information to the shareholders of investmentaktiebolaget...

Information to the shareholders of Investmentaktiebolaget Latour (publ) and

SäkI AB (publ) regarding the merger of the companies

This document describes the statutory merger between Investmentaktiebolaget Latour (publ) (“Latour”, the “Group” or the ”Company”) and SäkI AB (publ) (“SäkI”). The complete informational material, consists of several parts; this document, Latour’s annual reports for the financial years 2008, 2009 and 2010, as well as SäkI’s annual report for the financial year 2010. In order to obtain Latour’s and SäkI’s annual reports, and thereby together with this document obtain the complete information material concerning the merger, please visit the companies’ websites www.latour.se and www.saeki.se, respectively. These documents can also be obtained, free of charge from Latour, telephone +46 (0)31 89 17 90 or from SäkI, telephone +46 (0)8 679 56 00 or downloaded from SEB Enskilda’s website www.seb.se/prospekt.

In connection with the merger between Latour and SäkI, an information document has been prepared in Swedish and translated into English. In the event of any discrepancies between the Swedish document and this translation, the former shall prevail.

II InFormAT Ion To ThE ShArEhoLdErS oF InvESTmEnTAk T IEBoL AGET L ATour (puBL ) And Säk I AB (puBL ) rEGArd InG ThE mErGEr oF ThE CompAn IES

Important information

In this document, Latour refers to Investmentaktiebolaget Latour (publ), corporate identity number 556026-3237, or the Group in which Latour is

the parent company, depending on the context. SäkI refers to SäkI AB (publ), corporate identity number 556012-8547, or the Group in which

SäkI is the parent company, depending on the context. The “new Latour” refers to the merged entity which is the result of the merger between

Latour and SäkI.

This document has been approved and registered by the Swedish Financial Supervisory Authority (Finansinspektionen) (“SFSA”) pursuant to

the provisions of Chapter 2b, sections 2 and 4 of the Trading act. Approval and registration by the SFSA does not imply that the SFSA guarantees

that the factual information provided in this document is correct and complete. This document should be governed by Swedish law. The courts of

Sweden have exclusive jurisdiction to settle any dispute arising out of or in connection with this document.

With the exception of what is noted under “The merged entity” in the section “pro forma financial statements”, under “Additional informa-

tion on Latour” in the section “Financial information”, under “Additional information on SäkI” in the section “Financial information”, under

“Auditors’ statement regarding merger plan according to Chapter 23 Section 11 of the Swedish Companies Act (2005:551)” and the audited

financial statements that have been incorporated through reference, no other information in the document has been reviewed or audited by

Latour’s or SäkI’s auditors.

The document is made available at Latour’s head office and Latour’s website www.latour.se, at SäkI’s head office and SäkI’s website www.

saeki.se, as well as at SEB Enskilda’s website www.seb.se/prospekt.

This document has been prepared in Swedish and English language versions. In case of any inconsistency between the Swedish and English

versions of the document, the Swedish version shall prevail.

SEB Enskilda, Skandinaviska Enskilda Banken AB (publ) (“SEB Enskilda”) is financial advisor to Latour and SäkI in connection with the merger.

SEB Enskilda and handelsbanken Capital markets have rendered fairness opinions regarding the exchange ratio to the Boards of directors of

Latour and SäkI, respectively.

The Latour shares have not been and will not be registered under the uS Securities Act of 1933, as amended (the ”Securities Act”) or any of

the relevant securities laws of any state or other jurisdiction of the united States. neither the uS Securities and Exchange Commission nor any uS

State securities commission has approved of the Latour shares or determined if this document is accurate or complete. Any representation to the

contrary is a criminal offence in the united States only pursuant to an exemption from the registration requirements of the Securities Act. The

Latour shares will be offered in the united States only pursuant to an exemption from the registration requirements of the Securities Act. The

Latour shares may not be offered or sold in the united States except pursuant to an exemption from the Securities Act or in a transaction not

subject to the registration requirements of the Securities Act.

This merger relates to securities of a Swedish company. The merger is subject to disclosure requirements of the kingdom of Sweden which are

different from those of the united States. Financial statements included in the document, if any, have been prepared in accordance with Swedish

standards that may not be comparable to the financial statements of united States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located

in non-uS jurisdiction, and some or all of its officers and directors may be residents of non-uS jurisdictions. You may not be able to sue a non-uS

company or its officers or directors in a non-uS court for the violations of the uS securities laws. It may be difficult to compel a non-uS company

and its affiliates to subject themselves to a uS court’s judgment.

This document includes”forward-looking statements” relating to Latour that are subject to risks and uncertainties, including those pertaining

to the anticipated benefits to be realised from the proposed merger. Factors that could cause Latour’s actual results, performance or achievements

to differ materially from those described in this document include the inability to obtain necessary regulatory approvals or to obtain them on

acceptable terms; the inability to successfully integrate Latour and SäkI or to realise synergies from such integration; and the economic environ-

ment of the industries in which Latour and SäkI operate. For additional information identifying further economic currency, regulatory, competitive

and important factors that could cause Latour’s actual results to differ materially from those anticipated, see the section “risk factors”.

This document does not imply that Latour and SäkI has committed to revise “forward-looking statements” more than what is called for

according to applicable laws or applicable stock market regulations, if and when such circumstances occur which result in a change in the state of

conditions to when this information was presented.

The merger in brief

• Latour and SäkI have agreed on a merger pursuant to the Swedish Companies Act with Latour as the absorbing entity

• For each share held in SäkI, 0.57 new shares of Series B in Latour are obtained, meaning shareholders in SäkI will receive 57 shares new shares

of Series B in Latour for every 100 shares held in SäkI

• Annual General meetings in Latour and SäkI to decide on the merger will take place on may 12, 2011 and may 9, 2011, respectively

• The merger is expected to be completed in January 2010

InFormAT Ion To ThE ShArEhoLdErS oF InvESTmEnTAk T IEBoL AGET L ATour (puBL ) And Säk I AB (puBL ) rEGArd InG ThE mErGEr oF ThE CompAn IES 1

Table of contents

1. Summary 2The merger in brief 2The merged entity in brief 3

risk factors 5

2. Risk factors 6

3. The merger 9Background and reasons 9responsibility of the Boards of directors 11method for determining the exchange ratio 12Statement from the Board of directors of Latour 13

Statement from the Board of directors of SäkI 14Approval and implementation of the merger 15merger terms and instructions 16What will happen with your shares? 19Fairness opinion by SEB Enskilda 20Fairness opinion by handelsbanken Capital markets 22

4. The merged entity 24Business concept 24overview of the portfolio companies 25pro forma ownership structure 33Board of directors, management and auditors 34pro forma financial statements 35other financial information for the merged entity 41

5. Additional information on Latour 42Business overview 43history 44Financial information 46Comments to the financial development 51Capital structure and other financial information 56Share capital and ownership 62Information about Latour’s current management, directors and auditors 65Legal issues and other additional information 70Articles of Association 72

6. Additional information on SäkI 74Business overview 74Financial information 75Comments to the financial development 78Information about SäkI’s current management, directors and auditors 80

7. Other 82Swedish tax consequences 82other 84Contact details 85

8. Merger plan 86merger plan 86Auditors’ statement regarding merger plan according to Chapter 23 Section 11

of the Swedish Companies Act (2005:551)

91

2 InFormAT Ion To ThE ShArEhoLdErS oF InvESTmEnTAk T IEBoL AGET L ATour (puBL ) And Säk I AB (puBL ) rEGArd InG ThE mErGEr oF ThE CompAn IES

SummArY

The summary shall be viewed as an introduction to the information document. Each decision to invest or not to invest should be based upon the information document in its full. An investor who decides to prosecute in a court of law with regards to the information presented in this information document may be charged with the translation costs of the information document. A person may be held accountable for the information included or excluded in the summary or a translation of it only if the summary or the translation is misleading or inaccurate in relation to the remaining parts of the information document.

On March 17, 2011, the Boards of Directors of Latour and SäkI announced a merger of the two companies. The Boards of Directors have unanimously decided on the form of the merger in a joint merger plan. The merger will be implemented by Latour absorbing SäkI. The exchange ratio means that 100 shares in SäkI entitle the holder to 57 new shares of Series B in Latour.

Summary

The merger in briefBackground and reasonsLatour and SäkI have ownership positions mainly in the

same companies, including ASSA ABLoY, Fagerhult,

Loomis, niscayah and Securitas. At the same time, the

ownership structures of Latour and SäkI coincide to a large

extent and the companies have a common view on the

creation of shareholder value through an active contribution

to the development of the portfolio companies. SäkI was

created in 1997 through a distribution of shares to the

shareholders in Latour according to Lex Asea. The demerger

was the result of tax legislation demands on a diversified

portfolio, which is no longer a relevant limitation due to the

increase in other holdings with regards to number and

value.

one of the reasons behind the merger is to simplify and

concentrate the ownership structure in the companies and

enhance the transparency towards the market. Today, the

largest shareholder in Latour, Gustaf douglas with family

and companies, is also the largest shareholder in SäkI.

Through the merger, potential risks for conflicts of interest in

connection with transactions or new investments in potential

portfolio companies are limited.

Concurrently, the merger leads to a more concentrated

ownership in a number of core investments, which enhances

the transparency towards the capital market and creates a

clearer ownership structure in these portfolio companies.

Larger and stronger company

The merger will increase Latour’s net asset value with

SEk 4.7 bn as at december 31, 2010 or approximately 23

per cent. The net asset value after the transaction amounts

to approximately SEk 25 bn. The merged entity will thus

become a larger and stronger participant in the market with

enhanced investment opportunities and an increased finan-

cial stability.

The merger is estimated to lead to certain cost synergies,

such as lower costs for listing, accounting, advisors, employ-

ees and other costs associated with the parent companies.

Concurrently, the investment and business development

operations can be strengthened without an increase in

administrative expenses in relative terms.

Capital market motives

With a combined market value of approximately SEk 20 bn,

as at march 16, 20111), and a tangible logic for the merger,

the new group offers an attractive investment alternative.

The merger will create a company with a larger market val-

ue which is expected to result in an increased interest from

a broader base of equity analysts and investors. The merged

entity’s shares will continue to trade on nASdAQ omX

Stockholm, Large Cap. Initially, the merged entity will have

approximately 12,800 shareholders.

Based on the above, the Boards of directors of Latour

and SäkI believe that a merger between the two companies

will create a stronger position in the capital market and lead

to benefits for the companies and their shareholders.

Exchange ratioIn determining a fair exchange ratio for both Latour’s and

SäkI’s shareholders, the Boards of directors of the two com-

panies have taken a number of factors into consideration.

The Boards of directors have primarily considered the com-

panies’ net asset values as well as share prices, which have

been measured at multiple instances.

1) The sum of the market values for Latour and SäkI as at march 16, 2011, which was the last day prior to the announcement of the merger.


SummArY

Shares in SäkI will be exchanged for new shares in Latour.

Each share in SäkI will be exchanged for 0.57 new shares of

Series B in Latour. A shareholder in SäkI who has 100 shares

will thus receive 57 new shares of Series B in Latour.

Approval and implementationThe merger between Latour and SäkI will be implemented

as a statutory merger in accordance with the Swedish

Companies Act, by Latour absorbing SäkI.

If the merger is approved by Latour’s and SäkI’s Annual

General meetings, shareholders in SäkI will, without further

action, receive newly issued shares in Latour.

Annual General meetings of SäkI and Latour will be held

on may 9, 2011 in Stockholm and may 12, 2011 in Gothen-

burg, respectively, to decide on the approval of the merger

plan. The Annual General meeting of Latour will also

resolve on the issue of merger consideration, amendment

of the Articles of Association and appointment of a new

Board of directors.

The last day of trading in SäkI shares is expected to be

July 1, 2011 and the first day of trading in the shares issued

by Latour is expected to be July 8, 2011.

The merged entity in brief Business conceptLatour’s business concept to invest in sound companies with

strong development potential and good prospects for the

future will remain unchanged.

The long-term goal of the business is to create growth

and add value to the holdings through active ownership.

Essential characteristics for the businesses included in the

wholly-owned operations are that they are mainly compa-

nies with own products and with strong potential for inter-

nationalisation.

The objective for the investment portfolio is to invest in

companies, which in the long-term perspective are deemed

to have the best prerequisites for growth and good profita-

bility. ownership should amount to at least 10 per cent of

the votes in order to be able to employ active ownership.

Financial goalsThe company’s objective implies that the industrial and trad-

ing operations should, over time, have an average annual

growth rate of at least 10 per cent, an operating margin

exceeding 10 per cent of net sales as well as a return on

operating capital exceeding 20 per cent.

The new entity’s maximum leverage level for the wholly-

owned operations is a net debt to EBITdA not exceeding

2.5 x (measured as three year historical average earnings).

net debt for the investment portfolio should under normal

circumstances not amount to more than 10 per cent of the

market value of the investment portfolio.

OrganisationThe parent company of the group will be Latour with regis-

tered office in Gothenburg. The name of the new company

is proposed to remain Investmentaktiebolaget Latour (publ).

Portfolio companiesThe merged entity will, post-merger, have a balanced port-

folio of listed and unlisted holdings. The largest holdings in

the portfolio will consist of ASSA ABLoY, Securitas and

Swegon. The merged entity will, in addition, have a signifi-

cant ownership stake in the listed companies Fagerhult,

hmS networks, Loomis, nederman, niscayah Group, nobia

and Sweco. The unlisted holdings include, in addition to

Swegon, the wholly-owned companies hultafors Group,

Latour Industries and Specma Group as well as the partly-

owned holdings Academic Work and oxeon.


SummArY

The merged entity’s net asset value

The merged entity’s net asset value as at december 31, 2010 is reported below.

Amounts in SEK m Capital (%) Votes (%) Net Asset Value

Unlisted holdings

Wholly-owned companies

hultafors Group 100.0% 100.0% 1,716–2,145

Latour Industries 100.0% 100.0%

– Engineering Technology 100.0% 100.0% 2,281–3,111

– machinery Trading/ machinery Accessories

100.0% 100.0% 409–572

Specma Group 100.0% 100.0%

– Autotube1) 100.0% 100.0% 143–214

– Specma hydraulic 100.0% 100.0% 636–848

Swegon 100.0% 100.0% 3,459–4,381

Partly-owned companies

Academic Work 20.0% 20.0% 260

oxeon 31.6% 31.6% 32

Total, unlisted holdings 8,936–11,563

Investment portfolio

ASSA ABLoY 9.6% 29.7% 6,664

Fagerhult 47.6% 47.6% 962

hmS networks 16.6% 16.6% 199

Loomis 10.3% 29.2% 758

nederman 27.1% 27.1% 309

niscayah Group 11.3% 29.9% 565

nobia 13.2% 13.2% 1,326

Securitas 10.9% 29.6% 3,125

Sweco 31.9% 22.8% 1,682

Total, investment portfolio 15,590

other assets 45

net debt for the Group –607

Total, net asset value 23,964–26,591

The table refers to market value and ownership as at december 31, 2010.

1) Since december 31, 2010, Autotube has been divested.

Board of Directors, management and auditorsJan Svensson, the current Chief Executive officer, is intend-

ed to remain as Chief Executive officer and the current

Chief Financial officer, Anders mörck, will remain as Chief

Financial officer.

The current Chairman of the Board of Latour, Fredrik

palmstierna, has been proposed as the Chairman of the

Board of the merged entity. In addition to Fredrik palmstier-

na, Jan Svensson, Anders Böös, Carl douglas, Elisabeth

douglas, Caroline af ugglas and Eric douglas will be pro-

posed for re-election and mariana Burenstam Linder and

Anders G. Carlberg for new election. Öhrlings pricewater-

houseCoopers AB with auditor in charge helén olsson

Svärdström has been proposed as the principal auditor for

the merged entity.


SummArY

Larger shareholders and related party transactionsThe largest current shareholder in Latour and SäkI, Gustaf

douglas with family and companies, will continue to be the

largest shareholder with approximately 77.6 per cent of the

merged entity’s capital and 79.9 per cent of the entity’s

votes.

Latour’s largest shareholders, the douglas family, are

represented in the Boards of directors. As members of the

Boards of directors, the douglas family have received remu-

neration for services on Latour’s and SäkI’s Boards of direc-

tors. For information regarding related party transactions,

please refer to “Additional information on Latour” in the

section “Legal issues and other additional information”.

Statement regarding working capitalLatour considers the current working capital sufficient for

the present needs of Latour for the forthcoming twelve

months.

Financial advisorLatour and SäkI have jointly appointed SEB Enskilda as their

financial advisor.

Risk factorsLatour’s, SäkI’s and the merged entity’s operations and own-

ership shares in the merged entity are associated with risks

associated with the industry and the market, listed and

unlisted holdings, the global capital markets, currency risk,

financing risk, interest rate risk, credit risk, risks associated

with the merger, failure of the merger, risks associated with

taxes, stock market risks and volatility, dividends, substantial

sales of the new Latour’s shares by its major shareholders

and risks associated with significant influence from larger

owners. mentioned risks are only a summary of the risks

described in the section “risk factors”. The omission or

inclusion of a risk is not an indication of its importance.

The,Group 2010 2009 2008

net sales (SEk m) 5,991 5,440 7,071

operating result (SEk m) 620 296 671

result from participation in associated companies (SEk m) 228 242 142

result from portfolio management (SEk m) 78 189 843

result after financial items (SEk m) 872 664 1,590

return on equity (%) 6% 6% 16%

return on assets (%) 6% 6% 14%

Equity/asset ratio (%) 83% 81% 73%

Adjusted equity/asset ratio1) (%) 85% 82% 75%

Per share ratios

Share price2) (SEk) 125 99 62

Equity (SEk) 94 76 60

profit after tax3) (SEk) 5.37 4.21 11.14

dividend (SEk) 3.754), 2.75 3.75

dividend yield (%) 3.0%4) 2.8% 6.0%

Financial development for Latour in summary

1) Including surplus values in associated holdings.2) As at december 31.3) Based on average number of outstanding shares.4) refers to proposed dividend.


rISk FACTorS

A number of factors affect and may affect the operations of Latour, SäkI and the merged entity. There are risks regarding circumstances that are directly linked to Latour, SäkI and the merged entity and circumstances which are not directly linked with Latour, SäkI and the merged entity but which affect the industries where Latour and SäkI operate and where the merged entity will operate. Below is a general outline of certain risk factors which, in the view of Latour’s and SäkI’s Board of Directors, may be of significance for Latour, SäkI and the merged entity or an investment in the merged entity’s shares. The risk factors are not presented in any order of priority, nor is the outline exhaustive, but the Boards of Directors of Latour and SäkI consider these risks to be the most relevant risks. This means that there is a great number of other risks which could affect Latour’s, SäkI’s and the merged entity’s operation to a lesser or greater degree. In addition to the risk factors mentioned below and other inherent risks, the reader is also advised to pay close attention to the rest of the information in this document. There are also underlying risks in the portfolio companies that cannot be described in detail in this document but a comprehensive evaluation must also include the other information in this document, the annual reports and financial reports of the portfolio companies and a general assessment of the global situation.

risk factors

Risks associated with the industry and the marketGeneral risks associated with the industry

Latour is a mixed investment company listed on nASdAQ

omX Stockholm with primary focus on long-term owner-

ship of listed and unlisted companies. SäkI is a listed holding

company with interests mainly in listed companies, which

makes SäkI dependent on market developments. This

means that the merged entity will have a diversified invest-

ment portfolio with listed as well as unlisted companies. The

merged entity will continue to make investments in both

listed and unlisted companies. The development of the

portfolio companies will greatly affect the development of

the merged entity. Investment operations as will be con-

ducted by the merged entity are in the sense that a change

in growth or profitability might result in a lower valuation of

the companies and thus have a negative effect on the share

price of the merged entity. This means that the primary

business risk of the merged entity lies in its own invest-

ments. Also, there is a risk that the merged entity’s portfolio

companies not will generate returns in line with previous

returns generated to date or current expectations which

could have a negative effect on the merged entity’s busi-

ness, result of operations and financial condition.

The merged entity will be active on markets that might

be subject to increased competition with regard to invest-

ment opportunities. Thus, in the future, a greater number

of investors might compete with the merged entity for the

types of investments that the merged entity intends to do.

There is risk that such competition would have a negative

effect on the merged entity’s return on its investments.

Specific risks associated with listed holdings

Changed demands from the market regarding profitability,

changed interest levels or inflation may affect the valuation

of the listed holdings and thus also the valuation of the

merged entity. The merged entity may be negatively affect-

ed if insufficient liquidity prevents disposal of the listed

shares on market terms. It cannot be guaranteed, however,

that the merged entity could not get into such a situation.

Specific risks associated with unlisted holdings

Acquisitions and sales of unlisted holdings will be a natural

element of the operation of the merged entity. All acquisi-

tions and sales are associated with uncertainty. The merged

entity may have to sell parts of its unlisted holdings at less

than its maximum value or at a loss, and the merged entity

may also fail to sell its holdings in an unlisted portfolio com-

pany. If the merged entity disposes all or parts of an invest-

ment in an unlisted portfolio company, the merged entity

may receive less than the potential value of such parts, and

the merged entity may receive less than the amount invest-

ed. unlisted holdings often involve a higher liquidity risk,

since such shares are not traded on established markets.

Although the assessment is that there will be opportunities

for profitable acquisitions for the merged entity in the

future, there are also no assurances that such opportunities

will ever arise or that, if they arise, the merged entity will

have available funds to complete such acquisitions.

The global capital markets

difficult conditions in the global capital markets and the

economy in general may affect the merged entity’s results


rISk FACTorS

of its operations. Factors such as consumer spending, busi-

ness investments, government spending, inflation and the

volatility and strength of the capital markets all affect the

conditions to complete transactions and, ultimately, the

profitability of the merged entity’s business. In an economic

downturn characterised by higher unemployment, lower

family income, lower corporate earnings, lower business

investments and lower consumer spending, the merged

entity’s business may be negatively affected. Adverse

changes in the economy could affect earnings negatively

and could have a material adverse effect on the merged

entity’s business, operating result and financial condition.

The financial crisis can also result in legislative and regulato-

ry actions. neither Latour nor SäkI can predict whether or

when such actions may occur or what impact, if any, such

actions could have on the merged entity’s business, operat-

ing result and financial condition.

Risks associated with the financial marketsCurrency risks

Latour’s operations are exposed to currency risk in the form

of exchange rate fluctuations. The Group’s currency risk

includes transaction risk, relating to the buying and selling

of foreign currency as well as conversion risk, relating to the

net investments in foreign subsidiaries and exchange rate

fluctuations when the foreign subsidiaries results are con-

verted to Swedish kronor. negative changes in exchange

rates could thus have a negative effect on the Group’s busi-

ness, financial position and result.

Financing risk

The Group’s financial net debt, not including holdings in

shares and other securities, as at december 31, 2010

amounted to SEk 285 m. most of the Group’s loans are

made in Swedish krona with a term shorter than one year.

To credits with a term longer than one year, a financial

covenant has been agreed, meaning that the net loan debt

cannot exceed a predetermined level in relation to the listed

market value of the Group’s listed securities. It cannot be

guaranteed that Latour will not breach such commitments

due to, for example, the general economic situation or dis-

turbances in the capital and credit markets. If Latour

becomes in breach in relation to these covenants the rele-

vant credit can be terminated by the creditor with the risk of

a negative effect on Latour’s financial condition and result.

Interest rate risk

Latour’s financing sources primarily consists of cash flow

from the ongoing operations and portfolio management as

well as borrowing. The borrowing is interest bearing, which

means that the Group is exposed to an interest rate risk. The

interest rate risk means that changes in interest rates can

have a negative effect on the Group’s net interest and/or

cash flow.

Credit risk

Latour is exposed to credit risks. These primarily consist of

outstanding customer credits. Losses on customer credits

arise when customers are declared bankrupt or otherwise

fail to follow through on their payment commitments. If

Latour’s actions to minimise interest and credit risks are

inadequate, Latour’s financial position and result could be

negatively affected.

Risks associated with the mergerThe merger may affect the management’s focus during the

merger process, in a manner which may have a negative

effect on the merged entity’s ability to achieve the gains

expected from the merger.

Failure of the merger

Both Latour and SäkI risk negative consequences if the

merger is not consummated. For example, the price of both

companies’ shares may fall dramatically. A large portion of

the costs associated with the merger must be paid irrespec-

tive of whether the merger is consummated. Furthermore,

the existing and future employees of Latour, SäkI and the

merged entity may experience uncertainty in relation to the

integration of the two companies and choose to terminate

their relationship. Such terminated relationships may

present obstacles in the integration of the two companies

and, if the merger is not consummated, it may have a nega-

tive effect on Latour’s and SäkI’s operations.

Risks associated with the sharesTax risk

A number of the merged entity’s holdings, wholly-owned as

well as listed companies, have various levels of international

links and can therefore be subject to tax audit and taxation

in these countries. The Group and its portfolio companies

conduct its respective business calculating its respective tax


rISk FACTorS

costs in accordance with interpretations of tax law and

requirements from authorities, as applicable from time to

time. There is, however, no assurance that interpretations of

tax law and rules have been or will be correct or that such

acts or rules will not be amended. There is a risk that deci-

sions from relevant authorities may have negative tax conse-

quences for the Group thereby having a negative effect,

directly or indirectly, on the merged entity’s financial posi-

tion, result and/or cash flow.

Stock market risks and volatility

In addition to the merged entity’s performance, the share

price is dependent on a number of factors that the merged

entity cannot influence. Such factors may include the eco-

nomic climate, the general stock market climate, market

interest rates, capital flows, political uncertainties or market

behaviours as well as changed perceptions on the market

with regard to the merged entity’s activities, future pros-

pects, financing or this merger. Consequently, it cannot be

ruled out that an investor may make a loss upon divestment

of shares. Stock markets in general have experienced signifi-

cant price and volume volatility over the past year.

In addition to the risk factors discussed above, the price

and trading volume of the shares of the merged entity may

be affected by:●● factors beyond the merged entity’s control, such as reg-

ulatory changes having a negative effect on the merged

entity’s operations;●● the success or failure of the merged entity’s operating

strategies and its perceived prospects; ●● actual or anticipated changes in the merged entity’s

financial condition or results;●● the announcement of strategic developments, acquisi-

tions or other material events by the merged entity or its

competitors;●● changes in the global financial markets and global

economies and changes in general market conditions,

such as interest rates, foreign exchange or stock

exchange rates and the value of financial assets;●● the level of the merged entity’s debt;●● future proceeds and new issues of shares; and●● changes in, or the merged entity’s failure to meet, secu-

rities analysts expectations.

Dividends

The payment of dividends in the future will depend, among

other things, upon the merged entity’s performance, finan-

cial position, financing and the expected capital needs of

the merged entity. In deciding whether to propose divi-

dends, the Board of directors of the merged entity will also

take into consideration contractual and legal restrictions on

the payment of dividends and such other factors as the

Board of directors may deem relevant. There can be no

assurances that the merged entity will generate sufficient

earnings to allow it to pay dividends and, if it does, the

General meeting may elect to reinvest instead of paying

dividends.

Sales of shares by major shareholders

If the merged entity’s major shareholders sell a considerable

quantity of its shares in or off the public market, or if the

market believes such sales may occur, the merged entity’s

share price could be negatively affected. none of Latour’s

major shareholders is subject to any contractual obligation to

maintain its share ownership, and, consequently, there can

be no assurances that major shareholders will maintain their

current ownership in the merged entity following the merger.

