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Kinnevik

Annual Report Apr 4, 2013

2935_10-k_2013-04-04_0dc4a2f6-439c-4762-9dd8-707a02d802a5.pdf

Annual Report

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Annual Report 2012

"More than seventyfive years of entrepreneurial tradition under the same group of principal owners"

Contents

Five-year Summary 3
Chief Executive's review 4
The Kinnevik share 6
Book and fair value of assets 8
Value creation in Kinnevik 9
Corporate Responsibility 14
Telecom & Services 20
Online 22
Media 27
Microfinancing 28
Paper & Packaging 29
Agriculture & Renewable energy 29
Proportional part of revenue and result 30
Annual and Consolidated Accounts for 2012
Board of Directors' Report 31
Financial Statements and Notes for the Group 39
Financial Statements and Notes for the Parent Company 68
Audit Report 76
Definitions of financial key ratios 77
Board of Directors 78
Senior Executives 79
Annual General Meeting 80

Five-year Summary

(SEK m) 2012 2011 2010 2009 2008
Key figures
Capital employed 61 962 66 898 62 111 50 462 33 067
Return on capital employed, %1) -4.2 9.4 23.2 38.3 -54.7
Return on shareholders' equity, %1) -5.1 10.3 26.4 47.6 -70.5
Equity/assets ratio, % 94 85 84 78 66
Net debt 2 840 6 539 7 123 8 233 8 906
Debt/equity ratio, multiple 0.06 0.12 0.14 0.21 0.41
Net debt against Korsnäs - 5 212 5 575 6 419 5 845
Net debt other 3 008 1 605 1 706 2 001 3 066
Available liquidity 5 029 5 465 4 923 3 942 2 031
Risk capital ratio, % 93.6% 86.8% 85.7% 80.4% 69.0%
Fair value Telecom & Services 37 380 44 406 43 557 35 735 22 251
Fair value Online 15 118 7 800 2 196 207 195
Fair value Media 4 222 5 000 6 936 5 589 1 834
Fair value Paper & Packaging 3 161 5 237 5 022 4 002 2 379
Fair value Microfinancing 739 446 348 137 120
Fair value Agriculture & Renewable Energy 844 735 1 095 878 720
Total assets 62 632 70 068 64 833 53 240 35 871
Estimated net asset value 58 769 61 839 57 513 44 829 24 325
Net asset value growth -5% 8% 28% 84% -56%
Net asset value per share, SEK 212 223 208 162 93
Closing price, class B share, SEK 135 134 137 107 63
Market capitalization 37 503 37 087 37 971 29 656 16 410
Summary of Statement of Income 2)
Revenue 1 591 330 415 358 323
Operating profit/loss -98 -125 -37 -9 -31
Change in fair value of financial assets including divi
dends received
-2 647 6 021 12 940 15 813 -25 759
Result after net financial items -2 935 5 795 12 859 15 767 -25 966
Result for the year -2 991 5 853 12 664 15 530 -26 009
Earnings per share -10.77 21.11 45.69 56.03 -99.87
Operating margin, % -6.2 -37.9 -8.9 -2.5 -9.6
Summary of Cash Flow Statement 3)
Cash flow from operations -222 781 1 310 1 698 524
Investments in tangible and intangible assets -105 -797 -717 -653 -441
Investments in financial assets -7 994 -2 892 -1 563 -535 -193
Cash flow from investing activities -2 883 1 298 716 -475 1 261
Cash flow from financing activities -658 -2 047 -2 113 -1 495 -1 382
Cash flow from discontinued operations 4 035 - - - -
Cash flow for the year 272 32 -87 -272 403

For definitions of financial key ratios, refer to page 77.

1) Excluding discontinued operations

2) Comparable years adjusted for disposal of Korsnäs.

3) Cash flows and balance sheet figures have not been adjusted for comparable years.

In 2012, the transformation of Kinnevik continued and through several large transactions we further focused our investments and our holdings towards fast-growing consumer sectors in mobile telephony, online and media with a focus on emerging markets. I am convinced that the strategic shift that we have been implementing in recent years will also ensure sustained value creation for our shareholders going forward.

For many of our companies, 2012 was a year of strategic investments to stay ahead in the rapidly changing environments in which they operate. Digitalisation and the move online are affecting all of our businesses, creating opportunities as well as challenges. Millicom invested in online in cooperation with Rocket Internet in order to build a position in the nascent e-commerce and online industry in Latin America and Africa. MTG invested in its Nordic pay-TV content, premium channels and Viaplay online pay-TV service in order to have the most attractive online and offline content offering for years to come and to ensure reach and functionality within its pay-tv operation. Kinnevik's long-term strategy and focus enables our companies to take long-term strategic decisions, which we believe is necessary to be able to remain relevant for consumers in today's changing world.

During the year, we invested SEK 6.7bn in our online portfolio and the share of online assets in our NAV increased to 25%. Our large investments in this sector are built on a strong conviction that the shift from offline to online is one of the strongest global growth trends. In 2012, we have seen growth rates in e-commerce of around 15% in developed markets such as the US and Sweden, at a time when traditional retail is struggling with low or no growth.

Within e-commerce, our investments focus on the fashion and shoe segment with companies such as Zalando in 14 European countries, LaModa in Russia, Dafiti in Brazil and Namshi in the Middle East to mention some of the larger

e-commerce companies. Within fashion and shoes, gross margins are relatively high and it is possible to build a wide assortment and to mix own brands with well-known labels

in order to achieve a good mix with high margin potential. Our online stores are fully integrated and control the whole value chain from the website, to customer care, logistics and payment solutions. The full integration is a key competitive advantage and it enables the companies to control the whole customer experience.

Zalando is the largest company in the e-commerce portfolio and Kinnevik increased its investment in October to become the company's largest owner. Zalando started in 2008 and has expanded into 14 markets selling shoes, fashion and accessories online. It has grown sales to 1.15 billion EUR in 2012, making it one of the fastest growing European companies ever. In 2012, the company reached break-even in Germany, Austria and Switzerland. The EBIT margin improved from -12% in 2011 to -8% in 2012 with strong sales growth in core markets and continued investments in new markets including the Scandinavian countries and Poland. Kinnevik works closely with the Zalando management team and it will be exciting to develop the company further going forward.

During the year, Kinnevik also merged packaging company Korsnäs with Billerud, creating a world-leading manufacturer of primary fibre-based packaging material. For Kinnevik, the strategic rationale for partly divesting Korsnäs was two-fold. Firstly, there is a strong industrial and strategic fit between Korsnäs and Billerud which will ensure a gradually changed product and market mix towards the consumer sector with lower cyclicality and higher growth as a result. For Kinnevik, in addition to remaining the largest owner of BillerudKorsnas with an ownership stake of 25%, we received SEK 2.7 billion in cash and reduced the debt in the Kinnevik balance sheet by another SEK 5.7 billion. The funds received have been invested mainly in our online companies, and the transaction thus contributed to the transformation of Kinnevik.

Kinnevik acquired and delisted Metro in 2012 and during the year, Metro further focused its operations to emerging

markets, exiting the Netherlands and Denmark and expanding into new markets such as Puerto Rico and growing quickly in Latin America. When I visited Metro's operations in Chile in the autumn, it was exciting to see how people were picking up copies of Metro in Santiago. Also, having high profile guest editors such as Sir Richard Branson and Karl Lagerfeldt has turned out very successfully, underscoring the relevance of Metro's global readership.

In 2011, Kinnevik joined the UN Global Compact and in 2012, our work with developing responsible business practices throughout our holdings continued. It is important that issues relating to sustainable business development become an integral part of our companies' day-to-day business, and I feel that we have progressed further in this regard. When Transparency International reviewed Sweden's 20 largest companies and looked into the reporting and transparency of their anti-corruption work, Tele2 was rated second best. MTG was included in the Dow Jones Sustainability World Index for the first time in 2012.

The Kinnevik Board has proposed a dividend of SEK 6.50 per share to be paid out after the Annual General Meeting of shareholders in May. The increase reflects Kinnevik's strong balance sheet as well as the good cash flow that Kinnevik is receiving mainly from Millicom, Tele2 and MTG. We expect investments in 2013 to be lower than in 2012 as we now focus on developing the recent investments into strong and profitable companies. I would like to thank the employees for their excellent efforts and also take the opportunity to thank all our shareholders for their confidence in Kinnevik.

Mia Brunell Livfors

Dividend policy

Kinnevik's dividend policy is to pay out at least 85% of ordinary dividends received from the listed holdings during the same year. Kinnevik's ambition is to generate a progressive annual dividend for its shareholders.

In addition, the authority to repurchase Kinnevik's own shares, of whichever class, will be exercised when the total return to shareholders through such a program is anticipated to be more attractive than that from other potential investments. The Board will take into consideration Kinnevik's balance sheet and indebtedness when taking such a decision.

Share distribution

Size of shareholding Number of
shareholders
% Number of A and B
shares
%
100 001 - 268 0.5 216 022 162 77.9
50 001 - 100 000 130 0.2 9 248 082 3.3
10 001 - 50 000 771 1.3 16 306 705 5.9
5 001 - 10 000 980 1.7 7 201 107 2.6
1 001 - 5 000 6 951 11.9 15 737 168 5.7
1 - 1 000 49 489 84.5 12 668 052 4.6
Total 58 589 100.0 277 183 276 100.0

Number of shareholders at 31 December 2012 was 58,589 (58,758).

Data per share

Ownership structure

Kinnevik's 20 largest shareholders in terms of capital and votes according to Euroclear at 31 December 2012.

Shareholder Class A
shares
Class B
shares
Percen
tage of
capital
Percen
tage of
votes
Verdere S.à.r.l. 25 124 759 0 9.1 35.1
Klingspor Family 6 475 302 2 197 978 3.1 9.4
HS Sapere Aude Trust 2 952 876 0 1.1 4.1
Stenbeck, Sophie 2 856 761 0 1.0 4.0
SMS Sapere Aude Trust 2 118 695 0 0.8 3.0
Alecta Pension 762 500 12 043 500 4.6 2.8
von Horn Family 1 775 855 441 852 0.8 2.5
SSB CL Omnibus 311 200 14 990 224 5.5 2.5
Hugo Stenbeck's Trust 1 567 052 659 578 0.8 2.3
JP Morgan Bank 0 12 508 997 4.5 1.8
Korsnäs AB Social Fund 1 191 819 0 0.4 1.7
Nordea 0 7 993 664 2.9 1.1
SEB 137 100 5 626 509 2.1 1.0
Swebank Roubur Funds 0 6 828 910 2.5 1.0
AMF 0 6 373 948 2.3 0.9
Skandia 283 651 3 269 080 1.3 0.9
Unionen 0 5 179 890 1.9 0.7
Afa Insurance 0 4 653 109 1.7 0.7
Handelsbanken 218 000 2 405 984 1.0 0.6
BNY Mellon 0 3 350 943 1.2 0.5
Other 2 889 754 139 858 454 51.6 23.7
Total 48 665 324 228 517 952 100.0 100.0
Class B and C shares held
by Kinnevik
399 914

Shareholders including Verdere S.à r.l., SMS Sapere Aude Trust, Sophie Stenbeck and HS Sapere Aude Trust , together holding shares representing 46.2% of the votes and 11.9% of the share capital in Kinnevik, have informed the company that they have an agreement regarding coordinated voting of their shares.

Verdere S.à r.l. is owned, directly and indirectly, by Cristina and Max Stenbeck, 50% each.

2012 2011 2010 2009 2008
Average number of shares (000s) 277 183 277 173 277 158 265 325 263 078
Earnings per share, SEK -10.77 21.11 45.69 56.03 -99.87
Shareholders' equity per share, SEK 211.01 215.15 196.27 150.23 90.23
Market price class B share at 31 December, SEK 135.30 133.80 137.00 107.00 63.00
Dividend per share, SEK 6.50 1) 5.50 4.50 3.00 2.00
Direct yield 4.8% 4.1% 3.3% 2.8% 3.2%

1) Proposed cash dividend.

Book and fair value of assets

31 Dec 2012 Book value
SEK m Equity
interest (%)
Voting
interest (%)
31 Dec
2012
Fair value
31 Dec 2012
Fair value
31 Dec 2011
Total return
2012 6)
Telecom & Services
Millicom 38.0 38.0 21 283 21 283 26 088 -13%
Tele2 30.5 47.7 15 867 15 867 18 129 -3%
Transcom 33.0 39.7 230 230 189 22%
Total Telecom & Services 37 380 37 380 44 406 -11%
Online
Zalando (directly and indirectly through Rocket) 35 26 8 526 8 526 1 558
Rocket Internet with other portfolio companies 1) 4 776 4 776 5 073
Avito (directly and through Vosvik) 39 2) 22 923 923 336
CDON 25.1 25.1 664 664 629 6%
Other Online investments 172 229 204
Total Online 15 061 15 118 7 800 59%
Media
MTG 20.3 49.8 3 042 3 042 4 436 -29%
Metro 99 3) 99 3) 993 993 277
Metro subordinated debentures, interest bearing - - 287
Interest bearing net cash, Metro 187 187 -
Total Media 4 222 4 222 5 000 -26%
Paper & Packaging
BillerudKorsnäs 4) 5) 25.1 25.1 3 161 3 161 10 449
Interest bearing net debt relating to Korsnäs - - -5 212
Total Paper & Packaging 3 161 3 161 5 237 38%
Microfinancing
Bayport 43 3) 43 3) 586 586 405
Seamless 5) 11.8 11.8 65 65 0 185%
Other Microfinancing investments 72 88 41
Total Microfinancing 723 739 446 5%
Agriculture & Renewable energy
Black Earth Farming 24.9 24.9 456 456 427 -36%
Rolnyvik 100 100 184 250 250
Vireo 78 78 77 134 58
Other agriculture investments 4 4 -
Total Agriculture & Renewable energy 721 844 735 -24%
Other interest bearing net debt -3 008 -3 008 -1 605
Debt, unpaid investments -110 -110 -490
Other assets and liabilities 423 423 310
Total equity/net asset value 58 573 58 769 61 839
Net asset value per share 212.02 223.10
Closing price, class B share 135.30 133.80 5%

1) For split, please see page 22.

2) After full dilution.

3) After warrants have been utilised.

4) As per December 2011, consensus among analysts covering Kinnevik and including 5% of the shares in Bergvik Skog and 75% of the shares in Latgran Biofuels AB.

5) As per December 2012, including subscribed and paid but not yet received shares.

Value creation in Kinnevik

Kinnevik's vision and objective

General objective & vision

The main purpose of Kinnevik's operations is to generate sustainable return for its shareholders primarily through net asset value growth. As shareholder and investor, Kinnevik is also responsible to stakeholders for its holdings. Taking stakeholders into account by working actively on CR-related issues is a prerequisite for Kinnevik's continued favorable and long-term value creation.

Financial targets

Kinnevik's financial targets reflect Kinnevik's evaluation of its balance sheet structure, the criteria on which dividend payments to shareholders are based as well as the return targets on the portfolio companies.

RETURN TARGET

The target is that the average yearly internal rate of return (IRR) on all investments in the portfolio should reach at least 15% given the current structure of the portfolio.

BALANCE SHEET

In order to have financial flexibility in the Parent Company, the goal is to have no or low leverage.

DIVIDEND POLICY

Kinnevik's dividend policy is to pay out at least 85% of ordinary dividends received from the listed holdings during the same year. Kinnevik's ambition is to generate a progressive annual dividend for its shareholders. In addition, the authority to repurchase Kinnevik's own shares, of whichever class, will be exercised when the total return to shareholders through such a program is anticipated to be more attractive than that from other potential investments. The Board will take into consideration Kinnevik's balance sheet and indebtedness when taking such a decision.

2012 – a year of transformation

Kinnevik was founded in 1936 and thus embodies more than seventyfive years of entrepreneurship under the same group of principal owners. Kinnevik's holdings of growth companies are focused around the following business sectors; Telecom & Services, Online, Media, Microfinancing, Paper & Packaging and Agriculture & Renewable energy. Kinnevik has a long history of investing in emerging markets, which has resulted in a considerable exposure to consumer sectors in these markets. Kinnevik plays an active role on the Boards of its holdings.

2012 was an active year and the transformation of Kinnevik continued. In February, Kinnevik made a public offer for Metro and the company was delisted in May as Kinnevik acquired close to 100% of the shares. In June, Kinnevik announced the merger between Korsnäs and Billerud whereby Kinnevik became the largest owner of BillerudKorsnäs. In addition, Kinnevik received SEK 2.7bln in cash through the deal and reduced the Group's leverage by another SEK 5.7bln.

Kinnevik invested around SEK 7bln in 2012, mainly within the online sector. The largest transaction was the acquisition of an additional 10% of Zalando for a total consideration of EUR 287m taking Kinnevik's total ownership to 35% and making

Zalando a core holding in the online portfolio. In addition, investments were made in online companies within shoes and fashion with a focus on emerging markets, as well as Avito.

In June, Kinnevik also divested its direct stake in Groupon for SEK 569m compared to the invested amount of SEK 20m in 2010.

As a result of Kinnevik's continued transformation, Kinnevik now has a portfolio with more than 90% of the assets in telecom, online and media. Digitisation, with consumers moving online on the mobile phone, as well as in their TV viewing and their shopping habits, is changing the shape of all these industries, posing challenges but also growth opportunities.

In addition to the exposure towards high-growth sectors, Kinnevik has a focus on emerging markets, with more than half of sales in Latin America, Eastern Europe and Africa. Growth in these markets is supported by a strong economic growth and urbanisation, leading to an emerging middle class and a rapid growth of the consumer sector.

By being an active owner with investments in mobile, online and media, Kinnevik adds value through our insight in consumer behavior across sectors and continents.

10 11

GROWTH SECTOR Telecom & Services (including micro!nancing)
Media
Online
GROWTH MARKET Latin America
Africa
Eastern Europe
CONSUMER RELATED SERVICES Telecom & Services
Media
Online
SCALABILITY Telecom & Services
Media
Online

How Kinnevik creates value

Shareholder value is created by Kinnevik investing in and being an active shareholder in companies that have the potential to grow and generate return. Focus is on consumer sectors mainly in emerging markets. By high growth and focus on profitability, the value of the assets increases.

The more mature companies generate strong cash-flows. These are re-invested or returned to the Kinnevik shareholders. Investments are financed by cash flow from operations, combined with external financing. According to Kinnevik's dividend policy, at least 85% of the received ordinary dividends from the listed holdings is distributed to Kinnevik's shareholders. Kinnevik combines high growth with a high direct yield.

Kinnevik is a long-term owner and has no predetermined exit strategy or timing. The goal is to have a portfolio of assets that generates revenue and value creation in the long term.

Kinnevik's Net Asset Value 2008–2012 (SEKm)

Proforma adjusted for the acquisition of Emesco in 2009

Kinnevik's business model for value creation including strategies to increase value

Value development 2012

Kinnevik measures and continuosly follows up on the value development through the following ratios:

  • t Total net asset value and net asset value growth
  • t For each company in the portfolio the estimated fair value (or similar)
  • t Development of sales and operating profit
  • t Average annual returns by sector

Average annual return (IRR)

Sector Return 1
year
Return 5
years
Telecom & services -11% 2%
Online 59% 38%
Media -26% -11%
Paper & Packaging 38% 12%
Microfinancing 5% 16%
Agriculture & Renewable energy -24% -20%

Value creation adjusted for dividend per sector during 2012

Value creation per sector is defined as change in fair value adjusting for dividends and taking investments and disposals into account.

Corporate Responsibility

For Kinnevik, Corporate Responsibility ("CR") involves issues that relate to social responsibility, environmental responsibility and ethics. In formulating policies in these areas, Kinnevik has used as its starting point the UN's Global Compact and its ten principles, as well as the OECD's guidelines for multinational enterprises.

Kinnevik adopted the UN Global Compact ten principles in 2011 in the areas of human rights, labour, the environment and anti-corruption.

Strategy and purpose

The primary purpose of Kinnevik's operations is to increase shareholder value, primarily through net asset value growth. As owner and investor, Kinnevik also bears great responsibility to stakeholders for its holdings (subsidiaries and associated companies). For Kinnevik, showing consideration for stakeholders by working actively with CR-related issues is a prerequisite for high and sustained profitability.

Guidelines and policies

Kinnevik has established clear guidelines for the expectations on the Group's holdings regarding how to drive CR issues regarding social responsibility, environmental impact and ethical behavior.

Furthermore, Kinnevik's senior management, in coopera-

tion with its Board of Directors, has formulated policies in which all matters relating to sustainability and responsibility matters are handled. These matters are expressed in the Code of Ethical Business Conduct (Code of Conduct) and the Whistleblower policy. Every employee and other representatives of the Company are expected to read and comply with these policies.

Implementation and follow-up

For a company like Kinnevik with limited operations, the majority of the CR issues are found within each holding's operations. A thorough risk assessment including CR-related matters is periodically carried out in every company. The risks vary depending on company, industry and country and consist amongst others of geographical risks, environmental impact, political climate, brand risks as well as supplier risks. Since several of Kinnevik's holdings are operating in emerging markets where human rights and risk for corruption could be present, it is very important that Kinnevik has firm guidelines on how to handle these types of risks.

Kinnevik works actively, through Board representation, to assist associate companies and subsidiaries in formulating a separate CR policy. The CR policy shall be observed through analysis and continuous operational improvements, taking into account social responsibility, ethics and the

environment. The companies are also encouraged to publicly communicate the impact of their CR efforts. In the larger listed holdings, the Board of each company shall elect one person who is responsible for the company's CR issues and to whom an employee with responsibility for CR shall report.

In 2012, in order to find a common framework in terms of reporting the progress in the CR field, Kinnevik and several of Kinnevik's companies chose to report according to the Global Reporting Initiative (GRI), the world's most widely used sustainability reporting guidelines.

Kinnevik's stakeholders

Shareholders

Investors today increasingly integrate sustainability issues into their investment decisions. Kinnevik has an ongoing dialogue with owners and potential investors on sustainable development. The Kinnevik Board of Directors regularly reviews progress within Corporate responsibility in Kinnevik and its holdings. In 2012, Kinnevik participated in the Sustainable Value Creation project in which 14 of Sweden's largest institutional investors have joined forces to highlight the importance of working in a structured manner with sustainability issues.

Kinnevik's stakeholders

Employees

Annual development and planning dialogues are held with each employee in Kinnevik on an annual basis. Our position in CR-related issues is regularly discussed at staff meetings and all employees have signed the Kinnevik code of conduct.

Portfolio companies

Kinnevik has a comprehensive CR policy which details its expectations on the holding with regards to CR issues. In addition, Kinnevik heads the CR group within the Group companies comprising heads of CR of the major portfolio companies who meet quarterly to discuss progress and challenges in their respective companies to promote sustainable business practices.

Authorities

Kinnevik has a dialogue with relevant authorities to monitor regulatory development in relevant fields. Kinnevik actively promotes compliance with all laws, rules and regulations in each jurisdiction in which it does business. All employees are expected to comply with the laws of the country in which they operate as well as the Company's policies governing business activities abroad.

GRI – Explanation of key indicators and deviations from the protocol

Indicator Deviation from the protocol
EC1 Direct economic value generated and
distributed
Kinnevik is an investment company with a focus on growing the net asset value (NAV). We therefore
consider that the description of the economic value generated and distributed is through the deve
lopment of the NAV. Kinnevik's value creation is explained on page 12. For supplemental information
regarding financial development, see profit and loss account and balance sheet on pages 39-44.
EC8 Development and impact of infrastruc
ture investments and services provided
primarily for public benefit through commer
cial, in-kind, or pro bono engagement.
Kinnevik is a co-founder and sponsor of Reach for Change. Reach for Change is described on page
18. Kinnevik contributes to Reach for Change both financially as well as through staff participation.
EN26 Initiatives to mitigate environmental
impacts of products and services, and
extent of impact mitigation.
According to Kinnevik's CR policy, portfolio companies must establish an environment policy and con
tinuously analyze and improve the impact of their operations on the environment. Environmental work
must be followed up continuously and reported to the board of directors. Kinnevik has estimated the
progress in the holdings in order to assess initiatives to mitigate environmental impact. The indicator is
expressed as a share of net asset value that has been analyzed with regards to environmental impact.
LA13 Composition of governance bodies
and breakdown of employees per category
according to gender, age group, minority
group membership, and other indicators of
diversity.
Composition of Board of Directors and personnel per gender and country.
HR1 Percentage and total number of
significant investment agreements that
include human rights clauses or that have
undergone human rights screening.
According to Kinnevik's CR policy, portfolio companies must continuously formulate information about
and comply with relevant laws, regulations and international conventions. They must respect human
rights, in part by offering safe and healthy working conditions, guaranteeing freedom of association
and diversity at work and not accepting any form of forced and child labor. Kinnevik has estimated
the total number of significant investment agreements that include human rights clauses or that have
undergone human rights screening. The indicator is expressed as a share of net asset value that the
screening has covered.
HR2 Percentage of significant suppliers and
contractors that have undergone screening
on human rights and actions taken.
In Kinnevik's CR policy it is stated that the portfolio companies must also develop a Supplier Code of
Conduct in which the company's suppliers pledge to act in accordance with the recommendations of
the UN's Global Compact. Here, Kinnevik presents the share of net asset value that has implemented
their supplier code of conduct including HR screening.
SO2 Percentage and total number of
business units analyzed for risks related to
corruption.
In Kinnevik's CR policy it is stated that Portfolio companies must develop clear guidelines for how is
sues relating to corruption, bribery and blackmail will be handled. These guidelines must be known to
all employees, and employees must be continuously educated and informed of the consequences of
the guidelines. Kinnevik has assessed the share of assets that has analysed risks related to corruption,
expressed as a share of net asset value.
SO8 Monetary value of significant fines and
total number of non-monetary sanctions for
noncompliance with laws and regulations.
As we understand there will be no deviations from the GRI protocol.
PR6 Programs for adherence to laws,
standards, and voluntary codes related
to marketing communications, including
advertising, promotion, and sponsorship.
Investment AB Kinnevik's policies and procedure manual includes an information policy and a media
and PR policy which every emloyee and other representatives of the company are expected to read
and comply with.
PR9 Monetary value of significant fines for
non-compliance with laws and regulations
concerning the provision and use of pro
ducts and services.
As we understand there will be no deviations from the GRI protocol.

