OFFERING TO SUBSCRIBE FOR

SHARES AND DEBENTURES

WITH DETACHABLE WARRANTS

IN BURE EQUITY AB (PUBL)

This document is a translation of the Swedish original prospectus.

In the event of any differences between this translation and the Swedish original,

the latter shall prevail.

Contents

OFFERING TO SUBSCRIBE FOR SHARES AND DEBENTURES WITH DETACHABLE WARRANTS IN BURE EQUITY AB (PUBL) 1

TERMS AND CONDITIONS 2

SUMMARY OF TERMS AND CONDITIONS FOR THE DEBENTURE LOAN WITH DETACHABLE WARRANTS 5

BACKGROUND AND REASONS 6

BURE IN BRIEF 8

TAX CONSIDERATIONS IN SWEDEN 10

FINANCIAL OVERVIEW, GROUP 13

COMMENTS ON THE FINANCIAL TREND 16

PRO FORMA ACCOUNTING 26

THE COMPANY’S FUTURE DIRECTION AND OPERATIONS 28

OTHER INFORMATION 55

RISK FACTORS 57

SHARES AND OWNERSHIP STRUCTURE 60

BOARD OF DIRECTORS, EXECUTIVE MANAGEMENT, AUDITORS 62

EXTRACT FROM ARTICLES OF ASSOCIATION, ETC. 65

EXTRACT INTERIM REPORT JANUARY – MARCH 2003 66

FINANCIAL ACCOUNTS 82

AUDITORS’ REPORT OF EXAMINATION 100

APPENDIX A – TERMS AND CONDITIONS DEBENTURE LOAN 101

APPENDIX B– TERMS AND CONDITIONS WARRANTS 104

ADDRESSES 109

Financial information from Bure

Six-month interim report, January – June 2003 25 August 2003Nine-month interim report, January–September 2003 28 October 2003

An investment in shares or share-related securities in

Bure involves risks. A person who is considering invest-

ing in Bure is therefore encouraged to study the

prospectus carefully, the section on "Risk Factors” in

particular.

"Bure", the “Group” or the “Company” as used in thisprospectus refers to Bure Equity AB (publ) or, depend-ing on the context, the Group of which Bure Equity ABis the parent company.

The Offering is not addressed to persons whose partici-pation requires another prospectus, registration ormeasures other than those prescribed by Swedish law.The prospectus may not be distributed in any countrywhere distribution or the Offering requires a measuredescribed in the preceding sentence or is in conflictwith rules in said country.

Neither the unit rights (see page 2), the paid sub-scribed shares, the paid subscribed units, the newshares, debentures or warrants have been registeredor will be registered in accordance with the UnitedStates Securities Act of 1933 and may not be sold oroffered for sale in the United States of America or topersons residing in the United States of America, otherthan to shareholders who are Qualified InstitutionalBuyers as specified in appropriate exemptions fromregistration requirements. Nor does the Offering com-prise shareholders resident in Canada, Japan or Aus-tralia.

Bure has instructed Handelsbanken Capital Marketsand Nordea Securities to ensure that unit rights, thatotherwise would have been distributed to such direct-registered American, Canadian, Japanese or Australianpersons who are not covered by the Offering, are soldand that the proceeds – less selling costs – are deliv-ered to said persons. Amounts less than SEK 100 willnot be distributed.

Disputes pertaining to the Offering described in thisprospectus shall be resolved in accordance withSwedish law and by a Swedish court exclusively.

This prospectus has been approved by Stockholms-börsen AB (publ) as a stock exchange prospectus pur-suant to the regulations in Chapter 5, § 5a of the Secu-rities and Clearing Operations Act (1992:543). Suchapproval does not imply a guarantee by Stockholms-börsen AB that the factual information in the factualinformation in the prospectus is accurate or complete.

Handelsbanken Capital Markets is a business areawithin Svenska Handelsbanken AB (publ). NordeaSecurities AB is a subsidiary of Nordea AB (publ).

Forward-looking information

Bure presents forward-looking information in this prospectus. Each statement that is not

solely historical fact is such forward-looking information. Forward-looking information con-

tains such expressions about what Bure “believes”, “expects” or “considers” will occur in the

future and other similar statements. Taking this into account, these statements should be

considered as currently applicable assessments of what is expected in the future and with

the full insight that expectations perhaps will not be fulfilled and that opinions may change.

Bure makes not commitment nor does it provide any guarantees that the anticipated

market conditions, transactions (including acquisitions and divestments), results (including

operating and financial goals), decisions and other future events and conditions that are ex-

pressed in the forward-looking information in this prospectus, will occur as described or that

they will occur at all.

Potential investors are hereby informed that the actual future results can deviate from

what is stated or indirectly expressed in the forward-looking information in this prospectus.

With the exception for what is required by law or the listing agreement with Stockholms-

börsen, Bure does not intend to update the forward-looking information, even if Bure’s busi-

ness conditions change in the future.

1) The combined issue expenses for the Share Issue and Debenture Issue may amount to some SEK 37M, including expenses for guarantee commission in the amount of

2.0 per cent for guarantees pertaining to subscription for shares above and beyond those subscribed for using preferential rights. Guarantee commissions may amount

to a maximum of almost SEK 10M.

