NAXS — Annual Report 2015

Feb 2, 2016

Annual Report 2015 Page 1 of 53

ANNUAL REPORT 2015 NAXS Nordic Access Buyout Fund AB (publ)

(This text is an in-house translation of the original Annual Report 2015 in Swedish)

NAXS Nordic Access Buyout Fund AB (publ) Annual Report 2015

Content	Page
Shareholders information	2
Comments from the CEO	3
Board of Directors report	6
Consolidated Income statement	27
Consolidated Balance sheet	28
Consolidated statement of changes in equity	29
Consolidated statement of cash flows	30
Parent Company Income statement	31
Parent Company Balance sheet	32
Parent Company statement of changes in equity	33
Parent Company statement of cash flows	34
Notes to the financial statements	35
Auditors report	53

Shareholders information

Distribution fiscal year 2015

The Board of Directors proposes to the Annual General Meeting a dividend of SEK 2.50 per share for the fiscal year 2015. In addition, the Board of Directors proposes to the Annual General Meeting to vote on a continued share repurchase mandate.

Financial Information 2016

Interim Report (3 months): April 22 Annual General Meeting: June 1 Interim Report (6 months): July 19 Interim Report (9 months): October 2

Comments by the CEO

2015 was a good year for NAXS. Despite negative currency effects, we saw the net asset value per share increase by 9% (including the dividend paid) during the period.

Exit activity was strong in the portfolio during the year, with 9 full exits and 4 partial exits through initial public offerings.

NAXS' share price also developed positively, with an 8.2% increase during 2015 and the Company's share traded in-line with net asset value at yearend.

As a result of the high exit activity in NAXS' portfolio, the Company has a particularly strong balance sheet and cash position, which certainly is an asset in the current volatile markets. It is also in light of the prevailing investment climate that the board of NAXS has revised the Company's investment policy. You can find the revised policy on our website.

Lennart Svantesson

NAXS in 2015

The main highlights of 2015 were:

an increase of 9% in net asset value (NAV) per share (including the dividend paid); NAV per share (SEK)

NAV Dividend paid 2012 Dividend paid 2013 Dividend paid 2014 Dividend paid 2015

• the acquisition of 4 new portfolio companies by NAXS' underlying funds, bringing the total number of companies acquired since NAXS' inception to 109 (including the 37 portfolio companies that have been fully exited). In addition, a substantial number of add-on acquisitions were made;
• the signing or closing of 9 new exits;

• the successful initial public offering of 5 portfolio companies (1 of which was fully divested during the year);

• the further consolidation of NAXS' successful exit track record, with now 37 full exits which have generated an average gross IRR of 23%; and

• the payment of a dividend of a SEK 2.30/share for the fiscal year 2014, which meant a value transfer to shareholders of MSEK 34.2 during 2015.

2015 overview

NAXS having reached a mature stage, it provides investors with an attractive exposure to the private equity asset class through a liquid instrument, with a good 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 (remaining after the 37 full exits);

Remaining portfolio companies per acquisition year

the 10 largest holdings account for less than 27% of the NAV, and no single portfolio company account for more than 8% of NAV; and

an attractive sector diversification.

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 2015. The financial statements are subject to their adoption by the Annual General Meeting of the shareholders to be held on June 1, 2016.

Group

General operations

NAXS is an investment company listed on NASDAQ Stockholm exchange and focusing on investments in Nordic buyout funds.

The objective is to make the Nordic private equity market accessible for a broader range of investors, while offering liquidity through the Company's publicly traded shares. Operations commenced on April 17, 2007, and the Company was listed on First North on May 14, 2007, where it traded until its change of listing to NASDAQ Stockholm on June 8, 2010.

NAXS is the Group's parent company and is headquartered in Stockholm. In addition to the Parent Company, the Group consists of an operational Danish subsidiary, NAXS Nordic Access Buyout A/S, headquartered in Copenhagen, and a Norwegian subsidiary, NAXS Nordic Access Buyout AS, headquartered in Oslo. The Danish subsidiary operates as the holding company for the Group's private equity fund investments.

Naccess Partners AB has been contracted as the investment advisor to the Danish subsidiary.

Share and ownership

The number of outstanding shares at the beginning and end of 2015 amounted to 14,869,552. The number of treasury shares held by the Company at year-end amounted to 130,448. According to mandate granted by the 2015 AGM, the Company may repurchase shares to the extent that the Company's holding of its own shares, on any occasion, does not exceed 10% of all shares in the Company.

At year-end 2015, NAXS' share price was SEK 54.00, and the total shareholders' equity per share was SEK 52.78. The market capitalization was MSEK 803, and the number of shareholders was 741. The 3 largest shareholders are set forth in the Corporate Governance Report.

Objective and investment strategy

The overall investment criteria for the Company's investment activities are set forth below.

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 team 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, exceeds:

• 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 coinvestment (no co-investments have been made during 2015 or during the previous years).

Net asset value means (i) the total value of all private equity fund investments and coinvestments 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

2015 was a year of two halves: the first half experienced buoyant financial markets, including a strong private equity-backed initial public offering activity, while the second half saw global growth concerns and geopolitical unrest negatively affect investors' sentiment.

As a whole, 2015 was nevertheless a good year for the private equity industry in the Nordic region, where managers put a distinct focus on exit activities, notably seizing the initial public offering window to list portfolio companies during the first half of the year and then again during a shorter period towards the end of the fourth quarter.

Fund portfolio

As of December 31, 2015, NAXS had commitments to 8 underlying funds, and

• Private equity fund investments amounted to MSEK 434, which corresponds to 55 percent of the Company's total equity;
• Outstanding investment commitments amounted to MSEK 105, which can be used by the underlying funds for new investments;
• Total exposure to private equity fund investments amounted to MSEK 539, which corresponds to 69 percent of the Company's total equity.

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

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

³The 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 100% of the commitment

Acquisitions and divestments

As of December 31, 2015, NAXS' underlying funds had acquired a total of 109 companies, 37 of which had been fully divested. The 37 full exits have generated an average gross IRR of 23%.

No. of portfolio companies acquired per year (exited companies in grey)

2015 ACQUISITIONS (by fund and in alphabetical order)

Portfolio Company	Sector	Country	Fund
Evidensia	Healthcare	Europe	Intera II
HopLop	Consumer goods & services	Finland	Intera II
Norva 24	Building & construction	Norway	Valedo II
Rapunzel of Sweden	Consumer goods & services	Sweden	Valedo II

2015 EXITS (by fund and in alphabetical order)

Portfolio Company	Sector	Year of initial investment	Fund
iGate	IT & Telecom	2011	Apax VII
Rhiag	Industry	2013	Apax VII
Soufun	IT & Telecom	2010	Apax VIII
HusCompagniet	Building & construction	2011	FSN III
Tactel	IT & Telecom	2009	FSN III
Troax	Industry	2013	FSN III
Espresso House	Consumer goods & services	2012	Herkules III
Orthex	Consumer goods & services	2009	Intera I
Animagi	Healthcare	2012	Intera II

In addition, a number of partial exits through an initial public offering occurred during the year:

