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SEB Private Equity Opportunity Fund III S.C.A., SICAV-SIF

Société en commandite par actions qualifying as a société d’investissement à capital

variable – fonds d’investissement spécialisé

Subject to the Luxembourg law of 13 February 2007 relating to specialised investment funds, as amended or supplemented from time to time

Placement Memorandum

August 2017

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IMPORTANT INFORMATION

SEB Private Equity Opportunity Fund III S.C.A., SICAV-SIF (the “Partnership”) is a société en commandite par actions incorporated under the laws of the Grand-Duchy of Luxembourg as a société d’investissement à capital variable – fonds d’investissement spécialisé. The Partnership is subject to the law of 13 February 2007 relating to specialised investment funds, as amended or supplemented from time to time (the “2007 Law”). The Partnership qualifies as an alternative investment fund (“AIF”) within the meaning of the Directive 2011/61/UE on alternative investment fund managers (the “AIFMD”) as implemented in Luxembourg by the law of 12 July 2013 on alternative investment fund managers (the “2013 Law”). The Partnership is managed by SEB Private Equity Opportunity III Management S.A., its unlimited liability partner, registered by the CSSF as an external alternative investment fund manager under the “de minimis rules” in accordance with article 3.2.(a) of the AIFMD (the “General Partner”). The General Partner is initially offering shares (the “Shares”) of the Partnership, on the basis of the information contained in this placement memorandum (the “Placement Memorandum”) and in the documents referred to herein which are deemed to be an integral part of this Placement Memorandum. No person is authorized to give any information or to make any representations concerning the Partnership other than as contained in this Placement Memorandum and in the documents referred to herein, and any purchase made by any person on the basis of statements or representations not contained in or inconsistent with the information and representations contained in this Placement Memorandum shall be solely at the risk of the investor. The distribution of this Placement Memorandum is not authorized unless it is accompanied by the most recent financial statements (if any) of the Partnership. Such financial statements are deemed to be an integral part of this Placement Memorandum. The Partnership is reserved to Institutional Investors, Professional Investors and Well-informed Investors within the meaning of the 2007 Law. Furthermore, in accordance with the articles of the Partnership (the “Articles”), the General Partner may issue Participating Shares and different classes of Investors Shares (individually a “Class” and collectively the “Classes”), subject to the terms and conditions set forth in this Placement Memorandum. Participating Shares entitle the holders thereof to receive a Special Return (as described in this Placement Memorandum). Investors Shares of the different Classes, if any, may be issued at prices computed on the basis of the net asset value (the “Net Asset Value”) per Share. The General Partner may, at any time, create additional Classes of Shares whose features may differ from the existing Classes. Upon creation of new Classes, this Placement Memorandum will be updated or supplemented accordingly. This Placement Memorandum does not constitute an offer or solicitation in a jurisdiction where to do so is unlawful or where the person making the offer or solicitation is not qualified to do so or where a person receiving the offer or solicitation may not lawfully do so. It is the responsibility of any person in possession of this Placement Memorandum and of any person wishing to apply for Shares to inform themselves of and to observe all applicable laws and regulations of relevant jurisdictions.

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At the time of this Placement Memorandum the Partnership is managed by a registered, external AIFM. Consequently, the Shares of the Partnership may not be marketed to Professional Investors within the European Economic Area via the EU-passport as foreseen by the 2013 Law. Marketing of the Shares remains possible in the European Economic Area based on the national private placement rules applicable in the respective countries. The Articles give powers to the General Partner to impose such restrictions as it may think necessary for the purpose of ensuring that no Shares are acquired or held by any person in breach of the law or the requirements of any country or governmental authority or by any person in circumstances which in the sole opinion of the General Partner might result in the Partnership incurring any liability or taxation or suffering any other disadvantage which the Partnership may not otherwise have incurred or suffered. The General Partner may prohibit the acquisition by, the transfer to, or compulsorily redeem all Shares held by any such persons. The value of the Shares may fall as well as rise and an investor may not get back the amount initially invested. Income from the Shares will fluctuate in money terms and changes in currency exchange rates will, among other things, cause the value of Shares to go up or down. The levels and bases of, and relief from, taxation may change. Investors should inform themselves and should take appropriate advice on the legal requirements as to possible tax consequences, foreign exchange restrictions, investment requirements or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence, or domicile and which might be relevant to the subscription, purchase, holding or disposal of the Shares. Subject to contractual provisions providing otherwise, all disputes in relation to the Partnership, the General Partner, their respective managers or officers and the Shareholders are as a matter of principle subject to Luxembourg law and the jurisdiction of the Courts of Luxembourg, Grand-Duchy of Luxembourg. Each prospective investor is invited to meet with the General Partner and its representatives, as the case may be to discuss with, ask questions of and receive answers from them concerning the terms and conditions of this offering of the Shares, and to obtain any additional information, to the extent the General Partner possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the information contained herein, and such additional information shall be treated in a confidential manner. All references in this Placement Memorandum to Euro or EUR are to the legal currency respectively of the Grand-Duchy of Luxembourg and to the legal currency of the countries participating in the Economic and Monetary Union. All references in this Placement Memorandum to Swedish Krona or SEK are to the legal currency of Sweden. The Partnership has obtained the authorization of the Luxembourg Supervisory Commission of the Financial Sector (the “CSSF”). This authorization should in no way be interpreted as approval by the CSSF of either the content of this Placement Memorandum or the features of the Shares or of the quality of the investments held by the Partnership. Any statement to the contrary is unauthorised and unlawful.

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MANAGEMENT AND ADMINISTRATION

General Partner SEB Private Equity Opportunity III Management S.A. 4, rue Peternelchen L-2370 Howald Grand-Duchy of Luxembourg Board of the General Partner Chairperson Viveka Hirdman-Ryrberg Members Jan Stjernström Marcus Wernersson Lise-Merete Jorgensen Matthias Ewald Depositary Skandinaviska Enskilda Banken S.A. 4, rue Peternelchen L-2370 Howald Grand-Duchy of Luxembourg Administration Agent – Registrar and Transfer Agent, Paying Agent The Bank of New York Mellon SA/NV, Luxembourg Branch 2-4, rue Eugène Ruppert L-2453 Luxembourg Grand-Duchy of Luxembourg Investment Advisor SEB Investment Management AB Registered office : SE-106 40 Stockholm Visiting address : Stjärntorget 4 169 79 Solna Sweden Independent Auditor PricewaterhouseCoopers Société coopérative 2, rue Gerhard Mercator L-2182 Luxembourg Grand-Duchy of Luxembourg

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TABLE OF CONTENT

I. SUMMARY OF PARTNERSHIP TERMS ....................................................................................................... 7

II. BACKGROUND INFORMATION ON SKANDINAVISKA ENSKILDA BANKEN (SEB) GROUP ............. 11

A. SKANDINAVISKA ENSKILDA BANKEN GROUP ............................................................................................................. 11 B. SEB PRIVATE EQUITY ........................................................................................................................................... 12 C. INVESTMENT PROCESS AND OPPORTUNITIES ........................................................................................................... 15

III. CORPORATE ASPECTS OF THE PARTNERSHIP .................................................................................. 16

IV. INVESTMENT OBJECTIVES, STRATEGY AND RESTRICTIONS .......................................................... 22

A. INVESTMENT PHILOSOPHY AND STRATEGY .............................................................................................................. 22 B. INVESTMENT LIMITS AND RESTRICTIONS .................................................................................................................. 22 C. LEVERAGE AND BORROWING POLICY ....................................................................................................................... 23 D. CO-INVESTMENTS ................................................................................................................................................ 23 E. FINANCIAL INSTRUMENTS AND LIQUID ASSETS ......................................................................................................... 23

V. RISK CONSIDERATIONS .......................................................................................................................... 24

VI. PARTICIPATING PARTIES ....................................................................................................................... 29

A. INVESTMENT ADVISOR ........................................................................................................................................... 29 B. ADVISORY COMMITTEE .......................................................................................................................................... 29 C. DEPOSITARY ........................................................................................................................................................ 30 D. ADMINISTRATIVE AGENT – REGISTRAR AND TRANSFER AGENT .................................................................................. 30

VII. SHARES OF THE PARTNERSHIP AND CAPITAL FUNDING................................................................ 31

A. GENERAL CONSIDERATIONS .................................................................................................................................. 31 B. CAPITAL FUNDING ................................................................................................................................................ 33 C. CONTRIBUTIONS IN KIND ....................................................................................................................................... 36 D. COMMITMENTS AND DEFAULTING INVESTORS .......................................................................................................... 37

VIII. DISTRIBUTION POLICY .......................................................................................................................... 38

A. DISTRIBUTION ...................................................................................................................................................... 38 B. REMOVAL PROMISSORY NOTE ............................................................................................................................... 39 C. CLAW-BACK AND ESCROW ..................................................................................................................................... 40

IX. FEES AND EXPENSES ............................................................................................................................. 40

A. MANAGEMENT FEE AND ADVISORY FEE .................................................................................................................. 40 B. ADMINISTRATION FEE ............................................................................................................................................ 41 C. TRANSACTION FEES ............................................................................................................................................. 41 D. OPERATING COSTS AND EXPENSES........................................................................................................................ 41 E. INITIAL MANAGEMENT FEE AND RELATED EXPENSES: ................................................................................................ 42

X. PREVENTION OF MONEY LAUNDERING ................................................................................................ 42

XI. RESTRICTION ON THE OWNERSHIP OF SHARES ............................................................................... 42

XII. CONVERSION OF SHARES .................................................................................................................... 43

XIII. DETERMINATION OF THE NET ASSET VALUE ................................................................................... 43

XIV. TEMPORARY SUSPENSION OF NET ASSET VALUE CALCULATION .............................................. 46

XV. TAXATION ................................................................................................................................................ 47

XVI. FINANCIAL YEAR, GENERAL MEETINGS OF SHAREHOLDERS, DOCUMENTS AVAILABLE FOR

INSPECTION AND AMENDMENTS TO THE PLACEMENT MEMORANDUM ................................... 50

A. FINANCIAL YEAR ................................................................................................................................................... 50 B. GENERAL MEETINGS ............................................................................................................................................. 51 C. INFORMATION TO SHAREHOLDERS ......................................................................................................................... 51 D. AMENDMENTS TO THE PLACEMENT MEMORANDUM ................................................................................................... 51

XVII. LIQUIDATION OF THE PARTNERSHIP ................................................................................................ 52

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XVIII. DATA PROTECTION ............................................................................................................................. 52

XIX. EXCULPATION AND INDEMNIFICATION ............................................................................................. 53

XX. DOCUMENTATION AND GOVERNING LAW ......................................................................................... 53

XXI. DEFINITIONS ........................................................................................................................................... 54

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I. Summary of Partnership Terms

The present summary of the Partnership terms is a selection of some of the key information contained in this Placement Memorandum: in case of discrepancies between the terms of this summary and the body of the Placement Memorandum, the terms of the body of the Placement Memorandum shall prevail. Administration Agent – Registrar and Transfer Agent

The Bank of New York Mellon SA/NV, Luxembourg Branch.

Borrowing Policy The Partnership shall, as a main rule, not use leverage and borrowings for investment purposes. However, the Partnership may borrow money for a limited duration to (i) bridge finance Portfolio Investments and (ii) pay expense disbursements when liquid funds are not readily available. Such temporary borrowing shall not exceed the lesser of i) twenty percent (20%) of the Aggregate Commitments or ii) one hundred percent (100%) of Remaining Capital Commitment. In addition, such temporary borrowing shall not remain outstanding for more than twelve (12) months without the prior approval of the Advisory Committee by Advisory Committee Ordinary Resolution. Investments of the Partnership are expected to include Portfolio Investments whose capital structures may include additional leverage. The Partnership shall not give any guarantees or pledge any of its assets to secure the potential indebtedness of the Partnership that is referred to above that would cover an amount in excess of twenty percent (20%) of the amounts actually borrowed without the prior approval of the Advisory Committee by Advisory Committee Ordinary Resolution. The General Partner shall in no event grant security interests over Remaining CapitalCommitment of the Partnership to secure any borrowings made on behalf of the Partnership or to finance Portfolio Investments.

Depositary Skandinaviska Enskilda Banken S.A.

Distributions The Partnership will not be required to make any cash distributions to the Investors prior to the end of the Investment Period in cases where cash is returned to the Partnership within eighteen (18) months of the initial investment in the relevant Portfolio Investment and such amounts shall be available for reinvestments. The General Partner may however, in its sole discretion, elect to distribute cash to the Investors prior to the end of the Investment Period. In cases where cash is returned to the Partnership within eighteen (18) months of the initial investment in the relevant Portfolio Investment and the General Partner elects to distribute such returned amounts to Investors, the amounts so distributed will increase the unfunded portion of each Investors’ Commitment pro-rata and as a result be available for further draw-down within the Commitment Period. Cash receipts to be distributed to the Investors or reinvested prior to the end of the Investment Period may, pending such distribution or reinvestment, be invested in money market investments or equivalent thereof.

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The General Partner will distribute income and divestment proceeds after the deduction of the appropriate fees and operating expenses (including contingent liabilities) (in each case calculated separately with respect to Investors Shares issued on the same issue date), in the following order and priority:

(a) first, to each holder of Investors Shares, pro rata based on the ratio of its current shareholding of Investors Shares to the total outstanding Investor Shares, until each such holder receives an amount equal to (i) its aggregate Capital Contributions at the date of such distribution and (ii) a preferred return of eight percent (8%) per annum (compounded annually in arrears on the basis of a 365-day year) of its aggregate Capital Contributions from the date on which each such Capital Contribution was made to the date on which it was repaid (the “Preferred Return”); (b) second, one hundred percent (100%) to the holders of Participating Shares, until each holder of Participating Shares receives an amount equal to the subscription price of the Participating Shares plus fifteen percent (15%) of the aggregate distributions made under this clause and sub-clause (a) (ii) above for Investors Shares A and twenty percent (20%) of the aggregate distributions made under this clause and sub-clause (a) (ii) above for Investors Shares B (the “Catch-Up”); and (c) third, (i) eighty-five percent (85%) of all further distributions relating to the assets value of the Partnership allocated to Investors Shares A shall be distributed to the holders of the Investors Shares A, pro rata based on each such holder’s ratio of current shareholding of Investors Shares A to the total outstanding Investor Shares, (ii) eighty percent (80%) of all further distributions relating to the assets value of the Partnership allocated to Investors Shares B shall be distributed to the holders of the Investors Shares B, pro rata based on each such holder’s ratio of current shareholding of Investors Shares B to the total outstanding Investor Shares and (iii) the remaining fifteen percent (15%) of further distributions relating to the assets value of the Partnership allocated to Investors Shares A and the remaining twenty percent (20%) of further distributions relating to the assets value of the Partnership allocated to Investors Shares B shall be distributed to the holders of the Participating Shares, pro rata based on each such holder’s ratio of current shareholding of Participating Shares to the total outstanding Participating Shares (the distribution rights attaching to the Participating Shares pursuant to sub-clauses (b) and (c) (ii) above, the “Special Return”).

Expenses The Partnership and/or relevant subsidiary(ies) of the Partnership shall bear (a) all expenses relating to committed investments implemented or not implemented (broken deal cost), including legal, audit, remuneration of third party intermediary(ies) involved in a given transaction, the costs of external experienced managers involved in the identification and evaluation of target investments who are meant to enter into Portfolio Investments in an executive position if the targeted investment is completed, and other professional or sourcing fees in accordance with usual practice determined on an arm’s length basis and taking market conditions into consideration; (b) all expenses incurred with respect to

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the acquisition, development, holding, sale or proposed sale of any of the Partnership’s investments, including transfer taxes, registration costs, and other taxes, fees or other governmental charges levied in connection therewith; and (c) all litigation and indemnification expenses related to the investments or business of the Partnership. The Partnership shall also bear its general operating expenses, which shall include the fees and disbursements of the Depositary, the General Partner, the Administration Agent, legal, audit, insurance, financing and accounting fees and all other out-of-pocket administration expenses and any taxes, fees or other governmental charges. Each subsidiary of the Partnership (as the case may be) shall bear their respective operating expenses such as, without limitation, any fees and expenses for legal counsel and auditors and appraisers and advice from any other experts, sourcing fees, insurance premiums and any taxes, fees or other governmental charges levied against each subsidiary arising in the regular course of business and in connection with the activities mentioned above.

Exposure/Leverage Within the meaning of the 2013 Law, leverage is any method by which the exposure of the Partnership is increased whether through borrowing of cash or transferable securities, or leverage embedded in derivative positions or by any other means (the “Leverage”).

Independent Auditor PricewaterhouseCoopers, société coopérative

Investment Advisor SEB Investment Management AB

Investment Period The General Partner acting on behalf of the Partnership shall only make new investments during the Investment Period (as defined below). The Investment Period shall be the period during which the Partnership will make investments into new Portfolio Investments, commencing on the day of the first capital call notice being dispatched to Investors (the “First Draw Down Date”) and ending, subject to any earlier termination, on:

(i) the sixth (6) anniversary of the First Draw Down Date of the Partnership, with a one (1) year extension possibility decided by the General Partner and subject to the prior approval of the Advisory Committee adopted by Advisory Committee Special Resolution; (ii) the date when the General Partner decides that the Partnership is fully invested, or (iii) the date when the Aggregate Commitments have been fully drawn down and paid to the Partnership.

Investment Strategy and Policy

The Partnership will mainly invest in the small to lower mid-market segment in the Nordics, where there is a scope for strategic and operational value creation. The targeted companies will, at the time of acquisition, either be headquartered and/or have most of their revenues in the Nordics, mainly in Sweden (each, a “Portfolio Investment”). Within the main strategy, the Partnership shall generally acquire

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interests in Portfolio Investments where it can ensure substantial influence over the governance of the company, but shall also consider significant minority ownership positions. Typically, the size of each investment, including add-ons and capital injections, shall have an equity target between fifty million Swedish Krona (SEK 50,000,000) and three hundred million Swedish Krona (SEK 300,000,000) and an enterprise value in the range between one hundred million Swedish Krona (SEK 100,000,000) and one billion Swedish Krona (SEK 1,000,000,000), and it is contemplated that the Partnership will hold around fifteen (15) positions. Up to thirty percent (30%) of the Partnership´s committed capital may opportunistically be invested into private equity investments outside the main strategy. Such investment opportunities include, but are not restricted to, investments outside the Nordics.

