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Information to Shareholders in Investment AB Kinnevik (Publ) Prior to the Extraordinary General Meeting to Be Held on 11 May 2009

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Information to Shareholders in Investment AB Kinnevik (Publ) Prior to the Extraordinary General Meeting to Be Held on 11 May 2009 Information to shareholders in Investment AB Kinnevik (publ) prior to the Extraordinary General Meeting to be held on 11 May 2009 Acquisition of Emesco AB Table of Contents Background and Reasons for the Transaction............................................................................... 3 Emesco................................................................................................................................................ 4 The Transaction ................................................................................................................................. 5 Effects of the Transaction on Kinnevik ........................................................................................... 7 Summary of the Transaction Agreement......................................................................................... 9 Fairness Opinions............................................................................................................................ 13 Extraordinary General Meeting, 11 May 2009 The Board of Directors of Investment AB Kinnevik (publ) (“Kinnevik”) proposes that the shareholders in Kinnevik at the Extraordinary General Meeting (“EGM”) to be held on Monday 11 May 2009 at 11.00 am CET after the Annual General Meeting (“AGM”), approves the acquisition of all shares in Emesco AB (“Emesco”). For information regarding participation at the EGM, see the notice to the EGM available at www.kinnevik.se. This information brochure has been prepared to provide information for the shareholders in Kinnevik of relevance to the decisions to be made at the Extraordinary General Meeting to be held on 11 May 2009, regarding Kinnevik’s acquisition of all shares in Emesco. This information brochure has been prepared in Swedish and translated into English. In the event of any discrepancies between the Swedish document and this translation, the Swedish version shall prevail. This information brochure will be available on Kinnevik’s website (www.kinnevik.se), at Kinnevik’s head office in Stockholm and at SEB Enskilda’s office, Kungsträdgårdsgatan 8, Stockholm; it will also be sent to those shareholders in Kinnevik who wants to receive it in printed form. The information brochure can be ordered at 08-562 000 98. This information brochure is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This information brochure does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”). The shares may not be offered or sold in or into the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. │2 Background and Reasons for the Transaction The Transaction On 23 April 2009 the Board of Directors of Kinnevik signed an agreement to acquire all the shares of Emesco from Sapere Aude Trust reg., the Estate of Jan Hugo Stenbeck and Hugo Stenbecks Stiftelse (together the “Sellers”). As consideration for the shares of Emesco, Kinnevik will pay to the Sellers (i) approximately 16.7 million newly issued Kinnevik class B shares, (ii) approximately 24.8 million Kinnevik class A shares currently held by Emesco, (iii) cash consideration corresponding to Emesco’s net cash balance at the closing of the transaction and (iv) contingent rights to future cash payments of up to SEK 22.39 million relating to certain tax assets of Emesco. The Kinnevik class B shares being issued as consideration to the Sellers are valued at SEK 87.72 per share in the transaction, a premium of 17.5 percent to the volume weighted average Kinnevik class B share price over the last ten trading days prior to signing of the transaction on 23 April. Emesco is currently the main shareholder in Kinnevik, owning approximately 9.5 percent of the capital and 35.5 percent of the votes. Emesco holds shares in Kinnevik, Tele2 AB (“Tele2”), Modern Times Group MTG AB (“MTG”), Transcom WorldWide S.A. (“Transcom”) and Metro International S.A. (“Metro”). Following the transaction, the largest shareholders of Kinnevik will be Sapere Aude Trust reg. with approximately 12.1 percent of the capital and 31.0 percent of the votes, and the Estate of Jan Hugo Stenbeck with approximately 6.1 percent of the capital and 17.6 percent of the votes. Reasons for the Transaction The Board of Directors of Kinnevik has considered the following factors for the shareholders in Kinnevik when evaluating the transaction. A further step to simplify the ownership structure of Kinnevik. Better alignment of