BURE EQUITY AB | 1

Pending the approval of the Annual General Meeting, the Board

of Directors of Bure on 6 April 2003 decided on a combined new

issue of shares and debentures with detachable warrants. The

Company’s shareholders have preferential rights to subscribe for

one unit, that is, two new shares and one debenture with nine de-

tachable warrants, for each share held.

The issue of shares (Share Issue) entails an offering to sub-

scribe for two new shares at an issue price of SEK 0.75 per

share, for which the par value of each share is SEK 0.75, for each

share held. The Share Issue amounts to a maximum of

216,200,000 new shares with issue proceeds in a maximum

amount of SEK 162,150,000. As a result, the share capital may

increase by a maximum of SEK 162,150,000. In connection with

this, the share capital will be reduced by a total of SEK

1,009,175,000 to SEK 81,825,000, through a reduction in the

par value per share from SEK 10 to SEK 0.75 per share.

The issue of debentures with detachable warrants (Debenture

Issue) entails an offering for each share held of one debenture,

with a par value of SEK 6.75, and nine detachable warrants. The

issue price for the Debenture Issue is set at SEK 5.44 per deben-

ture with nine detachable warrants. The Debenture Issue com-

prises 108,100,000 debentures and represents issue proceeds

of a maximum SEK 588,064,000. Of this amount, SEK

500,203,114 is reported as proceeds for the debt instrument and

SEK 87,860,886 is to be transferred to restricted shareholders’

equity as proceeds for the warrants. The debenture loan is struc-

tured as a so-called zero coupon loan, which means that interest

is not paid during the term of the loan. The debenture loan falls

due for payment on 30 June 2007 in a nominal maximum amount

of SEK 729,675,000, representing an annual return of about 10

per cent. Each warrant entitles the holder to subscribe for one

share. Overall, the warrants provide entitlement to subscribe for a

maximum of 972,900,000 new shares at a price of SEK 0.75 per

share. Through the utilisation of warrants, share capital will rise by

a maximum of 729,675,000. The warrants provide entitlement to

subscription as of 15 July 2003 through 15 June 2007.

The Board’s decision in respect of the Share and Debenture

Issue was approved by the Annual General Meeting on 21 May

2003, which also approved changes to the Articles of Association

and a reduction in share capital. In the event of full subscription,

the total issue proceeds will amount to SEK 750,214,000 before

deductions for issue and guarantee expenses1). In the event of

full utilisation of the issued warrants in accordance with the date

noted above, additional proceeds of a maximum of SEK

729,675,000 will be received. The Share Issue means that the

number of shares in the company will increase by a maximum of

216,200,000 shares to a maximum of 325,300,000 shares. If, in

addition, all warrants are exercised, the number of shares in the

Company will increase by an additional 972,900,000 shares to a

maximum total of 1,298,200,000 shares. All shares are of the

same class.

The issues are guaranteed in a total of SEK 600M, of which

SEK 300M is guaranteed by the Sjätte AP-fonden (6th AP

Fund),which holds 17.0 per cent of the shares in Bure, and in the

amount of SEK 300M jointly by Handelsbanken, Nordea and

Danske Bank (jointly “the Banks”). The guarantee statement is

not reduced by the first SEK 150M subscribed by parties other

than Sjätte AP-fonden.

Shareholders in Bure and others are hereby offered to sub-

scribe for shares and debentures with detachable warrants in the

Company pursuant to the terms and conditions in this prospec-

tus. Subscription may be made solely for shares and debentures

in units of two shares and one debenture with nine detachable

warrants.

OFFERING TO SUBSCRIBE FOR SHARES AND DEBENTURES WITH DETACHABLE WARRANTS IN BURE EQUITY AB (PUBL)

Gothenburg, 21 May 2003

Bure Equity AB (publ)Board of Directors

Preferential rights for subscriptionThose who are registered in the share register on 27 May 2003 as

shareholders in Bure hold preferential rights, on the basis of each

share held, to subscribe for two shares and a debenture with a par

value of SEK 6.75 with nine (9) detachable warrants. Subscription for

shares and debentures with nine detachable warrants may be con-

ducted only in the form of units.

Unit rightsShareholder preferential rights may be exercised using unit rights.

Each existing share provides entitlement to one unit right consisting

of two new shares and one debenture with a par value of SEK 6.75

with nine detachable warrants.

Issue priceThe issue price of a unit is SEK 6.94.

Record dateThe record date for determining who is entitled to receive unit rights in

the new share issue is 27 May 2003. The shares in Bure will be quot-

ed on the Stockholmsbörsen with unit rights through 22 May 2003

and ex unit rights as of 23 May 2003.

Issue statementAll directly registered shareholders and representatives of sharehold-

ers will receive a prospectus and issue statement with a bankgiro or

postgiro form covering subscription for units of shares and deben-

tures with detachable warrants. Among other points, the issue state-

ment will show the number of units received and the total number of

units for which subscription may be made. A securities (VP) account

notice regarding registration of unit rights in the securities account will

not be mailed.