Management Fee The General Partner is entitled to receive an annual management fee (the “Management Fee”), paid half-yearly in advance out of the Partnership’s assets. During the Investment Period, such management fee shall be equal to (i) two percent (2%) per annum of the amount of the Aggregate Commitments relating to Investors Shares; provided however, that the Commitments of any Defaulting Investor shall be excluded from the calculation of Management Fee during the Investment Period. After the end of the Investment Period, the Management Fee will be equal to two percent (2%) per annum of the lesser of (i) the Net Asset Value of the Investors Shares, and (ii) the aggregate cost basis of investments then held in the portfolio and allocated to the Investors Shares minus the cost basis of Portfolio Investments written off allocated to such Investors Shares. No Management Fee shall accrue and be charged for any period prior to the First Draw Down Date. The Participating Shares shall bear no Management Fees.

Minimum Investment At least ten million Swedish Krona (SEK 10,000,000), although individual Commitments for lesser amounts may be accepted at the sole discretion of the General Partner.

Minimum Risk Diversification

As a rule, and unless otherwise authorized beforehand by the Advisory Committee by Advisory Committee Ordinary Resolution, the Partnership shall not invest more than twenty percent (20%) of the Aggregate Commitments (or commit to subscribe to securities) in the same Portfolio Investment. In any event, the Partnership shall never invest more than twenty five percent (25%) of its Aggregate Commitments (or commit to subscribe to securities) in the same Portfolio Investment.

Remaining Capital Commitment

Remaining Capital Commitment, is the amount of such any investor’s Commitment, determined at any date, that has not been contributed or deemed to have been contributed, increased by the amount of all distributions from the Partnership to such Investor to the extent of (a) such investor’s Commitments returned in connection with unconsummated investments, and (b) such investor’s Commitments returned in connection with the admission to the Partnership of any subsequent investor, and (c) increased further, in the General Partner’s sole discretion, by the amount of all distributions from the Partnership to

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such investor to the extent of such investor’s Commitments used to fund investments disposed during the Investment Period (taking into consideration distributions within eighteen (18) months as defined in Section VIII “Distribution policy”), and (d) such investor’s Commitments used to pay Partnership’s fees and expenses or any other fees specified in the Placement Memorandum, provided that if the date of determination with respect to an investor is after delivery of a drawdown notice but before the related Draw Down Date, the amount specified as payable by such investor in such drawdown notice (as the same may be amended by a subsequent drawdown notice related thereto) shall not be included in such investor’s Remaining Capital Commitment unless such investment is abandoned or unless and to the extent that such investor is an excused partner with respect to such investment.

Subscriptions / Capital Funding

Drawn on an “as-needed” basis, with fifteen (15) Business Days prior notice.

Target Partnership Size

The minimum targeted size of the Partnership is between five hundred million Swedish Krona (SEK 500,000,000) and one billion and five hundred million Swedish Krona (SEK 1,500,000,000) with respect to the Initial Closing, with a total targeted size at Last Closing of two billion Swedish Krona (SEK 2,000,000,000). In any case, the total size of the Partnership shall not exceed three billion Swedish Krona (SEK 3,000,000,000) after the Last Closing.

Term The Partnership is established for a limited duration, and is due to expire nine (9) years after the First Draw Down Date, with a two (2) years extension option, potentially followed by two (2) consecutive one (1) year extension options by decision of the General Partner with the prior consent of the Advisory Committee adopted by Advisory Committee Ordinary Resolution. The ultimate duration of the Partnership cannot be extended beyond 31 December 2030.

II. Background Information on Skandinaviska Enskilda Banken (SEB) group

A. Skandinaviska Enskilda Banken group Stockholms Enskilda Bank was founded in 1856 by André Oscar Wallenberg as Stockholm's first private bank. On 1st of January 1972, Skandinaviska Banken and Stockholms Enskilda Bank merged to form Skandinaviska Enskilda Banken (“SEB”), with the aim of creating a bank which could meet the competition from the major international banks. SEB is today the leading corporate and investment bank in the Nordic countries, serving large corporations, financial institutions, banks and commercial real estate clients with corporate banking, trading and capital markets and global transaction services. Comprehensive pension and asset management solutions are also offered. SEB has 400,000 small and medium-sized corporate customers. SEB offers small and medium-sized corporate customers several customized products that were initially developed in cooperation with SEB’s large corporate clients. In addition, numerous services are specifically designed for small companies and entrepreneurs. SEB provides four million individuals with products and services to meet all their financial needs. These include products and services for daily finances, savings, loans, wealth management and life insurance.

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SEB executes 750 million payments per year and has 55 million internet bank visits per year. SEB’s strategic direction is to serve and be perceived as the relationship bank. The bank was founded in the service of enterprises, and has over the years been an active partner in community development in the markets where it operates. The operating profit of SEB in 2015 was 20,865 million SEK. The strategy of SEB rests on three pillars:

- SEB develops holistic and long-term relationships based on customer needs. - SEB grows in selected core markets as large corporate business in the Nordic countries and Germany, small and medium sized enterprises in Sweden, and in savings. - SEB ensures that it has the financial strength and thus resilience needed to long-term support its customers coupled with the flexibility to adapt growth initiatives to prevail market conditions.

SEB has a strong ambition to contribute to sustainable growth and to make a difference to customers, staff and the society at large. It strives for making sustainability an integrated part of our business, and to include sustainability as a natural part in everything it does. SEB’s business shall be underpinned by strong ethics and good governance, long term relationships and highly committed people delivering the corporate strategy and managing the social and environmental impact of its business. SEB wants to support its customers, create value for its shareholders and contribute to society as a whole. In Denmark, Finland, Norway and Germany the Bank’s operations have a strong focus on a full-service offering to corporate and institutional clients. SEB’s activities are carried out with a long-term perspective to fulfil the Bank's role to assist businesses and markets to thrive. The international nature of SEB’s business is reflected in its presence in some 20 countries worldwide (Sweden with its head office in Stockholm, United States of America, India, Singapore, Brazil, Norway, Denmark, Russia, Lithuania, Latvia, Finland, Germany, Estonia, Luxembourg, Switzerland, China, Hong Kong, Shanghai, Beijing). SEB serves more than 4 million customers and has around 16 thousands employees. SEB is a full service investment bank with a long track record within investment banking. Within corporate finance, SEB is the market leader in advisory on Nordic and Baltic related mergers & acquisitions and equity capital markets transactions. Its clients consist mainly of large Nordic and Baltic corporates, international companies with mergers & acquisitions activities in Northern Europe and private equity firms. B. SEB Private Equity B.1. Investment Approach and Track Record In this Partnership, the focus is put on recommending influential investments in companies of the small to lower mid-market segment where there is a potential for operational improvement which will enable the companies to realize their value potential. The Partnership has a target size of two billion Swedish Krona (SEK 2,000,000,000) with a hard cap of three billion Swedish Krona (SEK 3,000,000,000) and will focus on substantial investments in the Nordics, primarily Sweden. The General Partner bases its investment decisions on the advice received SEB Investment Management AB (the “Investment Advisor”) and more particularly from SEB Private Equity unit of the Investment Advisor (“Investment Advisory Team”). SEB Investment Management AB was established on 19 May 1978 in the form of a limited liability company (AB). It is a management

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company authorized by the Swedish FSA – Finansinspektionen. It has its registered office in Sweden, SE-106 40 Stockholm. SEB Investment Management AB conducts its business mainly in Sweden and has established a branch in Luxembourg i.e. SEB Investment Management AB, Luxembourg Branch (the “Branch”). Since its formation in 1998, Investment Advisory Team has managed to build a highly networked and talented team with the skill-set to source proprietary investment opportunities from the network, execute on transactions, strategically and operationally improve the company fundamentals and as such create value for investors over the long-term. The Investment Advisory Team members have on average 13 years of private equity investing related experience and combines individuals with substantial and successful experience in the complementary fields of private equity, consulting, investment banking and industry CXO’s. In this Partnership, the Investment Advisory Team also utilizes a network of industrial advisors that can support the Investment Advisory Team on strategic and business matters in the portfolio companies, both in the sourcing phase and during the subsequent value creation phase. In addition to the industrial advisors, in this Partnership, in some Portfolio Investments, Investment Advisory Team expects to apply a proven model of partnering up with experienced and talented CEO’s in targeted sectors prior to acquisition. Such CEO’s first assist the Investment Advisory Team in the sourcing phase, then assist in the development of an operational plan and finally become the CEO to drive the agreed operational agenda. The Investment Advisory Team has always had an operational tilt and has never been supporters of excessive financial gearing. It has stayed true to this approach of investing and focused on mature smaller companies where the opportunities for adding operational value are greater. The Investment Advisory Team’s view is that it is thanks to the approach of creating value through operational improvements and avoiding excessive leverage that it has been able to outperform through the two down-cycles of 2000 and 2008. The usage of debt in this size-segment is limited and not the main driver of returns, as compared to buyouts in the larger end of the market. The Investment Advisory Team specifically targets businesses with shared attributes such as sustainable operations, predictable revenue streams, scalable cost structures and underutilized assets that can be exploited to unlock hidden value. The cornerstones of investment strategy are leveraging deal dynamics to buy right, maintaining emphasis on downside protection and realizing upside potential through operational and strategic improvements aimed at building sustainable value over the holding period. In this segment, the Investment Advisory Team has a long track record of control and co-control investments both in the Nordics as well as outside the region. The Investment Advisory Team is convinced that this Partnership will be able to draw upon all those experiences and create a highly attractive product for investors. Within control investments in the Nordics, the main focus of the Partnership, the Investment Advisory Team has a realized track record of 11x multiple1 on invested capital* (capital weighted).

1 Source: Investment Advisory Team analysis. Unaudited.

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B.2. SEB Private Equity Competitive Advantage In the view of the General Partner, Investment Advisory Team has three unique edges: its first-class members, its track record and, finally, its networks. The Investment Advisory Team includes individuals with hands-on experience in the roles of CEO’s and CFO’s in publicly traded and unlisted companies which have gone through change processes in challenging situations. In addition to this, the Investment Advisory Team consists of individuals who have worked as management consultants at McKinsey and in that role have helped companies both in strategic repositioning and operational improvement processes. The Investment Advisory Team also includes members with extensive M&A Experience from Enskilda. Finally, the Investment Advisory Team has made approximately 40 direct investments with some of the most renowned private equity firms globally and through that have come to serve on several boards globally. The Investment Advisory Team is not aware of any other private equity team operating in the Nordic region with a similar experience base. The General Partner considers its Investment Advisory Team to be a unique and valuable edge. The Investment Advisory Team shall initially be composed of the following persons:

• Persons within the Investment Advisor which devote more than a majority of their business time and attention to the advisory of the Partnership, namely:

- Victor Lang - Erik Svanholm Pacheco - Gustav Ecorcheville - Magnus Ramström.

• Persons within the Investment Advisor which devote less than a majority of their business time and attention to the advisory of the Partnership, namely:

- Anders Jöngard - Emilio Dauvin - Niklas Gyllensporre.

The above mentioned persons have the following role and relevant experience:

Name Role Relevant experience

Victor Lang Head of PE, CIO

Investment Advisory Team, SEB Enskilda CF Berkeley Consulting, UC Berkeley, LTH Several board seats in sectors such as Waste management, Healthcare, Retail, Consumer Products and Industrials

Erik Svanholm Pacheco

Investment Director

Investment Advisory Team, Kadern Invest AB – CEO of Hobbex, Bergtex, Naturkompaniet among others, McKinsey & Company, HHS Several board seats in various sectors

Gustav Ecorcheville

Investment Director

Investment Advisory Team, SEB Enskilda CF Several board seats in various sectors

Magnus Ramström

Investment Director

Investment Advisory Team, 3i, Nordea CF, SU Several board seats in various sectors

Niklas Operating Partner Kadern Invest AB - CFO of Hobbex, Bergtex,

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Gyllensporre Naturkompaniet among others, Enskilda CF Several board seats in various sectors

Anders Jöngard Investment Director,

CFO

SEB Private Equity and Derivatives operations Advisory Boards include Atlas, Atomico, C/T/C, Olympus, Mercapital and PAl

Emilio Dauvin Investment Director

Engagement Manager at McKinsey & Company, United Nations, Symbion Advisory Board seats include Linden and THL

The Track Record, which includes an unaudited realized, capital weighted, money multiple in the Nordic region of 11 times on invested capital2 between 1994 and 2010, with zero leverage is, according to the Investment Advisory Team, unique. In this Partnership, the Investment Advisory Team targets investments that are expected to deliver at least three times invested capital. The Investment Advisory Team is not aware of any other private equity team operating in the Nordic region with a similar track record. The Investment Advisory Team´s Networks is a unique edge. The Investment Advisory Team is not aware of any other private equity team operating in the Nordic region with similar access to investment themes within the global private equity community. Nor is the Investment Advisory Team aware of any other setup with similar access to industrial expertise within the global private equity community which could be invited to participate, if deemed valuable, in specific investments. The General Partner considers that these three edges offer a unique and attractive opportunity for investors to obtain exposure to this part of the Nordic private equity market. B.3. Edges C. Investment Process and Opportunities

The General Partner has mandated the Investment Advisor with the sourcing, analysing and recommending of prospective investment and divestment opportunities.

2 Source: Investment Advisory Team analysis. Unaudited.

TRACK RECORD

• Nordic control investments in Small to lower Mid-cap

market delivering 11x Multiple on Invested Capital*.

• 40+ control and co-control investments spanning over 20

years.

• Private Equity Portfolio that has delivered top quartile

returns since inception.

UNIQUE NETWORKS

• Investment themes can be identified through global

network of world- class Private Equity managers

• Sourcing can leverage the SEB industrial network.

• Best practise

• Source of co-control investments and expertise

TEAM

• Combination of backgrounds, management consultancy and investment banking (McKinsey and Enskilda)

• CEO and CFO experience from several Private Equity investments

• Very experienced team

* Team analysis. Unaudited.

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An experienced team of professionals, the Investment Advisory Team, has been established within the Investment Advisor, which shall provide investment advisory and management support services to the General Partner.

III. Corporate aspects of the Partnership

The Partnership The Partnership was incorporated under the name of SEB Private Equity Opportunity Fund III S.C.A., SICAV-SIF on 3 July 2013, as a société en commandite par actions qualifying as a société d’investissement à capital variable – fonds d’investissement spécialisé, under the 2007 Law. The Articles were published in the Mémorial C on 2 October 2013. The Articles were last amended by a notarial deed of 2 November 2016 and published in the Recueil Electronic des Sociétés et Associations (RESA) on 18 November 2016. The Partnership is registered with the Registre de Commerce et des Sociétés, Luxembourg under number B 179461. The Partnership qualifies as an AIF within the meaning of article 1 (39) of the 2013 Law. It is managed by unlimited liability partner (the “General Partner”) registered by the CSSF as an external alternative investment fund manager under the “de minimis rules” in accordance with article 3.2. (a) of the AIFMD. In case the total assets of the Partnership exceed the “de minimis” threshold, in a manner that may not be qualified as temporary, the Partnership will seek an authorization of its AIFM or will appoint another external AIFM to be authorized by the CSSF. In such circumstances this Placement Memorandum will be amended along with the depositary agreement and the Shareholders will be informed accordingly. The Partnership is established for a limited duration, and is due to expire nine (9) years after the First Drawdown Date, with a two (2) years extension option, potentially followed by two (2) consecutive one (1) year extension options by decision of the General Partner with the prior consent of the Advisory Committee adopted by Advisory Committee Ordinary Resolution. The Partnership shall automatically be terminated on 31 December 2026 without prejudice to the extraordinary general meeting of Shareholders’ decision to extend the duration of the Partnership, in accordance with the provision of its Articles. The ultimate duration of the Partnership cannot be extended beyond 31 December 2030. As a société en commandite par actions, the Partnership has two (2) different types of Shareholders:

- the associé gérant commandité or unlimited Shareholder (the “General Partner”), who is the equivalent of the general partner of a limited partnership. The General Partner is responsible for the management of the Partnership and the representation of the Partnership in all corporate matters. The General Partner is jointly and severally liable for all liabilities which cannot be paid out of the assets of the Partnership. The General Partner may only be removed by an amendment of the Articles approved at an extraordinary general meeting of Shareholders. The General Partner will hold the one General Partner Share in the Partnership. The General Partner Share was issued upon incorporation of the Partnership. No further General Partner Shares will be issued; - the associés commanditaires, or limited Shareholders whose liability is limited to the amount of their investment in the Partnership. The Partnership may have an unlimited number of limited Shareholders. The interests of the limited Shareholders of the Partnership will be represented by Investors Shares of different Classes and Participating Shares, as the case may be.

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The capital of the Partnership is represented by one (1) General Partner Share (which has been subscribed by the General Partner), and by Investors Shares and Participating Shares. Shares may, as the General Partner shall determine, be of one or more different series differentiated by their respective issue date. Each Share (General Partner Share, Participating Share or Investors Share) grants the right to one (1) vote at every general meeting of Shareholders. No measure affecting the interests of the Partnership vis-à-vis third parties may validly be taken without the affirmative vote of the holder of the General Partner Share. The capital of the Partnership shall at all times be equal to the total Net Asset Value of the Partnership. The Partnership was incorporated with a subscribed share capital of four hundred and ten thousand Swedish Krona (SEK 410,000) divided into (i) one (1) General Partner Share of no nominal value with an initial par value of one thousand Swedish Krona (SEK 1,000) subscribed by the General Partner in its capacity as unlimited Shareholder (associé-gérant commandité) of the Partnership and (ii) four hundred and nine (409) Participating Shares SEK of no nominal value with an initial par value of one thousand Swedish Krona (SEK 1,000) each. Upon incorporation each Share was fully paid-up. The minimum subscribed capital of the Partnership, as prescribed by law, is the equivalent in Swedish Krona (SEK) of one million two hundred fifty thousand Euros (EUR 1,250,000). This minimum must be reached within a period of twelve (12) months following the authorization of the Partnership as a SICAV-SIF under the 2007 Law. Luxembourg law governs the Partnership. The Partnership is subject to the ongoing supervision of the CSSF. The General Partner The General Partner is SEB Private Equity Opportunity III Management S.A., a company under the form of a société anonyme incorporated under the laws of Luxembourg on 3 July 2013 with a share capital of fifty thousand Euros (EUR 50,000) represented by fifty (50) shares with a nominal value of one thousand Euros (EUR 1,000) each. The articles of incorporation of the General Partner were published in the Mémorial C on 24 September 2013. The Articles were last amended by a notarial deed of 26 August 2014 and published in the Mémorial C on 25 September 2014. The General Partner is registered with the Registre de Commerce et des Sociétés, Luxembourg under number B 179200. Pursuant to the Articles, as holder of the General Partner Share, the General Partner has responsibility for managing the Partnership and for representing the Partnership in all corporate matters in accordance with the Placement Memorandum, the Articles, Luxembourg laws and other relevant legal requirements. The General Partner is responsible for determining the investment policy of the Partnership, subject to the risk diversification rules and investment restrictions set out in this Placement Memorandum. The General Partner is further in charge of the portfolio management, risk management, administration and valuation services related to the assets of the Partnership. In fulfilling its responsibilities the General Partner is permitted to delegate its functions and duties to third parties. The appointment of third parties is subject to the approval of the CSSF. The General Partner's liability towards the Partnership and its investors shall not be affected by the fact that it has delegated its functions and duties to third parties.

