Invitation to Subscribe for Shares in Platzer Fastigheter Holding AB (Publ)

Invitation to subscribe for shares in Platzer Fastigheter Holding AB (publ) IMPORTANT INFORMATION TO INVESTORS This prospectus has been prepared by Platzer Fastigheter Holding AB (publ) in accordance with the Swedish Financial Instruments Trading Act (1991:1980) (Sw. lagen (1991:980) om handel med finansiella instrument) and the Commission’s Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council (the “Prospectus Directive”). The prospectus has been approved by and registered with the Swedish Financial Supervisory Authority (“SFSA”) pursuant to the provisions of Chapter 2, Sections 25 and 26 of the Swedish Financial Instruments Trading Act. The approval of and registration with the SFSA do not imply that the SFSA guarantees that the factual information provided herein is correct or complete.

The Offer pursuant to the Prospectus is not, directly or indirectly, directed at shareholders or other investors resident in the United States, Australia, Japan or Canada. Further, this Prospectus does not constitute an offer to sell new shares, interim shares (“BTA”) or the subscription rights to any person in any jurisdiction in which such offer is unlawful or where such an offer would require additional prospectuses, registration or measures other than those pursuant to Swedish law. The Prospectus, application form or other documents associated with the Offer may not be distributed in or to any country where such distribution or the Offer would require such actions set forth in the preceding sentence or be in violation of the regulations of such country. The new shares, BTAs and subscription rights have not been recommended or approved by any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. No new shares, BTAs, subscription rights or other securities issued by Platzer have been or will be registered under the U.S. Securities Act of 1933, as amended, or under any other securities legislation in any state of the U.S. Accordingly, no new shares, BTAs, subscription rights or other securities issued by Platzer may be transferred, exercised or offered for sale in the United States, other than in such exceptional cases that do not require registration or in a transaction not subject to such registration. There is no intention to register any portion of the Offer in the U.S. and the securities issued in the Offer will not be offered to the public in the United States.

The Company has not authorized any offer of securities referred to in this Prospectus to the public in any country in the European Economic Area (“EEA”) other than Sweden. In other member states in the EEA the offer is only directed at (i) professional investors as defined in the Prospectus Directive or (ii) such persons falling within Article 3(2) of the Prospectus Directive.

In the United Kingdom, this Offer is only being communicated to and is only directed at “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) investment professionals falling within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom any investment or investment activity to which this Prospectus relates is available only to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this Prospectus or any of its contents.

Skandinaviska Enskilda Banken AB (publ) (“SEB”) is acting for Platzer and no one else in connection with the Offer and will not be responsible to anyone other than Platzer for providing the protections afforded to their respective clients or for providing advice in relation to the Offer.

Anyone who is to make an investment decision must rely on their own assessment of Platzer and the Offer according to the Prospectus, including the merits and risks involved, and investors must rely solely on the information contained in the Prospectus or any supplements to the Prospectus. The distribution of the Prospectus entails neither that the information is current and up-to-date as per any date other than the date of this Prospectus, nor that Platzer’s business has remained unchanged since this date. Should any material change occur in the information contained in the Prospectus, such material change will be published in accordance with the provisions on supplements to prospectuses as stipulated in the Swedish Financial Instruments Trading Act (1991:980).

The board of directors of Platzer is responsible for the Prospectus. Information in respect of the board is provided in the section “Board of directors, senior executives and auditor”. The Prospectus is governed by Swedish law. The courts of Sweden have exclusive jurisdiction to settle any dispute arising out of or in connection with this Prospectus. The Prospectus has been prepared in Swedish and English language versions. In the event of any inconsistencies between the English and Swedish language versions, the Swedish language version shall prevail.

Forward-looking statements and market data The Prospectus contains certain forward-looking statements that reflect Platzer’s current views and expectations of future events as well as its financial and operational development. Words such as “intended”, “assessed”, “expected”, “can”, “plan”, “estimate” and other expressions that relate to indications or predictions concerning future developments or trends and that are not based on historical facts constitute forward-looking information. Although Platzer consider that these statements are based on reasonable assumptions and expectations, Platzer cannot guarantee that such forward-looking statements will be realized. Since these forward-looking statements encompass both known and unknown risks and uncertainties, the actual outcome may differ from what is stated in the forward-looking information.

Other factors that could result in Platzer’s actual profit from operations or its actual performance deviate from the content of the forward-looking statements include, but are not limited to, the information set forth in the “Risk factors” section. Forward-looking statements in the Prospectus apply solely on the date of the Prospectus. Platzer makes no undertaking that it will disclose updates or revisions of forward-looking statements due to new information, future events or other such matters above and beyond what is required according to applicable laws.

The Prospectus also contains information about the markets in which Platzer is active and about Platzer’s competitive status in these markets, including information about the size of the markets and market shares. Platzer is of the opinion that the information in the Prospectus about market sizes and market shares constitutes fair and appropriate estimates of the size of the markets in which Platzer is active and fairly reflects the Company’s competitive status in these markets. However, the information has not been confirmed by any independent party and Platzer cannot guarantee that a third party using other methods for collecting, analyzing or compiling market information would arrive at the same conclusions. In addition, certain information is based on estimates made by Platzer. In the case of information in the Prospectus that was obtained from third parties, such information has been accurately reproduced and, as far as the Company is aware and has been able to ascertain by means of comparison with other information published by such a third party, no information has been omitted that could render the reproduced information inaccurate or misleading.

Presentation of financial information Platzer’s interim report for the period January – September 2016 has been incorporated in the Prospectus in its entirety. The interim report has been reviewed by the Company’s auditor. The financial statements for 2015, 2014 and 2013 have been audited by the Company’s auditor. The consolidated financial statements have been prepared in compliance with the EU-approved International Financial Reporting Standards (IFRS) as published by International Accounting Standards Board (IASB) and with the interpretations of the International Financial Reporting Interpretations Committee (IFRIC). The Prospectus contains certain key performance indicators that are not required or prepared in accordance with IFRS. Such key performance indicators are nevertheless provided in the Prospectus as Platzer believes these figures to be important in connection with investors’ assessment of the Company and the Offer. These key performance indicators are however not audited by the Company’s auditor and must not be considered as substitutes for information prepared in accordance with IFRS. Since companies do not always calculate these key performance indicators in the same manner, it is not certain that the key performance indicators in question are comparable to other companies’ key performance indicators with the same names.

Certain financial and other figure-based information that is presented in the Prospectus has been rounded off to make the information easily comprehensible to the reader. Accordingly, it could be the case that the figures in certain tables do not tally with the total amount specified. All financial figures are expressed in Swedish kronor unless otherwise stated and the words “SEK” or “kronor” refer to Swedish kronor. With the exception of the Company´s financial statements for the financial years 2015, 2014 and 2013, the interim report for the period January – September 2016, the Group’s earning capacity on a twelve months basis as per 30 September 2016 and the pro forma financial statements included in the Prospectus, no information in the Prospectus has been audited or reviewed by the Company’s auditor. Contents

Summary 2 Risk factors 20 Summary of terms and conditions Pre-emptive rights Invitation to subscribe for shares Four existing shares in Platzer (regardless of share in Platzer 31 class) entitle to subscription for one new class B Background and reasons 32 share. Terms and instructions 34 Subscription price Market overview 39 SEK 30 per share. Brokerage commission will not Business description 46 be charged.

The acquisition of the Artosa portfolio 55 Record date Valuation report 60 16 November 2016 Condensed financial information 62 Subscription period Comments on the condensed financial 21 November – 5 December 2016 information 67 Trading in subscription rights Capitalization, indebtedness and 21 November – 1 December 2016 other financial information 72 Trading in interim shares (BTA) Auditor’s report on earning capacity 79 21 November – 15 December 2016

Pro forma financial statements 80 Other information Auditor’s report on pro forma financial Short name: PLAZ B statements 83 ISIN code class B shares: SE0004977692 Board of directors, senior executives and ISIN code subscription rights: SE0009242456 auditor 84 ISIN code BTA: SE0009242464 Corporate governance 88 Financial Calendar Share capital and ownership structure 90 Year-end report for the period Articles of association 94 1 January–31 December 2016 9 February 2017

Legal considerations and supplementary Interim report for the period information 97 1 January–31 March 2017 27 April 2017 Tax issues in Sweden 104 Annual general meeting 2017 27 April 2017 Glossary 106 Interim report 109 Addresses 141

Definitions the Artosa portfolio The property portfolio, which Platzer has entered an agreement with Volvo Group Real Estate to acquire. the Offer The offer to subscribe for new shares in Platzer in accordance with the terms of this Prospectus. Euroclear Sweden Euroclear Sweden AB. Nasdaq Stockholm The regulated market operated by Nasdaq Stockholm AB. Platzer, the Company Platzer Fastigheter Holding AB (publ), the group in which Platzer is the parent company or a or the Group subsidiary in the Group, as the context may require. SEB Skandinaviska Enskilda Banken AB (publ). SEK Swedish krona.

PLEASE NOTE THAT THE SUBSCRIPTION RIGHTS ARE EXPECTED TO HAVE AN ECONOMIC VALUE. In order not to lose the value of the subscription rights, the holder must either: – exercise the subscription rights and subscribe for new shares in the Offer no later than 5 December 2016; or – sell the unexercised subscription rights no later than 1 December 2016. Please note that investors with nominee-registered shareholdings subscribe for new shares through the respective nominees. Distribution of this Prospectus and subscription of new shares is subject to restrictions in some jurisdictions.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 1 Summary

Summary

In accordance with information requirements, the summary has been compiled in the form of a number of “points” that are to contain certain information. These points are numbered in sections A – E (A.1 – E.7). This summary contains all the points that are required to be included in a summary for the securities and issuer of this type. Since certain points need not be included, there are gaps in the numbering of the points. Even if a certain point is required to be included in the summary for securities and issuers of the type in question, it could be the case that no relevant information is available concerning such a point. In that case, the summary contains a brief description of the point in question, together with the designation “Not applicable”.

Section A – Introduction and warnings A.1 Introduction and This summary should be read as an introduction to the Prospectus. Any deci- warnings sion to invest in the securities should be based on consideration of the Prospec- tus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor could, under the national legislation of the member states, have to defray the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or if it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

A.2 Financial Not applicable. Financial intermediaries have no right to use the Prospectus for intermediaries subsequent re-sale or final placement of securities.

Section B – Issuer and potential guarantor B.1 Registered name of Platzer Fastigheter Holding AB (publ), Reg. No. 556746-6437. The short name/ the company and trading symbol for the Company’s class B shares on Nasdaq Stockholm is trading symbol PLAZ B.

B.2 Registered office and Platzer’s registered office is in Gothenburg. Platzer is a public Swedish limited legal form liability company founded in Sweden and it operates under Swedish law. The Company’s form of association is governed by the Swedish Companies Act (2005:551).

B.3 Description of the Platzer is one of Gothenburg’s largest property companies specializing in issuer’s operations commercial property, primarily office space. Platzer creates growth and profitability through letting and management, property projects and urban development, as well as acquisitions and disposals of properties. Platzer prioritizes good relationships with tenants and offers a service that focuses on close relationships and commitment. Platzer creates value by owning and developing properties in the Gothen- burg area. Platzer’s strategy is to grow and be a leading player in the Gothen- burg region with a focus on selected segments, to develop long-term relationships on commercial, sustainable and ethical basis by actively working with customers and suppliers, to conduct continuous improvement of the property portfolio through value-generating property and project development and to use debt financing of the business based on the value of properties and use existing cash for value-generating property investments.

2 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Summary

B.3 Description of the Platzer’s property portfolio comprises commercial properties in the Gothen- issuer’s operations burg area. The property portfolio comprised as per 30 September 2016 a total of cont. 61 properties with a total area of approximately 478,000 sq. m. The value of the properties as per 30 September 2016 was approximately MSEK 10,813. Annual rental income amounted to approximately MSEK 705, and the total rental value was approximately MSEK 747. The economic occupancy rate amounted to 94 percent on an annual basis. Platzer’s existing property holdings can be divided into three geographical areas: Central Gothenburg, South/West Gothenburg, and North/East Gothenburg. The properties in central Gothenburg, excluding project properties, accounted for about 63 percent of the property value and about 56 percent of the total rental value. The rental value for office and retail properties and industrial, warehouse and other properties amounted to approximately 90 percent and approximately ten percent, respectively, of the total rental value. On 21 October 2016, it was announced that Platzer had entered into agreement with AB Volvo, through Volvo Group Real Estate with subsidiaries, on the acquisition of the Artosa portfolio. The portfolio comprises approximately 338,000 sq. m. lettable area in Arendal and Torslanda and land in Arendal, Torslanda and Säve. Companies within the AB Volvo group are the largest tenants, renting just under 50 percent of the lettable area. Approximately 40 percent of the portfolio’s lettable area comprises offices and 60 percent logistics. As per 20 October 2016, the Artosa portfolio comprised a total of approximately 180 lease agreements with contractual rent revenue of approximately MSEK 283. The economic occupancy rate for the properties amounted to approxi mately 94 percent.

B.4a Trends In 2014, Sweden’s GDP grew by approximately 2.3 percent and in 2015 it grew by approximately 4.2 percent. During the first half of 2016, growth slowed compared to the strong ending of 2015. The investment trend is still strong, how ever, and GDP is expected to increase by three percent in 2016.1) The supply of office space in Gothenburg continues to be low. At mid-2016, the vacancy rate was approximately six percent.2) Prime rents in the CBD (Central Business District) during the first half of 2016 remained at the previous level of approximately SEK 2,800 per sq. m. However, in the Nordic City Report for autumn 2016, JLL expresses the belief that there is invisible rental growth because of the lack of major lettings of modern facilities in top locations. Newsec also expects future rental growth in CBD.3) An increasing rental growth is expected in east Gothenburg, as the letting of Gamlestaden is expected to get underway. The imbalance between supply and demand is as per the date of the Prospectus high, which means the rental market is strong.2) The situation is expected to persist in the near future since the number of planned new additions over the next two years is relatively low.4) The growth in e-commerce is driving demand for logistics properties. Customers’ expectations in relation to faster deliveries places demands on logistics properties in terms of location and standard, which means that there is a great demand for new and modern facilities. A visible trend in the market is the demand for short-term leases. Tenants are looking for contracts that run over three to seven years, compared with the previous average contractual term of between ten to twelve years. The strong growth in e-commerce and the difficulty, particularly for intermediaries, in anticipating future demand is believed to be one of the reasons for this.

1) The Swedish National Institute of Economic Research, 2016, Konjunkturläget augusti 2016. 2) JLL, 2016, Nordic city report autumn. 3) Newsec, 2016, Newsec Property outlook autumn 2016. 4) NAI Svefa, 2016, Swedish property market – Focus on 24 cities.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 3 Summary

B.4a Trends In the first half of 2016, the total transaction volume in the Gothenburg cont. region was about SEK 7.1 billion, representing about 11 percent increase compared with the second half of 2015, but approximately 18 percent decrease compared with the first half of 2015.1) The imbalance between supply and demand is expected to remain, since there are few new developments planned in the next two years. In the most central parts of Gothenburg there is a lack of investment objects, which, along with major urban development plans, is expected to increase the attractiveness of several other areas. A significant part of the total transaction volumes for industrial and logistics properties is attributable to Gothenburg as a result of its strong logistics location. Between 2009 and 2015, the largest part of the construction has been focused in Gothen- burg, followed by Stockholm. The trend continues to be strong, and a significant part of development pipeline for 2016–2017 is in Gothenburg.2)

B.5 Group description The Group comprises the parent company Platzer Fastigheter Holding AB (publ) and 78 directly and indirectly owned subsidiaries.

B.6 Ownership As per 30 September 2016, Platzer had 3,957 shareholders. In terms of votes, the structure etc. largest shareholder was Ernström Kapital AB with just over ten percent of the total share capital and just over 36 percent of the total votes in the Company. The Company’s largest shareholders in terms of voting power as per 30 Septem- ber 2016 are shown below.

Number of shares Number of votes Class A Class B Shareholder shares shares Percent Number Percent Ernström Kapital AB (Ernström & C:o AB) 10,000,000 – 10.4 100,000,000 36.3 Länsförsäkringar Göteborg och Bohuslän Fastigheter AB 5,000,000 11,162,490 16.8 61,162,490 22.2 AnJa Invest AB (Backahill AB) 5,000,000 – 5.2 50,000,000 18.1 Family Hielte/Hobohm – 19,293,745 20.1 19,293,745 7.0 Länsförsäkringar Fondförvaltning AB – 9,308,237 9.7 9,308,237 3.4 Fourth Swedish National Pension Fund – 7,527,865 7.8 7,527,865 2.7 Carnegie Funds – 4,750,000 4.9 4,750,000 1.7 Lesley Invest AB (including related parties) – 2,771,490 2.9 2,771,490 1.0 Svolder AB – 1,397,013 1.5 1,397,013 0.5 Nordea Funds – 1,200,734 1.3 1,200,734 0.4 Other shareholders – 18,335,860 19.1 18,335,860 6.6 Total (excluding treasury shares) 20,000,000 75,747,434 99.7 275,747,434 100 Treasury shares – 250,000 0.3 250,000 – Total (including treasury shares) 20,000,000 75,997,434 100 275,747,434 100

Source: Euroclear Sweden

1) JLL, 2016, Nordic city report autumn. 2) Savills, 2016, Spotlight Logistics Property Market.

4 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Summary

B.7 Condensed financial The financial information shown below is taken from Platzer’s annual reports information for the financial years 2015, 2014 and 2013, and from the interim reports for the period 1 January–30 September 2016 and 2015, respectively. The annual reports for 2015, 2014 and 2013 have been prepared in accordance with IFRS and audited by Platzer’s auditor. The interim reports for the period 1 January–30 September 2016 and 2015, respectively, have been prepared in accordance with IAS 34 and reviewed by Platzer’s auditor. The information contains some financial and operational key performance indicators which are not defined in IFRS, including but not limited to key performance indicators such as surplus ratio and interest coverage ratio. In Platzer’s opinion these key performance indicators provide a better understanding of the Company’s financial trends. Unless otherwise stated, these key performance indicators have not been audited and should not be looked at in isolation or viewed as an alternative to performance measures that have been prepared in accordance with IFRS. Above all, key performance indicators which are not performance measures according to IFRS should not be regarded as a substitute for financial statements or cash flow items that have been prepared in accordance with IFRS. Furthermore, such key performance indicators, as defined by Platzer, must not be compared with other, similarly named, performance measures used by other companies. This is due to the fact that these key performance indicators are not always defined in the same way and other companies may calculate them differently from Platzer.

Condensed consolidated income statements Jan – Sep Full year MSEK 2016 2015 2015 2014 2013 Rental income 492 429 589 525 464 Property costs –128 –108 –152 –131 –123 Operating surplus 364 321 437 394 341

Central administration –25 –24 –35 –32 –26 Net financial items –107 –102 –136 –151 –149 Shares in associated companies –– –0 –– Income from property management 232 195 266 211 166

Change in value, investment properties 251 305 510 401 117 Change in value, financial instruments –251 1 64 –227 82 Profit before tax 232 501 840 385 365

Tax on profit for the period –49 –110 –176 –87 –71 Profit for the period 183 391 664 298 294

Profit for the period attributable to: Parent company’s shareholders 176 391 653 298 294 Non-controlling interests 7 – 11 ––

Earnings per share (SEK) 1.84 4.08 6.81 3.11 3.82

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 5 Summary

B.7 Condensed financial Condensed consolidated balance sheets information 30 Sep 31 Dec cont. MSEK 2016 2015 2015 2014 2013 Assets Investment properties 10,813 9,491 9,784 8,343 6,913 Other non-current assets 5 5 5 6 6 Non-current financial assets 39 30 60 36 23 Current assets 86 57 63 27 29 Cash and cash equivalents 129 144 227 96 677 Total assets 11,072 9,727 10,139 8,508 7,647

Equity and liabilities Equity 3,681 3,286 3,592 2,966 2,726 Deferred tax liability 432 338 399 244 172 Non-current interest-bearing liabilities 6,251 5,642 5,690 4,855 4,520 Other non-current liabilities 471 284 224 292 47 Current liabilities 237 177 234 151 182 Total equity and liabilities 11,072 9,727 10,139 8,508 7,647

Pledged assets 6,413 5,714 5,798 5,000 4,670 Contingent liabilities 8 55 55 57 57

6 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Summary

B.7 Condensed financial Condensed consolidated cash flow statements information 30 Sep 31 Dec cont. MSEK 2016 2015 2015 2014 2013 Operating activities Operating surplus 364 321 437 394 341 Central administration –22 –23 –32 –31 –25 Net financial items –107 –102 –136 –151 –149 Income tax –18 –19 –14 –16 –6 Cash flow from operating activities before changes in working capital 217 177 255 196 161

Change in current receivables 13 –22 –30 3 –9 Change in current liabilities –8 21 68 –7 5 Cash flow from operating activities 222 176 293 192 157

Investing activities Investments in existing investment properties –388 –282 –359 –166 –114 Acquisitions of investment properties –437 –739 –745 –843 –931 Sales of investment properties 42 178 259 – 340 Consolidation of subsidiary –– –86 –– Other investments –1 – –0 –1 –3 Cash flow from investing activities –784 –843 –931 –1,010 –708

Financing activities Change in interest-bearing liabilities 560 787 841 315 475 Change in non-current receivables –– –33 –1 – Dividend –96 –72 –72 –58 –35 Consolidation of subsidiary –– 33 –– New issude of shares and repurchase of own shares –– – –19 670 Cash flow from financing activities 464 715 769 237 1,110

Cash flow for the period –98 48 131 –581 559 Cash and cash equivalents at beginning of the period 227 96 96 677 118 Cash and cash equivalents at end of period 129 144 227 96 677

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 7 Summary

B.7 Condensed financial Key performance indicators information 30 Sep 31 Dec cont. 2016 2015 2015 2014 2013 Financial key performance indicators Debt/equity ratio (multiple) 1.7 1.7 1.6 1.6 1.7 Interest coverage ratio (multiple) 3.2 2.9 3.0 2.4 2.1 Loan-to-value ratio, % 58 59 58 58 65 Equity ratio, % 33 34 35 35 36 Return on equity, % 6.5 14.1 20.0 10.5 12.9

Property-related key performance indicators Investment yield, % 4.7 4.8 4.8 5.2 5.3 Surplus ratio, % 74 75 74 75 74 Economic occupancy rate, % 93 91 91 94 93 Rental value, SEK/sq. m. 1,498 1,520 1,532 1,490 1,363 Lettable area, sq. m. (thousand) 478 465 465 415 374

Key performance indicators per share Equity, SEK 37.9 34.3 37.1 31.0 28.5 Long-term net asset value (EPRA NAV), SEK 47.0 40.5 43.2 36.2 30.6 Net asset value, SEK 41.5 36.4 38.6 33.1 28.7 Profit after tax, SEK 1.8 4.1 6.8 3.1 3.8 Income from property management, SEK 2.4 2.0 2.8 2.2 2.2

Definitions Return on equity Profit after tax as a percentage of average equity, translated into full-year value for interim periods.

Loan-to-value ratio Interest-bearing liabilities divided by the value of the properties.

Investment yield Operating surplus as a percentage of the average property value, translated into full-year value for interim periods.

Economic occupancy rate Rental income as a percentage of rental value, where rental income is defined as rents charged plus supplementary charges to cover heating costs and property tax, and rental value is defined as rental income plus estimated market rent for vacant areas (in their existing condition).

Rental value, SEK/sq. m. Rental value divided by lettable area, where rental value is defined as rental income plus estimated market rent for vacant areas (in their existing condition).

Long-term net asset value (EPRA NAV) Equity recognized in the balance sheet including reversals of interest rate derivatives and deferred taxes.

Interest coverage ratio Profit after financial income divided by interest expense.

8 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Summary

B.7 Condensed financial Debt/equity ratio information Interest-bearing liabilities divided by equity. cont. Net asset value Equity according to the balance sheet with restoration of interest rate derivatives (after deduction of 22 percent tax).

Equity ratio Equity divided by total assets.

Surplus ratio Operating surplus as a percentage of rental income.

Calculation of alternative key performance indicators Platzer applies ESMA guidelines on Alternative Performance Measures. The Company discloses some financial key performance indicators in its interim reports and in this Prospectus which are not defined in IFRS. The Company believes that these measures provide valuable supplementary information to investors and the Company’s management since they facilitate evaluation of the Company’s performance. Since not all companies calculate financial performance measures in the same way, these are not always comparable with measures used by other companies. These financial performance indicators should therefore not be regarded as a replacement for the measures defined according to IFRS. The table on the next page presents the alternative performance indicators considered relevant. Platzer uses the alternative key performance indicators debt/equity ratio, interest coverage ratio, loan-to-value ratio, equity ratio and return on equity because these are considered to provide relevant supplementary information to investors to enable them to assess the Company’s ability to pay dividends, carry out strategic investments and meet its financial commitments. In addition, the Company uses the key indicators investment yield and surplus ratio, which are measures that are considered to be relevant to investors who want to understand how the Company generates profits. As a listed company, Platzer also chooses to use key performance indicators per share that are relevant to the industry sector, such as long-term net asset value, EPRA NAV. The key performance indicators EPRA NAV, equity ratio, loan-to-value ratio and interest coverage ratio are also disclosed because they are the financial targets established by the board of directors. Key performance indicators are based on statements of income, financial position, changes in equity and cash flow. In the event that the key performance indicators cannot directly be derived from the above statements, the basis for and method by which these indicators are calculated is shown below.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 9 Summary

Condensed financial B.7 30 Sep 31 Dec information 2016 2015 2015 2014 2013 cont. Interest-bearing debt 6,251 5,642 5,690 4,855 4,520 Equity 3,681 3,286 3,592 2,966 2,726 Debt/equity ratio (multiple) 1.7 1.7 1.6 1.6 1.7

Interest-bearing debt 6,251 5,642 5,690 4,855 4,520 Property value 10,813 9,491 9,784 8,343 6,912 Loan-to-value ratio, % 58 59 58 58 65

Operating surplus 364 321 437 394 341 Central administration 25 24 35 32 26 Interest income –– – 4 2 Total 339 297 402 365 317 Interest expense 107 102 136 154 151 Interest coverage ratio (multiple) 3.2 2.9 3.0 2.4 2.1

Equity 3,681 3,286 3,592 2,966 2,726 Total assets 11,072 9,727 10,139 8,508 7,6 47 Equity ratio, % 33 34 35 35 36

Attributable to parent company’s shareholders: Profit after tax –– 653 298 294 Income from property management (translated into full-year values for interim periods)1) 305 260 ––– Change in value, investment properties 247 305 ––– Change in value, financial instruments –251 1 ––– Total (adjusted for 22% tax for interim periods) 235 441 653 298 294 Average equity 3,589 3,126 3,257 2,846 2,271 Return on equity, % 6.5 14.1 20.0 10.5 12.9

The table continues on next page.

10 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Summary

Condensed financial B.7 30 Sep 31 Dec information 2016 2015 2015 2014 2013 cont. Operating surplus (translated into full-year values for interim periods)2) 485 428 437 394 341 Average value of properties 10,152 8,427 9,064 7,628 6,502 Investment yield, % 4.8 5.1 4.8 5.2 5.2

Operating surplus 364 321 437 394 341 Rental income 492 429 589 525 464 Surplus ratio, % 74 75 74 75 74

Attributable to parent company’s shareholders: Equity 3,629 3,286 3,548 2,966 2,726 Reversal of deferred taxes 424 338 392 244 172 Reversal of interest rate derivatives 443 255 192 256 29 Total 4,496 3,879 4,132 3,466 2,927 Number of shares 95,747 95,747 95,747 95,747 95,747 Long-term net asset value (EPRA NAV), SEK 47.0 40.5 43.2 36.2 30.6

Attributable to parent company’s shareholders: Equity 3,629 3,286 3,548 2,966 2,726 Reversal of interest rate derivatives (less 22% tax) 346 199 150 200 23 Total 3,975 3,485 3,698 3,166 2,749 Number of shares 95,747 95,747 95,747 95,747 95,747 Net asset value, SEK 41.5 36.4 38.6 33.1 28.7

1) C onversion to full-year has been done by multiplication of average quarterly income from property management during the period with four. 2) C onversion to full-year has been done by multiplication of average quarterly operating surplus during the period with four.

Material changes during the period for the historical financial information In November 2013, Platzer was listed on Nasdaq Stockholm’s main market. The same month, the Company acquired the property Gullbergsvass 5:26 with an underlying property value of just over MSEK 617. In December 2014, Platzer took possession of a property portfolio acquired from Wallenstam with an underlying property value of MSEK 700. In March 2015, the property Göteborg Olskroken 18:7, with an underlying property value of MSEK 750, was acquired. In December of the same year, Platzer issued, through New SFF, its first green bond loan of MSEK 300.

Material changes since 30 September 2016 On 20 October 2016, Platzer entered into an agreement to acquire the Artosa portfolio. In the same month, Platzer disposed of the property Gullbergsvass 703:53 and issued, through New SFF, another green bond loan of MSEK 500.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 11 Summary

B.8 Pro forma financial In the light of the Company’s acquisition of the Artosa portfolio, the below pro statements forma balance sheet as per 30 September 2016 is presented as if the acquisition had occurred on 30 September 2016. In addition, pro forma income statements for the periods 1 January 2015–31 December 2015 and 1 January 2016–30 Sep- tember 2016, respectively, are presented as if the acquisition had occurred on 1 January 2015 and 1 January 2016, respectively. The pro forma financial statements have been prepared solely for informational purposes and to illustrate facts. The pro forma financial statements are based on the accounting principles applied by Platzer in accordance with IFRS. A pro forma financial statement is by its nature intended to describe a hypothetical situation. Platzer presents the pro forma financial statements solely for illustrative purposes and the statements should not be seen as an indication of the actual financial position or the actual results that would have applied, had the above events taken place on the above dates. It should neither be regarded as an indication of Platzer’s future financial position or results. The pro forma financial statements should be read in conjunction with other information in the Prospectus.

Pro forma balance sheet as per 30 September 2016 The Artosa portfolio, Platzer, Pro forma Platzer Pro forma balance sheet, MSEK 2016-09-30 2016-09-30 adjustments pro forma Properties 1,116 10,813 1,5591), 2) 13,488 Other non-current assets 3 44 47 Cash and cash equivalents 1 129 –23), 4) 128 Other current assets 2 86 88 Total assets 1,122 11,072 1,557 13,751

Equity 11 3,681 6955) 4,387 Deferred tax liability 0 432 432 Untaxed reserves 0 0 0 Interest-bearing liabilities 1,066 6,251 8626), 7) 8,179 Non-interest-bearing liabilities 45 708 753 Total equity and liabilities 1,122 11,072 1,557 13,751

1) Adjustment of the fair value of properties of MSEK 1,649 based on the agreed property value in the acquisition. 2) Adjustment for deduction of the purchase price for deferred tax of MSEK 90. 3) Repayment of loans attributable to the Artosa portfolio and the seller in the amount of MSEK 1,066. 4) Costs such as issue expenses are paid in cash. 5) T he Offer with deduction for estimated issue expenses and elimination of acquired equity from the Artosa portfolio. 6) Repayment of loans attributable to the Artosa portfolio and the seller in the amount of MSEK 1,066. 7) A dditional interest-bearing debt of MSEK 1,928 for financing of the acquisition of the Artosa portfolio. Of this amount, MSEK 1,605 represents new bank financing recognized as debt financing for the acquisition. The remaining amount relates to other existing credit facilities in Platzer on the closing date.

12 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Summary

B.8 Pro forma financial Pro forma income statement for the period 1 January 2015–31 December 2015 statements Artosa cont. Pro forma income statement, portfolio Platzer Pro forma Platzer MSEK 2015 2015 adjustments pro forma Rental income 318 589 907 Property costs –97 –152 –249 Operating surplus 221 437 0 658

Central administration costs 0 –35 –35 Net financial items –1 –136 –43 1) –180 Income from property management 220 266 –43 443

Changes in value, investment properties 0 510 510 Changes in value, financial instruments 0 64 64 Profit before tax 220 840 –43 1,017

Tax on profit for the period –48 –176 9 2) –215 Profit for the period 172 664 –34 802

1) I n the pro forma income statement, the additional interest-bearing liability for the partial financing of the acquisition of the Artosa portfolio of MSEK 1,928 according to the pro forma balance sheet, is assumed to have reduced net financial income in 2015 by MSEK 43, corresponding to a 2.24 percent interest rate, which is Platzer’s average interest rate as per 30 September 2016. 2) T he increased net interest income is assumed to reduce the income tax by 22 percent pro forma during 2015.

Pro forma income statement for the period 1 January 2016–30 September 2016 Artosa portfolio Platzer Pro forma income statement, Jan–Sep Jan–Sep Pro forma Platzer MSEK 2016 2016 adjustments pro forma Rental income 236 492 728 Property costs –74 –128 –202 Operating surplus 162 364 0 526

Central administration costs 0 –25 –25 Net financial items 0 –107 –32 1) –139 Income from property management 162 232 –32 362

Changes in value, investment properties 0 251 251 Changes in value, financial instruments 0 –251 –251 Profit before tax 162 232 –32 362

Tax on profit for the period –36 –49 7 2) –78 Profit for the period 126 183 –25 284

1) I n the pro forma income statement, the additional interest-bearing liability for the partial financing of the acquisition of the Artosa portfolio of MSEK 1,928 according to the pro forma balance sheet, is assumed to have reduced net financial income in 2015 by MSEK 32, corresponding to a 2.24 percent interest rate, which is Platzer’s average interest rate as per 30 September 2016. 2) T he increased net interest income is assumed to reduce the income tax by 22 percent pro forma in the period 1 January 2016–30 September 2016.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 13 Summary

B.9 Profit forecast Below is a presentation of Platzer’s earning capacity on a twelve-month basis as per 30 September 2016 and adjusted for the acquisition of the Artosa portfolio and the divestment of the property Gullbergsvass 703:53, which was completed on 3 October 2016. Earning capacity should be regarded as a snapshot of hypothetical earnings and is shown for illustrative purposes only. Earning capacity does not include an assessment of the future development of rents, vacancy rates, property costs, interest rates or other factors. Platzer’s results are also affected by changes in the value of the property portfolio and by any future acquisitions and disposals of properties. Earning capacity should be read in conjunction with the other information contained in this Prospectus. The information on earning capacity has been reviewed by the Company’s auditor. The following information formed the basis for earning capacity:

• Rental income on an annual basis as per 30 September 2016, comprising current lease agreements, including leases for future occupancy in the next six months relating to existing and currently completed properties, including rent supplements, fixed-term lease incentives in the form of reduced rent of MSEK 10 notwithstanding. Estimated rental income of the Artosa portfolio is included on the same basis. • Property costs are based on an assessment of twelve-month rolling costs adjusted for acquisitions and disposals, including estimated annual costs for the Artosa portfolio. • Rental income from project properties has been excluded and is not included in earning capacity. • Cost for central administration on annual basis is estimated on the basis of the current organisation, plus an estimate of annual requirements following the acquisition of the Artosa portfolio. • Financial expenses (net financial items) is calculated on the basis of the Company’s average interest rate level as at 30 September 2016 of 2.24 percent, taking into consideration the acquisition financing for the Artosa portfolio. • Tax on profits refers to a standard tax rate of 22 percent on income from property management.

No other adjustments or estimates concerning Platzer’s earning capacity have been made, such as changes in the value of properties or financial instruments.

Earning capacity on a twelve-month basis Platzer following the acquisition of the Artosa portfolio Current earnings as at and the sale of Income statement, MSEK 30 September 2016 Gullbergsvass 703:53 Rental value 747 1,038 Vacancy –42 –57 Property costs –171 –254 Operating surplus 534 727 Central administration –41 –45 Net financial items –140 –183 Income from property management 353 499 Tax –78 –110 Profit after tax 275 389

Income from property management per share 3.69 4.171)

1) After the Offer, based on that the Offer is fully subscribed.

14 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Summary

B.10 Critical observations Not applicable. There are no critical observations in the auditor’s reports. in the auditor’s reports

B.11 Working capital Working capital in this context refers to the financing available for the Com pany to enable it to meet its payment obligations for the next twelve months without any consideration to expected refinancings during the period. Platzer’s board of directors is of the opinion that, excluding funds raised through the Offer, the Company does not have sufficient working capital to finance its current requirements for the next twelve months because of the need to finance the acquisition of the Artosa portfolio and refinance some other loans maturing during the next twelve months (which normally always is refinanced). The Offer is covered by subscription and guarantee undertakings to approximately 53 percent. In addition, shareholders representing approximately 25 percent of the shares in the Company have expressed their intention to subscribe for their pro rata shares in the Offer. The subscription and guarantee undertakings are not secured. If the Offer, contrary to what is stated above, cannot be concluded before the acquisition of the Artosa portfolio is to be completed and the purchase consideration to be paid, the Company can utilize the bridge financing of MSEK 700. However, the bridge financing is due for payment on 20 October 2017, which means that Platzer will have to repay the bridge financing within the next twelve months, unless the Company is able to renegotiate this and/or the Company’s other loan agreements or if the Company successfully implements the Offer at a later time. Further, the Company has loans of approximately MSEK 530 expiring to maturity and is planned to be refinanced in March 2017. If the Company were to be unable to raise new financing or renegotiate existing loan agreements, a shortage of working capital would occur. Platzer has at present no reason to expect that this would occur, but should this happen, the Company is of the opinion that its working capital requirements, given the above circumstances, would amount to approximately MSEK 400 over the next twelve months and that its existing working capital is sufficient to finance the Company’s activities until the end of March 2017, when above stated loans are due for refinancing. However, Platzer’s board of directors estimates that the funds raised by the Company through the Offer, which is 53 percent covered by subscription and underwriting undertakings, available refinancing opportunities together with existing working capital and the Company’s cash flow from operating activities are sufficient to finance current requirements for the next twelve months. Should the Offer not be fully subscribed and the Company is unable to find new loan financing to refinance the bridge financing as it becomes due for payment, Platzer will seek to renegotiate the terms of the bridge financing and the Company’s other loan agreements, which in Platzer’s opinion will result in sufficient working capital for the next twelve months.

Section C – Securities C.1 Type of securities Class B shares in Platzer Fastigheter Holding AB (publ), Reg. No. 556746-6437 ISIN code: SE0004977692.

C.2 Currency The shares are denominated in SEK.

C.3 Total number of As per the date of the Prospectus, the Company has issued 95,997,434 shares in shares in the total, divided on 20,000,000 class A shares and 75,997,434 class B shares. The Company shares have a quota value of SEK 0.1. The shares in the Company have been issued in accordance with Swedish law. All shares are fully paid.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 15 Summary

C.4 Rights associated The rights attached to shares in the Company may only be changed in accord- with the shares ance with the procedures set out in the Swedish Companies Act (2005:551). Each ordinary class A share in the Company carries ten votes at a general meeting. Each class B share and each class C share in the Company carries one vote at a general meeting. In an issue of new class A, class B and class C shares, each shareholder shall as a general rule have pre-emptive rights to new shares of the same share class on a pro rata basis. In a new share issue consisting solely of either class A, class B or class C shares, each shareholder shall as a general rule have pre-emptive rights to new shares on a pro rata basis, regardless of the share class held by the shareholder prior to the share issue. In an issue of warrants and convertibles, shareholders shall as a general rule have pre-emptive rights in accordance with what is stated above All the shares in the Company have equal rights to dividends and to the Company’s assets and any surplus in case of liquidation.

C.5 Limitations on The Company’s class A shares are subject to a post-sale purchase right clause transfer pursuant to the Company’s articles of association. There are no transfer limitations with respect to the Company’s class B and C shares.

C.6 Listing Platzer’s class B share is listed on Nasdaq Stockholm since 2013. The shares are traded on the Mid Cap list under the short name PLAZ B. Trading in the class B shares that will be issued as a result of the Offer will commence on Nasdaq Stockholm on or around 21 December 2016.

C.7 Dividend policy The dividend shall, in the long-term, amount to 50 percent of the income from property management after tax (taxes pertain to a 22 percent standard tax rate).

Section D – Risks D.1 Main risks regarding Platzer’s operations and market are subject to a number of risks that, wholly or the Company and partially, are outside Platzer’s control and which may adversely affect the its operations Platzer’s operations, financial position and earnings. Prior to a potential investment decision, it is important to thoroughly assess the risk factors deemed to be of importance for Platzer’s future development. These risks include, among others, the following industry and operation related risks:

• the risk that changes in macro-economic factors, such as economic development, growth, employment and fluctuations in the capital markets, as well as changes to property-specific conditions have a negative impact on the value of Platzer’s properties and financing opportunities; • the risk that changes in market interest rates and legal banking frameworks, which may influence the banks’ margins, result in a significant increase in Platzer’s interest rates costs; • the risk that Platzer, in connection with property transactions, misjudges the acquired or transferred property’s potential, incurs significant costs that cannot be compensated for, or that the Company’s ability to attract tenants to a recently acquired property turns out to be worse than expected; and • the risk that legislation and other regulations may change or that Platzer’s current interpretation and application of existing legislation and regulations proves to be incorrect, with the result that Platzer is forced to take significant and costly measures to adapt Platzer’s operations to future legal conditions.

The main industry and operation related risks described above could have material adverse effect on Platzer’s operations, financial position and earnings.

1 INVITATION6 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Summary

D.3 Main risks regarding Main risks relating to the Offer and Platzer’s shares, which could have a materi- the securities al adverse effect on the Group’s financial position and earnings, consist of:

• the risk that the price of the Company shares fluctuate significantly and that the share price develops negatively, with the result that an investor may not get is invested capital back; • the risk that dividends will not be paid in the years to come with the result that an investor’s potential return will be solely dependent on the share price’s future development; and • the risk that shareholders in jurisdictions outside Sweden are subject to restrictions that prevent them from participating in rights issues, as is the case with this Offer, or limit their ability to participate.

Section E – The Offer E.1 Issue proceeds and The Offer will raise approximately not more than SEK 718 million for Platzer issue expenses before issue expenses. From the issue proceeds, approximately SEK 12 million will be deducted in the form of issue expenses.

E.2a Background and Platzer is one of Gothenburg’s largest property companies specialising in reasons commercial property, primarily office space. As at 30 September 2016, the Company owned 61 properties with a total area of approximately 478,000 sq. m. Platzer creates growth and profitability through letting and management, property projects and urban development, as well as acquisitions and disposals of properties. Platzer prioritizes good relationships with tenants and offers a service that focuses on close relationships and commitment. Platzer’s business idea is to generate value by owning and developing commercial property in the Gothenburg area. Based on this business concept Platzer has, since the IPO in 2013, increased the property value by approximately SEK 4.5 billion, from approximately SEK 6.3 billion to approximately SEK 10.8 billion 2016 and increased the market capitalization value from approximately SEK 2.5 billion to approximately SEK 5.4 billion as at 30 September 2016. From 30 September 2013 to 30 September 2016, the annual income from management operations (on a twelve months basis) increased by approximately MSEK 142, from approximately MSEK 161 to approximately MSEK 303. On 21 October 2016, it was announced that Platzer had entered into an agreement with AB Volvo, through Volvo Group Real Estate with subsidiaries, regarding the acquisition of the Artosa portfolio. The Artosa portfolio comprises approximately 338,000 sq. m. of lettable area in Arendal and Torslanda and land in Arendal, Torslanda and Säve (Artosa). The total land area comprises approximately 3,600,000 sq. m. In the transaction, the underlying property value was valued at approximately SEK 2.8 billion and the acquired properties have an annual rental value of approximately MSEK 300. The preliminary completion date is 15 December 2016. The largest tenants in the Artosa portfolio consist of companies in the Volvo group, which lease just below 50 percent of the lettable area. Other tenants include DFDS, Plastal, Tibnor and Damco. The distribution in terms of property type is approximately 60 percent logistics and approximately 40 percent offices. The acquisition of the Artosa portfolio makes Platzer a significantly larger property company and represents a strategically important step. This is the case not only because the value of Platzer’s properties increases by approximately 26 percent to approximately SEK 13.6 billion (based on the value of the existing property portfolio as per 30 September 2016), but also because of a number of other factors:

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 17 Summary

E.2a Background and • The portfolio will generate a good cash flow for Platzer while also providing reasons the Company with a good opportunity to undertake urban development cont. activities in the area, sell building rights and develop AB Volvo’s current head office in Torslanda; • Platzer’s property portfolio will be complemented both geographically, with a wider range of office locations, and in terms of a new type of property for industry and logistics; • Platzer gets a larger property portfolio, which improves the opportunities for continued profitable growth, through both more own project investments and thereby becomes a more interesting and stronger cooperation partner for customers and municipalities; and • Platzer will be able to take advantage of the even greater attractiveness of what is considered as Sweden’s best logistics location1), which is expected to follow from the large infrastructure investments being planned in Arendal.

The acquisition will not lead to any changes of Platzer’s financial targets, risk measures or dividend policy. However, Platzer’s financial targets were updated in connection with the Company’s announcement of the interim report for the third quarter 2016 since Platzer achieved its financial target of net asset value (NAV) of SEK 40/share already in 2016 instead of 2017. In order to partly finance the acquisition of the Artosa portfolio, Platzer’s board of directors resolved on 20 October 2016, subject to the general meeting’s approval, to carry out a rights issue to raise a maximum of approximately MSEK 718 before transaction related costs and expenses. On 14 November 2016, the extraordinary general meeting of Platzer approved the board of director’s resolution on the rights issue. All shareholders of the Company will have pre-emptive rights to subscribe for the new shares. The remainder of the financing required for the acquisition of the Artosa portfolio will be covered by way of new bank loans2) and the Company’s existing resources. The shareholders Ernström Kapital AB, members of the Hielte/Hobohm family2), Länsförsäkringar Göteborg and Bohuslän Fastigheter AB, AnJa Invest AB (Backahill) and Gårda Intressenter AB, with aggregate holdings of approximately 53 percent of the shares of the Company, have undertaken to subscribe for their respective pre-emptive parts of the Offer. In addition, shareholders with aggregate holdings of approximately 25 percent of the shares in the Company (Länsförsäkringar Fastighetsfond, Länsförsäkringar Trygghetsfond, Fjärde AP-fonden, Carnegie Fonder 3) and Svolder) have expressed their support for the Offer. Hence, in aggregate the Offer is covered by subscription and guarantee undertakings and non-binding declarations of intent representing approximately 78 percent of the Offer. Platzer’s board of directors estimates that the Company’s working capital, excluding the funds received through the Offer, are not sufficient to cover the current needs during the coming twelve month period due to the need to finance the acqusition of the Artosa portfolio and the need to refinance certain loans maturing within the coming twelve month period (which are normally always refinanced). If the Offer cannot be concluded before the acquisition of the Artosa port folio is completed and the purchase consideration is to be paid, the Company can utilize a bridge financing of MSEK 700. However, there is a risk of shortage in the working capital within the next twelve months since the bridge financing is due for payment in October 2017 and the Company has further loans expiring which are intended to be refinanced in March 2017.

1) Savills. 2016, Spotlight Logistics Property Market. 2) The commitment on the part of the Hielte/Hobohm family relates to their respective pre-emptive parts up to a hypothetical issue amount totaling MSEK 500. The remaining pre-emptive parts allocated to the Hielte/Hobohm family will be subscribed for by Ernström Kapital AB. 3) Carnegie strategifond, Carnegie Sverige Select, Carnegie Strategy and Carnegie All Cap.

