NAXS — Interim / Quarterly Report 2012

Oct 23, 2012

NAXS Nordic Access Buyout Fund AB (publ)

Interim report January–September 2012

Nine months 2012

• Net profit/loss for the period amounted to KSEK 38,2 (19,3).
• Earnings per share amounted to SEK 2,56 (1,29).
• Net asset value amounted to KSEK 593 (SEK 39.70 per share) at September 30, 2012, compared to KSEK 562 (SEK 37.51 per share) at year-end 2011.
• Net cash amounted to KSEK 129 (SEK 8.64 per share) at September 30, 2012, compared to KSEK 202 (SEK 13.48 per share) at year-end 2011.

Third quarter 2012

• Net profit/loss for the period amounted to KSEK 5,5 (9,8).
• Earnings per share amounted to SEK 0.36 (0.65).

Financial summary

	2012	2011	2012	2011
	1/1–9/30	1/1–9/30	7/1–9/30	7/1–9/30
Net profit/loss for the period, KSEK	38 228	19 283	5 455	9 774

	2012	2011
	9/30	12/31
Private equity fund investments, KSEK	461 248	359 840
Private equity fund investments in % of equity	78	64
Outstanding investment commitments, KSEK	219 193	301 642
Total exposure to private equity funds, KSEK	680 441	661 482
Net cash, KSEK	129 037	202 028
Private equity fund investments per share, SEK	30,87	24,01
Net cash per share, SEK	8,64	13,48
Net asset value per share, SEK	39,70	37,51
Share price, SEK	31,50	23,80

Operations

NAXS Nordic Access Buyout Fund AB (publ) ("NAXS" or the "Company") operates as a fund of funds with 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. The investment strategy is oriented towards a selective but diversified fund portfolio. Operations commenced on April 17, 2007, and the Company was listed on First North on May 14, 2007. Since June 8, 2010, the Company is listed on the NASDAQ OMX Stockholm.

NAXS is the Group's parent company and is headquartered in Stockholm. In addition to the parent company, the Group consists of an operational Norwegian subsidiary, NAXS Nordic Access Buyout AS, headquartered in Oslo ("NAXS AS"). The subsidiary operates as a holding company for the Group's fund investments.

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

Market review

The third quarter was characterized by continued uncertainty and volatility on the financial markets, the effects of which started to be felt more directly on private equity activity. Whereas the Nordic buyout market remains more resilient than other markets, it has experienced during the quarter more restrictive financing conditions and a somewhat slower pace of investment (such slow-down in investment activity was reflected to a certain extent in the lower number of new acquisitions that took place in NAXS' portfolio during the quarter).

Fund portfolio

As of September 30, 2012, NAXS had commitments to 8 underlying funds. At the end of the reporting period:

• Private equity fund investments amounted to KSEK461, which corresponds to 78 percent of the Company's total equity;
• Outstanding investment commitments amounted to KSEK 219, which can be used by the underlying funds for new investments;
• Total exposure to private equity fund investments amounted to KSEK 680, which corresponds to 115 percent of the Company's total equity.

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

Acquisitions and divestments

During the second quarter of 2012, NAXS underlying funds signed or closed a total of 2 new investments. In addition, a number of add-on investments were made.

Company	Sector	Geography	Fund
Espresso House	Coffee chain	Sweden	Herkules Private Equity III
Resurs Group	Consumer finance & insurance	Sweden	Nordic Capital Fund VII

During the quarter Apax Europe VII divested its remaining stake in telecommunication company Weather Investments, thereby fully exiting the investment initially made in 2008.

As of September 30, 2012, NAXS' underlying funds had acquired a total of 84 companies, 6 of which had been fully divested. The 6 exits have on average generated gross returns in excess of 25% per year.