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The General Partner has delegated the execution of the performance of some of its duties:

- relating to the administration function with respect to the Partnership to The Bank of New York Mellon SA/NV, Luxembourg Branch as further described under section XI “Administration Agent – Registrar and Transfer Agent” of this Placement Memorandum;

- relating to the risk management function with respect to the Partnership to the

Luxembourg branch of SEB Investment Management AB i.e. SEB Investment Management AB, Luxembourg Branch.

In the fulfilment of its duties the General Partner will always:

- take all reasonable steps to avoid conflicts of interest and, when they cannot be avoided, to identify, manage and monitor and, where applicable, disclose those conflicts of interest in order to prevent them from adversely affecting the interests of the Partnership and its Investors and to ensure that the investors of the Partnership are fairly treated. To this end the General Partner has established a conflict of interest policy, which will be updated from time to time; - comply with all regulatory requirements applicable to the conduct of their business activities so as to promote the best interests of the Partnership or the Investors in the Partnership and the integrity of the market; - treat all Investors fairly.

The General Partner shall ensure that its decision-making procedures and its organisational structure ensure fair treatment of Shareholders. In the framework of its risk management function, the General Partner implements appropriate risk management systems in order to detect, measure, manage and follow in an adequate manner all risks related to the investment strategy of the Partnership and their effect on the risk profile of the Partnership. As such, the General Partner shall ensure that the risk profile of the Partnership is relevant in light of the size, portfolio’s structure, strategies and investment objective of the Partnership. Board of the General Partner The board of directors of the General Partner (the “Board”) shall be composed of at least of four (4) members. Decisions of the Board shall be taken by a majority of votes of the directors present or represented at such meeting. In the event that the number of votes for and against a resolution is equal, the chairperson of the Board shall have a casting vote. The Board shall be responsible for taking the investment and divestment decisions based on the advice from the Investment Advisor. Only the proposals approved by the Board in their initial stage, i.e. before the Investment Advisor initiates due diligence process (“initial stage proposals”), should be presented to the Board for the decision. The approval by the Board of the initial stage proposals should be understood as validly given by the Board in its entirety or by the authorised members of the Board. The Board as at the date of this Placement Memorandum is composed as follows:

Chairperson: Viveka Hirdman-Ryrberg.

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Members: Jan Stjernström Marcus Wernersson Lise-Merete Jorgensen Matthias Ewald.

Key Persons Some persons may be identified as responsible key persons (the “Key Persons”), who shall respectively devote such amount of time as shall be sufficient to ensure the success of the investment activities of the Partnership. With respect to the activities of the Partnership, each of the following persons, and any successor approved by the Advisory Committee by Advisory Committee Special Resolution, is identified as a Key Person:

- Victor Lang - Erik Svanholm Pacheco.

If any of the Key Persons ceases to Actively Participate (as defined below) in the advice of the Partnership, then the General Partner shall: (i) immediately notify the limited partners of the Partnership, and (ii) use all reasonable efforts to promptly replace such person with an investment professional of comparable expertise and experience. In such a case the Investment Period is considered to be paused until the successor of a Key Person is approved by the Advisory Committee by Advisory Committee Special Resolution. The aforementioned pause does not result in the extension of the Investment Period. “Actively Participate” has the following meaning, with respect to each of the following Key Persons:

Key Persons (or any duly approved successors of a Key Person) shall devote sufficient of his or her business time and attention to the advice of the Partnership, provided, however, that any Key Person shall without limitation be deemed to have ceased to Actively Participate in the advice of the Partnership if he or she is dead, mentally and physically incapacitated, rendering them unable to work, adjudicated incompetent or insane, subject to personal bankruptcy, charged with a felony or other offence punishable by imprisonment or finance related offence irrespective of means of the punishment, or otherwise voluntarily or involuntarily withdraws from active participation in the advice of the Partnership. A Key Person shall be deemed to Actively Participate in providing the advice to the Partnership also during temporary leaves which do not render a termination of employment, i.e. vacation, parental leave, illness or any other leave of absence of this kind.

Key Persons Event and/or Change of Control Event of the Partnership At any time during the life of the Partnership in the event that:

(a) both Victor Lang and Erik Svanholm Pacheco cease to Actively Participate in the advice of the Partnership (a “Key Person Event”); or (b) the General Partner ceases to be owned and controlled directly or indirectly by Skandinaviska Enskilda Banken AB (publ) (a “Change of Control Event”) then the General Partner’s authority to take the decisions, in respect of the Partnership, regarding new

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investments, divestments or follow-on investments (other than transactions which the Partnership was legally obligated to consummate prior to the Change of Control Event or Key Person Event, and transactions to which the Advisory Committee gives its prior approval by Advisory Committee Ordinary Resolution), shall be automatically suspended (a “Suspension Period”). For the avoidance of doubt, a Suspension Period shall have no other effect on the activities, rights and obligations of the Partnership, the General Partner and the Investment Advisor.

A Suspension Period shall terminate with respect to the Partnership:

(a) in the case of a Key Person Event, (i) automatically when the Key Persons Event is resolved by means of the appointment of a successor to the applicable Key Person(s) by the General Partner with the prior approval of the Advisory Committee by Advisory Committee Special Resolution, or (ii) by means of the prior approval of the Advisory Committee in waiving the Suspension Period by Advisory Committee Ordinary Resolution; or (b) in the case of a Change of Control Event (i) by means of the Advisory Committee waiving the Suspension Period by Advisory Committee Ordinary Resolution or (ii) automatically, if the Advisory Committee determines by Advisory Committee Ordinary Resolution that the Change of Control Event results in a transfer of the economic interests and control rights in the General Partner to the Key Persons or any legal entity that is controlled by Key Persons.

If the Suspension Period is not terminated within ninety (90) calendar days of the relevant Key Person Event or Change of Control Event, then the Investment Period shall automatically terminate with immediate effect and the Partnership will enter into liquidation. The General Partner and the Initiator (i.e. Skandinaviska Enskilda Banken AB (publ) will not market or raise a new fund with a substantially similar investment strategy to that of the Partnership with the involvement of the same Investment Advisory Team and Key Persons until seventy percent (70%) of the aggregate Partnership commitments have been invested or committed for investment pursuant to legally binding agreements. Removal of General Partner The general meeting of Shareholders of the Partnership acting by majority representing not less than two thirds (2/3) of the votes validly cast by the Shareholders present or represented at such meeting with a fifty percent (50%) quorum requirement at the first call and, if not achieved, with no quorum requirement for the second call (a “Shareholders Qualified Vote”), may remove the General Partner (a “For Cause Removal”), upon the occurrence of any of the following events:

(i) any representation made by the General Partner in the subscription documentation or in any writing furnished shall be intentionally false in any material respect on the date as of which it is made; (ii) the General Partner shall have engaged in gross negligence, fraud or wilful misconduct or acted with reckless disregard in managing the affairs of the Partnership; (iii) the General Partner shall have committed a material breach of its obligations in respect of the Partnership, where such material breach is capable of remedy, such material breach has not been remedied within thirty (30) Business Days (or, if approved by the Advisory Committee by Advisory Committee Ordinary Resolution, a longer period not to exceed ninety (90) Business Days of receipt of written notice of such material breach; (iv) the General Partner shall have committed a crime involving fraud and/or financial dishonesty;

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(v) the General Partner has become the subject of a judicial order or proceeding, whether voluntary or involuntary, under any bankruptcy or insolvency law, or has become the subject of proceedings providing for its dissolution or winding-up or has a receiver or an administrative receiver appointed of its assets or a substantial part thereof, or is otherwise barred, on a permanent basis, from engaging in fund management business; or (vi) a Change of Control Event.

The general meeting of Shareholders of the Partnership acting by a majority representing not less than two third (2/3) of the votes validly cast by the Shareholders present or represented at such meeting with a fifty percent (50%) quorum requirement at the first meeting called to consider a resolution or, if such quorum requirements are not met at such first meeting, then with a fifty percent (50%) quorum requirement for any succeeding meeting called to consider such resolution may at any time remove the General Partner (a “Without Cause Removal”). The decisions of the general meeting of Shareholders of the Partnership concerning the General Partner removal and replacement shall be validly passed without the favourable vote of the General Partner. Concerning the Participating Shares that are outstanding as of the date of such replacement of the General Partner, the following consequences shall arise out of such replacement decision by the general meeting of Shareholders of the Partnership:

(i) in the event of a For Cause Removal, the holders of Participating Shares shall automatically forfeit all rights to the Special Return, and the Partnership shall promptly redeem all Participating Shares of the Partnership at a price equal to the subscription price paid upon subscription of such Participating Shares; (ii) in the event of a Without Cause Removal, the Partnership shall have the option to redeem all Participating Shares in exchange for non-interest bearing promissory notes issued by the Partnership entitling the holders thereof to receive their share of the distributable proceeds that would have been realised if the Partnership was liquidated on the date of effectiveness of such removal (the “Removal Promissory Notes”), as valued based on the Valuation Principles by an independent appraiser. The Removal Promissory Notes shall be issued in exchange of the Participating Shares on or about the redemption date thereof and shall stipulate that payments will be made on a pro rata basis with the new Participating Shares at the time when any distributions are made in compliance with the distribution waterfall specified for the Partnership. The Partnership will then be authorized to issue new Participating Shares to the replacement general partner, any affiliate thereof or their designees, which will only entitle the holders thereof to the payment of the relevant portion of the Special Return after deduction of the proceeds payable to the holders of the Removal Promissory Notes.

Immediately upon any decision to remove the General Partner, with or without cause, contractual arrangements entered into by the General Partner on behalf of the Partnership shall automatically terminate.

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IV. Investment Objectives, Strategy and Restrictions

A. Investment Philosophy and Strategy The Partnership will mainly invest in the small to lower mid-market segment in the Nordics, where there is a scope for strategic and operational value creation. The targeted companies will, at the time of acquisition, either be headquartered and/or have most of their revenues in the Nordics, mainly in Sweden (each, a “Portfolio Investment”). Within the main strategy, the Partnership shall generally acquire interests in Portfolio Investments where it can ensure substantial influence over the governance of the company, but shall also consider significant minority ownership positions. Typically, the size of each investment, including add-ons and capital injections, shall have an equity target between fifty million Swedish Krona (SEK 50,000,000) and three hundred million Swedish Krona (SEK 300,000,000) and an enterprise value in the range between one hundred million Swedish Krona (SEK 100,000,000) and one billion Swedish Krona (SEK 1,000,000,000), and it is contemplated that the Partnership will hold fifteen (15) positions. The Partnership will take environmental, social and governance (“ESG”) aspects into consideration throughout the investment cycle. Up to thirty percent (30%) of the Partnership´s committed capital may opportunistically be invested into private equity investments outside the main strategy. Such investment opportunities include, but are not restricted to, investments outside the Nordics. The Partnership may also invest in Portfolio Investments alongside other private equity investors, including private equity investment funds. In this context, the Partnership may invest through entities jointly-owned by the Partnership and one or more co-investor(s), in accordance with co-investment agreements where such investment is the most appropriate way to enable the Partnership to optimize its investment. The General Partner enters into co-investment agreements only when deemed to be in the best interest of the Partnership, and the General Partner shall make all decisions relating to the purchase or sale of any such co-investment solely in the best interests of the Partnership. Participating investors generally agree upon one method enabling the Partnership to realize its investments. B. Investment Limits and Restrictions The assets of the Partnership shall be invested in accordance with the following investment limits and restrictions. As a rule, and unless otherwise authorized beforehand by the Advisory Committee by Advisory Committee Ordinary Resolution, the Partnership shall not invest more than twenty percent (20%) of the Aggregate Commitments (or commit to subscribe to securities) in the same Portfolio Investment. In any event, the Partnership shall never invest more than twenty five percent (25%) of its Aggregate Commitments (or commit to subscribe to securities) in the same Portfolio Investment. For the purpose of these restrictions (and for this purpose only), the value of the Portfolio Investment to be taken into consideration shall be the lesser of (i) the value of the investment in the target Portfolio Investment at the time such investment is made or (ii) the current asset value of the investment in the target Portfolio Investment. Within the Investment Period, the General Partner acting on behalf of the Partnership may depart from the above investment restrictions. Furthermore, such investment restrictions may be departed from during the period when assets are repaid or converted to cash (typically the final

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twelve months) before reaching the term of the Partnership (the “Ramp-down Period”), in order to permit the actual dissolution of the Partnership at its term. The Partnership will not enter into securities financing transactions within the meaning of Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015. Should the Partnership wish to enter into the securities financing transactions in the future, the Placement Memorandum will be updated accordingly. C. Leverage and borrowing policy The Partnership shall not use leverage and borrowings for investment purposes. However, the Partnership may borrow money for a limited duration to (i) bridge finance Portfolio Investments and (ii) pay expense disbursements when liquid funds are not readily available. Such temporary borrowing shall not exceed the lesser of (i) twenty percent (20%) of the Aggregate Commitments or (ii) one hundred percent (100%) of Remaining Capital Commitment. The Partnership shall not give any guarantees or pledge any of its assets to secure the potential indebtedness of the Partnership that is referred to above that would cover an amount in excess of twenty percent (20%) of the amounts actually borrowed without the prior approval of the Advisory Committee by Advisory Committee Ordinary Resolution. The General Partner shall in no event grant security interests over Remaining CapitalCommitment of the Partnership to secure any borrowings made on behalf of the Partnership or to finance Portfolio Investments. D. Co-Investments Key Persons, the General Partner or the Initiator shall be prohibited to co-invest in select Portfolio Investments of the Partnership. Where appropriate and feasible, the General Partner may, in its sole discretion, offer some or all of the investors who have indicated an interest, and/or any third parties opportunities to co-invest in Portfolio Investments in which the Partnership is investing. However, the General Partner is under no obligation to provide any such opportunities to investors, and any such co-investment opportunities may be offered to some and not other investors. The General Partner may allocate available co-investment opportunities among the investors and any third parties as the General Partner, in its sole discretion, determines, including to directors, managers or executives of portfolio companies, operating partners and other parties / persons. The General Partner will adopt such provisions as necessary to ensure that the preferential treatment accorded to a Shareholder will not result in an overall material disadvantage to other Shareholders in accordance with applicable laws. E. Financial Instruments and Liquid Assets The Partnership reference currency shall be the Swedish Krona (SEK). The Partnership intends to hold its liquid assets in Swedish Krona (SEK), unless otherwise decided by the General Partner, subject to the condition of the markets. Under normal circumstances, the Partnership will aim to be fully invested. Pending (re)investment, the Partnership may invest its assets in government and corporate debt securities. Such investments may include, but are not limited to: commercial paper, certificates of deposit, variable or floating rate notes, banker’s acceptances, time deposits and government securities. While not anticipated, the Partnership may use financial derivative instruments to hedge all or part of its assets against currency risk, by using options, futures and swap contracts and by entering into currency forward and foreign exchange transactions. The ability to use these

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strategies may be limited by market conditions and there can be no assurance that the objective sought to be attained from the use of these strategies will be achieved.

V. Risk Considerations

An investment in the Partnership involves certain risks relating to the Partnership’s structure and investment objectives which investors should evaluate before making a decision to invest. The investments are subject to fluctuations and to the risks inherent in all investments; no assurance can be given that the investment objectives will be achieved. Investors should make their own independent evaluation of the financial, market, legal, regulatory, credit, tax and accounting risks and consequences involved in investment in the Partnership and its suitability for their own purposes. In evaluating the merits and suitability of an investment in the Partnership, careful consideration should be given to all of the risks attached to investing in the Partnership. The following is a brief description of certain factors which should be considered along with other matters discussed elsewhere in this Placement Memorandum. The following however, does not purport to be a comprehensive summary of all the risks associated with investments in the Partnership. An investment in the Partnership carries substantial risk and is suitable only for Investors who accept the risks, can assume the risk of losing their entire investment and who understand that there is no recourse other than to the assets of the Partnership. Early termination: In the event of the early termination of the Partnership, the General Partner would have to distribute to the Shareholders their pro-rata interest in the assets of the Partnership. The Partnership's investments would have to be sold or distributed in specie to the Shareholders. It is possible that at the time of such sale certain investments may be worth less than the initial cost of the investment, resulting in a loss to the Partnership and to its Shareholders. Moreover, in the event the Partnership terminates prior to the complete amortization of organisational expenses, any unamortised portion of such expenses will be accelerated and will be debited from (and thereby reduce) amounts otherwise available for distribution to Shareholders. The General Partner may also propose to the extraordinary general meeting of Shareholders to liquidate the Partnership thus triggering the early termination of the Partnership. Market risk: This risk is of a general nature, affecting all types of investment. The trend in the prices of securities is determined mainly by the trend in the financial markets and by the economic development of the issuers, who are themselves affected both by the overall situation of the global economy and by the economic and political conditions prevailing in each country. Interest rate: Investors must be aware that an investment in the Shares may be exposed to interest rate risks. These risks occur when there are fluctuations in the interest rates of the main currencies to which the investments of the Partnership are exposed. Credit risks: There is a risk that debt financing will not be available to finance or refinance a Portfolio Investment or that the debt financing will be available at onerous conditions. It could result in loss of opportunities or declining Partnership’s performance.

