NAXS — Interim / Quarterly Report 2015

Jan 29, 2016

NAXS Nordic Access Buyout Fund AB (publ) Year-end Report 2015

January-December 2015

• Net profit for the year amounted to MSEK 64.2 (128.0).
• Earnings per share amounted to SEK 4.32 (8.60).
• Net asset value amounted to MSEK 785 (SEK 52.78 per share) at December 31, 2015, compared to MSEK 751 (SEK 50.53 per share) at year-end 2014.
• Net cash amounted to MSEK 351 (SEK 23.60 per share) at December 31, 2015, compared to MSEK 167 (SEK 11.26 per share) at year-end 2014.
• A dividend of SEK 2.30 per share was paid for the fiscal year 2014.

Fourth quarter 2015

• Net profit/loss for the quarter amounted to MSEK -25.0 (23.6).
• Earnings per share amounted to SEK -1.68 (1.59).

Distribution of profits

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

Comments by the CEO

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

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

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

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

Financial summary

	2015	2014	2015	2014
	1/1–12/31	1/1–12/31	10/1-12/31	10/1–12/31
Net profit/loss for the period, KSEK	64 178	127 990	-25 005	23 622

	2015 12/31	2014 12/31
Private equity fund investments, KSEK	434 246	587 105
Private equity fund investments in % of equity	55	78
Remaining commitments, KSEK	104 748	137 019
Total exposure to private equity fund investments, KSEK	538 994	724 124
Net cash, KSEK	350 970	167 447
Private equity fund investments per share, SEK	29.20	39.48
Net cash per share, SEK	23.60	11.26
Net asset value per share, SEK	52.78	50.53
Share price, SEK	54.00	49.90

Operations

NAXS Nordic Access Buyout Fund AB (publ) ("NAXS" or the "Company") is an investment company listed on the NASDAQ OMX Stockholm exchange and focusing on investments in Nordic buyout funds.

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

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

Market review

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

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

Fund portfolio

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

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

Year-End Report 2015 Page 4 of 19

Private equity fund investments and total exposure to private equity fund investments (in % of equity)

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

The net asset value (NAV) per share decreased by 2.4% during the fourth quarter, but increased by 9% (including the dividend paid) during 2015 as whole.

NAV per share in SEK

Acquisitions and liquidity events

Acquisitions

The fourth quarter saw 1 new acquisition, with Valedo announcing its investment in Norva 24, a group offering sludge suction and related services.

Portfolio Company	Sector	Country	Fund
Norva 24	Building & construction	Norway	Valedo II

In addition, several add-on acquisitions were completed during the quarter.

The Norva 24 transaction brings the total number of acquisitions made in 2015 to 4, as summarized below (by fund and in alphabetical order):

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

Liquidity events

3 full exits were signed or closed during the quarter:

• Apax Europe VIII signed an agreement for the divestment of Rhiag, an automobile parts distributor, which the fund had acquired in 2013;
• FSN Capital III sold its remaining holding in Troax, which has been listed earlier in 2015, thereby fully exiting the company;

Intera II divested Orthex, a manufacturer of plastic household products acquired in 2009;

		Year of initial
Portfolio Company	Sector	investment	Fund
Rhiag	Industry	2013	Apax Europe VII
Troax	Industry	2013	FSN III
Orthex	Consumer goods & services	2009	Intera II

A number of partial exits also took place during the quarter:

• Apax Europe VII and Nordic Capital VII each divested additional holdings in a company they had listed earlier in the year;
• FSN Capital III made a partial exit in a portfolio company acquired in 2012; and
• Intera I listed Consti, a building renovation services company acquired by the fund in 2008, on NASDAQ Helsinki, while 2 portfolio companies of Intera II were refinanced;

A total of 9 full exits took place during 2015, as summarized below (by fund and in alphabetical order):

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

In addition, 4 partial exits through an initial public offering occurred during the year:

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

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

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

• 109 portfolio companies acquired since inception;
• 37 companies fully exited;
• Average holding period of the remaining 72 portfolio companies is approx. 4.25 years.

