EQT X, THROUGH OAK BIDCO S.À R.L., HAS SECURED AN OWNERSHIP OF 72.5% OF THE VOTES IN OEM INTERNATIONAL AKTIEBOLAG (PUBL) AND ANNOUNCES A CASH OFFER TO ALL SHAREHOLDERS

This announcement is not an offer, whether directly or indirectly, in Australia, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled “Important notice to shareholders in the United States of America” at the end of this announcement.

EQT X[1], through Oak BidCo S.à r.l.[2] (“Oak BidCo”), hereby announces a public offer to the shareholders of OEM International Aktiebolag (publ) (“OEM International” or the “Company”) to tender all their shares at a price of SEK 110 in cash per share (the “Offer”), secured at 72.5 percent of the total votes[3] in OEM International by irrevocable undertakings from the Key Owners (as defined below). The class B shares in OEM International are admitted to trading on Nasdaq Stockholm, Mid Cap.

The Company’s largest shareholders, in terms of votes held, Orvaus AB, Siv Franzén, Agne Svenberg and AB Traction, (the “Key Owners”) have irrevocably undertaken to accept the Offer with respect to shares representing approximately 72.5 percent of the total votes[4] and approximately 25.7 percent of the total share capital in OEM International. The Key Owners have entered into undertakings to accept the Offer for a majority of their holdings (including all class A shares, or subject to an undertaking to reclassify any remaining class A shares into class B shares), irrespective of whether a higher competing offer is made, underpinning their trust in EQT as a future partner in the continued development of OEM International. To ensure a responsible change of ownership and transaction certainty, the completion of the Offer is not conditional upon reaching a minimum acceptance threshold, showcasing EQT’s commitment to becoming the controlling shareholder in OEM International, continuing to invest in its future development, as well as facilitating a continued investment for OEM International shareholders who wish to remain invested in the Company.

Background to and reasons for the Offer

OEM International has established itself as a trusted distributor of industrial components, offering over 60,000 products from 400 suppliers with strong leading brands. The Company’s deep technical expertise, extensive product know-how, and strong supplier relationships have made it a key partner to customers across the entire supply chain, from product development to production. Its decentralized organization empowers local decision-making, allowing its businesses to stay agile and customer-focused with a deeply engrained entrepreneurial spirit. OEM International has a strong position in the Nordics and represents a strong platform for further expansion across its existing geographies.

EQT is convinced that OEM International’s focus on entrepreneurship is an important enabler of its success and believes that EQT’s proven track-record of partnering with entrepreneur-driven companies will make it an ideal shareholder in OEM International. Additionally, EQT’s experience in driving growth through acquisitions combined with its comprehensive investment experience and network in the services sector, including in distribution, makes it well-positioned to actively support the Company’s future success and expansion.

EQT sees potential to unlock further value creation in OEM International by leveraging its sector playbook and extensive Industrial Advisors Network. The Company’s strong balance sheet today as well as its highly cash-generative financial profile serve as a strong basis for M&A. EQT will aim to support the Company’s growth by accelerating OEM International’s acquisition pace in existing and new markets, and through select organic strategic growth initiatives.

EQT is pleased that the Key Owners have irrevocably committed to tender part of their shareholding in the Offer while retaining a stake in the Company. The Key Owners have irrevocably undertaken to accept the Offer with respect to shares representing in total approximately 75 percent of the Key Owners’ total shares in the Company. Consequently, the Key Owners retain on average approximately 25 percent of their shares following the Offer. This demonstrates their belief in EQT as a trusted partner for OEM International’s future and as a good custodian of the family heritage. EQT is committed to becoming an active partner to OEM International, and therefore the Offer is not conditional upon a certain acceptance level. The Offer allows current shareholders to remain invested in the Company or tender their shares and realize immediate value under the same terms as the Key Owners.

Management and employees

EQT is impressed by OEM International’s management team and their achievements to date and intends to continue develop the decentralized model and entrepreneurial focus that has made the Company successful. There are no decisions on any material changes that may impact OEM International’s employees and management or the existing organization and operations, including the terms of employment and locations of the business.

Matthias Wittkowski, Partner at EQT Partners and Investment Advisor to EQT X, says:
“We are deeply impressed by OEM International’s heritage and its position as a trusted distributor of industrial components – a success enabled by its entrepreneurial spirit and exceptional contributions of the entire team at OEM International over the last decades. As an active owner, we see potential to unlock further value in OEM International and will leverage our industrial network and resources with the aim to accelerate the acquisition pace in both existing and new markets, while also pursuing select organic strategic growth initiatives. We would like to thank the Key Owners for their trust and look forward to embarking on the next growth phase together.”