Owners with significant influence

Gustaf douglas with family and companies is the major

shareholder in both Latour and SäkI with approximately 77.1

per cent of the equity capital in Latour and 79.9 per cent of

the voting capital in Latour as well as 79.9 per cent of the

equity and voting capital in SäkI. Gustaf douglas is also a

member of SäkI’s Board of directors. Furthermore, Carl

douglas, the son of Gustaf, is a member of the Boards of

directors in both Latour and SäkI. Eric douglas, also the son

of Gustaf, and Elisabeth douglas, married to Gustaf, are

both members of the Board of directors in Latour. Following

the merger, Gustaf douglas with family and companies will

hold approximately 77.6 per cent of the merged entity’s

equity capital and 79.9 per cent of its voting capital. This

means that Gustaf douglas with family and companies, fol-

lowing the merger, will be able to practice influence over the

merged entity and on General meetings in the merged enti-

ty. As a result of the major owners’ influence, there is a risk

that the merged entity’s shares may become illiquid and

there is no assurance that the merged entity’s major owner

may not have interests that deviate from other shareholders’.


ThE mErGEr

This section should be read in conjunction with the merger plan and auditor’s statement thereon included in this document.

On March 17, 2011, the Boards of Directors of Latour and SäkI announced a merger of the two companies. The Boards have unanimously decided upon the form of the merger in a joint merger plan. The merger plan will be implemented by Latour absorbing SäkI. The exchange ratio means that 100 shares in SäkI entitle the holder to 57 new shares of Series B in Latour.

The merger

Background and reasonsGreater transparency in ownershipToday, Latour and SäkI have ownership positions mainly in

the same companies, including ASSA ABLoY, Fagerhult,

Loomis, niscayah and Securitas. At the same time, the

ownership structures of Latour and SäkI coincide to a large

extent and the companies have a common view on the crea-

tion of shareholder value through an active contribution to

the development of the portfolio companies. SäkI was creat-

ed in 1997 through a distribution of shares to the sharehold-

ers in Latour according to Lex Asea. The demerger was the

result of tax legislation demands on a diversified portfolio,

which is no longer a relevant limitation due to the increase

in other holdings with regards to number and value.

one of the reasons behind the merger is to simplify and

concentrate ownership structure in the companies and

enhance the transparency towards the market. Today, the

largest shareholder in Latour, Gustaf douglas with family

and companies, is also the largest shareholder in SäkI.

Through the merger, potential risks for conflicts of interest

in connection with transactions or new investments in

potential portfolio companies are limited.

Concurrently, the merger leads to a more concentrated

ownership in a number of core investments, which

enhances transparency towards the capital market and cre-

ates a clearer ownership structure in these portfolio compa-

nies.

Costs related to the merger are expected to amount to

approximately SEk 10 m, which corresponds to 0.04 per

cent of the merged entity’s net asset value.

The merger is conditional upon an issue of 28,500,000

new shares of Series B in Latour which will increase Latour’s

share capital by approximately SEk 24 m, corresponding to

a dilution of 21.7 per cent of share capital and 11.9 per cent

of votes prior to the issue of new shares.

The merger process is expected to be completed at the

beginning of July 2011, at the earliest.

Larger and stronger companyThe merger will increase Latour’s net asset value with SEk

4.7 bn or approximately 23 per cent. The net asset value

after the transaction amounts to approximately SEk 25 bn1).

The merged entity will thus become a larger and stronger

participant in the market with enhanced investment oppor-

tunities and an increased financial stability.

The merger is estimated to lead to certain cost synergies,

such as lower costs for listing, accounting, advisors, employ-

ees and other costs associated with the parent companies.

Concurrently, the investment and business development

operations can be strengthened without an increase in

administrative expenses in relative terms.

Capital market motivesWith a combined market value of approximately SEk 20 bn2)

and a tangible logic for the merger, the new Group offers

an attractive investment alternative. The merger will create

a company with a larger market value, which is expected to

result in an increased interest from a broader base of equity

analysts and investors. The merged entity’s shares will con-

tinue to trade on nasdaq omX Stockholm, Large Cap.

Initially, the merged entity will have approximately 12,800

shareholders.

Based on the above, the Boards of directors of Latour

and SäkI believe that a merger between the two companies

will create a larger critical mass and a stronger position in

the capital market as well as lead to benefits for the compa-

nies and their shareholders.

1) As at december 31, 2010 and based on mid-point of the net asset value intervals reported by Latour.2) The sum of market values for Latour and SäkI as at march 16, 2011, which was the last day prior to the announcement of the merger.


ThE mErGEr

Choice of merger as combination methodThe Boards of directors of Latour and SäkI are of the opin-

ion that the combination between the companies should be

implemented by means of a statutory, whereby the compa-

nies’ shareholders are given the opportunity to approve the

merger at their respective shareholders’ meetings. The

Boards of directors are of the opinion that a statutory merg-

er is an appropriate method for merging the two compa-

nies, as the intention is that the terms of the merger should

not generally imply any transfer of value between the com-

panies or between the companies’ shareholder groups.

Both Boards of directors are actively participating in the

merger process.

The merger is implemented with Latour as the acquiring

company and SäkI being absorbed by Latour.


ThE mErGEr

Responsibility of the Boards of DirectorsThis information material has been prepared by the Boards of directors of Latour and SäkI as a basis for the

resolutions at the Annual General meetings which are expected to be held on may 12, 2011 and may 9, 2011,

respectively. The Board of directors of Latour is responsible for the sections “Statement from the Board of

directors of Latour”, “Additional information on Latour” and Latour’s annual reports for financial years 2008,

2009 and 2010 which are incorporated by reference. The Board of directors of SäkI is responsible for the sec-

tions “Statement from the Board of directors of SäkI”, “Additional information on SäkI” and SäkI’s annual

reports for the financial year 2010 which are incorporated by reference. The Boards of directors of Latour and

SäkI are jointly responsible for the remaining contents of this information document.

The Boards of directors of Latour and SäkI hereby provide assurance that all reasonable care, according to

the division of responsibilities above, has been taken to ensure that the information contained in this informa-

tion document is, as far as the Boards of directors know, true and that nothing has been omitted that could

affect its meaning.

Gothenburg and Stockholm April 20, 2011

Investmentaktiebolaget Latour (publ) SäkI AB (publ)

The Board of directors The Board of directors


ThE mErGEr

Method for determining the exchange ratioIn determining a fair exchange ratio for both Latour’s and SäkI’s shareholders, the Boards of directors of the

two companies have taken a number of factors into consideration. The Boards of directors have primarily

considered net asset values of Latour and SäkI calculated according to the companies’ ordinary methods for

this (valuations of the underlying portfolio companies based on share prices for the listed companies and com-

parable valuation methods for the unlisted portfolio companies, valuations of other assets and available net

cash for each respective group), as well as the share prices of Latour and SäkI. Further, as support for their

respective judgments of the net asset value, the Boards of directors have received valuations of the companies’

assets through, inter alia, discounted cash flow analyses, rate of return analyses and comparable valuation

methods regarding the unlisted portfolio companies. The exchange ratio has been adjusted with regards to the

proposed dividend in Latour of SEk 3.75 per share and in SäkI of SEk 3.00 per share.

The Boards of directors of Latour and SäkI view the merger as beneficial for both companies and their

respective shareholders. Supported by expert fairness opinions, both Boards of directors believe that the

exchange ratio is fair.

The Board of directors of Latour has commissioned a so called fairness opinion on the exchange ratio from

SEB Enskilda and the Board of directors of SäkI has commissioned a fairness opinion from handelsbanken

Capital markets. In its opinion, SEB Enskilda concludes that the exchange ratio is fair for Latour’s shareholders

from a financial point of view. handelsbanken Capital markets concludes in its opinion for SäkI’s Board of

directors that the exchange ratio is fair for SäkI’s shareholders from a financial point of view.

The exchange ratio does not imply any significant transfer of value between the companies’ shareholder

groups based on estimated net asset values of Latour and SäkI. Based on the volume-weighted average share

price of Latour during the last 10 trading days up to and including march 16, 2011 which was the last day prior

to the announcement of the merger, the exchange ratio corresponds to a premium of 3.4 per cent relative to

the volume-weighted average share price during the last 10 trading days in SäkI as at march 16, 2011. Based

on last the closing price in Latour on march 16, 2011, the exchange ratio corresponds to a discount of 1.6 per

cent relative to last closing price in SäkI as at march 16, 2011.1)

Exchange ratioShares in SäkI will be exchanged for new shares in Latour. Each share in SäkI will be exchanged for 0.57 new

shares of Series B in Latour. A shareholder in SäkI who has 100 shares will thus receive 57 new shares of Series

B in Latour.

1) In calculation of premium and discount based on share prices and net asset value adjustments for proposed dividends of SEk 3.75 per share in Latour and SEk 3.00 per share in SäkI have been made.


ThE mErGEr

Statement from the Board of Directors of Latour The Board of directors of Latour has, prior to preparing a joint merger plan with SäkI, thoroughly evaluated the

effects of a merger with SäkI.

Latour’s Board of directors are of the opinion that the merger is based on a tangible logic, which in turn is

based on a common history, similar operations and a common view on portfolio management and ownership

structure. A merger simplifies the ownership structure in the companies and makes it more transparent

towards the financial markets. The merged entity will be a larger and stronger player on the market with

improved opportunities of investment and an increased financial stability. In addition, the merger will create an

attractive investment alternative for the capital market.

The Board of directors of Latour has taken into consideration a number of factors to determine a fair

exchange ratio. The Board of directors of Latour has considered the companies’ net asset values and the com-

panies’ market values, based on valuations of the underlying portfolio companies (including share prices for

listed companies), other assets and available net cash for each respective Group.

Latour’s Board of directors commissioned a fairness opinion on the exchange ratio from SEB Enskilda. In its

written opinion, dated march 16, 2011, SEB Enskilda stated that the exchange ratio is fair for Latour’s share-

holders from a financial point of view. The opinion from SEB Enskilda is presented in the information document

in the section “Fairness opinion by SEB Enskilda”.

on the basis of the above, the Board of directors of Latour considers the exchange ratio, where each share

in SäkI is exchanged for 0.57 new shares of Series B in Latour, to be fair.

Accordingly, Latour’s Board of directors unanimously recommends that Latour’s shareholders, at Latour’s

Annual General meeting on may 12, 2011, approve the merger plan prepared by the Boards of directors of

Latour and SäkI, which stipulates a merger of Latour and SäkI with Latour as the acquiring company, absorbing

SäkI as the company to be dissolved, and to resolve in accordance with the Board of directors’ proposal on the

issue of merger consideration, amendments to the Articles of Association and appointment of the Board of

directors of the merged entity.

Gothenburg April 20, 2011

Investmentaktiebolaget Latour (publ)

Board of directors


ThE mErGEr

Statement from the Board of Directors of SäkI The Board of directors of SäkI has, prior to preparing a joint merger plan with Latour, thoroughly evaluated the

effects of a merger with Latour.

SäkI’s Board of directors are of the opinion that the merger is based on a tangible logic, which in turn is

based on a common history, similar operations and a common view on portfolio management and ownership

structure. A merger simplifies the ownership structure in the companies and makes it more transparent

towards the financial markets. The merged entity will be a larger and stronger player on the market with

improved opportunities of investment and an increased financial stability. In addition, the merger will create an

attractive investment alternative for the capital market.

The Board of directors of SäkI has taken into consideration a number of factors to determine a fair exchange

ratio. The Board of directors of SäkI has considered the companies’ net asset values and the companies’ mar-

ket values, based on valuations of the underlying portfolio companies (including share prices for listed compa-

nies), other assets and available net cash for each respective Group.

SäkI’s Board of directors commissioned a fairness opinion on the exchange ratio from handelsbanken

Capital markets. In its written opinion, dated march 16, 2011, handelsbanken Capital markets stated that the

exchange ratio is fair for SäkI’s shareholders from a financial point of view. The opinion from handelsbanken

Capital markets is presented in the information document in the section “Fairness opinion from handels-

banken Capital markets”.

on the basis of the above, the Board of directors of SäkI considers that the exchange ratio where each share

in SäkI is exchanged for 0.57 new shares of Series B in Latour is fair.

Accordingly, SäkI’s Board of directors unanimously recommends that SäkI’s shareholders, at SäkI’s Annual

General meeting on may 9, 2011, approve the merger plan prepared by the Boards of directors of SäkI and

Latour, which stipulates a merger of SäkI and Latour with Latour as the acquiring company, absorbing SäkI as

the company to be dissolved.

Stockholm April 20, 2011

SäkI AB (publ)

Board of directors


ThE mErGEr

Approval and implementation of the merger Final decisions on the merger will be passed by a two-thirds

majority of votes cast as well as represented at the Annual

General meetings of Latour and SäkI, respectively. SäkI’s

Annual General meeting will be held on may 9, 2011 and

Latour’s Annual General meeting will be held on may 12,

2011. Latour’s Annual General meeting will also resolve the

appointment of new directors for the merged entity,

approval of amendments to the entity’s Articles of Associa-

tion required to effect the merger as well as resolve on the

issue of the merger consideration.

When the two Annual General meetings of SäkI and

Latour have approved the merger plan, certain creditor-

related procedures in accordance with the Swedish

Companies Act must be completed. These procedures

include, among other, the notification of SäkI’s known cred-

itors, in order to, among other, inform that the merger plan

has been actualised and that the SCro has called upon the

unknown creditors in SäkI. The merger process is scheduled

to be completed in the beginning of July 2011, at the

earliest. once the merger has been registered with the

Swedish Companies registration office (“SCro”), share-

holders in SäkI will, without further action, receive newly

issued shares in Latour. This means that the SäkI shares will

continue to be listed on nASdAQ omX Stockholm until the

merger has been registered.

The last day of trading in SäkI shares on nASdAQ omX

Stockholm is expected to be the day that falls three trading

days prior to SCro’s registration of the merger and the first

day of trading in the shares issued by Latour as merger

consideration is expected to be the two trading days follow-

ing the registration of the merger.

SäkI will be dissolved and its assets and liabilities trans-

ferred to Latour when SrCo registers the merger. This is

expected to occur, at the earliest, in the beginning of July

2011. The companies will, as early as possible, announce

the date on which SCro will register the merger.

The new shares in Latour that are issued as merger

consideration will entitle the holder’s to dividends for the

first time on the dividend record date that occurs following

the registration of the merger.

Indicative timetable

April 21, 2011 Information document available

May 3, 2011 record date for participation at SäkI’s Annual General meeting

May 5, 2011 Last day to register for SäkI’s Annual General meeting

May 6, 2011 record date for participation as well as last day to register for Latour’s Annual General meetingSupplementary information document published

May 9, 2011 Annual General meeting of SäkI

May 12, 2011 Annual General meeting of Latour

May 13, 2011 notification of SäkI’s known creditors

May 16, 2011 Application to SCro regarding the permission to implement the merger plan

May 23 – June 23, 2011 notice period for unknown creditors

June 27, 2011 SCro grants permission to implement the merger plan

July 1, 2011 Last day of trading in SäkI’s shares

July 6, 2011 SCro registers the merger and the issuing of new shares in Latour

July 8, 2011 new shares available in shareholders’ vp-accountsFirst day of trading in the shares of the merged entity on nasdaq omX Stockholm


ThE mErGEr

Merger terms and instructionsMerger termsMerger consideration

As stated in the merger plan, Latour shareholders receive

0.57 new shares of Series B in Latour for every share held in

SäkI. Thus, a shareholder in SäkI who holds 100 shares will

receive 57 new shares of Series B in Latour. Each Series B

share entitles the holder to one vote at the General meet-

ing. All shares have equal right to the merged entity’s profits

and assets.

Issue of the merger consideration

The merger is conditional upon Latour’s Annual General

meeting resolving on an issue of 28,500,000 new Series B

shares, each share with a quota value of approximately SEk

0.83, which shall constitute the merger consideration.

Latour’s share capital amounts to approximately SEk 110 m

and will, as a result of the merger, increase by approximately

SEk 24 m to approximately SEk 133 m, which corresponds

to an increase of 21.7 per cent of the share capital prior to

the issue of new shares. The dilution effect of 28,500,000

shares represents 17.8 per cent of the share capital and

10.6 per cent of the votes after the issue of new shares.

only whole shares in Latour will be paid to the share-

holders of SäkI. Latour and SäkI will assign SEB to combine

all fractions of Latour shares and on behalf of the share-

holders sell the shares on nasdaq omX Stockholm. The sale

shall occur as soon as possible following the registration of

the merger by SCro, after which the proceeds will be paid

to the relevant shareholders of SäkI.

Entitled to receive the merger consideration will be hold-

ers of shares in SäkI on the day that the merger is registered

with the SCro.

Costs

no commission is charged for the exchange of shares in

conjunction with the implementation of the merger.

Pre-merger undertakings1)

Latour and SäkI shall, during the period from this day and

until the day of the registration of the merger, carry on the

business of the respective company in the ordinary course

of business and shall not, without prior written consent of

the other party, take any of the following actions:

a) pay any dividend or other distribution to shareholders

other than the cash distribution or redemption amount

to Latour’s or SäkI’s shareholders of SEk 3.75 per share

and SEk 3.00 per share, respectively, amounting to SEk

491.3 m and SEk 150.0 m, respectively;

b) issue or create shares or securities (with the exception for

the issuance of shares which shall constitute the merger

consideration);

c) acquire, or agree to acquire or dispose of or agree to

dispose any material shareholdings, operations or assets;

or

d) enter into or amend any material contracts or other

arrangements or incur any material additional indebtness

other than in the ordinary course of business.

The parties undertake to take all necessary actions in order to

complete the merger on the terms set out in the merger plan.

Conditions for the merger

The completion of the merger is conditional upon:

1. that a shareholders’ meeting in Latour approves the

merger plan, resolves upon the consideration shares for

the merger, approves the changes in the Articles of

Association of Latour that are required for the merger

and appoints a new Board of directors;

2. that a shareholders’ meeting in SäkI approves the merger

plan

3. that all permits and approvals of the authorities that are

necessary for the merger have been obtained on terms

that are acceptable for Latour and SäkI, in the opinion of

each respective Board of directors;

4. that the merger is not in whole or in part made impossi-

ble or materially impeded as a result of legislation, court

rulings, decisions by public authorities or anything similar;

and

5. that the pre-merger undertakings made by Latour and

SäkI as set out in clauses (a) and (b) under the “pre-merg-

er undertakings” section are not breached before the day

of the registration of the merger and that the pre-merger

undertakings made by Latour and SäkI as set out in claus-

es (c) and (d) in the same section are not, before the day

of the registration of the merger, breached in any such

way which would result in a material adverse effect on

the merger or the merged entity created by the merger.

1) “material”, stated in actions (c) and (d) refers to shareholdings, assets or corresponding items with a value of at least SEk 500 m for Latour and at least SEk 200 m for SäkI.


ThE mErGEr

No need for further action to receive the merger

consideration

After Latour’s and SäkI’s Annual General meetings have

taken the decisions necessary to implement the merger, the

creditor related procedures have been finalised and the

SCro has registered the merger, all shares in SäkI will be

exchanged for newly issued shares in Latour without further

actions needed from the shareholders.

Merger execution, settlement of merger consideration

and impact on holdings in Latour and SäkI

The merger process is expected to be completed at the

beginning of July 2011, at the earliest. once the merger has

been registered, SäkI will be dissolved. Shareholders of SäkI

will, without further action, receive newly issued shares in

Latour. The shares in SäkI will be deregistered by Euroclear

Sweden AB (formerly vpC) (“Euroclear Sweden”) from each

holder’s vp-account and instead the new Latour shares will

be registered on the vp-account, which is expected to occur

not earlier than by the beginning of July 2011. A vp-state-

ment will be sent out to the shareholders and the shares in

SäkI will be delisted.

The shares in Latour will continue to be listed on

nASdAQ omX Stockholm, Large Cap. Shares in SäkI will

continue to be listed on nASdAQ omX Stockholm, mid

Cap until the merger has been registered.

Last day of trading of shares in SäkI

For technical reasons, the last day of trading of shares in

SäkI on nASdAQ omX Stockholm is July 1, 2011, which is

three trading days prior to the registration of the merger

which is expected to occur on July 6, 2011.

Right to postpone settlement of the consideration

Latour retains the right, in consultation with SäkI and in

accordance with the merger plan, to postpone the date

indicated above the settlement of the merger consideration,

but no longer than the 10th day after SCro’s registration of

the merger.

Trading in the new shares

Investmentaktiebolaget Latour (publ) is listed on nASdAQ

omX Stockholm, Large Cap. Trading in the new Latour’s

shares is scheduled to start by July 8, 2011, at the earliest.

Latour’s nASdAQ omX Stockholm current ticker will con-

tinue to be LATo B. The ISIn code for the share is

SE0000106320.

Dividends for the new shares

The newly issued shares in Latour, issued as merger consid-

eration, will carry entitlement to dividend for the first time

on the dividend record date that occurs following the regis-

tration of the merger by SCro.

Instructions and registration for General MeetingsAnnual General Meeting of Latour

The Annual General meeting (“AGm”) of Latour will be

held on Thursday may 12, 2011 at 5 p.m. at radisson Blu

Scandinavia hotel, Södra hamngatan 59 in Gothenburg.

Shareholders who wish to attend the AGm shall have their

names in the register of shareholders maintained by

Euroclear Sweden on Friday may 6, 2011, and notify the

company of their intention to participate by no later than

3 p.m. on Friday may 6, 2011. notice of attendance at the

AGm shall be made in writing to Investmentaktiebolaget

Latour, Box 336, 401 25 Gothenburg, or on the company’s

website www.latour.se or by telephone +46 31 89 17 90.

When giving notice of participation, the shareholders must

state their name, personal identification number or corpo-

rate identity number, shareholding, address, telephone

number as well as potential assistants. Shareholders whose

shares are registered in the names of nominees must tem-

porarily re-register the shares in their own name in order to

be entitled to participate. Such re-registration must be car-

ried into effect by Euroclear Sweden no later than Friday

may 6, 2011, wherefore the shareholder must well in

advance to this date notify the nominees. Shareholders who

wish to participate by way of proxy must submit a dated

form of proxy. The original proxy must be sent to the com-

pany at the above address well in advance of the AGm. If

the proxy is issued by a legal entity, a certified copy of the

certificate of registration, or an equivalent certificate of

authority, must be attached to the proxy. The form of proxy

is available at Latour’s website www.latour.se and at the

company’s headquarters.


ThE mErGEr

Annual General Meeting of SäkI

The Annual General meeting of SäkI will be held on Thurs-

day may 9, 2011 at 5 p.m. at konferens 7A, Strandvägen

7A, 3 floors, Stockholm. Shareholders who wish to attend

the Annual General meeting shall have their names in the

register of shareholders maintained by Euroclear Sweden on

Tuesday may 3, 2011, and notify the company of their

intention to participate by Thursday 4 p.m. may 5, 2011.

notice of attendance at the AGm shall be made in writing

to SäkI AB, Box 7158, 103 88 Stockholm, or by telephone

+46 8 679 56 00 or by fax +46 8 611 31 06. When giving

notice of participation, the shareholders must state their

name, telephone number, personal identification number or

corporate identity number and address. Shareholders

whose shares are registered in the names of nominees must

temporarily re-register the shares in their own name in order

to be entitled to participate in the meeting. Shareholders

wishing to re-register must inform the nominee well in

advance of Tuesday may 3, 2011. Shareholders who wish to

participate by way of proxy must submit a dated form of

proxy. If the proxy is issued by a legal entity, a certified copy

of the certificate of registration, or an equivalent certificate

of authority, must be attached to the proxy. The original

proxy must be sent to the company at the above address

well in advance of the AGm or must be presented at the

meeting.


ThE mErGEr

What will happen with your shares?

Shareholder in SäkIFor each 100 shares you hold in SäkI you will receive 57 Series B shares in Latour.

Shareholders in LatourFor each 100 shares you hold in Latour you keep 100 shares in Latour.

Solely whole shares in the new Latour will be paid to shareholders of SäkI as issue consideration. Latour and SäkI will assign

SEB to combine all fractions of Latour shares and on behalf of the shareholders sell the shares on nASdAQ omX Stockholm.


ThE mErGEr

Fairness Opinion by SEB Enskilda To the Board of directors of Investmentaktiebolaget Latour

The Boards of directors of Investmentaktiebolaget Latour

(publ) (”Latour”) and SäkI AB (publ) (”SäkI”) have retained

SEB Enskilda, Skandinaviska Enskilda Banken AB (“SEB

Enskilda”) to participate in the evaluation of the conditions

for as well as the implementation of a merger between the

companies (“the merger”). In addition, the Boards of

directors of Latour has retained SEB Enskilda to provide an

opinion regarding the fairness, from a financial point of

view, for Latour’s shareholders of the exchange ratio, which

is presented in the merger plan, signed by the Boards of

directors of Latour and SäkI as at march 16, 2011. SEB

Enskilda receives a fixed fee for the rendered services.

According to the merger plan, Latour and SäkI are to

merge with Latour as the absorbing entity, whereby,

following the registration of the merger with the Swedish

Companies registration office (“SCro”), each share in

SäkI will be substituted with 0.57 new shares of Series B in

Latour.

The exchange ratio assumes that, prior to the registration

of the merger with the SCro, Latour will distribute a divi-

dend of SEk 3.75 per share and SäkI will distribute a divi-

dend of SEk 3.00 per share.

In order to provide an opinion as to the fairness from a

financial point of view to the holders of shares in Latour

regarding the exchange ratio, SEB Enskilda has:

a) reviewed the merger plan;

b) reviewed and analysed, by SEB Enskilda deemed

relevant, public financial and other information

regarding Latour, SäkI and their holdings;

c) analysed statistics from nASdAQ omX Stockholm

regarding traded volumes and prices for the shares in

Latour and SäkI as well as shares in ASSA ABLoY,

Fagerhult, hmS networks, Loomis, nederman,

niscayah, nobia, Securitas, Sweco and certain other

minor holdings of the two companies;

d) reviewed net asset valuations for Latour and SäkI,

produced by the two companies management teams,

respectively;

e) reviewed and analysed specific non-public financial

information, business plans and forecasts regarding

Latour’s and SäkI’s unlisted subsidiaries and associate

holdings;

f) discussed with the management teams of Latour and

SäkI as well as with the management teams of Latour’s

and SäkI’s unlisted subsidiaries and associate holdings

regarding accounting, financial position, historical

performance, expected future performance as well as

questions regarding operations;

g) conducted valuations of Latour’s and SäkI’s unlisted

subsidiaries and associate holdings, based predomi-

nantly upon comparable companies and discounted

cash flows; and

h) reviewed other publicly available information as well as

conducted analyses, valuations and further investiga-

tions SEB Enskilda has deemed relevant for this opinion.

SEB Enskilda has, without conducting any independent

verification, relied on the presumption that all the financial

and other information reviewed for purposes of this opinion

is in all material aspects accurate and that no information of

material importance to SEB Enskilda’s opinion, has been

omitted. SEB Enskilda has not conducted any investigation

in order to ensure the accuracy of the information reviewed.

regarding the financial and operational forecasts, which

have been made available by the management teams of

Latour and SäkI, SEB Enskilda has assumed that the fore-

casts have been reasonably and properly prepared. SEB

Enskilda has not visited any of Latour’s operating units or

any of the units of the companies in which Latour and SäkI

have significant holdings.

SEB Enskilda’s opinion is based upon current market,

financial and other conditions and such information

obtained to the date hereof. Any change in such conditions

may result in a reconsideration of this opinion.

SEB Enskilda is an investment bank and conducts opera-

tions in the fields of securities trading and brokerage, equity

research and corporate finance. Within the framework of its

normal securities trading and brokerage operations, SEB

Enskilda or any company closely affiliated with SEB Enskilda,

may at certain times hold long or short positions and trade,

or in some other manner conduct transactions, for its own

account or on behalf of clients, in SäkI’s and Latour’s shares

and other securities. Skandinaviska Enskilda Banken AB is a

so called relationship bank with Latour and SäkI and offers

these companies a wide range of financial services including

giving and arranging credit facilities.


