NAXS — Annual Report 2020

Feb 5, 2021

ANNUAL REPORT 2020 NAXS AB (publ)

(This text is an in-house translation of the original Annual Report 2020 in Swedish)

NAXS AB (publ)

Annual Report 2020

Content	Page
Comments from the CEO	3
Private equity fund investments and Other investments	4
Financial summary	17
Alternative Performance Measures	18
Corporate Governance Report	20
Board of Directors Report	29
Consolidated Income statement	32
Consolidated Balance sheet	33
Consolidated statement of changes in equity	34
Consolidated statement of cash flows	35
Parent Company Income statement	36
Parent Company Balance sheet	37
Parent Company statement of changes in equity	38
Parent Company statement of cash flows	39
Notes to the financial statements	40
The Board of Directors' and the CEOs certification	59

The annual report for NAXS AB (publ) 556712-2972 consists of the Corporate Governance Report, the Directors' Report and of the related financial statements on pages 21-59. The Annual Report is published in Swedish and English.

Financial Information 2021

Annual General Meeting: March 11 Interim Report (3 months): April 22 Interim Report (6 months): July 14 Interim Report (9 months): October 21

Annual Report 2020 Page 3 of 58

Comments by the CEO

NAXS´s net asset value was unchanged over the twelvemonth period despite a difficult environment. However, during the course of the year the development of the NAV was all but flat as it experienced a major drop in the second quarter followed by rapid recovery during the third quarter followed by a stable period in the fourth quarter. This reflected the general recovery that began during the summer. Despite the second wave of the Covid-19 pandemic during the second half or the year, the stock markets have exhibited strength while the private equity markets have handled the related challenges well.

During the second half of the year NAXS made two new commitment to private equity buyout funds, Nordic Capitals Fund X and the newly established Equip Fund I. The focus of Equip is on the small/midcap segment in the Nordic region, primarily Norway and Sweden. In addition, NAXS made a co-investment in Pret Panera Company alongside JAB Holding and other investors. NAXS is an investor in the two latest JAB' funds.

As to the underlying funds, they acquired 9 new portfolio companies and signed or closed 8 exits during 2020. A notable partial exit took place in the midst of the pandemic in May, with the listing of JDE Peet's, a JAB Consumer Fund II portfolio company, on Euronext Amsterdam in one of the largest IPOs of 2020.

In June, NAXS paid a dividend of SEK 3.00/share. The Company has now distributed a cumulative SEK 25.47 per share over the last 5 years to its shareholders through dividends and share repurchases.

At the end of 2020, NAXS had in excess of 32% of cash on its balance sheet, which leaves the Company well-positioned to continue to take advantage of potential investment opportunities. Lennart Svantesson

The highlights of 2020 for the Company were:

● after a sharp drop in the net asset value (NAV) per share (incl. dividend paid) in the second quarter the NAV recovered and ended up more or less unchanged from end of last year.

NAV per share (SEK)

• a MEUR 2 commitment to Nordic Capital Fund X and NOK 20m to Equip Capital Fund I LP;
• NAXS signed an agreement to co-invest in Pret Panera Company alongside JAB Holding and other investors, NAXS's share of the investment, that closed in January 2021, amounts to MUSD 0.3;
• NAXS sold part of its holdings in Scout Gaming Group, recouping the full cost of its investment;
• the acquisition of 9 new portfolio companies by NAXS's underlying funds, bringing the total number of companies acquired since NAXS's inception to 145 (including the 98 portfolio companies that have been exited);
• the signing or closing of 8 new exits by NAXS's underlying funds;
• the further consolidation of NAXS's successful exit track record, with 98 exits having generated an average gross IRR of 19%;
• the decision by the 2020 Annual General Meeting to pay a dividend of SEK 3.00/share for FY 2019; and
• the share cancellation of 757,476 repurchased shares. Prior to such cancellation, the total number of shares and voting rights in NAXS was 11,910,061. The number of shares and voting rights decreased by 757,476 through the share cancellation. As a result, the total number of shares and voting rights in NAXS as of December 31, 2020 was 11,152,585.

Private equity fund investments and other investments

NAXS's investments mainly consist of investments in private equity funds, the fund portfolio, but also of other investments ("Other investments").

Exposure to private equity fund investments and other investments

As of December 31, 2020, the total exposure to private equity fund investments and other investments amounted to MSEK 460, which corresponds to 68 percent of the Company's equity.

Net cash, fund investments and other investments, and total exposure to private equity funds in percent of equity

The Fund portfolio

Private equity fund investments

As of December 31, 2020, NAXS had commitments to 13 private equity funds (12 buyout funds and 1 special situations fund).

• At the end of 2020:
• private equity fund investments amounted to MSEK 429, which corresponds to 63 percent of the Company's equity;
• remaining commitments amounted to MSEK 128.

Through its mature fund portfolio, NAXS provides investors with an attractive exposure to the private equity asset class through a liquid instrument, with a good level of diversification:

● 6 different vintage years: 2007, 2008, 2011, 2017, 2018 and 2020 (based on current commitments):

● an exposure to all Nordic countries and to a certain extent to Europe, as well as to the rest of the world, mainly through the commitments to Apax and JAB (based on the fair value of the current portfolio companies):

● an exposure to 47 portfolio companies (remaining after 98 exits);

• a diversified portfolio, where the 10 largest portfolio companies account for ca. 50% of the NAV, and no single portfolio company account for more than 10% of NAV; and
• an attractive sector diversification (based on the fair value of the current portfolio companies):

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

Acquisitions and divestments by underlying funds

During 2020, NAXS' underlying funds made 9 new acquisitions and 8 full exits. As of December 31, 2020, NAXS's underlying funds had acquired a total of 145 companies, 98 of which had been fully divested. The 98 exits have generated an average gross IRR of 19%.

2020 acquisitions (by fund and in alphabetical order)

Portfolio Company	Sector	Geography	Fund
Bastard Burgers	Consumer goods & services	Sweden	Equip I
Busfabriken	Consumer goods & services	Sweden	Equip I
Holy Greens	Consumer goods & services	Sweden	Equip I
Makeup Mekka	Consumer goods & services	Norway	Equip I
Mimir (Funn)	Financial & business services	Norway	Equip I
Rush	Consumer goods & services	Norway	Equip I
Cytel	Healthcare services	USA	Nordic Capital X
RegTech	IT & telecom	Europe	Nordic Capital X
Siteimproved	IT & telecom	Denmark	Nordic Capital X

2020 exits (by fund and in alphabetical order)

Portfolio Company	Sector	Geography	Fund
Aptos	IT & telecom	2011	Apax VII
Neobop	IT & telecom	2010	Apax VII
Odlo	Consumer goods & services	2010	Herkules III
Kamux	Consumer goods & services	2011	Intera II
Normek	Building & construction	2008	Intera I
Karlsson	Consumer goods & services	2017	Mimir
Munters	Industry	2010	Nordic Capital VII
Aditro Logistics	Financial & business services	2012	Valedo II

PORTFOLIO COMPANIES FROM UNDERLYING FUNDS AT DECEMBER 31, 2020 (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
Aptos (Epicor spin-off)*	Enterprise application software	USA
Ascential*	B2B media	UK
Auto Trader Group*	Auto classified	UK
Bankrate*	Web-based personal finance services	USA
Cengage*	Educational publishing	USA
Cengage II	Educational publishing	USA
Dealer.com*	Digital marketing automotive sector	Canada
Electro-Stock*	Electrical components distribution	Spain
Epicor*	Enterprise application software	USA
Genex Services*	Healthcare software	USA
Golden Jaguar	Restaurant chain	China
Huarong	Financial services	China
Hub International*	Insurance services	USA
iGate*	IT and business process outsourcing	India
Marken*	Healthcare logistics services	UK
Netrada*	E-commerce management services	Germany
Neobop (Tivit spin-off)*	Business process outsourcing	Brazil
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
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
Trader Corporation*	Auto classified	Canada
Weather Investments*	Telecommunications	Global

EQUIP CAPITAL FUND I

Portfolio company	Sector	Country
Bastard Burgers	Fast-casual burger restaurants	Sweden
Busfabriken	Indoor play centers	Sweden
Holy Greens	Chain of salad restaurants	Sweden
MakeupMekka	Cosmetics online retailer	Norway
Mimir	IT service provider	Norway
Rush	Indoor trampoline parks	Norway

FSN CAPITAL III

Portfolio Company	Sector	Country
Green Landscaping*	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
New Store Europe*	Interior design	Norway
Norsk Jernbanedrift*	Railway maintenance	Norway
Odlo*	Sportswear	Switzerland
Projectiondesign*	High performance projectors	Norway
Puzzle (formerly Intelecom)*	Telecommunications	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
KREATE	Infrastructure construction	Finland
Kamux*	Used car retail	Finland
Merivaara	Healthcare technology	Finland
Renta	Building & construction, rental equipment	Finland
Rototec	Geothermal drilling	Finland
Royal Ravintolat/NoHo*	Accommodation and restaurant services	Finland
Silmäasema*	Ophthalmology services	Finland
Stella	Home care services	Finland
Tamtron*	Industrial products	Finland

JAB GLOBAL CONSUMER BRANDS II

Portfolio Company	Sector	Country
JAB Acorn/Drinx	Holding company for consumer drinks brands	Global
JAB K.K.	Holding company for consumer indulgence brands	Global
JAB Pret Panera	Holding company for consumer casual dining brands	Global
JAB Petcare	Holding company for veterinary care investments	Global

JAB Global Consumer Brands III

Portfolio company	Sector	Country
JAB Pet care	Holding company for veterinary care investments	Global
MIMIR INVEST AB
Portfolio Company	Sector	Country
Emmaboda	Building & construction	Sweden
Karlsson Varuhus*	Discount retail	Sweden
Parken Zoo i Eskiltuna	Entertainment & zoological park	Sweden
Puumerkki	Building material distribution	Finland
Quadriga Systems Ltd*	Software solutions for hotel industry	UK
Recion	Project piping solutions	Finland
SI Glass	Building & construction	Norway
Terraroc	Industrial drilling consumables	Finland

NORDIC CAPITAL FUND VII

Portfolio Company	Sector	Country
Acino*	Pharmaceuticals	Switzerland
Binding Site*	Healthcare diagnostics	UK
Bladt Industries*	Steel structure manufacturing	Denmark
Britax*	Child safety products	UK
Convatec*	Healthcare products	USA

