Tidnings AB Marieberg, a subsidiary of Bonnier News Group AB, announces a recommended public cash offer of SEK 27.50 per share to the shareholders of Readly International AB

This announcement is not an offer, whether directly or indirectly, in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore 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 "Special notice to shareholders in the United States" at the end of this announcement.

Tidnings AB Marieberg[1] ("Bonnier News" or the "Bidder"), a wholly-owned subsidiary of Bonnier News Group AB[2] (Bonnier News Group AB together with its direct and indirect subsidiaries, "Bonnier News Group"), hereby announces a recommended public offer to the shareholders in Readly International AB (publ) ("Readly" or the "Company") to acquire all shares in Readly not already held by Bonnier News at a price of SEK 27.50 in cash per share (the "Offer").[3] The shares in Readly are listed on Nasdaq First North Growth Market.

Summary

• The shareholders of Readly are offered SEK 27.50 in cash per share in Readly.

• Bonnier News will not increase the price in the Offer of SEK 27.50 in cash per share. By this statement Bonnier News cannot, pursuant to the Stock Market Self-Regulation Committee's Takeover rules for certain trading platforms (the "Takeover Rules"), increase the price in the Offer.

• The total value of the Offer, based on all 7,912,958 outstanding shares in Readly which are not directly or indirectly owned or controlled by Bonnier News or any of its closely related parties or closely related companies, amounts to approximately SEK 218 million.

• The price per share in the Offer represents a premium of^[4]:
  • approximately 90 per cent compared to the closing share price of SEK 14.50 per share on 11 April 2025 (which was the last day of trading prior to the announcement of the Offer);
  • approximately 81 per cent compared to the volume-weighted average trading price of approximately SEK 15.20 per share during the last 60 trading days prior to the announcement of the Offer; and
  • approximately 77 per cent compared to the volume-weighted average trading price of approximately SEK 15.52 per share during the last 120 trading days prior to the announcement of the Offer.

• The independent bid committee of Readly unanimously recommends the shareholders of Readly to accept the Offer. The recommendation is supported by a fairness opinion provided by Deloitte AB.

• An offer document regarding the Offer is expected to be made public on or about 28 April 2025. The acceptance period for the Offer is expected to commence on or about 28 April 2025 and expire on or about 2 June 2025.

• The Offer is conditional upon the Offer being accepted to such extent that Bonnier News becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Readly (on a fully diluted basis).

• As of the date of this announcement, Bonnier News holds 29,991,780 shares in Readly, corresponding to approximately 79.12 per cent of the share capital and votes in Readly.

• Readly has entered into a share transfer agreement with Bonnier News to acquire all shares in Arcy AB, a wholly-owned subsidiary of Bonnier News, from Bonnier News through a non-cash issue (the "Transaction") which will be made public by Readly today on 14 April 2025. The independent board members of the Board of Directors of Readly intend to propose that the annual general meeting resolves to approve the Transaction and to issue 22,294,688 consideration shares to Bonnier News in exchange for contribution of the shares in Arcy AB. The completion of the Transaction is subject to approval by the annual general meeting. Upon the annual general meeting's resolution regarding the Transaction, the shares held by Bonnier News will not be considered. Following the completion of the Transaction, Bonnier News will hold 52,286,468 shares in Readly, corresponding to approximately 86.86 per cent of the share capital and votes in Readly. For further information about the Transaction, please refer to Bonnier News Group's and Readly's press releases which will be made public today and that will be available on Bonnier News Group's website (www.bonniernews.se) and Readly's website (https://corporate.readly.com).

Background and reasons for the Offer

As the largest shareholder in Readly since March 2023, Bonnier News has supported the management in setting the strategic direction for the Company. During this period, Readly has reached profitability through focused product development, optimized marketing and sales activities, and overall cost control.

To increase Readly's subscriber base and create a financially sustainable business model in the long-term, an increased customer value, combined with a strengthening of distribution and marketing, will be central for the Company to deliver an even stronger offering towards customers.