2015 PARTIAL EXITS THROUGH IPOs (by fund and in alphabetical order)

Portfolio Company	Sector	Year of initial investment	Fund
Auto Trader	IT & Telecom	2007	Apax VII
Sophos	IT & Telecom	2010	Apax VII
Europris	Consumer goods & services	2012	Nordic Capital VII
Consti	Building & Construction	2008	Intera I

PORTFOLIO COMPANIES AT DECEMBER 31, 2015 (by fund and in alphabetical order)

* indicates fully exited portfolio companies

** indicates portfolio companies that have been partially exited through an IPO

APAX EUROPE VII

Portfolio Company	Sector	Country
Acelity	Healthcare products	USA
Advantage Sales & Marketing*	Sales and marketing services	USA
Apollo Hospitals*	Healthcare services	India
Auto Trader Group**	Auto classified	UK
Bankrate**	Web-based personal finance services	USA

Annual Report 2015 Page 10 of 53

Cengage*	Educational publishing	USA
Cengage debt	Educational publishing	USA
Cengage Nelson	Educational publishing	Canada
Dealer.com*	Digital marketing automotive sector	Canada
Electro-Stock	Electrical components distribution	Spain
Epicor	Enterprise application software	USA
Genex	Healthcare software	USA
Golden Jaguar	Restaurant chain	China
Hub International*	Insurance services	USA
iGate*	IT and business process outsourcing	India
Marken*	Healthcare logistics services	UK
Netrada*	E-commerce management services	Germany
One Call Care Management	Healthcare	USA
Orange Switzerland*	Telecommunications	Switzerland
Paradigm	Software for oil and gas industry	Global
Plantasjen	Garden centers chain	Norway/Sweden
Psagot	Financial services	Israel
Project X*	N/A	N/A
Project Y	N/A	China
Qualitest*	Generic pharmaceuticals	USA
Rhiag*	Automotive parts	Italy
Sophos**	Security software	UK
SouFun*	Real estate internet portal	China
Takko	Fashion retailer	Germany
Trizetto*	Healthcare software	USA
Tivit	Business process outsourcing	Brazil
Tnuva*	Food manufacturing and distribution	Israel
Top Right Group	B2B media	UK
Trader Corporation	Auto classified	Canada
Weather Investments*	Telecommunications	Global

FSN CAPITAL III

Portfolio Company	Sector	Country
Green	Landscaping contracting	Sweden
HusCompaniet*	Standardized housing building	Denmark
Lagkagehuset	Bakery chain	Denmark
Norman*	Security software	Norway
PM Retail	Fashion retail	Norway
Skamol	Insulation material	Denmark
Tactel*	Mobile software development	Sweden
Troax*	Machine safety solutions	Sweden
Vindora	Education services	Sweden
Vizrt*	Digital media production tools	Norway

HERKULES PRIVATE EQUITY FUND III

Portfolio Company	Sector	Country
Bandak	Machining and engineering	Norway
Enoro	Software for utility services	Norway
Espresso House*	Coffee chain	Sweden
Gothia*	Financial services	Sweden
Harding	Maritime lifesaving equipment	Norway
Intelecom	Telecommunications	Norway
New Store Europe*	Interior design	Norway
Norsk Jernbanedrift	Railway maintenance	Norway
Odlo	Sportswear	Switzerland
Projectiondesign*	High performance projectors	Norway
Stamina	Health service provider	Norway

INTERA FUND I

Portfolio Company	Sector	Country
Consti Yhtiöt**	Building systems contracting	Finland
Delete*	Environmental services	Finland
Normek	Building material	Finland
Orthex*	Household products	Finland
Mikeva*	Healthcare services	Finland
Polarica	Food industry	Finland/Sweden
Trafotek	Industrial products	Finland

INTERA FUND II

Portfolio Company	Sector	Country
Animagi*	Veterinary clinics	Finland
Evidensia	Veterinary clinics	Europe
HopLop	Indoor playgrounds	Finland
Infrak	Infrastructure construction	Finland
Kamux	Used car retail	Finland
Merivaara	Healthcare technology	Finland
Rototec	Geothermal drilling	Finland
Royal Ravintolat	Accommodation and restaurant services	Finland
Silmäasema	Ophthalmology services	Finland
Stella	Home care services	Finland
Tamtron	Industrial products	Finland

NORDIC CAPITAL FUND VII

Portfolio Company	Sector	Country
Acino	Pharmaceuticals	Switzerland
Binding Site	Healthcare diagnostics	UK

Annual Report 2015 Page 12 of 53

Bladt Industries	Steel structure manufacturing	Denmark
Britax	Child safety products	UK
Convatec	Healthcare products	USA
EG*	IT solution and services	Denmark
Ellos	Online retail	Sweden
Europris**	Discount retail	Norway
Handicare	Healthcare mobility solutions	Norway
Master Marine	Offshore accommodation services	Norway
Munters	Air treatment	Sweden
Orc	Financial technology and services	Sweden
Resurs Group	Financial services and insurance	Sweden
SafeRoad	Traffic safety products and services	Norway
SiC Processing*	Wafer slurry recycling services	Germany
Sport Master	Sporting goods retail	Denmark
Thule**	Leisure outdoor industry	Sweden
Tokmanni	Discount retail	Finland

VALEDO PARTNERS FUND I

Portfolio Company	Sector	Country
Akademikliniken	Cosmetic health services	Sweden
Aspen*	Furniture manufacturing	Sweden
Bindomatic	Thermal binding	Sweden
Broadcast Text International*	Subtitling and dubbing	Sweden
Corbel	Real estate services	Finland
INOM*	Healthcare services	Sweden
Oscar Jacobson	Menswear	Sweden
Perten*	Quality control instruments and services Sweden
Solhagagruppen*	Healthcare services	Sweden

VALEDO PARTNERS FUND II

Portfolio company	Sector	Country
Aditro Logistics	Third-party logistics	Sweden
ASA & Best Transporter	Courier services	Sweden
Becksöndergaard	Fashion accessories	Denmark
Cambio	Healthcare industry software	Sweden
Evidensia*	Veterinary clinics	Sweden
Joe & the Juice	Juice & Coffee bars	Denmark/World
Norva 24	Construction services	Norway
Rapunzel of Sweden	Hair products and services	Sweden

December 31, 2015

• Total exposure to private equity fund investments: 69 % of total equity
• Private equity fund investments: 55% of total equity
• Number of full exits since inception: 37
• Average gross IRR generated by the 37 full exits since inception: 23%

The table below summarizes NAXS' commitments:

		Commitment	Initial Commitment
Fund	Commitment Year	Currency	Amount (in 000s)
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 2015, NAXS' total exposure to private equity fund investments amounted to KSEK 539, of which private equity fund investments amounted to MSEK 434 and remaining commitments to MSEK 105.