	2007	2008	2009	2010	2011	2012	2013	2014	2015	Total
No of new portfolio companies	12	16	12	18	17	15	8	7	4	109
No of exits during the year				4		4	11	9	9	37
No of companies acquired in the year that are now fully exited	7	9	6	6	4	3	2			37

September 30, 2015

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

Portfolio composition/diversification

As of September 30, 2015, NAXS provided the following exposure to the private equity buyout sector:

8 funds from 6 managers:

Fund	Commitment Year	Commitment Currency	Initial Commitment Amount (in 000s)
Apax Europe VII LP	2007	EUR	15,000
FSN Capital III LP	2008	EUR	10,000
Herkules Private Equity Fund III LP	2008	NOK	40,000
Intera Fund I KY	2007	EUR	7,000
Intera Fund II KY	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

3 different fund vintages and a diversification in terms of size segments, with small cap being the largest, as illustrated below (based on current commitments):

72 portfolio companies (remaining after 37 exits) acquired over a period of approx. 8 years, with the 10 largest holdings accounting for less than 27% of the total equity and no single portfolio company accounting for more than 8% of the total equity.

a diversification per geography and sector as illustrated below (based on the fair value of the current portfolio companies):

Underlying funds

Summary information regarding NAXS' underlying funds is provided below:

Fund	Fund size	Segment	Vintage	Geographic focus	# of portfolio companies	# of exited portfolio companies
Valedo I	MSEK 1,000	small cap	2007	Sweden	4	5
Intera I	MEUR 125	small cap	2007	Finland	4	3
Apax VII	MEUR 11,000	large cap	2008	Europe/Global	19	16
FSN III	MEUR 375	mid cap	2008	Norway/Nordic	5	5
Herkules III	MNOK 6,000	mid cap	2008	Norway/Nordic	7	4
Nordic Capital VII	MEUR 4,300	mid/large cap	2008	Primarily Nordic	16	2
Intera II	MEUR 200	small cap	2011	Finland	10	1
Valedo II	MSEK 2,000	small cap	2011	Sweden	7	1

Group

Financial performance, Fourth quarter 2015

Operating profit/loss

The operating profit/loss amounted to KSEK -25,029 (23,430) for the quarter. The operating profit/loss includes a change in value of KSEK -21,677 (28,998). Operating expenses amounted to KSEK 3,352 (5,569). The decrease in operating expenses is mainly due to the profit sharing with the investment advisor in the comparative quarter.

Financial performance, January-December 2015

Operating profit/loss

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

January 1–December 31, 2015

Changes in value of private equity fund investments: KSEK 76,498, whereof currency effects on private equity fund investments KSEK -17,556.

Financial items

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

Tax and net profit

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

Investments, financing and liquidity

Private Equity Fund Investments

During the year, net repayments from private equity funds amounted to KSEK 28,382 (23,157). Adjustment for non-cash items amounted to KSEK 128 105. It consists mainly of reversed value changes on exited portfolio companies. As of December 31, 2015, private equity fund investments amounted to KSEK 434,246 (587,105).

December 31, 2015

Private equity fund investments per share: SEK 29.20

Financing

The Group is financed with shareholders' equity. Shareholders' equity amounted to KSEK 784,768 (751,319) at the end of the year, corresponding to SEK 52.78 (50.53) per share and an equity/asset ratio of 100 (100) percent.

December 31, 2015 Equity per share: SEK 52.78

Net cash

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

December 31, 2015

Net cash per share: SEK 23.60

Significant risks and uncertainty factors

Significant risks and uncertainty factors are described in the Annual Report 2014. There has been no significant change in relation to risks and uncertainty factors since the publication of the Annual Report.

Future prospects

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

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

Parent company

The parent company has not had any sales during the year. The profit/loss after financial items amounted to KSEK 161,757 (60,155). During the year, dividend from subsidiaries amounting to KSEK 165,997 was received. The net interest income amounted to KSEK 474 (1 083) and exchange rate profit/loss amounted to KSEK -1,031 (1,521). Income tax amounted to KSEK 0 (-1,414). The net profit/loss amounted to KSEK 161,756 (58,741).