Annual Report 2020 Page 11 of 58

IT solution and services	Denmark
Online retail	Sweden
Discount retail	Norway
Healthcare mobility solutions	Norway
Offshore accommodation services	Norway
Air treatment	Sweden
Financial technology and services	Sweden
Financial services and insurance	Sweden
Traffic safety products and services	Norway
Wafer slurry recycling services	Germany
Sporting goods retail	Denmark
Healthcare	USA
Leisure outdoor industry	Sweden
Discount retail	Finland

NORDIC CAPITAL CV I

Portfolio Company	Sector	Country
Acino	Pharmaceuticals	Switzerland
Binding Site	Healthcare diagnostics	UK
Bladt Industries	Steel structure manufacturing	Denmark
Max-Inf	Child safety products	UK
Ellos*	Online retail	Sweden
Macro Offshore	Offshore accommodation services	Norway
Itiviti	Financial technology and services	Sweden
Sunrise	Healthcare mobility solutions	Germany
Unisport	Sporting goods retail	Denmark

NORDIC CAPITAL X

Portfolio company	Sector	Country
Cytel	Healthcare services	USA
RegTech	IT & telecom	Europe
Siteimproved	IT & telecom	Denmark

VALEDO PARTNERS FUND I (fully realized)

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 Transport*	Courier services	Sweden
Becksöndergaard	Fashion accessories	Denmark
Cambio*	Healthcare industry software	Sweden
CMA/Markör	Consumer surveys	Sweden
Evidensia*	Veterinary clinics	Sweden
JOBmeal*	Office coffee solutions	Sweden
Joe & the Juice	Juice & Coffee bars	Global
Lakrids by Johan Bülow	Premium confectionery	Denmark
Norva 24	Construction services	Norway
Rapunzel of Sweden	Hair products and services	Sweden

December 31, 2020

• Total exposure to private equity fund investments: 87 % of total equity

• Private equity fund investments: 63% of total equity

• Number of full exits since inception: 98

• Average gross IRR generated by the 98 exits since inception: 19%

The table below summarizes NAXS's private equity fund commitments:

			Initial
			Commitment
	Commitment	Commitment	Amount
Fund	Year	Currency	(in 000s)
Apax Europe VII LP	2007	EUR	15 000
Equip Capital Fund I LP	2020	NOK	20 000
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
JAB Consumer fund - GCB II	2018	EUR	5 000
JAB Consumer Fund – GCB III	2019	EUR	5 000
Mimir Invest AB	2017	SEK	50 000
Nordic Capital Fund VII LP	2008	EUR	20 000
Nordic Capital CV1	2018	EUR	14 654
Nordic Capital Fund X	2020	EUR	2 000
Valedo Partners Fund II AB	2011	SEK	65 000

At the end of 2020, NAXS's total exposure to private equity fund investments amounted to MSEK 557, of which private equity fund investments amounted to MSEK 429 and remaining commitments to MSEK 128.

Underlying funds

Summary information regarding NAXS's underlying private equity 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, 2020: 6

No. of fully divested portfolio companies at December 31, 2020: 30

Equip Capital Fund I LP

Fund size: MNOK 1,900 Segment: small/mid cap Geographic focus: Norway and the Nordic region Vintage: 2020 Website: www.equip.no Description: Equip is a new private equity manager established by an Oslo-based team. Equip focuses on the small/midcap segment in the Nordic region, primarily Norway and Sweden, with three main focus sectors: consumer services, industrials and business services.

No. of portfolio companies at December 31, 2020: 6 No. of fully divested portfolio companies at December 31, 2020: 0

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, 2020: 1 No. of fully divested portfolio companies at December 31, 2020: 9

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, 2020: 0 No. of fully divested portfolio companies at December 31, 2020: 11

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. No. of portfolio companies at December 31, 2020: 0 No. of fully divested portfolio companies at December 31, 2020: 7

Intera Fund II KY

Fund size: MEUR 200 Segment: small cap Geographic focus: Finland Vintage: 2011

Website: www.interapartners.fi Description: Intera Fund II is the second fund raised by Intera Partners (see Intera Fund I KY above). No. of portfolio companies at December 31, 2020: 6 No. of fully divested portfolio companies at December 31, 2020: 6

JAB Global Consumer Brands II SCA SICAR

Fund size: MUSD 5,000 Segment: large cap Geographic focus: Global Vintage: 2018 Description: the JAB funds co-invest with JAB Holding, a privately held group focused on consumer goods & services companies with premium brands. No. of portfolio companies at December 31, 2020: 4 (platform investments) No. of fully divested portfolio companies at December 31, 2020: 0

JAB Global Consumer Brands III SCA SICAR

Fund size: MUSD 3,800 Segment: large cap Geographic focus: Global Vintage: 2020 Description: the JAB funds co-invest with JAB Holding, a privately held group focused on consumer goods & services companies with premium brands. No. of portfolio companies at December 31, 2020: 1 (platform investments) No. of fully divested portfolio companies at December 31, 2020:

Mimir Invest AB

Fund size: MSEK 200 Segment: small cap Geographic focus: Nordic region Vintage: 2017 Description: Mimir is a newly established private equity special situations fund focusing on mid-sized companies in all sectors, except real estate. No. of portfolio companies at December 31, 2020: 6 No. of fully divested portfolio companies at December 31, 2020: 2

Nordic Capital CV I LP

Fund size: MEUR 2,500 Segment: mid and large cap Geographic focus: primarily the Nordic region Vintage: 2018 Description: Nordic Capital CV1, a continuation vehicle established by Nordic Capital, where its Fund VII has transferred its remaining nine unlisted portfolio companies. Nordic Capital Fund VII's original term expired in December 2017 and through the transfer, Nordic Capital will have the opportunity to maximize the value creation potential of these nine companies, providing them with active support and fresh capital over an additional fiveyear investment period under continued Nordic Capital management. No. of portfolio companies at December 31, 2020: 8 No. of fully divested portfolio companies at December 31, 2020: 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, 2020: 1 No. of fully divested portfolio companies at December 31, 2020: 18

Nordic Capital Fund X LP

Fund size: MEUR 6,100 Segment: large and mid cap Geographic focus: primarily the Nordic region and DACH Vintage: 2020 Description: Nordic Capital Fund X is the tenth fund to be raised by Nordic Capital. The Fund is set to continue Nordic Capital's strategy of focusing on majority investments in the Healthcare, Technology & Payments and Financial Services sectors.

No. of portfolio companies at December 31, 2020: 3 No. of fully divested portfolio companies at December 31, 2020: 0

Valedo Partners Fund II AB

Fund size: MSEK 2,000 Segment: small cap Geographic focus: Sweden Vintage: 2011 Website: www.valedopartners.com Description: Valedo Fund II is the second fund raised by Valedo, a Swedish small cap manager established in 2006 by a spin-off team from EQT. Valedo invests in small cap companies, where long-term value creation is primarily driven by growth. No. of portfolio companies at December 31, 2020: 6 No. of fully divested portfolio companies at December 31, 2020: 5

Other investments

Within the Other investment category, NAXS held at the end of 2020;

• 120 437 shares in Scout Gaming Group AB (publ) following the sale of 255 000 shares during the fourth quarter. Scout is a provider of Fantasy Sport and Daily Fantasy Sports solutions to online gaming operators. As of December 31, 2020, the holding of NAXS in Scout Gaming Group was valued at MSEK 5.8 (4.9). The shares are listed on NASDAQ First North. Additional information can be found on https://www.scoutgaminggroup.com.
• 828 319 shares in Awilco Drilling Plc, a UK-based drilling contractor. The shares are listed on the Oslo Stock Exchange. As of December 31, 2020, the holding of NAXS in Awilco Drilling was valued at MSEK 3.7 (13.6). Additional information can be found on https://www.awilcodrilling.com.
• a senior secured bond issued in 2018 by Jacktel AS. Jacktel is the Norwegian operator of a jack-up accommodation vessel and a wholly owned subsidiary of Master Marine AS. The Bond has a tenor of 5 years and a coupon of 10% p.a., with quarterly interest payments. As of December 31, 2020, the holding of NAXS in Jacktel was valued at MSEK 5.0 (22.4). Additional information can be found on http://www.mastermarine.no/investor-relations/other-financial-information/.
• 65 572 shares in Keurig Dr Pepper, a leading producer and distributor of hot and cold beverages. The shares are listed on Nasdaq. As of December 31, 2020, the holding of NAXS in Keurig Dr Pepper was valued at MSEK 17.2 (-). The shares were received during the third quarter as a distribution in kind from JAB Consumer Fund – Global Consumer Brands II.

NAXS entered an agreement in December to co-invest in the Pret Panera Company alongside JAB Holding and other investors. NAXS's share of the co-investment, closed in January 2021, amounts to MUSD 0.3. Pret Panera is a global business in the casual fast food dining segment and include amongst others Panera, Pret-a-Manger and Espresso House.

During 2020 NAXS divested part of its holdings in Scout Gaming Group generating an income of MSEK 11.6 which is slightly in excess of the total cost of the original investment.

Company	Sector	Country	Reported value
Awilco Drilling	Energy (offshore drilling operator)	Norway	MSEK 3.7
Keurig Dr Pepper	Consumer goods & services	US	MSEK 17.2
Jacktel/Master Marine	Energy (offshore accommodation provider)	Norway	MSEK 5.0
Scout Gaming Group	iGaming (fantasy sports solution provider)	Sweden	MSEK 5.8

Financial summary

Income statement in brief
Amounts in SEK 000s	2020	2019	2018	2017	2016
Change in value	32 657	52 702	42 397	59 069	109 406
Operating expenses	-13 558	-14 228	-16 674	-14 483	-13 161
Operating result	19 099	38 474	25 723	44 586	96 245
Net financial items	5 019	-1 344	-7 235	-3 890	-2 233
Result before tax	24 118	37 130	18 488	40 696	94 012
Tax	-	-	-	-	-
Net result for the year	24 118	37 130	18 488	40 696	94 012

Balance sheet in brief

	Dec 31,	Dec 31,	Dec 31,	Dec 31,	Dec 31,
Amounts in SEK 000s	2020	2019	2018	2017	2016
Private equity fund investments	428 651	439 638	406 861	357 780	458 701
Other long-term holdings of securities	31 695	40 824	56 784	13 930	-
Other current receivables	256	166	12 330	161	78
Cash and cash equivalents	219 127	229 748	261 444	449 671	383 807
Total assets	679 729	710 376	737 419	821 542	842 586
Equity	678 900	709 659	736 371	820 567	841 816
Other current liabilities and accrued expenses	829	717	1 048	975	770
Total equity and liabilities	679 729	710 376	737 419	821 542	842 586

Cash flow in brief
Amounts in SEK 000s	2020	2019	2018	2017	2016
Cash flow from/used in in operating activities	-12 335	30 254	11 355	118 084	58 246
Cash flow in investing activities	35 574	7 551	-78 774	7 982	13 376
Cash flow in/from financing activities	-33 458	-70 331	-120 617	-60 234	-38 207
Cash flow for the year	-10 219	-32 526	-188 036	65 832	33 415
Cash and cash equivalents at the beginning of the
year	229 748	261 444	449 671	383 807	350 970
Exchange rate differences in cash and cash
equivalents	-402	830	-191	32	-578
Cash and cash equivalents at the end of the year	219 127	229 748	261 444	449 671	383 807

Alternative performance measures

NAXS applies the guidelines issued by the European Securities and Markets Authority (ESMA) for alternative key ratios. Alternative key figures are financial measures of historical or future earnings trend, financial position, financial results or cash flows that are not defined or specified in the applicable rules for financial reporting.

