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2016-10-25

NNB Intressenter AB: The Öhman Group and Nordic Capital Fund VIII announce a cash offer to the shareholders of Nordnet

Press Release

Stockholm, 25 October 2016

THIS PRESS RELEASE MAY NOT BE, DIRECTLY OR INDIRECTLY, DISTRIBUTED OR
PUBLISHED TO OR WITHIN THE USA, AUSTRALIA, HONG KONG, JAPAN, CANADA,
NEW ZEALAND OR SOUTH AFRICA. THE OFFER IS NOT BEING MADE TO (NOR WILL
TENDER OF SHARES BE ACCEPTED FROM) PERSONS IN THESE COUNTRIES OR
PERSONS IN ANY OTHER COUNTRIES WHERE TENDER OF SHARES WOULD DEMAND
FURTHER DOCUMENTATION, FILINGS OR OTHER MEASURES IN ADDITION TO
SWEDISH LAW.

The Öhman Group 1) and Nordic Capital Fund VIII 2), through NNB
Intressenter AB 3) ("NNB Intressenter"), hereby announce a cash offer
to the shareholders of Nordnet AB (publ) ("Nordnet" or the "Company")
to acquire all shares in Nordnet (the "Offer"). The Nordnet shares
are listed on Nasdaq Stockholm Mid Cap segment.

The Öhman Group, the main owner of Nordnet since the Company was
founded in 1996, wishes together with Nordic Capital to ensure that
the successful development of Nordnet continues, and in a private
context, enable more significant investments in the Company's
infrastructure, products and user interface, and thereby further
strengthen the Company's positions on increasingly competitive
markets. The Öhman Group intends to remain a long-term majority
shareholder of Nordnet.

Summary of the Offer

· NNB Intressenter offers SEK 37 in cash for each share in Nordnet.
The Offer values all outstanding shares in Nordnet to SEK 6,476m. 4)

· The Offer represents a premium of:
· 25 per cent compared with the closing price for the Nordnet
share on 24 October 2016, the last trading day prior to the
announcement of the Offer, of SEK 29.5,

· 29 per cent compared with the volume weighted average price paid
for the Nordnet share during the last 30 calendar days prior to the
announcement of the Offer of SEK 28.8, and

· 37 per cent compared with the volume weighted average share
price paid for the Nordnet share during the last six months prior to
the announcement of the Offer of SEK 27.0.

· The Öhman Group, with an aggregate ownership of approx. 62.7 per
cent of the total number of shares in Nordnet, will, subject to
completion of the Offer, contribute all of its Nordnet shares to NNB
Intressenter, valued at SEK 35 per share (to be compared with the
Offer price of SEK 37 per share). 5)

· Nordic Capital has, at a price equivalent to the Offer price,
acquired shares in aggregate corresponding to approx. 4.8 per cent of
the total number of shares in Nordnet.6) Nordic Capital will, subject
to completion of the Offer, contribute all of its Nordnet shares to
NNB Intressenter, at a price equivalent to the Offer price.
Accordingly, the Öhman Group and Nordic Capital together own and
control a total of 67.5 per cent of all shares in Nordnet.

· The board of Nordnet is expected to announce its opinion of the
Offer no later than two weeks before expiry of the initial acceptance
period.

· An offer document regarding the Offer is expected to be published
around 2 December 2016. The initial acceptance period for the Offer
is expected to commence around 5 December 2016 and end 23 January
2017. The timetable for the Offer has been set to reflect the review
periods to receive the necessary authority approvals.

· The Öhman Group and Nordic Capital have in relation to each other,
subject to certain conditions, undertaken not to directly or
indirectly, encourage, solicit or initiate discussions or
negotiations with, or accept proposals from, or provide any
information to, any third party regarding any cooperation or any
transaction concerning the shares in Nordnet or its subsidiaries or
their material assets.

"As founders and majority shareholders of Nordnet, we feel great
responsibility for Nordnet's development and market position, in
particular when considering the increasing competition. We believe
that significant investments are necessary to secure the company's
long-term competitiveness. At the same time, we realize that such
investments - due to their nature and extent - are best suited to be
completed in a private environment. Together with Nordic Capital, we
look forward to supporting Nordnet's management to make the
investments required to ensure that Nordnet is the long-term market
leader in the Nordics. We intend to remain long-term majority
shareholders of Nordnet," says Tom Dinkelspiel, Chairman of the Board
of E. Öhman J:or AB.

"Nordic Capital has followed Nordnet for a period of time and is
impressed by the company's development, but has also noted the
significantly increasing competition. As the Öhman Group, Nordic
Capital believes that Nordnet's prospect to become the market leader
increases significantly as a private company. Nordic Capital has long
and solid experience from supporting companies undergoing large
transformational projects and has deep insights into the financial
sector. Nordic Capital therefore look forward to, together with the
Öhman Group, enabling the required investments as well as providing
the Company with the resources and time necessary to gain a market
leading position," says Christian Frick, Partner in NC Advisory AB,
advisor to the Nordic Capital Funds.

