amount of your convertible bonds by the conversion price. For example, if you have subscribed for and been assigned a convertible bond of a nominal SEK 25,000, you will receive 191 shares upon conversion (25,000 / = 191 full shares). Any excess loan amount that does not provide a full share on conversion will be refunded in cash. 22. When may I convert (exchange) my convertible bonds into shares? Conversion into shares may take place during the period 1 August 2019 to 15 September When should I convert (exchange) into shares? You determine yourself whether to convert your bonds or not during the period 1 August 2019 to 15 September Inwido AB (publ) Offer to subscribe for convertible bonds 2016

11 Generally, holders convert their convertible bonds into shares if the price of shares in Inwido is higher than the conversion price. 24. What should I do before the final conversion date of 15 September 2019? Before the final conversion date, you must decide whether you want to convert (exchange) into shares or allow the bonds to mature and to have the loan repaid to you. If the share price is higher than the conversion price, you would normally convert into shares. If it is lower, you would probably choose to get your money back. However, each holder of convertible bonds must make his/her own decision. Note that conversion normally takes 3 weeks to implement. During this period, the share price can change and the risk that the price for Inwido s shares can change is borne by those having requested conversion. 25. How do I convert into shares? Application for conversion can take place no earlier than 1 August Application forms for conversion will be available for downloading from the website com/incentiveprogram2016. The application shall then be sent to: SEB Issues R B6 SE Stockholm, Sweden 26. May I sell my convertible bonds? Convertible bonds may be freely transferred, although there is currently no intention to list them on an active market. This means that the convertible bonds cannot, for example, be traded on Nasdaq Stockholm as is the case for Inwido s shares. 27. How do I know what the convertible bonds are worth at a given time? The theoretical value of the convertible bonds can be determined by using special valuation models. The share price has the greatest influence on the value. You can follow Inwido s share price performance at, for example, How is any profit on the convertible bonds realised? Any profit can be realised either by selling the convertible bonds during their term or by selling subscribed new shares obtained by converting the convertible bonds into shares. 29. What happens if Inwido carries out a bonus issue, preferential rights issue or split, for example? If Inwido carries out a bonus issue, preferential rights issue, share split or other action that changes the value of the share, the conversion price will be recalculated so that you can exchange the convertible bonds for an adjusted number of shares. A complete description of when any recalculation is to take place and how this is done can be found in the full terms and conditions of the convertible bonds, which are available at If and when a recalculation of the conversion price is necessary, you receive specific information about this. 30. What happens if someone makes a bid for all of the shares in Inwido? For Swedish listed companies, if another company makes a public takeover bid for all the shares in the listed company, an offer must also be made to holders of convertible bonds in that company. 31. As a holder of convertible bonds, may I attend, and vote at, General Meetings? No, holding convertible bonds does not mean that you have the right to attend, and vote at, General Meetings. You can do this only when you have converted your bonds into shares. 32. How have the conversion price and the convertible bond interest been determined? The Annual General Meeting of Inwido on 10 May 2016 decided that the conversion price should be set at 126 percent of the volume-weighted average share price of the Inwido share during the period 26 April to 9 May The average share price during the specified period was SEK 103.4, and the conversion price was thus set at SEK The convertible bond interest is calculated according to standard valuation models for convertible bonds in order to derive a market-based interest rate. A higher conversion price results in a higher interest rate on the convertible bond. The intention is for you to receive the right interest neither too low nor too high. 33. Why buy convertible bonds instead of shares? As a holder of convertible bonds, you have the opportunity to wait and see. Should the value of the shares rise above the conversion price, you as a holder of convertible bonds, will make a profitable transaction by using your convertible and exchanging it for shares. If, on the other hand, the share price performs negatively over the term of the bonds, you can choose not to convert into shares and to be refunded the money you have loaned when the bonds mature. 34. What will Inwido use the money for? The primary motive for the implementation of the convertible program is to offer employees an opportunity to be involved more directly and to share in Inwido s future financial performance. The money that Inwido will borrow through the convertible program is not intended for any specific purpose but will be included as part of Inwido s overall borrowing. Offer to subscribe for convertible bonds 2016 Inwido AB (publ) 11

