NAXS — Annual Report 2011

Mar 22, 2012

ANNUAL REPORT 2011

NAXS Nordic Access Buyout Fund AB (publ)

(This text is an in-house translation of the Annual Report 2011 in Swedish, which constitutes the original version)

SHAREHOLDERS INFORMATION

Annual General Meeting, May 8, 2012 The Annual General Meeting will be held on Wednesday, May 8, 2012, at 4:00 pm at the offices of the law firm Vinge, Smålandsgatan 20, Stockholm. Any questions prior to the Annual General Meeting should be forwarded to the Chairman of the Board, Björn C Andersson, via e-mail at: bjorn.c.andersson@comhem.se or by phone +46 (0) 70-206 2006 85.

Participation

In order to participate in the Annual General Meeting, shareholders must be registered in the share register maintained by Euroclear Sweden AB no later than Wednesday May 2, 2012, and also preferably have notified their intention to attend the Annual General Meeting and, if applicable, provide information on any representative/proxy/advisor who will represent/accompany the shareholder to the meeting by Wednesday, May 2 2012. Notification shall be sent in writing to Lennart Svantesson, NAXS Nordic Access Buyout Fund AB, Grev Turegatan 10, 114 46 Stockholm, 08- 611 33 25, or by e-mail to: info@naxs.se. Notification shall include the shareholder's name, personal identification number/corporate registration number (or similar), address and daytime telephone number, as well as, wherever applicable, details of any representative/proxy/advisor. A maximum of two advisors per shareholder may attend. To facilitate registration at the Meeting, notification, wherever applicable, should include a signed power of attorney, registration certificate and/or other documents proving identity.

Nominee-registered shares

To be entitled to participate in the Annual General Meeting, shareholders whose shares are held in the name of a trustee must request that the shares be temporarily re-registered in their own name in the share register maintained by Euroclear Sweden AB. The shareholder must inform the trustee sufficiently in advance to enable completion of such registration by Wednesday May 2 2012.

Dividend

The Board of Directors proposes to the annual general meeting the payment of a SEK 0.40 dividend per share for the financial year 2011.

Financial Information 2012

Interim Report (3 months): April 16, 2012 Annual General Meeting: May 8, 2012 Interim Report (6 months): July 18, 2012 Interim Report (9 months): October 23, 2012

Content	Page
Shareholders information	2
Comments from the CEO	3
Board of Directors report	5
Consolidated Income statement	22
Consolidated Balance sheet	23
Consolidated statement of changes in equity	24
Consolidated statement of cash flows	24
Parent Company Income statement	25
Parent Company Balance sheet	26
Parent Company statement of changes in equity	27
Parent Company statement of cash flows	27
Notes to the financial statements	28
Auditors report	45

Comments from the CEO

Lennart Svantesson, Chief Executive Officer

Despite the turmoil that has affected the financial markets, NAXS has maintained a stable net asset value during the 5 years since its launch.

During 2011, NAXS reached an investment level of around 65%, which means that two-thirds of its capital has now been put to work in nearly 70 portfolio companies.

While 2011 began with a positive trend and an increased level of private equity activity, this trend was reversed during the summer as a consequence of the financial crisis in Europe. The Nordic private equity market, however, continued to attract international capital, as demonstrated by several successful fundraisings by local buyout managers during the year.

For NAXS, some of the highlights for 2011were:

• 2 new fund commitments (a EUR 7.25 million commitment to Intera Partners Fund II and a SEK 65 million commitment to Valedo Partners Fund II);
• the 8 funds NAXS has committed to acquired 15 new portfolio companies, bringing the total number of companies acquired since NAXS' inception to 72 (including the 4 portfolio companies that have been fully exited). In addition, there were a large number of add-on acquisitions;
• the capital invested in these portfolio companies amounted to 65% of NAXS' equity;
• 3 partial exits took place;
• 2 major recapitalizations occurred, both returning in excess of the total original investment in the respective portfolio companies;
• the implementation of a share repurchase program.

In 2010, NAXS changed listing from First North to the NASDAQ OMX Stockholm Exchange. In 2011, NAXS continued and intensified its communication to the stock market in order to promulgate the business concept of the Company.

Under the so-called Yale model for long-term asset management, a significant part of a portfolio should be allocated to alternative assets, such as private equity, real estate and hedge funds. Yale endowment management currently has a target allocation of 35% of its portfolio to private equity. NAXS offers investors an exposure to the private equity asset class, through indirect investments in unlisted companies in various industries, with an attractive level of diversification:

• 8 funds from 6 managers;
• 3 different vintage years (2007, 2008 and 2011);
• an exposure to all Nordic countries and to some extent to Europe (as well as, mainly though the commitment to Apax, to the rest of the world);

• an exposure to 72 portfolio companies, 4 of which have been fully exited;

• the 10 largest holdings account for less than 25% of the NAV, and no single portfolio company accounts for more than 5% of NAV;

• a sector diversification as shown below:

For 2012, we expect:

• a continued relatively high pace of investment, resulting in NAXS having over 80 portfolio companies and reaching an investment level in excess of 75% by the end of 2012;
• that some of the 8 underlying funds NAXS has committed to will be fully invested, and that their respective managers will begin to raise successor funds.
• We also expect that, depending on the financial markets and macro-economic developments, a number of portfolio companies may be exited during the year.

Board of Directors' Report

The Board of Directors and the CEO of NAXS Nordic Access Buyout Fund AB (publ) ("NAXS", "the Company", or the "Parent Company"), Swedish corporate identification number 556712-2972, are hereby presenting the annual report for the Group and the Parent Company for the financial year 2011. The financial statements are subject to the approval of the Annual Meeting of the shareholders to be held on May 8, 2012.

Group

General operations

NAXS is a Swedish limited company operating as a fund of funds with a focus on Nordic buyout funds. The objective is to make the Nordic private equity market accessible to a broader range of investors, while offering liquidity through the Company's publicly traded shares. The investment strategy is oriented towards a selective but diversified fund portfolio.

Operations commenced on 17 April 2007 and the Company was listed on the Stockholm Stock Exchange's First North since 14 May 2007. Since 8 June 2010, the Company is listed on the NASDAQ OMX Stockholm.

NAXS Nordic Access Buyout Fund AB (publ), Corporate 556712-2972, is the Parent Company based in Stockholm. In addition to the Parent Company, the Group consists of an operational Norwegian subsidiary NAXS Nordic Access Buyout AS, headquartered in Oslo. The subsidiary operates as a holding company for the Group's fund investments.

Naccess Partners AB has been contracted as the investment advisor to NAXS AS.

Share and ownership

The number of shares at the beginning of the year amounted to 15 million. At year-end the number of shares were 14 988 546. The company's treasury shares at year-end amounted to 11 454. At year-end, NAXS' share price was SEK 23.80 and the total shareholders' equity per share was SEK 37.51. Market capitalization was MSEK 357. The number of shareholders was 503. Major shareholders are listed in the Corporate Governance Report.

Objective and investment strategy

Below are the overall investment criteria for the Company's investment activities.

Type of fund

Private equity funds with a buyout focus that are managed by established managers. However, a smaller portion of the Company's assets may be invested in newly established buyout funds.

Instruments

Interest in private equity funds (shares or partnership interests). However, the Company's assets shall not be invested in pure debt instruments or various intermediate forms, such as convertible debentures and mezzanine instrument.

Geographic focus

Funds, which have the Nordic region (Denmark, Finland, Norway and Sweden) or at least one of the Nordic countries as the investment focus, or have a management group dedicated to the Nordic region.

Investment size

Typically MSEK 50 – 300, depending on each respective fund's size, the Company's available means for investment and the number of fund holdings in the portfolio.

Number of fund investments¹

Commitments to 7-10 different fund managers and, over time, different "vintages".

Other limitations²

Commitments and/or investments may not result in an exposure of the Group's net value asset value (NAV), which, at the time of investment, exceed:

• 125%³ for commitments to and/or investments in underlying funds
• 40% in funds from the same manager
• 20% for the aggregate of all co-investments, and 5% for each single co-investment

Net asset value means (i) the total value of all investments and joint investments in the Group, plus (ii) cash and liquid assets of the Group, and minus (iii) all liabilities of the Group, which (i) is based on the asset value according to the latest quarterly or semi-annual report provided by the relevant private equity fund (usually the fair value calculated in accordance with the International Private Equity and Venture Capital Valuation Guidelines) in which investment and co-investments have been made or, if no such value has been reported, the book value as set forth in the NAXS Group's most recent consolidated financial statements, and where (ii) and (iii) are based on reported assets in the Group's most recent consolidated financial statements.

Market review

The private equity buyout market was characterized by two divergent trends in 2011. A high level of both investment and exit activity was experienced during the first half of the year, with the volume of private equity-backed transactions reaching levels not seen since the start of the credit crisis of 2008. In the second half of 2011, however, the concerns surrounding levels of sovereign debt in the Eurozone led to uncertainty in public and private investment markets worldwide, resulting in a notable fall in the volume of new private equity transactions and in a less favorable exit market.

Despite the economic uncertainties, the Nordic buyout market continued throughout the year to be the focus of international private equity investors, as highlighted by a number of successful fundraisings by Nordic managers during 2011.

Fund portfolio

During 2011, NAXS made 2 new commitments: a EUR 7.25m commitment to Intera Fund II KY in April, and a SEK 65m commitment to Valedo Fund II AB in July. Thus, as of December 31, 2011, NAXS had commitments to 8 underlying funds.

At the end of the reporting period:

• The fair value as well as the book value of fund investments amounted to MSEK 360, which corresponds to 64 percent of the Company's total equity;
• Outstanding investment commitments amounted to MSEK 302, which can be used by the underlying funds for new investments;
• Total investment commitments to underlying funds amounted to MSEK 685, which corresponds to 121,8 percent of the Company's total equity.

Acquisitions and divestments

As of December 31, 2011, NAXS' underlying funds had acquired a total of 72 companies, 4 of which had been fully divested. The 4 exits have generated returns of over 25% per year.

¹ Applies to the Company's target portfolio in the long term.