Risk of default: In parallel to the general trends prevailing on the financial markets, the particular changes in the circumstances of each issuer may have an effect on the price of an investment. Even a careful selection of securities cannot exclude the risk of losses generated by the depreciation of the issuers’ assets or a default of the issuer.

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Counterparty risk: When contracts are entered into, the Partnership may find itself exposed to risks arising from the creditworthiness of its counterparties and from their capacity to respect the conditions of these contracts. Changes in applicable law: The General Partner must comply with various regulatory and legal requirements, including securities laws and tax laws as imposed by the jurisdictions under which they operate. Should any of those laws change over the life of the Partnership the regulatory and legal requirements to which the Partnership and its Shareholders may be subject could differ materially from current requirements. Foreign exchange/Currency risk: The Partnership may invest in assets denominated in SEK, EUR and in other currencies. The Net Asset Value expressed in its respective unit currency will fluctuate in accordance with the changes in foreign exchange rate between the Reference Currency of the Partnership or Classes of Shares and the currencies in which the investments are denominated. If and to the extent the Partnership utilises derivatives to hedge against currency fluctuations, there can be no assurance that such hedging transactions will be effective or beneficial. Performance remuneration: The variable component of the compensation linked to the performance results could encourage the AIFM to select more risky and volatile placements than if such fees were not applicable. New entity: The Partnership has no operating history and an indeterminate amount of time may be required to achieve operating efficiency and profitable operations. No assurance can be given that the Partnership will achieve its investment objectives and thus investment in the Partnership entails a certain degree of risk. Tax considerations: Tax charges and withholding taxes in various jurisdictions in which the Partnership will invest will affect the level of distributions made to it and accordingly to Shareholders. No assurance can be given as to the level of taxation suffered by the Partnership or its investments. Portfolio valuation risks: Prospective investors should acknowledge that the portfolio of the Partnership will be composed of assets of different natures in terms of inter alia sectors, geographies, financial statements formats, reference currencies, accounting principles, types and liquidity of securities, coherence and comprehensiveness of data. As a result, the valuation of the relevant portfolio and the production of the NAV calculation will be a complex process which might in certain circumstances require making certain assumptions in order to make the necessary calculations. The lack of an active public market for securities and debt instruments will make it more difficult and subjective to value investments for the purposes of determining the NAV. Lack of diversity: The Partnership is not subject to specific legal or regulatory risk diversification requirements, other than those specified herein. Therefore, the Partnership is in principle authorised to make a limited number of investments and, as a consequence, the aggregate returns realised by the Shareholders may be substantially adversely affected by the unfavourable performance of even one investment. In addition, the Partnership’s assets may be concentrated in certain industries and segments of activity. A lack of diversification in the Partnership’s portfolio may result in the Partnership’s performance being vulnerable to business or economic conditions and other factors affecting particular companies or particular industries, which may adversely affect the return to Shareholders. Lack of liquidity of underlying investments: The investments to be made may be highly illiquid. The eventual liquidity of all investments will depend on the success of the realisation strategy proposed for each investment. Such strategy could be adversely affected by a variety of factors. There is a risk that the Partnership may be unable to realise its investment objectives by sale or other disposition at attractive prices or at the appropriate times or in response to changing

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market conditions, or will otherwise be unable to complete a favourable exit strategy. Losses may be realised before gains on dispositions. The return of capital and the realisation of gains, if any, will generally occur only upon the partial or complete disposition of an investment. Prospective investors should therefore be aware that they may be required to bear the financial risk of their investment for an undetermined period of time. Reliance on management: The Partnership depends significantly on the efforts and abilities of the General Partner and the Investment Advisor. The loss of these persons’ services could have a materially adverse effect on the Partnership, and on the performance of the Partnership. Removal of General Partner: Investors should pay attention to the corporate governance features of the Partnership and the limitations applicable for the termination / replacement of the General Partner foreseen in the Articles and this Placement Memorandum. Strategy risks: The strategy risk lies within the investment/divestment choices (assets class, localization, etc.) of the Partnership during its lifetime. This means that a relevant strategy when the Partnership is launched may be irrelevant later, thus decreasing the Partnership’s value. The choice of yield/risks, which may not comply with the Partnership’s or shareholders strategy, also constitutes a strategy risk. Performance risks: Forecasts and business plans may be inaccurate, thus incurring risks for the Investors on the performance. Other sources of such risks may be:

the quality and philosophy of management;

the ability of the owner to provide maintenance and to control costs;

the performance of assets.

Sovereign risk: The concessions of certain Portfolio Investments are granted by government bodies and are subject to special risks, including the risk that the relevant government bodies will exercise sovereign rights and take actions contrary to the rights of the Partnership or the relevant portfolio company under the relevant concession agreement. There can be no assurance that the relevant government bodies will not legislate, impose regulations or change applicable laws or act contrary to the law in a way that would materially and adversely affect the business of the Partnership's Portfolio Investments. Inflation risk: Depending on the inflation assumptions relating to anticipated cash flows from an investment, as well as the manner in which asset revenue is determined with respect to such Portfolio Investment, returns from an investment may vary from those projected by the General Partner as a result of changes in the rate of inflation. Hedging risk: The Partnership may use exchange-traded and over-the-counter futures, options and swaps for hedging purposes of its interest rate and currency exchange exposure. These instruments may end up causing the Partnership to make a lower performance than in the absence of such instruments, in case the covered investment has eventually increased in value due to the covered risk. It may occur that the Partnership is obliged to unwind its derivatives position at a loss, whereas the underlying covered assets have not yet been disposed of, thus not generating yet the symmetrical gain. Further, when used for hedging purposes there may be an imperfect correlation between these instruments and the Portfolio Investment or market sectors being hedged. Transactions in over-the-counter derivatives may involve additional risk, as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. The Partnership of Portfolio Investments may be exposed to the risk of a counterparty defaulting under a derivative contract and therefore exposed to risk of losses in the event of the bankruptcy of a derivative counterparty. Lack of control risk: The Partnership’s investments may include minority positions in Portfolio Investments, without power to exert significant control over such portfolio entities’ partnership committees or boards of directors and management. Although the General Partner will monitor

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the performance of each investment, it will rely significantly on the management and boards of directors of such entities, which may include representatives of other investors with whom the Partnership is not affiliated and whose interests or views may conflict with the interest of the Partnership. Indebtedness: The Partnership will invest in Portfolio Investments the capital structure of which has significant leverage. While investments in leveraged companies offer the opportunity for capital appreciation, such investments may also involve a high degree of risk. Although the AIFM will seek to use leverage in a manner it believes is appropriate under the circumstances, the leveraged capital structure of such investments will increase the exposure of such investments to adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the condition of investments and which may impair such investments' ability to finance its future operations and capital needs and result in restrictive financial and operations covenants, including those that may prevent distributions to the Partnership. These restrictive financial covenants may limit such investments' flexibility to respond to changing business and economic conditions. If an investment is unable to generate sufficient cash flow to meet principal and/or interest payments on its indebtedness or make regular dividend payments, the value of such investment could be significantly reduced or even eliminated. Moreover, the Partnership may invest in securities that are not protected by financial covenants or limitations on additional indebtedness. The Partnership may also incur indebtedness (including, without limitation, for the purpose of paying expenses of the Partnership or providing interim financing to the extent necessary to consummate the purchase of Portfolio Investments). Disposal of private investment risk: Many of the Partnership’s Portfolio Investments will involve private securities. In connection with the disposal of an investment in private securities, the Partnership may be required to make representations and give warranties about the business and financial affairs of the investment typical of those made in connection with the sale of a business. The Partnership also may be required to indemnify the purchasers of such investment to the extent that any such representations or warranties are found to be inaccurate. These arrangements may result in the incurrence of contingent liabilities by the Partnership that may ultimately yield funding obligations that must be satisfied by the limited partners of the Partnership to the extent of distributions made to such limited partners or any unfunded Commitments. Uninsured losses: The Partnership will seek to require portfolio companies to maintain insurance coverage against liability to third parties and property damage as is customary for similarly situated businesses. However, there can be no assurance that insurance will be available or sufficient to cover any such risks. Insurance against certain risks, such as earthquakes, floods or terrorism, may be unavailable, available in amounts that are less than the full market value or replacement costs of underlying properties or subject to a large deductible. In addition, there can be no assurances that the particular risks that are currently insurable will continue to be insurable on an economically affordable basis. Board participation risk: The Partnership may be represented on the boards of directors of certain portfolio companies or may have its representatives serve as observers to such boards of directors. Although such positions in certain circumstances may be important to the Partnership's investment strategy and may enhance the its ability to manage such portfolio companies, they may also have the effect of impairing the its ability to sell the related securities when, and upon the terms, it may otherwise desire, and may subject the General Partner and the Partnership to claims they would not otherwise be subject to as an investor, including claims of breach of duty, securities claims and other director related claims. In general, the Partnership will indemnify the General Partner from such claims. Technology risk: the risk arises when the technology used by a portfolio company becomes obsolete following a technology change that might occur in the medium term. In such a case, the assets would have limited alternative uses should they become obsolete and the value might substantially decrease.

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Operating and technical risks: the long-term profitability of all or part of the Portfolio

Investments is partly dependent upon the efficient operation and maintenance of the assets and

companies. Inefficient operation and maintenance may reduce the profitability of the

Partnership’s investment, adversely affecting Partnership’s financial returns. All or part of the

investments in Portfolio Investments may be subject to operating and technical risks, including

the risk of mechanical breakdown, spare parts shortages, failure to perform according to design

specifications, labour strikes, labour disputes, work stoppages and other work interruptions, and

other unanticipated events which adversely affect operations. While the Partnership will, where

possible, seek investments in which creditworthy and appropriately bonded and insured third

parties bear much of these risks, there can be no assurance that any or all such risks can be

mitigated or that such parties, if present, will perform their obligations. An operating failure may

lead to loss of a license, concession or contract on which a Portfolio Investment is dependent. In

addition, despite proper operation and maintenance, a Portfolio Investment may be vulnerable

to a force majeure event, and the damage caused by such an event may adversely affect a

party’s ability to perform its obligations until it is able to remedy the damage. For example,

certain of the Portfolio Investments may be located in earthquake zones or be subject to risks

associated with adverse weather conditions, natural disasters (such as fire, hurricanes,

tornadoes, tsunamis, typhoons, windstorms, volcanic eruptions or floods), man-made disasters,

changes in law, eminent domain, war, riots, terrorist attacks, labour disputes and other

unforeseen circumstances and incidents. Insurance coverage of such risks may be limited,

subject to large deductibles or completely unavailable, and the General Partner will determine in

its discretion whether to seek insurance coverage of, or seek alternative ways to manage or

mitigate, such risks.

Environmental risks: all or part of the Portfolio Investments may be subject to numerous

statutes, rules and regulations relating to environmental protection. Certain statutes, rules and

regulations might require that investments address prior environmental contamination, including

soil and groundwater contamination, which results from the spillage of fuel, hazardous materials

or other pollutants. Under various environmental statutes, rules and regulations, a current or

previous owner or operator of real property may be liable for non- compliance with applicable

environmental and health and safety requirements and for the costs of investigation, monitoring,

removal or remediation of hazardous materials. These laws often impose liability, whether or not

the owner or operator knew of or was responsible for the presence of hazardous materials. The

presence of these hazardous materials on a property could also result in personal injury or

property damage or similar claims by private parties. Persons who arrange for the disposal or

treatment of hazardous materials may also be liable for the costs of removal or remediation of

these materials at the disposal or treatment facility, whether or not that facility is or ever was

owned or operated by that person. These liabilities may exceed the value of the Portfolio

Investment at issue and may result in claims against the owner that would result in the loss of

other assets of the owner. While the General Partner will exercise reasonable care to acquire

Portfolio Investments that do not present a material risk of such liabilities, environmental

liabilities may arise as a result of a large number of factors, including changes in laws or

regulations and the existence of conditions that were unknown at the time of acquisition or

operation.

Commodity risk: some of the investments of the Partnership will be subject to commodity price

risk, including, without limitation, the price of electricity and the price of fuel. The operation and

cash flows of certain of the Partnership’s energy industry Portfolio Investments will depend, in

substantial part, upon prevailing market prices for electricity and fuel, and particularly natural

gas. These market prices may fluctuate materially depending upon a wide variety of factors,

including, without limitation, weather conditions, foreign and domestic market supply and

demand, force majeure events, changes in law, governmental regulations, price and availability

of alternative fuels and energy sources, international political conditions including those in the

Middle East, actions of the Organization of Petroleum Exporting Countries (and other oil and

natural gas producing nations) and overall economic conditions.

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VI. Participating Parties

A. Investment Advisor A.1. Profile and Functions of the Investment Advisor The General Partner has appointed SEB Investment Management AB to act as an exclusive investment advisor to perform, under its supervision and responsibility, investment advisory services with respect to the investment activities of the Partnership. The Investment Advisor shall provide investment advisory and support services to the General Partner in connection with the Partnership in a manner consistent with the investment policy of the Partnership. The Investment Advisor shall advise the General Partner in its day-to-day activities with respect to the affairs of the Partnership. An experienced team of professionals has been established within the Investment Advisor (the “Investment Advisory Team”) as provided under the section II B.2. “SEB Private Equity Competitive Advantage”. The Investment Advisor shall be responsible for (i) evaluating and recommending to the General Partner the investment proposals, (ii) reviewing commitments related to the Partnership’s assets and (iii) advising on the selection and eventual sale of the Partnership’s investments. In the context of its advisory role the Investment Advisor may be required to sign some documents or to prepare some letters on behalf of the Partnership. In any case such documents or letters may be signed only to the extent they are not binding nor creating any kind of liabilities for the Partnership. The Investment Advisory Team shall assist the General Partner from an investment and divestment perspective, it being understood that investment and divestment decisions shall always lie with the General Partner. General Partner shall have no influence over which investment cases the Investment Advisory Team decides to take to the General Partner for decision. A.2. Remuneration of the Investment Advisor In consideration of the services rendered by the Investment Advisor for the benefit of the Partnership, the Investment Advisor is entitled to receive a remuneration of such amount as agreed from time to time between the General Partner and the Investment Advisor. B. Advisory Committee An advisory committee shall be created within the General Partner (the “Advisory Committee “) in order to assist the Board with the general corporate governance issues that may arise in the context of the management of the Partnership, and, without limitation regarding any potential or actual conflict of interest. The Advisory Committee of the Partnership shall typically be composed of representative(s) of the largest investors selected by the General Partner who have committed to subscribe to or have subscribed to substantial portions of the capital of the Partnership, who wish to be represented on the Advisory Committee at the exclusion of limited partners that are entities consolidated with the General Partner, the Investment Advisor or Initiator, or controlled by any principal thereof. Each member of the Advisory Committee may act in the interest of the shareholder(s) that it represents. The Advisory Committee shall: (i) review, assess and approve or disapprove conflicts of interest as described below (without the participation in the vote thereon of any party interested in the matter subject to Advisory Committee approval); and (ii) perform such other functions as are specified herein or agreed with the limited partners.

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The Advisory Committee shall convene at least once in each calendar year, and shall, as a rule, take decisions by resolutions passed by an affirmative vote of a majority of all its members (an “Advisory Committee Ordinary Resolution”), unless the legal documentation of the Partnership requests an Advisory Committee Special Resolution (means a resolution of the Advisory Committee passed by an affirmative vote of not less than seventy-five percent (75%) of the total value of Investors Shares issued to the limited partners represented at the Advisory Committee). Meetings of the Advisory Committee may be called by any of its members or the General Partner. No member of the Advisory Committee shall be liable to the Partnership, the General Partner or any limited partner in connection with his or her participation on the Advisory Committee or any action taken or omitted to be taken in good faith by the Advisory Committee unless such member engaged in fraud or wilful misconduct. Any member may arrange to be represented at meetings by appointing in writing another member to act as a proxy. Any member may participate in a meeting by conference call or similar means of communications equipment whereby all persons participating in the meeting can hear each other, and participating in a meeting by such means shall constitute presence in person at such meeting. An Advisory Committee may as a rule only validly deliberate provided that at least the majority of the total value of the Shares issued to the Investors represented by members of such Advisory Committee is represented at the meeting. If this fifty percent (50%) quorum is not satisfied, another meeting shall be convened. Notwithstanding the foregoing, a resolution of the members of an Advisory Committee may also be passed in writing, which may consist of one or several documents containing the resolutions and signed by each and every member. The Partnership shall pay the reasonable travel expenses of Advisory Committee members to attend Advisory Committee meetings, subject to the limitations and restrictions agreed with the General Partner. Investors shall be informed by all appropriate means as to the creation of the Advisory Committee and its initial composition. C. Depositary The Partnership has appointed Skandinaviska Enskilda Banken S.A., a société anonyme, under Luxemburg law as depositary ("the Depositary"). The Depositary has been appointed for the safe-keeping of the assets of the Partnership which comprises the custody of financial instruments, the record keeping and verification of ownership of other assets of the Partnership. In its function as Depositary, Skandinaviska Enskilda Banken S.A. fulfils the obligations and duties stipulated in the Law of 13 February 2007 related to specialized investment funds and the regulatory provisions in force. D. Administrative Agent – Registrar and Transfer Agent Under a Central Administration Agreement, as amended and supplemented from time to time, the General Partner has delegated the accounting, calculation of net asset value and preparation of financial statements to The Bank of New York Mellon SA/NV, Luxembourg Branch, 2-4, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, registered with the

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Luxembourg Trade and Companies Register under number B 105 087 (the “Administration Agent”). The Administration Agent is responsible for the administration of the Partnership, the maintenance of records and other general administrative functions, as well as the processing of the calculation of the Net Asset Value. The attention of Investors is drawn to the fact that, for the avoidance of doubt, the General Partner shall provide, with the assistance of specialised and reputable service providers, or cause third party specialised and reputable service providers to provide, the Administration Agent with the pricing/valuation of the Portfolio Investments with respect to which no market price or fair value is made available to the general public or to the whole community of professionals of the financial sector, together with appropriate supporting data or evidence regarding the accuracy of such pricing/valuation, in accordance with the rules laid down in the Articles and this Placement Memorandum. The General Partner shall remain ultimately responsible for the pricing/valuation of such Portfolio Investments. The Administration Agent is also responsible for providing the financial reports of the Partnership. The Administration Agent shall furthermore assist the General Partner to determine whether the respective investors willing to subscribe for Shares meet the eligibility requirements foreseen in article 2 of the 2007 Law, i.e. that they qualify either as Institutional Investors, Professional Investors or Well-informed Investors. The General Partner has further appointed The Bank of New York Mellon SA/NV, Luxembourg Branch. as registrar and transfer agent (the “Registrar and Transfer Agent”) responsible for the processing of the issue (registration) and redemption of the Shares and settlement arrangements thereof. The fees and charges of the Administration Agent and Registrar and Transfer Agent are paid by the General Partner out of its own assets.

