KGH Customs AB (publ)

Prospectus regarding listing of

SEK 400,000,000

9% Bonds

2012/2015

7 March 2013

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Important information

This prospectus (the “Prospectus”) has been prepared by KGH Customs AB (publ) (the “Company”) in relation to the application for

listing of the Company’s SEK 400,000,000 9% Bonds 2012/2015 (the “Bonds”) at the corporate bond list on NASDAQ OMX Stockholm

(“Nasdaq OMX Stockholm”). References to KGH Customs or the Group refer in this Prospectus to KGH Customs AB (publ) and its

subsidiaries, unless otherwise indicated by the context. Pareto Öhman AB has acted as financial advisor to the Company in connection

with the issue of the Bonds.

The Prospectus has been prepared in accordance with the rules and regulations in the Swedish Financial Instruments Trading Act (Sw.

lag (1991:980) om handel med finansiella instrument) and Commission Regulation (EC) no 809/2004 of 29 April 2004 implementing

Directive 2003/71/EC of the European Parliament and of the Council. The Prospectus has been approved by and registered with the

Swedish Financial Supervisory Authority in accordance with the provisions in Chapter 2, Section 25 and 26 of the Swedish Financial

Instruments Trading Act. It should be noted that such approval and such registration does not constitute any guarantee from the Swedish

Financial Supervisory Authority that the information in the Prospectus is accurate or complete.

This Prospectus is not an offer for sale or a solicitation of an offer to purchase the Bonds in any jurisdiction. It has been prepared solely

for the purpose of listing the Bonds on Nasdaq OMX Stockholm. This Prospectus may not be distributed in any country where such

distribution or disposal require additional prospectus, registration or additional measures or is contrary to the rules and regulations in

such country. Persons into whose possession this Prospectus comes or persons who acquire the Bonds are therefore required to inform

themselves about, and to observe, such restrictions. The Bonds have not been and will not be registered under the U.S. Securities Act of

1933, as amended, and are subject to U.S. tax law requirements. Subject to certain exemptions, the Bonds may not be offered, sold or

delivered within the United States of America or to, or for the account or benefit of, U.S. persons.

The Prospectus will be available at the Swedish Financial Supervisory Authority’s web site (www.fi.se) and the Company’s web site

(www.kghcustoms.com). Paper copies may be obtained from the Company.

Unless otherwise explicitly stated, no information contained in this Prospectus has been audited or reviewed by auditors. Certain

financial information in this Prospectus has been rounded off and, as a result, the numerical figures shown as totals in this Prospectus

may vary slightly from the exact arithmetic aggregation of the figures that precede them. Unless otherwise specified or unless the context

otherwise requires, “USD” refers to United States dollars, “EUR” refers to Euros and “SEK” refers to Swedish kronor.

This Prospectus may contain forward-looking statements and assumptions regarding future market conditions, operations and results.

Such forward-looking statements and information are based on the beliefs of the Company’s management or are assumptions based on

information available to the Group. The words “consider”, “intends”, “deems”, “expects”, “anticipates”, “plans” and similar

expressions indicate some of these forward-looking statements. Other such statements may be identified from the context. Any forward-

looking statements in this Prospectus involve known and unknown risks, uncertainties and other factors which may cause the actual

results, performances or achievements of the Group to be materially different from any future results, performances or achievements

expressed or implied by such forward-looking statements. Further, such forward-looking statements are based on numerous assumptions

regarding the Group’s present and future business strategies and the environment in which the Group will operate in the future. Although

the Company believes that the forecasts of, or indications of, future results, performances and achievements are based on reasonable

assumptions and expectations, they involve uncertainties and are subject to certain risks, the occurrence of which could cause actual

results to differ materially from those predicted in the forward-looking statements and from past results, performances or achievements.

Further, actual events and financial outcomes may differ significantly from what is described in such statements as a result of the

materialisation of risks and other factors affecting the Group’s operations. Such factors of a significant nature are mentioned in the

Section “Risk Factors”.

The Prospectus shall be read together with all documents which have been incorporated by reference (see Section “Documents

incorporated by reference” below) and possible supplements to the Prospectus.

The Prospectus is governed by Swedish law. Disputes concerning, or related to, the contents of this Prospectus shall be the exclusive

jurisdiction of the courts of Sweden. The district court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of first instance.

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Table of contents

Risk factors ............................................................................................................................................................. 3

Business and market related risks .......................................................................................................... 3

Financial risks........................................................................................................................................ 6

Risks relating to the Bonds .................................................................................................................... 6

Responsible for the information in the Prospectus .............................................................................................. 8

The Bonds in brief .................................................................................................................................................. 9

Summary of the Bonds .......................................................................................................................... 9

Financial advisor ................................................................................................................................. 10

The Company and its operations ........................................................................................................................ 11

History and development ..................................................................................................................... 11

Business and operations ...................................................................................................................... 11

Overview of group structure ................................................................................................................ 13

Share capital, shares and major shareholders ...................................................................................... 14

Recent events ....................................................................................................................................... 14

Trends etc. ............................................................................................................................................................. 15

Board of directors, senior management and auditors ....................................................................................... 16

Board of Directors ............................................................................................................................... 16

Senior Management ............................................................................................................................. 16

Auditors ............................................................................................................................................... 17

Conflicts of interests ............................................................................................................................ 17

Financial interests ................................................................................................................................ 17

Financial overview ................................................................................................................................................ 18

Consolidated annual reports KGH Group AB ..................................................................................... 19

Financial information in accordance with Swedish GAAP ................................................................. 19

Proforma KGH Customs AB ............................................................................................................... 20

Financial information in accordance with IFRS .................................................................................. 20

Proforma KGH Customs AB ............................................................................................................... 22

Financial information in accordance with IFRS .................................................................................. 22

Auditors report regarding Proforma Accounts .................................................................................... 26

Legal information and supplementary information ............................................................................. 27

Material agreements ............................................................................................................................ 27

Litigation ............................................................................................................................................. 27

Credit rating ......................................................................................................................................... 27

Documents incorporated by reference ................................................................................................................ 28

Financial information relating to KGH Customs ................................................................................. 28

Documents available for inspection .................................................................................................................... 29

Terms and Conditions for the Bonds .................................................................................................................. 30

Addresses ............................................................................................................................................................... 64

Appendix 1 - Summary of IFRS accounting principles ..................................................................................... 65

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Risk factors

All investments in bonds involve a degree of risk. The financial performance of KGH Customs and the risks

associated with KGH Customs’ business are important when making a decision on whether to invest in the

Bonds. A number of factors influence and could influence KGH Customs’ operations and financial

performance and ultimately the Company’s ability to make interest payments and payments of principal on

maturity. In this Section a number of risk factors are illustrated and discussed, both general risks pertaining

to KGH Customs’ operations and material risks related to the Bonds as a financial instrument. The Section

aims at describing the risks associated with KGH Customs’ operations and by that also the Company’s

ability to fulfil its obligations according to the terms and conditions for the Bonds. The risk factors below

are not ranked in order of importance and no claim is being made that the list is exhaustive.

Potential investors should carefully consider the risk factors below and other information in this Prospectus

before deciding on making an investment in the Bonds. An investor must, in addition, alone or together with

financial and/or other advisors, consider the general business prospects, other information in the

Prospectus and general information about the applicable market and companies active on that market,

based on their personal circumstances. An investor should possess sufficient knowledge to assess the risk

factors and sufficient financial strength to bear those risks.

Additional risk factors that are not currently known or not currently considered to be material may also

affect KGH Customs’ future operations, performance and financial position, and consequently the

Company’s ability to meet its obligations under the terms and conditions for the Bonds.

Risks related to KGH Customs’ business operation

Business and market related risks

Political risks

KGH Customs operates in a number of countries where political instability may lead to a slowdown in levels for origination in that particular country. An increased political instability in any country where KGH Customs operates may have a material adverse effect on KGH Customs’ business and its financial condition or may even require KGH Customs to change or discontinue existing products, services, businesses or business models in the affected region.

Organizational risks and operational risks

KGH Customs’ operations are dependent on individual employees. KGH Customs’ future development depends to a large extent on the management’s and other key personnel’s knowledge, experience and commitment. KGH Customs’ development may therefore be adversely affected if any key personnel would resign from its assignment.

In the context of KGH Customs’ current operations, KGH Customs may incur losses due to disruption, failure or other ineffectiveness of procedures, internal control or reporting or administrative systems used in its operations. Lack of procedures and lack of internal control may lead to that the management loses control over corporate governance, which would cause KGH Customs harm.

The Company is a holding company

The Company is a holding company and holds no significant assets other than investments in the subsidiaries. The Company is thus dependent upon receipt of sufficient income related to the operation of

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and the ownership in its subsidiaries. A decrease in any such income may have a material adverse effect on the Group’s financial condition, results of operations and ability to meet financial obligations.

Norwegian EU membership or altered trade treaties between Norway and the EU

The main part of KGH Customs’ earnings is generated due to that all trade between Norway and the countries in the EU require documentation and is subject to duty and VAT calculation on a shipment level. For each shipment that is exported from or imported to Norway, extensive information has to be communicated electronically to both the customs authority in Norway and in the relevant EU country. A Norwegian EU membership would impact KGH Customs adversely as the need for declarations handling for Norwegian companies would drastically fall.

If the trade treaty between Norway and the EU (the EEA agreement) would change resulting in that the current contractual arrangements would loosen up, the impact would resemble the impact of a Norwegian EU membership, effectively taking out the customs border between Norway and the countries in the EU.

Geographical concentration

According to the Group’s unaudited consolidated financial report for the financial period ended 30 September 2012, the Group’s business in Sweden and Norway jointly corresponded to approximately 70% of the Group’s total revenues and an even greater share of profits. However, there is no guarantee that the demand for the Group’s services in Sweden and Norway does not decline on one or both of these markets, which could adversely affect the Group’s result and financial position.

Ability to comply with the terms and conditions for the Bonds

According to the terms and conditions for the Bonds, the Company shall to ensure that the Group maintains certain specified financial ratios and that it satisfies certain financial covenants, including covenants related to interest coverage and net debt. Events beyond the Company’s control, including changes in the economic and business conditions in which the Company operates, may affect the ability to comply with such ratios and covenants. The Company cannot assure that the Group will meet the ratios or satisfy the covenants. A breach of any of the covenants in, or the inability to maintain the required financial ratios under, the terms and conditions for the Bonds could result in that an event of default occurs under the terms and conditions for the Bonds. In addition, the terms and conditions for the Bonds contain a cross-default provision on financial indebtedness subject to a carve-out of SEK 5,000,000 or its equivalent amount in any other currency. A violation of the cross-default provision constitutes an event of default under the terms and conditions for the Bonds. The occurrence of an event of default under the terms and conditions for the Bonds would, unless waived, provide a right to accelerate the outstanding debt, together with accrued interest, to be immediately due and payable. Such payment obligation could correspond to the value of all or substantially all of KGH Customs’ assets.

Ability to service debt

The Group’s ability to service its debt will depend upon, among other things, the Group’s future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond the Group’s control. If the Group’s operating income is not sufficient to service its current or future indebtedness, the Group will be forced to take actions such as reducing or delaying its business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing its debt or seeking additional equity capital. The Group may not be able to affect any of these remedies on satisfactory terms, or at all.

VAT related risk

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A part of the Group’s income (approximately 8% of the turnover1) is related to the segment financial services. The segment financial services is carried out in the Nordic countries and include services provided in relation to customs duties and VAT related to import declarations and guarantees provided in relation to transit declarations. Approximately one third of the financial services provided by the Group relate to VAT.

Currently, a Directive relating to VAT on imported goods is implemented by the Member States of the European Union. Depending on how the Member States choose to implement the Directive, the Group’s business, and financial income, related to VAT may be negatively affected. This risk is mainly applicable to Sweden and in the beginning of 2013 a proposal was put forward to the ministry of finance regarding changes in the present system for handling of import VAT in Sweden. If this proposal is accepted it will impact KGH business negatively, the yearly loss in turnover is calculated to approximately SEK 6m to SEK 7m per year effective from 2015. Guarantees

A part of KGH Customs’ activities consists of handling and paying customs duties and VAT on behalf of its customers in relation to the national customs authorities and to take on guarantee responsibilities towards the national customs authorities. To be able to obtain credits – deferment accounts - with national customs authorities for handling of customs duties and VAT and to be able to take on responsibilities for transit procedures, the Group is required to present statutory guarantees to the pertinent authority. To be accepted by customs, the guarantees have to be issued by an approved financial institute. Ordinary bank guarantees are most common, but guarantees issued by insurance companies and similar institutions are also being used. At present, KGH Customs has a mix of guarantees issued by the Group’s bank (SEB) and by the project insurance company Nordic Guarantee and the insurance company Artradius However, there is always a risk that KGH Customs cannot receive guarantees from an approved financial institute on reasonable terms.

Risks relating to KGH Customs’ counterparties

Counterparty risk refer to the risk that KGH Customs’ counterparties will not live up to their contractual obligations.

As mentioned above, a part of KGH Customs’ activities consists of paying customs duties and VAT on behalf of its customers to the national customs authorities. Normally, KGH Customs will demand prepayment or a bank guarantee from its customers to cover such costs. For some large trustworthy companies (typical listed companies) KGH on a regular basis handle their VAT and duties which can amount to substantial amounts without upfront payments or guarantees, this if of course a risk, but the yearly

losses for this business are low.

In relation to merchandise in transit, the Group takes on a guarantee responsibility towards the national customs authorities. During the transit, the issuer has to present a guarantee for customs duties if the goods should disappear during the transport. An average transport under transit is only a couple of days. The guarantee is opened day one and is then closed a couple of days later. Should the goods disappear during transport, the national customs authority will demand payment for the customs duties from the guarantor, i.e. KGH Customs, in accordance with the guarantee. There is always a risk that KGH Customs is not repaid by its customers for such costs.

Risks related to taxes

The Company operates its business through its subsidiaries in each of the geographic markets in which it operates. The business is conducted in accordance with KGH Customs’ interpretation of applicable laws, tax treaties, regulations and requirements of the tax authorities in the relevant countries. However, it is not

1 Note: Information based on KGH internal unaudited Management Accounts for the twelve months period ended 31 December 2011

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certain that KGH Customs’ interpretation of applicable laws, tax treaties, regulations, or administrative practice is correct, or that such rules are not changed, possibly with retroactive effect. Legislative changes or decisions by tax authorities may impair the present or previous tax position of KGH Customs and may have a material adverse effect on its business, financial condition or results of operations.

Financial risks

The Company is, through its subsidiaries’ activities, exposed to financial risks such as risks relating to currency risk, exchange rate fluctuations as well as liquidity and refinancing risk.

Currency risk

The Company’s functional currency is SEK. Although the Group’s primary operations and cash flows are typically denominated in SEK, the Group has operations and costs that are not denominated in SEK. These include Euro (“EUR”), Norwegian Krone (“NOK”) and Danish Krone (“DKK”).

The Group may undertake hedging activities against these potential fluctuations; however, there are no assurances that hedging strategies, if implemented, would be successful.

Exchange rate fluctuations

Fluctuations in exchange rates can have an impact on the Group’s financial results in the event that the EUR, NOK and/or DKK (or any other currency in which the Group’s costs might be incurred in the future) appreciate significantly against the SEK. Significant strengthening of these currencies against the SEK could increase both capital and operating costs, although where sales prices are denominated in local currency, there may be a mitigating increase in revenue.

Liquidity and refinancing risks

Liquidity and refinancing risks refer to that costs may increase and that opportunities may be limited when loans are refinanced, and that payment obligations may not be met due to insufficient liquidity or difficulties in obtaining financing.

Risks relating to the Bonds

Credit risks

Investors in the Bonds carry a credit risk relating to the Company. The investor’s ability to receive payment under the terms and conditions for the Bonds is therefore dependent on the Company’s ability to meet its payment obligations, which in turn is largely dependent upon the performance of the Company’s operations and its financial position. The Company’s financial position is affected by several factors of which a number have been discussed above.