Petter Stillström, Key Owner and chairman of the Board of Directors of OEM International, and speaking on behalf of the four Key Owners of OEM International, says:
“As a committed owner with long-standing ties to OEM International, I’ve had the privilege of witnessing OEM International’s growth and success over the years. Speaking on behalf of the four Key Owners of OEM International, we are very happy that we have found EQT as a partner to help future-proof the business, with its proven track-record of supporting and developing entrepreneurial companies. We share a joint vision for OEM International’s future and we feel confident to have irrevocably committed to tender part of our shareholding in the Offer, while also retaining a stake in OEM International’s long-term growth. We warmly welcome EQT as the new main shareholder and look forward to continuing this journey together.”

Key highlights and summary of the Offer

• Oak BidCo offers SEK 110 in cash per OEM International share (the “Offer Price”). The total value of the Offer is approximately SEK 15,251 million.[5]

• The Offer Price represents[6]:

• • approximately 12.3 percent discount compared to the closing price of SEK 125.40 of OEM International class B shares on Nasdaq Stockholm on 4 November 2024, which was the last trading day prior to the announcement of the Offer; and

• • approximately 6.6 percent discount compared to the volume-weighted average trading price of SEK 117.77 of OEM International class B shares on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer.

• The Key Owners have irrevocably undertaken to accept the Offer, with respect to shares representing approximately 72.5 percent of the total votes[7] and approximately 25.7 percent of the share capital in OEM International. The irrevocable undertakings apply irrespective of whether a higher competing offer is made.

• The independent bid committee of the Board of Directors of OEM International looks favourably on the orderly key ownership change that the Offer will enable, but unanimously recommends that the Company’s shareholders do not accept the Offer. The recommendation is supported by a fairness opinion provided by Lenner & Partners Corporate Finance AB (“Lenner & Partners”).[8]

• The completion of the Offer is conditional upon the receipt of all regulatory, governmental or similar clearances, approvals and decisions.

• For the avoidance of doubt, the completion of the Offer is not conditional upon reaching a minimum acceptance threshold, as Oak BidCo considers that the shares comprised by the Key Owners’ irrevocable undertakings provide Oak BidCo with a sufficient ownership level.

• The acceptance period is expected to commence on or around 19 December 2024 and expire on or around 27 February 2025 to allow for receipt of customary regulatory approvals. Oak BidCo reserves the right to extend the acceptance period, one or several times, as well as to postpone the time for settlement. If customary regulatory approvals are received in such time that the acceptance period can be closed before 27 February 2025, Oak BidCo may announce an earlier end date of the acceptance period, provided that such announcement can be made not less than two weeks prior to the new date of expiry of the acceptance period.

The Offer

Consideration

Oak BidCo offers SEK 110 in cash per OEM International share.

Should OEM International, prior to settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the Offer Price will be reduced accordingly.

Certain employees hold call options in OEM International, issued within incentive programs. Such financial instruments are not included in the Offer. However, Oak BidCo will procure that the holders of such call options in OEM International will receive reasonable treatment.

The total value of the Offer is approximately SEK 15,251 million.[9]

No commission will be charged in connection with settlement of the Offer.

The Offer Price represents:

• approximately 12.3 percent discount compared to the closing price of SEK 125.40 of OEM International class B shares on Nasdaq Stockholm on 4 November 2024, which was the last trading day prior to the announcement of the Offer; and

• approximately 6.6 percent discount compared to the volume-weighted average trading price of SEK 117.77 of OEM International class B shares on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer.

Oak BidCo’s shareholding in OEM International

Neither Oak BidCo nor any closely related companies or closely related parties own any shares or other financial instruments in OEM International that give financial exposure to OEM International shares at the time of this announcement, nor has Oak BidCo acquired or agreed to acquire any OEM International shares or any financial instruments that give financial exposure to OEM International shares during the six months preceding the announcement of the Offer.

Oak BidCo may acquire, or enter into agreements to acquire, shares in OEM International (or any securities that are convertible into, exchangeable for or exercisable for such shares) outside the Offer, but in any event, at a price per share not more than the Offer Price. Any purchases made or agreed will be in accordance with Swedish law and the Takeover Rules and will be disclosed in accordance with applicable rules.

Statement from the independent bid committee of the Board of Directors of OEM International and fairness opinion

The independent bid committee of the Board of Directors of OEM International (the “Independent Committee”) looks favourably on the orderly key ownership change that the Offer will enable, but unanimously recommends the shareholders of OEM International to not accept the Offer. The Independent Committee has further obtained a fairness opinion from Lenner & Partners, according to which the Offer is assessed to not be fair for OEM International’s shareholders from a financial perspective, based on the assumptions and considerations included in the statement.