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 seventh European fund raised by Apax Partners, one of the largest private equity organizations in the world, operating out of 9 offices on 4 continents. Funds advised by Apax Partners invest in four sectors: consumer, healthcare, services, tech & telecom. No. of portfolio companies at December 31, 2015: 19 No. of fully divested portfolio companies at December 31, 2015: 16

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, 2015: 5 No. of fully divested portfolio companies at December 31, 2015: 5

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, 2015: 7 No. of fully divested portfolio companies at December 31, 2015: 4

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, and CVC. No. of portfolio companies at December 31, 2015: 4 No. of fully divested portfolio companies at December 31, 2015: 3

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, 2015: 10 No. of fully divested portfolio companies at December 31, 2015: 1

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 seventh fund 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, 2015: 16 No. of fully divested portfolio companies at December 31, 2015: 2

Valedo Partners Fund I AB

Fund size: KSEK 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

Annual Report 2015 Page 15 of 53

private equity houses in the Nordic region. Valedo invests in small companies, where longterm value creation is primarily driven by growth. No. of portfolio companies at 31 December 2015: 4 No. of fully divested portfolio companies at December 31, 2015: 5

Valedo Partners Fund II AB

Fund size: KSEK 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, 2015: 7 No. of fully divested portfolio companies at December 31, 2015: 1

Evolution of private equity fund investments (in % of equity)

Group

Financial performance 2015

Operating profit

The operating profit/loss amounted to KSEK 64,197 (128,642) for the year. The operating profit/loss includes a change in value of private equity fund investments of KSEK 76,498 (142,838). The currency effects are included in the changes in value, which amounted to KSEK -17,556 (28,778) for the year. Operating expenses amounted to KSEK 12,301 (14,196). The increase in operating expenses is mainly due to the profit sharing with the investment advisor.

Financial items

Financial items net totaled KSEK -19 (762) for the year. Interest income amounted to KSEK 141 (882). Exchange rate profit/loss amounted to KSEK -158 (-116) and interest expenses amounted to KSEK 2 (4).

Tax and net profit

The Group's profit/loss after financial items for the year amounted to KSEK 64,178 (129,404). Income taxes amounted to KSEK 0 (-1,414). Net profit/loss after tax amounted to KSEK 64,178 (127,990). Earnings per share were SEK 4.32 (8.60).

Private Equity Fund Investments

During the year, net investments in private equity funds amounted KSEK 28,382 (23,157). As of December 31, 2015, private equity fund investments amounted to KSEK 434,246 (587,105).

Cash flow and financial position

Cash flow amounted to KSEK 183,681 (36,555). Adjustment for non-cash items amounted to KSEK 128 105. It consists mainly of reversed value changes on exited portfolio companies. Cash flow from operating activities amounted to KSEK 189,499 (43,935).

Financing

The Group is financed with shareholders' equity. Shareholders' equity amounted to KSEK 784,768 (751,319) at the end of the year, corresponding to SEK 52.78 (50.53) per share and an equity/asset ratio of 100 (100) percent. A dividend of SEK 2.30 share for the financial year 2014 was distributed to shareholders in the second quarter, amounting to KSEK 34,200.

Net cash

At the end of the year, net cash amounted to KSEK 350,970 (167,447), which corresponds to SEK 23.60 (11.26) per share. During the year, cash and cash equivalents were invested in interest-bearing instruments or held on interest-bearing bank accounts, in accordance with the Company's policy.

Events after the year-end

There are no events to report after the year-end.

Future prospects

The volatility that affected the financial markets during the second half of 2015 is likely to be a recurring feature during 2016, as neither global growth concerns nor geopolitical instability are expected to abate in the short term.

While the fundamentals of the Nordic economies continue to be generally strong, it remains to be seen how these new market conditions may affect private equity activity and valuations in the coming quarters.

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/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 portfolio of companies. Furthermore, the yield largely depends on the valuation of portfolio companies at the time of the investment and divestment, respectively.

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 reach an adequate level 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 the NAXS Group to advise on the Group's investment activities, under an advisory agreement. If the 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 private equity funds denominated in foreign currencies. No hedging is made on the private equity fund investments.

NAXS is also exposed to the risks related to the general macro-economic environment. For a detailed description of risk and risk management, see Note 18.

Environment

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

Parent Company

The parent company has not had any sales during the year. The profit/loss after financial items amounted to KSEK 161,757 (60,155). During the year, dividend from subsidiaries amounting to KSEK 165,997 was received. The net interest income amounted to KSEK 474 (1,083) and exchange rate profit/loss amounted to KSEK -1,031 (1,521). Income tax amounted to KSEK 0 (-1,414). The net profit/loss amounted to KSEK 161,757 (58,741).

Corporate Governance Report

Governance, management and control of the Company are 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 exchange. The Company conducts its business 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 articles of association also contain information on the share capital, number of directors and auditors as well as provisions regarding notice and agenda of the AGM. The articles of association are available in their entirety on the Company's website, www.naxs.se.

Board

The Board of Directors is responsible for, amongst other, establishing business and investment plans, budget, policy goals, financial statements, as well as for appointing the CEO.

Swedish Code of Corporate Governance

Since the Company's shares are traded on the NASDAQ OMX Stockholm exchange and the Company must follow the securities market practice in force in the securities market, it applies the Swedish Code of Corporate Governance ("Code"). The text of the Code is available at www.bolagsstyrning.se.

This corporate governance report has been prepared in accordance with the Annual Account Act and the Code. The 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 December 31, 2015 to SEK 750 000 divided into 15 million shares. The number of outstanding shares at the beginning and end of the year amounted to 14,869,552 shares. The Company holds 130,448 own shares. 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 NASDAQ Stockholm.

Largest shareholders as at 31 December 2015, according to Euroclear Sweden AB

Owner	No of shares	Votes and equity in %
QVT Financial LP	7 502 001	50,5
Tardus Intressenter AB	1 489 219	10,0
Global Endowment Management LP	1 486 317	10,0
Others	4 392 015	29,5
Total	14 869 552	100

AGM 2015

At the AGM on June 1, 2015, 13 shareholders were registered, representing 53.3% percent of the total number of issued shares. The AGM was duly established and resolved, among other things, to:

• approve the balance sheets and income statements of the Group for 2014 and to grant the Board and CEO relief from liability in respect of the 2014 management;
• pay a dividend of SEK 2.30/share to shareholders;
• re-elect John D. Chapman, Tony Gardner-Hillman, Ramanan Raghavendran and Andrew Wignall as Board members and appoint John D. Chapman as Chairman of the Board;
• allocate to the Board a total annual fixed fee of 675,000 SEK, with SEK 225,000 allocated to the Chairman and SEK 150,000 each to the other board members;
• adopt guidelines for remuneration of senior executives;
• adopt the principles for the composition of the Nominating Committee for the 2016 AGM;
• adopt the Board's proposal to approve the authorization for the repurchase of shares. Shares may be acquired to the extent that the Company's holding of its own shares, on any occasion, does not exceed 10% of all shares in the Company.

Nomination Committee

The Nomination Committee consists of Didrik Hamilton, representing himself, as chairman, Amaury de Poret, representing QVT, and NAXS' Chairman John D. Chapman as the convener. The Nomination Committee can be contacted via e-mail to Didrik Hamilton at soffloch.advice@gmail.com.

Decision from the AGM 2015 regarding the principles for appointing the Nomination Committee for the AGM 2016

The nomination committee shall have three members. The chairman of the board shall contact the two largest shareholders, with respect to voting power, as per the end of the third quarter of the year. These two shareholders are offered to appoint one member each to the nomination committee, in which a member of the board also shall be a member. If any such shareholder chooses not to exercise its right to appoint a member, the right shall pass on to the shareholder who, after the aforementioned shareholder, has the largest shareholding. The chairman of the nomination committee shall be elected by and from the members of the nomination committee. However, a member of the board of the Company may not be chairman of the nomination committee.