An increased credit risk may cause the market to charge the Bonds a higher risk premium, which would affect the Bonds’ value negatively. Another aspect of the credit risk is that a deteriorating financial position of the Company may reduce the Company’s possibility to receive debt financing at the time of the maturity of the Bonds.

Interest rate risks

The Bonds’ value depends on several factors, one of the most significant over time being the level of market interest. Investments in the Bonds involve a risk that the market value of the Bonds may be adversely affected by changes in market interest rates.

Liquidity risks

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The Company cannot guarantee that a liquid market for trading in the Bonds will occur and that such trading is maintained. The Company will apply for registration of the Bonds at the corporate bond list on Nasdaq OMX Stockholm in connection with the approval of this Prospectus by the Swedish Financial Supervisory Authority. Even if securities are admitted to trading on a regulated market, active trading in the securities does not always occur. This may result in that the holders cannot sell their Bonds when desired or at a price level which allows for a profit comparable to similar investments with an active and functioning secondary market. Lack of liquidity in the market may have a negative impact on the market value of the Bonds. Furthermore, the nominal value of the Bonds may not be indicative comparing to the market price of the Bonds if the Bonds are admitted for trading at the corporate bond list on Nasdaq OMX Stockholm.

It should also be noted that during a given time period it may be difficult or impossible to sell the Bonds due to, for example, severe price fluctuations, close down of the relevant market or trade restrictions imposed on the market.

Risks relating to the clearing and settlement in Euroclear’s book-entry system

The Bonds are affiliated to Euroclear Sweden AB’s ("Euroclear") account-based system, why no physical notes have been, or will be, issued. Clearing and settlement relating to the Bonds is carried out within Euroclear’s book-entry system as well as payment of interest and repayment of the principal. Investors are therefore dependent on the functionality of Euroclear’s account-based system.

Preferential rights

Subject to possible restrictions in the terms and conditions for the Bonds, the Company may in the future decide to take up loans from banks or other credit institutions and to issue other market loans. Such loans may constitute a priority claim on the Company.

The Bonds represent an unsecured obligation of the Company. This means that in the event of bankruptcy, re-organization or wind-up of the Company, the holders of the Bonds normally receive payment after any priority creditors have been fully paid.

Each investor should be aware that there is a risk that an investor in the Bonds loses all or part of their investment if the Company becomes bankrupt, carries out a re-organization or is wound-up.

Amended or new legislation

This Prospectus and the terms and conditions for the Bonds are based on Swedish law in force at the date of this Prospectus. No assurance can be given on the impact of any possible future legislative measures or changes or modifications to administrative practices.

Risks related to early redemption

The Company has, under the terms and conditions for the Bonds, reserved the possibility to redeem all outstanding Bonds before the final redemption date. If the Bonds are redeemed before the final redemption date, the holders have the right to receive an early redemption amount which exceeds the nominal amount. However, there is a risk that the market value of the Bonds is higher than the early redemption amount.

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Responsible for the information in the Prospectus

The Company issued the bond loan referred to in this Prospectus on 22 May 2012. The Prospectus has been prepared for the purpose of listing the Bonds at the corporate bond list on Nasdaq OMX Stockholm and in accordance with the Commission Regulation (EC) no 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council and the rules and regulations in Chapter 2 of the Swedish Financial Instruments Trading Act.

The Company is responsible for the contents of this Prospectus. The Company hereby assures that the Company has taken all reasonable care to ensure that the information in the Prospectus, to the best of the Company’s knowledge, is in accordance with the actual conditions and that no information has been omitted which may distort the picture of the Company. The information in the Prospectus and in the documents incorporated by reference which derive from third parties has, as far as the Company knows and can judge on basis of other information made public by the respective third party, been correctly represented and no information has been omitted which may serve to render the information misleading or incorrect.

The Board of Directors is responsible for the contents of this Prospectus only under the conditions and to the extent set forth in Swedish law. The Board of Directors hereby assures that the Board of Directors has taken all reasonable care to ensure that the information in the Prospectus, to the best of the Board of Directors’ knowledge, is in accordance with the actual conditions and that no information has been omitted which may distort the picture of the Company.

Stockholm, 7 March 2013

KGH CUSTOMS AB

The Board of Directors

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The Bonds in brief

This Section contains a general and broad description of the Bonds and is not a comprehensive description

of the Bonds. Potential investors should therefore carefully consider the Prospectus as a whole, including

documents incorporated by reference, before a decision is made to invest in the Bonds. The full terms for the

Bonds can be found in the Section “Terms and Conditions for the Bonds”.

Concepts and terms defined in the Section “Terms and Conditions for the Bonds” or anywhere else in the

Prospectus are used with the same meaning in the summary unless otherwise is explicitly understood from

the context.

Summary of the Bonds

The Bonds are debt instruments, intended for public market trading, which confirm that the holder has a claim on the Company. The Bonds constitute direct, unconditional, unsecured and unsubordinated obligations of the Company, that shall at all times rank pari passu without any preference among them. The bond loan, which is the first bond loan issued by the Company, was resolved on by the Board of Directors of the Company and approved by a written resolution by the Board of Directors of the Company on 15 May 2012. The purpose of the Bond Issue was recapitalisation of the Group, where the net proceeds of the Bond Issue was to be used by the Company to finance its purchase of shares in KGH Group AB under certain share purchase agreements and a share sale and subscription agreement, to repay certain shareholder loans, to repay certain bank loans, to pay the transaction costs in relation to the Bond Issue and for general corporate purposes.

The Bonds are denominated in SEK. The bond loan amounts to SEK 400,000,000, represented by Bonds, each of a nominal amount of SEK one million (1,000,000), is denominated in SEK and the ISIN is SE0004549988. The total amount of securities being admitted to trading is 400.

The Bonds have been issued in accordance with Swedish law and are connected to the account-based system of Euroclear, meaning that the Bonds are registered on behalf of the Holders on a Securities Account. No physical notes have been or will be issued. Payment of principal and interest as well as, if applicable, withholding of preliminary tax will be made through Euroclear.

The Company shall redeem all outstanding Bonds at the Nominal Amount together with accrued interest on the Final Redemption Date, unless previously redeemed, pre-paid or repurchased and cancelled in accordance with Section 8 (Early redemption by request of the Company), Section 11 (The Company’s and

the other Group Companies’ purchase of Bonds), Section 14 (Acceleration of the Bonds) or Section 15 (Change of control) of the terms and conditions for the Bonds. Payment in respect of principal and interest shall be made to the Holders on the relevant Record Date. The right to receive payment of the Nominal Amount is time-barred and becomes void ten years from the relevant redemption date.

The Bonds bear interest from, but excluding, the Issue Date up to, and including, the Redemption Date at an interest rate of 9.0% per annum. The interest is paid in arrears on each Interest Payment Date and is calculated on a 30/360-days basis. Interest Payment Dates are 23 November and 23 May each year. The right to receive payment of interest is time-barred and becomes void three years from the relevant due date for payment. Interest calculations will be made by Euroclear.

Swedish Trustee AB (publ) is initially acting as the Company’s Bond Trustee under the terms and conditions for the Bonds. Even without a separate authorization from the Holders, the Bond Trustee, or a person appointed by the Bond Trustee, is entitled to represent the Holders against the Company in every matter concerning the Bonds, whether or not in court or before an executive authority. Further, each Holder shall

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immediately upon request by the Bond Trustee provide the Bond Trustee with any such documents, including a written power of attorney, which the Bond Trustee deems necessary for the purpose of carrying out its duties under the terms and conditions for the Bonds.

Each of the Company, the Bond Trustee and Holders representing 10% of the total outstanding Nominal Amount may, at any time, request that a Holders’ meeting is convened or request a procedure in writing amongst the Holders, see further Section 16 (The Bond Trustee’s right to represent the Holders, the

authority of the Bond Trustee etc.) and Section 17 (Holders’ meetings and procedure in writing) of the terms and conditions of the Bonds. Such meetings or procedures in writing can lead to a majority decision, binding for all Holders, is being passed.

The Bonds are freely transferrable and trading can occur from the Issue Date.

The Bonds have been issued on the Swedish market through a so called private placement. No Bonds have been issued, or will be issued, after 22 May 2012 and the bond loan was subscribed in full on the Issue Date.

To simplify the trade in the Bonds, the Company intends to apply for listing of the Bonds at the corporate bond list on Nasdaq OMX Stockholm in connection with the Swedish Financial Supervisory Authority’s approval of this Prospectus. Further, the terms and conditions for the Bonds include an undertaking to list the Bonds not later than one year after the Issue Date, see further Section 12 (Special undertakings) of the terms and conditions for the Bonds. The fact that an application regarding listing of the Bonds on Nasdaq OMX Stockholm has been submitted to Nasdaq OMX Stockholm does however not mean that the application will be approved. The procedure of first issuing all Bonds and then listing the Bonds at the corporate bond list on Nasdaq OMX Stockholm has been chosen for efficiency reasons.

The total expenses of the admission to trading are estimated to amount to SEK 196,000.

For further information on Swedish Trustee AB (publ), please see www.swedishtrustee.se.

Financial advisor

Pareto Öhman AB has acted as Issuing Agent and financial advisor to the Company in connection with the issue of the Bonds and has agreed with the Company on receiving remuneration from the Company relating to its assistance.

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The Company and its operations

History and development

KGH Customs AB (publ) is a public limited liability company registered in Sweden with reg. no. 556870-4612, having its registered address and headquarter at Skandiahamnen Sydatlanten 6, 403 36 Göteborg, Sweden, telephone number +46 31 764 30 00. The Company, KGH Customs AB, was incorporated on 17 October, 2011. The Company’s trade name (Sw. handelsbeteckning) is KGH Customs AB. The Company is governed by Swedish law including, but not limited to, the Swedish Companies Act (Sw. Aktiebolagslagen) and the Swedish Annual Accounts Act (Sw. Årsredovisningslagen).

Business and operations

The Company was registered in October 2011. In May 2012, the Company acquired all shares (the “Acquisition”) in KGH Group AB (“KGH Group”) (up to then the holding company of the KGH group of companies). KGH Groups business handled by its subsidiaries, in turn, was founded in 1963 in order to assist the customs officers in filling out forms needed for goods imported from Norway.

The Group is headquartered in Gothenburg, Sweden, and is a pan-European independent provider of customs services in Europe. Through its subsidiaries, the Group offers customs clearance, accounting, consulting, education, software solutions and border services. Its main revenues derive from customs clearance.

• Customs clearance (91.7%2 of KGH Group’s and its subsidiaries’ revenues in 2011): KGH Customs handles customers’ customs declarations related to import, export and transit. KGH Customs also offers financial services which are, in essence, guarantees related to customs duties, VAT and goods in transit. In addition to the handling of customs declarations, KGH Customs offers its customers assistance with customs warehouse procedures and Intrastat3 reporting. The Group also offers its contract clients consulting and assistance through its customs helpdesk.

KGH Customs currently operates in seven countries in Europe, but covers other trading countries in Europe through its partner network. As of September 30 2012 KGH Customs had 510 employees.

2 Note: Information based on KGH internal unaudited Management Accounts for the twelve months period ended 31 December 2011

3 The system for collecting information and producing statistics for trading of goods between EU countries

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History of KGH Customs

The summary following below includes the history of KGH group of companies (“KGH”). The history of KGH p is provided to form a more comprehensive view on the history of KGH Customs and its origin.

Year Event

1963 The foundation of KGH (AB Karl G Hansson)

1998-2005

A series of acquisitions and mergers with a large number of owners of KGH Customs (Merged with Skandinavisk Gränsspedition AB and acquisition of Storlien Gränsspedition, Tulldeklaranterna AB, Spedition AS/AB, Alf Röd AS and Terminalservice AS)

1997 KGH established presence in Denmark

1999 First office outside of the Nordic region opened in the Netherlands

2002 KGH opened an office in Belgium

2006 KGH opened a new office in Kiel, Germany

2007 In 2007, Procuritas acquired KGH Group and initiated a stronger focus on growth and profitability

2008 A major reorganisation that included the merger with Skandinavisk Gränsspeedition AB was carried out

2008 KGH Belgium NV acquired assets from Van Aert Douaneagentschap in Belgium

2009 KGH received the AEO certification in Sweden and followed up with additional countries

2010 KGH acquired Hannl+Hofstetter Internationale Spedition Gesellshaft GmbH, and opened a new office in Hamburg, Germany

2011 KGH acquired Kuper Douaneservice BV, Kuper Douaneservice Rotterdam BV, Douaneopleidingen BV in the Netherlands

2011 KGH acquired ESC Systems in Denmark

2012

KGH Customs acquired KGH Group

Kuper Douaneservice Rotterdam BV, Douaneopleidingen BV and KGH Customs Services BV were merged into Kuper Douaneservice BV and the company changed name into KGH Kuper Douaneservice BV.

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Overview of group structure

As described above, the Company is the holding company of KGH Group, which in turn, directly and indirectly, owns 13 operational subsidiaries, 4 holding companies and 1 dormant company. The Company holds no significant assets other than the investments in the operational Group companies and is therefore dependent upon the receipt of income related to the operation of and the indirect ownership in these companies. All subsidiaries are owned, directly or indirectly, to 100% by the Company. The following table sets forth the Company’s holding in the subsidiaries:

Company Reg no.

KGH Customs AB 556870-4612

KGH Group AB 556726-9658

-Atlantic Continental Sweden AB 556826-3676

-Quisquam I Kalmar AB 556653-3591

-Atlantic Continental Holding AB 556722-5999

-HN Spedition, Logistic & Consulting AS 986 818 170

-HNN Spedition Logistic & Consulting AB 556570-0688

-KGH Customs Services AS 962 111 149

-KGH Ökonomi AS 979 295 278

-Terminalservice AS 934 321 960

-KGH Redovisning AB 556424-7699

-KGH Customs Services AB 556096-7431

-KGH Belgium NV 478 049 751

-KGH Customs Services GmbH 10208-4

-KGH (UK) Limited 4 292 661

-KGH Customs Software AS 12 96 97 32

-KGH Customs Services Aps 25 05 94 00

-Hannl + Hofstetter International Spedition Gesellshaft GmbH FN 90577b

-KGH Kuper Customs Services BV 4040443

14

Share capital, shares and major shareholders

As of June 8 2012, the Company has an authorized share capital of SEK 357,800,000, divided into 3,578,000 ordinary shares of SEK 100 par value. The shares are denominated in SEK. The Company has only one class of shares. Each share is entitled to one vote at the general meeting and carries an equal right to the Company’s assets and profits.

Procuritas Capital Investors III A LP and Procuritas Capital Investors III B LP represented by PCI III GP Limited (jointly “Procuritas”) control close to 85% of the total number of issued shares in the Company. All other shareholders of the Company have entered into separate shareholder agreements with Procuritas which further increase Procuritas’ control over the Company. To ensure that the control over the Company is not abused, the Company complies with the Swedish Companies Act. In addition, the Company acts in accordance with the rule of procedure of the board of directors and the instructions for the managing director adopted by the Company.

The table below set forth the ownership structure in the Company as per the date of this Prospectus.

Shareholder KGH Customs AB

No. of shares Voting rights and

capital1

Procuritas Capital Investors III B LP, represented by PCI III GP Ltd.

1,995,306 55.8%

Procuritas Capital Investors III A LP, represented by PCI III GP Ltd.

1,036,624 29.0%

CEO, Vidar Gundersen through Hippark AB 141,030 3.9%

Key Account Manager, Jan Erik Hermanseter through Milo Invest AB

117,513 3.3%

CEO, Vidar Gundersen 93,997 2.6%

Reflexit ApS 59,656 1.7%

Others 133.874 3.7%

Total 3,578,000 100%

1 The figures indicating the voting rights and capital of each shareholder have been rounded off and as a result the numerical figures shown as total may vary slightly from the exact arithmetic aggregation of the figures.