Bonnier News Group is convinced that Readly's full potential can best be realized in a private environment where the Company is fully integrated with Bonnier News Group. Such structure would enable a stronger content offering, increased reach, and improved distribution through the wide ecosystem of Bonnier News Group. This creates conditions to fully realize the potential of Readly's strong brand and attractive product. A private environment would also give Bonnier News Group the opportunity to focus on the Nordic business while still ensuring that Readly's non-Nordic businesses have an owner who can provide the right conditions for the business to succeed also outside the Nordics.

Bonnier News' future strategy for Readly will focus on Sweden and the Nordic market. As announced in connection with the previous offer, Bonnier News has entered into an agreement with Cafeyn Group^[5] ("Cafeyn"), to transfer Readly's non-Nordic business upon Bonnier News achieving an ownership in Readly of more than 90 per cent. The integration of the Nordic business and the transfer to Cafeyn are expected to be implemented no earlier than five to seven months following the completion of the Offer, with no impact on employees in Readly's businesses before then.

Bonnier News and Cafeyn will, following the completion of the Offer, determine the final terms of the transfer of the non-Nordic business, whereafter it will be possible to assess the impact that the transfer may have on Readly's management and employees in connection with its implementation. Cafeyn has however informed Bonnier News that an integration of the non-Nordic businesses of Readly is expected to support Cafeyn's strategy to further develop and expand its business in Europe. Consequently, Cafeyn sees a need to grow its workforce across different European countries where Readly employees are deemed to bring complementary skills, which are expected to contribute to this strategy.

Bonnier News has further identified some overlapping functions in Bonnier News' and Readly's Nordic businesses, which is expected to have some effects on personnel. The final structure for the integration will be planned following completion of the Offer, whereupon it will be possible to decide what actual measures that will be taken and the effects the integration may have on Readly’s management and employees. Bonnier News Group's strategy involves continued development and investments in Readly's platform and Bonnier News Group is a large employer in the Swedish media market with a continuous recruitment need to support its ongoing digital transformation.

Apart from what has been stated above, Bonnier News' plans for the future business operations and overall strategy do not currently include any changes concerning Bonnier News' or Readly's employees, management, their current businesses or organizations, including the terms of employment, employment, and the locations where Bonnier News and Readly conduct their businesses.

Anders Eriksson, CEO and President of Bonnier News Group AB, comments:

"As the principal owner of Readly, we have formed a clear understanding of the company's position and opportunities going forward. Our view remains that Readly needs a combination of own content and partner content, as well as significantly greater scale and distribution power to create an even better offering for more partners and customers and, thereby, a stronger business. Bonnier News Group can meet those needs for Readly in a private environment with the significant benefits that come from being an integrated part of the group. We are, therefore, offering shareholders an attractive premium for their remaining shares in an offer recommended by Readly's independent bid committee and validated by an independent fairness opinion. We also want to be clear that this is our best and final offer and reflects the potential we only see possible to realize in a private, fully integrated context. The Offer is therefore conditional on us reaching an ownership above 90 per cent of the shares."

The Offer

Consideration

The shareholders of Readly are offered SEK 27.50 in cash per share in Readly.

Bonnier News will not increase the price in the Offer of SEK 27.50 in cash per share. By this statement Bonnier News cannot, pursuant to the Takeover Rules, increase the price in the Offer.

The Offer does not include warrants issued by Readly to employees within the Company's incentive programs^[6]. Bonnier News will offer the holders of such warrants a fair treatment in connection with the Offer.

If Readly, prior to the settlement of the Offer, distributes dividends or in any other way distributes or transfers value to its shareholders, the consideration in the Offer will be adjusted accordingly. This implies that if the annual general meeting of Readly on 14 May 2025 resolves to distribute dividend in accordance with the board's proposal, i.e., SEK 1.00 per share and with record date for dividend on 16 May 2025, and expected date for payment on 21 May 2025, the consideration in the Offer will be adjusted to SEK 26.50 per share in Readly. The price adjustment mechanism will also apply in relation to such dividends or other value transfers which occur after settlement in the Offer, with respect to any shares not yet acquired by Bonnier News in time for Bonnier News to be the recipient of such distributions.