18 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Summary

E.2a Background and Platzer has at present no reason to expect that such situation would occur, reasons but should this happen, the Company is of the opinion that its working capital cont. requirements, given the above circumstances, over the next twelve months, will amount to approximately MSEK 400 and in that case the Company will seek to renegotiate the terms of the bridge financing and the Company’s other loan agreements, which in Platzer’s opinion will result in sufficient working capital for the next twelve months.

E.3 Terms and The Offer comprises not more than 23,936,858 class B shares in the Company. conditions Persons who on the record date are registered as shareholders in Platzer will receive one (1) subscription right for each share held (regardless of class). Four (4) subscription rights entitle to subscription of one (1) new class B share. The subscription price amounts to SEK 30 per new share Subscription for new shares shall take place during the period from and including 21 November 2016 up to and including 5 December 2016. Subscription may be made also without subscription rights. The subscription rights will be traded on Nasdaq Stockholm during the period from and including 21 November 2016 to and including 1 December 2016. If not all new shares have been subscribed for with subscription rights, the board of directors shall decide on allotment of new shares within the highest amount of the Offer in accordance with the following:

• Firstly, new shares shall be allocated to persons that have subscribed for shares by exercise of subscription rights and declared their interest to subscribe for shares also without subscription rights, whereby – in the event of over-subscription – allocation shall be made in relation to the number of subscription rights such persons have exercised for subscription and, to the extent such allocation cannot be effected, by the drawing of lots. • Secondly, allocation shall be made to other persons that have declared their interest to subscribe for shares without subscription rights, whereby – in the event of over-subscription – allocation shall be made in relation to the number of shares set forth in the respective subscription form and, to the extent such allocation cannot be effected, by the drawing of lots.

E.4 Interests and None of the board members or senior executives has any family ties to another conflicts of interest board member or senior executive. There are no conflicts of interest or potential conflicts of interest between, on the one hand, the duties of the board members or the senior executives towards Platzer or its subsidiaries and, on the other hand, their private interests and/or other duties. SEB is the financial adviser to Platzer in connection with the Offer. SEB has provided, and may also in the future provide, various banking, financial and investment services, as well as commercial and other services to Platzer, for which SEB has received, and may in the future receive, remuneration. Further- more, SEB is a lender to the Company.

E.5 Selling shareholders/ Not applicable. lock-up

E.6 Dilution effect Shareholders who choose not to participate in the Offer may experience dilution of their shareholding by up to 23,936,858 shares, corresponding to approximately 20 percent of the total number of shares, but will have the opportunity to compensate for the economic dilution by selling their subscription rights. Holders of class A shares who subscribe for their respective pre-emptive parts of the Offer will see their share of voting rights diluted by up to approximately six percent.

E.7 Expenses for Not applicable. Brokerage commission will not be charged. the investor

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 19 Risk factors

Risk factors

An investment in Platzer’s shares is associated with various risks. A number of factors affect, or could potentially affect Platzer’s operations, both directly and indirectly. The risk factors considered to affect the operations and future development of Platzer are described below, in no particular order, and without claiming to be exhaustive. The risks described below are not the only risks which Platzer and its shareholders may be exposed to. Additional risks not currently known to Platzer may also have an adverse effect on Platzer’s operations, financial position and/or earnings. Such risks may also lead to significant drops in Platzer’s share price, and investors may lose all or part of their investment. In addition to this section, investors should also take into consideration the information provided in the Prospectus in its entirety. The Prospectus also contains forward-looking statements that are subject to future events, risks and uncertainty factors. Platzer’s actual earnings could differ materially from what is anticipated by these forward-looking statements as a result of numerous factors, including the risks described below and elsewhere in this Prospectus.

Risks related to Platzer inspections and which are attributable to the The acquisition of the Artosa portfolio automotive operations conducted by VGRE or On 20 October 2016, Platzer entered into agreements companies within the same group as VGRE. Accord- to acquire all the shares in a number of property- ingly, there is a risk that Platzer may be held liable owning companies controlled by Volvo Group Real for potential environmental contamination in the Estate AB (“VGRE”) (the “Artosa portfolio”). Like all acquired properties and may consequently incur property transactions, the acquisition is associated substantial costs. Furthermore, the completion with risks and uncertainties in relation to, among date for the acquisition may be postponed in the others, indebtedness, property type, geographical event that relevant property registrations are location, environmental aspects, internal organisa- appealed. Hence, there is a risk that Platzer may tion, property registration and demand. lose income during the period up until such a In connection with the acquisition, Platzer’s postponed completion date. Finally, the Company’s interest-bearing liabilities increase by approxi- ability to attract potential new tenants to the newly mately SEK 1.9 billion, representing a 31 percent acquired properties is contingent on demand for increase compared to the Company’s interest-bear- leasing in the properties in question. Exposure to ing liabilities as per 30 September 2016. A change in the above risks may have a material adverse effect market interest rates could therefore have an even on Platzer’s operations, financial position and greater impact on the Company’s interest costs. earnings. Since approximately 60 percent of the acquired For further information on risks relating to premises will be logistics premises, the acquisition property acquisitions, refer to the risk factor also means that Platzer will manage a property “Exposure to risks associated with property type which has not previously formed part of transactions”. Platzer’s holdings. The premises are also located in Exposure to macroeconomic factors areas where Platzer has not previously had any Platzer is a property company with a focus on operations. The new type and geographical location commercial properties, primarily offices, in the of the properties will pose additional demands on Gothenburg area. As per 30 September 2016, Platzer Platzer and its internal organisation as well as on owned and developed 61 properties with a total external parties hired by Platzer in connection with lettable area of approximately 478,000 sq. m. its management operations. Furthermore, the Following the acquisition of the Artosa portfolio, properties included in the Artosa portfolio have these numbers changed to 71 properties and been used in operations that may have caused approximately 816,000 sq m, respectively. As a environmental contamination. Among other things, player in the property sector, Platzer is greatly the relevant properties have been used in the affected by macroeconomic factors as well as shipbuilding and automotive industries. Platzer fluctuations in the local property markets where and VGRE have, between the parties, agreed that Platzer is active. These factors include, but are not Platzer will be liable for all potential costs attributa- limited to, the general economic development, ble to contamination except for such which was growth, fluctuations in the capital markets, the not discovered in connection with environmental

20 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Risk factors

production rate for new residential and commercial or at all, the result may be a lower occupancy rate buildings, changes in infrastructure, population and lower rental income. The same applies if growth and structure, inflation and currency and Platzer is forced, for contractual, regulatory and/or interest rates. Such factors may be affected by the other reasons, to grant rent reductions because of, impact of specific events, such as the US presiden- for example, unfulfilled property maintenance tial election and the British referendum on leaving requirements or in case of incorrect adjustments of the EU. Such events could entail significant negative the prevailing rental levels. economic fluctuations, both globally and locally. As per 30 September 2016, Platzer had 720 lease Growth in the economy affects, in turn, the rate agreements. Major tenants include DB Schenker, of employment which is a fundamental basis for the Migration Agency, the Swedish Social Insur- supply and demand in the rental market. A general ance Agency, Nordea Bank AB, Länsförsäkringar decline or shift in the growth of the office property Göteborg & Bohuslän, Stampen, Domstolsverket, market, in Gothenburg and generally, can affect Cochlear, Mölnlycke Health Care and Gothenburg rents, occupancy rates, the demand for the Compa- Region Association of Local Authorities. As a result ny’s properties, the value of the Company’s proper- of negative trends in certain sectors and/or types of ties as well as access to, and cost of, financing. tenants, such as austerity programs or cost-cuts, Adverse developments in the automotive industry, one or several of Platzer’s major tenants could which is historically very important in the Gothen- terminate or choose not to extend their leases, burg area, could have similar effects. The similarity which may result in a lower occupancy rate and in between the properties in Platzer’s property turn have a material adverse effect on Platzer’s portfolio, both in relation to geography and area of rental income. use, creates increased exposure since reduced If any of the above risks were to materialize, it demand for office space in the Gothenburg area could have a material adverse effect on Platzer’s could affect Platzer to a greater extent than it might operations, financial position and earnings. affect competitors with a more diversified property portfolio. These factors may have a material Exposure to property cost changes and property adverse effect on the Company’s operations, adaptations financial position and earnings. Platzer’s utility costs consist primarily of costs of electricity, waste, water, heating and cooling. Many Exposure to risks associated with rental income of the goods and services to which these costs relate and rental development can only be purchased from one or a few parties, Platzer’s income is affected by occupancy rates, which may affect the price that Platzer must pay. rental levels and the tenants’ ability to pay rent. Platzer normally passes such utility costs on to the Occupancy rates and rental levels are affected in tenants in the form of contractual supplements in turn by, among other things, the general economy, addition to the basic rent normally paid by tenants. population growth and the supply of similar To the extent increased costs cannot be compensat- premises. ed by such supplements, for example in the event The risk of a higher vacancy rates and loss of of vacancies, this may have an adverse effect on rental income increases with the number of large, Platzer’s operations, financial position and earnings. individual tenants of a property company. As per Platzer must maintain the state of its properties 30 September 2016, Platzer’s 20 largest lease in accordance with required standards and tenant agreements accounted for 32 percent of Platzer’s expectations under provisions in lease agreements annual rental value. The largest lease agreement and regulatory requirements. Measures to main- accounted for four percent. There is a risk that one tain the properties’ standard give rise to mainte- or more of Platzer’s major tenants may choose not nance costs. These costs are expensed to the extent to renew or extend their respective lease agree- they relate to repairs and maintenance. Other ment when it expires. This could lead to higher additional maintenance expenses are capitalized in vacancy rates and reduced rental income unless the balance sheet to the extent they are deemed to Platzer can generate similar rental income by raise the value of the properties. If Platzer fails to leasing all or parts of the empty space to new effectively maintain, renew and upgrade its proper- tenants. Even if Platzer’s current tenants may wish ty holdings in a timely manner to comply with to renegotiate their lease agreements, the market contractual and/or regulatory requirements conditions at the time of the negotiations may relating to its properties, unforeseen maintenance, affect the rental levels. If Platzer is unable to renew renovation and conversion requirements could or enter into lease agreements on favorable terms, arise. Platzer could also be forced to grant rent

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 21 Risk factors

reductions and/or become subject to other require- Exposure to risks associated with property ments from its tenants if the state of the properties transactions is considered unsatisfactory, which could lead to Property transactions, i.e. buying and selling increased costs for Platzer and a material adverse properties in the Company’s field of activity, are a effect on Platzer’s operations, financial position and part of Platzer’s business concept. All property earnings. transactions are associated with uncertainty, for The technical operation and condition of example, the risk of loss of tenants, unforeseen Platzer’s properties could also be affected by costs for handling technical problems or environ- construction flaws, other hidden errors or faults, mental cleanup. Both time and resources are damage (for example, as a result of power outages, required of the Company’s management in connec- fire or other forces of nature, asbestos or mould) tion with transactions, among other things for and contaminations. Platzer could also fail in conducting due diligence and negotiations, which maintaining appropriate property conditions as a may in turn divert the management’s attention result of extreme weather conditions or for other from Platzer’s other operations. Transactions also reasons, which could have a material adverse effect lead to costs which may be significant and which on Platzer’s operations, financial position and may not be recovered or compensated for, in the earnings. event, for example, a transaction is not completed. There is a risk that work made in connection Exposure to changes in the value of the Company’s with a potential acquisition or disposal may prove properties insufficient, inaccurate, costly or result in contrac- The value of Platzer’s properties is affected by a tual provisions which are unfavorable for Platzer. number of factors, both property-specific such as Contractual terms may from time to time include vacancy rates, rental level, length of lease agree- reversion clauses, financing restrictions and the ments and operating costs, and market-specific like, resulting in uncertainty in connection with factors such as required yields, imputed interest the acquisition. Gaps or deficiencies in a due rates derived from comparable transactions in the diligence process may cause the Company to take property market, the cost of capital, property unplanned development and adjustment measures market liquidity and other factors. or lead to lengthy disputes. Additionally, there is a All of Platzer’s properties are classified as risk that the Company may fail in obtaining com- investment properties. Accordingly, the properties pensation from the other party for warranty claims are recognized in the balance sheet at fair value in connection with acquisitions. Other transaction with changes recognized in the income statement. risks include, for example, inability to recover costs As a consequence, potential changes in the market relating to acquisition of assets, delays, and take value of the properties, including changes resulting over of lease agreements with unfavorable condi- from macroeconomic factors and changes in tions for the landlord. required yields, are significant for the Company’s Some risks may materialize only after an financial position and earnings. For example, the acquisition has been completed, such as the risk of Company may be forced to repay all or parts of its incorrect assumptions regarding the future yield of bank loans in the event that the Company, due to the acquired assets. Similarly, in a sale there is a depreciations of the Company’s properties, fails risk that the new owner may discover an error only to meet specific conditions under the bank loan after the sale, which could entitle the new owner agreements concerning, for example, the loan-to- to financial compensation from the Company or value ratio. Even if value changes of the investment remedial measures. properties do not directly affect Platzer’s cash flow, The Company’s ability to attract tenants to a significant reductions in the fair value of the invest- newly acquired property is dependent on demand ment properties may have a material adverse effect for space in the relevant property. There is a risk on Platzer’s financial position and earnings. that Platzer may not achieve the expected yield in Furthermore, all property valuation is uncertain all property transactions. Additional risks may since the valuer must, at the time of valuation, materialize in connection with property transac- make assumptions regarding, among other things, tions, for example that investment and project market rents and required yields. The uncertainty costs may be higher than expected, as a result of, of the valuation increases in a volatile market, or in for example, delays, unforeseen events, including the absence of relevant transaction information. changes in regulations or urban plans, deviations Incorrect estimates of the value of properties may from project calculations or unforeseen structural have material effects on Platzer’s financial position problems entailing additional costs. and earnings.

22 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Risk factors

Exposure to risks in connection with property If the supply of new properties increases, this transactions may thus have a material adverse may significantly affect the Company’s rental levels effect on Platzer’s operations, financial position and required yield. As a consequence of competi- and earnings. tion from project development companies and other construction companies, Platzer may incur Exposure to liquidity risk and the ability to sell higher investment costs to maintain the competi- properties tiveness of its properties in relation to such new Platzer’s assets consist of commercial properties in properties. If the Company is unable to compete the Gothenburg area. The liquidity in the commer- successfully, this may materially affect rents and cial property market in the Gothenburg area may vacancy rates, which could reduce the Company’s decrease, which could have a material adverse earnings. Should any of the above risks materialize, effect on the Company’s ability to sell properties. this may have a material adverse effect on Platzer’s Liquidity in the relevant market may be adversely operations, financial position and earnings. affected by a number of factors, for example, general declines in macroeconomic conditions, Exposure to environmental risks changes in the financial position or prospects of Platzer is subject to increasingly stringent environ- potential buyers, changes in national or interna- mental, health and safety laws and regulations in tional economic conditions and changes in laws, relation to the Company’s acquisitions, ownership regulations or tax policies. Should the Company be and property management. For example, the forced or wish to sell, for whatever reason, one or Environmental Code (Sw. Miljöbalken (1998:808)) several of its properties, or if the liquidity in the provides that any party who operates a business market deteriorates, the Company may not be able that has contributed to environmental contamina- to sell the properties on favorable terms, or at all, tion is liable for the environmental cleanup. If no which may adversely affect the Company’s acquisi- such party is able to carry out or pay for the clean- tion, establishment and expansion opportunities. up, then in some cases the party that acquired the An illiquid property market may also result in a property is liable, provided that such party was significant decline in the fair value of the Company’s aware, at the time of the acquisition, of the envi- properties. If one or several of the above mentioned ronmental contamination, or should have discov- risks were to materialize, this could have a material ered it. Thus, there is a risk that the Company may adverse effect on Platzer’s operations, financial become liable for environmental cleanup in position and earnings. acquired properties even if the Company itself did not cause the contamination. Exposure to competition in the property market The environmental risks in Platzer’s business Platzer is not the only company operating in the consist primarily of the risk that contamination commercial property market in the Gothenburg and toxic substances may be found in properties area. Platzer’s future competitiveness depends, and buildings. The Company is also subject to among other things, on Platzer’s ability to predict additional regulations on, for example, work future changes and react quickly in response to environment and safety, asbestos management existing and future market needs. Thus, Platzer and decontamination as well as greenhouse gas may be forced to make costly investments, restruc- emissions through, among other things, energy and turings or price reductions to adapt to a new electricity consumption. Failure to comply with competitive situation, which could have an adverse such regulations may result in enforcement effect on Platzer’s operations, financial position and actions, fees or fines, and in some cases restrictions earnings. on the Company’s operations. If any of the above The Company is exposed to competition from environmental risks should materialize, it could both other property management companies and have a material adverse effect on Platzer’s opera- project developers, and the Company competes for tions, financial position and earnings. tenants, based among other things on property For further information on environmental risks location, rents, office specifications, size, availabili- in connection with the acquisition of the Artosa ty, quality, tenant satisfaction and the Company’s portfolio, refer to the first risk factor “The acquisi- reputation. Platzer’s competitors may have more tion of the Artosa portfolio”. resources and capacity than Platzer to better withstand downturns in the market, compete more effectively, retain skilled personnel and react faster to market changes.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 23 Risk factors

Exposure to restrictions in investment Platzer’s development projects also depend on opportunities the availability of financing on acceptable terms Platzer’s strategy comprises acquisition of proper- and the availability of properties required for new ties and property and building rights of a signifi- buildings in attractive areas and market segments. cant size in strategic locations that meet the The Company’s ability to successfully complete Company’s investment criteria. Supply and development projects can also be affected by demand for properties and building rights, compe- market factors such as demand for commercial tition, planning, local regulations, and availability properties, vacancies, rental levels, project man- of financing may limit the number of suitable agement efficiency, cost analysis and control, properties and market segments. The Company changes in relation to taxes and fees, and other may therefore fail in identifying and acquiring new factors that may lead to delays and increased or properties or building rights. If Platzer is unable to unexpected costs. identify or acquire such properties or building There is also a risk that Platzer may not obtain rights, Platzer would have limited opportunities to the required regulatory permits or approvals for increase its property portfolio through acquisition new constructions, that the permitted use of and development projects, which could in turn acquired properties changes and that changes in have a material adverse effect on Platzer’s financial conditions, plans, rules and legal requirements position and earnings. may lead to delays or increased costs. In the event that Platzer’s permits or approvals are revoked, the Exposure to risks relating to development projects development may also be halted. If one or more of and new constructions the above risks were to materialize, this could have As a part of its operations, Platzer adapts its proper- a material adverse effect on Platzer’s operations, ties to tenant requirements by making investments financial position and earnings. in its existing property portfolio, expanding existing properties and pursuing new construction Exposure to insurance risk projects. Platzer has the following main types of insurance Platzer’s development projects are carried out policies: property insurance, contractor liability by external construction companies, which means insurance, travel insurance and office insurance. that Platzer is dependent on the availability of The Company has also contracted liability insur- external suppliers and contractors and the price of ance for the board of directors and senior execu- such services. From time to time, there is a risk that tives. There is a risk that the Company’s insurance the availability of such suppliers and contractors coverage may prove to be insufficient to compen- may be limited, for example due to significant sate for losses related to damage to the Company’s fluctuations in the economy. In addition, Platzer’s properties or other losses. Certain types of risk in dependence on external suppliers entails certain particular may be or become impossible or too project-related risks, such as delays, construction costly for Platzer to insure against. The Company flaws, hidden defects, other faults, damage and may incur significant losses or damage to its assets contamination, which could lead to claims for or operations which cannot be compensated in full, compensation or termination of lease agreements or at all in the event that such a risk materializes. with Platzer by relevant tenants under certain In the event of damage to a property leading to a circumstances. party’s termination or failure to renew their lease As per 30 September 2016, Platzer had a total of agreement, there is a risk that the Company’s four major ongoing development projects. Platzer’s insurance coverage may not include loss of rental total investment volume for these projects was income in connection therewith. In the event of an estimated, per the same date, at approximately uninsured damage arising, or if the damage MSEK 740. The ability to implement economically exceeds the insurance coverage, the Company profitable property-related development projects is could lose all or part of the capital invested in the contingent on a number of factors, such as Platzer’s relevant property and future income from the ability to maintain and recruit necessary expertise property. The Company may also be liable for repair in areas such as construction design, engineering, of damage caused by uninsured risks. The Company production and sales, and the ability to obtain may also be held liable for liabilities and other necessary permits and to ensure that Platzer financial obligations in respect of damaged build- obtains favorable contracts with external construc- ings. Uninsured losses or losses exceeding the tion companies. insurance coverage may have a material adverse

24 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Risk factors

effect on Platzer’s operations, financial position and may incur increased costs in connection with earnings. adapting its operations to future legal requirements, which may in turn have a material adverse Exposure to organisational and operational risks effect on Platzer’s operations, financial position and Platzer’s continued success depends largely on its earnings. senior executives as well as other employees. Property tax is a major cost item for property Platzer competes with other property companies companies. Changes in the regulatory framework and other sectors in Gothenburg and the rest of for corporate, value added and property taxes, as Sweden for employees with relevant skills. There is well as other state and municipal taxes may a risk that the Company may be unable to retain therefore affect the conditions for Platzer’s opera- and recruit qualified staff in the future. Lack of tions to a significant extent. There is also a risk that continuity in the Company’s base of skilled employ- tax rates may change in the future and of other ees, or failure by the Company to retain or recruit changes to the state and municipal systems, senior executives and other key personnel may affecting property ownership. An amendment of have a material adverse effect on Platzer’s opera- tax legislation or practices entailing, for example, tions, financial position and earnings. changed possibilities of depreciation for tax purposes, may adversely affect Platzer’s future tax Exposure to the public sector situation. There is a risk that Platzer may not be The operations of some of Platzer’s tenants are able to impose such a cost increase on tenants, and tax-funded. The Migration Agency, Domstolsverket, accordingly the cost increase could have a material the Swedish Social Insurance Agency and Gothen- adverse effect on Platzer’s operations, financial burg Region Association of Local Authorities, are position and earnings. among Platzer’s major tenants. If these tenants Platzer makes significant investments in its become subject to political decisions or cost-cuts, existing properties. The Company’s classification of in turn affecting Platzer’s ability to retain or property investment costs is based on interpreta- conclude lease agreements with them on terms tions of applicable tax legislation, regulations and which are favorable to Platzer, this could affect the statements by, among others, the Swedish Tax occupancy rate and reduce Platzer’s rental income, Agency. The Company’s former and current direct which could have a material adverse effect on deductions and depreciation can be challenged if Platzer’s operations, financial position and earnings. the Company’s interpretation of laws and regula- Furthermore, there is a risk that Platzer’s tions or of their applicability is incorrect, or if the employees, subcontractors for whom Platzer is applicable laws and regulations or interpretations responsible, and public bodies that Platzer con- thereof or administrative practices in relation to tracts may be deemed to act in breach of policies or these changes. If the Swedish Tax Agency were to applicable public procurement legislation and successfully make such claims, this could lead to regulations. Should this occur, or if Platzer fails, in an increased tax burden, including penalties and the future, to be awarded contracts under public interest. Should any of the above risks materialize, procurements, this may have a material adverse this may have a material adverse effect on Platzer’s effect on Platzer’s operations, financial position and operations, financial position and earnings. earnings. Platzer runs its operations through a number of subsidiaries. Historically, the Company has Exposure to regulations and changes in the legal acquired and sold properties both directly and via environment, including tax legislation subsidiaries. According to Platzer, the Company Platzer’s operations are subject to Swedish and EU complies with current legislation and tax regula- legislation, as well as rules and regulations regard- tions and statements from the Swedish Tax Agen- ing building plans and zoning, building standards, cy. There is a risk that, as a result of tax inspections safety and protective regulations, health and and audits, any Group company may incur addi- environmental regulations, rules on permissible tional taxes or be denied tax deductions, having construction materials, building classifications and regard to previous acquisitions and disposals of rental and lease legislation. Legislation and other property and shares, financings and intra-group regulations may change, and there is a risk that reorganizations. If the Company’s interpretation of Platzer may not be able to satisfy such changed tax legislation and tax regulations or the applica- requirements without having to take significant tion thereof is incorrect, if the Swedish Tax Agency measures and incurring significant costs. Platzer successfully makes negative tax adjustments in

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 25 Risk factors

relation to a unit within the Group, or if applicable risk means a risk that changes in market interest laws, regulations or governmental interpretations rates may cause fluctuations in financial income thereof or established administrative practices in and expenses and the value of financial instru- relation to these change, the Group’s former and ments. The interest costs are affected primarily by current management of tax issues may be chal- current market interest rates and the margins of lenged. If the Swedish Tax Agency asserts such credit institutions as well as Platzer’s fixed interest claims successfully, this may lead to an increased strategy. As per 30 September 2016, Platzer’s tax burden, including tax penalties and interest. average interest rate was 2.24 percent. The effect If one or more of the named risks materialize, this on Platzer’s result before tax of a change in interest could have a material adverse effect on Platzer’s rates of one percent would, as per 30 September operations, financial position and earnings. 2016, entail an increase/decrease of approximately Platzer’s operations are also subject to anti- MSEK 27. There is a risk that Platzer’s cost of interest corruption and anti-bribery legislation and regula- may increase as the market interest rates increase tions. In the context of its operations, the Company and/or that Platzer, in connection with future may conclude transactions with public bodies that renegotiation of loans, will be unable to negotiate are also subject to such legislation. There is a risk favorable interest rates or credit terms. Short-term that the policies and procedures adopted by the rates are mainly affected by the Swedish Central Company may not be complied with at all times or Bank’s (Sw. Riksbanken) key interest rate. In times of that the Company may not effectively detect and expected rising inflation, interest rates are expect- prevent violations of applicable laws and regula- ed to increase, which could have an adverse effect tions or cases of fraud, bribery, and corruption. on Platzer’s earnings, cash flow and required yield Platzer may, accordingly, be subject to sanctions and therefore also the market value of the Compa- and reputational damage in case of breach by its ny’s properties and the price at which Platzer may employees, suppliers or business partners of sell these. Potential changes in interest rates could anti-corruption or anti-bribery laws, which may have a material adverse effect on Platzer’s opera- have a material adverse effect on Platzer’s operations, financial position and earnings. tions, financial position and earnings. Exposure to value changes in interest rate Exposure to disputes and other legal proceedings derivatives Platzer may become involved in legal proceedings Since a part of Platzer’s credit facilities are subject with tenants, suppliers, business partners and to variable interest rates, Platzer uses interest rate third parties in the context of the Company’s derivatives, mainly swaps, to reduce its exposure day-to-day operations, or as a result of property to interest rate changes. As per 30 September 2016, transactions or similar. In addition, the Group, or Platzer had a total outstanding nominal amount of the Group board members, senior executives, approximately SEK 4.4 billion in interest rate swaps. employees or affiliates may be subject to investiga- Derivative instruments that Platzer may use for tions or criminal proceedings. Such disputes, hedging purposes, such as forward contracts, claims, investigations, and legal proceedings may options, swaps and other types of derivative be time-consuming, disrupt day-to-day operations, instruments are exposed to general movements include claims for substantial amounts and involve that can be positive or negative and result in gains significant costs and damage the Company’s or losses for Platzer. Interest rate derivatives are reputation. Also, it is often difficult to predict the recognized at fair value in the balance sheet with outcome of complex disputes, claims, investiga- changes in value in the income statement. As tions and legal proceedings. Accordingly, disputes, market interest rates change, a theoretical surplus claims, investigations and legal proceedings may or deficit value arises, which does not affect cash have a material adverse effect on Platzer’s opera- flow, in relation to the interest rate derivatives. tions, financial position and earnings. If market rates drop, the market value of Platzer’s interest rate derivatives would decrease. This could Exposure to interest rate risk have a material adverse effect on Platzer’s opera- Platzer’s operations are financed, apart from equity, tions, financial position and earnings. largely by borrowing from credit institutions. As a consequence, interest costs are Platzer’s largest cost item, amounting to a total of approximately MSEK 136 in the financial year 2015. Interest rate

26 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Risk factors

Exposure to refinancing risk and financial Exposure to risk related to bonds issued by Nya SFF obligations In addition to customary bank loans, Platzer has The term refinancing risk refers to the risk that it raised financing through the issuance of bonds. The may be impossible to refinance a maturing loan, or bonds were issued by Nya Svensk FastighetsFinan- the risk that refinancing is subject to unfavorable siering AB (publ) (“Nya SFF”). Nya SFF is owned by a market conditions at unfavorable interest rate number of listed property companies, including conditions. Property companies, including Platzer, Platzer, and is a pure financing company, formed for often have significant indebtedness and a number the sole purpose of issuing bonds in the context of of creditors, which means that the loans fall due for so-called MTN-programs. The loan amount under payment on a relatively regular basis. Platzer’s the bonds is then loaned by Nya SFF to one or financing is mainly through traditional bank loans several of Nya SFF’s owners in accordance with with mortgages as security. As per 30 September separate loan agreements. Platzer is expected, via 2016, the Company’s interest-bearing liabilities Nya SFF, to be able to raise debt financing at a lower amounted to approximately SEK 6.3 billion, of cost than what would have been the case if Platzer which SEK 3.4 billion, representing 54 percent, had done so itself. In the event that future financing matured or are due for renegotiation in 2016 and may not, for whatever reason, be available via Nya 2017 and SEK 2.9 billion, representing 46 percent, SFF, there is a risk that Platzer may be subject to matures in 2018 and 2019. The credit agreements significantly higher interest costs, which could are associated with certain financial conditions have a material adverse effect on Platzer’s opera- that must be met to ensure continued financing. tions, financial position and earnings. The conditions relate to certain future levels in Platzer has issued two bond loans in the total relation to, for example, equity/assets ratio, interest amount of MSEK 800 via Nya SFF. As security for the coverage ratio and loan-to-value ratio. In addition, bonds issued by Nya SFF, Platzer has provided Platzer entered a loan agreement with SEB in mortgages on certain of the Group’s properties and October 2016 for the financing of the acquisition of a pledge of all the shares in the Group companies the Artosa portfolio. The new financing amounts to that own the pledged properties. In accordance approximately SEK 1.6 billion, and falls due four with the terms of the separate loan agreements years after the conclusion of the loan agreement. between Nya SFF and its owners, among others In addition, Platzer may utilize a one-year bridge Platzer, Nya SFF may call for immediate repayment financing of up to MSEK 700 in the event that the of the loan in the event Platzer should fail to perform Offer should not have been completed by the time its obligations in accordance with the terms of the Platzer takes possession of the properties of the loan agreements. This may have a material adverse Artosa portfolio. The loan agreement is associated effect on Platzer’s operations, financial position and with financial terms similar to those applicable to earnings. the Group’s other bank debt financing. There is a risk that additional financing may not Exposure to counterparty risk be obtained, that existing loans may be terminated Platzer’s financial strategy comprises, to a certain for immediate payment or otherwise, or that new extent, hedging of interest rate exposure. By loans can be obtained solely on terms which are entering into such derivate instruments, Platzer is less favorable to Platzer. In the future, Platzer may exposed to a counterparty risk. Such counterpar- breach financial conditions in existing loan agree- ties are involved, among other things, in investments, which could entail that Platzer’s loans fall ment of excess liquidity, in the entering of interest due for immediate payment, or breach obligations rate swap contracts, and in obtaining long- and in other credit and loan agreements as a result of short-term credit agreements. There is a risk that general economic conditions or disruptions in the Platzer’s counterparties in financing operations capital and credit markets. If Platzer fails, in the may not meet their financial obligations towards future, to obtain necessary financing, or if Platzer Platzer. There is also a risk that Platzer may not be has insufficient liquidity to meet its obligations, able to renew swaps on favorable terms, or at all. refinance its loan agreements, pursue its acquisi- In the event Platzer should enter into financing tion strategy, as a result of lack of liquidity, or is arrangements where a counterparty is unable to only able to refinance its loan agreements at perform its obligations, Platzer may be exposed to considerably higher costs, this may have a material interest rate risks, which may have a material adverse effect on Platzer’s operations, financial adverse effect on Platzer’s operations, financial position and earnings. position and earnings.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 27 Risk factors

Platzer is also exposed to a risk that the Compa- tion rights. The trading price of the subscription ny’s counterparties may not perform their obliga- rights will also depend, among other things, on the tions towards Platzer. The Group’s existing and price performance of the outstanding shares, and potential clients and tenants could find themselves may experience higher price volatility than the in a financial position where they are unable to pay trading price of the shares. agreed rents in a timely manner, declared bankrupt or liquidated, or otherwise fail or choose not to Shareholders who do not participate in the Offer perform their obligations. If rental income drops as prior to the subscription period’s last day will lose a consequence of a lack of payments, this may their subscription rights and shareholders who do result in vacancies, a fall in operating cash flow and not exercise their subscription rights risk dilution earnings. Shareholders who do not participate in the Offer prior to the subscription period’s last day will lose Risks relating to the shares and the Offer their subscription rights and shareholders who do The market price of the shares and the subscription not exercise or sell their subscription rights will not rights may be volatile receive any compensation. The shareholding and Potential investors in the Offer should consider that voting rights in Platzer of shareholders who do not such an investment is associated with risks. The exercise their subscription rights or who exercise price of Platzer’s shares, and the subscription rights only a part of their subscription rights, or who are and BTA issued in connection with the Offer may unable to exercise their subscription rights because fluctuate considerably as a result of, among other of restrictions in applicable laws, will be diluted. things, changes in securities analysts’ evaluation of Platzer’s operations and financial position, investor The subscription and guarantee undertakings perception of the impact of the Offer on Platzer and regarding the Offer are not secured its shareholders, potential or actual sale of shares Platzer has received gratuitous subscription and in the market or short sales, volatility in the market guarantee undertakings regarding the Offer from a as a whole or investor perception of Platzer’s number of the Company’s shareholders, comprising business operations and competitors or general approximately 53 percent of the total number of changes in the economy and the financial markets shares in the Offer (representing just under MSEK in whole. In addition, the securities market has 380). However, the undertakings are not secured by experienced substantial price and volume fluctua- bank guarantees, blocked funds, pledges or similar tions in recent years. Such fluctuations may in the arrangements, and accordingly there is a risk that future affect the market price of Platzer’s shares, the commitments may not, in whole or in part, be without any connection to the Group’s operations fulfilled. This could have a material adverse effect or financial position. Therefore, there is a risk that on the implementation of the Offer. investors may not get their invested capital back. The market price of Platzer’s shares may also be Platzer’s ability to pay dividends in the future adversely affected by the level of participation in depends on many different factors the Offer by existing shareholders. The size of potential future dividends from Platzer is contingent on several factors. The board of An active trading in the subscription rights may not directors takes into account both the Group’s be developed and sufficient liquidity may be development and its financial position and the lacking financial objectives established regarding the value Platzer expects that the subscription rights will be of material assets, return on equity, equity/assets traded on Nasdaq Stockholm during the period ratio and loan-to-value ratio when dividends to from 21 November 2016 to and including 1 Decem- shareholders are proposed. There is a risk that no ber 2016. Platzer will not apply for trading in the dividends may be paid in years to come. In the subscription rights on any other market. There is a event no dividend is paid, an investor’s potential risk that active trading in the subscription rights return will depend solely on the future share price may not develop in the relevant period and that development. there will be insufficient liquidity for the subscrip-

28 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Risk factors

Exchange rate differences may have a negative Potential future capital increases in the Company impact on the value of shares held or dividends may have an adverse effect on the share price paid Platzer may, for various reasons, increase its share All potential future dividends will be paid in SEK. capital in cash or by contribution in kind in the This means that shareholders outside Sweden may future to finance any future acquisitions or other experience an adverse effect on the value of investments or to strengthen the balance sheet. shareholdings and dividends when these are In connection with such transactions Platzer may, converted into other currencies if the Swedish subject to certain conditions, deviate from the krona decreases in value against the currency in pre-emptive rights of existing shareholders. Such question. transactions may thus dilute existing shareholders’ parts in Platzer’s share capital and, among other Shareholders in the United States or other countries things, have an adverse effect on the share price outside Sweden may not be able to participate in and result per share. any future share issues If Platzer issues new shares in the future, with Shareholders with significant influence pre-emptive rights for existing shareholders, the As per the date this Prospectus, Ernström Kapital shareholders in certain other countries may, as is AB holds 10,000,000 class A shares in the Company, the case with the Offer, be subject to restrictions representing just over 36 percent of the votes and preventing them from participating in such an offer just over ten percent of the capital in the Company. or making it difficult or limiting their ability to Based on its holding, Ernström Kapital therefore participate. Shareholders in the USA may not be has the ability, alone or jointly with other major able to exercise their rights to subscribe for new shareholders, to exert significant influence over all shares unless there is a registration document in matters referred to the Company’s shareholders for accordance with the US Securities Act covering approval, including the future acquisitions or sales such shares or an exemption from the registration of parts of the operations. In addition, the major requirements under the Securities Act. shareholder has significant influence over the Shareholders in other jurisdictions outside selection of board members and thus, indirectly, Sweden may be affected in a similar way. Platzer the Company’s senior executives. This can benefit has no obligation to submit a registration document the Company, but may also be to the detriment of under the Securities Act or to apply for any similar other shareholders whose interests may be differ- approval or exemption under any legislation in a ent from those of the major shareholder. In addition jurisdiction outside of Sweden, and doing so in the to the application of safeguards provided by law, future could be unpractical and costly. If Platzer’s such as the minority protection rules under the shareholders in jurisdictions outside of Sweden are Companies Act (Sw. aktiebolagslagen), Platzer has no unable to exercise their rights to subscribe for new possibility of taking action to ensure that this shares in a future new issue of shares, their share- power is not abused. holding in Platzer will be diluted.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 29 Risk factors

30 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Building ARHK which forms part of the future property Arendal 764:720 – Area Arendal. Invitation to subscribe for shares in Platzer

Invitation to subscribe for shares in Platzer

In order to partly finance the acquisition of the Artosa portfolio1), Platzer’s board of directors resolved on 20 October 2016, subject to the general meeting’s approval, up on issue of new class B shares with pre-emptive rights for the Company’s shareholders. The final terms of the new share issue were announced on 10 November 2016 and the board of directors’ decision on the new share issue was approved at the extraordinary general meeting of 14 November 2016. Through the new share issue, which is covered by approximately 53 percent subscription and guarantee undertakings and approximately 25 percent non-binding declarations of intent by certain shareholders, the Company’s share capital will increase by a maximum of SEK 2,393,685.80 from the current SEK 9,599,743.40 to a maximum of SEK 11,993,429.20 through the issue of a maximum of 23,936,858 new class B shares. All shareholders of the Company have pre-emptive rights to subscribe for new shares in the Offer pro rata to the number of shares (regardless of share class) in Platzer held by them on the record date. The record date for determining which shareholders are entitled to subscribe for the new shares was 16 November 2016. Subscription must take place in the period from and including 21 November 2016 to and including 5 December 2016. Persons being registered as shareholders of Platzer on the record date will receive one (1) subscription right for each share (regardless of class). Four (4) subscription rights entitle to subscription for one (1) new class B share. The subscription price amounts to SEK 30 per new class B share, which entails that Platzer will raise up to approximately MSEK 718 through the Offer.2) The shareholders Ernström Kapital AB, members of the Hielte/Hobohm family3), Länsförsäkringar Göteborg and Bohuslän Fastigheter AB, AnJa Invest AB (Backahill) and Gårda Intressenter AB, with aggregate holdings of approximately 53 percent of the shares of the Company, have undertaken to subscribe for their respective pre-emptive parts of the Offer (refer also to the section “Legal considerations and supplementary information – Subscription and guarantee undertakings”). In addition, shareholders with aggregate holdings of approximately 25 percent of the shares in the Company (Länsförsäkringar Fastighetsfond, Länsförsäkringar Trygghetsfond, Fjärde AP-fonden, Carnegie Fonder 4) and Svolder) have expressed their support for the Offer. Hence, in aggregate the Offer is covered by subscription and guarantee undertakings and non-binding declarations of intent representing approximately 78 percent of the Offer. No commission has been paid or will be paid for these guarantee and subscription undertakings and non-binding declarations of intent.

The shareholders of Platzer are hereby invited to subscribe, with pre-emptive rights, for new shares in Platzer in accordance with the terms of this Prospectus.

Gothenburg, 18 November 2016

Platzer Fastigheter Holding AB (publ)

1) For further information, please refer to the sections “Background and reasons” and “Capitalization, indebtedness and other financial information – Credit agreements”. 2) From the issue amount of approximately MSEK 718, deductions for costs related to compensation to the issuing agent, financial and legal advisers and other transaction costs relating to the Offer (issue expenses) of approximately MSEK 12 will be made. The Company expects to raise a net amount of approximately MSEK 706. 3) The commitment on the part of the Hielte/Hobohm family relates to their respective pre-emptive parts up to a hypothetical issue amount totaling MSEK 500. The remaining pre-emptive parts allocated to the Hielte/Hobohm family will be subscribed for by Ernström Kapital AB. 4) Carnegie strategifond, Carnegie Sverige Select, Carnegie Strategy and Carnegie All Cap.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 31 Background and reasons

Background and reasons

Platzer is one of Gothenburg’s largest property companies specialising in commercial property, primarily office space. As at 30 September 2016, the Company owned 61 properties with a total area of approximately 478,000 sq. m. Platzer creates growth and profitability through letting and management, property projects and urban development, as well as acquisitions and disposals of properties. Platzer prioritizes good relationships with tenants and offers a service that focuses on close relationships and commitment. Platzer’s business idea is to generate value by owning and developing commercial property in the Gothenburg area. Based on this business concept Platzer has, since the IPO in 2013, increased the property value by approximately SEK 4.5 billion, from approximately SEK 6.3 billion to approximately SEK 10.8 billion 2016 and increased the market capitalization value from approximately SEK 2.5 billion to approximately SEK 5.4 billion as at 30 September 2016. From 30 September 2013 to 30 September 2016, the annual income from management operations (on a twelve months basis) increased by approximately MSEK 142, from approximately MSEK 161 to approximately MSEK 303. On 21 October 2016, it was announced that Platzer had entered into an agreement with AB Volvo, through Volvo Group Real Estate with subsidiaries, regarding the acquisition of the Artosa portfolio. The Artosa portfolio comprises approximately 338,000 sq. m. of lettable area in Arendal and Torslanda and land in Arendal, Torslanda and Säve (Artosa). The total land area comprises approximately 3,600,000 sq. m. In the transaction, the underlying property value was valued at approximately SEK 2.8 billion and the acquired properties have an annual rental value of approximately MSEK 300. The preliminary completion date is 15 December 2016.1) The largest tenants in the Artosa portfolio consist of companies in the Volvo group, which lease just below 50 percent of the lettable area. Other tenants include DFDS, Plastal, Tibnor and Damco. The distribution in terms of property type is approximately 60 percent logistics and approximately 40 percent offices. The acquisition of the Artosa portfolio makes Platzer a significantly larger property com pany and represents a strategically important step. This is the case not only because the value of Platzer’s properties increases by approximately 26 percent to approximately SEK 13.6 billion (based on the value of the existing property portfolio as per 30 September 2016), but also because of a number of other factors:

• The portfolio will generate a good cash flow for Platzer while also providing the Company with a good opportunity to undertake urban development activities in the area, sell building rights and develop AB Volvo’s current head office in Torslanda; • Platzer’s property portfolio will be complemented both geographically, with a wider range of office locations, and in terms of a new type of property for industry and logistics; • Platzer gets a larger property portfolio, which improves the opportunities for continued profitable growth, through both more own project investments and thereby becomes a more interesting and stronger cooperation partner for customers and municipalities; and • Platzer will be able to take advantage of the even greater attractiveness of what is considered as Sweden’s best logistics location2), which is expected to follow from the large infrastructure investments being planned in Arendal.

1) For further information of the acquisition refer to the section “Legal considerations and supplementary information – Material agreements – The acquisition of the Artosa portfolio”. 2) Savills. 2016, Spotlight Logistics Property Market.

32 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Background and reasons

The acquisition will not lead to any changes of Platzer’s financial targets, risk measures or dividend policy. However, Platzer’s financial targets were updated in connection with the Company’s announcement of the interim report for the third quarter 2016 since Platzer achieved its financial target of net asset value (NAV) of SEK 40/share already in 2016 instead of 2017. In order to partly finance the acquisition of the Artosa portfolio, Platzer’s board of directors resolved on 20 October 2016, subject to the general meeting’s approval, to carry out a rights issue to raise a maximum of approximately MSEK 718 before transaction related costs and expenses. On 14 November 2016, the extraordinary general meeting of Platzer approved the board of director’s resolution on the rights issue. All shareholders of the Company will have pre-emptive rights to subscribe for the new shares. The remainder of the financing required for the acquisition of the Artosa portfolio will be covered by way of new bank loans1) and the Company’s existing resources. The shareholders Ernström Kapital AB, members of the Hielte/Hobohm family2), Läns- försäkringar Göteborg and Bohuslän Fastigheter AB, AnJa Invest AB (Backahill) and Gårda Intressenter AB, with aggregate holdings of approximately 53 percent of the shares of the Company, have undertaken to subscribe for their respective pre-emptive parts of the Offer3). In addition, shareholders with aggregate holdings of approximately 25 percent of the shares in the Company (Länsförsäkringar Fastighetsfond, Länsförsäkringar Trygghetsfond, Fjärde AP-fonden, Carnegie Fonder 4) and Svolder) have expressed their support for the Offer. Hence, in aggregate the Offer is covered by subscription and guarantee undertakings and non-binding declarations of intent representing approximately 78 percent of the Offer. Platzer’s board of directors estimates that the Company’s working capital, excluding the funds received through the Offer, are not sufficient to cover the current needs during the coming twelve month period due to the need to finance the acqusition of the Artosa portfolio and the need to refinance certain loans maturing within the coming twelve month period (which are normally always refinanced). If the Offer cannot be concluded before the acquisition of the Artosa portfolio is completed and the purchase consideration is to be paid, the Company can utilize a bridge financing of MSEK 700. However, there is a risk of shortage in the working capital within the next twelve months since the bridge financing is due for payment in October 2017 and the Company has further loans expiring and which are intended to be refinanced in March 2017. Platzer has at present no reason to expect that such situation would occur, but should this happen, the Company is of the opinion that its working capital requirements, given the above circumstances, over the next twelve months, will amount to approximately MSEK 400 and in that case the Company will seek to renegotiate the terms of the bridge financing and the Company’s other loan agreements, which in Platzer’s opinion will result in sufficient working capital for the next twelve months. In other respects, the board of directors refers to this Prospectus prepared in connection with the Offer.

Platzer’s board of directors is responsible for the content of this Prospectus. The board of directors has taken all reasonable care to ensure that the information in the Prospectus, to the best of its knowledge, is consistent with facts and contains no omission likely to affect its import.

