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Upphandling Av Finansiella Rådgivare Dear Sirs and Madams, Responding to T

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Upphandling Av Finansiella Rådgivare Dear Sirs and Madams, Responding to T Government Offices of Sweden 19th December, 2007 Re: Upphandling av finansiella rådgivare Dear Sirs and Madams, Responding to the Swedish Government’s newly introduced procedures for procurement of financial services, Merrill Lynch International (“Merrill Lynch”) is delighted to express its strong interest to act as financial advisor to Regeringskansliet in relation to the potential privatisation of the Swedish Government’s industrial holdings. It is our belief that Merrill Lynch is best placed to advice Regeringskansliet due to our: Experience and leadership in European M&A and ECM transactions, continuously creating innovative solutions, as recently evidenced by the ABN Amro consortium bid and the subsequent equity financings, and; Privatisation expertise in the European Union including Sweden, M&A and capital markets disposals, ensuring highest quality and proactive advice with due consideration given to political sensitivities We are confident that the combination of our expertise in advising on and executing privatisations, our extensive experience in large M&A and equity capital markets transactions, our strong global franchise and track record in the financial services industry and our vast knowledge of the Swedish Government’s companies’ operations and strategy will prove to be of significant value to current and future privatisation processes. Merrill Lynch offers to the Swedish Government services related to strategic advice, M&A advice (buy side and sell side), capital raisings and issuance, restructurings, valuation, capital structure and related advice. Merrill Lynch has all relevant authorisations and fulfils all legal and regulatory requirements and standards required for completion of the above mentioned services. The team at Merrill Lynch is fully committed to working with the Swedish Government with respect to the potential privatisation of its industrial holdings. Please do not hesitate to contact us should you have any questions or comments. Yours sincerely, Anders Bergendahl Company Name: Merrill Lynch International, a wholly Managing Director owned subsidiary of Merrill Lynch & Co., Inc. Vice Chairman of Investment Banking EMEA Address: Merrill Lynch Financial Centre 2 King Edward Street Tel: +44 20 7995 2800 London EC1A 1HQ United Kingdom Mob: +44 7785 363 381 Registration Number: 2312079 (United Kingdom) Email: [email protected] Contact Person: Anders Bergendahl - 1 - Credentials and Relevant Experience In recognition of our successes, Merrill Lynch has received several of the most prestigious accolades in the Investment Banking industry. Recent Industry Awards Global Investment Global Equity House of Global Equity House of Best FIG House of the European Investment European M&A House Global Investment Best Investment Bank Best Equity House Bank of the Year 2006 IPO of the Year 2006 Bank 2007 the Year 2007 the Year 2006 Year 2007 Bank of the Year 2007 2007 Bank 2006 Globally 2005 Globally 2005 Merrill Lynch has over time and across regions been a trusted advisor to corporations and Governments alike as evidenced by our leading league table positions in M&A as well as equity: Global M&A Equity Goldman Sachs 7.9% Merrill Lynch 9.0% Morgan Stanley 7.4% JP Morgan 9.0% Merrill Lynch 6.4% UBS 8.2% UBS 6.0% Citi 7.7% JPMorgan 5.4% Morgan Stanley 7.3% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% % Share % Share Note: 2001-2007YTD Note: 2007YTD Europe M&A Equity Goldman Sachs 7.9% Merrill Lynch 8.7% Morgan Stanley 7.5% Deutsche Bank 8.4% Merrill Lynch 6.4% JP Morgan 7.8% UBS 6.1% UBS 7.6% Rothschild 5.4% Morgan Stanley 7.3% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 6.5% 7.0% 7.5% 8.0% 8.5% 9.0% % Share % Share Note: 2001-2007YTD Note: 2004-2007YTD Merrill Lynch has developed a strong Nordic franchise in all financial products and services, including M&A, equity and fixed income, among others. Nordic November 2007 April 2007 January 2007 January 2007 December 2006 October 2006 October 2006 February 2006 January 2006 December 2005 NOK5.8bn $15.2bn $400m €470m Undisclosed €1.3bn €1 3bn Undisclosed €4.5bn $1 5bn Sale of GET to Quadrangle Acquisition of Sale of SCA North HTCC/TDC acquisition of Public offer by Acquisition by Public offer by Old Public offer by and Goldman Sachs Capital Sale of Plantasjen to Apax Acquisition of Kapiteeli MedImmune American Packaging Invitel LogicaCMG Capvest Mutual Macquarie Airports Partners Advisor to HTCC/TDC and Lead Advisor to Advisor to Advisor to Candover Advisor to AstraZeneca Advisor to SCA Advisor to EQT Advisor to Sponda Advisor to Capvest Broker to Old Mutual Manager on Financing LogicaCMG Copenhagen Airports Merrill Lynch’s Experience in Privatisation Programmes Merrill Lynch is one of the leading advisors to Governments on privatisations around the world. We have been involved in a large number of high-profile and complex M&A and equity transactions. We understand the