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2016-03-04

Pomegranate Investment AB: Pomegranate announces it is now a public company and intends to raise equity capital by way of a pre-IPO private placement of shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SINGAPORE, NEW
ZEALAND OR IN ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN
OFFER OF ANY SECURITIES OF POMEGRANATE INVESTMENT. THIS PRESS RELEASE MAY NOT
BE DISTRIBUTED TO ANY “U.S. PERSON”, INCLUDING ANY U.S. CITIZEN OR PERMANENT
RESIDENT (‘GREEN CARD HOLDER’) OR ANY ENTITY ORGANISED IN THE UNITED STATES,
WHETHER LOCATED INSIDE OR OUTSIDE THE UNITED STATES. NO SOLICITATIONS
RELATING TO A POSSIBLE TRANSACTION IN CONNECTION WITH THE OFFERING ARE BEING
MADE OR WILL BE MADE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES.

Pomegranate Investment AB (publ) (“Pomegranate” or the “Company”), an
investment company focusing on the unique emerging market opportunity in
Iran, today announces that it has changed its company category to become a
public company and intends to raise equity capital by way of a private
placement of shares
(the “Offering”).

The Board of Directors and Management believe that Pomegranate, by having
entered Iran earlier than most, has established a critical head start in the
country and is well-positioned to continue expanding in Iran’s rapidly
evolving consumer internet sector. The Board of Directors and Management seek
to capitalise on its established platform by continuing to expand in Iran and
the Offering is seen as the logical next step within this strategy. The
Offering will likely be followed by further capital raisings and investments
in Iran, and the intention is to complete an initial public offering, with
listing in Sweden, within twelve months post close of the Offering.

Florian Hellmich, CEO, comments:

“Since inception in 2014, Pomegranate has seen considerable positive
development around its investments case. We are by now, together with our
local partner Sarava, firmly established within Iran's consumer internet
space through premium assets with 85–95% share of key markets.

We have transformed Pomegranate into the only publicly accessible investment
holding with direct access to the Iranian market, giving a stake in high
quality consumer tech growth, which is unprecedented globally. The signing of
the JCPOA in July 2015 followed by the removal of UN&EU sanctions in January
2016 mark two significant milestones on the road towards Iran’s economy
reaching its full potential.

On the back of these extraordinary developments we move forward confidently
with a pipeline of prospective investments in addition to the companies
already in our portfolio, the equity private placement under way, as well as
the intended IPO within twelve months, all key elements in executing our
strategy.”

The Offering in brief

* Pre-IPO equity private placement
* Base offering of up to 2,083,333 new shares, equivalent to €50m – divided
into the “Institutional Offering” comprising Offer Shares directed towards
a number of identified investors at a minimum investment per investor of
€100,000; and the “Shareholder Offering” comprising up to 625,000 Offer
Shares (€15m) directed towards the approximately 100 existing shareholders
* Upsize option of up to 416,667 new shares, equivalent to €10m
* Offer price of €24 per share, implying a pre-money valuation of €40m based
on the Company’s 1,654,601 shares outstanding before the Offering
* Final application in the Shareholder Offering: Wed 9 Mar, 17:00 CET (2016)
* Final application in the Institutional Offering: Wed 16 Mar, 17:00 CET
(2016)

Advisors

In connection with the Offering, Pareto Securities acts as Global Coordinator
and Joint Bookrunner, Renaissance Capital acts as Joint Bookrunner, Vinge
acts as legal adviser as to Swedish law and Freshfields Bruckhaus Deringer
LLP acts as legal advisor as to sanctions compliance.

For further information, please contact

Florian Hellmich, CEO

Tel: +46 8 545 015 50

Email: florian.hellmich@pomegranateinvestment.com

Björn von Sivers, Acting Head of IR

Tel: +46 8 545 015 50

Email: bjorn.vonsivers@pomegranateinvestment.com

About Pomegranate

Pomegranate is an investment company founded in 2014 by emerging market
specialists with a proven blueprint for success in emerging markets, which
they are now applying to the unique emerging market opportunity in Iran and
potentially its most populous neighbouring countries. The current focus is
Iran’s rapidly evolving internet consumer sector in which Pomegranate and its
local partners have already established a strong presence.

Main holdings

Pomegranate’s main holding is Sarava, of which it owns 9.6% (15%). Sarava is
Iran’s dominant venture capital firm and as such is an ideal local partner
for Pomegranate. Sarava owns 51% (61%)2 of Iran’s largest internet company
Digikala, a general e-commerce company with a market share of approximately
91%. Sarava and Pomegranate also own, directly and indirectly, Divar and
Sheypoor who are dominating Iran’s online classifieds market with a joint
market share of more than 95%. Sarava owns 20% in Café Bazaar which is Iran’s
main android marketplace with over 85% market share. Pomegranate further owns
15.2% of Griffon Capital, a newly formed Iran focused investment and advisory
boutique, and 25% of Carvanro, Iran’s first online ride-sharing service.

IMPORTANT NOTICE

The release, publication or distribution of this press release in certain
jurisdictions may be restricted. This press release does not constitute an
offer of, or an invitation to purchase or subscribe for, any securities of
Pomegranate in any jurisdiction.

Specifically, without limiting the foregoing, the Offer Shares have not been
registered, and will not be registered, under the United States Securities
Act of 1933, as amended (the “Securities Act”) or the securities legislation
of any state or other jurisdiction in the United States, and may not be
offered, sold or otherwise transferred, directly or indirectly, in or into
the United States or to U.S. persons. The Offer Shares are being offered
outside the United States in compliance with Regulation S under the
Securities Act.

This press release is not a prospectus for the purposes of Directive
2003/71/EC (such Directive, together with any applicable implementing
measures under such Directive in the relevant home Member State, the
“Prospectus Directive”). Pomegranate has not authorised any offer to the
public of shares or rights in any Member State of the European Economic Area
and no prospectus or other offering document has been or will be prepared in
connection with the Private Placement. With respect to each Member State of
the European Economic Area and which has implemented the Prospectus Directive
(each, a “Relevant Member State”), no action has been undertaken to date to
make an offer to the public of shares or rights requiring a publication of a
prospectus in any Relevant Member State.

This press release is being issued solely to and directed at persons having
professional experience in matters relating to investments and on the basis
that each person in the United Kingdom to whom it isissued is reasonably
believed to be such a person as is described in Article 19 (Investment
professionals) or Article 49 (High net worth companies, unincorporated
associations etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 ("Exempt Persons" and each an "Exempt Person"), or is a
person to whom this document may otherwise lawfully be distributed. In
addition to the foregoing restrictions, in relation to persons who are in the
United Kingdom, this press release is made and directed only at persons
falling within the meaning of "qualified investors" as defined in Section 86
of the Financial Services and Markets Act 2000.

This press release may contain "forward-looking statements”, which are
statements related to future events. In this context, forward-looking
statements often address Pomegranate’s expected future business and financial
performance, and often contain words such as "expect”, "anticipate”,
"intend”, "plan”, "believe”, "seek”, or "will”. Forward-looking statements by
their nature address matters that are, to different degrees, uncertain and
can be influenced by many factors, including the behavior of financial
markets, fluctuations in interest and exchange rates, commodity and equity
prices and the value of financial assets; the impact of regulation and
regulatory, investigative and legal actions; strategic actions; and numerous
other matters of national, regional and global scale, including those of a
political, economic, business and competitive nature. These factors may cause
Pomegranate’s actual future results to be materially different than those
expressed in its forward-looking statements. Pomegranate does not undertake
to update its forward-looking statements.

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