Alternative key ratios are stated when, in their context, they provide clearer or more indepth information than the measures defined in applicable financial reporting rules. The alternative key figures are derived from the consolidated financial statements. Alternative key ratios are stated when, in their context, they supplement the measures defined in IFRS. The starting point for the provided alternative key figures is that they are used by management to assess the financial development and are thus considered to provide valuable information to analysts and other stakeholders. NAXS regularly uses alternative key ratios as a complement to those key ratios that generally constitute good accounting practice.

Below are definitions and all the alternative key figures used. Reconciliations with the financial statements are provided on page 21 of NAXS Year-end Report 2020 for the alternative key ratios for the Group that are not directly identifiable from the financial statements and which are deemed essential to specify.

Alternative Performance Measures
	2020	2019	2018	2017	2016
Equity ratio, percent	99,88	99,90	99,86	99,88	99,91
Gross IRR, percent	18,62	19,22	19,79	22,73	22,79
Net cash, MSEK	219,1	229,7	261,4	449,7	383,8
Net asset value (NAV), MSEK	678,9	709,7	736,4	820,6	841,8

Share data

	2020	2019	2018	2017	2016
Earnings per share, SEK *	2,16	3,24	1,45	2,91	6,32
Dividend per share, SEK	3,00	2,78	2,53	-	2,50
Repurchase of own shares per share, SEK	-	3,43	6,93	4,3	-
Net cash per share	19,65	20,60	21,94	32,97	25,85
Equity ratio, SEK	60,87	63,63	61,81	60,17	56,69
Net asset value (NAV) per share, SEK	60,87	63,63	61,81	60,17	56,69
Number of shares outstanding at year end	11 152 585	11 152 585	11 914 261	13 637 387	14 848 302
Weighted average number of shares outstanding *	11 152 585	11 446 292	12 749 703	14 004 024	14 866 896

* Basic and diluted

Definitions

Buyout fund A private equity fund, whose strategy is to acquire a controlling interest in the targeted companies Cash & cash equivalents Cash, bank and short-term investments

Cash per share* Cash & cash equivalents in relation to the number of outstanding shares at the end of the period 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

Equity ratio*

Equity in relation to total assets.

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. The calculation includes all payments to the funds and all distributions from the funds since their inception, but excludes the management fees and carried interest

Net asset value (NAV)*

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

Net asset value (NAV) per share*

The fair value of total assets, less net debt (corresponds to shareholders' equity attributable to the Parent Company's shareholders) in relation to the number of outstanding shares at the end of the period

Net cash*

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

Other long-term holdings of securities/ Other investments Investments in financial instruments other than private equity funds

Private equity fund investments

Fair value of investments in private equity funds

Profit per share'

Profit for the year attributable to the Parent Company's shareholders divided by the average number of shares.

Special situations fund

A private equity fund, whose strategy is to acquire companies, where an active ownership is required, such as under-performing companies, and/or imply complex transactions, such as carve-outs from larger conglomerates.

Total assets*

All assets and liabilities not included in net cash.

Total exposure to private equity fund investments

Private equity funds investments and remaining commitments to private equity funds.

Total exposure to private equity fund investments and other investments Total exposure to private equity funds increased with other investments.

* Refers to alternative key figures according to the European Securities and Markets Authority (ESMA).

The Share

The NAXS share was initially listed on First North on May 14, 2007. Since June 8, 2010, the share is traded on NASDAQ Stockholm. The share trades under the designation "NAXS".

The number of outstanding shares in the Company at the beginning and at the end of the interim period was 11,152,585.

In March, the company made a share cancellation of 757,476 repurchased shares. Prior to the cancellation of the repurchased shares, the total number of shares and voting rights in NAXS was 11,910,061. The number of shares and voting rights decreased by 757,476 through the share cancellation. Following completion of the share cancellation, the total number of shares and voting rights in NAXS is 11,152,585.

At the end of the interim period, the NAXS share price was SEK 49,90 and the total shareholders' equity per share was SEK 60.87. The Company's market capitalization was MSEK 557 and the number of shareholders was 2 869.

Larger shareholders are set forth in the Corporate Governance Report.

Evolution of the share price during 2020

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 AB (publ) is a Swedish public company, whose shares are traded on NASDAQ Stockholm. The Company conducts its business based on Swedish legislation, primarily the Swedish Companies Act, the NASDAQ Stockholm rules for issuers – which also include the Swedish Code of Corporate Governance – and other relevant regulations and guidelines. Since the Company's shares are traded on NASDAQ Stockholm 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 to describe how the company applied the Code during the fiscal year 2020. The corporate governance report is reviewed by the auditors in accordance with the Annual Accounts Act.

Articles of association

The Company's name is NAXS 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, manage and market the investments, shares and other securities and acquire rights and assume obligations related to these investments, 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 the 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, budgets, policy goals, financial statements, as well as for appointing the CEO.

Ownership structure

The share capital of the Company amounted as of December 31, 2020 to SEK 500,000 divided into 11,152,585 shares.

The number of outstanding shares in the Company at the beginning of the year was xx. During the year xx shares were repurchased. The number of outstanding shares in the Company at the end of the year was 11,152,585.

In March, the company made a share cancellation of 757,476 repurchased shares. Prior to the cancellation of the repurchased shares, the total number of shares and voting rights in NAXS was 11,910,061. The number of shares and voting rights decreased by 757,476 through the share cancellation. Following completion of the share cancellation, the total number of shares and voting rights in NAXS is 11,152,585.

Each share has one vote. The Company's shares are registered with Euroclear Sweden AB. The quota value per share is SEK 6,30. The shares are traded on NASDAQ Stockholm. The number of shareholder's was 2,869.

Largest shareholders as at 31 December 2020, according to Euroclear Sweden AB

Total	11 152 585	100,0
Other	2 529 570	22,7
Eccenovo AB	200 000	1,8
Tagehus Holding AB	212 304	1,9
Tompkins Square Park SARL	8 210 711	73,6
Owner	No of shares	equity in %
		Votes and

AGM 2020

At the AGM on March 12, 2020, 7 shareholders were registered, representing 65,81 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 2019 and to grant the Board and CEO relief from liability in respect of the 2019 management;
• in accordance with the board's proposal that, the funds at the meeting's disposal shall be allocated as dividends to the shareholders of SEK 3,00 per share and that the company's remaining unrestricted equity shall be carried forward;
• re-elect John D. Chapman, Antony Gardner-Hillman, Damhnait Ni Chinneide and Andrew Wignall as Board members, and re-elect John D. Chapman as Chairman of the Board;
• allocate to the Board a total annual fixed fee of SEK 753,750, with SEK 258,750 allocated to the Chairman and SEK 165,000 each to the other Board members;
• in accordance with the nomination committee's proposal, adopt principles for the appointment of the nomination committee, to apply until a general meeting resolves otherwise;
• in accordance with the nomination committee's proposal, elect Meg Eisner (representing QVT Financial LP), Amaury de Poret (representing himself) and John Chapman (chairman of the board of directors) as members of the nomination committee. Meg Eisner was elected as chairman of the nomination committee;
• adopt guidelines for remuneration of senior executives;
• 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.
• Adopt the Board's proposal to reduce the share capital and resolve on bonus issue.

Nomination Committee

At the AGM 2020 was, in accordance with the nomination committee's proposal, Meg Eisner (representing QVT Financial LP), Amaury de Poret (representing himself) and John Chapman (chairman of the board of directors) were elected members of the nomination committee. Meg Eisner was elected chairman of the nomination committee. The Nomination Committee can be contacted via e-mail to: chapman.jd@gmail.com.

Principles for appointing the Nomination Committee

The annual general meeting shall elect members of the nomination committee. A proposal for members and the chairman of the nomination committee shall be put forward by the current nomination committee. The nomination committee shall consist of three members. One member of the nomination committee shall be the chairman of the board of directors, However, the chairman of the board of directors of the Company shall not be chairman of' the nomination committee. In its proposal for a new committee, the nomination committee shall take into account the shareholder base and the expressed willingness of the largest shareholders in the Company to participate in the nomination committee. The nomination committee's mandate shall be for the period until a new nomination committee has been elected at a subsequent annual general meeting. However, the nomination committee may change the composition of the nomination committee during its mandate period if it deems it appropriate and practical or if it is motivated based on any material changes in the shareholder base (and/or if there has been an expressed interest from a large shareholder to appoint a member to the committee). In such cases, or if a member otherwise leaves the nomination committee for some other reason, the nomination committee shall offer the largest shareholder in turn, as applicable, based on votes, the possibility to appoint a member of the nomination committee for the remainder of that term, provided that there is nothing preventing such representation. However, no shareholder shall have the right to appoint more than one member to the nomination committee. The nomination committee shall vote on the proposed revised composition. 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's 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 2021

The next Annual General Meeting of shareholders in the Company will be held on Mars 11, 2021, 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.

The 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's Board of Directors shall consist of not less than 3 and not more than 8 members, with up to 5 substitutes. The Board of Directors consists of John D. Chapman (chairman), Antony Gardner-Hillman, Damhnait Ni Chinneide, and Andrew Wignall, who all were reelected at the 2020 Annual General Meeting.

Further information regarding the directors 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 was born on March 31, 1956. Mr. Chapman is United States citizen and resides in the United States.

