Information to SDR Holders in VNV Global Ltd. Information to Holders of Swedish Depository Receipts (“Sdrs”) in VNV Global Ltd

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Information to SDR Holders in VNV Global Ltd. Information to holders of Swedish Depository Receipts (“SDRs”) in VNV Global Ltd. (“VNV Bermuda”, the “Company” or the “Bermuda Company”) regarding the ongoing domicile change of the VNV Global group from Bermuda to Sweden (the “Redomestication”).

Important information This document has been prepared for the purpose of providing information to the SDR holders of VNV Bermuda regarding the ongoing Redomestication and the exchange of securities. Additional documents describing the Redomestication and the Scheme of Arrangement (as defined below) are available on the Company’s website, www.vnv.global. Detta dokument finns även tillgängligt på svenska. Background 2 and reasons

On 7 April 2020, the Company unanimously to approve the Scheme The Company has carefully announced the Board of Directors’ of Arrangement and, by extension, considered the effects of the proposal to change the domicile of the the Redomestication. On 2 June Redomestication on their sharehold- VNV Global group from Bermuda to 2020, the Company applied to the ers. Sweden has a well-developed Sweden. Bermuda Court for an order sanc- legal system that encourages a high By order of the Supreme Court of tioning the Redomestication by way standard of corporate governance and Bermuda (the “Bermuda Court”), the of the Scheme of Arrangement. The the VNV Global group will remain sub- Board of Directors of the Company Bermuda Court heard and sanctioned ject to IFRS reporting requirements convened a special meeting of SDR the Company’s application at a hear- and the corporate governance rules of holders in the Company on 28 April ing on 9 June 2020. Nasdaq Stockholm and the Swedish 2020 (the “Scheme Meeting”) to vote The Company believes that the Code of Corporate Governance. on the proposed Redomestication, Redomestication will increase the by way of a Bermuda scheme of VNV Global group’s strategic flexibil- Hamilton, Bermuda, 10 June 2020 arrangement (the “Scheme of ity while posing no noticeable risks to VNV GLOBAL LTD. Arrangement”). The Scheme Meeting, the operating model, long-term strat- The Board of Directors which was held immediately follow- egy and ability to maintain a competi- ing the Annual General Meeting of the tive worldwide effective corporate tax Company on 12 May 2020, resolved rate.

Contents

Background and reasons...... 2 Description of the Redomestication...... 3 The ownership structure before and after the Redomestication...... 3 Indicative timetable...... 3 Questions and answers...... 4 Certain tax considerations...... 5 Swedish Tax Considerations...... 5 Taxation of Capital Gains...... 5 Taxation of Dividends...... 6 Transfer Tax...... 6 US Tax Considerations...... 6 Bermuda Tax Considerations...... 7 Where you can find additional information...... 8 Glossary...... 8 Description of the 3 Redomestication

The Redomstication is implemented The Redomestication entails that by way of the sanctioned Scheme of each SDR holder in VNV Bermuda will Arrangement, whereby SDRs in VNV have the same ownership share and Bermuda are exchanged for com- voting power in VNV Sweden as that mon shares in the new group parent holder previously had in VNV Bermuda. company VNV Global AB (publ), reg. For ease of reference, please see the no. 556677-7917 (“VNV Sweden” or ownership structure below, illustrat- the “Swedish Company”). SDR holding the structure before and after the ers do not need to take any action Redomestication. The Redomestication to get their SDRs exchanged as the does not affect the VNV Global group’s SDRs in VNV Bermuda automatically current or future operations as no will be exchanged to shares in VNV restructuring of the VNV Global group Sweden. is carried out apart from the change of parent company.

The ownership structure Before the Redomestication After the Redomestication before and after the Redomestication SDR holders Shareholders Pareto (Custodian) VNV Sweden

VNV Bermuda VNV Cyprus

VNV Cyprus Holding and portfolio VNV Bermuda companies Holding and portfolio VNV Sweden companies

Indicative timetable Wednesday Prospectus for the admission to trading of the shares of 24 June 2020 the Swedish Company on Nasdaq Stockholm issued.

Friday Last day of trading of SDRs in VNV Bermuda. SDR 26 June 2020 holders who do not wish to have their SDRs exchanged for common shares in VNV Sweden must sell their holdings of SDRs no later than this date.