VII. Shares of the Partnership and Capital Funding

A. General Considerations Shares may only be issued to and held by Eligible Investors. The restriction is not applicable to the General Partner, its managers or other persons who are involved in the management of the Partnership. Shares may be issued in one or more Classes by the General Partner; each Class having different features, currencies or rights or being offered to different types of investors. Shares of any Class in the Partnership will be issued in registered form only. The inscription of the Shareholder's name in the register of Shares evidences his or her right of ownership of such registered Shares. A holder of registered Shares shall receive upon request a written confirmation of his or her shareholding. Each Share will have one vote at the general meeting of Shareholders of the Partnership or at a Class meeting. Any resolution of a general meeting of Shareholders creating rights or obligations of the Partnership vis-à-vis third parties must be approved by the General Partner. Any resolution of a general meeting of Shareholders to the effect of amending the Articles must be passed with (i) a presence quorum of fifty percent (50%) of the Shares issued by the Partnership at the first call and, if not achieved, with no quorum requirement for the second call; and (ii) the approval of a majority of at least two-thirds (2/3) of the votes validly cast by the Shareholders present or represented at the meeting and (iii) the consent of the General Partner. Fractional Shares may be issued up to three decimals of a Share. Such fractional Shares of each

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Class have no nominal value and, within each Class, shall be entitled to an equal participation in the net results and in the proceeds of liquidation of the Partnership on a pro rata basis. Fractional Shares shall carry no voting rights except to the extent their number, held by a Shareholder, is such that they represent a whole Share, in which case they confer a voting right. A.1. General Partner Share One (1) General Partner Share, with a par value of one thousand Swedish Krona (SEK 1,000) has been issued to the General Partner upon incorporation of the Partnership. A.2. Participating Shares Upon incorporation of the Partnership, four hundred and nine (409) Participating Shares SEK of no nominal value with an initial par value of one thousand Swedish Krona (SEK 1,000) each, representing four hundred and nine thousand Swedish Krona (SEK 409,000) of the seed capital of the Partnership were issued. Participating Shares entitle the holders thereof to receive the Special Return after payment of the Preferred Return, as specified below, under section VIII “Distribution Policy”. A.3. Investors Shares and Capital Funding The following classes of Investors Shares will be issued by the Partnership to Eligible Investors as Capital Contributions are made and are entitled to the Preferred Return.

- Investors Shares A SEK, denominated in Swedish Krona (SEK) and reserved to Major Investors. The Major Investors are those Eligible Investors who subscribed or committed to subscribe three hundred million Swedish Krona (SEK 300,000,000) or more; - Investors Shares A EUR, denominated in Euro (EUR) and reserved to Major Investors. The Major Investors are those Eligible Investors who subscribed or committed to subscribe thirty six million Euro (EUR 36,000,000) or more; - Investors Shares B SEK, denominated in Swedish Krona (SEK) and opened to any Eligible Investors subscribing or committing to subscribe for at least ten million Swedish Krona (SEK 10,000,000), subject however to the General Partner’s right to reject any subscription for any reason or to accept subscriptions in lesser amounts, all in the accordance with the provisions of the 2007 Law; - Investors Shares B EUR, denominated in Euro (EUR) and opened to any Eligible Investors subscribing or committing to subscribe for at least one million two hundred and fifty thousand Euros (EUR 1,250,000), subject however to the General Partner’s right to reject any subscription for any reason or to accept subscriptions in lesser amounts, all in the accordance with the provisions of the 2007 Law.

It is hereby clarified that for the purposes of determining the applicable Management Fee threshold for each Class of Investors Shares, the assessment shall be carried out taking into account the Aggregate Commitments of Investors’ Affiliates. The General Partner is authorized, without limitation, to issue an unlimited number of Investors Shares at any time without reserving to the existing Shareholders a preferential right to subscribe for the Investors Shares to be issued. The General Partner will hedge the currency risks attached to the Share Classes denominated in Euro (EUR), in order to seek to limit exposure to currency movements between the Partnership’s Reference Currency and the Share Classes denominated in Euro (EUR). The

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hedging strategy decided by the General Partner shall be limited to the covering of the portion of the funded capital relating to Investors Shares denominated in Euro (EUR). Such hedging strategy decided by the General Partner shall be implemented by entering into hedging transactions for and at the time of each draw down relating to such Investors Shares denominated in Euro (EUR). Such hedging strategies used by the General Partner (or any agent appointed by him) may not completely eliminate exposure to such currency movements. There can be no guarantee that hedging strategies will be successful. The costs of hedging and all gains/losses from hedging transactions are borne separately by the Shareholders of the respective Currency Hedged Share Classes. The General Partner may impose restrictions on the frequency at which Shares shall be issued in any Class; the General Partner may, in particular, decide that Shares of any Class shall only be offered for subscription (i) in the context of one or several Closings or (ii) continuously at a specified periodicity, as indicated below.

B. Capital Funding B.1. Initial Closing Investors were permitted to commit to subscribe for Investors Shares from June 2013 until 25 November 2013 (the “Initial Offering Period”). The Initial Closing shall be the last Business Day of the Initial Offering Period. Initial subscription price for Investors Shares (the “Initial Subscription Price”) is as follows:

- Investors Shares A SEK: ten thousand Swedish Krona (SEK 10,000) each; - Investors Shares A EUR: one thousand Euro (EUR 1,000) each; - Investors Shares B SEK: ten thousand Swedish Krona (SEK 10,000) each; - Investors Shares B EUR: one thousand Euros (EUR 1,000) each.

B.2. Subsequent Closings until Last Closing After the Initial Closing, commitments to subscribe were accepted from Initial Investors and other investors at such Closings (“Subsequent Closings” and “Subsequent Closings Investors”) as determined by the General Partner during a period commencing the day after the date of the Initial Closing, and terminating on the last Business Day of the eighteen (18th) month following the Initial Closing date (the “Last Closing”). With respect to any Subsequent Closing by a Subsequent Closing Investor the general rules are as follows:

(a) the Subsequent Closing Investor participates in investments made and fees and expenses (including the Management Fee) incurred by the Partnership prior to becoming a Subsequent Closing Investor and will contribute an amount (at least) equal to the Capital Contributions that would have been drawn down had it been an Initial Investor in the Partnership with respect to the Initial Closing, at the Initial Subscription Price (the “Actualisation Amount”); (b) plus the Subsequent Closing Investor shall pay, if the relevant Subsequent Closing Investor has not subscribed and paid for its Investors Shares in accordance with sub-clause (a) above prior to the end of the month following the Initial Closing date, an additional amount equal to two percent (2%) over “3-Month Treasury Bill Rate”, as published at 11:00 a.m. (CET) on the Initial Closing by Reuters, calculated from the date on which the Initial Closing Investors have contributed and paid in their first subscriptions relating to the Initial Closing up

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to the date of the Capital Contributions actually made with respect to the Subsequent Closing in question, and such amount shall be payable to the Partnership (the “Actualisation Interest”).

The General Partner shall have the discretion to (i) retain the equalisation capital drawn as per item (a) above or (ii) refund to the previously admitted Investors any amounts paid by a Subsequent Closing Investor that would not be needed to fund Portfolio Investments or meet operating expenses of the Partnership, in which case, such refunded amounts shall increase the unfunded portion of the commitment of each Investors receiving such a refund pro-rata, and as a result be available for further draw-down within the Commitment Period. Such a refund, if any, shall be carried out by way of redemption of the relevant number of shares at a price equal to the relevant subscription price. The General Partner shall nevertheless endeavour to make the necessary arrangements to manage the liquidity and deal pipeline of Partnership so as to be able to retain and use all the Capital Contributions of Subsequent Closing Investors as foreseen under item (a) above. However, if the General Partner determines that the Net Asset Value of the Partnership has increased or decreased materially since the Initial Closing, then the General Partner may change the subscription price for Investors Shares offered at any Subsequent Closing to a price based on the Net Asset Value of such Investors Shares as of the relevant Subsequent Closing; in which case all such Investors Shares issued on the same closing shall constitute a separate series. In this case, no Actualisation Interest will be due. B.3. Capital Calls / Drawdowns After the Initial Closing or any Subsequent Closings, once new investments need to be funded or fees and expenses have to be paid, additional draw-downs of the commitments of investors will be made in successive instalments as determined by the General Partner. The General Partner or its delegate will give each Investor fifteen (15) Business Days’ prior notice of each drawdown. Investors Shares issued in relation to each drawdown made after the Initial Closing shall be issued fully paid-up at a subscription price equal, at the discretion of the General Partner, either the Initial Subscription Price plus, if applicable, the Actualisation Interest, or to the Net Asset Value of such Share on such drawdown dates. If Shares are issued at a price based on the Net Asset Value per Share, no Actualisation Interest will be due. For avoidance of any doubt, after the Subsequent Closing Investor has paid the Actualisation Interest on the Actualisation Amount, at each Subsequent Closing he might not be requested to pay Actualisation Interest and shall be treated equally with Initial Investors. The subscription price of Investors Shares issued after the Initial Closing must be paid within the time limit specified in the relevant drawdown notice. B.4. Investment Period/Commitment Period The Partnership shall only make new investments during the Investment Period. The Investment Period shall be the period during which the Partnership will make investments into new Portfolio Investments, commencing on the day of the first capital call notice being dispatched to Investors (the “First Draw Down Date”) and ending, subject to any earlier termination, on:

(i) the sixth (6) anniversary of the First Draw Down Date of the Partnership, with a one (1) year extension possibility decided by the General Partner and subject to the prior approval of the Advisory Committee adopted by Advisory Committee Special Resolution; (ii) the date when the General Partner decides that the Partnership is fully invested, or

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(iii) the date when the aggregate commitments have been fully drawn down and paid to the Partnership.

At the expiry of the Investment Period, any Remaining Capital Commitment will be cancelled, except to the extent necessary (i) to complete investments initiated before the end of the Investment Period, (ii) for follow-on investments in, or relating to, existing Portfolio Investments, (iii) to pay ongoing fees and operating expenses of the Partnership during its remaining term, or (iv) to repay permitted borrowings or satisfy obligations of the Partnership under any permitted guarantee or other extension of credit. B.5. Minimum Commitment Commitments will be accepted from Eligible Investors committing to subscribe or subscribing for at least ten million Swedish Krona (SEK 10,000,000) or at least one million two hundred and fifty thousand Euros (EUR 1,250,000) depending on the Class of Shares, although individual commitments for lesser amounts may be accepted at the sole discretion of the General Partner. All Capital Contributions shall be made in cash. B.6. Redemptions, Transfer and Pre-emption Rights B.6.1. Redemptions Investors Shares shall not be redeemable at the request of the Shareholders of the Partnership before the liquidation of the Partnership. B.6.2. Transferability of Investors Shares Transfer of fully paid Investors Shares in the Partnership will be permitted subject to the prior written consent of the General Partner, which consent shall not be unreasonably withheld if the transfer complies with the following conditions: (i) it will be made in accordance with applicable anti-money laundering rules, (ii) it will be subject to the transferee or assignee thereof fully and completely assuming in writing, prior to the effectiveness of the transfer, all outstanding obligations of the transferor under the commitment agreement entered into by such transferor / seller and (iii) that the transferee or assignee is an Eligible Investor within the meaning of the 2007 Law, subject to the pre-emption rights granted to the other investors in the Partnership. Transferors / sellers of Investors Shares shall not automatically be released from their outstanding obligations under their subscription documentation by the mere transfer of such Investors Shares to another Eligible Investor, unless the Partnership has expressly released the relevant transferor / seller from its obligations under its subscription agreement, in particular with respect to the payment of the outstanding portion of its Commitment, as the case may be. As a result, investors’ attention is drawn to the fact that any transferor/seller of Investor Shares is obliged to duly inform the General Partner about such transaction beforehand.

B.6.3. Pre-emption Rights

Investors have agreed that when a Shareholder of the Partnership wishes to sell all or part of its Investors Shares or otherwise dispose all or part of its Investors Shares to a third party, the other holders of Investors Shares of the Partnership, will have a pre-emption right to purchase such Investors Shares on the same terms and conditions as the proposed transferee, to be exercised in accordance with the provisions below. The party intending to transfer all or part of its Investors Shares shall inform forthwith the Partnership by registered mail or facsimile specifying the number of the Investors Shares to be transferred, the proposed transfer price per Share, as well as the complete name or

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denomination, complete address and relevant information regarding the identification of the proposed transferee(s). The Partnership shall immediately notify each Shareholder at the same time by registered mail or facsimile. The pre-emption right shall be exercised in proportion to the number of Investors Shares held by each Shareholder. However, a selling Investor shall not be obliged to sell the offered Investors Shares to one or more Investors, unless the Investors in aggregate have accepted to purchase all offered Investors Shares. The Shareholders intending to exercise their pre-emption rights shall inform the Partnership and the seller by registered mail or facsimile within fourteen (14) Business Days following the date of the notification from the Partnership. By not exercising in total his pre-emption right, a Shareholder increases the other Shareholders’ rights for the amount of Investors Shares which will not be acquired by such Shareholder. If Investors in aggregate have given acceptance notices for a lesser number of Shares than all offered Investors Shares, the Partnership shall immediately inform the Investors that they may make additional acceptances to the remaining part of the offered Investors Shares, which shall be received by the Partnership within five (5) Business Days after notification from the Partnership. In case there are less offered Investors Shares than the aggregate number of accepted Shares, the accepting Investors shall acquire the offered Investors Shares on pro rata basis.

If Investors fail to accept the whole number of the offered Investors Shares within period stated above, after taking into account any additional acceptances made within the additional five (5) Business Days period, they shall be deemed to have consented to transfer by the seller of the offered Investors Shares to a third party purchaser on the terms and conditions, including the transfer price at any time within six (6) months of the expiration of the time period for the giving of the acceptance notice, as stated above. For the avoidance of doubt, the seller may sell the offered Investors Shares only during such period and on terms no more favourable to the purchaser than the terms included in the notice to the Partnership. Any transfer or assignment of Shares is subject to the purchaser or assignee thereof fully and completely assuming in writing prior to the transfer or assignment, all outstanding obligations of the seller under the subscription agreement entered into by the seller or otherwise. B.6.4. Assignment of outstanding Commitments Transfer of outstanding Commitments of holders of Investors Shares will be permitted subject to the prior written consent of the General Partner, which consent shall not be unreasonably withheld if the transfer complies with the following conditions: (i) it will be made in accordance with applicable anti-money laundering rules, (ii) it will be subject to the transferee or assignee thereof fully and completely assuming in writing, prior to the effectiveness of the transfer, all outstanding obligations of the transferor under the commitment agreement entered into by such transferor / seller, (iii) that the transferee or assignee is an Eligible Investor, and (iv) that the transferor / seller and the transferee or assignee establish the credit worthiness of the transferee or assignee, which at least shall be equivalent to that of the transferor / seller. C. Contributions in Kind No subscription of Shares can be made by way of contribution in kind. All Capital Contributions shall be made in cash.

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D. Commitments and Defaulting Investors If any Investor that has made a Commitment to the Partnership fails at any time to pay the subscription amounts due for value on the relevant payment date, the General Partner may decide to apply an interest charge on such amounts (the “Default Interest”), without further notice, at a rate equal to “3-Month Treasury Bill” Return Index, as published as at 11:00 a.m. (CET) on the relevant drawdown date by Reuters, plus five percent (5%) per annum, until the date of full payment. The Default Interest shall be calculated on the basis of the actual number of days elapsed between the relevant payment date (inclusive) and the actual date the relevant payment is received by the Partnership (exclusive). If within forty (40) Business Days following a formal notice served by the General Partner by registered mail, the relevant investor has not paid the full amounts due (including the Default Interest due), this investor shall become a defaulting investor (the “Defaulting Investor”) and the General Partner may bring legal action in order to compel the Defaulting Investor to pay the full amount due (including any Default Interest). With respect to all fully paid Shares registered in the name of such Defaulting Investor (the “Defaulted Redeemable Shares”), the default mechanisms foreseen under (1), (2) and (3) below shall apply. (1) Transfer of Shares of Defaulting Investors In order to provide for the possibility to preserve the level of capital funding of the Partnership to the Aggregate Commitments remaining available for drawdown, each Investor agreed, for the benefit of the other Investors, an irrevocable promise to sell (promesse de vente) all or part of its fully paid Shares (as registered in the register of Shareholders of the Partnership) to any of the Investors of the Partnership, each with the full power of substitution, if it has become a Defaulting Investor, at a price per Share equal to the lesser of (i) twenty five percent (25%) of the subscription price paid from time to time by the Defaulting Investor, less Actualisation Interest (if any), and (ii) twenty five percent (25%) of the current Net Asset Value of such Shares. The sale process shall be brought to completion in accordance with the following rules and procedure:

(i) after expiry of the forty (40) Business Days’ notice period referred to above, the General Partner shall deliver notice, sent by internationally recognized courier and by telefax, or as a scanned document attached to an e-mail with in each case confirmation of transmission to the addressee, of such default to the Investors who are not in default under their Commitment Agreement (each a “Non-Defaulting Shareholder”), and each Non-Defaulting Shareholder shall then confirm in writing, by courier and facsimile, to the Defaulting Investor and to the General Partner, within fourteen (14) Business Days following the date of the notification from the General Partner, their acceptance to purchase such number of Shares as indicated in its acceptance confirmation; (ii) the sale shall be completed, and reflected as such by the General Partner in the register of Shareholders of the Partnership, in proportion to the number of Investors Shares held by each of the Non-Defaulting Shareholders confirming their acceptance to purchase the Shares from the Defaulting Investor, it being agreed and understood that by not confirming its acceptance of the purchase, a Non-Defaulting Shareholder increases the other Non-Defaulting Shareholders’ rights for the amount of Investors Shares which will not be acquired by such Non-Defaulting Shareholder; (iii) the Investors agreed that their acceptance to purchase such number of Shares as indicated in the acceptance confirmation shall necessarily imply that the relevant parties or assignee thereof automatically and irrevocably fully and completely assume the proportion of the Commitments of the Defaulting Investor that remains outstanding towards the Partnership on the Shares transfer date.