No commission will be charged in respect of the settlement of the shares in Readly tendered to Bonnier News under the Offer.

Premium

The price per share in the Offer represents a premium of^[7]:

• approximately 90 per cent compared to the closing share price of SEK 14.50 per share on 11 April 2025 (which was the last day of trading prior to the announcement of the Offer);

• approximately 81 per cent compared to the volume-weighted average trading price of approximately SEK 15.20 per share during the last 60 trading days prior to the announcement of the Offer; and

• approximately 77 per cent compared to the volume-weighted average trading price of approximately SEK 15.52 per share during the last 120 trading days prior to the announcement of the Offer.

The premium in the Offer reflects Bonnier News Group's assessment of the Company's full value and potential in a private environment, which is based on the positive synergies expected to arise if Bonnier News, following a successful Offer, becomes the owner of more than 90 per cent of the total number of outstanding shares in Readly, whereby Readly can be fully integrated into Bonnier News Group's organization and the transfer to Cafeyn can be implemented. The integration with Bonnier News Group would, among other things, enable a stronger customer offering and more effective marketing and sales by utilizing the content, reach, and distribution in the Bonnier News Group's ecosystem. Furthermore, Bonnier News Group assesses that a combination of Bonnier News Group and Readly would result in cost synergies.

Total value of the offer

The total value of the Offer, based on all 7,912,958 outstanding shares in Readly which are not directly or indirectly owned or controlled by Bonnier News or any of its closely related parties or closely related companies, amounts to approximately SEK 218 million.

Statement by the independent bid committee of Readly by reason of the Offer

The Board of Directors of Readly has, within the Board, appointed an independent bid committee consisting of the independent board members Carolina Brandtman and Malin Stråhle. Prior to the independent bid committee's assessment, Bonnier News has informed that a higher consideration in the Offer would not have been considered if the Transaction had been made in another way than through a non-cash issue. The independent bid committee has assessed the Offer and informed Bonnier News that the independent bid committee has unanimously resolved to recommend the shareholders of Readly to accept the Offer. The independent bid committee has further informed Bonnier News that it has obtained a fairness opinion from Deloitte AB, according to which the Offer is considered fair for the shareholders of Readly from a financial point of view.

Jan Lund, Mikael Antonsson, Veronica Selin, Jesper Wikberg, and Laurent Kayser are deemed to have a conflict of interest pursuant to rule II.18 of the Takeover Rules. These members of the Board of Directors have therefore not participated in, and will not participate in, the independent bid committee's handling of or in any decision regarding the Offer (see "Certain closely related parties and conflicts of interest" below).

Bonnier News' shareholding in Readly

As of the date of this announcement, Bonnier News holds 29,991,780 shares in Readly, corresponding to 79.12 per cent of the share capital and votes in the Company.

Except as set out above, neither the Bidder nor its closely related companies or closely related parties own or control any shares in Readly, nor any financial instruments that give financial exposure equivalent to holding shares in Readly, at the time of this announcement. Neither the Bidder, nor its closely related companies or closely related parties, have acquired or agreed to acquire any shares, or any other financial instruments in Readly that give financial exposure equivalent to holding shares in Readly, at a price that is higher than the price per share in the Offer, during the six months preceding the announcement of the Offer.

If the annual general meeting of Readly on 14 May 2025 resolves to approve the Transaction and to issue the consideration shares in exchange for the contribution of shares in Arcy AB, Bonnier News will, following the completion of the Transaction, hold 52,286,468 shares in Readly, corresponding to approximately 86.86 per cent of the share capital and votes in Readly.