²Applies to the Company's target portfolio in the long term.

³ The aim is to improve the return on equity through a relatively higher portion of NAXS' equity remaining invested, since the underlying private equity funds seldom draw more than 100 percent of the commitment.

During 2011, NAXS's underlying funds signed or closed a total of 15 new investments, 3 of which were signed or closed during the fourth quarter. In additions, a number of add-on investments were made.

BOLAG	SEKTOR	FOND
Akademikliniken	Health Care	Valedo Fund I
Corbel	Business & Financial Services	Valedo Fund I
Epicor Software/Activant	IT & Telecom	Apax Europe VII
Golden Jaguar	Consumer Goods & Services	Apax Europe VII
Hjelp 24	Health Care	Herkules Private Equity III
Huscompagniet	Building & Construction	FSN Capital III
iGate /Patni Computer	IT & Telecom	Apax Europe VII
Kamux	Consumer Goods & Services	Intera Fund II
Kinetic Concepts	Health Care	Apax Europe VII
Norsk Jernbanedrift	Building & Construction	Herkules Private Equity III
Orange Switzerland	IT & Telecom	Apax Europe VII
Royal Ravintolat	Consumer Goods & Services	Intera Fund II
Tamtron	Industrial	Intera Fund II
The Binding Site	Health Care	Nordic Capital Fund VII
Trader Corporation	Media	Apax Europe VII

3 partial exits occurred during 2011:

• NAXS received from Apax Europe VII part of the proceeds relating to the exit of Weather Investments further to a merger of the company with Vimpelcom;
• FSN Capital III divested the non-core care & treatment business of its portfolio company Baggium AB;
• Apax Europe VII divested a partial stake in Bankrate through a listing on the New York stock exchange in June. In the fourth quarter, Apax Europe VII continued to divest its stake in Bankrate further to the expiry of the lock-up period.

In addition, both Apax Europe VII and FSN Capital III proceeded to a major recapitalization during 2011. These 2 recapitalizations returned in excess of the total original investment in the relevant portfolio companies.

The partial exits and recapitalizations have resulted in net capital gains of approximately MSEK 12.5 during 2011.

December 31, 2011

• Total commitments: 121,8 % of total equity
• Book value of fund investments: 64 % of total equity

The table below summarizes NAXS' current commitments:

Fund	Commitment Year	Commitment Currency	Initial Commitment Amount (in thousands)
Apax Europe VII LP	2007	EUR	15,000
FSN Capital III LP	2008	EUR	10,000
Herkules Private Equity Fund III LP	2008	NOK	40,000
Intera Fund I KY	2007	EUR	7,000
Intera Fund IIKY	2011	EUR	7,250
Nordic Capital Fund VII LP	2008	EUR	20,000
Valedo Partners Fund I AB	2007	SEK	60,000
Valedo Partners Fund II AB	2011	SEK	65,000

At the end of the reporting period, NAXS' total investment commitments to underlying funds amounted to KSEK 684,687 (the difference between the initial commitments, KSEK 16,306, and total investment commitments can be explained by the fact that a commitment decreases with each exit effected by an underlying fund). Outstanding investment commitments amounted to KSEK 301,642.

Underlying funds

Summary information regarding NAXS' underlying funds is provided below:

Apax Europe VII LP

• Fund size: MEUR 11,000
• Segment: large cap
• Geographic focus: primarily Europe
• Vintage: 2008
• Website: www.apax.com
• Description: Apax Europe VII is the latest pan-European fund raised by Apax Partners, one of the largest private equity organizations in the world, operating out of ten offices on three continents. Funds advised by Apax Partners invest in five sectors: tech & telecom, retail & consumer, media, healthcare and financial & business services.
• No. of portfolio companies at December 31, 2011: 25
• No. of fully divested portfolio companies at December 31, 2011: 2

FSN Capital III LP

• Fund size: MEUR 375
• Segment: mid cap
• Geographic focus: Norway and the Nordic region
• Vintage: 2008
• Website: www.fsncapital.no
• Description: FSN Capital III is the third fund raised by FSN Capital Partners. The fund targets the Nordic mid-size market and operates out of offices in of Oslo, Stockholm and Copenhagen
• No. of portfolio companies at December 31, 2011: 7

Herkules Private Equity Fund III LP

• Fund size: MNOK 6,000
• Segment: mid cap
• Geographic focus: Norway and the Nordic region
• Vintage: 2008
• Website: www.herkulescapital.no
• Description: Herkules Private Equity III is the third fund raised by Oslo-based Herkules Capital (formerly Ferd Equity Partners). The fund focuses on the oil services, retail, services, telecom and healthcare industries.
• No. of portfolio companies at December 31, 2011: 9

Intera Fund I KY

• Fund size: MEUR 125
• Segment: small cap
• Geographic focus: Finland
• Vintage: 2007
• Website: www.interapartners.fi
• Description: Intera Fund I the first fund raised by Intera Partners, a Finnish private equity firm focusing on the small cap segment in Finland. Intera's management team has an established track record from Capman, IK Investment Partners, CVC and Altor Equity Partners.
• No. of portfolio companies at December 31 2011: 7

Intera Fund II KY

• Fund size: MEUR 200
• Segment: small cap
• Geographic focus: Finland
• Vintage: 2011
• Website: www.interapartners.fi
• Description: Intera Fund II is the second fund raised by Intera Partners (see Intera Fund I KY above).
• No. of portfolio companies at December 31, 2011: 3

Nordic Capital Fund VII LP

• Fund size: MEUR 4,300
• Segment: mid and large cap
• Geographic focus: primarily the Nordic region
• Vintage: 2008
• Description: Nordic Capital Fund VII is the latest fund being established by Nordic Capital and has a primary focus on medium and large transactions in the Nordic countries.
• No. of portfolio companies at December 31, 2011: 10

Valedo Partners Fund I AB

• Fund size: MSEK 1,000
• Segment: small cap
• Geographic focus: Sweden
• Vintage: 2007
• Website: www.valedopartners.com
• Description: Valedo Fund I the first fund raised by Valedo, a Swedish small cap manager with an industrial focus started in 2006 by a spin-off team from EQT, one of the largest private equity houses in the Nordic region. Valedo invests in small companies, where long-term value creation is primarily driven by growth.
• No. of portfolio companies at December 31 2011: 7
• No. of fully divested portfolio companies at December 31, 2011: 2

Valedo Partners Fund II AB

• Fund size: MSEK 2,000
• Segment: small cap
• Geographic focus: Sweden
• Vintage: 2011
• Website: www.valedopartners.com
• Description: Valedo Fund II is the second fund raised by Valedo (see Valedo Partners Fund I AB above)
• No. of portfolio companies at December 31 2011: 0

Evolution of the commitment level since inception

When converted to SEK, the commitment level is subject to variations, even if the value of commitments in local currency remains unchanged.

Uncommitted capital (% of total equity)

Evolution of the investment level since inception

Cash & cash equivalents (% of total equity) Book value of fund investments (% of total equity)

Group Financial performance, 2011

Operating income

The operating loss amounted to KSEK -13,486 (-2,546) for the year. The operating loss includes valuation adjustments of KSEK -3,327 (9,271). The operating expenses amounted to KSEK 10,160 (11,816). The increased expenses are related to the change of listing proceedings. The rate of expenses followed the established plan and the increased expenses are related to the change of listing.

Financial items

Financial items net totaled KSEK 4,679 (1,943) for the period. The interest income, amounting to KSEK 4,679 (1,568), has decreased as a result of the lower amount of liquid assets and the lower interest rates on such liquid assets compared to 2009. Exchange rate profit (losses) amounted to KSEK 0 (375).

Tax and net earnings

The Group's loss after financial items for the period amounted to KSEK -8,807 (-602). Income taxes amounted to KSEK -732 (3,849). Net profit (loss) after tax amounted to KSEK -9,539 (3,247). Earnings (loss) per share were SEK -0,64 (0,22).

Fund Investments

During the interim period, KSEK 75,287 (115,039) was invested in underlying funds. As of December 31, 2011, the book value of fund investments amounted to KSEK 359,840 (300,404). The value of fund investments was adjusted with KSEK -3,327 (9,271) as a result of valuation adjustments to the funds' portfolios.

Cash flow and financial position

Cash flow amounted to KSEK -68,286 (-105 016). The negative cash flow is largely explained by investment in underlying funds. Cash flow from operating activities amounted to KSEK 7,043 (10 023).

Financing

The Group is financed with shareholders' equity. Shareholders' equity amounted to KSEK 562,156 (571,977) at the end of the period, corresponding to SEK 37.51 (38.13) per share and an equity/asset ratio of 100 (100) percent.

Net cash

At the end of the interim period, net cash amounted to KSEK 202,028 (270,314), which corresponds to SEK 13.48 (18.02) per share. During the period, cash and cash equivalents were invested in interestbearing instruments or held on interest-bearing bank accounts, in accordance with the Company's policy.

Events after the interim period

The Board of Directors proposes to the annual general meeting a dividend of SEK 0.40 per share to be paid to the shareholders for the financial year 2011.

Future prospects

Developed world economies are struggling due to sluggish domestic demand, stagnant job creation, as well as high debt levels. Thus, underlying trends for macro-economic fundamentals in most of the industrialized world are pointing towards stunted growth in 2012.

As long as uncertainty remains in the public and credit markets, fund managers are expected to remain cautious, and financing for new deals more restrictive. Buyout activity is therefore likely to remain subdued, at least in the early part of 2012. In addition, due to the correlation between global economic recovery and private equity-backed exit activity, as long as the current market volatility continues, the exit landscape can also be expected to remain relatively subdued in the first months of 2012.

The financial market developments in the second half of 2011 have also resulted in lower valuations for listed companies, which can negatively affect the funds valuations of unlisted holdings.

NAXS' focus on the Nordic region, where the macroeconomic prospects are more favorable than in the rest of Europe, should, however, ensure that the Company's investment level continues to gradually increase in 2012. Similarly, the anti-cyclical nature of a number of portfolio companies held by NAXS' underlying funds could potentially result in successful exits over the next 12 months.