• Shareholding in the Company: 0
• Attendance at board meetings: 9 of 9
• John D. Chapman is independent of the Company. He is a nominee of the Company's largest shareholder.

Damhnait Ni Chinneide, director

Damhnait graduated with a BA in Finance from National University of Ireland in 1995 and a Masters in Financial Services from University College Dublin in 1996. Upon graduation Damhnait joined JPMorgan's graduate program in London where she spent 8 years. As a Vice President in the UK foreign exchange derivatives sales team she focused on advising hedge funds, institutional and corporate clients on risk management solutions. In 2003 Damhnait joined Lee Overlay Partners in Dublin and as Head of Portfolio Management she was involved in business development and in the establishment and development of a currency (UCITS) fund. In 2010 Damhnait joined the global head office of Pioneer Investments in Dublin where, as a member of the client reporting and sales team she oversaw a number of change and efficiency programs for the firms Dublin RFP process. Mrs. Ni Chinneide was born on March 18, 1974. Mrs. Ni Chinneide is Irish citizen and resident in France.

• Shareholding in the Company: 0
• Attendance at board meetings: 9 of 9
• Damhnait Ni Chinneide is independent of the Company. She is a nominee of the Company's largest shareholder.

Antony Gardner-Hillman, director

Antony 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 fund 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 was born on October 9, 1956. Mr. Gardner-Hillman is a British citizen and resident in Jersey.

• Shareholding in the Company: 0
• Attendance at board meetings: 9 of 9
• Antony Gardner-Hillman is independent of the Company. He is a nominee of the Company's largest shareholder.

Andrew Wignall, director

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 was born on May 11, 1964. Mr. Wignall is a British citizen and resident in Jersey.

• Shareholding in the Company: 0
• Attendance at board meetings: 9 of 9
• 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 Gösta Lundgren 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 the Group management 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 2020

During the fiscal year 2020, the Board of NAXS held 9 meetings. All of the meetings was 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 pre-defined agenda, which includes a report from the CEO as well as financial reports, updates on investments, financing issues and strategic issues. Key issues discussed during the fiscal year 2020 included financing issues, investment issues, share repurchase issues, distribution issues and the Group's future structure.

Audit Committee

The Company has decided that the entire Board shall be included in the Audit Committee. The Audit Committee's tasks are described in the Board's Rules. The Audit Committee shall inter alia monitor the Company's financial reporting, the effectiveness of the Company's internal controls, risk management on financial reporting, keep itself informed about the audit of annual and consolidated accounts, review and monitor the auditors' impartiality and independence, as well as 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 2020, 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.

Mr. Svantesson's shareholding in the Company is 32,128 shares, whereof 22,128 through a wholly owned company and 10,000 through pension insurance.

The company's CEO

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 provides the required reporting.

Auditors

NAXS's auditors are appointed by the AGM for a period of one year. The current period runs out in 2020, and the next election is thus to take place at the 2020 AGM. The Company's registered accounting firm is Ernst & Young, and its chief auditor is authorized auditor Jesper Nilsson. Jesper Nilsson has been the Company's auditor since the 2016 AGM. 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 2020 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 2020, the Board of Directors receive annual fees amounting to a total of 753,750 SEK. The Chairman receive 258,750 SEK, while the other members of the Board receive 165,000 SEK each. The board members are appointed for a period running until the 2021 AGM. For more information on compensation paid to the Board and senior executives, see Note 6, Employees and staff costs.

Guidelines for remuneration and other benefits for executives remuneration Before each AGM, the Board shall develop guidelines regarding salaries and other compensation for the CEO and other senior executives of the Company. The 2020 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 executive management of NAXS AB (publ) ("NAXS" or the "Company") fall within the provisions of these guidelines. The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2020. These guidelines do not apply to any remuneration decided or approved by the general meeting.

The guidelines' promotion of the Company's business strategy, long-term interests and sustainability

In short, the Company's business strategy is the following.

NAXS primarily in private equity funds with a Nordic focus. NAXS may also make direct investments or co-investments alongside private equity or other alternative assets funds. In addition, NAXS may, to a limited extent, make other types of investments.

A prerequisite for the successful implementation of the Company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company is able to recruit and retain qualified personnel. To this end, it is necessary that the Company offers competitive remuneration. These guidelines enable the Company to offer the executive management a competitive total remuneration.

No long-term share-related incentive plans have been implemented by the Company. If the Company would implement any long-term share-related incentive plans it would be resolved by the general meeting and any such plans are therefore excluded from these guidelines.

Variable cash remuneration covered by these guidelines shall aim at promoting the Company's business strategy and long-term interests, including its sustainability.

Types of remuneration, etc.

The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to not more than 50 per cent of the fixed annual cash salary.

For the CEO and other executives, pension benefits, if applicable, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension under mandatory collective agreement provisions. Variable cash remuneration shall not qualify for pension benefits unless required for the executive in question by mandatory collective agreement provisions. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the fixed annual cash salary.

Other benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring) and Company cars. Such benefits may amount to not more than 10 per cent of the fixed annual cash salary.

Termination of employment

The notice period may not exceed six months without any right to severance pay if notice of termination of employment is made by the Company. The period of notice may not exceed six months without any right to severance pay when termination is made by the executive.

Criteria for awarding variable cash remuneration, etc.

The variable cash remuneration shall be linked to predetermined and measurable criteria which can be financial or non-financial. They may also be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the Company's business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive's long-term development. To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The board of directors is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the Company.

Salary and employment conditions for employees

In the preparation of the board of directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the board of directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

The decision-making process to determine, review and implement the guidelines The board of directors shall prepare a proposal for new guidelines for executive remuneration at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The board of directors shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The CEO and other members of the executive management do not participate in the board of directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines

The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company's long-term interests, including its sustainability, or to ensure the Company's financial viability.

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 during 2020, whereof one by telephone. 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. The Board of directors have due to the pandemic not met with the auditors as part of the auditors' review of the Company for the financial year 2020.

Internal control of financial reporting

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 are conducted at several levels within the Group, both at the subsidiaries' 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 or semi-annual 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.

Board of Directors' Report

The Board of Directors and the CEO of NAXS 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 2020. The financial statements are subject to their adoption by the Annual General Meeting of the shareholders to be held on March 11, 2021.

Group

General operations

NAXS primarily in private equity funds with a Nordic focus. NAXS may also make direct investments or co-investments alongside private equity or other alternative assets funds. In addition, NAXS may, to a limited extent, make other types of investments.

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. The share trades under the designation "NAXS".

NAXS AB, corporate ID 556712-2972 is the Group's parent company. NAXS AB has its registered office in Stockholm. QVT Financial LP with org.no 156508, with registered office in New York, USA, controls, via Tompkins Square Park SARL, 73,6% of the outstanding shares in NAXS AB.

In addition to the Parent Company, the Group consists of an operational Danish subsidiary, NAXS 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 is contracted as the investment advisor to the Danish subsidiary.

Objective and investment strategy

Overall investment strategy

The strategy of NAXS AB (publ) (together, with its subsidiaries, "NAXS") is to seek to produce investment returns commensurate with the risk incurred in making those investments.

Investment criteria

NAXS may without limitation, except as set forth below, invest in private equity funds, which have one or more of the Nordic countries (Denmark, Finland, Norway and Sweden) as their investment focus.

NAXS may without limitation, except as set forth below, invest alongside private equity funds and other alternative assets funds.

Up to forty percent of NAXS's net asset value may be invested in any securities or assets in any jurisdiction.

Investment size and diversification

NAXS intends to hold a diversified portfolio of investments. However, NAXS may decide based on market conditions to place up to 40 percent of NAXS's net asset value at the time of the investment in a single investment.

Market review

2020 was marked by the Covid-19 virus outbreak and its devastating effects on society. Despite the pandemic, the financial markets have generally performed strongly, albeit with periods of high volatility. Private equity buyout activity in terms of transactions remained at a relatively low level during the year, although it increased during the second half. The focus of the fund managers has instead been on developing the portfolio companies and fend off the effects of the pandemic.

Financial performance

Important events during the financial year

Net asset value was unchanged over the twelve-month period (including dividends paid) despite a particularly difficult environment. During the year, however, the development was anything but steady. In the second quarter, the net asset value fell sharply and then recovered quickly during the third quarter and was stable during the fourth quarter. This reflects the general normalization and recovery that began during the summer. Despite the pandemic's second wave during the fourth quarter, the stock markets have shown strength and private equity has so far generally met the challenges well. During the second half of the year, NAXS made two new commitments to private equity funds, partly to Nordic Capital's tenth fund, partly to the newly established fund Equip Capital Fund I LP, with a focus on small and medium-sized companies, primarily in Norway and Sweden. Furthermore, NAXS entered into an agreement for a co-investment with JAB Holding and other investors in Pret Panera Company, which closed in January 2021. As for the underlying funds, they acquired 9 new portfolio companies and signed or closed 8 exits during the year. In April, NAXS paid a dividend of SEK 3.00 per share.

Operating profit

The operating profit/loss amounted to KSEK 19,099 (38,474) for the year. The operating profit/loss includes a change in value of KSEK 32,657 (52,702), whereof KSEK 43,344 (40,037) is a change in value of private equity fund investments, and KSEK -10,688 (-20,363) is a change in value of other investments. Realized profit/loss in investments in private equity funds amounts to KSEK -6,549 (30,195), and unrealized profit/loss amounted to KSEK 49,893 (35,351). The currency effects are included in the changes in value and amounted to KSEK 1,995 (4,686) for the year. Realized gains, dividends and interest income related to other investments amounted to 8,114 (2,834) TSEK and unrealized profit/loss amounted to KSEK -18,802 (-20,363). Operating expenses amounted to KSEK 13,558 (14,228).

Financial items

Financial items net totaled KSEK 5,019 (-1,344) for the year. The net interest income amounted to KSEK -354 (-735). Exchange rate profit/loss amounted to KSEK 5,373 (-609).

Tax and net profit

The Group's profit/loss after financial items for the year amounted to KSEK 24,118 (37,130). Income taxes amounted to KSEK 0 (0). Net profit/loss after tax amounted to KSEK 24,118 (37,130). Earnings per share were SEK 2.16 (3.24).

Private Equity Fund Investments

During the year, net investments (-)/repayments (+) from private equity funds amounted to KSEK 39,758 (41,031) was repaid from private equity funds, of which KSEK -6,549 (30,195) are realized gains. As of December 31, 2020, Private equity fund investments amounted to KSEK 428,651 (439,638).

