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Carnegie Investment Bank AB (Publ) ANNUAL REPORT 2018 Reg No

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Carnegie Investment Bank AB (Publ) ANNUAL REPORT 2018 Reg No Carnegie Investment Bank AB (publ) ANNUAL REPORT 2018 Reg no. 516406-0138 Contents Board of Directors’ report .................. 3 Corporate governance ........................ 7 Five-year review ................................ 10 Risk, liquidity and capital management ..................................... 11 Consolidated statements of comprehensive income .................. 15 Consolidated statements of financial position ........................... 16 Consolidated statements of changes in equity ........................... 17 Parent company income statements ....................................... 18 Parent company balance sheets .......... 19 Parent company statements of changes in equity ........................... 20 Cash flow statements ........................ 21 Accounting principles ........................ 22 Notes .............................................. 28 Certification ..................................... 52 Auditor’s report ............................... 53 Definitions ....................................... 56 BOARD OF DIRECTORS’ REPORT Board of directors’ report The Board of Directors and CEO of Carnegie Investment Bank outstanding reputation among advisers in the Nordic M&A market AB (reg. no. 516406-0138) hereby present the annual report of (Kantar Sifo Prospera, Euromoney). operations in the parent company and the Group for the fi nancial year 2018. Nordic equity market (equity research & trading) Trading volumes on the Nordic stock exchanges in 2018 ended on OPERATIONS par with the preceding year. Carnegie increased its trading in Nordic Carnegie is a Nordic investment and private bank with operations equities and increased its market shares during the period (Fides- in the business areas of Investment Banking & Securities and Pri- sa). The regulatory impact of MiFID II, including the altered com- vate Banking. Carnegie offers fi nancial products and services to pensation structure for equity research and brokerage, was a prime Nordic and international clients from offi ces in seven countries: concern for market players during the year. The impact on Carneg- Sweden, Denmark, Norway, Finland, Luxembourg, the UK and ie was limited and total compensation did not change compared to the US. Business is conducted in both subsidiaries and branches of the preceding year. Carnegie. In parallel, Carnegie further strengthened its reputation during the year. According to most client surveys, Carnegie tops the rank- OWNERSHIP ings for equity research, equity sales and execution (Extel, Institu- Carnegie Investment Bank AB (publ) is a wholly owned subsidiary tional Investors, Financial Hearings, Kantar Sifo Prospera). of Carnegie Holding AB, reg. no. 556780-4983, which is owned by Altor Fund III (“Altor”) and employees of Carnegie. Corporate bonds and fi xed income instruments (DCM/Fixed Income) MARKET & POSITION The Nordic corporate bonds market was characterised by relative- Corporate transactions market ly good market conditions and high transaction volumes in 2018, Equity capital market transactions (ECM) apart from a distinct cooldown in the last quarter of the year. Car- Higher market volatility in 2018 gave rise to somewhat lower negie acted as adviser in 18 transactions in 2018 across the Nordic activity in equity capital market transactions in the Nordics. This market, including bond issues by Stillfront (SE), Lendify (SE) and included a decline in the number of IPOs compared to the record Polygon (SE). number in the preceding year. For the second year running, Carnegie was ranked fi rst among Carnegie nevertheless continued to leverage its strong market all market providers in the High Yield segment in Kantar Sifo Pros- position as an adviser and broker and was involved in more ECM pera’s annual customer survey. transactions than any other fi rm in the Nordic market, includ- ing 13 of the major IPOs of the year (Thomson Reuters). In ad- Wealth management market dition, Carnegie participated in two non-Nordic IPOs: the listing The gradually increasing volatility in stock exchanges worldwide of Neoen in Paris and the Port of Tallinn’s initial public offering gave reason to progressively lower equity weights in Carnegie on Nasdaq Estonia. The Nordic IPOs in which Carnegie was in- Private Banking’s overall asset allocation. In parallel, overweight volved include Lime (SE), Calliditas (SE), NCAB (SE), Bygghemma in alternative investments, including unlisted assets, created good (SE), Arion Bank (SE/IS), Elkem (NO), Oma Savings Bank (FI) investment opportunities for Carnegie’s private investors during the and Altia (FI). Carnegie also participated in numerous equity invest- year. ments, including Stora Enso (FI) on