Recent events

As mentioned above, the Company acquired the shares in KGH Group in May 2012, whereby a part of the shares in KGH Group were purchased by the Company, and the remaining part contributed in kind against newly issued shares in the Company. The acquisition was partly financed by the Bond Issue.

As a result of the above mentioned transactions, the Company ultimately holds all shares in KGH Group. Following the subscription of the new shares in the Company, close to 85 % of the shares in the Company are held by Procuritas, and approximately 15 % of the shares are held by certain minority shareholders (please see above),

15

Trends etc.

Significant adverse changes

No significant changes in the financial or trading position of the Company have occurred since the end of the last financial period for which interim financial information has been published.

There has been no material adverse change in the prospects of the Company since the date of its last published interim financial statement. Further, there has been no material adverse change in the prospects of KGH Group since the date of its last published audited financial statements.

Material agreements

KGH Customs has not concluded any material agreement which does not relate to its ordinary course of business and which may affect the Company’s ability to fulfil its obligations under the Bonds.

16

Board of directors, senior management and auditors

The business address for all members of the Board of Directors and the Senior Management is: KGH Customs AB, Skandiahamnen Sydatlanten 6, 403 36 Göteborg, Sweden. The telephone number is: +46 31 764 30 00. The Board of Directors of the Company currently consists of five members. Information on the members of the Board of Directors and the Senior Management, including significant assignments outside the Company which are relevant for the Company, is set forth below.

Board of Directors

Halvar Jonzon Born 1950 and of Swedish nationality. Chairman of the Board of Directors in KGH Customs AB since 2012 and member of the Board of Directors in KGH Group AB 2007-2012. Halvar Jonzon is also Chairman of the Board of Gram Equipment A/S, Denmark, and Nordic Vehicle Conversion AB, Sweden, and member of the Board of TPPG, The Perimeter Protection Group AB, Sweden, and Wermland Mechanics Group AB, Sweden.

Mattias Feiff Born 1972 and of Swedish nationality. Member of the Board of Directors in KGH Customs AB since 2012 and member of the Board of Directors in KGH Group AB 2007-2012. Mattias Feiff is Partner at Procuritas Partners AB and a Board member of Oral Care and Osby Glas.

Hans Karlander Born 1953 and of Swedish nationality. Member of the Board of Directors in KGH Customs AB since 2012 and member of the Board of Directors in KGH Group AB 2007-2012. Hans Karlander is Partner at Procuritas Capital Investors III (PCI III).

Michael Olsson Born 1963 and of Swedish nationality. Member of the Board of Directors since 2012. Current board assignments (aside of family related activities) include Chairman of the Board of Technology Nexus and Funäsdalen Berg & Hotel, and Board member of Ekman & Co, Svedbergs, KGH Customs, ITUM Invest, SatPoint and Global Utmaning.

Patrik Rignell Born 1968 and of Swedish nationality. Member of the Board of Directors in KGH Customs AB since 2012 and member of the Board of Directors in KGH Group AB 2007-2012. Patrik Rignell is Partner at Procuritas Capital Investors III (PCI III) and the investment company Karnell.

Senior Management

Vidar Gundersen Vidar Gundersen is the Chief Executive Officer of KGH.

Magnus Lidstedt

Magnus Lidstedt is the Chief Financial Officer of KGH.

Anita Graff

Anita Graff is the Chief Operation Officer of KGH. Anita Graff is also a Board member of NHO Logistikk og Transport.

17

Roger Andersson

Roger Andersson is the Vice President of Global Services of KGH.

Auditors

Grant Thornton Sweden AB was appointed as the auditor of the Company in May 2012. Kent Lindholm is the group partner at Grant Thornton Sweden AB who is responsible for the Company. Kent Lindholm is a member of FAR. Grant Thornton’s business address is: P. O. Box 7623, Sveavägen 20, 103 94 Stockholm, Sweden.

Further, Grant Thornton Sweden AB was appointed as the auditor of KGH Group AB in 2007 and has thereafter been reappointed at each annual meeting up until the date of this Prospectus. Kent Lindholm is the group partner at Grant Thornton who has been responsible for the audit during the time that Grant Thornton Sweden AB has been the auditor of KGH Group.

Conflicts of interests

To the Company’s knowledge, none of the members of the Board of Directors or the Senior Management of the Company has a private interest that may be in conflict with the interests of the Company.

Although the Company is not currently aware of any conflicts of interest, it cannot be excluded that conflicts of interest may come to arise between companies in which members of the Board of Directors and members of the senior management have duties, as described above, and the Company.

Financial interests

Several members of the Board of Directors and the Senior Management have a financial interest in the Company through their direct or indirect holding of shares in the Company.

18

Financial overview

The Company acquired all shares in KGH Group in May 2012. Prior to the Acquisition, the Company did not carry out any activities and did not publish any financial reports. Therefore, the only financial report published by the Company is the unaudited financial report for KGH Customs for the period ended 30 September 2012. However, as the Acquisition did not result in any major changes to the group than the new parent company, the Company has chosen to include KGH Group AB’s annual reports for the fiscal years 2010 – 2011 in the Prospectus to give the reader an illustration of the Groups financial history reference (see “Documents incorporated by reference”). To illustrate the effect of the Acquisition on the accounts, the Company has also chosen to include unaudited pro forma financial information (the “Proforma”) in the Prospectus. The auditors have examined the Proforma in accordance with the auditor’s report set out on page 26. Further, the unaudited financial report for KGH Customs for the period ended 30 September 2012 is included in the Prospectus (see “Documents incorporated by reference”).

Prior to the Acquisition, KGH Group reported its group accounts in accordance with Swedish Generally Accepted Accounting Principles (“SGAAP”) which includes the Swedish Annual Accounts Act (Sw. årsredovisningslagen), and the Swedish Financial Accounting Standards Council’s recommendations and issued statements (Sw. allmänna råd från Bokföringsnämnden avseende större företag). After the acquisition the Company’s group accounts are prepared and reported in accordance with International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB), and interpretations of these standards (IFRICs) issued by the IFRS Interpretations Committee, as these IFRSs and IFRICs have been adopted by the EU for application within the EU. To demonstrate significant differences between the accounting standards used previously by KGH Group and the accounting standards used by the Company, a comparison has been included in the Proforma (which has been prepared in accordance with IFRS).

19

Consolidated annual reports KGH Group AB

Financial information in accordance with Swedish GAAP

Income statements (SGAAP)

Audited Audited

SEK in millions FY 2010 FY 2011

Net Sale 418.9 432.4

Other revenue 13.3 17.3

Total revenue 432.2 449.7

Personnel expenses (242.9) (272.7)

Other external expenses (96.2) (97.4)

Total expenses (339.1) (370.1)

Depreciation of tangible and intangible assets (42.5) (48.9)

Operating profit 50.6 30.7

Financial income 2.0 2.2

Financial expenses (18.1) (11.8)

Value changes - -

Results from associated companies (0.9) -

Profit before tax 33.6 21.1

Tax (17.9) (10.5)

Net income 15.7 10.6

Balance sheets (SGAAP)

Audited Audited

SEK in millions 2010-12-31 2011-12-31

Software 0.1 9.5

Goodwill 225.1 236.7

Other intangible assets - 0.3

Tangible fixed assets 23.4 33.6

Financial assets 28.4 28.6

Accounts receivable 169.0 139.4

Other short-term receivable 85.0 15.8

Cash and Bank 99.1 64.5

Total assets 630.1 528.4

Equity (138.5) (164.1)

Provisions (5.0) (3.8)

Long-term liabilities to credit institutions (42.7) (14.5)

Short-term liabilities to credit institutions (39.4) (45.6)

Overdraft - (24.5)

Advance payments from customers (1.2) (17.3)

Accounts payable (82.2) (62.5)

Tax payable (9.8) (8.8)

Other short-term liabilities (311.3) (187.3)

Total equity and liabilities (630.1) (528.4)

20

Proforma KGH Customs AB

Financial information in accordance with IFRS

The information in this Section should be read together with KGH Group’s audited financial statements,

including notes, the Auditor’s reports and other supplemental information, for the fiscal years 2010 – 2011

and KGH Customs’ unaudited interim financial statements for the nine--month period ending on 30

September 2012 (see “Documents incorporated by reference”).

Purpose of the Proforma

Provided in this Section is the Proforma, prepared in accordance with IFRS for the year-to-date ending on 30 September 2012. The purpose of the Proforma is to illustrate the effects of the acquisition by the Company of KGH Group (in this Prospectus referred to as the “Acquisition”). The Acquisition was completed on 24 May 2012 and was financed by the Bond Issue and by the issue of new shares in the Company. The Acquisition is considered to have a substantial effect on the balance sheet and the income statements of KGH Customs.

The comparison between SGAAP and the Proforma (prepared in accordance with IFRS) is provided to demonstrate where significant differences exist between these accounting standards as applied to KGH Customs’ accounts as well as the effect of the Acquisition.

The Proforma does not intend to reflect the results or financial position which would have occurred if the transaction was carried out on the specified date. Further, the Proforma is not necessarily indicative for the future results or financial position of the Group.

Proforma assumptions etcetera

As previously stated, KGH Customs has never published an annual report. Therefore, the Proforma has been prepared in accordance with IFRS to reflect the principles which will be applied by the Company in the annual report for 2012.

The source of the financial information on which the Proforma is based is the unaudited financial information for KGH Customs for the period ended 30 September 2012. In order to keep comparability between the Proforma before the Acquisition on 24 May 2012 and the Proforma after this date, the Proforma builds on KGH Group consolidated statement and the actual outcome in KGH Customs is included in the Proforma adjustments.

When preparing the Proforma, the Company has used the following assumptions:

- The Proforma is based on financial reports for KGH Group according to unaudited management accounts,

- The Bonds issued on 22 May 2012 by KGH Customs are considered to have been issued on 1 January 2011 with unchanged conditions, except that the interest and borrowing costs charge the financial outcome for the period 1 January 2011 until 22 May 2015,

- The acquisition of KGH Group is considered to have been completed on 1 January 2011 with the same purchase sum as the acquisition on 24 May 2012. Allocation and amortisations of intangible assets charge the financial outcome from 1 January 2011.

- Proforma adjustments regarding differences in SGAAP and IFRS have been taken into consideration and no significant differences were identified.

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- In connection with the issuance of the Bond on May 22 2012 all liabilities to external lenders and owners were repaid. The interest of the external loans has been reversed in the Proforma from January 1 2011.

- Adjustments connected to the PPA and conversion to IFRS and adjustments connected to the Bonds and their conditions have been considered to be permanent changes. All other adjustments have been considered temporary.

The sole purpose of the Proforma is to inform and to enlighten facts, and is, in its nature, intended to describe a hypothetical situation and thus it does not serve to describe the Company's actual or expected financial position or result as it would have been if the Acquisition and the adoption of IFRS would

have occurred on the aforementioned dates.

KGH Customs’ accounting principles are included in Appendix 1 to this Prospectus.

22

Proforma KGH Customs AB

Financial information in accordance with IFRS

Income statements –Proforma from KGH Group AB to KGH Customs AB

Nine months ended 2012-09-30

KGH Group

consolidated

statement

KGH

Customs

consolidated

statement

SEK in millions Unaudited Note Adjustment Proforma

Net Sale 350.7 350.7

Other revenue 11.4 11.4

Total revenue 362.1 - 362.1

Personnel expenses (224.4) (224.4)

Other external expenses (86.6) 1 (0.2) (86.8)

Total expenses (311.0) (0.2) (311.2)

Depreciation of tangible and intangible assets (25.9) 2 1.1 (24.8)

Operating profit 25.2 0.9 26.1

Financial income 0.8 0.8

Financial expenses (3.2) 3 (25.6) (28.8)

Value changes (1.9) (1.9)

Results from associated companies - -

Profit before tax 20.9 (24.7) (3.8)

Tax 4 5.1 5.1

Net income 20.9 (19.6) 1.3

Source for unaudited financial information: KGH Group management accounts.

23

Balance sheet (2012-09-30) Proforma

2012-09-30

KGH Group

consolidated

statement

KGH

Customs

consolidated

statement

SEK in millions Unaudited Note Adjustment Proforma

Software 9.3 5 84.0 93.3

Trademark - 82.2 82.2

Customer relations - 6 160.2 160.2

Goodwill 215.4 7 311.4 526.8

Other intangible assets - -

Tangible fixed assets 32.1 - 32.1

Shares in subsidiaries - -

Financial assets 28.4 - 28.4

Accounts receivable 156.7 - 156.7

Other short-term receivable 28.1 - 28.1

Cash and Bank 75.1 8 0.5 75.6

Total assets 545.1

638.3 1 183.4

Equity (183.7) 9 (193.5) (377.2)

Provisions (2.8) - (2.8)

Long-term liabilities 10 (395.1) (395.1)

Short-term liabilities - -

Deferred tax 11 (85.5) (85.5)

Overdraft (9.3) - (9.3)

Advance payments from customers (9.2) - (9.2)

Accounts payable (45.6) - (45.6)

Tax payable (0.5) - (0.5)

Other short-term liabilities (294.0) 12 35.8 (258.2)

Total equity and liabilities (545.1)

(638.3) (1 183.4)

Notes to Proforma - adjustments

1 Other external expenses

Basis of adjustment

The proforma includes the outcome in KGH Customs AB

Calculation of adjustment - temporary adjustment

KGH Customs AB has other costs of SEK 0.2 million YTD Q3

2 Depreciation of tangible and intangible assets

Basis of adjustment

According to IFRS there is no depreciation according to plan on goodwill. The booked depreciation

according to SGAAP is reversed in the proforma. According to IFRS the PPA allocates surplus value to

software, trademark, customer relations, and goodwill and deprecations are only performed on

software and customer relations. The depreciation according to plan on software and customer

relations is added in the proforma.

Calculation of adjustment - permanent change

The reversed depreciation of goodwill and software January 1 2012 - May 24 2012 according to SGAAP is SEK

20.4 million. The depreciation of software and customer relations in the proforma according to IFRS

is SEK -19.3 million. Net adjustment is SEK 1.1 million

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3 Financial expenses

Basis of adjustment

The proforma is prepared as if the Bonds issued on May 22 2012 were issued on January 1 2011.

The interest of the Bonds is calculated in the proforma with the same conditions as the conditions

of the Bonds issued on May 22 2012. The interest of the Bonds is added in the proforma.

The financing costs associated with the issuing of the Bonds are amortized as a financial expense over

the term January 1 2011 - May 22 2015. The external liabilities are eliminated in the proforma and the

interest on these liabilities is reversed.

Calculation of adjustment - permanent change

The interest of the Bonds in the proforma is SEK -27.0 million. The added financing costs YTD Q3 are SEK

-1.5 million. The reversed interest of external loans is 2.9 million. Net adjustment is SEK -25.6 million.

4 Tax

Basis of adjustment

In the PPA deferred tax is calculated, with the actual tax rate 26.3%, in relation to the surplus value of

software and customer relations. The deferred tax is resolved with the same plans as the depreciations

of software and customer relations.

Calculation of adjustment - permanent change

The added deferred tax in the proforma is SEK 5.1 million, which is 26.3 % of the depreciations on software

and customer relations. See note 2.

5 Software

Basis of adjustment

The surplus values in the PPA are allocated according to IFRS to identified assets in the group. The

depreciation according to SGAAP is reversed.

Calculation of adjustment - permanent change

The value of software in the PPA is SEK 93.4 million. The accumulated depreciation of software in the 2011-

proforma is SEK -5.2 million and depreciations YTD Q3 in SEK -4.7 million. The reversed depreciation according to

SGAAP is SEK 0.5 million. Net adjustment SEK 84.0 million.

6 Customer relations

Basis of adjustment

The surplus values in the PPA are allocated according to IFRS to identified assets in the group.

Calculation of adjustment - permanent change

The value of the trademark is SEK 82.2 million

7 Goodwill

Basis of adjustment

The surplus values in the PPA are allocated according to IFRS to identified assets in the group.

The depreciation according to SGAAP is reversed.