Gothenburg, 18 November 2016

Platzer Fastigheter Holding AB (publ) Board of directors

1) For further information on the loan agreement relating to the acquisition, refer to the section “Capitalization, indebtedness and other financial information – Credit agreements”. 2) The commitment on the part of the Hielte/Hobohm family relates to their respective pre-emptive parts up to a hypothetical issue amount totaling MSEK 500. The remaining pre-emptive parts allocated to the Hielte/Hobohm family will be subscribed for by Ernström Kapital AB. 3) For further information of the subscription and guarantee undertakings, refer to the section “Legal considerations and supplementary information – Subscription and guarantee undertakings”. 4) Carnegie strategifond, Carnegie Sverige Select, Carnegie Strategy and Carnegie All Cap.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 33 Terms and instructions

Terms and instructions

Pre-emptive rights and subscription rights scription period, which – in such case – will be Persons being registered as shareholders of Platzer announced through a press release as soon as such on the record date as of 16 November 2016 have decision has been taken. pre-emptive rights to subscribe for new shares in the Offer. Issue statements Persons being registered as shareholders of Directly registered shareholdings Platzer on the record date will receive one (1) The Prospectus and pre-printed issue statements subscription right for each share (regardless of with attached pre-printed payment forms will be class). Four (4) subscription rights entitle to sub- sent to directly registered shareholders and repre- scription of one (1) new class B share. sentatives of shareholders that on the record date Shareholders not participating in the Offer will are registered in the share register maintained by be diluted by up to 23,936,858 shares corresponding Euroclear on behalf of Platzer. The issue statements to approximately 20 percent of the total number of will state, among other things, the number of shares, but have the opportunity to be compensat- subscription rights received and the number of ed for the economic dilution effect through the sale shares that may be subscribed for by virtue of the of their subscription rights.1) Shareholders holding subscription rights. No securities notification class A shares subscribing for their pro rata share of (Sw. VP-avi) will be sent out regarding the registra- the Offer will have their voting rights diluted by up tion of subscription rights on the securities to approximately six percent.2) accounts. Shareholders being included in the Application can also be made to subscribe for special list of pledge holders and trustees that is shares not subscribed for based on subscription maintained in connection with the share register rights, refer to the section “Terms and instructions will not receive any issue statement but will be – Subscription for new shares without subscription informed separately. rights”. Nominee-registered shareholdings Subscription price Shareholders with nominee-registered holdings at The new class B shares are issued at a subscription a bank or other nominee will not receive an issue price of SEK 30 per new share. Brokerage commis- statement. Subscription and payment for new sion will not be charged. shares should instead be made to the respective nominee and in accordance with instructions from Record date the respective nominee. The record date at Euroclear Sweden to determine which persons are entitled to receive subscription Shareholders resident in certain unauthorized rights in the Offer was on 16 November 2016. The last jurisdictions day of trading in Platzer’s shares inclusive of the The allotment of subscription rights and the right to participate in the Offer was 14 November issuance of new shares to subscribers resident in 2016. The shares in Platzer are trading exclusive of countries other than Sweden may be affected by the right to participate in the Offer from and includ- securities legislation in such countries, refer to ing 15 November 2016. the section “Important information to investors”. Consequently, subject to certain exceptions, Subscription period shareholders with existing shares in Platzer Subscription for new shares will take place during directly registered on a securities account (Sw. the period from and including 21 November 2016 up VP-konto) with registered address in Australia, to and including 5 December 2016. The board of Canada, Japan or USA will not receive any sub directors of Platzer is entitled to extend the subscription rights or be allowed to subscribe for new

1) Dilution of ownership in percentage is calculated as the number of new class B shares divided with the total number of class A and class B shares in the Company after the implementation of the Offer. 2) Dilution of the class A shares’ voting rights in percentage is calculated as the difference in share of the total voting rights before and after completion of the Offer, divided by the A-shares’ share of the voting rights before completion of the Offer.

34 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Terms and instructions

shares. The subscription rights that otherwise subscription rights to be exercised for subscrip- would have been delivered to such shareholders tion differs from the number set out in the will be sold and the sales proceeds, less deduction pre-printed issue statement, the subscription for costs, will be paid to such shareholders. form named “Subscription for shares with Amounts of less than SEK 100 will not be paid out. subscription rights” shall be used. When the duly filled out subscription form is submitted, Trading in subscription rights payment shall be made for the subscribed new The subscription rights will be traded on Nasdaq shares in accordance with the payment instruc- Stockholm during the period from and including tion on the subscription form. Subscription 21 November 2016 to and including 1 December forms in accordance with the above can be 2016 with ticker “PLAZ B TR”. SEB and other securi- ordered from SEB during office hours on tele- ties institutions with required licenses will provide phone: +46 (0)8 639 27 50. The subscription form brokerage services in connection with the sale and can be sent to SEB, Emissioner R B6, 106 40 purchase of subscription rights. The primary as Stockholm or handed in at one of SEB’s offices in well as the subsidiary pre-emptive right will be Sweden. The subscription form shall be received transferred to the acquirer upon sale of the sub- by SEB no later than 5 December 2016. scription right. The ISIN-code for the subscription rights is SE0009242456. Directly registered shareholders not resident in Sweden eligible for subscription of new class B Subscription for new shares with shares with subscription rights subscription rights Directly registered shareholders that are not Subscription for new shares with subscription resident in Sweden but eligible for subscription for rights will take place during the subscription new shares with subscription rights (i.e. which are period, no later than 5 December 2016. Upon expiry not subject to the restrictions described in the of the subscription period, unexercised subscrip- section “Terms and instructions – Shareholders tion rights will lapse and become worthless. After resident in certain unauthorized jurisdictions”) and 5 December 2016, unexercised subscription rights that cannot use the pre-printed payment form, can will be deleted from the holders’ securities account pay in SEK through a foreign bank in accordance without any notice from Euroclear. with the instructions below: In order not to lose the value of the subscription rights, the holder must either: SEB Emissioner R B6 • exercise the subscription rights to subscribe for SE-106 40 Stockholm, Sweden new shares no later than 5 December 2016, or in IBAN number: SE0450000000058651004702 accordance with instructions from the holder’s Bank account number: 5865-10 047 02 nominee, or SWIFT/BIC: ESSESESS • sell the subscription rights that will not be exercised no later than 1 December 2016. Upon payment, the subscriber’s name, address, securities account number and the payment Subscription by directly registered shareholders identity stated on the issue statement must be Subscription for new shares with subscription quoted. Last day for payment is 5 December 2016. rights will be made through payment in cash In connection with the payment, a subscription together with a notification, either by use of the form shall be filled out and sent to the address pre-printed payment form or a special subscription stated above. The subscription form shall be form in accordance with one of the following received by SEB at the address above no later than options: 5 December 2016.

• If all subscription rights pursuant to the issue Subscription by nominee-registered shareholders statement from Euroclear are to be exercised, Shareholders with nominee-registered holdings the pre-printed attached payment form shall be wishing to subscribe for new shares with subscrip- used. No additions or amendments may be tion rights shall apply for subscription in accord- made on the payment form. ance with instructions from their nominee or • If subscription rights have been purchased, sold nominees. or transferred from another securities account, or if, for some other reason, the number of

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 35 Terms and instructions

Paid subscribed shares (BTAs) Allotment for new class B shares subscribed for After payment and subscription, Euroclear will without subscription rights distribute a securities notification confirming the If not all new shares have been subscribed for with registration of the paid and subscribed shares subscription rights (primary pre-emptive right), the (Sw. betalda tecknade aktier, “BTAs”) on the securities board of directors shall decide on allotment of new account. The newly subscribed shares are entered shares within the highest amount of the Offer in as BTAs on the securities account until the new accordance with the following: shares have been registered at the Swedish Compa- • Firstly, new shares shall be allocated to persons nies Registration Office (Sw. Bolagsverket) and the that have subscribed for shares by exercise of BTAs have been re-classified as shares. Delivery of subscription rights and declared their interest to the new shares are expected around 21 December subscribe for shares also without subscription 2016. No securities notification will be issued in rights, whereby – in the event of over-subscrip- connection with such re-classification. tion – allocation shall be made in relation to the Trading in BTAs is expected to take place on number of subscription rights such persons Nasdaq Stockholm during the period from and have exercised for subscription and, to the including 21 November 2016 to and including 15 extent such allocation cannot be effected, by December 2016. SEB and other securities institu- the drawing of lots. tions with required licenses will provide brokerage • Secondly, allocation shall be made to other services in connection with the purchase and sale persons that have declared their interest to of BTAs. The ISIN-code for the BTAs is SE0009242464. subscribe for shares without subscription rights, Subscription for new shares without whereby – in the event of over-subscription – subscription rights allocation shall be made in relation to the number of shares set forth in the respective Subscription for new shares can also be made subscription form and, to the extent such without subscription rights. allocation cannot be effected, by the drawing Directly registered shareholders and others of lots. Application for subscription for new shares without As confirmation of the allotment of new shares subscription rights must be made on a special subscribed for without subscription rights, a subscription form named “Subscription for shares settlement note will be sent to directly registered without subscription rights.” More than one shareholders and others with a securities account. subscription form may be submitted, however, only New shares which have been subscribed for and the most recently dated form will be considered. allotted must be paid for in cash in accordance with Subscription forms can be obtained at SEB’s offices the instruction on the settlement note, however, no in Sweden or on SEB’s website www.sebgroup.com/ later than three business days from obtaining the prospectuses as well as on Platzer’s website www. settlement note. Shareholders with nominee-regis- platzer.se. The form can be sent to SEB, Emissioner tered holdings will receive confirmation of the R B6, SE-106 40 Stockholm or handed in at one of allotment in accordance with the procedure of the SEB’s branch offices in Sweden. The subscription respective nominee. No notice will be sent to those form must be received by SEB no later than not having been allotted new shares. The subscrip- 5 December 2016. tion for new shares is binding. If payment is not duly made, the new shares will be transferred to Nominee-registered shareholders others. In case the sale price of the shares is below Application for subscription for new shares without the subscription price, the person that was initially subscription rights shall be made to the respective allotted new shares is responsible for paying the nominee and in accordance with instructions from entire or part of the difference. the nominee, or if the holding is or expected to be The new shares will be delivered as soon as the registered with several nominees, from each of required registration has taken place at the Swed- these. ish Companies Registration Office. Such delivery is expected to take place around 21 December 2016. A securities notification will be sent to the directly registered shareholders or nominees as confirmation that the new shares have been registered on the securities account.

36 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Terms and instructions

Right to dividend withdraw or change the subscription for the new The new shares will carry the right to dividends shares, unless otherwise stated in this Prospectus commencing from the first record date for divi- or in accordance with applicable law. dends occurring following the registration of the new shares in the Company’s share register. Other information In the event a larger amount than necessary has Announcement of the outcome of the Offer been paid by a subscriber for new shares, Platzer The final subscription outcome of the Offer is will arrange for the excess amount to be refunded. expected to be announced around 12 December No interest will be paid for such excess amount. 2016 through a press release from Platzer. Incomplete or incorrect subscription forms may be rejected. Furthermore, if the subscription payment Trading in new class B shares is made late, is insufficient or incomplete, the Platzer’s class B shares are traded on Nasdaq subscription application may be rejected or sub- Stockholm. Following registration of the new scription may be deemed to have occurred at a shares at the Swedish Companies Registration lower amount. The unutilized part of the subscrip- Office the class B shares issued in the Offer will also tion payment will in such case be refunded. No be traded on Nasdaq Stockholm. Such trading is interest will be paid for such amount. Further expected to commence around 21 December 2016. questions regarding the Offer will be answered by Platzer’s class A shares are not subject to organized SEB during office hours on telephone: +46 (0)8 639 trading. 27 50.

Irrevocable subscription Taxation Platzer is not entitled to revoke the Offer. Subscrip- For information regarding taxation, please refer to tion for new shares, with or without subscription the section “Tax issues in Sweden”. rights, is irrevocable and the subscriber cannot

Timetable The timetable below shows and concludes certain important dates in relation to the Offer.

First day of trading in Platzer’s shares exclusive of the right to receive subscription rights 15 November 2016 Record date for participation in the Offer 16 November 2016 Subscription period commences 21 November 2016 Trading in subscription rights commences 21 November 2016 Trading in BTAs commences 21 November 2016 Trading in subscription rights concluded 1 December 2016 Subscription period concluded 5 December 2016 Outcome of the Offer is announced Around 12 December 2016 Trading in BTAs is concluded 15 December 2016 Delivery of new shares Around 21 December 2016 Trading in new shares commences Around 21 December 2016

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 37 The property Gullbergvass 1:1, Lilla Bommen 3 – Area Central. Market overview

Market overview

The information regarding market conditions and output also contributed strongly to growth in the Platzer’s market position in relation to competitors first half of 2016, although growth in construction provided in this Prospectus is Platzer’s overall assessment output slowed considerably compared with 2015. based on both internal and external sources. This section Exports of services increased and contributed is primarily based on factual information from Statistics positively to GDP growth in the first half of 2016, Sweden (SCB), the National Institute of Economic while exports declined. Total net exports were Research (NIER), the Riksbank, Business Region Göteborg, negative, and the gap between imports and exports JLL, Newsec, NAI Svefa, Savills, the Port of Gothenburg increased. The total contribution from foreign trade and the City of Gothenburg. The information provided in was thus negative. The global demand for Swedish the sections below, and which has been obtained from goods weakened in most markets during the first third parties, has been accurately reproduced and, as far half of 2016 compared with 2015. The largest as Platzer is aware and can ascertain through comparison percentage decrease related to exports to the UK.3) with other information published by such third parties, no The relative unemployment rate has continued information has been omitted which would render the to fall and was, seasonally adjusted, approximately reproduced information inaccurate or misleading. 6.8 percent while employment continued to rise and stood at approximately 67.3 percent, seasonally The Swedish economy adjusted, in the second quarter in 2016. Household In 2014, Sweden’s GDP grew by approximately 2.3 consumption, which has been one of the main percent and in 2015 it grew by approximately 4.2 drivers of GDP growth in recent years, stalled in the percent. During the first half of 2016, growth slowed second quarter, although the long-term trend is compared to the strong ending of 2015. The invest- still pointing up. ment trend is still strong, however, and GDP is Sweden’s inflation continues to be below the expected to increase by three percent in 2016. Swedish Central Bank’s target of two percent. The Growth is currently driven primarily by increased repo rate remains low and was left unchanged at consumption and investments.1) –0.5 percent at the last monetary policy meeting of The primary reason for the slowing growth in 26 October 2016. The repo rate is expected to slowly the first half of 2016 was decrease in industrial begin to rise at the beginning of 2018. The long production. The manufacturing industry, which Swedish government bond yields fell in the first accounted for a large part of the increase in 2015, half of 2016 in connection with the Swedish Central stagnated in the second quarter of 2016. The Bank’s repo rate cut in February 2016. automotive industry, for example, stagnated after Sweden’s economy is affected by a number of several quarters of very strong growth. The macroeconomic factors and global events. Britain machinery industry also accounted for some of the voted to leave the EU in June, 2016. The result is decline. Other segments of the engineering indus- expected to affect growth in the UK, but the effects try, such as the forest industry and the chemical for Sweden are expected to be limited. However, it industry, however, exhibited only minor changes.2) is premature to make any statement about the Gross fixed capital formation is showing strong outcome, since the Brexit result only affected the growth and there is an overall upward investment figures for the first half of 2016 for a short period. trend. Within public consumption, the increase in Immediately after the vote, the Swedish krona growth in the second quarter of 2016 was as high as weakened against most currencies except the in the fourth quarter of 2015. Public consumption British pound.4) was strong both at governmental and municipal level. The service sector, trade and construction

1) Swedish National Institute of Economic Research, 2016, Konjunkturläget augusti 2016. 2) Statistics Sweden, 2016, Sveriges ekonomi Statistiskt perspektiv, nummer 3 2016. 3) Statistics Sweden, 2016, SCB-Indikatorer, Ekonomisk månadsöversikt nummer 9 2016. 4) Statistics Sweden, 2016, SCB-Indikatorer, Ekonomisk månadsöversikt nummer 6 2016.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 39 Market overview

The economy in Gothenburg ment center for cars of future within the Geely The Gothenburg region includes 13 municipalities, Group, is located, among other, in Lindholmen from Lilla Edet in the north to Kungsbacka in the Science Park in Gothenburg. CEVT currently south. At the turn of 2015/2016, the region had employees approximately 1,700 persons and has 982,000 inhabitants. In 2015 the City of Gothenburg the ambition to grow further. Apart from the grew by 7,000 inhabitants, while the Gothenburg automotive industry, among others the construc- region grew by 11,400 inhabitants. The population tion and consumer durables sectors experienced of the Gothenburg region is expected to reach a strong economy in 2015. In the next few years, 1 million in 2017. business services and computer consultants are The Gothenburg region has experienced strong expected to experience an economic boom.2) growth since the millennium. The annual increase The fact that the construction industry has in the number of employed persons was higher remained strong is thought to be due primarily to than in both the Malmö region and the Stockholm continued strong population growth and massive region. The same applies to growth of wages. In investments in infrastructure. Within the frame- 2015, for the first time in over 20 years, Gothenburg work of the so-called Western Swedish package, had a lower rate of unemployment than Stockholm. several major projects will be implemented over Behind this positive development are both struc- the next several years which are expected to make tural factors and a strong economy. Major invest- their mark in Gothenburg. The aim is to establish ments in infrastructure and strong population a bigger labor market region, to provide conditions growth are also contributing factors. for an attractive core in central Gothenburg, to Structurally, Gothenburg has transformed, from create competitive public transport and to improve a traditional industrial city, into a modern service the quality of commercial transport and by that society with a strong industrial base. The sectors strengthening international competitiveness. that have grown the most since the turn of the In addition, there are extensive plans for construc- millennium are the hotel and restaurant sector and tion of both commercial and residential premises. the business services sectors, where the number of Primarily are the areas Älvstaden (Södra employees has increased by more than 50 percent. Älvstranden, Centralenområdet, Frihamnen, The structural change is also evident in the number Backaplan, Ringön, Lindholmen and Gullbergsvass), of office employees, which has increased by about Gamlestaden, Frölunda and Angered as well as 80 percent in 15 years. This is on a par with Malmö central Mölndal affected by the plans. Many of and significantly higher than in Stockholm, where these plans are adjacent to designated hubs that the increase has been approximately 50 percent. are considered strategically important for the The main sectors that push the development in a development of Gothenburg. positive direction are architects/technical consultants and software producers/computer consultants. The rental market in Gothenburg Growth is strongest among small companies. Rents are controlled over time by supply and Many of the industries that have grown rapidly demand. Demand for premises is affected by both are firmly connected to Gothenburg’s traditionally changes in the general economy and individual strong industrial base. This applies, for example, to market developments relating to, for example, both technical consultants and software producers. population and employment. The supply of pre In 2015, structural developments interacted with mises consists of space in existing buildings and is a strong economy for the automotive industry in mainly affected by additional, new production. particular. Volvo Cars broke a sales record and The development of Platzer’s property portfolio is hired a total of approximately 1,800 new employees affected to a great extent by developments in the in the year. In 2016, the automotive industry contin- Gothenburg region. The section below is an overall ued to recruit on a large scale. At the end of August, description of the market in which Platzer operates. Volvo Cars announced that the company will The rental market for office space recruit approximately 400 engineers in the next The supply of office space in Gothenburg continues year, including a number of software developers. to be low. By mid-2016, the vacancy rate was In September 2016 Autoliv and Volvo Cars also approximately six percent. Supply is lower than announced that they will be starting a new joint demand, and as a result the market has stabilized company in Gothenburg to develop technology for at low vacancy levels. The vacancy rate has not autonomous vehicles.1) CEVT, which is a develop- exceeded seven percent since 2012.3) 1) Business Region Göteborg, 2016, Konjunkturen #3 2016. 2) Business Region Göteborg, 2016, Konjunkturen #4 2016. 3) JLL, 2016, Nordic city report autumn 2016.

40 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Market overview

Prime rents in the CBD (Central Business The imbalance between supply and demand is District) during the first half of 2016 remained at currently high, which means the rental market is the previous level of approximately SEK 2,800 per strong. The situation is expected to persist in the sq. m. However, in the Nordic City Report for near future since the number of planned new autumn 2016, JLL expresses the belief that there is additions over the next two years is relatively low.3) invisible rental growth because of the lack of major In the current market, it is not uncommon for lettings of modern facilities in top locations. tenants to renegotiate existing contracts rather Newsec also expects future rental growth in CBD.1) than venture out into the market to find new Other market segments strengthened their prime premises. The new letting volume during the first rental levels in the first half of 2016. The prime rent- half of 2016 was unexpectedly high at approximate- al level in the rest of Hisingen was adjusted ly 89,300 square meters, which is an increase of upward. A transformation of the area has been over 40 percent compared with the second half of initiated with the development of Kvillebäcken and 2015. The largest lettings were in Mölndal and Lilla the new Backaplan which is reflected in the Bommen. In Mölndal Hemfosa let nearly 20,000 increased prime rent of approximately SEK 2,000 sq. m. and in Lilla Bommen Vasakronan let approxi- per sq. m. An increasing rental growth is expected mately 6,200 sq. m. to Collector Bank. in east Gothenburg, as the letting of Gamlestaden is expected to get underway.2)

Office stock Vacancy Prime rent Prime yield Areas sq. m. % SEK/sq. m % Central Business District (CBD) 872,000 2.7 2,800 4.25 Other Inner City 807,000 3.7 2,600 4.75 Norra Älvstranden 267,000 4.7 2,200 4.75 Hisingen, other 434,000 6.3 2,000 5.50 Mölndal 371,000 11.2 2,000 6.00 West Gothenburg 325,000 18.3 1,200 6.75 East Gothenburg 247,000 10.4 1,200 6.00 Total 3,323,000

Source: JLL Nordic city report autumn 2016, Office space; JLL Nordic city report spring 2016.

The rental market for industrial and logistics A visible trend in the market is the demand for premises short-term leases. Tenants are looking for contracts Popular logistics locations are typically located that run over three to seven years, compared with near major cities which are trading hubs with high the previous average contractual term of between population growth. They are also located in direct ten to twelve years. The strong growth in e-com- proximity to infrastructure such as highways, merce and the difficulty, particularly for intermedi- railways, ports and airports. Gothenburg satisfies aries, in anticipating future demand is believed to these criteria and has therefore been ranked as the be one of the reasons for this. best Swedish logistics location since 2005 when Rent levels vary according to the standard and Intelligent Logistics began its rankings. location of the building. The rent for newly built The growth in e-commerce is driving demand units is dependent on the cost of construction and for logistics properties. In 2015, e-commerce in the cost of land, which means that the market rent Sweden grew by 17 percent, which is in line with for industrial, logistics and warehouse properties the average over the past decade. Customers’ varies according to demand. The average rent for expectations in relation to faster deliveries places modern logistics properties varies between SEK demands on logistics properties in terms of loca- 500–900 per sq. m., but there are exceptions, both tion and standard, which means that there is a upward and downward.4) great demand for new and modern facilities.

1) Newsec, 2016, Newsec Property outlook autumn 2016. 2) JLL, 2016, Nordic city report autumn. 3) NAI Svefa, 2016, Swedish property market – Focus on 24 cities, autumn 2016. 4) Savills. 2016, Spotlight Logistics Property Market.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 41 Market overview

Urban development in the Gothenburg region The West Link is an important part of the Gothen- Gothenburg is a city in flux. The city is planning to burg region’s growth strategy as it eliminates the make room for nearly 700,000 inhabitants in 2035, bottleneck which Gothenburg Central Station which is approximately 150,000 more than today. creates today. The new investments in roads and Over the next few years substantial construction railways connect the region’s labor markets while activity is expected. A major part of the construc- they increase accessibility to several important tion is expected to take place in the city center. destinations in Gothenburg. The City of Gothenburg has identified a number of The development of public transport through, strategic areas to increase the attractiveness of the among others, more train connections is a prereq- areas and link the different neighborhoods in uisite for achieving the objective of doubling the Gothenburg. Through the overall so-called West number of trips by public transport within and Sweden package the Gothenburg region and the to/from the Gothenburg region between 2005 and E45 Swedish Government invest jointly in roads and 2025. The design of the West Link is in progress and railways in West Sweden in order, among others, to the estimated startingE6 date of construction is the create bigger labour market regions, to provide year 2018. conditions for an attractive core in central Gothen- Platzer is currently involved in several areas burg, to create competitive public transport, to of Gothenburg, with office and logistics premises improve the quality of commercial transport, and forming a part of its strategic mix. The primary SÄVE 190 to strengthen international competitiveness. areas are Älvstaden including Backaplan and In Gothenburg, the Swedish Transport Agency is Lindholmen, Högsbo including Södra Änggården, planning to build the West Link, an approximately Gamlestaden, Gårda and the Port of Gothenburg eight kilometer long railway, whereof six km in a and Arendal, described in more detail below. tunnel through and under the center of Gothenburg.

E45

GAMLESTADEN E20 TORSLANDA BACKAPLAN 155 Ä L V S T A D E N GULLBERGSVASS LINDHOLMEN CENTRUM GÅRDA ARENDAL

MASTHUGGET

ALMEDAL

KROKSLÄTT LÅNGEDRAG 27 40 MÖLNLYCKE

HÖGSBO / SÖDRA ÄNGGÅRDEN

MÖLNDAL

E6 E20

42 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING158 AB (PUBL) KÅLLERED

0 1250 m 2500 m 3750 m 5000 m Market overview

Älvstaden including Backaplan and Lindholmen Högsbo and Södra Änggården The City of Gothenburg has through the Älvstaden As the largest property owner in northern Högsbo, project a vision of allowing the inner city to grow Platzer is the driving force behind the redevelop- along both banks of the river. Through the con- ment of the area into Södra Änggården: a vibrant struction of an accessible, dense and mixed city city district with housing, businesses and small- with a number of hubs the inner city will grow scale commerce. In March, the Building Committee across the river. A strong city core stimulates the announced a positive detailed planning decision development of a competitive economy that will and commissioned a detailed development plan play an important role in the development of West for mixed use urban development. Approximately Sweden. 75 percent of the volume will be housing. This Älvstaden includes the most central areas on includes approximately 600 flats in BoStad 2021, both sides of the river Göta Älv between the current which is an incentive from the City of Gothenburg Göta Älv Bridge and the future Hising Bridge. The made in connection with the city’s 400 year anni- purpose of the Hising Bridge project is to connect versary. The purpose of BoStad 2021 is to build a the river shores, to develop Gothenburg’s city further approximately 7,000 new flats in addition to center on both sides of the river and to create a normal housing output, to be completed by 2021. strong region, with development opportunities for The detailed development plan of stage 1 will be the shipping industry.1) ready in 2017, and construction of the first stage is Platzer is represented in the central area with expected to start in 2018. The residential property properties in Lilla Bommen/Gullbergsvass at the rights will be sold to cooperation partners once the south abutment of the Göta Älv Bridge, in Nord detailed development plan is ready, while Platzer staden, Centralen and, as from June 2016, Lindhol- will develop the commercial parts. Platzer’s esti- men, and accordingly the Company is involved in mated total volume in Södra Änggården comprises shaping the future of Gothenburg. Most of Platzer’s approximately 250,000 sq. m. properties in Älvstaden are located in Lilla Bom- men/Gullbergsvass. As at 3 October 2016, Platzer Gamlestaden vacated Gullbergsvass 703:53, a parking house sold In Platzer’s opinion, Gamlestaden is one of Gothen- to the City of Gothenburg in connection with the burg’s most interesting neighborhoods. The old construction of the new Hising Bridge. In connec- industrial district and existing traffic solutions will tion with the sale, Platzer obtained a building rights be replaced with a modern and vibrant neighbor- option in the same area which can be exercised on hood with excellent access to public transport. completion of the new bridge. In 2016, the Company Platzer has a leading role in this transformation continued the property development projects and now owns three major properties and projects. KvartETT and Världshuset. Both projects involve Platzer’s project Gamlestads torg will form the careful conversion of previous family homes into entrance to the area. Construction has now started houses with multiple tenants. Today, the properties and occupancy is anticipated in summer 2018. are essentially fully let. For a long time, Backaplan has been a rather Gårda unplanned commercial area which, in the Compa- In Gårda, several property owners are planning a ny’s opinion, lacks connection with central Gothen- number of new homes, offices and fairs. In south burg. The new Hising Bridge and the associated Gårda, several very tall buildings will complement developments on both sides of Göta Älv will the existing high-rise buildings. Platzer is a leading connect Backaplan more closely with Älvstaden’s property owner in the area with a strong focus on core. Meanwhile, jointly with the City Planning Gårda and is involved in the most concerning Office and four other major property owners, Gårda’s development. Platzer has established a so-called master plan for the area. The concept is a green, dense mixed use city with connected commercial clusters that can accommodate approximately 5,000 flats and approximately 500,000 sq. m. commercial space.

1) Göteborgs stad, 2016, Stadsutvecklingsområde Hisingsbron – binder samman staden.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 43 Market overview

Port of Gothenburg and Arendal record levels of approximately SEK 180–190 billion. The Port of Gothenburg is Sweden’s largest port and The largest transaction to date in 2016 was the largest container port in Scandinavia. It is the Castellum’s purchase of Norrporten, a property only port in Sweden that can receive the world’s portfolio worth approximately SEK 22 billion. The largest ships. purchase was the second largest property transac- In the Port of Gothenburg, a planned extension tion ever in Sweden. of a new terminal at Arendal, deeper fairways and In the first half of 2016, listed and private double-track traffic on the harbor railway will link property companies were the largest investors in the railways to the port. With the grid, Gothenburg properties, with about 30 and 27 percent, respec- will be able to consolidate its position as the tively, of the total transaction volume. On the sell country’s logistics capital. side institutional investors and private property The Port of Gothenburg is focusing on growth in companies were most active, with about 33 and freight volumes both by attracting more lines and 25 percent, respectively, of the total transaction by a shift from overland transports to maritime volume. Consequently, private property companies transport. To facilitate this, a new terminal area were net purchasers. In recent years, many private will be built in the outer ports. The 22-hectare companies have refined their portfolios toward a terminal area will be located in Arendal pursuant clearer core business, while seeking to secure to a permission granted by the Land and Environ- investments in, for example, residential, communi- ment Court in December 2015. The Company ty and commercial properties in good locations believes that the infrastructure investments with stable tenants. planned in Arendal will enhance the attractiveness One of the factors that keep the interest in the of what has been called Sweden’s best logistics property market high is the low interest rate level. location. Based on the uncertain environment and the two There has long been a shortage of logistics percent inflation target, the Riksbank estimates spaces near the Port of Gothenburg, and the Port of that Sweden will continue to be in a low interest Gothenburg sees an increased interest in establish- rate environment until the beginning of 2018, when ing import storage centers near the port. In response the repo rate is expected to be guided slowly to this, a logistics park with over one million square towards zero. Relatively good access to funding and meters is under development, the Port of Gothen- the lack of high-yield investment opportunities are burg Logistics Park.1) two factors that also are expected to contribute to the continued attractiveness of property invest- The investment market for properties ments and high transaction volumes during the General remainder of 2016.2) The year 2016 started strong for the property The portion of foreign investors in the transac- investment market. The volume of property tion volume dropped significantly in the first half of transactions exceeding MSEK 40 in the first half of 2016. The said portion in the period was approxi- 2016 was the highest ever measured, approximately mately twelve percent compared with approxi- SEK 94 billion. Office properties accounted for the mately 22 percent in the same period of 2015. This largest share, approximately 40 percent, of the total decrease is largely explained by Castellum’s volume, followed by residential, which accounted purchase of Norrporten, which represented a major for about 24 percent. According to Savills Logistics portion of the transaction volume in the first half Report 2016, industrial, warehouse and logistics in 2016. properties represented approximately ten percent of the transaction volume during the first half of The investment market for properties in the 2016, while logistics properties alone accounted for Gothenburg region approximately SEK 7.7 billion of transaction volume, In the Gothenburg area, total property sales an increase of approximately 32 percent compared amounted to approximately SEK twelve billion in to the same period in 2015. In total, there were 262 2015, which was down by about SEK 2.5 billion transactions compared to 246 transactions in the compared with 2014. same period in 2015. Newsec predicts that the In the first half of 2016, the total transaction transaction volume for the year 2016 will reach volume in the Gothenburg region was about SEK 7.1

1) Göteborgs hamn, Hållbarhetsredovisning 2015. 2) Newsec, 2016, Newsec Property outlook autumn 2016.

44 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Market overview

Illustration of the property Gamlestaden 740:132, Gamlestad’s square. Estimated completion summer 2018 – Area Gamlestaden.

billion, representing about eleven percent increase High demand has entailed a continued downward compared with the second half of 2015, but approx- pressure on the yield requirements. In CBD prime imately 18 percent decrease compared with the first yield for offices is approximately 4.25 percent, and half of 2015. About 34 percent of the transaction in the rest of the inner city it is about 4.75 percent.2) volume was accounted for by office space. Of the A significant part of the total transaction total transaction volume in Sweden nearly eight volumes for industrial and logistics properties is percent was allocated to the Gothenburg region.1) attributable to Gothenburg as a result of its strong The Company experiences that the rental logistics location. Gothenburg accounted for over market for offices in Gothenburg is strong. The SEK 3.5 billion of the total transaction volume of imbalance between supply and demand is expected industrial, warehouse and logistics properties, to remain, since there are few new developments which totaled just under SEK 21 billion in 2015. planned in the next two years. In the most central Between 2009 and 2015, the largest part of the parts of Gothenburg there is a lack of investment construction has been focused in Gothenburg, objects, which, along with major urban develop- followed by Stockholm. The trend continues to be ment plans, is expected to increase the attractive- strong, and a significant part of development ness of several other areas. Modern office buildings pipeline for 2016–2017 is in Gothenburg. The continue to be attractive investment objects, investment market rewards good locations, long primarily Norra Älvstranden, Sigmahuset and contracts and stable tenants, which puts a down- Front Lindholmen changed owners in the first half ward pressure on yield levels.3) of 2016 to a yield of approximately 4.50–4.75 percent.

1) JLL, 2016, Nordic city report autumn. 2) JLL, 2016, Nordic city report autumn. 3) Savills. 2016, Spotlight Logistics Property Market.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 45 Business description

Business description

Introduction Platzer is one of Gothenburg’s largest property management, property projects and urban develop- companies specialising in commercial property, ment, as well as acquisitions and disposals of primarily office space. As at 30 September 2016, the properties. Platzer prioritizes good relationships Company owns and develops 61 properties with a with tenants and offers a service that focuses on total area of approximately 478,000 sq. m. Platzer close relationships and commitment. creates growth and profitability through letting and

History

1969 Platzer Bygg is established in Stockholm. 1983 PlatzerBygg is listed on the OTC list. 1991 The business is focused on Stockholm and Gothenburg. 1996 Ernström & C:o becomes the owner of Platzer Bygg through an acquisition of among others Länsförsäkringar and Stena’s Class A shares. 1997 The business focuses on properties, and the construction business is sold. 1998 The head office and the business move to Gothenburg. 2001 Fastighets AB Tornet makes a public offer for Platzer Bygg. Ernström & C:o makes a counterbid and acquires the remaining part of Platzer Bygg, remaining its majority owner. 2007 Ernström & C:o and Länsförsäkringar Göteborg and Bohuslän form Länsplatzer, owning 50 percent each. 2008 Ernström & C:o, Länsförsäkringar Göteborg och Bohuslän and Brinova form new Platzer. 2009 Platzer acquires properties in among others Norra Gårda, Lilla Bommen and Högsbo with a property value of approximately MSEK 374. 2010 Platzer acquires properties with a property value of MSEK 290. 2011 The management invests in Platzer via Gårda Intressenter. Platzer conducts a rights issue of MSEK 150 to existing shareholders. Platzer acquires properties with a net property value of MSEK 365. 2012 Platzer acquires nine properties with a total of approximately 91,000 sq. m. in Gothenburg, increasing its portfolio to approximately 400,000 sq. m. The number of shareholders increases as the result of a rights issue. 2013 Platzer is listed on Nasdaq Stockholm, Mid Cap. 2014 Platzer acquires properties with a property value of MSEK 864. 50 percent of Platzer’s properties are environmentally certified. 2015 The project portfolio and the project organisation expand significantly. The area Gamlestadens Fabriker is acquired at a price of MSEK 750. 2016 Platzer acquires the Artosa portfolio with a property value of approximately SEK 2.8 billion from Volvo Group Real Estate and makes its first acquisition at Lindholmen.

Business concept • to develop long-term relationships on a commer- Platzer creates value by owning and developing cial, sustainable and ethical basis by actively properties in the Gothenburg area. working with customers and suppliers, • to conduct continuous improvement of the Strategy property portfolio through value-generating Platzer’s strategy is: property and project development and • to use debt financing of the business based on • to grow and be a leading player in the Gothen- the value of properties and use existing cash for burg region with a focus on selected segments, value-generating property investments.

46 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Business description

Financial targets Property, project and urban development Since Platzer achieved the financial target of a NAV Property development means that existing build- of SEK 40/share already in 2016 instead of 2017, ings are developed through conversion or exten- Platzer’s board of directors has set new financial sion. This can involve adaptation to an individual targets, which were published in connection with tenant or change of a property’s area of use to Platzer’s announcement of its interim report for Q3 attract new clients. in 2016. Project development involves construction/ Platzer’s new targets are: development of a new building on a property which was either previously undeveloped or where • Long-term net asset value (EPRA NAV) to buildings have been demolished. increase by >10 percent annually Urban development means that Platzer assumes • Equity/assets ratio >30 percent greater responsibilities and contributes to the • Loan-to-value ratio not to exceed 65 percent development of a whole area or the city at large. • Interest coverage ratio >2.0 times Sometimes Platzer may do so alone, but often it • Property and project investments to produce a does so jointly with other property owners or return on investment of >20 percent. players in the area. In several areas it is possible to build homes in order to create attractive urban Dividend policy environments. In these cases the Company devel- Platzer’s dividend policy is that dividends shall, in ops and produces building rights which are sold to the long-term, amount to 50 percent of the income cooperation partners. In addition to creating a more from property management after tax (taxes means vibrant area, this contributes to the financing of a 22 percent standard tax rate). future projects. Core values Acquisitions and divestments Platzer’s core values permeate the entire business, Platzer’s overarching acquisition strategy is to reinforce various decisions and make room for strengthen its market position in selected market personal responsibility. For clients, the Company’s segments in the Gothenburg area, to be a leading core values mean that Platzer is accessible, quorate player in the respective market segment, and to and takes initiatives, that Platzer cares about continuously evaluate new segment. Platzer is a relationships, offers security and fixes errors in a long-term owner, but evaluates its holdings timely manner, and that Platzer’s employees are continuously. honest, clear and actively informative:

• Freedom with responsibility Organisation • Long-term development Before the acquisition of the Artosa portfolio, • Openness Platzer’s organisation is divided into two market areas: North and South. After the acquisition of the Platzer’s business Artosa portfolio, an additional market area will be Platzer refines its property portfolio through active added, referred to in this Prospectus as the Artosa property management and leasing, value-generat- market area. Each market area has a market area ing property development and new production as manager who is responsible for the property well as acquisitions and divestments of properties. holdings of the respective market area, including property development, new acquisitions, commer- Letting and property management cial property management and daily operation and In the day-to-day management, Platzer’s ambition service of the properties. They are also members of is to maximize operating surplus for each property, Platzer’s management team. which leads to an increased property value. Good Project development and Letting are Platzer’s tenant relationships and considerable knowledge operative specialist units for coordination and about the rental market leads to optimal agree- implementation of projects and new rentals. The ments with existing and potential clients. Project development division supports the market areas and is headed by a project development manager. In addition, there are two project managers and a number of project coordinators. The

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 47 Business description

division supports the market areas in connection Sustainability and environment with property and project development and is in Platzer believes sustainability is about continually charge of major detailed development plans jointly taking decisions that facilitate long-term, sustaina- with the market area managers. Platzer’s Letting ble development. This is achieved by reaching a division also supports the market areas with rental balance between several factors, a healthy financial of future projects as well as the current portfolio. position, satisfied employees, minimal environmental impact and a positive contribution to MA South MA North MA Artosa society. At Platzer, sustainability is an integral part of operating activities and applies to economic, Group and staff functions ecological and social sustainability. The Company takes a systematic approach to day-to-day environ- Project development Letting mental performance and Platzer has held ISO 14001 certification since 2009. In addition, the Company’s staff functions include Platzer works continuously with environmental the chief executive officer, HR, business develop- improvements in the Company’s properties. The ment, finance, economics, communications and Company’s policy is to deal with environmental sustainability / purchases. Apart from the addition problems at the earliest opportunity, and to the of a new market area Platzer will in connection extent possible, always to implement measures to with the acquisition of the Artosa portfolio, improve the environment in connection with, for strengthen the specialist units Project development example, renovations and property development. and Letting, as well as the staff functions. The three dimensions of sustainability (economic, ecological and social sustainability) often Employees overlap, as illustrated by the fact that the large As per 30 September 2016, Platzer had 63 employees proportion of environmentally certified buildings of which 27 women and 36 men. The average age has enabled Platzer to raise so-called green financ- was approximately 39 years. ing; at the end of 2015 and in October 2016, Nya SFF issued green bonds on behalf of Platzer. Nya SFF is Average number of employees 2013 2014 2015 owned by Platzer, Catena, Diös Fastigheter, Fabege Parent company 2 2 2 and Wihlborgs Fastigheter. Refer to the section Group companies 34 39 53 “Capitalization, indebtedness and other financial Total 36 41 55 information – Bonds”.

During 2015, Platzer strengthened the organization with eleven new employees and today we are 63 employees.

4 INVITATION8 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Business description

Environmental certification of properties Breeam There are several certification systems globally. BRE Environmental Assessment Method (BREEAM) Platzer has chosen to focus on four of these: Leed, is a UK environmental certification system, devel- Breeam, Miljöbyggnad and GreenBuilding. The oped and administered by BRE. BREEAM is one of systems are difficult to compare, and a system the oldest environmental certification systems and which only covers one or few areas can actually be has been used to certify over 115,000 buildings. The more stringent than one that seems more compre- system has existed in revised versions since 1990 hensive. and is the most widespread of the international Platzer’s goal is for all of the properties that can systems in Europe. be environmentally certified, to be classified in accordance with one of the approved systems, by Miljöbyggnad no later than five years after they have been Miljöbyggnad is a certification system for buildings acquired. The development goes towards Platzer based on Swedish regulations and Swedish con- certifying more properties according to the more struction practices. It is a relatively simple and comprehensive systems. cost-effective system for creating environmentally In 2015, 15 properties were environmentally sustainable buildings. Miljöbyggnad certifies certified, and in 2016 another two properties were important features relating to energy, indoor certified. At the end of September 2016, approxi- environment and materials. The system can be mately 79 percent of Platzer’s properties were used for new and existing buildings, regardless environmentally certified1). Today, the Company of size. has at least one certified property under each of the four systems. There is also a plan in place relating GreenBuilding to when and how the remaining properties will be GreenBuilding is aimed at property owners and certified. The cost of certifying the properties to managers who want to improve energy efficiency date amounts to approximately SEK 60 per sq. m. in their facilities and housing. Buildings must use Platzer uses four leading certification systems: 25 percent less energy than previously, or compared with the construction requirements of the Building Leed Regulations of the National Board of Housing, LEED Green Building Rating System is developed Building and Planning (BBR). GreenBuilding was an and administered by U.S. Green Building Council. EU initiative in 2004–2014 to accelerate energy The system was developed to address all types of efficiency in the building sector. As of 1 June 2010, buildings through different versions developed the Green Building Council is responsible for from the basic version. The version of LEED used to GreenBuilding in Sweden. certify commercial properties assesses the building’s environmental performance based on the following areas: Local environment, water usage, energy usage, materials and indoor climate.

1) Refers to properties that are possible to certify, and thus excluding parking properties, project properties and demolition properties.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 49 Business description

Platzer’s property portfolio prior to the Artosa acquisition Platzer’s property portfolio as at 30 September 2016 Platzer’s property portfolio comprises commercial Platzer’s existing property holdings can be properties in the Gothenburg area. The property divided into three geographical areas: Central portfolio comprised as at 30 September 2016 a total Gothenburg, South/West Gothenburg, and North/ of 61 properties with a total area of approximately East Gothenburg. The properties in central Gothen- 478,000 sq. m. The value of the properties as at 30 burg, excluding project properties, accounted for September 2016 was approximately MSEK 10,813. about 63 percent of the property value and about The market value of the 10 properties with the 56 percent of the total rental value. The rental value greatest value1) amounted on the same date to for office and retail properties and industrial, approximately MSEK 5,500 which corresponded to warehouse and other properties amounted to approximately 51 percent of Platzer’s property approximately 90 percent and approximately ten value. Annual rental income amounted to approxi- percent, respectively, of the total rental value. mately MSEK 705, and the total rental value was approximately MSEK 747. The economic occupancy rate amounted to 94 percent on an annual basis.

PROPERTY VALUE BY GEOGRAPHICAL AREA PROPERTY VALUE BY PROPERTY TYPE

3% 9% 24%

13% 63%

88%

Central Gothenburg South/West Gothenburg North/East Gothenburg Office/Retail Industrial/Warehouse/Other Project properties

RENTAL VALUE BY GEOGRAPHICAL AREA1) RENTAL VALUE BY PROPERTY TYPE

10% 27%

56% 17% 90%

Central Gothenburg South/West Gothenburg North/East Gothenburg Office/Retail Industrial/Warehouse/Other Project properties

1) Excluding project properties.

The summary on the next page is based on Platzer’s to existing properties. Lease agreements with property holdings as at 30 September 2016 and occupancies later than this or for properties derives from Platzer’s interim report for the period currently under construction are not included. 1 January–30 September 2016 which was reviewed Rental value refers to rental income plus the by the auditor but not audited. The columns relat- estimated market rent of vacant premises in their ing to profits/losses include current lease agree- existing condition. Rental income refers to con- ments, and are also including future occupancies tracted rental income including agreed supple- over the next six months, if the occupancies relate ments at 30 September 2016, such as payments for

1) Olskroken 18:7, Gullbergsvass 5:26, Gullbergsvass 1:1, Stampen 4:44, Bagaregården 17:26, Gårda 16:17, Gårda 1:15, Sampen 4:42, Lindholmen 30:2 and Livered 1:329.

50 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Business description

heat and property taxes, irrespective of time income as at 1 October 2016, minus the estimated limited reductions of rent of approximately MSEK property costs including property management for 10. Per 30 September 2016, in addition to the table a rolling twelve-month period. Project properties below, there are signed lease agreements for relates to income from existing properties before ongoing projects with a rental value of approxi- the start of the project. This income will cease mately MSEK 9 with occupancy ranging from the when the project commences. For further informa- first quarter 2017 and onwards. The operating tion about the creation of this table, refer to the surplus indicates the properties’ earning potential section “Capitalization, indebtedness and other on an annual basis defined as contracted rental financial information – Earning capacity”.