ThE mErGEr

This opinion has been provided to the Board of directors

of Latour in regards to the merger and as information

material to be presented to the shareholders in Latour prior

to the Annual General meeting of Latour, which shall decide

on the merger. This opinion may only be used in its entirety

by Latour’s Board of directors in its communication with the

company’s shareholders. This opinion may not be summa-

rised, quoted or in any other way referred to without SEB

Enskilda’s written consent. This opinion is not a recommen-

dation to Latour’s shareholders regarding whether they

should vote in favour of the merger or not. Swedish law

shall apply to this opinion.

Based on the foregoing and such other circumstances

which SEB Enskilda considers relevant, it is SEB Enskilda’s

view that the exchange ratio as of the date hereof is fair

from a financial point of view to the shareholders of Latour.

Stockholm march 16, 2011

SEB Enskilda, Skandinaviska Enskilda Banken AB (publ)


ThE mErGEr

Fairness Opinion by Handelsbanken Capital MarketsTo the board of directors of SäkI AB (publ)

SäkI AB (publ) (”SäkI”) and Investment AB Latour (publ)

(“Latour”) considers a merger, whereby SäkI will be

absorbed by Latour through a statutory merger between

the two companies (the “merger”). The merger will be

resolved upon by the annual general meetings of the two

companies, scheduled to be held on 9 may 2011 for SäkI

and 12 may for Latour, following the conclusion on 16

march 2011 of a merger plan between the Boards of

directors of the two companies. The merger consideration

amounts to 0.57 shares of class B in Latour for every SäkI

share (the “Exchange ratio”). The Exchange ratio takes

SäkI’s and Latour’s proposed dividends into account. The

Latour shares that will be issued as merger consideration

will entitle the holders to receive dividends from and includ-

ing the 2011 financial year and in all other respects carry the

same rights as existing shares in Latour.

The board of directors of SäkI has commissioned

handelsbanken Capital markets to provide an opinion as to

the fairness from a financial point of view to the holders of

shares in SäkI of the Exchange ratio. In connection there-

with we have;

a) reviewed such publicly available financial statements

and other public information as we have deemed

relevant regarding SäkI, Latour and their respective

holdings, including publicly available audited annual

reports and unaudited quarterly reports that we have

deemed relevant;

b) reviewed presentations of the operations made by the

management of SäkI, Latour and their respective

unlisted holdings;

c) reviewed certain internal financial information, budgets

and forecasts relating to SäkI’s and Latour’s unlisted

holdings, prepared by each respective company’s

management;

d) discussed SäkI’s and Latour’s accounting and financial

position as well as historical earnings with the CFo of

each respective group;

e) discussed SäkI’s and Latour’s unlisted holdings’ account-

ing and financial position as well as historical earnings

and expected future earnings performance, with the

management of each respective company;

f) reviewed statistics from nASdAQ omX Stockholm and

other providers of financial statistics regarding share

data for SäkI’s, Latour’s and their respective listed

holdings’ shares, such as trading volumes and share

prices, as well as other market information;

g) taken SäkI’s and Latour’s proposed dividends for the

financial year 2010 into account; and

h) reviewed other publicly available information and

performed such other analyses, valuations and investi-

gations as we have deemed relevant for this opinion.

With your permission, we have limited the basis of our

opinion to the documentation and information mentioned

above in a) to h). We have relied upon the correctness,

accuracy and completeness of the information SäkI and

Latour have disclosed publicly, as well as other information

we have received from SäkI, Latour and their respective

holdings, and that no relevant information or documenta-

tion has been withheld from us. We have not taken upon us

to conduct, nor have we conducted, any independent verifi-

cation of the information we have reviewed. our opinion is

based on the Swedish regulatory system and on the finan-

cial and market conditions prevailing.

handelsbanken Capital markets is a business area within

Svenska handelsbanken AB and conducts operations in the

fields of securities trading and brokerage on behalf of cli-

ents and for its own account and provides financial advice

and other services within its securities operations. Within

the framework of its normal securities trading and broker-

age operations, handelsbanken Capital markets, may at

certain times hold long or short positions and trade, or in

some other manner conduct transactions, for its own

account or on behalf of clients, in SäkI’s and Latour’s equity

related securities. In addition, Svenska handelsbanken AB

may have granted credits to SäkI and Latour and may hold

equity related securities in SäkI and Latour as security.

This opinion is intended for the board of directors of SäkI

for its assessment of the Exchange ratio and may only be

used in its entirety in communications with SäkI’s sharehold-

ers for the purpose of a shareholders’ resolution on the

merger. It may not be reproduced, distributed, cited or

referred to in any other manner or in any other context

without our prior written authorization, except as required

by law, ordinance, court ruling or decision by government

authorities and in accordance with applicable stock


ThE mErGEr

exchange regulations. our opinion is not a recommendation

to SäkI’s board of directors regarding any action or resolu-

tion that should be taken, passed or avoided in relation to

the merger. neither is our opinion a recommendation to

SäkI’s shareholders regarding whether they should vote in

favour of the merger or not.

We have received a fixed fee for the rendering of this

opinion. The size of the fee is not dependant on whether

the merger will be completed or not.

Based upon and subject to the foregoing, it is our opinion

that, as of the date hereof, the Exchange ratio is fair from a

financial point of view to the shareholders in SäkI.

handelsbanken Capital markets

Corporate Finance


ThE mErGEd EnTITY

Business conceptBusiness conceptLatour’s business concept to invest in sound companies with

strong development potential will remain unchanged. A

very long-term perspective towards its holdings is a charac-

teristic in both Latour’s and SäkI’s businesses. This long-term

perspective should not be interpreted as holding periods

being eternal, but rather seen as a sign of the companies

being decisive owners regardless of business cycle and stock

market sentiment.

VisionLatour’s vision is to be an attractive alternative for long-term

investors who seek strong returns. Latour creates values in

its holdings by being an active and long-term investor,

which through financial strength and a profound industrial

knowledge contributes to the development of the compa-

nies.

Latour’s three core values are Long-term, professional and

development. The management of the businesses is charac-

terised by a delegated decision structure. This implies that

each holding employs a unique corporate culture and an

independent strategy. Latour’s three core values permeate

all holdings.

Investment criteriaEssential characteristics for the businesses included in the



nationalisation. When new companies are acquired to the

industrial and trading operations, the starting point is that

the acquired company should merge with an existing busi-

ness area, or have the prerequisites to, within a reasonable

period of time, develop into an individual business area.

The objective for the investment portfolio is to invest in

companies, which in the long-term perspective are deemed

to have the best prerequisites for growth and good profita-

bility. ownership should amount to at least ten per cent of

the votes in order to be able to employ active ownership.

Financial targets and dividend policyFinancial targets

The long-term ambition of the business is to create growth

and add value to the holdings through active ownership.

The target is for the industrial and trading operations to

attain an average annual growth of at least ten per cent

over time, an operating margin of more than ten per cent of

net sales, as well as a return on operating capital of more

than 20 per cent.

net debt for the investment portfolio should under nor-

mal circumstances not amount to more than ten per cent of

the market value of the investment portfolio. The merged

entity’s maximum leverage level for the wholly-owned

operations is a net debt to EBITdA not exceeding 2.5 x

(measured as three-year historical average earnings).

The merged entity has a substantial acquisition capacity.

Latour and SäkI collectively have investments totalling SEk

25 bn in reported net asset value.

Dividend policy

The merged entity’s dividend policy implies that 100 per

cent of proceeds from the dividends of the investment port-

folio shall be distributed and, in addition, 40-60 per cent of

the net profits in the wholly-owned holdings.

The merged entity


ThE mErGEd EnTITY

Overview of the portfolio companies The merged entity will be a mixed investment company

comprised of a wholly-owned industrial and trading opera-

tion, partly-owned companies as well as a portfolio consist-

ing of listed holdings of which the merged entity will be the

main or one of the main shareholders. The investment port-

folio consists of nine considerable holdings that as at

december 31, 2010 had a combined market value of nearly

SEk 16 bn. The largest holdings, in terms of value, are ASSA

ABLoY, Securitas, Sweco, which collectively comprise 74

per cent of the investment portfolio’s total value. Latour’s

wholly-owned industrial and trading operations are since

the beginning of 2010 divided into four business divisions:

hultafors Group, Latour Industries, Specma Group and

Swegon. during 2010 the industrial and trading operations

generated revenues of SEk 6 bn. The partly-owned holdings

in Academic Work and oxeon are also included as unlisted

holdings of the merged entity.

New Latour

Unlisted holdings Listed holdings

(31,6%)

(20,0%)

Latour Industries

Hultafors Group

Specma Hydraulic

Swegon

oXeon

Academic Work

Assa Abloy

Fagerhult

HMS Network

Loomis

Nederman

Niscayah

Securitas

Sweco

Nobia


ThE mErGEd EnTITY

Portfolio company Business overview Information1)

The hultafors Group consists of three product groups: work wear collected in Snickers Workwear, hand tools collected in the brand hultafors Tools as well as ladders and scaffolding marketed through the brand Wibe Ladders. The business concept is to be an attractive partner to distributors of supplies and equipment in Europe and to be the end-user’s first choice.

Headquarters: BollebygdChairman of the Board: Jan SvenssonCEO: Bo JägnefältThe merged entity’s ownership: 100.0% of capital and votes

Latour Industries International is made up of several smaller operating areas, where each has their own business concept and business model. The ambition is to develop independent units that in the long run can become their own business areas in Latour. The common denominator is that the customers are in the manu-facturing industry.

Headquarters: GothenburgChairman of the Board: Jan SvenssonCEO: henrik JohanssonThe merged entity’s ownership: 100.0% of capital and votes

operations are divided into three divisions: oEm division, serving oEm customers mainly in mobile hydraulics; System division, with customers primarily in marine and Industrial hydraulics as well as the Component division that focuses on after sales customers. In march 2011, the business area divested its earlier fourth division, the Automotive division.

Headquarters: GothenburgChairman of the Board: Jan SvenssonCEO: ola SjölinThe merged entity’s ownership: 100.0% of capital and votes

Swegon provides energy efficient air treatment aggre-gates, air and water borne climate systems, refrigerating machines and heat pumps for all kinds of buildings as well as products for building ventilation. Swegon delivers system solutions for an enhanced indoor climate and energy consumption.

Headquarters: varaChairman of the Board: Jan SvenssonCEO: mats holmqvistThe merged entity’s ownership: 100.0% of capital and votes

Academic Work is a recruitment company active within staffing as well as recruitment of students and young professionals. The company is the fifth in size within recruitment companies in Sweden and number one within the Young professionals niche in the nordics. The business operates in the nordics and Germany.

Headquarters: LinköpingChairman of the Board: Anders JonssonCEO: Johan SkarborgThe merged entity’s ownership: 20.0% of capital and votes

oxeon develops, produces and markets a spread tow carbon fabric. The fabric targets the composite industry and customers who wish to obtain weight reduction. The product is, among other, used in Formula 1 cars and hockey sticks and surfing boards. Sales is mainly conducted through exports.

Headquarters: BoråsChairman of the Board: Göran netzlerCEO: henrik BlyckerThe merged entity’s ownership: 31.6% of capital and votes

Business description of portfolio companiesUnlisted portfolio companies


ThE mErGEd EnTITY


ASSA ABLoY is a leading lock group, providing locks and door opening solutions. main product areas are the traditional segments mechanical locks and safety doors as well as the fast-growing electro-mechanical and electronic segments, access control, identification technology and entrance automation.The company is represented worldwide with leading posi-tions in parts of Europe, north America, Asia, Australia and new Zeeland.

Headquarters: StockholmChairman of the Board: Gustaf douglasCEO: Johan molinThe share: The company’s B-share is traded on nASdAQ omX Stockholm, Large Cap, under the symbol ASSA B. ASSA ABLoY has been listed since november 8, 1994.The merged entity’s ownership: 9.6% of capital and 29.7% of votesProfit after tax: SEk 4,080 mEquity: SEk 20,821 mTotal assets: SEk 45,389 m

Fagerhult develops, manufactures and markets lighting systems for public environments and for interior design. The business focuses on design, function, flexibility and energy-efficient solutions.Sales companies are located in 17 countries and manu-facturing facilities in Europe, China and Australia.

Headquarters: FagerhultChairman of the Board: Jan SvenssonCEO: Johan hjertonssonThe share: The company’s share is traded on nASdAQ omX Stockholm, mid Cap, under the symbol FAG. Fagerhult has been listed since may 13, 1997.The merged entity’s ownership: 47.6% of capital and votesProfit after tax: SEk 95 mEquity: SEk 722 m Total assets: SEk 2,470 m

hmS networks supplies communication technology for industrial automation equipment. The company develops and manufactures network cards for connecting industrial devices and networks.Sales offices are located in Tokyo, Beijing, karlsruhe, Chicago, milan, Copenhagen, pune, Coventry and mulhouse.

Headquarters: halmstadChairman of the Board: urban JanssonCEO: Staffan dahlströmThe share: The company’s share is traded on nASdAQ omX Stockholm, Small Cap, under the symbol hmS. hmS networks has been listed since october 19, 2007.The merged entity’s ownership: 16.6% of capital and votes Profit after tax: SEk 62 mEquity: SEk 286 mTotal assets: SEk 392 m

Loomis offers secure transportation, cash management and technical services (specialised service and ATm main-tenance). Loomis’ solutions are high quality, cost-effective solutions that reduce the risk to the customer’s employ-ees. Loomis strives to increase efficiency in society’s flow of cash with innovative comprehensive services are available in the uS as well as in Europe.

Headquarters: StockholmChairman of the Board: Alf GöranssonCEO: Lars BleckoThe share: The company’s B-share is traded on nASdAQ omX Stockholm, mid Cap, under the symbol Loom B. Loomis has been listed since december 9, 2008.The merged entity’s ownership: 10.3% of capital and 29.2% of votesProfit after tax: SEk 496 mEquity: SEk 3,123 mTotal assets: SEk 7,582 m

1) Information based on fiscal years 2010.

Listed holdings


ThE mErGEd EnTITY



nederman operates within dust, smoke and exhaust extraction as well as hose and cable reels. The company offers solutions for cleaning and recycling of cutting fluids as well as handling of and processing of chips. The busi-ness offer covers a wide range, from pre-studies and project planning to installation, operational start-up and servicing. products and systems are marketed by a sales organisation in 29 countries and via agents and distributors in around 30 countries. development and production is conducted in Europe, north America and Asia.

Headquarters: helsingborgChairman of the Board: Jan SvenssonCEO: Sven kristenssonThe share: The company’s share is traded on nASdAQ omX Stockholm, Small Cap, under the symbol nmAn. nederman has been listed since may 16, 2007.The merged entity’s ownership: 27.1% of capital and votesProfit after tax: SEk 21 mEquity: SEk 498 mTotal assets: SEk 1,653 m

niscayah offers and integrates high-technology IT based security and surveillance solutions to companies and organisations with high demands on security. The safety solutions enable the customer to control his or her risk environment in a time and cost-efficient matter. The company operates in 14 European countries as well as in the uS, hong kong and Australia.

Headquarters: StockholmChairman of the Board: Jorma halonenCEo: håkan kirsteinThe share: The company’s B-share is traded on nASdAQ omX Stockholm, mid Cap, under the symbol nISC B. niscayah has been listed since September 29, 2006.The merged entity’s ownership: 11.3% of capital and 29.9% of votesProfit after tax: SEk 120 mEget kapital: SEk 1,770 mTotal assets: SEk 5,500 m

nobia is Europe’s largest kitchen specialist. The company develops and sells kitchens through some 20 brands, including hygena in France, hTh in the nordics, magnet in the uk and poggenpohl globally. The company operates in three geographical regions; uk, nordics and Continental Europe.

Headquarters: StockholmChairman of the Board: hans LarssonCEO: morten FalkenbergThe share: The company’s share is traded on nASdAQ omX Stockholm, mid Cap, under the symbol noBI. nobia has been listed since June 20, 2002.The merged entity’s ownership: 13.2% of capital and votesProfit after tax: SEk –89 mEget kapital: SEk 3,446 mTotal assets: SEk 8,486 m

Securitas’ main operations comprise security services, predominantly within specialised guarding, mobile security services, call-out services as well as consulting and investigation services. Securitas belongs to the market leaders in many markets.The company operates in 40 countries in north America, Europe, Asia, middle East and Africa.

Headquarters: StockholmChairman of the Board: melker SchörlingCEO: Alf GöranssonThe share: The company’s B-share is traded on nASdAQ omX Stockholm, Large Cap, under the symbol SECu B. Securitas has been listed since July 9, 1991.The merged entity’s ownership: 10.9% of capital and 29.6% of votesProfit after tax: SEk 2,081 mEget kapital: SEk 8,939 mTotal assets: SEk 32,885 m


ThE mErGEd EnTITY



Sweco offers qualified consulting services in the fields of consulting engineering, environmental technology and architecture. Sweco’s services are often applied in early stages of customers’ projects.Sweco is established in Sweden, norway, denmark, Finland, russia, Estonia, Lithuania, Bulgaria, poland, the Czech republic and Slovakia. The company has extensive project exports worldwide.

Headquarters: StockholmChairman of the Board: olle nordströmCEO: mats WäpplingThe share: The company’s A- and B-shares are traded on nASdAQ omX Stockholm, mid Cap, under the symbol SWEC A and SWEC B. Sweco has been listed since September 21, 1998.The merged entity’s ownership: 31.9% of capital and 22.8% of votesProfit after tax: SEk 300 mEget kapital: SEk 1,430 mTotal assets: SEk 2,988 m


ThE mErGEd EnTITY

Net asset value as at December 31, 2010 SEK m Latour SäkI The merged entity

Unlisted holdings

Wholly-owned companies

hultafors Group 1,716–2,145 – 1,716–2,145

Latour Industries

– Engineering Technology 2,281–3,111 – 2,281–3,111

– machinery Trading/Accessories 409–572 – 409–572

Specma Group

– Autotube 143–214 – 143–214

– Specma hydraulic 636–848 – 636–848

Swegon 3,459–4,381 – 3,459–4,381

Partly-owned companies1)

Academic Work (20.0 percent) – 260 260

oxeon (31.6 percent) 32 – 32

Total, unlisted holdings 8,676–11,303 260 8,936–11,563

Investment portfolio

ASSA ABLoY 4,879 1,785 6,664

Fagerhult 657 305 962

hmS networks 199 – 199

Loomis 544 214 758

nederman 309 – 309

niscayah Group 385 180 565

nobia – 1,326 1,326

Securitas 2,131 994 3,125

Sweco 1,682 – 1,682

Total, listed holdings 10,786 4,804 15,590

other assets 45 0 45

net debt for the group –285 –322 –607

Total, net asset value 19,222–21,849 4,742 23,964–26,591

outstanding shares2) (no.) 131,000,000 50,000,000 159,500,000

Net asset value per share 147–167 95 150–167

Certain changes have occurred during 2011, please refer to the section “Significant changes since the publication of the annual report 2010” and “Significant trends since the publication of the annual report 2010” for additional information.

1) Academic Work has been valued by an independent valuation institute. oxeon has been valued at the value which corresponds to the last transaction between to independent parties.2) The number of outstanding shares has been adjusted for treasury shares.

The method step by step

Identification of listed comparable companies

First, listed companies operating in the same industries as Latour’s wholly-owned industrial and trading operations are identified. Latour estimates that, at the end of 2010, there were 35–40 listed companies that met these criteria and which therefore were included in the calculation of the net asset value.

Calculation of EBIT-multiplesWhen all comparable objects have

been identified, a review is made of the companies’ EBIT-multiples, alternatively Sales-multiples. multiples are calculated as the relationship between Ev and the given performance measure.

Conversion to multiple intervalsThe calculated valuation multiples the

individual companies are grouped according to comparability with each of Latour’s sepa-rate business areas. Thus, each business area receives its own interval of multiples.

1 2 3


ThE mErGEd EnTITY

Net asset value in the merged entityAs previously described, Latour consists in part of wholly-

owned operations and in part of an investment portfolio.

The market values of listed holdings are stipulated by pub-

licly available traded share prices on the stock exchange

where the share is denominated, in all cases nASdAQ omX

Stockholm. Because there is no stipulated market value for

unlisted holdings, the value is estimated through other

valuation methods.

Method of calculation in brief

The net asset value is calculated with the help of valuation

multiples where each company’s Ev (Enterprise value) is put

in relation to a company’s financial performance measures.

The Ev consists of the value of the company’s shares as well

as the net debt. The performance measures used are EBIT

and in some cases Sales for the last rolling 12 months. The

relationship between a company’s Ev and the performance

measure generates a multiple, in this case either an Ev/EBIT

multiple or an Ev/Sales multiple. A justifiable Ev should be

based upon comparable listed companies in the industries

where Latour’s wholly-owned operations are active. An

EBIT-multiple or alternatively, a Sales-multiple is calculated

for each company by relating the company’s operating

result to the Ev. The comparable company’s Ev consists of

the market value adjusted for the net debt in the compar-

able company.

The comparable listed companies multiples create an

interval of EBIT-multiples, alternatively Sales-multiples, for

each of Latour’s business areas. The interval provides an

indication of the valuation multiple which the market

assigns Latour’s wholly owned operations. The Ev of the

wholly-owned companies is then based upon the rendered

multiple interval.

The net asset value for the wholly owned operations is

then combined with the market value of the listed holdings.

After that the value of other assets is added and the net

debt for the Group is deducted. The remaining amount

makes up Latour’s net asset value.

This valuation should be seen as indicative and not as a

complete market valuation. For example, the net asset value

model does not consider future for forecasts for Latour’s

holdings, or comparable companies.

In the current business cycle the results for the business

areas as well as for comparable companies vary considera-

bly. This means that comparable multiples are distributed

over a wide interval. Latour has taken this into consideration

by adjusting the multiples used in the valuation.

Combining the net asset value of the wholly-owned operations

The established intervals for the valuation multiples form the basis for valuation of the respective business area. The valuation is done by multiplying the twelve month rolling EBIT, and in certain cases the twelve month rolling Sales, for each business area with the multiple indicated by interval formed by the group of comparable companies. When these calcula-tions have been made for all business areas, the results are combined to a total value interval for the wholly-owned companies.

Combined with the value of the listed holdings

The net asset value for the listed holdings is made up of the share price for each individu-al holding at the end of the period multiplied by the number of shares Latour owns in each company. The net asset value of the listed companies is then combined with the net asset value of the wholly owned opera-tions, which has been calculated into a span in steps 1–4. This total, together with other assets and net debt, adds up to the total net asset value, also given as an interval, for Latour’s entire holdings.

Valuation of partly-owned companies

In determining the valuation of Academic Work, Latour has used en external valuation opinion as a basis for its assessment. The valuation of oxeon is based on the latest transaction between two independent parties.

4 5 6


ThE mErGEd EnTITY

The merged entity’s investment portfolioThe investment portfolio for the merged entity as at december 31, 2010 is listed below.

Latour SäkI The merged entity

Capital (%) Votes (%) Capital (%) Votes (%) Capital (%) Votes (%)

Assa Abloy 7.0% 16.1% 2.6% 13.6% 9.6% 29.7%

Fagerhult 32.6% 32.6% 15.1% 15.1% 47.6% 47.6%

hmS networks 16.6% 16.6% 0.0% 0.0% 16.6% 16.6%

Loomis 7.4% 12.1% 2.9% 17.0% 10.3% 29.2%

nederman 27.1% 27.1% 0.0% 0.0% 27.1% 27.1%

niscayah Group 7.7% 12.3% 3.6% 17.5% 11.3% 29.9%

nobia 0.0% 0.0% 13.2% 13.2% 13.2% 13.2%

Securitas 7.4% 12.1% 3.5% 17.4% 10.9% 29.6%

Sweco 31.9% 22.8% 0.0% 0.0% 31.9% 22.8%


ThE mErGEd EnTITY

Pro forma ownership structure in the merged entity

Shares in Latour Shares in SäkI Shares in the merged entity

Shareholder Capital (%)1) Votes (%)1) Capital (%) Votes (%) Capital (%) Votes (%)

Gustaf douglas with family and companies 77.1% 79.9% 79.9% 79.9% 77.6% 79.9%

The palmstierna family 1.9% 7.8% 8.5% 8.5% 3.1% 7.9%

Bertil Svensson with family and foundation 1.9% 1.0% 0.1% 0.1% 1.6% 0.9%

SEB funds 1.8% 1.0% 0.0% 0.0% 1.5% 0.9%

Swedbank robur funds 0.9% 0.5% 0.0% 0.0% 0.8% 0.5%

ShB funds 0.8% 0.4% 0.3% 0.3% 0.7% 0.4%

didner & Gerge funds 0.4% 0.2% 1.0% 1.0% 0.5% 0.3%

Lannebo funds 0.6% 0.4% 0.0% 0.0% 0.5% 0.3%

kerstin petersen-Falk 0.0% 0.2% 0.0% 0.0% 0.0% 0.2%

Fourth national pension Fund 0.4% 0.2% 0.0% 0.0% 0.3% 0.2%

10 largest share-holders in the merged entity 86.0% 91.7% 89.9% 89.8% 86.7% 91.5%

other shareholders 14.0% 8.3% 10.2% 10.2% 13.3% 8.5%

Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

Pro forma ownership structure The ownership information below for Latour and SäkI is based on data from Euroclear as at march 31, 2010. The number of

shares is based on the number of outstanding shares as reported by each respective company as at march 31, 2011. The pro

forma ownership structure is reported below.

Owners with significant influenceGustaf douglas with family and companies is the major

shareholder in both Latour and SäkI with approximately

77.1 per cent of the equity capital in Latour and 79.9 per

cent of the voting capital in Latour as well as 79.9 per cent

of the equity and voting capital in SäkI. Gustaf douglas is

also a member of SäkI’s Board of directors. Furthermore,

Carl douglas, the son of Gustaf, is a member of the Boards

of directors in both Latour and SäkI. Eric douglas, also the

son of Gustaf, and Elisabeth douglas, married to Gustaf, are

both members of the Board of directors in Latour. Following

the merger, Gustaf douglas with family and companies will

hold approximately 77.6 per cent of the merged entity’s

equity capital and 79.9 per cent of its voting capital. This

means that Gustaf douglas with family and companies,

following the merger, will be able to practice influence over

the merged entity and on General meetings in the merged

entity.

1) Adjusted for treasury shares.


ThE mErGEd EnTITY

Board of Directors, management and auditors Board of DirectorsLatour’s nominating committee has proposed to the Annual

General meeting on 12 may 2011 that Fredrik palmstierna

should be elected as Chairman of the Board of directors of

the merged entity.

In addition to Fredrik palmstierna, Anders Böös, Carl

douglas, Elisabeth douglas, Eric douglas, Jan Svensson and

Caroline af ugglas are proposed for re-election and mariana

Burenstam Linder and Anders G. Carlberg for new election

as members of the Board of directors in the merged entity.

For more information regarding mariana Burenstam Linder

and Anders G. Carlberg, see “Additional information on

SäkI – SäkI’s current Board of directors”.

ManagementJan Svensson is proposed to remain as Chief Executive

officer of the merged entity and Anders mörck will continue

as Chief Financial officer.

Auditors Öhrlings pricewaterhouseCoopers AB is proposed as auditor

for the merged entity, with helén olsson Svärdström as

auditor in charge.

For more information regarding Latour’s and SäkI’s

respective Board of directors, management and auditors,

see “Information regarding Latour’s current management,

Board of directors and auditors” and “Information regard-

ing SäkI’s current management, Board of directors and

auditors”.

1) Last day prior to the announcement of the merger.