Significant risks and uncertainty factors

The Company's business, financial condition and results could be impacted by a number of risk factors.

As the interest and therefore the competition for investment in private equity as an asset class increases, the number of investment opportunities with reasonable risk and return profile may decline. Much of the Company's return on invested capital will depend on the respective underlying private equity funds' success and ability to generate returns, which in turn is partly due to how skillful the fund manager and their portfolio companies' management teams are to implement value-enhancing improvements in the underlying portfolio of companies. Furthermore, the yield largely depends on the valuation of portfolio companies in investing and disposal dates.

Private equity buyout funds generally use leverage to finance investments in their target companies. In a situation where the target company's profits do not perform well and where market interest rates rise, this may result in decreased and even negative returns for private equity funds. Furthermore, market conditions that make it more difficult or expensive for private equity funds to obtain loans to finance acquisitions may result in reduced returns compared with historical ones. Private equity funds are dependent on their investors having money available when the funds request drawn downs for investments. Under turbulent market conditions there is a risk that some investors cannot meet their obligations. This could affect the Company's ability to pursue its investment strategy and affect the funds' and NAXS' returns.

The Investment Manager has been contracted by NAXS to advise on the Company's investment activities, under an advisory agreement. If principals of the Investment Manager cease to work for the Investment Manager, this could have negative consequences for the Company's development, performance and financial position.

NAXS is exposed to currency risks in the investments made in funds denominated in foreign currencies. No hedging is made on the fund investments.

NAXS is also exposed for the risks related to the macro-economic environment described herein under "Market Review" and "Future Prospects".

For a detailed description of risk and risk management, see Note 18.

Environment

The Company does not conduct any activities that may require an environmental permit.

Parent Company

The Parent Company has not had any sales during the interim period. The loss after financial items amounted to KSEK -27,350 (-4,311). The loss includes a write-down of shares in subsidiaries with KSEK 30 127. The loss in the comparative period was negatively affected by the costs of the change of listing. Net interest income has improved by KSEK 3,980 as a result of higher interest rates and increased lending to group companies. Income tax amounted to KSEK -732 (1,130). The net loss amounted to KSEK -28,082 (-3,181).

Liquid assets at year-end amounted to KSEK 198,719 (268,968).

Dividend

The Board of Directors proposes to the annual general meeting a SEK 0.40 dividends to be paid to the shareholders for the financial year 2012.

Corporate Governance Report

Governance, management and control of the Company is split between the shareholders at the AGM, the Board of Directors and the Chief Executive Officer (CEO) under the Swedish Code of Corporate Governance and statutes.

NAXS Nordic Access Buyout Fund AB is a Swedish public company, whose shares are traded on the NASDAQ OMX Stockholm. Control of the Company is based on Swedish legislation, primarily the Swedish Companies Act, the NASDAQ OMX Stockholm rules for issuers - which also include the Swedish Code of Corporate Governance - and other relevant regulations and guidelines.

Articles of association

The Company's name is NAXS Nordic Access Buyout Fund AB (publ) and it has its registered office in the municipality of Stockholm.

The Company shall directly or indirectly engage in investment activities and in connection therewith, acquire, own and manage and market the investments, shares, fractional and other securities and acquire rights and assume obligations related to investments in or joint investments with companies or funds and related business. The article of association also contains information on the share capital, number of directors and auditors as well as provisions regarding notice and agenda of the AGM. It is available in its entirety on the Company's website www.naxs.se.

Board

The Board of Directors is responsible for establishing policy goals, budget, business and investment plans, financial statements, major changes etc. and for appointing the CEO.

Swedish Code of Corporate Governance

Since the Company's shares are traded on the Stockholm Stock Exchange and the Company's therefore must follow good practice in the securities market, it applies the Swedish Code of Corporate Governance ("Code"). The Code is available at www.bolagsstyrning.se. This corporate governance report has been prepared in accordance with the Swedish Code of Corporate Governance (the Code) in order to describe how the Company applied the Code during the financial year 2011. This corporate governance report is reviewed by the auditors in accordance with the Annual Accounts Act.

Ownership structure

The share capital of the Company amounted as of 31 December 2011 to SEK 750 000, divided into 15 million shares. The number of shares outstanding after share repurchases amounted to 14 988 546.

Each share has one vote. The Company's shares are registered with Euroclear Sweden AB. The quota value per share is SEK 0.05. The shares are traded on the NASDAQ OMX Stockholm.

Largest shareholders as at 31 December 2011, according to Euroclear Sweden AB

Owner	No of shares	Votes and equity in %
QVT Financial LP	7 502 001	50,05
Artio Global Investors Inc.	1 443 484	9,63
Other	6 043 061	40,32
Total	14 988 546	100,00

AGM 2011

At the AGM on May 4, 2011, 11 shareholders were registered, representing 53.75 percent of the total number of issued shares. The AGM was established and resolved, among other things, to:

• approve the balance sheets and income statements of the Group for 2010 and grant the Board and CEO from liability for the 2010 management
• abstain from paying dividends to shareholders
• re-elect Bjorn C. Andersson, Robin Ahlström, Birgitta Johansson-Hedberg, Frans Boch as Board members and appoint Bjorn C Andersson as Chairman of the Board
• the Board should receive a total fixed fee of 675 000 SEK to be divided by 225 000 SEK to the Chairman and by 150 000 SEK each to every other board member
• adopt guidelines for remuneration of senior executives
• adopt the principles for the composition of the Nominating Committee for 2012 AGM
• adopt the Board's proposed amendments to the Articles of Association
• adopt the Board's proposal to approve the authorization for the repurchase of shares

Nomination committee

A nomination committee was appointed consisting of Hans Risberg, representing Artio International Equity Fund, Amaury de Poret, representing QVT Fund LP, and the Company's Chairman Bjorn C Andersson as the convener. Hans Risberg was appointed as chairman of the Committee.

The nomination Committee has held two recorded meetings. The Nominating Committee has, inter alia, assessed whether the current Board meets the requirements that can be expected from the Board of Directors based on the Company's current situation and future evolution. For example, the Board has taken part in an evaluation prepared by the Nomination Committee. The Committee's proposal regarding the appointment of the directors and the chairman of the Board will be provided in advance of the 2012 AGM on www.naxs.se.

Draft Decision on the principles for appointing the Nomination Committee for the AGM 2013 It is proposed that the principle for appointing the Nomination Committee shall be as follows: the Chairman of the Board of Directors shall, by the end of the year's third quarter, contact the two largest shareholders in the Company (based on their respective voting rights). Such two shareholders shall be offered to appoint one representative each to the Nomination Committee, where a director of the Company shall also be appointed. If any such shareholder chooses not to exercise the right to appoint a

representative to the Nomination Committee, such right shall pass on to the next largest shareholder (based on voting rights). The chairman of the Nomination Committee shall be the representative of the largest shareholder (based on voting rights).

If any of the shareholders who appointed a member of the Committee is selling a non-negligible part of its shares during the Committee's mandate and ceases to be a large shareholder with rights to appoint one member of the Committee, should the member who was appointed by such shareholder shall resign from the Committee. No fees shall be paid to the members of the Nomination Committee.

AGM

NAXS highest body is the general meeting where all shareholders are entitled to participate either in person or by proxy. The AGM elects the Board and Chairman of the Board, approve the Company's and the consolidated balance sheets and income statements, decide on the disposition of the profits and decides to discharge the Board and CEO. The AGM also appoints the 's auditors. The AGM also decides on the Board remuneration and approves the principles for remuneration and other terms of employment for senior management. At the AGM, each shareholder has as a general rule the right to vote for all of its shares. AGM decisions are taken by a simple majority of the votes cast. To protect the smaller shareholders, certain decisions taken by qualified majority of the votes cast and the shares represented. In addition, as a general rule the shareholders' meeting must not take decisions which may give an unfair advantage to certain shareholders or be detrimental to the Company or other shareholders.

AGM 2012

The next Annual General Meeting of shareholders in the Company will be held on 8 May 2012 in Stockholm. This Annual General Meeting will be held under the Company's by-laws and comply with the requirements under Swedish law.

Board

Directors' responsibilities

According to the Swedish Companies Act and the Company's by-laws, the Board of Directors is responsible for establishing comprehensive, long-term strategies and objectives, setting budgets and business plans, review and approve financial statements and make decisions regarding investments and significant changes in the Company's organization and operations. The Board also appoints the CEO and sets his/her salary and other compensation.

Board composition

NAXS' Board of Directors shall consist of not less than three and not more than eight members, with eight alternates. The Board consisted of four members (no substitutes) during 2011:

Bjorn C. Andersson, Chairman of the Board

Bjorn C. Andersson is chairman of the board of NAXS Nordic Acecess Buyout Fund (publ) since 2007. Bjorn is currently active as a member of the Board of Euroben Life & Pensions Ltd., Dublin, Nordben Life & Pensions Ltd, Guernsey, Bliwa Livförsäkring and Medivir AB (publ). In addition, Björn has been employed as Executive Vice President of the Swedish Handelsbanken 1989-2006. Over the years he served in various senior positions in Investment Banking and Asset Management. In recent years, he was executive chairman of Handelsbanken Life insurance companies. Bjorn has an MBA and a M.Sc. from Carnegie.Mellon University, Pittsburgh, Pennsylvania, and a licentiate degree from Stockholm School of Economics. Bjorn is a Swedish citizen.

Shareholding in the Company: 6500

Attendance at board meetings: 10 of 10

Bjorn C Andersson is independent of the Company and of the Company's largest shareholder.

Robin Ahlström

Robin Ahlström is director of Nordic Access Buyout Fund AB (publ) since 2007. Robin is currently active as Chairman of the board of directors of Ahlstrom Oy and he possesses more than 30 years of experience in the financial sector, most recently in the position as CEO of Alfred Berg / ABN AMRO, but also from a longer time at Goldman Sachs in London where he was Head of the Bank investment banking in the Nordic and Scandinavian American Bank, New York, Scandinavian Bank in Milan, where he was managing director. In addition, Robin is industrial advisor to Altor Equity Partners. Robin is currently active as a member of the Board of Stronghold and Ahlström Perilliset. Robin is a Master of Economics from the Swedish School of Economics in Helsinki, Finland. He has a M.Sc. from Stanford Business School, Stanford, USA. Robin is a Finnish citizen.