GRI content index

Application Level C

Profile
Disclosure
Disclosure Page
1.1 Statement from the most senior decision-maker
of the organisation.
4
2.1 Name of the organisation. 31
2.2 Primary brands, products, and/or services. 20
2.3 Operational structure of the organisation,
including main divisions, operating companies,
subsidiaries, and joint ventures.
71
2.4 Location of organization's headquarters. 31
2.5 Number of countries where the organisation
operates, and names of countries with either
major operations or that are specifically relevant
to the sustainability issues covered in the report.
11
2.6 Nature of ownership and legal form. 6
2.7 Markets served (including geographic break
down, sectors served, and types of customers/
beneficiaries).
11
2.8 Scale of the reporting organization. 60
2.9 Significant changes during the reporting period
regarding size, structure, or ownership.
31
2.10 Awards received in the reporting period. None
3.1 Reporting period (e.g., fiscal/calendar year) for
information provided.
45
3.2 Date of most recent previous report (if any). 45
3.3 Reporting cycle (annual, biennial, etc.) 45
3.4 Contact point for questions regarding the report
or its contents.
31
3.5 Process for defining report content. 45
3.6 Boundary of the report (e.g., countries,
divisions, subsidiaries, leased facilities, joint
ventures, suppliers).
45
3.7 State any specific limitations on the scope
or boundary of the report (see completeness
principle for explanation of scope).
45
3.8 Basis for reporting on joint ventures, subsidia
ries, leased facilities, outsourced operations,
and other entities that can significantly affect
comparability from period to period and/or
between organisations.
45
3.10 Explanation of the effect of any re-statements of
information provided in earlier reports, and the
reasons for such re-statement (e.g.,mergers/ac
quisitions, change of base years/periods, nature
of business, measurement methods).
45
Profile
Disclosure
Disclosure Page
3.11 Significant changes from previous reporting pe
riods in the scope, boundary, or measurement
methods applied in the report.
45
3.12 Table identifying the location of the Standard
Disclosures in the report.
2
4.1 Governance structure of the organization, inclu
ding committees under the highest governance
body responsible for specific tasks, such as set
ting strategy or organizational oversight.
35
4.2 Indicate whether the Chair of the highest gover
nance body is also an executive officer.
35
4.3 For organisations that have a unitary board
structure, state the number of members of the
highest governance body that are independent
and/or non-executive members.
35
4.4 Mechanisms for shareholders and employees
to provide recommendations or direction to the
highest governance body.
38
4.14 List of stakeholder groups engaged by the
organisation.
15
4.15 Basis for identification and selection of stake
holders with whom to engage.
15

Performance indicators

GRI
Indicator
KPI 2012
EC1 Development of Net Asset Value page 8
EC8 Financial contribution to Reach for
Change
SEK 2m
Number of Children supported through
Reach for Change
page 20
EN26 % Kinnevik's assets that have been
analysed with regards to environemntal
impacts
86%
LA13 Composition of Board of Directors and
Management
page 60
HR1 % of Kinnevik's assets that have been
screened for human rights
85%
HR2 % of Kinnevik's assets that have
screened suppliers for human rights
85%
SO2 % of Kinnevik's assets that have been
analysed for risksk related to corrup
tion
100%
SO8 For Investment AB Kinnevik, number
stated in the Board of Director's report
0
PR6 For Investment AB Kinnevik, number
stated in the Information policy
Yes
PR9 For Investment AB Kinnevik, number
stated in the Board of Director's report
0

Kinnevik's holdings

Telecom & Services

Investment (SEK m) Ownership Estimated fair value
Millicom 38.0% 21 283
Tele2 30.5% 15 867
Transcom 33.0% 230
Total 37 380

Kinnevik's mobile companies Millicom and Tele2 have in total 85 million subscribers in 24 countries. Millicom is a pure emerging markets company with operations in Latin America and Africa, whereas Tele2 has operations in Scandinavia, as well as in emerging markets such as Russia and Kazakhstan.

A key growth driver for the two mobile companies is the shift in consumer behaviour where voice traffic is declining as a share of revenue and the use of data in the mobile is growing strongly. Managing this transition while maintaining good profitability is key for a continued good value creation. Developing value added services is thus high on the agenda. In Millicom, these services include mobile financial services such as cash transfers through your mobile, as well as various information services and entertainment. Millicom also entered into a new segment, online, in order to capture the high growth expected in both Latin America and Africa. Through its cooperation with Rocket Internet, Millicom will develop online services within e-commerce, lead generation and payments.

In Tele2, where the markets are more developed, the company is focusing its strategy to become a value champion, i.e. to offer its customers the combination of low price, superior customer experience and a challenger culture. As markets mature, it becomes more important to focus on the value of each customer rather than the volume and Tele2 is focusing on customer relations and access capabilities in order to retain high value customers and profit from their increasing data usage.

Transcom is active within outsourcing of Customer Relationship Management (CRM) and Credit Management Services. Today the company has more than 30,000 employees and conducts a global operation in 28 countries.

Millicom

Key data (USD m) 2012 2011
Revenue 4 814 4 530
EBITDA 2 065 2 087
Operating profit, EBIT 1 104 1 257
Net profit 504 1 129
Number of mobile subscribers 31 Dec (million) 47.2 43.1

The market value of Kinnevik's shareholding in Millicom amounted to SEK 21,283 on 31 December 2012. Millicom's shares are listed on NASDAQ OMX Stockholm's list for largecap companies.

Millicom is a leading international telecommunications and media company dedicated to emerging markets in Latin America and Africa. Millicom sets the pace when it comes to providing digital lifestyle services to the world's emerging markets, giving access to the world, primarily through mobile devices. Operating in 15 countries, Millicom offers innovative and customer-centric products.

2012 was a year of investment for Millicom in infrastructure and in commercial activities, notably in branding and subsidies to ensure that the best quality services will be delivered to the customers. Investments were also made in HR through the staffing of the different business categories. Millicom is constantly innovating by identifying and scaling up new opportunities that have yet to be addressed by the industry. During the year, Millicom entered into an agreement with Rocket Internet to jointly develop franchises in the online sector in Latin America and Africa to take advantage of the rapid growth of the online sector in these regions.

These investments are important given that the maturing of the voice business is accelerating. The pace of innovation has enabled the company to continue to grow at an industryleading 8% rate in 2012. Millicom generated close to 35% of its revenues from Value Added Services, well on track to reach its mid-term ambitions to diversify revenue and to reduce reliance on mobile voice services.

The EBITDA-margin declined by 2.9 percentage points in 2012 versus 2011 to 43.2% (excluding Online) due to increased investment in IT and 3G services.

Dividend

The Millicom Board will propose to the AGM in May 2013 the payment of a USD 2.64/share ordinary dividend.

Tele2

Key data (SEK m) 2012 2011
Revenue 43 726 41 001
EBITDA 10 960 11 212
Operating profit, EBIT 5 653 7 050
Net profit 3 264 4 751
Number of subscribers 31 Dec (million) 38.2 34.2
B Share including reinvested dividend
OMX Stockholm PI
200
160
120
80
40
2008
2009
2010
2011
2012

The market value of Kinnevik's shareholding in Tele2 amounted to SEK 15,867 m on 31 December 2012. Tele2's shares are listed on NASDAQ OMX Stockholm's list for large-cap companies.

Tele2 is one of Europe's leading telecom operators, offering mobile services, fixed broadband and telephony, data network services, cable TV and content services. Tele2 has 38 million customers in 11 countries, whereof 35.7 million in its mobile operations.

Russia is Tele2's largest market. The company has GSM licences in 43 regions covering approximately 62 million inhabitants. Tele2 Russia's strategy is to have a balanced approach to rolling out new regions, while maintaining a stable profitability in the more mature regions. During 2012, Tele2 Russia's customer base has grown by 2.1 million new users, proving that there is a continued solid demand for the company's services despite competitors' introduction of 3G services. The total customer base in Russia amounted to 22.7 (20.6) million at the end of 2012.

The Nordic market area delivers strong cash flow to the Tele2 group and is the test bed for new services. During 2012, Tele2 Sweden continued the roll-out of the combined 2G and 4G networks in the joint venture Net4Mobililty, covering more than 224 municipalities and 8.3 million people, with what will become the most extensive 4G network in the country.

Tele2's Baltic operations remain focused on generating a strong cash flow. Tele2 Kazakhstan's operation had high growth and the total customer base reached 3.4 (1.4) million by the end of the year 2012.

Dividend

The Board of Tele2 AB has decided to recommend to the Annual General Meeting (AGM) in May 2013 an increase in the ordinary dividend of 9% to SEK 7.10 (6.50) per share.

Online

Fair value as per 31
December 2012
Investment (SEK m) Direct
equity
interest
Indirect
equity
interest 1)
Total Accumula
ted invested
amount
Direct
ownership
Indirectly
held 1)
Total
Zalando GmbH 26% 9% 35% 4 685 6 279 2 247 8 526
Bigfoot I (Dafiti, Lamoda, partly Namshi)
Bigfoot II (The Iconic, Zalora, partly
30% 9% 39% 1 536 1 479 74 1 553
Zando and Jumia) 32% 12% 44% 760 708 5 713
Home24 24% 12% 36% 791 754 18 772
Wimdu
BigCommerce (Lazada, Linio, partly
Namshi)
29%
12%
12%
17%
41%
29%
361
289
345
286
34
16
379
302
Other Rocket portfolio companies 2) mixed mixed mixed 643 759 298 1 057
Total Rocket Internet with portfolio
companies 9 065 10 610 2 692 13 302
Avito 22% 17% 39% 336 520 403 923
Other portfolio companies mixed mixed mixed 412 229 - 229
Total unlisted online investments 9 813 11 359 3 095 14 454
CDON Group 25,1% - 25,1% 517 3) 664 - 664
Total online investments 10 330 12 023 3 095 15 118

1) Held via Rocket Internet GmbH and Vosvik AB (Avito).

2) Invested amount includes net invested amount in Rocket Internet GmbH (negative after dividends received in 2012). Fair value includes cash balance in Rocket Internet GmbH.

3) The value of dividends received from MTG when shares distributed and share purchases made thereafter.

The Kinnevik online investments are mainly focused around e-commerce and market places. E-commerce is one of the strongest global growth trends in the world economy, and it is based on a shift in consumer behaviour which is not a short-term trend but which we believe represents a permanent change in consumer behaviour. This is confirmed by market statistics in our main markets. In Sweden, for example, e-commerce grew by 14% in the first nine months of 2012, whereas traditional off-line retail grew by 0.5%.

Within e-commerce, Kinnevik has focused its investments on the shoes and fashion segment through companies such as Zalando with geographical presence in Europe and companies such as Lamoda, Dafiti, Namshi and Zalora focused on emerging markets. This particular segment of the e-commerce industry is attractive for several reasons; it is a relatively large part of a household budget, it is a sector with high gross margins and the products offered are easy to package and ship - enabling efficient logistics with free deliveries and returns.

In order to be competitive and become a profitable online retailer it is important to build size and scale to be the number one choice as the customer goes online. It is also a key competitive advantage to be fully integrated and to control the entire value chain from website to logistics to check out, payment and shipping in order to control the total customer experience.

Investments and valuation

Kinnevik invested SEK 6,769m within Online during 2012, of which SEK 6,627m in Rocket Internet with portfolio companies and SEK 50m in Avito. Out of the funds invested into Rocket Internet with portfolio companies, SEK 3,658m were invested into Zalando and SEK 1,535m into the emerging market shoes and fashion companies' holding structures Bigfoot I and Bigfoot II.

Kinnevik's unlisted online holdings are valued using the International Private Equity and Venture Capital Valuation Guidelines, whereby a collective assessment is made to establish the valuation method that is most suitable for each individual holding. Firstly, it is considered whether any recent transactions have been made at arm's length in the companies. For new share issues, consideration of whether the newly issued shares have better preference to the company's assets than earlier issued shares if the company is being liquidated or sold. For companies where no or few recent arm's length transactions have been performed, a valuation is conducted by applying relevant multiples to the company's historical and forecast key figures, such as sales and profit. In such a comparison, consideration is given to potential adjustments due to, for example, difference in size, historic growth and geographic market between the current company and

the group of comparable companies. In the event that there is another method that would better reflect the fair value of the holding, the outcome from this method will be compared with the outcome of other relevant methods. After that, an assessment will be made of which method best reflects the market capitalization of the current holding and the holding is valued according to this method.

Below is a summary of the valuation methods applied in the accounts as per 31 December 2012.

Company Valuation method
Rocket Internet GmbH Portfolio companies valued as per below,
cash balance and other assets as per
Rocket financial statements.
Zalando Latest transaction value (EUR 2.8 bln for
entire company), which as per 31 Dec
2012 is in line with peer group valuation
based on sales multiples. The peer group
includes, among others, Asos, Amazon
and CDON Group.
Bigfoot I, Bigfoot II,
Home24, Wimdu, BigCom
merce, Avito
Peer group valuation based on
historic sales mulitples. Direct and indi
rect shareholding valued in accordance
with liquidation preferential rights.
Other portfolio companies Fair value corresponds to cost.

At the end of December, unlisted investments in Online (i.e. excluding CDON Group) were valued at a total of SEK 14,454m.

The assessed change in fair value recognized in the consolidated income statement and dividends received amounted to a profit of SEK 2,752m (profit of 1,811) for the year, of which a profit of SEK 2,215m (profit of 1,813) related to Rocket Internet with portfolio companies and a profit of SEK 538m (0) related to Avito.

During 2012, a number of Rocket's portfolio companies and Avito issued new shares to external investors at price levels that exceed Kinnevik's recognized assessed fair values. Since the newly issued shares have better preference over

the portfolio companies' assets in the event of liquidation or sale than Kinnevik's shares have, Kinnevik does not consider these price levels as a relevant base for assessing the fair values in the accounts. The latest transactions that have been made with better preference than Kinnevik's shareholdings, have been made at levels that, applied on Kinnevik's shareholdings, is above SEK 5bln higher than Kinnevik's book value as per 31 December 2012.

Proportional part of revenue, EBIT and cash balances in unlisted online holdings

Kinnevik's proportional part of the unlisted companies' revenue grew by 172% year-on-year and reached SEK 4,748m (1,746) for the year. Revenue growth is strongest in the second and fourth quarter which is explained by the seasonal variations within the shoes- and fashion industry. Due to the strong growth and short operating history, the unlisted companies within Kinnevik's online portfolio are still unprofitable. During 2012, about 30 new businesses were started within the online portfolio. Since all start-up costs are taken to the P&L, losses have increased during the year. However, the larger companies in the portfolio are well capitalised and can afford continued investments until they reach breakeven. Kinnevik's proportional part of the companies' cash position amounted to SEK 2,712m at 31 December 2012.

Rocket Internet

Rocket Internet is a company that incubates and develops e-commerce and other consumer-oriented online companies. Kinnevik owns 24.2% of the parent company Rocket Internet GmbH and works closely with the founders of Rocket Internet in order to start up companies and develop them into leading Internet players.

Besides the investment into Rocket Internet, Kinnevik has also invested directly into a number of companies founded by Rocket Internet in the following segments:

Kinnevik's proportional part of revenue, EBIT and cash balance within its unlisted online holdings

SEK m Q1 Q2 Q3 Q4 FY2011 Q1 Q2 Q3 Q4 FY2012
Revenue 278 379 440 649 1 746 817 1 047 1 195 1 690 4 748
Q on Q growth 37% 16% 48% 26% 28% 14% 41%
Y on Y growth 194% 176% 172% 160% 172%
EBIT -364 -232 -325 -437 -316 -1 309
Accum. invested amount (net of dividends received) 9 813
Fair value as per 31 Dec 2012 14 454
Net proportional part of cash balance 31 Dec 2012 2 712

The table above is a compilation of the unlisted online holdings' revenues and operating result reported for 2012 multiplied by Kinnevik's ownership share at the end of the reporting period, thereby showing Kinnevik's proportional share of the companies' revenues and operating result. Revenues and operating result reported by the companies have been translated at constant exchange rates (average rate for 2012) from each company's reporting currency into Swedish kronor. For companies that have not yet reported the results for December 2012, the figures are included with one month's delay. The proportional share of revenues and operating result has no connection with Kinnevik's accounting and is only additional information.

  • t &DPNNFSDF PG TIPFT BOE GBTIJPO XJUI ;BMBOEP JO &VSPQF Dafiti in Latin America, Lamoda in Russia and CIS, Namshi in Middle East, Zalora in South East Asia, The Iconic in Australia, Zando in South Africa as well as other newly started companies in other emerging markets.
  • t &DPNNFSDF PG GVSOJUVSF BOE IPNF EÏDPS XJUI )PNF and Westwing in Europe, Mobly in Brazil and a number of other companies that are active in emerging markets.
  • t &DPNNFSDF PG HFOFSBM SFUBJM XJUI ,BOVJ BOE 5SJDBF JO Brazil, Lazada in South East Asia, Linio in Latin America and Jumia in Africa.
  • t.BSLFUQMBDFT GPS CSPLFSJOH TIPSUUFSN IPVTJOH UISPVHI UIF companies Wimdu and Airizu, and site for food ordering through Foodpanda.
  • t 4VCTDSJQUJPOCBTFE TFSWJDFT XJUI (MPTTZCPY PGGFSJOH CFBVty and style products, and HelloFresh delivering weekly food baskets for home cooking.

Zalando

Zalando started its operations in Germany in 2008 and today operates online shops in the Netherlands, Belgium, France, the United Kingdom, Austria, Switzerland, Italy, Spain, Sweden, Finland, Norway, Denmark and Poland. Zalando has grown rapidly and is today the largest online player in the fashion sector in Europe.

The key drivers for becoming successful within shoes and fashion include product sourcing, logistics and marketing. Zalando has over the past five years focused on beco-

ming industry leader in all these fields in the online sector in the markets where the company operates.

Zalando has developed strong relationships with most of the leading suppliers in the shoes and fashion industry. The company is today a well-established player in the European market which makes it possible to further improve delivery and payment terms with key suppliers. In addition, Zalando has focused on establishing its in-house design labels.

Convenience is one of the most important factors for customers moving online which is why free deliveries and returns for customers are a very important part of the customer offering. As part of its business offering, Zalando has a generous return policy resulting in an average return rate of around 50%. This makes it very important to have a cost-efficient and best-in-class logistic set up. Zalando has therefore, as part of the company's strategy, decided to operate most of its logistics in-house. The first warehouse operated by the company was opened in 2011 and a second warehouse built in the city of Erfurt in Germany did successfully start to operate during the second half of 2012. Due to the strong growth, Zalando has started to plan for a third warehouse which will open during 2013.

Zalando reported net sales of EUR 1.15bln in 2012 compared to EUR 510m in 2011. In the most established region including Germany, Switzerland and Austria (DACH), Zalando reached break-even (EBIT) while continuing to grow at high rates. At the same time, Zalando invested into new markets to further strengthen its leading position in Europe. As a result of this strategy, Zalando closed 2012 with an improved overall EBIT margin of -8% of sales (2011: -12%).

In the past year, Zalando has raised capital from DST, JP Morgan and Kinnevik among other investors, and the company is well capitalised to fund its planned future growth.

Dafiti, Lamoda, Namshi (Bigfoot)

Bigfoot is an emerging markets focused holding company for online ventures within shoes and fashion, with the following key ventures:

  • t%BmUJ XBT GPVOEFE JO FBSMZ BOE PGGFST B CSPBE BTTPSUment of women and men's fashion online. The company started in Brazil, but has since expanded to Argentina, Chile, Colombia and Mexico, thus targeting one of the largest emerging markets worldwide with a total population of 400 million. Latin America shows strong consumption growth, and Dafiti has established itself as one of the key online retailers in the region.
  • t -BNPEB XBT TUBSUFE JO FBSMZ XJUI JUT DPSF PGGFSJOH being shoes and fashion in Russia and the CIS. The region has an Internet population of more than 60 million and the company is growing rapidly.
  • t /BNTIJ JT BDUJWF XJUIJO TIPFT BOE GBTIJPO JO TJY NBSLFUT JO the Middle East, namely United Arab Emirates, Saudi Arabia, Bahrain, Kuwait, Oman and Qatar. All markets exhibit high purchase power, high levels of disposable income and high Internet penetration.

The Iconic, Zalora, Zando, Jumia (Bigfoot II)

Bigfoot II is a holding company for mainly fashion and shoes, and owns the following ventures:

  • t 5IF *DPOJD JT BO POMJOF TUPSF PGGFSJOH TIPFT BOE GBTIJPO in Australia and New Zealand covering a population of around 30 million. The company was founded in late 2011 and has since exhibited rapid growth and already captured B MFBEJOH QPTJUJPO JO UIF SFHJPO t ;BMPSB TFSWFT FJHIU emerging markets within shoes and fashion in South East Asia, namely Singapore, Malaysia, Indonesia, Thailand, Philippines, Vietnam, Taiwan and Hong Kong.
  • t +VNJB JT BO POMJOF SFUBJMFS PG HFOFSBM NFSDIBOEJTF BDUJWF JO Nigeria, Egypt and Morocco. The company offers products such as mobile phones, video and audio devices, games and consoles, books, toys and beauty products.
  • t ;BOEP UBSHFUT UIF BUUSBDUJWF 4PVUI "GSJDBO NBSLFU XJUI B population of 50 million, and offers shoes and fashion.

Home24

Home24 is an online retailer of furniture and home products. The company is active under the Home24 brand in Germany, France and the Netherlands, and operates in Brazil under the brand Mobly.

Wimdu

Wimdu, which was founded in early 2011, is a market place for brokering short-term housing. Wimdu is addressing the growing market of rentals of secondary homes, and is active in most parts of the world with over 150,000 available properties. Revenue is derived from commission as intermediary in the rental process.

Lazada, Linio (BigCommerce)

  • t -B[BEB XBT GPVOEFE JO FBSMZ BOE JT BDUJWF JO PGGFSJOH general merchandise in five of the most attractive markets in South East Asia – Indonesia, Vietnam, Thailand, Philippines and Malaysia.
  • t -JOJP XBT GPVOEFE EVSJOH UIF mSTU IBMG PG BOE DVSrently targets Mexico, Colombia, Peru and Venezuela with general merchandise.

Avito

Avito is the leading online service for classified advertising in Russia. Revenues primarily derive from advertising sales on the website and from value-added services. In 2012, the company had an average of 5.9 million new listings per month (2,6 million for the corresponding period last year) and 27.3 million (13.7) unique monthly visitors. During 2012, Avito expanded its operations to Morocco and Egypt.

During the second quarter, Avito made a new share issue to existing as well as new owners. Out of a total of USD 75m in new financing, Kinnevik contributed with USD 10m at a pre-money valuation of USD 300m for the entire company. During the fourth quarter, Avito signed an agreement with

Naspers, the leading multinational media and internet group based in South Africa, to merge Avito with its leading Russian classifieds websites Slando.ru and OLX.ru. The company will continue to operate under the name Avito. In addition, Avito has closed a USD 50m cash investment from Naspers. The funds will be used to further strengthen Avito.ru's position in the key Auto and Real Estate categories.

CDON Group

CDON Group is a leading e-commerce company with some of the most well-known and appreciated brands in the Nordic area.

Key data (SEK m) 2012 2011
Revenue 4 462 3 404
Operating profit/loss, EBIT -174 129
Net profit/loss -152 83

CDON Group's business concept is to offer the best range of products via the internet, both their own and external brands within the segments where they operate, to capitalise on the ongoing rapid shift towards e-commerce and through the CDON Group platform and infrastructure continue to build fast and profitable growth.

CDON Group's total sales reached new record levels in 2012. E-commerce continued to take shares from traditional retail during 2012, and CDON noted a continued strong demand in all of its four segments. Two of the business areas, CDON.com and Gymgrossisten, continued delivering solid operating profits. In Nelly, negative non-recurring items of SEK 112 million were identified affecting the result.

Media

Investment (SEK m) Ownership Estimated fair value
Modern Times Group MTG 20.3% 3 042
Metro 99%1) 1 180
Total 4 222

1) Fully diluted.

The media sector is changing fast as both TV and newspaper consumers move their mediaconsumption online. The competitive landscape changes as new entrants come in. However, in Scandinavia, TV remains the dominant vehicle for advertisers, and TV is still the preferred choice for large scale brandbuilding campaigns. In order to remain competitive and to remain the first choice, content and reach are the two overriding competitive advantages. It is in this light that MTG had an investment-intensive year in 2012 focusing on acquiring attractive content as well as on investing in the distribution via its Viasat Play platform.

For Metro, the strategic shift towards emerging markets continued in 2012 with the company exiting the Netherlands and Denmark.

Modern Times Group MTG

The market value of Kinnevik's shareholding in MTG amounted to SEK 3,042 m on 31 December 2012. MTG's shares are listed on NASDAQ OMX Stockholm's list for Large Cap companies.

Modern Times Group (MTG) is an international entertainment broadcasting group with operations that span four continents and includes free-TV, pay-TV, radio and content production businesses. Viasat broadcasts more than 60 own branded channels in 36 countries and has the largest broadcasting footprint in Europe. MTG is also the largest shareholder in CTC Media, which is Russia's leading independent television broadcaster.

In 2012, MTG continued to innovate across its territories with new content, technologies, channels and services. Scandinavian free-TV ratings improvements were in focus and MTG signed a number of strategically important channel distribution agreements. The Viaplay Nordic online pay-TV service is growing rapidly, while the Nordic satellite platform and pay-TV channel offerings will benefit over time from the new content and channels, as well as broader distribution and rising prices.

Dividend

The Board of MTG proposes 11% increase in annual cash dividend to SEK 10.00 (9.00) per share to the AGM in May 2012.

Metro

EUR m 2012 2011
Revenue
Europe 107.2 122.4
Emerging Markets 79.8 68.4
Head Quarters 6.9 6.1
Total 193.9 196.9
Operating profit, EBIT
Europe 9.5 16.3
Emerging Markets 9.3 11.7
Share of Associates Income 1.3 -0.2
Head Quarters -10.5 -15.3
Total 9.6 12.5

After the public offer has been successfully completed, it is Kinnevik's intention to continue Metro's operations in accordance with the strategic plan that has been developed by the management of Metro and continue to invest in emerging markets. This strategy entails a balance between cost savings while at the same time investing in emerging markets.

Readership and Advertising Market

Metro is published in over 100 major cities in 23 countries across Europe, Asia, North and South America. Metro's global readership has increased by 7% year-on-year to approximately 18.8 million daily readers. The launch of new editions in Brazil and Mexico, and expansion in Colombia and Puerto Rico are the main reasons for the increase.

In Sweden, Metro consolidated its position and is by far the most read newspaper in the country.

ZenithOptimedia (September 2012) is forecasting global advertising expenditure to grow by 5% in 2013. Newspapers advertising expenditure is expected to decline by 2% in 2013 in Western Europe and to increase by 8% in Latin America.

Operations

Revenue decreased 2% for the full year. On a like-for-like basis – adjusted for new investments, divestments and currency – revenue has decreased 3% for the full year with revenue growth in emerging markets and revenue decline in European operations.

EBIT for the full year was EUR 9.6m. Last year's results include a EUR 2.8m legal provision. Excluding this legal provision, the results for the full year declined by EUR 5.7m. The decline in EBIT is explained by expenses related to new operations in Colombia and Puerto Rico and negative sales development in Europe.

Metro continues to grow in Latin America. Revenue from Latin America (including Brazil and Guatemala, where Metro does not have controlling interest) increased by 38% in total and 26% adjusting for new and acquired operations.

Metro Holland was sold on 29 August 2012 to Telegraaf Media Groep. As a part of this transaction, Metro has entered into a franchise agreement with the new owner who will continue to publish the Metro newspaper in the Netherlands along with its other free daily newspaper, Sp!ts.

Microfinancing

Investment (SEK m) Ownership Invested
amount
Estimated
fair value
Bayport 43% 1) 445 586
Seamless 11.8% 35 65
Milvik 58% 18 18
Microvest II fund participation 45 42
Other 28 28
Total 571 739

Similar to the manner in which Kinnevik developed telecom services in emerging markets through innovative products and distribution networks, Kinnevik is now searching for investment opportunities in the microfinancing sector.

Bayport, a company offering micro credits and financial services in six African countries (Ghana, Uganda, Zambia, Tanzania, Botswana and Mozambique) as well as in Colombia, is Kinnevik's largest investment in the microfinancing sector. Bayport was founded in 2002 and has grown with profitability into a leading African micro credit company with total assets of around USD 430m. The company has about 256,000 customers and the geographic presence as well as the product portfolio is continuously expanding. Loans are used primarily for financing larger non-recurrent expenses, such as school fees, investment in farming or for small business purposes. Ghana and Zambia are Bayport's largest markets, while also the other countries are displaying rapid growth.

Seamless specialize in solutions for prepaid e-Top Up and Value Added Services for mobile operators, retailers and distributors. Seamless transaction switch ERS 360° processes over 3.1bln transactions each year and has been deployed for more than 40 mobile operators across 26 countries. A recent addition to Seamless product portfolio is Seamless SEQR, a mobile payment and transaction service using QR codes on the front-end and Seamless proprietary transaction switch on the back-end. Seamless was founded in 2001 and its shares are traded on NASDAQ OMX Stockholm. Seamless' headquarter is in Stockholm with offices in Accra, Lahore, Mumbai and Riga.

Milvik provides, under the brand name BIMA, the technology, distribution and insurance solutions that enable mobile telephone operators in emerging markets to provide microinsurance products to their customer base. Milvik is operates in Ghana, Tanzania, Senegal, Mauritius and Bangladesh.

Microvest II is a fund focusing on equity investments in microfinancing companies in emerging markets. The fund currently has nine investments, of which two in India, two in Peru, one in each of Paraguay, El Salvador, Ecuador and Kazakhstan, and one investment in a global microfinance group.

Paper & Packaging

Investment (SEK m) Ownership Invested
amount
Estimated fair
value
BillerudKorsnäs 25.1% 2 867 1) 3 161

1) Value of shares received at the sale of Korsnäs plus the participation in the new share issue in December 2012.