Calculation of adjustment - permanent change

The value of goodwill is SEK 249.0 million and the reversed depreciation according to SGAAP in 2011 is SEK 42.5

million and YTD Q3 is SEK 19.8 million. Net adjustment SEK 311.4 million.

25

8 Cash and bank

Basis of adjustment

The proforma adds KGH Customs AB January 1 2011 with the opening balance on May 24 2012.

Calculation of adjustment - temporary adjustment

Net adjustment SEK 0.5m matches the cash and bank on May 24 2012.

9 Equity

Basis of adjustment

The proforma adds KGH Customs AB January 1 2011 with the opening balance on May 24 2012.

The equity of KGH Group AB is eliminated according to the PPA.

Calculation of adjustment - temporary adjustment

The equity in KGH Customs AB YTD Q3 is SEK -344.0m. The eliminated equity is SEK 138.5m.

The accumulated adjustments in the 2011- proforma is SEK 6.1m and the adjustments in the proforma

YTD Q3 is SEK 5.9m Net adjustment SEK -193.5m.

10 Long-term liabilities

Basis of adjustment

The proforma adds the Bonds January 1 2011 with the same conditions as the issue of the Bonds on

May 22 2012. The financing costs associated with the issuing of the Bonds decrease the long-term

liabilities and are amortized over the term January 1 2011 - May 22 2015.

Calculation of adjustment - permanent change

The accumulated financing costs in the 2011- proforma is SEK -1.9m and the added financing cost

YTD Q3 is SEK -1.5m, see note 3. The Bonds are added with SEK -391.7. Net adjustment SEK -395.1m.

11 Deferred tax

Basis of adjustment

In the PPA deferred tax is calculated, with the actual tax rate 26.3%, in relation to the surplus value of

software and customer relations. The deferred tax is resolved with the same plans as the depreciations

of software and customer relations.

Calculation of adjustment - permanent change

The accumulated adjustment in deferred tax in the 2011- proforma is SEK 6.7m. The PPA allocates SEK -97.3m

and the adjusted deferred tax YTD Q3 is SEK 5.1m, see note 4. Net adjustment SEK -85.5m.

12 Other short-term liabilities

Basis of adjustment

The adjustments of interest in the proforma is booked as an accrued expense in other short-term

liabilities. The intra group liability in KGH Group AB to KGH Customs AB is eliminated in this item.

Calculation of adjustment - temporary adjustment

Adjusted interest in the 2011- proforma is SEK -28.8m. The adjusted interest YTD Q3 is -SEK 24.1m, see

note 3. The accrued cost in note 1 is SEK -0.2m and the intra-group liability is SEK 88.9m.

Net adjustment SEK 35.8m.

26

Auditors report regarding Proforma Accounts

To the Board of directors of KGH Customs AB

We have examined the Proforma Accounts shown on pages 22-25 KGH Customs AB’s prospect dated March 7 2013. The Proforma accounts are made according to IFRS.

The Proforma Accounts have been issued only with the intention to provide information of how the acquisition of KGH Group AB as per May 24, 2012 and the issue of bonds as per May 22, 2012 would have affected the Consolidated Balance Sheet of KGH Customs AB as per September 30, 2012, and the Consolidated Income Statement of KGH Customs AB for the period of nine-month period ending September 30, 2012, if these transactions had taken place as per January 2011.

The Board of directors’ and the CEO’s responsibility for the financial reports

It is the responsibility of the board of directors and the CEO to issue Proforma Accounts in accordance with to the demands in the Prospect Regulation 809/2004/EG (prospektförordningen 809/2004/EG).

Auditors responsibility

It is our responsibility to make a statement according to enclosure II item 7 in the Prospect Regulation 809/2004/EG (bilaga II p 7 i prospektförordningen 809/2004/EG). We do not have any obligation to make any other statement regarding the Proforma Accounts or of any of its contents. We do not take any responsibility for such financial information that has been used in the combining of the Proforma Accounts other than the responsibility we have regarding the auditors reports concerning historical financial information issued by us previously.

Work performed

We have made our work according to the recommendations by the Institute of Chartered Accountants in Sweden Far RevR 5 Examination of prospectus (Fars Rekommendation RevR 5 Granskning av prospekt). Our work, which did not include an independent audit of supporting financial information, has mainly consisted in comparison between the non-adjusted financial information with information from sources, assessments of supporting documentation to the Proforma Accounts adjustments and to discuss the Proforma Accounts with the Management.

We have planned and made this work to receive the information and the explanations we consider to be of importance to, with high but not absolute certainty, ascertain ourselves that the Proforma Accounts has been made according to the conditions set out on pages 20-21.

Statement

We have the opinion that the Proforma Accounts has been compiled in a correct way as declared in pages 20-21 and according to the accounting principles used by the company.

Stockholm March 7, 2013

Kent Lindholm

Authorized Public Accountant

27

Legal information and supplementary information

Material agreements

There are no material agreements outside of the ordinary course of business. Litigation

On 23 September 2008, the Danish Customs Authority inspected five freight containers carrying goods with customs declarations from KGH Customs Services ApS. The Danish Customs Authority claimed that i) the customs value was DKK 3.7 million rather than the declared DKK 0.3 million, and that ii) it was not verified that the final destination was Poland as declared. This resulted in an increase in import duties of DKK 0.4 million and an increase in VAT charges of DKK 1.0 million, for KGH Customs Services ApS. KGH Customs Services ApS unsuccessfully appealed this decision. A new appeal has been submitted in which KGH Customs Services ApS claims for the VAT charges to be tax deductible. This appeal is currently pending and the final decision may be reached in 2013. The Company believes that the probability of a negative outcome of this litigation is high, which could result in a cash outflow of DKK 1.4 million. A provision of DKK 1.4 million for this contingency was made in the fiscal year of 2011. During April and May 2009, KGH Belgium NV was instructed by the forwarder Flexitrans BV to make clearances on six shipments containing normal cargo. During an inspection, the customs found that two of the containers contained non-declared cigarettes. A full investigation regarding the cargo shipped via Flexitrans BV was then initiated by the customs, which found that the remaining four containers were removed from the storage under customs warehouse procedure4 without the knowledge of either the customs or KGH Belgium NV. An extended investigation was started by the customs covering all parties involved in the supply chain of these containers, including KGH Belgium NV, which had carried out the customs clearance. KGH Belgium NV was originally prosecuted together with its employee for possible involvement in the case, but after negotiations, the customs agreed to withdraw the prosecution towards KGH Belgium NV. One condition for the withdrawal was that KGH Belgium NV provided a EUR 500,000 guarantee to cover the environmental taxes and duties that were withheld in the declaration made by the employee on behalf of KGH Belgium NV. The EUR 500,000 has not had any effect on the income statement but on the cash flow statement of the Group. The guarantee is booked as a short term receivable and will be repaid to the Company in the case of a positive verdict for the employee of KGH Belgium NV. The first trial turned out with a negative verdict for the employee. However, the case is appealed and a new trial will probably take place in the first six months of 2013. The lawyers of KGH Belgium NV estimate that there is a good chance that the final verdict will be in favour of the employee of KGH Belgium NV, as they have identified weaknesses in the first verdict. Except for the above mentioned litigations, the Company is not currently, and has not within the last twelve months been, subject to any material court or administrative proceedings which could have a significant effect on the Company’s or the Group's financial position or profitability. Further, the Company is not aware of any legal proceedings or arbitration proceedings that could arise and which could have a significant effect on the Company’s or the Group's financial position or profitability. Credit rating

Neither the Company nor the Bonds have a credit rating from an international credit rating institute.

4 Customs warehouse means that goods is not cleared when it crosses the border but instead is transported into the country to a

warehouse which is verified and is cleared when it is transported from the warehouse.

28

Documents incorporated by reference

In this Prospectus the following documents are incorporated by reference. The documents have been made public and have been handed in to the Swedish Financial Supervisory Authority.

Financial information relating to KGH Customs

Financial information regarding KGH Customs (and its subsidiaries) and KGH Customs’ (and its subsidiaries’) business, for the financial period ended 30 September 2012

KGH Customs’ consolidated quarterly report for the financial period ended 30 September 2012

Financial information regarding KGH Group (and its subsidiaries) and KGH Group’s (and its subsidiaries’) business, for the financial year ended 31 December 2010

KGH Group’s consolidated annual report for financial year ended 31 December 2010

Financial information regarding KGH Group (and its subsidiaries) and KGH Group’s (and its subsidiaries’) business, for the financial year ended 31 December 2011

KGH Group’s consolidated annual report for financial year ended 31 December 2011

Auditor’s report for the financial year ended 31 December 2010

KGH Group’s consolidated annual report for financial year ended 31 December 2010

Auditor’s report for the financial year ended 31 December 2011

KGH Group’s consolidated annual report for financial year ended 31 December 2011

Investors should read all information which is incorporated in the Prospectus by reference. The documents can be obtained in paper format at the Company’s head office.

29

Documents available for inspection

Copies of the following documents can be obtained from the Company in paper format during the validity period of the Prospectus at the Company’s head office.

- The memorandum and articles of association of the Company - All documents which – by reference – are a part of the Prospectus

30

Terms and Conditions for the Bonds

TERMS AND CONDITIONS FOR KGH CUSTOMS AB (PUBL) MAXIMUM SEK 400,000,000

9.0% BONDS 2012/2015

ISIN SE0004549988

Dated 22 May 2012

THE DISTRIBUTION OF THIS DOCUMENT AND THE PRIVATE PLACEMENT OF THE

BONDS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO

WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE COMPANY TO

INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH RESTRICTIONS.

THE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.

SECURITIES ACT OF 1933, AS AMENDED, AND ARE SUBJECT TO U.S. TAX LAW

REQUIREMENTS. THE BONDS MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN

THE UNITED STATES OF AMERICA OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.

PERSONS.

TERMS AND CONDITIONS FOR

KGH CUSTOMS AB (PUBL)

MAXIMUM SEK 400,000,000

9.0% BONDS

2012/2015

1 Definitions

For the purpose of these Terms and Conditions the following definitions shall apply:

“Account Operator” means a bank or other party duly authorised to operate as an account operator pursuant to the Swedish Financial Instruments Accounts Act (Sw. lag (1998:1479) om kontoföring av finansiella

instrument) and through which a Holder has opened a Securities Account in respect of the Bonds;

“Additional Facility” means any facility or loan agreement entered into by any Group Company and any addendum to the Existing Facility entered into by any Group Company which increases the facility under the Existing Facility;

“Banking Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Stockholm;

“Bond” means a debt instrument of the type set forth in Chapter 1 Section 3 of the Swedish Financial Instruments Accounts Act and which has been issued by the Company pursuant to these Terms and Conditions;

“Bond Trustee” means the agent and security trustee under these Terms and Conditions and the Escrow Account Pledge from time to time; initially Swedish Trustee AB (publ), reg. no. 556882-1879 c/o Stiftelsen Ackordcentralen, Strandvägen 35, 114 56 Stockholm;

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“Book Equity” means the consolidated book-value of the Group’s aggregate shareholders’ equity according to the latest Financial Report;

“Change of Control Event” means the occurrence of an event or series of events whereby one or more persons, not being the present shareholders or the shareholders after a Reorganisation, acting together, acquire control over the Company and where “control” means (i) acquiring or controlling, directly or indirectly, more than 50% of the voting shares of the Company, or (ii) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Company;

“Company” means KGH Customs AB (publ), reg. no. 556870-4612, Skandiahamnen Sydatlanten 6, 403 36 Gothenburg, Sweden;

“Compliance Certificate” means a certificate, in form and substance satisfactory to the Bond Trustee, signed by two authorised signatories of the Company on its behalf, and, if relevant, accompanied by a report setting out the calculations relating to the compliance certificate, certifying that (i) so far as it is aware no event which would entitle the Bond Trustee to declare the Bonds due and payable is outstanding or, if it is aware that such event is outstanding, specifying the event and steps if any, being taken to remedy it, and/or (ii) the Incurrence Test has been fulfilled (if relevant);

“Conditions Precedent for

Disbursement” means the conditions precedent for disbursement set out in Section 13.1;

“Conditions Subsequent” means the conditions subsequent set out in Section 13.2;

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“Costs” means the transaction costs payable by the Company to the Issuing Agent for services provided in relation to the placement and issuance of the Bonds;

“CSD” means the Company’s central securities depository and registrar in respect of the Bonds from time to time, initially Euroclear;

“Early Redemption Date” means any Banking Day after 22 May 2012, but before the Final Redemption Date;

“Early Redemption Amount” means 110.00 per cent. of the Nominal Amount if the Early Redemption Date occurs during the period 23 May 2012 – 22 May 2013, 105.00 per cent. of the Nominal Amount if the Early Redemption Date occurs during the period 23 May 2013 – 22 November 2013, 104.00 per cent. of the Nominal Amount if the Early Redemption Date occurs during the period 23 November 2013 – 22 May 2014, 103.00 per cent. of the Nominal Amount if the Early Redemption Date occurs during the period 23 May 2014 – 22 November 2014 and 102.00 per cent. of the Nominal Amount if the Early Redemption Date occurs during the period 23 November 2014 – 21 May 2015;

“EBITDA” means, in respect of the Relevant Period, the consolidated profit of the Group from ordinary activities according to the latest Financial Report:

(a) before deducting any amount of tax on profits, gains or income paid or payable by any member of the Group;

(b) before deducting any Finance Charges;

(c) not including any accrued interest owing to any member of the Group;

(d) before taking into account any extraordinary items in accordance with IFRS and adjusted for items regarding non recurrent activities relating to special projects (for 2011 the

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amount of such non recurrent activities was equal to SEK 7,500,000);

(e) before taking into account any unrealized gains or losses on any derivative instrument (other than any derivative instruments which is accounted for on a hedge account basis);

(f) after adding back or deducting, as the case may be, the amount of any loss or gain against book value arising on a disposal of any asset (other than in the ordinary course of trading) and any loss or gain arising from an upward or downward revaluation of any asset;

(g) after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Group which is attributable to minority interests;

(h) plus or minus the Group’s share of the profits or losses of entities which are not part of the Group; and

(i) after adding back any amount attributable to the amortization or depreciation of assets of members of the Group;

“Escrow Account” means the Company’s bank account with account number 5001-11 364 64 held with SEB, into which the Net Proceeds from the Bonds shall be transferred on the Issue Date and which has been pledged in favour of the Holders under the Escrow Account Pledge;

“Escrow Account Pledge” means the pledge agreement between the Company and the Bond Trustee in respect of a first priority pledge over the Escrow Account and all funds held on the Escrow Account from time to time, entered into on or about the Issue Date, in favour of the Holders;

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“Euroclear” means Euroclear Sweden AB, reg. no. 556112-8074, P.O. Box 191, 101 23 Stockholm; the initial CSD of the Company;

“Exercise Period” has the meaning set forth in Section 15.2;

“Existing Bank Loans” means all loan and facility agreements which, on the Issue Date, have been entered into by any Group Company with SEB, except for the Existing Facility;

“Existing Facility” means the facility agreement between KGH Group AB, 556726-9658, and SEB, dated 31 May 2010, regarding a facility of SEK 40,000,000;

“Existing Security” means the floating charges amounting to SEK 51,900,000 relating to KGH Customs Services AB and KGH Fastigheter AB pledged by the respective companies to SEB and the receivables pledge amounting to NOK 20,000,000 pledged by KGH Customs Services AS to SEB in relation to the financial arrangements covered by the SEB Arrangements;

“Existing Shareholder Loans” means the shareholder loans taken up by KGH Group AB from certain of its shareholders, which on 30 April 2012 amounted to SEK 43,425,648 including accrued interest;

“Final Redemption Date” means 22 May 2015;

“Finance Charges” means, for the Relevant Period, the aggregate amount of the accrued interest, commission, fees, discounts, payment fees, premiums or charges and other finance payments in respect of Indebtedness whether paid, payable or capitalized by any member of the Group according to the latest Financial Report (calculated on a consolidated basis);