12 Tax issues in each country An overview of the applicable tax laws in each country is provided in Appendix 1: Tax information. The description of the tax rules provided in the appendix is intended only as general information based on current information on the national tax rules and should not therefore be construed as advice on tax laws. Tax regulations may change over the term of the convertible bond. It is the responsibility of each participant to comply with the national tax rules during the term of the convertible bond. Sources of information about Inwido Inwido s share price You can find Inwido s daily share price at or the website of Nasdaq Stockholm, You can also find the share price in the Swedish business newspapers and major Swedish broadsheets. Look for the symbol INWI under the Nasdaq Stockholm list for medium-sized companies (Mid Cap). Financial information Inwido s quarterly and annual reports are available in Swedish and English at 12 Inwido AB (publ) Offer to subscribe for convertible bonds 2016

13 To consider regarding the offer Subscribing for convertible bonds is a decision you must make based on your personal circumstances. It is important that you make the choice that fits with your future plans and what feels right for you. Investing in securities such as convertibles and shares always involves a risk. You should therefore carefully consider all of the risk factors associated both with subscribing for convertible bonds and a potential purchase of shares. Should Inwido become insolvent and be declared bankrupt, for example, holders of convertible bonds and shares risk not getting their invested funds back. In addition, those who live outside Sweden must also bear the exchange rate risk between their national currencies and the Swedish krona. With regard to buying or selling convertible bonds in Inwido, the same rules apply as for trading in the Company s shares. Accordingly, you may not buy or sell convertible bonds via the market if you have knowledge of any undisclosed or publicly unknown fact that, if it became public knowledge, could materially affect Inwido s share price. Such transactions may not be conducted on your own behalf or on behalf of another. Nor may you advise another to make such a transaction. If you are an individual with insider status within Inwido, you are required to notify Finansinspektionen in writing of your holdings of convertible bonds and of any changes in those holdings. Further information on the obligation to report for individuals with insider status is available at Finansinspektionen s website Offer to subscribe for convertible bonds 2016 Inwido AB (publ) 13

14 The offer in brief Application period 12 May June 2016 Contract note expected to be distributed 13 June 2016 Settlement date 16 June 2016 Highest Basic oversubscription Subscription amount Group Position amount, SEK amount, SEK Term of convertible bonds 1 July September 2019 I CEO 2,000,000 4,000,000 II Group Management 500,000 1,000,000 III Senior Leaders 250, ,000 IV Other employees 25,000 50,000 Interest rate on convertible bonds 3.0% plus STIBOR 6-month Payment dates for convertible bond interest 30 June , 30 June 2018, 30 June 2019, 30 September 2019 Conversion period 1 August 2019 until and including 15 September 2019 Maximum loan amount for the complete program A nominal amount of SEK 40,000,000 or an increase in share capital in Inwido of SEK 1,200,000, whichever is higher 14 Inwido AB (publ) Offer to subscribe for convertible bonds 2016

15 Vocabulary Contract note Written confirmation from SEB indicating the nominal amount that you have been allocated within the convertible bond loan and how payment should be made. The payable amount is the same as the allocated nominal amount. Conversion period The time during which you can convert (exchange) your convertible bonds into shares in the Company at the set conversion price. Conversion price The conversion price is the predetermined price at which you can convert (exchange) your convertible bonds into shares in Inwido. Convertible bond An interest-bearing debt instrument issued by a company that, after a certain period of time, can be converted (exchanged) into shares. Convertible bond interest The interest on the loan amount that the Company will pay to the holder of the convertible bond. Custodial account Storage of securities on behalf of clients of the bank or broker. Nominal amount Convertible bonds are subscribed for at nominal amount, that is to say that for a convertible bond with a nominal amount of SEK 25,000, you pay a subscription price of SEK 25,000. It is also the nominal amount that you receive back from the Company on maturity if you choose not to convert (on the condition that the Company has not been declared bankrupt). Securities account Instead of issuing physical securities certificates representing the convertible bonds, Euroclear Sweden AB registers the convertible bonds in securities accounts. When you buy and sell shares or convertible bonds, for example, this is accounted for through entries and reversals in securities accounts. You can keep your securities in either a securities account or a custodial account, see Custodial account above. Share A share represents an ownership interest in a limited liability company. Together, the shareholders own the company and appoint its Board of Directors. In Inwido, each share entitles the holder to one vote at the General Meeting. SEK Swedish crowns STIBOR STIBOR (Stockholm Interbank Offered Rate) is the interest rate fixed jointly by the major Swedish banks for different periods of time and published every banking day at a.m. Offer to subscribe for convertible bonds 2016 Inwido AB (publ) 15

16 Contacts Peter Welin, CFO +46 (0) Lena Wessner, SVP Human Resources +46 (0) Inwido AB Engelbrektsgatan 15 SE Malmö Sweden Tel.: Inwido AB (publ) Offer to subscribe for convertible bonds 2016