Axactor SE

Share Issue/Capital Change • May 25, 2016

AXA - Contemplated private placement

AXA - Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY

OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE

UNITED STATES

Axactor AB (the "Company") has retained Carnegie and DNB Markets (the

"Managers") to advise on and effect a private placement of new shares

directed towards Norwegian and international investors after the close of

Oslo Stock Exchange today (the "Private Placement").

In the Private Placement, the Company is offering between 171 and 220

million new shares, representing between 24% and 31% of the currently

outstanding capital of the Company not taking into account the additional

shares pending issuance to the sellers of IKAS. The subscription price in

the Private Placement will be determined through an accelerated bookbuilding

process. The minimum subscription in the Private Placement has been set to

the number of new shares that equals an aggregate subscription price of at

least the NOK equivalent of EUR 100,000.

The Company has received significant pre-commitments from existing

shareholders, as well as new institutional investors to subscribe for shares

in the Private Placement.

The Company is well advanced in negotiations regarding acquisitions of

multiple sizable debt portfolios in Spain, which may be concluded over the

shorter term and require capital. In addition, the Company is actively

considering strong platforms to acquire in the Italian and German markets

which are believed to represent opportunities for further growth of the

Axactor brand. In order to be in the best possible position to secure a

successful outcome of the ongoing acquisition processes, the Company is

raising new capital. In addition to raising new equity, a large Nordic

bank with deep knowledge and extensive experience from the credit management

industry is committed to make available EUR 25 million in additional

financing under the current loan facility that the company has in place with

DNB. The funds are expected to be made available after the documentation

process which normally takes 2-3 weeks.

The net proceeds from the Private Placement will thus be used for

acquisitions of non-performing loan portfolios and collection platforms, as

well as for general corporate purposes.

The bookbuilding period for the Private Placement opens today at 16:30 CET

and closes 26 May 2016 at 08:00 CET. The Company may, however, at any time

resolve to close or extend the bookbuilding period at its sole discretion

and on short notice.

The Company will announce the final number of shares placed and the final

subscription price in the Private Placement in a stock exchange announcement

expected to be published before opening of trading on the Oslo Stock

Exchange tomorrow, 26 May 2016.

The new shares to be issued in connection with the Private Placement will be

issued based on the board authorisation granted by the Company's

extraordinary general meeting on 23 December 2015. The waiver of the

preferential rights inherent in a private placement is considered necessary

in the interest of time and successful completion.

Notification of allotment and payment instructions will be sent to the

applicants by the

Managers on or about 26 May 2016, subject to any shortenings or extensions

of the book building period. In order to provide for prompt registration of

the share capital increase, the Company and the Managers expect to enter

into an agreement related to pre-funding of the payment for the Offer Shares

allocated in the Private Placement, such agreement regulating inter alia

certain rights and obligations of the Company and the Managers related to

the pre-funding. Payment for the allocated new shares is expected to take

place on or about 3 June 2016 with delivery on or about 6 June 2016, subject

to approval of a listing prospectus by the Swedish Financial Supervisory

Authority which is expected on or about 2 June 2016.

The share issuance will be carried out as a private placement in order to

complete a transaction and without the significant discount typically seen

in rights issues, and also for the Company to be able to complete a

transaction in today's market conditions. As a consequence of the private

placement structure, the shareholders' preferential rights will be deviated

from.

The Board of Directors will consider to carry out a subsequent offering

directed towards shareholders in the Company as of close of trading today,

25 May 2016 (and as registered in the VPS on 27 May 2016) who were not

allocated shares in the Private Placement, and who are not resident in a

jurisdiction where such offering would be unlawful, or would (in

jurisdictions other than Sweden or Norway) require any prospectus filing,

registration or similar action (the "Subsequent Offering"). The subscription

price in the Subsequent Offering will be equal to the subscription price in

the Private Placement. The decision to propose the Subsequent Offering is,

among other things, dependent upon the subscription price in the Private

Placement and it cannot be guaranteed that the Board of Directors will

propose the Subsequent Offering. Further, any Subsequent Offering will be

dependent on the Annual General Meeting of the Company resolving on a

general authorization to the Board of Directors to issue new shares in the

Company.

For further information, please contact:

Endre Rangnes

Chief Executive Officer

Mail: endre.rangnes@axactor.com

Tel: +46 8 402 28 00

Cell Phone: +47 48 22 11 11

Geir Johansen

Chief Financial Officer

Mail: geir.johansen@axactor.com

Cell Phone: +47 477 10 451