Monday First day of trading of common shares in VNV Sweden. 29 June 2020

Tuesday Record date for the exchange of SDRs in VNV Bermuda to 30 June 2020 common shares in VNV Sweden in the VPC register.

Wednesday Exchange of SDRs in VNV Bermuda to common shares in 1 July 2020 VNV Sweden. Questions and 4 answers

Q: As a SDR holder, do I have to take Q: Is the Redomestication a taxable any special action to receive shares in transaction for either the Bermuda the Swedish Company? Company or the Swedish Company? A: No. Your SDRs will be exchanged A: No. The Redomestication is not for common shares in the Swedish expected to have any tax conse- Company without any action on your quences for VNV Sweden. part. If you currently hold SDRs representing common shares of the Q: What are the most important Bermuda Company in certificated Swedish corporate tax consequences form, following the Redomestication, of being organized as a Swedish your share certificates will cease to holding company? have effect as documents or evidence A: VNV Sweden will be subject to of title. The transfer agent will make Swedish corporate tax at currently an electronic book-entry in your name. 21.4 per cent on any taxable net prof- its. Holdings in unlisted shares are Q: Will the Redomestication dilute my generally exempt from taxation. economic interest? A: No. As each SDR representing Q: Will there be Swedish withholding a common share in VNV Bermuda tax on future share repurchases, if any, is exchanged for one share in VNV by the Swedish Company? Sweden, no dilution of economic inter- A: Payments as a result of repur- est in the VNV Global group will occur chases of shares by VNV Sweden, as a result of the Redomestication. through an offer directed to all shareholders or all holders of shares of Q: After the Redomestication, where a certain class, will be subject to can I trade shares in the Swedish Swedish withholding tax for non-res- Company? ident shareholders. The withholding A: The common shares of the tax rate is 30 per cent. The tax rate Swedish Company will be listed on is, however, generally reduced under Nasdaq Stockholm. In connection applicable tax treaties. therewith a prospectus will be issued by the Swedish Company in order to Q: Will there be Swedish withholding admit its common shares to trading tax on future dividends, if any, by the on Nasdaq Stockholm. The prospec- Swedish Company? tus is expected to be issued on 24 A: Dividend payments by VNV June 2020 and first day of trading in Sweden to non-resident shareholders the common shares of the Swedish as a result of redemption of shares Company is expected to be 29 June will be subject to Swedish withholding 2020. tax. The withholding tax rate is 30 per cent. The tax rate is, however, gen- Q: Is the Redomestication a taxable erally reduced under applicable tax event for me? treaties. A: Exchange of SDRs in VNV Bermuda for shares of VNV Sweden may have tax consequences for the SDR holder, depending on the tax sta- tus and tax residence of the individual SDR holder. Please refer to the section “Certain Tax Considerations” on page 5. Certain tax 5 considerations