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(2) Compulsory redemption of the Shares of Defaulting Investors Subject to item (3) below, as an alternative, or in addition, to the purchase mechanism foreseen above, all Shares registered in the name of such Defaulting Investor that are fully paid may, in case of such default, be subject to a compulsory redemption by the Partnership in accordance with the following rules and procedure:

(i) the General Partner shall send a notice (hereinafter called the “Redemption Notice”) to the Defaulting Investor possessing the Defaulted Redeemable Shares; the Redemption Notice shall specify the Defaulted Redeemable Shares to be redeemed, the price to be paid, and the place where this price shall be payable. The Redemption Notice may be sent to the Defaulting Investor by recorded delivery letter to his last known address. The Defaulting Investor in question shall be obliged without delay to deliver to the Partnership the certificate or certificates, if there are any, representing the Defaulted Redeemable Shares specified in the Redemption Notice. From the close of business of that day specified in the Redemption Notice, the Defaulting Investor shall cease to be the owner of the Defaulted Redeemable Shares specified in the Redemption Notice and the certificates representing these Shares shall be rendered null and void in the financial and legal records of the Partnership; (ii) in such compulsory redemption, the redemption price per Share will be equal to the lesser of (i) twenty five percent (25%) of the subscription price paid from time to time by the Defaulting Investor, less Actualisation Interest (if any), and (ii) twenty five percent (25%) of the current Net Asset Value of such Shares. The above-mentioned redemption price will be payable only at the close of the liquidation of the Partnership.

(3) Duties of the General Partner Whilst the General Partner shall retain a general discretion as to which Defaulting Investor remedy to apply, it shall - in the best interests of the Partnership and in order to preserve the capital - first resort to the promesse de vente option referred to in item (1) and only to the extent that this option does not result in a transfer of any Shares of a Defaulting Investor shall the redemption option in item (2) be utilized. The General Partner may bring any legal actions it may deem relevant against the Defaulting Investor based on breach of his subscription documentation.

VIII. Distribution Policy

A. Distribution The Partnership will not be required to make any cash distributions to the Investors prior to the end of the Investment Period in cases where cash is returned to the Partnership within eighteen (18) months of the initial investment in the relevant Portfolio Investment and such amounts shall be available for reinvestments. The General Partner may however, in its sole discretion, elect to distribute cash to the Investors prior to the end of the Investment Period. In cases where cash is returned to the Partnership within eighteen (18) months of the initial investment in the relevant Portfolio Investment and the General Partner elects to distribute such returned amounts to Investors, the amounts so distributed will increase the unfunded portion of each Investors’ Commitment pro-rata and as a result be available for further draw-down within the Commitment Period. Cash receipts to be distributed to the Investors or reinvested prior to the end of the Investment Period may, pending such distribution or reinvestment, be invested in money market investments or equivalent thereof. The General Partner will distribute income and divestment proceeds after the deduction of the appropriate fees and operating expenses (including contingent liabilities) (in each case calculated

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separately with respect to Investors Shares issued on the same issue date), in the following order and priority:

(a) first, to each holder of Investors Shares, pro rata based on the ratio of its current shareholding of Investors Shares to the total outstanding Investor Shares, until each such holder receives an amount equal to (i) its aggregate Capital Contributions at the date of such distribution and (ii) a preferred return of eight percent (8%) per annum (compounded annually in arrears on the basis of a 365-day year) of its aggregate Capital Contributions from the date on which each such Capital Contribution was made to the date on which it was repaid (the “Preferred Return”); (b) second, one hundred percent (100%) to the holders of Participating Shares, until each holder of Participating Shares receives an amount equal to the subscription price of the Participating Shares plus fifteen percent (15%) of the aggregate distributions made under this clause and sub-clause (a) (ii) above for Investors Shares A and twenty percent (20%) of the aggregate distributions made under this clause and sub-clause (a) (ii) above for Investors Shares B (the “Catch-Up”); and (c) third, (i) eighty-five percent (85%) of all further distributions relating to the assets value of the Partnership allocated to Investors Shares A shall be distributed to the holders of the Investors Shares A, pro rata based on each such holder’s ratio of current shareholding of Investors Shares A to the total outstanding Investor Shares, (ii) eighty percent (80%) of all further distributions relating to the assets value of the Partnership allocated to Investors Shares B shall be distributed to the holders of the Investors Shares B, pro rata based on each such holder’s ratio of current shareholding of Investors Shares B to the total outstanding Investor Shares and (iii) the remaining fifteen percent (15%) of further distributions relating to the assets value of the Partnership allocated to Investors Shares A and the remaining twenty percent (20%) of further distributions relating to the assets value of the Partnership allocated to Investors Shares B shall be distributed to the holders of the Participating Shares, pro rata based on each such holder’s ratio of current shareholding of Participating Shares to the total outstanding Participating Shares (the distribution rights attaching to the Participating Shares pursuant to sub-clauses (b) and (c) (ii) above, the “Special Return”).

In the event of the issue of Removal Promissory Notes, the replacement general partner or its designee holding new Participating Shares will only be entitled to receive the payment of a Special Return as reduced by the amounts to be allocated to such Removal Promissory Notes. Distributions may be made by means of annual dividends and interim dividends to the extent feasible as well as by the redemption of Shares or the allocation of the Partnership’s liquidation proceeds, as the case may be. In any event, no distribution may be made if, as a result, the Net Asset Value of the Partnership would fall below the equivalent in SEK of one million two hundred and fifty thousand Euro (EUR 1,250,000), except if the Partnership is in liquidation. B. Removal Promissory Note In the event of the issue of Removal Promissory Notes, made in accordance with section VI “Management, Governance and Administration”, sub-section B “Removal of General Partner”, the replacement general partner, any Affiliate thereof or their designees, holding new Participating Shares, will only be entitled to the payment of the relevant portion of the Special Return after deduction of the proceeds payable to the holders of the Removal Promissory Notes.

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C. Claw-back and Escrow Within thirty (30) calendar days of the date of final liquidation of the Partnership, the General Partner shall pay to each holder of Investors Shares an amount equal to the greater of: (i) the amount, if any, by which the total distributions to such holder of Investors Shares is less than its aggregate Capital Contributions plus the Preferred Return thereon, and (ii) its pro rata portion, based on the ratio of such holder’s aggregate Capital Contributions to the total Capital Contributions of all investors, the amount, if any, by which the holders of Participating Shares received cumulative distributions in excess of the amounts distributable to the holders of Participating Shares pursuant to the distribution waterfall stated above, applied on an aggregate basis covering all transactions/investments of the Partnership. In no event will the General Partner be required to pay in the aggregate any amount that exceeds the cumulative distributions, if any, received by the holders of Participating Shares as Special Return (in which case the payments due to the holders of Investor Shares shall be reduced by such excess pro rata). In order to ensure the effectiveness of the claw-back above, the Partnership and the General Partner shall make the necessary arrangements to ensure that thirty percent (30%) of all distributions to be made to the holders of Participating Shares are paid to a segregated account (the “Escrow Account”) opened in the name of SEB S.A. acting in its capacity as escrow agent to guarantee the effectiveness of the claw-back. Such obligation to restrict such payments to the segregated account opened in the name of SEB S.A. acting in its capacity as escrow agent shall automatically be waived immediately after the holders of Investors Shares have received distributions up to their respective total Commitments (as if all Commitments had been drawn down and funded) plus the Preferred Return thereon.

IX. Fees and Expenses

A. Management Fee and Advisory Fee

In consideration for the management services performed for the benefit of the Partnership, the General Partner is entitled to receive an annual management fee (the “Management Fee”), paid half-yearly in advance out of the Partnership’s assets. During the Investment Period, such management fee shall be equal to two percent (2%) per annum of the amount of the Aggregate Commitments relating to Investors Shares; provided however, that the Commitments of any Defaulting Investor shall be excluded from the calculation of Management Fee during the Investment Period. After the end of the Investment Period, the Management Fee will be equal to two percent (2%) per annum of the lesser of (i) the Net Asset Value of the Investors Shares, and (ii) the aggregate cost basis of investments then held in the portfolio and allocated to the Investors Shares minus the cost basis of Portfolio Investments written off allocated to such Investors Shares. No Management Fee shall accrue and be charged for any period prior to the First Drawdown Date. The Participating Shares shall bear no Management Fees. Any fees payable to the Investment Advisor as well as the other service providers to which certain tasks are delegated by the General Partner will, as a rule, be paid by the General Partner out of its own assets. If such fees are paid directly to the Investment Advisor out of the assets of the Partnership, such fees shall be deducted from the General Partner’s service fees. During the Investment Period, the Management Fee will accrue as of the Initial Closing and will be calculated by reference to the Aggregate Commitments raised by the Last Closing of the Partnership. Accordingly, adjustments to the Management Fee already paid will be made on Subsequent Closings, and the General Partner will receive additional sums due together with interest from the Initial Closing to the date of payment calculated in each case using the same interest rate and the same method of calculation as used for the calculation of the Actualisation

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Interest. It should be noted that calculation of the fees on the basis of Commitments may entail the payment of fees in respect of subscription monies which have not yet been drawn down. B. Administration Fee

In consideration for the administration services performed for the benefit of the Partnership, the General Partner is entitled to receive an administration fee (the “Administration Fee”), paid out of the Partnership’s assets all in accordance with common practice in Luxembourg. C. Transaction Fees The General Partner, the Investment Advisor or any of their affiliates shall be entitled to accept and retain for its own account (a) all arrangement fees, syndication fees and any other transaction fees received which are directly referable to the making of an investment by the Partnership (the “Transaction Fees”), (b) all agency, directors’ fees and benefits, monitoring fees and management fees received from or in connection with or related to an investment by the Partnership (the “Investment Related Fees”) and any fees, commissions or payments of any description whatsoever received in connection with proposed transactions by the Partnership which do not proceed to completion for any reason (the “Abort Fees”) provided that:

(a) all such Transaction Fees, Investment Related Fees and Abort Fees shall be credited against and reduce the Management Fees; (b) all such Ancillary Fees shall be disclosed in full to the Advisory Committee; and (c) if the aggregate amount of such reduction exceeds the Management Fees due and payable in any financial year the excess shall be carried forward and shall (to the extent not previously taken into account) reduce the Management Fees in the next following financial years.

D. Operating Costs and Expenses The Partnership and/or relevant subsidiary(ies) of the Partnership shall bear (a) all expenses relating to committed investments implemented or not implemented (broken deal cost), including legal, audit, remuneration of third party intermediary(ies) involved in a given transaction, the costs of external experienced managers involved in the identification and evaluation of target investments who are meant to enter into Portfolio Investments in an executive position if the targeted investment is completed, and other professional or sourcing fees in accordance with usual practice determined on an arm’s length basis and taking market conditions into consideration; (b) all expenses incurred with respect to the acquisition, development, holding, sale or proposed sale of any of the Partnership’s investments, including transfer taxes, registration costs, and other taxes, fees or other governmental charges levied in connection therewith; and (c) all litigation and indemnification expenses related to the investments or business of the Partnership. The Partnership shall also bear its general operating expenses, which shall include i.a. the fees and disbursements of the Depositary, the General Partner, the Administration Agent, legal, audit, insurance, financing and accounting fees, domiciliation fees and all other out-of-pocket administration expenses and any taxes, fees or other governmental charges. Each subsidiary of the Partnership (as the case may be) shall bear their respective operating expenses such as, without limitation, any fees and expenses for legal counsel and auditors and appraisers and advice from any other experts, sourcing fees, insurance premiums and any taxes, fees or other governmental charges levied against each subsidiary arising in the regular course of business and in connection with the activities mentioned above.

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E. Initial Management Fee and related expenses: An initial one-off management fee equal to one percent (1%) of the Aggregate Commitments for Investors Shares will be borne by the Partnership, as a compensation for the project organisation and management services provided to the Partnership in its initial phase, to bring the project to completion and launch the investment activities of the Partnership. This initial one-off management fee is payable out of the Partnership’s assets to the General Partner on or about the Initial Closing or any Subsequent Closing upon capital calls being funded by the Investors in connection with any such Closing(s). Organisational expenses actually incurred and/or borne by the Partnership directly in compliance with – and subject to – the limitations foreseen by Luxembourg laws and regulations, shall however be deducted from the above mentioned one percent (1%) initial one-off management fee payable to the General Partner or the AIFM involved in the management of the project in its preliminary phase, in order to ensure that the total charge for the Partnership in this context is limited to one percent (1%) of the Commitments relating to Investors Shares. These charges shall be amortized - to the extent permitted by Luxembourg laws and regulations - over a period not exceeding five (5) years as of the incorporation of the Partnership, in accordance with LuxGAAP. Any organisational expenses exceeding the aforementioned cap shall be borne by the AIFM.

X. Prevention of Money Laundering

The applicants wanting to subscribe Shares of the Partnership must provide the Registrar and Transfer Agent with all necessary information, which the Registrar and Transfer Agent may reasonably require to verify the identity of the applicant. Failure to do so may result in the Registrar and Transfer Agent refusing to accept the subscription for Shares in the Partnership. Applicants must indicate whether they invest on their own account or on behalf of a third party. Except for applicants applying through companies who are regulated professionals of the financial sector, bound in their country by rules on the prevention of money laundering equivalent to those applicable in Luxembourg, any applicant applying in its own name or applying through companies established in non-FATF countries, is obliged to submit to the Registrar and Transfer Agent in Luxembourg all necessary information, which the Registrar and Transfer Agent may reasonably require to verify. Shareholders may be requested to provide additional or updated identification documents from time to time pursuant to ongoing client due diligence requirements under relevant laws and regulations. Failure to provide such additional or updated documents may result in the Registrar and Transfer Agent blocking the account and/or compulsorily redeeming the units held by the respective Shareholder in accordance with the conditions set out in this Issue Documents.

XI. Restriction on the Ownership of Shares

Subscription for Shares is restricted to Eligible Investors. The General Partner may restrict or reject any applications for Shares in the Partnership by any person and may cause any Shares to be subject to compulsory redemption if the Partnership considers that this ownership involves a violation of the law of the Grand -Duchy or abroad, or may involve the Partnership in being subject to taxation in a country other than the Grand-Duchy or may in some other manner be detrimental to the Partnership.

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To that end, the General Partner may:

(i) decline to issue any Shares when it appears that such issue might or may have as a result the allocation of ownership of the Shares to a person who is not authorized to hold Shares in the Partnership; and/or (ii) proceed with the compulsory redemption of all the relevant Shares if (i) it appears that a person who is not authorized to hold such Shares in the Partnership, either alone or together with other persons, is the owner of Shares in the Partnership, or (ii) it appears to the Partnership that one (1) or several persons is or are an owner or owners of a proportion of the Shares in the Partnership in such a manner that this may be detrimental to the Partnership. The procedure applicable to the redemption of Defaulted Redeemable Shares described under the section VII “Shares of the Partnership and Capital Funding”, sub-section D “Commitments and Defaulting Investors” shall be applied. The price at which the Shares specified in the redemption notice shall be redeemed shall in such instances be equal to the Net Asset Value per Share. Payment of the redemption price will be made to the owner of such Shares in the reference currency of the relevant Class, except during periods of exchange restrictions, and will be deposited by the Partnership, within a period of time customary to the industry with a bank in Luxembourg or elsewhere (as specified in the purchase notice) for payment to such owner upon surrender of the Share certificate or certificates, if issued, representing the Shares specified in such notice. Upon deposit of such redemption price as aforesaid, no person interested in the Shares specified in such purchase notice shall have any further interest in such Shares or any of them, or any claim against the Partnership or its assets in respect thereof, except the right of the Shareholders appearing as the owner thereof to receive the price so deposited (without interest) from such bank upon effective surrender of the Share certificate or certificates, if issued, as aforesaid. The exercise by the Partnership of this power shall not be questioned or invalidated in any case, on the grounds that there was insufficient evidence of ownership of Shares by any person or that the true ownership of any Shares was otherwise than appeared to the Partnership at the date of any purchase notice, provided that in such case the said powers were exercised by the Partnership in good faith.

XII. Conversion of Shares

Shareholders are entitled to require the conversion of all or part of their Shares of any Class into Shares of another existing Class. For the avoidance of doubts, it shall not be possible to require the conversion of all or part of Investors Shares into Participating Shares.

XIII. Determination of the Net Asset Value

The Net Asset Value of the Shares of the Partnership shall be expressed in the reference currencies of the respective Share Classes. The General Partner shall set the methods whereby the Net Asset Value is made public, in compliance with the legislation in force. The net asset value of the Partnership (the “Net Asset Value” or “NAV”) shall be calculated with a full valuation of the Portfolio Investments once a year, as of each December 31st. The General Partner shall further make the relevant arrangements to provide technical NAVs on a monthly basis to reflect draw-downs, distributions, costs and miscellaneous accounting items, other than variation of Portfolio Investments’ valuations, which will only be carried out once a year as of December 31st (the “Valuation Day”).

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Valuations of the Partnership's assets shall be determined in accordance with the International Private Equity and Venture Capital Valuation Guidelines (http://www.privateequityvaluation.com/) in effect as of the reporting date (the "Valuation Principles"). Such NAV calculations shall be carried out by the Administration Agent, under the supervision of the General Partner in accordance with the following rules. A. The assets of the Partnership include:

all cash in hand or on deposit, including any outstanding accrued interest;

all bills and promissory notes and accounts receivable, including outstanding proceeds of any sale of securities;

all securities, shares, bonds, time notes, debenture stocks, options or subscription rights, warrants, money market instruments, and all other investments and transferable securities belonging to the Partnership;

all dividends and distributions payable to the Partnership either in cash or in the form of stocks and shares (the Partnership may, however, make adjustments to account for any fluctuations in the market value of transferable securities resulting from practices such as ex-dividend or ex-claim negotiations);

all outstanding accrued interest on any interest-bearing securities belonging to the Partnership, unless this interest is included in the principal amount of such securities;

the Partnership’s preliminary expenses, to the extent that such expenses have not already been written-off;

the Partnership’s other fixed assets, including office buildings, equipment and fixtures; and

all other assets whatever their nature, including the proceeds of swap transactions and advance payments.