If a shareholder, who has appointed a member of the nomination committee, sells a not insignificant part of its shareholding during the tenure of the nomination committee and thereby ceases to be a shareholder with rights to appoint a member of the nomination committee, the member appointed by such shareholder should resign from the nomination committee. Such member shall then be replaced by a member appointed by the shareholder who, based on voting power following the sale, is one of the two largest shareholders in the Company. If such shareholder does not exercise its right to appoint a member of the nomination committee, the procedure above shall be applicable. In the event a member no longer represents the shareholder who appointed him or her, or in any other way is dismissed from the nomination committee prior to the completion of the nomination committee's work, such shareholder shall be allowed to appoint a new member of the nomination committee.

No fees shall be paid to the members of the nomination committee. The nomination committee shall pursue the tasks that, according to the Swedish Code of Corporate Governance, are of the responsibility of a 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 Company'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 2016

The next Annual General Meeting of shareholders in the Company will be held on June 1, 2016, in Stockholm. This Annual General Meeting will be held in accordance with the Company's by-laws and comply with the requirements of 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 3 and not more than 8 members, with up to 5 substitutes. The Board consisted of 4 members (no substitutes) during 2015: John D. Chapman (Chairman), Tony Gardner-Hillman, Ramanan Raghavendran and Andrew Wignall.

Information about the directors elected at the Annual General Meeting of June 1, 2015, is set forth below:

John D. Chapman, Chairman of the Board

John D. Chapman is a lawyer and Chartered Financial Analyst (CFA) specializing in representing shareholder interests in connection with the operation and management of investment funds and ancillary assets. His experience includes investment funds domiciled in numerous jurisdictions and investing in various asset classes, including debt, equity, private equity and property, in both developed and emerging markets. Mr. Chapman has served as the chairman, executive director, or non-executive director of many publicly traded companies, including ACP Capital Limited and ACP Mezzanine Limited (AIM quoted investment companies investing in European small and mid-cap debt, equity and structured products), the Romania Investment Fund (which invested in Romanian public and private equity), and the Central Asia Regional Growth Fund Plc. (which invested primarily in private equity in the former Soviet Central Asian Republics). Earlier in his career, Mr. Chapman practiced commercial litigation with a large law firm in New York City, served as a federal prosecutor with the United States Department of Justice and also was a

Senior Advisor to the United States Treasury Department for the training of local law enforcement bodies in Eastern Europe. Mr. Chapman is a member of the New York State Bar Association and the CFA Institute. Mr. Chapman is a United States citizen.

• Shareholding in the Company: 0
• Attendance at board meetings: 5 of 6
• John D. Chapman is independent of the Company. He is a nominee of the Company's largest shareholder.

Tony Gardner-Hillman

Tony Gardner-Hillman has, through his career as a lawyer and subsequently as an independent director, over 30 years of experience of working with open- and closed-ended investment funds investing in a broad range of asset classes. Mr. Gardner-Hillman qualified as a solicitor in London in 1982 and moved to Jersey in 1984 to join the Jersey law firm Crills, where he was a partner from 1987 to 2002 and headed the Financial Services Business and Regulation team. He was also a non-executive partner of the international law firm Holman, Fenwick & Willan (Jersey partnership) from 1987 to 2003. In 1987 he cofounded Jersey Trust Company (JTC), where he drove the development of the business, including the establishment of the funds administration division. Mr. Gardner-Hillman remained a principal shareholder and director of JTC until disposing of his shareholding and resigning as Non-Executive Group Chairman in 2008. Mr. Gardner-Hillman is a British citizen.

• Shareholding in the Company: 0
• Attendance at board meetings: 6 of 6
• Tony Gardner-Hillman is independent of the Company. He is a nominee of the Company's largest shareholder.

Ramanan Raghavendran

Ramanan Raghavendran has 20 years of private equity experience and currently is a managing partner at Kubera Partners. Kubera Partners is the manager of the Kubera Cross-Border Fund, a closed-end private equity fund listed on the London Stock Exchange (AIM). Previously, Mr Raghavendran has held positions at McKinsey & Company, General Atlantic Partners, Insight Venture Partners, and TH Lee Putnam Ventures. Mr Raghavendran holds a B.S. in Finance from the Wharton School, University of Pennsylvania and a B.S.E. in Computer Science and Engineering from School of Engineering and Applied Sciences at the University of Pennsylvania. Mr Raghavendran is a United States citizen.

• Shareholding in the Company: 0
• Attendance at board meetings: 2 of 6
• Ramanan Raghavendran is independent of the Company. He is a nominee of the Company's largest shareholders.

Andrew Wignall

Andrew Wignall is a Fellow of the Institute of Chartered Accountants in England and Wales having qualified with Ernst & Young in 1989, where he worked as an auditor, primarily with financial services clients. In 1996 Mr Wignall was a founding director of Moore Management Limited, specializing in the management and administration of alternative investment funds, securitization vehicles and special purpose companies. Since leaving Moore in 2007, Mr. Wignall has acted as an independent non-executive director of a number of private equity, real estate and other alternative fund structures. Mr. Wignall's public company and investment fund directorships have included: Alden Global Capital, Atrium European Real Estate, Black Sea Property Fund, DN Capital, GCP Sovereign Infrastructure Debt, Intermediate Capital Group, The Ottoman Fund, Priveq Investments, Quadriga Capital, Stirling Square Capital Partners, Capvis Equity Partners, The Greater Europe Fund, and Invision Private Equity. Mr. Wignall is a British citizen.

• Shareholding in the Company: 0
• Attendance at board meetings: 6 of 6
• Andrew Wignall is independent of the Company. He is a nominee of the Company's largest shareholder.

The CEO is not a board member but participates in the board meetings and provides any required information and conducts presentations.

The CFO participates in the board meetings and provide any required information and presentations.

NAXS meets the NASDAQ Stockholm stock exchange regulations and the Code's requirements that a majority of the elected board members are independent of the company and that the 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 Rules of Proceedings governing the Board's work, decision-making, signatories and meeting schedule, which are adopted annually. The Board follows as a guiding principle a set of proceedings designed that the requirement for a satisfactory information and division of work between the Board and CEO are met. 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 2015

During the fiscal year 2015, the Board of NAXS held 6 meetings. 5 of the meetings were held by telephone. Under the current rules, the Board shall hold at least 5 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 2015 included financing issues, investment issues and distribution issues.

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 Nomination Committee in relation to the proposal for the appointment of 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 of the Board's work

The Chairman of the Board evaluates annually the quality of the Board's work and what areas of improvements should be targeted to develop the quality and efficiency of the Board's work. The evaluation results are reported to the Nomination Committee.

Company Management

During 2015, the management of the NAXS Group consisted of Lennart Svantesson as CEO. 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.

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

Shareholding in the Company: 32,128, whereof 22,128 through a wholly owned company and 10,000 through pension insurance.