Shareholding in the Company: 7500

Attendance at board meetings: 10 of 10 Robin Ahlström is independent of the Company and of the Company's largest shareholder.

Birgitta Johansson-Hedberg

Birgitta Johansson-Hedberg is a member of the Board of Nordic Access Buyout Fund AB (publ) since 2007. Bridget has extensive experience in executive positions and the Nordic financial sector, most recently as managing director of Swedish Farmers AB and previously as President and CEO of Swedbank AB (publ) (formerly Swedbank AB). Bridget is currently active as chairman of the board of Umeå University and Pocket agency and a member of the board of Fortum Oy, Sveaskog AB (publ), FSA, Rieber & Son AS, Vectura Consulting AB and Sveriges Radio AB. Bridget has a Bachelor of Arts. and psychology degree from the University of Lund. Birgitta is a Swedish citizen.

Shareholding in the Company: 25 000

Attendance at board meetings: 10 of 10

Birgitta Johansson-Hedberg is independent of the Company and of the Company's largest shareholder.

Frans Boch

Frans has extensive experience in the financial sector in general and in particular Private Equity. Since 2005 he has run his own investment company focused on generational investments in smaller and medium-sizes companies. Prior to that he worked for 15 years with private equity, and as Director of Aros Securities, Corporate Finance, with advice to the Scandinavian and international Private Equity funds, as well as Partner of EQT in Copenhagen and in Stockholm and member of the management of NetTest, where the company was owned by private equity fund Axcel. Francis has also worked as an advisor for a number of private equity funds. Today, Frans is active as chairman of Eiva Holding A / S and Intramedic Holding A / S, board member of Lamiflex International AB and a member of the board of Trygheds Gruppen. Frans is a graduate from Copenhagen Business School and has taken management courses at INSEAD and IMD. Frans is a Danish citizen.

Shareholding in the Company: 30 000

Attendance at board meetings: 10 of 10

Frans Boch is independent of the Company and of the Company's largest shareholder.

• The CEO is not a board member but participates in the board meetings and provide any required information and presentations;
• The CFO participates in the board meetings and provide any required information and presentations;
• NAXS meets the NASDAQ OMX stock exchange regulations and the Code's requirement that a majority of the elected board members are independent of the company and that the supervisory board and that at least two of its members are also independent of the company's shareholders.

Board Rules

The Board's work is governed by the annually adopted Rules of Proceedings governing the Board's work, decision-making, signatories and meeting schedule. The Board follows as a guiding principle a set proceedings designed to meet the requirement for a satisfactory information and division of work between the Board and CEO. The Board has established specific CEO's instructions set forth in the Board's Rules. The Board monitors the CEO's activities, is responsible for establishing guidelines for the management of the Company, and ensures that the Company's liquid assets are appropriately invested. The Board is also responsible for developing and monitoring the Company's strategies, plans and objectives, taking decisions on acquisitions and disposals of businesses, major investments, appointments and remuneration of the management and ongoing monitoring of operations during the year.

Chairman

The Chairman is responsible for the Board members receiving regularly the information required to monitor the Company's financial position, earnings, liquidity, economic planning and development, to verify that the Board's decisions are implemented in an efficient manner and that the Board's work is duly evaluated. Furthermore, the Chairman is responsible for the organization of the Nomination Committee and participates in its work.

The Board's work in 2011

The Board of NAXS had ten meetings during the fiscal year 2011. Several meetings were held by telephone. Under the current rules, the Board shall hold at least five regular meetings per calendar year. All the regular Board meetings follow a prescribed agenda, which includes a report from the CEO as well as financial reports, updates on investments, financing issues, employment issues and strategic issues. Key issues discussed during the fiscal year 2011 included recruiting a new CEO, follow-up on the IPO, financing issues, investment issues and the Group's future structure.

Audit committee

The Company has decided that the entire Board shall be included in the Audit committee. The Audit Committee's tasks are described in the Board's Rules. The audit committee shall inter alia monitor the Company's financial reporting, monitoring the effectiveness of the Company's internal controls, risk management on financial reporting, to keep themselves informed about the audit of annual and consolidated accounts, review and monitor the auditors' impartiality and independence, and assist the committee with a resolution in the auditors.

Compensation Committee

The Company has decided that the entire Board shall be included in the Compensation Committee. The Remuneration Committee's tasks are described in the Board's Rules. The Remuneration Committee shall, inter alia, examine whether the compensation paid to senior executives (i.e. the CEO), is on market terms.

Evaluation ot the Board's work

Chairman of the Board annually evaluates the quality of the Board's work and what areas of improvement should be targeted to develop the quality and efficiency of the Board's work. The evaluation result is reported in the Election Committee.

Company Management

During 2011, the management of the NAXS Group consisted of Jeff Bork as CEO between January and June, and Lennart Svantesson as CEO from June onwards. Mr. Svantesson has extensive experience in executive positions in listed and unlisted companies. He has been CEO of Bure Equity AB, CEO of Scribona AB, CEO of Nimbus Boats AB, Managing Director of Arthur D. Little Scandinavia AB and Senior Vice President of Volvo Car Corporation.

Lennart has an MSc from Chalmers University of Technology and has studied economics at the University of Gothenburg University. He is a Swedish citizen.

Shareholding in the Company: 20 000 whereof 10 000 through pension insurance

Chief Operating Officer

The Company's CEO is responsible for the Company's operational management in accordance with the guidelines and instructions of the Board of Directors and shall ensure that the Board receives the information required for its for decision-making regarding the Company's and Group's financial position, earnings, liquidity and development. The CEO attends the board meetings, where he reports.

Auditors

NAXS's auditors are appointed by the AGM for a period of four years. The current period runs out in 2013, and the next election is thus to take place at the 2013 AGM. The Company's registered accounting firm is Ernst & Young, and its chief auditor is authorized auditor Rickard Anderson. Rickard Anderson has been the Company's auditor since 2009. The external auditor's role is to, on the shareholders' behalf and in accordance with applicable laws and regulations, review the Company's accounts, consolidated accounts, annual report, the Board of Directors and Corporate Governance Report. In addition, the Company's interim report for the second quarter of 2011 was reviewed by the auditors. The chief auditor also submits an audit report to the AGM.

Board fees

In accordance with the decision of the AGM 2011, the Board of Directors receive annual fees amounting to a total of 675 000 SEK. The Chairman receive 225 000 SEK, while the other members of the Board receive 150 000 SEK each. The members are appointed for a period of 1 year from the 2011 AGM. For more information on compensation paid to the Board and senior executives, see Note 3 Employees and staff costs.

Guidelines for remuneration and other benefits for senior executives

Before each AGM, the Board shall develop guidelines for determining salaries and other compensation for the CEO and other senior executives of the Company. The 2011 AGM adopted the proposal submitted by the Board regarding guidelines for remuneration to executive management and senior executives. This group includes the CEO.

Proposed guidelines for executive compensation

The Board proposes that the AGM resolves that the following guidelines shall apply to compensation for senior executives for the period until the next AGM. Remuneration to senior executives should be competitive and enable the Company to attract and retain talented senior executives. Remuneration shall be appropriate in such a way as to justify a long-term value creation for the Company. Compensation may consist of four parts:

• fixed salary and fees,
• variable remuneration, which includes share-and share-related incentive,
• pension contributions, and
• other economic benefits.

The Board decides which structure the remuneration shall consist of in order to efficiently fulfill its purpose. In the case of variable remuneration shall be paid, these must be linked to predetermined and measurable criteria and be designed with a view to promoting the long-term value creation. Variable compensation may amount to up to 50 percent of fixed salary. Any share and share related incentive programs should be designed in such a way as to promote common interests between shareholders and senior executives.

Guidelines to be applied until the next Annual General Meeting The above guidelines are unchanged.

Financial reporting

The Board should document how it ensures the quality of financial reporting and communicating with the auditors. The Board is responsible for the quality of financial reporting in each quarterly report. The Board reviews critically the accounting and financial reports issued by the Company, compliance, and any significant uncertainty in the reporting. The auditors attended two regular meetings of the Board. The entire Board takes note of the interim reports before they are published. The Company's auditors attend the Board meeting in connection with the approval of the Company's annual report. The Board has met with the auditors as part of the auditors' review of the Company for the financial year 2011.

The Board's responsibilities

Internal control

The Board is responsible for the internal controls under the Swedish Companies Act and the Code. The following description of internal control and risk management of financial reporting has been prepared in accordance with the Code.

NAXS has a centralized organization. The CEO is the only employee in the Company, the other professionals being engaged on a consultancy basis. The Group has a clear division of responsibilities and internal controls, which is the reason why the need for a separate internal audit function does not exist. Internal control and performance monitoring is done at several levels within the Group, both at the subsidiary level and at Group level.

Control environment

Internal control covers all companies within the Group and includes control of accuracy and reliability of reporting and ensuring that the adopted practices and policies are followed. NAXS has established policies and procedures, including rules of proceedings for the Board, instructions for the CEO, instructions for financial reporting, financial and investment policy and authorization rules. Guidelines are also available for decision making regarding the costs, fund investments and more. Reporting Instructions are designed to support a relevant reporting that follows the organization's structure.

NAXS accounting policies and principles follow IFRS, which ensures a consistent and rigorous financial reporting.

Risk assessment

NAXS is exposed to a variety of risks, both externally and internally. The basis for risk management and risk assessment is to identify and analyze the Company's risks. Risk management is an integral part of the funds evaluation process to ensure that its policies are followed. Comprehensive risk assessments are carried out and where appropriate lead to specific measures to address existing risks. Additional information about the Company's risk and risk management is available on Note 18 on page 42 and on page 13.