B. The Partnership's liabilities shall include:

all borrowings, bills, promissory notes and accounts payable;

all known liabilities, whether or not already due, including all contractual obligations that have reached their term, involving payments made either in cash or in the form of assets, including the amount of any dividends declared but not yet paid;

a provision for capital tax and income tax accrued on the Valuation Day and any other provisions authorised or approved by the General Partner on behalf of the Partnership; and

all other liabilities of the Partnership of any kind represented by Shares. In determining the amount of such liabilities, the Partnership shall take into account all expenses payable by the Partnership including, but not limited to: formation expenses, expenses in connection with and fees payable to its General Partner, its alternative investment fund manager(s), advisors(s), accountants, lawyers, depositary or custodians and correspondents, registrar and transfer agent, paying agents, brokers, distributors, permanent representatives in places of registration and auditors, administration, domiciliary, services, promotion, printing, reporting, publishing (including advertising or preparing and printing of issuing documents, explanatory memoranda, registration statements, financial reports) and other operating

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expenses, the cost of buying and selling assets (transaction costs), interest and bank charges, and taxes and other governmental charges.

The General Partner may calculate administrative and other expenses of a regular or recurring nature on an estimated basis annually or for other periods in advance and may accrue the same in equal proportions over any such period. C. The value of the Partnership’s assets shall be determined as follows:

the value of any cash in hand or on deposit, discount notes, bills and demand notes and accounts receivable, prepaid expenses, cash dividends and interest declared or accrued as aforesaid and not yet received, shall be equal to the entire amount thereof, unless the same is unlikely to be paid or received in full, in which case the value thereof shall be determined after making such discount as the General Partner may consider appropriate in such case to reflect the true value thereof;

the value of all portfolio securities and money market instruments or derivatives that are listed on an official stock exchange or traded on any other Regulated Market will be based on the last available price on the principal market on which such securities, money market instruments or derivatives are traded, as supplied by a recognized pricing service approved by the General Partner. If such prices are not representative of the fair value, such securities, money market instruments or derivatives as well as other permitted assets may be appraised at a fair value at which it is expected that they may be resold, as determined in good faith under the direction of the General Partner;

the value of securities and money market instruments which are not quoted or traded on a Regulated Market will be appraised at a fair value at which it is expected that they may be resold, as determined in good faith under the direction of the General Partner;

investments in private equity securities will be appraised at a fair value under the direction of the General Partner in accordance with appropriate professional standards, such as, for example, and without limitation, the International Private Equity and Venture Capital Valuation Guidelines published by the European Private Equity and Venture Capital Association (EVCA) in effect as of the relevant Valuation Day;

the valuation of swaps will be based on their market value, which itself depends on various factors (e.g. level and volatility of the underlying asset, market interest rates, residual term of the swap). Any adjustments required as a result of issues and redemptions are carried out by means of an increase or decrease in the nominal of the swaps, traded at their market value;

the valuation of derivatives traded over-the-counter (OTC), such as futures, forward or option contracts not traded on exchanges or on other recognized markets, will be based on their net liquidating value determined, pursuant to the policies established under the direction of the General Partner on the basis of recognised financial models in the market and in a consistent manner for each category of contracts. The net liquidating value of a derivative position is to be understood as being equal to the net unrealised profit/loss with respect to the relevant position;

the value of other assets will be determined prudently and in good faith under the direction of the General Partner in accordance with generally accepted valuation principles and procedures.

The General Partner, at its discretion, may authorize the use of other methods of valuation if it considers that such methods would enable the fair value of any asset of the Partnership to be determined more accurately.

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Where necessary, the fair value of an asset is determined by the General Partner, or by a committee appointed by the General Partner, or by a designee of the General Partner. All valuation regulations and determinations shall be interpreted and made in accordance with Luxembourg generally accepted accounting principles (Lux GAAP). Adequate provisions will be made for expenses incurred and due account will be taken of any off-balance sheet liabilities in accordance with fair and prudent criteria. For each Class, the Net Asset Value per Share shall be calculated in the relevant Reference Currency with respect to each Valuation Day by dividing the net assets attributable to such Class (which shall be equal to the assets minus the liabilities attributable to such Class) by the number of Shares issued and in circulation in such Class. Assets and liabilities expressed in foreign currencies shall be converted into the relevant Reference Currency, based on the relevant exchange rates. In the absence of bad faith, wilful default, gross negligence or manifest error, every decision to determine the Net Asset Value taken by the General Partner or by any bank, company or other organization which the General Partner may appoint for such purpose, shall be final and binding on the Partnership and present, past or future Shareholders.

XIV. Temporary suspension of Net Asset Value Calculation

The General Partner may suspend the determination of the Net Asset Value in the following cases:

when the information or calculation sources normally used to determine the value of assets are unavailable, or if the value of an investment in the Partnership cannot be determined with the required speed and accuracy for any reason whatsoever;

when exchange or capital transfer restrictions prevent the execution of transactions or if purchase or sale transactions cannot be executed at normal rates;

when the political, economic, military or monetary environment, or an event of force majeure, prevent the Partnership from being able to manage normally its assets or its liabilities and prevent the determination of their value in a reasonable manner;

when, for any other reason, the prices of any significant investments cannot be promptly or accurately ascertained;

when the Partnership is in the process of establishing exchange parities in the context of a merger, a contribution of assets, an asset or share split or any other restructuring transaction;

when there is a suspension of redemption or withdrawal rights by several investment funds in which the Partnership is invested; and

in exceptional circumstances, whenever the General Partner, considers it necessary in order to avoid irreversible negative effects, in compliance with the principle of equal treatment of Shareholders in their best interests.

The suspension of the calculation of the Net Asset Value shall be notified to the relevant persons through all means reasonably available to the Partnership, unless the General Partner is of the opinion that a publication is not necessary considering the short period of the suspension.

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XV. Taxation

1.1. Taxation of the Partnership and of the Shareholders Pursuant to the currently applicable legislation the Partnership is not subject to any Luxembourg corporate income tax, municipal business tax and net wealth tax. The Partnership is however liable to an annual subscription tax ("taxe d'abonnement") of 0.01% payable quarterly on the value of its net assets at the end of each quarter. The net assets of the Partnership invested in shares or units of other UCIs are exempted from the subscription tax, provided that the underlying shares or units have already been subject to the same tax. Dividends, interests and other income received by the Partnership from its investments in various countries may be subject to withholding taxes in such countries. Some of those taxes will not be recoverable. Shareholders of the Partnership, that are not Luxemburg tax residents and that do not have any permanent establishment in Luxemburg, are not subject in Luxemburg to any taxation on capital gains, transfer or withholding tax on holding, sale, purchase or transfer of Shares of the Partnership. The potential tax consequences for an investor wishing to purchase, subscribe, convert, sell, redeem or dispose Shares of the Partnership will depend on the relevant laws in the jurisdiction of his/her tax residence. Shareholders and prospective investors should seek independent professional advice regarding the relevant tax laws applicable to them in their respective countries. The above mentioned information is not and should not be interpreted as being a legal or tax advice. This information bases on the current law and regulations and may be subject to modifications from time to time. 1.2. Common Reporting Standard The Partnership is subject to the Standard for Automatic Exchange of Financial Account Information in Tax matters (the “Standard”) and its Common Reporting Standard (the “CRS”) as set out in the Luxembourg law dated 18 December 2015 on the Common Reporting Standard (loi relative à l'échange automatique de renseignements relatifs aux comptes financiers en matière fiscale) (the “CRS Law”). The CRS Law is based on the European Directive 2014/107/EU of 9 December 2014 amending provisions of Directive 2011/16/EU on administrative cooperation in the field of taxation and the OECD`s multilateral agreements. Consequently, to eliminate the overlap of reporting obligations created between the EU Savings Directive (the "EUSD") and the Directive 2014/107/EU, the EUSD directive has been repealed with effect from 31 December 2015. Further, the first reporting to the Luxembourg tax authority (the “LTA”) under the CRS Law, will be applied in 2017 for the calendar year 2016. The LTA will onward report to participating foreign tax authorities by 30 September 2017. The intention of CRS is to safeguard against tax evasion. Accordingly, under the terms of the CRS Law, the Partnership is likely to be treated as a Luxembourg Reporting Financial Institution. Consequently, the Partnership is required to collect personal and financial information as described in Annex I of the CRS Law with effect from 1 January 2016 and without prejudice to

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other applicable data protection provisions as set out in the Partnership documentation, the Partnership will be required to annually report this information to the LTA as from 2017. The Partnership’s ability to satisfy its reporting obligations under the CRS Law will depend on each investor providing the Partnership with the Information, along with the required supporting documentary evidence. In this context, the investors are hereby informed that, the Partnership will process the Information for the purposes as set out in the CRS Law. The investors undertake to inform the General Partner, if applicable, of the processing of their Information by the Partnership. The investors are further informed that the Information related to Reportable Persons within the meaning of the CRS Law will be disclosed to the LTA annually for the purposes set out in the CRS Law. The investors undertake to immediately inform the Partnership of, and provide the Partnership with all supporting documentary evidence of any changes related to the Information after occurrence of such changes. Any investor that fails to comply with the Partnership’s Information or documentation requests may be held liable for penalties imposed on the Partnership and attributable to such investor’s failure to provide the Information or subject to disclosure of the Information by the Partnership to the LTA. If investors are in doubt, they should consult your tax advisor, stockbroker, bank manager, solicitor, account or other financial advisor regarding the possible implications of CRS on an investment in the Partnership. 1.3. Foreign Account Tax Compliance Act ("FATCA") The Hiring Incentives to Restore Employment Act (the "Hire Act") was signed into US law in March 2010. It includes special provisions laid down in the Foreign Account Tax Compliance Act, generally known as "FATCA". The intention of FATCA is that details of US investors holding assets outside the US will be reported by financial institutions to the Internal Revenue Service (IRS), as a safeguard against US tax evasion. This regime will become effective in phases between 1 July 2014 and 15 March 2018. Based on the Treasury Regulations §1.1471-§1.1474 issued on 17 January 2013 (the "Treasury Regulations") the Partnership is a "Financial Institution". As a result of the Hire Act, and to discourage non-US Financial Institutions from staying outside this regime, on or after 1 July 2014, a Financial Institution that does not enter and comply with the regime will be subject to a US withholding tax of 30% on gross proceeds as well as on income from the US and, on or after 1 January 2017, also potentially on non-US investments. Luxembourg has entered into a Model I Intergovernmental Agreement (“IGA”) with the United States. Under the terms of the IGA, the Partnership will be obliged to comply with the provisions of FATCA under the terms of the IGA and under the terms of Luxembourg legislation implementing the IGA (the “Luxembourg IGA legislation”), rather than under the US Treasury Regulations implementing FATCA. In order to protect Shareholders from the effect of any penalty withholding, it is the intention of the Partnership to be compliant with the requirements of the FATCA regime and hence, qualify as a so-called “participating financial institution” as defined in the IGA. The Partnership qualifies as a so-called “sponsored financial institution” as defined in the IGA. The Partnership appointed SEB Investment Management AB, Luxembourg Branch as its “sponsoring financial institution” (the “Branch”).

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The Branch agrees to sponsor the Partnership for the purpose and within the meaning of the IGA. The Partnership intends not to register with the IRS and intends to be so-called “non-reporting sponsored financial institutions” within the meaning of the IGA. In case the Partnership would be subject to reporting obligations under the FATCA regulation, the Branch will register the Partnership as its sponsoring entity with the IRS and hence, the Branch will comply as set out in article 2 and 4 as well as Annex II, Chapter IV, section A.3 of the IGA in due time (i.e. not later than 90 (ninety) days after the reportable event has first been identified) with all due diligence, withholding, registration and reporting obligations on behalf of the Partnership regarding certain holdings by and payments made to (a) certain US investors, (b) certain US controlled foreign entity investors and (c) non-US financial institution investors that do not comply with the terms of the Luxembourg IGA legislation. Further, the Branch will perform any requirements that the Partnership would have been required to perform if it were a reporting Luxembourg financial institution as defined in the IGA. Under the Luxembourg IGA, such information will be onward reported by the Luxembourg tax authorities to the IRS under the general information exchange provisions of the US-Luxembourg Income Tax Treaty. The Branch is required to monitor its own and the Partnership’s status as being a participating financial institution and a non-reporting entity on an ongoing basis and has to ensure that the Branch and the Partnership meet the conditions for such status over the time. In cases where investors invest in the Partnership through an intermediary, investors are reminded to check whether such intermediary is FATCA compliant and hence, qualifies as a participating financial institution as defined in the IGA. In case any of the Partnership’s distributor should change its status as participating financial institution, such distributor will notify the Branch within ninety (90) days from the change in status of such change and the Branch is entitled a) to redeem all Shares held through such distributor, b) to convert such Shares into direct holdings of the Partnership, or c) to transfer such Shares to another nominee within six (6) months of the change in status. Further, any agreement with a distributor can be terminated in case of such change in status of the distributor within ninety (90) days of notification of the distributor’s change in status. Although the Partnership and the Branch will attempt to satisfy any obligations imposed on it to avoid the imposition of the US withholding tax, no assurance can be given that the Partnership and the Branch will be able to satisfy these obligations. If the Partnership becomes subject to a withholding tax as a result of the FATCA regime, the value of the Shares held by the Shareholders may suffer material losses. Other jurisdictions currently are in the process of adopting tax legislation concerning the reporting of information. The Partnership also intends to comply with such other similar tax legislation that may apply to the Partnership, although the precise requirements are not fully known yet. As a result, the Partnership may need to seek information about the tax status of investors under the laws of such jurisdictions for disclosure to the relevant governmental authorities. If you are in any doubt, you should consult your tax advisor, stockbroker, bank manager, solicitor, accountant or other financial adviser regarding the possible implications of FATCA on an investment in the Partnership. 1.4. US Securities Act 1933 / US Investment Company Act 1940 The Partnership has not been and will not be registered under the United States Investment Company Act of 1940 as amended (the "Investment Company Act"). The Shares of the Partnership have not been and will not be registered under the United States Securities Act of 1933 as amended (the "Securities Act") or under the securities laws of any state of the US and such Shares may be offered, sold or otherwise transferred only in compliance with the Securities Act of 1933 and such state or other securities laws. The Shares of the Partnership may not be offered or sold within the US or to or for the account, of any US Person. For these purposes, US Person is as defined in Rule 902 of Regulation S under the Securities Act.

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Rule 902 of Regulation S under the Securities Act defines US Person to include inter alia any natural person resident of the United States and with regards to investors other than individuals, (i) a corporation or partnership organised or incorporated under the laws of the US or any state thereof; (ii) a trust (a) of which any trustee is a US Person except if such trustee is a professional fiduciary and a co-trustee who is not a US Person has sole or shared investment discretion with regard to trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a US Person or (b) where a court is able to exercise primary jurisdiction over the trust and one or more US fiduciaries have the authority to control all substantial decisions of the trust and (iii) an estate (a) which is subject to US tax on its worldwide income from all sources; or (b) for which any US Person is executor or administrator except if an executor or administrator of the estate who is not a US Person has sole or shared investment discretion with regard to the assets of the estate and the estate is governed by foreign law. The term "US Person" also means any entity organised principally for passive investment (such as a commodity pool, Investment Company or other similar entity) that was formed:

(a) for the purpose of facilitating investment by a US Person in a commodity pool with respect to which the operator is exempt from certain requirements of Part 4 of the regulations promulgated by the United States Commodity Futures Trading Commission by virtue of its participants being non-US Persons; or (b) by US Persons principally for the purpose of investing in securities not registered under the Securities Act, unless it is formed and owned by "accredited investors" (as defined in Rule 501 (a) under the Securities Act) who are not natural persons, estates or trusts.