BillerudKorsnäs

The packaging market shows positive long-term development primarily due to increased globalisation, greater prosperity and changes in consumption patterns.

Key data (SEK m) 2012 2011
Revenue 10 427 9 343
Operating profit/loss, EBIT 489 978
Net profit/loss 677 683

The transaction to combine Korsnäs and Billerud was closed on 29 November 2012. Kinnevik became the new company's largest owner with a share of 25%. The merger between

Korsnäs and Billerud is a natural step to strengthen Korsnäs and Billerud's successful businesses in virgin fiber packaging material with the aim to create a leading international player within the packaging industry.

BillerudKorsnäs's operations are streamlined towards renewable packaging materials made from virgin fibre. Growth in this segment is driven by the increased global demand for packaging of food, especially in emerging markets. The company's strategic focus is also on continuous development to increase the share of high value-added products.

Agriculture & Renewable energy

Investment (SEK m) Owner- ship Invested
amount
Estimated
fair value
Black Earth Farming, Russia 24.9% 791 456
Rolnyvik, Poland 100% 174 250
Vireo Energy 78% 135 134
Other 5 4
Total 1 105 844

Kinnevik's focus within Agriculture is to continue developing the areas that have been acquired at relatively low prices in less-developed areas in Poland and Russia to achieve higher productivity and return.

Within Renewable energy, the focus is on local production of energy from biogas and biomass in Eastern Europe.

Black Earth Farming

Black Earth Farming (BEF), with shares listed on NASDAQ OMX Stockholm, is a leading agricultural company with operations in Russia. The company acquires and cultivates agricultural land in the fertile Black Earth region in Southwest Russia.

Key data (USD m) 2012 2011
Revenue 229 82
Operating loss, EBIT 20 -27
Net loss 7 -44

Black Earth Farming reported its first full-year net profit in 2012. The result was driven by higher agricultural commodity prices with improved crop yields, as well as a strong performance in sales & marketing. Preservation of crop quality was sustained due to improved management of logistics, drying and storage.

During 2012, BEF sold 684 thousand tons of crops, 71% more than in 2011, due to a higher carry-in inventory, a changed crop mix and better crop yields, resulting in higher harvested volumes of which 78% had been sold by year end. Black Earth Farming will continue to focus on improving the operating performance in the core business by raising crop yields and lowering the cost per ton. Improved cost control and reduced overheads is one of the focus areas for 2013.

Rolnyvik

Kinnevik's wholly owned Polish agricultural company, Rolnyvik, operates the Barciany and Podlawki farms, with a total area of 6,705 hectares. Rolnyvik reported an operating profit of SEK 19m (23) for the year.

Vireo Energy

In 2010, Vireo Energy commenced operations aimed at building, owning and operating facilities that produce energy from renewable sources. Initially, the company is focusing primarily on projects to recover energy from landfill gas, and other forms of waste based biogas. Geographic focus is Poland and adjacent countries. Contracts have been signed for the recovery of biogas with a number of landfills in Poland and Belarus. In 2012, Vireo has invested in these facilities and commenced the sale of energy.

Proportional part of revenue and result

The table below is a compilation of the holdings' revenues and operating result reported for 2012 multiplied by Kinnevik's ownership share at the end of the reporting period, thereby showing Kinnevik's proportional share of the companies' revenues and operating result. The numbers in the table includes discontinued operations. Revenues and operating result reported by the companies have been translated at constant exchange rates (average rate for 2012) from each company's reporting currency into Swedish kronor. For companies that have not yet reported the results for the fourth quarter 2012, the figures are included with one quarters delay. Paper & Packaging is 25% of the reported sales and EBIT of now merged entities Billerud and Korsnäs. The proportional share of revenues and operating result has no connection with Kinnevik's accounting and is only additional information.

Proportional part of Change compared to
Jan-Dec 2011
Jan-Dec 2012 (SEK m) revenue EBIT revenue EBIT
Telecom & Services 27 394 4 500 7% -15%
Online 5 888 -1 362 121% N/A
Media 4 374 514 -1% 1 115%
Paper & Packaging 4 596 331 5% -30%
Microfinancing 258 92 -8% 4%
Agriculture and Renewable energy 325 1 90% N/A
Total sum of Kinnevik's proportional part of
revenue and operating result 42 835 4 076 14% -27%

Board of Directors' Report

Investment AB Kinnevik ("Kinnevik") was founded in 1936 and thus embodies more than 75 years of entrepreneurship under the same group of principal owners. Kinnevik's holdings of growth companies are focused around six business sectors; Telecom & Services, Online, Media, Microfinancing, Paper & Packaging, and Agriculture & Renewable energy. Kinnevik has a long history of investing in emerging markets which has resulted in a considerable exposure to consumer sectors in these markets. Kinnevik plays an active role on the Boards of its holdings.

Kinnevik is a listed company. The Group's class Ashares and class B-shares are traded on the NASDAQ OMX Stockholm's list for large-cap companies. The ticker codes are KINV A and KINV B. The Company's registered address is Skeppsbron 18, P.O. Box 2094, SE-103 13 Stockholm. The registration number is 556047-9742.

The financial reports were approved by the Board on 26 March 2013 and the Board of Directors and CEO hereby present the annual report and consolidated financial statements for the financial year 2012. The balance sheets and the income statements for the Group and the Parent Company will be presented for approval at the Annual General Meeting to be held on 13 May 2013.

In the group accounting, all companies in which the Parent Company controls more than 50% of the votes or in any other way exercises a controlling influence are consolidated. Those are mainly the following companies: Metro, Rolnyvik, Vireo Energy, Relevant Traffic (divested in November 2012), Duego Technologies, Saltside, Milvik and G3 Good Governance Group. All other holdings are accounted at fair value with changes in fair value reported through profit and loss.

The figures in this report refer to the full year 2012 excluding discontinued operations, unless otherwise stated. The figures shown within brackets refer to comparable period 2011.

Key events during 2012

New investments within Online and Microfinancing amounted to approximately SEK 7bln in 2012, of which SEK 6.7bln were invested into Online with a majority of the funds into e-commerce in the shoes and fashion segment. The largest investments comprised SEK 3,658m in Zalando, the largest online player in the fashion sector in Europe, and SEK 1,535m in the emerging market shoes and fashion companies' holding structures Bigfoot I and Bigfoot II.

In February, Kinnevik made a public offer for all shares and other financial instruments in Metro, which resulted in Kinnevik becoming the majority owner of Metro and consolidates the Metro Group since the end of March. After further share purchases, Kinnevik owned 99.0% of the capital at the end of the year. The cash flow from the acquisition amounted to SEK 438m net of cash in Metro at the date of acquisition. It is Kinnevik's intention to continue operations in accordance with the strategic plan that has been developed by the management of Metro and continue to invest in emerging markets.

In June, Kinnevik announced that an agreement had been reached with Billerud regarding a merger between Korsnäs and Billerud. The transaction was completed on 29 November 2012. In consideration, Kinnevik received a cash payment of SEK 2,752m (before transaction costs); 25% of the shares in the new company BillerudKorsnäs (with a market value of SEK 2,367m on the closing day); and a SEK 500m promissory note (which was used to participate in BillerudKorsnäs' rights issue in December 2012). Billerud-Korsnäs also assumed net debt of SEK 5,576m as part of the transaction. All in all, Korsnäs was valued at SEK 11,195m on the closing day. The European Commission's decision to approve the combination is conditioned upon the divestiture of a paper machine at the production unit in Gävle (PM2). The sales of white kraft and sack paper products manufactured at PM2 amounted to 2% of the new Group's total combined sales volume for the year 2011. In addition, BillerudKorsnäs will for a certain time period following the divestiture, offer to supply certain inputs such as pulp, steam and electricity to the paper machine. As a result of the transaction, Korsnäs - including 75% of the shares in Latgran Biofuels and 5% of the shares in Bergvik Skog - is reported separately as discontinued operations in the income statement, with retrospective adjustment of previous periods, as per IFRS 5-Non-current assets held for sale and discontinued operations.

In June, Kinnevik divested its direct holding in Groupon for SEK 569m, corresponding to an average price of USD 9.74 per share. At the end of the year Kinnevik had no direct or indirect ownership in Groupon.

In the fourth quarter, the Swedish Tax Agency made a decision to demand that Kinnevik pay withholding tax amounting to SEK 702m in relation to Kinnevik's acquisition of Emesco AB in 2009. Kinnevik has appealed the decision and deferred payment of any tax since Kinnevik is resolute that the Tax Agency's new interpretation of the Withholding Tax Act is incorrect. No provision has been made in the accounts for the tax exposure.

Consolidated earnings

The Group's total revenue for the year amounted to SEK 1,591m, compared with SEK 330m in the preceding year.

The Group's operating loss amounted to SEK 98m (loss of 125).

The change in fair value of financial assets, including dividends received, amounted to a loss of SEK 2,647m (profit of 6,021), of which a loss of SEK 5,464m (profit of 4,129) was related to listed holdings and a profit of SEK 2,817m (1,892) to unlisted financial assets. Out of the change related to unlisted financial assets, a profit of SEK 2,215m (profit of 1,813) was related to Rocket Internet with portfolio companies and a profit of SEK 538m (0) was related to Avito.

Net loss for contining operations amounted to SEK 2,991m (profit of 5,853), corresponding to a loss of SEK 10.77 (profit of 21.11) per share.

Net profit from discontinued operations amounted to SEK 3,473m (702) of which SEK 2,901m was profit from sale of discontinued operations.

Cash flow and investments

The Group's cash flow from operations excluding change in working capital amounted to a negative SEK 72m (negative 73) during the year. Working capital increased by SEK 150m (decrease of 11) including a withholding tax of SEK 170m relating to dividends from Rocket Internet, which will be returned to Kinnevik during the beginning of 2013.

Investments made in tangible, biological and intangible fixed assets amounted to SEK 105m (42) during the year.

During the year, Kinnevik signed agreements to invest SEK 7,082m in other shares and securities, while cash paid for investments in other shares and securities amounted to SEK 7,462m, see further Note 9.

Dividends received amounted to SEK 4,264m (4,947), of which SEK 1,407m (1,187) from Millicom, SEK 1,761m (3,659) from Tele2, SEK 974m (0) from Rocket Internet and SEK 122m (101) from MTG.

Cash flow from discontinued operations amounted to SEK 4,035m, of which SEK 2,752m was cash consideration from sale of shares in Korsnäs (net after repayment of Kinneviks' loans from Korsnäs) and SEK 1,283m was cash flow from Korsnäs until the merger with Billerud was finalized on 29 November.

Liqudity and financing

Kinnevik's total credit facilities (including issued bonds) amounted to SEK 7,943m as at 31 December 2012 (SEK 11,989m as at 31 December 2011 including Korsnäs), of which SEK 6,500m related to a revolving credit facility and SEK 1,200m related to a bond, both in Kinnevik.

The Group's available liquidity, including short-term investments and available credit facilities, totalled SEK 5,029m (5,465) at 31 December 2012.

The Group's interest-bearing net debt amounted to SEK 2,840m (6,539) at 31 December 2012, of which SEK 2,111m related to short-term loans outstanding including a commercial paper program and a put/call credit facility. The refinancing risk of these short-term loans is minimised by always keeping the same amount undrawn under Kinnevik's revolving credit facility.

The outstanding loans carry an interest rate of Stibor or similar base rate with an average margin of 1.0% (1.2%). All bank loans have variable interest rate binding periods (up to 3 months) while financing from the capital markets varies between 1 to 12 months for the loans under the commercial paper program and 5 years for the outstanding bond. As per 31 December 2012, the average remaining duration was 3.2 years for all credit facilities including the bond.

Of the Group's interest expenses and other financial

costs of SEK 255m (168), interest expenses amounted to SEK 200m (116). This means that the average interest rate for the year was 3.1% (3.0%) (calculated as interest expense in relation to average interest-bearing liabilities).

The Group's borrowing is primarily arranged in SEK. In 2012, the net flow in foreign currencies, excluding dividends received and investments made, was about SEK 800m, comprised mainly of Korsnäs' sales in EUR and GBP. For 2013, the Group will not have any material flows in foreign currencies except for dividends to be received and financial investments.

Risk management

The Group's financing and management of financial risks is centralized within Kinnevik's finance function and is conducted on the basis of a finance policy established by the Board of Directors. The Group's operational risks are primarily evaluated and managed within the particular business area and then reported to the Kinnevik Board.

The Group has established a model for risk management, the aims of which are to identify, control and reduce risks. The identified risks and how they are managed are reported to the Kinnevik Board on a quarterly basis.

Kinnevik is exposed to financial risks mainly in the form of changes in the value of the stock portfolio, changes in market interest rates, exchange-rate risks and liquidity and refinancing risks.

The Group is also exposed to political risks since the companies in which Kinnevik invests have a substantial part of their operations in emerging markets such as Latin America, Sub-Saharan Africa and Russia.

For a more detailed description of the management of financial risks, refer to Note 31 for the Group.

Parent Company

The administration costs within the Parent Company amounted to a net expense of SEK 121m (expense of 121).

Dividends received totaled SEK 3,900m (3,640), of which SEK 2,036m (178) relates to dividends from wholly-owned Group companies. The result from financial assets amounted to a loss of SEK 10m (661). Net of other financial income and expenses amounted to an income of SEK 327m (345). The Parent Company's profit after financial items amounted to SEK 4,116m (3,223).

Investments in tangible fixed assets amounted to SEK 2m (1). During the year, the Parent Company granted

shareholder's contributions to subsidiaries in a total amount of SEK 15,261m (420) to finance investments, mainly within Online and for the acquisition of Metro.

The Parent Company's liquidity including short-term investments and unused credit facilities amounted to SEK 4,587m (4,437) at the end of the year. The interest-bearing external liabilities amounted to SEK 3,257m (2,173) at the end of the year.

Share capital

As of 31 December 2012 the number of shares in Investment AB Kinnevik amounted to 277,583,190 shares of which 48,665,324 are class A shares with ten votes each, 228,653,284 are class B shares with one vote each and 264,582 are class C treasury shares with one vote each. In June, 135,332 class C shares were converted to class B shares to be delivered to the participants in the Long Term Incentive Plan from 2009. The total number of votes in the Company amounted to 715,571,106 (715,171,192 excluding 264,582 class C and 135,332 class B treasury shares).

The Board has authorization to repurchase a maximum of 10% of all shares in the Company. The Board did not utilize this mandate in 2012. There are no convertibles or warrants outstanding

As per 31 December 2012, there was one shareholder owning shares representing more than 10% of the total number of votes in the Company; Verdere S.à.r.l. with 35.1%.

Shareholders including Verdere S.à r.l., SMS Sapere Aude Trust, Sophie Stenbeck and HS Sapere Aude Trust, together holding shares representing 46.2% of the votes and 11.9% of the share capital in Kinnevik, have informed the company that they have an agreement regarding coordinated voting of their shares. Verdere S.à r.l. is owned, directly and indirectly, by Cristina and Max Stenbeck, 50% each.

Guidelines on remuneration for senior executives

The Board will propose that the Annual General Meeting 2013 resolves to adopt the following guidelines on remuneration for senior executives. Senior executives covered include the Chief Executive Officer and the other persons in the executive management of Kinnevik (the "Senior Executives") as well as directors of the Board to the extent they are remunerated outside their Directorship. At present the number of Senior Executives amounts to seven individuals.

The objectives of Kinnevik's remuneration guidelines are to offer competitive remuneration packages to attract, motivate and retain key employees. The aim is to create incentives for the Senior Executives to execute strategic plans and deliver excellent operating results and to align their incentives with the interests of the shareholders.

The remuneration to the Senior Executives shall consist of annual fixed salary, short-term variable remuneration paid in cash (STI), the possibility to participate in a long-term incentive programme (LTI), pension and other customary remunerations and benefits.

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mum of 75% of the fixed salary.

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Board Members, elected at General Meetings, may in certain cases receive a fee for services performed within their respective areas of expertise, outside of their Board duties. Compensation for these services shall be paid at market terms and be approved by the Board.

In special circumstances, the Board may deviate from the above guidelines. In such case, the Board is obligated to give account for the reason for the deviation at the following Annual General Meeting.

For further information regarding the existing guidelines and remuneration for the Senior Executives in respect of 2012, please refer to note 29 for the Group.

Financial Targets

Kinnevik's objective is to increase shareholder value, primarily through net asset value growth. The Board of Directors of Kinnevik has decided on the following financial targets which reflect Kinnevik's evaluation of its balance sheet structure, the criteria on which dividend payments to shareholders are based as well as the return targets on the portfolio companies.

Dividend policy

Kinnevik's dividend policy is to pay out at least 85% of ordinary dividends received from the listed holdings during the same year. Kinnevik's ambition is to generate a progressive annual dividend for its shareholders.

In addition, the authority to repurchase Kinnevik's own shares, of whichever class, will be exercised when the total return to shareholders through such a program is anticipated to be more attractive than that from other potential investments. The Board will take into consideration Kinnevik's balance sheet and indebtedness when taking such a decision.

Balance sheet

To have financial flexibility in the Parent Company, the goal is to have no or a low leverage.

Return target

The target is that the average yearly internal rate of return (IRR) on all investments in the portfolio should reach at least 15% given the current structure of the portfolio.

Follow-up on outcome in 2012

Description Target Outcome 2012
Dividend policy To pay out at least 85%
of ordinary dividends
received from listed
holdings during the same
year.
Dividend for 2012, to be
approved at the AGM in
May is proposed to be
about 97% of expected
ordinary dividends to be
received in 2013.
Leverage target
Parent Company
No or a low leverage to
have financial flexibility
in the Parent Company,
which meant an expec
ted leverage of SEK 0-5
billion in 2012.
The net debt in the Pa
rent Company amounted
to SEK 3.2 bln as at 31
December 2012.
Return target on investments: Average yearly internal rate of
return of at least 15%
Outcome 1 year 5 years
2012 2008-2012
Telecom & Services -11% 2%
Online 59% 38%
Media -26% -11%
Paper & Packaging 38% 12%
Microfinancing 5% 16%
Agriculture & Renewable energy -24% -20%

Future development

The Group's future development depends on performance in wholly and partly owned investments. In addition, developments on the financial markets are of great importance for the Group's reported earnings and position.

The Board proposes that the Annual General Meeting approves a cash dividend of SEK 6.50 (5.50) per share, which represents an increase of 18%. The total dividend payment to Kinnevik shareholders will then amount to SEK 1,803m.

The Boards of Directors in Millicom, Tele2, MTG and BillerudKorsnäs propose to the Annual General Meetings in May that dividends be approved according to the following:

listed holdings Amount
(SEK m)
Millicom USD 2.64 per share 6511)
Tele2 SEK 7.10 per share 962
MTG SEK 10.00 per share 135
BillerudKorsnäs SEK 2.00 per share 104
Total expected dividends to be received
from listed holdings
1 852
Proposed dividend to Kinnevik's

shareholders SEK 6.50 per share 1 803

1) Based on an exchange rate of 6.52 SEK/USD.

The guidance for investments is SEK 2-3bln in 2013 compared to the SEK 7.1bln that Kinnevik invested in 2012. A majority of the investments is expected to be in existing holdings. The parent company leverage is expected to increase to around SEK 6bln during 2013.

Proposed treatment of unappropriated earnings

The following amounts in SEK are at the disposal of the Parent Company's Annual General Meeting:

Retained earnings 32,475,020,837
Share premium 1,615,929,594
Total 34,090,950,431

The Board and the CEO propose that the unappropriated earnings and share premium at the disposal of the Annual General Meeting be disposed of as follows:

Cash dividend of SEK 6.50 per share,

amounting to 1,802,820,195 1)
Carried forward:
Share premium 1,615,929,594
Retained earnings 30,672,200,642
Total 32,288,130,236

Treasury shares are not entitled to dividend.

1) In the dividend proposal, full allocation has been assumed in accordance with the long-term incentive program that expires on 31 March 2013. Insofar as allocation occurs prior to the Annual General Meeting, these shares will be entitled to dividend payment.

Corporate Governance Report

Corporate Governance in the Kinnevik Group is based on Swedish legislation and other generally accepted sound practice on the securities market. Kinnevik applies the Swedish Corporate Governance Code (the "Code") 1). This Corporate Governance report represents a formal part of the Board of Directors' Report and has been reviewed by the company's auditors.

During 2012, Kinnevik, in line with previous years, deviated from the Code regulation stipulating that the Chairman of the Board may not be the Chairman of the Nomination Committee. The deviation from the Code is explained in more detail in the section Nomination Committee below.

Annual General Meeting

The Swedish Companies Act (2005:551) ("ABL") and the Articles of Association determine how the notice to the Annual General Meeting and extraordinary general meetings shall occur, and who has the right to participate in and vote at the meeting. There are no restrictions for the number of votes each shareholder may cast at the general meeting. A-shares entitle to ten votes, whereas other shares entitle to one vote. Distance participation and voting at the general meeting is not available.

Information on major shareholders in the Company, as well as issue authorizations approved by the Annual General Meeting and authorization to acquire own shares, is provided in Note 11 to the Parent Company, Share Capital.

Nomination Committee

At the 2012 Annual General Meeting, it was decided that a Nomination Committee consisting of at least three members representing the Company's largest shareholders would be established during October 2012 following consultation with the largest shareholders in the Company at 30 September 2012. The Nomination Committee would be elected for a period commencing with the publication of the Company's interim report for the third quarter of 2012 until the next Nomination Committee is formed. If a member of the Nomination Committee resigns prematurely, a replacement shall be appointed in consultation with the largest shareholders in the Company. However, if no particular grounds exist, no changes shall be made to the composition of the Nomination Committee if only marginal changes in the number of votes occurred or if a change occurred less than three months prior to the Annual General Meeting. Cristina Stenbeck is to be a member of the Nomination Committee and will convene the Nomination Committee. The Nomination Committee will itself appoint a Chairman at the first meeting. The Nomination Committee is entitled, upon request, to receive resources from the Company such as the secretarial function in the Nomination Committee and the right to charge the Company with expenses for recruiting consultants if this is deemed necessary.

Pursuant to the resolution of the Annual General Meeting, Cristina Stenbeck convened a Nomination Committee prior to the 2013 Annual General Meeting. The Nomination Committee comprises Cristina Stenbeck, Max Stenbeck on behalf of Verdere S.à.r.l, Wilhelm Klingspor on behalf of the Klingspor family, Ramsay Brufer on behalf of Alecta and Edvard von Horn on behalf of the von Horn family. The Nomination Committee's task is to submit proposals for the Board of Directors and Auditors, in the event Auditors shall be elected, and fees to the Board of Directors and Auditors, as well as a proposal for the Chairman of the Annual General Meeting ahead of the 2013 Annual General Meeting. The Chairman of the Board, Cristina Stenbeck, was appointed Chairman of the Nomination Committee, an appointment that deviates from what the Code prescribes. The other members of the Nomination Committee declared their decision regarding election of the Chairman of the Nomination Committee as being in the Company and shareholders' best interest and a natural consequence of Cristina Stenbeck leading the Nomination Committee's work in recent years, as well as her connection to the Company's largest shareholders.

Auditors

According to the Articles of Association, the Company shall have not more than three auditors, with not more than three deputies, or a registered audit firm.

At the 2009 Annual General Meeting, the registered audit firm Ernst & Young AB, with newly appointed Authorized Public Accountant Thomas Forslund as Auditor in Charge, was elected Company auditor for a period of four years until the 2013 Annual General Meeting. Thomas Forslund, born 1965, has also audit engagements in a number of other listed companies such as DGC One AB, Feelgood Svenska AB, Systemair AB, Tradedoubler AB, WeSC AB and Softronic AB. The auditor's independence is secured by legislation and professional ethics and the audit firm's internal guidelines and by adhering to the Audit Committee's guidelines governing the type of assignments that the audit firm may conduct in addition to the audit. During 2012, Ernst & Young AB has provided certain services in issues regarding internal controls, Corporate Responsibility and IFRS. Information regarding remuneration appears in the Annual Report in Note 24 to the consolidated accounts and Note 5 to the Parent Company, Auditors' Fees for elected auditors.

Board of Directors and Group Management

Board members are elected at the Annual General Meeting for a period expiring at the close of the next Annual General Meeting. The Articles of Association contains no restrictions pertaining to the eligibility of the Board members. According to the Articles of Association, the number of Board members can be no fewer than three and not more than nine, with not more than three deputies. In addition, according to legislation, the union organizations have the right to appoint two employee Board members and two deputies.

1) The Code is available at: http://www.bolagsstyrning.se

At the 2012 Annual General Meeting, following a motion by the former Nomination Committee, Tom Boardman, Vigo Carlund, Dame Amelia Fawcett, Wilhelm Klingspor, Erik Mitteregger, Allen Sangines-Krause and Cristina Stenbeck were re-elected members of the Company's Board. The Annual General Meeting re-elected Cristina Stenbeck as Chairman of the Board. In May 2012, the employees' organizations in Korsnäs AB appointed Bo Myrberg and Tobias Söderholm as ordinary employee Board members with Magnus Borg and Geron Forsman as deputies. In connection with the closing of the combination between Korsnäs and Billerud on 29 November 2012, all employee representatives seceded from the board of Kinnevik.

The independence of Board members in relation to the Company and Company Management, and to the major shareholders of the Company is specified on pages 36-37. None of the Board members is employed within the Group, with the exception of the employee representatives until they seceded on 29 November. The Board member Allen Sangines Krause has during 2012, following approval by the Board, acted as consultant to the Company performing various management services. Information concerning Group Management is presented in the Annual Report on page 79 and in Note 29 to the consolidated accounts, Personnel.

Board work

Kinnevik's Board of Directors is responsible for the overall strategy of the Group and for organizing its administration in accordance with the Swedish Companies Act. The Board's work and delegation procedures, instructions for the CEO and reporting instructions are updated and approved annually following the Annual General Meeting.

The significant issues that were addressed by Kinnevik's Board during 2012 include the impact of the global economy on Kinnevik and the companies in which Kinnevik has invested, the combination between Korsnäs and Billerud, the offer to buy out Metro from the stock exchange, new investment decisions within the Online business area, capital structure of Kinnevik as well as capital structure of the listed associated companies, as well as the overall strategy and financial performance of all major portfolio companies. As the basis for discussions concerning the listed associated companies, Kinnevik's management presented independent analyses of each company's strategy, operations as well as provided an independent assessment of future opportunities within the markets in which they are active. The annual strategy meeting in Ghana was held for two days at the beginning of 2013. Representatives of a number of Kinnevik's portfolio companies with operations in Africa participated and

Cristina Stenbeck, Chairman Born: 1977

Nationality: US and Swedish citizen Independence: Independent of the Company and management, not independent of major shareholders. Direct or related person ownership: 2,200 Class B shares. In addition to her own directly held shares, Cristina is via Verdere S.à.r.l. indirectly owner of a considerable shareholding in Kinnevik.

Committee work: Member of the Remuneration Committee.

Cristina has been Chairman of the Board of Investment AB Kinnevik since 2007. She serves as a Director of the Board of Modern Times Group MTG AB and Tele2 AB since 2003. Cristina was Vice Chairman of Investment AB Kinnevik 2004-2007 and Industriförvaltnings AB Kinnevik 2003-2004.

Cristina graduated with a B.Sc. from Georgetown University in Washington DC, USA.

Tom Boardman

Born: 1949 Nationality: South African citizen Independence: Independent of the Company and management and independent of major shareholders. Direct or related person ownership: -

Committee work: Member of the Audit Committee. Tom has been Director of the Board of Investment AB Kinnevik since 2011. He is Non-Executive Director of Nedbank Group since 2010, Woolworths Holdings Ltd since 2010, Royal Bafokeng Holdings since 2010 and African Rainbow Minerals Ltd since 2011. Tom held various managerial positions within the South African mining, timber and retailing industries 1973-1986. Between 1986-2002 he held various managerial positions within the BoE Bank and in 2003-2010 he was Cheif Executive of Nedbank Group Ltd. Tom has a B Com and CTA from the University of Witwatersrand, South Africa.