The Independent Committee consists of the board members Ulf Barkman, Jörgen Rosengren and Åsa Söderström Winberg. The board members Petter Stillström, Mattias Franzén, Richard Pantzar and Per Svenberg have such a connection to the Key Owners, which have entered into undertakings to accept the Offer (please see “Undertakings from shareholders of OEM International” below), that they are deemed to have a conflict of interest pursuant to Rule II.18 of the Takeover Rules. These board members have therefore not participated in the Independent Committee’s handling of the Offer, including its statement in respect of the Offer.

Undertakings from shareholders of OEM International

Oak BidCo has obtained irrevocable undertakings to accept the Offer from the Key Owners with respect to shares representing approximately 72.5 percent of the total votes and approximately 25.7 percent of the total share capital in OEM International.[10] The irrevocable undertakings apply irrespective of whether a higher competing offer is made. The irrevocable undertakings will terminate on 5 March 2025, or such later date which may be the necessary acceptance period end date in order to obtain the necessary regulatory approvals for the Offer, provided that Oak BidCo has not completed an acquisition of the shares subject to the irrevocable undertakings or the Offer has not been declared unconditional or withdrawn by such date.

Conditions for completion of the Offer

The completion of the Offer is conditional upon the receipt of all regulatory, governmental or similar clearances, approvals and decisions that are necessary for the Offer and the acquisition of OEM International, in each case on terms which, in Oak BidCo’s opinion, are acceptable.

Oak BidCo reserves the right to withdraw the Offer in the event that it becomes clear that the above condition is not satisfied or cannot be satisfied. However, the Offer may only be withdrawn where the non-satisfaction of the condition is of material importance to Oak BidCo’s acquisition of OEM International or if otherwise approved by the Swedish Securities Council.

For the avoidance of doubt, the completion of the Offer is not conditional upon reaching a minimum acceptance threshold as Oak BidCo considers that the shares comprised by the Key Owners’ irrevocable undertakings provide Oak BidCo with a sufficient ownership level.

Information about Oak BidCo and EQT

Oak BidCo is a Luxembourg limited liability company (société à responsabilité limitée) controlled by EQT X, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 279.270, domiciled in Luxembourg, Grand Duchy of Luxembourg, indirectly owned by EQT X. Oak BidCo was founded on 31 July 2023 and registered with the Luxembourg Trade and Companies Register on 3 August 2023. Oak BidCo has never conducted, and at present does not conduct, any business, and its sole business purpose is to make the Offer.

EQT is a purpose-driven global investment organization focused on active ownership strategies. With a Nordic heritage and a global mindset, EQT has a track record of almost three decades of developing companies across multiple geographies, sectors and strategies. EQT has investment strategies covering all phases of a business’ development, from start-up to maturity. EQT has EUR 246 billion in total assets under management (EUR 134 billion in fee-generating assets under management), within two business segments – Private Capital and Real Assets.

With its roots in the Wallenberg family’s entrepreneurial mindset and philosophy of long-term ownership, EQT is guided by a set of strong values and a distinct corporate culture. EQT manages and advises funds and vehicles that invest across the world with the mission to future-proof companies, generate attractive returns and make a positive impact with everything EQT does.

EQT has offices in more than 25 countries across Europe, Asia and the Americas and has more than 1,900 employees.

For more information about EQT, please see EQT’s website: www.eqtgroup.com.

Financing of the Offer

The Offer is not subject to any financing conditions. The cash consideration payable in respect of the Offer is financed by funds available to Oak BidCo by way of an equity commitment letter issued by EQT X EUR SCSp and EQT X USD SCSp.

Due diligence in connection with the Offer

Oak BidCo has, in connection with the preparations of the Offer, conducted a limited and confirmatory due diligence review of OEM International. The Company has confirmed that Oak BidCo has not been provided with any inside information regarding OEM International in connection with the due diligence review.

Preliminary timetable

Publication of the offer document               19 December 2024

Acceptance period                                     19 December 2024 – 27 February 2025

Commencement of settlement                     10 March 2025

As set out above, the completion of the Offer is conditional upon the receipt of all regulatory, governmental or similar clearances, approvals and decisions that are necessary for the Offer and the acquisition of OEM International. Such clearances, approvals and decisions are expected to have been received by the end of the acceptance period for the Offer. If all relevant clearances, approvals and decisions are received in such time that the acceptance period can be closed before 27 February 2025, Oak BidCo may announce an earlier end date of the acceptance period, provided that such announcement can be made not less than two weeks prior to the new date of expiry of the acceptance period.

Oak BidCo further reserves the right to extend the acceptance period for the Offer, one or several times, as well as to postpone the time for settlement.

Compulsory redemption proceedings and delisting

If Oak BidCo, whether in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of shares in OEM International, Oak BidCo intends to commence compulsory redemption proceedings under the Swedish Companies Act (2005:551) to acquire all remaining shares in OEM International and to promote delisting of OEM International’s shares from Nasdaq Stockholm.