The information presented under sec- SWEDISH TAX CONSIDERATIONS Taxation of Capital Gains tion “Swedish Tax Considerations” is Below is a summary of certain The exchange of SDRs in VNV a discussion of the material Swedish Swedish tax issues related to the Bermuda for shares of VNV Sweden is tax consequences (1) for share- Redomestication and the admis- a taxable disposal of the SDRs in VNV holders resident for tax purposes sion for trading of the shares in VNV Bermuda for Swedish tax purposes. in Sweden of the Redomestication Sweden on Nasdaq Stockholm for and (2) of the ownership and dis- private individuals and limited liabil- Private individuals position of the VNV Sweden voting ity companies that are residents of For private individuals resident in shares for shareholders resident for Sweden for tax purposes, unless oth- Sweden for tax purposes, capital tax purposes in Sweden or a country erwise stated. The summary is based gains are taxed in the capital income outside of Sweden. The information on current legislation and is intended category. The tax rate in the capital presented under sections “US Tax to provide only general information. income category is 30 percent. Considerations” and “Bermuda Tax Special tax rules apply to certain The capital gain or the capital loss Considerations” is a discussion of the categories of companies. The tax con- on the Redomestication is computed material US and Bermuda tax conse- sequences for each individual share- as the difference between the con- quences of the Redomestication. holder depend on such shareholder’s sideration (the fair market value of the You should consult your own particular circumstances. Each share- shares in VNV Sweden), less selling tax advisor regarding the appli- holder is advised to consult an inde- expenses, and the acquisition value cable tax consequences of the pendent tax advisor as to the tax con- (of the SDRs). The acquisition value for Redomestication and of the own- sequences that could arise from the all SDRs of the same class and type ership of the VNV Sweden shares Redomestication and the admission shall be added together and com- under the applicable legislation, for trading of the shares on Nasdaq puted collectively in accordance with including the effect of a tax treaty. Stockholm. the so-called average method (Sw. genomsnittsmetoden). As an alterna- The summary does not cover: tive, the so-called standard method — situations where shares are held as (Sw. schablonmetoden), may be used current assets in business operations; at the disposal of listed SDRs/shares. — situations where shares are held by This method means that the acqui- a limited partnership or a partnership; sition value may be determined as — situations where shares are held in 20 percent of the consideration less an investment savings account (Sw. selling expenses. investeringssparkonto); Capital losses on listed SDRs/ — the special rules regarding tax-free shares and other listed securities capital gains (including non-deductible taxed as shares may be fully off- capital losses) and dividends that may set against taxable capital gains the be applicable when the investor holds same year on SDRs/shares, as well shares in VNV Bermuda and VNV as on listed securities taxed as shares Sweden, respectively, that are deemed (however not mutual funds, Sw. värde to be held for business purposes (for pappersfonder, or hedge funds, Sw. tax purposes); specialfonder, containing Swedish — the special rules which in certain receivables only, Sw. räntefonder). cases may be applicable to shares Capital losses not absorbed by these in companies which are or have set-off rules are deductible at 70 per- been so-called close companies (Sw. cent in the capital income category. fåmansföretag) or to shares acquired Should a net loss arise in the cap- by means of such shares; ital income category, a reduction is — foreign companies conducting busi- granted of the tax on income from ness through a permanent establish- employment and business opera- ment in Sweden; or tions, as well as national and municipal — foreign companies that have been property tax. This tax reduction is 30 Swedish companies. percent of the net loss that does not exceed SEK 100,000 and 21 percent of any remaining net loss. A net loss cannot be carried forward to future tax years. Certain tax considerations 6