Vigo Carlund

Born: 1946

Nationality: Swedish citizen Independence: Independent of the Company and management and independent of major shareholders. Direct och related person ownership: 500,000 Class B shares, owned through insurance. Committee work: -

Vigo has been Director of the Board of Investment AB Kinnevik since 2006. He is Chairman of the Board of Net Entertainment NE AB since 2011 and Black Earth Farming Ltd since 2012. He also serves as Director of the Board of Academic Work Solutions since 2006 and IZettle AB since 2010.

Vigo worked within the Kinnevik Group 1968-2006 and was CEO of Korsnäs AB 1998-2000, and President and CEO of Transcom WorldWide S.A. 2000- 2002 and Kinnevik 1999-2006.

Dame Amelia Fawcett

Born: 1956

Nationality: US and UK citizen Independence: Independent of the Company and management and independent of major shareholders. Direct or related person ownership: - Committee work: Member of the Remuneration Committee. Dame Amelia has been Director of the Board of Investment AB Kinnevik since 2011. She is Non-Executive Chairman of Guardian Media Group Plc since 2009 (Non-Executive Director since 2007), Chairman of the Hedge Fund Standards Board in London since 2011 and is a Non-Executive Director of State Street Corpopresented their operations, and the opportunities for future in-depth cooperation between the companies were discussed.

Compliance with laws and regulations, responsibility and market confidence in Kinnevik are some of the key issues with which the Board actively works. The Corporate Responsibility Policy adopted by the Kinnevik Board, describes Kinnevik's policy on issues pertaining to social responsibility, environmental considerations and ethics.

A Remuneration Committee and an Audit Committee were established within the Board. These committees are preparatory bodies of the Board and do not reduce the Board's overall responsibility for the governance of the Company and the decisions made. The entire Board overtook during 2012 responsibility for the tasks that during 2011 were performed by the New Ventures Committee.

The Board complies with a formal performance review process to assess how well the Board, its committees and processes are performing and how they might be improved. The review also assesses the performance of each Board member, including the Chairman, and the contribution they make.

5IF #PBSE BQQPJOUFE -FHBM \$PVOTFM 5PCJBT )VMUÏO BT UIF Company Secretary. The Company Secretary is responsible for ensuring that rules of procedure are complied with and all Board Members can turn to the Secretary for advice and assistance in their work for the Board.

During 2012, the Kinnevik Board held nine meetings (excluding the statutory meeting), of which five were extra meetings held via telephone. The Board member Dame Amelia Fawcett was absent from three extra board meetings held via telephone and Allen Sangines-Krause was absent from one extra board meeting held via telephone. Other ordinary Board members were present at all Board meetings.

Remuneration Committee

The Remuneration Committee's assignments are stipulated in Chapter 9.1 of the Code, and comprise issues concerning salaries, pension terms and conditions, incentive programs and other conditions of employment for the management of the Parent Company and Presidents of the Group's business areas. The guidelines applied in 2012 are presented in Note 29 to the consolidated accounts, Personnel.

Cristina Stenbeck, Dame Amelia Fawcett, Wilhelm Klingspor and Erik Mitteregger were members of the Remuneration Committee during 2012. The Chairman of the Remuneration Committee was Wilhelm Klingspor.

The Remuneration Committee shall meet not less than once a year, and more frequently as required, at which minutes of these meetings shall be kept. The Remuneration Committee held six meetings during 2012, of which five were held via telephone. Dame Amelia Fawcett was absent from one meeting. The other members were present at all the meetings.

ration in Boston, USA since 2006 and Non-Executive Member of the UK Treasury Board since 2012. Dame Amelia is a Governor of the London Business School, Chairman of The Prince of Wales's Charitable Foundation, a Comissioner of the US-UK Fulbright Comission and a Trustee of Project Hope (UK). Dame Amelia held various managerial positions within Morgan Stanley 1987-2006 and was Vice Chairman and Chief Operating Officer of the European operations 2002-2006. Dame Amelia has a Law Degree from University of Virginia, USA, and a BA Magna cum Laude in History from the Wellesley College in Massachusetts, USA.

Wilhelm Klingspor

Born: 1962

Nationality: Swedish citizen

Independence: Independent of the Company and management and independent of major shareholders. Direct or related person ownership: 1,103.080 Class A shares and 780,071 Class B shares Committee work: Chairman of the Remuneration Committee. Member of the Audit Committee. Wilhelm has been Director of the Board of Investment AB Kinnevik since 2004 and was Director of Industriförvaltnings AB Kinnevik 1999-2004. He also serves as Director of the Board of BillerudKorsnäs AB since 2012 (Director of Korsnäs AB 2003-2012). Wilhelm is CEO of Hellekis Säteri AB. Wilhelm graduated as Forest Engineer from the Swedish University of Agricultural Sciences in Skinnskatteberg.

Erik Mitteregger

Born: 1960

Nationality: Swedish citizen Independence: Independent of the Company and management and independent of major shareholders. Direct or related person ownership: 35,000 Class A shares and 165,000 Class B shares Committee work: Chairman of the Audit Committee. Member of the Remuneration Committee. Erik has been Director of the Board of Investment AB Kinnevik since 2004. He also serves as Chairman of the Board of Wise Group AB since 2009, Director of the Board of Firefly AB, Metro International S.A. since 2009 and Tele2 AB since 2010. Erik was founding partner and Fund Manager at

Brummer & Partners Kapitalförvaltning AB 1995-2002. In 1989-1995 he was Head of Equity Research and

member of the Management Board at Alfred Berg Fondkommission.

Erik holds a B.Sc. in Economics and Business Administration from Stockholm School of Economics.

Allen Sangines-Krause Born: 1959

Nationality: UK and Mexican citizen

Independence: Not independent of the Company and management, independent of major shareholders.* Direct or related person ownership: -

Committee work: Member of the Audit Committee. Allen has been Director of the Board of Investment AB Kinnevik since 2007. He is also Chairman of the Board of Millicom International Cellular S.A. since 2010 (Director since 2008) and of BK Partners, an asset management company.

Allen was Managing Director with Goldman Sachs 1993-2008 where he was responsible for Investment banking and business development in Latin America, Spain, Russia and other CIS States. Allen holds a Ph.D. in Economics from Harvard University in Massachusetts, USA.

* See further Note 29 to the consolidated accounts, Personnel.

Audit Committee

The Audit Committee's assignments are stipulated in Chapter 8, Section 49b of the Swedish Companies Act. These tasks include maintaining and enhancing the efficiency of contact with the Group's auditors and conducting inspections of the procedures applied for accounting and financial reporting, as well as the internal audits within the Group. The Audit Committee's work focuses on the quality and accuracy of the Group's financial accounting and the accompanying reporting, as well as work on internal financial controls within the Company. Furthermore, the Audit Committee evaluates the auditors' work, qualifications and independence. The Audit Committee monitors the development of the accounting policies and requirements, discusses other significant issues connected with the Company's financial reporting and reports its observations to the Board.

Tom Boardman, Wilhelm Klingspor, Erik Mitteregger and Allen Sangines-Krause were members of the Audit Committee during 2012. The Chairman of the Committee was Erik Mitteregger.

The Audit Committee shall meet not less than four times annually. Minutes are kept at the Audit Committee's meetings and are reported to the Board at its next meeting. The Audit Committee held eight meetings during 2012, of which four were held via telephone. All members were present at all the meetings. The external auditors participated in most of the meetings and issued their reports on the results of their examination to both the Audit Committee and the Board of Directors both orally and in writing. The auditors also held an annual meeting with the Board without management being present.

The Board's description of internal control pertaining to the financial reporting for the 2012 fiscal year

The Board is responsible for internal control in accordance with the Swedish Companies Act and the Swedish Code of Corporate Governance. This description has been prepared in accordance with the Swedish Code of Corporate Governance, section 7.4 and Chapter 6, paragraph 6 and Chapter 7, paragraph 31 of the Annual Accounts Act (1995:1554), and is thus restricted to the internal control pertaining to the financial reporting.

Control environment

The purpose of the Board of Directors' rules of procedure and instructions for the CEO and Board committees is to ensure a distinct division of roles and responsibility that promotes the efficient management of operational and financial risks. The Board has also adopted a number of fundamental guidelines of significance to activities involving internal controls, which are described in Kinnevik's Policy and Procedure Manual and include instructions governing the financial reporting of results, authorization procedures, purchasing policies, investment policies, accounting principles, financial risk management and the internal audit. The Company's management reports regularly to the Board following established procedures. In addition, the Audit Committee reports on its work. The Company's management is responsible for the system of internal controls required for managing risks associated with on-going operations. This includes guidelines for the employees to ensure that they understand the importance of their particular roles in efforts to maintain efficient internal control. The Company's operational and financial risks are reported each quarter to the Board, including an analysis of their consequences and financial impact in the event of them materializing, and how and who exercises on-going control over each risk and how these can be minimized.

Risk assessment and control activities

Kinnevik has implemented a model for assessing the risk of errors in accounting and the financial reporting based on COSO's framework for internal control. The most significant items and processes in which the risk of significant errors can typically arise encompass intangible fixed assets and financial instruments in the income statement and balance sheet, and the investment process. Kinnevik has documented work routines and continuously evaluates how well the controls function pertaining to these items and processes. During 2012, the Audit Committee placed major focus on Kinnevik's policies and processes for valuation of unlisted holdings. To ensure that policies and internal processes function well, the Audit Committee commissioned external expertise in the area.

Internal audits

The Company engages independent auditors that are responsible for following up and evaluating work involved in risk management and internal control. This work includes the monitoring of compliance with set guidelines. The internal auditors conduct their work on instructions from the Audit Committee and are continuously reporting the results of their examination in the form of written reports to the Committee.

Information and communication

Kinnevik's Policy and Procedure Manual and other guidelines of importance to financial reporting are updated at least once annually. Both formal and informal information channels to Company management and the Board of Directors are available for important information from employees. For external communication, guidelines have been compiled in an Information Policy that ensures that the Company complies with the meticulous demands for correct information to the market and other various constituencies, such as shareholders, Board members, employees and customers.

Follow-up

The Board of Directors continuously evaluates the information provided by Company management and the Audit Committee. The Audit Committee's work to monitor the efficiency of Company management's efforts in this area is of particular importance to the follow-up of internal controls. This work includes ensuring that action is taken concerning those shortcomings and proposed measures that result from the internal and external audit.

Consolidated Statement of Income

for the period 1 January-31 December (SEK m)

Note 2012 2011
CONTINUING OPERATIONS
Revenue 2 1 591 330
Cost of goods and services 4 -957 -232
Gross profit 634 98
Selling costs -257 -3
Administration costs 4 -514 -242
Other operating income 3 92 23
Other operating expenses 3, 4 -53 -1
Operating profit/loss 2 -98 -125
Share of profit/loss of associates accounted for using the
equity method 10 -
Dividends received 5 4 264 4 947
Change in fair value of financial assets 6 -6 910 1 074
Interest income and other financial income 7 55 67
Interest expenses and other financial expenses 7 -255 -168
Profit/loss after financial items 2 -2 935 5 795
Taxes 10 -56 58
NET PROFIT/LOSS FROM CONTINUING OPERATIONS -2 991 5 853
Net profit from discontinued operations 32 3 473 702
NET PROFIT FOR THE YEAR 482 6 555
Of which attributable to:
Equity holders of the Parent Company
Net profit/loss from continuing operations -2 984 5 857
Net profit/loss from discontinued operations 3 462 696
Non-controlling interest
Net profit/loss from continuing operations -7 -4
Net profit/loss from discontinued operations 11 6
Earnings per share
Earnings per share before dilution, SEK 1.72 23.64
Earnings per share after dilution, SEK 1.72 23.62
From continuing operations:
Earnings per share before dilution, SEK 8 -10.77 21.13
Earnings per share after dilution, SEK 8 -10.77 21.11
Average number of shares outstanding before dilution 277 183 276 277 173 242
Average number of shares outstanding after dilution 277 483 454 277 396 143

Consolidated Statement of Comprehensive Income

for the period 1 January-31 December (SEK m)

Note 2012 2011
Net profit for the year 482 6 555
Other comprehensive income for the year
Translation differences -31 -3
Cash flow hedging 19 5 -82
Actuarial profit/loss 0 -14
Tax attributable to other comprehensive income -1 25
Total other comprehensive income for the year -27 -74
Total comprehensive income for the year 455 6 481
Total comprehensive income for the year attributable to:
Equity holders of the Parent Company 453 6 478
Non-controlling interest 2 3

Consolidated Statement of Cash Flow

for the period 1 January-31 December (SEK m)

Note 2012 2011
CONTINUING OPERATIONS
Operating profit for the year -98 -125
Adjustment for depreciation 114 53
Taxes paid -88 -1
Cash flow from operations before change in working capital -72 -73
Change in working capital -150 11
Cash flow from operations 9
-222
-62
Acquisition of subsidiaries 9
-532
-148
Sale of subsidiaries 9
106
-
Investments in tangible and biological fixed assets -92 -37
Investments in intangible fixed assets -13 -5
Investments in shares and other securities 9
-7 462
-2 632
Sales of shares and other securities 9
572
28
Dividends received 5
4 264
4 947
Change in loan receivables 219 -26
Interest received 55 26
Cash flow from investing activities -2 883 2 153
Borrowing 3 242 585
Amortisation of loans -2 149 -973
Interest paid -255 -100
Contribution from holders of non-controlling interest 32 -
Dividend paid to equity holders of the Parent company -1 524 -1 247
Dividend paid to holders of non-controlling interest -4 -4
Cash flow from financing activities -658 -1 740
CASH FLOW FOR THE YEAR FROM CONTINUING OPERATIONS -3 763 351
Cash flow for the period from discontinued operations
32
4 035 -319
CASH FLOW FOR THE YEAR
Exchange rate differences in liquid funds 272 32
0 0
Cash and bank, opening balance 182 150
Cash and bank, closing balance
18
454 182

Consolidated Balance Sheet

31 December (SEK m)

Note 2012 2011
ASSETS
Fixed assets
Intangible fixed assets 11 1 044 957
Tangible and biological fixed assets 11 281 6 526
Financial assets accounted at fair value through
profit and loss 12 59 953 58 615
Financial assets held to maturity 14 - 263
Investment in companies accounted for using the equity
method 13 79 242
Deferred tax assets 10 18 -
Total fixed assets 61 375 66 603
Current assets
Inventories 15 64 2 180
Trade receivables 16 372 771
Income tax receivable 36 25
Other current assets 17 331 307
Short-term investments 18 1 0
Cash and cash equivalents 18 453 182
Total current assets 1 257 3 465
TOTAL ASSETS 62 632 70 068
Note 2012 2011
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity 19
Share capital 28 28
Other contributed capital 8 840 8 840
Reserves -26 1
Retained earnings including net profit for the year 49 731 50 768
Shareholders' equity attributable to equity holders of the Parent Company 58 573 59 637
Non-controlling interest 67 50
Total shareholders' equity 58 640 59 687
Long-term liabilities
Interest-bearing loans 20 1 174 4 936
Provisions for pensions 21 37 534
Other provisions 22 4 9
Deferred tax liability 10 0 1 060
Other liabilities 14 12
Total long-term liabilities 1 229 6 551
Short-term liabilities
Interest-bearing loans 20 2 111 1 741
Provisions 22 28 19
Trade creditors 23 156 999
Income tax payable 59 10
Other liabilities 23 409 1 061
Total short-term liabilities 2 763 3 830
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 62 632 70 068
Pledged assets 26
Contingent liabilities 27

Movements in Shareholders' equity of the Group

Attributable to the Parent Company's shareholders
Retained
earnings
Other inclu Total
contri ding net Non share
Share buted Hedging Translation result for controlling holders'
capital capital reserve reserve the year Total interest equity
Opening balance, 1 January 2011 28 8 840 55 11 45 464 54 398 27 54 425
Other comprehensive income - - -61 -4 -10 -75 1 -74
Profit for the year - - - - 6 553 6 553 2 6 555
Total comprehensive income for the year - - -61 -4 6 543 6 478 3 6 481
Other changes in shareholders' equity
Acquisition, non-controlling interest - - - - - - 22 22
Contribution from non-controlling interest - - - - - - 2 2
Dividend paid to owners of non-controlling
interest
- - - - - - -4 -4
Effect of employee share saving pro
gramme
- - - - 8 8 - 8
Cash dividend 1) - - - - -1 247 -1 247 - -1 247
Closing balance, 31 December 2011 28 8 840 -6 7 50 768 59 637 50 59 687
Other comprehensive income - - 4 -29 - -25 -2 -27
Profit for the year - - - - 478 478 4 482
Total comprehensive income for the year 0 0 4 -29 478 453 2 455
Other changes in shareholders' equity
Acquisition, non-controlling interest - - - - - - 34 34
Contribution from non-controlling interest - - - - - - 32 32
Dividend paid to owners of non-controlling
interest
- - - - - - -4 -4
Discontinued operation - - 2 -4 - -2 -47 -49
Effect of employee share saving pro
gramme
- - - - 9 9 - 9
Cash dividend 2) - - - - -1 524 -1 524 - -1 524
Closing balance, 31 December 2012 28 8 840 0 -26 49 731 58 573 67 58 640

1) The Annual General Meeting held on 16 May 2011, resolved in favor of paying a cash dividend of SEK 4.50 per share, a total of SEK 1,247m.

2) The Annual General Meeting held on 7 May 2012, resolved in favor of paying a cash dividend of SEK 5.50 per share, a total of SEK 1,524m.

Notes to the Group's !nancial statements

Note 1 Summary of significant accounting policies

Statement of compliance

The consolidated accounts have been prepared in accordance with International Financial Reporting Standards (IFRS). Since the Parent Company is a company that is active in the EU, only EU-approved IFRS are applied. The consolidated accounts have also been prepared in accordance with Swedish law, with application of the Swedish Financial Reporting Board's recommendation RFR 1 Supplementary accounting regulations for Groups. The Parent Company's annual accounts have been prepared in accordance with Swedish law, and with application of the Swedish Financial Reporting Board's recommendation RFR 2 Reporting for legal entities. This means that the IFRS valuation and disclosure rules are applied but with the deviations reported in the Parent Company's accounting principles.

New and revised standards 2012

There are no new standards effective from 2012 that have had any effect on Kinnevik's financial position or results.

Future IFRS amendments

The IASB has published three new standards relating to consolidation; IFRS 10 Consolidated Financial Statements , IFRS 11, Joint Arrangements and IFRS 12 Disclosures of interests in Other Entities, as well as amended IAS 27 and IAS 28. The effective date for these standards is as from 1 January 2013, but the standards can be adopted earlier. The new standards have been endorsed by EU in 2012. As opposed to IFRS, EU requires that the new standards and amendments are applied as from 1 January 2014. Kinnevik will adopt the new standards and amendments as from 1 January 2014.

As per IFRS 10, controling interest is the determining factor for consolidation. The new standard clarifies the definition of de facto control. The main potential effect for Kinnevik is that the new definition of de facto control in IFRS10 can lead to a requirement for consolidation of some of the holdings that today are accounted at fair value through profit and loss. The new standards furthermore include more extensive disclosure requirements which will have an impact on Kinnevik's disclosures covering consolidated and unconsolidated entities. Kinnevik has not finalized the investigation of the impact on the financial statements in the period of initial adoption or in subsequent periods.

IASB has published IFRS 13, "Fair Value Measurement". The effective date for this standard is as from 1 January 2013, but the standards can be adopted earlier. The new standards have been endorsed by EU in 2012. Kinnevik will adopt the new standard from 1 January 2013. IFRS 3 is a framework for fair value measurement, but does not change which items that should be measured at fair value. The new standard includes more extensive disclosure requirements on fair value measurement. Kinnevik has concluded that the new standard will not have a significant effect on Kinnevik's financial statements. The standard will, however, affect the disclosure requirements for Kinnevik, especially for assets and liabilities in level 3 of the fair value hierarchy.

IASB has published amendments to IFRS 10, IFRS 12 and IAS 27 relating to Investment entities. For companies included in the definition of an "Investment entity", holdings in which the company has de facto control shall be measured at fair value as per IAS 39 Financial Instruments: Recognition and Measurement (IFRS 9 Financial Instruments, when it is in force) rather than consolidated. Kinnevik has not finalized the investigation of the impact on the financial statements in the period of initial adoption or in subsequent periods.

No other new or revised IFRS principles or interpretations are expected to have any effect on Kinnevik except for additional supplementary disclosures.

Basis of preparation of consolidated accounts

The consolidated financial statements have been prepared on a historical cost basis, except for investments in forest and other biological assets, derivative financial instruments and certain financial assets valued at fair value through profit and loss. The consolidated statements are presented in Swedish kronor (SEK) and all values are rounded to the nearest million except when otherwise indicated.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group as of 31 December each year. The financial statements of subsidiaries are prepared for the same reporting year as the Parent Company, using consistent accounting policies.

The consolidated financial statements include the Parent Company and all companies in which the Parent Company controls more than 50% of the votes or in any other way exercises a controlling influence.

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Where there is a loss of control of a subsidiary, the consolidated financial statements include the result for the part of the reporting year during which the Group has control.

The consolidated accounts are prepared using the purchase method. The difference between the acquisition value of shares in a subsidiary and the fair value of identifiable assets and liabilities of that subsidiary at the time of acquisition is reported as goodwill.

Intercompany transactions, balance sheet items and unrealized gains on transactions between companies are eliminated. Unrealized losses are also eliminated, unless the transaction evidences the need to write down the transferred asset.

Non-controlling interest

Non-controlling interest – consisting of the profit/loss portion and net assets in Group companies that do not accrue to the Parent Company's shareholders – are reported as a special item in consolidated shareholders' equity. In the consolidated income statement, the non-controlling interest share is included in reported earnings and information is given in connection with the Statement of income.

Foreign currency translation

The functional and presentation currency of the Parent Company and its Swedish subsidiaries is Swedish kronor (SEK). Transactions in foreign currencies are initially recorded in the functional currency exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rate of exchange ruling at the balance sheet date. Realized and unrealized exchange gains/losses on receivables and liabilities of an operating nature are reported in operating income, while exchange rate differences on financial assets and liabilities in foreign currencies are reported among financial items.

As at the reporting date, the assets and liabilities of subsidiaries that have not the same functional currency as the Group are translated at the rate of exchange ruling at the balance sheet date. Their income statements are translated at the average exchange rates for the year. The exchange differences arising on the translation are taken in other comprehensive income and as a separate component of equity. On disposal of a foreign entity, the deferred cumulative amount recognized in equity relating to that particular foreign operation is recognized in the income statement through Other comprehensive income.

Long-term monetary balances between the Parent Company and subsidiaries may be deemed to represent an extension or a contraction of the Parent Company's net investment in the subsidiary. Foreign currency differences arising on such balances are therefore charged as Other comprehensive income as a translation difference.

Intangible assets

Intangible assets with a finite useful life are measured on initial recognition at cost and are then carried at cost less accumulated amortization and any accumulated impairment losses. Amortization is calculated on a straight-line schedule based on the acquisition value of the asset and its estimated useful life.

Goodwill consists of the amount by which the acquisition value exceeds the fair value of the Group's share in the identifiable net assets of the acquired subsidiary/ associated company at the time of acquisition. Goodwill from the acquisition of subsidiaries is reported as intangible assets. Intangible assets including goodwill are tested for impairment annually to identify any possible need of a write-down and is reported at its acquisition value less accumulated write-downs. Gains or losses on the divestment of a unit include the remaining reported value of the goodwill relating to the divested unit.

Goodwill is distributed among cash-generating units when it is tested with respect to a possible need for a write-down.

Tangible and biological assets

Tangible assets are recognized at cost less deduction of accumulated depreciation and any impairment. The cost includes the purchase price, as well as expenses and borrowing costs directly attributable to the asset being put into position and in working order for utilization according to the purpose of the acquisition. Depreciation is calculated on a straight-line schedule based on the acquisition value of the asset and its estimated useful life. The assets residual values, useful lives and methods are reviewed, and adjusted if appropriate, at each financial year-end.

Biological assets are recorded at their fair value.

Impairment

Assets are assessed with respect to the reduction in their value whenever events or changes in circumstances indicate that the reported value might not be recoverable. To calculate the impairment requirement, assets are grouped in cash-generating units. An impairment loss is done in the amount by which the assets' reported value exceeds its recovery value. The recovery value is the higher of an assets' fair value, less the cost of sale and the value in use. The value in use comprises the present value of deposits and disbursements attributable to the asset during the time it is expected to be in use in operations, plus the present value of the net sales value at the end of the useful life.

Financial instruments

A financial asset or financial liability is recognized in the balance sheet when the Company becomes a party to the instrument's contractual terms. Accounts receivable are recognized when the invoice is sent. A liability is recognized when the counterparty has performed and there is a contractual obligation to pay, even if the invoice has not yet been sent.

A financial asset is derecognized from the balance sheet when the rights in the contract are realized, expired or the Company loses control over them. The same applies for a portion of a financial asset. A financial liability is derecognized from the balance sheet when the obligation in the contract is met or in some other manner is extinguished. The same applies for a portion of a financial liability.

Acquisition and divestment of financial assets are reported on the transaction date, which is the date on which the Company commits to acquire or divest the assets.

Financial assets

Financial assets, with the exception of loan receivables, trade receivables and assets held to maturity, are valued at their fair value through profit and loss.

The fair value of financial instruments traded on an active market is based on the market prices listed on the closing date. The listed market price used for the Group's financial assets is the current bid price. For companies with two classes of shares the market price for the most liquid share class is used.

Kinnevik's unlisted holdings are valued using the International Private Equity and Venture Capital Valuation Guidelines, whereby a collective assessment is made to establish the valuation method that is most suitable for each individual holding. Firstly, it is considered whether any recent transactions have been made at arm's length in the companies. For new share issues, consideration is taken to if the newly issued shares have better preference to the company's assets than earlier issued shares if the company is being liquidated or sold. For companies where no or few recent arm's length transactions have been performed, a valuation is conducted by applying relevant multiples to the company's historical and forecast key figures, such as sales, profit and equity. In such a comparison consideration is given to potential adjustments due to, for example, difference in size, historic growth and geographic market between the current company and the group of comparable companies. In the event that there is another method that would better reflect the fair value of the holding, the outcome from this method will be compared with the outcome of other relevant methods. After that, an assessment will be made of which method that best reflects the market capitalization of the current holding and the holding is valued according to this method.

Financial assets held to maturity are valued at the accrued cost by using the effective interest method.

When establishing the fair value of other financial instruments, methods that in every individual case are assumed to provide the best estimation of fair value have been used. For assets and liabilities maturing within one year, a nominal value adjusted for interest payments and premiums is assumed to provide a good approximation to fair value.

Information is provided in Note 30 for the Group per class of financial instruments that are valued at fair value in the balance sheet, distributed in the three levels stated below:

Level 1: Fair value established based on listed prices in an active market for the same instrument.

Level 2: Fair value established based on valuation techniques with observable market data, either directly (as a price) or indirectly (derived from a price) and not included in Level 1.

Level 3: Fair value established using valuation techniques, with significant input from data that is not observable in the market.

Associates

Companies in which the Group has significant influence and which is not a subsidiary are regarded as associated companies.

In accordance with IAS 28 point 1, listed and unlisted holdings in associated companies are reported at their fair value. As an exemption, associate that form part of a segment's operating activities are accounted using the equity method. When measuring the fair value of holdings in associates, the same methods are applied as for financial instruments.

Adjustments for intra-group profits/losses arising out of transactions with associated companies are made in connection with the calculation of the Group's consolidated interest in earnings and capital. Elimination of such intra-group profits/losses occurs in pace with their realization through the sale of the particular assets to external parties and/or by reduction of the Group's ownership interest in the associated company.

Loan receivables and trade receivables

Loan receivables and other receivables are non-derivative financial assets with defined or definable payments and defined maturities that are not listed on an active market.

Loan receivables and other receivables are valued at amortized cost by applying the effective interest method, deducting for doubtful debts. The effective interest method means that any premiums or discounts and directly attributable costs or income are recognized on an accrual basis over the life of the contract using the calculated effective interest. The effective interest is the interest which gives the instrument's cost of acquisition as a result when discounting the future cash flows.