Distribution by geographical area and type of property as at 30 September 2016 Lettable Market Rental Economic Rental Operating Surplus Number of area, value, value, occupancy income, surplus, ratio, properties sq. m. MSEK MSEK rate, % MSEK MSEK % Investment properties Central Gothenburg Office/Retail 21 191,785 6,359 404 95 385 300 78 Industrial/Warehouse/Other 2 23,925 300 13 85 11 9 83 Totalt 23 215,710 6,659 417 95 396 309 78

South/West Gothenburg Office/Retail 9 56,671 648 68 88 60 40 66 Industrial/Warehouse/Other 9 59,177 661 62 95 59 43 72 Totalt 18 115,848 1,309 130 92 119 83 69

North/East Gothenburg Office/Retail 9 142,845 2,563 198 95 189 143 75 Industrial/Warehouse/Other – ––– –– –– Totalt 9 142,845 2,563 198 95 189 143 75

Total investment properties 50 474,403 10,531 745 94 704 534 76 Project properties 11 3,475 282 2 – 1 ––

Total Platzer 61 477,878 10,813 747 94 705 534 76

Rental value and occupancy rate the existing time limited rental discounts of The total rental value of the property holdings was approximately MSEK 10. Platzer believes that rental estimated at 30 September 2016 to amount to income overall is at a market level. Lease agree- approximately MSEK 747, of which the estimated ments with a term of three years or more are market rent for vacant premises in their existing normally subject to annual rent adjustments in the condition accounted for approximately MSEK 42. form of upward adjustments to the consumer price The economic occupancy rate for investment index. As at 30 September 2016, the absolute properties amounted to approximately 94 percent. majority of Platzer’s contractual rental income was The economic occupancy rate of the entire property subject to such rental increases. holdings at 30 September 2016 amounted to approx- Per 30 September 2016 Platzer had a total of 720 imately 94 percent. commercial tenancy agreements with contractual rental income of approximately MSEK 667 and an Tenants and contractual structure average maturity of approximately 43 months. The Rental income from Platzer’s property holdings on difference between the contracted rental income an annual basis at 30 September 2016 amounted to from the commercial tenancy agreements and total approximately MSEK 705. Rental income includes rental income (specified in the table above) consists supplements for among others property tax, of income from among other parking lots and heating, and power, which is passed on to the garages, masts and billboards. tenants. The calculation has not taken into account

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 51 Business description

Property costs which are usually not passed on LEASE AGREEMENTS BY CONTRACT EXPIRY YEAR to tenants are costs of maintenance and manage- MSEK Number ment, leasing and rental administration. Operating 250 250 costs other than utility consumption consist of operation of the properties by Platzer’s staff or 200 200 under service agreements. The service agreements are continually reviewed and adapted to each 150 150 property’s unique circumstances and needs. Platzer 100 100 has implemented proactive measures on planned maintenance. Platzer’s staff deals with the correc- 50 50 tive maintenance activities internally to a considerable extent. Platzer’s property costs as at 30 Sep- 0 0 2022–202120202019201820172016 tember 2016 for a rolling twelve-month period amounted to MSEK 172. Rental income Number of contracts

Operating surplus Rental income from Platzer’s 20 largest lease Platzer is actively working to optimize the operat- agreements per 30 September 2016 represented ing surplus in each building to improve cash flow 32 percent of the rental value. and increase property value. An improved cash flow creates room for more development projects Platzer’s largest lease agreements per 30 September 2016 and acquisitions and/or distribution of profits to DB Schenker shareholders. Increased property value also generates growth in the Company’s equity, which Swedish Migration Agency increases the NAV and generates growth in the Swedish Social Insurance Agency shareholders’ assets. Efforts by Platzer to increase Nordea Bank AB the operating surplus has included systematic Länsförsäkringar Göteborg & Bohuslän increase of income, passing on utility costs and Stampen property taxes and reducing property costs, as a Domstolsverket result of which the Company has achieved a Cochlear surplus ratio exceeding the industry average. Mölnlycke Health Care Investments Gothenburg Region Association of Local Authorities Costs that generate value increases in the property holdings are recognized as investments and are not Property costs expensed. Examples of investments include costs Platzer’s property costs can be divided into six of tenant adjustments and environmental classifi- different categories, utility costs, other operating cations. Investments are an integral part of a costs, corrective maintenance, planned mainte- property company’s operations and may relate to nance, property administration and property tax. investments in existing properties or acquisition of Utility costs include, among other, heating, power new properties. Investments can be made for and water, which, to a large extent, are passed on to maintenance purposes, to maintain the standard tenants in the form of rent supplements. and value of the properties, or to increase the value The majority of Platzer’s property tax is passed of the properties or expand the portfolio. on to tenants in the form of rent supplements. The Company is actively working to reduce the energy Development projects consumption and utility consumption in each Platzer currently has possible development projects building, thereby reducing the tenants’ costs. In comprising approximately 500,000 sq. m. GFA 2015, the energy usage in Platzer’s property hold- (Gross Floor Area) and ongoing projects comprising ings decreased by 8.5 percent. Property tax for the approximately 46,000 sq. m. lettable area. The financial year 2015 amounted to 1.0 percent of the projects mainly involve office properties with assessed value for commercial properties and 0.5 elements of service, and mixed urban area develop- percent for industrial properties. Properties classi- ment projects which also include residential fied as special properties, such as school and properties. As at 30 September 2016, the total healthcare facilities, are not charged with any possible project investment is estimated to amount property taxes. to approximately SEK 12 billion, of which ongoing

52 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Business description

major projects account for approximately MSEK In terms of the development of Backaplan, work 740. Platzer’s strategy is to develop detailed devel- is currently under way on the detailed development opment plans for mixed urban areas, to sell build- plan. Among other, Skandia Fastigheter has ing rights for residential purposes, and to focus on acquired the Coop shopping centre. Work on vision, development of commercial properties. preparation and division into phases is ongoing. The anticipation is to see the first steps of the Ongoing property and project development transformation of this area in 2017. The project portfolio is divided into two parts: property development and project development. Högsbo and Södra Änggården Property development is the development of In March 2016, the Building Committee announced existing buildings, for instance by means of addi- a positive detailed planning decision and commis- tions, extensions or reconstructions. It can include sioned a detailed development plan for mixed everything from minor adjustments for tenants to urban development. Since the summer, studies major projects. Project development is new con- have shown that disturbances are smaller than struction on previously undeveloped land or where expected, why the area included in phase 1 has previous buildings have been demolished for a new been extended. Around 75 percent of the volume construction project. will be housing. Of these flats, approximately 600 The occupancy rate for the major ongoing will be part of the housing project BoStad 2021 project development projects is set out in the table (Housing 2021), an initiative set up by the City of under the title “Major ongoing development pro- Gothenburg in connection with the city’s 400th jects”. Gårda 1:15 and Livered 1:329 are both being anniversary. The detailed development plan for reconstructed for the Swedish Migration Agency. stage 1 will be ready in 2017, which means that Gårda was completed in the third quarter of 2016, construction start is expected 2018. The residential while Livered is expected to be completed in the property rights will be sold to cooperation partners first half of 2017. Construction of Hårddisken 1, for once the detailed development plan is ready, while Armatec, is continuing this year and the project is Platzer will develop the commercial parts. Platzer’s expected to be completed in the first quarter of estimated total volume in Södra Änggården com- 2017. Construction of Gamlestaden 740:132, 10 prises around 250,000 sq. m. percent of which has been let to Västtrafik, started in the second quarter of 2016. Gamlestaden In Gårda, two detailed development plans are In the next 10 years, major changes will take place underway. For Platzer, this means two building in Gamlestaden, where Platzer owns three large rights comprising a total of approximately 50,000 properties and projects. Construction has now sq. m. in Gårda with potential construction start in started on Platzer’s project Gamlestads torg and 2017. There is also a detailed development plan for a occupancy is anticipated in summer 2018. The small office building of approximately 3,000 sq. m. project comprises approximately 16,000 sq. m. and is situated in a location that has one of the highest Ongoing urban development levels of public transport services in Gothenburg, In addition to individual development projects, with part of the ground floor let to a transport hub Platzer is also involved in the urban development (Västtrafik). of entire areas in collaboration with other players. Adjacent to this project lies Olskroken 18:7, Recently, the Company has been most involved in better known as Gamlestadens Fabriker, where the development of Backaplan, Södra Änggården work on the detailed development plan is ongoing. and Gamlestaden. In 2015, future building rights for residential use were sold to JM, which is now participating in Älvstaden and Backaplan development of the area. Most of Platzer’s properties in Älvstaden are located At the adjoining property Bagaregården 17:26, in Lilla Bommen/Gullbergsvass. The Company also parallel assignments have been carried out for a participated in the property development projects revised detailed development plan. The winning KvarterETT and Världshuset. Both projects involve proposal that is now being used as the basis for a careful conversion of previous single tenant proper- detailed development plan application comprises a ties into multiple tenant properties. The properties potential increase in both housing and commercial are currently basically fully let. activity by a total of around 60,000 sq. m.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 53 Business description

Gårda the basis of the work in progress on detailed devel- In 2015, the Company started work on a green travel opment plans and the continued development of plan for Gårda. Jointly with the City Planning Gårda. For Platzer, this means two building rights Department, Platzer analyses how people travel to comprising a total of about 50,000 sq. m. in Gårda and from work, and how they move within the area. with potential construction start in 2017. Addition- Platzer has also completed two social impact ally, there is an existing detailed development plan assessments jointly with the City Planning Depart- for a smaller, around 3,000 sq. m. office building. ment. The results of these plans and analyses are

Major ongoing development projects New area, Of which Converted lettable area, Total inv. incl. outstanding Occupancy Property Type1) area, lettable sq. m. land, MSEK inv., MSEK rate, % Completed Property Gårda 1:15 Dev. 10,000 1,200 110 0 100 Q3 2016 Project Hårddisken 1 Dev. 4,800 85 17 100 Q1 2017 Property Livered 1:329 Dev. 14,000 65 10 100 Q2 2017 Gamlestaden Project 740:132 Dev. 16,000 480 350 10 Q2 2018 Total 24,000 22,000 740 377

Possible development projects Potential Type of New floor area construction Property Type1) property (gross) sq. m. Project phase start2) Gårda 4:11 Project Dev. offices 3,000 detailed development 2016 plan available Gullbergsvass 5:10 Property Dev. offices 4,000 detailed development 2016 plan available Gårda 2:12 Project Dev. offices 30–35,000 detailed development 2017 plan in progress Gårda 16:17 Project Dev. offices 15–20,000 detailed development 2017 plan in progress Skår 57:14 Project Dev. offices 15–20,000 detailed development 2017/2018 plan in progress Södra Änggården Phase 1 Project Dev./ mixed use 120,000 detailed development 2017/2018 (multiple properties) Property Dev. development plan in progress Olskroken 18:7 Project Dev./ mixed use 70–80,000 detailed development 2018 Property Dev. development plan in progress Krokslätt 34:13 Property Dev./ mixed use 10–15,000 detailed development 2018/2019 Project Dev. development plan to commence 2017 Bagaregården 17:26 Project Dev. mixed use 60,000 aiming to apply for 2019/2020 development detailed planning decision in 2016 Backaplan Project Dev. mixed use 60–90,000 detailed development 2019/2020 (multiple properties) development plan in progress Södra Änggården Phase 2 Project Dev./ mixed use 80–130,000 Aiming to apply for 2020/2021 (multiple properties) Property Dev. development detailed planning decision in 2016/2017 Älvsborg 178:9 Property Dev. housing 10–12,000 detailed development 2021 plan to commence 2018 Total 477,000 – 589,000

The summary includes potential projects that have been identified for properties that the company owns or has agreed to acquire. 1) T ype refers to property development (Property Dev.), which mean existing buildings are used as a base, or project development (Project Dev.), which involves new construction from ground up. 2) Possible construction start means when it is estimated the project could start, provided planning proceeds to plan and leasing has reached a satisfactory level.

54 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) The acquisition of the Artosa portfolio

The acquisition of the Artosa portfolio

The information in this section regarding the Artosa portfolio is derived from, unless otherwise specified, Platzer’s own calculations and estimates and the information that the Company has obtained in connection with the due diligence investigation that Platzer conducted before the acquisition of the Artosa portfolio.

Description of the acquisition quarter 2016 since Platzer achieved its financial On 21 October 2016, it was announced that Platzer target of net asset value (NAV) of SEK 40/share had entered into agreement with AB Volvo, through already in 2016 instead of 2017. For information Volvo Group Real Estate with subsidiaries, on the regarding the financial targets, refer to the section acquisition of the Artosa portfolio. The preliminary “Business description – Financial targets”. completion date is 15 December 2016. The comple- For further information on the terms of the tion date may however be postponed due to regis- Artosa acquisition, refer to the section “Legal tration of property. considerations and supplementary information – The acquisition of the Artosa portfolio makes The acquisition of the Artosa portfolio”. Platzer a significantly larger property company and represents a strategically important step for Platzer. The Artosa portfolio in brief This is the case not only because the value of The properties in the Artosa portfolio are located in Platzer’s properties increases by approximately 26 the areas Arendal, Torslanda and Säve, which have percent to approximately SEK 13.6 billion (based on given the portfolio its name (Artosa: Ar=Arendal, the value of the existing property portfolio as per to=Torslanda, sa=Säve). The Artosa portfolio 30 September 2016), but also because of a number comprises approximately 338,000 sq. m. lettable of other factors: area in Arendal and Torslanda and land in Arendal, Torslanda and Säve. The land area amounts to a • The portfolio will generate a good cash flow for total of approximately 3,600,000 sq. m. including Platzer while also providing the Company with a approximately 2,000,000 sq. m. undeveloped land. good opportunity to undertake urban develop- Platzer believes there is considerable potential for ment activities in the area, sell building rights future building rights. and develop AB Volvo’s current head office in The major part of the Artosa portfolio is located Torslanda; in direct connection with or in the vicinity of the • Platzer’s property portfolio will be complement- Port of Gothenburg. The Port of Gothenburg is ed both geographically, with a wider range of Sweden’s largest port and the largest container port office locations, and in terms of a new type of in Scandinavia. property for industry and logistics; Companies within the AB Volvo group are the • Platzer gets a larger property portfolio, which largest tenants, renting just under 50 percent of the improves the opportunities for continued lettable area. Other tenants include DFDS, Plastal, profitable growth, through both more own Tibnor and Damco. Approximately 40 percent of the projects investments and through becoming a portfolio’s lettable area comprises offices and 60 more interesting and stronger cooperation percent logistics. partner for customers and municipalities; and The Artosa portfolio’s total annual rental value • Platzer will be able to take advantage of the even was estimated as at 20 October 2016 to amount to greater attractiveness of what is considered as approximately MSEK 300, of which the estimated Sweden’s Sweden’s best logistics location, which market rent for vacant premises in their existing is expected to follow from the large infrastruc- state accounted for approximately MSEK 17. The ture investments being planned in Arendal.1) economic occupancy rate for the properties amounted to approximately 94 percent. The yield The acquisition will not lead to any changes of for the Artosa portfolio is estimated at approxi- Platzer’s financial targets, risk measures or divi- mately 7.2 percent. dend policy. However, Platzer’s financial targets For the Artosa portfolio, rental income on an were updated in connection with the Company’s annual basis per 20 October 2016 amounted to announcement of the interim report for the third approximately MSEK 283. The calculation has not

1) Savills. 2016, Spotlight Logistics Property Market.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 55 The acquisition of the Artosa portfolio

taken into account the existing time limited rental discounts of approximately MSEK 13 or the income from the lease agreement relating to Sörred 8:11 which expires in the first quarter of 2017. Platzer believes that rental income overall is at a market level. Per 20 October 2016 the Artosa portfolio comprised a total of approximately 180 lease agreements with contractual rent revenue of approximately MSEK 283. Rental income from the Artosa portfolio’s five largest lease agreements per 20 October 2016 represented approximately 36 percent of the total rental value and the ten largest lease agreements represented approximately 55 percent of the total rental value. The ten largest lease agreements had on 20 October 2016 an average remaining lease duration of approximately 4.5 years. Torslanda The geographical areas of the Artosa portfolio Torslanda is an industrial area in west Gothenburg Below is a brief description of the Artosa portfolio’s located near the Port of Gothenburg. The area is the distribution over the geographical areas Arendal, base for a large part of Swedish industry and Torslanda and Säve. several major industries are based here, including Volvo Cars, Delphi, IAC and several oil refineries. Arendal The part of the Artosa portfolio which is located Arendal is in the Company’s view one of the best in Arendal comprises approximately 54,000 sq. m. logistics locations in Sweden with direct proximity lettable area divided into three buildings and to the Port of Gothenburg, Sweden’s largest port approximately 1,100,000 sq. m. land. Major tenants and the largest container port in Scandinavia. The include HCL, renting an entire building under a Gothenburg region has been ranked as the best long-term agreement, and DHL. The current head logistics location in Sweden since 2005, when office of AB Volvo, which becomes vacant in the Intelligent Logistik started its ranking.1) To main- spring of 2017, is located in Torslanda. Overall, tain the position as Scandinavia’s freight hub, new there are approximately 15 lease agreements and port terminals, logistics areas, roads and railways the occupancy rate will amount to approximately are being built. The port in the area currently 70 percent once Volvo AB vacates the property employs approximately 22,000 people, and the Sörred 8:11 in the spring of 2017. expansion is expected to generate even more jobs and to contribute to growth in the region.2) In total, Säve nearly 30 percent of Sweden’s foreign trade passes Säve is accessed from both Hisingeleden and the through the Port of Gothenburg.3) Besides the Port, E6 motorway and is located in direct proximity to there are good communications to the area. Deliv- Gothenburg City Airport. As of 2015, there are no eries can be made to the area by car, bus and train. commercial flights from the airport, but it is used The part of the Artosa portfolio which is located in for helicopters, private flights and business travel. Arendal comprises approximately 270,000 sq. m. The part of the Artosa portfolio located in Säve lettable area and approximately 1,400,000 sq. m. comprises land with an area of approximately land. The area accounts for 80 percent of the 1,100,000 sq. m. The property has previously been lettable area in the Artosa portfolio and comprises used for military operations. There is currently a industrial and logistics properties as well as office number of various buildings from that period as properties. AB Volvo is the largest tenant through well as some other more recent buildings. There is its subsidiary Sveafjord AB, followed by Damco, also a large cavern on the property. Operations on DFDS, Plastal and Tibnor. Overall, there are approx- the property are varied and mainly connected to imately 150 tenants, and the occupancy rate aviation, such as flight instructors and operators. amounts to approximately 99 percent. In total there are approximately ten tenants.

1) Savills. 2016, Spotlight Logistics Property Market. 2) The Port of Gothenburg, 2016, Hamnen växer. 3) The Port of Gothenburg, 2016, Om Göteborgs hamn.

56 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) The acquisition of the Artosa portfolio

Environment relevant properties to get a better picture of poten- Under the Environmental Code (1998:808) a com tial contamination. Based on the results of these pany that acquires properties is deemed liable for inspections, Platzer and the seller agreed to allo- contamination on the properties in the event that cate environmental liability between the parties. the persons in charge of the operations that caused This allocation should in principle be applicable the contamination are unable to pay. A condition regardless of against whom an authority may bring for a property owner’s liability is that the owner charges. The agreement between the seller and was aware or should have been aware of the Platzer entails, in principle, that Platzer takes contamination at the time of the acquisition. liability towards the seller and companies within Owner liability rests with the company that owns the seller’s group for all potential costs attributable the properties. A property developer can also be to contamination except such contamination which considered to have caused the contamination by was not discovered through the environmental spreading existing contamination in connection inspections and which are attributable to automo- with property development. tive operations conducted by the seller and the The properties comprised in the Artosa portfolio companies within the seller’s group. The seller is have been used in operations that may have caused liable for the latter. environmental contamination. Among other, the Prior to the acquisition, the purchaser and the relevant properties have been used in the ship- seller commissioned a technical consultant to building and automotive industries. In connection assess the potential cost for a contamination with entering into the agreement regarding the incidence in soil, water or groundwater, and the acquisition of the Artosa portfolio, Platzer and the Company is therefore aware of the estimated costs seller conducted environmental inspections in the related to the potential environmental risks.

The property Forsåker 1:196, Kvarnbygatan 10-14 – Area Mölndal. The property is environmentally certified according to Miljöbyggnad.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 57 The acquisition of the Artosa portfolio

The Artosa portfolio The summary and diagram below is based on the Artosa portfolio as at 20 October 2016 when the Säve agreement regarding the acquisition of the Artosa portfolio was signed. Rental value refers to rental income plus the estimated market rent of vacant premises in their existing condition. Rental income relates to contractual rental income including agreed rent supplements as at 20 October 2016. The operating surplus shows the properties’ earning capacity on a yearly basis, defined as rental income as at 20 October 2016 minus property costs, includ- Sörred North - Land ing property management for the rolling twelve Hisingsleden - Land months. The calculation does not take into account Bulycke estimations of existing fixed-term lease incentives Torslanda - Office in the form of reduced rent of approximately MSEK Volvo - Headquarter 13. For further details of the information used to Hamneviksvägen - Land Sörred Roundabout- Land create the table, refer to the sections “Capitaliza- tion, indebtedness and other financial information – Earning capacity”.

Arendal

Lettable Market Rental Economic Rental Operating Number of area, value, value, occupancy income, surplus, Surplus properties sq. m. MSEK MSEK rate, % MSEK MSEK ratio, % Artosa portfolio 10 338,472 2,765 300 94 283 198 70

The below charts are shown as an illustration and are not based on any decided future segment division.

DISTRIBUTION OF RENTAL INCOME DISTRIBUTION OF LETTABLE AREA DISTRIBUTION OF PROPERTY VALUE 1%

11% 4% 3% 16% 17%

88% 80% 80%

Arendal Torslanda Säve Arendal Torslanda Säve Arendal Torslanda Säve

Property designations of the Artosa portfolio Approximate Approximate Property land area, Lettable area, Property land area, Lettable area, designations sq. m. sq. m. designations sq. m. sq. m. Arendal 764:720 1,370,000 272,000 Sörred 8:11 240,000 11,000 Syrhåla 2:3 60,000 Sörred 7:21 60,000 Syrhåla 3:1 190,000 28,000 “Sörred Norra” 250,000 Syrhåla 4:2 170,000 “Sörredsrondellen” 110,000 Sörred 7:24 60,000 15,000 Åseby 7:2 1,100,000 12,000 Total 3,610,000 338,000

5 INVITATION8 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) The acquisition of the Artosa portfolio

Platzer’s property portfolio following the acquisition of the Artosa portfolio All data in this section is based on Platzer’s existing combined value of the properties is approximately property portfolios as at 30 September 2016 and the SEK 13.6 billion, the annual rental income is Artosa portfolio as at 20 October 2016, the date of approximately MSEK 988 and the total rental value signing of the agreement regarding the acquisition is just over SEK 1 billion. The economic occupancy of the Artosa portfolio.1) rate is approximately 94 percent. The acquisition Platzer’s property portfolio will following the will add another market segment to Platzer’s organ- acquisition of the Artosa portfolio, continue to isation, referred to in this Prospectus as market comprise commercial properties in the Gothenburg segment Artosa, which will account for approxi- region. Based on Platzer’s current property portfolio mately 21 percent of the property value and approx- as at 30 September 2016, but with the addition of imately 29 percent of total rental value. The dia- the Artosa portfolio as at 20 October 2016, Platzer’s gram below is for illustrative purposes only and is property portfolio will comprise 71 properties with not based on any decisions on future segmentation. a total area of approximately 816,000 sq. m. The

LETTABLE AREA BY PROPERTY TYPE PROPERTY VALUE BY GEOGRAPHICAL AREA RENTAL VALUE BY GEOGRAPHICAL AREA

18% 21% 29% 40% 50% 19% 19% 82% 10% 12%

Office/Retail Industrial/Warehouse/Other Central Gothenburg South/West Gothenburg Central Gothenburg South/West Gothenburg North/East Gothenburg Artosa North/East Gothenburg Artosa

The summary below is based on Platzer’s property income, less property costs including property portfolio as at 30 September 2016, with the addition administration for a rolling twelve-month period. of the Artosa portfolio as at 20 October 2016. Rental The calculation does not take into account existing value refers to rental income plus the estimated fixed-term lease incentives in the form of reduced market rent of vacant premises in their existing rent of in total approximately MSEK 23. For further condition. Rental income refers to contracted rental details of the information used to create the table, income inclusive of agreed rent supplements. The refer to the section “Capitalization, indebtedness operating surplus shows the properties’ earning and other financial information – Earning capaci- capacity on an annual basis, defined as rental ty”. 2)

Lettable Market Rental Economic Rental Operating Number of area, value, value, occupancy income, surplus, Surplus properties sq. m. MSEK MSEK rate, % MSEK MSEK ratio, % Investments properties Central Gothenburg 23 215,710 6,659 417 95 396 309 78 South/West Gothenburg 18 115,848 1,309 130 92 119 83 69 North/East Gothenburg 9 142,845 2,563 198 95 189 143 75 Total investment properties 50 474,403 10,531 745 94 704 534 76 Project properties 11 3,475 282 2 0 1 0 0 Artosa portfolio1) 10 338,472 2,765 300 94 283 198 70 Total Platzer 71 816,350 13,578 1,047 94 988 732 74

1) As at 20 October 2016.

1) The summary below is based on Platzer’s property holdings as at 30 September 2016 and derives from Platzer’s interim report for the period 1 January – 30 September 2016 which has been reviewed by the auditor but not audited. 2) The summary of Platzer’s earning capacity in the section “Capitalization, indebtedness and other financial information – Earning capacity” takes into consideration Platzer’s divestment of the property Gullbergsvass 703:53, a parking garage with a value of around MSEK 210, which was transferred in October 2016, which the summary in this section does not.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 59 Valuation report

Valuation report

The valuation report on the next page regarding render the reproduced information inaccurate or Platzer’s properties has been issued by an inde- misleading. Platzer’s valuation of its properties pendent expert valuer, by order of Platzer. The as per 30 September 2016 amounted to SEK valuation report comprises Platzer’s property 10,813,000,000. The corresponding value according portfolio as per 30 September 30 2016. Following to valuation report is somewhat slightly higher and this date, the property Gullbergsvass 703: 53, a amounts to SEK 10,879,500,000. This amount parking garage with a value of MSEK 210, has been corresponds to a deviation of 0.6 percent compared disposed of and the agreement for the acquisition to Platzer’s valuation. Property valuations are, of the Artosa portfolio, with an underlying property however, subject to an uncertainty range of five to value of SEK 2.8 billion, has been entered into. The ten percent due to the uncertainty in the assump- valuation report has been issued by Forum Fas- tions and estimates made in connection with the tighetsekonomi AB and the company has agreed to valuations. A list of Platzer’s property portfolio as publish in the Prospectus. The information in the per 30 September 2016 can be found on page 132 of valuation report has been reproduced exactly and this Prospectus. no information has been omitted which would

60 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Valuation report

This is an in-house translation of the summarizing valuation report in Swedish, issued by Forum Fastighetsekonomi AB on 28 October 2016

SAMMANFATTANDESUMMARIZING VALUATION VÄRDE REPORTRINGSRAPPORT WĊƵƉƉĚƌĂŐĂǀWůĂƚǌĞƌ&ĂƐƚŝŐŚĞƚĞƌOn the instructions of Platzer,ŽůĚŝŶŐ Fastigheter;ƉƵďůͿ HoldingŚĂƌ&ŽƌƵŵ&ĂƐƚŝŐŚĞƚƐĞŬŽŶŽŵŝďĞĚƂŵƚŵĂƌŬŶĂĚƐǀćƌĚĞ AB (publ), Forum Fastighetsekonomi AB has carriedŶĂ out ĂǀanWůĂƚǌĞƌ assessmentŬŽŶĐĞƌŶĞŶƐ of theƐĂŵƚůŝŐĂĨĂƐƚŝŐŚĞƚĞƌ market values ͘&ĂƐƚŝŐŚĞƚƐďĞƐƚĊŶĚĞƚƵƚŐƂƌƐĂǀof all the properties owned byϲϭ theƐƚŬŽŶƚŽƌƐ PlatzerͲ͕ŚĂŶĚĞůƐ group. TheͲŽĐŚŝŶĚƵƐƚƌŝĨĂƐͲ property portfolio ƚŝŐŚĞƚĞƌcomprises;ƵƉƉĚĞůĂĚĞƉĊϱϵƐƚǀćƌĚĞƌŝŶŐƐŽďũĞŬƚͿ 61 office, retail and industrial ďĞůćŐŶĂŝ'ƂƚĞďŽƌŐƐ͕DƂůŶĚĂůƐŽĐŚ,ćƌƌǇĚĂŬŽŵŵƵŶĞƌ͘ĞŶƚŽƚĂůĂproperties (divided into 59 assets for valuation purposes) situated ƵƚŚǇƌŶŝŶŐƐďĂƌĂĂƌĞĂŶin the municipalitiesƵƉƉŐĊƌƚŝůůϰϳϳ͘ϵϮϬŬǀŵ;ŶůŝŐƚWůĂƚǌĞƌƐ of Gothenburg, Mölndal and Härryda.ĨĂƐƚŝŐŚĞƚƐĨƂƌƚĞĐŬ The total lettableŶŝŶŐͿ͘sćƌĚĞƚŝĚƉƵŶŬƚćƌϮϬϭ area is 477,920 sq.ϲ ͲmϬϵ (accordͲϯϬ͘ - sĂƌũĞing toǀćƌĚĞƌŝŶŐƐŽďũĞŬƚƐ Platzer’s real propertyŵĂƌŬŶĂĚƐǀćƌĚĞŚĂƌďĞĚƂŵƚƐ inventory). The dateƐĞƉĂƌĂƚ of valueŽĐŚ isĚĞŶƚŽƚĂůĂ 2016-09-30.ǀćƌĚĞďĞĚƂŵŶŝŶŐĞŶŶĞĚĂŶƵƚŐƂƌ The market value of each ƐƵŵͲasset has ŵĂŶĂǀƐĂŵƚůŝŐĂbeen assessedŵĂƌŬŶĂĚƐǀćƌĚĞ separately andŶ͘ the total estimated value below comprises the sum total of all market values. UnderlagSupporting documentation &ĂƐƚŝŐŚĞƚĞƌŶĂŚĂƌŵĞĚŶĊŐƌĂĨĊƵŶĚĂŶƚĂŐǀćƌĚĞƌĂƚƐĂǀŽƐƐƚŝĚŝŐĂƌĞ͘&ůĞƌƚĂůĞƚWith a few exceptions, the properties have already been valued by usĨĂƐƚŝŐŚĞƚĞƌŚĂƌďĞƐŝŬƚŝŐĂƚƐ on previous occasions.ǀŝĚŶĊŐŽƚ The majority ƚŝůůĨćůůĞƵŶĚĞƌĚĞƐĞŶĂƐƚĞof the properties haveƚƌĞ beenĊƌĞŶŵĞĚĂŶĞƚƚŵŝŶĚƌĞĂŶƚĂůĨĂƐƚŝŐŚĞƚĞƌŚĂƌďĞƐŝŬƚŝŐĂƚƐĨƂƌĨǇƌĂĞůůĞƌĨĞŵĊƌƐĞĚĂŶ inspected at some point during the last three years, while a small numberŽĐŚ of ŵĞĚĞŶƂǀĞƌƐŝŬƚůŝŐďĞƐŝŬƚŶproperties have been inspectedŝŶŐƐƵƉƉĚĂƚĞƌŝŶŐϮϬϭϲ͘ four or five years ago, with a general inspection update undertaken in 2016. Rental and operating expenses data has been obtained for each individual property, together with ,ǇƌĞƐinformationͲŽĐŚĚƌŝĨƚŬŽƐƚŶĂĚƐĚĂƚĂ on ongoing leaseŚĂƌĞƌŚĊůůŝƚƐ agreements,ƉĊĨĂƐƚŝŐŚĞƚƐŶŝǀĊ terminationsƚŝůůƐĂŵŵĂŶƐŵĞĚ and plannedƵƉƉŐŝĨƚĞƌ maintenance,ŽŵƉĊŐĊĞŶĚĞƵƚŚǇƌŶŝŶŐĂƌ etc. Where necessary,͕ ƵƉƉƐćŐŶŝŶŐĂƌŽĐŚƉůĂŶĞƌĂƚƵŶĚĞƌŚĊůůĞƚĐ͘KĨĨŝĐŝĞůůĂƵƉƉŐŝĨƚĞƌŽŵĨĂƐƚŝŐŚĞƚĞƌŶĂŚĂƌǀŝĚďĞŚŽǀŚćŵƚĂƚƐĨƌĊŶ&ĂƐƚŝŐͲofficial information about the properties has been obtained from the Real Property Register (Sw. Fastighets- ŚĞƚƐĚĂƚĂƐǇƐƚĞŵĞƚŽĐŚƵƉƉŐŝĨƚĞƌdatasystemet), and informationŽŵ onĚĞƚĂůũƉůĂŶĞƌŵŵŚĂƌŝŶŚćŵƚĂƐ detailed development plans,ĨƌĊŶ etc.ƌĞƐƉĞŬƚŝǀĞ has beenŵǇŶĚŝŐŚĞƚ͘ obtained from the respective authorities. Metodik Methodology DĂƌŬŶĂĚƐǀćƌĚĞƚďĞĚƂŵƐŵĞĚĞŶŵĂƌŬŶĂĚƐĂŶƉĂƐƐĂĚĨůĞƌĊƌŝŐĂǀŬĂƐƚŶŝŶŐƐĂŶĂůǇƐ͕ĚǀƐ͘ĞŶĂŶĂůǇƐĂǀĨƂƌǀćŶƚĂĚĞĨƌĂŵͲ The market value is assessed using a market-adjusted yield analysis over several years, i.e. an analysis of ƚŝĚĂďĞƚĂůŶŝŶŐƐƐƚƌƂŵŵĂƌĚćƌĂůůĂŝŶĚĂƚĂ;ŚǇƌŽƌ͕ǀĂŬĂŶƐͬŚǇƌĞƐƌŝƐŬ͕ĚƌŝĨƚͲŽĐŚƵŶĚĞƌŚĊůůƐŬŽƐƚŶĂĚĞƌ͕ĨĂƐƚŝŐŚĞƚƐƐŬĂƚƚ ĞƚĐ͕ĚŝƌĞŬƚĂǀŬĂƐƚŶŝŶŐƐŬƌĂǀ͕ŬĂůŬǇůƌćŶƚĂŵŵͿŐĞƐǀćƌĚĞŶƐŽŵƂǀĞƌĞŶƐƐƚćŵŵĞƌŵĞĚexpected future payment streams where all input data (rents, vacancy/rentĚĞďĞĚƂŵŶŝŶŐĂƌŵĂƌŬŶĂĚĞŶ risk, operating and mainte- ŬĂŶĂŶƚĂƐŐƂƌĂƵŶĚĞƌƌĊĚĂŶĚĞŵĂƌŬŶĂĚƐƐŝƚƵĂƚŝŽŶ͘^ŽŵŐƌƵŶĚĨƂƌǀĊƌĂďĞĚƂŵŶŝŶŐĂƌŽŵŵĂƌŬŶĂĚĞŶƐĚŝƌĞŬƚĂǀŬĂƐƚͲnance costs, property tax, etc., required yields, discount rate, etc.) are given values that correspond to the ŶŝŶŐƐŬƌĂǀŵŵůŝŐŐĞƌŽƌƚƐƉƌŝƐĂŶĂůǇƐĞƌĂǀŐũŽƌĚĂũćŵĨƂƌďĂƌĂĨĂƐƚŝŐŚĞƚƐŬƂƉ͘estimates the market is expected to make in the prevailing market situation. Our estimates of the required yields in the market, etc. are based on local price analyses of completed comparable property acquisitions. ƚƚĂǀŬĂƐƚŶŝŶŐƐďĂƐĞƌĂƚŶƵǀćƌĚĞĨƌĂŵƌćŬŶĂƐƵƚŐĊĞŶĚĞA yield-based present value is calculated basedĨƌĊŶŬĂůŬǇůƉĞƌŝŽĚĞŶƐĚƌŝĨƚŶĞƚƚŽŶĞĨƚĞƌŝŶǀĞƐƚĞƌŝŶŐĂƌŽĐŚƌĞƐƚͲ on net operating income for the calculation period after ǀćƌĚĞƚ;ĚǀƐ͘ĚĞƚƚŽƚĂůĂŬĂƉŝƚĂůĞƚǀŝĚŬĂůŬǇůƐůƵƚͿ͘/ĨƂƌĞŬŽŵŵĂŶĚĞĨĂůůŐƂƌƐŽůŝŬĂǀćƌĚĞƚŝůůćŐŐĞůůĞƌǀćƌĚĞĂǀĚƌĂŐ͘^Žŵinvestments and residual value (i.e. the total capital at the end of calculation period). Various value added ďĞƌćŬŶŝŶŐƐŚũćůƉĂŶǀćŶĚĞƐĞŶŬĂƐƐĂĨůƂĚĞƐŬĂůŬǇů͘or deduction adjustments are made where applicable. A cash flow projection was used to assist with the calculation. /ŬĂƐƐĂĨůƂĚĞƐŬĂůŬǇůĞƌŶĂŚĂƌThe cash flow calculationsďůĂŶĚĂŶŶĂƚĨƂůũĂŶĚĞďĞĚƂŵŶŝŶŐĂƌŽĐŚĂŶƚĂŐĂŶĚĞŶŐũŽƌƚƐ͗ were based on the following estimates and assumptions:  /ŶĨůĂƚŝŽŶĞŶ;ŽƌĞŶƐďĞƌŐϲϮ͗ϭ ŝŶŶĞŚĂƐŵĞĚƚŽŵƚƌćƚƚŵĞĚĂŶƂǀƌŝŐĂĨĂƐƚŝŐŚĞƚĞƌŝŶŶĞŚĂƐŵĞĚćŐĂŶĚĞƌćƚƚ͘ &ĂƐƚŝŐŚĞƚĞŶ'ƂƚĞďŽƌŐ'ƵůůďĞƌŐƐǀĂƐƐϳϬϯ͗ϱϯŚĂƌĂǀǇƚƚƌĂƚƐϮϬϭϲUpon request, we hereby certify that the combinedͲϭϬͲϬϯŽĐŚƌĞĚŽǀŝƐĂƚŵĂƌŬŶĂĚƐǀćƌĚĞćƌůŝŬĂŵĞĚŬƂƉĞƐŬŝůůŝŶŐĞŶ͘ market value of the properties at the date of value, 2016-09-30, has been estimated to be SEK 10,879,500,000 (ten billion eight hundred and seventy-nine 'ƂƚĞďŽƌŐϮϬϭmillion fiveϲ ͲϭϬhundredͲϮϴ thousand Swedish kronor). FORUMThe properties FASTIGHETSEKON Göteborg Backa 173:2OMI ABand Göteborg Lorensberg 62:1 are leasehold properties, while the other properties are freehold properties (outright ownership). The property Göteborg Gullbergsvass 703:53 has been sold as per 2016-10-03 and the recognized market value is equal to the consideration. HansGothenburg, Voksepp 2016-10-28 ŝǀŝůŝŶŐĞŶũƂƌ DZ/^FORUM FASTIGHETSEKONOMI AB FORUM FASTIGHETSEKONOMI AB Kungsgatan 29 HansDrottninggatan Voksepp 36 Baltzarsgatan 18 Kungsgatan 56C V Kvarngatan 64 Svidjevägen 8 Stora Gatan 16 Kyrkgatan 60 Box 7044 103 86 Stockholm M.Sc.411 14 Göteborg Engineering 211 33 Malmö 601 86 Norrköping 611 32 Nyköping 9047 40 Umeå 722 15 Västerås 831 34 Östersund 08 696 95 50 MRICS031 10 78 50 040 12 60 70 011 12 61 21 0155 778 70 076 846 99 55 021 665 53 15 076 114 99 88

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 61 Condensed financial information

Condensed financial information

The financial information shown below is taken from Platzer’s annual reports for the financial years 2015, 2014 and 2013, and from the interim reports for the period 1 January–30 September 2016 and 2015, respectively. The annual reports for 2015, 2014 and 2013 have been prepared in accordance with IFRS and audited by Platzer’s auditor. The interim reports for the period 1 January–30 September 2016 and 2015 respectively have been prepared in accordance with IAS 34 and reviewed by Platzer’s auditor. Unless expressly stated to the contrary, no other information in the Prospectus has been audited or reviewed by the Company’s auditor. The financial information stated below should be read in conjunction with the section “Comments on the condensed financial information” in this Prospectus and in Platzer’s annual reports for the financial years 2015, 2014 and 2013 and the interim reports for 1 January–30 September 2016 and 2015, respectively. This section contains some financial and operational key performance indicators which are not defined in IFRS, including but not limited to key performance indicators such as surplus ratio and interest coverage ratio. In Platzer’s opinion these key performance indicators provide a better understanding of the Company’s financial trends. Unless otherwise stated, these key performance indicators have not been audited and should not be looked at in isolation or viewed as an alternative to performance measures that have been prepared in accordance with IFRS. Above all, key performance indicators which are not performance measures according to IFRS should not be regarded as a substitute for financial statements or cash flow items that have been prepared in accordance with IFRS. Furthermore, such key performance indicators, as defined by Platzer, must not be compared with other, similarly named, performance measures used by other companies. This is due to the fact that these key performance indicators are not always defined in the same way and other companies may calculate them differently from Platzer.

Central administration –25 –24 –35 –32 –26 Net financial items –107 –102 –136 –151 –149 Shares in associated companies – – –0 – – Income from property management 232 195 266 211 166

Change in value, investment properties 251 305 510 401 117 Change in value, financial instruments –251 1 64 –227 82 Profit before tax 232 501 840 385 365

Tax on profit for the period –49 –110 –176 –87 –71 Profit for the period 183 391 664 298 294

Profit for the period attributable to: Parent company’s shareholders 176 391 653 298 294 Non-controlling interests 7 – 11 – –

Earnings per share (SEK) 1.84 4.08 6.81 3.11 3.82

62 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Condensed financial information

Condensed consolidated balance sheets 30 Sep 31 Dec MSEK 2016 2015 2015 2014 2013 Assets Investment properties 10,813 9,491 9,784 8,343 6,913 Other non-current assets 5 5 5 6 6 Non-current financial assets 39 30 60 36 23 Current assets 86 57 63 27 29 Cash and cash equivalents 129 144 227 96 677 Total assets 11,072 9,727 10,139 8,508 7,647

Pledged assets 6,413 5,714 5,798 5,000 4,670 Contingent liabilities 8 55 55 57 57

Condensed consolidated cash flow statements 30 Sep 31 Dec MSEK 2016 2015 2015 2014 2013 Operating activities Operating surplus 364 321 437 394 341 Central administration –22 –23 –32 –31 –25 Net financial items –107 –102 –136 –151 –149 Income tax –18 –19 –14 –16 –6 Cash flow from operating activities before changes in working capital 217 177 255 196 161

Change in current receivables 13 –22 –30 3 –9 Change in current liabilities –8 21 68 –7 5 Cash flow from operating activities 222 176 293 192 157

Investing activities Investments in existing investment properties –388 –282 –359 –166 –114 Acquisitions of investment properties –437 –739 –745 –843 –931 Sales of investment properties 42 178 259 – 340 Consolidation of subsidiary – – –86 – – Other investments –1 – –0 –1 –3 Cash flow from investing activities –784 –843 –931 –1,010 –708

The table continues on next page.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 63 Condensed financial information

Condensed consolidated cash flow statements, cont. 30 Sep 31 Dec MSEK 2016 2015 2015 2014 2013

Financing activities Change in interest-bearing liabilities 560 787 841 315 475 Change in non-current receivables – – –33 –1 – Dividend –96 –72 –72 –58 –35 Consolidation of subsidiary – – 33 – – New issude of shares and repurchase of own shares – – – –19 670 Cash flow from financing activities 464 715 769 237 1,110

Cash flow for the period –98 48 131 –581 559 Cash and cash equivalents at beginning of the period 227 96 96 677 118 Cash and cash equivalents at end of period 129 144 227 96 677

Key performance indicators 30 Sep 31 Dec 2016 2015 2015 2014 2013 Financial key performance indicators Debt/equity ratio (multiple) 1.7 1.7 1.6 1.6 1.7 Interest coverage ratio (multiple) 3.2 2.9 3.0 2.4 2.1 Loan-to-value ratio, % 58 59 58 58 65 Equity ratio, % 33 34 35 35 36 Return on equity, % 6.5 14.1 20.0 10.5 12.9

64 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Condensed financial information

Definitions Return on equity Profit after tax as a percentage of average equity, translated into full-year value for interim periods.

Loan-to-value ratio Interest-bearing liabilities divided by the value of the properties.

Investment yield Operating surplus as a percentage of the average property value, translated into full-year value for interim periods.

Economic occupancy rate Rental income as a percentage of rental value, where rental income is defined as rents charged plus supplementary charges to cover heating costs and property tax, and rental value is defined as rental income plus estimated market rent for vacant areas (in their existing condition).

Rental value, SEK/sq. m. Rental value divided by lettable area, where rental value is defined as rental income plus estimated market rent for vacant areas (in their existing condition).

Long-term net asset value (EPRA NAV) Equity recognized in the balance sheet including reversals of interest rate derivatives and deferred taxes.

Interest coverage ratio Profit after financial income divided by interest expense.

Debt/equity ratio Interest-bearing liabilities divided by equity.

Net asset value Equity according to the balance sheet with restoration of interest rate derivatives (after deduction of 22 percent tax).

Equity ratio Equity divided by total assets.

Surplus ratio Operating surplus as a percentage of rental income.

Calculation of alternative key performance indicators Platzer applies ESMA guidelines on Alternative ability to pay dividends, carry out strategic invest- Performance Measures. The Company discloses ments and meet its financial commitments. In some financial key performance indicators in its addition, the Company uses the key indicators interim reports and in this Prospectus which are not investment yield and surplus ratio, which are defined in IFRS. The Company believes that these measures that are considered to be relevant to measures provide valuable supplementary infor- investors who want to understand how the Com mation to investors and the Company’s manage- pany generates profits. As a listed company, Platzer ment since they facilitate evaluation of the Compa- also chooses to use key performance indicators per ny’s performance. Since not all companies calculate share that are relevant to the industry sector, such financial performance measures in the same way, as long-term net asset value, EPRA NAV. The key these are not always comparable with measures performance indicators EPRA NAV, equity ratio, used by other companies. These financial perfor- loan-to-value ratio and interest coverage ratio are mance indicators should therefore not be regarded also disclosed because they are the financial as a replacement for the measures defined according targets established by the board of directors. to IFRS. The table on the next page presents the Key performance indicators are based on alternative performance indicators considered statements of income, financial position, changes relevant. Platzer uses the alternative key perfor- in equity and cash flow. In the event that the key mance indicators debt/equity ratio, interest cover- performance indicators cannot directly be derived age ratio, loan-to-value ratio, equity ratio and from the above statements, the basis for and return on equity because these are considered to method by which these indicators are calculated provide relevant supplementary information to is shown below. investors to enable them to assess the Company’s

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 65 Condensed financial information

30 Sep 31 Dec 2016 2015 2015 2014 2013 Interest-bearing debt 6,251 5,642 5,690 4,855 4,520 Equity 3,681 3,286 3,592 2,966 2,726 Debt/equity ratio (multiple) 1.7 1.7 1.6 1.6 1.7

Interest-bearing debt 6,251 5,642 5,690 4,855 4,520 Property value 10,813 9,491 9,784 8,343 6,912 Loan-to-value ratio, % 58 59 58 58 65

Operating surplus 364 321 437 394 341 Central administration 25 24 35 32 26 Interest income – – – 4 2 Total 339 297 402 365 317 Interest expense 107 102 136 154 151 Interest coverage ratio (multiple) 3.2 2.9 3.0 2.4 2.1

Equity 3,681 3,286 3,592 2,966 2,726 Total assets 11,072 9,727 10,139 8,508 7,6 47 Equity ratio, % 33 34 35 35 36

Attributable to parent company’s shareholders: Profit after tax – – 653 298 294 Income from property management (translated into full-year values for interim periods)1) 305 260 – – – Change in value, investment properties 247 305 – – – Change in value, financial instruments –251 1 – – – Total (adjusted for 22% tax for interim periods) 235 441 653 298 294 Average equity 3,589 3,126 3,257 2,846 2,271 Return on equity, % 6.5 14.1 20.0 10.5 12.9

Operating surplus (translated into full-year values for interim periods)2) 485 428 437 394 341 Average value of properties 10,152 8,427 9,064 7,628 6,502 Investment yield, % 4.8 5.1 4.8 5.2 5.2

Operating surplus 364 321 437 394 341 Rental income 492 429 589 525 464 Surplus ratio, % 74 75 74 75 74

1) Conversion to full-year has been done by multiplication of average quarterly income from property management during the period with four. 2) Conversion to full-year has been done by multiplication of average quarterly operating surplus during the period with four.