The Company's Chief Executive Officer

The 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 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 one year. The current period runs out in 2016, and the next election is thus to take place at the 2016 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 third quarter of 2015 was reviewed by the auditors. The chief auditor also submits an audit report to the AGM.

Board fees

In accordance with the decisions of the AGM 2015, 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 board members are appointed for a period running until the 2016 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 regarding salaries and other compensation for the CEO and other senior executives of the Company. The 2015 AGM adopted the proposal submitted by the Board regarding the guidelines for remuneration to the CEO and senior executives.

Current guidelines for executive compensation

The AGM has resolved 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 an alignment of interest between shareholders and senior executives. The board shall be entitled to deviate from the guidelines above if the board, in certain cases, deems that there are special reasons to motivate such deviation.

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 one regular meeting of the Board. The entire Board reviews 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. Two directors have met with the auditors as part of the auditors' review of the Company for the financial year 2015.

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 controlling the 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 for decisions regarding the costs, private equity 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.

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 within the organization. Activities include, among others, approval, verification, reconciliation, performance monitoring and allocation of tasks. NAXS assesses quarterly the valuation reports from underlying funds. The Group management makes regular controls, the results of which are reported to the Board.

Information and communication

Appropriate information and communication are essential for the internal control systems to function appropriately. 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 stake in the private equity private equity fund investments and the value of such investments, which is presented to the CEO and the Board. NAXS is a small organization, which facilitates effective communication and information between the Company's 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 and the CEO proposes to the AGM the following appropriation of earnings of the Parent Company:

Share premium reserve	577 705 947
Retained earnings	-6 199 488
Net profit for the year	161 756 393
Total	733 262 852
be appropriated as follows:
To be carried forward	733 262 852
Total	733 262 852

The Board of Directors proposes to the Annual General Meeting a dividend of SEK 2.50 per share for the fiscal year 2015. In addition, the Board of Directors proposes to the Annual General Meeting to vote on a continued share repurchase mandate.

Consolidated income statement Amounts in SEK 000s

	Note	2015	2014
Change in value	1	76 498	142 838
Operating costs	2	-10 602	-12 487
Cost for personnel	3	-1 699	-1 709
Operating profit		64 197	128 642
Financial items
Financial income	5	141	882
Financial expenses	6	-160	-120
Net Financial items		-19	762
Profit after financial items		64 178	129 404
Income taxes	10	-	-1 414
Net profit		64 178	127 990
Earnings per share, SEK *		4,32	8,60

* Basic and diluted

Consolidated statement of comprehensive income Amounts in SEK 000s

	2015	2014
Net income	64 178	127 990
Other comprehensive income
Items which will be reversed to the income statement
Exchange differences	3 471	63
Total comprehensive income	67 649	128 053
Attributable to:
Equity holders in the parent company	67 649	128 053
Net profit	67 649	128 053

Consolidated balance sheet Amounts in SEK 000s

	Note	12/31 2015	12/31 2014
Assets
Private equity fund investments	8	434 246	587 105
Total non-current assets		434 246	587 105
Other current receivables		76	134
Prepaid expenses and accrued income	11	38	67
Cash and cash equivalents	16	350 970	167 447
Total current assets		351 084	167 648
Total assets		785 330	754 753
Equity	12
Share capital (15 000 000 shares)		750	750
Other capital contribution		577 706	577 706
Retained earnings		206 312	172 863
Equity attributable to equity holders of the
parent company		784 768	751 319
Total equity		784 768	751 319
Current liabilities
Accounts payable		104	89
Other current liabilities		12	166
Accrued expenses and deferred income	13	446	3 179
Total liabilities		562	3 434
Total equity and liabilities		785 330	754 753
PLEDGED ASSETS AND CONTINGENT LIABILITIES
Pledged assets		None	None
Contingent liabilities		None	None

Consolidated statement of changes in equity Amounts in SEK 000s

			Equity attributable to shareholders of the
		Parent Company
		Other	Retained earnings, incl.
	Share	contributed	profit/loss for	Total
	Capital	capital	the year	Equity
Opening balance 1/1 2015	750	577 706	172 863	751 319
Other comprehensive income			3 471	3 471
Net income			64 178	64 178
Total changes in assets, excluding transactions with shareholders	750	577 706	240 512	818 968
Dividend paid			-34 200	-34 200
Balance at year-end 2015	750	577 706	206 312	784 768
Opening balance 1/1 2014	750	577 706	75 347	653 803
Other comprehensive income			63	63
Net income			127 990	127 990
Total changes in assets, excluding
transactions with shareholders	750	577 706	203 400	781 856
Repurchase of own shares			-778	-778
Dividend paid			-29 759	-29 759
Balance at year-end 2014	750	577 706	172 863	751 319

Consolidated statement of cash flows Amounts in SEK 000s

	Note 14	2015	2014
Operating activities
Profit after financial items		64 178	129 404
Adjustment for non-cash items, etc.		128 105	-87 655
		192 283	41 749
Income tax, paid		-	-
Cash flow from operating activities before
changes in working capital		192 283	41 749
Increase (-)/decrease (+) in operating receivables		87	3
Increase (-)/decrease (+) in operating liabilities		-2 871	2 183
Cash flow from operating activities		189 499	43 935
Investing activities
Acquisitions of private equity fund investments		-43 702	-30 327
Repayments of private equity fund investments		72 084	53 484
Cash flow from investing activities		28 382	23 157
Financing activities
Repurchase of own shares		-	-778
Dividend		-34 200	-29 759
Cash flow from financing activities		-34 200	-30 537
Cash flow during the year		183 681	36 555
Cash and cash equivalents, beginning of the year*		167 447	131 008
Exchange-rate differences in cash and cash equivalents		-158	-116
Cash and cash equivalents at the end of the year		350 970	167 447

* Including short-term investments

Parent company income statement Amounts in SEK 000s

	Note	2015	2014
Operating costs	2	-2 343	-2 481
Cost for personnel	3	-1 340	-1 438
Operating loss		-3 683	-3 919
Financial items
Result from shares in group companies	4	165 997	61 470
Financial income	5	475	2 607
Financial expenses	6	-1 032	-3
Loss after financial items		161 757	60 155
Income taxes	10	-	-1 414
Net loss for the year		161 757	58 741

Statement of comprehensive income Amounts in SEK 000s

	2015	2014
Net loss for the year	161 757	58 741
Other comprehensive income	-	-
Total comprehensive income for the year	161 757	58 741

Parent company balance sheet Amounts in SEK 000s

	Note	12/31 2015	12/31 2014
Assets
Non-current assets
Financial assets
Shares in group companies	7	481 802	481 802
Receivables from Group companies	9	23 424	24 455
Total non-current assets		505 226	506 257
Current assets
Receivables from group companies	9		-
Other current receivables		76	134
Prepaid expenses and accrued income	11	38	67
Total current assets		114	201
Cash and cash equivalents	16	229 087	100 616
Total current assets		229 201	100 817
TOTAL ASSETS		734 427	607 074
SHAREHOLDER´S EQUITY AND LIABILITIES
Equity	12
Restricted
Share capital (15 000 000 shares)		750	750
		750	750
Non restricted
Share premium reserve		577 706	577 706
Retained earnings		-6 200	-30 741
Earnings for the year		161 757	58 741
		733 263	605 706
Total equity		734 013	606 456
Current liabilities
Accounts payable		104	89
Liabilities to group companies		100	100
Other current liabilities		13	166
Accrued expenses and deferred income	13	197	264
Total liabilities		414	618
TOTAL EQUITY AND LIABILITIES		734 427	607 074
PLEDGED ASSETS AND CONTINGENT LIABILITIES
Pledged assets		None	None