ThE mErGEd EnTITY

Pro forma financial statementsTransaction overviewon march 17, 2011, the Boards of directors of Latour and

SäkI announced a proposal regarding a merger of the two

companies. The Boards of directors have unanimously

decided on the form of the merger in a joint merger plan.

The merger will be implemented by Latour absorbing SäkI.

The exchange ratio implies that each share in SäkI will be

exchanged for 0.57 new shares of Series B in Latour. The

issued number of shares amounts to 28,500,000 shares of

Series B in Latour. Based on the average closing price for

Latour during the ten trading days prior to march 16, 20111),

SEk 129, taking into account the proposed dividend, the

merger consideration amounts to approximately SEk

3,783 m.

General comments regarding the pro forma financial statementsThe pro forma financial statements presented below have

been compiled for the sole purpose of providing informa-

tion about how the merger between Latour and SäkI could

have affected the consolidated income statement and the

consolidated balance sheet of Latour as at december 31,

2010 if the merger had been completed on January 1,

2010.

The pro forma financial statements are intended to

describe a hypothetical situation and have been compiled

with solely illustrative purpose, thereby presenting and high-

lighting facts, and is not intended to present the actual

financial position nor the actual financial result that Latour

would have achieved if the merger had been realised at the

stated point in time; nor to present the actual financial

position or the Group’s result for any future point or period

of time.

The pro forma financial statements are based on Latour’s

and SäkI’s revised financial statements for 2010. Latour’s

financial statements have been compiled in accordance with

IFrS and SäkI’s financial statements have been compiled in

accordance with rFr 2 Accounting for Legal Entities. In the

pro forma financial statements, presented below, adjust-

ments have been made when changes have been assumed

to be permanent to the merged entity, which includes

adjustments to SäkI’s financial statements in accordance

with IFrS.

Accounting principles for the Group The pro forma financial statements have been compiled in

accordance with the accounting principles applicable to

Latour. For a description of the accounting principles, please

refer to Latour’s annual report 2010, and additionally, the

supplements to the changed accounting principles stated

below.

Reporting of the merger The merger between Latour and SäkI is a transaction under

joint controlling interest as the separate entities share the

same majority shareholder. IFrS does not, at present, have

specific guidance for such a transaction, and thus the

company management must develop its own principle. A

company may either select to apply the acquisition method

in accordance with IFrS 3 Business Combinations or to

apply an alternative accepted method of consolidation,

historical book values (pooling method).

Latour will choose to report the merger with SäkI based

on historical book values in accordance with the pooling

method. Applying this method implies that book values of

the separate units are consolidated and that the accounting

principles in previous cases are adjusted to reflect the

uniform accounting principles. Thus, the Group’s financial

statements will reflect Latour and SäkI as if they had always

been a merged entity. The comparable figures are to be

restated. As a result of this method, shareholders’ equity of

the Group increases with a value corresponding to the book

value of shareholders’ equity in SäkI, reduced by transaction

costs and not by the above stated merger consideration.

The adjustment associated with accounting principles that

will be employed apply to the holdings in which Latour, fol-

lowing the merger, will obtain an ownership stake of more

than 20 per cent and, as a result, will be classified as an

associated company. Investment companies have the possi-

bility, which Latour has opted for, to present participation in

associated companies using fair values through the income

statement. however, current holdings in associated compa-

nies will continue to be reported according to the equity

method. The equity method implies that the book value of

shares in associated companies corresponds to the Group’s

share in the associated companies’ equity and potential

residual values of group-wide surplus or decifit values. In the

Group consolidated income statement, the Group’s share of

result after tax, adjusted for potential depreciation on or

1) Last day before the announcement of the merger.


ThE mErGEd EnTITY

dissolvement of acquired surplus or decifit values, in associ-

ated companies is reported under “result from associated

companies”.

previously, SäkI has not been a group and has therefore

applied rFr 2. rFr 2 states that legal entities should apply

IFrS with the additions or exceptions according to the stated

recommendation. IAS 28 participation in associates

(Sw. Intresseföretag) states that in the separate financial

reports, associated companies may be reported at historical

cost or at fair value. The Accounting Act (Sw: Årsredovis

ningslagen) has not allowed participation in associates to be

reported at fair value, which has resulted in rFr 2 has had a

forcing exception for the legal entity, consequently SäkI’s

participation in associates has been reported at historical

cost.

There are no currency effects to take into consideration as

a result of the merger.

Estimated costs for external advisors etc., which refer to

the merger and the share issue in Latour, have been charged

to the pro forma balance sheet statement. Estimated future

cost savings have not been considered in the pro forma

income statements. other one-off effects and opening

revaluation of SäkI’s financial instruments to fair value have

been adjusted for directly against shareholders’ equity.

none of the adjustments in the pro forma statements

result in any tax effect.


ThE mErGEd EnTITY

Pro forma financial statements for the GroupPro forma income statement

SEK mLatour

2010SäkI

2010Adj SäkI

IFRS

SäkI acc to

IFRS 2010 Note

Effects of the

merger

Note

Pro forma Latour/SäkI

2010

Net sales 5,991 – – – – 5,991

Cost of goods sold –3,920 – – – – –3,920

Gross profit 2,071 0 0 0 0 2,071

Sales costs –1,071 – – – – –1,071

Administrative costs –363 – – – – –363

research and development costs –106 – – – – –106

other operating income 101 – – – – 101

other operating costs –12 – – – – –12

Operating result 620 0 0 0 0 620

result from revaluation in associated companies – – 756 756 A 1,595 C 2,351

result from associated companies 228 – – 0 14 d 242

result from portfolio management 78 240 –23 217 B –6 E 289

Profit before financial items 926 240 733 973 1,603 3,502

Financial income 27 1 – 1 – 28

Financial costs –81 –36 – –36 – –117

Profit after financial items 872 205 733 938 1,603 3,413

Taxes –170 –18 –18 – –188

Result for the year 702 187 733 920 1,603 3,225

Attributable to:

parent company shareholders 703 187 733 920 1,603 3,226

non-controlling interests –1 0 0 0 – –1

Statements of the comprehensive income

result for the year 702 187 733 920 1,603 3,225

other total comprehensive Income, net after tax –

Change in the translation reserve for the year –108 – – 0 – –108

Change in the fair value reserve for the year 2,179 429 – 429 –1,658 C 950

Change in the hedging reserve for the year 23 – – 0 – 23

Change in associated companies’ equity –111 – – 0 –7 F –118

other –2 – – 0 – –2

Other total comprehensive income, net after tax 1,981 429 0 429 –1,665 745

Comprehensive income, net after tax 2,683 616 733 1,349 –62 3,970

Attributable to: –

parent company shareholders 2,684 616 733 1,349 –62 3,971

non-controlling interests –1 0 0 0 – –1


ThE mErGEd EnTITY

Pro forma balance sheet statement

SEK m Latour

SäkI 31 dec 2010

Adj SäkI IFRS

SäkI acc to

IFRS Note

Effects of the

merger

Note

Pro forma Latour/SäkI

Dec 31, 2010

ASSETS

Goodwill 1,388 – – – 1,388

other intangible assets 51 – – – 51

Tangible assets 847 – – – 847

Financial assets 9,421 2,849 2,215 5,064 G –33 h 14,452

Inventories etc. 1,030 – – – 1,030

Current receivables 1,398 6 6 – 1,404

Cash 573 615 615 –10 I 1,178

Total assets 14,708 3,470 2,215 5,685 –43 20,350

SHAREHOLDERS’ EQUITY AND LIABILITIES

Capital and reserves attributable to parent company shareholders

non-controlling interests 12,280 2,527 2,215 4,742 –43 16,979

Total shareholders’ equity 0 – – – 0

Summa eget kapital 12,280 2,527 2,215 4,742 –43 16,979

Interest-bearing long-term liabilities 378 900 900 – 1,278

non-interest-bearing long-term liabilities 90 – – – 90

Interest-bearing short-term liabilities 540 – – – 540

non-interest-bearing short-term liabilities 1,420 43 43 – 1,463

Total shareholders’ equity and liabilities 14,708 3,470 2,215 5,685 –43 20,350

Compiled as if the transaction was conducted as at January 1, 2010.

Notes to the pro formaA) SäkI’s financial statements are compiled in accordance

with rFr 2 Accounting for Legal Entities with the impli-

cation that participations in associated companies are

valued at historical cost. According to IFrS, this type of

assets should be valued at fair value with value change

reported in the income statement. For the fiscal year

2010, using market values would render a positive

revaluation effect of SEk 756 m.

B) The income statement is adjusted with SEk –23 m with

regard to capital gain on 558,192 shares in Loomis.

Capital gains will not be reported, since shares are

continuously marked to market.

C) Following the merger, the ownership stake in ASSA

ABLoY, Loomis, niscayah and Securitas will exceed 20

per cent, and are thus considered to incur significant

influence implying holdings to be reported as associated

companies. The holdings will be reported at fair value

and value changes are to be brought through the

income statement in accordance with the statements

above.

The value changes reported in the income statement for

these holdings amount to SEk 1,658 m for the fiscal

year 2010. These holdings have previously been report-

ed at fair value with value changes brought through

other total comprehensive income, which implies that

other total comprehensive income is adjusted by SEk

–1,658 m. In the merged entity, SäkI’s holding in Fager-

hult is reported according to the equity method. recov-

ery from fair value accounting amounts to SEk –63 m.


ThE mErGEd EnTITY

d) In Latour, participation in associated holdings Fagerhult,

nederman and Sweco has historically been reported

according to the equity method. no change in account-

ing principles will emerge from the merger. This further

implies that SäkI’s holding in Fagerhult will be reported

using the equity method in the Group. The share of

earnings attributable to SäkI’s holding in Fagerhult in

2010 has been estimated to SEk 14 m.

E) SäkI has reported received dividends from Fagerhult at

SEk 6 m. The equity method implies that received

dividends reduces the share of holdings and have a

negative effect on the income statement with SEk 6 m.

F) refers to estimated share of translation differences of

SäkI’s holding in Fagerhult, SEk –7 m.

G) Fair value of SäkI’s holdings in associated companies

exceeds book value by SEk 2,215 m for 2010 and is

distributed accordingly:

Holding Fair value (SEK m)ASSA ABLoY 1,288Fagerhult 65Loomis 172niscayah 42Securitas 498Academic Work 150Total 2,215

h) In the merged entity, Fagerhult is valued according to

the equity method. Accumulated profit share regarding

SäkIs holding in Fagerhult totals SEk 32 m, implying a

book value of SEk 33 m lower than fair value.

I) The estimated costs, SEk 10 m, in connection with the

merger and the development of the information docu-

ment has been included in the item “Cash” and “Share-

holders’ equity” as these transaction costs are directly

attributable to transactions with shareholders.


ThE mErGEd EnTITY

Auditor’s report regarding pro forma financial information

To the Board of Directors of Investmentaktiebolaget Latour (publ)

Corporate identity number 556026-3237

We have examined the pro forma financial statements set out on pages 35–39 in the information document

dated April 20, 2011.

The pro forma financial statements have been prepared for the sole purpose of providing information about

how the merger between Investmentaktiebolaget Latour (publ) and SäkI AB (publ) might have affected the

consolidated balance sheet for Investmentaktiebolaget Latour as at december 31, 2010 and the consolidated

income statement of Investmentaktiebolaget Latour for the financial year 2010.

Responsibility of the Auditor

It is the responsibility of the Board of directors and the Chief Executive officer to prepare the pro forma

financial statements in accordance with the requirements of the prospectus regulation 809/2004/EC.

Responsibility of the Auditor

It is our responsibility to provide an opinion pursuant to Appendix II, Item 7 of the prospectus regulation

809/2004/EC. We are not required to provide any further opinion regarding the pro forma financial statements

or any of its parts. We do not accept any responsibility for any financial information used in the compilation of

the pro forma financial information beyond that owed to those to whom any auditor’s reports on historic

financial information were addressed by us at the date of their issue.

Work performed

We have performed our work in accordance with FAr SrS’s recommendation revr 5 Examination of

prospectuses. our work, which did not include an independent review of the underlying financial information,

has primarily consisted of a comparison between the unadjusted financial information and the source

documen tation, an assessment of the basis for the pro forma adjustments, and discussions about the pro

forma financial statements with the company’s management.

We have planned and performed our work so as to obtain the information and the explanations we consider

necessary in order to obtain reasonable assurance that the pro forma financial statements have been compiled

on the basis stated on pages 35–39, and that this basis complies with the accounting policies applied by the

Company.

Opinion

In our opinion, the pro forma financial statements have been properly compiled on the basis stated on pages

35–39 and in accordance with the accounting principles applied by the Company.

Gothenburg, April 20, 2011

Öhrlings PricewaterhouseCoopers AB

helén olsson Svärdström

Authorised public Accountant


ThE mErGEd EnTITY

Other financial information for the merged entityFinancial effects of the mergerThe merger is estimated to lead to certain cost synergies,

such as lower costs for listing, accounting, premises,

advisors, employees and other costs associated with the

parent companies. Targeted cost synergies, as a conse-

quence of the merger, will lead to a reduction of administra-

tive expenses while increased available resources may be

allocated to business development. Concurrently, the

investment and business development operations can be

strengthened without an increase in administrative

expenses in relative terms.

InvestmentsThe merged entity’s business model is based on the acquisi-

tion, development and disposal of operational companies.

Essential characteristics for the businesses included in the



nationalisation. When new companies are acquired for the

industrial and trading operations, the starting point is that

the acquired company should merge into an existing busi-

ness area, or have the prerequisites to, within a reasonable

period of time, develop into an individual business area.

Such investments constitute and are expected to consti-

tute the main part of the merged entity’s investments. The

merged entity will finance investments in new and current

portfolio companies through existing credit facilities.

Tax effectsThe merger between Latour and SäkI will not result in any

immediate tax effects.

The parent company of the Group, Investmentaktie-

bolaget Latour (publ), should be considered as an invest-

ment company from fiscal perspective. The parent company

has through deficits until the fiscal year 2010 (assessment

year 2011) remaining fiscal loss carry-forward of SEk 529

m. The loss carry-forwards cannot, and further could not

before the merger, be netted against surpluses in the oper-

ating businesses of the Group. Thus, the loss carry-forwards

have not been allocated any value in the Group consoli-

dated balance sheet. As a consequence of the merger, the

loss carry-forwards will not be utilised until the sixth taxa-

tion year following the time of the merger. As long as

Latour distributes at least the amount of the proceeds from

received dividends every year, this limitation will not be of

any significance.

Costs for the mergerCosts related to the merger are expected to amount to

approximately SEk 10 m, which corresponds to 0.04 per

cent of the merged entity’s net asset value.


AddITIonAL InFormATIon on LATour

Business overview Latour’s vision is to be an attractive alternative for long-term

investors who seek strong returns. Latour adds value in its

holdings by employing an active and long-term ownership,

which with financial strength and profound industrial

knowledge contributes to the development of the compa-

nies.

Latour’s three core values are Long-term, professional and

development. The management of the businesses is charac-

terised by a delegated decision structure. This implies that

each holding employs a unique corporate culture and an

independent strategy. however, Latour’s three core values

permeate all holdings.

Latour’s major holdingsLatour’s estimated net asset value as at december 31, 2010

totals in the range of SEk 19.2 and 21.8 bn as presented in

the table below of Latour’s holdings. The table below shows

financial development, valuation multiples and net asset

values for the wholly-owned industrial and trading opera-

tions of Latour as at december 31, 2010.

The subsequent table presents shareholdings, market val-

ue, acquisition value, dividends and ownership stake for the

listed holdings.

Additional information on Latour

Net asset value as at December 31, 2010

Sales (SEK m)

EBIT (SEK m)

Valuation multiple

Valuation(SEK m)

Valuation(SEK/share)

Wholly-owned holdings

hultafors Group 1,134 143 12–15 1,716–2,145 13–16

Latour Industries

– Engineering Technology 786 207 11–15 2,281–3,111 18–24

– machinery Trading/ machinery Accessories 818 1 0.5–0.7 409–572 3–4

Specma Group

– Autotube 357 21 0.4–0.6 143–214 1–2

– Specma hydraulic 1,060 29 0.6–0.8 636–848 5–7

Swegon 2,531 231 15–19 3,459–4,381 26–33

Total, wholly-owned holdings 6,686 632 8,644–11,271 66–86

Listed holdings

ASSA ABLoY 4,879 37

Fagerhult 657 5

hmS networks 199 2

Loomis 544 4

nederman 309 2

niscayah Group 385 3

Securitas 2,131 16

Sweco 1,682 13

Total, listed holdings 10,786 82

other assets 77 1

net debt –285 –2

Total, net asset value 19,222–21,849 147–167

Sales and EBIT in the table above have been incorporated as if the newly acquired entities had been held throughout the year.



Listed holdings as at December 31, 2010

ShareNumber of

shares1) Market value

(SEK m)Share price

(SEK)2)

Acquisition value (SEK m)

Dividend (SEK m)

Capital (%)

Votes (%)

ASSA ABLoY 25,746,425 4,879 190 1,200 92 7.0% 16.1%

Fagerhult 4,106,800 657 160 296 12 32.6% 32.6%

hmS networks 1,851,000 199 107 133 2 16.6% 16.6%

Loomis 5,418,000 544 101 65 14 7.4% 12.1%

nederman 3,171,000 309 98 271 – 27.1% 27.1%

niscayah Group 28,000,000 385 14 180 8 7.7% 12.3%

Securitas 27,090,000 2,131 79 585 81 7.4% 12.1%

Sweco 28,997,760 1,682 58 152 58 31.9% 22.8%

Total 10,786 2,882 267

Series A of ASSA ABLoY, Loomis, niscayah Group and Securitas are not listed, while Series A of Sweco are listed but with limited trading. These holdings have been given the corresponding value of the Series B shares. Fagerhult, nederman and Sweco are accounted for as associates in the balance sheet. At the end of 2010, 30,000 shares in Fagerhult were on loan to a second party.

1) distribution of shares between Series A and Series B – ASSA ABLoY, A: 6,746,425, B: 19,000,000; Fagerhult, Series B only; hmS networks, Series B only; Loomis, A: 800,000, B: 4,618,000; nederman, Series B only; niscayah, A: 4,000,000, B: 24,000,000; Securitas, A: 4,000 000, B: 23,090,000; Sweco, A: 1,222,760, B: 27,775,000.

2) Closing price as at december 31, 2010.



2011

divestiture of Autotube, a subdivision of the business area

Specma Group. Latour and SäkI merge through a statutory

merger.

2010

divestiture of the holdings in munters and Elanders. Seven

acquisitions in the wholly-owned operations. The wholly-

owned operations are organised into four separate business

divisions from previously being six.

2009

divestiture of holdings in oEm International. holding in

hmS networks increased. Extensive cost-reduction program

in the wholly-owned operations as a consequence of the

downturn in the economy. Acquisition of two companies

and divestiture of one company in the wholly-owned

operations.

2008

Acquisition of shares in hmS networks and Loomis. divesti-

ture of holding in Securitas direct. Eight acquisitions and

two divestitures in the wholly-owned industrial and trading

operations.

2007

Acquisition of a substantial stake in nederman. Almedahls

AB is divested and business division Textiles is discontinued.

Latour conducts a share split at 3:1 ratio.

2006

Securitas distributes shares in Securities direct and Securitas

Systems to the owners, among them Latour. Entire holding

in nEA is divested. divestiture of the entire business area

Filters from the wholly-owned holdings.

2005

Continued streamlining of the business divisions through

the acquisition of Wibe Stegar by the hand Tools business

area. divestitures within the business area Textiles.

2004

reorganisation of the wholly-owned industrial and trading

operations. divestiture of holdings in hexagon, holmen,

hufvudstaden and Getinge.

2003

Acquisition of folding ruler operations in Germany and

romania. Acquisition of shares in munters. Increased hold-

ings in Elanders, Fagerhult and Sweco.

2002

Acquisition of shares in drott.

2001

Acquisition of dayco Automotive (Autotube). repurchase

and redemption of own shares.

2000

divestiture of holdings in piren and BT Industries. repur-

chase of own shares.

1999

Increased ownership in Fagerhult, nEA, piren and Sweco.

1998

Latour carries out a share split at 5:1 ratio.

1997

distribution of shares in Fagerhult and SäkI. Acquisition of

larger blocks of shares in Sweco and piren.

1995

divestiture of holding in Investment AB Öresund.

1994

Latour contributes to the creation of Europe’s largest door

opening solutions group, ASSA ABLoY. Acquisition of

Swegon, nobex AB (nord-Lock AB) and Aneta AB.

History



1993

Latour acquires Almedahl-Fagerhult and becomes a mixed

investment company. Latour divests the majority of its hold-

ings in Trelleborg AB. Acquisition of AB Sigfrid Stenberg.

1992

Latour acquires, together with hagströmer & Qviberg AB,

the control of Investment AB Öresund. Latour makes an

offer for Almedahl-Fagerhult.

1991

Securitas is publicly listed. Latour becomes a pure invest-

ment company.

1990

ownership in Securitas totals 64 per cent. ownership in

Almedahl-Fagerhult increases to 38 per cent.

1989

Increase in ownership of Almedahl-Fagerhult.

1988

The Almedahls Group is publicly listed and acquires AB

Fagerhult . The Securitas Group doubles profits and makes a

number of significant acquisitions, among others ASSA AB.

1987

Change of name from AB hevea to Investmentaktiebolaget

Latour.

1986

hevea becomes the largest owner in Trelleborg. divestiture

of holdings in Almedahls-dalsjöfors.

1985

hevea receives a new principle in the form of the douglas

family. hevea makes larger investments in the Securitas

Group, Almedahls-dalsjöfors and Trelleborg.

1971

Change of name to Aktiebolaget hevea.

1927

The company is formed on november 28, 1927, under

the name of Aktiebolaget hälsingborgs Gummifabriks

Intressenter.



Financial information Financial overview 2008–2010The financial statements for the last three financial years are

incorporated into the information document by reference.

All financial reports are available at Latour’s website

www.latour.se. The reports can also be ordered from Latour

via telephone: +46 (0)31 89 17 90.

Latour’s annual reports for 2008, 2009 and 2010 have

been prepared in accordance with IFrS and audited by

Öhrlings pricewaterhouseCoopers AB with helén olsson

Svärdström as auditor in charge. The auditor’s reports for

2008, 2009 and 2010 have been incorporated into each

year’s annual report, respectively. The auditor’s reports

follow a standardised formula and are all unqualified.

In addition to the above-mentioned annual reports and

the pro forma financial information, Latour’s auditors have

not reviewed any other parts of this information document.

The information below is derived from reviewed annual

reports for each year, respectively.

Consolidated income statement

SEK m 2010 2009 2008

net sales 5,991 5,440 7,071

Cost of goods sold –3,920 –3,677 –4,996

Gross profit 2,071 1,763 2,075

Sales costs –1,071 –1,088 –922

Administrative costs –363 –343 –375

research and development costs –106 –80 –68

other operating income 101 60 66

other operating costs –12 –16 –105

Operating result 620 296 671

result from participation in associated companies 228 242 142

result from portfolio management 78 189 843

Profit before financial items 926 727 1,656

Financial income 27 6 22

Financial costs –81 –69 –88

Profit after financial items 872 664 1,590

Taxes –170 –112 –132

Result for the year 702 552 1,458



Consolidated balance sheet

SEK m 2010 2009 2008

ASSETS

Fixed assets

Intangible assets

Goodwill 1,388 962 912

other intangible assets 51 58 75

Tangible assets

Buildings 387 272 269

Land and land improvements 29 29 33

machinery 277 235 271

Equipment 145 141 155

Construction in progress and advance payments 9 14 43

Financial assets

participation in associated companies 1,179 1,167 1,094

Listed shares 8,138 6,960 5,048

other securities held as fixed assets 1 7 7

deferred prepaid tax 37 27 26

other long-term receivables 66 67 17

11,707 9,939 7,950

Current assets

Inventories etc.

raw materials 266 183 217

Work in progress 83 54 69

Finished products and goods for resale 634 611 854

Advance payments to suppliers 5 8 9

Listed shares, trade 43 45 152

Current receivables

Accounts receivables 1,211 817 1,067

prepaid tax 49 25 70

derivative instruments 27 – –

other current receivables 55 43 96

prepaid expenses and accrued income 55 54 59

Cash 573 564 264

3,001 2,404 2,851

Total assets 14,708 12,343 10,807



Consolidated balance sheet, cont.

SEK m 2010 2009 2008

SHAREHOLDERS’ EQUITY

Capital and reserves attributable to parent company shareholders

Share capital 110 110 110

Share buyback –29 –29 –29

reserves 5,941 3,847 1,842

profit brought forward 6,258 6,027 5,970

non-controlling interests 0 1 1

Total shareholders’ equity 12,280 9,956 7,894

LIABILITIES

Longterm liabilities

pension obligations 159 144 140

deferred tax liability 99 94 118

other provisions 32 20 17

Interest-bearing liabilities 178 56 24

489 314 299

Current liabilities

Bank overdraft facilities 41 1 28

Liabilities to credit institutions 534 1,119 1,377

Advance payments from customers 39 20 53

Accounts payable 680 405 522

Tax liabilities 102 54 28

other provisions 8 11 7

derivative instruments – 11 27

other liabilities 140 95 152

Accrued expenses and deferred income 416 357 420

1,960 2,073 2,614

Total liabilities 2,428 2,387 2,913

Total equity and liabilities 14,708 12,343 10,807



Consolidated cash flow statement

SEK m 2010 2009 2008

operating result 620 296 671

depreciation 157 177 165

Capital gains –17 24 41

other adjustments –38 –17 16

paid tax –144 –60 –205

Cash flow from current operations before changes in working capital

578

420

688

Change in working capital

Inventories –64 283 –111

Accounts receivable –212 250 130

Current receivables 57 60 –

Current liabilities 126 –309 –119

–93 284 –100

Cash flow from current operations 485 704 588

Investments

Acquisition of subsidiaries –437 –28 –214

Sales of subsidiaries 7 0 42

Acquisition of fixed assets –106 –164 –179

Sale of fixed assets 14 45 6

Cash flow from investments –522 –147 –345

Portfolio management

dividends received 284 297 325

Administration costs etc. –10 –12 –9

Change in operating capital 3 0 –9

Acquisition of listed shares etc. –162 –40 –285

Acquisition of shares in associated companies –25 –12 –31

Sale of listed shares 1,039 236 932

Sale of shares in associated companies 79 92 –

Cash flow from portfolio management 1,208 561 923

Financial payments

Interest received 27 6 22

Interest paid –81 –56 –104

net change in borrowings –721 282 –528

dividends paid –360 491 –458

Issued call options 1 1 –

Cash flow from financial payments –1,134 –822 –1,068

Change in cash 37 296 98



Group key ratios

2010 2009 2008

return on equity 6% 6% 16%

return on assets 6% 6% 14%

Equity/asset ratio 83% 81% 73%

Adjusted equity/asset ratio1) 85% 82% 75%

Adjusted equity (SEk m)1) 13,783 11,051 8,524

Surplus value in associated companies (SEk m) 1,503 1,095 630

net debt/equity ratio1) 2% 7% 15%

net debt/EBITdA 0.4x 1.5x 1.5x


outstanding shares (number) 131,000,000 131,000,000 131,000,000

repurchased shares (number) 460,000 460,000 460,000

Average number of employees 3,057 2,956 3,515

dividend per share (SEk) 3.753) 2.75 3.75

Issued call options for repurchased shares (number) 230,000 115,000 0

Definitions

Return on equity net profit according to the income statement as a percentage of average equity

Return on total capital profit after net financial items plus financial costs as a percentage of average total assets

Adjusted equity Equity adjusted for the difference between book and fair value in associated companies

Adjusted equity/asset ratio Equity adjusted for the difference between book and fair value in associated companies in relation to adjusted total assets

Net debt Interest-bearing liabilities and interest-bearing reserves less liquid assets

Net debt/equity ratio Interest-bearing liabilities and interest-bearing reserves less liquid assets in relation to adjusted equity

Equity/asset ratio Equity as percentage of total assets

Surplus in associates difference between acquisition cost and market value

1) Including surplus value of associate holdings.2) As at december 31.3) refers to proposed dividend.