66 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Comments on the condensed financial information

Comments on the condensed financial information

The information below should be read in conjunction with Central administration the section “Condensed financial information” and the Central administration costs in the period 1 Janu- Company’s accounts for the financial years 2015, 2014 ary–30 September 2016 amounted to MSEK 25, and 2013, as well as the interim report for 1 January – corresponding to an increase of MSEK 1 compared 30 September 2016. The statements below contain with the same period in 2015, when central admin- forward-looking information that is subject to various istration costs totalled MSEK 24. risks and uncertainties. The Company’s actual results could differ materially from the predictions made in the Net financial items forward-looking information due to a number of different Net financial items in the period 1 January–30 Sep- factors, including but not limited to what is expressed in tember 2016 amounted to MSEK –107, which corre- “Important information to investors – Forward-looking sponded to a cost increase of MSEK 5 compared statements and market data” and elsewhere in this with the same period in 2015 when net financial Prospectus, including what is expressed under “Risk items totalled MSEK –102. The increase in costs was Factors”. due to a larger property portfolio and therefore an increase in borrowing. 1 January–30 September 2016 in comparison with 1 January–30 September 2015 Income from property management Rental income Income from property management, that is, profit Rental income for the period 1 January–30 Septem- excluding changes in the value of derivatives and ber 2016 amounted to MSEK 492, corresponding to properties as well as tax, in the period 1 January– an increase of MSEK 63 compared with the same 30 September 2016 amounted to MSEK 232, corre- period in 2015, when rental income totalled MSEK sponding to an increase of approximately 19 429. The increased income was primarily attributa- percent compared with the same period in 2015, ble to a larger property portfolio, new leases and when income from property management totalled completed development projects. MSEK 195. The improvement in results was due to The lettable area as at 30 September 2016 was a larger property portfolio compared with the same approximately 478,000 sq. m., corresponding to an period in the previous year, completed develop- increase of approximately 13,000 sq. m. compared ment projects which are now occupied and to 30 September 2015, when lettable area amounted increased lettings in existing properties. to approximately 465,000 sq. m. The average economic occupancy rate was 93 percent for the Change in value, investment properties and period 1 January–30 September 2016, corresponding financial instruments to an increase of two percentage points on the same As of 30 September 2016, the total property value period in 2015, when the average economic occu- was MSEK 10,813, corresponding to an increase of pancy rate was approximately 91 percent. approximately 14 percent compared to 30 Septem- ber 2015, when the total property value was MSEK Property costs and operating surplus 9,491. The increase was largely due to net acquisi- Property costs for the period 1 January–30 Septem- tions and investments in existing properties. ber 2016 amounted to MSEK 128, an increase of Changes in the value of properties in the period approximately 19 percent compared with the same 1 January–30 September 2016 amounted to MSEK period in 2015, when property costs totalled MSEK 251, compared with MSEK 305 in the same period 108. The operating surplus for the period 1 January– in 2015. The majority of the change in value in the 30 September 2016 amounted to MSEK 364, corre- period was due to lower yield requirements in the sponding to an increase of approximately 13 market. Changes in the value of financial instru- percent compared with the same period in 2015, ments in the first nine months of 2016 amounted when the operating surplus was MSEK 321. to MSEK –251, compared with MSEK 1 in the same

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 67 Comments on the condensed financial information

period in 2015. The change in the value of financial amounted to MSEK 739 and sales generated MSEK instruments was explained by falling market rates 178. Investments in existing properties in the in the financial period. The changes in value did not period 1 January–30 September 2016 amounted to affect cash flow. MSEK 388, corresponding to an increase of MSEK 106 compared with the same period in 2015, when Profit for the period investments in existing properties totalled MSEK Profit after tax for the period 1 January–30 Septem- 282. Investments in 2015 were financed through ber 2016 amounted to MSEK 183, corresponding to new borrowings and to some extent with the a decrease of MSEK 208 compared with the same Company’s cash assets. period in 2015, when profit after tax totalled MSEK 391. The decline in profit was primarily due to Acquisitions and disposals negative changes in the value of financial instru- In the period, the Company acquired the properties ments. Lindholmen 30:2 for MSEK 373 and Lorensberg 62:1, better known as the student union building Studen- Cash flow ternas Hus, for MSEK 50. A smaller property, Gårda Platzer’s cash flow from operating activities in the 8:2, was sold in the spring. period 1 January–30 September 2016 amounted to MSEK 222, corresponding to an increase of MSEK 46 2015 in comparison with 2014 compared with the same period in 2015, when cash Rental income flow from operating activities totalled MSEK 176. Rental income in 2015 amounted to MSEK 589, Cash flow from investing activities in the period corresponding to an increase of MSEK 64 compared 1 January–30 September 2016 amounted to MSEK with 2014, when rental income totalled MSEK 525. –784, compared with MSEK –843 in the same period The increase in rental income was mainly attribut- in 2015. The decline in net investments was largely able to a larger property portfolio, as well as to new due to reduced net acquisitions of properties, but lettings. was offset by larger investments in existing proper- The lettable area in 2015 was approximately ties. 465,000 sq. m., corresponding to an increase of Cash flow from financing activities in the period approximately 50,000 sq. m. compared with 2014, 1 January–30 September 2016 amounted to MSEK when lettable area amounted to approximately 464, corresponding to a decline of MSEK 251 com- 415,000 sq. m. The average economic occupancy pared with the same period in 2015, when cash flow rate was approximately 91 percent in 2015, corre- from financing activities totalled MSEK 715. The sponding to a decline of around three percentage difference was primarily due to a smaller net points compared with 2014, when the average increase in interest-bearing liabilities, which was economic occupancy rate was approximately 94 driven by demand based on investing volumes. percent. Cash and cash equivalents, excluding an unutilized overdraft facility of MSEK 50, amounted to MSEK Property costs and operating surplus 129 as of 30 September 2016, corresponding to a Property costs in 2015 amounted to MSEK 152, an decline of MSEK 15 compared with 30 September increase of 16 percent compared with 2014, when 2015, when cash and cash equivalents, excluding property costs totalled MSEK 131. The operating an unutilized overdraft facility of MSEK 50, totalled surplus in 2015 amounted to MSEK 437, correspond- MSEK 144. ing to an increase of 11 percent since 2014, when the operating surplus was MSEK 394. The increased Investments operating surplus was primarily due to the larger Net investments in property in the period 1 Janu- property portfolio in 2015. ary–30 September 2016 amounted to MSEK 783, corresponding to a decline of MSEK 60 compared Central administration with the same period in 2015, when net invest- Central administration costs in 2015 amounted to ments in property totalled MSEK 843. Of the MSEK 35, corresponding to an increase of MSEK 3 investments carried out in the period 1 January– compared with 2014, when central administration 30 September 2016, acquisitions accounted for costs totalled MSEK 32. The increase was primarily MSEK 437 while sales generated MSEK 42, compared due to increased personnel costs as a result of with the same period in 2015 when acquisitions acquisitions and continued growth.

68 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Comments on the condensed financial information

Net financial items more on property acquisitions in 2014 than in 2015, Net financial items in 2015 amounted to MSEK –136, and sold properties worth MSEK 259 in 2015 but did a decrease of MSEK 15 compared to 2014, when net not sell any properties in 2014. financial items totalled MSEK –151, despite higher Cash flow from financing activities in 2015 borrowing in 2015. The lower costs were primarily amounted to MSEK 769, corresponding to an due to renegotiated interest rate margins and lower increase of MSEK 532 compared with 2014, when market rates. cash flow from financing activities totalled MSEK 237. The change in cash flow from financing activi- Income from property management ties was primarily due to the fact that the Company Income from property management, that is, profit increased its debt financing in 2015, for instance by excluding changes in the value of derivatives and issuing a green property bond of MSEK 300 via Nya properties as well as tax, in 2015 amounted to MSEK SFF in order to finance the property transactions 266, corresponding to an increase of approximately that were carried out during the year, but also to 26 percent compared with 2014, when income from the fact that borrowing is driven by the need to property management totalled MSEK 211. The invest. improvement in results was partly due to the Cash and cash equivalents, excluding an unuti- growth strategy pursued by Platzer, which resulted lized overdraft facility of MSEK 50, stood at MSEK in a larger property portfolio in 2015 compared with 227 as at 31 December 2015, corresponding to an 2014, and partly to development measures and increase of MSEK 132 compared with 31 December increased lettings in existing properties, as well as 2014, when cash and cash equivalents, excluding an lower interest rate levels in the loan portfolio. unutilized overdraft facility of MSEK 50, totalled MSEK 96. Change in value, investment properties and financial instruments Investments As at 31 December 2015, the total property value Net investments in property in 2015 amounted to was MSEK 9,784, corresponding to an increase of MSEK 845, a decline of MSEK 185 compared with approximately 17 percent compared with as per 2014, when net investments in property amounted 31 December 2014, when the total property value to MSEK 1,030. Of the investments carried out in was MSEK 8,343. 2015, acquisitions accounted for MSEK 745 while Changes in the value of properties in 2015 sales generated MSEK 259, whereas in 2014 acquisi- amounted to MSEK 510, compared with MSEK 401 tions amounted to MSEK 863 and no property in 2014. Changes in the value of financial instru- disposals took place. Investments in existing ments in 2015 amounted to MSEK 64, compared properties in 2015 amounted to MSEK 360, was an with MSEK –227 in 2014. increase of MSEK 193 compared with 2014, when investments in existing properties amounted to Profit for the period MSEK 166. Investments in 2015 were financed Profit after tax for the financial year 2015 amounted through new borrowings and to some extent with to MSEK 664, corresponding to an increase of MSEK the Company’s cash assets. 366 compared with 2014, when profit after tax totalled MSEK 298. Acquisitions and disposals In 2015, Platzer acquired the property Olskroken Cash flow 18:7, better known as Gamlestadens Fabriker, from Platzer’s cash flow from operating activities in 2015 Aberdeen. The acquisition was conducted as a amounted to MSEK 293, corresponding to an company acquisition and the underlying property increase of MSEK 101 compared with 2014, when value was MSEK 750. cash flow from operating activities totalled MSEK In October 2015, Platzer reached an agreement 192. The higher cash flow was primarily due to an to transfer part of the property Olskroken 18:7 to increased operating surplus. JM. The sale comprised around 5,000 sq. m. of land Cash flow from investing activities in 2015 with an underlying property value of MSEK 150, and amounted to MSEK –931, compared with MSEK was estimated to include future residential build- –1,010 in 2014, which was primarily due to the fact ing rights of around 25,000 sq. m. The sale was not that the Company invested more in existing conditional on changes to the detailed development properties in 2015 than in 2014, spent MSEK 99 plan and completion will take place when the

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 69 Comments on the condensed financial information

detailed development plan and division of the with 2013, when the operating surplus was MSEK property have been completed, which is estimated 341. The increase was primarily due to a larger to occur no later than the first quarter of 2018. The property portfolio and to some extent also to sale has therefore not been recognized as income development measures. nor had an impact on changes in the value of properties. Central administration In July 2015, the Company acquired the property Central administration costs in 2014 amounted to Hårddisken 1 in Jolen, Mölndal, from Mölndal MSEK 32, corresponding to an increase of MSEK 7 Municipality for construction of a new head office compared with 2013, when central administration and warehouse for Armatec. In December 2015, the costs totalled MSEK 26. The increase was primarily Company acquired Högsbo 33:1, which is a vacant due to the Company’s increased growth, and the lot of approximately 5,500 sq. m. in northern increase in administrative costs arising from the Högsbo. The acquisition was carried out as a Company’s status as a listed company since company acquisition and the underlying property November 2013. value was MSEK 6. In 2015, Platzer realised its strategy to concen- Net financial items trate its property portfolio in Högsbo to the north- Net financial items in 2014 amounted to MSEK –151, ern parts of the district by selling the properties an increase of MSEK 1 compared with 2013, when Högsbo 11:3, Högsbo 11:5, Högsbo 14:3, Högsbo 13:6, net financial items totalled MSEK –149. Compared Högsbo 27:8 and Högsbo 7:21. In December of that with 2013, interest costs in 2014 were affected by year the Company vacated Gasklockan 2 in Åbro, MSEK –10 due to property transactions, at the same Mölndal. All sales transactions were performed as time as lower interest rate levels in 2014 had company disposals. a positive effect of MSEK 10 on net financial items. At the beginning of January 2015, Platzer signed Income from property management a contract for the sale of Gullbergsvass 703:53 to the Income from property management, that is, profit City of Gothenburg, with completion subject to excluding changes in the value of derivatives and various conditions, such as the detailed develop- properties as well as tax, in 2014 amounted to MSEK ment plan for the new Hisingen Bridge gaining legal 211, corresponding to an increase of approximately force. Completion took place in October 2016. 27 percent compared with 2013, when income from 2014 in comparison with 2013 property management totalled MSEK 166. The Rental income increase was primarily due to the increased Rental income in 2014 amounted to MSEK 525, operating surplus in 2014 compared with 2013, corresponding to an increase of MSEK 61 compared which in turn was primarily due to a larger property with 2013, when rental income totalled MSEK 464. portfolio. The increase in rental income was mainly attribut- Change in value, investment properties and able to a larger property portfolio. financial instruments The lettable area in 2014 was 415,000 sq. m., As at 31 December 2014, the total property value corresponding to an increase of approximately was MSEK 8,343, corresponding to an increase of 41,000 sq. m. compared with 2013, when lettable approximately 21 percent compared with as per area amounted to approximately 374,000 sq. m. 31 December 2013, when the total property value The average economic occupancy rate in 2014 was was MSEK 6,913. Changes in the value of properties approximately 94 percent, up by one percentage in 2014 amounted to MSEK 401, compared with point on 2013, when the average economic occu- MSEK 117 in 2013. Of the changes in value in 2014, pancy rate was approximately 93 percent. approximately 70 percent were due to property Property costs and operating surplus development, with the remainder due to lower Property costs in the financial period 1 January– required yields in the market. 31 December 2014 amounted to MSEK 131, an Changes in the value of financial instruments increase of approximately seven percent compared in 2014 amounted to MSEK –227, compared with with the same period in 2013, when property costs MSEK 82 in 2013. The changes in the value of totalled MSEK 123. The operating surplus in 2014 financial instruments in 2014 were due to falling amounted to MSEK 394, corresponding to an market rates throughout the year. The changes in increase of approximately 15 percent compared value did not affect cash flow.

70 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Comments on the condensed financial information

Profit for the period Acquisitions and disposals Profit after tax for the financial year 2014 amounted In 2014, Platzer acquired seven properties and to MSEK 298, corresponding to an increase of MSEK concluded an agreement to sell one property. In the 4 compared with 2013, when profit after tax totalled second quarter of 2014, the Company acquired MSEK 294. Backa 173:2, a commercial property of around 6,000 sq. m. by Backaplan. Cash flow In the final quarter of 2014, the Company Platzer’s cash flow from operating activities in 2014 acquired five properties from Wallenstam. Four of amounted to MSEK 192, corresponding to an these properties are office properties that are increase of MSEK 35 compared with 2013, when situated in the area around the Almedal factories cash flow from operating activities totalled MSEK and the Mölndal river valley. These properties have 157. The higher cash flow was primarily due to a a total lettable area of around 33,000 sq. m. The deal higher operating surplus. also included future building rights of around Cash flow from investing activities in 2014 25,000 sq. m., divided between the Almedal facto- amounted to MSEK –1,010, compared with MSEK ries and a property in northern Högsbo, immediate- –708 in 2013, which was primarily due to the fact ly adjoining one of Platzer’s existing properties. that the Company invested more in existing On 30 December 2014, the Company acquired properties in 2014 and sold properties worth MSEK the future property Gamlestaden 740:132 from 340 in 2013 but did not sell any properties in 2014. Serneke, and Platzer also entered into an agreement Platzer acquired properties for MSEK 931 in 2013, with Serneke on joint development of Gamlestads compared with MSEK 843 in 2014. Torg, which has an estimated total area of around Cash flow from financing activities in 2014 17,000 sq. m. amounted to MSEK 237, corresponding to a decrease of MSEK 873 compared with 2013, when cash flow from financing activities totalled MSEK 1,110. The change in cash flow from financing activities was primarily due to the Company having carried out a new share issue of around MSEK 670 in 2013 in connection with the listing of Platzer’s shares on Nasdaq Stockholm. Cash and cash equivalents, excluding an unutilized overdraft facility of MSEK 50, amounted to MSEK 96 as per 31 December 2014, corresponding to a decrease of MSEK 582 compared with as per 31 December 2013, when cash and cash equivalents totalled MSEK 677.

Investments Net investments in property in 2014 amounted to MSEK 1,030, corresponding to an increase of MSEK 325 compared with 2013, when net investments in property amounted to MSEK 705. Of the investments carried out in 2014, acquisitions accounted for MSEK 863 and no disposals took place, while in 2013 acquisitions accounted for MSEK 931 and disposals amounted to MSEK 340. Investments in existing properties in 2014 amounted to MSEK 166, corresponding to an increase of SEK 52 compared with 2013, when investments in existing properties amounted to MSEK 114. Investments in 2014 were primarily financed using the Company’s own money in order to optimize utilization of cash and cash equivalents following the share issue in 2013, and also through new borrowing of MSEK 321.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 71 Capitalization, indebtedness and other financial information

Capitalization, indebtedness and other financial information

Equity and liabilities Net indebtedness Platzer is financed with equity and liabilities, with Below is shown Platzer’s interest-bearing net the majority of debt comprising interest-bearing liabilities as at 30 September 2016, that is, before liabilities. Equity as at 30 September 2016 amounted implementation of the Offer. to MSEK 3,681, of which MSEK 9.6 comprised share As regards Platzer’s net indebtedness, it should capital, other contributed capital amounted to be noted that the effects of the acquisition of the MSEK 1,807, retained earnings amounted to MSEK Artosa portfolio, the refinancings carried out in 1,681 and the profit for the financial period amount- October 2016, and the sale of Gullbergsvass 703:53 ed to MSEK 183. The Company had as at 30 Septem- are not included. Refer to the section “Capitaliza- ber 2016 no current interest-bearing liabilities and tion, indebtedness and other financial information non-current, interest-bearing liabilities stood at – Material changes since 30 September 2016” for a MSEK 6,251. Non-current liabilities are liabilities description of the effects on net indebtedness of that have maturities in excess of one year.1) Of total the refinancing and sale, as well as the section “Pro liabilities of MSEK 7,391, MSEK 6,251 comprised forma financial statements” for an illustration of interest-bearing liabilities. Non-interest bearing the potential effect on the balance sheet, as at 30 liabilities amounted to MSEK 1,140 and comprised September 2016, of the acquisition of the Artosa trade creditors, accrued expenses and deferred portfolio and the financing thereof following the income, deferred tax liabilities, income tax liabili- completion of the new share issue in accordance ties and other liabilities and allocations. Below is with this Prospectus. The section “Pro forma shown Platzer’s capital structure as at 30 Septem- financial statements” is however not intended to ber 2016, that is, before the implementation of the describe Platzer’s actual or projected financial Offer. position or results.

MSEK 30 Sep 2016 MSEK 30 Sep 2016 Total current debt 669 (A) Cash and cash equivalents 129 Guaranteed – (B) Liquid funds – Secured – (C) Trading securiteis – Unguaranted/unsecured – (D) Liquidity (A) + (B) + (C) 129

Total non-current debt 6,722 (E) Current finanical receivables 86 Guaranteed – Secured1) 6,213 (F) Current bank debt – Unguaranted/unsecured 509 (G) Current portion of non-current debt 1,788 (H) Other current financial debt – Equity 3,681 (I) Current financial debt (F) + (G) + (H) 1,788 a. Share capital 10 b. Other paid in capital 1,807 (J) Net current financial indebtedness (I) – (E) – (D) 1,573 c. Reserves – d. Retained earnings 1,681 (K) Non-current bank debt 5,913 e. Profit for the period 183 (L) Bonds issued 300 (M) Other non-current debt 38 Total equity and liabilities 11,072 (N) Non-current indebtedness 6,251 1) The specified long-term liabilities are subject to collateral mainly in form of property mortgages.

1) Includes all loans maturing within the next twelve months but will be subject to refinancing and the Company deems the refinancing to be done on market terms.

72 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Capitalization, indebtedness and other financial information

Working capital statement capital and the Company’s cash flow from operat- Working capital in this context refers to the financing activities are sufficient to finance current ing available for the Company to enable it to meet requirements for the next twelve months. Should its payment obligations for the next twelve months the Offer not be fully subscribed and the Company without any consideration to expected refinancings is unable to find new loan financing to refinance the during the period. Platzer’s board of directors is of bridge financing as it becomes due for payment, the opinion that, excluding funds raised through Platzer will seek to renegotiate the terms of the the Offer, the Company does not have sufficient bridge financing and the Company’s other loan working capital to finance its current requirements agreements, which in Platzer’s opinion will result for the next twelve months because of the need to in sufficient working capital for the next twelve finance the acquisition of the Artosa portfolio and months. refinance some other loans maturing during the next twelve months (which normally always is Credit agreements refinanced). As at 30 September 2016, Platzer had interest-bear- The Offer is covered by subscription and guar- ing liabilities of approximately SEK 6.3 billion, antee undertakings to approximately 53 percent. In corresponding to a loan-to-value ratio of approxi- addition, shareholders representing approximately mately 58 percent. The average interest rate on the 25 percent of the shares in the Company have Company’s credit facilities was 2.24 percent. As at expressed their intention to subscribe for their pro 30 September 2016, the average fixed interest term, rata shares in the Offer. The subscription and including the effect of derivative contracts, was 3.3 guarantee undertakings are not secured. If the years. Taking into account derivative contracts Offer, contrary to what is stated above, cannot be with future start dates, the fixed interest term was concluded before the acquisition of the Artosa 4.5 years. The average loan term was 1.3 years. The portfolio is to be completed and the purchase maturity structure of the loan agreements is shown consideration to be paid, the Company can utilize in the table below. the bridge financing of MSEK 700 described in more The total amount of mortgages taken out on detail under “Credit agreements” below. However, Platzer’s property portfolio as at 30 September 2016 the bridge financing is due for payment on 20 was MSEK 6,461. October 2017, which means that Platzer will have to In connection with the acquisition of the Artosa repay the bridge financing within the next twelve portfolio, the Company has concluded a loan months, unless the Company is able to renegotiate agreement with SEB in order to partly finance the this and/or the Company’s other loan agreements acquisition. The loan comprises a four-year credit or if the Company successfully implements the facility of MSEK 1,605, as well as a one-year bridge Offer at a later time. Further, the Company has financing of MSEK 700. Disbursement of the loans is loans of approximately MSEK 530 expiring to conditional on the acquisition of the Artosa portfo- maturity and is planned to be refinanced in March lio being completed, which is planned for 15 2017. If the Company were to be unable to raise new December 2016. As at the date of this Prospectus, financing or renegotiate existing loan agreements, no disbursement under the new credit facility has a shortage of working capital would occur. Platzer therefore taken place. The bridge financing will has at present no reason to expect that this would only be utilized to the extent that the Offer has not occur, but should this happen, the Company is of been fully subscribed at the time of completion of the opinion that its working capital requirements, the acquisition. Including the bridge financing, the given the above circumstances, would amount to new credit facility amounts to a total of MSEK 2,305. approximately MSEK 400 over the next twelve The new agreement is subject to customary months and that its existing working capital is guarantees and commitments on the part of the sufficient to finance the Company’s activities until Company and is associated with certain financial the end of March 2017, when above stated loans are conditions that must be met by Platzer to ensure due for refinancing. continued financing. Among other things, the However, Platzer’s board of directors estimates conditions pertain to certain future debt levels of that the funds raised by the Company through the the Artosa portfolio in relation to the value of the Offer, which is 53 percent covered by subscription Artosa portfolio, equity in relation to total assets and underwriting undertakings, available refinanc- and the Company’s ability to pay interest and meet ing opportunities together with existing working loan repayments from the cash flow generated by

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 73 Capitalization, indebtedness and other financial information

the business. Furthermore, the new agreement The market value of derivative contracts declines contains the usual cancellation criteria. as the reference rate falls and increases as the Derivatives are recognized on an ongoing basis reference rate rises. If the above mentioned deriva- at fair value in the balance sheet with changes in tives are not sold during the term of the contract, value recognized under changes in the value of the total amount of changes in market value is financial instruments in the income statement always SEK 0 at maturity, but the changes will have without applying hedge accounting. Changes in the affected the distribution of results through higher value of derivatives arise in connection with chang- or lower interest costs during the term of the es in interest rate levels and do not affect cash flow. contract.

Interest-bearing liabilities Interest maturity Loan maturity Loan amount, Average Loan amount, Year MSEK Share, % interest, % MSEK Share, % 2016 3,011 47 1.16 1,255 20 2017 – – – 2,134 34 2018 120 2 3.41 1,590 26 2019 200 3 3.20 1,272 20 2020 300 5 4.14 2021 670 11 2.96 2022 550 9 3.48 2023 100 2 3.48 2024 1,000 16 3.25 2025 300 5 2.49 Total 6,251 100 2.24 6,251 100

The table takes into account the effect of current derivatives contracts. In addition, there are interest swaps worth MSEK 1,200 with future start dates. Loans with a maturity of less than one year are recognized as non-current liabilities since a refinancing facility has been secured via SFF Holding AB.

Bonds In October 2016 Nya SFF, issued another green Platzer is a shareholder in Nya Svensk Fastighets bond of approximately MSEK 500. The bond pays a Finansiering AB (“Nya SFF”), which is a finance fixed coupon of 0.51 percent. The bond is secured by company that issues bonds on the Swedish capital mortgages on one of Platzer’s environmentally market via MTN programmes. The bonds are certified properties and is listed on Nasdaq Stock- secured by mortgages on properties and are listed holm Sustainable Bonds List. For more information on Nasdaq Stockholm. Nya SFF is owned in equal about Nya SFF, refer to the section “Legal considera- parts by the listed property companies: Catena AB, tions and supplementary information – Material Diös Properties AB, Fabege AB, Platzer and Wihl- agreements – Bonds”. borgs Properties AB. Nya SFF has issued so-called “green bonds” on behalf of Platzer. A green bond is a Investments bond where the proceeds are earmarked for various In 2013, Platzer acquired properties for MSEK 931, forms of environmental projects. There are various invested MSEK 114 in existing properties and types of green bonds, depending on how the divested properties for MSEK 340. In 2014, Platzer proceeds are used, how the bonds are examined, acquired properties for MSEK 844, invested MSEK the type of collateral and the coupon rate. 166 in existing properties and did not divest any In December 2015 Nya SFF on behalf of Platzer properties. In 2015, Platzer acquired properties for issued a green bond of approximately MSEK 300. MSEK 745, invested MSEK 360 in existing properties The bond pays annual interest based on the three- and divested properties for MSEK 259. In the nine month Stibor plus 90 basis points. The bond was months to end September 2016, Platzer acquired admitted for trading on Nasdaq Stockholm and is properties for MSEK 437, invested MSEK 388 in due for repayment on 20 November 2017. existing properties and divested properties for MSEK 42.

74 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Capitalization, indebtedness and other financial information

Platzer’s ongoing investments are described • Rental income from project properties has been under “Business description – Development pro- excluded and is not included in earning capacity. jects”. As at 30 September 2016, Platzer had four • Cost for central administration on annual basis major projects underway with an estimated total is estimated on the basis of the current organi- investment volume of MSEK 740, of which MSEK 377 sation, plus an estimate of annual requirements was still to be invested. following the acquisition of the Artosa portfolio. • Financial expense (net financial items) is Non-current assets calculated on the basis of the Company’s Platzer’s property, plant and equipment as at 30 average interest rate level as at 30 September September 2016 amounted to MSEK 10,818 SEK, 2016 of 2.24 percent, taking into consideration MSEK 10,813 of which was accounted for by proper- the acquisition financing for the Artosa portfo- ty and MSEK 5 by other tangible fixed assets. lio. Property, plant and equipment were encumbered • Tax on profits refers to a standard tax rate of 22 by mortgages of MSEK 6,388 as at 30 September percent on income from property management. 2016. No other adjustments or estimates concerning Earning capacity Platzer’s earning capacity have been made, such as Below is a presentation of Platzer’s earning capacity changes in the value of properties or financial on a twelve-month basis as at 30 September 2016 instruments. and adjusted for the acquisition of the Artosa portfolio and the divestment of the property Earning capacity on a twelve-month basis Gullbergsvass 703:53, which was completed on 3 Platzer following October 2016. Earning capacity should be regarded the acquisition of the Artosa as a snapshot of hypothetical earnings and is Current portfolio and shown for illustrative purposes only. Earning earnings as at the sale of capacity does not include an assessment of the Income statement, 30 September Gullbergsvass MSEK 2016 703:53 future development of rents, vacancy rates, property costs, interest rates or other factors. Platzer’s Rental value 747 1,038 results are also affected by changes in the value of Vacancy –42 –57 the property portfolio and by any future acquisi- Property costs –171 –254 tions and disposals of properties. Earning capacity Operating surplus 534 727 should be read in conjunction with the other Central information contained in this Prospectus. The administration –41 –45 information on earning capacity has been reviewed Net financial items –140 –183 by the Company’s auditor, refer to the section Income from property “Auditor’s report on earning capacity”. The follow- management 353 499 ing information formed the basis for earning Tax –78 –110 capacity: Profit after tax 275 389 • Rental income on an annual basis as at 30 Income from property September 2016, comprising current lease agree- management per share 3.69 4.171) ments, including leases for future occupancy in 1) After the Offer, based on that the Offer is fully subscribed. the next six months relating to existing and currently completed properties, including rent supplements, fixed-term lease incentives in the For the auditor’s report regarding the above stated form of reduced rent of MSEK 10 notwithstand- earning capacity, refer to the section “Auditor’s ing. The estimated rental income of the Artosa report regarding earning capacity” at page 79 in this portfolio is included on the same basis. Prospectus. • Property costs are based on an assessment of 12-month rolling costs adjusted for acquisitions and disposals, including estimated annual costs for the Artosa portfolio.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 75 Capitalization, indebtedness and other financial information

Sensitivity analysis Financial risk management Platzer has analysed the Company’s sensitivity to Financial risk factors changes in interest rates. The table below shows Through its activities, Platzer is exposed to a range the hypothetical effect on after-tax performance on of financial risks: market risk (mainly comprising Platzer’s current earning capacity as at 30 Septem- interest rate risk), credit risk, liquidity risk and ber 2016, based on the Company’s estimated refinancing risk. All of these risks are managed in indebtedness following the acquisition of Artosa. accordance with Platzer’s financing policy. The In the event of a one percentage point change in Group’s overall strategy is focused on reducing interest rates, the effect on Platzer’s profit after tax potential adverse effects on the Group’s financial would be MSEK 27, since the rest of the debt port results and on minimising the Company’s interest folio is hedged against interest rate risk. rate risk and borrowing risk. The Group uses derivate instruments (interest rate swaps) to reduce Annual effect some of its exposure to interest rate risk. Change on profit Platzer’s board of directors determines the Economic occupancy rate +/– 1 percentage point +/– MSEK 8 financing policy every year. This sets out the guidelines and regulations on how the Group’s Rental income +/– 1 percent +/– MSEK 8 financing activities should be conducted. The Property costs +/– 1 percent +/– MSEK 2 financing policy establishes allocation of responsi- Market rate +/– 1 percentage point +/– MSEK 27 bilities and administrative regulations, and states how to manage risks in financing activities and Each variable in the tables above has been exam- which financial risks Platzer is able to take. The ined in isolation and on the assumption that the financing policy sets out how control and evalua- other variables are unchanged. The analysis does tion of financing activities should be conducted. not claim to be exact but is merely indicative and The financing policy should also provide guidance aims to show the quantities in the above-men- for finance function staff in their day-to-day work. tioned contexts. Deviations from the policy require approval by the board of directors. At every ordinary board meet- Financing policy ing, the board of directors is provided with a The overall objective of Platzer’s financing activities finance report. In addition to evaluation of the is to reduce interest rate risk and borrowing risk. performance of the portfolio, the finance report There must be a clear connection between the contains basic information on loan volume, deriva- Company’s activities in the financial markets and tive instruments, maturity structure and liquidity its core business – property management and forecasts. development and conducting property transactions. Market risk • The long-term equity/assets ratio should be at Interest rate risk least 30 percent. The Group has interest-bearing financial assets and • Debt financing should be arranged via three to liabilities, changes in which due to market rates five banks, and should include the opportunity affect results and cash flow from operating activi- for bond issues and commercial paper pro- ties. Interest rate risk refers to the risk that changes grammes. in general interest rates will have an adverse effect • No single lender should account for more than on consolidated net results. As at 30 September 50 percent of loan volume. 2016, the Company’s borrowing consisted of • No more than 35 percent of loans should be due Swedish kronor at variable interest rates. to mature in any one year. Platzer has analysed its sensitivity to interest • The average fixed rate period should be between rate changes, refer to the section “Sensitivity 18 months and five years. analysis” above. Platzer minimizes its interest rate • The proportion of the debt portfolio comprising risk by means of varying loan maturities and fixed loans with fixed rate periods of up to one year rate periods in order to create an optimal maturity should be 20–60 percent. structure. The Company continuously monitors its interest rate exposure on borrowing at floating rates; the instrument used to the manage risk is a benchmark portfolio and associated interest rate risk framework which the Group must remain

76 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Capitalization, indebtedness and other financial information

within. The Group manages interest rate risk in rating (where such a rating is available) or through respect of cash flow by means of derivative instru- the counterparty’s payment history. ments (interest rate swaps). Interest rate swaps are used for the financial Cash and cash equivalents purpose of converting borrowing at floating rates to As at 30 September 2016, all of Platzer’s cash and fixed rates for part of borrowing. The Group usually cash equivalents were held in deposit accounts takes up long-term loans at floating rates and with one the major Swedish banks. converts them to fixed rate by means of interest rate swaps, which results in more flexibility than Derivative instruments direct borrowing at fixed rates. Interest rate swaps As at 30 September 2016, major Swedish banks mean that the Group enters into an agreement with were the counterparties for all of Platzer’s deriva- other parties to, at specified intervals, currently tive instruments. quarterly, exchange the difference between the Credit risk associated with rent receivables amount of interest at the fixed contracted rate and Losses on rent receivables arise when customers at the floating rate, calculated on the contracted are declared bankrupt or are otherwise unable to nominal amount. meet their payment commitments. The Group’s The interest on interest-bearing liabilities is credit control means that before credit is granted, a partially financially secured by means of interest credit check is carried out which involves obtaining rate swaps (floating to fixed rate). In total, Platzer information on the customer’s financial position has concluded interest rate swaps worth SEK 4.4 from a credit information company. Rent is billion, of which SEK 1.2 billion are forward interest invoiced in advance and normally paid in advance. rate swaps. The Company therefore has some As at 30 September 2016, satisfactory rent exposure to interest rate risk. receivables amounted to MSEK 4. The Group’s credit Currency risk losses in 2015 amounted to MSEK 1 (compared with Platzer has no currency risk since no transactions MSEK 1 in 2014 and MSEK 0.7 in 2013). Provisions are conducted in foreign currency (transaction and reversals of provisions for doubtful rent risk). The Group also does not have any subsidiaries receivables are recognized under property costs abroad (translation risk). in the income statement.

Price risk Liquidity risk Platzer has no investments in equity instruments Liquidity risk is the risk of Platzer not having and therefore no price risk associated with finan- sufficient liquid assets to meet its payment obliga- cial assets. tions with regard to financial liabilities. In order to ensure good solvency in its operating activities, Credit risk Platzer should seek to maintain no more than a Credit risk or counterparty risk is the risk of a sufficient amount of liquid financial assets to be counterparty in a financial transaction not meeting able to meet reserve requirements. Platzer should its obligations on the maturity date. Platzer’s credit seek to have efficient payment procedures and risk primarily comprises cash and cash equivalents efficient liquidity planning. and rent receivables. In order to identify payment flows, liquidity forecasts for one year ahead are carried out on a Credit quality rolling basis. Platzer’s investment policy is to minimize credit Platzer’s strategy with regard to the size of risk by investing only in approved liquid instru- reserves is established by the Board through the ments, choosing counterparties with a high credit financing policy. rating and using instruments with a high liquidity. The terms and conditions of Platzer’s loan Platzer’s investments can be made through bank agreements are compatible with Platzer’s financial deposits or purchases of interest-bearing securities. targets and include the usual cancellation terms According to the policy, the counterparty must and conditions. Platzer’s loan agreements contain have a rating of at least K-1 (S&P Nordisk Rating AB). the usual terms of credit with regard to interest The credit quality of financial assets that have coverage ratio or equity ratio; in both cases the neither matured nor incurred impairment losses result and Platzer’s own target exceed these credit has been estimated on the basis of external credit terms.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 77 Capitalization, indebtedness and other financial information

Refinancing risk These conditions were met in the third quarter of Refinancing risk refers to the risk that refinancing 2016 and the sale of the property was completed on of a loan that is maturing cannot be implemented, 3 October at a price of MSEK 210. There were no or the risk that refinancing must take place in loans attached to the property. unfavourable market conditions at unfavourable On 21 October 2016, Platzer announced that the interest rates. Platzer seeks to limit refinancing risk Company would acquire Artosa portfolio and that by spreading the maturity structure of the loan the board of directors had decided on the Offer portfolio over a long period of time, and by distrib- subject to subsequent approval by a shareholders’ uting financing between several counterparties to meeting as part of the financing of Platzer’s acquisi- prevent liquidity problems from occurring. Platzer’s tion of Artosa. The remainder of the consideration policy is to always maintain good forward planning will be financed through new bank financing (for in refinancing negotiations and to ensure that no more details, refer to the section “Capitalization, more than 35 percent of loan agreements should indebtedness and other financial information – fall due for refinancing within any one year. Credit agreements”) and by utilising the Company’s Platzer conducts continuous discussions with own cash reserves. Following the acquisition of banks and credit institutions in order to both Artosa portfolio, the Company will gain a new secure long-term financing through close coopera- market segment, meaning the Company will be tion with a number of smaller lenders, and to divided into three market segments. optimize the financing structure and thus free up As at 30 September 2016, the Company’s liabili- additional capital as part of the financing of future ties maturing in the next twelve months, other acquisitions. In order to further diversify the loan than the potential bridge financing of MSEK 700 portfolio, Platzer acquired 20 percent of the shares relating to the acquisition of the Artosa portfolio, in SFF Holding AB in 2014, which enables Platzer to stood at MSEK 1,788. As at 1 November 2016, MSEK obtain borrowing directly in the capital markets 1,145 of these liabilities have been refinanced via bond loans issued by this company. In 2015, according to plan, which means in total MSEK 643 Platzer utilized this opportunity and borrowed remain to be refinanced until 30 September 2017. MSEK 300 via Nya SFF through a so-called green On 19 October 2016, Platzer entered into an agree- bond. In October 2016, Platzer refinanced an ment with Nya SFF on the issue of a green bond (for existing bank loan and borrowed a further MSEK more details, refer to the section “Capitalization, 500 in the same way via Nya SFF. indebtedness and other financial information – Bonds”). The refinancing carried out in October Capital risk management 2016 has meant that cash and cash equivalents or The Group’s objective with regard to capital struc- unutilized credit facilities (revolving credit) have ture is for the equity/assets ratio to be 30 percent increased by approximately MSEK 150. in the long term. This is in order to meet solvency The refinancing arrangements and the payment requirements and thus facilitate continued expan- received from the sale of Gullbergsvass 703:53 sion. together with previously unutilized credit facilities The equity/assets ratio shows the proportion of of MSEK 148 mean that the Company increased its assets that are financed with equity. The equity/ available working capital to MSEK 513, in addition assets ratio as at 30 September 2016 was 33 percent. to existing cash and cash equivalents as at 30 September 2016. Material changes since 30 September 2016 Other than what is stated above, no events that On 3 October the Company withdrew from the have a material impact on the Company’s financial property Gullbergsvass 703:53, a multi-story car position or market position have taken place since park adjacent to the new Hising bridge which was 30 September 2016. acquired by the Municipality of Gothenburg at the beginning of 2015, but where completion has been pending subject to, among other things, the detailed development plan gaining legal force.

7 INVITATION8 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Auditor’s report on earning capacity

Auditor’s report on earning capacity

To the Board of Directors of Platzer Fastigheter Holding AB (publ)

We have audited the actual earnings capacity presented on page 75 of Platzer Fastigheter Holding AB’s (publ) prospectus dated November 18, 2016.

The Board of Directors’ and Managing Director’s responsibility The Board of Directors and the Managing Director are responsible for the preparation and presentation of the actual earnings capacity and for determination of the significant assumptions on which such actual earnings capacity is based in accordance with the requirements of the EU Prospectus Directive 809/2004/EG.

The Auditor’s responsibility Our responsibility is to express an opinion in accordance with EU Prospectus Directive 809/2004/EG Attachment 1 p. 13.2. We have no liability to provide, nor do we provide, any statement regarding the possibility for Platzer Fastigheter Holding AB (publ) to achieve the profit forecast, nor as regards the assumptions providing the basis for the preparation of the reported actual earnings capacity. We assume no responsibility for such financial information used in compiling the reported actual earnings capacity except for the responsibility for the auditor’s reports regarding historical financial information which we have issued in the past.

Work performed We have executed our work in accordance with FAR’s recommendation, RevR 5 Examination of financial information in prospectuses. This recommendation requires that we comply with ethical requirements and plan and perform the procedures to obtain reasonable assurance as to whether the financial statements are free from material misstatement. The auditing firm applies ISQC1 (International Standard on Quality Control) and, therefore, has a comprehensive system for quality control including documented guidelines and routines to ensure compliance with relevant ethical requirements, professional standards and with the applicable legal and regulatory requirements. Our work has comprised of the assessment of the Board of Directors’ and Managing Director’s preparation process regarding the accounting principles applied in determining the actual earnings capacity compared with those principles usually applied by the company. We have planned and executed our work in order to obtain the information and explanations deemed necessary to achieve a high, but not absolute, level of assurance that the reported actual earnings capacity has been determined on the premises stated in page 75. As the actual earnings capacity and its assumptions refer to the future and can, therefore, be impacted by unforeseeable events, we cannot provide a statement as to whether the actual outcome will agree with that which has been reported in the actual earnings capacity. Deviations can arise which could prove to be significant.

Opinion In our opinion, the reported actual earnings capacity has been compiled in a proper manner according to the premises stated in page 75 and these premises agree with the accounting principles applied by the company.

Gothenburg, November 18, 2016

Öhrlings PricewaterhouseCoopers AB

Bengt Kron Authorised Public Accountant

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 79 Pro forma financial statements

Pro forma financial statements

On 20 October 2016, Platzer entered into an agree- results. The pro forma financial statements should ment with AB Volvo, through VGRE, on the acquisi- be read in conjunction with other information in tion of the Artosa portfolio. The underlying property the Prospectus. In a comparison with the earning value is approximately SEK 2.8 billion. The acquisi- capacity presented in the section “Capitalization, tion is structured as an acquisition of ten limited indebtedness and other financial information – liability companies, each of which owns one proper- Earning capacity”, it should be noted that the lease ty as per the completion date. The consideration agreements in the acquired portfolio are signed for the shares in the property holding companies ahead of the sale of the Artosa portfolio and that is approximately SEK 1.6 billion. The difference the compensation was previously based on other between this amount and the underlying property arrangements within the Volvo group and, further- value consists of redemption of loan debts to the more, that AB Volvo’s head office is not included in seller group relating to the acquired companies, as the relevant earning capacity as the lease agree- well as a deduction for deferred tax of approximate- ment expires in the first quarter of 2017. ly SEK 0.1 billion. The consideration in cash to be paid to the seller on the completion date thus Assumptions and estimates amounts to approximately SEK 2.7 billion. This The following assumptions and estimates have amount is financed through the proceeds of been used to prepare the pro forma financial approximately MSEK 718, raised from the Offer, the statements. acquisition credit facility of approximately SEK 1.6 Financial information regarding Platzer as per billion, and the Company’s own funds. The majori- 30 September 2016 and for the period 1 January– ty of the Company’s own funds comprise unutilized 30 September 2016 as well as the period 1 January– credit facilities within the existing loan structure. 31 December 2015 has been prepared in accordance In the light of the Company’s acquisition of the with IFRS and is based on the Company’s interim Artosa portfolio, the below pro forma balance sheet report for the third quarter of 2016, which has been as per 30 September 2016 is presented as if the reviewed by Platzer’s auditor, and on the annual above events had occurred on 30 September 2016. report for 2015, which has been audited by Platzer’s In addition, pro forma income statements for the auditor. periods 1 January 2015 –31 December 2015 and Financial information regarding the Artosa 1 January 2016 –30 September 2016, respectively, are portfolio as at 30 September 2016 and for the period presented as if the acquisition had occurred on 1 January–30 September 2016 as well as the period 1 January 2015 and 1 January 2016, respectively. 1 January–31 December 2015 has been prepared in The pro forma financial statements have been accordance with the Swedish Financial Reporting prepared solely for informational purposes and to Board’s recommendation RFR2 and is based on illustrate facts. The pro forma financial statements Volvo’s financial statements. The properties have are based on the accounting principles applied by not been valued at market value. As the acquired Platzer in accordance with IFRS. A pro forma companies, with one exception, have not, to any financial statement is by its nature intended to greater extent, owned the properties during the describe a hypothetical situation. Platzer presents above mentioned periods, the pro forma financial the pro forma financial statements solely for statements are based on information from the illustrative purposes and the statements should not Volvo companies that previously owned the be seen as an indication of the actual financial respective property. The financial information as position or the actual results that would have per 30 September 2016 and for the period 1 January– applied, had the above events taken place on the 30 September 2016 has not been audited by Volvo’s above dates. It should neither be regarded as an auditors, while Volvo’s interim report for the period indication of Platzer’s future financial position or 1 January–30 June for the respective years has been

80 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Pro forma financial statements

reviewed by Volvo’s auditors. The financial infor- accounting principles. Platzer assesses that, with mation for the period 1 January–31 December 2015 the exception that the acquired companies have has been audited by Volvo’s auditors within the recorded depreciation/amortization which has audit of the Volvo group. However, the specific been restored in the pro forma statements, there figures with respect to the Artosa portfolio have not are no material differences between the accounting been audited separately. principles. As a result, there are no material effects Platzer has carried out an analysis of the materi- on the financial information. al differences between Volvo’s and Platzer’s

Pro forma balance sheet as per 30 September 2016 The pro forma balance sheet shows the impact on Platzer’s consolidated balance sheet as if the acquisition of the Artosa portfolio, the associated acquisition financing as well as the Offer had been implemented as per 30 September 2016. The Artosa portfolio, Platzer, Pro forma Platzer Pro forma balance sheet, MSEK 2016-09-30 2016-09-30 adjustments pro forma Properties 1,116 10,813 1,5591), 2) 13,488 Other non-current assets 3 44 47 Cash and cash equivalents 1 129 –23), 4) 128 Other current assets 2 86 88 Total assets 1,122 11,072 1,557 13,751

1) Adjustment of the fair value of properties of MSEK 1,649 based on the agreed property value in the acquisition. 2) Adjustment for deduction of the purchase price for deferred tax of MSEK 90. 3) Repayment of loans attributable to the Artosa portfolio and the seller in the amount of MSEK 1,066. 4) Costs such as issue expenses are paid in cash. 5) The Offer with deduction for estimated issue expenses and elimination of acquired equity from the Artosa portfolio. 6) Repayment of loans attributable to the Artosa portfolio and the seller in the amount of MSEK 1,066. 7) A dditional interest-bearing debt of MSEK 1,928 for financing of the acquisition of the Artosa portfolio. Of this amount, MSEK 1,605 represents new bank financing recognized as debt financing for the acquisition. The remaining amount relates to other existing credit facilities in Platzer on the closing date.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 81 Pro forma financial statements

Pro forma income statement for the period 1 January 2015 – 31 December 2015 The pro forma income statement has been prepared based on the assumption that Platzer acquired the Artosa portfolio as per 1 January 2015 and, in addition to the financing raised through the Offer, financed the acquisition through the acquisition credit facility and other credit facilities corresponding to MSEK 1,928 in accordance with the pro forma balance sheet above. Further, the income statement relating to the Artosa portfolio has been adjusted through the reversal of depreciation/amortization made according to RFR2 and standard tax of 22 percent has been deducted from the result.