Control Activities

Control activities consist of routines and procedures that ensure management directives are carried out and that control objectives for the management of significant risks are reached. Control activities are implemented in the organization. Activities include, among others, approval, verification, reconciliation, performance monitoring and allocation of tasks. NAXS assesses quarterly the

valuations reports from underlying funds. The Group management makes regular controls, the result of which are reported to the Board.

Information and communication

Appropriate information and communication are essential for the internal control systems to function well. NAXS receives quarterly reports from underlying funds relating the development of each fund. The Company's CFO then compiles a report on the Company's share of the fund investments and the value of such fund investments, which is presented to the CEO and Board. NAXS have a small organization, which facilitates effective communication and information between the Company management and the Board.

Follow-up

Monitoring is conducted in the ordinary course of business and forms part of the management's regular activities when carrying out their duties. Any weaknesses in internal controls should be reported to the Board.

Proposal for appropriation of earnings

The Board of Directors proposes to the AGM's that the following earnings of the Parent Company:

Total	566 019 580
Net income	-28 081 706
Retained earnings	16 395 339
Share premium reserve	577 705 947

be appropriated as follows:

Total	566 019 580
To be carried forward	560 024 162
Dividend SEK 0.40 per share	5 995 418

The number of shares that has a right to dividend could decrease at the time of the AGM as a result of the company's repurchase of its own shares.

The Board's opinion on the proposed distribution

The proposed dividend of SEK 0.40 - provided its is approved by the Annual General Meeting reduces the Company's equity ratio to 99 percent and is within the Company's maximum threshold of 125 percent of equity in relation to commitments to and/or investments in underlying funds. The equity ratio is satisfactory. Liquidity in the Company can be maintained at a similarly satisfactory level.

The Board believes that the proposed dividend will not prevent the Company from fulfilling its obligations in the short and long term, nor affect its ability to honor capital calls. The proposed value transfer can be justified with reference to the provisions of ABL Chapter 17, Section 3, § 2-3 (precautionary principle).

Reference is otherwise made to the income statement and balance sheet, including the comments thereto.

CONSOLIDATED INCOME STATEMENT

Amounts in SEK 000s	note	2011	2010
Change in value	1	-3 327	9 271
Operating costs	2	-8 496	-10 250
Cost for personnel	3	-1 663	-1 566
Operating loss		-13 486	-2 546
Financial items
Financial income	5	4 679	1 943
Net Financial items		4 679	1 943
Loss after financial items		- 8 807	-602
Income taxes	10	-732	3 849
Net loss (profit) for the period		-9 539	3 247
Earnings per share, SEK Basic and diluted		-0,64	0,22
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Amounts in SEK 000s		2011	2010
Net loss (profit) for the period		-9 539	3 247
Other comprehensive income		-	-
Total comprehensive income for the period		-9 539	3 247
Attributable to:

Net loss (profit) for the year	-9 539	3 247
Equity holders in the parent company	-9 539	3 247

CONSOLIDATED BALANCE SHEET

Amounts in SEK 000s	note	31/12 2011	31/12 2010
Assets
Fund investments	8	359 840	300 404
Deferred tax asset	10	999	1 730
Total non-current assets		360 839	302 134
Other current receivables		231	85
Prepaid expenses and accrued income	11	72	146
Cash and cash equivalents		202 028	270 314
Total current assets		202 331	270 545
Total assets		563 170	572 680
Equity	12
Share capital		750	750
Other capital contribution		577 706	577 706
Retained earnings		-16 300	-6 479
Equity attributable to equity holders of the
parent company		562 156	571 977
Total equity		562 156	571 977
Current liabilities
Accounts payable		451	-
Other current liabilities		131	409
Accrued expenses and deferred income	13	432	294
Total liabilities		1 014	703
Total equity and liabilities		563 170	572 680
PLEDGED ASSETS AND CONTINGENT LIABILITIES
Pledged assets Contingent liabilities		None None	None None

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Equity attributable to shareholders of the Parent Company
Amounts in SEK 000s	Share Capital	Other contributed capital	Retained earnings, incl. profit/loss for the year	Total Equity
Opening balance 1/1 2011	750	577 706	-6 479	571 977
Loss for the year			-9 539	-9 539
Total changes in assets, excluding transactions with shareholders Repurchase of own shares	750	577 706	-16 019 -281	562 437 -281
Balance at year-end 2011	750	577 706	-16 300	562 156
Opening balance 1/1 2010 Profit for the year	750	577 706	-9 726 3 247	568 730 3 247
Balance at year-end 2010	750	577 706	-6 479	571 977

CONSOLIDATED STATEMENT OF CASH FLOWS

	note
Amounts in SEK 000s	14	2011	2010
Operating activities
Profit/loss after financial items		-8 808	-602
Adjustment for non-cash items, etc.		15 851	6 232
		7 043	5 630
Income tax, paid		-	2 719
Cash flow from operating activities before
changes in working capital		7 043	8 349
Increase (-)/decrease(+) in operating receivables		-71	1 851
Increase (-)/decrease(+) in operating liabilities		310	-177
Cash flow from operating activities		7 282	10 023
Investing activities
Acquisitions of fund investments, net *)		-75 287	-115 039
Cash flow from investing activities		-75 287	-115 039
Financing activities
Repurchase of own shares		-281	-
Cash flow from financing activities		-281	-
Cash flow during the year		-68 286	-105 016
Cash and cash equivalents, beginning of period *)		270 314	375 330
Cash and cash equivalents at the end of the period		202 028	270 314

PARENT COMPANY INCOME STATEMENT

Amounts in SEK 000s	note	2011	2010
Operating costs	2	-2 215	-4 026
Cost for personnel	3	-1 439	-1 307
Operating loss		-3 654	-5 334
Financial items
Result from shares in group companies	4	-30 127	-
Financial income	5	6 431	2 026
Financial expenses	6	-	-1 003
Loss after financial items		-27 350	-4 311
Income taxes	10	-732	1 130
Net loss for the period		-28 082	-3 181

STATEMENT OF COMPREHENSIVE INCOME

Amounts in SEK 000s	2011	2010
Net loss for the period	-28 082	-3 181
Other comprehensive income	-	-
Total comprehensive income for the
period	-28 082	-3 181

PARENT COMPANY BALANCE SHEET

Amounts in SEK 000s	note	31/12 2011	31/12 2010
Assets
Non-current assets
Financial assets
Shares in group companies	7	346 013	276 139
Receivables from Group companies	9	21 397	48 143
Deferred tax asset	10	999	1 730
Total non-current assets		368 410	326 012
Current assets
Receivables from group companies		231	189
Other current receivables		-	85
Prepaid expenses and accrued income	11	72	146
Total current assets		302	420
Cash and cash equivalents		198 719	268 968
Total current assets		199 021	269 387
TOTAL ASSETS		567 431	595 400
SHAREHOLDER´S EQUITY AND
LIABILITIES
Equity	12
Restricted
Share capital (no of shares 14 988 546)		750	750
		750	750
Non restricted
Share premium reserve		577 706	577 706
Retained earnings		16 396	19 858
Earnings for the year		-28 082	-3 181
		566 020	594 383
Total non-restricted equity		566 770	595 133
Current liabilities
Accounts payable		299	-
Liabilities to group companies		100	100
Other current liabilities		131	103
Accrued expenses and deferred income	13	131	64
Total liabilities		661	267
TOTAL EQUITY AND LIABILITIES		567 431	595 400
PLEDGED ASSETS AND CONTINGENT LIABILITIES
Pledged assets		None	None
Contingent liabilities		None	None

PARENT COMPANY STATEMENT OF CHANGES IN EQUITY

	Restricted equity	Unrestricted
Amounts in SEK 000s	Share capital	Share premium reserve	Retained earnings	Profit/loss for the year	Total equity
Opening balance 1/1 2011	750	577 706	16 677		595 133
Loss for the year				-28 082	-28 082
Total changes in assets, excluding transactions with shareholders Share repurchase	750	577 706	16 677 -281	-28 082	567 051 -281
Balance at year-end 2011	750	577 706	16 396	-28 082	566 770
Opening balance 1/1 2010 Profit for the year	750	577 706	19 858	-3 181	598 314 -3 181
Balance at year-end 2010	750	577 706	19 858	-3 181	595 133

PARENT COMPANY STATEMENT OF CASH FLOWS

Amounts in SEK 000s	note 13	2011	2010
Operating activities
Loss after financial items		-27 350	-4 311
Adjustment for non-cash items, etc		29 703	-1 250
Cash flow from operating activities before
changes in working capital		2 353	-5 561
Increase (-)/decrease(+) in operating receivables		348	1 719
Increase (-)/decrease(+) in operating
liabilities		393	-123
Cash flow from operating activities		3 094	3 965
Investing activities
Shareholder´s contributions to subsidiaries		-100 000	-
Increase (-)/decrease(+) in group receivables		26 938	-35 754
Cash flow from financing activities		-73 062	-35 754
Financing activities
Repurchase of own shares		-281	-
Cash flow from financing activities		-281	-
Cash flow during the year Cash and cash equivalents, beginning		-70 249	-39 719
of the year		268 968	308 687
Cash and cash equivalents at the end of the year		198 719	268 968

Notes to the financial statements

ACCOUNTING POLICIES

Corporate information

The consolidated financial statements of NAXS Nordic Access Buyout Fund AB (publ) ("NAXS", "Group", "the Company") for 2011 have been prepared by the Board of Directors and the CEO. The financial statements are subject to the approval of the Annual Meeting of the shareholders to be held on May 8, 2012. The Parent Company is a Swedish limited company (publ) incorporated and domiciled in Stockholm, Sweden whose shares are publicly traded on the NASDAQ OMX Stockholm. NAXS is a company investing in buyout funds with a Nordic focus. The objective is to make the Nordic equity market accessible to a broader range of investors, while offering liquidity through the NAXS' publicly traded shares. The investment strategy is oriented towards a selective but diversified fund portfolio.

General

These financial statements are prepared in accordance with GAAP follows.