Comments to the financial development OverviewThe Group’s operations are managed and organised in two main areas: the wholly-owned industrial and trading operations

and portfolio management. The industrial and trading operations are in turn divided into four business areas. These business

areas together with portfolio management make up the Group’s operating segments. Income, operating result, assets and

liabilities pertaining to the segments include directly attributable items together with items that can reasonably and reliably be

allocated to a segment. non-allocated items mainly comprise interest-bearing assets and liabilities, interest income and

expenses, overhead costs and taxes.

Net sales

SEK m 2010 2009 2008

hultafors Group 1,134 1,052 1,213

Latour Industries 1,297 1,196 1,730

Specma Group 1,415 1,045 1,658

Swegon 2,153 2,081 2,312

Eliminations and other –8 66 158

Total net sales 5,991 5,440 7,071

Result

SEK m 2010 2009 2008

hultafors Group 143 115 148

Latour Industries 172 63 185

Specma Group 51 –64 121

Swegon 208 226 293

other 46 –44 –76

Total operating result 620 296 671

result from participation in associated companies 228 242 142

result from portfolio management 78 189 843

Result before financial items 926 727 1,656

Operating margin

Percent 2010 2009 2008

hultafors Group 12.6% 10.9% 12.2%

Latour Industries 13.3% 5.3% 10.7%

Specma Group 3.6% –6.1% 7.3%

Swegon 9.7% 10.9% 12.7%

other – – –

Total operating margin 10.3% 5.4% 9.5%

The current structure with four business areas is implemented as of 2010. The reported figures for 2009 and 2008 are

recalculated to obtain comparability and may differ from the reported figures in each respective annual report.



2010 compared to 2009Net sales

All business areas experienced positive demand develop-

ment in 2010. orders received increased by 18.5 per cent to

SEk 6,165 m (5,201). net sales increased by 10.1 per cent

to SEk 5,991 m (5,440). Adjusted for comparable units and

currency effects, this represented an increase of 12.8 per

cent, of which 3.5 per cent was derived from acquisitions.

Business area hultafors Group increased net sales by 7.8

per cent. Adjusted for currency effects, this represented an

increase of 14.6 per cent. volumes recovered and by the

end of the year all markets showed growth.

Business area Latour Industries increased net sales by 8.4


increase of 12.0 per cent, of which 2.2 per cent was derived

from acquisitions. nord-Lock, Specma Tools and Brickpack

experienced strong growth, while Specma Seals, Fortiva and

Carstens experienced weaker growth. Stenbergs experi-

enced a decline as a result of the late cyclicality of the busi-

ness and low investment interest in the nordic manufactur-

ing industry.

Business area Specma Group increased net sales by 35.4


increase of 38.2 per cent, of which 4.3 per cent was derived

from acquisitions. In 2010, the main customers to Specma

Group were in the automotive industry, manufacturers of

conduction components, as well as in the marine industry.

Following the economic downturn, which predominantly

affected the automotive industry and conduction compo-

nent manufacturers in 2008 and 2009, demand increased

in 2010.

Business area Swegon increased net sales by 3.5 per cent.

Adjusted for currency effects, this represented an increase

of 8.5 per cent, of which 5.5 per cent was derived from

acquisitions. The late-cyclicality of Swegon’s business

caused hampered recovery compared to manufacturing

industry in general. during the first half of 2010 the busi-

ness still experienced negative growth, which however

shifted in the latter half of the year as orders received

increased.

In conclusion, the growth during 2010 was more modest

in Swegon and Latour Industries. Both Swegon and parts of

Latour Industries represent late cyclical businesses compared

to other businesses.

Result

operating result for the industrial and trading operations

increased to SEk 620 m (296). operating result in the

underlying business areas totalled SEk 574 m (340), which

represented a result improvement of 68.8 per cent. operat-

ing margin in the business areas increased to 9.6 per cent

(6.3). The result from participation in associated companies

totalled SEk 228 m (242), while the result from portfolio

management totalled SEk 78 m (189). The result from par-

ticipation in associated companies comprised the result

from holdings in AB Fagerhult, Sweco AB and nederman

holding AB. The result from portfolio management com-

prised mainly dividends.

Business area hultafors Group increased operating result

to SEk 143 m (115) corresponding to an operating margin

of 12.6 per cent (10.9). The increase was mainly caused by

increased volumes. A high proportion of purchases are

made in uSd while a high proportion of sales are made in

Eur, thus making the business area sensitive to currency

exchange fluctuations. The currency situation, deemed as

competition neutral, generated in total a slightly negative

effect on the result compared to 2009.

Business area Latour Industries increased operating result

to SEk 172 m (63) corresponding to an operating margin of

13.3 per cent (5.3). The result increase was caused by a ben-

eficial product mix effect where profitable units experienced

the highest growth. Concurrently, some businesses experi-

enced profitability issues in 2009, for most of which meas-

ures were taken in 2010.

Business area Specma Group increased operating result

to SEk 51 m (–64) corresponding to an operating margin of

3.6 per cent (–6.1). In all, the result increase was caused by

volume increases. however, the drastic volume increase

caused additional costs associated with increased produc-

tion, which hampered the result improvement.

Business area Swegon decreased operating result to SEk

208 m (226) corresponding to an operating margin of 9.7

per cent (10.9). The result decreased, despite increasing vol-

umes, mainly as a result of increased resources being allo-

cated to product development and continued expansion in

Europe.



Assets

The strong performance of the financial markets was bene-

ficial for Latour’s major asset item, listed shares. The report-

ed value of the listed shares, which comprises a majority of

the financial assets, increased from SEk 6,960 m to SEk

8,138 m. Simultaneously, the recovery among Swedish

industrials meant increased net sales in Latour’s operations,

leading to increased working capital.

Acquisitions contributed to in an increase in goodwill,

from SEk 962 m to SEk 1,388 m. An increased in tangible

assets, from SEk 691 m to SEk 847 m, was also primarily a

result of acquisitions.

Financial position

At year-end, the Group’s cash in hand and liquid invest-

ments totalled SEk 573 m (564). Interest-bearing debt,

excluding pension liabilities, totalled SEk 759 m (1,176).

Group net borrowings, including pension liabilities, totalled

SEk 285 m (695). The equity ratio was 83 per cent (81) cal-

culated on equity in relation to total assets. Including sur-

plus values in the associated companies the equity ratio was

85 per cent (82).

At year-end, shareholders’ equity totalled SEk 12,280 m

(9,956).

Interest-bearing long-term liabilities increased to SEk 378

m from SEk 200 m. Concurrently, interest-bearing current

liabilities decreased to SEk 581 m from SEk 1,120 m. Thus,

total interest-bearing liabilities decreased by SEk 402 m. The

fact that long-term liabilities increase in relative proportion

to total interest-bearing liabilities is part of Latour’s strategy

to gradually shift to long-term liabilities following the finan-

cial crisis. The total decrease in interest-bearing liabilities

was a result of the utilisation of significant cash flows to

amortise interest-bearing liabilities.

Cash flow

In 2010, the Group’s cash flow from current operations

totalled SEk 485 m (704). The economic recovery implied

increased net sales and, thus, an increased working capital

need. The growth in working capital affected the cash flow

from current operations negatively by SEk –93 m (284).

Acquisition of subsidiaries further burdened the cash flow

for the period by SEk –437 m (–28). net investments in

tangible assets affected the cash flow during the period by

SEk –92 m (–119).

Cash flow from portfolio management totalled SEk

1,208 m (561) mainly as a result of the divestment of the

holding in munters.

Thus, cash flow before financial payments for the period

totalled SEk 1,171 m (1,118).

Cash flow for the period totalled SEk 37 m (296).

Investments

Investments in tangible assets during the year totalled

SEk 341 m (171), of which SEk 215 m (10) referred to fixed

assets in newly acquired companies. of the investments,

SEk 171 m (121) were machinery, SEk 22 m (12) vehicles

and SEk 148 m (38) buildings.

Changes in the industrial and trading operations

Within the industrial and trading operations seven acquisi-

tions were made in 2010. In addition, one company was

divested.

At the beginning of october, business area Swegon

acquired all shares in the Italian chiller manufacturer Blue

Box.

In September, the Latour Industries business area

acquired all shares in rEAC. The company develops, manu-

factures and sells electrical actuators and lifts. In october,

the business area acquired all shares in kontikab.

In december Latour Industries acquired all shares in LSAB.

The company sells, manufactures and services tools for

wood and metal cutting in Sweden, Finland, Estonia, Latvia

and russia. In december the business area acquired the

remaining 51 per cent of shares in pressmaster. pressmaster

develops, manufactures and sells professional hand tools.

At the beginning of the year the Specma Group business

area acquired all shares in Samwon Tech (Europe) Ltd. The

business area also made a smaller acquisition in denmark,

komponenthuset A/S, which supplements the business area

in the after sales division based in the nordic area.

At the beginning of 2010 the Latour Industries business

area divested Specma Automation, an automation opera-

tion. At the end of the year the same business area divested

maskincentrum AB.

Changes in the investment portfolio

The value of the investment portfolio, adjusted for divi-

dends, increased in 2010 by 30.3 per cent while the compa-

rable index (SIXrX) increased by 26.7 per cent. during the



year the entire holdings in Elanders and munters were

divested, while 268,421 shares in hmS networks were

acquired, after which ownership increased to 16.6 per cent.

The divestiture of the share in munters was a result of the

acceptance of nordic Capital’s public offer. The divestiture

generated cash proceeds of SEk 843 m and a capital gain of

SEk 213 m. In addition SEk 111 m was received in dividends

and redemption while the company was still owned by

Latour.

The divestiture of Elanders generated capital losses of

SEk 347 m.

2009 compared to 2008Net sales

during 2009, demand decreased as a result of the econom-

ic downturn affecting the world economy. orders received

decreased by 23.4 per cent to SEk 5,201 m (6,793). net

sales decreased by 23.1 per cent to SEk 5,440 m (7,071).

Adjusted for currency effects and comparable units, this

corresponded to a decrease of 25.8 per cent of which an

increase of 0.7 per cent was derived from acquisitions.

Business area hultafors Group decreased net sales by

13.3 per cent. Adjusted for currency effects, this represent-

ed a decrease of 17.9 per cent of which an increase of 2.5

per cent was derived from acquisitions. The subsequent

economic downturn affected the business area as of the

latter half year of 2008 and during 2009. The downturn

affected the business area in all markets.

Business area Latour Industries decreased net sales by

30.8 per cent. Adjusted for currency effects, this represent-

ed a decrease of 32.4 per cent of which an increase of 3.7

per cent was derived from acquisitions. In 2009, this busi-

ness area was also significantly burdened by the downturn

following the weak economic climate.

Business area Specma Group decreased net sales by 36.6

per cent. Adjusted for currency effects, this represented a

decrease of 38.8 per cent. Customers in the passenger car

industry were struck by the weak economic development

already in mid 2008. Subsequently, a downturn in heavy

vehicles and conduction components followed and lasted

through 2009. Customers within the marine industry were

not negatively affected until the end of 2009.

Business area Swegon decreased net sales by 10.0 per

cent. Adjusted for currency effects, this represented a

decrease of 13.2 per cent. The business area was less bur-

dened than other business areas during 2009, due to the

late cyclicality of the business.

In conclusion, 2009 was one of the most difficult years in

a very long time for Swedish industry. The global financial

crisis implied significantly reduced demand in all areas.

Result

operating result for the industrial and trading operations

decreased to SEk 296 m (671). operating result in the

underlying business areas totalled SEk 340 m (747), which

represented a decrease in result of 54.5 per cent. operating

margin in the business areas decreased to 6.3 per cent

(10.8). Extensive savings were conducted during 2009.

The result from participation in associated companies

totalled SEk 242 m (142), while the result from portfolio

management totalled SEk 189 m (843). The result from

participation in associated companies was derived from the

result of holdings in AB Fagerhult, Sweco AB and nederman

holding AB. The result from portfolio management com-

prised mainly dividends and capital gains from divestments.

Business area hultafors Group decreased operating result

to SEk 115 m (148) corresponding to an operating margin

of 10.9 per cent (12.2). The result decrease was caused

both by the decrease in volumes as well as by significant

costs to reorganise in line with current economic climate.

Business area Latour Industries decreased operating result

to SEk 63 m (185) corresponding to an operating margin of

5.3 per cent (10.7). The mix effect affected the business

area negatively during 2009. Concurrently, significant sav-

ings programmes were implemented in many units, affect-

ing result development negatively.

Business area Specma Group decreased operating result

to SEk –64 m (121) corresponding to an operating margin

of –6.1 per cent (7.3). The decrease was difficult to mitigate

through cost reductions. Extraordinary savings programmes

implied significant costs as well as a negative effect on the

companies’ human capital.

Business area Swegon decreased operating result to SEk

226 m (293) corresponding to an operating margin of 10.9

per cent (12.7). The result decrease was caused by declining

volumes in combination with the fact that no reductions in

product development and sales staff were made.



Assets

Following the downturn of the financial markets in 2008,

the financial markets rebound during 2009 was beneficial

for Latour’s major asset item, listed shares, resulting in an

increase in reported value from SEk 5,048 m to SEk 6,960

m. Lower volumes as a result of the financial crisis caused

significant drop in net sales of Latour’s holdings, leading to

a decrease in working capital.

Acquisition activity was low and goodwill increased by

only SEk 50 m to amount to SEk 962 m.

Financial position

At year-end, the Group’s cash in hand and liquid invest-

ments totalled SEk 564 m (264). Interest-bearing debt,

excluding pension liabilities, totalled SEk 1,176 m (1,413).

Group net borrowings, including pension liabilities, totalled

SEk 695 m (1,286). The equity ratio was 81 per cent (73)

calculated on equity in relation to total assets. Including sur-

plus values in the associated companies the equity ratio was

82 per cent (75).

At year-end, shareholders’ equity totalled SEk 9,956 m

(7,894).

Interest-bearing long-term liabilities increased to SEk 200

m from SEk 164 m. Concurrently, interest-bearing current

liabilities decreased to SEk 1,120 m from SEk 1,405 m.

Thus, total interest-bearing liabilities decreased by SEk 249

m. The fact that long-term liabilities increase in relative pro-

portion to total interest-bearing liabilities is part of Latour’s

strategy to gradually shift to liabilities with longer maturities

following the financial crisis. The total decrease in interest-

bearing liabilities was a result of the utilisation of cash flows

to amortise interest-bearing liabilities.

Cash flow

In 2010, the Group’s cash flow from current operations

totalled SEk 704 m (588).

The Group’s cash flow from current operations was posi-

tively affected by a decrease in working capital by SEk 284

m (-100). Cash flow from current operations was worse in

2008 than in 2009 despite the underlying result being

worse in 2009. This outcome can be attributed to the

increase in working capital during 2008 due to increased

sales volume. Acquisition of subsidiaries burdened the cash

flow during 2009 by SEk –28 m (–214) and investments in

tangible assets affected the cash flow during the period by

SEk –119 m (–173). hence, the acquisition and investment

activity was greater during 2008. In 2009, cash flow from

portfolio management totalled SEk 561 m (923) mainly as a

result of the divestments of shares in oEm International and

Sweco. The primary reason for cash flow from portfolio

management being greater in 2008 than 2009 was due the

divestment of Securitas direct.

Cash flow before financial payments for the period

totalled SEk 1,118 m (1,116).

Cash flow for the period totalled SEk 296 m (98).

Investments

Investments in tangible assets during the year totalled SEk

171 m (203) of which SEk 10 m (47) referred to fixed assets

in newly acquired companies. of the investments, SEk 121 m

(126) were machinery and inventory, SEk 12 m (18) vehicles

and SEk 38 m (59) buildings.

Changes in the industrial and trading operations

Within the industrial and trading operations, two acquisi-

tions were made in 2009. In addition, one company was

divested.

The hand Tool business area acquired Snicker’s franchise

operators in Great Britain during the first quarter. Further,

during the second quarter, the machinery Trading business

area acquired CnC Industriservice A/S in vejle, denmark.

during the fourth quarter, the Engineering Technology

business area acquired 49 per cent of shares in pressmaster

holding AB, the owner of pressmaster AB, through a new

issue. Furthermore, an option to buy the remaining 51 per

cent of shares over a three year period was acquired.

Further, the Automotive business area divested all shares

in hordaGruppen AB during the fourth quarter.

Changes in the investment portfolio

during 2009, the value of the investment portfolio

increased by 45.6 per cent while comparable index (SIXrX)

increased by 52.5 per cent. during the year, a further

252,579 shares were acquired in hmS networks, increasing

the ownership to 14.2 per cent of capital and votes. The

entire holdings in oEm International as well as 1,750,000

B-shares in Sweco were divested during the fourth quarter.

After the divestiture the ownership in Sweco was 32.6 per

cent of capital and 23.1 per cent of votes.



Capital structure and other financial informationAdditional financial informationShareholders’ equity and liabilities

Latour’s capitalisation as of december 31, 2010 is reported

below.

SEK mDecember 31,

2010

Total current interest-bearing liabilities

Guaranteed –

Secured –

unguaranteed/unsecured 540

Total long-term interest-bearing liabilities

Guaranteed –

Secured –

unguaranteed/unsecured 378

Total shareholders’ equity

Share capital 110

repurchased shares –29

other reserves 5,941

profit brought forward 6,258

non-controlling interest 0

Net indebtedness

presented below is Latour’s net indebtedness as at decem-

ber 31, 2010.1)

SEK mDecember 31,

2010

(A) Cash –

(B) Cash equivalents 573

(C) Trading securities –

(D) Cash and cash equivalents (A)+(B)+(C) 573

(E) Current receivables –

(F) Current bank debt 581

(G) Current portion of long-term debt –

(h) other current debt –

(I) Current debt (F)+(G)+(H) 581

(J) Net current indebtedness (I)–(E)–(D) 8

(k) Long-term receivables 60

(L) Long-term bank debt –

(m) Bonds issued –

(n) other long-term debt 337

(O) Long-term debt (L)+(M)+(N) 337

(P) Net long-term indebtedness (O)–(K) 277

(Q) Net indebtedness (J)+(P) 285

As of december 31, 2010, there have been no significant

changes to the company’s total shareholders’ equity or

indebtedness. however, during the year Autotube has been

divested, which has had a positive impact on the cash bal-

ance. A supplementary information document will be pub-

lished on may 6, 2011, following Latour’s publication of the

interim report for the period January – march, 2011. The

supplementary information document will include, among

other, information regarding Latour’s shareholders’ equity

and liabilities as well as net indebtedness in accordance with

the tables presented above as at march 31, 2011.

Financial resourcesAs a result of Latour’s intention to continue to acquire new

holdings and make additional continuous investments a

need for financing arises. The merged entity’s current

indebtedness and financial targets imply that the entity has

capacity for further investments. At the end of 2010, Latour

had cash and cash equivalents of SEk 573 m, in all consist-

ing of outstanding bank deposits. of the Group’s and the

parent company’s liquid assets, SEk 5 m comprise frozen

funds. Latour has been granted credit facilities of SEk 3,300

m of which SEk 2,600 m are long-term and expire first dur-

ing 2013-2016. The facilities are specified in further detail in

the table below.

SEK m

Current operating credits 700

Credits granted until 2013 1,035

Credits granted until 2014 500


Total 3,300

Latour has the right to draw on the credit facilities during

the maturity. of the total credit facilities, amounting to SEk

3,300 m, SEk 234 m of the SEk 700 m short-term facilities

as well as SEk 250 m of the SEk 1,065 m (maturity 2015)

long-term facilities had been utilised as at december 31,

2010. none of the facilities which mature during 2013 and

2014 were as at december 31, 2010 utilised. The Group

had, in addition to the unutilised credit facilities, a cash bal-

ance of SEk 573 m as at december 31, 2010. As at decem-

ber 31, 2010, the Group’s financial net indebtedness

amounted to SEk 285 m, which implies that a significant

amount of funds remain available under the credit facilities.

Latour intends to refinance existing loans that expire with

1) net indebtedness includes interest-bearing assets reduced by interest-bearing liabilities. net indebtedness should also include assets and liabilities classified as financial whether or not they are interest-bearing. Such items are infrequent and do not amass to any significant amounts.



new loans under the given credit facilities. The company’s

current financial liabilities amount to SEk 581 m and long-

term financial liabilities amount to SEk 337 m, of which SEk

178 m are interest-bearing liabilities. The long-term liabili-

ties, excluding pension liabilities, expire to maturity as pre-

sented in the table below.

SEK m 2010 2009 2008

Liabilities to credit institutions falling due in 1–5 years

49

7

3

Liabilities to credit institutions falling due in >5 years

7

5

6

Liabilities referring to financial leasing 82 – –

other long-term liabilities 40 44 15

Total 178 56 24

The equity/asset ratio for the Group as at december 31,

2010 was 83 per cent, the net debt/equity ratio was 2 per

cent and the net debt/EBITdA ratio was 0.4x.

Statement regarding working capitalLatour considers the current working capital sufficient for

the present needs of Latour for the forthcoming twelve

months.

Intangible assets

Intangible assets comprise goodwill as well as trademarks

and licenses. All goodwill is attributable to the industrial and

trading operations. In 2010, impairment tests concluded

that no write-downs were necessary.

As at december 31, 2010, Latour’s intangible assets

amounted to SEk 1,439 m of which goodwill amounted to

SEk 1,388 m.

SEK m 2010

Goodwill 1,388

Trademarks and licenses 51

Total 1,439

Tangible assetsTangible assets relate mainly to the wholly-owned industrial

and trading operations and are primarily comprised of

buildings, machinery and equipment.1)

As at december 31, 2010, Latour’s tangible assets

amounted to SEk 847 m. The balance sheet item, Buildings,

contains a real estate property which the Group holds pos-

session of according to a financial lease contract amounting

to SEk 101 m. Costs for operational lease contracts during

2010 amounted to SEk 67 m. pledged assets amounted to

SEk 16 m as at december 31, 2010.

SEK m 2010

Buildings 387

Land and land improvements 29

machinery 277

Equipment 145

Construction in progress and advance payments 9

Total 847

Financial assetsFinancial assets mainly refer to Latour’s participation in asso-

ciated companies and listed shares. participation in associat-

ed companies relate to holdings in Fagerhult, nederman

and Sweco while listed shares relate to holdings in ASSA

ABLoY, hmS networks, Loomis, niscayah Group and Secu-

ritas.

As at december 31, 2010, Latour’s financial assets

amounted to SEk 9,421 m.

SEK m 2010

participation in associates 1,179

Listed shares 8,138

other securities held as fixed assets 1

deferred prepaid tax 37

other long-term receivables 66

Total 9,421

InvestmentsSummarised in the tables below, are Latour’s combined

investments during the years 2008-2010. The investments

comprise, predominantly, investments in Latour’s wholly-

owned operations and add-on acquisitions to such opera-

tions.

In 2010 Latour’s total investments amounted to SEk 831

m, in 2009 to SEk 239 m, in 2008 to SEk 446 m. up until

April 20, 2011, investments totalled approximately SEk 60 m.

The investments are divided between the following geo-

graphic markets accordingly:

SEK m 2010 2009 2008

Sweden 339 214 205

Scandinavia excl. Sweden 14 9 96

Europe excl. Scandinavia 474 13 136

other markets 4 3 9

Total 831 239 446

The investments are divided between the following business

divisions accordingly:

1) All of Latour’s tangible assets are assigned to the industrial and trading operations except SEk 0 m (SEk 311,000) which relate to office equipment and similar assets at karpalunds ångbryggeriaktiebolag.



SEK m 2010 2009 2008

hultafors Group 8 28 120

Latour Industries 267 81 163

Specma Group 52 34 36

Swegon 481 82 108

other 23 14 19

Total 831 239 446

The investments presented above refer to investments that

have been activated in the balance sheet. For example, such

activated assets comprise acquisition goodwill and fixed

assets belonging to the acquired entity.

When a company is acquired, the net assets and the addi-

tional purchase price of the acquired operations are identi-

fied which collectively comprise the cash regulated purchase

price. Adjustments are made for items not included in the

cash flow as well as cash in acquisition in order to obtain

the total effect on Group cash.

of the investments presented above, SEk 106 m for 2010,

SEk 164 m for 2009 and SEk 179 m refer to cash flow gen-

erating investments in existing companies, SEk 720 m for

2010, SEk 75 m for 2009 and SEk 293 m for 2008 refer to

tangible assets including goodwill which is added through

acquired subsidiaries and SEk 5 m for 2010, SEk 0 m for

2009 and SEk –26 m for 2008 as a result of a change in

construction in progress.

In 2010, seven acquisitions were made. These acquisitions

affected the Group’s cash and cash equivalents accordingly:

Samwon Tech (SEk –29 m), Blue Box (SEk –189 m), rEAC

(SEk –84 m), pressmaster (SEk –33 m), komponenthuset

(SEk –2 m), kontikab (SEk –9 m) and LSAB (SEk –89 m).

In 2009, two acquisitions were made. These acquisitions

affected the Group’s cash and cash equivalents accordingly:

Snickers Workwear uk franchisee (SEk 1 m) as well as

(SEk –18 m).

In 2008, eight1) acquisitions were made. These acquisi-

tions affected the Group’s cash and cash equivalents

accordingly: Snickers Workwear’s norwegian, danish and

Finnish franchisees were acquired (SEk –74 m), Skandinavis-

ka Chuckfabriken (SEk –35 m), Fisco Tools (SEk –48 m) as

well as the nord-Lock retailers in Benelux (SEk –22 m),

Japan (SEk –8 m) and Germany (SEk 14 m) were acquired.

numbers in parenthesis refer to the net cash effect of the

acquisition, including the cash balance of acquired compa-

ny. In the acquisitions of Snickers Workwear’s franchisers in

the uk and nord-Lock’s resellers in Germany, the cash bal-

ance amounted to SEk 11 m and SEk 16 m, respectively. As

a result of the size of the acquired cash balances the net

effect on Latour’s cash balance was positive.

The cash flow effect from company acquisitions entails

the purchase price for the acquired shares adjusted for cash

belonging to the acquired company. In general, any poten-

tial additional purchase price for the acquisition affects cash

flow at another point in time than when the asset is activat-

ed. The consequence is that the activated investment often

does not align with the cash-flow generating investment,

which is shown in the table below.

SEK m 2010 2009 2008

Acquisitions of subsidiaries 437 28 214

Acquisition of fixed assets 106 164 179

Total 543 192 393

Investments within the wholly-owned industrial and trading

operations occur continuously based upon the pertinent

need for investment of each division. disregarding the

investments that are incorporated within the group in con-

nection with realised acquisitions, continuous investments

(replacement and expansion investments) in the range of

SEk 100-180 m per annum are conducted. presently, there

are no significant ongoing or committed undertakings of

future investments.

Latour has planned to finance necessary investments

using available credit facilities. Latour has been granted

credit facilities of SEk 3,300 m of which SEk 2,600 m is

long-term and expire during 2013–2016.

Geographic net sales split

SEK m 2010 2009 2008

Sweden 2,546 2,447 3,292

Scandinavia excl. Sweden 1,463 1,523 2,054

Europe excl. Scandinavia 1,687 1,214 1,560

other 295 256 165

Total 5,991 5,440 7,071

of the wholly-owned industrial and trading net sales during

2010, approximately 42 per cent was generated in Sweden.