Artosa portfolio Platzer Pro forma Platzer Pro forma income statement, MSEK 2015 2015 adjustments pro forma Rental income 318 589 907 Property costs –97 –152 –249 Operating surplus 221 437 0 658

Central administration costs 0 –35 –35 Net financial items –1 –136 –431) –180 Income from property management 220 266 –43 443

Changes in value, investment properties 0 510 510 Changes in value, financial instruments 0 64 64 Profit before tax 220 840 –43 1,017

Tax on profit for the period –48 –176 92) –215 Profit for the period 172 664 –34 802

Pro forma income statement for the period 1 January 2016 – 30 September 2016 The pro forma income statement has been prepared based on the assumption that Platzer acquired the Artosa portfolio as per 1 January 2016 and, in addition to the financing raised through the Offer, financed the acquisition through the acquisition credit facility and other credit facilities corresponding to MSEK 1,928 in accordance with the pro forma balance sheet above. Further, the income statement relating to the Artosa portfolio has been adjusted through the reversal of depreciation/amortization made according to RFR2 and standard tax of 22 percent has been deducted from the result.

Artosa portfolio Platzer Pro forma Platzer Pro forma income statement, MSEK Jan–Sep 2016 Jan–Sep 2016 adjustments pro forma Rental income 236 492 728 Property costs –74 –128 –202 Operating surplus 162 364 0 526

Central administration costs 0 –25 –25 Net financial items 0 –107 –32 1) –139 Income from property management 162 232 –32 362

Changes in value, investment properties 0 251 251 Changes in value, financial instruments 0 –251 –251 Profit before tax 162 232 –32 362

Tax on profit for the period –36 –49 72) –78 Profit for the period 126 183 –25 284

1) I n the pro forma income statement, the additional interest-bearing liability for the partial financing of the acquisition of the Artosa portfolio of MSEK 1,928 according to the pro forma balance sheet, is assumed to have reduced net financial income in 2015 by MSEK 32, corresponding to a 2.24 percent interest rate, which is Platzer’s average interest rate as per 30 September 2016. 2) T he increased net interest income is assumed to reduce the income tax by 22 percent pro forma in the period 1 January 2016 – 30 September 2016.

82 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Auditor’s report on pro forma financial statements

Auditor’s report on pro forma financial statements

To the Board of Directors of Platzer Fastigheter Holding AB (publ)

We have audited the proforma accounts presented on pages 81-82 of Platzer Fastigheter Holding AB’s (publ) prospectus dated November 18, 2016.

The proforma accounts have been prepared with the single purpose to inform as to the manner in which Platzer Fastigheter Holding AB’s (publ) acquisition of the Artosa portfolio could have affected the Group balance sheet of Platzer Fastigheter Holding AB (publ) as at 30 September 2016.

The Board of Directors’ responsibility The Board of Directors is responsible for the preparation of the proforma accounts in accordance with the requirements of the EU Prospectus Directive 809/2004/EG. We have no obligation to present an opinion on the proforma accounts or any of the components therein. We assume no responsibility for such financial information as has been used in the compilation of the proforma accounts except for the responsibility we assume as regards the auditors’ reports regarding historical financial information which we have issued in the past.

The Auditor’s responsibility Our responsibility is to express an opinion in accordance with the EU Prospectus Directive 809/2004/EG Attachment 11 p. 7. We assume no responsibility for such financial information used in compiling the reported proforma accounts except for the responsibility for the auditor’s reports regarding historical financial information which we have issued in the past.

Work performed We have executed our work in accordance with FAR’s recommendation, RevR 5 Examination of financial information in prospectuses. This recommendation requires that we comply with ethical requirements and plan and perform the procedures to obtain reasonable assurance as to whether the financial statements are free from material misstatement. The auditing firm applies ISQC1 (International Standard on Quality Control) and, therefore, has a comprehensive system for quality control including documented guidelines and routines to ensure compliance with relevant ethical requirements, professional standards and with the applicable legal and regulatory requirements. Our work, which does not comprise an independent audit of the underlying financial information, has primarly comprised a comparison of the non-adjusted financial information with the source documentation, the assessment of the documentation for the proforma adjustments and the discussion of the proforma accounts with company management. We have planned and executed our work in order to obtain the information and explanations deemed necessary to achieve a high, but not absolute, level of assurance that the proforma accounts have been prepared according to the premises stated on 80–82 and that these premises agree with the accounting principles applied by the company.

Opinion In our opinion, the proforma accounts have been compiled in a proper manner according to the premises stated in pages 80-82 and these premises agree with the accounting principles applied by the company.

Gothenburg, November 18, 2016

Öhrlings PricewaterhouseCoopers AB

Bengt Kron Authorised Public Accountant

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 83 Board of directors, senior executives and auditor

Board of directors, senior executives and auditor

Board of directors As per the date of this Prospectus, Platzer’s board of directors comprises six members, including the chairman of the board, that have been elected for the period until the annual general meeting in 2017. The table below shows the members of the board, the date they were first elected to the board and whether or not they are independent of the Company and its management and/or major shareholders.

Independent of Board member The Company and Name Position since its management Major shareholders Fabian Hielte Chairman of the board 2008 Yes No Lena Apler Board member 2013 Yes Yes Charlotte Hybinette Board member 2016 Yes Yes Anders Jarl Board member 2014 Yes No Cecilia Marlow Board member 2015 Yes Yes Ricard Robbstål Board member 2015 Yes No

FABIAN HIELTE LENA APLER

Born 1975. Chairman of the board of directors since 2013. Born 1951. Board member since 2013. Board member since 2008. Education: Courses in Economics and Marketing, Education: Masters degree, Stockholm University. University of Gothenburg. SEB IHU (internal higher MBA, Stockholm School of Economics. banking training). Other current positions: CEO and board member of Other current positions: Chairman of the board of Ernström & C:o AB, CEO and chairman of the board Collector AB. Board member of Västsvenska of Östersidan Förvaltning Aktiebolag. Chairman of Handelskammaren Service AB, SkiStar Aktiebolag the board of Maquire AB, Gårda Intressenter AB, (publ), Exceed Capital Sverige AB, Helichrysum Kusinhus AB, Sverigehuset Fastigheter AB, AlbMin Gruppen AB, Mitt Liv AB (svb), Connect Väst and AB and Hobohm Brothers Equity AB. Board member Prosolvia Aktiebolag. of Nederman Holding Aktiebolag, Ernström Equity Previous positions (last five years): CEO of Collector AB, Skagerack Ventures AB and Ädelhospitalet AB. AB until 2014. Chairman of the board and CEO of Deputy board member of Branäsgruppen AB, Intoit Slutplattan OKRPA 93629 AB until 2012 and Balder Holding AB and Bergstorget AB. Hotelholding AB until 2015. Chairman of the board Previous positions (last five years): Chairman of the of Lorensberg Villastad AB until 2013 and Mitt Liv board of JärnportenFastighets AB until 2015. Board AB (svb) until 2016. Board member of KappAhl AB member of Bergstorget AB and Svedbergs i Dalstorp (publ) until 2011, ÖoB Finans AB until 2012, Svolder AB until 2015 and Collector AB and Göteborg Aktiebolag until 2013 and Skogssällskapet AB until International Film Festival AB until 2013. 2015. Shareholding in the Company: 10,000,000 class A Shareholding in the Company: 10,000 class B shares shares (part-owned through legal person) and (through legal person). 19,293,745 class B shares (own holding and through legal person).

84 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Board of directors, senior executives and auditor

CHARLOTTE HYBINETTE CECILIA MARLOW

Born 1973. Board member since 2016. Born 1960. Board member since 2015. Education: LL.M., Stockholm University. Education: MBA, Stockholm School of Economics. Other current positions: Managing Partner of MAQS Other current positions: Chairman of the board of Advokatbyrå Stockholm AB. Board member of Kivra AB. Board member of Clas Ohlsson Aktie- MAQS Law Firm Advokatbyrå Holding AB, Jurist- bolag, Midsona AB, MatHem i Sverige AB, Mordin föreningen i Stockholm, Europarättsföreningen and AB, Internationella Engelska Skolan i Sverige Advokatfirma Christerdotter AB. Holdings II AB, Fazer AB, Finland and Nordea Funds Previous positions (last five years): Board member Ltd, Finland. Limited partner of NiMaCeMi of MAQS Advokatbyrå Stockholm Holding AB. Kommanditbolag. Deputy board member of M2 Gruppen AB and M2 Previous positions (last five years): Chairman of Capital Management AB. the board of SA Service AB until 2012. Board Shareholding in the Company: None. member of Nordea Nordic Baltic 1 AB until 2014, AB Svenska Spel until 2015 and Forex Bank Aktie- bolag until 2016. Owner of the sole proprietorship ANDERS JARL Cecilia Tufvesson until 2015.

Born 1956. Board member since 2014. Shareholding in the Company: 2,000 class B shares (through legal person). Education: M.Sc. Engineering (Road and Water), Faculty of Engineering, Lund University. RICARD ROBBSTÅL Other current positions: CEO and board member of Wihlborgs Fastigheter AB. Chairman of the board Born 1970. Board member since 2015. of Dockan Exploatering AB and Fastighets AB ML 4. Board member of Medeon Aktiebolag, Öi Service Education: E-MBA, Harvard University and Stanford AB, Tibullus AB, Hälsostaden Ängelholm Holding University, Bachelor in Market Economy from DIHM AB and MVBW i Lund AB. and further education studies in Behavioural Sciences and Psychology. Previous positions (last five years): Chairman of the board of Butiken i Bunkeflostrand AB until 2015. Other current positions: CEO and board member of Board member of Malmö Citysamverkan Service AB Länsförsäkringar Göteborg och Bohuslän. Chair- until 2013, Building Green in Sweden AB and man of the board of Länsförsäkringar Fastighets- KOCKMUMS AB until 2014, AnJa Invest AB until förmedling AB. Board member of Länsförsäkringar 2015 and Areco Vinkeln 8 AB until 2016. Deputy Sak Försäkringsaktiebolag (publ). board member of Ankarseglet i Skåne AB until 2013, Previous positions (last five years): CEO and chair- East European Construction Services AB until 2013 man of the board of Stampen Local Media AB until and Komfortmiljö i Sverige AB until 2014. 2014. CEO and board member of SLM Closedown i Shareholding in the Company: 2,000 class B shares. Göteborg AB until 2013 and Stampen förvaltnings AB until 2014. Chairman of the board of SLM Closedown i Göteborg Förvaltnings AB until 2013 and Citypaketet Sweden AB until 2014. Board member of HemNet Service HNS AB until 2012 and Ortstidningar i Väst Aktiebolag, mkt media AB and Stampen Digitala Medier until 2014. Deputy board member of Biztalk Aktiebolag until 2013 and Stadsporten City Gate Aktiebolag until 2014. Shareholding in the Company: None.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 85 Board of directors, senior executives and auditor

Senior management

PER-GUNNAR PERSSON CHARLOTTE ADLERTON GADD

Born 1965. CEO since 2008. Born 1975. Market Area Manager since 2015. Education: M.Sc. Engineering (Road and Water), Education: BA Systems Sciences, Uddevalla Univer- Chalmers University of Technology. sity and studies at the Faculty of Law, Lund Univer- Other current positions: Board member of ANLIEM sity. AB, Provobis Invest AB, Rikshem AB (publ) and Other current positions: None. Gårda Intressenter AB. Deputy board member of Previous positions (last five years): Deputy board Aktiebolaget Emilsborg. member of Backaplan Intressenter Ekonomisk Previous positions (last five years): Chairman of the Förening until 2013. board of HS 14 i Mölndal AB and HS 13 i Mölndal AB Shareholding in the Company: 4,924 class B shares. until 2012, Eklandia Kärra 80:6 AB, Eklandia Kärra 78:12-13 AB and Eklandia Kärra 78:8 AB until 2013, AB Liseberg Skår 40:17 until 2014, HS 27 i Mölndal ULRICA SJÖSWÄRD AB, Kungsleden Högsbo 11:5 AB, Bronsporten Born 1974. Market Area Manager since 2008. Högsbo 7:21 Aktiebolag, Kungsleden Högsbo 14:3 AB, Levande Hus Högsbo AB, Kungsleden Högsbo Education: B.Sc. Engineering, Construction and 27:8 AB until 2015 and Slutplattan ERPIL 98069 AB Civil Engineering, Chalmers University of until 2016. Board member of Castellum Norr AB Technology. until 2016. Other current positions: None. Shareholding in the Company: 27,239 class B shares Previous positions (last five years): Board member (own holding) and 507,000 class B shares (part- of Backaplan Intressenter Ekonomisk Förening until owned through legal person). 2014. Shareholding in the Company: 7,040 class B shares. LENNART EKELUND

ROGER SUNDBOM Born 1959. CFO since 2010.

Education: M.Sc. Business and Economics, MBA, Born 1969. Project Development Manager since 2015. University of Gothenburg. Education: Operations Engineer, Real Estate. Other current positions: Board member of Malsjön Other current positions: None. Konsult AB, Gårda Intressenter AB and SFF Holding AB. Previous positions (last five years): Board member of Boterassen Ekonomisk förening until 2013 and Previous positions (last five years): Board member HSB Nya Kvillebäcken Mark AB, HSB Markproduk- of HS 13 i Mölndal AB and HS 14 i Mölndal AB until tion i Göteborg AB, Boudden Ekonomisk förening, 2012, Eklandia Kärra 80:6 AB, Eklandia Kärra Bohamnen Ekonomisk förening and HSB Levande 78:12-13 AB and Eklandia Kärra 78:8 AB until 2013, Lab Ekonomisk förening until 2015. Deputy board AB Liseberg Skår 40:17 until 2014, HS 27 i Mölndal member of Masthugget 28:9 Fastighets AB until AB, Kungsleden Högsbo 11:5 AB, Bronsporten 2014. Högsbo 7:21 Aktiebolag, Kungsleden Högsbo 14:3 AB, Levande Hus Högsbo AB and Kungsleden Shareholding in the Company: 5,100 class B shares. Högsbo 27:8 AB until 2015. Deputy board member of Höbalen Fastighets AB until 2015. CHRISTINA CEDÉRUS OLAUSON Shareholding in the Company: 12,230 class B shares Born 1964. Lease Manager since 2014. (own holding) and 507,000 class B shares (part- owned through legal person). Education: M.Sc. Business and Economics, Linköping University. Other current positions: None. Previous positions (last five years): None. Shareholding in the Company: 3,650 class B shares.

86 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Board of directors, senior executives and auditor

Other information about the board of Auditor directors and senior management Since 2008, the auditor of the Company has been None of the board members or senior executives Öhrlings PricewaterhouseCoopers AB, which was has any family ties to another board member or reappointed by the annual general meeting in 2016 senior executive. There are no conflicts of interest for the period until the end of the annual general between, on the one hand, the duties of the board meeting in 2017. Bengt Kron (born 1965) is the members or the senior executives towards Platzer auditor-in-charge. Bengt Kron is an authorized or its subsidiaries and, on the other hand, their public accountant and member of FAR1). Öhrlings private interests and/or other duties. However, as PricewaterhouseCoopers AB’s office address is shown above, some board members and senior Torsgatan 21, SE-113 21 Stockholm, Sweden. executives own shares in the Company and there- Öhrlings PricewaterhouseCoopers AB has been the fore have financial interests in the Company. auditor throughout the period covered by the None of the board members or senior executives historic financial information in this Prospectus. has been convicted of fraudulent offences in the last five years. With the exception of Lena Apler, who is a board member of Prosolvia Aktiebolag, a company that was declared bankrupt in 1998, in the last five years none of the board members or senior executives has been party to or involved in any bankruptcy, liquidation or receivership in their role as a board member or senior manager of a company. In the last five years, none of the board members or senior executives has been the subject of incrim- ination and/or sanction by any authorities, professional associations or similar bodies, nor been served with a ban on engaging in business or otherwise been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company, or from holding a managerial or general position in a company. There are no special agreements on remuneration for board members or senior executives once their term of office or employment ends. All board members and senior executives can be contacted via the Company address: Anders Personsgatan 16, PO Box 211, SE-401 23 Gothenburg.

1) An institute for the accountancy profession in Sweden.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 87 Corporate governance

Corporate governance

Platzer is a Swedish public limited company. among other things, the board of directors is Corporate governance in Platzer is based on the responsible for determining objectives and strate- Swedish Companies Act (2005:551), Platzer’s articles gies, safeguarding procedures and systems for the of association, the Swedish Corporate Governance evaluation of established targets, regularly assess- Code (“the Code”), Nasdaq Stockholm’s Rule Book ing the Company’s results and financial position, for Issuers and other applicable laws and regula- and evaluating the operations management. The tions. board of directors is also responsible for ensuring that the annual report and interim reports are General meeting prepared in a timely manner. The board of directors According to the Companies Act, the general also appoints the Company’s CEO. meeting is the Company’s highest decision-making Board members are normally elected by the body. At the general meeting, shareholders exercise annual general meeting for the period until the end their voting power on key issues, such as the of the next annual general meeting. According to adoption of income statements and balance sheets, the Company’s articles of association, the board of appropriation of the Company’s results, granting of directors, as elected by the general meeting, should discharge from liability to the board members and comprise a minimum of four and a maximum of CEO, election of board members and auditor, and nine board members, excluding deputy board remuneration for the board of directors and the members. auditor. The annual general meeting must be held According to the Code, the chairman of the in Gothenburg within six months of the end of the board of directors should be appointed by the financial year. According to the articles of associa- annual general meeting and have special responsi- tion, notice of a general meeting must be given by bility for managing the work of the board and for means of an announcement in the Swedish official ensuring that the board carries out its work in a gazette (Sw. Post- och Inrikes Tidningar) and through well-organized and efficient manner. publication of the notice on the Company’s website. The board follows written rules of procedure, At the same time, an announcement of the conven- which are revised annually and established every ing notice should be made in the newspaper year at the statutory board meeting. The rules of Svenska Dagbladet. procedure regulate board practices, functions and the division of duties between the board members Entitlement to attend general meetings and the CEO. In connection with the statutory Shareholders wishing to participate in the proceed- board meeting, the board should also determine ings at a general meeting must be included in the the CEO’s instructions regarding financial report- share register maintained by Euroclear Sweden five ing. working days before the general meeting, and must Board meetings are held according to an annual- also give the Company notice of attendance at the ly established schedule. In addition to these board meeting not later than the date stated in the meetings, further board meetings may be convened convening notice. Shareholders may attend general to deal with issues that cannot be postponed until meetings in person or via proxy and may also be an ordinary board meeting. In addition to the board assisted by up to two persons. Shareholders are meetings, the chairman of the board and the CEO entitled to vote for all the shares held by the maintain a continuous dialogue regarding the shareholder. management of the Company.

The board of directors Audit and remuneration committee The board of directors is the Company’s highest A separate audit and remuneration committee has decision-making body after the general meeting. not been established and instead the full board According to the Swedish Companies Act, the board performs the duties of the audit and remuneration of directors is responsible for the Company’s committee, the background to this being that management and organization, which means that, neither the size of the Company nor the size of the

88 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Corporate governance

board of directors warrants having separate SEK 150,000 to the other board members. Board committees. Issues are dealt with at ordinary board members are not entitled to any benefits after their meetings. term of office ends.

CEO and other senior executives Remuneration to the CEO and other senior The CEO is subordinate to the board of directors executives and is responsible for the day-to-day management According to the Swedish Companies Act, the board of the Company and for the daily operations. The of directors shall submit proposals to the annual division of work between the board of directors and general meeting for principles of remuneration and the CEO is set out in the board of directors’ rules of other employment terms for company manage- procedure and the CEO’s instructions. The CEO is ment. The 2016 annual general meeting approved also responsible for the preparation of reports and such principles, which among other things state compilation of information from the management that remuneration and other terms of employment ahead of board meetings, and presents the material for company management shall be at market rates, at board meetings. competitive and based on each employee’s respon- The CEO must provide the board of directors sibilities and performance. Remuneration is paid as with ongoing information about the Company’s a fixed salary to all members of the management business, sales performance, the Company’s results group. Pension terms shall be at market rates and and financial position, the liquidity position and based on defined contribution pension solutions or credit situation, major business events and any the ITP plan. In addition to the fixed salary, variable other event, circumstance or condition that can be remuneration shall also be possible, which shall assumed to be of material importance to the then reward predefined and measurable perfor- Company’s shareholders. mance. Such variable pay must not exceed the A presentation of the CEO and other senior equivalent of three months’ salary and, for the CEO, executives can be found under “Board of directors, six months’ salary. Long-term incentive programs senior executives and auditor”. shall be share-related and performance based and must not exceed one year’s salary. Termination of Remuneration to board members, the CEO employment by the Company shall be subject to no and other senior executives more than twelve months’ notice. Severance pay, Remuneration to board members including salary during the period of notice, may Remuneration to members of the board of direc- not exceed twelve monthly salaries. The board of tors, including the chairman, are established by the directors may waive these guidelines in individual general meeting. The annual general meeting on cases, should there be special reasons for doing so. 28 April 2016 resolved to pay remuneration of SEK The table below shows the fees for the CEO and 300,000 to the chairman of the board and fees of other senior executives for the financial year 2015.

MSEK Salary and Variable Pension Name benefits remuneration costs Total Per-Gunnar Persson, CEO 2.6 1.0 0.9 4.5 Other senior executives, seven individuals 6.6 1.3 1.8 9.7 Total 9.2 2.3 2.7 14.2

The Company currently has a bonus program that notice from the Company. For other senior execu- includes all employees, the maximum payout of tives, the notice period is three to six months in which is one month’s salary. For company manage- case of notice by the manager and three to twelve ment the bonus may amount to a maximum of months in case of notice from the Company. three months’ salary, and for the CEO to a maxi- The retirement age for the CEO is 65. During the mum of six months’ salary. The size of any poten- term of employment, the pension contribution for tial bonus paid is based on a number of pre-defined the CEO will be 35 percent of pensionable salary. operational targets relating to operating surplus, For other senior executives, the white-collar leases and environmental certification of properties. occupational pension scheme ITP or pension The CEO’s notice period is six months in case of contributions of 30 percent of pensionable salary notice by the CEO and twelve months in case of will apply, and their retirement age is 65.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 89 Share capital and ownership structure

Share capital and ownership structure

General information In an issue of warrants and convertibles, According to the Company’s articles of association, shareholders shall as a general rule have pre-emp- the share capital shall be not less than SEK tive rights in accordance with what is stated above. 5,000,000 and not more than SEK 20,000,000, and the number of shares shall be not less than Post-sale purchase right clause, redemption clause 50,000,000 and not more than 200,000,000. The and conversion clause shares may be class A shares, class B shares The Company’s class A shares are subject to a (ordinary shares) or class C shares (preference post-sale purchase right clause and a conversion shares). The Company may issue up to a total of clause in accordance with the Company’s articles of 200,000,000 class A, class B and class C shares, association. The post-sale purchase right clause respectively. As per the date of the Prospectus, the states that a buyer of class A shares, who did not Company has issued a total of 95,997,434 shares, previously own class A shares in the Company, divided between 20,000,000 class A shares and must offer the acquired shares to other holders of 75,997,434 class B shares. The Company has not class A shares for purchase, unless the acquisition issued any class C shares as at the date of the was conducted through an intra-group transfer or Prospectus. The shares are denominated in SEK equivalent within the respective current groups of and each share has a quota value of SEK 0.1. The shareholders. If the holders of class A shares do not shares in the Company are issued in accordance acquire the offered shares, the shares will automat- with Swedish law. All issued shares are fully paid. ically be converted into B shares before the acquir- The Company holds 250,000 of its own class B ing party is entered in the shareholders’ register. shares. According to the share conversion clause, holders The shares offered are not subject to a mandato- of class A shares shall be able to request that such ry offer, redemption rights or sell-out obligations. shareholder’s shares are converted into class B No public takeover bid has been submitted for the shares. Company’s shares during the current financial year The Company’s class C shares are subject to a or the previous financial year. redemption clause and share conversion clause in the Company’s articles of association. The redemp- Certain rights attached to the shares tion clause means that in the period 1 August – 31 The rights attached to shares in the Company may August every year, the Company has the right to only be changed in accordance with the procedures decide that any outstanding class C shares shall be set out in the Swedish Companies Act. redeemed for a redemption amount corresponding to the quota value. The share conversion clause Voting rights means that class C shares held by the Company Each ordinary class A share in the Company carries itself, shall, as a result of the Company’s decision, ten votes at a general meeting. Each class B share be converted into class B shares. Class C shares are and each class C share in the Company carries one intended to be used to facilitate supply of shares in vote at a general meeting. accordance with the Company’s long-term incentive program, which was resolved on by the annual Pre-emptive rights to new shares, etc. general meeting in 2015 (for more information, refer In an issue of new class A, class B and class C to the section “Long-term incentive program” shares, each shareholder shall as a general rule below). have pre-emptive rights to new shares of the same share class on a pro rata basis. In a new share issue Entitlement to dividends and liquidation consisting solely of either class A, class B or class C distributions shares, each shareholder shall as a general rule All the shares in the Company have equal rights to have pre-emptive rights to new shares on a pro rata dividends and to the Company’s assets and any basis, regardless of the share class held by the surplus in case of liquidation. shareholder prior to the share issue.

90 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Share capital and ownership structure

Decisions on dividends are passed by the Central Securities Depository general meeting. All shareholders who are regis- The shares in the Company are registered in a CSD tered in the share register maintained by Euroclear register (Central Securities Depository), according Sweden on the record day determined by the to the Financial Instruments Accounts Act general meeting are entitled to dividends. Divi- (1998:1479). The register is maintained by Euroclear dends are normally disbursed to shareholders via Sweden AB, PO Box 191, SE-101 23 Stockholm, Euroclear Sweden as a cash amount per share, but Sweden. Accordingly, no share certificates have payment can also be made in other means than been issued for the Company’s shares. The ISIN cash (distribution in kind). If a shareholder cannot code for the Company’s share is SE0004977692. be reached via Euroclear Sweden, the shareholder’s claim on the Company in respect of the dividend Share capital development amount will remain in force and will be subject to a The table below sets forth the historical develop- limitation period of ten years. In case of limitation ment of the Company’s share capital since the of the claim, the dividend amount shall go to the Company was incorporated on 4 December 2007, Company. and the adjustments to the number of shares and the share capital that will be carried out in connection with the Offer.

Change in the number of shares Share capital Preference Ordinary shares shares Class A Class B Time Event Ordinary shares shares Class C share Change Total 14/12/2007 New establishment 1,000 – – – 100,000.00 100,000 21/02/2008 Conversion and split –1,000 400,000 600,000 – – 100,000 19/03/2008 New share issue – 19,600,000 29,400,000 – 4,900,000.00 5,000,000 27/10/2011 New share issue – – 7,000,000 – 700,000.00 5,700,000 11/07/2012 New share issue – – 6,112,469 – 611,246.90 6,311,246.90 07/08/2012 New share issue – – 7,33 4,9 65 – 733,496.50 7,044,743.40 10/12/2013 New share issue – – 22,000,000 – 2,200,000.00 9,244,743.40 30/12/2013 New share issue – – 3,300,000 – 330,000.00 9,574,743.40 30/09/2015 New share issue – – – 250,000 25,000.00 9,599,743.40 08/10/2015 Conversion – – 250,000 –250,000 – 9,599,743.40 Total – 20,000,000 75,997,434 0 9,599,743.40 14/11/20161) New shares issued as a result of the Offer – – 23,936,858 – 2,393,685.80 11,993,429.20 Total – 20,000,000 99,934,292 0 – 11,993,429.20

1) The new shares issued as a result of the Offer are expected to be registered with the Swedish Companies Registration Office on 21 December 2016.

Convertible instruments, warrants etc. Ownership structure and ownership The Company does not have any outstanding As at 30 September 2016, Platzer had 3,957 share- warrants, convertible instruments or other holders. In terms of votes, the largest shareholder share-related financial instruments. was Ernström Kapital AB with just over ten percent of the total share capital and just over 36 percent of the total votes in the Company. The Company’s largest shareholders in terms of voting power as at 30 September 2016 are shown on the next page.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 91 Share capital and ownership structure

Major shareholders as per 30 September 2016 Number of shares Number of votes Class A Class B Shareholder shares shares Percent Number Percent Ernström Kapital AB (Ernström & C:o AB) 10,000,000 – 10.4 100,000,000 36.3 Länsförsäkringar Göteborg och Bohuslän Fastigheter AB 5,000,000 11,162,490 16.8 61,162,490 22.2 AnJa Invest AB (Backahill AB) 5,000,000 – 5.2 50,000,000 18.1 Family Hielte/Hobohm – 19,293,745 20.1 19,293,745 7.0 Länsförsäkringar Fondförvaltning AB – 9,308,237 9.7 9,308,237 3.4 Fourth Swedish National Pension Fund – 7,527,865 7.8 7,527,865 2.7 Carnegie Funds – 4,750,000 4.9 4,750,000 1.7 Lesley Invest AB (including related parties) – 2,771,490 2.9 2,771,490 1.0 Svolder AB – 1,397,013 1.5 1,397,013 0.5 Nordea Funds – 1,200,734 1.3 1,200,734 0.4 Other shareholders – 18,335,860 19.1 18,335,860 6.6 Total (excluding treasury shares) 20,000,000 75,747,434 99.7 275,747,434 100 Treasury shares – 250,000 0.3 250,000 – Total (including treasury shares) 20,000,000 75,997,434 100 275,747,434 100

Source: Euroclear Sweden

Long-term incentive program Share issue authorization On 28 April 2015, the annual general meeting On 28 April 2016, the annual general meeting resolved on a long-term incentive program resolved to authorize the board of directors to, up (a so-called share saving program) for the Group and until the next annual general meeting, on one management. The share saving program entails or more occasions and with or without pre-emptive that the participants are entitled to invest in Platzer rights for the shareholders, resolve on new issues of shares (savings shares) to an amount correspond- class B shares. Such issues must, in aggregate, not ing to two months’ salary. For each savings share exceed ten percent of the share capital. Such a allocated to the program, the participants have the share issue may be made as a cash issue, an issue opportunity to gratuitously receive additional class in kind or a set-off issue, and must only be carried B shares, the allocation of which is conditional on a out at market price. The reason for the potential certain performance target (performance shares). deviation from the pre-emptive rights of the A condition for receiving performance shares is shareholders is that the Company, in relation to that the participant continues to be employed by property acquisitions, may require prompt access the Group, and that the savings shares have not to capital or, alternatively, may need to make been disposed of. Up to four performance shares payments with newly issued shares. As per the date may be allocated for each savings share held, of this Prospectus, no part of the authorization has depending on the fulfillment of the performance been utilized. target linked to the Company’s net asset value per share, which has been established by the board of directors. The program comprises up to 250,000 class B shares, of which 200,000 are performance shares and 50,000 relate to hedging against social security contributions.

92 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Share capital and ownership structure

Listing Platzer’s class B share is listed on Nasdaq Stock- holm since 2013. The shares are traded on the Mid Cap list under the short name PLAZ B. Trading in the class B shares that will be issued as a result of the Offer will commence on Nasdaq Stockholm on or around 21 December 2016.

Shareholders’ agreements, etc. As far as the Company is aware, there are no shareholders’ agreements or other agreements between the shareholders in the Company for the purpose of exercising joint influence over the Company. The Company is further not aware of any agreements or similar arrangements which can result in a change in control of the Company.

Dividend policy The dividend shall, in the long-term, amount to 50 percent of the income from property management after tax (taxes pertain to a 22 percent standard tax rate). The dividend for 2016 was SEK 1.00 per share.

Dilution Shareholders who choose not to participate in the Offer will experience dilution of their shareholding by up to 23,936,858 shares, corresponding to approximately 20 percent of the total number of shares, but will have the opportunity to compensate for the economic dilution by selling their subscription rights. Holders of class A shares who subscribe for their respective pre-emptive parts of the Offer will see their share of voting rights diluted by up to approximately six percent.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 93 Articles of association

Articles of association

Articles of association of Platzer Fastigheter for new shares in proportion to the number of Holding AB (publ) (Reg. No. 556746-6437), adopted at shares the owner holds. In event of issues of the annual general meeting on 28 April 2016. warrants and convertibles not happening against payment with capital paid in kind, the owners of 1 § Name Class A and Class B shares shall have preferential The Company’s name is Platzer Fastigheter Holding rights in a way that corresponds to the second and AB (publ). third paragraphs above. The above provisions shall not in any way imply a limitation on the possibility 2 § Registered Office to decide whether the issue shall deviate from the The Company’s registered office is in Gothenburg, shareholders’ preferential rights. Sweden. 5 § Number of shares 3 § Business objectives The number of shares in the Company shall The Company’s business objectives are, either amount to a minimum of 50,000,000 and a maxi- directly or through wholly or partly owned subsidi- mum of 200,000,000. aries, to acquire, own, manage, develop and sell fixed property and securities as well as to carry out 6 § Share Register related business activities. The Company’s shares shall be registered in a record in accordance with the Swedish Financial 4 § Share capital Instruments Accounts Act (1998:1479). Share capital amounts to a minimum of SEK 5,000,000 and a maximum of SEK 20,000,000. Shares 7 § Financial can be divided into Class A and Class B shares. Each The Company’s financial year shall correspond to Class A share conveys 10 votes and each Class B the calendar year. share conveys 1 vote. Class A shares may be issued up to a maximum number of 200,000,000 and Class 8 § Board of Directors B shares to a maximum number of 200,000,000. In The board shall consist of between 4 and 9 mem- event of new issues of Class A and Class B shares bers. Board members shall be elected annually at that are not happening against payment with the AGM for the period until the next AGM is held. capital paid in kind, the owners of Class A and Class B shares shall have preferential rights to subscribe 9 § Auditors for new shares of the same class in proportion to The Company shall have a minimum of one (1) the number of shares the owner holds (primary and a maximum of two (2) authorised auditors or preferential right). Shares which are not subscribed registered public accounting firm, as well as a for through primary preferential rights shall be maximum of two (2) deputy auditors. Assignment offered to all shareholders for subscription (subsidi- as auditor shall be valid until the end of the AGM ary preferential right). If the number of shares held during the fourth financial year after the available for subscription under the subsidiary auditor is elected. preferential right is insufficient, the shares shall be allocated in proportion to the number of shares 10 § Notification of General Meetings already owned or, to the extent that this is not Notice of General Meetings shall be announced in possible, by a ballot. In event of a new issue of only the Post- och Inrikes Tidningar (Post and Domestic Class A or Class B shares not happening against Times) as well as on the Company’s website. An payment with capital paid in kind, all shareholders, announcement shall be published in Svenska regardless of whether their shares are Class A or Dagbladet to state that such notice has been given. Class B, shall have a preferential right to subscribe

94 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Articles of association

11 § A pplication to participate in 13 § Conversion clause for Class A shares General Meetings At the request of the shareholder, Class A shares A shareholder who wishes to participate in a may be converted into Class B shares. Such request General Meeting must apply to the Company by no shall be made in writing to the Company, stating later than 16.00 hrs. on the date specified in the the number of shares to be converted. Class A meeting notice. This date may not fall on a Satur- shares shall be converted to Class B shares if no day or Sunday, another public holiday, Midsummer Class A shareholder acquires the shares offered for Eve, Christmas Eve or New Year’s Eve, and must be pre-emption in accordance with section 14 below. no earlier than five working days before the General The conversion shall thereafter be registered with Meeting. If a shareholder wishes to bring assistants the Swedish Companies Registration Office without to the General Meeting, the number of assistants delay and becomes effective upon registration and (maximum two) shall be specified in the applica- when a note is made in the CSD register. tion. 14 § Pre-emption clause for Class A shares 12 § General Meetings If a Class A share has been transferred to a person AGMs shall be held in Gothenburg, Sweden, within who has not previously been an owner of Class A 6 months of the end of each financial year. The shares in the company, otherwise than through an following items shall be dealt with at the AGM: internal transfer within the group or by way of an assignment to a legal entity that includes the name 1. E lection of a Chairman of the Meeting; Länsförsäkringar, the other owners of Class A 2. P reparation and approval of the electoral shares have the right to redeem the share. New register; owners of Class A shares shall immediately provide 3. Ap proval of the agenda; notification of the share transfer to the board in the 4. E lection of two persons to verify the minutes; way prescribed in the Swedish Companies Act 5. D etermination of whether the Meeting has been (pre-emption). Redemption may not be made for a duly convened; smaller number of shares than is covered under the 6. P resentation of the annual accounts and pre-emption. The board shall, as soon as it receives auditors’ report and, where appropriate, the information from either the new owner or Euro- consolidated accounts and the consolidated clear AB about a transfer of ownership, immediate- audit report; ly provide notification about the pre-emption offer 7. R esolution concerning adoption of the income to all parties with a right of redemption who have a statement and balance sheet and, where known postal address. The notice shall provide applicable, the consolidated income statement information about the time within which the and consolidated balance sheet; redemption claim must be made. In the event the 8. R esolution concerning allocation of the Com board receives its information from Euroclear AB, pany’s profit or loss in accordance with the the board shall also notify the new owner of its adopted balance sheet; pre-emption obligation in regard to Class A shares. 9. R esolution concerning discharge from liability The redemption claim must be made within two (2) for board members and CEO; months from a correct pre-emption in accordance 10. Adoption of the number of board members and with the above. If a redemption claim is made by deputies and, where applicable, the number of more than one party with a right of redemption, all auditors and deputy auditors; the shares shall as far as possible be allocated to 11. A doption of board members and deputies and, such parties in proportion to their existing holdings where applicable, auditors and deputy auditors; of Class A shares in the Company. The board shall 12. Any other matters to be considered at the allocate the remaining shares by ballot. If shares General Meeting in accordance with the Swedish have been transferred by sale, the redemption price Companies Act or the articles of association; shall equal the purchase price. No other terms and 13. Resolution regarding principles for appointing conditions shall apply for redemptions. If no Class members of the nomination committee; A shareholders redeem the share offered for 14. O ther business incumbent on the meeting pre-emption, the share shall be converted to a pursuant to the Swedish Companies Act or the Class B share, after which the person who made the articles of association.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 95 Articles of association

pre-emption offer shall be registered as the owner in the Company’s share register. If the purchaser and the person who has requested to redeem the shares do not reach agreement on the question of redemption, the person who has requested the redemption can take action within two (2) months from the day when the redemption claim was submitted to the board. The dispute shall be settled by an arbitrator. The redemption price shall be paid within one (1) month from the time the redemption price was settled.

15 § R edemption and conversion clause regarding Class C shares The Company may each year during the period 1–31 August resolve to reduce the share capital by means of redemption of Class C shares, up to the maximum number of outstanding Class C shares. Upon resolution of redemption of shares, holders of Class C shares are be obliged to redeem the number of Class C shares that the Company has resolved, up to the maximum number of the holder’s Class C shares. The redemption amount per Class C share shall be the quota value of such shares. The redemption price shall be paid immediately. Class C shares held by the company, may, upon decision by the company, be converted into Class B shares. The conversion shall thereafter without delay be reported to the Swedish Companies Registration Office (Sw. Bolagsverket) for registration and will be deemed to have been effected as soon as the registration is completed and it has been noted in the central securities depository register.

9 INVITATION6 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Legal considerations and supplementary information

Legal considerations and supplementary information

Legal structure of the Group Property acquisitions and disposals Platzer Fastigheter Holding AB (publ) (corporate In accordance with Platzer’s strategy, Platzer under- identity number 556746-6437) is a Swedish public takes property acquisitions and disposals on an limited liability company, which was incorporated ongoing basis. The Group’s property transfer on 4 December 2007 and registered with the agreements usually adhere to the industry’s Swedish Companies Registration Office on 14 customary market terms and conditions in respect December 2007. The Company’s class B shares are of warranties, warranty periods and limitation of traded on Nasdaq Stockholm under the short name liability and limits in amounts. Information on the PLAZ B. The Company’s registered office is in most significant property transactions in the Gothenburg. The Company conducts its operations period covered by the historical financial informa- in accordance with the Swedish Companies Act. tion in the Prospectus is set forth below. As per the date of the Prospectus, the Company is the parent company of 78 subsidiaries of which all, Göteborg Olskroken 18:7 with the exception of Fastighetsbolaget Hoberg 13 In March 2015, Platzer, via its subsidiary AB Platzer handelsbolag, are wholly owned. For further Öst, acquired the property Göteborg Olskroken 18:7, information, refer to the group structure at the better known as Gamlestadens Fabriker, with a end of this section. lettable area of approximately 62,000 sq. m. in existing buildings, from Aberdeen Asset Manage- Material agreements ment by means of a company acquisition. The Lease agreements underlying property value was MSEK 750. Aberdeen As at 30 September 2016, Platzer and its subsidiar- has given certain warranties, for instance that ies had entered into 720 lease agreements for Aberdeen is the owner of the property in question, non-residential premises, predominantly relating that the buildings on the property have been to offices. The major tenants include DB Schenker, constructed in accordance with relevant permis- the Swedish Migration Agency, the Swedish Social sions and regulations, that lease agreements Insurance Agency, Nordea Bank AB, Länsförsäkrin- regarding the property have not been terminated gar Göteborg & Bohuslän, Stampen, the Swedish and that any relevant taxes relating to the property National Courts Administration, Cochlear, Mölnly- and the property-owning company before the cke Health Care and Gothenburg Region Associa- transaction have been duly paid. Aberdeen’s tion of Local Authorities. Platzer’s lease agreements warranty undertakings are, however, subject to are normally based on the Swedish Property customary limits in amounts and limitation Federation’s (Sw. Fastighetsägarna) standard agree- periods. As per the date of this Prospectus, no claim ments and are subject to annual adjustments of the for compensation by Platzer in respect of any of the rent by indexation based on the consumer price warranties given in connection with the transac- index. The agreements usually contain an appendix tion has been made and Platzer is not, as per the with specific provisions for the lease in question date of this Prospectus, aware of any circumstance and usually have a term of lease of between three or fact that is expected to result in such claim for and five years, generally with notice periods of nine compensation. months. In addition to the lease agreements for In October 2015, Platzer concluded an agreement non-residential premises, the Group has concluded with JM AB on the disposal of part of Göteborg parking agreements for, for instance, garages and Olskroken 18:7. The disposal comprised an area of parking spaces, as well as agreements for advertis- land of approximately 5,000 sq. m. with an underlying signs and masts. ing property value of MSEK 150. The property will be vacated when the detailed development plan and the partition of land have been completed, which is estimated to be no later than the first quarter of 2018.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 97 Legal considerations and supplementary information

Göteborg Gullbergsvass 5:26 ment targets and various property-specific condi- In November 2013, Platzer, via its subsidiary AB tions, there are different types of construction Platzer Öst, acquired the property Göteborg Gull- contracts. All of the Group’s contracts are however bergsvass 5:26 from Skanska Fastigheter Göteborg entered into on customary standard industry terms by means of a company acquisition. The acquisition on the market. Platzer is currently in the process of was completed in December 2013 and was condi- preparing its own contract templates. With the tional on Platzer’s listing on Nasdaq Stockholm and exception of the development projects described the associated new share issue. The underlying below, none of the ongoing projects are considered property value was just over MSEK 617. Skanska has to be of material importance to Platzer. given customary warranties in respect of the property, relating to, among other things, insurance Gamlestaden 740:132 policies, lease agreements, inspections and con- In December 2014, Platzer entered into an agree- trols according to applicable legislation, as well as ment with SERNEKE Group AB on the acquisition of contamination. With some exceptions, Skanska’s land and building rights for the development of liability for any breach of warranty is however Gamlestaden Resecentrum (the property Gamlesta- limited by, among other things, information provid- den 740:132). The project comprises premises with ed to Platzer before the agreement was concluded. approximately 16,000 sq. m. of lettable area and As at the date of this Prospectus, Skanska’s warran- according to the agreement, Platzer shall be respon- ty undertaking has expired and Platzer has not sible for, among other things, letting and financing, submitted any claims for compensation under the while SERNEKE shall have the overall responsibility warranties. for the construction project. The construction contract is based on the standard industry terms Acquisition of property portfolio from Wallenstam and conditions ABT 06 and contains customary In December 2014, Platzer, via its subsidiaries AB provisions with regard to, for instance, warranty Platzer Öst and AB Platzer Kommanditen, complet- periods and contractor liability. The cost of the ed the acquisition of a property portfolio from project is estimated to approximately MSEK 480. Wallenstam. The portfolio, which comprises the Construction under the project commenced in the properties Göteborg Skår 57:14, Göteborg Krokslätt second quarter of 2016 and is expected to be 148:13, Göteborg Krokslätt 149:10, Göteborg Kro- completed in the second quarter of 2018. Västtrafik kslätt 34:13 and Göteborg Högsbo 2:2, primarily has signed a long-term lease agreement for parts of consists of office properties in the area around the the transport hub. Almedal factories and Mölndalsvägen. The transaction comprised approximately 36,000 sq. m. of Gårda 1:15 lettable area in existing buildings and building In September 2014, Platzer signed a lease agree- rights of approximately 25,000 sq. m. The underly- ment with the Swedish Migration Agency regarding ing property value was MSEK 700. According to the premises on, among others, the property Gårda transfer agreement, Wallenstam has given custom- 1:15. Buildings on the property have been subject to ary warranty undertakings in respect of the adjustments under a construction contract properties, which have expired as per the date of between Platzer and PEAB Sverige AB. The con- this Prospectus. Platzer has not submitted any struction, which was based on the standard claims for compensation under the warranties. industry terms and conditions AB 04, was completed in September 2016 and the total cost of the Agreements relating to project development project amounted to approximately MSEK 110. In addition to acquisitions of existing properties, Platzer also conducts property and project develop- Hårddisken 1 ment, comprising development of existing build- In May 2015, Platzer acquired the property Hård- ings, for instance by means of additions, extensions disken 1 from Mölndal Municipality. The property or conversions, as well as new construction on value was approximately MSEK 11 and the acquisi- undeveloped land or demolition of existing build- tion comprise approximately 8,200 sq. m. of land ings within the framework of a new construction with a building right of approximately 5,000 sq. m. project. In addition, Platzer is also involved in In connection with the acquisition, the Company development of entire areas in collaboration with, signed a twelve-year lease agreement with Armatec for instance, other property companies. AB and a construction contract with Billström Platzer does not have any construction capacity Riemer Andersson Bygg AB regarding the new itself but engages subcontractors for the Group’s construction of a head office and warehouse for development projects. Due to the various invest- Armatec AB. The construction contract is based on

98 INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Legal considerations and supplementary information

ABT 06 and contains customary provisions with equity/assets ratio, interest cover ratio and loan- regard to, for instance, allocation of responsibili- to-value ratio. In the event that Platzer does not ties, warranties and delay penalties. The construc- comply with these financial conditions, the agree- tion on the property adheres to the environmental ments may be terminated and fall due for immedi- certification system Miljöbyggnad Silver and the ate payment. Furthermore, the majority of the loan project is expected to be completed in the first agreements contain so-called cross default provi- quarter of 2017. sions, meaning that a loan under a specific loan agreement may be terminated and fall due for Gårda 3:14 immediate payment in the event that Platzer or In February 2014, Platzer entered into a construc- another company in the Group is in breach of the tion contract with PEAB Sverige AB regarding the terms of one of the Company’s other loan agree- development of the property Gårda 3:14, according ments. to which PEAB had the overall responsibility for the In addition, Platzer concluded a loan agreement construction project. The construction contract is with SEB in October 2016 for the financing of the based on the standard industry terms and condi- Artosa acquisition. The new loan is for approxi- tions ABT 06 and contains customary provisions mately SEK 1.6 billion, and will fall due for payment with regard to, for instance, warranty periods and four years after the conclusion of the loan agree- contractor liability. The project cost was approxi- ment. Platzer has the facility to utilize a one-year mately MSEK 255. The project was completed in the bridge loan of up to MSEK 700 in the event that the third quarter of 2015 with occupation in September Offer should not have been completed by the time and October of the same year. The warranty period of completion of the acquisition of the Artosa for the construction is five years from the final portfolio. The loan agreement is associated with inspection. As per the date of this Prospectus, financial terms similar to those applicable to the Platzer has not submitted any claims in respect of Group’s other bank debt financing. The shares in the construction contract. the subsidiary that has taken out the loan, as well as mortgages on some of the Group’s properties Financing arrangements have been pledged as security for the financing. Property companies, including Platzer, often have a For more information on the Group’s credit significant debt and a number of creditors. In order agreements, refer to the section “Capitalization, to secure the Group’s long-term financing and indebtedness and other financial information”. liquidity requirements, Platzer is continuously seeking to renegotiate existing financing arrange- Bonds ments and, if necessary, arrange new financing. In addition to customary bank loans, Platzer has Platzer’s financing arrangements mainly comprise raised financing through the issuance of bonds. traditional bank loans with property mortgages as In December 2015, Platzer issued a so-called “green security. In order to reduce its exposure to interest bond” of approximately MSEK 300. The bond was rate changes in respect of the part of the Group’s issued via Nya SFF. Nya SFF is a financing company, borrowing that has variable interest rates, Platzer owned by a number of listed property companies, uses interest rate swaps. including Platzer, and formed specifically for the As at 30 September 2016, the Company’s inter- purposes of issuing bonds within the framework of est-bearing liabilities amounted to approximately so-called MTN programs. The loan amount under SEK 6.3 billion, of which SEK 3.4 billion, represent- the bonds is thereafter lent by Nya SFF to Nya SFF’s ing 54 percent, matured or are due for renegotiation owners in accordance with separate loan agree- in 2016 and 2017 and SEK 2.9 billion, representing ments. As security for the bonds issued by Nya SFF, 46 percent, matures in 2018 and 2019. As at the Platzer has provided mortgages on some of the same date, Platzer had a total outstanding nominal Group’s properties. Platzer has also pledged all the amount of SEK 4.4 billion in interest rate swaps. The shares in the Group company which owns the liabilities primarily relate to 18 loan agreements pledged property. In accordance with the terms and with Svenska Handelsbanken AB (publ), Swedbank conditions of the separate loan agreements AB (publ), SEB, Nordea Bank AB (publ), Danske Bank between Nya SFF and its owners, among others A/S, Danmark, Sverige Filial and Stadshypotek Platzer, Nya SFF may call for immediate repayment Bank AB. The loan agreements are associated with of the loan, for instance in the event that Platzer certain financial conditions that must be met to should fail to fulfill its obligations in accordance ensure continued financing. The conditions relate with the terms and conditions of the loan agree- to certain future levels in relation to, for example, ment. The bond pays annual interest based on the

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 99 Legal considerations and supplementary information

three-month Stibor plus 90 basis points and has limited, with some exceptions, by information been admitted for trading on Nasdaq Stockholm. provided to Platzer in connection with the acquisi- The bond will mature on 20 November 2017. tion. The seller’s warranty undertakings are further In October 2016, Platzer issued an additional subject to customary limits in amounts and limita- green bond of approximately MSEK 500, the terms tion periods. of which are in all material respects the same as The properties comprised in the Artosa portfolio described above. The bond pays annual fixed have been used in operations that may have caused interest of 0.51 percent and is listed on Nasdaq environmental contamination. Among other Stockholm. The bond will mature on 28 February things, the properties in question have been used 2019. in the shipbuilding and automotive industries. Prior to entering into the agreement regarding the The acquisition of the Artosa portfolio acquisition of the Artosa portfolio, Platzer and On 20 October 2016, Platzer, via its wholly owned VGRE have conducted environmental inspections subsidiary AB Platzer Jota (under name change to of the relevant properties. Based on the results of Platzer Artosa AB), entered into agreements regard- these inspections, Platzer and VGRE have, between ing the acquisition of all the shares in a number of the parties, agreed on allocation of the environ- property-owning companies controlled by VGRE. mental liability between them. The agreement The Artosa portfolio comprises ten properties entails, in principle, that Platzer accepts liability in with a lettable area of approximately 338,000 sq. m. relation to VGRE and companies within the same as well as land in Arendal, Torslanda and Säve. The group as VGRE for all potential costs attributable to land area comprises approximately 3,600,000 sq. m. contamination except such contaminations which In the transaction, the properties have been given was not discovered through the conducted environ- an assessed underlying property value of approxi- mental inspections and which are attributable to mately SEK 2.8 billion and have an annual rental operations within the automotive industry con- value of approximately MSEK 300. Platzer is intended ducted by VGRE or by companies in the same group to complete the transaction on 15 December 2016 as VGRE. VGRE is liable for the latter. Prior to the and will on the day of completion settle the entire acquisition, Platzer and VGRE commissioned a consideration in cash.1) The completion date may technical consultant to assess the potential costs however be postponed in the event that, among of contamination incidence in soil, water or other things, the relevant property registrations groundwater, and the Company is therefore aware are appealed. Platzer Fastigheter Holding AB (publ) of the estimated costs related to the potential has undertaken to meet all of the obligations of environmental risk. AB Platzer Jota under the transfer agreements with primary liability. Disputes The seller warrants that, among other things, Platzer has not been involved in any legal proceed- the seller is the owner of the shares that are encom- ings or arbitration proceedings of major signifi- passed by the transfer agreements, the proper- cance in the last twelve months (including matters ty-owning companies are not subject to bankrupt- not yet resolved or matters that Platzer is aware cy, liquidation or similar proceedings, the may arise), which have had or could have a signifi- property-owning companies have registered title to cant impact on the Company’s or the Group’s the properties covered by the transfer agreements, financial position or profitability. the mortgages of the transferred properties are not The Group is however engaged in four older subject to pledges, all non-residential lease agree- disputes. The disputes are related to sales of ments and commercial leasehold agreements properties and business and contract work pertain- relating to the properties covered by the transfer ing to the construction business once operated by agreements are reported in the transfer agree- Platzer Fastigheter AB. The Company’s largest ments and also that the seller will ensure that the indirect shareholder, Ernström & C:o AB, has issued property-owning companies will conduct their a letter of indemnity, whereby Ernström & C:o AB business as usual until the date of completion. guarantees to indemnify the Group with regard to The seller’s liability for any breach of warranty is these disputes.