Deduction for doubtful debts is based on individual assessment, considering payment capacity and expected future risk. Bad debts are written off when identified. The maximum risk corresponds to the financial instruments' reported value. Trade receivables generally have 30-90 day terms.

Financial liabilities

Financial liabilities not held for trading are measured at accrued acquisition value, which is determined based on the effective interest rate calculated when the liability was assumed. This means that surplus and deficit values as well as direct costs in conjunction with assuming of loans are distributed over the term of the liability.

Long-term liabilities have an expected term of exceeding one year, while current liabilities have a term of less than one year.

Trade payables have short expected term and are valued at nominal value.

Accounting for derivatives and hedging

The Group uses interest rate derivatives for converting variable interest rate to fixed interest rate. The interest rate derivatives are categorized as cash flow hedges.

The Group's has previously used futures contracts to cover the risk of changes in power prices. These futures contracts were divested as part of the sale of Korsnäs on 29 November 2012. These futures contracts were categorized as cash flow hedges.

All derivatives are reported initially and continually at their fair value in the balance sheet. Changes in the value of derivatives categorized as a cash flow hedge are reported as other comprehensive income and are reversed to the income statement in pace with effect of the hedge cash flow on earnings. Any ineffective portion of the change in value is reported directly in the income statement.

Inventories

Inventory of raw materials, consumables, work in progress and finished goods are valued at the lower of cost and net sales value. Inventory is valued on a First-In, First-Out (FIFO) basis.

The costs of purchase of inventories comprise the purchase price, import duties and other taxes (other than VAT), and transport, handling and other costs directly

attributable to the acquisition of inventories. Trade discounts, rebates and other similar items are deducted in determining the costs of purchase.

Net sales value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.

Employee remuneration

Following the divestment of Korsnäs on 29 November 2012, the Group only has defined benefit plans for some former employees within the Parent Company. The yearly expenses for these defined benefit plans are reported in Profit or Loss.

Prior to the sale of Korsnäs, the Group has a defined benefit pension plan covering employees in Sweden. The cost of providing benefits in accordance with this plan was determined via the Projected Unit Credit Method (PUCM method) on the basis of actuarial assumptions. Deviation from the actual pension expenses and return represented actuarial gains and losses. All actuarial gains and losses, plus any supplements for payroll taxes, were charged to other comprehensive income. Pension commitments were reported as a liability in the balance sheet. The liability was calculated on the basis of company-specific actuarial assumptions, with due consideration of such features as the estimated future pension increases.

Prior to the sale of Korsnäs, the Group also had a defined benefit multi-employer plan, which is insured with the mutual insurance company Alecta (ITP plan). There is a lack of information to permit the reporting of the Group's proportional share of the defined benefit commitment and of the plan assets and costs associated with this plan. Consequently, the plan is reported as if it were a defined contribution plan, which means that the expenses incurred are reported as a cost.

Share-based remuneration

Kinnevik has share-saving programs for which the fair value, calculated on the date of allotment, of the allotted share-based instruments is expensed over the vesting period and is recognized directly in equity. Instrument issued within the Group's sharesavings program consists of shares. Kinnevik classifies the share-related remuneration programs as transactions that will be regulated with equity instrument. The fair value of the shares consists of the market price on each allocation occasion. The cost is based on the Group's assessment of the number of shares that will be allotted. A new assessment of the anticipated number of allocated shares is performed at year-end. Fair value is restated on every balance-sheet date, to reflect calculations of social security costs expensed continuously over the vesting period in the various companies.

Other provisions

Provisions are reported when the Group has a legal or contractual obligation to fulfill the obligation, when it is likely that a payment or some other form of compensation is required to settle the undertaking and a reliable estimate of the amount can be made. Provisions are reported at their discounted present value when the time horizon exceeds two years. A provision for restructuring is reported when the Group has presented a detailed plan for the implementation of the measures and the plan has been communicated to the parties involved and soundly based anticipation is created.

Revenue recognition

Sale of products

Revenue from the sale of products, net of allowance for returns and discounts, is recognized when products are delivered and significant risks and benefits associated with ownership of the goods are transferred and can be reliably measured.

Rendering of services

Revenue from the sale of services is recognized at the time the service is rendered to the customer, after deductions for discounts.

Interest

Revenue is recognized as the interest accrues to the net carrying amount of the financial assets.

Dividends received

Dividends received are recognized when the shareholders' right to receive the payment is assessed as certain.

Research and Development costs

Research and development costs are charged to the income statement during the

year they arise, unless the Company can demonstrate that the amount will be able to generate future economic benefit.

Marketing costs

Advertising costs and other marketing activities are expensed as they arise.

Income tax

The total tax on the year's income consists of current and deferred tax. Taxes are stated in the income statement except when the underlying transaction is charged to other comprehensive income or directly against equity, in which case the related tax effect is also stated in equity. Current tax expense is the tax that is to be paid or received for the year in question, plus correction of tax expense for earlier periods. Deferred tax is calculated on the basis of the temporary differences between the book values of assets and liabilities and their value for tax purposes. The amounts are calculated on the basis of how these differences can be expected to be evened out and using the tax rates and rules in effect or announced as of the closing date. Temporary differences are not recorded in the case of differences attributable to interests in subsidiaries and associated companies that are not expected to be taxable in the foreseeable future. In the consolidated financial statements, untaxed reserves are divided into deferred tax liability and equity. The deferred tax asset component of deductible temporary differences and tax loss carry forwards is only recorded in so far as it is likely that these will result in a lower tax payment in the future.

Dividends paid

For dividends in kind, the net assets market value is recorded as dividend. Cash dividends to shareholders are recorded in the accounting period the dividend is approved.

Leases

Leases are classified in the consolidated accounts as financial leases or operational leases. A financial lease is when the financial risk and benefits are associated with the ownership of an item is essentially transferred from the lessee to the lessor, regardless of whether or not the lessee retains the legal right of ownership of the asset. For financial leases, the leasing asset is reported as an asset and the obligation for future payments as a liability in the balance sheet. An operating lease is a lease that does not fulfill the conditions for financial leases. For operating leases, the rental expense is reported in the lessee's accounts distributed equally over the period during which the asset is used, even if the payments are made according to some other schedule.

Cash flow statement

For purposes of the Parent Company and the consolidated cash-flow statements, the Group include cash and investments with original duration of maximum three months among cash and bank. The book value of these items corresponds to fair value.

Significant judgments and assumptions

The preparation of the annual financial statements and consolidated financial statements includes a number of estimates and assumptions. The application of these estimates and assumptions affects the reporting and disclosures. Accounting policies that require more significant judgments by the Board and the management in the application of IFRS, and assumptions and estimations in matters that are inherently uncertain, are summarized below.

In accordance with IAS 28, that deals with accounting for shares in associated companies, Kinnevik can recognize such shares at fair value through profit or loss or apply the equity method of accounting. The Board and management has made the judgement that an accounting at fair value through profit or loss most often reflects in the best way how the Group follows and evaluates its shares in associated companies. Shares in associated companies are therefore most often reported at fair value in the balance sheet, whereas the change in fair value affects the result for the year. Consequently, the reported results and equity of Kinnevik are primarily affected by changes in the fair value of the shares and only indirectly by the reported results of the associated companies, as opposed to an accounting according to the equity method.

Valuation of unlisted holdings are to a higher degree based on estimates and assumptions than valuation of holdings traded on an active market.

When estimating provisions (Note 22) it could have a material impact on the financial statements. The estimates used are based on experience, market information and practice, and are regularly reviewed.

Note 2 Segment reporting

1 Jan-31 Dec 2012 Metro Other operating
subsidiaries
Parent Company
& other
Eliminations Total Group
Revenue 1 234 349 8 - 1 591
Operating costs -1 151 -418 -127 - -1 696
Depreciation -18 -11 -3 - -32
Other operating income and expenses 4 35 - - 39
Operating profit/loss 69 -45 -122 - -98
Share of profit/loss of associates accounted for
using the equity method
10 - - - 10
Dividends received 0 - 4 264 - 4 264
Change in fair value of financial assets 0 - -6 910 - -6 910
Interest income and other financial income 14 - 41 - 55
Interest expenses and other financial expenses -69 -8 -178 - -255
Profit/loss after financial items 24 -53 -2 906 - -2 935
Investments in subsidiaries and financial fixed
assets
845 110 7 063 - 8 018
Investments in intangible and tangible fixed assets 17 82 6 - 105
Impairment of goodwill - -22 - - -22
Assets and liabilities
Operating assets 1 479 580 264 -195 2 128
Financial fixed assets 171 5 60 258 -384 60 050
Short-term investments, cash and cash equivalents 250 47 157 - 454
Total assets 1 900 632 60 679 -579 62 632
Operating liabilities 342 72 256 - 670
Provision for pensions - - 37 - 37
Interest-bearing loans 357 81 3 426 -579 3 285
Total liabilities 699 153 3 719 -579 3 992
1 Jan-31 Dec 2011 Other operating
subsidiaries
Parent Company
& other
Total Group
Revenue - 318 12 - 330
Operating costs - -332 -121 - -453
Depreciation - -22 -2 - -24
Other operating income and expenses - 15 7 - 22
Operating profit/loss -21 -104 - -125
Dividends received - - 4 947 - 4 947
Change in fair value of financial assets - - 1 074 - 1 074
Interest income and other financial income - - 65 - 65
Interest expenses and other financial expenses - - -166 - -166
Profit/loss after financial items -21 5 816 - 5 795
Investments in subsidiaries and financial fixed assets - 143 3127 - 3 270
Investments in intangible and tangible fixed assets - 39 2 - 41
Impairment of intangible fixed assets - -11 - - -11
31 Dec 2011 Paper &
Packaging
Other operating
subsidiaries
Parent Company
& other
Eliminations Total Group
Assets and liabilities
Operating assets 10 108 828 57 - 10 993
Financial fixed assets 2 477 4 58 271 -1 859 58 893
Short-term investments, cash and cash equivalents 76 101 5 182
Total assets 12 661 933 58 333 -1 859 70 068
Operating liabilities 1 436 164 510 - 2 110
Provision for pensions 496 - 38 - 534
Deferred tax liability 1 052 8 0 - 1 060
Interest-bearing loans 4 792 200 3 544 -1 859 6 677
Total liabilities 7 776 372 4 092 -1 859 10 381

Kinnevik is a diversified company whose business consists of managing a portfolio of investments and to conduct operations through subsidiaries. The Kinnevik Group's accounting is, starting from 2012, distributed on the following three accounting segments:

    1. Metro was acquired on 31 March and constitutes a segment from 1 April 2012.
    1. Other operating subsidiaries Rolnyvik, Vireo Energy, Relevant Traffic (until November 2012), Duego Technologies, Saltside, Milvik and G3 Good Governance Group.
    1. Parent Company & other all other companies and financial assets (including change in fair value of financial assets).

Korsnäs, which was divested on 29 November 2012, was earlier reported under the segment Paper & Packaging but has been reported as discontinued operations during 2012. Comparative figures have been recalculated with respect of the divestment of Korsnäs and Latgran. Latgran was earlier reported under Other operating subsidiaries.

This distribution coincides with management's internal structure for controlling and monitoring the Group's operations. The comparative figures have been recalculated.

The accounting policies for the business segments coincide with the Group's accounting policies.

Revenue comprises total sales proceeds net of sales discounts, VAT and other taxes directly connected to the revenue.

Of total revenue of SEK 1,591m (330), SEK 58m (45) is attributable to sale of goods and SEK 1,533m (285) to sale of services.

External revenue cover sales to all parties other than the Parent Company and its subsidiaries. For information on sales to related parties, refer to Note 28. Internal sales prices are set in the same manner as external sales, that is, on commercial terms.

Intra-Group revenue in the Parent Company totaled SEK 17m (18).

Operating assets entail intangible and tangible fixed assets, investments in companies accounted for using the equity method, inventories and short-term non interest-bearing receivables.

Operating liabilities entail other provisions and short-term non interest-bearing liabilities.

Revenue distributed by geographic market

2012 2011
Sweden 575 102
Other Nordic countries 126 120
Rest of Europe 307 59
North and South America 371 28
Asia 193 18
Africa 19 3
1 591 330

The geographic distribution of revenue is based upon the geographic location of the buyer.

Distribution of assets by geographic market

2012 2011
Operating assets
Sweden 757 10 202
Rest of Europe 1 070 791
Rest of the world 301 -
Other assets
Financial fixed assets 60 050 58 893
Short-term investments, cash and cash equivalents 454 182
62 632 70 068

Distribution of investments in tangible and intangible assets by geographic market

2012 2011
Sweden 11 2
Rest of Europe 88 39
Rest of the world 6 -
105 41

Note 3 Other operating income and other operating expenses

2012 2011
Royalties 35 -
Re-charged expenses 39 -
Other 18 23
Other operating income 92 23
2012 2011
Impairment of goodwill 22 -
Other 31 1
Other operating expenses 53 1

Note 4 Depreciation and impairment

2012 2011
Operating profit/loss includes depreciation and im
pairment as follows:
Buildings, land and land improvements -3 -2
Machinery and other technical plants -4 -4
Equipment and tools -12 -3
Intangible fixed assets, depreciation -13 -4
Impairment of goodwill -22 -11
-54 -24
2012 2011
Depreciation and impairment is split per cost category
as follows:
Cost of sold goods and services -4 -6
Administration costs -28 -3
Other operating costs -22 -15
-54 -24

Note 5 Dividends received

2012 2011
Financial assets accounted to fair value
Associated companies
Millicom International Cellular S.A. 1 407 1 187
Modern Times Group MTG AB 122 101
Tele2 AB 1 761 3 659
Rocket Internet GmbH 974 -
4 264 4 947

Note 6 Change in fair value of financial assets

2012 2011
Millicom -4 805 1 778
Tele2 -2 263 -786
Transcom 41 -314
Telecom & Services -7 027 678
Zalando, direct owned shares 1 563 38
Groupon, direct owned shares -628 747
Rocket Internet with other portfolio companies -322 1 775
Avito (direct and indirect via Vosvik) 538 -
CDON Group 35 108
Other Online 1 6
Online 1 187 2 674
Metro International shares and warrants 39 -382
Modern Times Group MTG -1 394 -1 573
Media -1 355 -1 955
BillerudKorsnäs 294 -
Papper & Packaging 294 -
Bayport Management 65 73
Seamless 30 -
Microfinancing 95 73
Black Earth Farming -104 -396
Agriculture & Renewable energy -104 -396
Total -6 910 1 074

Out of change in fair value of financial assets, SEK -8,755 m (-818) relates to assets traded on an active market, Level 1.

Note 7 Financial income and expenses

2012 2011
Interest income, cash and cash equivalents 14 4
Interest income financial assets accounted at fair value 17 24
Interest income financial assets held to maturity 10 38
Exchange differences 14 1
Financial income 55 67
Interest expenses, loans from credit institutions -200 -116
Accrued financing costs, loans from credit institutions -36 -8
Interest expense PRI -1 -1
Other financial expenses -18 -43
Financial expenses -255 -168
Net financial income/expenses -200 -101

Note 8 Earnings per share

Earnings per share are calculated by dividing profit for the year attributable to holders of shares in the parent company by a weighted average number of shares outstanding. Earnings per share after dilution is calculated by dividing profit for the year attributable to holders of shares in the parent company by the average of the number of shares outstanding during the year, adjusted for the dilution effect of potential shares from outstanding share saving plans.

2012 2011
Net profit for the year attributable to the
equity holders of the Parent company
-2 984 5 857
Average number of shares outstanding 277 183 276 277 173 242
Earnings per share before dilution, SEK -10.77 21.13
Average number of shares outstanding 277 183 276 277 173 242
Effect from outstanding share saving
program
300 178 222 901
Average number of shares outstanding after
dilution
277 483 454 277 396 143
Earnings per share after dilution, SEK 1) -10.77 21.11

1) No dilution when results are negative.

Note 9 Supplementary cash flow information

2012 2011
Operations
Profit/loss for the year -2 991 5 853
Adjustment for non cash items in operating profit/loss
Depreciation 32 24
Impairment of goodwill 22 0
Change in fair value of financial assets 6 910 -1 074
Dividends received -4 263 -4 947
Interest net 200 101
Incremental cash items from operations
Other 50 -30
Adjustment of paid/unpaid taxes -32 0
Cash flow from operations before
change in working capital
-72 -73
Change in working capital -150 45
Change in working capital, acquired operation 0 -34
Cash flow from operations -222 -62
Acquisition of subsidiaries
Metro (net of acquired cash balance), see note 33 438 -
G3 Group (net of acquired cash balance) 89 143
KinnAgri 5 -
Audit Value - 5
532 148
Investments in shares and other securities
Transcom WorldWide - 170
Total Telecom & Services 170
Zalando 3 658 828
Bigfoot I 1 003 359
BGN Brilliant Sevices (Bigfoot II) 532 228
Home24 428 363
Wimdu 86 275
TIN Brilliant Services (BigCommerce) 289 -
Rocket Internet 472 -
Rocket Internet, other portfolio companies 159 620
Avito 50 62
CDON - 101
Other Online investments 67 97
Total Online 6 744 2 933
Media 19 -
Bayport 116 -
Seamless 35 -
Other Microfinancing 36 19
Total Microfinancing 187 19
Black Earth Farming 132 -
Total Agriculture 132 -
Total investments other shares and securities 7 082 3 122
of which paid during the period
Paid on investments made in earlier periods
6 972
490
2 632
-
Cash flow from investments other shares and secu
rities 7 462 2 632
2012 2011
Sales of shares in subsidiaries
Metro Netherlands 98 -
Relevant Traffic 8 -
106 -
Sales of shares and other securities
Groupon 569 -
Kintas Ltd (RawAgro) - 28
Other 3 -
572 28

Note 10 Taxes

2012 2011
Distribution of profit/loss after financial items
Sweden -2 958 5 677
Outside Sweden 23 118
-2 935 5 795
Distribution of current tax expense
Sweden -36 -137
Outside Sweden -20 -17
Distribution of deferred tax expense
Sweden -2 -16
Outside Sweden 2 -1
Total tax charge for the year -56 59
Current tax expense
Tax expense for the period -35 78
Adjustment of tax expense for previous years -21 -2
-56 76
Deferred tax expense
Deferred tax related to temporary differences - 4
Deferred tax expense on utilization of tax loss carryfor
wards
- -21
- -17
Total tax expense for the year -56 59

Reconciliation of effective tax rate

2012 % 2011 %
Profit/loss before tax -2 935 5 795
Income tax at statutory rate of
Parent Company, 26.3%
772 -26.3% -1 524 26.3%
Foreign tax rate differential 10 -0.3% 5 -0.1%
Change in fair value of financial assets -1 817 61.9% 281 -4.9%
Non-taxable dividends received 1 121 -38.2% 1 301 -22.5%
Tax attributable to previous years -21 0.7% -2 0.0%
Other non-taxable income - - 3 -0.1%
Impairment of goodwill 6 -0.2% 0 0.0%
Other non-taxable expenses - - -6 0.1%
Used and recognized tax loss carry
forwards, not earlier recognized
-127 4.3% 0 0.0%
Other - - 1 0.0%
Effective tax/tax rate -56 1.9% 59 -1.0%

During the year, a tax cost of SEK 1m (income 25) has been recognised against other comprehensive income. No tax has been recognised against shareholders' equity.

2012 2011
Deferred tax assets
Pensions and other provisions - 16
Tax loss carryforwards 13 0
Temporary differences 5 -
Cash flow hedging reported through other comprehensive
income - 3
18 19
Provisions for deferred tax
Tangible and biological fixed assets - -1 079
- -1 079
Net receivable/provision for deferred tax 18 -1 060

Deferred tax is not stated for associated companies, subsidiaries and other shareholdings, as any dividend paid by these companies will not give rise to a tax liability, and divestments may be made without giving rise to capital gains taxation.

For warrants held in companies within Online and Microfinancing, no deferred tax was taken into account since they are not expected be sold but will instead be utilized for share subscriptions.

2012 2011
Distribution of deferred tax assets
Sweden 9 19
Outside Sweden 9 0
18 19
Distribution of provisions for deferred tax
Sweden - -1 070
Outside Sweden - -9
- -1 079
Net receivable/provision for deferred tax 18 -1 060

Tax loss carryforwards

The Group's tax loss carryforwards amounted to SEK 4,688m (66) at 31 December, of which SEK 4,241m within Metro. SEK 428m (48) is attributable to Sweden and SEK 4,223m to Luxembourg and other countries with eternal duration. SEK 33m has a duration of more than 5 years and and the remaining amount is limitied to three to five years. A deferred tax asset of SEK 18m (0) was recognized in the consolidated balance sheet.

Tax disputes

In February 2012 the Swedish Tax Agency informed Kinnevik that they intend to demand that Kinnevik pay withholding tax amounting to SEK 702m. During the fourth quarter, Kinnevik received a decision on the issue from the Swedish Tax Agency. The Swedish Tax Agency considers that withholding tax should be lodged on an intra-Group distribution of Kinnevik class A shares ("the Shares"), which Kinnevik received in connection with the acquisition of Emesco AB in 2009. The distribution of the Shares took place after Kinnevik's acquisition of Emesco, and Kinnevik subsequently transferred the Shares to the sellers as part of the purchase consideration for Emesco. The Swedish Tax Agency is of the opinion that Kinnevik received the distribution on behalf of the sellers, and that the distribution is withholding tax liable in accordance with Section 4, paragraph 3 of the Swedish Withholding Tax Act.

Kinnevik vehemently refutes the Swedish Tax Agency's view that the Withholding Tax Act is applicable to the distribution of the class A shares. The Swedish Tax Agency's interpretation is in Kinnevik's view contrary to the purpose of the mentioned rule, which is to tax dividends on temporary shareholdings transferred through loans or similar transactions in connection with the date of distribution. In Kinnevik's case, Kinnevik acquired the Emesco shares in September 2009 and continues to hold them as a wholly owned subsidiary of the Group. Kinnevik is of the opinion that the Swedish Tax Agency has chosen to interpret the Withholding Tax Act in a manner that is not compatible with the wording or purpose of the Act, its legislative history

or case law, and Kinnevik strongly refutes the Swedish Tax Agency's demands. All of Kinnevik's legal advisors confirm Kinnevik's view on the matter. Kinnevik has appealed the Swedish Tax Agency's decision, and deferred payment of any tax. No provision has been made in the accounts for the tax exposure.

In 2010, the Swedish Tax Agency submitted a petition to the Administrative Court that Kinnevik's sale of the indirectly held shares in Invik in 2007 was not tax-exempt as reported in Kinnevik's accounts. In December 2012, the Swedish Administrative Court of Appeal approved Kinnevik's appeal to treat the gain on the sale as tax free and thereby rejected the Swedish Tax Agency's claim to apply the Tax Evasion Act on the transaction. The gain on the sale amounted to SEK 822m. Kinnevik had not provided for any potential additional tax as a result of the dispute, why the decision had no effect on Kinnevik's financial statements or cash flow.

Note 11 Intangible and tangible fixed assets

Intangible fixed assets

Goodwill Other intangible
fixed assets
2012 2011 2012 2011
Opening acquisition value 1 011 873 35 29
Assets in acquired operations - - 124 -
Investments for the year 533 138 422 8
Disposals/scrapping for the year -932 - -30 -
Reclassification for the year 4 - 3 -2
Translation difference -18 - - -
Closing acquisition value 598 1 011 554 35
Opening accumulated depreciation -71 -71 -18 -3
Assets in acquired operations - - -73 -
Depreciations for the year - - -13 -4
Disposals/scrapping for the year 89 - - -
Impairments for the year -22 - - -11
Closing accumulated depreciation -4 -71 -104 -18
Closing book value 594 940 450 17

Other intangible fixed assets as per 31 December 2012 mainly refers to the acquired trademark Metro, which was valued at SEK 422m. The trademark's useful life is estimated to be indefinit, as the trademark has a high recognition factor in the countries where Metro is established and as there are no known factors that limit the use of the trademark.

Goodwill that has arisen through company acquisitions is mainly distributed among two cash-generating units: G3 Good Governance Group (G3) and Metro. An impairment test was performed at the end of 2012.

The value in use for G3 and Metro was calculated on the basis of discounted cash flows, assuming an annual growth rate of 2%, and based on the budget for 2013 for both units and a pretax discount interest rate of 15% (15%), corresponding to the companies' average cost of capital. No impairment requirement for the goodwill on these units was identified. Nor did a sensitivity analysis, whereby the discount interest rate was increased by one percentage point and cash flow was reduced by 10%, give rise to any impairment requirement.

The acquisition of Metro generated goodwill of SEK 371m and investments within G3 generated goodwill of SEK 79m in 2012.

Current year impairments of goodwill is mainly related to Relevant Traffic, which has been divested during 2012.