1) Snickers Workwear franchisees in norway, denmark and Finland are reported collectively.



please note that the distribution solely relates to the group

and that Latour in addition has a significant fraction of its

result stemming from associates.

Significant changes since the publication of the annual report 2010There have been no significant changes to Latour’s financial

position or position on the market since the publication of

the annual report 2010.

however, worth noting is that in march 2011, Specma

hydraulic AB, parent company in the business division Spec-

ma Group, divested 100 per cent of the shares in Autotube

AB to Accent Equity 2008. The divestiture constituted part

of Latour’s ongoing review of the structure in the industrial

and trading operations. As a result of the transaction,

Latour Group’s net indebtedness was reduced by approxi-

mately SEk 160 m.

In march 2011, Latour acquired 60,000 shares in hmS

networks.

In April 2011, Latour, through Latour Industries, acquired

denstech AB, a supplier of special services within sealing

technology.

Significant trends since the publication of the annual report 2010during the beginning of 2011, Latour has noted a positive

trend in net sales within the industrial and trading opera-

tions. Latour believes that the increase in net sales corre-

sponds to the existing expectations of the financial markets.

The harsh winter has, to some extent, delayed deliveries of

products intended for ongoing construction projects with

clients. The implication of the harsh winter is therefore that

the net sales, under more favourable conditions, could have

been higher.

Dividend and dividend policyLatour’s Board of directors has had the intention to distrib-

ute dividends received from the portfolio companies as well

as a portion of the earnings of the wholly-owned subsidiar-

ies deemed reasonable with respect to the company’s finan-

cial position, investment need, tax situation and possible

acquisitions.

dividends in Swedish companies are resolved upon by the

General meeting. dividends may only be made if Latour,

after such dividends, still enjoys full coverage of its restricted

equity and further to the extent that such dividends appear

justified taking into consideration the demands with respect

to size of shareholders’ equity which are imposed by the

nature, scope and risks associated with the operations and

Latour’s need to strengthen its balance sheet, liquidity and

financial position in general (the prudence rule). As a gener-

al rule, the shareholders may not decide upon larger divi-

dends than those proposed or approved by the Board of

directors.

dividends are normally paid to shareholders as a cash

amount per share through Euroclear Sweden. The right to

dividends vests in any person who is, on the record date,

registered as a shareholder on the record date in the share

register maintained by Euroclear Sweden. If a shareholder

cannot be contacted through Euroclear Sweden, the share-

holders’ claim with respect to the dividend remains and is

limited only by the statute of limitations rule (ten years).

Where the statute of limitations applies, the dividend

amount accrues to Latour. neither the Swedish Companies

Act nor Latour’s Articles of Association contain any restric-

tion on the right to dividends with respect to shareholders

domiciled outside of Sweden. other than in case of possible

restrictions in connection with bank or clearing systems in

the concerned jurisdictions, payments of dividends to such

shareholders are made in the same way as to other share-

holders domiciled in Sweden.

Financial risk management and sensitivity analysis for LatourGeneral

The Group’s financing operations and management of

financial risks is primarily centralised to Group staff. The

business is operated in accordance with the finance policy

adopted by the Board of directors and is characterised by a

low level of risk. The purpose is to ensure the Group’s long-

term financing, minimise the Group’s capital expense and

effectively manage and control the Group’s financial risks.

Currency exposure

The Group’s operations are exposed to currency risk in the

form of exchange rate fluctuations. The Group’s currency

exposure partly consists of transaction exposure relating to

purchases and sales in foreign currency, and partly of trans-

lation exposure relating to net investments in foreign sub-

sidiaries and exchange rate fluctuations when the results

from foreign subsidiaries are converted to Swedish krona.



Transaction exposure

The Group’s goal concerning transaction exposure is to

hedge 50 per cent of the coming 12 months’ budgeted

cash flows. The net effect of hedging on results was SEk 38

m during 2010, SEk 17 during 2009 and SEk -12 during

2008.

The net currency flows during 2010 for Swedish units

were distributed as follows:

Currencies SEK m

nok 247

dkk 77

GBp 40

uSd –205

Eur –8

Total 151

Given a net transaction exposure equivalent to the one in

2010, and that hedging measures had not been taken,

results would be affected negatively by SEk 1 m if the

Swedish crown had become one percentage point stronger

compared to all other transaction currencies.

on december 31, 2010 the Group had outstanding

hedging contracts distributed in the following currencies

and on these maturity dates.

Currency (SEK m) 2011 2012 2013 Total

Sell Eur 173 70 41 284

Sell nok 118 51 – 169

Sell dkk 56 38 23 117

Sell GBp 25 – – 25

Sell uSd 16 – – 16

Sell ChF 14 – – 14

Sell pLn 23 – – 23

Sell total 425 159 64 648

Buy Eur –4 – – –4

Buy uSd –94 –53 –63 –210

Buy total –98 –53 –63 –214

Net 327 106 1 434

The valuation of the forward exchange contracts to fair val-

ue is a derivative instrument and totalled SEk 27 m at the

end of 2010, SEk –11 m at the end of 2009 and SEk –27 at

the end of 2008.

Translation exposure

The need to hedge net assets in foreign subsidiaries is decid-

ed on a case-to-case basis and hedges are based on the

group-wise value of the net assets. hedging is done through

loans in foreign currency. profit from hedges in foreign

operations was SEk 23 m at the end of 2010, SEk 20 m at

the end of 2009 and SEk –33 m at the end of 2008. The

amount was presented in the item reserves in equity.

Currencies

Amount (SEK m)

Interest rate (%)

Eur 109 38

dkk 14 5

nok 106 37

uSd 11 4

GBp 3 1

ron 10 3

ChF 6 2

LvL 8 3

pLn 12 4

JpY 8 3

other 1 0

Total 288 100

Exchange rate difference from translation of foreign net

assets for the year amounted to SEk –108 m at the end of

2010, SEk –20 m at the end of 2009 and SEk 80 m at the

end of 2008 and is reported in reserves in equity.

Financing risks

In order to reduce the risk of difficulties in procuring capital

in the future and refinancing of matured loans, the Group

has the following contracted credit commitments:

SEK m

Current operating credits 700


Credits granted until 2014 500


Total 3,300

The Group’s net financial liabilities, excluding shareholdings

and other securities, amounted on december 31, 2010 to

SEk 285 m. most of the Group’s loans are in SEk with a

maturity period of less than one year but within the existing

credit facilities.

Granted credits contracts longer than one year contain

financial covenants which state that net borrowing may not

exceed a certain level in relation to the listed market price of

the Group’s listed securities.



Even if Group credit were utilised to the limit as at

december 31, 2010, there would still be a substantial mar-

gin to the covenant limit.

Interest exposure

The Latour Group’s major source of financing is the cash

flow from current operations and portfolio management as

well as from loans. The loans, which are interest-bearing,

expose the Group to interest rate risks.

Interest rate exposure is the risk that interest rate fluctua-

tions will affect the Group’s net interest and/or cash flow

negatively.

The Group’s financing policy establishes guidelines for

setting fixed rates and average loan periods for borrowings.

The Group strives to achieve a balance between the esti-

mated cost of servicing loans and the risk that major interest

rate fluctuations might affect profits negatively. At the end

of 2010 the average fixed loan period was about three

months.

If the interest rate level of Latour’s loan portfolio had

been one percentage point higher, the result for the year

would have been affected by SEk –12 m.

The average cost for outstanding long and short term

borrowing on the balance sheet date:

Currencies

Amount (SEK m)

Interest rate (%)

Long-term borrowing SEk 60 4.7

Long-term borrowing Eur 113 2.1

Long-term borrowing GBp 1 0.0

Long-term borrowing dkk 4 6.2

Total 178 3.1

Currencies

Amount (SEK m)

Interest rate (%)

Short-term borrowing SEk 260 3.0

Short-term borrowing dkk 0 0.0

Short-term borrowing Eur 272 1.8

Short-term borrowing CnY 8 4.5

Total 540 2.8

Credit risk

The Group has limited exposure to credit risks. These risks

are primarily related to outstanding accounts receivable.

Losses on accounts receivable arise when customers

become insolvent or for other reasons fail to meet their pay-

ment obligations. The risks are limited through credit insur-

ance policies. Certain businesses even require payment in

advance. Group management takes the view that there is

no significant credit risk concentration in relation to any

specific customer or counterparty or in relation to any spe-

cific geographic region.

Price risk

The Group is exposed to a price risk concerning shares due

to investments held by the Group and which, in the Group’s

balance sheet are classified either as available-for-sale finan-

cial instruments or assets valued at fair value via profit or

loss. The price risk on shares consists of share price risks,

liquidity risks and counterparty risks. Share price risk is the

risk of value loss due to changes in prices on the stock mar-

ket. This is the greatest risk in Latour’s business and occurs

primarily in the valuation of the investment portfolio com-

panies. These are regularly analysed and monitored by

Latour’s group management. Latour affects companies’

strategies and decisions through its active ownership, which

is in part manifested through board participation. Liquidity

risk can occur if a share, for example, is difficult to sell.

Liquidity risk is, however, limited. Counterparty risk is the

risk that a party in a transaction with a financial instrument

cannot fulfil their obligations and thereby creates a loss for

the other party.

The Group is not exposed to any significant price risk con-

cerning raw materials or commodities.

Business risks

Business risk is the risk of a loss due to shortcomings in

internal routines and systems. A number of internal guide-

lines and regulations as well as policies adopted by the

board are the basis of Latour’s risk management. Legal

reviews of contracts and relations are performed regularly.

The company also has a system of continuous controls that

regulate and ensure responsibility and authority in daily

operations. Insurance risks in the Group are handled

depending on the deemed need for insurance. matters con-

cerning secrecy and information security are highly priori-

tised at Latour and are regulated by internal guidelines.

Latour also continuously controls and develops its systems

and procedures concerning IT security.



Share capital and ownershipShare capital in LatourAccording to the Articles of Association, the share capital

shall amount to not less than SEk 100 million and not more

than SEk 400 million. The number of shares shall be not less

than 40 million and not more than 160 million. Before the

merger, the share capital of Latour amounts to SEk

109,550,000 distributed among 12,084,160 shares of

Class A and 119,375,840 shares of Class B, a total of

131,460,000 shares.1) Each share of Class A entitles the

holder to ten votes and each share of Class B entitles the

holder to one vote. All shares confer equal rights to the

company’s assets, earnings and potential surplus in case of

liquidation. All shares in Latour have been issued according

to Swedish legislation and are denoted in Swedish krona

(SEk). All shares have a quotient value of approximately SEk

0.83. Shareholders’ rights can only be changed in accord-

ance with the procedure stated in the Swedish Companies

Act (2005:551). The shares in Latour are not subject to any

transfer restrictions.

As a part of the merger, Latour will issue 28,500,000

new shares of Class B as merger consideration to the

shareholders of SäkI. The merger will result in an increase

in the number of shares in the company from a total of

131,460,000 shares to a total of 159,960,000, correspond-

ing to an increase of approximately 21.7 per cent. Further,

the merger will result in an increase in Latour’s share capital

from SEk 109,550,000 to SEk 133,300,000. As a conse-

quence hereof, Latour’s Board of directors has proposed to

the Annual General meeting that the share capital limits set

out in the Articles of Association are changed to a minimum

of SEk 80,000,000 and a maximum of SEk 320,000,000

and that shares of Class A and Class B, respectively, can be

issued to a maximum number of 320,000,000 shares.

Latour’s Articles of Association hold a record day provi-

sion and the company’s shares are registered in an account-

based system at Euroclear Sweden, which means that Euro-

clear Sweden maintains the company’s share register. no

share certificates are issued. Latour’s shares of Class B are

listed at nASdAQ omX Stockholm and have the ISIn code

SE0000106320.

Share capital development

Year Transaction Class A shares Class B shares Share capital (SEK)

2006 Conversion of Class A shares 9,490,412 34,329,588 109,550,000

2007 Split 3:1, conversion of Class A shares 25,458,770 106,001,230 109,550,000




1) Including repurchased shares.



ShareholdersAs at march 31, 2011, Latour had a total of 9,871 shareholders. The ten largest shareholders are presented in the table below.

Gustaf douglas with family and holdings is the main shareholder in Latour with approximately 77.1 per cent of the equity and

79.9 per cent of the votes, as at march 31, 2011. This means that Gustaf douglas with family and holdings will be able to

practice influence over the merged entity and on General meetings in the merged entity. please also see “owners with signifi-

cant influence” under “risk factors”.

Shareholder

No. of Class A shares

No. of Class B shares

Equity (%)

Voting capital (%)

Gustaf douglas with family and holdings 10,050,000 90,965,400 77.1% 79.9%

The palmstierna Family 1,802,160 742,214 1.9% 7.8%

Bertil Svensson with family and holdings – 2,465,060 1.9% 1.0%

SEB funds – 2,316,005 1.8% 1.0%

Swedbank robur funds – 1,243,302 0.9% 0.5%

handelsbanken funds – 1,060,525 0.8% 0.4%

Lannebo funds – 842,559 0.6% 0.4%

didner & Gerge funds Aktiebolag – 570,000 0.4% 0.2%

kerstin Falk-petersen 54,525 – 0.0% 0.2%

Fourth national pension Fund – 531,731 0.4% 0.2%

Total 10 largest shareholders 11,906,685 100,736,796 86.0% 91.7%

Others 177,475 18,179,044 14.0% 8.3%

Total 12,084,160 118,915,840 100.0% 100.0%

Shareholders’ agreementsTo the best of Latour’s Board of directors’ knowledge, no

shareholders’ agreements or equivalent agreements exist

between shareholders in Latour with the objective of creat-

ing a joint influence over the company. To the best of the

Board of directors’ knowledge, there are no agreements or

equivalent arrangements that may lead to a change in con-

trol over the company.

Option schemesLatour holds 460,000 repurchased shares of Class B and

with respect to 230,000 of these call options were issued to

Latour’s senior executives and other key employees during

2009 and 2010 through Latour’s option schemes.1) The

option premium for the options issued in 2010 amounted

to SEk 9.60 per call option and the strike price per share

amounts to SEk 119.95. The option premium for the

options issued in 2009 amounted to SEk 7.60 per call

option and the strike price per share amounts to SEk 93.40.

The options have been issued on market terms.

For the upcoming Annual General meeting in Latour it

has been proposed that a new call option scheme to senior

executives and other key employees is launched. If the

scheme is implemented, market terms will be applied and

the scheme will not exceed 230,000 call options.

The intention is to issue a total of 460 000 call options to

senior executives and other key employees in the Latour

Group during a four year period. The duration of each

option scheme is four-years. The option schemes will result

in a maximum dilution in relation to the outstanding shares

of Latour, before the merger, with 0.35 per cent, i.e. less

than 0.1 per cent per year over the four years.

1) Call options have been issued to the following senior executives and other key employees: Anders mörck, Jan Svensson, Bo Jägnefält, henrik Johansson, mats holmqvist, mikael helmersson, urban Bülow, mats Lundgren, ola Sjölin and Sven-olof Libäck.



Share price developmentThe graphs below show the share price development on the stock market for Latour

and SäkI shares until March 31, 2011.

1) Total shareholder return based on the assumption that dividends are reinvested during the period.

0

200

400

600

800

1,000

1,200

1,400

0

20

40

60

80

100

120

140

160

2006 2007 2008 2009 2010 2011

Vol

ume

(’000

)

Shar

e pr

ice

(SEK

)

Turnover Latour B OMXS

Share price and trade in Latour relative to OMX Stockholm

Source: datastream

Aktiekurs och handel i SäkI relativt OMX Stockholm

Source: datastream

2006 2007 2008 2009 2010 2011

Vol

ume

(’000

)

Shar

e pr

ice

(SEK

)

Turnover SäkI OMXS

0

50

100

150

200

250

0

20

40

60

80

100

120

Total shareholder return1) for Latour and SäkI relative to SIX Return Index

Source: datastream

Tota

l sha

reho

lder

ret

urn

(%)

Latour SäkI SIX Return index (SIX RX)

0

100

200

300

400

500

600

700

800

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011



Information about Latour’s current management, Directors and auditorsLatour’s current managementJan Svensson

Born 1956. Employed as Chief Executive officer of Latour

since 2003. Jan Svensson is also member of the Board of

directors in Latour. Jan Svensson has a degree in mechanical

engineering and a Bachelor of Science degree (Economy).

Other assignments: Jan Svensson is CEo and director of

karpalunds ångbryggeriaktiebolag, Chairman of the Board

of directors of nordiska Industriaktiebolaget, Fov Foder-

vävnader i Borås AB, AB Fagerhult, Långhyttan Slipservice

AB, hultafors Group AB, reac AB, nederman holding AB,

Latour Industries International AB, Swegon AB, Specma

hydraulic AB and Svinöhed AB. he is also a director of

oxeon AB and Loomis AB.

During the past five years, Jan Svensson has been, but is no

longer, Chairman of the Board of directors of Gamledahls

AB, helsingelin AB, Aktiebolaget Sigfrid Stenberg, Snickers

Intellectual property AB, Autotube Aktiebolag, hS Joseph-

son AB, Camfil Luftfilter AB, oEm International Aktiebolag,

Brickpack Aktiebolag, LänsteknikCentrum i Jönköpings Län

Aktiebolag, John Fr Svenssons Begravningsbyrå i ängelholm

Aktiebolag, Fastighets Aktiebolaget hydraulen, Almi Före-

tagspartner Jönköping Aktiebolag, hordagruppen AB, AvT

Industriteknik AB and Almedahls AB. he has also been

director of munters Aktiebolag, handelskammarens i

Jönköpings län Service Aktiebolag and Fagerhults Belysning

Aktiebolag.

Shares in Latour, own and related parties’ holdings:

122,000 shares of Class B

Call options in Latour: 86,000 call options (shares of Class B)

Put options in Latour: 80,000 put options (shares of Class B)

Anders Mörck

Born 1963. CFo since 2008. Anders mörck has an mA in

economics.

Other assignments: Anders mörck is a member of the Board

of directors of Latour-Gruppen Aktiebolag, hultafors Group

AB, Swegon AB, Latour Industries International AB, Specma

hydraulic AB as well as CEo and director of nordiska Indus-

triaktiebolaget.

During the past five years, Anders mörck has been, but is no

longer, Chairman of the Board of directors of pCS Fastig-

hets AB and SCF i Göteborg AB, and director of Aktie-

bolaget Sigfrid Stenberg, Autotube Aktiebolag, vittra Aktie-

bolag, Anew Learning Aktiebolag, Törnskogen utbildning

Aktiebolag, rösjötorp utbildning Aktiebolag, Bure utveck-

lings Aktiebolag, Am kapital AB, Framtidsgymnasiet i Göte-

borg Aktiebolag, mercuri International Group AB, Carlstedt

research & Technology CrT holding Aktiebolag, vittra

Inventarieservice Aktiebolag, Cindra AB, Bure hälsa och

Sjukvård AB, Länia material AB, Business Communication

Group Scandinavia AB, Gårda äldrevård holding AB,

Sancera AB, Energo AB, Cintera AB, primaskolan i Sverige

AB, Convenio Communication AB, Bure Tillväxt AB, Acade-

media Support AB, Framtidsgymnasiet i Sverige AB, C-cior

AB, IT Gymnasiet Sverige AB and Cr&T ventures AB.



Call options in Latour: 25,000 call options (shares of Class B)

Put options in Latour: –



Latour’s current Board of DirectorsLatour has six directors, including the Chairman, who have

all been elected for a period up until the Annual General

meeting 2011. The directors, their position and when they

were elected for their current position in Latour is described

in the table below. For further information, see “Legal

issues and other additional information – Corporate

Governance”.

Name Position Member since

Fredrik palmstierna Chairman 2008

Anders Böös director 2005

Carl douglas director 2008

Elisabeth douglas director 1987

Eric douglas director 2002

Jan Svensson director 2003

Caroline af ugglas director 2003

Fredrik Palmstierna

Born 1946. Chairman of the Board of directors since 2009

and before that, director during the periods 1985–1987

and 1990-2008. Fredrik palmstierna has a Bachelor of

Science (Economy) and an m.B.A.

Other assignments: member of the Board of directors and

managing director of SäkI AB, Chairman of the Board of

directors in karpalunds ångbryggeriaktiebolag, Aktie-

bolaget måttex och vrS Fastigheter AB, director of hulta-

fors Aktiebolag, Aktiebolaget Fagerhult, Wasatornet Invest

Aktiebolag, Securitas AB, Gluonen Aktiebolag, hultafors

Group AB, nobia AB, Academic Work Solutions AB and

AWp holding AB as well as alternate director of Atham

Aktiebolag.

During the past five years, Fredrik palmstierna has been, but

is no longer, Chairman of the Board of directors of vrE

Education AB and director of Attendo Group AB, Fagerhults

Belysning Aktiebolag and Securitas direct Topholding AB.


1,500,000 shares of Class A and 691,574 shares of Class B.

Call options in Latour: 200,000 call options (shares of

Class B)


Anders Böös

Born 1964. director since 2005.

Other assignments: member of the Board of directors of

haldex Aktiebolag, AGB kronlund Aktiebolag, niscayah

Group AB, Anders Böös AB, newsec AB, Tundra Fonder AB

and East Capital Baltic property Fund AB as well as Chair-

man of the Board of directors of Cision AB, Industrial and

Financial Systems IFS Aktiebolag, porter holding AB and

Cleanergy AB.

During the past five years, Anders Böös has been, but is no

longer, director of CLS holdings plc.

Shares in Latour, own and related parties’ holdings: 30,000

shares of Class B

Call options in Latour: –


Carl Douglas

Born 1965. member of the Board of directors since 2005.

Carl douglas has a Bachelor of Arts (BA).

Other assignments: Carl douglas is Chairman of the Board

of directors of Wasatornet Aktiebolag, mmT Group AB,

Agaton Film & Television Aktiebolag and marin mätteknik i

västra Frölunda AB as well as a director of SäkI AB, Swegon

AB, Förvaltnings Aktiebolaget Wasatornet, Wasaskog,

Swegon AB, ASSA ABLoY AB, Örmo Skogar Aktiebolag,

Securitas AB (vice chairman), niscayah Group AB, Slotts-

tornet Aktiebolag, deep Sea productions AB, Wasatornet

holding Aktiebolag, Boxholms Skogar Aktiebolag, orrtornet

AB, Sparbössan Fastigheter AB, pod venture partners AB,

Tjädertornet AB, havstornet AB and Fort rydbo AB.







Elisabeth Douglas

Born 1941. member of the Board of directors since 1987

and Chairman 1991-1993. Elisabeth douglas has studied at

Stockholm university and in Sorbonne.

Other assignments: Elisabeth douglas is a directors of För-

valtnings Aktiebolaget Wasatornet, Wasaskog AB, Wasa-

tornet Aktiebolag, Örmo Skogar Aktiebolag, Slottstornet

Aktiebolag, Wasatornet holding Aktiebolag, Boxholms

Skogar Aktiebolag, orrtornet AB, kvinvest AB, Tjädertornet

AB and an alternate director of pod venture partners AB.

During the past five years, Elisabeth douglas has been, but

is no longer, director of Skogstaviken Aktiebolag.


1,040,000 shares of Class B and through holdings

10,050,000 shares of Class A and 88,570 shares of Class B.



Eric Douglas

Born 1968. director since 2002. Eric douglas is an Economic

college graduate and has studied “Economy for Entrepre-

neurs” for three years at the university of Lund.

Other assignments: Eric douglas is the Chairman of the

Board of directors of Slottstornet Aktiebolag, Sparbössan

Fastigheter AB and Tegeltornet AB, vice Chairman of Aktie-

bolaget Fagerhult and LinkTech AB as well as director of

Förvaltnings Aktiebolaget Wasatornet, Wasatornet holding

Aktiebolag, Wasatornet Aktiebolag, orrtornet AB, Tjäder-

tornet AB, pod venture partners AB, morgontornet AB and

Blackhouse Tower AB.

During the past five years, Eric douglas has been, but is no

longer, Chairman of the Board of directors of Fastighets AB

Fartyget i Åkersberga and kajutan i Åkersberga Fastighets

AB, director of Gamledahls AB, Fov Fodervävnader i Borås

AB, Fagerhults Belysning Aktiebolag och Skogstaviken

Aktiebolag as well as an alternate director of Agaton Film &

Television Aktiebolag and deep Sea productions AB.


340,000 shares of Class B.



Jan Svensson

See “Latour’s current management”.

Caroline af Ugglas

Born 1958. director since 2003. Caroline af ugglas has a

Bachelor of Science degree (Economy) from Stockholm

university.

Other assignments: Caroline af ugglas is head of equity and

corporate governance at Livförsäkringsaktiebolaget Skandia,

Chairman of the Board of directors of Förvaltnings AB

Lennartsnäs, director of overseas Telecom Aktiebolag and

Connecta AB as well as an alternate director of hans Åberg

Aktiebolag.

During the past five years, Caroline af ugglas has been, but

is no longer, a director of SmI media Invest Aktiebolag.

Shares in Latour, own and related parties’ holdings: 4,300

shares of Class B.



Additional information on the current Board of Directors and management of LatourFor all persons in Latour’s board and management, the

office address is J A Wettergrens gata 7, p.o. Box 336,

401 25 Gothenburg, Sweden.

none of Latour’s directors or management members has

been convicted in relation to fraudulent offences in the past

five years. none of these persons has been involved in any

bankruptcy, involuntary liquidation or receivership in the last

five years. nor is there any public incrimination and/or sanc-

tion against any of these persons, and none of them has

been disqualified by a court from acting as a member on the

administrative, management or supervisory bodies of a



company or from acting in the management or conduct in

the affairs of a company in the past five years.

Additional information on Latour’s Board of Directors and committeesLatour’s Board of director consists of seven members,

including the CEo. All members are elected for a one year

period. Apart from the CEo, none of the members of the

Board has any operational duties in Latour. At the Annual

General meeting 2010, Fredrik palmstierna was elected

Chairman of the Board of directors.

The CEo has the right to a severance payment equalling

twelve monthly salaries if his employment is terminated by

the company and the CFo has the right to a severance pay-

ment equalling six monthly salaries if his employment is ter-

minated by the company. none of the directors or senior

executives has entered into any agreement with the compa-

ny or any of its subsidiaries, giving them right to any bene-

fits when their assignments are terminated.

Every year, Latour’s Board of directors establishes proce-

dural rules that, among other things, regulate the way in

which the Board conduct’s its work, the matters that are to

be addressed during meetings and instructions regarding

division of responsibilities between the Board and the CEo.

The CEo’s tasks and reporting duties towards the Board are

regulated by an instruction established by the Board of

directors.

The Board of directors has established a remuneration

committee and an audit committee. The remuneration com-

mittee includes Fredrik palmstierna (Chairman), Caroline af

ugglas and Eric douglas. CEo Jan Svensson participates as

an adjunct. The audit committee includes the entire Board

with the exception of the CEo.

The remuneration committee issues proposals to the

Board regarding compensation to the CEo and gives sup-

port to the CEo on issues related to compensation to other

senior executives. The Board thereafter resolves on the mat-

ter. The audit committee handles matters concerning audit-

ing and Latour’s financial risks. At the audit committee’s

meetings, the company’s auditors usually participate and

present findings from the auditing.

Latour’s current auditorHelén Olsson Svärdström

Öhrlings pricewaterhouseCoopers AB

Born 1962. Certified public accountant and member of FAr.

Auditor in charge of Latour.

At the Annual General meeting in 2008, Öhrlings pricewa-

terhouseCoopers AB was elected as auditor, with helén

olsson Svärdström as the auditor in charge. helén olsson

Svärdström has worked at the accountant firm since 1985.

She has no other mandates in any firms related to Latour’s

major owners or its CEo. helén olsson Svärdström holds no

shares or options in Latour.