Other investments

As s of December 31, 2020, other investments amounted to KSEK 31,695 (40,824). During the financial year, KSEK 17,561 (3,285) was invested in other investments. During the financial year, 68 percent of the holding in Scout was sold for KSEK 11,599, which corresponded to the total acquisition cost for the entire holding. During the year, 65,572 shares in Keurig Dr Pepper were received via dividends from the JAB Consumer Fund - Global Consumer Brands II.

Cash flow and financial position

Cash flow amounted to KSEK -10,219 (-32,526). Adjustment for non-cash items amounted to KSEK -36,479 (-19,069). It consists mainly of reversed value changes on exited portfolio companies. Cash flow from operating activities amounted to KSEK -12,335 (30,254).

Financing

The Group is financed with shareholders' equity. Shareholders' equity amounted to KSEK 678,900 (709,659) at the end of the year, corresponding to SEK 60.87 (63.63) per share and an equity/asset ratio of 100 (100) percent. Repurchases of own shares amounted to - (39,276) and dividend to shareholders for the financial year 2020 amounted to KSEK 33,458 (31,055) corresponding to SEK 3.00 (2.78) per share.

Net cash

At the end of the year, net cash amounted to KSEK 219,127 (229,748), which corresponds to SEK 19,65 (20.60) per share. During the period, cash and cash equivalents were invested in interest-bearing instruments or held on interest-bearing bank accounts, in accordance with the Company's policy.

Future prospects

The ongoing second wave of the Covid-19 pandemic makes it difficult, at the time of writing, to assess the ultimate effects on the economy in general and how the performance and valuations of the private equity-owned portfolio companies will be affected. Despite the fact that a massive global vaccination program has started we can reasonably assume that there are substantial risks and volatile markets ahead of us.

Environment

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

Parent Company

The parent company holds participations in the subsidiaries and finances the subsidiaries' activities. The parent company has not had any sales during the year. The profit/loss after financial items amounted to KSEK -5,267 (-4,108). The net interest income amounted to KSEK 184 (-258) and exchange rate profit/loss amounted to KSEK -911 (398). Income tax amounted to 0 (0). Net profit/loss after tax amounted to KSEK -5,267 (-4,108).

Proposal for appropriation of earnings

At the disposal of the Annual General Meeting are the following amounts in SEK:

Share premium reserve	577 705 947
Retained earnings	2 485 583
Net profit for the year	-5 267 766
Total	574 923 764

The Board of Directors and the CEO proposes that available earnings to be appropriated as follows:

Dividend, 3,00 per share	33 457 755
To be carried forward	541 466 009
Total	574 923 764

In addition, the Board of Directors proposes to the Annual General Meeting to vote on a continued share repurchase mandate to repurchase own 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.

Consolidated income statement Amounts in SEK 000s

	Note	2020	2019
Change in value	4	32 657	52 702
Operating costs	5	-12 028	-12 664
Cost for personnel	6	-1 530	-1 564
Operating profit		19 099	38 474
Financial items
Financial income	7	5 398	82
Financial expenses	8	-379	-1 426
Net Financial items		5 019	-1 344
Profit after financial items		24 118	37 130
Income taxes	13	-	-
Net profit		24 118	37 130
Attributable to:
Equity holders of the parent company		24 118	37 130
Earnings per share, SEK*		2,16	3,24
*Basic and diluted

Consolidated statement of comprehensive income Amounts in SEK 000s

	Note
	16	2020	2019
Net profit		24 118	37 130
Other comprehensive income for the year, including tax
Items that can be converted to profit for the year
Translation differences from translation of foreign operations		-21 419	6 489
Sum of other comprehensive income for the year		-21 419	6 489
Total comprehensive income for the year		2 699	43 619
Attributable to:
Equity holders of the parent company		2 699	43 619
Net profit		2 699	43 619

Consolidated balance sheet Amounts in SEK 000s

	Note	2020-12-31	2019-12-31
Assets
Private equity fund investments	10	428 651	439 638
Other long-term holdings of securities	11	31 695	40 824
Total non-current assets		460 346	480 462
Other current receivables	14	191	123
Prepaid expenses and accrued income	15	65	43
Cash and cash equivalents		219 127	229 748
Total current assets		219 383	229 914
Total assets		679 729	710 376
Equity	16
Share capital		750	750
Other capital contribution		577 706	577 706
Reserves		5 025	26 444
Retained earnings		95 419	104 759
Equity attributable to equity holders of the
parent company		678 900	709 659
Total equity		678 900	709 659
Liabilities
Other current liabilities		83	143
Accrued expenses and deferred income	17	746	574
Total current liabilities		829	717
Total liabilities		829	717
Total equity and liabilities		679 729	710 376

Consolidated statement of changes in equity Amounts in SEK 000s

Equity attributable to shareholders of the
Parent Company Retained
Other earnings,
contri Trans incl. profit/
Share buted lation loss for the capital capital reserve	Total year equity
Opening equity 2020-01-01 750 577 706 26 444 104 759	709 659
Total comprehensive income
Net profit for the year	24 118 24 118
Other comprehensive income for the year -21 419	-21 419
Total comprehensive income for the year - - -21 419	24 118 2 699
Transfer of quota value upon withdrawal
of repurchased shares -48	48 0
Bonus issue 48	-48 0
Transactions with the Group's owners
Value transfers to owners
Dividend -33 458	-33 458
Total value transfers to owners - - - -33 458 Total transactions with the Group's	-33 458
owners for the year - - - -33 458	-33 458
Closing equity 2020-12-31 750 577 706 5 025	95 419 678 900
Equity attributable to shareholders of the
Parent Company
Retained
Other earnings,
contri Trans Share buted lation profit/loss	incl. Total
capital capital reserve for the year	equity
Opening equity 2019-01-01 750 577 706 19 955 137 960	736 371
Total comprehensive income
Net profit for the year	37 130 37 130
Other comprehensive income for the year 6 489 Total comprehensive income for the year - - 6 489	6 489 37 130 43 619
Transfer of quota value upon withdrawal
of repurchased shares -19	19 0
Bonus issue 19 Transactions with the Group's owners	-19 0
Value transfers to owners
Dividend -31 055	-31 055
Repurchases of own shares -39 276	-39 276
Total value transfers to owners for the
year - - - -70 331	-70 331
Total transactions with the Group's owners - - - -70 331	-70 331

Consolidated statement of cash flows Amounts in SEK 000s

	Note
	19	2020-12-31	2019-12-31
Operating activities
Profit after financial items		24 118	37 130
Adjustment for non-cash items, etc.		-36 479	-19 069
		-12 361	18 061
Income tax, paid		-	-
Cash flow from operating activities before changes in
working capital		-12 361	18 061
Increase (-)/decrease (+) in operating receivables		-90	12 539
Increase (-)/decrease (+) in operating liabilities		116	-346
Cash flow from operating activities		-12 335	30 254
Investing activities
Acquisitions of private equity fund investments		-35 637	-51 473
Repayments of private equity fund investments		81 944	62 309
Sale of other long-term holdings of securities		-17 561	-3 285
Acquisitions of other long-term holdings of securities		6 828	-
Cash flow from investing activities		35 574	7 551
Financing activities
Repurchase of own shares		-	-39 276
Dividend		-33 458	-31 055
Cash flow from financing activities		-33 458	-70 331
Cash flow during the year		-10 219	-32 526
Cash and cash equivalents, beginning of the year		229 748	261 444
Exchange-rate differences in cash and cash equivalents		-402	830
Cash and cash equivalents at the end of the year		219 127	229 748

Parent company income statement

Amounts in SEK 000s
	Not	2020	2019
Operating costs	5	-3 183	-2 854
Cost for personnel	6	-1 357	-1 394

Cost for personnel	6	-1 357	-1 394
Operating loss		-4 540	-4 248
Financial items
Financial income	7	184	630
Financial expenses	8	-911	-490
Profit/loss after financial items		-5 267	-4 108
Income taxes	14	-	-
Net profit/loss for the year		-5 267	-4 108

Parent company statement of comprehensive income

Amounts in SEK 000s

	2020	2019
Net profit	-5 267	-4 108
Total comprehensive income for the year	-5 267	-4 108

Parent company balance sheet
Amounts in SEK 000s

	Not	2020-12-31	2019-12-31
Assets
Non-current assets
Financial assets
Shares in group companies	9	481 802	481 802
Receivables from Group companies	12	25 816	26 726
Total financial assets		507 618	508 528
Total non-current assets		507 618	508 528
Current assets
Receivables from group companies
Other current receivables		191	123
Prepaid expenses and accrued income	15	65	44
Total current assets		256	167
Cash and cash equivalents		68 635	106 416
Total current assets		68 891	106 583
Total assets		576 509	615 111
Shareholder's equity and liabilities
Equity	16
Restricted
Share capital		750	750
Total restricted equity		750	750
Non-restricted
Share premium reserve		577 706	577 706
Retained earnings		2 485	40 051
Earnings for the year		-5 267	-4 108
Total non-restricted equity		574 924	613 649
Total equity		575 674	614 399
Current liabilities
Accounts payable		71	58
Liabilities to group companies		100	100
Other current liabilities		12	85
Accrued expenses and deferred income	17	652	469
Total current liabilities		835	712
Total equity and liabilities		576 509	615 111

Parent company statement of changes in equity

Amounts in SEK 000s

	Restricted
	equity		Unrestricted equity
		Share		Profit/loss
	Share	premium	Retained	for the	Total
	capital	reserve	earnings	year	equity
Opening equity 2020-01-01	750	577 706	40 051	-4 108	614 399
Total comprehensive income
Profit for the year				-5 267	-5 267
Total comprehensive income
for the year	0	0	0	-5 267	-5 267
Appropriations of profits Transfer of quota value upon			-4 108	4 108
withdrawal of repurchased shares	-48		48		0
Dividend	48		-48		0
Repurchases of own shares			-33 458		-33 458
Closing equity 2020-12-31	750	577 706	2 485	-5 267	575 674

	Restricted
	equity		Unrestricted equity
		Share		Profit/loss
	Share	premium	Retained	for the	Total
	capital	reserve	earnings	year	equity
Opening equity 2019-01-01	750	577 706	93 857	16 525	688 838
Total comprehensive income
Profit for the year				-4 108	-4 108
Total comprehensive income
for the year	-	-	-	-4 108	-4 108
Appropriations of profits			16 525	-16 525	0
Transfer of quota value upon
withdrawal of repurchased shares	-19		19		0
Bonus issue	19		-19		0
Dividend			-31 055		-31 055
Repurchases of own shares			-39 276		-39 276
Closing equity 2019-12-31	750	577 706	40 051	-4 108	614 399

Parent company statement of cash flows Amounts in SEK 000s

	Note
	19	2020	2018
Operating activities
Profit after financial items		-5 267	-4 108
Adjustment for non-cash items, etc.		910	-398
Cash flow from operating activities
before changes in working capital		-4 357	-4 506
Increase (-)/decrease (+) in operating receivables		-89	-35
Increase (-)/decrease (+) in operating liabilities		123	85
Cash flow from operating activities		-4 323	-4 456
Financing activities
Repurchase of own shares		-	-39 276
Dividend		-33 458	-31 055
Cash flow from financing activities		-33 458	-70 331
Cash flow during the year		-37 781	-74 787
Cash and cash equivalents, beginning of the year		106 416	181 203
Cash and cash equivalents, end of the
year		68 635	106 416

Notes to the financial statements

Note 1 Accounting policies

Corporate information

The consolidated financial statements of NAXS AB (publ) ("NAXS", the "Group" or the "Company") for 2020 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 March 11, 2020. The Parent Company is a Swedish limited company (publ) incorporated and domiciled in Stockholm, Sweden whose shares are publicly traded on NASDAQ 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 accounting principles

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 the parent company 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 rules

The 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 2020. The Group has estimated that the new standards, amendments and interpretations that have not yet entered into force will not have any material effect on the financial performance and position.