Goodwill distributed on cash-generating units

2012 2011
G3 Good Governance Group 217 135
Metro 371 -
Korsnäs - 769
Latsin - 15
Relevant Traffic - 18
Other 6 3
Closing book value 594 940

Tangible and biological fixed assets

For purposes of calculating depreciation, tangible and biological fixed assets are classified on the basis of their estimated useful economic lives according to the following categories:

Industrial buildings 20 – 67 years
Office buildings 20 – 67 years
Residential buildings 20 – 67 years
Land improvements 25 – 30 years
Machinery and equipment 3 – 25 years
2012 Buildings, land, land
improvements
Forest, agricultural
properties
Machinery, technical
plants
Equipment,
tools
Construction in
progress, advances
Total
Opening acquisition values 2 094 124 12 352 357 458 15 385
Assets in acquired operations - - -7 122 - 115
Assets in divested operations -2 053 -3 -12 705 -376 -511 -15 648
Investments for the year 16 2 16 19 657 710
Disposals/scrapping for the year -0 -3 -36 -34 - -73
Reclassification for the year 50 - 447 79 -575 1
Translation difference -4 5 -5 0 -3 -7
Closing acquisition values 103 125 62 167 26 483
Opening accumulated depreciation -1 226 -4 -7 325 -304 - -8 859
Assets in acquired operations - - - -85 - -85
Assets in divested operations 1 250 - 7 782 284 - 9 316
Disposals/scrapping for the year 0 - 22 17 - 39
Depreciation for the year -59 -9 -513 -31 - -612
Translation difference 1 -1 1 -2 - -1
Closing accumulated depreciation -34 -14 -33 -121 - -202
Closing book value 69 111 29 46 26 281
2011 Buildings, land, land
improvements
Forest, agricultural
properties
Machinery, technical
plants
Equipment,
tools
Construction in
progress, advances
Total
Opening acquisition values 2 041 133 11 689 342 421 14 626
Assets in acquired operations - - 1 3 - 4
Investments for the year 12 2 83 7 687 791
Disposals/scrapping for the year -6 - -9 -2 - -17
Reclassification for the year 47 - 593 7 -647 0
Translation difference - -11 -5 - -3 -19
Closing acquisition values 2 094 124 12 352 357 458 15 385
Opening accumulated depreciation -1 166 -5 -6 778 -292 0 -8 241
Disposals/scrapping for the year 1 - 7 2 - 10
Depreciation for the year -61 -1 -556 -14 - -632
Translation difference - 2 2 - - 4
Closing accumulated depreciation -1 226 -4 -7 325 -304 0 -8 859
Closing book value 868 120 5 027 53 458 6 526

Note 12 Financial fixed assets accounted to fair value through profit and loss

Capital/votes (%) Book value
Company name Reg no Type of holding Registered office 2012 2011 2012 2011
Millicom International Cellular S.A. Associated company Luxembourg 38/38 37/37 21 283 26 088
Tele2 AB 556410-8917 Associated company Stockholm 31/48 31/48 15 867 18 129
Transcom WorldWide S.A. Associated company Luxembourg 33/40 33/40 230 189
Telecom & Services 37 380 44 406
ARM Private Equity Fund LP Fund participation Nigeria 18/18 18/18 23 24
Avito Holding AB 556690-0113 Associated company Stockholm 22/22 30/30 520 181
Beauty Trend Holding GmbH Associated company Germany 45/45 24/24 121 125
BGN Brillant Services GmbH (Bigfoot II) Associated company Germany 32/32 12/12 708 134
Bigfoot GmbH (Bigfoot I) Associated company Germany 30/30 25/25 1 479 524
Brillant 1260 GmbH Associated company Germany - 26/26 - 45
Brillant 1261 GmbH Associated company Germany - 15/15 - 23
Brillant 1262 GmbH Associated company Germany - 15/15 - 22
Captalis S.L. Associated company Spain 25/25 19/19 15 9
CDON Group AB 556035-6940 Associated company Malmö 25/25 25/25 664 629
Celadorco Investments Ltd Associated company Cyprus - 14/14 - 22
Celadorco Investments Ltd, loan Other investment - - - 16
E-motion Advertising Ltd Associated company Nigeria 29/29 28/28 31 30
Facettes GmbH Associated company Germany 10/10 10/10 20 20
Groupon, directly held shares Other investment USA - 1/1 - 1 197
Home 24 GmbH Associated company Germany 24/24 9/9 754 134
Iroco Partners Ltd Other investment Nigeria 14/14 - 26 -
Jade 1158 GmbH Associated company Germany 32/32 23/23 86 67
Jade 1159 GmbH Associated company Germany 24/24 18/18 64 45
Jade 1216 GmbH Associated company Germany - 18/18 - 45
Jade 1217 GmbH Associated company Germany 10/10 10/10 21 22
Jade 1218 GmbH Associated company Germany 20/20 20/20 43 45
Jade 1224 GmbH Associated company Germany - 29/29 - 45
Jade 1239 GmbH Associated company Germany - 26/26 - 45
Jade 1240 GmbH Associated company Germany - 15/15 - 23
Jade 1221 GmbH Associated company Germany 20/20 20/20 43 45
Jade 1223 GmbH Associated company Germany 26/26 26/26 43 45
Jade 1229 GmbH Associated company Germany - 14/14 - 22
Jade 1238 GmbH Associated company Germany 26/26 26/26 43 45
Jade 1246 GmbH Associated company Germany - 10/10 - 22
Jade 1259 GmbH Associated company Germany - 11/11 - 22
Jade 1267 GmbH Associated company Germany - 13/13 - 22
Jade 1289 GmbH Associated company Germany - 13/13 - 22
Jade 1290 GmbH Associated company Germany 13/13 13/13 134 45
Jade 1314 GmbH Associated company Germany 17/17 14/14 28 23
Jade 1333 GmbH Associated company Germany - 18/18 - 22
Jade 1352 GmbH Associated company Germany 13/13 - 21 -
Jade 1353 GmbH Associated company Germany 14/14 - 22 -
Jade 1358 GmbH Associated company Germany 11/11 - 21 -
Jade 1367 GmbH Associated company Germany 9/9 - 9 -
Jade 1368 GmbH Associated company Germany 8/8 - 11 -
Merx Technologies Ltd Associated company Nigeria 45/45 - 29 -
Ozon Holdings Limited Other investment Cyprus 1/1 - 34 -
Pinspire GmbH Associated company Germany 16/16 16/16 21 22
R2 International Internet GmbH Associated company Germany 36/36 33/33 9 9
Rocket Internet GmbH Associated company Germany 24/24 12/12 2 692 2 378
TIN Brillant Services GmbH (BigCommerce) Associated company Germany 12/12 - 286 -
Wimdu GmbH Associated company Germany 29/29 20/20 345 268
Vosvik AB 556757-1095 Associated company Stockholm 50/50 50/50 423 175
Capital/votes (%) Book value
Company name Reg no Type of holding Registered office 2012 2011 2012 2011
Zalando GmbH Associated company Germany 26/26 13/13 6 279 1 058
Other Other investment - 4
Online 15 068 7 721
Metro International S.A. Associated company Luxembourg - 47/42 - 148
Metro International S.A. warrants Other investment Luxembourg - - - 129
Modern Times Group MTG AB 556309-9158 Associated company Stockholm 20/49.9 20/49.8 3 042 4 436
Other Other investment - - 84 -
Media 3 126 4 713
BillerudKorsnäs AB 556025-5001 Associated company Stockholm 25/25 - 3 161 -
Bergvik Skog AB 556610-2959 Other investment Falun 0 5/5 - 653
Other Other investment - - - 3
Paper & Packaging 3 161 656
Bayport Management Ltd Associated company Mauritius 43/43 31/31 586 405
Bayport Management Ltd, bond Other investment - 175
Bayport Management Ltd, promissory note Other investment - 35
Billpay GmbH Associated company Germany 10/10 - 22 -
Bayport Colombia S.A. Other investment Colombia 15/15 15/15 7 7
Microvest II Fund participation USA 42 27
Seamless Distribution AB 556610-2660 Other investment Stockholm 12/12 - 65 -
Microfinance 722 649
Black Earth Farming Ltd Associated company Jersey 25/25 25/25 456 427
Other Other investment - - 3 3
Agriculture & Renewable Energy 459 430
Other Other investment - - 37 40
Total 59 953 58 615

Out of book value of financial assets accounted at fair value through profit and loss, 75% (88%) relates to assets traded on an active market, Level 1 assets.

Change in book value

Telecom &
Services
Online Media Paper &
Packaging
Micro
financing
Agriculture
and Renewa
ble Energy
Other Total
Opening balance, 1 January 2011 43 557 2 128 6 668 561 523 848 39 54 324
Investments 170 2 932 - - 55 - - 3 157
Change in value of remaining holdings, refer
to Note 6
678 2 668 -1 955 97 71 -396 - 1 163
Disposals - - - - - -21 - -21
Translation differences 1 -7 - -2 - -1 1 -8
Closing balance, 31 December 2011 44 406 7 721 4 713 656 649 430 40 58 615
Investments - 6 742 86 2 867 1) 187 131 - 10 013
Reclassifications - - -316 - - - - -316
Change in value of remaining holdings, refer
to Note 6
-7 027 1 187 -1 355 294 95 -104 - -6 910
Disposals - -572 - -656 - - -3 -1 231
Amortisation of loan receivables - - - - -210 - - -210
Translation differences 1 -10 -2 - 1 2 - -8
Closing balance, 31 December 2012 37 380 15 068 3 126 3 161 722 459 37 59 953

1) Shares received in BillerudKorsnäs AB at the sale of Korsnäs AB.

Note 13 Investments in companies accounted for using the equity method

Type av holding Reg no Registered
Office
Capital/Votes (%) 2012 2011
Altlorenscheurerhof S.A. Associated company Luxembourg 33/33 11 11
Bomhus Energi AB Joint Venture 556793-5217 Gävle -/- - 227
Cuponatic Chile S.A Associated company Chile 26/26 6 -
Cuponatic Latam S.A Associated company Chile 26/26 6 -
Metro Publicações do Brasil S.A. Associated company Brazil 30/30 56 -
Publimetro Guatemala S.A. Associated company Guatemala 25/25 1 -
Shared Services S.A. Associated company Luxembourg 30/30 0 0
Vindin AB Associated company 556713-5172 Stockholm -/- - 4
Closing balance 79 242

The Group's part of total assets in other associated companies' exceed the book value of SEK 79m.

Note 14 Financial assets held to maturity

2012 2011
Metro International S.A., debenture - 263
Total - 263
2012 2011
Opening balance, book value, 1 January 263 225
Accrued interest income - 38
Acquisition of Metro -263 -
Closing balance, book value, 31 December - 263
Market value, 31 December - 287

Note 15 Inventories

2012 2011
Raw materials and consumables 19 777
Felling rights - 92
Work in progress 16 94
Finished products and goods for resale 28 1 027
Advance payments to suppliers 1 190
64 2 180

The inventories are valued at aquisition value.

Note 16 Trade receivables

2012 2011
Trade receivables 383 790
Reserve for doubtful accounts -11 -19
372 771

Trade receivables overdue more than 90 days, but not provided for, amounts to SEK 21m (15).

Bad debt provision

2012 2011
Opening balance, 1 January 19 10
Provisions in acquired operations 12 2
Provisions in divested operations -19 -
Provisions during the year 4 9
Confirmed losses -3 -1
Recovery of previous provisions -2 -1
Closing balance, 31 December 11 19

Note 17 Other current assets

2012 2011
Accrued interest income 0 6
Accrued insurance compensation - 45
Other accrued income and prepaid expenses 84 81
Other receivables 247 175
331 307

Note 18 Cash and cash equivalents

2012 2011
Cash at banks 453 182
Short term investments 1 0
454 182

Short term investments are cash at banks invested with a maximum original duration of three months.

In addition to cash and cash equivalents reported above, the Group had on 31 December undrawn credit facilities of SEK 4,575m (5,283).

Note 19 Shareholders' equity

Share capital

Share capital refers to the Parent Company's share capital; refer to Note 11 for the Parent Company.

Other contributed capital

Other contributed capital consist of the Parent Company's share premium reserve, which arose through the conversion of convertible loans in 1997 and 1998, capital injected in conjunction with the merger between Invik & Co. AB and Industriförvaltnings AB Kinnevik in 2004, capital injected in conjunction with a new share issue when acquiring the assets in Emesco AB 2009, as well as by the Parent Company's legal reserve.

Hedging reserve

Hedging reserve Gross Tax Net
Opening balance 1 January 2011 75 -20 55
Transferred to the income statement -14 4 -10
Change for the year -69 18 -51
Closing balance 31 December 2011 -8 2 -6
Transferred to the income statement 6 -2 4
Discontinued operations 2 0 2
Closing balance 31 December 2012 - - -

Retained earnings including net profit for the year

Retained earnings that are reported in the Group include the current and preceding year's profit.

Capital

Kinnevik's managed capital consists of shareholders' equity. There are no other external capital requirements, other than what is specified in the Swedish Companies Act. For dividend policy and leverage targets, please refer to the Board of Directors' report.

Note 20 Interest-bearing loans

2012 2011
Interest-bearing long-term loans
Bonds 1 199 4 965
Accrued borrowing costs -25 -29
1 174 4 936
Interest-bearing short-term loans
Commercial paper program 843 -
Liabilities to credit institutions 1 268 1 741
2 111 1 741
Total long and short-term interest-bearing loans 3 285 6 677
Financing source Credit
facility
as per
31 Dec
2012
Utilised
amount
31 Dec
2012
Unu
tilised
amount
31 Dec
2012 Currency
Long-term loans
Parent Company
Bonds 1 199 1 199 0 SEK
Syndicated bank facility 6 500 0 6 500 SEK
Total Parent Company 7 699 1 199 6 500
Other Group companies 0 0 0
Total Group 7 699 1 199 6 500
Short-term loans
Parent Company
Commercial paper program 843 SEK
AB Svensk Exportkredit 1 200 SEK
Nordea Bank AB 30 5 25 SEK
Svenska Handelsbanken AB 101 0 101 SEK/
EUR
Total Parent Company 131 2 048 126
Other Group companies
Different credit institutions 63 63 0 DKK
Total Group 194 2 111 126
Total liabilities to credit institutions,

Group 7 893 3 310 6 626

The long-term financing is mainly a SEK 6,500m syndicated bank facility provided by Crédit Agricole Corporate & Investment Bank (France) Sweden Branch, DNB Bank ASA Sweden Branch, Nordea Bank AB (publ), Skandinaviska Enskilda Banken AB (publ), Svenska Handelsbanken AB (publ) and Swedbank AB (publ). The facility matures in December 2015 but can upon mutual agreement be extended by another year. The facility is secured by listed shares but does not involve any financial covenants. It is a multicurrency facility with a part being available as a backup against the refinancing risk of any outstanding commercial papers. Kinnevik has also issued a dual tranche bond with SEK 200m at an annual coupon of 3.25% and SEK 1,000m at 3 Months Stibor + 1.7%. The bond is unsecured and has no financial covenants. The interest rate risk under the tranche with floating interest is fully hedged with an interest rate swap, see further Note 31.

The short-term financing comprises a SEK 2,000m commercial paper program. At 31 December 2012, commercial papers for a nominal amount of SEK 860m were issued with a remaining term of 1 to 8 months. Kinnevik also has a short-term loan of SEK 1,200m from AB Svensk Exportkredit (publ) which includes a mutual put option whereby the loan can be cancelled upon request by both parties on a quarterly basis. The refinancing risk of these loans is mitigated by always keeping availability under the syndicated bank facility.

The outstanding loans carry an interest rate of Stibor or similar base rate with an average margin of 1.0% (1.2%). All bank loans have variable interest rate binding periods (up to 3 months) while financing from the capital markets vary between 1 to 12 months for the loans under the commercial paper program and 5 years for the outstanding bond. As per 31 December 2012, the average remaining duration was 3.2 years for all credit facilities including the bond.

Note 21 Provisions for pensions

Kinnevik has, after the divestment of Korsnäs, only defined benefit occupational pension plans for some former employees within the Parent Company. The following tables present an overview of the items included in net cost for the compensation reported in the consolidated income statement for the Groups' defined benefit pension plans. They also present amounts reported in the consolidated balance sheet.

Changes in the net obligations for defined-benefit plans recognised in the balance sheet

2012 2011
Net obligation for defined-benefit plans as at 1 January 534 542
Benefits paid -30 -31
Cost recognised in the income statement 14 9
Actuarial profit/losses for the year reported against compre
hensive income
- 14
Discontinued operations -481 -
Net obligation for defined-benefit plans as at 31 December 37 534

Reported provision at the end of the year

2012 2011
Commitments 37 534
Plan assets - -
Reported provision 31 December 37 534

The cost of all defined contribution plans amounted to SEK 135m (74) including discontinued operations.

Note 22 Other provisions

2012 2011
Environmental studies 4 4
Legal provision, Metro Spain 24 -
Severance pay and other provisions
for restructuring
4 24
32 28
Long-term 4 9
Short-term 28 19
32 28
Opening balance, 1 January 28 65
Provisions in acquired operations 28 -
Provisions in divested operations -24 -37
Closing balance, 31 December 32 28

County administrative boards have submitted claims to Kinnevik regarding environmental studies at a number of sites where Fagersta AB (through name changes and a merger, Investment AB Kinnevik) conducted operations until 1983. Kinnevik's position is that the Company's responsibility to perform any decontamination measures must be very limited if any, primarily out of consideration to the long period of time that has passed since any potential contamination damages occurred and the regulations that were in force at the time, and the fact that a quarter century has passed since operations were shut down or turned over to new owners. Kinnevik has therefore not made any provisions for potential future claims for decontamination measures. SEK 5 m was provided in 2007 for potential environmental studies that Kinnevik might be required to pay for and of this approximately SEK 1.2m was used in 2010 to 2012.

Metro is defendant in two legal cases in Spain, one relating to an agreement with an ad sales agency and the other relating to a consultancy contract with a former managing director of Metro Spain. In September 2011, the court of first instance found against Metro for an amount of SEK 24m. Metro has appealed the decision.

Note 23 Trade creditors and other liabilities

2012 2011
Invoiced trade creditors 156 807
Accrued expenses for purchase of goods - 192
Total trade creditors 156 999
Accrued interest expenses 10 4
Accrued personnel expenses 74 234
Other accrued expenses and prepaid income 117 193
Derivatives, cash flow hedging power supplies - 8
Liabilities outstanding investments 110 490
Other liabilities 98 132
Total other liabilities 409 1 061

For trade creditors and other liabilities to related parties refer to Note 28.

Note 24 Auditors' fees

2012 2011
To Ernst & Young
Audit assignments 2.6 2.1
Other services 0.4 0.8
To PWC -
Audit assignments 1.2 -
Other services - -
4.2 2.9

Note 25 Leasing agreements

The Group has operational lease agreements relating to print- and distribution services within Metro. Before sale of Korsnäs on 29 November 2012, the Group had a number of agreements for rental of premises and other fixed assets.

During 2012, SEK 95m (22) was paid in accordance with operational leasing agreements. Future minimum payments for agreements concluded for leasing as of 31 December:

2012 2011
Future minimum payments
2012 - 17
2013 131 15
2014 59 14
2015 32 13
2016 28 14
2017 and later 64 -
314 73

The Group had no financial leasing agreements (SEK 9m) reported in the balance sheet on 31 December 2012.

Note 26 Pledged assets

2012 2011
For liabilities to credit institutions
Real estate mortgages 7 2 174
Shares in subsidiaries - 4 829
Shares in associated and other companies 5 774 5 917
Business mortgages - 600
Cash and cash equivalents 34 8
5 816 13 528

Listed shares in associated companies have been pledged in favor of a number of banks for the Group's financing.

Pledged listed shares' market value shall, at any given time, amount to 200% of the outstanding loans. If the value of the pledge remains below the threshold for a defined period of time and Kinnevik, despite written request by the banks, has not remedied the breach, the banks will be entitled to enforce the pledge. Such right to enforcement also applies to un-remedied breaches of other terms and conditions in the credit facility agreement.

There were no outstanding debt secured by those pledged assets at 31 December 2012.

Note 27 Contingent liabilities

2012 2011
Sureties and guarantees - 21
Guarantee commitments, FPG 1 10
1 31

Refer also to Note 22 regarding costs for decontamination of contingent contamination damages.

Note 28 Related-party transactions

For transactions with the Board of Directors and Senior Executives, refer to Note 29. During 2012 and 2011, Kinnevik engaged in transactions with the following related companies.

Related companies Relationship
Bayport Management Ltd ("Bayport") Associated company of Kinnevik
Black Earth Farming Ltd Associated company of Kinnevik.
Bomhus Energi AB Associated company of Kinnevik until 29
November 2012.
CDON Group AB ("CDON") Associated company of Kinnevik.
Tele2 AB ("Tele2") Associated company of Kinnevik.
Modern Times Group MTG AB ("MTG") Associated company of Kinnevik.
Metro International S.A. ("Metro") Associated company of Kinnevik until 31
March 2012.
Transcom WorldWide S.A. ("Transcom") Associated company of Kinnevik.
Millicom International Cellular S.A. Associated company of Kinnevik.
("Millicom")
Rocket Internet GmbH Associated company of Kinnevik.
Zalando GmbH Associated company of Kinnevik.
Westwing GmbH Associated companies of Kinnevik.
Anima Regni Partners S.à.r.l ("Anima Regni") Related parties to Anima Regni owns
shares in Kinnevik, which provides
considerable influence over Kinnevik.
Altlorenscheurerhof S.A. Associated company to Kinnevik.

All transactions with related parties have taken place at arm's length basis, i.e. on market conditions. In connection with acquisitions from and divestments to major shareholders of the company or directors or officers of the group, valuation reports are obtained from independent experts, in accordance with the Swedish Securities Council's statement 2012:05. In all agreements relating to goods and services prices are compared with up-to-date prices from independent suppliers in the market to ensure that all agreements are entered into on market conditions.

Commercial agreements with related parties

Kinnevik rent out office space and provides advertising- and consultancy services to related parties. Kinnevik buys telephony-, advertising- and consultancy services from related parties.

Financial loan transactions with related parties

  • During 2010 Kinnevik subscribed for SEK 175m in a public bond loan issued by Bayport . During 2011 Bayport borrowed another SEK 35m from Kinnevik against a promissory note. During 2012 the whole part of the bond has been divested externally and the SEK 35m loan has been fully repaid.
  • During 2012, Kinnevik granted a framework loan to BEF totalling USD 12.5m, which was repaid in its entirety in December 2012.

Other transactions

  • During 2012 Kinnevik acquired shares in Zalando GmbH from Rocket Internet GmbH and the management in Zalando GmbH for a total purchase price of EUR 206m, see further note 30.
  • In 2009, Kinnevik participated in the refinancing of Metro, investing SEK 274 m in subordinated debentures and warrants. The subordinated debentures are recognized at amortized cost by using the effective interest method with an annual effective interest rate of 16%.until Metro became a subsidiary to Kinnevik on 29 March 2012.
  • In 2011 Kinnevik acquired Audit Value International S.A. from Modern Asset Management Inc., a company controlled by major shareholders of Kinnevik, for EUR 0.6 m. The purchase price was supported by an independent valuation.

The following is a summary of Kinnevik's revenue, expense, receivables and liabilities to and from related parties.

Group Parent Company
2012 2011 2012 2011
Revenue
Anima Regni 0.4 0.5 - -
Bayport 0.4 - 0.4 -
Black Earth Farming 1.0 1.5 - -
Bomhus Energi - 7.1
CDON 0.8 12.8 0.1 0.2
Metro 2.5 6.9 1.4 0.3
Millicom 0.5 1.7 0.1 -
MTG 19.2 8.4 0.1 0.4
Tele2 20.0 19.4 0.3 0.2
Transcom 7.5 1.7 0.0 0.4
52.4 60.0 2.5 1.5
Group Parent Company
2012 2011 2012 2011
Operating expenses
Altlorenscheurerhof -2.4 -1.5 -2.4 -1.5
Audit Value -0.4 - -0.4 -
Black Earth Farming -1.1 -0.2 - -
Bomhus Energi - -1.8
Metro -0.3 - -0.3 -
MTG -1.5 -1.3 -0.3 -
Tele2 -3.7 -3.8 -1.3 -0.5
-9.3 -8.6 -4.7 -2.0
Interest income
Bayport 17.2 23.8 - -
Metro, debenture loan 10.4 38.0 - -
Black Earth Farming 2.4 - - -
Westwing 0.5 - - -
30.5 61.8 - -
Financial receivables from
associated companies
Metro, debenture loan - 263 - -
Bayport - 210 - -
Other associated companies 26 - - -
26 473 - -
Accounts receivables and
other current receivables
CDON 0 2 - -
Metro - 2 - -
Millicom 3 0 - -
MTG 4 2 - -
Tele2 6 2 - -
Transcom 0 1 - -
13 9 0 0

Note 29 Personnel

Average number of employees

including Korsnäs until 29 November 2012 and Metro from April 2012.

2012 2011
men women men women
Group
Sweden 1 420 333 1 400 244
Denmark 45 46 - -
Germany 4 1 3 1
Latvia 199 17 193 40
Poland 62 8 57 7
Spain 0 0 8 7
Switzerland 1 0 1 -
UK 48 43 19 12
France 3 1 4 1
Asia 61 56 1 2
Africa 56 33 16 13
USA 2 3 1 2
South America 180 180 - -
Russia 57 51 - -
2 137 772 1 703 329
Total number of employees 2 909 2 032

Distribution of women and men on the Board and in the management group, Group 1)

2012 2011
men women men women
Board members
Elected by the AGM 27 4 29 3
Employee representatives,
ordinary 2)
- - 4 -
Employee representatives,
deputies 2)
- - 4 -
CEO - 1 - 1
Other senior executives 5 1 6 1
32 6 43 5

1) As regards the distribution of women and men in the Board and the management group, the Group has been defined as the following companies 2012: Investment AB Kinnevik, Metro International S.A., Audit Value International AB, G3 Good Governance Group Ltd, Vireo Energy AB and Milvik AB. In 2011 were also Korsnäs AB, Sia Latgran and Relevant Traffic Europe AB included

2) All employee representatives resigned from the Board of the Parent Company in connection with the divestment of Korsnäs on 29 November 2012.

Distribution of women and men on the Board and in the management group, Parent Company

2012 2011
men women men women
Board members
Elected by the AGM 5 2 5 2
Employee representatives,
ordinary 1)
- - 2 -
Employee representatives,
deputies 1)
- - 2 -
CEO - 1 - 1
Other senior executives 5 1 3 1
10 4 12 4

1) All employee representatives resigned from the Board of the Parent Company in connection with the divestment of Korsnäs on 29 November 2012.

Salaries, other remuneration and social security expenses (SEK 000s)

2012 2011
Board,
CEO,
senior
executi
ves 1)
Other employ
ees3)
Board,
CEO,
senior
executi
ves 1)
Other em
ployees 3)
Total salaries and other remu
neration
87 418 1 216 099 42 012 887 739
Social security expenses 30 745 433 642 19 159 377 537
Of which, pension expense 2) 10 322 131 225 7 582 110 074

1) Relates to Board and CEO of all Group companies and senior executives in the Parent Company.

2) Relates to present and former Board members and CEOs.

3) The amount includes SEK 17m (39) in remuneration paid during the year which relates to restructuring costs within Korsnäs expensed in earlier years.

Pension and other obligations and similar benefits for former Board members and CEOs for the Group amounts to a total of SEK 8m (43). These amounts are included among liabilities in the balance sheet of the Group.

Principles

The following principles and guidelines were approved by the Annual General Meeting on 7 May 2012. The guidelines apply on remuneration to senior executives within the group. Senior executives covered include the CEO in the Parent Company, other senior executives in the Parent Company and the CEO of Korsnäs (until Korsnäs were divested on 29 November) ("Senior Executives"), as well as directors of the Board to the extent they are remunerated outside their Directorship. At the end of the year, the number of Senior Executives amounted to seven individuals.

The remuneration to the Senior Executives shall consist of fixed salary, variable salary, as well as the possibility to participate in a long-term incentive programme, pension and other customary benefits. These components shall create a well-balanced remuneration which reflects individual performance and which offers a competitive remuneration package adjusted to conditions in the market.

  • The fixed salary is revised yearly and based on the executive's competence and area of responsibility.
  • The variable salary may not exceed 50% of the fixed salary and is calculated according to a combination of results achieved and individual performance.
  • Other benefits shall only constitute a limited amount in relation to the total remuneration and shall correspond to local practice.
  • Pension premiums are paid to insurance companies within the framework of deffined contribution plans, with a maximum of 20% of the fixed salary.
  • In the event of notice of termination of employment being served by the Company, there is entitlement to salary during a notice period of a minimum of 6 and a maximum of 18 months. Salary during the notice period is reduced by salary received from a potential new employment.
  • Board Members, elected at General Meetings, may in certain cases receive a fee for services performed within their respective areas of expertise, outside of their Board duties. Compensation for these services shall be paid at market terms and be approved by the Board of Directors.

In special circumstances, the Board may deviate from the above guidelines. In such case, the Board is obligated to give account for the reason for the deviation at the following Annual General Meeting.

The Board's proposal to the Annual General Meeting 2013 regarding adoption of new guidelines on remuneration for senior executives can be found in the Board of Director's report.

Remuneration for the CEO and other senior executives (SEK 000's) 2012 2011

CEO Other
senior
executi
ves
CEO Other
senior
executi
ves
Fixed salaries 6 600 16 356 6 378 11 709
Variable salaries 3 225 5 114 2 490 3 666
Benefits 147 737 123 572
Pension expenses 1 312 3 358 1 266 2 353
Estimated costs for share-based
remuneration
3 042 5 825 2 594 3 764

For the CEO of the Parent Company, pension premium payments of 20% of fixed salary were paid. In the event of termination of employment initiated by the Company, the CEO is entitled to a salary during a notice period of 18 months. Any salary received from new employment during the notice period reduces salary received from Kinnevik during the notice period. In the event of termination of employment initiated by the CEO, the notice period is 12 months.

For the other senior executives pension premium payments of a maximum of 20% of fixed salary were paid. Pension premiums are paid to insurance companies. In the event of termination of employment initiated by the Company, other senior executives are entitled to a salary over a notice period of a minimum 6 and a maximum 12 months. Any salary received from new employment during the notice period reduces salary received from Kinnevik during the notice period.

Incentive plan

There are long-term incentive plans (the "Plans") for senior executives and other key employees in the Kinnevik Group that require participants to own shares in Kinnevik.

For each share held within the framework of the Plans, the Company has distributed retention and performance-based share rights. Subject to fulfillment of certain retention- and performance-based conditions during the individual periods included in the Plans (1 April 2010 – 31 March 2013,1 April 2011 – 31 March 2014 and 1 April 2012 – 31 March 2015, the "Measure Periods"), the participant remaining in the employment of the Kinnevik Group at the time of publication of the interim reports for the January – March 2013, January – March 2014, January – March 2015 periods, and subject to the participant retaining the invested shares, each retention right and performance right will entitle the participant to receive one class B share in the Company.

The number of shares the employee will receive depends on the fulfillment of defined retention- and performance-based conditions during the Measure Periods based on:

  • Total return on the Kinnevik class B share
  • Average annual development of the net asset value, including dividends
  • Average annual return within Online, Microfinancing, Agriculture and Renewable energy areas.
  • Normalized average EBIT margin in Metro

In order to equalize participants' interests with those of shareholders, the Company will compensate for forfeited dividends by increasing the number of shares and rights to which they are entitled.

