Proposed placing of approximately 15m shares in Karnov Group AB (publ)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH ITS DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

PRESS RELEASE

4 December 2019

Carnegie Investment Bank AB (publ) (“Carnegie”) announces today the intention to sell approximately 15 million existing shares in Karnov Group AB (publ) (“Karnov”) (the “Transaction”) on behalf of funds managed by Five Arrows Principal Investments II Holding S.à r.l (“FAPI”).[1]

The total number of shares to be sold and the price per share will be determined through an accelerated bookbuilding process. The bookbuilding process will commence with immediate effect following this announcement and may close at any time on short notice. The results of the Transaction will be announced following completion of the bookbuilding process and pricing.

Carnegie is acting as Sole Bookrunner on the Transaction.

Rothschild & Co is acting as the sole financial adviser to FAPI on the Transaction.

FAPI’s current shareholding in Karnov amounts to approximately 19.4 million shares, representing approximately 19.8% of the total number of shares and votes in Karnov. In the context of the Transaction, FAPI has agreed to a lock-up undertaking until the publication of Karnov’s Q4 2019 interim report, which is expected to be published on or about 21 February 2020 in relation to the remainder of its shares in Karnov, subject to customary exceptions or waiver by Carnegie at its sole discretion.

Karnov will not receive any proceeds from the Transaction.

IMPORTANT NOTICE

This announcement is not an offer to sell, or solicitation of an offer to buy, any securities in the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the Securities Act. There will not be a public offering of the shares in the United States.

This announcement is not an offer of securities or investments for sale or a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively to persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any relevant implementing measure in the Relevant Member State.

In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (financial promotion) order 2005, as amended (the "Order") or (ii) who fall within article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

In connection with the Transaction, Carnegie and any of its affiliates acting as an investor for its own account may take up as a principal position any shares and in that capacity may retain, purchase or sell for its own account such shares. In addition, Carnegie or its affiliates may enter into financing arrangements and swaps with investors in connection with which Carnegie (or its affiliates) may from time to time acquire, hold or dispose of shares. Carnegie does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Carnegie is acting on behalf of the seller and no one else in connection with the Transaction and will not be responsible to any other person for providing the protections afforded to clients of Carnegie or for providing advice in relation to the Transaction.

N.M. Rothschild & Sons Limited (“Rothschild & Co”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for FAPI and no-one else in connection with the Transaction. Rothschild & Co will not regard any other person as its client(s) in relation to the Transaction and will not be responsible to any person(s) other than FAPI for providing protections afforded to clients of Rothschild & Co nor for providing financial advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

No prospectus or offering document has been or will be prepared in connection with the Transaction. Any investment decision to buy securities in the Transaction must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of FAPI, Carnegie, Rothschild & Co and/or any of their respective affiliates.

This announcement does not represent the announcement of a definitive agreement to proceed with the Transaction and, accordingly, there can be no certainty that the Transaction will proceed.

None of Carnegie, Rothschild & Co, nor any of their respective directors, officers, employees, affiliates, alliance partners, advisers and/or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or any other information relating to Karnov or FAPI or any of their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

[1] Including shares owned by Five Arrows Principal Investments II Holding S.à r.l, Five Arrows Co-Investments II Holding S.à r.l and RPO King S.C.A.