1) The acquisition is structured as a company acquisition, which means that it is the shares in the property-owning companies that are acquired. The consideration for these shares is SEK 1.6 billion. The difference between this amount and the underlying property value, which is approximately SEK 2.8 billion, consists primarily of redemption of liabilities relating to the acquired companies, as well as a deduction for deferred taxes of MSEK 90.

10 INVITATION0 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Legal considerations and supplementary information

Environment Insurance Platzer is very focused on environmental efforts The Platzer Group has the usual business insurance in areas where property management has high at group level, including property insurance, impact: energy consumption, carbon dioxide principal’s liability, travel insurance and insurance emissions, choice of materials for conversions and of premises. The Company has also contracted new construction, hazardous agents in existing liability insurance for the board of directors and buildings and waste management. In 2015, 15 senior executives. The insurance cover is reviewed properties were environmentally certified, and in on an ongoing basis. The board of directors is of the 2016 another two properties have been certified. opinion that the scope of the Group’s insurance At end-September 2016, approximately 79 percent cover is adequate for the Group’s current business of Platzer’s properties had been awarded environ- activities. The Company has no major insurance mental certification according to GreenBuilding, claims. Breeam, Leed or Miljöbyggnad. In all its purchasing from suppliers and contractors, Platzer demands Taxation that the companies take a systematic approach to The Group has not been the subject of any tax environmental work in order to ensure that every- audits in the last three financial years. In two one working for the Group is focused on the same separate cases, Platzer has been refused the right to targets. The companies should also have an envi- deduct VAT on expenses relating to the listing of ronmental manager and the contractor must be the Company’s class B share on Nasdaq Stockholm. able to answer questions about procured goods and The cases have been appealed to the Administra- choices of products and materials. Furthermore, as tive Court of Appeal in Gothenburg. The disputed from 1 January 2016, all electricity purchased for amounts are however limited and will, in the event the Group’s properties is produced from wind of a negative ruling against the Company, not have power. an impact on the Company’s financial position. Platzer does not operate any activities which require special authorization or must be reported Intellectual property rights in accordance with the Environmental Code, but Platzer owns the rights to the “Platzer” trademark. the Company is required to register and report The Company does not own any other significant plants using refrigerants in accordance with EU intellectual property rights. Regulation No 517/2014 on fluorinated greenhouse Subscription and guarantee undertakings1) gases. The Group’s property portfolio is inspected Platzer has received gratuitous subscription and on a regular basis and properties are analyzed at guarantee undertakings in respect of the Offer acquisition with regard to both energy consump- from a number of shareholders in the Company. tion and environmental risks. Platzer is not cur- These shareholders have also undertaken not to rently the subject of any claims for rehabilitation or reduce their respective holdings as per the date indemnification due to contamination. when each undertaking was signed until the For information about relevant environmental completion of the Offer. The undertakings are not aspects of the acquisition of the Artosa portfolio, secured by means of bank guarantees, blocked refer to the section “The acquisition of the Artosa funds, pledges or similar arrangements. portfolio” above.

1) Länsförsäkringar Göteborg och Bohuslän Fastigheter AB’s, AnJa Invest AB’s and Gårda Intressenter AB’s respective subscription undertaking relates to all shares these shareholders are entitled to subscribe for with pre-emptive rights in the Offer. AlbMin AB’s, Hobohm Brothers Equity AB’s, Agneta Hielte’s, Cecilia Hielte’s, Fabian Hielte’s, Victor Hielte’s and Susanne Hobohm’s (the “Hielte/Hobohm family”) respective subscription undertaking relates to those pre-emptive parts which these shareholders would have been entitled to subscribe for, should the Offer, hypothetically, have amounted to MSEK 500. Ernström Kapital AB’s subscription undertaking relates to all shares which the company is entitled to subscribe for with pre-emptive rights in the Offer, as well as to a guarantee undertaking to subscribe for the Hielte/Hobohm family’s pre-emptive parts, attributable to the part of the Offer exceeding MSEK 500. The guarantee undertaking hence amounts to just over MSEK 43.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 101 Legal considerations and supplementary information

Shareholder Date of undertaking Address Undertaking, SEK Ernström Kapital AB 19 October 2016 P.O. Box 11304, SE-404 27 Gothenburg 118,251,272 Länsförsäkringar Göteborg och 20 October 2016 SE-404 84 Gothenburg 120,902,990 Bohuslän Fastigheter AB AnJa Invest AB 20 October 2016 c/o Backahill AB, P.O. Box 1159, 37,402,340 SE-262 22 Ängelholm Gårda Intressenter AB 19 October 2016 P.O. Box 211, SE-401 23 Gothenburg 3,785,117 AlbMin AB 19 October 2016 P.O. Box 11304, SE-404 27 Gothenburg 19,009,341 Hobohm Brothers Equity AB 19 October 2016 P.O. Box 11304, SE-404 27 Gothenburg 11,270,312 Agneta Hielte 19 October 2016 P.O. Box 11304, SE-404 27 Gothenburg 23,438,126 Cecilia Hielte 19 October 2016 P.O. Box 11304, SE-404 27 Gothenburg 5,635,156 Fabian Hielte 19 October 2016 P.O. Box 11304, SE-404 27 Gothenburg 7,812,70 9 Victor Hielte 19 October 2016 P.O. Box 11304, SE-404 27 Gothenburg 5,635,156 Susanne Hobohm 19 October 2016 P.O. Box 11304, SE-404 27 Gothenburg 26,799,034 Total – – 379,941,553

The subscription and guarantee undertakings that hill AB). In 2013, Platzer acquired the rights to the have been made cover approximately 53 percent of trademarks “Platzer” and “P” from Ernström & C:o the total number of shares in the Offer (correspond- AB (a company in the same group as Ernström ing to just under MSEK 380). Kapital AB). The consideration was less than the In addition, Länsförsäkringar Fastighetsfond, market value according to an external valuation. Länsförsäkringar Trygghetsfond, The Fourth The total amount of the above transactions during Swedish National Pension Fund, Carnegie funds1) the financial years 2015, 2014 and 2013 were and Svolder AB, which, in aggregate, hold approxi- insignificant. mately 25 percent of the shares in the Company, have issued non-binding declarations of intent to Advisers’ interests subscribe for their respective pre-emptive parts in SEB is the financial adviser to Platzer in connection the Offer. with the Offer. SEB has provided, and may also in No compensation has been paid or will be paid the future provide, various banking, financial and for these subscription and guarantee undertakings investment services, as well as commercial and and declarations of intent. other services to Platzer, for which SEB has received, and may in the future receive, remunera- Related party transactions tion. Furthermore, SEB is a lender to the Company, There are no material contractual relationships or refer to section “Capitalization, indebtedness and transactions between Platzer and related parties, other financial information – Credit agreements”. with the exception of the agreements described below. All related party transactions have been Costs related to the Offer entered into on market terms. Upon full subscription, the Offer will raise approxi- Platzer in its role as landlord has entered into mately MSEK 718 to Platzer. The issue amount is lease agreements with companies in the Ernström subject to estimated deductions of approximately group (which includes Platzer’s largest shareholder MSEK 12 in respect of costs attributable to remu- in terms of voting power, Ernström Kapital AB) and neration to financial and legal advisers and other Länsförsäkringar (one of Platzer’s major share estimated transaction costs relating to the Offer holders). Furthermore, Platzer has entered into (issue expenses). The net amount raised by the insurance agreements with Länsförsäkringar and Company is thus estimated to approximately consulting agreements with Hansan AB (an affiliated MSEK 706. company to the indirect major shareholder Backa-

1) Carnegie strategifond, Carnegie Sverige Select, Carnegie Strategy and Carnegie All Cap.

10 INVITATION2 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Legal considerations and supplementary information

Group structure

Platzer Fastigheter Holding AB

Platzer Finans Holding AB AB Platzer Alpha Platzer Nord AB AB Platzer Öst Platzer Syd AB AB Platzer Väst

Platzer Finans AB Platzer Fastigheter AB

AB Platzer Gamma

AB Platzer Högsbo 4:6 AB Platzer Högsbo 1:4 AB Platzer Högsbo 3:9 AB Platzer Högsbo 32:3 ABi Platzer Ks AB Platzer Högsbo 33:1

AB Nya Platzer AB Platzer Högsbo 39:1 AB Platzer Högsbo 3:6 AB Platzer Högsbo 34:13 AB Platzer Omikron AB Platzer Högsbo 4:1 Högsbo 4:4

AB Platzer AB Platzer AB Platzer AB Platzer AB Platzer AB Platzer AB Platzer Backaplan Gullbergsvass 1:17 Tingstadsvassen 4:3 Gullbergsvass 5:26 Backa 173:2 Gamlestaden 740:132 Lindholmen 30:2

AB Platzer AB Platzer AB Platzer Gårda 13:7 AB Platzer Gårda 8:2 AB Platzer Centrumhuset Krokslätt 34:13 Olskroken 18:7

K B Platzer Tingstads- vassen 3:8

AB Platzer AB Platzer AB Platzer Platzer Förvaltning AB AB Platzer Kappa AB Platzer Lambda AB Platzer My Älvsborg 178:9 Stigberget 34:13 Gullbergsvass 5:10

K B Platzer Hoberg HB HB Oktanten Förvaltning

AB Platzer Balltorp AB Platzer AB Platzer Jota AB Platzer Teta AB Platzer Hårddisken 1 1:135 Lorensberg 62:1

AB Platzer AB Platzer AB Platzer AB Platzer AB Platzer Gårda 3:14 AB Platzer Gårda 16:7 Bosgården 1:171 Brämaregården 35:4 Nordstaden 13:12 Nordstaden 20:5

K B Platzer K B Platzer K B Platzer K B Platzer K B Platzer K B Platzer K B Platzer K B Platzer K B Platzer AB Platzer AB Platzer AB Platzer Krokslätt 149:10 Skår 57:14 unä Gårda 4:11 Livered 1:329 Högsbo 2:1 Epsilon Gårda 2:12 Fänkålen 2 Solsten 1:132 Stampen 4:42 Nordstaden 14:1 Kommanditen unä

AB Platzer AB Platzer K B Platzer K B Platzer Stampen 4:44 Gullbergsvass 1:1 K B Platzer K B Platzer K B Platzer K B Platzer K B Platzer K B Platzer Krokslätt 148:13 Bagaregården Högsbo 2:2 unä Gårda 3:12 Forsåker 1:196 Högsbo 3:5 Delta Solsten 1:110 unä 17:26

K B Platzer Stampen 4:42

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 103 Tax issues in Sweden

Tax issues in Sweden

Below is a summary of certain Swedish tax issues related to the Offer for private individuals and limited liability companies that are residents of Sweden for tax purposes (unless otherwise stated) and that hold class B shares or subscription rights in Platzer. The summary is based on current legislation and is only intended to provide general information regarding shares and subscription rights during the period when the securities of class B are traded on Nasdaq Stockholm.

The summary does not cover: • class A or C shares in Platzer; • situations where securities are held as current assets in business operations (for tax purposes); • situations where securities are held by a limited partnership or a partnership; • situations where securities are held in an investment savings account (Sw. investeringssparkonto); • t he special rules regarding tax-free capital gains (including non-deductible capital losses) and dividends that may be applicable when the investor holds shares or subscription rights in Platzer that are deemed to be held for business purposes (for tax purposes); • t he special rules which in certain cases may be applicable to shares in companies which are or have been so-called close companies or to shares acquired by means of such shares; • t he special rules that may be applicable to private individuals who make or reverse a so called investor deduction (Sw. investeraravdrag); • foreign companies conducting business through a permanent establishment in Sweden; or • foreign companies that have been Swedish companies.

Further, special tax rules apply to certain categories of companies. The tax consequences for each individual security holder depend on the holder’s particular circumstances. Each holder of securities is advised to consult an independent tax advisor as to the tax consequences relating to the holder’s particular circumstances that could arise from the Offer, including the applicability and effect of foreign tax legislation (including regulations) and provisions in tax treaties.

General on listed securities taxed as shares (however not Private individuals mutual funds, Sw. värdepappersfonder, or hedge For private individuals resident in Sweden for tax funds, Sw. specialfonder, containing Swedish receiv- purposes, capital income such as interest income, ables only, Sw. räntefonder). Capital losses not dividends and capital gains is taxed in the capital absorbed by these set-off rules are deductible at income category. The tax rate in the capital income 70 percent in the capital income category. category is 30 percent. Should a net loss arise in the capital income The capital gain or the capital loss is computed category, a reduction is granted of the tax on as the difference between the consideration, less income from employment and business operations, selling expenses, and the acquisition value. The as well as national and municipal property tax. acquisition value for all shares of the same class This tax reduction is 30 percent of the net loss that and type shall be added together and computed does not exceed SEK 100,000 and 21 percent of any collectively in accordance with the so-called remaining net loss. A net loss cannot be carried average method (Sw. genomsnittsmetoden). In this forward to future tax years. context, it should be noted that BTAs are not For private individuals resident in Sweden for regarded as being of the same class and type as the tax purposes, a preliminary tax of 30 percent is existing shares in Platzer until the resolution withheld on dividends. The preliminary tax is concerning the new issue has been registered with normally withheld by Euroclear Sweden or, in the Swedish Companies Registration Office. As an respect of nominee-registered shares, by the alternative, the so-called standard method (Sw. nominee. schablonmetoden) may be used at the disposal of listed shares. This method means that the acquisi- Limited liability companies tion value may be determined as 20 percent of the For limited liability companies (Sw. aktiebolag) all consideration less selling expenses. income, including taxable capital gains and divi- Capital losses on listed shares and other listed dends, is taxed as income from business operations securities taxed as shares (such as subscription at a rate of 22 percent. Capital gains and capital rights and BTAs) may be fully offset against taxable losses are calculated in the same way as described capital gains the same year on shares, as well as for private individuals above.

10 INVITATION4 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Tax issues in Sweden

Deductible capital losses on shares and other taxation is triggered. The acquisition value for securities taxed as shares may only be offset subscription rights is calculated in accordance with against taxable capital gains on shares and other the average method. The standard method may be securities taxed as shares. A net capital loss on used for listed subscription rights acquired in the shares and other securities taxed as shares that aforementioned manner. If the subscription right is cannot be utilized during the year of the loss, may not exercised or sold and therefore expires, the sub- be carried forward (by the limited liability company scription right is deemed to be disposed of for SEK 0. that has suffered the loss) and offset taxable capital gains on shares and other securities taxed as Shareholders and holders of subscription shares in future years, without any limitation in rights not resident in Sweden for tax purposes time. If a capital loss cannot be deducted by the For shareholders not resident in Sweden for tax company that has suffered the loss, it may be purposes that receive dividends on shares in a deducted from another legal entity’s taxable capital Swedish limited liability company, Swedish with- gains on shares and other securities taxed as holding tax is normally withheld. The same with- shares, provided that the companies are entitled to holding tax applies to certain other payments made tax consolidation (through so-called group contri- by a Swedish limited liability company for example butions) and both companies request this for a tax payments as a result of redemption of shares and year having the same filing date for each company repurchase of shares through an offer directed to (or, if one of the companies’ accounting liability all shareholders or all holders of shares of a certain ceases, would have had the same filing date). class and liquidation of the company. The tax rate Special tax rules may apply to certain categories of is 30 percent. The tax rate is, however, generally companies or certain legal persons, e.g. investment reduced through tax treaties. In Sweden, withhold- companies. ing tax deductions are normally carried out by Euroclear Sweden or, in respect of nominee-regis- Exercise of received subscription rights tered shares, by the nominee. Sweden’s tax treaties If shareholders in Platzer exercise their received generally admit to reduction of the withholding tax subscription rights to acquire new shares, no tax is in accordance with the treaty’s tax rate directly at levied. the time of distribution provided that Euroclear Sweden or the nominee have received the required Sale of received subscription rights information about the person entitled to the Shareholders that do not wish to make use of their distribution. Investors who are entitled to a pre-emption right to participate in the Offer can reduced tax rate according to a tax treaty can sell their subscription rights. At the disposal of demand repayment from the Swedish Tax Agency subscription rights the taxable capital gain shall be if the tax at source has been withheld with a higher calculated. Subscription rights deriving from the tax rate. holding of shares in Platzer are deemed to be Shareholders and holders of subscription rights acquired for SEK 0. The standard method may not not resident in Sweden for tax purposes are nor- be used to determine the acquisition value in this mally not liable for capital gains taxation in Sweden situation. The entire consideration less selling upon disposals of shares or subscription rights. expenses is thus liable to taxation. The acquisition Shareholders and holders of subscription rights, value of the original shares is not affected. A respectively, may however be subject to taxation in subscription right that is not exercised or sold and their state of residence. therefore expires is deemed to be disposed of for According to a special rule, private individuals SEK 0. Since subscription rights received in the not resident in Sweden for tax purposes are, aforementioned manner, are deemed to be acquired however, subject to Swedish capital gains taxation for SEK 0, neither a capital gain nor a capital loss upon disposals of shares and subscription rights in will arise. Platzer, if they have been residents of Sweden due to a habitual abode or stay for more than six Acquired subscription rights consecutive months in Sweden at any time during The amount payable by anyone buying or similarly the calendar year of disposal or the ten calendar acquiring subscription rights in Platzer constitutes years preceding the year of disposal. In a number of the acquisition value of the same. No tax is levied if cases though, the applicability of this rule is limited these subscription rights are exercised to subscribe by the applicable tax treaty. for shares. The acquisition value of the subscription rights shall be included when calculating the acquisition value of the shares. If the subscription rights on the other hand are sold, capital gains

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 105 Glossary

Glossary

Area Distinct geographical section of Gothenburg’s office market. Basic rent Rent excluding supplementary charges for premises such as supplementary charges for media consumption, property tax or other agreed supplementary rental charges. Carrying amount Refer to Property value. CBD Central Business District. the Code The Swedish Corporate Governance Code. Economic occupancy rate Rental income as a percentage of rental value. Economic vacancy rate Estimated market rent of vacant premises in current condition in relation to rental value. Earning capacity Income on an annual basis excluding rent discount but including all supplementary charges, with deductions for property costs, including property administration. Euroclear Sweden Euroclear Sweden AB. Floor area vacancy rate Vacant area in relation to total lettable area. Geographical area Geographical division of Gothenburg into four areas in which Platzer operates (Central Gothenburg, North/East Gothenburg, South/West Gothenburg and Artosa). Ground rent Annual payment made by the holder of a leasehold property to the owner of the property. Ground rent is deductible under capital income. Investment property Property not classified as a project property. Leasehold The right to use and transfer without restrictions a property without owning it. Leasehold is treated the same as outright ownership (freehold) for taxation purposes, which means that the leaseholder is liable for municipal property fees. Disposal of leasehold is subject to the same regulations as disposal of a freehold property. Market segment Prioritized and defined area in which Platzer operates. Market value Refer to Property value. Nasdaq Stockholm The regulated market operated by Nasdaq Stockholm Aktiebolag. the Offer The offer to subscribe for shares in Platzer in accordance with the terms and conditions of this Prospectus. Operating surplus Refer to Earning capacity. Platzer, the Company or Platzer Fastigheter Holding AB (publ), the Group of which Platzer Fastigheter Holding AB (publ) the Group is the parent company or, depending on the context, a subsidiary in the Group. Prime rent The highest public annual rental level per sq. m that could in theory be expected for letting of office space of the best possible quality and in the best possible location. The rental level reflects normal offices with a total area of at least 500 sq. m. Prime yield The best possible investment yield that could in theory be expected for an office property of the best possible quality in the best possible location. Project development Development of a property with no existing buildings, or where the structure of any existing buildings will not be used as the basis for development activities. Project property Property comprising land only, or land with a building whose original structure will not be utilized. Property category Classification of Platzer’s property portfolio into the categories office/retail, industrial/ warehouse/other, and project properties. Property development Development of a property with existing buildings, where the original structure of the building is used as the basis for development activities. Property tax Governmental property tax which is payable annually on properties that do not include residential premises and which in the assessment for taxes on real property are designated as small property unit, agricultural unit with land, owner-occupied apartment, rental apartment block unit, industrial unit or electricity producing unit.

10 INVITATION6 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Glossary

Property value Estimated value based on Platzer’s internal property valuation. the Prospectus This prospectus. Rental income Rents charged plus supplementary charges to cover, among other things, heating costs and property tax. Rental value Rental income plus the estimated market rent of vacant premises (in their existing condition). Rent discount Reduction in the contracted rent for premises for a limited period of time. Rent supplement Agreed supplementary charge, payable by the tenant in addition to the contracted rent. SEB Skandinaviska Enskilda Banken AB (publ). SEK Swedish kronor. Surplus ratio Operating surplus in relation to reported rental income. Utility costs Costs relating to, among other things, heating, electricity and water, which, to a large extent, are passed on to tenants in the form of rent supplement.

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 107 The property Gårda 16:17, Drakegatan 6-10 – Area Gårda. Interim report

Interim report

Interim Report 1 January - 30 September 2016

• Rental income increased to SEK 492 million (429) • Income from property management improved by 19% to SEK 232 million • Profit for the period amounted to SEK 183 million (391) • Property portfolio increased in value to SEK 10,813 million (9,784) • Net asset value per share was SEK 41.52 (38.62) • Earnings per share amounted to SEK 1.84 (4.08) • New financial targets established • First acquisition in Lindholmen • Construction start at Gamlestads torg • Positive planning decision for Södra Änggården by the Building Committee

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 109 Interim report

PLATZER IN BRIEF

HOVRÄTTEN

Platzer is one of the largest and leading commercial property companies in Gothenburg, primarily in office property. The company owns and develops 61 properties with a total area of approximately 480,000 sq. m. Platzer creates value through letting and management, property projects and urban development, as well as acquisitions and disposals of properties. Platzer prioritises good relation- HOVRÄTTEN ships with tenants and offers a service that focuses on close relationships and commitment. At the end of the period, Platzer had 63 employees.

Business concept New financial targets Platzer creates value by owning and developing Since Platzer has achieved its financial target for properties in the Gothenburg area. net asset value per share of SEK 40 already in 2016 HOVRÄTTEN rather than in 2017, new financial targets have Vision been established and approved by the board. Platzer is to be the leading property company in commercial premises in the Gothenburg Our new targets are: area. • Long-term net asset value (EPRA NAV) is to Strategy increase by > 10% per year • Grow and be a leading player in the Gothen- • Equity/assets ratio > 30% burg area, focusing on selected segments. • Loan-to-value ratio not to exceed 65% in the • Develop long-term relationships on a com- long term mercial, sustainable and ethical basis by ac- • Interest coverage ratio > 2.0 tively working with customers and suppliers. • Property and project investments to produce • Conduct continuous improvements of the a return on investment of > 20% property portfolio through value-generating property and project development. For outcome, see Key Performance Indicators • Debt financing of the business based on the on page 14 and Key Performance Indicators per value of properties. Use existing cash for val- share on page 27. ue-generating property investments.

Sustainability Sustainability is about continually taking decisions that facilitate long-term, sustainable development. This is achieved by reaching a balance between several factors -a healthy financial position, satisfied employees, minimal environmental impact and a positive contribution to society. At Platzer, sustainability is an integral part of operating activities and applies to economic, ecological and social sustainability. The company takes a systematic approach to day-to-day environmental performance and Platzer has held ISO 14001 certification since 2009.

2 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

11 INVITATION0 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

A WORD FROM THE CEO – Our largest acquisition so far

ince the end of the third quarter, Platzer future development rights in the best logistics has signed an agreement on the acquisi- location in Sweden. In order to finance the Stion of ten properties on Hisingen from transaction, Platzer’s Board of Directors has AB Volvo in the districts of Arendal, Torslanda decided to carry out a rights issue worth SEK 700 and Säve. The most high-profile property is AB million. An Extraordinary General Meeting will Volvo’s former head office at the property Sörred be held on 14 November. A prospectus outlining 8:11. The value of the underlying properties is all the terms and conditions of the rights issue just under SEK 2.8 billion, which makes it the is expected to be published on 18 November. single largest transaction in Platzer’s history. The property portfolio comprises around Operating activities over the year 338,000 square metres of lettable area and an Platzer’s property assets and profits are contin- area of land of more than 3,600,000 square me- uing to show stable growth, in accordance with tres, of which around 2,000,000 square metres our strategic plan. Compared with the same pe- consists of undeveloped land. Offices account for riod in the previous year, the operating surplus 40% and logistics facilities for 60% of the lettable increased by 13%, while income from property area. The rental value is approximately SEK 300 management was up by 19%. Property assets million and the occupancy rate is 94%. 50% of were up by SEK 1.3 billion compared with 30 the rental value comprises premises and land let September 2015. Our ability to grow organically to companies in the AB Volvo group. at a rate of SEK 1-1.5 billion per year without raising funds through a share issue remains on For Platzer the transaction means that the com- track. Our net asset value per share rose to SEK pany is expanding its office portfolio into a new 41.52, an increase of 14% compared with the geographical area while also acquiring a portfo- same period in the previous year. lio of logistics facilities with an opportunity for

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 3

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 111 Interim report

Revised financial targets we are keeping a close eye on the situation in order The financial target for a net asset value of to be able to take action if necessary. SEK 40 per share in 2017, which we set ahead of Platzer’s stock market listing in autumn 2013, was We are making headway towards our goal of 100% achieved considerably earlier than we had expect- environmentally certified properties ed. We have now revised our target to a long-term, We continued to pursue our social and ecological annual target of an increase in EPRA NAV > 10% per sustainability efforts in the third quarter. year. At the same time we have elected to abolish our target for return on equity and instead add a At the beginning of 2016 we embarked on long-term target for interest coverage ratio and an investment cooperation with the Berättarministeriet founda- target. The targets for the equity/assets ratio and tion, which with the help of volunteers runs writing loan-to-value ratio remain unchanged. workshops for children and young people between the ages of 8 and 18 in areas with high unemploy- The revised financial targets should indicate what ment. Our cooperation has intensified as Berät- the company is aiming to deliver in the long term tarministeriet is getting ready for its Gothenburg in terms of profitable growth through owning and launch. The first writing workshop is expected to developing commercial properties. I think we have take place in 2017. So far the initiative has received managed to convey this through the combination of positive feedback from both schools and politicians targets we have now settled on. in Gothenburg.

Many building projects underway in the In the third quarter we also certified yet another Gothenburg area property under the Green Building scheme. In all, The vacancy rate in newly built premises in the cen- we have now certified 36 properties according to tral parts of Gothenburg is basically zero and there one of the leading environmental certification sys- is a large shortage of housing. Many zooing plans for tems. This means we have taken yet another step new production are in the final phase of the plan- towards our goal of having achieved environmental ning process. At the same time, work is about to certification for all our properties. begin on several large infrastructure projects such as the Hising bridge. With many building projects Growth in the Gothenburg region remains strong underway at the same time, there is always a risk of The Brexit result did not have the negative the construction market overheating, and this could impact on the property sector that many had happen in Gothenburg in a year or two. feared, rather the opposite. The share prices of the listed property companies rose over the Our ambition is for a significant proportion of summer before slipping back towards the end Platzer’s growth to be attributable to our own devel- of the period. Growth in the Gothenburg region opment projects in the coming years. We are well remains strong. Unemployment is lower in on the way to reaching an annual investment level Gothenburg than in any of the other metropol- of around SEK 500 million per year. itan areas in Sweden and among other things this can be attributed to Volvo Cars’ need to re- With low and falling required yields, rising rents, cruit staff. Most indicators suggest that growth housing shortages and fairly stable contracting in the region will continue and the future looks rates, the market for new construction has been very bright for the regional economy in gener- extremely favourable in the past few years. A more al and the construction and property sector in overheated construction market together with particular. higher required yields could change all this. We see no clear signs of this type of change right now, but

P-G Persson

4 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

11 INVITATION2 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

After the end of the financial period

PLATZER ACQUIRES PROPERTY PORTFOLIO WORTH APPROX. SEK 2.8 BILLION FROM VOLVO. TRANSACTION TO BE PARTLY FINANCED BY MEANS OF A RIGHTS ISSUE.

Platzer is to acquire a property portfolio comprising around 338,000 square metres of lettable area as well as land in the Arendal, Torslanda and Säve districts in Gothenburg from AB Volvo. The transaction is worth approximately SEK 2.8 billion and will partially be financed by means of a SEK 700 million rights issue.

Platzer’s largest acquisition ever not currently have any properties in the Arendal, Platzer has concluded an agreement with AB Torslanda and Säve districts, and add a new Volvo, through Volvo Group Real Estate (VGRE), on property type in the Logistics segment. the acquisition of a property portfolio in Gothen- burg. The portfolio comprises 10 properties with SEK 700 million rights issue a lettable area of approx. 338,000 square metres In order to finance the acquisition, Platzer’s Board as well as land in Arendal, Torslanda and Säve. of Directors is proposing a SEK 700 million rights The area of land is around 3,600,000 sq. m. In the issue. A decision is expected to be taken at the transaction the properties are valued at around Extraordinary General Meeting to be held on 14 SEK 2.8 billion and they have an annual rental November 2016. value of around SEK 300 million. The preliminary completion date is 15 December 2016. For more information, please see The largest tenants are companies in the Volvo platzer.se/financials. group, which together lease around 50% of the space. Other tenants include DFDS, Plastal, Tib- Projected property portfolio nor and Damco. The properties comprise around Area of Lettable 60% logistics properties and 40% offices. Name of property land, sq. m. area, sq. m. Arendal 764:20 (projected) 1,377,000 272,000

New geographical market and new segment Syrhåla 2:3 60,000 The deal is strategically important for Platzer Syrhåla 3:1 190,000 28,000 since it not only provides a good cash flow but Syrhåla 4:2 172,000 also offers a good opportunity to undertake Sörred 7:24 (projected) 65,000 15,000 urban development activities in the Arendal, Sörred 8:11 (projected) 244,000 11,000 “Hisingsleden” 65,000 Torslanda and Säve districts, sell development “Sörred Norra” 254,000 rights and develop AB Volvo’s current head office “Sörredsrondellen” 110,000 in Torslanda. The deal will both widen Platzer’s Åseby 7:2 1,138,000 12,000 geographical coverage, since the company does 3,675,000 338,000

Arendal district, Gothenburg

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 5

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 113 Interim report

COMMENTS JANUARY-SEPTEMBER 2016 Comparative values for income statement items refer to the corresponding period in the previous year and for balance sheet items as at 31/12/2015.

Results and a sharp increase in property tax this year. Income from property management in the first In terms of results, the tax is mostly com- nine months of the year amounted to SEK 232 mil- pensated for by tenants paying their share of lion (195), an increase of 19%. The improvement the actual property tax. Property operating in results was due to a larger property portfolio expenses and maintenance costs are subject compared with the same period in the previous to seasonal variations, with costs in the first year, completed development project which are and fourth quarter normally higher than in the now occupied and increased lettings in existing second and third quarters. properties. Changes in the value of properties for the period amounted to SEK 251 million (305) Operating surplus and changes in the value of financial instruments The operating surplus amounted to SEK 364 amounted to SEK -251 million (1). Profit after tax million (321), equivalent to an increase of 13%. for the period amounted to SEK 183 million (391). The surplus ratio remained at a high and stable level, and was 74% for the period (75). The The net asset value per share was SEK 41.52 as investment yield for the properties was 4.7% at 30 September. This means our target was (4.8). The lower yield is largely due to a larger achieved and even exceeded, over a year ear- project volume, in addition to which the falling lier than expected. Against this background, yield requirements in the market, which, all Platzer’s Board of Directors has decided to set else being equal, boost property values, result- new targets for the company. ed in a lower investment yield. • Long-term net asset value (EPRA NAV) is to increase by > 10% per year Central administration • Equity/assets ratio > 30% Central administration for the fist nine months • Loan-to-value ratio not to exceed 65% of the year amounted to SEK -25 million (-24). • Interest coverage ratio > 2.0 Costs in the third quarter were lower than • Property and project investments to produce in previous quarters (holiday period), while a return on investment of > 20% non-recurring items also had a positive effect on costs. The number of staff at the end of the Rental income period was 63, compared with 52 at the same Rental income increased by 15% and amounted time in the previous year. The current share to SEK 492 million for the period (429), an in- incentive programme weighed down the result crease that was primarily due to a larger proper- for the period by SEK -1 million (-1 ). ty portfolio, new lettings and completed development projects. Rental income from existing lease Net financial items agreements was estimated to amount to SEK 705 Net financial items for the period amounted million (633) on an annual basis on the balance to SEK -107 million (-102). Market interest rates date. The economic occupancy rate for the peri- were lower compared with the same period in od was 93% (91). Platzer has several large pro- 2015 (margins slightly higher), and the high- jects/rebuilding projects underway, where lease er financial cost is entirely due to the slightly agreements have been signed and occupancy is larger property portfolio and thus increased scheduled for the coming quarter. Rebuilding has borrowings. At the end of the period, the aver- a negative impact on both income, results and age interest rate, including the effects of signed occupancy rate during the project phase. derivative instruments, was 2.24% (2.41).

Property costs Tax Property costs for the period amounted to Tax expense for the period amounted to SEK SEK -128 million (-108), an increase that was 49 million (110). Property disposals, which primarily due to the larger property portfolio give rise to realised capital gains/losses, are

6 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

11 INVITATION4 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

normally conducted as company divestments. ber 2016 was 5.3%, down from 5.5% at end-Sep- This means the gains are exempt from tax, tember in the previous year. which also had an impact on tax for the period. The properties Lindholmen 30:2 and Lorens- Tax paid for the period amounted to SEK 18 berg 62:1 were acquired in the period, the for- million (19). mer by means of a company acquisition. The property Gårda 8:2 was disposed of through a Cash flow company divestment. Investments in existing Net investments in properties in the period properties in the period amounted to SEK 383 amounted to SEK 783 million (843). Property million (282), with the largest individual in- acquisitions amounted to SEK 437 million (739) vestments being the new build projects Hård- and disposals to SEK 42 million (178). Invest- disken 1, Mölndal and Gamlestaden 740:132, as ments in existing properties amounted to SEK well as the rebuilding project Livered 1:329. 388 million (282). Cash flow for the period, after dividends worth SEK 96 million had been paid Equity out to shareholders, totalled SEK -98 million The group’s equity as at end-September to- (48). Cash and cash equivalents stood at SEK talled SEK 3,681 million (3,592) following the 129 million (227) at the end of September. In payment of a dividend of SEK 1.00 per share in addition to cash and cash equivalents, as at 30 the second quarter. Equity per share as at 30 September 2016 the company had unutilised September 2016 was SEK 37.91 (37.05), while the loan commitments of SEK 148 million, an un- long-term net asset value, EPRA NAV, amount- utilised overdraft facility of SEK 50 million, as ed to SEK 46.96 (43.16). The net asset value per well as a pending net payment from a property share, which has been one of Platzer’s financial disposal as of 3 October 2016 of SEK 210m. goals for 2017, was SEK 41.52 (38,62). The equity/assets ratio at end-September was 33% (35). Investment properties and changes in the value of properties Debt financing and changes in the value of Properties were recognised at fair value of SEK derivatives 10,813 million. The properties are valued inter- At end-September, non-current interest-bear- nally at the end of each quarter, using a ten-year ing liabilities amounted to SEK 6,251 million cash flow model for all properties. Every year, (5,690), which corresponded to a loan-to-val- Platzer also carries out an external valuation of ue ratio of 58% (58). Debt financing primarily the entire property portfolio as at end-Septem- comprises bank loans secured by mortgages ber, in order to ensure the quality of the internal on property. In addition, Platzer has borrowed valuation. Normally a valuation of around 30% SEK 300 million through a Green Bond issue via of the portfolio is carried out, but this year the Nya SFF. In the six months to end-September, valuation covers all properties as part of the Platzer obtained debt financing for property preparation of the prospectus for the proposed acquisitions corresponding to a loan-to-value rights issue. The investment properties are ratio of 65% and also agreed refinancing of valued within level 3 in the IFRS 13 fair value properties that have undergone unfinanced hierarchy. property or project development, with total financing amounting to SEK 833 million. In the The internal property valuation for the period period, Platzer repaid loans in connection with showed a change in the value of investment the sale of the property Gårda 8:2, and also properties of SEK 251 million (305). The majori- repaid loans ahead of vacating Gullbergsvass ty of the change in value in the period was due 703:52 on 3 October. The average fixed interest to lower yield requirements in the market. The term, including the effect of derivatives con- average required yield based on the valuation, tracts, was 3.3 years (4.0) as at 30 September excluding project properties, as at 30 Septem- 2016. The average loan term was 1.3 years (1.9).

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 7

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 115 Interim report

In order to achieve the desired fixed interest rate and project management, and Letting, which structure the company uses interest rate deriv- supports the letting business. Platzer's Group atives in the form of interest rate swaps, which and staff functions comprise the CEO, business are recognised at fair value in the balance sheet, development, finance, HR, communication and while gains/losses are recognised in the income sustainability. statement without applying hedge accounting. The market value as at 30 September was SEK Third quarter of 2016 -443 million, which corresponded to a change in Rental income in the third quarter amounted to value of SEK -251 million for the period. SEK 176 million (146), an increase of 21%. In the The changes in value do not affect cash flow. same quarter, the operating surplus increased During the remaining term of the derivatives, by 17% to SEK 130 million (111) Income from the undervalue will be resolved and will reduce property management improved by 25% to SEK financial costs in the income statement by an 86 million (69) Changes in value with regard to equivalent amount. investment properties amounted to SEK 79 million (196) in the quarter, while changes in the In the month of June, Platzer entered into inter- value of financial instruments weighed down est rate swaps worth SEK 600 million with start results by SEK -38 million (-74). Profit after tax dates between 1.5 to 2 years in the future. In ad- amounted to SEK 99 million (149). dition, the company already has an interest rate swap of SEK 600 million with a future start in Significant events during the third quarter: December 2016. Taking these interest rate swaps - Financial targets have been revised due to the into account, the effective fixed interest term is fact that the target NAV per share of SEK 40 was just over 4.5 years. achieved a year earlier than expected. - The property project Gårda 1:15 was com- The financial assets and liabilities that are pleted. Platzer rebuilt this property for its measured at fair value in the Group comprise tenant, the Swedish Migration Agency. the derivative instruments and capital redemption policies described above. Both the deriv- Events after the end of the reporting period ative instruments and the capital redemption On 3 October the company vacated the proper- policies are included in Level 2 in the IFRS 13 fair ty Gullbergsvass 703:53, a multi-story car park value hierarchy. The fair value of non-current adjacent to the new Hising bridge which was interest-bearing liabilities is equivalent to their acquired by the Municipality of Gothenburg carrying value because the discounting effect at the beginning of 2015, but where comple- is not significant when the interest rate on the tion has been pending subject to, among other loans is variable and in line with market rates. things, the detailed development plan gaining legal force. These conditions were met in the Personnel and organisation third quarter and the property was vacated on 3 The company had 63 employees as at 30 Septem- October in a transaction worth SEK 210 million. ber 2016 (52). Following a restructuring of the organisation as of 1 January 2016, Platzer’s prop- On 20 October an agreement was concluded erty portfolio is now divided into two market on the acquisition of 10 properties in western segments instead of three. The market segments Hisingen worth around SEK 2,8 billion from are Platzer's units with responsibility for daily AB Volvo. Completion has preliminarily been operation, management and development of agreed for 15 December this year. At the same properties. The market segments are supported time, the Board of Directors decided to propose by two specialist units: Project development, a rights issue worth SEK 700 million. For more which is responsible for project development information on the transaction, see page 5.

8 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

11 INVITATION6 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

In October, Platzer has undertaken refinanc- Related party transactions ing by means of a SEK 500 million green bond The company’s ongoing transactions with issue via Nya SFF. related parties are described in the Annual Re- port for 2015, page 81. There are no significant Parent company transactions with related parties apart from The parent company does not own any prop- these continuing agreements, and this situa- erties of its own, and instead manages certain tion did not change in the period. group functions regarding management and financing. Parent company revenue is solely Accounting principles derived from invoicing services to group Platzer prepares its consolidated financial state- companies. ments in accordance with IFRS (International Financial Reporting Standards) as adopted by Significant risks and uncertainty factors the EU. The same accounting and valuation The property business, as all businesses, principles have been applied as in the most re- is always exposed to risks. Good internal cent annual report. New or revised IFRS stand- controls and audits performed by external ards that have come into force in 2016 have not auditors, well-functioning administrative had any material effect on the Group's financial systems and policies, as well as proven pro- statements. The interim report has been pre- cedures for property valuations are among pared in accordance with IAS 34, Interim Finan- the methods used by Platzer to manage and cial Reporting. The parent company applies the reduce risks. The main risks and uncertainty Annual Accounts Act and RFR2. factors that affect Platzer have not changed over the period and they are described in detail in the Annual Report for 2015 on pages 48-49, 53-54 and 68-69.