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and interpretations of International Financial Reporting Interpretations Committee (IFRIC) as adopted by the EU. Furthermore, the Council for financial reporting and recommendation RFR 1 Supplementary Accounting apply. The annual report for NAXS Nordic Access Buyout Fund AB (publ) have been prepared according to the Annual Council for financial reporting RFR 2 Accounting for Legal Entities. Differences in Parent accounting policies are due to limitations in the ability to apply IFRS as a result of the Annual Accounts Act and, in some cases because of the tax rules. The main differences are described below under "Differences between the Group and Parent Company".

Application of new and revised accounting

International Accounting Standards Board (IASB) and International Financial Reporting Interpretations Committee (IFRIC) has issued and it has adopted the following new and revised standards with effect from financial year 2011:

• Revised IFRS 1 First Time Adoption of IFRS,
• Amendment to IAS 24 Related Party Disclosures
• Amendment to IAS 32 Financial Instruments

• Amendments to IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction

• IFRIC 19 Extinguishing financial liabilities and equity instruments

None of the above new and revised accounting rules have had any significant effect on the Company's financial statements.

Standards, amendments and interpretations that have not yet entered into force or approved by the EU and which have not been early adopted by the Group.

The Group has estimated that the new standards, amendments and interpretations that are expected in force in 2011 did not have any material effect on the financial performance and position.

Basis for establishing the parent company and consolidated financial statements

The Parent Company's functional currency is Swedish krona, the reporting currency of the Parent Group. This

means that the financial statements are presented in Swedish kronor. All figures, unless otherwise indicated, rounded to the nearest thousand. Rounding differences may occur.

Valuation of assets and liabilities is based on historical cost. The following assets and liabilities are valued in other ways:

• Fund investments are valued at fair value

• Valuation of deferred tax assets and liabilities based on how the carrying values of assets or liabilities are realized or settled. Deferred tax is calculated using the current tax rate.

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates.

The following accounting policies for the Group and parent company have been applied consistently to all periods presented in the consolidated and Parent Company financial statements.

Basis of consolidation

The consolidated accounts include the Parent and subsidiaries. Subsidiaries are those enterprises in which the Company holds more than 50% of the voting rights or otherwise has control over. All business combinations are accounted for under the purchase method.

Divested companies are consolidated until the date of sale. Companies acquired during the year are consolidated from the date of acquisition.

Financial assets and liabilities and other financial instruments

Financial instruments recognized in the balance sheet include cash and cash equivalents and funds investments. Liabilities include accounts payable. Financial instruments are initially recorded at cost equivalent to the fair value plus transaction costs for all financial instruments except those classified as financial assets at fair value through profit or loss.

Financial assets

The Group classifies its financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, financial instruments held to maturity and financial assets available for sale. Classification depends on the purpose for which the investments were acquired. The Group determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date. The following describes only those categories that are relevant for the Group.

Financial assets at fair value through profit and loss

Financial assets in this category are carried at fair value with changes in value. This group includes investments in private equity funds (known as buyout funds). NAXS to this category, chosen at the first recognition assigning financial assets under management and the Board's risk management and investment strategy are managed and evaluated based on actual values. All investments of the fund investments are in this category.

Unlisted holdings in private equity funds are valued at the Company's share of the valuation that the fund administrator reports for the fund's total holdings, and is normally updated when a new valuation obtained. If NAXS estimates that the fund administrator's valuation does not adequately take into account factors affecting the valuation of the underlying holdings, or if the valuation is materially different from the IFRS principles, an adjustment of the valuation is made. Public holdings held by underlying funds are valued based on the holdings' share price at closing.

Loans and receivables

Loans and receivables are financial assets that are not derivatives with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the reporting year end, which are classified as fixed assets. The Group's loans and receivables consist of other financial assets and liquid assets on the balance sheet.

Cash and cash equivalents consist of cash and immediately available deposits in banks and similar institutions and short-term highly liquid investments with a maturity of purchase price of less than three months and is subject to an insignificant risk of changes in value.

Financial liabilities

Accounts payable have a short expected and are valued at face value. In addition, the Group has no significant financial liabilities.

Changes in value

For fund investments that existed at both the start of that at the end of the year, their change in value is the difference in valuation between these dates. For fund investments realized during the year, the change in value is the difference between the moneys received and the valuation at the beginning of the year.

Transactions, receivables and liabilities in foreign currency

Transactions in foreign currencies are translated at the exchange rate prevailing on the transaction date. Monetary assets and liabilities are translated at the closing date balance sheet date. Exchange differences arising on translation are recognized in the income statement. Non-monetary assets and liabilities are recorded at historical rates, i.e. the rates prevailing at each transaction date.

Foreign operations

Transactions in foreign currencies are translated into the functional currency using the exchange rate prevailing on the transaction date. The functional currency of the Company, including its subsidiary in Norway is the Swedish krona. Excess liquidity in the Norwegian subsidiary is usually placed in Swedish interest-bearing securities.

Provisions

A provision is recognized when as a result of a past event there is a legal or informal obligation and it is likely that it must be met and the amount can be reliably estimated. Where the effects of when in time the payment is made is material, the provision should be made at the present value of the expenditure which is expected to be required to settle the obligation.

Contingent

A contingent liability exists if there is a possible obligation that arises from past events and whose existence will be confirmed only by one or more uncertain future events, and when there is a commitment that is not recognized as a liability or provision because it is unlikely that a outflow of resources will be required or the liability can not be measured with sufficient reliability. The disclosure is made unless the possibility of an outflow of resources is remote.

Leases

Costs for operating leases are recognized in the income statement over the lease term. The Group has no finance leases.

Income Taxes

Income tax comprises current and deferred tax. Income tax is recognized in the income tax relates to items recognized in the income statement. Income tax is recognized directly in equity when the tax relates to items recognized directly in equity.

Current tax comprises tax based on taxable income for the current year and any adjustments relating to prior years.

Deferred tax is calculated on the differences (temporary differences) between assets and liabilities and taxable values on the other hand, their carrying values. The deferred tax is calculated on the basis of the tax rates that are deemed applicable to the tax regulation. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized only when it is probable that the deductible temporary differences can be utilized and lead to a reduction in future tax payments.

The cash flow statement

In preparing the cash flow analysis, the indirect method is used. In the application of the indirect method the net change in receipts and disbursements in operating activities is calculated by adjusting the net income for the change in operating assets and liabilities, items not included in cash and items included in cash flow for investing and financing activities. Cash equivalents in the cash flow statement is included in cash when the placements are short term only and is subject to an insignificant risk of changes in value.

Reporting by operating segment

Operating segments are reported in a manner consistent with the internal reporting provided to the CEO. The CEO is responsible for allocating resources and assessing the operating segments. The group has been identified as CEO. The Group has only one operating segment.

Critical accounting estimates

The consolidated financial statements are prepared in accordance with IFRS. The following are the main areas in which critical judgments made in applying the Group's accounting policies and key sources of estimation uncertainty.

Fund investments

Fund investments are valued at fair value according to the methods described above. Investments are valued under the fair value method at fair value through the profit and loss statement. NAXS has chosen to assign to this category, the ownership of fund investments that, under the Company's risk management and investment strategy are valued based on actual values. All investments are unlisted. Fund investments are valued based on the Company's share of the value that the fund manager attributes to the fund's total holdings, and is normally updated when the new valuation obtained. If NAXS estimates that the fund administrator has not sufficiently taken into account factors affecting the value of the underlying holdings, or if the valuation has been considered to differ materially from IFRS rules, NAXS proceeds to a valuation adjustment.

Key sources of estimation uncertainty

In the application of valuation principles, assumptions and estimates are made in relation to factors that are uncertain at the time the valuation. Changes in assumptions could have a significant effect on the financial statements of the periods when the assumptions change. The above paragraph describes the valuation principles that require assumptions and estimates. Unlisted fund investments are valued at fair value. The Group applies its methods on a consistent basis between periods, but the fair value measurement always requires a significant degree of assessments. Based on the controls that it applies, NAXS believes that the actual figures reported in the balance sheet and changes in fair value recognized in the income statement are thorough and balanced and reflect the underlying economic values.

Differences between the Group and Parent Company

The Parent Company follows the same accounting principles as with the following exceptions.

Formats

The balance sheet and income statement of the Parent Company are established in accordance with what is stated in the Annual Accounting Act.

Shares in subsidiaries

Shares in subsidiaries are accounted for under the cost method.

Notes

Amounts in KSEK unless otherwise stated.

Not 1 Changes in value

	Group
	2011	2010
Changes in value of fund investments in the closing balance	-3 327	9 271
Total	-3 327	9 271
Of which changes in value caused by exchange rate changes	-2 834	-27 050
Of which changes in value determined with valuation techniques	-493	36 321

Changes in value caused by changes in exchange rates are calculated by comparing the exchange rate at beginning and end of the period. It is the Fund's reporting currency is the basis for calculation

Note 2 Other external expenses

	Group		Parent Company
	2011	2010	2011	2010
Remuneration to the investment advisor	5 796	5 686	-	-
Other consulting fees	1 835	1 456	1 511	1 084
Listing expenses	-	2 238	-	2 238
Other expenses	866	870	704	704
	8 497	10 250	2 215	4 026

Auditors' fees are included in other professional fees in amounts as follows:

	Group		Parent Company
	2011	2010	2011	2010
Ernst & Young AB
Auditing	230	183	147	111
Auditing in addition to the audit assignment	154	229	89	229
Tax Advice	173	300	-	-
Other Services	-	33	-	32
Total remuneration to auditors	557	745	236	372

Note 2 (continued)

Auditing assignments involve the review of the accounting and annual financial statements, of the Board of Directors and the CEO. Audit outside of the auditing assignment relates to the costs of quality audits, such as review of interim reports and prospectuses. Other expenses relates to costs that are not classified as audit, Accounting Operations, or tax advice.