Contingent liabilities None None

Parent company statement of changes in equity Amounts in SEK 000s

		Restricted equity		Unrestricted equity
	Share	Share premium	Retained	Profit/loss	Total
	capital	reserve	earnings	for the year	equity
Opening balance 1/1 2015	750	577 706	28 000		606 456
Profit for the year				161 757	161 757
Total changes in assets, excluding transactions
with shareholders	750	577 706	28 000	161 757	768 213
Dividend paid			-34 200		-34 200
Balance at year-end 2015	750	577 706	-6 200	161 757	734 013
Opening balance 1/1 2014	750	577 706	-204		578 252
Profit for the year				58 741	58 741
Total changes in assets, excluding transactions
with shareholders	750	577 706	-204	58 741	636 993
Share repurchase			-778		-778
Dividend paid			-29 759		-29 759
Balance at year-end 2014	750	577 706	-30 741	58 741	606 456

Parent company statement of cash flows
Amounts in SEK 000s	Note 14	2015	2014
Operating activities
Profit after financial items		161 757	60 155
Adjustment for non-cash items, etc.		1 031	-1 521
Cash flow from operating activities before
changes in working capital		162 788	58 634
Increase (-)/decrease (+) in operating receivables		87	72
Increase (-)/decrease (+) in operating liabilities		-204	-60
Cash flow from operating activities		162 671	58 646
Financing activities
Repurchase of own shares		-	-778
Dividend		-34 200	-29 759
Cash flow from financing activities		-34 200	-30 537
Cash flow during the year		128 471	28 109
Cash and cash equivalents, beginning of the year		100 616	72 507
Cash flow from investing activities		229 087	100 616

Notes to the financial statements Accounting policies

Corporate information

The consolidated financial statements of NAXS Nordic Access Buyout Fund AB (publ) ("NAXS", the "Group" or the "Company") for 2015 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 June 1, 2016. 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 focuses on investments in Nordic buyout funds. The objective is to make the Nordic private equity market accessible for a broader range of investors, while offering liquidity through the Company's publicly traded shares.

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) has 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 new and revised standards with effect from financial year 2015. None of the new and revised accounting rules have 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.

IFRS 9 will enter into force on 1 January 2018. The EU has not yet approved the IFRS 9, but is expected that they do so during the first half of 2016, in which case early adoption may be permitted within the EU. IFRS 9 includes the accounting of financial assets and liabilities and replaces IAS 39 Financial Instruments: Recognition and Measurement.The Group has estimated that the new standards, amendments and interpretations that are expected enter into force in 2016 will 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 the 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:

Private equity 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 fund's 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 recorded in the consolidated income statement. This group includes investments in private equity funds (known as buyout funds). NAXS has chosen to assign to this category financial assets that according to the management's and the Board's risk management and investment strategy are managed and evaluated based on actual values. All investments in private equity 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 is 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 subject to an insignificant risk of changes in value.

Financial liabilities

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

Changes in value

For private equity 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 private equity 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 except for holdings in private equity funds which is valuated at fair value through the income statement.

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 subsidiaries in Norway and Denmark is the Swedish krona. Excess liquidity in the subsidiaries 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 cannot be measured with sufficient reliability. The disclosure is made unless the possibility of an outflow of resources is remote.

Leases

Payments under operating leases are recognized in the income statement over the lease period. The Group has no finance leases.

Income tax

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 this function as the CEO. The investment strategy is oriented towards a diversified fund portfolio so that the holdings in the funds be evaluated as a whole, 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.

Private equity fund investments

Private equity fund investments are valued at fair value according to the methods described above. Private equity fund 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 private equity fund investments that, under the Company's risk management and investment strategy, are valued based on actual values. All private equity fund investments are unlisted. Private equity fund investments are valued based on the Company's portion 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. Private equity 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 the Group 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.

Other notes Amounts in KSEK unless otherwise stated.

Note 1 Changes in value	Group
	2015	2014
Changes in value of private equity fund investments in the closing
balance	76 498	142 538
Total	76 498	142 538
Of which changes in value caused by exchange rate changes Of which changes in value determined through	-17 556	28 778
valuation techniques	94 054	114 060

Changes in value caused by changes in exchange rates are calculated by comparing the exchange rate at the date of acquisition/beginning of the year and end of the year. It is the relevant fund's reporting currency that is the basis for calculation.

Note 2 Other external expenses

	Group			Parent company
	2015	2014	2015	2014
Remuneration to the investment advisor	7 763	6 854	-	-
Carried interest to the investment advisor	276	2 767	-	-
Other consulting fees	1 888	2 066	1 679	1 831
Other expenses	674	800	664	649
	10 601	12 487	2 343	2481

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

	Group		Parent company
	2015	2014	2015	2014
Ernst & Young AB
Auditing	369	307	267	223
Auditing in addition to the audit assignment	171	131	171	131
Tax Advice	-	24	-	-
Other Services	-	179	-	150
Total remuneration to auditors	540	641	438	504

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 relate to costs that are not classified as Audit, Accounting Operations, or tax advice.

Note 3 Employees and personnel expenses

	2015		2014
Average number of employees	Men	Women	Men	Women
Sweden
Parent Company	0,2	-	0,2	-
Denmark	-	-	-	-
Norway	-	-	-	-
Total	0,2	-	0,2	-

	2015		2014
		Variable		Variable
Salaries and remuneration to the Board	Board	remune	Board	remune
and CEO	and CEO	ration	and CEO	ration
Sweden
Parent Company	1 175	-	1 175	-
Denmark	332	-	207	-
Norway	-	-	56	-
Total	1 507	-	1 438	-

Salaries, remuneration and social security costs

	Group		Parent company
	2015	2014	2015	2014
Salaries and other remuneration	1 513	1 527	1 181	1 264
Contractual pensions for the Board and CEO	-	-	-	-
Contractual pensions to others	-	-	-	-
Other social security costs	179	181	153	173
Total	1 692	1 708	1 334	1 437

At the end of the year, there were no outstanding pension obligations to the Board of Directors or 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	2015	2014	2015	2014
Board of Directors	11%	14%	0%	0%
Group Management	0%	0%	0%	0%

Note 3 (continued)	Group
	2015	2014
	Base salary/	Base salary/
	board	board
Remuneration and other benefits during the year	remuneration	remuneration
John D. Chapman	225	225
Tony Gardner-Hillman	150	150
Ramanan Raghavendran	150	150
Andrew Wignall	150	150
Lennart Svantesson	500	500
Other executives (0 persons)	-	-
Total	1 175	1 175

The aggregate remuneration for the directors for the period until the AGM in 2015 amounted to KSEK 675 including KSEK 225 for the Chairman. The Group also includes KSEK 325 in directors' fees for the Chairperson and a director of the Danish subsidiary, who are not members of the Board of the Parent Company.