“Financial Report” the Group’s annual audited financial statements and quarterly interim unaudited reports, which shall be prepared and made available according to Section 12.1 (l) and 12.1 (m);

“Future Shareholder Loans” means any shareholder loan taken up by the Company in relation to its shareholders at that time;

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“Group” means the Company and all its Subsidiaries from time to time and “Group Company” means the Company or any of its Subsidiaries;

“Guarantees” means (a) any guarantee issued by a Group Company, or provided by such Group Company in any other way (including by way of purchasing, or providing back to back arrangements for, such guarantees from a third party), in the ordinary course of its business in relation to any customs in any country, and (b) any guarantee issued by the Company or by any other Group Company in relation to the guarantees mentioned under (a) above;

“Holder” means a person registered on a Securities Account as holder or otherwise entitled to receive payment in respect of a Bond;

“Incurrence Test” means that the ratio of Net Interest Bearing Debt to EBITDA is not greater than 4.5 and that the Interest Coverage Ratio exceeds 2.25;

“Indebtedness” means any indebtedness in respect of:

(a) the principal amount outstanding in respect of any monies borrowed or raised;

(b) the principal amount outstanding in respect of any Market Loan including, without limitation, pursuant to the Bonds;

(c) any net liability incurred under interest rate management agreements;

(d) any guarantee or other assurance against financial loss in respect of a type referred to in the above items; and

(e) any counter indemnity obligation in respect of a guarantee, indemnity, bond standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

“Interest Coverage Ratio” means the ratio of EBITDA to Net Finance Charges;

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“Interest Payment Date” means 22 November 2012, 22 May 2013, 22 November 2013, 22 May 2014, 22 November 2014 and 22 May 2015 (the first time on 22 November 2012 and the last time on the Final Redemption Date);

“Interest Rate” means 9.0 per cent. per annum;

“Issue Date” means 22 May 2012;

“Issuing Agent” means the Company’s issuing agent from time to time; initially Pareto Öhman AB, reg. no. 556206-8956, P.O. Box 7415, 103 91 Stockholm;

“Market Loan” means any loan or other indebtedness where an entity issues commercial papers, certificates, subordinated debentures, bonds or any other securities in relation to the loan or other indebtedness (including, for the avoidance of doubt, medium term note programmes and other market funding programmes), if such securities are or can be subject to trade on OMX or any other regulated or unregulated recognized market place;

“Material Adverse Effect” means a material adverse effect on (a) the business, financial condition or operations of the Company and/or the Group taken as a whole, (b) the Company’s ability to perform and comply with its obligations under the Terms and Conditions, or (c) the validity or enforceability of the Terms and Conditions;

“Material Group Company” means the Company or a Subsidiary representing more than 2.5 per cent. of the total assets of the Group on a consolidated basis according to the latest Financial Report;

“Net Finance Charges” means, for the Relevant Period, the Finance Charges according to the latest Financial Report after deducting any interest payable for that Relevant Period to any member of the Group and any interest income relating to any cash or cash equivalent investment;

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“Net Interest Bearing Debt” means the aggregate interest bearing debt less cash and cash equivalents of the Group according to the latest Financial Report (excluding interest bearing debt borrowed from any Group Company);

“Net Proceeds” means the proceeds from the issuance of the Bonds after deduction has been made for the Costs;

“Nominal Amount” has the meaning set forth in Section 2.1;

“OMX” means NASDAQ OMX Stockholm AB, reg. no. 556383-9058, 105 78 Stockholm;

“Payment Responsibility” means a payment responsibility assumed by any Group Company in the ordinary course of its business on behalf of importers or exporters when goods are declared for import or export;

“Permitted Debt” means any Indebtedness (i) incurred as a result of any Group Company acquiring another entity and which is due to that such acquired entity holds Indebtedness, provided that the Incurrence Test is fulfilled after including the acquisition (applying the consolidated EBITDA and Net Interest Bearing Debt of the Group after such acquisition) in the calculation of the Incurrence Test, (ii) related to any Group Company’s lease agreements, leasing agreements or hedging agreements, provided that such Indebtedness is incurred in the ordinary course of such Group Company’s business, (iii) under all Guarantees, (iv) related to any Group Company having assumed a Payment Responsibility, (v) under the Existing Facility or according to any Additional Facility, if the aggregate facility and/or loan amount under the Existing Facility and the Additional Facility does not exceed SEK 100,000,000, and (vi) incurred in relation to general day to day banking services;

“Permitted Payment” means (i) a Restricted Payment made to the Company or to any of its wholly-owned Subsidiaries, or (ii) a Restricted Payment if, at the time of the payment, the aggregate amount of all Restricted Payments of the Group in any fiscal year (including

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the Restricted Payment in question) does not exceed 50 per cent. of the Group’s consolidated net profit for the previous fiscal year and if the Incurrence Test is fulfilled after including the Restricted Payment (calculated on a pro forma basis) in the calculation of the Incurrence Test;

“Put Option” has the meaning set forth in Section 15.1;

“Put Option Redemption Amount” has the meaning set forth in Section 15.1;

“Record Date” means the fifth Banking Day prior to a payment date or, if at the relevant time another Banking Day is generally applied in the Swedish bond market as record date for such payment, such other Banking Day;

“Redemption Date” means the Final Redemption Date or such earlier date that may be the case pursuant to the provisions in Section 8 (Early redemption by request of the Company) and 14 (Acceleration of the Bonds);

“Relevant Action” has the meaning set forth in Section 16.1 (d);

“Relevant Period” means each period of twelve (12) consecutive months;

“Reorganisation” means any transfer of shares in the Company in direct relation to or as a consequence of a reorganisation of Procuritas Capital Investors III A LP’s or Procuritas Capital Investors III B LP’s ownership in the Company, including but not limited to, (a) the transfer of such shares to any funds, limited liability companies or other entities which have the same general partner, manager or adviser which controls, is controlled by, is under common control with or has substantially similar shareholders as the general partner, manager or adviser of Procuritas Capital Investors III A LP or Procuritas Capital Investors III B LP, or (b) the transfer of such shares to any direct or indirect owners of Procuritas Capital

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Investors III A LP or Procuritas Capital Investors III B LP;

“Restricted Payment” has the meaning set forth in Section 12.1 (a);

“SEB” means Skandinaviska Enskilda Banken AB (publ), reg. no. 502032-9081;

“SEB Arrangements” means the SEB financial arrangements relating to the Existing Facility, certain hedging arrangements, certain Guarantees and other general day to day banking services, covered by the covenants letter entered into on or about the Issue Date between KGH Group AB and SEB;

“Securities Account” means a securities account (Sw. vp-konto) in which each Holder’s holding of Bonds is registered;

“SEK” means the lawful currency for the time being in the Kingdom of Sweden;

“Share Purchase Agreements” means the agreements between certain of the shareholders in KGH Group AB and the Company, entered into on or about the Issue Date, regarding the transfer of certain shares in KGH Group AB to the Company;

“Share Sale and Subscription

Agreement” means the share sale and subscription agreement between certain shareholders in KGH Group AB and the Company, entered into on or about the Issue Date, regarding participation in a non-cash issue in the Company and regarding the transfer of certain shares in KGH Group AB to the Company;

“Subsidiaries” means a subsidiary under Chapter 1, Section 11, of the Swedish Companies Act (Sw. aktiebolagslagen

(2005:551)) (or under such other provision as may replace this provision);

“Transfer Documents” means (i) the Share Purchase Agreements, (ii) the Share Sale and Subscription Agreement, (iii) a director and management ownership agreement, entered into on or about the Issue Date, relating to

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the ownership of the Company after the restructuring of the Group, and (iv) the Waiver Letter;

“Voting List” has the meaning set forth in Section 17; and

“Waiver Letter” means the waiver and release letter, dated 2 May 2012, from SEB confirming that the bank will release, with no remaining obligations of the Group Companies, all security and all guarantees provided by any Group Company to SEB, except for the Existing Security and any guarantees in relation to the SEB Arrangements.

2 The amount of the Bonds and undertaking to make payments

2.1 The aggregate amount of the bond loan will be an amount of up to SEK four hundred million (400,000,000) and will be represented by Bonds, each of a nominal amount of SEK one million (1,000,000) or full multiples thereof (the “Nominal Amount”). The ISIN for the Bonds is SE0004549988.

2.2 The minimum permissible nominal amount investment in connection with the issuance of the Bonds is SEK one million (1,000,000).

2.3 The Company undertakes to repay the Bonds, to pay interest and to otherwise act in accordance and comply with these Terms and Conditions.

2.4 The Company may choose not to issue the full amount of Bonds at the Issue Date and may in such case choose to issue the remaining amount of Bonds at one or more subsequent dates.

2.5 The purpose of the bond loan is recapitalisation of the Group, where the Net Proceeds of the issuance of the Bonds shall be used by the Company to finance its purchase of shares in KGH Group AB under the Share Purchase Agreements and the Share Sale and Subscription Agreement, to repay the Existing Shareholder Loans, to repay the Existing Bank Loans, to pay the transaction costs in relation to the Bonds and for general corporate purposes.

2.6 The Net Proceeds shall be transferred to the Escrow Account by the Issuing Agent on the Issue Date. For the purpose of securing that the Net Proceeds will be used by the Company in accordance with Section 2.5, the Escrow Account has been pledged in favour of the Holders under the Escrow Account Pledge until the Conditions Precedent for Disbursement and the Conditions Subsequent have been fulfilled.

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3 Status

The Bonds constitute direct, unconditional, unsubordinated and, except for the Escrow Account Pledge, unsecured obligations of the Company and shall at all times rank pari

passu without any preference among them.

4 The Bonds and transferability

4.1 Each Holder is bound by these Terms and Conditions without there being any further actions required to be taken or formalities to be complied with.

4.2 The Bonds are freely transferable. All Bond transfers are subject to the terms of these Terms and Conditions and these Terms and Conditions are automatically applicable in relation to all Bond transferees upon completed transfer.

4.3 Holders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Holder may be subject (due e.g. to its nationality, its residency, its registered address or its place(s) for doing business). Each Holder must ensure compliance with local laws and regulations applicable at own cost and expense.

4.4 The Bonds have not been registered under the US Securities Act and the Company is under no obligation to arrange for registration of the Bonds under the US Securities Act or under any other law or regulation.

5 Bonds in electronic book-entry form

5.1 The Bonds will be issued in accordance with the Financial Instruments Accounts Act in electronic book-entry form and will be registered on behalf of the Holders on a Securities Account. No physical notes will be issued. Registration requests relating to the Bonds shall be directed to an Account Operator. Those who, according to assignment, pledge, the provisions of the Swedish Children and Parents Code (Sw. Föräldrabalken 1949:381), conditions of will or deed of gift or otherwise have acquired a right to receive payments in respect of a Bond shall register their entitlement to receive payment in accordance with the Swedish Financial Instruments Accounts Act.

5.2 The Company shall be entitled to obtain information from the register kept by the CSD in respect of the Bonds (Sw. skuldbok). At the request of the Bond Trustee or the Issuing Agent, the Company shall request and provide such information to the Bond Trustee or the Issuing Agent or provide the Bond Trustee or the Issuing Agent with a power of attorney to obtain the relevant information.

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6 Payments of principal and interest

6.1 Payment of the Nominal Amount and/or interest will be made to the person who is a Holder on the Record Date immediately preceding the relevant payment date.

6.2 If a Holder has registered, through an Account Operator, that capital and interest shall be paid to a designated bank account, such payment will be effected by the CSD on the relevant payment date. In other cases, payments will be transferred by the CSD to the Holder at the address registered with the CSD on the Record Date. If a day on which an amount becomes due and payable is not a Banking Day the amount will be deposited or transferred the next following Banking Day. However, interest only accrues up to and including the relevant due date. Should the CSD, due to a delay on behalf of the Company or some other obstacle, not be able to effect the payment of any amounts according to the aforesaid, the CSD will pay such amount to the Holders as soon as possible after such obstacle has been removed. For the avoidance of doubt, payment will be made to the person registered as Holder on the Record Date immediately preceding the actual payment date.

6.3 If a person to whom payment has been made in accordance with the above was not entitled to receive such payment, the Company and the CSD shall nevertheless be deemed to have fulfilled their obligations, provided that the Company and/or the CSD did not have knowledge that such payment was made to a person not entitled to receive such amount and provided that the Company and/or the CSD acted with normal care.

6.4 The Company may not apply or perform any counterclaims or set-off against any payment obligations under these Terms and Conditions.

7 Redemption at maturity

The Company shall redeem all outstanding Bonds at the Nominal Amount on the Final Redemption Date.

8 Early redemption by request of the Company

8.1 All Bonds, but not only some, can be redeemed early at the option of the Company on any Early Redemption Date. The Company can exercise its option by giving the Holders not less than thirty (30) days’ notice in accordance with Section 22. The notice shall be irrevocable and state the Early Redemption Date and the relevant Record Date.

8.2 The Bonds shall be redeemed at the Early Redemption Amount together with accrued interest in accordance with Section 9 from, but excluding, the preceding Interest Payment Date up to and including the relevant Early Redemption Date.

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9 Interest

The Bonds will bear interest at the Interest Rate applied to the Nominal Amount from, but excluding, the Issue Date up to, and including, the Redemption Date. The interest will be paid in arrears on each Interest Payment Date and shall be calculated on a 30/360-days basis.

10 Default interest

10.1 If the Company fails to pay any amount due under these Terms and Conditions, the Company shall pay default interest on such amount at a rate corresponding to the Interest Rate plus two (2) per cent., from, but excluding, the date such payment was due up to and including the date of actual payment. Accrued default interest shall not be capitalized.

10.2 If the delay is due to an existence of an obstacle for the Company, the Bond Trustee, the CSD or the Issuing Agent respectively as set out in Section 24.1 the default interest shall not exceed the relevant Interest Rate.

11 The Company’s and the other Group Companies’ purchase of Bonds

11.1 The Company and any of the other Group Companies may at any time purchase Bonds on the market or in any other way. The Bonds held by the Company or any of the other Group Companies, or surrendered by any of the other Group Companies, to the Company may at the Company’s or any of the other Group Companies’ discretion, as applicable, be retained or sold or, if held by the Company, be cancelled.

11.2 Bonds held by the Company and by any of the other Group Companies will cease to carry the right to attend and vote at the Holder’s meetings and will not be taken into account, inter alia, for the purposes of Section 17.