VNV Sweden will apply for guid- Preliminary tax of 30 per cent is with- they have been residents of Sweden ance from the Swedish Tax Agency on held on dividends paid by Euroclear due to a habitual abode in Sweden or the taxable value of the shares in VNV Sweden or by another legal entity a stay in Sweden for six consecutive Sweden to be used in the computation domiciled in Sweden. months at any time during the calen- of a capital gain or loss. dar year of disposal or the ten calendar Limited liability companies years preceding the year of disposal. Limited liability companies For limited liability companies (Sw. In a number of cases though, the For limited liability companies (Sw. aktiebolag) all income, including divi- applicability of this rule is limited by tax aktiebolag) all income, including tax- dends, is taxed as income from busi- treaties. able capital gains, is taxed as income ness operations at a rate of 21.4 per from business operations at a rate of cent (to be decreased to 20.6 per cent Transfer Tax 21.4 percent (to be decreased to 20.6 for financial years commencing after There is no transfer tax payable in per cent for financial years commenc- 31 December 2020). Sweden in connection with issuance, ing after 31 December 2020). Capital subscription or sale of shares. gains and capital losses are calculated Shareholders that are not tax resident in the same way as for private individ- in Sweden US TAX CONSIDERATIONS uals, described above. For shareholders not resident in Pursuant to advice provided by the Deductible capital losses on shares Sweden for tax purposes that receive Company’s US counsel, it is the com- may only offset taxable capital gains dividends on shares of a Swedish lim- pany’s preliminary understanding that on SDRs/shares and other securities ited liability company, Swedish with- the envisaged transaction is subject taxed as SDRs/shares. A net capital holding tax is normally withheld. The to the following taxation effects for loss on SDRs/shares that cannot be same withholding tax applies to certain US SDR holders. The below described utilised during the year of the loss, other payments made by a Swedish taxation effects does not purport to may be carried forward (by the limited limited liability company, such as be a comprehensive description of all liability company that has suffered the payments as a result of redemption tax considerations that may be rele- loss) and offset against taxable capital of shares and repurchase of shares vant to a particular SDR holder. Each gains on shares and other securities through an offer directed to all share- SDR holder should consult its own taxed as SDRs/shares in future years, holders or all holders of shares of a tax adviser with regard to the applica- without any limitation in time. If a cap- certain class. The withholding tax rate tion of US federal tax laws to the SDR ital loss cannot be deducted by the is 30 per cent. The tax rate is, how- holder’s particular situation, as well as company that has suffered the loss, it ever, generally reduced under an appli- any tax consequences arising under may be deducted from another legal cable tax treaty. In Sweden, withhold- the laws of any state, local or non-US entity’s taxable capital gains on SDRs/ ing tax deductions are normally carried taxing jurisdiction. shares and other securities taxed as out by Euroclear Sweden or, in respect Based on currently available SDRs/shares, provided that the com- of nominee-registered shares, by the information, the Company does not panies are entitled to tax consolida- nominee. The tax treaties Sweden has believe that it is a Controlled Foreign tion (through so-called group contri- entered into generally enable the with- Corporation (“CFC”) under US tax law. butions) and both companies request holding tax deduction to be made in The Company further assumes that this treatment for a tax year having the accordance with the tax rate stipulated VNV Sweden will also not be a CFC same filing date for each company (or, in the treaty, provided that Euroclear immediately following the exchange. if one of the companies’ accounting Sweden or the nominee, as applicable, SDR holders should also recognize liability ceases, would have had the has the required information of the tax that the following discussion gener- same filing date). Special tax rules may residency of the investor entitled to ally does not take account of rules that apply to certain categories of com- the dividend. Further, investors entitled may apply to holders that are subject panies or certain legal persons (e.g. to reduced tax rates under applicable to special treatment, including, with- investment companies). tax treaties may seek a refund from out limitation, insurance companies, VNV Sweden will apply for guid- the Swedish tax authorities if the full dealers in securities, certain retirement ance from the Swedish Tax Agency on withholding tax rate at 30 per cent has plans, financial institutions, tax exempt the taxable value of the shares in VNV been withheld. organizations, holders of securities Sweden to be used in the computa- Shareholders not resident in held as part of a “straddle”, “hedge” tion of a capital gain or loss upon the Sweden for tax purposes are normally or “conversion transaction” with other Redomestication. not liable for capital gains taxation investments and taxpayers whose in Sweden upon disposals of shares. functional currency is not the United Taxation of Dividends Shareholders may, however, be subject States dollar. Further, the following Private individuals to taxation in their state of residence. discussion relating to SDR holders For private individuals resident in According to a special rule, private owning directly, indirectly or by attri- Sweden for tax purposes, dividends individuals not resident in Sweden for bution, 10% or more of VNV Bermuda are taxed in the capital income tax purposes are, however, subject to or owning any ownership percent- category. The tax rate in the capi- Swedish capital gains taxation upon age of a passive foreign investment tal income category is 30 percent. disposals of shares in VNV Sweden, if company is general in nature and the Certain tax considerations 7 consequences to such SDR holders BERMUDA TAX CONSIDERATIONS may be different than that described The Redomestication will not result below. in any income tax consequences under Bermuda law to VNV Bermuda, There should be no immediate US VNV Sweden or their respective federal taxation for US SDR holders shareholders. provided that: I. the transaction is structured to meet the criteria of an exclusively voting share for voting share exchange as prescribed by IRC 368(a)(1)(B), II. the 5% US shareholders file a gain recognition agreement, III. total US ownership post restructuring is less than 50%, and IV. for those US SDR holders who have not elected Qualified Electing Fund or Mark-to-Market treatment for their investment in the Company, VNV AB SE is taxable as a Passive Foreign Investment Company after the exchange.

Should the US ownership post restructuring be 50% or more: I. US SDR holders who own less than 5% (vote/value) will not be subject to immediate taxation. II. US SDR corporate shareholders holding 10% or more may be eligible to reduce the total amount taxed by the portion of the gain that is reclassi- fied as a dividend. That amount could potentially qualify for the relatively new US participation exemption.