Hårddisken 1 in Jolen Södra, Mölndal

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 9 Gamlestadens Fabriker, Gothenburg

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 117 Interim report

CONSOLIDATED INCOME STATEMENT SUMMARY

2016 2015 2016 2015 2015 2015/2016 SEK million July-Sept July-Sept Jan-Sept Jan-Sept Jan-Dec Oct-Sept Rental income 176 146 492 429 589 652 Property costs - 46 -35 -128 -108 - 152 - 172 Operating surplus 130 111 364 321 437 480

Central administration - 5 -8 -25 -24 - 35 - 36 Net financial items - 39 -34 -107 -102 - 136 - 141 Income from property management 86 69 232 195 266 303

Change in value, investment properties 79 196 251 305 510 456 Change in value, financial instruments - 38 -74 -251 1 64 - 188 Profit before tax 127 191 232 501 840 571

Tax on profit for the period - 28 -42 -49 -110 - 176 - 115 Profit for the period1) 99 149 183 391 664 456

Profit for the period attributable to: Parent company’s shareholders 95 149 176 391 653 438 Non-controlling interests 4 - 7 - 11 18

Earnings per share 2) 0.99 1.56 1.84 4.08 6.81 4.57

1) There is no other comprehensive income for the group, and therefore the consolidated profit for the period is the same as the comprehensive income for the period. 2) There is no dilution effect because there are no potential shares. However, the number of outstanding shares will increase by 250,000 when the share saving scheme is completed.

CONSOLIDATED BALANCE SHEET SUMMARY

SEK million 30/09/2016 30/09/2015 31/12/2015 Assets Investment properties 10,813 9,491 9,784 Other non-current assets 5 5 5 Non-current financial assets 39 30 60 Current assets 86 57 63 Cash and cash equivalents 129 144 227 Total assets 11,072 9,727 10,139

Equity and liabilities Equity 3,681 3,286 3,592 Deferred tax liability 432 338 399 Non-current interest-bearing liabilities 6,251 5,642 5,690 Other non-current liabilities 471 284 224 Current liabilities 237 177 234 Total equity and liabilities 11,072 9,727 10,139

Pledged assets 6,413 5,714 5,798 Contingent liabilities 8 55 55

10 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

11 INVITATION8 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

SUMMARY

2016 2015 2015 SEK million Jan-Sept Jan-Sept Jan-Dec Equity attributable to parent company’s shareholders. At beginning of period 3,548 2,966 2,966 New share issue - 0 0 Share buy-back - - 0 Reversal, share saving scheme 1 1 1 Comprehensive income for the period 176 391 653 Dividend -96 -72 -72 At end of period 3,629 3,286 3,548

Equity attributable to non-controlling interests At beginning of period 44 - - Consolidation of subsidiary 1 - 33 Comprehensive income for the period 7 - 11 At end of period 52 - 44 Total equity 3,681 3,286 3,592

CHANGE IN THE VALUE OF PROPERTIES

2016 2015 2015 SEK million Jan-Sept Jan-Sept Jan-Dec Value of properties, opening balance 9,784 8,343 8,343 Investments in existing properties 383 282 359 Property acquisitions 437 739 745 Property sales -42 -178 -259 Consolidation of subsidiary - - 86 Change in value 251 305 510 Value of properties, closing balance 10,813 9,491 9,784

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 11

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 119 Interim report

CONSOLIDATED CASH FLOW STATEMENT SUMMARY

2016 2015 2016 2015 2015 2015/2016 SEK million July-Sept July-Sept Jan-Sept Jan-Sept Jan-Dec Oct-Sept Operating activities Operating surplus 130 111 364 321 437 480 Central administration -4 -8 -22 -23 -32 -31 Net financial items -39 -34 -107 -102 -136 -141 Income tax -2 -4 -18 -19 -14 -13 Cash flow from operating activities before changes in working capital 85 65 217 177 255 295

Change in current receivables 43 - 13 -22 -30 5 Change in current liabilities 7 16 -8 21 68 39 Cash flow from operating activities 135 81 222 176 293 339

Investing activities Investments in existing investment properties -151 -92 -388 -282 -359 -465 Acquisitions of investment properties - -11 -437 -739 -745 -443 Sales of investment properties - - 42 178 259 123 Consolidation of subsidiary - --- -86 -86 Other investments 0 - -1 -- -1 Cash flow from investing activities -151 -103 -784 -843 -931 -872

Financing activities Change in interest-bearing liabilities -104 49 560 787 836 609 Change in non-current receivables - --- -33 -33 Change in non-current liabilities - - - - 5 5 Dividend - - -96 -72 -72 -96 Consolidation of subsidiary - --- 33 33 Cash flow from financing activities -104 49 464 715 769 518

Cash flow for the period -120 27 -98 48 131 -15 Cash and cash equivalents at beginning of period 249 117 227 96 96 144 Cash and cash equivalents at end of period 129 144 129 144 227 129

There is an unutilised overdraft facility of SEK 50 million (50) and unutilised loan commitments of SEK 148 million (0)

12 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

12 INVITATION0 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

INCOME STATEMENT, PARENT COMPANY SUMMARY

2016 2015 2015 SEK million Jan-Sept Jan-Sept Jan-Dec Net sales 9 9 12 Operating expenses - 10 - 9 - 12 Net financial items - 64 - 51 - 72 Change in value, financial instruments - 251 9 18 Profit before tax and appropriations - 316 - 42 - 54 Appropriations - - 153 Tax 70 9 - 19 Profit for the period1) - 246 - 33 80

1) The parent company has no other comprehensive income and total comprehensive income is therefore the same as the profit for the period.

BALANCE SHEET, PARENT COMPANY S UM M A R Y

SEK million 30/09/2016 30/09/2015 31/12/2015 Assets Participations in Group companies 1,053 1,020 1,053 Other non-current financial assets 2,487 2,508 2,203 Receivables from Group companies 882 973 1,072 Other current assets 16 9 17 Cash and cash equivalents 21 1 8 Total assets 4,459 4,511 4,353

Equity and liabilities Equity 1,577 1,804 1,917 Untaxed reserves 50 42 50 Non-current liabilities 2,815 2,654 2,352 Current liabilities 17 11 34 Total equity and liabilities 4,459 4,511 4,353

Pledged assets 2,371 2,452 2,138 Contingent liabilities 3,477 3,150 3,149

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 13

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 121 Interim report

KEY PERFORMANCE INDICATORS

2016 2015 2015 2015/2016 Jan-Sept Jan-Sept Jan-Dec Oct-Sept Financial Debt/equity ratio (multiple) 1.7 1.7 1.6 1.7 Interest coverage ratio (multiple) 3.2 2.9 3.0 3.2 Loan-to-value ratio, % 58 59 58 58 Equity ratio, % 33 34 35 33 Return on equity, % 6.5 14.1 20.0 12.7

Property-related Investment yield, % 4.7 4.8 4.8 4.7 Surplus ratio, % 74 75 74 74 Economic occupancy rate, % 93 91 91 93 Rental value, SEK/sq. m. 1,498 1,520 1,532 1,507 Lettable area, sq. m. (thousand) 478 465 465 478

For definitions and calculations of Key Performance Indicators, please see pages 28-29.

SEGMENT REPORT JANUARY-SEPTEMBER 2016

Project Investment properties properties Total Central South/West North/East Gothenburg Gothenburg Gothenburg SEK million 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 Rental income 284 244 85 84 122 100 1 1 492 429 Property costs -67 -54 -26 -28 -34 -25 -1 -1 -128 -108 Operating surplus 217 190 59 56 88 75 0 0 364 321

Investment properties, fair value 6,659 6,017 1,309 1,265 2,563 2,068 282 141 10,813 9,491

In the Group’s internal reporting, activities are divided into the segments shown above. The total operating surplus above is the same as the operating surplus reported in the income statement.

The difference between the operating surplus of SEK 364 million (321) and profit before tax of SEK 232 million (501) consists of central administration costs of SEK -25 million (-24), net financial items of SEK -107 million (-102) and changes in the value of properties and derivatives of SEK 0 million (306).

In the period the company acquired the properties Lorensberg 62:1 and Lindholmen 30:2, which belong to the segments Central Gothenburg and North/East Gothenburg respectively. The property Gårda 8:2, which was part of the Central Gothenburg segment, was sold in the accounting period.

14 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

12 INVITATION2 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

INTEREST-BEARING LIABILITIES

Interest maturity Loan maturity Loan amount, Average Loan amount, Year SEK million Share, % interest, % SEK million Share, % 2016 3,011 47 1.16 1,255 20 2017 - - - 2,134 34 2018 120 2 3.41 1,590 26 2019 200 3 3.20 1,272 20 2020 300 5 4.14 2021 670 11 2.96 2022 550 9 3.48 2023 100 2 3.48 2024 1,000 16 3.25 2025 300 5 2.49 Total 6,251 100 2.24 6,251 100

The table takes into account the effect of current derivatives contracts. In addition, there are interest swaps worth SEK 1,200 million with future start dates.

Loans with a maturity of less than one year are recognised as non-current liabilities since a refinancing facility has been secured via SFF Holding AB QUARTERLY SUMMARY

2016 2015 2014

SEK million Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Rental income 176 159 157 160 146 144 139 131 Property costs -46 -37 -45 -44 -35 -34 -39 -34 Operating surplus 130 122 112 116 111 110 100 97 Central administration -5 -9 -11 -11 -8 -8 -8 -10 Net financial items -39 -34 -34 -34 -34 -35 -33 -36 Income from property management 86 79 67 71 69 67 59 51 Changes in value, investment properties 79 95 77 205 196 49 60 167 Changes in value, financial instruments -38 -85 -128 63 -74 144 -69 -76 Profit before tax 127 89 16 339 191 260 50 142 Tax on profit for the period -28 -20 -1 -66 -42 -57 -11 -34 Profit for the period 99 69 15 273 149 203 39 108

Investment properties 10,813 10,588 9,924 9,784 9,491 9,192 8,491 8,343 Investment yield, % 4.9 4.8 4.6 4.8 4.8 5.0 4.8 4.9 Surplus ratio, % 74 77 71 73 76 76 72 74 Economic occupancy rate, % 94 94 93 92 91 90 92 97 Return on equity, % 8.2 7.1 4.7 12.3 9.7 11.7 5.9 7.9

Equity per share, SEK 37.91 36.92 37.20 37.05 34.32 32.76 31.39 30.98 Net asset value (NAV) per share, SEK 41.52 40.21 39.81 38.62 36.40 34.24 34.04 33.07 Share price, SEK 56.75 44.60 44.50 38.00 34.70 34.20 39.00 33.50 Earnings after tax per share, SEK 0.99 0.71 0.14 2.74 1.56 2.12 0.41 1.13 Cash flow from operating activities per share, SEK 1.41 0.37 0.55 1.22 0.85 0.18 0.82 0.51

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 15

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 123 Interim report

EARNING CAPACITY

Lettable Fair Rental Economic Rental Operating Number of area, value, value, occupancy income, surplus, Surplus properties sq. m. SEK m SEK m rate, % SEK m SEK m ratio, % INVESTMENT PROPERTIES Central Gothenburg Offices/Retail 21 191,785 6,359 404 95 385 300 78 Industrial/Warehouses/ Other 2 23,925 300 13 85 11 9 83 Total 23 215,710 6,659 417 95 396 309 78

South/West Gothenburg Offices/Retail 9 56,671 648 68 88 60 40 66 Industrial/Warehouses/ Other 9 59,177 661 62 95 59 43 72 Total 18 115,848 1,309 130 92 119 83 69

North/East Gothenburg Offices/Retail 9 142,845 2,563 198 95 189 143 75 Industrial/Warehouses/ Other ------Total 9 142,845 2,563 198 95 189 143 75

TOTAL INVESTMENT PROPERTIES 50 474,403 10,531 745 94 704 534 76

PROJECT PROPERTIES 11 3,475 282 2 - 1 - -

TOTAL PLATZER 61 477,878 10,813 747 94 705 534 76

The summary comprises the property portfolio as at 30 September 2016 and provides a snapshot of the company’s earning capacity, which is not a forecast.

The profit-related columns include valid lease agreements, including for future occupancy over the next six months if occupancy relates to existing properties. Lease agreements with a later occupancy date or for properties currently under construction are not included. In addition to the above table, as at this date lease agreements have been signed for ongoing projects with a rental value of SEK 9 million for occupancy in the first quarter of 2017 onwards.

Rental value refers to rental income plus the estimated market rent of vacant premises in their existing condition. Rental income refers to contracted rental income including agreed supplements, such as payments for heating and property taxes, and excluding limited period discounts of approximately SEK 10 million.

The operating surplus shows the properties’ earning potential on an annual basis, defined as contracted rental income as at 1 October 2016, less estimated property costs including property management for a rolling 12-month period.

Project properties in the table refer to income from existing properties before project start. This income will cease when the project commences.

16 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

12 INVITATION4 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

Bagaregården 17:26, Gamlestaden in Gothenburg

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 17

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 125 Interim report

RENTAL AND PROPERTY MARKET

The property market in Gothenburg, as in many other places in Sweden, is very strong. Both Swed- ish and foreign investors are expressing interest in the market. At the same time, demand remains high in the rental market in the three metropolitan areas in Sweden. It is estimated that both the transaction market and the office rental market will remain strong, but that they will start to level off in the future.

Strong transaction market The level of activity in the property transaction market has been high and is expected to remain so for the rest of this year. Transaction volumes too will probably reach a historically high level.

In the last few quarters the trend has decline from already low levels for required yields for office property. Assets in central locations and newly produced properties with strong cash flow have seen a more rapid downturn than properties in peripheral areas. Many investors are looking for low risk and stable cash flows, at the same time as the strong rental market in the central parts of Gothenburg have led to rising rents. All else being equal, this results in rising property prices. Two examples of this development are Lindholmen and Gårda, where several transactions have taken place this year.

Since interest rates are expected to remain at the current level for the next few years, demand from investors is likely to remain high as long as the economy does not deteriorate significantly. Howev- er, it is estimated that yield requirements will level off, even though they may continue to fall for a while longer.

High level of activity in the rental market The office rental market is strong. Letting volumes in the first half of 2016 totalled 89,300 square metres, up by 40 per cent compared with the same period in the previous year and almost as high as volumes for the whole of 2015. Demand is particularly strong in the more central parts of Goth- enburg and considerably lower in more peripheral areas.

In the quarter just ended, Mölndal stood out with several large letting transactions, however. This was primarily believed to be due to the fact that the availability of large premises in central Gothenburg is very low. As a result, businesses are having to widen their search for premises to new areas.

Activity is expected to remain at a high level going forward. West Sweden is seeing an economic boom. Furthermore, supply will increase as the growing number of office projects in the city come on stream.

Lindholmen 30:2, Gothenburg

18 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

12 INVITATION6 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

FACTS BY OFFICE RENTAL AREA IN GOTHENBURG AS AT 30 JUNE 2016

PRIME RENT/PRIME YIELD - PRIME RENT, SEK/SQ. M. PRIME RENT/PRIME YIELD - PRIMEMkr RENT, SEK/SQ. M. SEK/sq,m. % 3 000 12

2 500 10

2 000 8 6,75 1 500 6,00 6,00 6 5,50 4,75 4,75 1 000 4,25 4

500 2

0 0 CBD City centre excl. CBD Norra Älvstranden Hisingen, other Mölndal West Gothenburg East Gothenburg

Prime rent Prime yield

VACANCY RATE, GOTHENBURG AREA

Area Vacancy rate Q2 2016 Vacancy rate Q2 2011 % Change 2011-2016 Central Business District (CBD) 2.7% 5.0% -2.3% City centre excl. CBD 3.7% 6.4% -2.7% Norra Älvstranden 4.7% 17.0% -12.3% Hisingen, other 6.3% 9.0% -2.7% Mölndal 11.2% 12.0% -0.8% West Gothenburg 18.3% 13.7% 4.6% East Gothenburg 10.4% 9.2% 1.2% Total Gothenburg 6.0% 8.7% -2.0%

Sources: JLL and Platzer’s calculations

Gullbergsvass 1:17, Gothenburg

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 19

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 127 Interim report

PROPERTY PORTFOLIO

Platzer owns and develops commercial prop- Rents erties in the Gothenburg area. The properties Platzer has 720 non-residential lease agree- can be divided into three geographical areas: ments with a total rental value of SEK 705 Central Gothenburg (Centre, Gårda, Krokslätt million. The largest tenants include DB Schen- and Gullbergsvass), South/West Gothenburg ker, the Swedish Migration Agency, the Swed- (Högsbo, Långedrag and Mölndal) and North/ ish Social Insurance Agency, Nordea Bank East Gothenburg (Backaplan, Gamlestaden, AB, Länsförsäkringar Göteborg & Bohuslän, Lindholmen and Mölnlycke). Platzer aims to Stampen, the Swedish National Courts Admin- be the leading player in all prioritised areas istration, Cochlear, Mölnlycke Health Care and through profitable growth. Today, the company the Gothenburg Region Association of Local is the leading player in Gullbergsvass, Gårda, Authorities. Gamlestaden and Södra Änggården. The twenty largest lease agreements account- Property portfolio ed for 32% of rental value. The average remain- As at 30 September 2016, the property portfolio ing term was 43 months. comprised 61 properties, 11 of which were project properties, with a fair value of SEK 10,813 Platzer has also signed leases for new builds million. and refurbishment projects for occupancy in 2017 – 2018. The total lettable area was 477,878 sq. m., divided as follows: offices 69%, retail 4%, indus- Apart from lease agreements for non-residen- trial/warehouses 12% and other 15%. tial premises, there are parking agreements for indoor and outdoor parking and short-term The economic occupancy rate during the parking, as well as agreements for advertising period was 93% (91). signs and masts with a total rental value of SEK 38 million.

SEK million LEASE AGREEMENTS BY CONTRACT EXPIRY YEAR 250

200 136 174 98 150 42

100 208 26 50 36

0 2016 2017 2018 2019 2020 2021 2022-

Rental income * Number of contracts

20 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 Gullbergsvass 1:1, Gothenburg

12 INVITATION8 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

PROPERTY TRANSACTIONS

Acquisitions As at 1 June, Platzer acquired the site leasehold to Lorensberg 62:1 from Gothenburg University in a deal that valued the property at around SEK 50 million. The property comprises around 4,500 sq. m. and is better known as the student union building Studenternas Hus. The University of Gothenburg has signed a lease for the entire building. Platzer will be collaborating with the University on rede- velopment of the property in a project that will partially include student housing.

Platzer acquired the property Lindholmen 30:2 from a foreign fund as at 30 June. The acquisition was conducted as a company acquisition and the underlying property value was SEK 373 million. The property comprises just under 10,000 sq. m., is nearly fully let and is situated in a strategic location by Lindholmspiren quay. Lindholmen is a market segment that Platzer has been following for a while, and there is great demand for offices in the area.

Agreed Lettable Quar- property value, area, sq. ter Properties Area Segment Completion SEK m m. 2 Lorensberg 62:1 Centre Central Gothenburg 01/06/2016 50 4,500 2 Lindholmen 30:2 Lindholmen North/East Gothenburg 30/06/2016 373 9,663 423 14,163

Disposals In the first quarter of this year, Platzer sold the property Gårda 8:2 to Fastighets AB L E Lundberg through a company divestment in which the property was valued at SEK 44 million. The deal gives Lundberg the opportunity to develop an entire block, to the benefit of Gårda Norra and also Platzer.

Already at the beginning of January 2015, Platzer signed a contract for the sale of Gullbergsvass 703:53 to the City of Gothenburg, with vacation of the property subject to various conditions. Since all these conditions have now been met, the property will be vacated as of 3 October this year. In connection with the sale, Platzer secured the right to acquire future development rights of around 40,000 sq. m. when the new bridge is completed, which will probably be in 2021.

Agreed Lettable Vacation property value, area, sq. Quarter Properties Area Segment date SEK m m. 1 Gårda 8:2 Gårda Central Gothenburg 01/03/2016 44 1,960 4 Gullbergsvass 703:53 Gullbergsvass Central Gothenburg 03/10/2016 210 9,000 254 10,960

Transactions after the end of the reporting period Since the end of the financial period, Platzer has reached an agreement on the acquisition of a substantial property portfolio from AB Volvo, which is described in more detail on page 5.

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 21

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 129 Interim report

DEVELOPMENT PROJECTS

Platzer has potential development projects comprising gross floor area (GFA) of around 500,000 sq. m., and ongoing projects comprising around 46,000 sq. m. of lettable area. The projects mainly involve office properties with elements of service, and mixed use development projects which also include residential property. The total investment in projects is estimated to amount to approximately SEK 12 billion, of which ongoing major projects account for around SEK 740 million. Platzer’s strategy is to develop zoning plans for mixed use development, sell building rights for housing and focus on developing commercial property.

Property and project development The project portfolio is in two parts: Property development and Project development. Property development is the development of existing buildings, for instance by means of additions, extensions or conversion. Project development involves new construction from the ground up on undeveloped land or where previous buildings are demolished to make way for a new construction project. The occupancy rate for current major projects is shown in the table on the next page. Gårda 1:15 and Livered 1:329 are both being converted for the Swedish Migration Agency. Gårda was completed in the third quarter, while Livered is expected to be completed in the first half of 2017. Construction of Hårddisken 1, for Armatec, is continuing this year and the project is expected to be completed in the first quarter of 2017. Construction on Gamlestaden 740:132, which is 10% let to Västtrafik, started in the second quarter of 2016. Two zoning plans are underway in Gårda, involving development rights for a total of 50,000 sq. m. for potential construction start in 2017. There is also a zoning plan for a smaller office building of 3,000 sq. m.

Urban development In addition to individual development projects, Platzer is also involved in urban development of entire areas in collaboration with other businesses. The company has been most involved in the development of Backaplan, Södra Änggården and Gamlestaden. Backaplan In terms of the development of Backaplan, work is currently under way on the zoning plan. Among other things, Skandia Fastigheter has acquired the Coop shopping centre. We are currently working on vision, preparation and division into phases. Södra Änggården In March, the Building Committee announced a positive pre-zoning plan decision and commissioned a zoning plan for mixed use urban development. Since the summer, studies have shown that the adverse effects of the development will be smaller than expected, and the area included in Phase 1 has therefore been extended. Around 75 per cent of the volume will be housing. Of the housing units, 600 flats will form part of the housing project BoStad 2021 (Housing 2021), set up to celebrate the City of Gothenburg’s 400th Anniversary. The zoning plan for Phase 1 should be ready by 2017, with construction on the first phase due to start in 2018. The residential property rights will be sold to cooperation partners once the zoning plan is ready, while Platzer will develop the commercial parts. Platzer’s estimated total volume in Södra Änggården comprises around 250,000 sq. m. Gamlestaden In the next 10 years, large changes will take place in Gamlestaden, where Platzer owns three large properties and projects. Construction has now started on Platzer’s project Gamlestads torg and occupancy is anticipated in summer 2018. The project comprises 16,000 sq. m. and is situated in a location that has one of the highest levels of public transport services in Gothenburg, with part of the ground floor let to a transport hub (Västtrafik).

22 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

13 INVITATION0 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

Adjacent to this project lies Gamlestadens Fabriker, where work on the zoning plan is underway. In 2015, future building rights for residential use were sold to JM, which is now participating in development of the area. At the adjoining property Bagaregården 17:26, an architectural competition has been carried out for a revised zoning plan. The winning proposal that is now being used as the basis for a zoning plan application comprises a potential increase in both housing, commercial activity and parking of a total of around 60,000 - 80,000 sq. m.

Major projects underway Con- verted area, New area, Total inv. Of which letta- lettable incl. land, outstanding Occupancy Property Type 1) ble area, sq. m. SEK m inv., SEK m rate, % Completed Gårda 1:15 Property Dev. 10,000 1,200 110 0 100 Q3 2016 Hårddisken 1 Project Dev. 4,800 85 17 100 Q1 2017 Livered 1:329 Property Dev. 14,000 65 10 100 Q2 2017 Gamlestaden 740:132 Project Dev. 16,000 480 350 10 Q2 2018 Total 24,000 22,000 740 377

Potential development projects New floor Potential Type of area (gross) construction Property Type 1) property sq. m. Project phase start 2) detailed development plan Gårda 4:11 Project Dev. offices 3,000 2016 available detailed development plan Gullbergsvass 5:10 Property Dev. offices 4,000 2016 available detailed development plan in Gårda 2:12 Project Dev. offices 30 - 35,000 2017 progress detailed development plan in Gårda 16:17 Project Dev. offices 15 - 20,000 2017 progress detailed development plan in Skår 57:14 Project Dev. offices 15 - 20,000 2017/2018 progress Södra Änggården Phase 1 Project Dev./ mixed use detailed development plan in 120,000 2017/2018 (multiple properties) Property Dev. development progress Project Dev./ mixed use detailed development plan in Olskroken 18:7 70 - 80,000 2018 Property Dev. development progress Property Dev./ mixed use detailed development plan to Krokslätt 34:13 10 - 15,000 2018/2019 Project Dev. development commence 2017 mixed use aiming to apply for detailed Bagaregården 17:26 Project Dev. 60,000 2019/2020 development planning decision in 2016 Backaplan (multiple mixed use detailed development plan in Project Dev. 60 - 90,000 2019/2020 properties) development progress Södra Änggården Phase 2 Project Dev./ mixed use Aiming to apply for detailed 80 - 130,000 2020/2021 (multiple properties) Property Dev. development planning decision in 2016/2017 detailed development plan to Älvsborg 178:9 Property Dev. housing 10 - 12,000 2021 commence 2018 Total 477,000 - 589,000

The summary includes potential projects that have been identified for properties that the company owns or has agreed to acquire. 1) Type refers to property development (Property Dev.), which mean existing buildings are used as a base, or project development (Project Dev.), which involves new construction from ground up. 2) Possible construction start means when it is estimated the project could start, provided planning proceeds to plan and leasing has reached a satisfactory level.

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 23

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 131 Interim report

LIST OF PROPERTIES Lettable area, sq. m. Industrial/ Year of ware- No. Investment property Address construction Offices Retail house Other Total 1 Backa 173:2 Deltavägen 4 1979 151 5,380 420 5,951 2 Balltorp 1:135 Taljegårdsgatan 11 1989 5,515 515 377 6,407 3 Bagaregården 17:26 Gamlestadsvägen 3 / Byfogdegatan 1-3, 11 1941/2010 24,977 365 7,306 2535 35,183 4 Bosgården 1:71 Södra Ågatan 4 1988 4,711 56 4,767 5 Brämaregården 35:4 Vågmästaregatan 1 1984/1991 12,377 222 855 13,454 6 Forsåker 1:196 Kvarnbygatan 10-14 1955/2002 5,317 150 5,467 7 Fänkålen 2 Johannefredsgatan 4 1990 3,913 45 536 4,494 8 Gullbergsvass 1:1 Lilla Bommen 3 1988/2014 16,003 16,003 9 Gullbergsvass 1:17 Lilla Bommen 8 1993 5,400 5,400 10 Gullbergsvass 5:10 Kämpegatan 3-7 1988 11,736 336 463 12,535 11 Gullbergsvass 5:26 Kilsgatan 4 2010 15,298 0 0 1,417 16,715 12 Gullbergsvass 703:53 1) Hamntorgsgatan 1991 9,000 9,000 13 Gårda 1:15 Vestagatan 2 1971/1992/2016 11,896 11,896 14 Gårda 13:7 Johan Willins gata 5 2003 14,925 14,925 15 Gårda 16:17 Drakegatan 6-10 1986 15,234 278 564 16,076 16 Gårda 3:12 Anders Personsgatan 2-6 1956/2015 3,503 242 165 3,910 17 Gårda 3:14 Anders Personsgatan 8-10 2015 8,758 8,758 18 Gårda 4:11 Anders Personsgatan 14-16 1965/2002 7,468 481 7,949 19 Högsbo 1:4 Olof Asklunds gata 11-19 1980 1,638 1,444 3,082 20 Högsbo 2:1 Olof Asklunds gata 6-10 1991 6,300 6,300 21 Högsbo 3:12 Fältspatsgatan 2-4 1964 2,776 277 6,549 761 10,363 22 Högsbo 3:11 Fältspatsgatan 6 1964 1,802 6,421 20 8,243 23 Högsbo 3:6 Fältspatsgatan 8-12 1964 1,038 5,497 6,535 24 Högsbo 3:9 Olof Asklunds gata 14 1971 2,123 2,210 4,333 25 Högsbo 32:3 J A Wettergrens gata 5 1974 6,381 1,053 570 8,004 26 Högsbo 34:13 Gruvgatan 2 1981 493 1,287 1,780 27 Högsbo 39:1 Ingela Gathenhielms gata 4 1972 3,390 3,390 Fältspatsgatan 1 / A Odhners gata 8 / Olof 28 Högsbo 4:1 1965/1972 1,310 510 2,823 4,643 Asklunds gata 24 29 Högsbo 4:4 Fältspatsgatan 3 1962 2,670 3,718 6,388 30 Högsbo 4:6 A Odhners gata 14 1974 1,349 2,549 3,898 31 Krokslätt 148:13 Mölndalsvägen 40-42 1952 2,581 616 20 3,217 32 Krokslätt 149:10 Mölndalsvägen 36-38 1952/1998 6,928 6,928 33 Krokslätt 34:13 Mölndalsvägen 91-93 / Varbergsgatan 2 A-C 1950/1988 10,905 725 1,308 375 13,313 34 Lindholmen 30:2 Lindholmspiren 9 2003 8,667 996 9,663 35 Livered 1:329 Streteredsvägen 100 1962 13,937 13,937 36 Lorensberg 62:1 Götabergsgatan 17 1932/1965 4,541 4,541 37 Nordstaden 13:12 Packhusplatsen 6 / N Hamngatan 2 1929/1993 5,070 5,070 38 Nordstaden 14:1 Postgatan 5 / Smedjegatan 2 1993/1995 8,607 8,607 Packhusplatsen 3 / Kronhusgatan 1A / 39 Nordstaden 20:5 1943 2,554 247 2,801 Postgatan 2 A 40 Olskroken 18:7 Gamlestadsvägen 2-4 1729/1960 41,679 102 6,842 13273 61,896 41 Skår 57:14 Gamla Almedalsvägen 1-51 1929 8,286 119 8,405 42 Solsten 1:110 Företagsvägen 2 1991 1,658 1,089 356 3,103 43 Solsten 1:132 Konstruktionsvägen 14 2002 4,953 4,953 44 Stampen 4:42 Odinsgatan 8-10 / Barnhusgatan 1 2009 5,769 2,847 8,616 Polhemsplatsen 5-7 / Odinsgatan 2-4 / 1930/2016 13,542 13,542 45 Stampen 4:44 Burggrevegatan 9-11 46 Stigberget 34:12 Masthuggstorget 3 1967/1999 4,457 2,801 264 253 7,775 47 Stigberget 34:13 Fjärde Långgatan 46-48 1969 7,246 120 2,382 9,748 48 Tingstadsvassen 3:8 Krokegårdsgatan 5 1991 29 3,966 11 850 4,856 49 Tingstadsvassen 4:3 Motorgatan 2 1943/1986 517 3,268 3,785 50 Älvsborg 178:9 Redegatan 1 1993 9,659 296 3,862 13,817 Total investment properties 327,788 18,130 57,073 71,454 474,445

Year of Industrial/ Project property Address construction Offices Retail warehouse Other Total 51 Backen 2:18 Streteredsvägen 100 0 52 Gamlestaden 740:132 Gamlestadens torg - 53 Gårda 2:12 Venusgatan 2-6 1959 1,785 1,340 3,125 54 Hårddisken 1 Betagatan, Jolen Södra - 55 Högsbo 2:2 Gruvgatan 1 350 350 56 Högsbo 3:5 Fältspatsgatan 14 - 57 Högsbo 3:13 Fältspatsgatan 2 - 58 Högsbo 33:1 Gruvgatan - 59 Högsbo 757:118 Fältspatsgatan - 60 Högsbo 757:121 Fältspatsgatan - 61 Högsbo 757:122 Fältspatsgatan -

Total project properties 1,785 1,340 - 350 3,475

TOTAL 329,573 19,470 57,073 71,804 477,920

24 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 1) To be sold as of 3/10/2016

13 INVITATION2 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

Mysterna E45 Nordre älv Säve E6 Gårdstens- berget Rannebergen 10 Gullbergsvass Nordre älvs 11 fjord KärraOlskroks- 12 motet 9 190 Göta älvNolvik8 13 53 Hammar- 16 kullen Central- Tagene17 18 Björlanda stationen 44 Nordstaden 45 14 Åketorp 39 Tuve 38 Kortedala 37 E45Ullevi- Bergsjön 29 Torslanda Ullevi motet 15 Inom Backa Örgryte PARTILLE Vallgraven E6 Utby GÖTEBORG Brunnsbo Göta älv

52 1 E20 48Backaplan 40 3 Lundby 49 Ringön Sävedalen 155 5

Lindholmen 34 Arendal Stora Örgryte Centrum Kåsjön Skandiahamnen 46 36 47 Öjersjö Majorna Vasastaden

32 Lilla 31 41 Delsjön Hake Stora fjord Älvsborg Delsjön 33

Långedrag 50 Krokslätt 27 43 40 42 Lackarebäck Toltorp Rådasjön

4 Mölnlycke Frölunda Högsbo MÖLNDAL 6

54 Önnered Sisjön 7 Åbro

Askim Finnsjön

25 Södra Änggården E6 19 26 E20 20 55 58 Hovås 59 24 56 61 158 Marconi- 23 60 57 21 22 Kållered motet 51 35 28 29 27 Askimsfjorden 30

Högsbo

Billdal Lindome

Eklanda Långeberg

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 25 Järnbrotts- motet Sisjö- 0 1250 m 2500 m 3750 m 5000 m motetKullavik Stora Ån 158 Sisjön INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 133 Interim report

THE SHARE AND SHAREHOLDERS

Platzer Class B shares have been listed on Dividend policy and dividend the NASDAQ OMX Stockholm, Mid Cap, since The long-term policy is to pay a dividend of 29 November 2013. In conjunction with the 50% of the income from management opera- listing, the company carried out a new issue of tions after tax (22% flat-rate tax). The dividend shares priced at SEK 26.50 each, which raised for 2016 was SEK 1.00 per share. SEK 651 million net of issue costs. The company’s share price as at 30 September 2016 was Ownership SEK 56.75 per share, corresponding to a market There were 3,957 shareholders as at 30 Septem- capitalisation of SEK 5,434 million based on the ber 2016. Foreign ownership amounted to six number of outstanding shares. In the first six per cent of equity. months, a total of 13.9 million shares, worth a total of SEK 599 million, changed hands. Aver- Platzer's Articles of Association include a age daily turnover was around 46,000 shares. pre-emptive rights clause, which states that a buyer of Class A shares, who did not previously Share capital own Class A shares, must offer other holders of As at 30 September 2016, Platzer’s share cap- Class A shares the right of first refusal, unless ital amounted to SEK 9,599,743.40, which was this acquisition was through an intra-group distributed among 20,000,000 Class A shares transfer or equivalent within the respective with 10 votes per share, and 75,997,434 Class current groups of shareholders. If the holders B shares carrying one vote per share. Each of Class A shares do not take up this right of share has a quotient value of SEK 0.10. Platzer’s first refusal, the transferred shares will auto- holding of own shares now consists of 250,000 matically be converted into B shares before the Class B shares. acquiring party is entered in the shareholders’ register. Following the end of the financial period, Platzer has published a proposal for a rights Information for shareholders issue of Class B shares worth around SEK 700 Platzer's primary information channel is million. Notice has been served of an Extraor- platzer.se. All press releases and financial dinary General Meeting on 14 November for a reports are published here. Press releases and decision on the share issue, which is expected reports can be obtained by email or SMS in to be completed by 9 December. connection with publication. The website also includes presentations, general information about the share, reports on corporate governance, financial data as well as information on insiders and insider transactions. Share price development

Platzer OMX Stockholm PI OMX Stockholm Real Estate Index PI Share turnover per month, in thousands 60 8 000

55 7 000

50 6 000

45 5 000

40 4 000

35 3 000

30 2 000

25 1 000

20 0 AUGJUNAPRFEBDEC AUGJUNAPRFEBDECOCT AUGJUNAPRFEBDECOCT OCT

2013 2014 2015 2016 Source:

26 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

13 INVITATION4 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

MAJOR SHAREHOLDERS

Major shareholders in Platzer Fastigheter Holding AB (publ) as at 30 September 2016 Number of Number of Class B Number of Voting Share of Owners Class A shares shares shares rights, % equity, % Ernström & Co 10,000,000 10,000,000 36.3 10.4 Länsförsäkringar Göteborg och Bohuslän 5,000,000 11,162,490 16,162,490 22.2 16.9 Backahill 5,000,000 5,000,000 18.1 5.2 Family Hielte/Hobohm 19,293,745 19,293,745 7.0 20.2 Länsförsäkringar fondförvaltning AB 9,308,237 9,308,237 3.4 9.7 Fourth Swedish National Pension Fund 7,527,865 7,527,865 2.7 7.9 Carnegie Fonder 4,750,000 4,750,000 1.7 5.0 Lesley Invest (incl. private holdings) 2,771,490 2,771,490 1.0 2.9 Svolder AB 1,397,013 1,397,013 0.5 1.5 Nordea Investment Fund 1,200,734 1,200,734 0.4 1.3 Other shareholders 18,335,860 18,335,860 6.7 19.3

Total number of shares outstanding 20,000,000 75,747,434 95,747,434 100.0 100.0 Buyback of own shares 250,000 250,000

Total number of registered shares 20,000,000 75,997,434 95,997,434

KEY PERFORMANCE INDICATORS PER SHARE

2016 2015 2015 2015/2016 Jan-Sept Jan-Sept Jan-Dec Oct-Sept Equity, SEK 37.91 34.32 37.05 37.91 Long-term net asset value (EPRA NAV), SEK 46.96 40.51 43.16 46.96 Net asset value, SEK 41.52 36.40 38.62 41.52 Share price, SEK 56.75 34.70 38.00 56.75 Profit after tax, SEK 1) 1.84 4.08 6.81 4.57 Income from property management, SEK 2.42 2.03 2.78 3.17 Cash flow from operating activities, SEK 2.32 1.84 3.07 3.54 Number of shares as at end-September, thousand 95,747 95,747 95,747 95,747 Average number of shares, thousand 95,747 95,747 95,747 95,747

For definitions and calculations of Key Performance Indicators, please see pages 28-29.

1) There is no dilution effect, as there are no potential shares.. However, the number of outstanding shares will increase by 250,000 when the share savings scheme is completed.

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 27

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 135 Interim report

DEFINITIONS

Platzer applies ESMA guidelines on Alternative Performance Measures. The company presents some financial performance measures in the interim report which are not defined in IFRS. The company believes that these measures provide valuable complementary information to investors and company management since they facilitate evaluation of the company’s performance. Since not all companies calculate financial performance measures in the same way, these are not always comparable with measures used by other companies. These financial performance measures should therefore not be regarded as a replacement for the measures defined according to IFRS. The table below presents the alternative key performance indicators considered relevant. Platzer uses the alternative key performance indicators debt/equity ratio, interest coverage ratio, loan-to-value ratio, equity/assets ratio and return on equity since these are considered to provide relevant complementary information to readers of our report to enable them to assess the company’s ability to pay dividends and carry out strategic investments, and to assess its ability to meet its financial commitments. In addition, the company uses the key indicators investment yield and surplus ratio, which are measures that are considered to be relevant to investors who want to understand how the company generates results. As a listed company, Platzer also chooses to use key performance indicators per share that are relevant to the industry sector, such as long-term net asset value, EPRA NAV.

Key performance indicators are based on statements of income, financial position, changes in equity and cash flow. In the event that the key performance indicators cannot directly be derived from the above statements, the basis for and method by which these indicators are calculated as shown on the following page.

ALTERNATIVE PERFORMANCE DEFINITION AND CALCULATION MEASURES Debt/equity ratio Interest-bearing liabilities divided by equity. Interest coverage ratio Profit after financial income divided by interest expense. See calculation on the next page. Loan-to-value ratio Interest-bearing liabilities divided by the value of properties. Equity/assets ratio Equity divided by total assets. Return on equity Profit after tax as a percentage of average equity, translated into full-year value for interim periods. Attributable to parent company’s shareholders. See calculation on the next page. Key performance indicators per share: Equity and net asset value are calculated on the basis of the number of Equity, Long-term net asset value (EPRA NAV), outstanding shares on the balance date. Other key ratios are calculated Net Asset Value (NAV), Profit after tax, Income on the basis of the average number of outstanding shares. Profit after from management operations, Cash flow from tax refers to profit attributable to the parent company’s shareholders operating activities (definition as per IFRS). Long-term net asset value (EPRA NAV) Equity as per the balance sheet including reversals of interest rate derivatives and deferred taxes. Attributable to parent company’s shareholders. See calculation on the next page. Net asset value (NAV) Equity as per the balance sheet including reversal of interest rate derivatives (after deduction of 22% tax). Attributable to parent company’s shareholders. See calculation on the next page. Investment yield Operating surplus as a percentage of the average value of the properties, translated into full-year value for interim periods. See calculation on the next page. Surplus ratio Operating surplus as a percentage of rental income. Economic occupancy rate* Rental income as a percentage of rental value, where rental income is defined as rents charged plus supplements for heating and property tax, and rental value is defined as rental income plus estimated market rent (excluding supplements) for vacant areas (in their ‘as is’ condition). Rental value, SEK/sq. m. Rental value divided by lettable area, where rental value is defined as rental income plus estimated market rent (excluding supplements) for vacant areas (in their 'as is' condition). Translated into full-year value for interim periods.

*) The key performance indicators are operational and are not considered alternative performance measures according to ESMA guidelines.

28 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

13 INVITATION6 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

CALCULATION OF KEY PERFORMANCE INDICATORS

2016 2015 2015 2015/2016 Jan-Sept Jan-Sept Jan-Dec Oct-Sept Interest coverage ratio (multiple) Operating surplus 364 321 437 480 Central administration -25 -24 -35 -36 Interest income 0 0 0 0 Total 339 297 402 444 Interest expense -107 -102 -136 -141 3.2 2.9 3.0 3.2 Return on equity, % Attributable to parent company’s shareholders: Profit after tax - - 653 438 Income from management operations (translated into full-year values for interim periods) 305 260 - - Change in value, investment properties 247 305 - - Change in value, financial instruments -251 1 - - Total (adjusted for 22% tax) 235 441 652 438 Average equity 3,589 3,126 3,257 3,458 6.5 14.1 20.0 12.7 Long-term net asset value (EPRA NAV), SEK Attributable to parent company’s shareholders: Equity 3,629 3,286 3,548 3,629 Reversal of deferred taxes 424 338 392 424 Reversal of interest rate derivatives 443 255 192 443 Total 4,496 3,879 4,132 4,496 Number of shares 95,747 95,747 95,747 95,747 46.96 40.51 43.16 46.96 Net asset value, SEK Attributable to parent company’s shareholders: Equity 3,629 3,286 3,548 3,629 Reversal of interest rate derivatives (less 22% tax) 346 199 150 346 Total 3,975 3,480 3,698 3,975 Number of shares 95,747 95,747 95,747 95,747 41.52 36.40 38.62 41.52 Investment yield, % Operating surplus (translated into full-year values for 485 428 437 480 interim periods) Average value of properties 10,299 8,917 9,064 10,152 4.7 4.8 4.8 4.7

Lorensberg 62:1, Studenternas hus i Göteborg

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 29

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 137 Interim report

REPORT SIGNATURES

The Board of Directors and the Chief Executive Officer certify that the interim report, to the best of their knowledge, provides a true and fair view of the Parent Company’s and the Group’s operations, position and results and that it describes the significant risks and uncertainties to which the Parent Company and the companies included in the Group are exposed.

Gothenburg, 27/10/2016

Fabian Hielte Lena Apler Anders Jarl Chairman of the Board Board member Board member

Cecilia Marlow Ricard Robbstål Charlotte Hybinette Board member Board member Board member

P-G Persson CEO

Auditor’s report on review of condensed interim financial information (interim report) prepared in accordance with IAS 34 and Chapter 9 of the Swedish Annual Accounts Act

Introduction We have conducted a review of the condensed interim financial information for Platzer Fastigheter Holding AB (publ) as at 30 September 2016 and for the nine-month period then ended. The Board of Directors and the CEO are responsible for the preparation and presentation of this interim financial information in accordance with IAS 34 and the Swedish Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.

Scope of the review We have conducted our review in accordance with the International Standard on Review Engagements ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and performing analyt- ical and other review procedures. A review has a different focus and is substantially less in scope than an audit conducted in accordance with ISA and generally accepted auditing standards. The review procedures performed in the review do not enable us to obtain assurance that we would become aware of all significant circumstances that might be identified in an audit. The conclusion expressed based on the review therefore does not provide the assurance that an opinion expressed on the basis of an audit has.

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

Gothenburg, 27 October 2016 Öhrlings PricewaterhouseCoopers

Bengt Kron Authorised Public Accountant

30 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

13 INVITATION8 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Interim report

Lorensberg 62:1, student union building Studenternas hus, Gothenburg

PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016 31

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 139 Interim report

Q3CALENDAR Extraordinary General Meeting 14 November 2016 14:00 Year-end Report 2016 9 February 2017 08:00 Interim Report January-March 2017 27 April 2017 08:00 Annual General Meeting 2017 27 April 2017 Interim Report January-June 2017 7 July 2017 08:00 Interim Report January-September 2017 26 October 2017 08:00

For further information, please visit platzer.se or contact P-G Persson, CEO, +46 (0)734 11 12 22 / Lennart Ekelund, CFO, +46 (0)703 98 47 87

Platzer Fastigheter Holding AB (publ), Box 211, SE-401 23 GOTHENBURG Visiting address: Anders Personsgatan 16 Tel. +46 (0)31 63 12 00, Fax +46 (0)31 63 12 01 [email protected] platzer.se Registered office of Board of Directors: Gothenburg Corp. ID No.: 556746-6437

32 PLATZER INTERIM REPORT JANUARY -SEPTEMBER 2016

14 INVITATION0 TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) Addresses

Addresses

The company Platzer Fastigheter Holding AB (publ) Anders Personsgatan 16 P.O. Box 211 SE-401 23 Gothenburg Sweden Telephone number: +46 (0)31 63 12 00 www.platzer.se

Financial adviser Skandinaviska Enskilda Banken AB (publ) SEB Corporate Finance Kungsträdgårdsgatan 8 SE-106 40 Stockholm Sweden

Auditor Legal adviser ÖhrlingsPricewaterhouseCoopers AB Advokatfirman Vinge KB Torsgatan 21 Smålandsgatan 20 SE-113 21 Stockholm SE-111 87 Stockholm Sweden Sweden

INVITATION TO SUBSCRIBE FOR SHARES IN PLATZER FASTIGHETER HOLDING AB (PUBL) 141 Tel. +46 (0)31 63 (0)31 Tel. +46 Visiting address: Anders Personsgatan 16 Personsgatan Anders address: Visiting Box 211,Box SE-401 [email protected] platzer.se

1 2

0 0, Fax +46 (0)31 63 (0)31 +46 Fax 0,

2 3 GOTHENBURG 3 GOTHENBURG

1 2

0 1

Ineko Finanstryck 2016 / 275510