Nets reaches approximately 87.2 per cent of the shares and votes in DIBS

This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The Offer is not being made to, nor will any tender of shares be accepted from or on behalf of, holders in such jurisdictions or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law. Shareholders in the United States should refer to the section titled “Special notice to shareholders in the United States” at the end of this announcement.

This is a translation of the original Swedish language press release. In the event of any discrepancies, the original Swedish wording shall prevail.

Press Release
23 December 2014

On 29 October 2014, Nets Holding A/S ("Nets") announced a cash offer of SEK 82.50 per share to the shareholders of DIBS Payment Services AB (publ) ("DIBS" or the "Company"), to sell their shares in DIBS to Nets (the "Offer"). On 4 November 2014, Deloitte AB issued a fairness opinion regarding the Offer pursuant to Sections II.19 and IV.3 of the Takeover Rules for certain trading platforms issued by the Swedish Corporate Governance Board (Sw. Kollegiet för svensk bolagsstyrning) (the "Takeover Rules"). In the opinion, Deloitte AB declared that the Offer is fair to the shareholders of DIBS from a financial perspective.

The offer document in respect of the Offer was published on Nets' website, www.netsinfo.se, and on Carnegie's website, www.carnegie.se on 7 November 2014. Following Nets' acquisition of approximately 9.99 per cent of the shares in DIBS[1], a supplement to the offer document was published on 25 November 2014.

On 17 December 2014, Nets announced an extension of the acceptance period. The extended acceptance period ended today at 15.00 (CET). At the end of the extended acceptance period, the Offer had been accepted by shareholders in DIBS representing a total of 7,395,992 shares, corresponding to approximately 77.2 per cent of the shares and the votes in DIBS[2].

On 18 December 2014, Nets announced that it had obtained approval from the Swedish Financial Supervisory Authority to acquire the shares in DIBS, and will complete the Offer.

As previously announced, Nets has acquired 957,000 shares in the Company outside of the Offer, corresponding to approximately 9.99 per cent of the shares and votes in DIBS[3]. The acceptances made under the Offer, together with the shares previously acquired by Nets, represent 8,352,992 shares in DIBS, corresponding to approximately 87.2 per cent of the shares and the votes in DIBS[4] in aggregate.

Nets has furthermore, outside of the Offer, offered the holders of warrants with series 2012/2015 issued by DIBS on 9 May 2012, to sell their respective warrants to Nets. Holders representing 88,600 warrants have accepted Nets' offer. Each warrant entitles the holder to subscribe for one new share in DIBS at a subscription price of SEK 80.49 during the period 15-30 June 2015. At full exercise of the total number of warrants (95,000), the number of shares in the Company will increase by 95,000 and the share capital will increase by SEK 23,750.

Save for the above instruments, Nets does not hold any financial instruments in DIBS that entail a financial exposure comparable with shares in DIBS.

Nets now holds close to 90 percent of the shares in DIBS. The vast majority of the remaining shares are in the hands of one single owner. Nets is therefore of the opinion, that there are no prerequisites for a functioning or meaningful trading in the DIBS share. As a consequence, Nets has decided to promote a delisting of DIBS's shares from Nasdaq First North. Nets further intends to commence a compulsory acquisition procedure under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in DIBS, as soon as it controls more than 90 per cent of the shares in DIBS.

Settlement to the shareholders who accepted the Offer during the extended acceptance period (which ended today at 15.00 (CET)) is expected to begin around to begin around 8 January 2015.

“We are satisfied that we have obtained a shareholding of 87.2 per cent of DIBS. DIBS plays an important role in the realization of Nets’ strategy and we strongly believe that the combination of Nets and DIBS will create a successful provider of high quality merchant services solutions to our combined customer base as well as opportunities for our partners", says Bo Nilsson, Chief Executive Officer of Nets.

"We recognize DIBS’s dedication to serving customers through constant innovation in products and services and we strongly commits to the development of DIBS’s offerings. We welcome all DIBS’ employees, customers and partners to the Nets Group”, Bo Nilsson ends.

The offer document, together with the (25 November 2014) supplement, is available for downloading at www.netsinfo.se and www.carnegie.se.

Further information

For further information about Nets and the Offer, please see www.netsinfo.se.

Any questions from shareholders related to the Offer can be directed to:

Carnegie
Tel: +46 (8) 588 694 82
Website: www.carnegie.se

Any media quires can be directed to:

Press manager at Nets
Tel: +45 294 82646

This press release was submitted for publication on 23 December 2014 at 15.30 (CET).

Important notice

This press release has been announced in Swedish and in English. In the event of any discrepancies, the original Swedish wording shall prevail.

Offer restrictions

The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating to the Offer are not being published in or distributed in or to and must not be mailed or otherwise distributed or sent in or to Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other country in which doing so would require any such additional measures to be taken or would be in conflict with any applicable law or regulation (the "Restricted Jurisdiction"). Any such action will not be permitted or sanctioned by Nets. Any purported acceptance of the Offer resulting from a direct or indirect violation of these restrictions may be disregarded.

The Offer is not being made, directly or indirectly, in or into any Restricted Jurisdiction by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, any Restricted Jurisdiction. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into any Restricted Jurisdiction. Nets will not deliver any consideration under the Offer in or into any Restricted Jurisdiction.

Nets will not make any settlements under the Offer in or to any Restricted Jurisdiction.

This press release is not being, and must not be, sent to shareholders with registered addresses in any Restricted Jurisdiction. Banks, brokers, dealers and other nominees holding shares for persons in any Restricted Jurisdiction must not forward this press release or any documentation relating to the Offer to such persons.

Forward-looking statements

Statements in this press release relating to future status or circumstances, including statements regarding future results, growth and other projections regarding development and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Nets. Any such forward-looking statements made herein speak only as of the date on which they are announced. Except as required by the Takeover Rules or applicable law or regulations, Nets expressly disclaims any obligations or undertaking to publicly announce updates or revisions to any forward-looking statements contained in this press release to reflect any change in expectations with regards thereto or any change in events, conditions or circumstances on which such statement is based, The reader should, however, consult any additional disclosures that Nets or the Company has made or may make.

Special notice to shareholders in the United States

The Offer described in this announcement is subject to the laws of Sweden. It is important for US securities holders to be aware that this document is subject to disclosure and takeover rules and regulations in Sweden that are different from those in the United States. The Offer is made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended ("Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

[1] Based on 9,580,000 shares, being the number of shares currently outstanding.

[2] Based on 9,580,000 shares, being the number of shares currently outstanding.

[3] Based on 9,580,000 shares, being the number of shares currently outstanding.

[4] Based on 9,580,000 shares, being the number of shares currently outstanding.