Note 3 Employees and personnel expenses

	2011		2010
Average number of employees	Men	Women	Men	Women
Sweden
Parent Company	0,2	-	0,2	-
Norway	-	-	-	-
Total	0,2	-	0,2	-

Salaries and remuneration	Board and CEO	Of which, bonus and similar	Board and CEO	Of which, bonus and similar
Sweden
Parent Company	1 192	-	1 175	-
Norway	197	-	206	-
Total	1 389	-	1 381	-

Salaries, remuneration and social security costs

	Group		Parent Company
	2011	2010	2011	2010
Salaries and other remuneration	1 389	1 381	1 192	1 175
Contractual pensions for the Board and CEO	-	-	-	-
Contractual pensions to others	-	-	-	-
Other social security costs	274	185	247	132
Total	1 663	1 566	1 439	1 307

At the end of the year, there were no outstanding pension obligations for the Board of Directors and CEO in the Group and Parent Company. The period of notice for the CEO on the part of the Company is six months. There are no agreements for pensions and severance pay for the CEO.

	Group		Parent Company
Proportion women	2011	2009	2011	2009
Board of Directors	29%	29%	25%	25%
Group Management	0%	0%	0%	0%

Note 3 (continued)

	2011	2010
		Base
	Base salary/	salary/
	board	board
	renume	renumer
Remuneration and other benefits during the year	ration	ation
Björn C Andersson	225	225
Robin Ahlström	150	150
Frans Boch	150	75
Birgitta Johansson-Hedberg	150	150
Clas Romander	-	75
Lennart Svantesson	250	-
Jeff Bork	267	500
Other members of management (0 person)	-	-
Totalt	1 192	1 175

The aggregate remuneration for the directors for the period until the AGM in 2011 amounted to KSEK 675 including KSEK 225 for the Chairman. The Group also includes KSEK 200 in directors' fees for the board member of the Norwegian subsidiary, who is not a member of the Board of the Parent Company. Agreement on variable compensation exists for the previous CEO who is based in dividends from underlying funds and is limited to a maximum of half the annual salary. No variable remuneration was paid in 2011 and 2010.

Note 4 Result from shares in Group companies

	Group		Parent Company
	2011	2010	2011	2010
Write-down of shares in subsidiaries	-	-	-30 217	-
Total	-	-	-30 217	-
Write-down of shares is based on NAV in the subsidiaries.

Note 5 Interest income and similar items

	Group		Parent Company
	2011	2010	2011	2010
Interest income
Group companies	-	-	1 410	662
Others	4 679	1 568	4 597	1 364
Net exchange-rate changes	-	375	424	-
Total	4 679	1 943	6 431	2 026

Note 6 Financial expenses

	Group			Parent Company
	2011	2010	2011	2010
Net exchange-rate changes	-	-	-	-1 003
Total	-	-	-	-1 003

Note 7 Participation in Group companies

	Parent Company
	31/12 2011	31/12 2010
Accumulated acquisition value
At the beginning of the year	276 139	276 139
Shareholders contributions to subsidiaries	100 000	-
Write-down of shares in subsidiaries	-30 127	-
At the end of the year	346 013	276 139

Specification of participations in Group companies

		% of share capital and
	Number	voting	31/12
Group companies, Corp. Reg. No., registered office	of shares	rights	2011
NAXS Nordic Access Buyout AS, 990 796 114, Norway	100	100	345 913
NAXS Nordic Access Buyout AB, 556735-9947, Stockholm	1 000	100	100
Totalt			346 013

Note 8 Fund investments

	Group
	31/12 2011	31/12 2010
Unlisted holdings measured at fair value	359 840	300 404
Total	359 840	300 404
Fund investments
Opening balance	300 404	191 597
Investments	75 287	115 039
Exchange-rate differences	-2 834	-27 050
Revaluations	-13 017	20 818
Reported valuation at year end	359 840	300 404

Fund investments are valued at fair value according to the methods described above. Investments are valued under the fair value method at fair value through the profit and loss statement. NAXS has chosen to assign to this category, the ownership of fund investments that, under the Company's risk management and investment strategy are valued based on actual values. All investments are unlisted. Fund investments are valued based on the

Company's share of the value that the fund manager attributes to the fund's total holdings, and is normally updated when the new valuation obtained. If NAXS estimates that the fund administrator has not sufficiently taken into account factors affecting the value of the underlying holdings, or if the valuation has been considered to differ materially from IFRS rules, NAXS proceeds to a valuation adjustment.

NAXS assess regularly the fund manager's valuation techniques and ensures that the valuation of the unlisted holdings are conducted on the basis of the "International Private Equity and Venture Valuation Guidelines" prepared and published jointly by the venture capital organizations EVCA, BVCA and AFIC. Listed holdings are valued on the basis of their share price.

Note 9 Receivables from Group companies

	Parent Company
	31/12 2011	31/12 2010
Opening balance	48 143	11 139
Change during the year	-26 746	37 004
At year end	21 397	48 143

Note 10 Taxes

	Group		Parent Company
	2011	2010	2011	2010
Current tax
Tax expenses for the period	-	-	-	-
Adjustment for tax from previous year	-	2 719	-	-
	-	2 719	-	-
Deferred tax
Deferred tax in utilised deductible deficiency	-732	-	-732	-
Deferred tax income in capitalised tax value in tax deduction for capital loss during the year	-	1 130	-	1 130
Reported tax expense	-732	3 849	-732	1 130

	Group		Parent Company
Reconciliation of actual tax	Tax-rate %	2011	Tax-rate %	2011
Profit before tax		-8 808		-27 350
Tax according to applicable tax rate	26,3	2 316	26,3	7 193
Effect of other tax rates for foreign subsidiaries	2,2	196	-	-
Tax effect of non-taxable income	0,0	0	0,0	0
Tax effect of non-deductible expenses	-11,3	-996	-29,0	-7 925
Loss that cannot be utilised	-25,5	-2 248	-	-
Reported actual tax	-8,3	-732	-2,7	-732

Note 10 (continued)

	Group		Parent Company
Reconciliation of actual tax	Tax-rate %	2010	Tax-rate %	2010
Profit before tax		-602		-4 311
Tax according to applicable tax rate	26,3	158	26,3	1 133
Effect of other tax rates for foreign subsidiaries	-36,4	-219	-	-
Tax from previous years	451,7	2 719	-	-
Tax effect of non-taxable income	411,3	2 476	-	-
Tax effect of non-deductible expenses	-0,5	-3	0,0	-3
Loss that cannot be utilised	-213,0	-1 282	-	-
Reported actual tax	639,4	3 849	26,3	1 130
Reported deferred tax in the balance sheet

	Group		Parent Company
Reported deferred tax assets/-liabilities refers	31/12	31/12	31/12	31/12
to:	2011	2010	2011	2010
Deductible deficiency	999	1 730	999	1 730
	999	1 730	999	1 730

Unrecognised deferred tax assets

	Group			Parent Company
	31/12	31/12	31/12	31/12
	2011	2010	2011	2010
Attributable to tax losses	7 233	6 122	-	-
	7 233	6 122	-	-

The fiscal deficit is attributable to the Norwegian operations. The deficits have no upper maturity.

Note 11 Prepaid expenses and accrued income

	Group		Parent Company
		31/12		31/12
	31/12 2011	2010	31/12 2011	2010
Prepaid costs for the listing	52	40	52	40
Other prepaid expenses	20	106	20	106
Total	72	146	72	146

Note 12 Equity

Group

Share capital

Share capital in the Parent Company.

The number of shares at the beginning of the year amounted to 15 000 000 shares. The Company holds 11 454 own shares. The number of shares at the end of the year amounted to 14 988 546. The quota is 0,05 kronor per share.

Other contributed equity

Refers to equity contributed by shareholders. It also includes premiums paid in connection with new stock issues.

Retained earnings, including income for the year

Retained earnings, including income for the year, consist of accumulated income in the Parent Company and its subsidiaries.

Parent Company

Restricted equity

Restricted equity may not be reduced through profit distribution.

Share premium reserve

When shares are issued at a premium, that is, when the price to be paid for the shares exceeds the nominal value of the shares, an amount equivalent to the amount above the nominal value of the shares will be transferred out of the share premium reserve. The share premium reserve is recognized as unrestricted equity.

Unrestricted equity

Retained earnings

Retained earnings consist of the preceding year's unrestricted equity after any transfer to statutory reserve and after any dividend payment. Retained earnings, together with net income for year, comprise the total unrestricted equity in the Company, i.e. the funds available for the dividend to shareholders.

Distribution of dividends

NAXS' distribution policy is to declare dividends attributable to a high percentage of dividends received from the funds. After the balance sheet date, the Board of Directors and the CEO has proposed a SEK 0.40 dividend to be paid for 2011. The decision is subject for approval at the Annual General Meeting on May 8, 2012.

Earnings per share

	Group
	2011	2010
Net profit attributable	-9 539	3 247
Weighted average number of shares outstanding during the year, thousands Loss (profit) per share (basic and diluted), crowns	14 996 -0,64	15 000 0,22

Capital management

NAXS is financed with equity.

Note 13 Accrued expenses and prepaid revenues

	Group		Parent Company
	31/12 2011	31/12 2010	31/12 2011	31/12 2010
Accrued Board fee	131	133	-	-
Accrued social security contributions	78	19	60	-
Other accrued expenses	223	142	71	64
Total	432	294	131	64

Other accrued expenses pertain primarily to accrued overheads.

Note 14 Cash and cash equivalents

	Group		Parent Company
	31/12 2011	31/12 2010	31/12 2011	31/12 2010
Adjustment for non-cash items
Change in value	15 851	6 232	-	-
Write down of shares in subsidiaries			30 127
Unrealised exchange-rate differences	-	-	-424	1 250
Total	15 851	6 232	29 703	1 250
	Group		Parent Company
	31/12 2011	31/12 2010	31/12 2011	31/12 2010
Interest received	4 679	3 311	6 007	3 187
Interest paid	-	-	-	-

Not 15 Transactions with related parties

In addition to the remuneration of directors and board as described in Note 3, no transactions with related parties occurred during the fiscal year. Other related parties are QVT Fund LP, which detains 50,05 % of the capital.