Applicants for the subscription to Shares will be required to certify that they are not US Persons and might be requested to prove that they are not Prohibited Persons. Shareholders are required to notify the Registrar and Transfer Agent of any change in their domiciliation status. Prospective investors are advised to consult their legal counsel prior to investing in Shares of the Partnership in order to determine their status as non US Persons and as non-Prohibited Persons. The General Partner on behalf of the Partnership may refuse to issue Shares to Prohibited Persons or to register any transfer of Shares to any Prohibited Person. Moreover the General Partner on behalf of the Partnership may at any time forcibly redeem/repurchase the Shares held by a Prohibited Person. The General Partner on behalf of the Partnership can furthermore reject an application for subscription at any time at its discretion, or temporarily limit, suspend or completely discontinue the issue of Shares, in as far as this is deemed to be necessary in the interests of the existing Shareholders as an entirety, to protect the General Partner, the General Partner and the Partnership, in the interests of the investment policy or in the case of endangering specific investment objectives of the Partnership. XVI. Financial year, general meetings of Shareholders, documents available for inspection

and amendments to the Placement Memorandum

A. Financial Year Periodical reporting and audited annual reports of the Partnership will be mailed upon request, free of charge, to the investors. In addition, such reports will be available at the registered office of the Partnership. The first audited annual report was published for the period ending December 2013. The Partnership´s financial period and accounts begin on 1 January and end on 31 December of

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the same year. The first financial year ended on 31 December 2013. The annual reports of the Partnership and the annual accounts of the General Partner shall be prepared in Swedish Krona (SEK) in accordance with Luxembourg generally accepted accounting principles (Lux GAAP). In addition to the financial information to be provided as indicated above, the General Partner shall deliver to the Investors, within ninety (90) days of the end of each year, (i) a performance report (A) specifying the Aggregate Commitments called and invested as of the end of such year; (B) identifying Investments made and realized in such year; and (C) describing any material events affecting the Partnership or any of its Investments during the year; and (ii) a report setting forth the valuation of each of the assets of the Partnership in accordance with the Valuation Principles as of the end of the preceding financial year. B. General meetings The annual general meeting of the Shareholders of the Partnership will be held at the registered office of the Partnership in Luxembourg on the last bank business day of June each year at 11:00 a.m. (Luxembourg time). The general meeting of Shareholders of the Partnership shall meet upon call by the General Partner or upon the request of Shareholders representing a minimum of ten percent (10%) of the capital of the Partnership. Notices of a general meeting and other notices will be given in accordance with Luxembourg law. Notices will specify the place and time of the meetings, the conditions of admission, the agenda, the quorum and the voting requirements and will be given at least eight (8) days prior to the meetings. The requirements as to attendance, quorum and majorities at all general meetings will be those laid down in the Articles of the Partnership and in the Luxembourg law of 10 August 1915 on commercial companies, as amended. All Shareholders may attend the annual general meetings, any general meetings in which they hold Shares and may vote either in person or by proxy. C. Information to Shareholders Copies of the Articles, the Placement Memorandum and the latest financial statements of the Partnership can be obtained by any Shareholder, free of charge, during business hours on each Business Day at the registered office of the Partnership. Shareholders can further ask to consult the Management Agreement, the depositary agreement, the central administration agreement, investment advisory agreement or the minutes of the general meetings of Shareholders, free of charge, during business hours on each Business Day at the registered office of the Partnership. As a rule, Shareholders shall however not be entitled to request the delivery of a copy of these documents, nor consult other contractual or corporate documents pertaining to management of the activities of the Partnership. Notices to Shareholders will be sent to registered shareholders by mail or to the extent required by applicable laws and regulations by registered mail. D. Amendments to the Placement Memorandum If the laws and regulations applicable to the Partnership or having an impact on the Partnership’s operation change (either at Luxembourg level or European level), and such changes require compulsory amendment to the structure of the Partnership or its operations, then the General Partner shall be authorized to amend the legal documentation of the Partnership and in particular any provision of this Placement Memorandum, subject to the prior approval of the CSSF. In such case, and provided that such compulsory amendments to the structure or the operations of the

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Partnership do not require the involvement of the general meeting of Shareholders of the Partnership, then the Placement Memorandum will be updated and the Shareholders will be informed thereof, for their information purposes only, without any other involvement in the decision making process prior to the effectiveness of the above mentioned amendment. For the avoidance of doubt, in this case, the Shareholders will not be offered the right to request the cost-free redemption of their Shares prior to the relevant changes becoming effective. In any case, should any amendments of the Placement Memorandum entail an amendment of the Articles or require the decision to be made by the general meeting of Shareholders of the Partnership, such decision shall be passed by a resolution of an extraordinary general meeting of Shareholders in accordance with the form, quorum and majority requirements set forth in the Articles and in compliance with Luxembourg laws and regulations. Furthermore, the General Partner shall be authorised to amend the legal documentation and in particular the Placement Memorandum without the prior consent of the Advisory Committee, provided that such changes are not material to the structure and/or operations of the Partnership and are beneficial or at least not detrimental to the interests of the Shareholders of the Partnership, as the case may be, as determined by the General Partner at its sole but reasonable discretion and subject to the prior approval of the CSSF. In such case, this Placement Memorandum will be amended and the Shareholders will be informed thereof, for their information purposes only. The General Partner is authorised to make other amendments to the legal documentation and provisions of the Placement Memorandum that are material to the structure and/or operations of the Partnership or that could be detrimental to the interests of the Shareholders, subject to the approval of the CSSF, provided that such changes shall only become effective and the Placement Memorandum amended accordingly, in compliance with the 2007 Law to the extent that the General Partner has obtained a prior approval of such amendments by a decision of the general meeting of Shareholders in the Partnership, passed with (a) at least two thirds (2/3) of the votes attached to all Shares issued by the Partnership and validly cast by those present or represented at the meeting; and (b) a presence quorum requirement of at least fifty percent (50%) of all Shares issued by the Partnership at the first call and, if not achieved, with no quorum requirement for the second call. For the avoidance of doubt, Shareholders will not be offered the right to request the cost-free redemption of their Shares prior to such changes becoming effective.

XVII. Liquidation of the Partnership

In the event of dissolution of the Partnership, the liquidation shall be carried out by one or more liquidators (which can be the General Partner) appointed by the general meeting as liquidator, pursuant to the 2007 Law and the Articles. Amounts which have not been claimed by Shareholders at the close of the liquidation process will be deposited in escrow with The Caisse de Consignation in Luxembourg. Should such amounts not be claimed within the prescription period, then they may be forfeited.

XVIII. Data Protection

The Partnership may collect information from a Shareholder or prospective Shareholder from time to time in order to develop and process the business relationship between the Shareholder or prospective Shareholder and the Partnership, and for other related activities. If a Shareholder or prospective Shareholder fails to provide such information in a form which is satisfactory to the General Partner, the General Partner may restrict or prevent the ownership of Shares in the Partnership and the Partnership and the Depositary shall be held harmless and indemnified against any loss arising as a result of the restriction or prevention of the ownership of Shares.

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By completing and returning an application form, Shareholders have to consent to the use of personal data by the Partnership. The Partnership may disclose personal data to its agents, service providers or if required to do so by force of law or regulatory authority. Shareholders will upon written request be given access to personal data provided to the Partnership. Shareholders may request in writing the rectification of, and the Partnership will upon written request rectify, personal data. All personal data shall not be held by the Partnership for longer than necessary with regard to the purpose of the data processing. The Partnership may need to disclose personal data to entities located in jurisdictions outside the European Union, which may not have developed an adequate level of data protection legislation. The Partnership will comply with Luxembourg data protection legislation in respect of personal data.

XIX. Exculpation and Indemnification

The General Partner and each member, manager, partner, shareholder, director, officer, employee, agent or controlling person of the General Partner and the Investment Advisor (“Indemnified Persons”) will be exculpated and entitled to indemnification to the fullest extent permitted by law out of the assets of the Partnership against any cost, expense (including attorneys’ fees), judgment and/or liability reasonably incurred by or imposed upon such person in connection with any action, suit or proceeding (including any proceeding before any administrative or legislative body or agency) to which such person may be made a party or otherwise involved or with which such person will be threatened by reason of being or having been an Indemnified Person; provided, however, that any such person will not be so indemnified with respect to any matter as to which such person is determined not to have acted in good faith in the best interests of the Partnership or with respect to any manner in which such person acted in a grossly negligent manner or in material breach of the constitutive documents of the Partnership or any provisions of relevant service agreement. Notwithstanding the foregoing, advances from funds of the Partnership to a person entitled to indemnification hereunder for legal expenses and other costs incurred as a result of a legal action will be made only if the following three conditions are satisfied: (1) the legal action relates to the performance of duties or services by such person on behalf of the Partnership; (2) the legal action is initiated by a third party to the Partnership; and (3) such person undertakes to repay the advanced funds in cases in which it is finally and conclusively determined that it would not be entitled to indemnification hereunder. The Partnership shall not indemnify the Indemnified Persons in the event of claim resulting from legal proceedings between the General Partner and each member, manager, partner, shareholder, director, officer, employee, agent or controlling person of the same as well as the Investment Advisor.

XX. Documentation and governing law

The Partnership and the rights and responsibilities of the Investors and the General Partner will be governed by a subscription / commitment agreement to be executed by each Investor, this Placement Memorandum and other agreements and documents required or advisable in order to establish the Partnership in all material respects and otherwise in form and substance satisfactory to the Initiator and certain anchor investors selected by the Initiator. The Partnership is an AIF governed by the Part I of the 2007 Law and is subject to supervision by the CSSF. The subscription / commitment agreement by which investors may subscribe for Shares is governed by Luxembourg law and any disputes arising from the subscription / commitment agreement will be brought before the exclusive jurisdiction of the courts of the Grand-Duchy of Luxembourg. Shareholders shall note that there are no legal instruments in Luxembourg required for the recognition and enforcement of judgements in Luxembourg.

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The Partnership’s legal documentation will be governed by Luxembourg law. The General Partner and the Partnership will be subject to the ongoing supervision of the CSSF. English shall be the governing language for this Placement Memorandum and the Partnership‘s legal documentation.

XXI. Definitions

The following definitions shall [also] apply throughout this Placement Memorandum unless the context otherwise requires: “3-Month Treasury Bill” the 3-month treasury bill rate or return index of the same currency as the currency of the relevant Share Class (which can be denominated in Euro (EUR) or Swedish Krona (SEK)), as published as at 11:00 a.m. (CET) by Reuters. In case this 3 month Treasury bill rate or return index does not exist for a specific Share Class at a specific point in time, it will be substituted by the debt Instrument that the General Partner deems to resemble to this 3 month Treasury bill the most. “2007 Law” The Luxembourg law dated 13 February 2007 relating to specialised investment funds, as amended or supplemented from time to time. “2010 Law” The Luxembourg law dated 17 December 2010 relating to undertakings for collective investment, as amended or supplemented from time to time. “2013 Law” The Luxembourg law dated 12 July 2013 on alternative investment fund managers, as amended or supplemented from time to time. “Actualisation Interest” An equalisation subscription commission which shall correspond to an interest applied to the price of Investors Shares subscribed after the Initial Closing, as indicated in section VII “Shares of the Partnership and Capital Funding”. “Administration Agent” The Bank of New York Mellon SA/NV, Luxembourg Branchor such other replacement administration agent appointed by the General Partner from time to time. “Advisory Committee(s)” One or several internal advisory committee(s) established within the General Partner for specific advisory purposes as described under section VI “Management, Governance and Administration”. “Advisory Committee Ordinary Resolution” Decision of the Advisory Committee by a resolution passed by an affirmative vote of a majority of all its members. “Advisory Committee Special Resolution” Decision of the Advisory Committee by a resolution passed by an affirmative vote of not less than seventy-five percent (75%) of the total value of Investors Shares issued to the limited partners represented at the Advisory Committee. “Affiliate(s)” With respect to a person, (i) any person directly or indirectly Controlling, Controlled by or under common Control with such person (including in relation to a body corporate, any subsidiary or holding company thereof and any subsidiary of any such holding company), (ii) any officer, director, managing member or general partner of any such person and, any spouse, parent, sibling, child or grandchild of any such officer, director, managing member or general partner (including step and adopted children and step and adopted children of his children), and (iii) such person’s spouse, parent, sibling, child, grandchild or trustee of any family trusts. “Aggregate Commitments” Total amount of Commitments of Investors with respect to the Partnership.

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“AIF” Alternative investment fund within the meaning of article 1 (39) of the 2013 Law. “Articles” The articles of incorporation of the Partnership. “Board” The board of directors of the General Partner. “Branch” SEB Investment Management AB, Luxembourg Branch. “Business Day(s)” A bank business day in Luxembourg, unless otherwise stated. “Capital Contributions” the aggregate of all contributions of each Shareholder. “Class(es)” Any class of Shares issued by the Partnership. “Closing” The date (or dates) determined by the General Partner on or prior to which commitment agreements have to be received and accepted by the General Partner. “Commitment(s)” The total investment which each Investor has irrevocably agreed to make, which will be called by the General Partner from time to time. A Commitment will become a funded Commitment when it has been drawn down and the relevant amounts paid to the Partnership. “Commitment Period” The period extending from the Initial Closing until the earlier of (i) the time limit on which the Shareholders have fully funded their Commitments, and (ii) the Commitment expiry date provided for in the subscription documentation and reflected in this Placement Memorandum. “Control” (including with correlative meanings, the term “Controlling” and “Controlled”) means possession directly or indirectly of the power to direct or cause the direction of the management and policies of a person, whether through the ownership or control of voting securities or partnership interests, by contract, or otherwise. “CSSF” The Commission de Surveillance du Secteur Financier, the Luxembourg Supervisory Commission of the Financial Sector. “Default Interest” The interest the General Partner may apply to the subscription amounts when a Shareholder fails to pay on the relevant payment date, as specified under section VII “Shares of the Partnership and Capital Funding”, sub-section D “Commitments and Defaulting Investors”. “Defaulted Redeemable Shares” Fully paid Shares registered in the name of a Defaulting Investors that may, in case of default, be subject to a compulsory redemption in accordance with the relevant provisions of the Articles, as further described under section VII “Shares of the Partnership and Capital Funding”, sub-section D “Commitments and Defaulting Investors”. “Defaulting Investor” An Investor which is in default of payment, as further described under the section VII “Shares of the Partnership and Capital Funding”, sub-section D “Commitments and Defaulting Investors”. “Depositary” Skandinaviska Enskilda Banken S.A. or such other replacement depositary from time to time appointed by the Partnership. “Eligible Investor” Institutional Investors, Professional Investors and/or Well-informed Investors within the meaning of article 2 of the 2007 Law. “EU” The European Union.

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“Euro” or “EUR” or “€” The legal currency of the participating member states of the EU to the monetary union. “First Draw Down Date” The day of the first capital call notice being dispatched to Investors, which, for the avoidance of doubt, shall be the date upon which the draw down notice is actually sent to the Investors.

“General Partner” SEB Private Equity Opportunity III Management S.A., the unlimited Shareholder (associé gérant commandité) of the Partnership, a company incorporated under the laws of Luxembourg acting as general partner as well as registered alternative investment manager and responsible for the management of the Partnership. “General Partner Share” One management Share which has been subscribed by the General Partner upon incorporation of the Partnership in a capacity as associé gérant commandité of the Partnership.

“Initial Closing” The last day of the Initial Offering Period of the Partnership.

“Initial Offering Period” First period during which investors will be offered to subscribe or to

commit to subscribe to Investors Shares, as determined by the General Partner and as further

specified under section VII “Shares of the Partnership and Capital Funding” of this Placement

Memorandum.

“Initial Subscription Price” Subscription price of the first Shares issued in a given Class, as

specified under section VII “Shares of the Partnership and Capital Funding” of this Placement

Memorandum.

“Initiator” Skandinaviska Enskilda Banken AB (publ) (“SEB AB”), a credit institution which is

authorised and regulated by the Swedish financial supervisory authority (“Finansinspektionen”)

in Sweden. “Institutional Investor” Investor which qualifies as an institutional investor within the meaning of article 2 of the 2007 Law. “Investment Advisor” SEB Investment Management AB. “Investment Advisory Team” Key/senior members of the investment advisory team hosted within SEB AB or any other entity as determined pursuant to the section VI “Management, Governance and Administration”. “Investment Period” The period during which the General Partner is authorised to make investments into new Portfolio Investments for the Partnership, commencing on the First Draw Down Date and ending, subject to any earlier termination, on:

(i) the sixth (6th) anniversary of the First Draw Down Date of the Partnership, with a one (1) year extension possibility decided by the General Partner and subject to the prior approval of the Advisory Committee adopted by Advisory Committee Special Resolution; (ii) the date when the General Partner decides that the Partnership is fully invested; or (iii) the date when Aggregate Commitments have been fully drawn down and paid to the Partnership.

“Investors” Eligible Investors which have subscribed or committed to subscribe for Investors Shares of the Partnership. “Investors Shares” Shares issued by the Partnership to Investors, and which may be of different Classes and entitled to specific distribution or liquidity rights, as defined herein.

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“Key Persons” A Person who shall devote such amount of time as shall be sufficient to ensure the success of the investment activities of the Partnership. “Last Closing” The day until which the General Partner shall accept new Commitments, as specified in section VII “Shares of the Partnership and Capital Funding”. “Management Fee” The service fee paid out of the assets of the Partnership to the General Partner or its designee in consideration for the management services performed for the benefit of the Partnership. “Mémorial C” The Mémorial C, Recueil des Sociétés et Associations, the official journal of Luxembourg, replaced as from 1st June 2016 by « RESA » cf. here below. “Net Asset Value” or “NAV” The net asset value of the Partnership, each Class and each Share as determined pursuant to the section XIV “Determination of the Net Asset Value”. “Participating Shares” A special Class of Shares, with respect to which the performance remuneration package is to be based on realised profits and/or actual distributions, entitling the holders thereof to receive specific performance distributions (Special Return). “Partnership” SEB Private Equity Opportunity Fund III S.C.A., SICAV-SIF, a société en commandite par actions incorporated as a société d’investissement à capital variable – fonds d’investissement spécialisé and governed by the 2007 Law. “Placement Memorandum” This placement memorandum, as amended from time to time. “Portfolio Investment(s)” Any investment in which the Partnership has invested directly or indirectly via one or several Subsidiaries pursuant to section IV “Investment Objectives, Strategy and Restrictions”, sub-section A “Investment Philosophy and Strategy”. “Preferred Return” A priority right to distribution attached to Investors Shares issued by the Partnership, calculated as an IRR and compounded annually as specified herein. “Professional Investor” An investor who qualifies as professional investor under Annex II of Directive 2004/39/EC on investment services and regulated markets as amended or supplemented from time to time. “Reference Currency” Swedish Krona (SEK) for the Partnership. “Registrar and Transfer Agent” The Bank of New York Mellon SA/NV, Luxembourg Branch or any other replacement agent selected from time to time by the General Partner to perform the relevant registrar and transfer agency functions for the benefit of the Partnership. “Regulated Market” A market functioning regularly, which is regulated, recognised and open to the public, as defined in Directive 2004/39/EC on markets in financial instruments as amended or supplemented from time to time. “Removal Promissory Notes” The deemed distributable proceeds promissory notes issued in exchange of Participating Shares compulsorily redeemed in case of removal of the General Partner. “RESA” the Recueil Electronique des Sociétés et Associations i.e. an official registration platform. “Share” or “Shares” Any Classes of Shares issued in pursuant to this Placement Memorandum.

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“Shareholder(s)” holder(s) of Share(s) of the Partnership. “Special Return” The specific performance distribution right of the holders of Participating Shares, after payment of the Preferred Return, as specified herein. “Suspension Period” The period starting at the date of occurrence of a Change of Control Event or Key Person Event and ending when such events are cured in accordance with the terms and conditions described in section VI “Management, Governance and Administration”, sub-section A “The General Partner”, item “Key Persons Event and Change of Control Event” “Swedish Krona” or “SEK” The legal currency of Sweden. “Valuation Day” Has the meaning ascribed to it in section XIV “Determination of the Net Asset Value”. “Valuation Principles” Has the meaning ascribed to it in section XIV “Determination of the Net Asset Value”. “Well-informed Investor” An investor who: (i) adheres in writing to the status of well-informed investor and (ii) either invests a minimum of one hundred twenty five thousand Euros (EUR 125,000) in the Partnership or benefits from a certificate delivered by a credit institution, another professional of the financial sector within the meaning of Directive 2004/39/EC on markets in financial instruments or a management company within the meaning of Directive 2001/107/EC stating that he is experienced enough to appreciate in an adequate manner an investment in a specialised investment fund.

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