No. of portfolio companies acquired per year

September 30, 2012

• Total exposure to private equity fund investments: 115 % of total equity
• Private equity fund investments: 78 % of total equity
• Number of full exits since inception: 6
• Average gross returns generated by the 6 full exits since inception: in excess of 25% per year

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

The table below summarizes NAXS' current commitments:

At the end of the period, NAXS' total exposure to private equity fund investments amounted to KSEK 680, of which private equity fund investments amounted to KSEK 461 and outstanding investment commitments to KSEK 219.

Underlying funds

Summary information regarding NAXS' underlying funds is provided below:

Apax Europe VII LP

• Fund size: MEUR 11,000
• Segment: large cap
• Geographic focus: primarily Europe
• Vintage: 2008
• Website: www.apax.com
• Description: Apax Europe VII is the seventh European fund raised by Apax Partners, one of the largest private equity organizations in the world, operating out of ten offices on three continents. Funds advised by Apax Partners invest in five sectors: tech & telecom, retail & consumer, media, healthcare and financial & business services.
• No. of portfolio companies at September 30, 2012: 26
• No. of fully divested portfolio companies at September 30, 2012: 3

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 September 30, 2012: 8

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 September 30, 2012: 10

Intera Fund I KY

• Fund size: MEUR 125
• Segment: small cap
• Geographic focus: Finland
• Vintage: 2007
• Website: www.interapartners.fi
• Description: Intera Fund I the first fund raised by Intera Partners, a Finnish private equity firm focusing on the small cap segment in Finland. Intera's management team has an established track record from Capman, IK Investment Partners, CVC and Altor Equity Partners.
• No. of portfolio companies at September 30, 2012: 6
• No. of fully divested portfolio companies at September 30, 2012: 1

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 September 30, 2012: 3

Nordic Capital Fund VII LP

• Fund size: MEUR 4,300
• Segment: mid and large cap
• Geographic focus: primarily the Nordic region
• Vintage: 2008
• Description: Nordic Capital Fund VII is the 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 September 30, 2012: 16

Valedo Partners Fund I AB

• Fund size: KSEK 1,000
• Segment: small cap
• Geographic focus: Sweden
• Vintage: 2007
• Website: www.valedopartners.com
• Description: Valedo Fund I the first fund raised by Valedo, a Swedish small cap manager with an industrial focus started in 2006 by a spin-off team from EQT, one of the largest private equity houses in the Nordic region. Valedo invests in small companies, where long-term value creation is primarily driven by growth.
• No. of portfolio companies at September 30 2012: 7
• No. of fully divested portfolio companies at September 30, 2012: 2

Valedo Partners Fund II AB

• Fund size: KSEK 2,000
• Segment: small cap
• Geographic focus: Sweden
• Vintage: 2011
• Website: www.valedopartners.com
• Description: Valedo Fund II is the second fund raised by Valedo (see Valedo Partners Fund I AB above)
• No. of portfolio companies at September 30, 2012: 3

Evolution of the investment level since inception

Cash & cash equivalents (% of total equity)

Private equity fund investments (% of total equity)

Group

Financial performance, Third quarter 2012

Operating profit/loss

The operating profit/loss amounted to KSEK 4,879 (8,926) for the interim period. The profit/loss includes a valuation adjustment of KSEK 7,107 (11,994). Operating expenses amounted to KSEK 2,228 (3,068).

Financial performance, nine month 2012

The operating profit/loss amounted to KSEK 36,154 (16,136) for the interim period. The profit/loss includes a valuation adjustment of KSEK 43,544 (23,917). Operating expenses amounted to KSEK 7,390 (7,781).

January 1–September 30, 2012

• Valuation adjustments to private equity fund investments: KSEK 43,544, whereof currency effects on private equity fund investments amount to KSEK -19,958.

Financial items

Financial items net totaled KSEK 2,290 (3,842) for the interim period. The interest income amounted to KSEK 2,409 (3,452). Exchange rate profit/loss amounted to KSEK -119 (390).

Tax and net profit/loss

The Group's profit/loss after financial items for the interim period amounted to KSEK 38,444 (19,978). Income taxes amounted to KSEK 216 (695). Net profit/loss after tax amounted to KSEK 38,228 (19,283). Earnings per share were SEK 2.56 (1.29).