An agreement relating to variable compensation exists for the previous CEO, which is based on proceeds from underlying funds and is limited to a maximum of half the annual salary. The variable compensation amounted to KSEK 71 (-) whereof KSEK 69 belonged to 2014.

Note 4 Result from shares in Group companies

		Parent company
	2015	2014
Dividend	165 997	61 470
Total	165 997	61 470

Note 5 Interest income and similar items

	Group		Parent company
	2015	2014	2015	2014
Interest income
Group companies	-	-	336	316
Others	141	882	139	769
Net exchange-rate changes	-	-	-	1 522
Total	141	882	475	2 607

Note 6 Financial expenses

	Group		Parent company
	2015	2014	2015	2014
Financial expenses	-2	-4	-1	-3
Net exchange-rate changes	-158	-116	-1 031	-
Total	-160	-120	-1 032	-3

Note 7 Participation in Group companies

		Parent company
	2015	2014
Accumulated acquisition value
At the beginning of the year	481 802	481 802
At the end of the year	481 802	481 802

Specification of participations in Group companies

		% of share
	Number	capital and	12/31
Group companies, Corp. Reg. No., registered office	of shares	voting rights	2015
NAXS Nordic Access Buyout AS, 990 796 114, Oslo	100	100	8 172
NAXS Nordic Access Buyout A/S, 34801525,
Copenhagen	501 000	100	473 530
NAXS Nordic Access Buyout AB, 556735-9947,
Stockholm	1 000	100	100
Total			481 802
Note 8 Private equity fund investments		Group
		12/31	12/31
		2015	2014
Unlisted holdings measured at fair value		434 246	587 105
Total		434 246	587 105
Private equity fund investments
Opening balance		587 105	522 428
Investments		43 702	30 327
Disposals		-72 084	-53 484
Exchange rate changes		-17 556	28 778
Revaluations		-106 921	59 056
Reported valuation at year end		434 246	587 105

Note 8 (continued)

Private equity fund investments are valued at fair value according to the methods described above. Private equity fund 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 private equity fund investments that, under the Company's risk management and investment strategy, are valued based on actual values. All private equity fund investments are unlisted. Private equity 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 a new valuation obtained. If NAXS estimates that the fund manager 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 assesses regularly the fund managers' valuation techniques and ensures that the valuation of the unlisted holdings is 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 at the time the valuation is made.

Note 9 Receivables from Group companies			Parent company
			2015	2014
Opening balance			24 455	23 003
Change during the year			-1 031	1 452
At year end			23 424	24 455
Note 10 Taxes	Group		Parent company
	2015	2014	2015	2014
Current tax
Tax expenses for the year	-	-	-	-
	-	-	-	-
Deferred tax
Deferred tax on revaluation of the carrying
amount of deferred tax assets	-	-1 414	-	-1 414
Reported tax	-	-1 414	-	-1 414
	Group		Parent company
	Tax-rate		Tax-rate
Reconciliation of actual tax	%	2015	%	2015
Profit before tax		64 178		161 756
Tax according to applicable tax rate Effect of other tax rates for foreign	22,0%	-14 119	22,0%	-35 586
subsidiaries	5,2%	-3 358	0,0%	-
Tax effect of non-taxable income	-65,7%	42 196	-22,6%	36 519
Tax effect of non-deductible expenses	34,4%	-22 052	0,0%	-6
Loss that cannot be utilised	4,2%	-2 667	0,6%	-927
Reported tax	0,0%	0	0,0%	0

Non-taxable income consists mainly of received dividends and non-deductible expenses consists mainly of reversed value changes from the funds exited portfolio companies during the year.

Note 10 (continued)	Group		Parent company
Reconciliation of actual tax	Tax-rate %	2014	Tax-rate %	2014
Profit before tax		129 404		60 157
Tax according to applicable tax rate Effect of other tax rates for foreign	22,0%	-28 469	22,0%	-13 234
subsidiaries	1,4%	-1 825	0,0%	-
Tax effect of non-taxable income	-26,1%	33 827	-22,5%	13 523
Tax effect of non-deductible expenses	0,0%	-5	0,0%	-5
Loss that cannot be utilised	3,8%	-4 942	2,8%	-1 698
Reported tax	1,1%	-1 414	2,4%	-1 414

Unrecognised deferred tax assets

	Group		Parent company
	12/31	12/31	12/31	12/31
	2015	2014	2015	2014
Attributable to tax losses	9 639	11 888	2 625	1 698
	9 639	11 888	2 625	1 698

The tax losses are attributable to the Swedish, Danish and Norwegian operations. The deficits have no time limit.

Note 11 Prepaid expenses and accrued income

	Group				Parent company
	12/31	12/31	12/31	12/31
	2015	2014	2015	2014
Prepaid insurances	18	18	18	18
Other prepaid expenses	20	49	20	49
Total	38	67	38	67

Note 12 Equity

Group

Share capital in the Parent Company.

The share capital amounted as of December 31, 2015 to SEK 750 000 divided into 15 million shares. The number of outstanding shares at the beginning and end of the year amounted to 14,869,552 shares. The Company holds 130,448 own shares. Each share has one vote. The quota is SEK 0.05 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.

Distributions

NAXS' distribution policy is to proceed over time to distributions amounting to a percentage of proceeds received from underlying private equity funds. The Board of Directors proposes to the Annual General Meeting a dividend of SEK 2.50 per share for the fiscal year 2015. In addition, the Board of Directors proposes to the Annual General Meeting to vote on a continued share repurchase mandate.

Earnings per share

	Group
	2015	2014
Net profit attributable to equity holders in the parent company Weighted average number of shares outstanding during the year,	64 178	127 990
thousands	14 870	14 875
Profit per share (basic and diluted), SEK	4,32	8.60

Capital management NAXS is financed with equity.

Note 13 Accrued expenses and prepaid revenues

	Group		Parent Company
	12/31 12/31		12/31	12/31
	2015	2014	2015	2014
Accrued Board fee	371	391	160	174
Accrued social security contributions Accrued carried interest to the investment	15	34	14	34
advisor	-	2 635	-	-
Other accrued expenses	60	119	23	55
Total	446	3 179	197	264

Other accrued expenses pertain primarily to accrued overheads.

Note 14 Notes to cash flow statement

	Group			Parent Company
	2015	2014	2015	2014
Adjustment for non-cash items
Change in value	124 477	-87 834	-	-
Unrealized exchange-rate differences	3 628	179	1 031	-1 521
Total	128 105	-87 655	1 031	-1 521

	Group		Parent Company
	2015	2014	2015	2014
Interest received	141	882	139	769
Interest paid	2	4	1	3

Note 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 holds 50,5 % of the capital.