12 Special undertakings

12.1 So long as any Bonds remain outstanding, the Company undertakes:

(a) not to, and to procure that none of its Subsidiaries, for any year (i) pay any dividend on shares, (ii) repurchase any of its own shares, (iii) redeem its share capital or other restricted equity with repayment to shareholders, or (iv) make any other similar distribution to the shareholders of the Company or the respective Subsidiary ((i), (ii), (iii) and (iv) are together and individually referred to as a “Restricted Payment”), provided however that any Restricted Payment can be made which is a Permitted Payment;

(b) to ensure that the ratio of Net Interest Bearing Debt to EBITDA is not greater than 5.5 and that the Interest Coverage Ratio always exceeds 2.0;

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(c) to ensure that the ratio of Net Interest Bearing Debt to Book Equity is not greater than 2.5;

(d) not to, and to procure that none of its Subsidiaries, incur additional Indebtedness (including, for the avoidance of doubt, any Market Loans and Future Shareholder Loans), provided however that (a) the Company has a right to (i) incur additional Indebtedness if the Incurrence Test is fulfilled, after including the additional Indebtedness (calculated on a pro forma basis) in the calculation of the Incurrence Test, and if such additional Indebtedness rank pari

passu or is subordinated to the Bonds, and (ii) incur Permitted Debt, and (b) the Subsidiaries have a right to incur Permitted Debt. Further, the Company and any of its wholly-owned Subsidiaries have a right to incur additional Indebtedness if such Indebtedness has been taken up from the Company or any of its wholly-owned Subsidiaries;

(e) to procure that no substantial change is made to the general nature of the business carried on by the Group Companies;

(f) to ensure that the Bonds are listed at the corporate bond list on OMX not later than one (1) year after the Issue Date and to take all measures required to ensure that the Bonds continue being listed on OMX for as long as any Bonds are outstanding (however, taking into account the rules and regulations of OMX and the CSD (as amended from time to time) preventing trading in the Bonds in close connection to the redemption of the Bonds);

(g) to ensure that the facility under the Existing Facility is not utilized and remains undrawn during the period from the issuance of the Bonds up until the fulfilment of the Conditions Precedent for Disbursement and that, as of the Issue Date, no agreement regarding any Additional Facility has been entered into;

(h) not to issue any Market Loans other than Market Loans (i) with an equal priority to the Bonds or which are subordinated to the Bonds and provided that such Market Loans have a final redemption date or, when applicable, early redemption dates or instalment dates which occur after the Final Redemption Date, or (ii) if the net proceeds from such Market Loans shall be, and is, used by the Company to redeem all Bonds;

(i) not to, and to procure that its Subsidiaries do not, provide, prolong or renew any guarantee or security over any of its/their assets (present or future) to secure any loan or other indebtedness, provided however that the Company and the Subsidiaries have a right to (i) provide, prolong and renew any Guarantees and any guarantee or security (including the Existing Security) in relation to

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any Additional Facility, and (ii) provide, prolong and renew any guarantee and provide, prolong and renew the Existing Security in relation to any indebtedness which relates to the SEB Arrangements. Further, the Company and the Subsidiaries have a right to provide, prolong and renew any guarantee or security arising by operation of law or in the ordinary course of business (including collateral or retention of title arrangements in connection with credit purchases of goods and services);

(j) to ensure that, at all times, its obligations under these Terms and Conditions rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except those creditors whose claims are mandatorily preferred by laws of general application to companies;

(k) to ensure that, at all times, its obligations under any Future Shareholder Loans are subordinated to its obligations under these Terms and Conditions and that no repayment of any such loan is made prior to the repayment of the Bonds;

(l) to prepare and make available the annual audited consolidated financial statements of the Group, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Company’s board of directors, on its website not later than 120 days after the expiry of each financial year. When the Bonds have been listed, the report shall be prepared in accordance with IFRS and made available in accordance with the rules and regulations of OMX (as amended from time to time) and the Swedish Securities Market Act (Sw. lag (2007:528) om

värdepappersmarknaden);

(m) to prepare and make available the quarterly interim unaudited consolidated reports of the Group, including a profit and loss account, a balance sheet, a cash flow statement and management commentary or report from the Company’s board of directors, on its website not later than 90 days after the expiry of each relevant interim period. When the Bonds have been listed, the report shall be prepared in accordance with IFRS and made available in accordance with the rules and regulations of OMX (as amended from time to time) and the Swedish Securities Market Act; and

(n) not later than within twenty (20) days from the Bond Trustee’s request issue a Compliance Certificate.

12.2 The Bond Trustee is entitled to, on behalf of the Holders, waive, partly or in full, the provisions in Section 12.1 if satisfactory collateral or other security arrangements, in the Bond Trustee’s absolute discretion, are provided in respect of the Company’s proper discharge of its obligations under the Bonds.

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13 Conditions Precedent for Disbursement and Conditions Subsequent

13.1 The Bond Trustee’s approval of the disbursement from the Escrow Account of the Net Proceeds will be subject to the following documents being received by the Bond Trustee, in form and substance satisfactory to it:

(a) documentation evidencing that (i) the transfer of all shares in KGH Group AB to the Company are included by either the Share Purchase Agreements or the Share Sale and Subscription Agreement, and (ii) that there are no conditions for the consumation of the Share Purchase Agreements and the Share Sale and Subscription Agreement outstanding except for the payment of the purchase price under the Share Purchase Agreements and the Share Sale and Subscription Agreement and the delivery of shares in the Company under the Share Sale and Subscription Agreement;

(b) duly executed copies of the Transfer Documents;

(c) documentation evidencing that the amounts to be released from the Escrow Account will be applied towards (i) payment of the shares to be purchased by the Company under the Share Purchase Agreements and the Share Sale and Subscription Agreement, (ii) repayment of the Existing Shareholder Loans, (iii) repayment of the Existing Bank Loans, and (iv) payment of transaction costs in relation to the issuance of the Bonds; and

(d) documentation evidencing that the Existing Facility has been undrawn during the period from the issuance of the Bonds up until the fulfilment of the Conditions Precedent for Disbursement.

When the conditions set out in this Section have been fulfilled, the Bond Trustee shall instruct SEB to transfer funds from the Escrow Account for the purpose of (i) payment of the shares to be purchased by the Company under the Share Purchase Agreements and the Share Sale and Subscription Agreement, (ii) repayment of the Existing Shareholder Loans, (iii) repayment of the Existing Bank Loans, and (iv) payment of transaction costs in relation to the issuance of the Bonds.

13.2 The Company shall, as soon as possible after the Conditions Precedent for Disbursement have been fulfilled and the payments from the Escrow Account have been made, but not later than 30 June 2012, provide to the Bond Trustee evidence, in form and substance satisfactory to the Bond Trustee, showing that the following actions have been taken or that the following events have occurred:

(a) that all Existing Shareholder Loans have been fully repaid;

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(b) that all shares in KGH Group AB have been transferred to the Company and that the Company is recorded in the share register of KGH Group AB as the owner of all shares in KGH Group AB;

(c) that the Existing Bank Loans have been fully repaid; and

(d) that all security and all guarantees provided by any Group Company to SEB, except for the Existing Security and any guarantees in relation to the SEB Arrangements, have been released with no remaining obligations of the Group Companies.

13.3 When the conditions set out in Section 13.1 and 13.2 above have been fulfilled, the Bond Trustee shall release the Escrow Account Pledge. When the Escrow Account Pledge has been released, the Company may use any remaining Net Proceeds from the issuance of the Bonds for any purpose set out in Section 2.5.

14 Acceleration of the Bonds

14.1 The Bond Trustee is entitled, on behalf of the Holders, to terminate the Bonds and to declare all but not only some of the Bonds due for payment immediately or at such later date as the Bond Trustee determines (such later date not being a date falling later than twenty (20) Banking Days from the date on which the Bond Trustee made such declaration), if (as notified by the Company or otherwise determined by the Bond Trustee (acting reasonably)):

(a) the Company fails to pay an amount on the date it is due in accordance with these Terms and Conditions unless its failure to pay is due to an existence of an obstacle for the Company as set out in Section 24.1 or payment is made within five (5) Banking Days of the due date;

(b) the Company has not provided the Bond Trustee evidence, in form and substance satisfactory to the Bond Trustee, showing that the actions described under Section 13 have been taken or that the events described therein have occurred not later than 30 June 2012;

(c) the Company does not comply with these Terms and Conditions in any other way than as set out in Section 14.1 (a) and (b) or with the Escrow Account Pledge, provided that the Bond Trustee has requested the Company in writing to remedy such failure and the Company has not remedied the failure within fifteen (15) Banking Days from such request (if in the opinion of the Bond Trustee, the failure or violation is not capable of being remedied, the Bond Trustee may declare the Bonds payable without such prior direction);

(d) if:

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(i) any Indebtedness of any Material Group Company is not paid when due or within any originally applicable grace period;

(ii) an event of default howsoever described (or any event which with the giving of notice, lapse of time, determination of materiality or fulfilment of any other applicable condition or any combination of the foregoing would constitute such an event of default) occurs under any document

relating to Indebtedness of any Material Group Company; or

(iii) any security interest securing Indebtedness over any asset of any Material Group Company becomes enforceable;

provided however that the amount of Indebtedness referred to above under (i), (ii) and/or (iii) individually or in the aggregate exceeds an amount corresponding to SEK 5,000,000;

(e) if:

(i) any Material Group Company is unable or admits inability to pay its debts as they fall due or declared to be unable to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its Indebtedness; or

(ii) a moratorium is declared in respect of any Indebtedness of any Material Group Company;

(f) any corporate action, legal proceedings or other procedures or steps are taken (other than proceedings or petitions which are being disputed in good faith by appropriate legal proceedings and are discharged, stayed or dismissed within thirty (30) days of commencement or, if earlier, the date on which it is advertised) in relation to:

(i) the suspension of payments, winding-up, dissolution, administration or reorganisation (by way of voluntary agreement, scheme of arrangement or otherwise) of any Material Group Company;

(ii) a composition, compromise, assignment or arrangement with any creditor of any Material Group Company;

(iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Material Group Company or any of its assets; or

(iv) any analogous procedure or step is taken in any jurisdiction;

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(g) a decision is made that any Material Group Company shall be merged and/or demerged into a company which is not a Group Company, unless the Bond Trustee has given its consent (not to be unreasonably withheld or delayed) in writing prior to the merger and/or demerger (where consent is not to be understood as a waiver of the rights that applicable law at the time assigns the concerned creditors);

(h) any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of any Material Group Company having an aggregate value of an amount equal to SEK five million (5,000,000) and is not discharged within thirty (30) days;

(i) it is or becomes impossible or unlawful for the Company to fulfil or perform any of the provisions of these Terms and Conditions; or

(j) the Company or any other Material Group Company ceases to carry on its business (except if due to a merger or demerger as stipulated in (g) above).

14.2 If the Bonds are declared due and payable, the Company shall redeem the Bonds at a redemption amount equal to the Bonds’ Nominal Amount plus the accrued interest, if any, pursuant to Section 9 (Interest) from, but excluding, the preceding Interest Payment Date (or, if such date has not occurred, the Issue Date), up to and including the payment date.

14.3 Termination for payment prematurely on the grounds mentioned in Sections 14.1 (b), (c) and (d) or, regarding any of the Company’s Subsidiaries, on the grounds mentioned in Sections 14.1 (e), (f), (g), (h), (i) and (j) may however only occur if the nature of the particular circumstance is such that it would have a Material Adverse Effect and that the cause of termination is continuing at the time of the Bond Trustee’s declaration. However, if a moratorium occurs, the ending of that moratorium will not prevent termination for payment prematurely on the ground mentioned in Section 14.1 (e) (ii).

14.4 If the right to termination is based upon a decision of a court of law, a government authority or an annual general meeting, it is not necessary that the decision has acquired legal force or that the period of appeal has expired in order for cause of termination to be deemed to exist.

14.5 The Company is obliged to inform the Bond Trustee immediately if any circumstance of the type specified in Section 14.1 should occur. Should the Bond Trustee not receive such information, the Bond Trustee is entitled to assume that no such circumstance exists or can be expected to occur, provided that the Bond Trustee does not have knowledge of such circumstance, and the Bond Trustee is under no obligations to make any investigations relating to the circumstances specified in Section 14.1. The Company shall further provide the Bond Trustee with such details as the Bond Trustee

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may request regarding any circumstances referred to in Section 14.1 and provide, at the request of the Bond Trustee, all documents that may be of significance in the application of this Section 14.

14.6 The Company is only obliged to inform the Bond Trustee according to Section 14.5 if informing the Bond Trustee would not conflict with any statute or, when the Bonds are listed, the Company’s registration contract with OMX.

14.7 If the Bond Trustee has been notified by the Company or has otherwise determined that there is a default under these Terms and Conditions according to Section 14.1, the Bond Trustee shall decide, within ten (10) Banking Days of the day of notification or determination, if the Bonds shall be declared terminated. If the Bond Trustee has decided not to terminate the Bonds, the Bond Trustee shall, at the earliest possible date, notify the Holders that right to termination is at hand and obtain judgement on the matter from the Holders according to the provisions in Section 17. If the Holders decide for termination to occur, the Bond Trustee shall promptly declare the Bonds terminated. If the cause for termination according to the Bond Trustee’s appraisal has ceased before the termination, the Bond Trustee shall not be obliged to terminate the Bonds. The Bond Trustee shall in such case, at the earliest possible date, notify the Holders that the cause for termination has ceased.

14.8 If the Holders, without prior initiative to decision from the Bond Trustee or the Company, have made a decision regarding termination in accordance with Section 17, the Bond Trustee shall promptly declare the Bonds terminated. The Bond Trustee is however not liable to take action if the Bond Trustee considers cause for termination not to be at hand, unless the instructing Holders in writing commit to holding the Bond Trustee indemnified and, at the Bond Trustee’s own discretion, grant sufficient security for the obligation.

14.9 If the Bonds are declared due and payable in accordance with the provisions in this Section, the Bond Trustee shall take every measure necessary to recover the amounts under the Bonds.

14.10 For the avoidance of doubt, the Bonds cannot be terminated and become due for payment prematurely according to this Section 14 without relevant decision by the Bond Trustee or by the Holders’ meeting pursuant to Section 17.

15 Change of control

15.1 Upon the occurrence of a Change of Control Event, each Holder shall have a right of pre-payment (a ”Put Option”) of its Bonds at a price of 100.00 per cent. of the Nominal Amount together with accrued interest in accordance with Section 9 from, but excluding, the preceding Interest Payment Date (or if such date has not occurred, the

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Issue Date) up to and including the relevant settlement date of the Put Option (the ”Put

Option Redemption Amount”).

15.2 The Company shall notify the Bond Trustee and the Holders of the occurrence of a Change of Control Event as soon as possible after the event has taken place to the Company’s knowledge. The Put Option must be exercised by the Holders, by giving the Bond Trustee written notice in accordance with Section 22, within sixty (60) days after the Company has given such notification to the Bond Trustee and the Holders (the "Exercise Period"). Such a Holder’s Bonds to be prepaid shall then be blocked from transactions by way of transferring the Bonds to the Issuing Agent (to an account specified by the Issuing Agent in a notice given to the Holders).

15.3 The Bond Trustee shall notify the Company of any pre-payment request made in accordance with this Section 15 as soon as possible after the request has been made. The Company shall redeem the Bonds that are relevant pursuant to this Section on the settlement date of the Put Option which shall occur twenty (20) Banking Days following the Exercise Period.

15.4 On the settlement date of the Put Option, the Issuing Agent shall, on behalf of the Company, arrange for payment to be made of the Put Option Redemption Amount to each of the Holders which hold Bonds to be pre-paid and which have been blocked as set out in Section 15.2.

16 The Bond Trustee’s right to represent the Holders, the authority of the Bond

Trustee etc.

16.1 The Bond Trustee’s right to represent the Holders

(a) Even without a separate authorisation from the Holders and without having to obtain any Holders’ consent (if not required to do so under these Terms and Conditions), the Bond Trustee, or a person appointed by the Bond Trustee, is entitled to represent the Holders in every matter concerning the Bonds, these Terms and Conditions and the Escrow Account Pledge and is authorised to act on behalf of the Holders whether or not in court or before an executive authority (including any legal or arbitration proceeding relating to the perfection, preservation, protection or enforcement of the Bonds).

(b) Each Holder shall immediately upon request by the Bond Trustee provide the Bond Trustee with any such documents, including a written power of attorney (in form and substance to the Bond Trustee’s satisfaction), which the Bond Trustee deems necessary for the purpose of carrying out its duties under these Terms and Conditions and the Escrow Account Pledge. The Bond Trustee is

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under no obligation to represent a Holder which does not comply with such request of the Bond Trustee.

(c) Other than to the extent expressly provided for under these Terms and Conditions, no Holder may take any actions whatsoever on its own against the Company in matters relating to the Bonds, these Terms and Conditions and the Escrow Account Pledge. Further, no Holder may take any legal steps whatsoever to recover any amount due or owing to it pursuant to these Terms and Conditions and the Escrow Account Pledge, or file an application for, or otherwise take any legal steps in respect of, the winding-up, bankruptcy, or liquidation of the Company or the making of an administration order in relation to the Company or the service of a notice of intention to appoint an administrator in relation to the Company in respect of any of the liabilities of the Company whatsoever under these Terms and Conditions and the Escrow Account Pledge, other than to the extent expressly permitted under these Terms and Conditions.