Investments, financing and liquidity

Private Equity Fund Investments

During the interim period, KSEK 65,191 (57,321) was invested in private equity funds. As of September 30, 2012, private equity fund investments amounted to KSEK 461,248 (359,840). Private equity fund investments were adjusted with KSEK 43,544 (23,917) as a result of valuation adjustments to the fund portfolio.

September 30, 2012

• Private equity fund investments per share: SEK 30.87

Financing

The Group is financed with shareholders' equity. Shareholders' equity amounted to KSEK 593,130 (591,131) at the end of the interim period, corresponding to SEK 39,70 (39,42) per share and an equity/asset ratio of 100 (100) percent. During the interim period 48,494 shares were repurchased amounting to KSEK 1,275. In the second quarter a dividend amounting to KSEK 5,979 was paid to the shareholders, corresponding to SEK 0.40 per share.

September 30, 2012

• Equity per share: SEK 39.70

Net cash

At the end of the interim period, net cash amounted to KSEK 129,037 (215,673), which corresponds to SEK 8,64 (14,38) per share. During the period, cash and cash equivalents were invested in interestbearing instruments or held on interest-bearing bank accounts, in accordance with the Company's policy.

September 30, 2012

• Net cash per share: SEK 8.64

Significant risks and uncertainty factors

Significant risks and uncertainty factors are described in the Annual Report 2011.

There has been no significant change in relation to risk and uncertainty factors since the publication of the Annual Report, except for the risks related to the macroeconomic environment described herein under "Future Prospects" below.

NAXS follows closely the development of the macroeconomic environment and its effects on the valuation of the fund investments.

Future prospects

The challenging macroeconomic environment, coupled with a more restrictive approach to financing, can be expected to continue throughout the end of 2012, and beyond. Nevertheless, the Nordic buyout market should remain better insulated from such negative macroeconomic environment than broader European markets and attractive companies should continue to represent attractive targets for both industrial and financial buyers. Therefore, and in view of the maturity profile of a number of companies

held by NAXS' underlying funds, it can be reasonably expected that several companies in NAXS' portfolio will have taken decisive steps towards an exit within the next few quarters.

Parent company

The parent company has not had any sales during the interim period. The profit/loss after financial items amounted to KSEK 821 (2,641). Net interest income amounted to KSEK 4,105 (4,556). Exchange rate profit/loss amounted to KSEK -924 (805). Income tax amounted to KSEK 216 (695). The net profit/loss amounted to KSEK 605 (1,945).

Organization

The Company's CEO is Lennart Svantesson. The Board of Directors consists of Björn C. Andersson (chairman), Robin Ahlström, Frans Boch and Ramanan Raghavendran.

Nomination Committee

The Nomination Committee consists of Mattias Runesson, representing Tardus Intressenter AB, as chairman, Amaury de Poret, representing QVT Fund LP, and NAXS's Chairman Bjorn C Andersson as the convener. The Nomination Committee can be contacted via e-mail to mattias@mantle.se.

The share

The NAXS share was initially listed on First North on May 14, 2007. Since June 8, 2010, the share is traded on the NASDAQ OMX Stockholm. The share trades under the designation "NAXS". The number of outstanding shares in the Company at the beginning of the interim period was 14,988,546. During the interim period 48,494 shares were repurchased. Outstanding shares at the end of period were 14,940,052.

At the end of the period, the NAXS share price was SEK 31.50 and the total shareholders' equity per share was SEK 39.70. The Company's market capitalization was KSEK 471 and the number of shareholders was 486.

Evolution of the share price since January 1, 2012

Accounting principles

The Interim condensed consolidated financial statements have been established in accordance with the International Financial Reporting Standards (IFRS), as recognized by the EU. This report has been prepared in accordance with IAS 34 Interim Financial Reporting and the Swedish Annual Reporting legislation.