Note 16 Cash and cash equivalents
	Group		Parent Company
Cash and cash equivalents in cash flow	12/31	12/31	12/31	12/31
statements	2015	2014	2015	2014
Short-term investments equivalent to cash	-	-	-	-
Cash on hand and balances with banks	350 970	167 447	229 087	100 616
Total	350 970	167 447	229 087	100 616
		Group		Parent Company
	12/31	12/31	12/31	12/31
Reconciliation with balance sheet	2015	2014	2015	2014
Cash and cash equivalents	350 970	167 447	229 087	100 616
Total	350 970	167 447	229 087	100 616

Note 17 Financial assets and liabilities

	Group 2015
		Accounts
		receivable		Total
Financial assets and liabilities by	Financial	and loan	Other	carrying	Fair
measurement category	assets *	receivable	liabilities	amount	value
Private equity fund investments	434 246			434 246	434 246
Cash and cash equivalents		350 970		350 970	350 970
Total	434 246	350 970		785 216	785 216
Accounts payable			104	104	104
Total			104	104	104

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

	Group 2014
		Accounts
		receivable		Total
Financial assets and liabilities by	Financial	and loan	Other	carrying	Fair
measurement category	assets *	receivable	liabilities	amount	value
Private equity fund investments	587 105			587 105	587 105
Cash and cash equivalents		167 447		167 447	167 447
Total	587 105	167 447		754 552	754 552
Accounts payable			89	89	89
Total			89	89	89

* 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.

As at December 31, 2015, 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
Private equity fund investments	-	-	434 246
Total assets	-	-	434 246

As at December 31, 2014, 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
Private equity fund investments	-	-	587 105
Total assets	-	-	587 105

Note 17 (continued)

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 company-specific 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' private equity fund investments are classified in Level 3. The Company's specific valuation techniques and critical estimates are reported under accounting policies.

Level 3 investments include the Company's share of the relevant private equity fund's holdings / securities of unlisted companies (in some cases, a private equity fund can also hold listed companies). When observable prices are not available for these securities the fund manager uses one or more valuation techniques (e.g. yield methods or income-based methods), or a combination of techniques, which sufficient and reliable data are available. Within Level 3, the market approach generally uses earnings multiples of comparable companies, while the income-based approach generally uses the present value of estimated future cash flows, adjusted for liquidity, credit, market and/or other risk factors.

Due to the lack of observable inputs, estimates and assumptions used by the fund managers may materially affect the fair value of funds holdings and thus NAXS' results.

Because of the Company's diversified private equity fund portfolio (different geographical areas, different industries and different vintages) and the fact that each private equity fund has a large number of holdings in various companies (the total number of individual investments amounted to 109 at 31 December 2015) a change in the input to the possible fair value alternative assumptions would not involve significant changes in the fair value of the fund units in addition to changes in exchange rates. Note 18 presents a sensitivity analysis of the Company's foreign exchange risk.

The following table shows the changes of instruments at level 3 in 2015.

	Funds valued at fair value	Total
Opening balance	587 105	587 105
Investments	43 702	43 702
Repayments	-72 084	-72 084
Gains and losses recognized in profit or loss	-124 477	-124 477
Closing balance	434 246	434 246

Note 17 (continued)

The following table shows the changes of instruments at level 3 in 2014.

	Funds valued at fair value	Total
Opening balance	522 428	522 428
Investments	30 327	30 327
Repayments	-53 484	-53 484
Gains and losses recognized in profit or loss	87 834	87 834
Closing balance	587 105	587 105

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
• Active management and monitoring, and relying on the Investment Adviser's recommendations are the prerequisite for transparency in corporate development and thereby to identify risks.
• The main financial risks that NAXS is exposed to are market risks, 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 performance. NAXS has an investment strategy that results in a diversified portfolio of interests in buyout funds. Moreover, the returns depend on the valuation of the portfolio companies at investment and divestment. At the end of 2015, NAXS had an investment level of 55% (78%) of equity, and SEK 539 (724) million were committed to eight buyout funds, which represents approximately 69% (96%) of NAXS' total equity.

Interest rate risks

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

Regarding 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 targeted in order to meet potential new 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.

Because of the Company's diversified portfolio and the large number of underlying fund investments, a qualitative analysis of risks (price and interest rate risk), such as e.g. a sensitivity analysis, could not be effected without unwarranted costs or with a sufficient degree reliability.

Note 18 (continued)

Currency exchange rate risks

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

Total investments in foreign currencies	2015	2014
EUR	40 670	40 200
NOK	13 788	27 158

Below are what the effect on the results of a currency change of 10% based on the investments at year-end:

Amounts in KSEK	2015	2014
EUR	+/- 37 152	+/- 38 252
NOK	+/- 1 318	+/- 2 856

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.

Commitment Risk

NAXS can make commitments up to 125 percent of the equity. The total commitments at the end of 2015 amounted to 69 percent of the equity.

Note 19 Definitions

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

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

Commitment The maximum amount that a limited partner agrees to invest in a fund

Current commitments

Acquisition cost for private equity fund investments, plus remaining commitments to private equity funds

Gross IRR

The internal rate of return generated annually at the underlying private equity funds' level, before the deduction of the management fees and carried interest

Net asset value

The fair value of total assets, less net debt (corresponds to equity)

Net cash/Net debt

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

Private equity fund investments Fair value of investments in private equity funds

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-interestbearing liabilities

Total exposure to private equity fund investments

Private equity funds investments and remaining commitments to private equity funds

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 the European Parliament and Council of Europe Regulation (EC) No. 1606/2002 of 19 July 2002, in application of international financial reporting standards, and 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 the 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 within the Group.

Stockholm, January 29, 2016 NAXS Nordic Access Buyout Fund AB (publ), Corp. Reg. No. 556712-2972

Chairman Director Director

John D. Chapman Tony Gardner-Hillman Ramanan Raghavendran

Andrew Wignall Lennart Svantesson Director Chief Executive Officer

Our Auditor's Report was submitted on January 29, 2016 Ernst & Young AB

Rickard Andersson Authorized/Approved Public Accountant

Auditor's report

(TRANSLATION FROM THE ORIGINAL REPORT IN SWEDISH)

To the annual meeting of the shareholders of NAXS Nordic Access Buyout Fund AB (publ), corporate identity number 556712-2972

Report on the annual accounts and consolidated

accounts

We have audited the annual accounts and consolidated accounts of NAXS Nordic Access Buyout Fund AB (publ) for the year 2015, except for the corporate governance statement on pages 18- 25.

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

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

Auditor's responsibility

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

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

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

Opinions

In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of 31 December 2015 and of its financial performance and its cash flows for the year then ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2015 and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the EU, and the Annual Accounts Act. Our opinions do not cover the corporate governance statement on pages 18-25. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.

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

Report on other legal and regulatory requirements

In addition to our audit of the annual accounts and consolidated accounts, we have also audited the proposed appropriations of the company's profit or loss and the administration of the Board of Directors and the Managing Director of NAXS Nordic Access Buyout Fund AB (publ) for the year 2015. We have also conducted a statutory examination of the corporate governance statement.

Responsibilities of the Board of Directors and the Managing Director

The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss. The Board of Directors and the Managing Director are responsible for administration under the Companies Act and that the corporate governance statement on pages 18-25 has been prepared in accordance with the Annual Accounts Act.

Auditor's responsibility

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

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

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

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

Furthermore, we have read the corporate governance statement and based on that reading and our knowledge of the company and the group we believe that we have obtained a sufficient basis for our opinion. This means that our statutory examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden.

Opinions

We recommend to the annual meeting of shareholders that the profit be appropriated [loss 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.

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 29, 2016

Ernst & Young AB

Rickard Andersson Authorized Public Accountant