Governing law and disputes

The Offer and the agreements entered into between Oak BidCo and OEM International’s shareholders in relation to the Offer, shall be governed by and be interpreted in accordance with Swedish law. Disputes concerning, or arising in connection with the Offer, shall be settled exclusively by Swedish courts, with the Stockholm District Court as first instance.

The Takeover Rules and the Swedish Securities Council’s rulings and statements on the interpretation and application of the Takeover Rules are applicable to the Offer. Oak BidCo has undertaken to Nasdaq Stockholm to comply with the Takeover Rules and to submit to any sanctions that can be imposed on Oak BidCo by Nasdaq Stockholm in the event of a breach of the Takeover Rules.

Advisors

Oak BidCo and EQT X have retained UBS Europe SE as financial advisor, Advokatfirman Vinge KB and Freshfields Bruckhaus Deringer LLP as legal advisors and Nordea Bank Abp, filial i Sverige as settlement agent in connection with the Offer.

Oak BidCo

The Board of Directors

Information about the Offer

Information about the Offer is made available at:

https://www.industrial-components-partner.com/

The information was submitted for publication on 5 November 2024, 07.30 CET.

For enquiries, please contact:

International media

EQT Press Office

+46 8 506 55 334, press@eqtpartners.com

Swedish media

Frida Malm, Fogel & Partners

+46 (0)730 653 885, oakbidco@fogelpartners.se

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

Important information

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

This announcement is not an offer, whether directly or indirectly, in Australia, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law (the “Restricted Jurisdictions”).

The release, publication or distribution of this press release in or into jurisdictions other than Sweden may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Sweden should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in Sweden to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purpose of complying with Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this press release had been prepared in accordance with the laws of jurisdictions other than Sweden.

Unless otherwise determined by Oak BidCo or required by Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any use, means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this press release and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.

The availability of the Offer to shareholders of OEM International who are not resident in and citizens of Sweden may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in or citizens of Sweden should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential and other effects 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”, “estimates”, “plans”, “will be” 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. Actual results and developments may differ materially from those expressed in, or implied or projected by these forward-looking statements due to many factors, many of which are outside the control of Oak BidCo. Forward-looking statements appear in a number of places throughout this announcement and the information incorporated by reference into this announcement and may include statements regarding the intentions, beliefs or current expectations of Oak BidCo or OEM International concerning, amongst other things: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies, the expansion and growth of Oak BidCo’s or OEM International’s business operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation and industry changes on the business of Oak BidCo or OEM International. Any 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, Oak BidCo expressly disclaims any obligation or undertaking to publicly announce updates or revisions to any forward-looking statements contained in the offer document to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that Oak BidCo or OEM International have made or may make.

Important notice to shareholders in the United States of America

The Offer described in this press release is made for the issued and outstanding shares of OEM International, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and Regulation 14E thereunder (“Regulation 14E”), to the extent applicable, and subject to exemptions provided by Rule 14d-1 under the U.S. Exchange Act, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. The offeror’s ability to waive the conditions to the Offer (both during and after the end of the acceptance period) and the shareholders’ ability to withdraw their acceptances, may not be the same under a tender offer governed by Swedish law as under a tender offer governed by U.S. law. Holders of the shares of OEM International domiciled or resident in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.

OEM International’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of OEM International to whom the offer is being made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to OEM International’s other shareholders. U.S. Holders should note that OEM International is not listed on a United States securities exchange, is not subject to the periodic requirements of the U.S. Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission.

The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for U.S. Holders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since OEM International is located in another country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. U.S. Holders may not be able to sue OEM International or Oak BidCo or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel OEM International or Oak BidCo and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, Oak BidCo and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Oak BidCo or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of OEM International outside the United States in reliance on applicable exemptions from the requirements of Regulation 14E (or any securities that are convertible into, exchangeable for or exercisable for such shares). These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, but in any event, at a price per share not more than the Offer Price, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, affiliates to the financial advisors to Oak BidCo may also engage in ordinary course trading activities in securities of OEM International, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law and regulation. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional advisor regarding the tax consequences of accepting the Offer. Neither Oak BidCo nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

UBS Europe SE is authorised and regulated by the Bundesanstalt für Finanzdienstleistungaufsicht (BaFin) and the European Central Bank (ECB), is acting exclusively for EQT X Investments S.à r.l. and no one else in connection with the Offer or the matters referred to in this document, will not regard any other person (whether or not a recipient of this document) as its client in relation to the Offer and will not be responsible to anyone other than EQT X Investments S.à r.l. for providing the protections afforded to its clients or for providing advice in relation to the Offer or any transaction or arrangement referred to in this document.

The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of EQT X will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the United States of America. Any 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 offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the United States absent registration or an exemption from registration.