The accounting principles applied in this interim report are described in the Annual report 2011. The Parent Company follows the Swedish Annual Reporting legislation and the Swedish Financial

Reporting Board RFR 2 for legal entities, which provides that the IFRS principles shall apply. Certain comparative figures have been reclassified in order to conform to the presentation of the reports for the current period.

Financial information Contact persons

Year-end Report 2012: January 24, 2013 Lennart Svantesson, CEO

+46 73 311 00 11

lennart.svantesson@naxs.se

Gösta Lundgren, CFO

+46 70 710 47 88 gosta.lundgren@naxs.se

Ticker codes NAXS SS in Bloomberg NAXS.ST in Reuters

NAXS Nordic Access Buyout Fund AB discloses the information provided herein pursuant to the Swedish Securities Markets Act. The report was submitted for publication at 10.15 CET on October 23, 2012.

This interim report is an in-house translation of the original report in Swedish.

Stockholm, October 23, 2012

Björn C Andersson Robin Ahlström Frans Boch Chairman Director Director

Ramanan Raghavendran Lennart Svantesson Director Chief Executive Officer

This interim report and other information are available on www.naxs.se

NAXS Nordic Access Buyout Fund AB (publ), Corp. Reg. No. 556712-2972 Grev Turegatan 10, 114 46 Stockholm, Sweden. Tel: +46 8 611 33 25, E-mail: info@naxs.se

Auditor's Review Report THIS IS A TRANSLATION FROM THE SWEDISH ORIGINAL

Review report

NAXS Nordic Access Buyout Fund AB, org. nr 556712-2972

Introduction

We have reviewed the condensed interim report for NAXS Nordic Access Buyout Fund AB as at September 30, 2012 and for the nine months period then ended. The Board of Directors and the Managing Director are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Swedish Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.

Scope of review

We conducted our review in accordance with the Swedish Standard on Review Engagements, SÖG 2410 Review of Interim Reports Performed by the Independent Auditor of the Entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing, ISA, and other generally accepted auditing standards in Sweden. The procedures performed in a review do not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material aspects, in accordance with IAS 34 and the Swedish Annual Accounts Act regarding the Group, and in accordance with the Swedish Annual Accounts Act regarding the Parent Company.

Stockholm, October 23, 2012 Ernst & Young AB

Rickard Andersson Authorized Public Accountant

Consolidated Income Statement Amounts in SEK 000s

	2012	2011	2012	2011
	1/1-9/30	1/1-9/30	7/1-9/30	7/1-9/30
Change in value	43 544	23 917	7 107	11 994
Operating costs Note 1	-7 390	-7 781	-2 228	-3 068
Operating profit/loss	36 154	16 136	4 879	8 926
Net financial items	2 290	3 842	418	863
Profit/loss after financial items	38 444	19 978	5 298	9 789
Income taxes	-216	-695	157	-15
Net profit/loss for the period	38 228	19 283	5 455	9 774
Earnings per share, SEK*	2,56	1,29	0,36	0,65
Average number of shares, 000s*	14 955	14 999	14 944	14 997
* Basic and diluted

Consolidated Statement of Comprehensive Income Amounts in SEK 000s

	2012	2011	2012	2011
	1/1-9/30	1/1-9/30	4/1-6/30	7/1-9/30
Net profit/loss for the period	38 228	19 283	5 455	9 774
Total comprehensive income for the period	38 228	19 283	5 455	9 774

Consolidated Balance Sheet Amounts in SEK 000s

	2012	2011
	9/30	12/31
Assets
Private equity fund investments	461 248	359 840
Deferred tax asset	782	999
Total non-current assets	462 030	360 839
Other receivables	2 590	303
Cash and cash equivalents	129 037	202 028
Total current assets	131 627	202 331
Total assets	593 657	563 170
Equity	593 130	562 156
Current liabilities	527	1 014
Total equity and liabilities	593 657	563 170

Total net cash	129 037	202 028
Cash, bank and short-term investments	129 037	202 028
	9/30	12/31
Consolidated Net cash Amounts in SEK 000s	2012	2011