Conflicts of interestsThe directors Fredrik palmstierna and Carl douglas are

members of the Board of directors in both Latour and SäkI,

and, as a result of conflict of interest, have not participated

in the handling of and resolution to adopt the merger plan.

Both Latour and SäkI are under the control of the douglas

family. Following the merger, Gustaf douglas with family

and holdings will hold approximately 77.6 per cent of the

merged entity’s equity capital and approximately 79.9 per

cent of its voting capital. This means that Gustaf douglas

with family and holdings will have influence in the merged

entity and at General meetings of the merged entity. There

are no other conflicts of interest within Latour’s Board of

directors or management.

Elisabeth douglas is the mother of Carl douglas and Eric

douglas. other than that there are no family connections

between the members of Latour’s management and Board

of directors.

Remuneration to Directors and senior executives of LatourBoard of Directors

The 2010 Annual General meeting resolved on remunera-

tion to the Chairman of the Board amounting to SEk

350,000 and SEk 175,000 in remuneration to other direc-

tors that are not employed by Latour.

Chief Executive Officer

In 2010, the CEo had an annual salary amounting to SEk

2,803,000. Bonus has been paid in an amount of SEk

2,219,000. The CEo has the right to retire at the age of 62,



after which, pension amounting to 60 per cent of the base

salary will be paid by the company for three years.

Other senior executives

The other senior executive is the CFo. In 2010, the CFo had

a fixed annual salary of SEk 1,824,000. Bonus for the CFo

could be paid in a maximum amount of SEk 250,000 for

2010. The CFo has the right to six months severance pay if

the employment is terminated by the company. The notice

for termination for the CFo is six months.

For further information regarding remuneration to the

Board of directors and management in Latour, see note 9 in

Latour’s annual report for 2010.

Stated below is the remuneration to the senior executives for 2010.

SEK ‘000

Fixed annual salary/

Remuneration

Variable remuneration/

Bonus

Other

benefits

Pension

costs

Total

Chairman of the Board 350 – – – 350

remaining directors of the Board 875 – – – 875

CEo 2,803 2,219 267 855 6,144

CFo 1,824 250 67 639 2,780

There are no provisions made by Latour or its subsidiaries for pensions and other benefits after termination of the assignments of Latour’s Board of directors and senior executives.

Information about Latour’s employeesBy the end of 2010 the number of employees in all of

Latour’s holdings amounted to more than 350,000. Approx-

imately 3000 of the employees were employed by compa-

nies wholly owned by Latour and the others were employed

by Latour’s portfolio companies in which Latour’s voting

capital is at least ten per cent. The majority of the employ-

ees in the wholly owned businesses work in Sweden. For

further information regarding personnel and staff costs and

provisions for pensions, see notes 9 and 35 in Latour’s

annual report 2010.

2010 2009 2008

Average number of employees 3,057 2,956 3,515

men 76% 74% 72%

Women 24% 26% 28%

Average number of employees per country 2010

Sweden 1,997

Finland 200

romania 95

denmark 125

norway 88

The united kingdom 163

Germany 49

other countries 340

Total 3,057



Legal issues and other additional informationLegal organisationLatour’s legal company name is Investmentaktiebolaget

Latour and its corporate identity number is 556026-3237.

The company’s operations are conducted in accordance

with the Swedish Companies Act (2005:551). Latour is a

Swedish public limited liability company and was registered

with the SCro on 28 november 1927. The company’s regis-

tered office is in Gothenburg.

Latour is the parent company in the Latour Group.

Latour’s operations are mainly run through the wholly

owned companies Latour-Gruppen Aktiebolag, which is the

parent company to the wholly owned companies within

industry and trade operations and nordiska Industriaktie-

bolaget. nordiska Industriaktiebolaget owns Latour’s

premises in Gothenburg, conducts an internal leasing busi-

ness providing the Latour Group with company cars and is

also the Latour Group’s own bank. karpalunds ångbryggeri-

aktiebolag, of which Latour owns 97 per cent, conducts

trading in shares and other securities.

Company’s name Corp. identity number Registered office Share capital (%)

Latour-Gruppen Aktiebolag 556649-8647 Gothenburg 100%

karpalunds ångbryggeriaktiebolag 556000-1439 Stockholm 97%

nordiska Industriaktiebolaget 556002-7335 Gothenburg 100%

Material agreementsLatour has entered into credit agreements with both Sven-

ska handelsbanken AB and Skandinaviska Enskilda Banken

AB. For further information regarding Latour’s financial

arrangements, see “Capital structure and other financial

information”. The merger will not impact the terms and

conditions of Latour’s credit agreements.

DisputesLatour is not, and has not during the last twelve months,

been party to any legal or arbitration proceedings which

could have significant effects on Latour or the Latour

Group’s financial position or profitability. nor are there any

incurred but not yet settled legal or arbitration proceedings

and Latour is not aware of any such proceedings that may

arise.

Related party transactionsAs of the end of 2010, until the date of this document, no

related-party transactions have occurred.

Transactions during the financial year 2010

The douglas family has received board remuneration

amounting to SEk 525 000. Latour has 460,000 repur-

chased shares. With respect to 230,000 of the repurchased

shares there are call options issued to senior executives and

other key employees in the Latour Group. At the Annual

General meeting on 11 may 2010 it was resolved that the

Board of directors were authorised to resolve on repurchas-

ing of shares as well as transferring own shares. The options

are issued on market terms.



amounting to SEk 525 000. Latour has 460,000 repur-

chased shares. With respect to 115,000 of the repurchased

shares there are call options issued to senior executives and

other key employees in the Latour Group. At the Annual

General meeting on 13 may 2009 it was resolved that the

Board of directors were authorised to resolve on repurchas-

ing of shares as well as transferring own shares. The options

are issued on market terms.



amounting to SEk 700 000. The company Förvaltnings AB

Wasatornet, wholly-owned by the douglas family, has

issued 200,000 call options and 80,000 put options to sen-

ior executives and other key employees in the Latour Group.

The options are issued on market terms.



Corporate GovernanceCorporate governance in Latour is regulated by Swedish

law, primarily the Swedish Companies Act (2005:551). Since

Latour is listed on nASdAQ omX Stockholm the company

acts in accordance with nASdAQ omX Stockholm’s rules

for Issuers and is subject to compliance with the Swedish

Code of Corporate Governance (the “Code”). The follow-

ing deviations are made from the Code. According to the

definition set out in the Code, the majority of Latour’s Board

of directors is not independent and several of the members

have been members of the Board for a long period of time.

According to the 2010 Corporate Governance report it is

the company’s assessment that there are great advantages

with long experience of the operations and continuity in a

company like Latour. Latour does not have a special audit

function. According to the 2010 Corporate Governance

report discussions with the company’s external auditors

regarding the focus of the auditing and the accounting

firm’s extensive organisation together with controls made by

the Latour Group’s management and the existing control

functions in the different operations constitutes an accepta-

ble level.



Articles of Association1) INVESTMENTAKTIEBOLAGET LATOUR (PUBL)org.-nr 556026-3237

§ 1

The name of the Company is Investmentaktiebolaget Latour

(publ).

§ 2

The company’s objectives are to acquire and manage shares

and other movable property.

§ 3

The registered office of the Company is in Gothenburg.

§ 4

The Company’s share capital shall amount to not less than

SEk 100,000,000 and not more than SEk 400,000,000.

§ 5

The number of shares in the Company shall be not less than

40,000,000 and not more than 160,000,000.

§ 6

Shares can be issued in two Classes, Class A and Class B.

Shares of Class A can be issued to a maximum number of

155,971,300 shared and shares of Class B to a maximum

number of 155,971,300 shares. A share of Class A entitles

to ten votes at General meetings and a share of Class B

entitles to one vote at General meetings. Shares of Class A

and Class B entitles to the same proportion of the Compa-

ny’s assets and profits.

In the event of issuance of new shares of Class A and

shares of Class B through a cash issue or through an issue

with payment by way of set-off, holders of shares of Class A

and shares of Class B shall have a preferential right to sub-

scribe for new shares of the same class of shares pro rata in

relation to the number of shares that is held prior to the

new share issuance (primary preferential right). Shares that

are not subscribed for by primary preferential right shall be

offered to all shareholders (secondary preferential right). If

such offered shares are insufficient for the subscription that

takes place by secondary preferential right, the shares shall

be distributed between the subscribers pro rata in relation

to the number of shares the shareholders held prior to the

new share issue, and to the extent that a pro rata distribu-

tion is not achievable, by the drawing of lots.

§ 7

The Company’s financial year shall be the calendar year.

§ 8

The Board of directors shall consist of not less than three

and not more than ten directors, with not more than six

alternate directors.

§ 9

For examination of the Company’s annual report, financial

statements, accounting records and the administration by

the Board of directors and CEo, an accounting firm or two

auditors and two deputy auditors are elected.

§ 10

notice of General meetings shall be published in the official

Swedish Gazette (post- och Inrikes Tidningar) and on the

company’s webpage. Information that notice has been

issued shall be published in Svenska dagbladet.

§ 11

General meetings shall, after decision made by the Board of

directors, be held in Gothenburg or Stockholm.

A shareholder, who wishes to participate at the General

meeting, shall give notice to the company no later than at

15.00 p.m. on the day that is set forth in the notice of the

meeting. Said day may not be a Sunday, other public holi-

day, Saturday, midsummer’s Eve, Christmas Eve or new

Years Eve and may not fall earlier than the fifth weekday

prior to the general meeting.

Each shareholder or shareholders’ representative may

bring not more than two assistants. Shareholders may bring

assistants only if the shareholder has given notice about the

number of assistants in accordance with previous para-

graph.

1) The changes made in §§ 4 and 5 in the current Articles of Association is presented under ”Share capital and ownership”.



§ 12

At the annual general meeting the following matters shall

be addressed:

1. Election of a Chairman for the meeting.

2. preparation and approval of the voting list.

3. Approval of the agenda for the meeting.

4. Election of one or two persons to approve the minutes.

5. determination as to whether the meeting has been duly

convened.

6. presentation of the annual report and the Auditor’s

report, and as applicable, the consolidated annual

report and the auditor’s report in respect thereof.

7. resolutions in respect of

a) Approval of the profit and loss statement and the

balance sheet and, as applicable, the consolidated

profit and loss statement and consolidated balance

sheet.

b) Allocation of the company’s net income according

to the adopted balance sheet.

c) discharge from liability of the members of the board

of directors and the managing director.

8. resolution regarding the number of directors and alter-

nate directors and, as applicable, auditor and deputy

auditor.

9. determination of remuneration to be paid to the mem-

bers of the board of directors and, if applicable, to the

auditors.

10. Election of members of the board of directors and, as

applicable, auditors and deputy directors and deputy

auditors.

11. Any other business that may come before the annual

general meeting in accordance with the Swedish Com-

panies Act (2005:551) or the articles of association.

§13

The Company’s shares shall be registered in a record day

register in accordance with the Swedish Financial Instru-

ments Accounts Act (1998:1479).

Adopted at Annual General meeting on 11 may 2010.


AddITIonAL InFormATIon on SäkI

Additional information on SäkI

Business overviewSäkI is a listed investment company with significant ownership stakes in Securitas, Loomis, niscayah Group, ASSA ABLoY,

nobia, Fagerhult as well as Academic Work. The company’s operations comprise owning and managing shares and assets. The

company shall offer the owners a long-term value growth and return.

SäkI’s holdings as at December 31, 2010The table below presents share holdings, market value, acquisition value, dividend and ownership for the listed holdings and

corresponding information for Academic Work.

Listed holdings

SharesNumber of

shares Market value

1) (SEK m)Share price

(SEK/share)2)

Acquisition value (SEK m)

Dividend (SEK m)

Capital (%)

Votes (%)

ASSA ABLoY 9,418,818 1,785 190 497 34 2.6% 13.6%

Securitas 12,642,600 994 79 496 38 3.5% 17.4%

nobia 22,000,000 1,326 60 1,326 0 13.2% 13.2%

Fagerhult 1,900,000 305 161 239 6 15.1% 15.1%

Loomis 2,120,328 214 101 42 7 2.9% 17.0%

niscayah Group 13,080,100 180 14 139 4 3.6% 17.5%

Total 5,064 2,849 89

Unlisted holdings

SharesNumber of

sharesMarket value

(SEK m)Market value

(SEK/share)Acquisition

value (SEK m)Dividend

(SEK m)Capital

(%)Votes

(%)

Academic Work 26,001,200 260 10 110 48 20.0% 20.0%

Total 260 10 110 48

1) distribution of shares between series A and Series B – ASSA ABLoY, A: 7,118,818, B: 2,300,000; Securitas, A: 8,642,600, B: 4,000,000; nobia, exclusively Series B; Fagerhult, exclusively Series B; Loomis, A: 1,728,520, B: 391,808; niscayah, A: 8,642,600, B: 4,437,500.

2) Closing price as at december 31, 2010.



Income statement

SEK m 2010 2009 2008

received dividends 153 126 176

Capital gain 108 124 270

value changes call options –17 – –

other income 0 3 0

portfolio management and administrative costs –4 –4 –3

Operating result 240 249 443

result from participation in associated companies – 52 –59

result from other holdings – – –749

other interest income and similar items 1 0 0

Interest expenses and similar items –36 –28 –46

Sum result from financial investments –35 24 –854

Result after financial items 205 273 –411

Tax –18 –19 –21

Result for the year 187 254 –432

Financial informationFinancial overview 2008–2010The financial statements for the last three financial years for

SäkI are incorporated into the information document by

reference. All financial reports are available at SäkI’s website

www.saeki.se. The reports can also be ordered from Säkl via

telephone: +46 (0) 8-679 56 00.

SäkI’s annual reports for 2008, 2009 and 2010 have been

prepared in accordance with the Accounting Act (Sw: Års

redovisningslagen) and rFr 2.2, and audited by Öhrlings

pricewaterhouseCoopers AB with peter nyllinge as auditor

in charge. The auditor’s reports for 2008, 2009 and 2010

have been incorporated into each year’s annual report,

respectively. The auditor’s reports follow a standardised

formula and are all unqualified.

In addition to the above-mentioned annual reports and

the pro forma financial information, SäkI’s auditors have not

reviewed any other parts of this information document.

The information below is derived from reviewed annual

reports for each year, respectively.



Balance sheet

SEK m 2010 2009 2008

Assets

Financial fixed assets

participation in associated companies 1,523 1,543 1,484

other securities held as fixed assets 1,326 1,031 859

Current receivables

other current receivables 6 0 7

prepaid expenses and accrued income 0 0 0

Cash 615 406 1

Total assets 3,470 2,981 2,352

Equity and liabilities

Restricted equity

Share capital 100 100 100

reserves 85 85 85

Unrestricted equity

Fair value reserve 887 458 –19

profit brought forward 1,268 1,139 1,746

profit for the year 187 254 –432

Total equity 2,527 2,036 1,479

Longterm liabilities

Long-term liabilities to credit institutions 500 900 –

Current liabilities

Current liabilities to credit institutions 400 2 860

Accounts payable 0 0 0

Tax liabilities 10 18 6

Issued call options 22 4 4

other current liabilities – 11 –

Accrued expenses and deferred income 11 10 2

Total equity and liabilities 3,470 2,981 2,352



Cash flow statement

SEK m 2010 2009 2008

operating activities

operating result 240 249 443

deducted capital gain –94 –124 –270

non cash flow items 18 – –

Interest received 1 0 1

Interest paid –34 –21 –48

Income tax paid –26 –7 –17

dividend paid –125 –175 –155

Change in current receivables –5 7 –7

Change in accounts payable –0 –0 0

Change in other current operating liabilities –12 12 3

Cash flow from operating activities –37 –59 –50

Investments in shares –904 –501 –125

divestments of shares and other securities 1,153 924 427

Cash flow from investment activities 249 423 302

Loans – 900 265

repayment of loans – -835 –500

Change in current borrowings –2 –24 –17

Cash flow from investing activities –2 41 –252

Cash flow for the period 210 405 0

Key ratios

2010 2009 2008

Capital gain (SEk m) 108 124 270

received dividends (SEk m) 153 126 176

Interest-bearing debt (SEk m) 900 902 860

visible equity/asset ratio1), 2), (%) 73% 68% 63%

Equity1) (SEk m) 2,527 2,036 1,479

result per share (SEk) 3.74 5.07 –8.64


dividend per share (SEk) 3.00 3) 2.50 3.50

1) As at december 31.2) Equity as percentage of total assets.3) refers to suggested dividend.



Comments to the financial developmentOverviewrevenues of the business are primarily derived from received

dividends as well as capital gain on securities. Capital gain is

derived from the sale of securities and is reported in the

income statement, either as income or cost. holdings in

which the company has at least 20 per cent of voting rights

for all shares or significant influence are considered as asso-

ciated companies.

2010 compared to 2009Result

received dividends increased to SEk 153 m (126) due to

growth in the underlying share portfolio. Capital gain

totalled SEk 108 m (124) to which the divestiture of shares

in Loomis, other listed holdings as well as option trading

contributed by SEk 23 m, SEk 71 m and SEk 15 m respec-

tively. Among other listed holdings the largest divestment

was the sale of shares in hennes & mauritz. value changes

in issued options in nobia affected the result negatively by

SEk –18 m. Thus, operating result for the year totalled SEk

240 m (249).

Assets

In 2010, participation in associated companies decreased by

SEk –20 m (59) to SEk 1,523 m while other securities held

as fixed assets increased by SEk 294 m (172) to SEk 1,326

m. participation in associated companies decreased due to

the divestiture of the holding in Loomis. other securities

held as fixed assets were fully divested, except for nobia,

comprising the total value at year-end. despite the divesti-

ture, the value of other securities held as fixed assets

increased because of the strong increase in nobia’s share

price.

Financial position

At year-end, cash totalled SEk 615 m (406). Liabilities to

credit institutions totalled SEk 900 m (902). utilisation of

the bank overdraft totalled 0 mkr (2).

At year-end, the visible equity/assets ratio totalled 73 per

cent (68) and equity totalled SEk 2,527 m (2,036).

Long-term interest-bearing liabilities decreased by SEk

400 m while current interest-bearing liabilities increased by

the corresponding amount due to reclassification of loans.

Cash flow

during the year, cash flow from operating activities totalled

SEk –37 m (–59), largely derived from SäkI’s paid-out divi-

dend. Cash flow from investing activities totalled SEk 248 m

(423) derived from investments in securities of SEk –904 m

(–501), including nobia shares, as well as divestment of

shares and other securities corresponding to SEk 1,153 m

(924). The divestment comprised the total portfolio of other

listed shares, with the exception of nobia. Among the

shares divested hennes & mauritz represented a significant

post. Cash flow from financing activities totalled SEk –2 m

(41).

Investments and changes in the portfolio

In 2010, the nASdAQ omX Stockholm index appreciated

23 per cent. In comparison, the net asset value per share for

SäkI’s shareholders increased from SEk 70 to SEk 95, corre-

sponding to 36 per cent. Further, SäkI’s share price appreci-

ated from SEk 58 to SEk 74.

In 2010, 558,192 shares of Loomis Series B were divest-

ed. Capital gain totalled SEk 23 m.

In 2010, other listed holdings were acquired for SEk 904

m and divested for SEk 1,110 m. divestments during the

period generated a profit of SEk 71 m. The result derived

from option trading during 2010 totalled SEk 15 m.

during the year, no trade in unlisted securities occurred.

2009 compared to 2008Result

received dividends decreased to SEk 126 m (176) due to a

decline in the underlying share portfolio. Capital gain

totalled SEk 124 m (270) mainly derived from the sale of

other listed holdings as well as nobia shares generating a

profit of SEk 102 m and SEk 22 m respectively. operating

result for the year totalled SEk 249 m (443).

Assets

In 2009, participation in associated companies increased by

SEk 59 m (–131) to SEk 1,543 m and other securities held

as fixed assets increased by SEk 172 m (–859) to SEk 1,031

m. participation in associated companies increased due to

recovery of a former write-down in niscayah as well as

acquisitions of shares in Loomis. The increase in other

securities held as fixed assets was due to the increase in the

underlying market values.



Financial position

At year-end, cash totalled SEk 406 m (1). Liabilities to credit

institutions totalled SEk 902 m (860). utilisation of bank

overdraft totalled SEk 2 m (25).

At year-end, the visible equity/asset ratio totalled 68 per

cent (63) and equity totalled SEk 2,036 m (1,479).

Long-term interest-bearing liabilities increased by SEk

900 m while current interest-bearing liabilities decreased by

SEk 859 m due renegotiation of loans from variable to fixed

interest rate.

Cash flow

In 2009, cash flow from operating activities totalled SEk

–59 m (–50), to a great extent affected by SäkI’s paid-out

dividend. Cash flow from operating activities was in line

with previous year. Cash flow from investing activities dur-

ing 2009 totalled SEk 423 m (302) derived from invest-

ments in securities of SEk –501 m (–125) and divestment of

shares and other securities of SEk 924 m (427). SäkI sold,

among other, shares in hennes & mauritz and nobia for SEk

616 m and SEk 43 m, respectively. Cash flow from investing

activities during 2009 was better compared to previous year

due to the more beneficial stock sentiment. Thus, in 2008

investment activities were limited with holdings in Securitas

direct as the main contributing divestment of SEk 348 m.

Further, in 2008 other listed holdings, mainly shares in

hennes & mauritz, were divested for SEk 32 m. In 2009, the

cash flow from financing activities totalled SEk 41 m (–252).

Investments and changes in the portfolio

In 2009, the nASdAQ omX Stockholm index increased by

47 per cent. For SäkI, the development was even better. net

asset value per share increased from SEk 44 to SEk 70,

corresponding to an increase of 59 per cent. Further, the

share price development was beneficial with an apprecia-

tion from SEk 34 to SEk 58.

In 2009, 150,000 shares of Series B in Loomis were

acquired for a consideration of SEk 7 m. In niscayah a

former write-down of SEk 52 m was recovered due to the

price appreciation in the share.

In 2009, other listed holdings were acquired for SEk 494

m and divested for SEk 902 m. divestments during the peri-

od generated a profit of SEk 102 m. The result derived from

option trading during 2009 totalled SEk 22 m.

during the year, no trade in unlisted securities occurred.



Information about SäkI’s current management, Directors and auditorsSäkI’s current managementFredrik Palmstierna

Chief Executive officer and member of the Board of direc-

tors since 1997.

Shares in SäkI, own and related parties’ holdings: 4,259,389

For further information, see ”Information about Latour’s

current management, directors and auditors”.

Mats Löfgren

Born 1962. Chief Financial officer since 1999.

Other assignments: mats Löfgren is chairman of the Board

of directors of Svenska-transportsymboler AB and market

partner Scandinavia AB as well as a director in Löfgrens

Analys AB.

During the past five years, mats Löfgren has been, but is no

longer, Chairman of the Board of directors in Autoscour AB

and outsourca AB as well as deputy director in Löfgren &

kalén Elektriska AB.

Shares in SäkI, own and related parties’ holdings: 4,000

SäkI’s current Board of DirectorsGustaf Douglas


Gustaf douglas has an mBA from harvard Business School.

Other assignments: Gustaf douglas is Chairman of the

Board of directors of Wasaskog AB, ASSA ABLoY AB,

Örmo Skogar AB, Boxholms skogar AB, orrtornet AB, pod

venture partners AB, Tjädertornet AB, havstornet AB and

SäkI Förvaltning AB, director in Wasatornet AB, Wasatornet

Invest AB and Slottstornet AB as well as director and CEo in

Förvaltnings Aktiebolaget Wasatornet and Wasatornet

holding Aktiebolag.

During the past five years, Gustaf douglas has been, but is

no longer, Chaiman of the Board of directors of Latour,

director in Securitas direct Aktiebolag, Securitas AB and

Skogstaviken Aktiebolag as well as director and CEo in

karpalunds ångbryggeriaktiebolag.

Shares in SäkI, own and related parties’ holdings:

39,950,000

Fredrik Palmstierna

please also see “SäkI’s current management” and “Informa-

tion about Latour’s current management, directors and

auditors”.

Mariana Burestam Linder


mariana Burenstam Linder has a Bachelor of Science degree

(Economy).

Other assignments: mariana Burenstam Linder is a member

of the Board of directors of SäkI AB, BTS Group AB, Event-

book AB, SäkI Förvaltning AB and Stiftelsen Svenska dag-

bladet, chairman of the Board of directors of kontanten AB

and Sverige-Amerika stiftelsen, CEo in Burenstam & part-

ners Aktiebolag and Formuesforvaltning Aktiv Forvaltning

AS norge Filial Sverige, partner in Sine Cure handelsbolag

and deputy director in kontanten System AB.

During the past five years, mariana Burenstam Linder has

been, but is no longer, deputy director in Fiddeledet konsult

AB.




Anders G. Carlberg


Anders G. Carlberg has a Bachelor of Science degree

(Economy).

Other assignments: Anders G. Carlberg is Chairman of the

Board of directors of höganäs Aktiebolag and herenco

Aktiebolag, member of the Board of directors in SäkI AB,

Axel Johnsson Inc, SSAB AB, Sapa AB, AxFast AB, Beijer

Alma AB, mekonomen Aktiebolag, recipharm AB (publ),

Sweco AB (publ), Smilbandsbolaget AB, Elkem Sweden AB,

Åda Golfintressenter AB and SäkI Förvaltning AB, partner in

Fairway handelsbolag and deputy director in vidya per-

formance Consulting AB.

During the past five years, Anders G. Carlberg has been, but

is no longer, member of the Board of directors of Axel John-

son Aktiebolag, Servera r&S Aktiebolag, Certex holding

AB, Emballator AB and Sapa profiles holding AB, chairman

of the Board of directors in AxIndustries Aktiebolag, Fujifilm

Sverige Aktiebolag, 20:20 mobile (SWE) Aktiebolag, AxFlow

holding Aktiebolag and Forankra International Aktiebolag

as well as CEo in Axel Johnson International Aktiebolag.


Carl Douglas

member of the Board of directors since 1997.


please also see “Information about Latour’s current man-

agement, directors and auditors”.

Additional information on the current Board of Directors and management of SäkIFor all persons in SäkI’s board and management, the office

address is SäkI AB (publ), mäster Samuelsgatan 1, 103 88

Stockholm, Sweden.

SäkI’s current auditorAt the Annual General meeting in 2008, Öhrlings price-

waterhouseCoopers AB was elected as auditor, with peter

nyllinge as the auditor in charge, for the four years ending

with the Annual General meeting in 2012. peter nyllinge is

born 1966 and is also appointed as auditor for ASSA ABLoY

and Securitas.

Other informationCall options issued by SäkI

SäkI has issued one million nobia share call options to the

Board of directors and group management of nobia. The

options can be exercised during the period march 1, 2013–

may 31, 2015 at a strike price of SEk 44 per share.

Significant changes during 2011

For administrative purposes SäkI has set up a wholly-owned

subsidiary, SäkI Förvaltning AB. In February 2011 all of SäkI’s

shares in Securitas, ASSA ABLoY, niscayah Group, Loomis

and Fagerhult was transferred to the wholly-owned subsidi-

ary SäkI Förvaltning AB. The subsidiary SäkI Förvaltning AB

has during January 2011 purchased 300 000 shares in

Fagerhult at a price of SEk 144 per share. After the pur-

chase SäkI’s voting capital and equity capital in Fagerhult

amount to 17.1 per cent. SäkI has also established a trading

portfolio with a market value of approximately SEk 142 mil-

lion as per march 31, 2011.