(d) Notwithstanding Section 16.1 (c) above and without having to observe the provisions in Section 14.10 and 16.1 , the Holders may jointly (i) take actions to enforce their rights under these Terms and Conditions and the Escrow Account Pledge against the Company if the Bond Trustee does not have legal right (Sw. talerätt) to bring an action or initiate a procedure under or in connection with these Terms and Conditions or the Escrow Account Pledge before any courts or other authorities and if the Bond Trustee has not been granted a power of attorney to do so, (ii) take any actions which the Bond Trustee has refrained from taking if the Bond Trustee has been instructed in accordance with these Terms and Conditions to take such actions and the Bond Trustee has refrained from taking the actions within a reasonable time in breach of these Terms and Conditions, and (iii) represent their own holdings of Bonds against the Company if the Bond Trustee has notified the Holders that it will not take further actions in accordance with Section 16.4 ((i), (ii) and (iii) are together and individually referred to as a “Relevant Action”). However, any Relevant Action may only be taken after a Holders’ meeting has decided to take such action. The Holders’ meeting shall be convened in accordance with these Terms and Conditions. However, a Holders' meeting pursuant to this Section can be convened by the Bond Trustee (or by a Holder in accordance with Section 17 (k)) irrespective of whether the requesting Holders represents ten (10) per cent. of the total outstanding Nominal Amount or not. Further, a resolution at a Holders’ meeting in accordance with this Section may be passed with simple majority.

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16.2 The role and authority of the Bond Trustee

(a) The Bond Trustee shall monitor the compliance by the Company of its obligations under these Terms and Conditions and shall act as security trustee under the Escrow Account Pledge. The Bond Trustee shall further arrange any Holders’ meetings that shall be held in accordance with Section 17 and implement any decisions which have been taken on such meetings or otherwise under these Terms and Conditions. The Bond Trustee is not obligated to assess the Company’s financial situation beyond what is directly set forth in these Terms and Conditions. The Bond Trustee shall carry out its duties under these Terms and Conditions in a reasonable, proficient and professional manner and with reasonable care and skill.

(b) In performing its obligations, the Bond Trustee has a right to take any steps that it, in its sole discretion, deems necessary or appropriate to ensure and preserve the rights of the Holders under these Terms and Conditions and the Escrow Account Pledge Agreement, but does not have a right to adopt resolutions which give certain Holders, or any other persons, an unreasonable advantage at the expense of another Holder or Holders. The Bond Trustee may, in its sole discretion, postpone taking any action until the matter has been decided upon at a Holders’ meeting.

(c) The Bond Trustee may act as agent and/or security trustee for several bond issues relating to the Company notwithstanding potential conflicts of interest. The Bond Trustee may delegate exercise of its powers to other professional parties.

(d) For the avoidance of any doubt, the Bond Trustee is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. Further, the obligations of the Bond Trustee does not limit the Bond Trustee’s right to discuss matters with the Company that are confidential in nature and which are not made public to the Holders.

(e) The Bond Trustee may engage, pay for and rely upon the advice or services of any lawyers, accountants or other experts where such advice or services are reasonably required to fulfil its obligations under these Terms and Conditions. The costs for such third party advice shall be borne by the Company. The Bond Trustee is however obliged to always inform the Company prior to engaging any third party experts.

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16.3 Replacement of Bond Trustee and Issuing Agent

(a) The Bond Trustee and the Issuing Agent can be replaced by another Bond Trustee and/or Issuing Agent by the Holders in accordance with the procedures set out in Section 17.

(b) The Bond Trustee may resign as agent and security trustee and/or transfer its position as agent and security trustee at any time, provided that no resignation by the Bond Trustee shall take effect until a new Bond Trustee has been appointed by the Company. If the Company has not appointed a new Bond Trustee within thirty (30) days after the Bond Trustee has given the Company notice of its resignation, the Bond Trustee has the right to appoint a new Bond Trustee. Until the resigning Bond Trustee has been replaced by a new Bond Trustee, the resigning Bond Trustee shall perform all its obligations under these Terms and Conditions. When a new Bond Trustee has been appointed, the resigning Bond Trustee shall bear no responsibility for acts or omissions during the time after the replacement of the Bond Trustee but shall continue to enjoy the rights under these Terms and Conditions. The Bond Trustee’s successor, the Company, the Issuing Agent and the Holders shall have the same rights and obligations among themselves as they would have had if such successor would have been the original Bond Trustee.

(c) The Issuing Agent may resign as issuing agent and/or transfer its position as issuing agent at any time, provided that no resignation by the Issuing Agent shall take effect until a new Issuing Agent has been appointed by the Company. If the Company has not appointed a new Issuing Agent within thirty (30) days after the Issuing Agent has given the Company notice of its resignation, the Issuing Agent has the right to appoint a new Issuing Agent. Until the resigning Issuing Agent has been replaced by the new Issuing Agent, the resigning Issuing Agent shall perform all its obligations under these Terms and Conditions. When a new Issuing Agent has been appointed, the resigning Issuing Agent shall bear no responsibility for acts or omissions during the time after the replacement of the Issuing Agent but shall continue to enjoy the rights under these Terms and Conditions. The Issuing Agent’s successor, the Company, the Bond Trustee and the Holders shall have the same rights and obligations among themselves as they would have had if such successor would have been the original Issuing Agent.

(d) If the Bond Trustee or the Issuing Agent is subject to bankruptcy or financial reconstruction according to law or regulations from a supervising authority, the Company shall immediately appoint a new Bond Trustee or Issuing Agent

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which immediately shall replace the present Bond Trustee or Issuing Agent as Bond Trustee or Issuing Agent in accordance with these Terms and Conditions.

(e) The Company may also appoint a new Bond Trustee or Issuing Agent which immediately shall replace the present Bond Trustee or Issuing Agent, if the Bond Trustee or Issuing Agent has, in a material way, failed to fulfil its obligations under these Terms and Conditions and does not, within a reasonable time, remedy such failure after the Company has made the Bond Trustee or the Issuing Agent aware thereof. If a new Bond Trustee is appointed, the Company may recover all costs, remuneration, fees and expenses payable by the Company in relation to the new Bond Trustee under Sections 16.4 and 18 from the replaced Bond Trustee, provided that such costs, remuneration, fees and expenses exceed the costs, remuneration, fees and expenses that would have been payable if the Bond Trustee had not been replaced.

(f) If the Bond Trustee or the Issuing Agent have resigned or been replaced in accordance with Sections 16.3 (a) – (e), the Bond Trustee and the Issuing Agent shall deliver all documents and provide all information to the new Bond Trustee or Issuing Agent that are necessary for them to perform their obligations under these Terms and Conditions.

16.4 Remuneration for the Bond Trustee

The Bond Trustee is, according to a separate agreement between the Company and the Bond Trustee, entitled to receive remuneration from the Company for acting as Bond Trustee in accordance with these Terms and Conditions. If the Bond Trustee, based on good reasons, believes that the Company is or will become insolvent the Bond Trustee is entitled to reserve reasonable remuneration from the Holders for its continued work in accordance with these Terms and Conditions, save that the Bond Trustee shall make the arrangements stated in Sections 14.7 – 14.8 without having received remuneration or being indemnified by the Holders.

17 Holders’ meeting and procedure in writing

(a) Each of the Company, the Bond Trustee and Holders representing at least ten (10) per cent. of the total outstanding Nominal Amount, may request that a Holders’ meeting is convened or request a procedure in writing among the Holders. Such request shall be made in writing, and notified in accordance with Section 22, to the Company and the Bond Trustee including (i) information regarding the issues that shall be decided and, where applicable, (ii) documentation of the holding of Bonds of the requesting Holders. The request shall clearly state that the matter is urgent. If the Bond Trustee establishes that a request for a Holders’ meeting or procedure in writing has been made in due

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order the Bond Trustee shall, within twenty (20) Banking Days from receipt of such request, convene a meeting or initiate a procedure in writing. The Bond Trustee must not convene a Holders’ meeting or initiate a procedure if the Bond Trustee determines that (i) the proposal must be approved by the Company and the Company informs the Bond Trustee that it will not give such approval, (ii) the proposal is not in accordance with applicable laws, or (iii) it appears highly unlikely that the Holders’ meeting or procedure in writing will decide in accordance with the proposal in view of previous Holders’ meetings or procedures in writing.

(b) Notice shall be given by the Bond Trustee to the Holders or, as the case may be, the Company in accordance with Section 22 below not later than ten (10) Banking Days and not earlier than thirty (30) Banking Days prior to the Holders’ meeting or the last day for replies in the procedure in writing. The notice shall include (i) time for the Holders’ meeting or the last day for replies in the procedure in writing, (ii) place for the Holders’ meeting or the address for replies, (iii) the agenda for the Holders’ meeting, (iv) information regarding which day a Holder shall be registered as owner to be entitled to vote, and (v) what is otherwise required by a Holder in order to attend the Holders’ meeting. Further, the notice shall include information on the matters that shall be discussed and resolved upon by the Holders’ meeting and the main content of each proposal (if any). The Bond Trustee shall determine the contents in the notice and provide, in writing or electronically, a proxy form or, in case of a procedure in writing, a decision form with the relevant alternatives for resolution. When the Bonds have been listed, the notice shall also be sent to OMX for publication.

(c) Only Holders registered as Holders on the fifth Banking Day prior to the Holders’ meeting (or the procedure in writing) are entitled to vote at the Holders’ meeting (or procedure in writing). The Bond Trustee shall ensure that there is an excerpt from the register kept by the CSD available at the Holders’ meeting (or the procedure in writing) showing the registered Holders on the fifth Banking Day prior to the Holders’ meeting (or the procedure in writing).

(d) Only matters that have been included in the notice sent out according to Section 17 (b) may be resolved upon by the Holders’ meeting. A resolution is passed through voting at a Holders’ meeting (or, in case of a procedure in writing, through calculation by the Bond Trustee of the replies), at which each Holder entitled to vote shall have one vote per Bond at a Nominal Amount of SEK one million (1,000,000) held. A Holder must vote in the same manner for all Bonds held. However, a representative who represents different Holders may vote differently for different Holders. Bonds held by any Group Company

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shall not entitle any voting right. The resolution of the Holders shall be the opinion which represents the majority of the Nominal Amount for the Bonds represented at the meeting (or, in case of a procedure in writing, received answers at the end of the time for replies). In respect of the below issues the following qualified majority is required among the votes casted and the answers received in order to deem a resolution passed (“Qualified Majority”):

(i) two thirds (2/3) when (1) one of the situations from a special undertaking in accordance with Section 12 is waived, and (2) an amendment of a provision in these Terms and Conditions is made, subject to (ii) below; and

(ii) three quarters (3/4) when (1) principal amount, interest rate or interest amount which shall be paid by the Company is reduced, (2) amendment of any redemption day for principal or interest amount, and (3) amendment of the provisions in this Section 17 (d).

If the number of votes are equal the opinion which is most beneficial for the Company, according to the chairman of the meeting (or, in case of a procedure in writing, the Bond Trustee), will prevail.

(e) Quorum exists only if Holders representing at least one fifth (1/5) of the aggregate outstanding Nominal Amount attend the meeting in due order (or, in case of a procedure in writing, provide replies). Bonds held by any Group Company shall not be considered when calculating if necessary majority has been achieved. If quorum is not achieved within fifteen (15) minutes from the fixed time (or, in case of a procedure in writing, through received answers at the end of the time for replies), the meeting shall be adjourned (or, in case of a procedure in writing, the time for replies shall be extended) to the tenth Banking Day thereafter. Notice containing information regarding time and place for a continued meeting (or, in case of a procedure in writing, information regarding extended time for replies) shall promptly be provided to the Holders in accordance with Section 22. At a continued meeting (or, in case of a procedure in writing, at a new calculation) a resolution can be passed through an ordinary resolution (or, if required in accordance with (c) above, through Qualified Majority) by Holders entitled to vote irrespective of the share of Bonds represented.

(f) At the meeting, the Company, the Holders (or the Holders’ representatives/proxies) and the Bond Trustee may attend along with its representatives, counsels and assistants. Further, the directors of the boards, the managing directors and other officials of the Company and the Company’s auditors may attend the meeting. The meeting may decide that further

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individuals may attend. If a representative/proxy shall attend the Holders’ meeting instead of the Holder, the representative/proxy shall present a duly executed proxy or other document establishing its authority to represent the Holder.

(g) The meeting shall be opened by a present person appointed by the Company (or, if such person does not exist, a present person appointed by the Bond Trustee) and the meeting shall be chaired by that person until a chairman of the meeting has been elected by the meeting. The chairman shall prepare a list of the Holders and representatives/proxies present and entitled to vote (the “Voting List”). The list shall include information on the Nominal Amount that each Holder (or, as the case may be, representatives/proxies) represents. The chairman shall further arrange for minutes to be kept at the meeting. The minutes shall include the Voting List (which shall be approved by the Holders’ meeting), any other persons that have been attending, what has been discussed, the result of the voting and the resolutions that were passed. The minutes shall be signed by the chairman and by at least one person appointed by the meeting to verify the minutes. In case of a procedure in writing, the Bond Trustee shall provide for the calculation of votes and keep minutes in respect of the calculation of votes and the resolutions passed by the procedure in writing. The Bond Trustee may request for complements and clarifications but is not obliged to do so and may disregard any unclear or illegible votes. The Bond Trustee shall disregard any answers that do not follow listed alternatives or where voting right does not appear in the documentation provided by the Holder or CSD. The Company may be represented at the calculation. The minutes shall be completed promptly and be held available for the Holders at the Company and the Bond Trustee.

(h) If the Company and the Bond Trustee deem it appropriate, a Holders’ meeting may be combined with a possibility for Holders to provide answers in accordance with a written resolution form as an alternative to being present or being represented at the Holders’ meeting.

(i) If a procedure in writing is held among the Holders, the Holders can provide answers and vote electronically by sending an email to the Bond Trustee at the address notified by the Bond Trustee in the notice which shall be sent to the Holders according to Section 17 (b). For the avoidance of doubt, electronic answers that do not follow listed alternatives (in a decision form or otherwise) will be disregarded in accordance with Section 17 (g).

(j) A resolution that has been passed at a duly convened and held meeting or a procedure in writing is binding for all Holders irrespective of whether they

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have been present or represented at the meeting or if they have participated in the procedure in writing and irrespective of how and if they have voted. No Holder shall be liable for any damages caused to any other Holder due to a resolution passed, or due to that no resolution was passed, at the Holders’ meeting.

(k) If the Bond Trustee, in breach of these Terms and Conditions, has not convened a Holders’ meeting within twenty (20) Banking Days after having received such request, the requesting person may convene the Holders’ meeting itself. If the requesting person is a Holder, the Company shall upon request from such Holder provide the Holder with necessary information from the register kept by the CSD and, if no person referred to in Section 17 (g) exist, the meeting shall be opened by a person appointed by the requesting Holder.

(l) When applying this Section 17, holders of Bonds registered with nominees in accordance with Section 23 shall be considered Holders instead of the authorised nominee if the holder shows a certificate from the authorised nominee (i) certifying that the relevant person was the holder of Bonds on the fifth Banking Day prior to the Holders’ meeting (or procedure in writing), and (ii) showing the number of Bonds held by that person on the fifth Banking Day prior to the Holders’ meeting (or the procedure in writing). In respect of Bonds registered with authorised nominees, the authorised nominee shall be regarded as present at the Holders’ meeting (or the procedure in writing) with the number of Bonds that the nominee represents as Holder according to Section 23 and this Section 17 (l).

(m) The Company shall bear all costs for the Company and the Bond Trustee in connection with a Holders’ meeting or a procedure in writing irrespective of who has requested the meeting or the procedure in writing. If these Terms and Conditions have been revised or replaced due to a decision on a Holders’ meeting, the Bond Trustee, or anyone acting on behalf of the Bond Trustee, shall arrange for new or revised Terms and Conditions to be sent to the CSD.

18 Fees and expenses

18.1 Unless otherwise stipulated in these Terms and Conditions, the Company shall cover all costs and expenses incurred by it in connection with these Terms and Conditions and the Escrow Account Pledge (including legal costs) and the fulfilment of its obligations under these Terms and Conditions and the Escrow Account Pledge, including the negotiation, preparation, execution and enforcement of these Terms and Conditions and the Escrow Account Pledge and any registration or notifications relating thereto (including any stamp duty) and the listing of the Bonds on OMX.