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.

A number of new standards and amendments, as well as interpretations of existing standards have been published but have not yet come into force. The Group has estimated that the new standards, amendments and interpretations that have not yet entered into force 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 other long-term holdings of securities 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 comprise the Parent Company and subsidiaries: subsidiaries are companies that are under a controlling influence from NAXS AB. When assessing whether controlling influence exists, consideration is given to both influence and influence on returns and partly whether de facto control exists. Subsidiaries are reported according to the acquisition method. For more information, see Note 9, Shares in Group companies.

When preparing the consolidated financial statements, intra-group transactions and transactions are eliminated.

Financial instruments

Financial instruments is reported according to IFRS 9 Financial Instruments. Financial instruments that NAXS reports in the balance sheet include, on the asset side, cash and cash equivalents, private equity fund investments and other financial investments. Liabilities include accounts payable. Only the categories that are relevant to the group are described below.

Financial assets

The Group classifies its financial assets in the following categories: Amortized cost (Hold to collect) and Fair value through the income statement. Classification and valuation of financial assets based on debt instruments is based on the business model applied for the management of the financial asset and the instrument's contractual cash flows. Accrued acquisition value

Assets classified as in this category are financial assets that are held for the purpose of collecting contractual cash flows and where these cash flows consist solely of capital amounts and interest. This category includes cash and cash equivalents.

Fair value through the income statement

Financial assets in this category are assets that do not meet the requirements for being recognized at amortized cost or fair value through other comprehensive income. This group includes investments in private equity funds (known as buyout funds) and Other long-term holdings of securities. 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 and Other long-term holdings of securities 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. At the end of the financial year, there was no need to adjust the fund managers' valuations to a significant extent. Accounting and removal from the balance sheet

Purchases and sales of financial assets are reported on the business day, the date on which the Group commits to buy or sell the asset. Financial assets are removed from the balance sheet when the right to receive cash flows from the instrument has expired or has been transferred and the Group has transferred virtually all risks and benefits associated with ownership.

Valuation

Financial assets are initially measured at fair value plus, in cases where the asset is not recognized at fair value through the income statement, transaction costs directly attributable to the purchase. Transaction costs attributable to financial assets recognized at fair value through profit or loss are expensed directly in the income statement. Financial assets with embedded derivatives are regarded as a unit when an assessment is to be made if the cash flows from the asset consist solely of principal amounts and interest.

Investments in debt instruments

Subsequent valuation of investments in debt instruments depends on the Group's business model for managing the asset and what kind of cash flows the asset gives rise to. The Group classifies its investments in debt instruments in two valuation categories: Amortized cost: Assets held for the purpose of collecting contractual cash flows and where these cash flows consist solely of capital amounts and interest, are reported at amortized

cost. Interest income from such financial assets is reported as financial income by applying the effective interest method. Gains and losses arising from derecognition from the balance sheet are recognized directly in profit or loss within other gains and losses together with the exchange rate result. Impairment losses are reported on a separate line in the income statement.

Fair value through the income statement: Assets that do not meet the requirements for being recognized at amortized cost or fair value through other comprehensive income are measured at fair value through profit or loss. A gain or loss on a debt instrument that is reported at fair value through the income statement and which is not included in a hedging relationship is reported net in the income statement in the period when the gain or loss arises.

Financial liabilities valued at amortized cost

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 is the Swedish krona. The functional currency in the Danish subsidiary is Danish krona and in the Norwegian subsidiary it is Norwegian krona. Excess liquidity in the subsidiaries is usually placed in Swedish interest-bearing securities or held on interestbearing bank accounts.

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 an 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

The Group has not had any leasing agreements during the financial year or the previous financial year.

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. Public holdings held by underlying funds are valued based on the holdings' share price at closing. At the end of the financial year, there was no need to adjust the fund managers' valuations to a significant extent.

Alternative performance measures

The definitions for Alternative performance measure such as equity ratio, net asset value, net cash/net debt and gross IRR performance measures are provided on page 18. These alternative performance measures are essential for the understanding and evaluation of NAXS's business.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.

Note 2 Important estimates and assessments

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. 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.

Note 3 Risk exposure and risk management

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

NAXS may without limitation, except as set forth below, invest in private equity funds, which have one or more of the Nordic countries (Denmark, Finland, Norway and Sweden) as their investment focus.

NAXS may without limitation, except as set forth below, invest alongside private equity funds and other alternative assets fund.

Up to forty percent of NAXS's net asset value may be invested in any securities or assets in any jurisdiction.

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' ability and success to generate returns, which in turn is partly due to how skillful the fund managers and their portfolio companies' management teams are in implementing value-enhancing improvements in the portfolio companies. Furthermore, the returns largely depend on the valuation of portfolio companies at the time of the investment and divestment, respectively.

Private equity buyout funds generally use leverage to finance their investments. In a situation where a portfolio 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 underlying funds' and NAXS's 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. The Covid 19 pandemic is an additional risk that arose in 2020 and which may adversely affect the company's investments.

Below is a description of financial 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 ten private equity funds and one special situations fund. Moreover, the returns depend on the valuation of the portfolio companies at investment and divestment.

In addition to private equity fund investments, NAXS owned listed shares at year-end in; Scout Gaming Group (publ), Awilco Drilling Plc, and in Keurig Dr Pepper. In addition, NAXS

Note 3 (continued)

owned a senior covered bond issued by the Norwegian company Jackel AS, a wholly owned subsidiary of Master Marine AS, active in offshore accommodations. The bond is unlisted but traded unofficially.

At the end of 2020, NAXS allocated SEK 557 (578) million, which corresponds to 82 (81) percent of NAXS's equity. The capital is invested in ten different buyout funds and a special situation fund, as well as in other investments in the form of listed shares and in an unlisted bond.

The total exposure in private equity fund investments and other investments is shown below:

Total investments in private equity funds in thousands	2020-12-31	2019-12-31
Investments in private equity funds	428 651	439 638
Other long-term holdings of securities	31 695	40 824

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

Amounts in KSEK	2020	2019
Investments in private equity funds	+/- 42 865	+/-43 964
Other long-term holdings of securities	+/- 3 170	+/-4 082

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's 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.

Currency exchange rate risks

NAXS's 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 currency translated to SEK

Amounts in KSEK	2020	2019
EUR	226 311	227 836
NOK	9 201	1 234
USD	22 134	51 544
	257 646	280 614

Note 3 (continued)

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

Amounts in KSEK	2020	2019
EUR	+/-22 631	+/-22 784
NOK	+/-920	+/-123
USD	+/-2 213	+/-5154

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 130 percent of equity. NAXS may without limitation, except as set forth below, invest in private equity funds, which have one or more of the Nordic countries (Denmark, Finland, Norway and Sweden) as their investment focus. NAXS may without limitation, except as set forth below, invest alongside private equity funds and other alternative assets funds.

Up to forty percent of NAXS's net asset value may be invested in any securities or assets in any jurisdiction. The total commitments at the end of 2020 amounted to xx (81) percent of the equity. The remaining fund commitment at the year-end amounts to KSEK xx (97).

Equity-related risks

While it is expected that large shareholders and senior executives who hold shares in the Company consider their holdings as a long-term placements, there is a risk that senior executives and/or current large shareholders divest part or the totality of their stakes in the Company, which could negatively impact the Company's share price. At the end of 2020, the holding of NAXS's largest shareholder represented more than 50% of the shares in the Company. As a result, and if such holding does not change, the largest shareholders will have a controlling vote at the Annual General Meeting.