Note 16 Cash and cash equivalents

	Group		Parent Company
Cash and cash equivalents in cash flow statements	31/12 2011	31/12 2010	31/12 2011 31/12 2010
Short-term investments equivalent to cash	-	-	-	-
Cash on hand and balances with banks	202 028	270 314	198 719	268 968
Total	202 028	270 314	198 719	268 968
	Group		Parent Company
Reconciliation with balance sheet	31/12 2011	31/12 2010	31/12 2011 31/12 2010
Cash and cash equivalents	202 028	270 314	202 028	268 968
Total	202 028	270 314	202 028	268 968

Not 17 Financial assets and liabilities

	Group 2011
Financial assets and liabilities by measurement category	Financial assets *	Accounts receivable and loan receivable	Other liabilities	Total carrying amount	Fair value
Fund investments	359 840			359 840	359 840
Cash and cash equivalents		202 028		202 028	202 028
Total	359 840	202 028		561 868	561 868
Accounts payable			451	451	451
Total			451	451	451

* measured at fair value through profit and valued under fair value option.

	Group 2010
Financial assets and liabilities by measurement category	Financial assets *	Accounts receivable and loan receivable	Other liabilities	Total carrying amount	Fair value
Fund investments	300 404			300 404	300 404
Cash and cash equivalents		270 314		270 314	270 314
Total	300 404	270 314		570 718	570 718
Accounts payable			-	-	-
Total			-	-	-

* measured at fair value through profit and valued under fair value option.

Disclosures for measurement at fair values in accordance with the fair value hierarchy

Level 1 – Quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2 – Other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly

Level 3 – Techniques which use inputs that are not based on observable data.

Note 17 (continued)

As at December 31, 2011, the Group held the following financial assets and liabilities measure at fair value:

Assets	Level 1	Level 2	Level 3
Financial assets at fair value
Through profit or loss
Funds	-	-	359 840
Total assets	-	-	359 840

As at December 31, 2010, the Group held the following financial assets and liabilities measure at fair value:

Assets	Level 1	Level 2	Level 3
Financial assets at fair value
Through profit or loss
Funds	-	-	300 404
Total assets	-	-	300 404
There are no significant liabilities measured at fair value.

Fair value of financial instruments traded in an active market is based on quoted market prices at the balance sheet date. A market is considered active if quoted prices from an exchange, broker, industry group, pricing service or supervisory body is readily and regularly available and those prices represent actual and regularly occurring market transactions on arm's length. The quoted market price used for the Group's financial assets is the current bid price. These instruments can be found in level 1.

Fair value of financial instruments not traded in an active market is determined using valuation techniques. In this respect, public market information is used as much as possible when this is available while the companyspecific information is used as little as possible. If all of the significant inputs needed for fair value measurement of an instrument are observable is the instrument classified in level 2.

In cases where one or more of the significant inputs are not based on observable market data, the instrument is classified in level 3. NAXS' fund investments are classified in Level 3. The Company's specific valuation techniques and critical estimates are reported under accounting policies.

The following table shows the changes of instruments at level 3 in 2011.

	Funds
	valued at
	fair value	Total
Opening balance	191 597	300404
Investments	115 039	75 287
Gains and losses recognized in profit or loss	-15 851	-15 851
Closing balance	359 840	359 840

The following table shows the changes of instruments at level 3 in 2010.

Closing balance	300 404	300 404
Gains and losses recognized in profit or loss	-6 232	-6 232
Investments	115 039	115 039
Opening balance	191 597	191 597
	Funds valued at fair value	Total

Note 18 Risk exposure and risk management

Financial risks

The main factors that help to limit the risks of NAXS activities are described below:

• Careful due diligence for new investments in private equity funds
• Diversified portfolio
• Through active management work and using the Investment Adviser is the prerequisite for transparency in corporate development and thereby to identify risks.

The main financial risks that NAXS is exposed are market risk, including interest rate risk and currency risk.

Price risks

In a large extent, the Company's return on invested capital will depend on the respective underlying private equity fund's success and profitability. NAXS have an investment strategy that generates a diversified portfolio of interests in buyout funds. Moreover, the return depends on the valuation of the portfolio companies at investment and divestment. NAXS has allocated almost all his available capital and at the end of 2011 was 685 (561) million allocated which represents approximately 121,8% (98%) of NAXS' total equity. The capital is invested in eight different buyout funds.

Interest rate risks

Private equity funds typically use high leverage to finance the investments in their target companies. In a situation where the target's income do not perform well and where market interest rates rise, this may lead to worsening and even negative returns for private equity funds.

Of excess liquidity, which is exposed to interest rate risk, the goal is to maximize returns within NAXS established policy. In addition, a high flexibility is pursued to meet emerging needs for liquidity. The investments are made in interest-bearing securities with short maturity, which means that the interest rate duration is less than 12 months.

Currency exchange rate risks

NAXS operations are exposed to currency risk in the investments made in foreign funds. No currency hedging is made because of the long-term investment horizon. The total currency exposure of the fund investments is shown below:

Total investments in foreign currencies

Amounts in KSEK	2011	2010
EUR	32 759	28 065
NOK	20 903	15 309

Below are what the effect on the results of a currency change of 10% based on the investments at December 31, 2010.

Amounts in KSEK	2011	2010
EUR	+/-29 302	+/-25 264
NOK	+/-2 405	+/-1 764

Note 18 (continued)

Credit risk

Credit risk is the risk of a counterparty or issuer being unable to repay a liability to NAXS. NAXS is exposed to credit risk primarily through the placement of excess liquidity in interest-bearing securities. In order to minimize credit risk excess liquidity is invested in treasury bills and bank accounts with banks with high credit ratings.

Note 19 Definitions

Book value of fund investments Fair value of investments in underlying funds.

Cash per share Cash & cash equivalents in relation to the number of shares.

Cash & cash equivalents Cash, bank and short-term investments.

Commitment level Total commitments to underlying funds in relation to net asset value.

Equity per share Equity in the relation to the weighted number of shares.

Fund commitments Total commitments to underlying funds.

Fund investments Cash paid to underlying funds.

Investment level Investments in underlying funds in relation to net asset value.

Net asset value The fair value of total assets less net debt (corresponds to equity).

Total assets

All assets and liabilities not included in net debt or net cash, which is the same as the Balance Sheet total, less asset items included in net debt or net cash and less non-interest-bearing liabilities.

Net debt/Net cash

Cash and cash equivalents, short-term investments and interest-bearing current and long-term receivables less interest-bearing current and long-term liabilities.

The Board of Directors' certification

The consolidated financial statements and the annual report have been prepared in accordance with the international financial reporting standards referred to in European Parliament and Council of Europe Regulation (EC) No. 1606/2002 of 19 July 2002, on application of international financial reporting standards, that disclosures herein give a true and fair view of the Parent Company's and Group's financial position and results of operations. The Administration Report for the Group and for Parent Company gives a true and fair view of the development of the Group's and Parent Company's operations, financial position and results of operations and describes material risks and uncertainties facing the Parent Company and the companies included in the Group.

Stockholm, January 24, 2012

NAXS Nordic Access Buyout Fund AB (publ)

Björn C Andersson Chairman

Robin Ahlström Director

Frans Boch Director

Birgitta Johansson-Hedberg Director

Lennart Svantesson Chief Executive Officer

Our Auditor's Report was submitted on January 25, 2012

Ernst & Young AB

Rickard Andersson Authorized/Approved Public Accountant [Translation of the auditor's report in Swedish)

AUDIT REPORT

To the annual meeting of the shareholders of NAXS Nordic Access Buyout AB (publ)

________________________________________________________________________

Corporate identity number 556712-2972

We have audited the annual accounts, the consolidated accounts, except the corporate governance statement on pages 14-21, the accounting records and the administration of the board of directors and the managing director of NAXS Nordic Access Buyout AB for the year 2011. The annual accounts and the consolidated accounts of the company are included in the printed version of this document on pages 5-44. The board of directors and the managing director are responsible for these accounts and the administration of the company as well as for the application of the Annual Accounts Act when preparing the annual accounts and the application of international financial reporting standards IFRSs as adopted by the EU and the Annual Accounts Act when preparing the consolidated accounts. Our responsibility is to express an opinion on the annual accounts, the consolidated accounts and the administration based on our audit.

_________________________________________________________________________________

We conducted our audit in accordance with generally accepted auditing standards in Sweden. Those standards require that we plan and perform the audit to obtain reasonable assurance that the annual accounts and the consolidated accounts are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the accounts. An audit also includes assessing the accounting principles used and their application by the board of directors and the managing director and significant estimates made by the board of directors and the managing director when preparing the annual accounts and consolidated accounts as well as evaluating the overall presentation of information in the annual accounts and the consolidated accounts. As a basis for our opinion concerning discharge from liability, we examined significant decisions, actions taken and circumstances of the company in order to be able to determine the liability, if any, to the company of any board member or the managing director. We also examined whether any board member 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 our audit provides a reasonable basis for our opinion set out below.

The annual accounts have been prepared in accordance with the Annual Accounts Act and give a true and fair view of the company's financial position and results of operations in accordance with generally accepted accounting principles in Sweden. The consolidated accounts have been prepared in accordance with international financial reporting standards IFRSs as adopted by the EU and the Annual Accounts Act and give a true and fair view of the group's financial position and results of operations. Our opinions do not cover the corporate governance statement on pages 14-21. The statutory administration report is consistent with the other parts of the annual accounts and the consolidated accounts.

We recommend to the annual meeting of shareholders that the income statement and balance sheet of the parent company and the group be adopted, that the profit of the parent company be dealt with 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.

AUDITOR'S REPORT ON THE CORPORATE GOVERNANCE STATEMENT

It is the board of directors and the managing director who is responsible for the corporate governance statement on pages 14-21 and that it has been prepared in accordance with the Annual Accounts Act.

As a basis for our opinion that the corporate governance statement has been prepared and is consistent with the other parts of the annual accounts and the consolidated accounts, we have read the corporate governance statement and assessed its statutory content based on our knowledge of the company.

A corporate governance statement has been prepared and its statutory content is consistent with the other parts of the annual accounts and the consolidated accounts.

Stockholm, January 25 2012

Ernst & Young AB

Rickard Andersson Authorized/Approved Public Accountant