Bonnier News may acquire, or take measures to acquire, shares in Readly in other ways than through the Offer. All such purchases or arrangements will be in accordance with the Takeover Rules, Swedish law, and be disclosed in accordance with applicable rules.

Conditions for completion of the Offer

The completion of the Offer is conditional upon the Offer being accepted to such extent that Bonnier News becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Readly (on a fully diluted basis).

Bonnier News reserves the right to withdraw the Offer if it becomes clear that the above condition has not been met or cannot be met. Bonnier News reserves the right to complete the Offer at a lower acceptance level.

Certain closely related parties and conflicts of interest

As of the date of this announcement, Bonnier News holds 29,991,780 shares in Readly, corresponding to 79.12 per cent of the share capital and votes in the Company. Bonnier News is thus Readly's parent company.

Jan Lund is the Chairman of Readly's Board of Directors and the Head of Group Strategy & Corporate Development at Bonnier Group AB. Mikael Antonsson is a member of Readly's Board of Directors and the CFO and CIO at Bonnier News Corporate AB. Veronica Selin is a member of Readly's Board of Directors and the Head of Strategy and M&A at Bonnier News AB. Jesper Wikberg is a member of Readly's Board of Directors and Manager for Strategy & M&A at Bonnier News AB. Laurent Kayser is a member of Readly's Board of Directors and the CEO of Cafeyn Group.^[8] As Jan Lund, Mikael Antonsson, Veronica Selin, Jesper Wikberg, and Laurent Kayser are deemed to have a conflict of interest pursuant to rule II.18 of the Takeover Rules, they have not participated in, and will not participate in, the independent bid committee of Readly's[9] handling of or in any decision regarding the Offer.

The above circumstances also mean that section IV of the Takeover Rules is applicable to the Offer, which means, among other things, that the acceptance period for the Offer shall be at least four weeks, and that Readly is obliged to obtain and announce a fairness opinion regarding the Offer from independent experts no later than two weeks before the end of the acceptance period. The independent bid committee of Readly has already obtained a fairness opinion from Deloitte AB, according to which the Offer is fair to the shareholders of Readly from a financial point of view (see "Statement by the independent bid committee of Readly by reason of the Offer" above).

Information about Bonnier News

Tidnings AB Marieberg ("Bonnier News") is a Swedish limited liability company (with corporate registration number 556002-8796, domiciled in Stockholm, Sweden) that is directly wholly-owned by Bonnier News Group AB (a Swedish limited liability company with corporate registration number 559174-2688, domiciled in Stockholm, Sweden). Bonnier News was incorporated on 28 May 1874 and registered with the Swedish Companies Registration Office on 27 June 1898. Bonnier News and Bonnier News Group AB are indirectly wholly-owned by Bonnier Group Aktiebolag (a Swedish limited liability company with corporate registration number 556576-7463, domiciled in Stockholm, Sweden).

Bonnier News Group is the largest news media company in the Nordics. With a total revenue of over SEK 10 billion and more than 2 million subscribers, Bonnier News Group offers products ranging from national to local newspapers, business news and magazines. Bonnier News Group believes in the freedom of speech and in contributing to a democratic, sustainable and inclusive society. Bonnier News Group's journalists report, investigate and tell stories of our time. Bonnier News Group inspires people and creates business through meetings, products and services.

In addition to Bonnier News' ownership in Readly, Bonnier News Group has a strong magazine content portfolio of more than 50 titles through its business areas Expressen and Bonnier Publications. Bonnier News Group works towards a sustainable digital business for its magazines on both a stand-alone basis and by building on the reach and content of the larger Bonnier News Group ecosystem. This strategy has proven to be successful in generating digital growth and profitability in recent years.

Bonnier News Group is part of the Bonnier Group. The Bonnier Group is the holding company for a corporate group consisting of the Nordic region's leading media companies, with over 200 years of experience in a changing media landscape. The Bonnier companies span a broad range of media, with a strong historic core in independent journalism and book publishing.

For further information, please visit www.bonniernews.se.