US participation exemption requires that the recipient is a domestic US Corporate shareholder that: I. owns at least 10% of a foreign corporation (by vote or value). II. with respect to such recipient US Corporate shareholder, the foreign corporation is not a PFIC and is not also a CFC. III. the shareholder meets the holding period requirement of 366 days within the 731 period that straddles the ex-dividend date. IV. The dividend is from undistributed foreign source income and not derived from income that is effectively con- nected to the US. V. The dividend is not classified as a hybrid dividend. Where you can Glossary 8 find additional information

Additional documents describing CFC A Controlled Foreign Corporation. the Redomestication and the PFIC A Passive Foreign Investment Company. Scheme of Arrangement are available on the Company’s Redomestication The Board of Directors’ proposal to change the website, www.vnv.global. SDR domicile of the VNV Global group from Bermuda to holders who wish to obtain Sweden. these documents by mail Scheme of Arrangement A scheme of arrangement under Bermuda law. may order them by calling +46 8 545 015 50 or by sending SDRs Swedish Depository Receipts. an e-mail to [email protected]. Special Meeting A special court-ordered meeting of voting common shareholders. VNV Bermuda, the VNV Global Ltd. Company or the Bermuda Company VNV Cyprus VNV (Cyprus) Limited. VNV Sweden or the VNV Global AB (publ). Swedish Company

Notice to US investors in VNV Global: The issuance of shares pursuant to regarding the Company’s or its affiliates’ The Redomestication relates to the SDRs the Redomestication and Scheme of intentions, beliefs or current expecta- of a Bermuda company that is a “foreign Arrangement will not be registered under tions concerning, among other things, private issuer” (as defined under Rule the Securities Act, and will be issued the Company’s or its affiliates’ results 3b-4 under the US Securities Exchange pursuant to the exemption provided by of operations, financial condition, liquid- Act of 1934, as amended (the “US Section 3(a)(10) under the Securities Act. ity, prospects, growth, strategies and the Exchange Act”)) and is being made by Neither the US Securities and industries in which they operate. By their means of a Scheme of Arrangement pro- Exchange Commission, nor any US state nature, forward-looking statements involve vided for under Bermuda law. A transac- securities commission, has approved or risks and uncertainties because they tion effected by means of a Scheme of disapproved of the shares to be issued relate to events and depend on circum- Arrangement is not subject to the tender in connection with the Redomestication stances that may or may not occur in the offer rules or the proxy solicitation rules and Scheme of Arrangement, or deter- future. Readers are cautioned that for- under the US Exchange Act. Accordingly, mined if this announcement is accurate or ward-looking statements are not guaran- the Redomestication is primarily subject complete. tees of future performance and that actual to the disclosure requirements and prac- Any representation to the contrary is a results or developments may differ mate- tices applicable in Bermuda to schemes criminal offense in the US. rially from those made in or suggested by of arrangement, which differ from the dis- the forward-looking statements contained closure requirements of the United States Forward-Looking Statements: This in this announcement, and may not be tender offer and proxy solicitation rules. announcement may include forward-look- indicative of results or developments in The securities referred to in this ing statements. These forward-looking subsequent periods. announcement have not been registered statements can be identified by the use of The forward-looking statements and under the US Securities Act of 1933, as forward-looking terminology, including the information contained in this announce- amended (the “US Securities Act”), and terms “believes”, “envisages”, “estimates”, ment are made as of the date hereof and may not be offered or sold in the United “anticipates”, “expects”, “intends”, “may”, the Company undertakes no obligation to States absent registration or an applicable “will” or “should” or, in each case, their update publicly or revise any forward-look- exemption from the registration require- negative, or other variations or compara- ing statements or information, whether as ments of the Securities Act. There will ble terminology. These forward-looking a result of new information, future events be no public offering of securities in the statements include all matters that are not or otherwise, unless so required by appli- United States. historical facts and include statements cable securities laws.

Registered office VNV Global AB VNV Global Ltd. Mäster Samuelsgatan 1, 1st floor Clarendon House SE-111 44 Stockholm 2 Church Street Sweden Hamilton HM 11 Phone +46 8 545 015 50 www.vnv.global Bermuda Fax +46 8 545 015 54 [email protected]