considerations and issues specific to privatisations very well and can draw from our extensive experience to develop innovative approaches and solutions to fulfil Governments’ goals and expectations. Merrill Lynch has regular dialogues with the Governments in the Nordic region and companies in which they have stakes regarding privatisations and corporate governance issues. Over the past five years we have advised the Governments of Denmark, Finland and - 2 - Norway and a number of companies that they control on privatisations issues. Some of the key recent privatisations in the Nordic regions in which Merrill Lynch has been involved include: The defence of Copenhagen Airport and subsequent sale of a 60.8% stake in the company controlled by the Government of Denmark to Macquarie Airports for $1.5bn, in December 2005 The spin-off from Fortum and $750m IPO of Neste Oil by the Government of Finland, in April 2005 The $1.6bn secondary offering of shares in Statoil by the Government of Norway, in February 2005 The €470m secondary offering of shares in Fortum by the Government of Finland, in June 2002 Some of the recent key privatisations outside the Nordic regions in which Merrill Lynch has been involved include: The $5.0bn IPO of DP World in November 2007 (largest IPO ever in the Middle East region) The recent $4.6bn secondary offering of shares in British Energy, in June 2007 (the largest UK privatisation in the last 14 years); The $21.9bn IPO of Industrial and Commercial Bank of China, in October 2006 (the world’s largest ever IPO) The $1.3bn IPO of Qinetiq, in February 2006 The $23.6bn acquisition by Vinci of the French State’s stake in Autoroutes du Sud de la France, in December 2005 (the largest ever all-cash offer for a French corporate) The $1.2bn capital increase and restructuring of Alitalia, in December 2005, and the current sale of the airline The $1.1bn IPO of Air China, in December 2004 (the second largest airline sector IPO ever) Experience of Privatisations and Governmental Companies Ongoing Ongoing Ongoing November 2007 July 2006 April 2006 March 2006 February 2006 TBD TBD $5.0bn $1.7bn €2.0bn $77m $1.3bn Advisor to the Privatisation of Restructuring of the Sale of a 21% stake Government of Pakistan Russian electricity IPO Add-on owned by the French Add-on IPO Serbia on the Petroleum Ltd State to privatisation of NIS sector and Petrohemija Joint Bookrunner Sole Bookrunner Joint Bookrunner September 2007 June 2007 February 2007 February 2007 December 2005 December 2005 December 2005 October 2005 €39.7bn $4.6bn $322m $1.6bn €20.1bn €1.0bn $1.5bn $7.6bn Government of France Privatisation Merger/Privatisation Add-on IPO Sale of remaining and Defence Advisor on IPO of Gaz deFrance Rights Issue stake in Restructuring Bid from Joint International Joint Bookrunner Joint Bookrunner Distributor Co-Lead Manager December 2006 October 2006 October 2006 October 2006 July 2005 July 2005 June 2005 June 2005 $2.4bn €1.3bn $21.9bn $1.3bn $4.9bn $5.5bn $3.3bn $100m ICBC Italian Institutional IPO Has Acquired IPO IPO IPO IPO Government sold Placing 20m shares in Enel Joint Global Joint Global Joint Global Global Coordinator Joint Global Coordinator & Coordinator & Joint Coordinator & Joint Global & Joint Coordinator & Joint Bookrunner Bookrunner Joint Bookrunner Coordinator Lead Manager Joint Bookrunner Sole Bookrunner May 2005 May 2005 April 2005 April 2005 February 2005 December 2004 October 2004 September 2004 September 2004 September 2004 March 2003 December 2002 December 2002 November 2002 November 2002 $15.2bn €758m $750m €3.6bn $1.6bn $1.1bn $9.7bn $3.4bn $2.5bn $6.1bn €2.6bn $6.5bn €365m $1.5bn €8.3bn Government of Czech Republic Israel Portugese Government Sale of Wind Italian Government Canadian Government French Government Sale of Sale of a 54% Sale of 30% Sale of 51.1% IPO Telecommunication IPO Add-on sold a 20% stake in IPO sold a 19% stake in sold a 9.5% stake in Has Merged with Has Merged with Telecommunication IPO stake in stake in stake to to Enel Petro Canada France Telecom Network to Joint Global Global Coordinator & Joint Global International Coordinator & Joint Joint Bookrunner Joint Bookrunner Bookrunner Coordinator Manager Joint Bookrunner Co-Lead Manager Global Bookrunner November 2002 September 2002 June 2002 June 2002 March 2002 Feb 2002 June 2001 June 2000 March 2000 June 1999 May 1999 September 1998 December 1997 October 1997 January 1997 €2.2bn $157m $400m €464m €3.7bn €7.9bn $2.3bn €1.3bn $1.9bn €3.5bn Undisclosed $276m $1.0bn €3.8bn €2.7bn Government of France Series of Privatisation and Sale of a 14% Sale of a 51% stake Secondary Sale of Eurogen Has Acquired Has Acquired Rights Issue Privatisation Has Merged with Has been Add-on transactions Add-on Has Acquired Financial Strategy stake in in Offering SpA to Creation of third Sold to largest German Advisory utility Advisor to Ministry Global Coordinator Lead Manager & Advisor to Ministry of Finance (controlling Sole Bookrunner & Sole Bookrunner Bookrunner Joint Bookrunner Sole Bookrunner of Finance shareholder) We employ more than 50 experienced professionals with Nordic backgrounds.
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