Completed plan 2009-2012

The plan approved in 2009, with a measure period of 1 April 2009 – 31 March 2012, resulted in allotment of 135,332 shares out of a maximum allotment of 143,800 rights. The number of total alloted shares included dividend compensation totaling 8,735 shares. The CEO of Korsnäs and Korsnäs management have received their allotment in cash consideration in connection with the divestment of Korsnäs. All other participants have not yet received the allotment of 101,877 shares in total. Those shares are still in own costody and will be transferred to the participants when it is possible. Participants' profit, which was restricted to a maximum of SEK 320 per share right are calculated when the shares are transferred. The dilution, which was

restricted to a maximum of 0.07% in terms of shares outstanding, was 0.03%. The plan's total cost was SEK 14.3m and was expensed continuously during 2009 – 2012.

Plan 2009-2012 Number
of parti
cipants
Allotment
of rights
Dividend
compen
sation
Shares to
receive
Instead
received
cash
considera
tion
CEO of the Group 1 38 500 0.069 41 157
CEO of Korsnäs 1 16 500 0.069 10 671 1 461
Management, category 1 4 44 000 0.069 47 036
Management, category 2 1 4 000 0.069 4 276
Management Korsnäs 8 32 000 0.069 22 784 3 119
Other participants 4 8 800 0.069 9 408
Total 19 143 800 135 332 4 580

Outstanding plans

In connection with the divestment of Korsnäs the CEO and management of Korsnäs was offered and accepted an accelerated allotment equal to the accumulated vesting period and the fulfillment of defined retention- and performance based conditions. The consideration was paid in cash equal to the average stock market price for Kinnevik class B share during a month before the offer. The total cash consideration for the three plans was SEK 3m and SEK 1m in social security expenses.

At 31 December 2012, the Plan that was established in 2010, with a Measure Period of 1 April 2010 - 31 March 2013, had remaining participation totaling 12,700 shares held by employees entitling a maximum allotment of 71,800 rights, of which 12,700 retention share rights and 59,100 performance share rights.

The Plan encompasses the following number of shares and maximum number of share rights for the various categories:

Plan 2010-2013 Number of
participants
Allotmernt
of rights
CEO of the Group 1 28 000
Management, category 1 4 33 000
Management, category 2 1 2 800
Other participants 5 8 000
Total 11 71 800

The participant's maximum profit is limited to SEK 573 per right. The maximum dilution is 0.03% in terms of shares outstanding, 0.01% in terms of votes and 0.01% in terms of costs for the program as defined in IFRS 2 in relation to Kinnevik's market capitalization.

At 31 December 2012, the Plan that was established in 2011, with a Measure Period of 1 April 2011 - 31 March 2014, had remaining participation totaling

17,800 shares held by employees entitling a maximum allotment of 95,950 rights, of which 17,800 retention share rights and 78,150 performance share rights. The Plan encompasses the following number of shares and maximum number of share rights for the various categories:

Plan 2011-2014 Number of
participants
Allotmernt
of rights
CEO of the Group 1 28 000
Management, category 1 2 22 000
Management, category 2 3 24 750
Kinnevik key personnel 6 16 800
Other participants 5 7 200
Total 17 98 750

The participant's maximum profit is limited to SEK 721 per right. The maximum dilution is 0.03% in terms of shares outstanding, 0.01% in terms of votes and 0.02% in terms of costs for the program as defined in IFRS 2 in relation to Kinnevik's market capitalization.

At 31 December 2012, the Plan that was established in 2012, with a Measure Period of 1 April 2012 - 31 March 2015, had participation totaling 28,150 shares held by employees entitling a maximum allotment of 144,100 rights, of which 28,150 retention share rights and 115,950 performance share rights. The Plan encompasses the following number of shares and maximum number of share rights for the various categories;

Plan 2012-2015 Number of
participants
Allotmernt
of rights
CEO of the Group 1 28 000
Management, category 1 4 44 000
Management, category 2 2 16 500
Kinnevik key personnel 7 19 600
Management Metro 9 30 800
Other participants 4 5 200
Total 27 144 100

The participant's maximum profit is limited to SEK 726 per right. The maximum dilution is 0.05% in terms of shares outstanding, 0.01% in terms of votes and 0.01% in terms of costs for the program as defined in IFRS 2 in relation to Kinnevik's market capitalization.

Total cost before tax for share rights outstanding in incentive programs was expensed continuously during a three-year period and calculated based on anticipated outcome amounting to approximately SEK 37m, including social security costs, of which SEK 10m (9) was expensed during 2012. Total liability for social security costs pertaining to the incentive programs amounted to SEK 8m (6) on 31 December, 2012.

Board fees paid to the Directors of the Parent Company (SEK 000's)

2012 2011
Board fees,
Parent
Company
Board
positions,
subsidiaries
Other as
signment 1)
Total fee Board fees,
Parent
Company
Board
positions,
subsidiaries
Other as
signment 1)
Total fee
Cristina Stenbeck (Chairman) 1 076 1 076 1 050 1 050
Tom Boardman 551 551 550 550
Vigo Carlund 473 250 723 450 500 950
Dame Amelia Fawcett 499 499 500 500
Wilhelm Klingspor 604 75 679 575 150 725
Erik Mitteregger 656 331 987 650 650
Allen Sangines-Krause 551 2 000 2 551 550 2 000 2 550
4 410 656 2 000 7 066 4 325 650 2 000 6 975

1)During 2011 and 2012, there was a consultancy agreement between Kinnevik and Allen Sangines-Krause through his company which entitled him to a service fee of SEK 2m per year for services provided to the Board and management of Kinnevik in addition to customary board work. Allen Sangines-Krause is therefore not considered as an independent Director of the Company and its management.

Note 30 Financial assets and liabilities allocated by category

2012 Financial assets
accounted at
fair value
Financial
assets held
to maturity
Loan receiva
bles and trade
receivables
Cash flow
hedging
Financial
liabilities
Total
book
value
Fair
value
Financial assets accounted at fair value,
Level 1
44 768 - - - - 44 768 44 768
Financial assets accounted at fair value,
Level 3
15 185 - - - - 15 185 15 185
Trade receivables - - 372 - - 372 372
Other current assets - - 331 - - 331 331
Short term investments - - 1 - - 1 1
Cash at bank - - 453 - - 453 453
Total financial assets 59 953 - 1 157 - - 61 110 61 110
Interest bearing loans - - - - 3 285 3 285 3 285
Trade creditors - - - - 156 156 156
Other liabilities - - - - 215 215 215
Total financial liabilities - - - - 3 656 3 656 3 656
2011 Financial assets
accounted at
fair value
Financial
assets held
to maturity
Loan receiva
bles and trade
receivables
Cash flow
hedging
Financial
liabilities
Total
book
value
Fair
value
Financial assets accounted at fair value,
Level 1
51 372 - - - - 51 372 51 372
Financial assets accounted at fair value,
Level 3
7 243 - - - - 7 243 7 243
Financial assets held to maturity - 263 - - - 263 287
Trade receivables - - 771 - - 771 771
Other current assets 6 - 301 - - 307 307
Short term investments - - - - - - -
Cash at bank - - 182 - - 182 182
Total financial assets 58 621 263 1 254 60 138 60 162
Interest bearing loans - - - - 6 677 6 677 6 677
Trade creditors - - - - 999 999 999
Other liabilities - - - 8 427 435 435
Total financial liabilities - - - 8 8 103 8 111 8 111

Duration

For the duration of interest bearing loans refer to Note 20. Of other financial liabilities the major part will fall due within one to six months.

Derivatives and hedging instruments

On 31 December 2012, the nominal amount of the outstanding interest rate swap, floating to fixed, was SEK 1,000m (0). The derivative is used to create a cash flow hedge against interest rate risk in the bond that was issued in December 2012. Also refer to note 20. The fixed rate that is paid in the swap is 3.32% and it expires in December 2017. The derivative had a market value of SEK 0.

Kinnevik has a 35%, direct and indirect, ownership in Zalando. With the acquisition of 10% of the shares in Zalando in October 2012, a call option was issued in favor of Kinnevik whereby it may purchase further shares in Zalando for EUR 100m, corresponding to approximately 3% of the company. The call option expires on 30 June 2013 and has been issued by Holtzbrinck Ventures, Tengelmann and Rocket Internet. Kinnevik has committed to exercise the option to the extent Kinnevik receives any dividend from Rocket as a consequence of a sale of Zalando shares by Rocket. Kinnevik has received EUR 41m in such dividend, and as a consequence, EUR 59m is being considered as a remaining call option and EUR 41m as a committed, but not

yet made, investment (i.e. a forward purchase contract). The market value of the call option and the forward purchase contract as at 31 December 2012 was SEK 0.

Fair value

Fair value of financial assets which are valued at accrued acquisition value and are charged with floating rate or have short-term maturity, the book value correspond to fair value.

The fair value of financial assets held to maturity is according to the listed price on Nasdaq OMX Stockholmsbörsen on the balance sheet date. Financial assets accounted at fair value are distributed in the levels stated below:

  • Level 1: Fair value established based on listed prices in an active market for the same instrument.
  • Level 2: Fair value established based on valuation techniques with observable market data, either directly (as a price) or indirectly (derived from a price) and not included in Level 1.
  • Level 3: Fair value established using valuation techniques, with significant input from data that is not observable in the market.

Financial assets accounted at fair value, Level 3

2012 2011
Opening balance, book value, 1 January 7 243 2 852
Acquisitions 6 981 2 884
Reclassifications to level 1 - -450
Disposals -656 -21
Amortization on loan receivables -210 -11
Change in value through the income statement 1 804 1 989
Exchange gain/loss 23 -
Closing balance, 31 December 15 185 7 243

Closing balance at 31 December 2012 includes SEK 4,778m (2,871) in unrealised profit/loss.

Below is a summary of the valuation methods applied in the accounts as per 31 December 2012.

Company Valuation method
Rocket Internet GmbH Portfolio companies valued as per below, cash
balance and other assets as per Rocket financial
statements.
Zalando Latest transaction value (EUR 2.8 bln for entire
company), which as per 31 Dec 2012 is in line with
peer group valuation based on sales multiples. The
peer group includes, among others, Asos, Amazon
and CDON Group.
Bigfoot I, Bigfoot II,
Home24, Wimdu, Big
Commerce, Avito
Peer group valuation based on historic sales
mulitples. Direct and indirect shareholding valued
in accordance with liquidation preferential rights or
divestment of the entire company
Other portfolio com
panies
Fair value corresponds to cost.

During 2012, a number of Rocket's portfolio companies and Avito have issued new shares to external investors at price levels that exceed Kinnevik's recognized assessed fair values. Since the newly issued shares have better preference over the portfolio companies' assets in the event of liquidation or sale than Kinnevik's shares have, Kinnevik do not consider these price levels as a relevant base for assessing the fair values in the accounts. The latest transactions that have been made with better preference than Kinnevik's shareholdings, have been made at levels that, applied on Kinnevik's shareholdings, is above SEK 5bln higher than Kinnevik's book value as per 31 December 2012.

Maturity structure

Maturity structure for undiscounted, contracted non-interest-bearing/interest-bearing receivables and liabilities along with future interest payments accruing therewith:

2013 2014 2015 2016 later Total
Non-interest-bearing
receivables
703 703
Interest-bearing
receivables
29 29 29 29 29 145
Non-interest-bearing
liabilities
-589 -589
Interest-bearing liabilities -110 -110 -110 -110 -3 338 -3 777
Total as per
31 December 2012 33 -81 -81 -81 -3 305 -3 515
2012 2013 2014 2015 later Total
Non interest-bearing
receivables
1 078 1 078
Interest-bearing
receivables
62 382 23 195 662
Non interest-bearing
liabilities
-1 434 -1 434
Interest-bearing
liabilities
-273 -670 -242 -240 -6 275 -7 700
Total as per
31 December 2011
-567 -288 -219 -45 -6 275 -7 394

Note 31 Financial risk management

The Group's financing and management of financial risks is centralized within Kinnevik's finance function and is conducted on the basis of a finance policy established by the Board of Directors. The Group has a model for risk management with the aim to identify, control and reduce risks. The output of the model is reported to the Kinnevik Board on a quarterly basis.

Kinnevik is exposed to financial risks mainly in respect of

  • The stock market, meaning the risk of changes in the value of the listed holdings.
  • The interest rates, resulting from changes in underlying interest rates.
  • The exchange rates, comprising transaction and translation exposure.
  • Liquidity and financing, meaning the risk that the cost of financing will increase or that opportunities will be limited when loans are needed, and that payment obligations thereby cannot be met.

Stock market risk

Kinnevik's strategy is to participate actively in the companies in which the Group invests. Operations include management of a stock portfolio comprising considerable investments in a small number of listed and unlisted companies. Accordingly, a large part of the portfolio is concentrated to a small number of companies, which makes the total return highly dependent on how well these companies and their particular industries develop. By being an active owner, the return can be maximized and the risks controlled.

The Group's assets, through ownership of shares in a number of companies conducting operations in more than 60 countries, are exposed to political risks. More than 50% of the market value of Kinnevik's combined assets of approximately SEK 60 billion at 31 December 2012, were exposed to growth markets in Latin America, Sub Saharan Africa, Russia and Eastern Europe.

The concentrated portfolio results in a significant liquidity risk in the portfolio, in that it is difficult for Kinnevik during a limited time to make major changes in the portfolio's composition without this affecting the share price.

Parts of the stock portfolio are used as collateral for Kinnevik's loans from credit institutions. On 31 December 2012, Kinnevik had no secured loans outstanding. Also refer to Note 26.

The stock market risk associated with Kinnevik's portfolio may be illustrated by stating that a 1% change in the prices of all of the listed shareholdings at 31 December 2012 would have affected earnings and shareholders' equity by SEK 448 m. Further, the value of the unlisted shareholdings may increase or decrease due to a number of different factors, of which changes of trends in the stock markets is one. A 1% change of value of all of the unlisted shareholdings at 31 December 2012 would have affected earnings and shareholders' equity by SEK 152 m.

Interest rate risk

Kinnevik's main policy is to maintain short interest periods because the Company believes that this leads to lower interest expense over time. Exceptions from this rules may however be granted for a maximum of 50% of the forecasted amount of outstanding loans during the relevant time period. On 31 December 2012, loans of SEK 1,200 m, were under such exception whereby the interest was fixed for 5 years in December 2012 (SEK 1,000 m of the total bond amount of SEK 1,200 m, was issued with floating rates but the risk was hedged by a interest rate swap). On 31 December 2012, all other of Kinnevik's liabilities to credit institutions, SEK 2,105 m, were exposed to interest rate changes, whereof SEK 2,048 against Stibor. Accordingly, if the interest rate at 31 December 2012 had increased with 1% the average interest expense on an annualized basis would have increased by SEK 21 m. Kinnevik does not think the interest rate risk is material for its business but the risk is continuously monitored to manage the potential impact a sharp increase in the interest rate would have on the business.

Foreign exchange rate risk

Transaction exposure

The Group's funding consists mainly of loans in SEK. For 2012, the net flow of the Group's inflow and outflow in foreign currency, excluding dividends received and investments made, amounted to a net inflow of approximately SEK 800 m, which consisted mainly of revenues in Korsnäs in EUR and GBP. For 2013, it is not expected that the Group will have any major flows in foreign currencies, except for dividends received and financial investments.

Translation exposure

Translation exposure arises when the earnings and shareholders' equity of foreign subsidiaries are translated into SEK. This exposure also arises in situations when the capital employed and the financing of it is in different currencies. Kinnevik's policy is to minimise the foreign exchange rate risk by borrowing in various currencies to finance capital employed. If this is not possible and significant temporary exposures exist, the Group's finance policy permits the use of forward contracts. On 31 December 2012, there were no outstanding forward contracts with this purpose. Translation exposure arising from the translation of the foreign subsidiaries' earnings and shareholders' equity is not hedged since the exposure is considered being of no material importance to Kinnevik.

In addition to the translation exposure existing in the operative subsidiaries, Kinnevik owns shares in listed as well as unlisted companies that engage in foreign operations, such as Millicom, Tele2, MTG and Zalando. The principal exchange rate risk exists in Millicom, a company that reports in USD and conducts operations in Latin America and Africa. On 31 December 2012, the value of the holdings in Millicom was SEK 21,283 m. As for the unlisted holdings, Kinnevik is mainly exposed to EUR, as a result of the investments in Rocket Internet with portfolio companies. A change in the EUR/SEK rate by 5% would have affected the value of the Group's unlisted holdings by SEK 665 m as per 31 December 2012.

Liquidity and financing risk

Kinnevik's liquidity and financing risk is limited because listed shares account for a large part of the Company's assets. On 31 December 2012, the Company also had cash and cash equivalents amounting to SEK 454 m and committed but not utilized, or reserved in any other way, credit facilities amounting to SEK 4,575 m.

Kinnevik's refinancing risk is limited by having financing from different sources and loans from a number of different credit institutions with diversified maturities as well as by striving for refinancing of all facilities at least six months prior to maturity. In December 2012, Kinnevik exercised one of the two extension options in the syndicated credit facility of SEK 6,500 m whereby the maturity date was extended until December 2015. Kinnevik also issued a bond amounting to SEK 1,200 m with a tenor of 5 years,

On 31 December 2012, the total amount of existing financing facilities was SEK 7,943 m (11,989) with a average remaining duration of 3.2 (3.1) years. For further details, please refer to note 20.

Note 32 Discontinued operations

On 20 June 2012, Kinnevik announced that an agreement had been reached with Billerud regarding a merger between Korsnäs and Billerud. The transaction was completed on 29 November 2012. In consideration, Kinnevik received a cash payment of SEK 2,752m (before transaction costs); 25% of the shares in the new company BillerudKorsnäs (with a market value of SEK 2,367m on the closing day); and a SEK 500m promissory note (which was used to participate in BillerudKorsnäs's rights issue in December 2012). BillerudKorsnäs also assumed net debt of SEK 5,576m as part of the transaction. All in all, Korsnäs was valued at SEK 11,195m on the closing day.

The divestment of Korsnäs - including 75% of the shares in Latgran Biofuels and 5% of the shares in Bergvik Skog - has been reported separately as discontinued operations in the income statement, with retrospective adjustment of previous periods, as per IFRS 5-Non-current assets held for sale and discontinued operations.

Financial statements

Income statement for discontinued operations

2012 2011
8 206 8 475
-6 788 -7 031
-584 -623
46 130
880 951
4 4
2 901 -
-49 97
-89 -158
3 647 894
-174 -192
3 473 702
12.49 2.51
12.48 2.51

Cash flow statement for discontinued operations

2012 2011
Cash flow from operations 1 676 843
Cash flow from investing activities -653 -855
Cash flow from financing activities 611 -307
Cash flow for the period 1 634 -319
Gross payment from Billerud 5 331 -
Repayment of Kinnevik's loans from Korsnäs -2 579 -
Cash consideration 2 752 -
Transaction costs -27 -
Cash in Korsnäs at closing -324 -
Cash flow from discontinued operations 4 035 -319

At the time of disposal, Korsnäs had the following assets and liabilities:

Fixed assets
Intangible fixed assets 879
Tangible and biological fixed assets 6 339
Other fixed assets 893
8 111
Current assets
Inventories 1 841
Other current assets 918
2 759
Total assets, excluding cash and cash equivalents 10 870
Long-term liabilities
Interest-bearing loans 2 780
Provision for pensions 481
Deferred tax liability 1 059
Other long-term liabilities 16
4 336
Current liabilities 1 457
Total liabilities 5 793

Note 33 Business combination

On 6 February 2012 Kinnevik made a public offer for all shares and other financial instruments in Metro, which resulted in Kinnevik becoming the principal owner of Metro on 29 March owning 97.1% of the capital on a fully diluted basis. After further share purchases, Kinnevik owned 99.0% of the capital as per 31 December 2012. Kinnevik is consolidating Metro from 31 March 2012, which is the first date on which Metro prepared consolidated financial statements following the acquisition. The acquisition value for all of Metro including Kinnevik's earlier holdings, as well as non-controlling interests has according to the acquisition assessment been calculated at SEK 1,419m including debentures of SEK 492m.

The provisional fair value of the identifiable assets and liabilities of Metro as at the date of acquisition was:

Fair value recognised
on acquisition
Intangible fixed assets 462
Tangible and biological fixed assets 44
Financial assets accounted to fair value through profit and loss 86
Shares in associated companies accounted for using the equity
method
40
Trade and other receivables 482
Cash and cash equivalents 388
Total assets 1 502
Equity attributable to non-controlling interest -17
Interest bearing-loans -546
Trade payables and other liabilities -484
Total liabilities -1 047
Total identifiable net assets at fair value 455
Goodwill 472
Purchase consideration for shares and warrants 927

Analysis of the purchase consideration:

Purchase consideration for shares and warrants 927
Fair value minority interest 39
Fair value previously held interest 315
Cash consideration 573

Analysis of cash flow on acquisition:

Net cash acquired with the subsidiary 388
Cash paid for shares and warrants -573
Net cash outflow from acquisition of shares and warrants -185
Cash paid for debentures -219
Acquisition of additional shares and warrants -34
Total cash flow from acquisition of Metro -438

From the date of acquisition, Metro has contributed SEK 1.234m of revenue and SEK 24m in operating profit to Kinnevik. If the business combination had taken place at the beginning of the year, the revenue from Metro would have been SEK 1,541m and the operating profit SEK 73m.

Goodwill from the acquisition totalling SEK 472m is attributable to strategic benefits to further develop Metro's operation outside the stock market, as well as certain synergies that are anticipated to arise from the merging of Metro's operations with certain parts of Kinnevik's other existing operations in selected countries.

Kinnevik's holding in Metro, prior to the acquisition on 29 March 2012, was measured at market value. Consequently, no profit or loss arose as a result of the revaluation to fair value of this holding in connection with the acquisition.

The transaction costs of approximately SEK 16m have been expensed and are included in the administrative expenses in the income statement and are part of operating cash flow in the statement of cash flow.

2011

On 31 May, Kinnevik acquired 68% of the shares in G3 Good Governance Group (G3), a company that provides strategic advice service on emerging markets, for purchase consideration totaling SEK 191m (GBP 18m), including SEK 51m in cash (GBP 5m). Other assets and liabilities comprised fixed assets of SEK 5m, current assets of SEK 58m and operating liabilities of SEK 31m. According to the acquisition analysis, the transaction generated goodwill of SEK 135m in Kinnevik's consolidated financial statements. Shareholders' equity attributable to non-controlling interests at the time of acquisition amounted to SEK 12m (GBP 1m).

During June – December, 2011 G3 contributed SEK 95m and SEK 22m, respectively, to the Group's earnings and profits. If G3 had been part of the Group from 1 January 2011, earnings and profits for 2011 would have been SEK 40m and SEK 8m higher, respectively. Of G3's sales totaling SEK 97m, after Kinnevik's acquisition, SEK 2m pertained to Kinnevik or other companies within the Kinnevik Group.

Parent Company's !nancial statements

Parent Company Statement of Income for the period 1 January-31 December (SEK m)

Note 2012 2011
Revenue 20 18
Administration costs -121 -121
Other operating income 0 2
Operating loss -101 -101
Dividends received 2 3 900 3 640
Earnings from financial assets, associated
companies
4 28 -663
Earnings from financial assets, subsidiaries 4 -38 2
Interest income and other financial income 3 628 592
Interest expenses and other financial expenses 3 -301 -247
Profit/loss after financial items 4 116 3 223
Appropriations
Group contributions, paid -551 -786
Group contributions, received 251 552
Profit/loss before tax 3 816 2 989
Taxes 6 -24 -8
Net profit for the year 1)
1) Net profit corresponds with total comprehensive income
3 792 2 981

Parent Company Balance Sheet 31 December (SEK m)

Note 2012 2011
ASSETS
Tangible fixed assets
Equipment 7 3 2
Shares and participations in Group companies 9 24 719 18 321
Receivables from Group companies 14 184 14 108
Shares and participations in associated
companies
8 12 772 10 118
Shares and participations in other companies 8 29 29
Deferred tax receivables - 3
Other long-term receivables - 2
Total fixed assets 51 707 42 583
Current assets
Receivables from Group companies 251 553
Other receivables 36 14
Accrued income 1 1
Prepayments 2 1
Cash and cash equivalents 12 1
Total current assets 302 570
TOTAL ASSETS 52 009 43 153
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity 11
Restricted equity
Share capital (277,583,190 shares
of SEK 0.10 each)
28 28
Premium reserve 6 868 6 868
Unrestricted equity
Share premium 1 616 1 616
Retained earnings 28 682 27 219
Net result 3 792 2 981
Total shareholders' equity 40 986 38 712
Untaxed reserves 1 1
Note 2012 2011
Provisions
Provisions for pensions 25 27
Other provisions 10 4 4
Total provisions 29 31
Long-term liabilities
External interest-bearing loans 12 1 175 421
Liabilities to Group companies 2 002 1 408
Total long-term liabilities 3 177 1 829
Short-term liabilities
External interest-bearing loans 12 2 050 1 721
Trade creditors 8 5
Liabilities to Group companies 5 648 786
Other liabilities 69 46
Accrued expenses 13 41 23
Total current liabilities 7 816 2 581
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 52 009 43 153
Pledged assets 14 1 805 9 953
Contingent liabilities 15 1 2

Parent Company Statement of Cash Flow for the period 1 January-31 December (SEK m)

2012 2011
Operations
Operating loss -101 -101
Non-cash items 37 -2
Taxes paid -29 -1
Cash flow from operations before change in working
capital -93 -104
Change in operating assets 8 -3
Change in operating liabilities 19 -20
Cash flow from operations -66 -127
Investing activities
Investments in subsidiaries 0 -598
Divestment of subsidiary 5 304 -
Investments in tangible fixed assets -2 -1
Investments in shares and other securities -3 -114
Disposals of shares and other securities 0 14
Change in long-term receivables 0 -2
External dividends received 1 721 3 463
Interest received 599 592
Cash flow from investing activities 7 619 3 354
Financing activities
Borrowing 3 243 585
Amortisation of loans -2 141 -971
Change in intra-Group balances -6 819 -1 382
Interest paid -301 -212
Dividend paid -1 524 -1 247
Cash flow from financing activities -7 542 -3 227
Cash flow for the year 11 0
Cash and bank, opening balance 1 1
Cash and bank, closing balance 12 1

Movements in Shareholders' equity of the Parent Company (SEK m)

Share
capital
Pre
mium
reserve
Un
restric
ted
equity
Total
Opening balance, 1 January 2011 28 6 868 30 076 36 972
Cash dividend 1) -1 247 - 1 247
Effect of employee share saving
programme
6 6
Net result 2 981 2 981
Closing balance, 31 December 2011 28 6 868 31 816 38 712
Cash dividend 2) -1 524 -1 524
Effect of employee share saving
programme
6 6
Net result 3 792 3 792
Closing balance, 31 December 2012 28 6 868 34 090 40 986

1) The Annual General Meeting held on 16 May 2011, resolved in favor of paying a cash dividend of SEK 4.50 per share, a total of SEK 1,247m.

2) The Annual General Meeting held on 7 May 2012, resolved in favor of paying a cash dividend of SEK 5.50 per share, a total of SEK 1,524m.

Notes to the Parent Company's financial statements

Note 1 Parent Company's accounting principles

The Parent Company's annual accounts have been prepared in accordance with Swedish law and the Swedish Financial Reporting Board's recommendation RFR 2 (Reporting for legal entities).

The Parent Company's accounting principles depart from the principles governing consolidated accounting in respect of the valuation of financial instruments and pension liabilities. The Parent Company applies RFR 2 in respect of the option not to observe IAS 39. Financial instruments are thus not valued at fair value as in the Group but at their acquisition cost and after write-down, if any. Pension liabilities are reported in accordance with Swedish principles. From 2012, Group contribution is recognized as Appropriations. Comparative figures for 2011 have been changed according to the new policies. For information concerning related party transactions, refer to Note 28 for the Group.