Consolidated Statement of Changes in Equity Amounts in SEK 000s

	2012	2011	2011
	1/1-9/30	1/1-31/12	1/1-9/30
Equity at the beginning or the period	562 156	571 977	571 977
Repurchase of own shares	-1 275	-281	-129
Dividend	-5 979	-	-
Total comprehensive income for the period	38 228	-9 539	19 283
Shareholder's equity at the end of the
period	593 130	562 156	591 131

Consolidated Statement of cash flows analysis Amounts in SEK 000s

	2012	2011
	1/1-9/30	1/1-9/30
Profit/loss after financial items	38 444	19 978
Adjustment for non-cash items, etc.	-36 098	-14 666
Income tax paid	-	-
Cash flow from operating activities before changes in working
capital	2 346	5 312
Cash flow changes in working capital	-2 772	-2 504
Cash flow from operating activities	-426	2 808
Acquisitions of private equity fund investments	-65 191	-57 321
Cash flow from investing activities	-65 191	-57 321
Repurchase of own shares	-1 275	-128
Dividend	-5 979	-
Cash flow from financing activities	-7 254	-128
Cash flow during the period	-72 871	-54 641
Cash and cash equivalents, beginning of period *	202 028	270 314
Exchange-rate differences in cash and cash equivalents	-118	-
Cash and cash equivalents at the end of the period	129 037	215 673

* Including short-term investments

Parent Company Income Statement Amounts in SEK 000s

	2012	2011	2012	2011
	1/1-9/30	1/1-9/30	7/1-9/30	7/1-9/30
Operating costs	-2 360	-2 821	-763	-1 242
Operating profit/loss	-2 360	-2 821	-763	-1 242
Net financial items	3 181	5 461	167	1 300
Profit /loss after financial items	821	2 641	-596	59
Income taxes	-216	-695	157	-15
Net profit /loss for the period	605	1 945	-439	43

Parent Company Statement of Comprehensive Income Amounts in SEK 000s

	2012	2011	2012	2011
	1/1-9/30	1/1-9/30	7/1-9/30	7/1-9/30
Net profit/loss for the period	605	1 945	-439	43
Total comprehensive income for the
period	605	1 945	-439	43

Parent Company Balance Sheet Amounts in SEK 000s

	2012	2011
	9/30	12/31
Assets
Shares in subsidiaries	346 013	346 013
Receivables on group companies	83 079	21 398
Deferred tax asset	782	999
Total non-current assets	429 874	368 410
Other receivables	3 242	302
Cash and cash equivalents	127 386	198 719
Total current assets	130 628	199 021
Total assets	560 502	567 431
Equity	560 120	566 770
Current liabilities	382	661
Total equity and liabilities	560 502	567 431

Parent Company Statement of Changes in equity Amounts in SEK 000s

	2012	2011	2011
	1/1-6/30	1/1-31/12	1/1-9/30
Equity at the beginning of the period	566 770	595 133	595 133
Repurchase of own shares	-1 275	-281	-129
Dividend	-5 979	-	-
Total comprehensive income for the period	605	-28 082	1 945
Shareholder's equity at the end of the period	560 120	566 770	596 949

Note 1

Operating costs Amounts in SEK 000s

	2012	2011	2012	2011
	1/1-9/30	1/1-9/30	7/1-9/30	7/1-9/30
Fee to the investment advisor	-4 334	-4 347	-1 371	-1 498
Personnel expenses	-1 193	-1 281	-387	-481
Other operating costs	-1 863	-2 153	-470	-1 089
	-7 390	-7 781	-2 228	-3 068

No related party transactions occurred during the interim period except for remunerations to the board members and the managing director.

Definitions

Cash per share

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

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

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

Investment level Private equity fund investments in relation to net asset value.

Net asset value

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

Net debt/Net cash

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

Outstanding fund commitments Remaining commitment to private equity funds.

Private equity fund investments

Fair value of investments in private equity funds.

Total assets

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

Total exposure to private equity fund investments Fair value of investments in private equity funds and outstanding investment commitments.