Background and reasons to the Offer

As the majority shareholder, the Öhman Group has continuously, since
Nordnet's foundation in 1996, been committed to maintaining and
strengthening the Company's long-term competitiveness.

In recent years, competition has steadily increased in the markets
where Nordnet is present, which has resulted in increasing price
pressure as well as increasing investment needs in technology and
product development. A critical requirement for Nordnet to maintain a
continued and long-term profitable growth, will be continuous
material investments in customized and flexible system solutions and
user interfaces, as well as continued development of e.g., mobile
applications and services. A market leading technological platform
and product development will consequently be necessary in order to
win and retain customers in the market.

To retain its customers and its competitiveness in an increasingly
difficult competitive situation, Nordnet needs to implement a number
of changes including significant investments. Such changes are best
carried out as a private company.

Following from this, the Öhman Group contacted Nordic Capital to
discuss the potential for a joint public bid offering to the
shareholders in Nordnet, which has resulted in the offering now made
public.

The Öhman Group and Nordic Capital are of the opinion that the
Offering is financially attractive to Nordnet's shareholders and that
it offers an attractive and long-term solution for both the Company
and its employees. The Öhman Group and Nordic Capital intend to
support Nordnet's management in their efforts to complete the
abovementioned investments, but do not foresee any changes to
Nordnet's organization, employees, including their terms of
employment, nor to the locations of the Company's operations.

The Offer

NNB Intressenter offers SEK 37 in cash for each share in Nordnet. No
commission will be charged in connection with the Offer. The total
value of the Offer amounts to SEK 6,476m.7)

The Offer represents a premium of:

· 25 per cent compared with the closing price for the Nordnet share
on 24 October 2016, the last trading day prior to the announcement of
the Offer of SEK 29.5,

· 29 per cent compared with the volume weighted average price paid
for the Nordnet share during the last 30 calendar days prior to the
announcement of the Offer of SEK 28.8, and

· 37 per cent compared with the volume weighted average share price
paid for the Nordnet share during the last six months prior to the
announcement of the Offer of SEK 27.0.

The initial acceptance period in the Offer is expected to commence on
5 December 2016 and end on 23 January 2017. Settlement is expected to
take place on 30 January 2017, subject to the conditions for
completion having been fulfilled or if NNB Intressenter otherwise
decides to complete the Offer. The timetable for the Offer has been
set to reflect the review periods to receive the necessary authority
approvals.

Related parties

Board members Claes Dinkelspiel, Ulf Dinkelspiel and Tom Dinkelspiel
participate in the Offer on the bidder side. In accordance with the
rules regarding closely related parties in chapter III of Nasdaq
Stockholm's Takeover rules (the "Takeover Rules"), these board
members may not participate in the handling of matters relating to
the Offer by the Nordnet board. However, the board is quorate also
without these three conflicted board members, as five out of the
eight board members in Nordnet have the right to participate in the
handling and resolutions relating to the Offer. These rules also mean
that Nordnet must obtain and make available a fairness opinion from
an independent expert regarding the Offer, and that the acceptance
period for the Offer must be no less than four weeks.

Nordnet's Chief Executive Officer, Håkan Nyberg, who is also a board
member of E. Öhman J:or AB has not participated in E. Öhman J:or AB's
handling of matters related to the Offer.

Opinion of Nordnet's board and fairness opinion

Nordnet's board shall, in accordance with the Takeover Rules, obtain a
fairness opinion from an independent expert and publish the fairness
opinion, its opinion of the Offer as well as the reasons behind its
opinion no later than two weeks before the expiry of the acceptance
period. The board's opinion, and the fairness opinion, will, if
possible, be reproduced in its entirety in the offer document that
will be prepared and disclosed by NNB Intressenter.

NNB Intressenter's shareholding in Nordnet

NNB Intressenter does not currently own any shares in Nordnet.

The Öhman Group owns 109,717,474 shares in Nordnet in aggregate,
corresponding to approx. 62.7 per cent of the total number of shares
and votes in the Company. The Öhman Group has entered into an
agreement with Nordic Capital to, subject to completion of the Offer,
contribute all of its shares in Nordnet to NNB Intressenter in
exchange for shares in NNB Intressenter. Such shares contributed to
NNB Intressenter will be valued at SEK 35 per share.8)

Nordic Capital has at a price equivalent to the Offer price acquired,
from Carnegie Fonder AB, on behalf of Carnegie Småbolagsfond;
Handelsbanken Fonder AB, on behalf of Handelsbanken Svenska
Småbolagsfond and Handelsbanken Nordiska Småbolagsfond and Holberg
Fondsforvaltning on behalf of Holberg Norden, in aggregate 8,473,480
shares in Nordnet, corresponding to approx. 4.8 per cent of the total
number of shares and votes in the Company. 9) Nordic Capital has
entered into an agreement with the Öh...

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