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18.2 The fees and expenses payable to the Bond Trustee shall be paid by the Company and are set forth in a separate agreement between the Company and the Bond Trustee.

18.3 Any public fees levied on the trade of Bonds in the secondary market shall be paid by the Holders, unless otherwise provided by law or regulation, and the Company is not responsible for reimbursing any such fees.

18.4 Except as provided in Section 18.3, the Company shall pay any stamp duty and other public fees accruing in connection with the issuance of the Bonds and shall deduct at source any applicable withholding tax payable pursuant to law.

19 Amendments of the Terms and Conditions

19.1 The Bond Trustee may, on account of the Holders, agree with the Company to amend these Terms and Conditions as long as such amendment does not limit the obligation of the Company to pay amounts of principal or interest or in any other way, to the Bond Trustees discretion, may materially adversely affect the interests of the Holders or that such amendment is solely made in purpose to rectify obvious errors and mistakes in these Terms and Conditions. Subject to decisions of the Holders in accordance with Section 17, the Bond Trustee may also agree with the Company regarding other amendments.

19.2 The Bond Trustee may also, on account of the Holders, agree with the Company to make necessary amendments to these Terms and Conditions to the extent such amendments are required by applicable law, court rulings or decisions by relevant authorities or, when the Bond are listed on OMX, and as long as such amendments do not materially adversely affect the interests of the Holders, to ensure that they comply with any requirements for listing.

19.3 Amendments of these Terms and Conditions shall be notified without delay by the Company in accordance with Section 22, setting out the date from which the amendments will be effective.

20 Time-bar

20.1 The right to receive payment of the Nominal Amount shall be time-barred and become void ten (10) years from the relevant Redemption Date. The right to receive payment of interest shall be time-barred and become void three (3) years from the relevant due date for payment. The Company is entitled to any funds set aside for payments in respect of which the Holders right to receive payment have been time-barred and become void.

20.2 If such periods for limitation are duly interrupted, in accordance with the Swedish Act on Limitations (Sw. preskriptionslag (1981:130)), a new time-bar period of ten (10) years with respect to the Nominal Amount, and of three (3) years with respect to

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interest payments will commence, in both cases calculated from the date of interruption of the time-bar period as such date is determined pursuant to the provisions of the Swedish Act on Limitations.

21 Allocation of payments

If both the Nominal Amount and interest are due for payment and if the available funds are insufficient to discharge all the amounts due and payable, the available funds shall first be applied towards payment of interest and secondly towards payment of the Nominal Amount.

22 Notices

22.1 Notices from the Company or the Bond Trustee shall be given in English to the Holders at their addresses as registered with the CSD. Notices to the Holders shall be considered to be received by the Holders three (3) Banking Days after they have been dispatched.

22.2 Notices from the Holders to the Company or the Bond Trustee shall be given in English to the Company or the Bond Trustee as the case may be and, if to the Company, with a copy to the Bond Trustee, at the addresses set forth in Section 1.

23 Nominee registration

In respect of Bonds registered with authorised nominees in accordance with the Swedish Financial Instruments Accounts Act, the authorised nominee shall be deemed to be the Holder for the purpose of applying these Terms and Conditions (subject to the provisions about the voting rights of the Holders in Section 17).

24 Limitation of liability etc.

24.1 The Company, the Bond Trustee, the CSD and the Issuing Agent shall have no liability for damage caused by Swedish or foreign enactment, action taken by a Swedish or foreign authority, war, strike, blockade, boycott, lockout or other similar circumstance. This limitation of liability in the case of a strike, blockade, boycott or lockout also applies if the Company, the Bond Trustee, the CSD or the Issuing Agent would itself initiate or become subject to such conflict.

24.2 The Bond Trustee, the CSD and the Issuing Agent, or any affiliates to the Bond Trustee, the CSD and the Issuing Agent, shall not be liable for damage caused in any other event unless the damage is caused by gross negligence or wilful misconduct. In no event shall the Bond Trustee, the CSD and the Issuing Agent, or any affiliates to the Bond Trustee, the CSD and the Issuing Agent, be liable for indirect damage.

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24.3 Should the Company, the Bond Trustee, the CSD or the Issuing Agent be prevented from performing their respective obligations due to any of the circumstances mentioned in Section 24.1 above, such performance may be postponed until fulfilment is no longer prevented by such event.

24.4 The provisions in this Section 24 apply unless they are inconsistent with the provisions of the Swedish Financial Instruments Accounts Act which provisions shall take precedence.

25 Governing law and jurisdiction

25.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the Kingdom of Sweden.

25.2 Any dispute or claim arising in relation to these Terms and Conditions shall, subject to Section 25.3 below, be determined by Swedish courts and the District Court of Stockholm shall be the court of first instance.

25.3 The submission to the jurisdiction of the Swedish courts shall not limit the right of the Holders and the Bond Trustee to take proceedings against the Company in any court which may otherwise exercise jurisdiction over the Company or any of its assets.

____________________________________________

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Addresses

Issuer

KGH Customs AB Skandiahamnen Sydatlanten 6 403 36 Göteborg Sweden Tel: +46 31 764 30 00 Web page: www.kghcustoms.com

Central Securities Depository

Euroclear Sweden AB P.O. Box 7822 103 97 Stockholm Sweden Tel: +46 8 402 90 00 Web page: www.euroclear.se

Issuing Agent

Pareto Öhman AB P.O. Box 7415 103 91 Stockholm Sweden Tel: +46 8 402 50 00 Web page: www.paretosec.com

Bond Trustee

Swedish Trustee AB (publ) c/o Ackordcentralen Stockholm AB Strandvägen 35 114 56 Stockholm Sweden Tel: +46 8 7837900 Web page: www.swedishtrustee.se

Auditor

Grant Thornton P.O. Box 7623 Sveavägen 20 103 94 Stockholm Sweden Tel: +46 8 563 070 00 Web page: www.grantthornton.se

Legal Advisor – Sweden

Gernandt & Danielsson Advokatbyrå KB Box 5747 114 87 Stockholm Sweden Tel +46 8 670 66 00 Web page: www.gda.se

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Appendix 1 - Summary of IFRS accounting principles

Overall considerations

The significant accounting policies that have been used in the preparation of these consolidated financial statements are summarised below.

Basis of consolidation

The Group financial statements consolidate those of the parent company and all of its subsidiary undertakings drawn up to December 31 2012. Subsidiaries are all entities over which the Group has the power to control the financial and operating policies. The Group obtains and exercises control through more than half of the voting rights. All subsidiaries have a reporting date of 31 December. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests. Business combinations The Group applies the acquisition method for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquirer’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of a) fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree and c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss immediately.

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Functional and presentation currency

The consolidated financial statements are presented in currency SEK, which is also the functional currency of the parent company. Foreign currency transactions and balances Foreign currency transactions are translated into the functional currency of the respective Group entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items at year-end exchange rates are recognised in profit or loss. Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction (not retranslated). Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined. Foreign operations In the Group's financial statements, all assets, liabilities and transactions of Group entities with a functional currency other than the SEK (the Group's presentation currency) are translated into SEK upon consolidation. The functional currency of the entities in the Group has remained unchanged during the reporting period. On consolidation, assets and liabilities have been translated into SEK at the closing rate at the reporting date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity and translated to SEK at the closing rate. Income and expenses have been translated into the Group's presentation currency at the average rate over the reporting period5. Exchange differences are charged/credited to other comprehensive income and recognised in the currency translation reserve in equity. On disposal of a foreign operation the cumulative translation differences recognised in equity are reclassified to profit or loss and recognised as part of the gain or loss on disposal. Segment reporting The Group has following operation segments: Sweden, Norway, Belgium and other. In identifying its operating segments, management generally follows the Group's service lines, which represent the main geographic areas the Group is operating within. Each of these operating segments is managed separately as each of these service lines requires different technologies and other resources as well as marketing approaches. All inter-segment transfers are carried out at arm's length prices. For management purposes, the Group uses the same measurement policies as those used in its financial statements. However Group-wide assets which are not directly attributable to the business activities of any operating segment such as, trademark, customer relations and goodwill are not allocated to a segment. Revenue Revenue comprises revenue from the sale of custom clearance services and, in not materially extent, accountancy services, consulting services and software licenses. The Group recognizes revenues from completed service assignments on an on-going basis as the work is performed. On-going, not invoiced service assignments, is booked with the estimated sale value of the performed work in the balance sheet and is recognized in “other receivables Interest and dividend income

5 Note that the use of average rates is appropriate only if rates do not fluctuate significantly (IAS 21.40).

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Interest income and expenses are reported on an accrual basis using the effective interest method. Dividend income, is recognised at the time the right to receive payment is established. Operating expenses Operating expenses are recognised in profit or loss upon utilisation of the service or at the date of their origin. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset, mostly activated cost for development of software, asset are capitalised during the period of time that is necessary to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed in the period in which they are incurred and reported in 'finance costs' . Borrowing costs includes interest expenses calculated by using the effective interest method. Interest expenses includes deferred amount of issue expenses and similar direct transaction costs to raise loans. Brand and goodwill Brand, acquired in conjunction with business combination, is valued at fair value and is recognized separately. Goodwill represents the future economic benefits arising from a business combination that are note individually identified and separately recognized.. Brand and goodwill is carried at cost less accumulated impairment losses.. Other intangible assets Recognition of other intangible assets Brand names and customer lists acquired in a business combination that qualify for separate recognition are recognised as intangible assets as their fair values. Internally developed software Expenditures on the research phase of an internal project to develop customized software for IT and telecommunication systems are recognised as expenses in the period in which they are incurred. Costs that are directly attributable to a projects development phase are recognised as intangible assets provided they meet the following recognition requirements: • the development costs can be measured reliably • the project is technically and commercial feasible • the Group intends to and has sufficient recourses to complete project • the Group has the ability to use or sell the software • the software will generate probable future economic benefits. Development costs not meeting these criteria for capitalization are expensed as incurred. Directly attributable costs include employee (other than directors) costs incurred on software development along with an appropriate portion of relevant overheads and borrowing costs. Subsequent measurement ( The intangible assets mention below, including internally developed software, are considered finite. They are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date. In addition, they are subject to impairment testing. The following useful are lives are applied: • Software: 5-8 years

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• Technology 15 years • Customer lists: 10 years Activated internally generated software, that is not yet completed, are not depreciated but tested for impairment. Amortisation has been included within 'depreciation, amortisation and impairment of non-financial assets'. Costs associated with maintaining computer software, i.e expenditure relating to patches and other minor updates as well as their installation, is expensed as incurred. The gain or loss arising on the disposal of an intangible asset is determined as the difference between the proceeds and the carrying amount of the asset, and is recognised in profit or loss within 'other income' or 'other expenses'. Tangible assets

Buildings IT-equipment and other equipment Buildings, IT equipment and other equipment (comprising fittings and furniture) are carried at acquisition cost or manufacturing cost less subsequent depreciation and impairment losses, including any costs directly attributed to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by the Group’s management. Buildings an IT-equipment includes also buildings if they are held under a finance lease. Buildings, IT-equipment and other equipment are then valued as acquisition cost less accumulated depreciation and impairment losses. Depreciation is recognised on a straight-line basis to write down the cost or valuation less estimated residual value of property, plant and equipment other than freehold land. The following useful lives are applied: • Buildings: 25–50 years • Other equipment: 3–5 years In the case of leasehold property, expected useful lives are determined by reference to comparable owned assets or over the term of the lease, if shorter. Material residual value estimates and estimates of useful life are updated as required, but at least annually, whether or not the asset is re-valued. Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss within 'other income' or 'other expenses'.

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Leased assets

Operating leasing All other leases are treated as operating leases. Payments on operating lease agreements are recognised as an expense on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred. Impairment testing of goodwill, other intangible assets and tangible assets For impairment assessment purposes, assets are grouped at the lowest cash-generating units. A cash-generating unit is an asset group with essentially independent cash inflows. As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill, technology, customer lists and brand are tested at Group-level Cash-generating units to which goodwill has been allocated (determined by the Group’s management as equivalent to its operating segments) are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Group’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect management’s assessment of respective risk profiles, such as market an asset-specific risks factors. Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment loss is reversed if the asset’s or cash-generating unit’s recoverable amount exceeds its carrying amount. Financial instruments Recognition, initial measurement and de-recognition Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires. Loans and receivables Loans and account receivables, which are in all material respect, the Group’s financial assets are financial assets that are not derivatives, with fixed or determinable payments that are not quoted in an active marked. After initial recognition, these are measured at amortized cost using the effective interest method, less provision for impairment. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash equivalents, account receivables and most other receivables fall into this category of financial instruments. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default. Receivables that are not considered to be individually impaired are reviewed for impairment in groups, which are determined by

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reference to the industry and region of the counterparty and other shared credit risk characteristics. The impairment loss estimate is then based on recent historical counterparty default rates for each identified group. Classification and subsequent measurement of financial liabilities The Group’s financial liabilities include mainly bonds, customs debs, accounts payable and other payables. Financial liabilities are measured subsequently at amortized cost using the effective interest method. Income taxes Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not recognized in other comprehensive income or directly in equity. Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with investments in subsidiaries and joint ventures is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided those rates are enacted or substantively enacted by the end of the reporting period. Deferred tax assets are recognized to the extent that it is probable that the underlying tax loss or deductible temporary difference will be able to be utilized against future taxable income. This is assessed based on the Group’s forecast of future operation results, adjusted for significant non-taxable income and expenses and specific limits on the use of any unused tax loss or credit. Deferred tax liabilities are always provided for in full. Deferred tax assets and liabilities are offset only when the Group has a right and intention to set off current tax assets and liabilities from the same taxation authority. Changes in deferred tax assets or liabilities are recognized as a component of tax income or expense in profit or loss, except where they relate to items that are recognized in other comprehensive income (such as the revaluation of land) or directly in equity, in which case the related deferred tax in also recognized in other comprehensive income or equity, respectively. Cash and cash equivalents Cash and cash equivalents consist of cash and available balances with banks and similar institutions, together with other short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value Equity, reserves and dividend payments Share capital represents the nominal value of shares that have been issued.

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Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits. Other components of equity include the following: • Translation reserve; include translation differences arising from the translation of financial

statements of the Group’s foreign operations to the SEK Retained earnings include all current and prior period retained profits and share-based employee remuneration. All transactions with owners of the parent are recorded separately within equity Post-employment benefits and short-term employee benefits Post-employment benefit plans The Group provides post-employment benefits through various defined contribution and defined benefit plans. Defined contribution plans The Group has essentially defined benefit pension schemes. The group has no legal or constructive obligations to pay contributions in addition to its fixed contributions, which are recognized as an expense in the period that relevant employee services are received. Short-term employee benefits Short-term employee benefits, including holiday entitlement, are current liabilities included in “pension and other employee obligations”, measured at the undiscounted amount that the Group expects to pay as a result of the unused entitlement. Provisions, contingent assets and contingent liabilities Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Group and amounts can be estimated reliable. Timing or amount of the outflow may still be uncertain. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material. In those cases where the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognized. Significant management judgement in applying accounting policies and estimation uncertainty

When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses. Significant management judgement The following are significant management judgements in applying the accounting policies of the Group that have the most significant effect on the financial statements.

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Capitalization of internally developed software The division between the research and development phases of new development of software and determining whether the requirements for capitalization of development expenses are met requires assessments. After activation the Group management controls whether the accounting requirements for development costs continue to be fulfilled and if there are indications that the capitalized expenditure may be vulnerable to a decline in value ( Estimation uncertainty Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different. Impairment In assessing impairment, management estimates the recoverable amount of each asset or cash-generating units based on expected future cash flows and use an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate. Useful lives of depreciable assets Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical obsolescence that may change the utility of certain software and IT equipment.