behalf of Solidium and SSAB The positive development of the business persisted, with good (SE) for Industrivärden. net growth in the client base. Its attractiveness was also confi rmed For the third consecutive year, Carnegie defended its top rank- in external assessments. Carnegie defended its top ranking among ing among advisers in equity capital market transactions in Sweden Swedish private banking fi rms in both the annual Euromoney mar- and the Nordics. (Kantar Sifo Prospera, Euromoney). ket survey and Kantar Sifo Prospera’s annual customer evaluation. As part of its growth strategy in Private Banking, Carnegie Mergers, acquisitions & sales (M&A) chose to open a new offi ce in the autumn in Linköping, where the In pace with the cooling trend for IPOs, Nordic market conditions market base also includes the urban regions of Norrköping and for M&A became proportionately more favourable. Building on the Jönköping. Meanwhile, Carnegie exited the Luxembourg market momentum of an active market, Carnegie was involved in about 30 when the sale of Banque Carnegie Luxembourg S.A. closed in transactions during the year. This makes Carnegie one of the most January 2019. frequently engaged advisers in connection with business sales and Carnegie Private Banking has also successfully implemented the acquisitions (Thomson Reuters). regulatory adaptations governed by MiFID II, which has resulted in Carnegie participated during the year in deals including Shear- an altered compensation structure within discretionary asset man- water GeoServices’ (NO) acquisition of Schlumberger’s marine agement. Client’s assets under management (AuM) with Carnegie seismic acquisition business (UK), Nordic Capital and Sampo’s amounted to SEK 110 billion (110) at the end of the year, which buyout of Nordax (SE), Orkla’s takeover bid for Kotipizza (FI) is unchanged in relation to 2017, in spite of weaker stock market and Jyske Bank’s sale of Nordjyske Bank (DK). Carnegie has an performance at the end of the year. Reg no. 516406-0138 CARNEGIE INVESTMENT BANK AB | Annual Report 2018 3 BOARD OF DIRECTORS’ REPORT GROUP FINANCIAL PERFORMANCE and Danish operations both contributed to the income growth, Group operating income amounted to SEK 2,423 million (2,472) driven primarily by increased assets under management and higher for the full year of 2018, a decrease of 2 percent year-on-year. Op- transaction income. erating expenses during the same period amounted to SEK 1,734 However, the process of selling the business in Luxembourg million (1,569). The Group is reporting operating profi t of SEK entailed weaker earnings for the offi ce during the year, which had 689 million (903). Profi t before tax amounted to SEK 392 million negative impact on overall income performance for the business (469), a decrease of 16 percent year-on-year. area. The regulatory adaptation of MiFID II and the transition to a Operating income statement new compensation structure had limited impact on total income January – December, SEKm 2018 2017 during 2018. Continuing operations Investment Banking & Securities 1,759 1,822 Costs Private Banking 664 650 Operating expenses amounted to SEK 1,734 million (1,569), an Operating income 2,423 2,472 increase of 10 percent in relation to the corresponding period last Personnel expenses before variable year. The increase was driven by staff reinforcements implemented remuneration -1,153 -1,036 to further enhance Carnegie’s market position and growth strategy. Other expenses -582 -533 The reinforcements are mainly in corporate advisory and private Operating expenses -1,734 -1,569 wealth management advisory. The average number of employees Operating profi t 689 903 increased from 590 to 600. The increase is also related to items including investments in IT, system adjustments to meet new regu- Financing expenses, variable remuneration, etc. -297 -434 latory requirements and currency effects. Profi t before tax 392 469 Tax -90 -124 Profi t Profi t for the year from continuing operations 302 345 Profi t before tax for the period was SEK 392 million (469), down 16 percent from the same period last year. Discontinued operations Profit for the year from discontinued operations – 7 Operating profi t amounted to SEK 689 million (903), a decrease Net profi t for the year 302 352 of 24 percent year-on-year. Provisions for the costs of variable remuneration decreased due Employees, continuing operations to lower profi t. Profi t after tax for the year decreased by 12 percent Average number of employees 600 590 in relation to last year to SEK 302 million (345). Number of employees at the end of the year 606 598 Fluctuations in exchange rates have not exceeded 1 percent for See page 56 for defi nitions. income, costs and profi t, respectively. Income INVESTMENTS Investment Banking & Securities Consolidated investments in fi xed assets amounted to
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