Organization

The Company's CEO is Lennart Svantesson. The Board of Directors consists of John D. Chapman (chairman), Tony Gardner-Hillman, Ramanan Raghavendran and Andrew Wignall.

Nomination Committee

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

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 and end of the year was 14,869,552.

At the end of the year, the NAXS share price was SEK 54.00 and the total shareholders' equity per share was SEK 52.78. The Company's market capitalization was MSEK 803 and the number of shareholders was 741.

Evolution of the share price during 2015

Accounting principles

The 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 report are described in the Annual Report 2014. 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.

Financial information Contact persons

Annual report 2015: week 6, 2016 Interim Report (3 months): April 22, 2016 Annual General Meeting: June 1, 2016 Interim Report (6 months): July 19, 2016 Interim Report (9 months): October 21, 2016

Ticker codes

NAXS SS in Bloomberg NAXS.ST in Reuters

Lennart Svantesson, CEO +46 73 311 00 11 lennart.svantesson@naxs.se

Gösta Lundgren, CFO +46 70 710 47 88 gosta.lundgren@naxs.se

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 08.30 CET on January 29, 2016.

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

Year-End Report 2015 Page 14 of 19

The Board of Directors declares that the undersigned year-end report provides a true and fair overview of the Parent Company's and the Group's operations, their financial position and performance, and describes material risks and uncertainties facing the Parent Company and other companies in the Group.

Stockholm, January 29, 2016

John D. Chapman Chairman

Tony Gardner-Hillman Director

Ramanan Raghavendran Director

Andrew Wignall Director

Lennart Svantesson Chief Executive Officer

This report has not been subject to review by the Company's auditors.

This 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

Consolidated Income Statement

Amounts in SEK 000s

	2015	2014	2015	2014
	1/1-12/31	1/1-12/31	10/1-12/31	10/1-12/31
Change in value	76 498	142 838	-21 677	28 998
Operating costs Note 1	-12 301	-14 196	-3 352	-5 569
Operating profit/loss	64 197	128 642	-25 029	23 430
Net financial items	-19	762	23	192
Profit/loss after financial items	64 178	129 404	-25 005	23 622
Income taxes	-	-1 414	-	-
Net profit/loss	64 178	127 990	-25 005	23 622
Earnings per share, SEK*	4,32	8,60	-1,68	1,59
Average number of shares, 000s Basic and diluted	14 870	14 875	14 870	14 870

Consolidated Statement of Comprehensive Income

Amounts in SEK 000s

	2015	2014	2015	2014
	1/1-12/31	1/1-12/31	10/1-12/31	10/1-12/31
Net income	64 178	127 990	-25 005	23 622
Other comprehensive income
Items which will be reversed to the income statement
Exchange differences	3 471	63	4 494	1 278
Total comprehensive income	67 649	128 053	-20 512	24 900
Consolidated Balance Sheet Amounts in SEK 000s	2015	2014
	12/31	12/31
Assets Private equity fund investments	434 246	587 105
Total non-current assets	434 246	587 105
Other receivables	114	201
Cash and cash equivalents	350 970	167 447
Total current assets	351 084	167 648
Total assets	785 330	754 753
Equity	784 768	751 319

Current liabilities 562 3 434 Total equity and liabilities 785 330 754 753

Consolidated Net cash

Amounts in SEK 000s

	2015	2014
	12/31	12/31
Cash, bank and short-term investments	350 970	167 447
Total net cash	350 970	167 447

Consolidated Statement of Changes in Equity Amounts in SEK 000s

	2015	2014
	1/1–12/31	1/1-12/31
Equity at the beginning or the year	751 319	653 803
Repurchase of own shares	0	-778
Dividend	-34 200	-29 759
Total comprehensive income for the year	67 649	128 053
Shareholder's equity at the end of the year	784 768	751 319