Financing of the Offer

The consideration payable to the shareholders who accept the Offer is fully financed by Bonnier News' own funds.

The above-mentioned financing provides Bonnier News with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, the completion of the Offer is not subject to any financing condition.

Statement from the Swedish Securities Council

The Swedish Securities Council has in its statement AMN 2025:11 stated whether the Transaction and the Offer is deemed consistent with good practice in the Swedish stock market.

As the Transaction is independent of the Offer in the sense that the Transaction, if the general meeting approves the proposal, will be completed irrespective of the shareholders position on the Offer; that the resolution to approve the Transaction will be resolved upon by the general meeting in accordance with the special decision-making procedure set out in AMN 2019:25, which means, among other things, that Bonnier News' shares will not be considered in the resolution by the general meeting; and that Readly has obtained a fairness opinion regarding the fairness of the Transaction, the Swedish Securities Council has stated that the Transaction, under these and the other conditions specified in the petition, is deemed consistent with good practice in the Swedish stock market. As the Offer is independent of the Transaction in the sense that the Offer will be completed if the conditions for the Offer are fulfilled, regardless of whether the Transaction is completed or not, the Swedish Securities Council has further stated that the Offer, under these and the other conditions specified in the petition, does not meet any obstacles from the perspective of good practice in the Swedish stock market.

The Swedish Securities Council has thus stated that the Transaction and the Offer, pursuant to the conditions specified in the petition, do not contravene good practice in the stock market.

AMN 2025:11 will be available in its entirety on the Swedish Securities Council's website (www.aktiemarknadsnamnden.se).

Preliminary timetable^[10]

Bonnier News reserves the right to extend the acceptance period, as well as to postpone the settlement date. Notice of any such extension or postponement will be announced by Bonnier News by means of a press release in accordance with applicable rules and regulations.

Compulsory redemption proceedings and delisting

If Bonnier News, in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in Readly, Bonnier News intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Readly and to promote delisting of Readly's shares from Nasdaq First North Growth Market.

Applicable law and disputes

The Offer, as well as any agreements entered into between Bonnier News and the shareholders in Readly as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's statements and rulings regarding the interpretation and application of these rules are applicable to the Offer.

Advisors

Carnegie Investment Bank AB is acting as financial advisor and Roschier Advokatbyrå AB is acting as legal advisor to Bonnier News Group AB and Tidnings AB Marieberg in connection with the Offer.

Tidnings AB Marieberg

The Board of Directors

Information about the Offer:

Information about the Offer is made available at: www.tabm-offer.com

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

For additional information, please contact:

Joachim Hörnqvist, Fogel & Partners

Tel: +46 (0)762 394 597

E-mail: bonniernews@fogelpartners.se

The information in this press release was submitted for publication by Bonnier News in accordance with the Takeover Rules. The information was submitted for publication on 14 April 2025 at 08:00 (CEST).

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.

The Offer is not being made, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa by use of mail or any other communication 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 securities exchange or other trading venue, of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an "authorised person" for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). 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 shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (sale of a body corporate) of the FSMA 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 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 Bonnier News and Readly. Any such forward-looking statements speak only as of the date on which they are made and Bonnier News has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

Carnegie Investment Bank AB is not responsible to anyone other than Bonnier News for advice in connection with the Offer.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Readly, 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, to the extent applicable, 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. Holders of the shares in Readly domiciled in the United States (the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer.

Readly'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 Readly to whom an offer is 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 Readly's other shareholders.

The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. 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 Readly's shareholders 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 Readly and Bonnier News are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Readly's shareholders may not be able to sue Readly or Bonnier News 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 Readly or Bonnier News 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 and regulations, Bonnier News and its affiliates or its brokers and its brokers' affiliates (acting as agents for Bonnier News 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 Readly outside the United States, 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, 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, the financial advisors to Bonnier News may also engage in ordinary course trading activities in securities of Readly, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. 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 adviser regarding the tax consequences of accepting the Offer. Neither Bonnier News 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.