1) Corporate identity number 556832-2209, headquarters: Stockholm.


oThEr

Swedish tax consequences The following is a summary of certain Swedish tax issues

that may arise for shareholders in SäkI as a consequence of

the merger. The summary is based on Swedish tax legisla-

tion as currently is in effect and is intended only as general

information for shareholders who are resident in Sweden

for tax purposes, unless otherwise indicated. The descrip-

tion does not deal comprehensively with all tax consequen-

ces that may occur in this context. For instance, the summa-

ry does not cover the specific rules that may be applicable in

respect of holdings of shares acquired by virtue of shares in

a “closely held company” (Sw: fåmansföretag). nor are the

rules regarding tax exemption on dividend and capital gains

on shares held for business purposes (Sw: näringsbetingade

andelar) considered. moreover, the summary does not deal

with the rules concerning shares held by partnerships, or

the rules on shares held as current assets in a business oper-

ation. It shall furthermore be noted that specific tax conse-

quences, which are not described in this summary, may arise

for certain categories of shareholders, including investment

companies and mutual funds. It is recommended that each

shareholder seeks individual tax advice with respect to the

specific tax consequences that may arise from the merger

based on the shareholder’s specific circumstances. Such

circumstances include applicable foreign tax legislation,

provisions in tax treaties and other relevant rules.

Tax consequences of the mergerIndividuals

The shares in SäkI will be considered divested when SäkI is

dissolved through the merger. however, according to the

Swedish rules on roll-over relief in respect of exchange of

shares (Sw: andelsbyten), no taxable gain or deductible loss

will arise upon the disposal for an individual who is resident

in Sweden or continuously stays in Sweden. The tax basis

(Sw: omkostnadsbelopp) for the shares in SäkI will instead

automatically be rolled over to the Latour shares received as

merger consideration. please note that the exchange of

shares does not need to be reported in the tax return. how-

ever, a disposal of the shares in Latour, including a sale of

fractions, which have been received as merger considera-

tion, will result in capital gains taxation which must be

reported in the tax return (see below “Taxation upon

disposal of shares in Latour”).

It should be noted that if an individual, who has bene-

fited from the rules on roll-over relief, migrates to a country

outside of the European Economic Area (EEA), or who

continuously stays in a country outside the EEA, a capital

gain from the share exchange will generally be taxed in

Sweden as capital income (any capital losses should be tax

deductible).

Legal entities

The shares in SäkI will be considered divested when SäkI is

dissolved through the merger. however, legal entities can

claim deferred capital gains taxation.

Legal entities that wish to defer the tax must report the

capital gain in their tax return and formally request a tax

deferral. The capital gain shall be calculated according to

the principles described under “Taxation upon disposal of

Shares in Latour – General information” below.

Latour intends to request recommendations from the Swed-

ish Tax Agency regarding the fair market value of the

received shares in Latour at the time of the disposal once

the merger has been registered. Information about the

determined value will be provided on Latour’s website

www.latour.se or in any other way that Latour finds appro-

priate. If a tax deferral is granted, the capital gain will be

determined by the Swedish Tax Agency in the form of a

“deferred tax amount” (Sw: uppskovsbelopp). The deferred

tax amount will be allocated equally to all the shares in

Latour received as merger consideration. A deferral may not

be granted on a capital gain related to fractions that have

been sold.

As a main rule, the deferred tax amount should be

reversed to taxation when the received shares in Latour

cease to exist or when the shares are transferred to a new

owner. however, this does not apply if the received shares

are transferred to another party by way of a subsequent

share exchange that fulfils the requirements for deferred

capital gains taxation. The capital gain should also be taxed

if the taxpayer makes such a request in the income tax

return.

other


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Taxation upon disposal of shares in LatourGeneral information

When an individual or a legal entity disposes of shares in

Latour received as merger consideration, capital gains

taxation will arise.

If a shareholder that receives Latour shares as merger

consideration claims deferred capital gains taxation or

applies the rules on roll-over relief, a special priority rule will

be applicable if such a shareholder already holds shares in

Latour, or acquires additional shares in Latour after the

merger. According to this priority rule, subsequent disposals

of Latour shares will be deemed to occur in the following

order:

1. Latour shares acquired prior to the merger,

2. Latour shares received through the merger, and

3. Latour shares acquired after the merger.

A capital gain or capital loss is calculated as the difference

between the sales proceeds, after deduction for sales

expenses, and the tax basis.

The tax basis is determined according to the “average

method” (Sw: genomsnittsmetoden). This means that the

tax basis is calculated as the average value of all shares of

the same type and class, considering changes to the holding

of those shares. For listed shares, the tax basis may, as an

alternative, be determined as 20 per cent of the net sale

revenue, under the “standard rule” (Sw: schablon

metoden).

Individuals

A capital gain on listed shares is normally taxed as capital

income at a tax rate of 30 per cent.

As a main rule 70 per cent of a capital loss is deductible

against other taxable income of capital. however, capital

losses on listed receivables and listed shares in mutual funds

containing only Swedish receivables are fully deductible in

the income from capital category.1)

Capital losses on listed shares and other listed securities

taxed in the same manner as shares (except for listed receiv-

ables and listed shares in mutual funds containing only

Swedish receivables) are however; fully deductible against

taxable capital gains on such assets or on non-listed shares

in Swedish limited liability companies and foreign legal

entities. In respect of capital losses on non-listed shares in

Swedish limited liability companies and foreign legal entities

only five-sixth of the capital losses are deductible against

capital gain on such assets.

If the tax losses pertain to both listed and non-listed

shares and securities, capital losses on listed shares shall be

deducted first. To the extent that capital losses on listed and

non-listed shares and securities may not be deducted

against capital gains on such assets, 70 per cent of the

capital loss related to listed shares and securities shall be

deducted against other capital income, and five-sixths of

70 per cent of the capital losses related to non-listed shares

and securities.

If a deficit arises in the income from capital category, a

reduction is allowed against tax on income from employ-

ment, tax on income from business operations, as well as

real estate tax and the municipal real estate fee, is allowed.

The tax reduction amounts to 30 per cent of any deficit not

exceeding SEk 100,000 and 21 per cent of any deficit

exceeding SEk 100,000. deficits may not be carried forward

to a later fiscal year.

Legal entities

Shares received in Latour are considered acquired for a price

corresponding to fair market value at the time of acquisi-

tion. It is the intention of Latour to request recommenda-

tions from the Swedish Tax Agency regarding this value.

Information about the determined value will be provided on

Latour’s website www.latour.se or in any other way that

Latour finds appropriate.

If a tax deferral has been granted as described above, the

deferred tax amount allocated to the Latour shares received

as merger consideration will also become taxable. For limit-

ed liability companies and other legal entities, capital gains

are normally taxed as business income at a tax rate of 26.3

per cent.

Capital losses on shares may only be deducted against

capital gains on such shares and other securities taxed in the

same manner as shares. Such capital losses may, however,

under certain circumstances, also be deducted against

capital gains on such shares or securities of another compa-

ny within the same group, provided the conditions on group

1) It could be questioned whether not the same should apply also in relation to mutual funds containing foreign receivables under the EC treaty rules on free movement of capital.


oThEr

contributions (tax consolidation) are met. Capital losses on

shares and other securities taxed in the same manner as

shares, that have not been deducted within a certain year

may be carried forward indefinitely to be offset against

future capital gains on such assets.

Taxation of dividends from Latour

For individuals, dividend from Latour is normally taxed as

capital income at a tax rate of 30 per cent and for limited

liability companies normally as business income at a tax rate

of 26.3 per cent. For individuals who are resident or contin-

uously stays in Sweden, preliminary tax is normally withheld

at the time of the dividend, either by Euroclear Sweden or,

for nominee-registered shares, by the nominee.

Shareholders that are limited liable to tax in Sweden Shareholders that are limited liable to tax in Sweden are nor-

mally not taxed on the sale of shares, provided they do not

carry on business operations from a permanent establish-

ment in Sweden. hence, the merger should generally not

give rise to any Swedish capital gains taxation for such

shareholders. neither should the merger consideration be

subject to any Swedish withholding tax. These shareholders

may, however, be subject to tax in their country of residence.

An individual who is limited liable to tax in Sweden may

be subject to Swedish capital gains tax on the disposal of

shares and other securities taxed in the same manner of

shares if he or she has been a resident in Sweden or

continuously have stayed in Sweden at any time during the

calendar year of the sale or any of the ten preceding calen-

dar years, (see further above under “Tax Consequences of

the merger”). however, this right to taxation is in many

cases limited by tax treaties between Sweden and other

countries.

For shareholders that are limited liable to tax in Sweden,

dividend from Swedish limited liability companies is normal-

ly subject to a 30 per cent withholding tax. however, this

tax rate is often reduced or eliminated by tax treaties. With-

holding tax on dividends is usually withheld by Euroclear

Sweden or, for nominee-registered shares, by the nominee.

Other Incorporation through referenceThe financial reports of Latour for 2008, 2009 and 2010

and the financial reports of SäkI for 2008, 2009 and 2010

form part of this information document and are to be read

as such. The financial reports referred to above are present-

ed in each company’s annual accounts for the same year.

The financial reports have been audited by the auditors and

the respective auditor’s report form part of the accounts.

The relevant annual accounts as well as the Articles of

Association for each company can be found on Latour’s and

SäkI’s websites www.latour.se and www.saeki.se. Such doc-

umentation is also provided by Latour and SäkI, free of

charge, during at least twelve months from the date of this

information document.

Documents available for reviewThe following documents are available for review from

21 April 2011 at Latour, J A Wettergrens Gata 7,

401 25 Gothenburg, during business days between regular

office hours, and in digital format at Latour’s website

www.latour.se:

a) Articles of Association of Latour

b) Audited annual accounts of Latour for the financial

years 2008, 2009 and 2010

c) Articles of Association of SäkI

d) Audited annual accounts of SäkI for the financial years

2008, 2009 and 2010

e) Fairness opinions from SEB Enskilda and handels-

banken Capital markets regarding the merger


oThEr

Contact details Investmentaktiebolaget Latour (publ)Box 336

401 25 Gothenburg

Tel: +46 (0)31 89 17 90

SäkI AB (publ)Box 7158

103 88 Stockholm

Tel: +46 (0)8 679 56 00

SEB Enskildakungsträdgårdsgatan 8

106 40 Stockholm

Tel: +46 (0)8 52 22 95 00

White & Case Advokat ABBox 5573

114 85 Stockholm

Tel: +46 (0)8 506 323 00

PwCTorsgatan 21 Lilla Bommen 2

113 21 Stockholm 405 32 Gothenburg

Tel: +46 (0)8 555 330 00 Tel: +46 (0)31 793 10 00

Handelsbanken Capital MarketsBlasieholmstorg 11

106 70 Stockholm

Tel: +46 (0)8 701 10 00


mErGEr pLAn

This is a translation of the Swedish language version of the merger plan. In the event of any discrepancy between the English version of the merger plan and the Swedish language merger plan, the Swedish language merger plan shall prevail.

The Board of Directors of Investmentaktiebolaget Latour (publ), corporate registration number 5560263237 (“Latour”), with its registered office in Gothenburg, and the Board of Directors of SäkI AB (publ), corporate registration number 5560128547 (“SäkI”), with its registered office in Stockholm, have agreed on a merger between Latour and SäkI pursuant to Chapter 23 Section 1 of the Swedish Companies Act (2005:551) (“the Companies Act”). The merger shall be undertaken by way of absorption, with Latour as the absorbing company and SäkI as the transferring company.

In conjunction with this, the Boards of Directors have prepared the following

merger plan

MERGER PLANBackground and reasons for the mergerThe Boards of directors of Latour and SäkI1) have investigat-

ed the consequences of a merger between the two compa-

nies and believe that a merger would have the following

positive effects for the shareholders of Latour and SäkI:

The new company will be able to simplify and concen-

trate the ownership structure in the portfolio companies

and make it more transparent towards the market with an

increased liquidity in the share.

The new company would be a larger and more powerful

player on the market with improved investment opportuni-

ties and an increased financial stability.

Both Latour and SäkI are under a significant influence

from the douglas Family. privately and through holdings,

the douglas Family controls approximately 77.1 per cent of

the shares and 79.9 per cent of the voting capital in Latour

and approximately 79.9 per cent of the shares and the vot-

ing capital in SäkI. Any conflicts of interest that could

emerge in connection with transactions or investments in

future portfolio companies would be avoided if the merger

takes place.

The merger is assumed to result in certain cost synergies.

The merger will decrease the costs for listing, accounting,

advisers, employees and other costs associated with the

parent companies. meanwhile, the investment and business

development operations can be improved without having to

increase management costs in relative terms.

The merger is regarded to be a natural step in the devel-

opment of both companies and the assessment of both

companies Boards of directors is that, since the merger

between the two companies will create a higher market

value, this will result in a stronger strategic position in the

capital market, as well as provide benefits for the compa-

nies and their shareholders. Further information regarding

the background and the reasons for the merger is set out in

the joint press release.

The Boards of directors of the two companies are of the

opinion that the merger should be implemented by means

of a statutory merger in accordance with the Companies

Act, whereby the companies’ shareholders are given the

opportunity to approve the merger at their respective

Annual General meetings. The Boards of directors are of

the opinion that a statutory merger is an appropriate man-

ner for two companies to merge, as the intention is that the

terms of the merger shall not generally imply any transfer of

value from one company to the other company or between

the companies’ shareholder Groups. Latour’s Annual

General meeting will be held on 12 may 2011 and SäkI’s

Annual General meeting will be held on 9 may 2011.

Determination of the exchange ratio for the merger consideration and circumstances of significance in the evaluation of the approp riateness of the mergerWhen determining a fair exchange ratio for the share-

holders of both Latour and SäkI, the Boards of directors of

the two companies have considered a number of factors.

The Boards of directors have primarily considered the com-

panies’ net asset values in accordance with the methods

normally used by the companies for such calculations (valu-

ations of the underlying portfolio companies based on the

share price for the listed companies and comparative valua-

tions for the unlisted companies, valuation of other assets

as well as available net cash in each Group), as well as the

1) The directors Fredrik palmstierna and Carl douglas are directors in Latour’s as well as in SäkI’s Board of directors, and have, as a result of conflict of interest, not participated in the handling and resolution to adopt the merger plan.


mErGEr pLAn

listed share prices for Latour and SäkI. In support of their

valuations regarding the net asset value, the Boards of

directors have had the assets valued based on cash flow

analyses and valuations in accordance with the productive

value method, and comparative valuation of unlisted and

listed assets. The exchange ratio has been adjusted in order

to take into account the proposed SEk 3.75 dividends per

share in Latour and the proposed SEk 3.00 dividends per

share in SäkI.

The Boards of directors of Latour and SäkI are of the

opinion that the merger is beneficial to the companies and

the shareholders. Both Boards also consider the exchange

ratio to be fair, and this view is supported by fairness

opinions issued by financial experts.

Latour’s Board of directors has obtained a Fairness

opinion regarding the exchange ratio from SEB Enskilda

and SäkI’s Board of directors has obtained a Fairness

opinion regarding the exchange ratio from handelsbanken

Capital markets. SEB Enskilda has expressed that the

exchange ratio is fair from a financial point of view for the

shareholders of Latour. handelsbanken Capital markets has

expressed that the exchange ratio is fair from a financial

point of view for the shareholders of SäkI.

Based on the estimated net asset values of Latour and

SäkI, the exchange ratio does not lead to any material trans-

fer of value between the Groups of shareholders. Based on

the average volume weighted price of Latour shares during

the past 10 trading days means that the exchange ratio

offers a premium of 3.4 per cent in comparison with the

average volume weighted price of SäkI shares during the

past 10 trading days. Based on the last paid share price of

Latour shares, the exchange ratio gives a discount of 1.6 per

cent in comparison with the last paid share price of SäkI

shares.

Merger consideration etc.Latour shall provide consideration for the merger to the

shareholders of SäkI as described below.

one share in SäkI entitles the holder to receive 0.57 new

shares in Latour. Thus, a shareholder holding 100 shares in

SäkI will receive 57 new shares of Class B in Latour.

only whole shares in Latour will be paid to SäkI’s share-

holders as consideration for the merger.1) Latour and SäkI

will, therefore, retain SEB to, aggregate all such Latour

shares, or parts thereof, which not entitle the holder a

whole new Latour share as consideration (“Fractions”). The

total number of Latour shares corresponding to such

Fractions will, then be sold by SEB on nASdAQ omX

Stockholm. This sale shall be made as soon as possible after

registration of the merger. The proceeds from this sale will

then be paid to those entitled, in proportions to the value of

Fractions previously held.

The share issue shall be resolved upon by the sharehold-

ers of Latour, at the Annual General meeting, that will also

resolve on the approval of the merger plan.

The shares in Latour used as consideration shall entitle

the holder to receive dividends for the first time on the first

record date following the registration of the shares.

Thus, Latour’s share capital, amounting to SEk

110,000,000, will, following the merger, increase with

approximately SEk 24,000,000 to approximately SEk

133,000,000 as 28,500,000 new shares of Class B will be

issued.

The number of shares in Latour before and after the

merger is shown in the table below.

Number of shares in Latour before and after the merger

Shares of

Class AShares of

Class B Total

number of shares in Latour2) 12,084,160 118,915,840 131,000,000

newly issued shares in Latour (0.57 new shares in Latour for each share in SäkI) 3) – 28,500,000 28,500,000

Total 12,084,160 147,415,840 159,500,000

Settlement of the merger considerationThose entitled to consideration for the merger, will be

shareholders registered in the share register of SäkI on the

date when the Swedish Companies registration office

registers the merger (see further under “planned date for

the dissolution of SäkI”).

1) Should the aggregate number of Fractions according to the above not equal a full number of whole shares, Latour will provide the corresponding amount in cash, i.e. a maximum amount corresponding to the average proceeds from the Fraction sale of one share as described above.

2) does not include repurchased shares.3) The total value of the newly issued shares in Latour amount to, based on the average volume weighted share price during the past 10 trading days in the Latour share,

to SEk 3,783,000,000.


mErGEr pLAn

unless otherwise stated below, the merger consideration

will be accounted for by Euroclear Sweden registering the

number of shares in Latour in the securities account of each

duly entitled party, following registration of the merger with

the Swedish Companies registration office. meanwhile, the

shareholding in SäkI of such parties will be deregistered

from the same account.

The proceeds from the sale of the Fractions, as described

above, will be settled by SEB. This is to take place no later

than ten banking days after the sales of Fractions.

If the shares in SäkI are pledged on the date for account

of the consideration of the merger, account shall be made

to the pledge holder. If the shares in SäkI are registered with

a nominee, account shall be made to the nominee.

The merger is expected to be registered in the beginning

of July 2011.

Pre-merger undertakings1)

Latour and SäkI shall, during the period from this day and

until the day of the registration of the merger with the

Swedish Companies registration office, carry on the

business of the respective company in the ordinary course

of business and shall not, without the prior written consent

of the other party, take any of the following actions:

a) pay any dividend or other distribution to shareholders in

addition to the cash dividends proposed to the share-

holders of Latour and SäkI, amounting to SEk 3.75 in

Latour and SEk 3.00 in SäkI, amounting to a total of

approximately SEk 491.3 million;

b) issue or create shares or other securities (with exception

for the shares that are to be part of the merger consid-

eration)

c) acquire, sell or agree to acquire or sell, material share-

holdings, businesses or assets; or

d) enter into or amend any material contracts or arrange-

ments, or incur any material additional indebtedness

other than the ordinary course of operating business.

The parties have undertaken to take all necessary actions in

order to complete the merger on the terms set out herein.

Conditions for the merger

The completion of the merger is conditional upon:

1. that a shareholders’ meeting in Latour approves the

merger plan, resolves upon the consideration shares for

the merger, approves the changes in the Articles of

Association of Latour that are required for the merger

and appoints a new Board of directors;

2. that the shareholders’ meeting in SäkI approves the

merger plan;

3. that all permits and approvals of the authorities that are

necessary for the merger have been obtained on terms

that are acceptable for Latour and SäkI, in the opinion

of each respective Board of directors;

4. that the merger is not in whole or in part made impossi-

ble or materially impeded as a result of legislation, court

rulings, decisions by public authorities or anything

similar; and

5. that the pre-merger undertakings made by Latour and

SäkI as set out in clause a) and b) under the “pre-merger

undertakings” section are not breached before the day

of the registration of the merger and that the pre-merg-

er undertakings made by Latour and SäkI as set out in

clause c) and d) in the same section are not, before the

day of the registration of the merger, breached in any

such way which would result in a material adverse effect

on the merger or the new Group created by the merger.

Planned date for SäkI’s dissolution

SäkI will be dissolved and its assets and liabilities transferred

to Latour when the Swedish Companies registration office

registers the merger. This is expected to occur in the begin-

ning of July 2011. The companies will announce the date

on which the Swedish Corporation registration office is

expected to register the merger at a later stage.

The last day for trading in the SäkI shares is expected to be

the day that falls three trading days prior to the registration

of the merger by the Swedish Companies registration

office, and the first day of trading in the newly issued

shares is estimated to be the day following the day of the

merger.

1) “material”, stated in actions (c) and (d) refers to shareholders, assets or corresponding items with a value of at least SEk 500 m for Latour and at least SEk 200 m for SäkI.


mErGEr pLAn

Holders of securities with special rights

Latour holds 460,000 repurchased shares of Class B and

with respect to 230,000 of these there are call options

issued to Latour’s senior executives.

115,000 call options were issued by the Board of

directors during the second quarter of 2009, after a resolu-

tion made by the 2009 Annual General meeting resolving

on a four year call option scheme for senior executives. The

call options were issued on market terms with an option

premium of 10 per cent of the share price at the time. The

strike price was determined by an independent appraiser at

each strike time, in accordance with accepted valuation

methods.

The remaining 115,000 call options were issued by the

Board of directors during the second quarter of 2010 with

authorisation from the 2010 Annual General meeting as

the second part of the call option scheme adopted by the

2009 Annual General meeting. These call options were

issued with the same conditions as the 2009 call options.

There are no other outstanding warrants, convertibles or

other securities providing the holder with special rights in

Latour or SäkI. For the upcoming Annual General meeting

in Latour, a new call option scheme for senior executives will

be proposed. If the scheme is accepted, market conditions

will be used and the scheme will not exceed 230,000 call

options.

Fees etc. relating to the merger

no special fees or other benefits are payable to the directors

or senior executives of Latour or SäkI as a result of the

merger. The auditors of Latour and SäkI shall be paid fees

for their statement concerning the merger plan and for their

review of the merger Information document and press

release as per invoice.

Other

Anders mörck of Latour and mats Löfgren of SäkI shall be

entitled jointly to make any minor amendments in the

merger plan that may prove necessary in connection with

the registration of the merger plan or the merger or for

Euroclear Sweden’s in connection with the account of the

merger consideration.

Attached to the merger plan are the following docu-

ments:

1. Latour’s financial statements for the fiscal years 2008,

2009 and 2010.

2. SäkI’s financial statements for the fiscal years 2008,

2009 and 2010.

3. Auditors’ statements in accordance with Chapter 23,

Section 11 of the Companies Act.


mErGEr pLAn

Stockholm, march 16 2011

Investmentaktiebolaget Latour (publ)

The Board of Directors

Fredrik palmstierna

Anders Böös Carl douglas Elisabeth douglas

Eric douglas Jan Svensson Caroline af ugglas

SäkI AB (publ)

The Board of Directors

Gustaf douglas

Anders G. Carlberg mariana Burenstam Linder Carl douglas

Fredrik palmstierna


mErGEr pLAn

Auditors’ statement regarding merger plan according to Chapter 23 Section 11 of the Swedish Companies Act (2005:551) Assignment and allocation of responsibilitiesWe have examined the merger plan dated march 16, 2011.

It is the responsibility of the Boards of directors of Invest-

mentaktiebolaget Latour (Latour), corporate identity

number. 556026-3237, and SäkI AB (SäkI), corporate identi-

ty number. 556012-8547, to ensure that the merger plan

has been prepared in accordance with Chapter 23 Sections

7-10 of the Swedish Companies Act. It is our responsibility

to examine the merger plan and provide a written state-

ment in accordance with Chapter 23 Section 11 of the

Swedish Companies Act.

Direction and scope of examinationThe examination has been performed in accordance with

FAr SrS’ recommendation revr 4 Examination of merger

plan (Granskning av fusionsplan). This means that we have

planned and performed the examination in such a manner

that we, with limited assurance, can make a statement

about the merger plan, the valuation methods used, deter-

mination of the merger consideration as well as whether or

not there is a risk that the creditors of Latour will not receive

full payment for their claims. The examination has included

examination of the merger plan, examination of supporting

documentation and interviews regarding the merger plan.

In accordance with revr 4, we have only performed limited

examination of the assessments made regarding the for-

ward-looking information contained in the merger plan. In

our opinion, the examination provides us with a reasonable

basis for our statements below.

Other informationAccording to the merger plan Latour shall absorb SäkI.

The merger plan states that the consideration to the

shareholders of Latour shall consist of shares in SäkI. only

whole shares in Latour will be paid to the shareholders of

SäkI. Any fractions of shares will be sold in accordance with

the merger plan after which the proceeds (cash) will be paid

to the relevant shareholders of SäkI.

As stated in the merger plan, the merger is conditional

upon, inter alia, that a dividend of approximately SEk 491 m

to Latour’s shareholders and a dividend of approximately

SEk 150 m to SäkI’s shareholders are resolved.

It is the Boards of directors of Latour and SäkI that are

responsible for ensuring that the merger consideration and

the basis for its distribution have been determined in an

objective and correct manner.

The Boards of directors have jointly stated that the

factors described in the merger plan and the applied

valuation methods, have resulted in a relative value of 0.57

shares in Latour for each share in SäkI.

Considering the above exchange ratio, the number of

shares in Latour will after the merger amount to:

number of shares in Latour before the merger 131,000,000

merger consideration in shares in Latour paid to

owners in SäkI (1 share in SäkI eligible

for 0.57 shares of Series B in Latour) 28,500,000

The number of shares in Latour after the merger

159,500,000

In determining the exchange ratio for the merger considera-

tion for both of Latour’s and SäkI’s shareholders, the Boards

of directors of both companies have, as stated in the

merger plan, taken a number of factors into consideration.

In their assessment the Boards of directors have primarily

considered the companies’ net asset values, based on the

valuations of the underlying portfolio companies (including

share prices of listed companies), other assets and net cash

available in their respective groups. moreover, in the course

of deciding the exchange ratio the merger is proposed to be

conditional upon implementation of an dividends to

Latour’s and SäkI’ shareholders totaling approximately SEk

641 m.

Both Boards of directors are of the opinion that the

merger is beneficial for the companies as well as for the

shareholders of Latour and SäkI. Both Boards of directors

also consider the exchange ratio to be fair. They base their

conclusions on fairness opinions issued by independent

experts. Latour’s Board of directors has obtained an inde-

pendent fairness opinion regarding the exchange ratio from

SEB Enskilda and SäkI’s Board of directors has obtained the

corresponding fairness opinion from handelsbanken Capital

markets. SEB Enskilda has in their report to the Board of

directors of Latour expressed that the proposed exchange

ratio between Latour and SäkI is considered to be within a

reasonable range. handelsbanken Capital markets has

expressed that the offered exchange ratio is fair from a

financial point for the shareholders of SäkI.


mErGEr pLAn

StatementBased on our examination, no circumstances have come to our attention which has given us reasons to believe that:

●● the valuation methods used are not appropriate;●● that merger consideration and the basis for its distribution has not been determined in an objective and correct manner or

that the merger plan does not comply with the requirements of the Swedish Companies Act;●● the merger will lead to any risk that the creditors of Latour will not receive full payment of their claims.

Gothenburg, march 16, 2011

Auditors appointed by Auditors appointed by SäkI AB

Investmentaktiebolaget Latour (publ):

Öhrlings pricewaterhouseCoopers AB Öhrlings pricewaterhouseCoopers AB

helén olsson Svärdström peter nyllinge

Authorised public Accountant Authorised public Accountant

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