Consolidated Statement of cash flows analysis Amounts in SEK 000s

	2015	2014
	1/1–12/31	1/1-12/31
Profit/loss after financial items	64 178	129 404
Adjustment for non-cash items, etc.	128 105	-87 655
Income tax paid	-	-
Cash flow from operating activities before changes in working capital	192 283	41 749
Cash flow changes in working capital	-2 784	2 186
Cash flow from operating activities	189 499	43 935
Acquisitions of private equity fund investments	-43 702	-30 327
Disposals of private equity fund investments	72 084	53 484
Cash flow from investing activities	28 382	23 157
Repurchase of own shares	-	-778
Dividend	-34 200	-29 759
Cash flow from financing activities	-34 200	-30 537
Cash flow during the year	183 681	36 555
Cash and cash equivalents, beginning of the year *	167 447	131 008
Exchange-rate differences in cash and cash
equivalents	-158	-116
Cash and cash equivalents at the end of the year	350 970	167 447

* Including short-term investments

Parent Company Income Statement

Amounts in SEK 000s

	2015	2014	2015	2014
	1/1-12/31	1/1-12/31	10/1-12/31	10/1-12/31
Operating costs	-3 683	-3 919	-982	-1 080
Operating profit/loss	-3 683	-3 919	-982	-1 080
Income from shares in group companies	165 997	61 470	-	-
Net financial items	-557	2 604	-633	1 131
Profit /loss after financial items	161 757	60 155	-1 615	51
Income taxes	-	-1 414	-	-
Net profit/loss for the period	161 757	58 741	-1 615	51

Parent Company Statement of Comprehensive Income Amounts in SEK 000s

Total comprehensive income for the period	161 757	58 741	-1 615	51
Net profit/loss for the period	161 757	58 741	-1 615	51
	1/1-12/31	1/1-12/31	10/1-12/31	10/1-12/31
	2015	2014	2015	2014

Parent Company Balance Sheet

Amounts in SEK 000s

	2015	2014
	12/31	12/31
Assets
Shares in subsidiaries	481 802	481 802
Receivables on group companies	23 424	24 455
Total non-current assets	505 226	506 257
Other receivables	114	201
Cash and cash equivalents	229 087	100 616
Total current assets	229 201	100 817
Total assets	734 427	607 074
Equity	734 013	606 456
Current liabilities	414	618
Total equity and liabilities	734 427	607 074

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

	2015	2014
	1/1–12/31	1/1–12/31
Equity at the beginning of the year	606 456	578 252
Repurchase of own shares	-	-778
Dividend	-34 200	-29 759
Total comprehensive income for the year	161 757	58 741
Shareholder's equity at the end of the year	734 013	606 456

Note 1

Operating costs Amounts in SEK 000s

	2015	2014	2015	2014
	1/1-12/31	1/1-12/31	10/1-12/31	10/1-12/31
Fee to the investment advisor	-7 763	-6 854	-2 026	-1 578
Carried interest to the investment advisor	-276	-2 767	-229	-2 524
Personnel expenses	-1 699	-1 709	-456	-497
Other operating costs	-2 563	-2 866	-641	-970
	-12 301	-14 196	-3 352	-5 569

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

Note 2

Financial assets and liabilities

NAXS' financial instruments consist of fund investments, cash and cash equivalents and accounts payable. Level 3 investments includes only the Company's publicly traded share of the fund holdings / securities of unlisted companies (in some cases, also 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, for 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.

For NAXS, the book value of all financial assets and liabilities corresponds to fair value. All amounts are shown in the reported balance sheets.

Definitions

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

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

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

Current commitments

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

Gross IRR

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

Net asset value

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

Net cash/Net debt

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

Private equity fund investments

Fair value of investments in private equity funds

Total assets

All assets and liabilities not included in net debt or net cash, which is the same as the balance sheet total, less asset items included in net debt or net cash and less non-interestbearing liabilities

Total exposure to private equity fund investments

Private equity funds investments and remaining commitments to private equity funds