Note 4 Changes in value

	Group
TSEK	2020	2019
Changes in value of private equity fund investments
Realized profits	-6 549	30 195
Value change on fund holdings Unrealized exchange rate	47 898	35 351
fluctuations	1 995	4 686
	43 344	70 232
Of which changes in value determined through valuation
techniques Of which changes in value caused	47 898	35 351
by exchange rate changes	1 995	4 686
Changes in value in other long term holdings of securities
Dividends	11	-
Interest income	2 709	2 834
Realized value changes	5 394	-
Unrealized value changes	-18 801	-20 363
	-10 687	-17 529
Of which changes in value determined on an active market	-18 801	-20 363
Total reported changes in value	32 657	52 703

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 5 Other external expenses

	Group		Parent Company
TSEK	2020	2019	2020	2019
Remuneration to the investment advisor	6 239	6 460	-	-
Carried interest to the investment advisor	2 316	3 061	-	-
Other consulting fees	2 416	2 328	2 166	2 166
Other expenses	1 057	815	1 017	688
Total	12 028	12 664	3 183	2 854

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

	Group		Parent Company
TSEK	2020	2019	2020	2019
Ernst & Young AB
Auditing	603	505	474	375
Auditing in addition to the audit assignment	-	-	-	-
Tax Advice	132	-	132	-
Other Services	-	-	-	-
Total remuneration to auditors	735	505	606	375

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 6 Employees and personnel expenses

	Group		Parent Company
KSEK	2020		2019
Average number of employees	Men	Women	Men	Women
Sweden
Parent Company	1	-	1	-
Denmark	-	-	-	-
Norway	-	-	-	-
Total	1	-	1	-
	2020		2019

		Variable		Variable
Salaries and remuneration to the Board	Board	remune	Board and	remune
and CEO	and CEO	ration	CEO	ration
Sweden
Parent Company	1 304	-	1 324	-
Denmark	173		170	-
Norway	-	-	-	-
Total	1 477	-	1 494	-

Salaries, remuneration and social security costs

	Group		Parent Company
KSEK	2020	2019	2020	2019
Salaries and other remuneration	1 477	1 494	1 304	1 324
Contractual pensions for the Board and CEO	-	-	-	-
Contractual pensions to others	-	-	-	-
Other social security costs	53	70	53	70
Total	1 530	1 564	1 357	1 394

			Group Parent Company
Proportion of men	2020	2019	2020	2019
Board of Directors	86%	86%	75%	75%
Group Management	100%	100%	100%	100%
			Parent Company
			2020	2019
			Base	Base
			salary/	salary/
			board	board
Remuneration and other benefits during			remu	remu
the year			meration	meration
John D. Chapman			259	259
Antony Gardner-Hillman			165	165
Damhnait Ni Chinneide			165	165
Andrew Wignall			165	165
Lennart Svantesson			550	550
Other senior executives (0 people)			-	-
Total			1 304	1 304

The aggregate remuneration for the directors for the period until the AGM in 2021 amounted to KSEK 1,304 including KSEK 259 for the Chairman. The aggregate remuneration for the directors for the period until the AGM in 2020 amounted to KSEK 1,304 including KSEK 259 for the Chairman. The Group also includes KSEK 175 in directors' fees for the Chairman and one director of the Danish subsidiary, who is not member 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 his fixed annual salary. The variable compensation amounted to KSEK - (18). The agreement was valid for the period 8 years from termination of employment and expired in 2019-06-30.

Note 7 Interest income and similar items

Parent Company
2020	2019
184	232
0	-
0	398
184	630

Note 8 Financial expenses

	Group		Parent Company
KSEK	2020	2019	2020	2019
Interest expenses *	-379	-817	0	-490
Net exchange-rate changes	0	-609	-911	-
Total	-379	-1 426	-911	-490

*Negative interest on bank deposits.

Note 9 Participation in Group companies

	Parent Company
KSEK	2020-12-31	2019-12-31
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

	Number	% of share capital and	Book value
Group companies, Corp. Reg. No., registered office	of shares	voting rights	2019-12-31
NAXS Nordic Access Buyout AS, 990 796 114,
Oslo	100	100	8 172
NAXS A/S, 34801525, Copenhagen	501 000	100	473 530
NAXS Nordic Access Buyout AB, 556735-9947,
Stockholm		1 000	100
Total			481 802

	Group
KSEK	2020-12-31	2019-12-31
Unlisted holdings measured at fair
value	428 651	439 638
Total	428 651	439 638
Private equity funds
Opening balance	439 638	406 861
Investments	35 637	51 473
Distributions	-75 395	-92 504
Reported profit through profit and loss	43 344	70 232
Exchange rate differences	-14 573	3 576
Reported valuation at year end	428 651	439 638

Note 10 Private equity fund investments

Private equity fund investments are valued at fair value according to the methods described above. Under this method, private equity fund investments are valued 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.

For currency allocation in the fund investments, see Note 3.

The table below summarizes NAXS's private equity fund commitments:

			Initial
	Commitment	Commitment	Commitment Amount
Fund	Year	Currency	(in 000s)
Apax Europe VII LP	2007	EUR	15 000
Equip Capital Fund I LP	2020	NOK	20 000
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
JAB Consumer fund - GCB II	2018	EUR	5 000
JAB Consumer Fund – GCB III	2019	EUR	5 000
Mimir Invest AB	2017	SEK	50 000
Nordic Capital Fund VII LP	2008	EUR	20 000
Nordic Capital CV1	2018	EUR	14 654
Nordic Capital Fund X	2020	EUR	2 000
Valedo Partners Fund II AB	2011	SEK	65 000

At the end of 2020, NAXS's total exposure to private equity fund investments amounted to MSEK 557, of which private equity fund investments amounted to MSEK 429 and remaining commitments to MSEK 128.

Annual Report 2020 Page 51 of 58

Via the fund holdings, NAXS has an exposure to 47 companies, where the 10 largest portfolio companies account for approximately 50% of the NAX's net asset value, and no single portfolio company account for more than 10% of NAX's net asset value.

Note 11 Other long-term holdings of securities

	Group
KSEK	2020-12-31	2019-12-31
Listed holdings measured at fair value Unlisted holdings measured at fair	26 663	18 463
value	5 032	22 361
Total	31 695	40 824

Other long-term holdings of

securities
Opening balance	40 824	56 784
Investments	17 561	3 285
Repayments	-14 942	-
Realized value changes	8 114	-
Unrealized changes in value	-18 801	-20 363
Exchange rate differences	-1 061	1 118
Reported value at year end	31 695	40 824

See description of other financial investments in Note 22.

The table below describes NAXS 'holdings of other financial investments.

Company	Sector	Country	Reported value
Awilco Drilling	Energy (offshore drilling operator)	Norway	MSEK 3.7
Keurig Dr Pepper	Consumer goods & services	US	MSEK 17.2
Jacktel/Master Marine	Energy (offshore accommodation provider)	Norway	MSEK 5.0
Scout Gaming Group	iGaming (fantasy sports solution provider)	Sweden	MSEK 5.8

Note 12 Receivables from Group companies

		Parent Company
KSEK	2020-12-31	2019-12-31
Opening balance	26 726	26 328
Change during the year	-910	398
Reported value at year end	25 816	26 726

Not 13 Taxes

	Group		Parent Company
KSEK	2020	2019	2020	2019
Current tax
Tax expenses for the year	-	-	-	-
	-	-	-	-
Deferred tax
Deferred tax on revaluation of the
carrying amount of deferred tax
assets	-	-	-	-
Total reported tax	-	-	-	-

	Group		Parent Company
	Tax-rate		Tax-rate
Reconciliation of actual tax	%	2020	%	2020
Profit before tax		24 117		-5 269
Tax according to applicable tax rate	21,4%	-5 246	21,4%	1 127
Effect of other tax rates for foreign
subsidiaries	0,5%	-109	0,0%	-
Tax effect of non-taxable income	-88,1%	21 343	0,0%	-
Tax effect of non-deductible expenses	61,2%	-14 756	0,0%	-1
Loss that cannot be utilized	5,1%	-1 232	-21,4%	-1 126
Reported tax	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.

	Group		Parent Company
	Tax-rate		Tax-rate
Reconciliation of actual tax	%	2019	%	2019
Profit before tax		37 130		-4 108
Tax according to applicable tax rate	21,4%	-8 111	21,4%	879
Effect of other tax rates for foreign
subsidiaries	0,2%	-83	0,0%	-
Tax effect of non-taxable income	-66,8%	24 955	0,0%	-
Tax effect of non-deductible expenses	13,5%	-5 027	0,0%	-1
Loss that cannot be utilized	31,6%	-11 734	-21,4%	-878
Reported tax	0%	0	0%	0

Unrecognized deferred tax assets

	2020-12-31	2019-12-31	2020-12-31	2019-12-31
Attributable to tax losses	9 250	8 572	5 616	4 532
	9 250	8 572	5 616	4 532

The tax losses are attributable to the Swedish and Norwegian operations which are not expected to be utilized in the future. The deficits have no time limit.

Note 14 Other current receivables

	Group		Parent Company
KSEK	2020-12-31	2019-12-31	2020-12-31	2019-12-31
Receivables on funds	-	-	-	-
Other current receivables	191	123	191	123
Total	191	123	191	123

Note 15 Prepaid expenses and accrued income

	Group		Parent Company
KSEK	2020-12-31	2019-12-31	2020-12-31	2019-12-31
Prepaid insurances	19	18	19	18
Other prepaid expenses	46	25	46	26
Total	65	43	65	44

Note 16 Equity

Group

Share capital in the Parent Company.

The share capital amounted as of December 31, 2020 to SEK 750,000 divided into 11,152,585 shares. Each share has one vote. The quota is SEK 0,067 per share.

The number of outstanding shares in the Company at the beginning and at the end of the year was 11,152,585.

In March, the company made a share cancellation of 757,476 repurchased shares. Prior to the cancellation of the repurchased shares, the total number of shares and voting rights in NAXS was 11,910,061. The number of shares and voting rights decreased by 757,476 through the share cancellation. Following completion of the share cancellation, the total number of shares and voting rights in NAXS is 11,152,585.

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's 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 for the fiscal year 2020, see the proposal for appropriation of earnings in note 23. In addition, the Board of Directors proposes to the Annual General Meeting to vote on a continued share repurchase mandate.

Note 16 (continued)

Earnings per share

	Group
	2020	2019
Net profit attributable to equity holders in the parent company Weighted average number of shares outstanding during the year,	24 118	37 130
thousands	11 153	11 446
Profit per share (basic and diluted), SEK	2,16	3,24
Capital management NAXS is financed with equity.

Note 17 Accrued expenses and prepaid revenues

	Group		Parent Company
KSEK	2020-12-31	2019-12-31	2020-12-31	2019-12-31
Accrued Board fee	508	380	424	290
Accrued social security contributions	5	10	5	10
Other accrued expenses	233	184	223	169
Total	746	574	652	469

Other accrued expenses pertain primarily to accrued overheads.

Note 18 Pledged assets and contingent liabilities

	Group		Parent Company
KSEK	2020-12-31	2019-12-31	2020-12-31	2019-12-31
Pledged assets	None	None	None	None
Contingent liabilities	None	None	None	None

The Group has made investment commitments, see Note 23.

Note 19 Notes to cash flow statement

	Group		Parent Company
KSEK	2020-12-31	2019-12-31	2020-12-31	2019-12-31
Adjustment for non-cash items
Change in value	-31 093	-19 674	-	-
Unrealized exchange-rate differences	-5 387	605	910	-398
Total	-36 480	-19 069	910	-398

		Group		Parent Company
	2020-12-31	2019-12-31	2020-12-31	2019-12-31
Interest received	25	82	184	232
Interest paid	379	817	0	490

Note 20 Transactions with related parties

In addition to the remuneration of directors and board as described in Note 5 has as previous year no transactions with related parties occurred during the fiscal year. Other related parties are QVT Financial LP which holds 68.2 (68.2) % of the capital. Of the dividend decided by the Annual General Meeting, QVT Financial LP received KSEK 22,822 (19,334) in dividend.