interest between Kinnevik and its major shareholders, by concentrating the ownership in major listed holdings to Kinnevik. Increased ownership in several core holdings. In MTG in particular, the acquisition of 5.4 percent of the capital means that Kinnevik will complement its current voting influence with a high share of capital. Strengthening of Kinnevik’s financial position by SEK 1.5 billion through increased equity. The Board of Directors of Kinnevik has obtained fairness opinions from SEB Enskilda and Deloitte to the effect that the transaction is fair from a financial point of view for Kinnevik’s shareholders. The Board recommends the shareholders of Kinnevik to vote in favour of the transaction at the EGM, which will be held immediately after the AGM on 11 May 2009. The transaction is supported by Kinnevik shareholders representing in total 32.1 percent of capital and 69.0 percent of votes of which Emesco represents 9.5 percent of capital and 35.5 percent of votes. Stockholm, 27 April 2009 Investment AB Kinnevik (publ) Board of Directors │3 Emesco Emesco AB, is today owned by Sapere Aude Trust reg. (approximately 75 percent), the Estate of Jan Hugo Stenbeck (approximately 22 percent), and Hugo Stenbecks Stiftelse (approximately 3 percent). Emesco is a holding company for a portfolio of ownership interests in Kinnevik, Tele2, MTG, Transcom and Metro. Overview of Emesco’s Holdings Emesco’s principal assets are ownership interests in Kinnevik, Tele2, MTG, Transcom and Metro. Emesco is currently the main shareholder in Kinnevik, controlling approximately 9.5 percent of the capital and 35.5 percent of the votes. The principal assets of Emesco are summarized below. Number of shares Ownership Company Class A Class B Capital Votes Kinnevik 24,780,367 0 9.5% 35.5% Tele2 7,763,475 2,251,137 2.3% 10.2% MTG 3,328,845 240,000 5.4% 16.6% Transcom 3,711,905 0 5.1% 10.1% Metro 8,714,177 4,660,383 2.5% 3.2% In addition, Emesco owns certain other assets, primarily consisting of cash as well as deferred tax assets and tax losses carried forward. Ownership of Emesco Emesco is owned by three shareholders: Sapere Aude Trust reg. is a Liechtenstein trust enterprise (Treuunternehmen) of unlimited duration established by Märtha Stenbeck for the benefit of her four grandchildren, Cristina Stenbeck, Hugo Stenbeck, Sophie Stenbeck and Max Stenbeck. The trust is managed by an independent board of trustees unrelated to any of the beneficiaries, and members of the board of trustees are appointed by cooptation, meaning that the board of trustees themselves appoint their members. The beneficiaries of the trust do not appoint the members of the board of trustees. The Estate of Jan Hugo Stenbeck is under administration, managed by inter alia advokat Magnus Kindstrand (Sw: boutredningsman). Cristina Stenbeck is one of the beneficiaries of the Estate. The beneficiaries of the Estate have no influence over its administration and management. Hugo Stenbecks Stiftelse is a charitable foundation organized in Sweden, with the purpose of supporting childcare, education and care of the elderly in Sweden. The foundation is managed by a board of directors, consisting of Cristina Stenbeck and Sophie Stenbeck. │4 The Transaction As consideration for the shares in Emesco, Kinnevik will pay to the Sellers: I. 16,676,260 newly issued Kinnevik class B shares1. The shares will represent approximately 6.0 percent of the capital and 2.3 percent of the votes in Kinnevik post issuance; II. 24,780,367 Kinnevik class A shares, constituting Emesco’s current holding of Kinnevik class A shares acquired by Kinnevik in the transaction; III. Cash consideration corresponding to Emesco’s expected net cash position at the closing of the transaction. At 31 December 2008, the net cash position was approximately SEK 95 million; and IV. Contingent rights to future cash payments of up to SEK 22.4 million in respect to certain deferred tax assets and tax losses carried forward of Emesco. As part of the transaction, Emesco’s holding of Kinnevik class A shares will be distributed as dividend to Kinnevik, which will use these class A shares as part of the consideration for the Emesco shares. The effect is that the Sellers will receive the Kinnevik class A shares as consideration for Emesco’s holding of these class A shares, and Kinnevik will therefore not need to issue any new class A shares in the transaction. Transaction in summary** Emesco assets Consideration Kinnevik A shares SEK 1,945 m A-shares (1,945m) Tele 2 shares* SEK 756 m MTG shares* SEK 675 m B-shares (1,305m) Transcom shares* SEK 80 m Metro shares* SEK 11 m Cash equal to the Emesco cash position position at closing Additional cash for tax assets Cash
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