Note 2 Dividends received

2012 2011
Subsidiaries 2 179 178
Associated companies
Modern Times Group MTG AB 90 74
Tele2 AB 1 631 3 388
3 900 3 640

Note 3 Financial income and expenses

2012 2011
Interest income from third parties 3 3
Interest income from Group companies 595 589
Exchange-rate differences 30 -
Financial income 628 592
Interest expenses to credit institutions -138 -68
Interest expenses to Group companies -126 -144
Exchange-rate differences - -5
Other financial expenses -37 -30
Financial expenses -301 -247
Net financial income/expenses 327 345

Note 4 Earnings from financial assets

2012 2011
Intra-group sale of shares in CDON Group AB - -294
Write-down of shares in associated companies - -369
Reversed write-down associated companies 28 -
Total earnings from associated companies 28 -663
Divestment of Korsnäs AB -149 -
Write-down of shares in subsidiaries - -18
Intra-group sale of shares in Metro International S.A. 78 -
Repaid shareholders contribution, subsidiaries 33 20
Total earnings from subsidiaries -38 2

Reversed write-down of shares in associated companies are related to Transcom WorldWide S.A. and are made due to increased market value.

Note 5 Auditors' fees

2012 2011
To Ernst & Young
Audit assignments 1.2 0.8
Other services 0.3 0.2
1.5 1.0

Note 6 Taxes

2012 2011
Tax expenses for the period 0 -6
Adjustments of tax expenses for previous years -21 -1
Deferred tax related to temporary differences -3 -1
-24 -8

Reconciliation of effective tax rate

2012 % 2011 %
Profit/loss before tax 3 816 2 989
Income tax at statutory rate of
Parent Company, 26.3%
-1 004 -26.3% -786 -26.3%
Earnings from participations in associa
ted companies
-10 -0.3% -77 -2.6%
Non-taxable dividends received 1 026 27.0% 958 32.0%
Tax attributable to previous years -21 -0.6% -1 0.0%
Write-down of shares in associated
companies
- - -97 -3.2%
Reversed write-down of shares in sub
sidiaries and associated companies
7 0.2% - -
Other non-taxable expenses -1 -0.0% -5 -0.2%
Reversed deferred tax asset -2 -0.1%
Charge non-capitalized loss carry
forward
-19 -0.5% - -
Effective tax/tax rate -24 -0.6% -8 -0.3%

Note 7 Tangible fixed assets

2012 2011
Equipment
Opening acquisition values 5 4
Investments for the year 2 1
Disposals/scrapping for the year -1 0
Closing acquisition values 6 5
Opening accumulated depreciation -3 -2
Disposals/scrapping for the year 1 0
Depreciation for the year -1 -1
Closing accumulated depreciation -3 -3
Closing book value 3 2

Note 8 Shares and participations

Associated companies Reg no Registered
office
Number
of shares,
2012
2012
Capital/
voting (%)
Book
value
2011
Capital/
voting (%)
Book
value
Altlorenscheurerhof S.A. Luxembourg 625 33 11 33 11
BillerudKorsnäs AB 556025-5001 Stockholm 51 827 388 25 2 868 - -
Marma Skog 31 AB 556580-2203 Gävle 500 50/50 3 - -
Metro International S.A. Luxembourg - 44/40 139
Metro International S.A. warrants Luxembourg - - 106
Modern Cartoons Ltd USA 2 544 000 23 0 23 0
Modern Times Group MTG AB 556309-9158 Stockholm 9 935 011 15/38 1 133 15/38 1 133
Shared Services S.A. Luxembourg 200 30 0 30 0
Tele2 AB 556410-8917 Stockholm 125 481 525 28/37 8 601 28/37 8 601
Transcom WorldWide S.A. Luxembourg 277 868 867 22/29 156 22/29 128
12 772 10 118
Other companies Reg. no. Registered
office
Number
of shares
2012
Capital/
voting (%)
Book
value
2011
Capital/
voting (%)
Book
value
Modern Holdings Inc. USA 2 646 103 18 26 18 26
Radio Components Sweden AB 556573-3846 Stockholm 2 346 337 19 2 19 2
Tenant-owner apartments 1 1
29 29

Change in book value, shares and participations in associated companies

2012 2011
Opening acquisition value,1 January 11 604 11 796
Investments for the year 2 871 114
Disposals, Group internal -1 471 -306
Other -21 -
Closing acquisition value, 31 December 12 983 11 604
Opening write-down, 1 January -1 486 -1 117
Write-down for the year - -369
Reversed write-down for the year 28 -
Disposals, Group internal 1 226 -
Other 21 -
Closing write-down, 31 December -211 -1 486
Closing book value, 31 December 12 772 10 118

Note 9 Shares and participations in Group companies

Shares and participations in direct-owned subsidiaries

Reg no Registered
office
Number
of shares
Capital/
voting (%)
2012 2011
Assuransinvest AIA AB 556051-6238 Stockholm 295 384 100/100 0 93
Audit Value International AVI AB 556809-6308 Stockholm 50 000 100/100 4 4
Emesco AB 556035-3749 Stockholm 1 635 100/100 7 692 7 692
G3 Good Governance Ltd UK 1 323 68/68 173 174
Invik & Co. AB 556061-4124 Stockholm 7 000 100/100 0 0
Invik S.A. Luxembourg 551 252 100/100 182 630
Kinnevik UK Ltd UK 1 000 100/100 2 2
Förvaltnings AB Eris & Co. 556035-7179 Stockholm 1 020 000 100/100 166 166
Kinnevik Media Holding AB 556880-1590 Stockholm 50 000 100/100 1 175 -
Kinnevik New Ventures AB 556736-2412 Stockholm 100 100/100 7 933 1 239
Kinnevik Online AB 556815-4958 Stockholm 50 000 100/100 7 391 -
Korsnäs AB 556023-8338 Gävle 53 613 270 100/100 - 8 320
Kinnevik Radio AB 556237-4594 Sollentuna 7 500 100/100 1 1
Book value 24 719 18 321

Reconciliation of the book value of shares in subsidiaries

2012 2011
Opening acquisition value, 1 January 19 541 18 927
Shareholders' contribution 15 261 420
Deduction of capital -542 -
Acquisitions - 195
External disposals -8 321 -
Internal disposals - -1
Closing acquisition value, 31 December 25 939 19 541
Opening write-down, 1 January -1 220 -1 202
Reversed write-downs for the year - -18
Closing write-down, 31 December -1 220 -1 220
Closing book value, 31 December 24 719 18 321

Over and above the direct-owned shares and participations of the Parent Company the following companies are included in the Group:

Reg.no. Registered office Capital/voting (%)
Audit Value International B.V. Netherlands 100/100
Duego Technologies AB 556820-3110 Gothenburg 70/70
Duego Ltd Malta 70/70
Proven UK Ltd UK 68/68
G3 Good Governance (US) Corporation USA 68/68
Palmer Data Technologies Ltd (under G3) UK 54/54
Guider Media Group Europe AB 556800-3205 Stockholm 100/100
Mellersta Sveriges Lantbruks AB 556031-9013 Vadstena 100/100
Plonvik Sp. z o.o. Poland 100/100
Rolnyvik Sp. z o.o. Poland 100/100
Kinnevik Consumer Finance AB 556833-3917 Stockholm 100/100
Kinnevik Holding SA Luxembourg 100/100
Kinnevik Mauritius Ltd Mauritius 100/100
Kinnevik Media Holding AB 556880-1590 Stockholm 100/100
Kinnevik Online AB 556815-4958 Stockholm 100/100
Kinnevik Internet Holding AB 556865-2779 Stockholm 100/100
Kinnevik Internet 1 AB 556884-6470 Stockholm 100/100
Kinnevik Internet 2 AB 556884-6462 Stockholm 100/100
Kinnevik Internet 3 AB 556890-5003 Stockholm 100/100
Kinnevik Internet 4 AB 556890-5540 Stockholm 100/100
Reg.no. Registered office Capital/voting (%)
Kinnevik Online Holding AB 556862-0404 Stockholm 100/100
Invik Mauritius Ltd Mauritius 100/100
Millcellvik AB 556604-8285 Stockholm 100/100
Milvik AB 556849-6250 Stockholm 56/56
Millvik Ghana Ltd Ghana 56/56
Milvik Mauritius Holding Ltd Mauritius 56/56
Milvik Tanzania Ltd Tanzania 56/56
Milvik Senegal SARL Senegal 56/56
Milvik Bangladesh Ltd Bangladesh 56/56
Relevant Traffic Europe AB 556618-1987 Stockholm 99/99
Saltside Technologies AB 556852-1669 Gothenburg 78/78
Saltside Technologies JLT Dubai 78/78
Vireo Energy AB 556798-5907 Stockholm 78/78
Vireo Energy Polska Sp. z.o.o Poland 78/78
Vireo Energy Sierakowa Sp. z.o.o Poland 78/78
Vireo Energy, foreign limitied liability company Belarus 78/78
Metro International S.A. Luxembourg 98/98
Metro International Luxembourg Holding S.A. Luxembourg 100/100
Metro International UK Ltd UK 100/100
Metro International Sweden AB 556573-4000 Stockholm 100/100
Metro International AB 556275-8853 Stockholm 100/100
Offerta AB 556743-5887 Stockholm 70/70
SaveMyDay Online Services AB 556844-2809 Stockholm 100/100
Metro Scandinavia Holding AB 556345-1573 Stockholm 65/65
Metro Sweden Media AB 556877-3104 Stockholm 65/65
Metro Sweden Holding AB 556625-7530 Stockholm 65/65
Metro Nordic Sweden AB 556585-0046 Stockholm 65/65
Tidnings Aktiebolaget Metro 556489-1678 Stockholm 65/65
Metro Göteborg Försäljnings AB 556716-1277 Stockholm 65/65
Tidnings AB Metro Göteborg 556716-1285 Stockholm 65/65
Metro Xpress Denmark A.S. Denmark 51/51
Distributionskompagniet ApS Denmark 51/51
Soundvenue A.S. Denmark 31/31
Clarita B.V. Netherlands 100/100
M. I. Advertising Services Ltd Greece 100/100
Edizione Metro Sarl Italiy 100/100
Metro Publicita Sarl Italiy 100/100
Metronews S.L. Spain 100/100
Vi&Bo Russian Press Services Ltd Cyprus 100/100
CJSC Publishing House Three Crowns Russia 100/100
Metro USA Inc USA 100/100
Publimetro S.A. Chile 100/100
Inversiones Pro Medios Limitida Chile 100/100
SubTV S.A. Chile 100/100
Administardora de Franquicias S.A. Guatemala 100/100
Publimetro Colombia S.A.S. Colombia 51/51
Publicaciones Metropolitanas S.A. de CV
Metro do Brasil Consultoria Administrativa e
Mexico
Brasil
73/73
100/100
Editorial e Participações Ltda
Publimetro Puerto Rico LLC Puerto Rico 70/70
Metro Investment Holding Ltd Hongkong 100/100
Metro Publishing Hong Kong Ltd Hongkong 100/100
Metro Logistic Ltd Hongkong 100/100
Metro Gift Box Company Ltd Hongkong 100/100
Metro Print Advertising Ltd Hongkong 100/100
Metro Interactive Advertising Ltd Hongkong 100/100
P4L Ltd Hongkong 100/100

Note 10 Other provisions

2012 2011
Environmental studies 4 4
4 4
Long-term 4 4
4 4

County administrative boards have submitted claims to Kinnevik regarding environmental studies at a number of sites where Fagersta AB (through name changes and a merger, Investment AB Kinnevik) conducted operations until 1983. Kinnevik's position is that the Company's responsibility to perform any decontamination measures must be very limited, if any, primarily out of consideration to the long period of time that has passed since any potential contamination damages occurred and the regulations that were in force at the time, and the fact that a quarter century has passed since operations were shut down or turned over to new owners. Kinnevik has therefore not made any provisions for potential future claims for decontamination measures. SEK 5 m was provided in 2007 for potential environmental studies that Kinnevik might be required to pay for of which approximately SEK 1.2 m was used in 2010 to 2012.

Note 11 Shareholders' equity

Change in shareholders' equity from the preceding year's balance sheet are presented in Movements in Shareholders' equity of the Parent Company.

Share capital

Investment AB Kinnevik's share capital as of 31 December 2012 was distributed among 277,583,190 shares with a par value of SEK 0.10 per share.

Distribution by class of shares was as follows

Number of
shares
Par value
(SEK 000s)
Outstanding Class A shares 48 665 324 4 867
Outstanding Class B shares 228 517 952 22 851
Class B shares in own custody 135 332 14
Class C shares in own custody 264 582 26
Registered number of shares 277 583 190 27 758

During 2011, 25,086 class C shares were converted to class B shares and delivered to the participants in the Long Term Incentive Plan for 2008.

During 2012, 135,332 class C shares were converted to class B shares to be delivered to the participants in the Long Term Incentive Plan for 2009. Those shares were not yet delivered on 31 December 2012.

One class A share entitles to ten votes, one class B share to one vote and one class C share to one vote. All class A shares and class B shares provide equal rights to participation in Kinnevik's assets and earnings. Class C shares are not entitled to dividend.The total amount of votes in Kinnevik is 715,571,106.

Shareholders including Verdere S.à.r.l., SMS Sapere Aude Trust, Sophie Stenbeck and HS Sapere Aude Trust together holding shares representing 46.2% of the votes and 11.9% of the share capital in Kinnevik, have informed the Company that they have an agreement regarding coordinated voting of their shares. Verdere S.à.r.l is owned, directly and indirectly, by Cristina Stenbeck and Max Stenbeck, 50% each.

The Board was authorized by the AGM 2012 to repurchase a maximum of 10% of all shares in the Company. During the year no shares were bought back. There are no convertibles or warrants in issue.

Regarding share based long-term incentive plans (LTIP) refer to Note 29 for the Group.

Note 12 Interest-bearing loans

Interest-bearing long-term loans

2012 2011
Bonds 1 199 425
Accrued borrowing costs -24 -4
1 175 421

Interest-bearing short-term loans

2012 2011
Commercial paper program 843 -
Liabilities to credit institutions 1 207 1 721
2 050 1 721

For further information about the Parent Company's interest bearing loans refer to Note 20 for the Group.

Note 13 Accrued expenses

2012 2011
Accrued personnel expenses 24 16
Accrued interest expenses 10 0
Other 7 7
41 23

Note 14 Pledged assets

2012 2011
For liabilities to credit institutions
Shares in subsidiaries - 8 320
Shares in associated companies and other companies 1 805 1 633
1 805 9 953

Listed shares in associated companies have been pledged in favor of a number of banks for the parent company's financing. There were no outstanding debt secured by those pledged assets at the end of the year.

Note 15 Contingent liabilities

2012 2011
Sureties and guarantees for subsidiaries - 1
Guarantee commitments, FPG 1 1
1 2

Refer also to Note 10 regarding costs for decontamination of contingent contamination damages.

Note 16 Intra-group transactions

Intra-group revenue for the Parent Company amounted to SEK 17m (18) of which refer to invoicing of management fee to Korsnäs AB of SEK 11m (12) and Kinnevik New Ventures AB of SEK 6m (6). During 2012 the shares and warrants in Metro was sold to the subsidiary Kinnevik Media Holding AB for a total purchase price of SEK 323m.

The Parent Company and the Swedish subsidiaries have their liquidity arranged through central bank accounts in different currencies. In addition, the Parent Company has a number of loans to subsidiaries. Market rate of interest are charged for all those balances.

Note 17 Personnel

Average number of employees

2012
men women men women
Parent Company
Stockholm 8 9 5 7

Salaries, other remuneration and social security expenses (SEK 000s)

2012 2011
Board,
CEO
and
other
senior
execu
tives
Other em
ployees
Board,
CEO and
other
senior
executi
ves
Other em
ployees
31 848 9 075 23 725 4 631
14 551 4 366 10 762 3 160
4 545 1 515 3 306 1 705
7 826 1 925 5 873 1 093

1) Board, CEO and other senior executives includes former employees.

Salaries and other remuneration to the Board, CEO and other senior executives are further presented in Note 29 for the Group.

Note 18 Financial assets and liabilities by category

2012 Finan
cial assets
accounted for
Loan receiva
bles and trade
Financial Total book
at cost receivables liabilities value
Receivables from
Group companies
- 14 436 14 436
Receivables from
associated com
panies
- - 0
Shares and par
ticipation in other
companies
29 - 29
Interest-bearing
receivables
- - 0
Other receivables - 7 7
Short-term invest
ments
- - 0
Cash at bank - 12 12
Total financial
assets
29 14 455 14 484
Interest-bearing
liabilities
3 225 3 225
Liabilities to Group
companies
7 650 7 650
Trade creditors 8 8
Other liabilities 44 44
Total financial
liabilities 10 927 10 927
2011 Finan
cial assets
accounted for
at cost
Loan receiva
bles and trade
receivables
Financial
liabilities
Total book
value
Receivables from
Group companies
- 14 661 14 661
Receivables from
associated com
panies
- - 0
Shares and par
ticipation in other
companies
29 - 29
Interest-bearing
receivables - - 0
Other receivables
Short-term invest
- 14 14
ments - - 0
Cash at bank - 1 1
Total financial
assets
29 14 676 14 705
Interest-bearing
liabilities
Liabilities to Group
2 142 2 142

Fair value

Total financial

For financial assets which are valued at accrued acquisition value and are charged with floating rate or have short-term maturity, the book value correspond to fair value.

Trade creditors 5 5 Other liabilities 53 53

liabilities 4 394 4 394

The undersigned certify that the consolidated accounts and the annual report have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted for use in the European Union, and generally accepted accounting principles respectively, and give a true and fair view of the financial positions and results of the Group and the Parent Company, and that the Board of Director's Report gives a fair review of the development of the operations, financial positions and results of the Group and the Parent Company and describes substantial risks and uncertainties that the Group companies face.

Stockholm, 26 March 2013

Cristina Stenbeck Tom Boardman Vigo Carlund Chairman of the Board Member of the Board Member of the Board

Dame Amelia Fawcett Wilhelm Klingspor Erik Mitteregger Member of the Board Member of the Board Member of the Board

Allen Sangines-Krause Mia Brunell Livfors Member of the Board President & CEO

Our Audit Report was issued on 26 March 2013 Ernst & Young AB

Thomas Forslund Authorized Public Accountant

Audit Report

To the annual meeting of the shareholders of Investment AB Kinnevik (publ), corporate identity number 556047-9742

Report on the annual accounts and consolidated accounts

We have audited the annual accounts and consolidated accounts of Investment AB Kinnevik (publ) for the year 2012. The annual accounts and consolidated accounts of the company are included on pages 31-75.

Responsibilities of the Board of Directors and the Managing Director for the annual accounts and consolidated accounts

The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of these annual accounts in accordance with the Annual Accounts Act and of the consolidated accounts in accordance with International Financial Reporting Standards, as adopted by the EU, and the Annual Accounts Act, and for such internal control as the Board of Directors and the Managing Director determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these annual accounts and consolidated accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts and consolidated accounts are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts and consolidated accounts. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the annual accounts and consolidated accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors and the Managing Director, as well as evaluating the overall presentation of the annual accounts and consolidated accounts.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Opinions

In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the balance sheet of the parent company as of 31 December 2012 and of its statement of income and its cash flows for the year then ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2012 and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the EU, and the Annual Accounts Act. A corporate governance statement has been prepared. The statutory administration report and the corporate governance statement are consistent with the other parts of the annual accounts and consolidated accounts.

We therefore recommend that the annual meeting of shareholders adopt the income statement and balance sheet for the parent company. We also recommend that the annual meeting of shareholders adopt the consolidated statement of income and the consolidated balance sheet.

Report on other legal and regulatory requirements

In addition to our audit of the annual accounts and consolidated accounts, we have also audited the proposed appropriations of the company's profit or loss and the administration of the Board of Directors and the Managing Director of Investment AB Kinnevik (publ) for the year 2012.

Responsibilities of the Board of Directors and the Managing Director

The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss, and the Board of Directors and the Managing Director are responsible for administration under the Companies Act.

Auditor's responsibility

Our responsibility is to express an opinion with reasonable assurance on the proposed appropriations of the company's profit or loss and on the administration based on our audit. We conducted the audit in accordance with generally accepted auditing standards in Sweden.

As a basis for our opinion on the Board of Directors' proposed appropriations of the company's profit or loss, we examined the Board of Directors' reasoned statement and a selection of supporting evidence in order to be able to assess whether the proposal is in accordance with the Companies Act.

As a basis for our opinion concerning discharge from liability, in addition to our audit of the annual accounts and consolidated accounts, we examined significant decisions, actions taken and circumstances of the company in order to determine whether any member of the Board of Directors or the Managing Director is liable to the company. We also examined whether any member of the Board of Directors or the Managing Director has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.

Opinions

We recommend to the annual meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.

Stockholm, 26 March 2013

Ernst & Young AB

Thomas Forslund Authorized Public Accountant

De!nitions of !nancial key ratios

Operating margin

Operating income divided by revenue.

Capital employed

Total assets less non-interest-bearing liabilities less deferred tax liability.

Return on capital employed

Income after financial items plus interest expenses divided by average capital employed.

Return on shareholders' equity

Net profit divided by average shareholders' equity.

Equity/assets ratio

Shareholders' equity, including minority holding as a percentage of total assets.

Net debt

Interest-bearing liabilities including provisions for pensions less total interest-bearing receivables, short-term investments and cash and cash equivalents.

Debt/equity ratio

Interest-bearing liabilities including interest-bearing provisions divided by shareholders' equity.

Risk capital ratio

Shareholders' equity including minority interest in shareholders' equity and deferred tax liability divided by total assets.

Average number of shares

Balanced average of number of shares outstanding during the year, adjusted for share issues, splits and buybacks.

Earnings per share

Net profit for the year, attributable to equity holders of the Parent Company, divided by average number of shares.

Shareholders' equity per share

Shareholders' equity, attributable to equity holders of the Parent Company, divided by number of shares.

Market price

Market price at 31 December adjusted for share issues and splits.

Dividend per share

Paid or proposed dividend per share adjusted for share issues and splits.

Dividend yield

Dividend divided by market price at 31 December.

Net Asset Value

Listed Holdings are valued based on the market prices listed on the closing date. The listed market price used for the Group's financial assets is the current bid price. For companies with two classes of shares the market price for the most liquid share class is used.

The value of unlisted companies is based on generally accepted valuation principles such as discounted cash-flow models, multiple valuation using EBIT, net profit etc.

Board of Directors

The Board of Directors and Chief Executive Officer of Investment AB Kinnevik.

Left to right: Dame Amelia Fawcett, Mia Brunell Livfors, Tom Boardman, Wilhelm Klingspor, Vigo Carlund, Erik Mitteregger, Cristina Stenbeck and Allen Sangines-Krause.

For information about individual directors, please refer to pages 36-37.

Senior Executives

Top feft to right: Henrik Persson, Jonas Kjellberg, Mikael Larsson and Joakim Andersson. Bottom left to right: Torun Litzén, Mia Brunell Livfors and Anders Kronborg.

Mia Brunell Livfors President and Chief Executive Officer

Investment AB Kinnevik

Studies in Business Administration at Stockholm University, born 1965. Various managerial positions within Modern Times Group MTG AB 1992-2001 and Chief Financial Officer 2001-2006. President and CEO of Investment AB Kinnevik since 2006.

Chairman of the Board of Metro International S.A. since 2008, member of the Board since 2006. Member of the Board of Tele2 AB since 2006, Millicom International Cellular S.A. and Modern Times Group MTG AB since 2007, H & M Hennes & Mauritz AB since 2008, CDON Group AB since 2010 and BillerudKorsnäs AB since 2012 (member of the Board of Korsnäs AB 2006-2012). Shareholding: 20,125 class B shares.

Henrik Persson Head of New Investments Studies in Business Administration, Lund University, born 1974. Employed since 2004. Director Corporate Communications 2004-2007.

Member of the Board of Black Earth Farming Ltd since 2006, Avito Holding AB and Bayport Management Ltd since 2009, CDON Group AB since 2010 and Milvik AB since 2011. Shareholding: 1,000 class A shares and 7,887 class B shares.

Mikael Larsson Chief Financial Officer Graduate in Business Administration, Uppsala University, born 1968. Employed since 2001.

Member of the Board of Bergvik Skog AB since 2008, Vireo Energy AB since 2010 and Transcom WorldWide S.A. and BillerudKorsnäs AB since 2012. Shareholding: 8,111 class B shares.

Anders Kronborg Chief Operating Officer

Graduate in Economics University of Copenhagen, born 1964. Employed since 2012. CFO of Metro International S.A. since 2007.

Member of the Board of Millicom International Cellular S.A., Vireo Energy AB, G3 Good Governance Group Ltd and

co-opt Member of Board of Black Earth Farming Ltd since 2012. Shareholding: -

Jonas Kjellberg Business Area Manager Online

Graduate in Business Administration, Uppsala University, Graduate in Engineering, KTH Royal Institute of Technology, born 1971. Employed since 2012. Co-opted Member of Board of CDON Group AB since 2012. Shareholding: 10,000 class B shares.

Torun Litzén Director Corporate Communications

Graduate in Business Administration, Stockholm School of Economics, born 1967. Employed since 2007. Shareholding: 5,887 class B shares.

Joakim Andersson Group Treasurer Graduate in Business Administration, Växjö University, born 1974. Employed since 2007.

Various positions within Banque Invik Luxembourg Filial 2001-2007 and Branch Manager 2006-2007. Shareholding: 5,098 class B shares.

Annual General Meeting 2013

Date and venue

The Annual General Meeting will be held on Monday, 13 May 2013, at 10:00 a.m. at the Hotel Rival, Mariatorget 3, Stockholm. The doors will open at 9:00 a.m. and registration will be conducted until 10:00 a.m., when the doors will be closed.

Who is entitled to participate?

Shareholders who intend to participate at the Annual General Meeting shall

  • be entered in the share register maintained by Euroclear Sweden AB on Monday, 6 May 2013
  • give notice of their attendance no later than Monday, 6 May 2013, at 3:00 p.m.

Shareholders cannot vote or, in any other way, participate on distance.

How to be entered in the register of shareholders

Shares can be registered in the share register maintained by Euroclear Sweden AB in the name of the owner or the nominee. Shareholders whose shares are registered in the names of nominees must temporarily re-register the shares in their own name to be entitled to participate in the Annual General Meeting. Shareholders requiring such re-registration must inform the nominee of this in sufficient time prior to 6 May 2013.

How to notify intention to participate

Shareholders can notify the Company of their intention to participate by using one of the following alternatives:

  • through the Company's website, www.kinnevik.se
  • by writing to the Company at: Investment AB Kinnevik, c/o Computershare AB, P.O. Box 610, SE-182 16 Danderyd, Sweden
  • by telephone, +46 (0) 771 24 64 00, from 9 April, weekdays from 9:00 a.m to 4:00 p.m.

Notification should include the following information:

  • Name
  • Personal identification number/corporate registration number
  • Address and telephone number
  • Shareholding
  • Representatives, if applicable

If participation is based on written power of attorney, this should be submitted in conjunction with notification of participation in the Annual General Meeting. A template proxy form is available on the Company's website at www.kinnevik.se. Notification must be submitted to the Company no later than Monday, 6 May 2013 at 3:00 p.m.

Nomination Committee

In accordance with the resolution of the 2012 Annual General Meeting, Cristina Stenbeck has convened a Nomination Committee consisting of members representing the largest shareholders in Kinnevik. The Nomination Committee is comprised of Cristina Stenbeck, Max Stenbeck on behalf of Verdere Sàrl, Wilhelm Klingspor on behalf of the Klingspor family, Ramsay Brufer on behalf of Alecta, and Edvard von Horn on behalf of the von Horn family.

Information about the work of the Nomination Committee can be found on Kinnevik's corporate website at www.kinnevik.se.

Financial information

Interim Report January-March, 19 April 2013 Interim Report January-June, 19 July 2013 Interim Report January-September, 23 October 2013 Year-end Report 2012, February 2014 Annual Report for 2013, April 2014 Annual General Meeting, May 2014

Annual Report 2007 Head office: Skeppsbron 18 Box 2094 SE-103 13 Stockholm Telephone: + 46 8 562 000 00 Telefax: + 46 8 20 37 74 Registration number: 556047-9742 www.kinnevik.se

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