Note 21 Cash and cash equivalents

	Group		Parent Company
KSEK	2020-12-31	2019-12-31	2020-12-31	2019-12-31
Cash and cash equivalents in cash flow statements Short-term investments equivalent to
cash		-		-
Cash on hand and balances with
banks	219 127	229 748	68 635	106 416
Total	219 127	229 748	68 635	106 416
Reconciliation with balance sheet
	Group		Parent Company

KSEK	2020-12-31	2019-12-31	2020-12-31	2019-12-31
Cash and cash equivalents	219 127	229 748	68 635	106 416
Total	219 127	229 748	68 635	106 416

Not 22 Finansiella tillgångar och skulder

TSEK	Koncernen 2020
		Fair value through the		Total
	Amortized	income	Amortized	carrying	Fair
Category	cost	statement	cost	amount	value
Valuation
Private equity fund investments Other long-term holdings of		428 651		428 651	428 651
securities		31 695		31 695	31 695
Cash and cash equivalents	219 127			219 127	219 127
Total financial assets	219 127	460 346		679 473	679 473
Accounts payable			71	71	71
Total financial liabilities			71	71	71

TSEK	Koncernen 2019
		Fair value through the		Total
	Amortized	income	Amortized	carrying	Fair
Category	cost	statement	cost	amount	value
Valuation
Private equity fund investments Other long-term holdings of		439 638		439 638	439 638
securities		40 824		40 824	40 824
Cash and cash equivalents	229 748			229 748	229 748
Total financial assets	229 748	480 462		710 210	710 210
Accounts payable			58	58	58
Total financial liabilities			58	58	58

Note 22 (continued)

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 of December 31, 2020, the Group held the following financial assets and liabilities measure at fair value:

Assets	Level 1	Level 2	Level 3	Total
Financial assets at fair value
through profit or loss
Private equity fund investments	-	-	428 651	428 651
Other long-term holdings of
securities	31 695	-	-	31 695
	31 695	-	428 651	460 346

As of December 31, 2019, the Group held the following financial assets and liabilities measure at fair value:

Assets	Level 1	Level 2	Level 3	Total
Financial assets at fair value
through profit or loss
Private equity fund investments	-	-	439 638	439 638
Other long-term holdings of
securities	40 824	-	-	40 824
	40 824	-	439 638	480 462

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's 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's results.

Because of the Company's diversified private equity fund portfolio (different geographical

Note 22 (continued)

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 47 (44) at year-end) 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 3 presents a sensitivity analysis of the Company's foreign exchange risk.

The following table shows the changes of instruments at level 3 in 2020.

	Funds valued at fair value	Total
Opening balance	439 638	439 638
Investments	35 637	36 637
Distributions	-75 395	-75 395
Gains and losses recognized in profit or loss	43 344	43 344
Exchange rate differences	-14 573	-14 573
Closing balance	428 651	428 651

The following table shows the changes of instruments at level 3 in 2019.

	Funds valued at fair value	Total
Opening balance	406 861	406 861
Investments	51 473	51 473
Distributions	-92 504	-92 504
Gains and losses recognized in profit or loss	70 232	70 232
Exchange rate differences	3 576	3 576
Closing balance	439 638	439 638

Note 23 Proposal for appropriation of earnings

At the disposal of the Annual General Meeting are the following amounts in SEK:

Share premium reserve	577 705 947
Retained earnings	2 485 583
Net profit for the year	-5 267 766
Total	574 923 764

The Board of Directors and the CEO proposes that available earnings to be appropriated as follows:

Total	574 923 764
To be carried forward	541 466 009
Dividend, 3,00 per share	33 457 755

In addition, the Board of Directors proposes to the Annual General Meeting to vote on a continued share repurchase mandate to repurchase own 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.

Note 24 Events after the year-end

No significant events have occurred after the end of the fiscal year.

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 28, 2021 NAXS AB (publ), Corp. Reg. No. 556712-2972

Chairman Director Director

John D. Chapman Antony Gardner-Hillman Damhnait Ni Chinneide

Andrew Wignall Lennart Svantesson

Director Chief Executive Officer

Our Auditor's Report was submitted on February 5, 2021 Ernst & Young AB

Jesper Nilsson Authorized/Approved Public Accountant

Auditor's report

To the general meeting of the shareholders of Naxs AB (publ), corporate identity number 556712-2972

Report on the annual accounts and consolidated accounts

Opinions

We have audited the annual accounts and consolidated accounts of Naxs AB (publ), except for the corporate governance statement on pages 21-28 for the year 2020. The annual accounts and consolidated accounts of the company are included on pages 4-20 and 29-59 in this document.

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 2020 and its financial performance and cash flow 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 2020 and their financial performance and cash flow for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and the Annual Accounts Act. Our opinions do not cover the corporate governance statement on pages 21-28. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.

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

Basis for Opinions

We conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.

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

Key Audit Matters

Key audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters.

Fund units and other financial assets valued at fair value

The company's valuation of fund units at fair value level 3 has been considered a Key Audit Matter since the amounts involved are material for the financial reporting as a whole and that the valuation is associated with judgements. Financial instruments at fair value, shall in accordance with applicable accounting rules be classified in a fair value hierarchy (level 1, 2 and 3). Level 3 consists of assets for which directly or indirectly observable prices are missing. The company's fund units are reported in level 3. The fund units at fair value in level 3 in the balance sheet amounts to 429 million sek of the total assets of 680 million sek.

The accounting policies are presented in footnote 1 "företagsinformation", estimates and assessments are specified in footnote 2, and footnote 10 "Fondandelar" contains information regarding revaluations. In footnote 22 "Financial assets and liabilities" principles for fair value and classification of levels as well as principles regarding this are presented.

For fund units in level 3 fair values are determined by using external fund managers' reporting. If the company believes that the fund manager's valuation does not sufficiently take into account factors that affect the value of the underlying holdings, or if the valuation is considered to deviate significantly from the fair value, an adjustment of the value is done as described in the accounting principles.

In our audit we evaluated NAXS's processes for valuation of fund units. We have also reconciled booked values with the fund administrator's valuation and any adjustments made by the company. We have also examined whether the information disclosed in the financial statements concerning fund units is appropriate.

Other Information than the annual accounts and consolidated accounts

This document also contains other information than the annual accounts and consolidated accounts and is found on pages 1-6. The Board of Directors and the Managing Director are responsible for this other information.

Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information.

In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated.

If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and the Managing Director

The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated accounts, in accordance with IFRS as adopted by the EU. The Board of Directors and the Managing Director are also responsible for such internal control as they 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.

In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsible for the assessment of the company's and the group's ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intends to liquidate the company, to cease operations, or has no realistic alternative but to do so.

Auditor's responsibility

Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of the company's internal control relevant to our audit in order to design audit procedures that are

Appendix 1 Auditor's report for a public limited liability parent company preparing its consolidated accounts in accordance with International Financial Reporting Standards as adopted by the EU and the Annual Accounts Act, Corporate Governance Statement review according to law

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors and the Managing Director.
• Conclude on the appropriateness of the Board of Directors' and the Managing Director's use of the going concern basis of accounting in preparing the annual accounts and consolidated accounts. We also draw a conclusion, based on the audit evidence obtained, as to whether any material uncertainty exists related to events or conditions that may cast significant doubt on the company's and the group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the annual accounts and consolidated accounts or, if such disclosures are inadequate, to modify our opinion about the annual accounts and consolidated accounts. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause a company and a group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the annual accounts and consolidated accounts, including the disclosures, and whether the annual accounts and consolidated accounts represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated accounts. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our opinions.

We must inform the Board of Directors of, among other matters, the planned scope and timing of the audit. We must also inform of significant audit findings during our audit, including any significant deficiencies in internal control that we identified.

We must also provide the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the annual accounts and consolidated accounts, including the most important assessed risks for material misstatement, and are therefore the key audit matters. We describe these matters in the auditor's report unless law or regulation precludes disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in the auditor's report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

Opinions

In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Directors and the Managing Director of Naxs AB (publ) for the year 2020 and the proposed appropriations of the company's profit or loss.

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

Basis for Opinions

We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.

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

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. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company's and the group's type of operations, size and risks place on the size of the parent company's and the group's equity, consolidation requirements, liquidity and position in general.

The Board of Directors is responsible for the company's organization and the administration of the company's affairs. This includes among other things continuous assessment of the company's and the group's financial situation and ensuring that the company's organization is designed so that the accounting, management of assets and the company's financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors' guidelines and instructions and among other matters take measures that are necessary to fulfill the company's accounting in accordance with law and handle the management of assets in a reassuring manner.

Auditor's responsibility

Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect:

• has undertaken any action or been guilty of any omission which can give rise to liability to the company, or
• in any other way has acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.

Our objective concerning the audit of the proposed appropriations of the company's profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company's profit or loss are not in accordance with the Companies Act.

As part of an audit in accordance with generally accepted auditing standards in Sweden, we exercise professional judgment and maintain professional scepticism throughout the audit. The examination of the administration and the proposed appropriations of the company's profit or loss is based primarily on the audit of the accounts. Additional audit procedures performed are based on our professional judgment with starting point in risk and materiality. This means that we focus the examination on such actions, areas and relationships that are material for the operations and where deviations and violations would have particular importance for the company's situation. We examine and test decisions undertaken, support for decisions, actions taken and other circumstances that are relevant to our opinion concerning discharge from liability. 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.

The auditor's examination of the corporate governance statement

The Board of Directors is responsible for that the corporate governance statement on pages 21-28 has been prepared in accordance with the Annual Accounts Act.

Our examination of the corporate governance statement is conducted in accordance with FAR´s auditing standard RevU 16 The auditor´s examination of the corporate governance statement. This means that our 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 Appendix 1 Auditor's report for a public limited liability parent company preparing its consolidated accounts in accordance with International Financial Reporting Standards as adopted by the EU and the Annual Accounts Act, Corporate Governance Statement review according to law

standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions.

A corporate governance statement has been prepared. Disclosures in accordance with chapter 6 section 6 the second paragraph points 2-6 of the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the other parts of the annual accounts and consolidated accounts and are in accordance with the Annual Accounts Act.

Stockholm February 5th 2021

Ernst & Young AB

Jesper Nilsson Authorized Public Accountant