Those who are registered in the special list of creditors and

trustees maintained in conjunction with the share register will not re-

ceive an issue statement but will instead be notified separately.

Trustee registered holdingsShareholders whose holdings are registered with a bank or other trustee

will not receive an issue statement. Instead, subscription and payment

will be made in accordance with the instructions from the trustee.

Trading in unit rightsTrading in unit rights will take place on the Stockholm Stock Ex-

change during the period 2–16 June 2003. Handelsbanken, Nordea

and other securities institutions can assist in the purchase and sale of

unit rights.

2 | BURE EQUITY AB

TERMS AND CONDITIONS

TERMS AND CONDITIONS IN BRIEF

Issue terms and conditions: Each existing share provides entitlement to one unit comprising:– two new shares in Bure– one debenture with a par value of SEK 6.75 with nine detachable warrants

Issue price: SEK 6.94 per unit (SEK 0.75 per share, SEK 5.44 per debenture with detachablewarrants)

Record date: May 27, 2003

Trading in unit rights: 2 June through 16 June 2003

Subscription period: 2 June through 19 June 2003

Subscription and payment: Subscription with preferential rights is effected through cash payment during thesubscription period

Trading in paid-up subscription units (interim units): 2 June through 9 June, 2003 or thereabouts

Subscription may also be made without preferential rights, refer to section “Terms, conditions and instructions –

Subscription without preferential rights”.

Note that unit rights not used for subscription must be sold before 16 June 2003, otherwise they become worthless.

BURE EQUITY AB | 3

Subscription using preferential rightsSubscription using unit rights is to be undertaken during the period

2–19 June 2003 through cash payment.

After the expiry of the subscription period, unutilised unit rights

will be invalid. After 19 June 2003, unutilised unit rights will be with-

drawn from each securities (VP) account, without notification from

VPC (Swedish Securities Register Centre)

To prevent forfeiture of the value in the unit rights received, the

shareholder can either

• Utilise the unit rights received by subscribing for new shares

and debentures with detachable warrants in Bure no late than

19 June 2003.

• Sell the received, unutilised unit rights not later than 16 June 2003.

Swedish residents who are entitled to subscribeSubscription for shares and debentures with detachable warrants us-

ing unit rights is to be undertaken via cash payment in accordance

with the mailed bankgiro/postgiro payment slips or through concur-

rent payment and application for subscription using the appropriate

application form available at any of Handelsbanken’s and Nordea’s

offices or at any other Swedish bank office.

Bankgiro/postgiro payment slips are to be used if all subscribable

unit rights, as specified in the issue statement mailed by VPC, are to

be exercised.

The application form is to be used if the unit rights are purchased,

transferred from some other securities account, if the printed bank-

giro/postgiro payment slip is lost, or if all unit rights pursuant to the is-

sue statement mailed by VPC and referred to as “fully subscribable“

are not to be exercised. The application form for subscription using

unit rights is available from Handelsbanken's and Nordea’s offices.

Non-Swedish residents who are entitled to subscribeThose who are entitled to subscribe and who are not resident in Swe-

den and cannot use the printed bankgiro/postgiro payment slips are

to use the mailed application form for subscription. In connection with

the submission of the application form to the address stated below,

payment is to be made in Swedish krona via S.W.I.F.T. or by telex to

the bank account in Sweden as stated below:

Handelsbanken Capital Markets

Emission

SE-106 70 Stockholm, Sweden

SWIFT: HANDSESS

Telex no. 11090

Bank account number: 1160-339 068 418

On payment, both the subscriber’s name and address as well as the

reference “ISSUE BURE” are to be stated. The application form and

payment must reach Handelsbanken Capital Markets no later than

19 June 2003.

Paid-up subscription units (interim units, “BTU”)A few days after the completion of payment and subscription, VPC

will mail a notice confirming that the paid-up subscription units (inter-

im units) have been booked in the shareholder’s securities account.

Interim units will be booked in the securities account until the issues

have been registered with the Swedish Patent and Registration Office

(PRV). Registration is expected to be completed on or about 10 July

2003. Subsequently, interim units will be reregistered as new shares,

debentures and warrants, which is expected to take place on or

about 16 July 2003. No securities notice will be mailed by VPC in

conjunction with this exchange.

Trading in paid-up subscription units (interim units)Trading in interim shares will take place on Stockholmsbörsen as of

2 June 2003 and up until the issues have been registered with PRV.

Subscription without preferential rights and allocationApplication for subscription not based on unit rights is to be made us-

ing the appropriate application form for this purpose. These forms are

available from Handelsbanken office’s and may be obtained from

www.handelsbanken.se/aktuellaerbjudanden. The application is to

be mailed to Handelsbanken Capital Markets, Emission, SE-106 70

Stockholm. The application form must be received by Handels-

banken no later than 19 June 2003.

If the issues are not fully subscribed through the exercise of unit

rights, Bure’s Board of Directors will determine the extent to which

the allocation of shares and debentures with detachable warrants will

be undertaken.

Any allocation will initially be made to those who have subscribed

for shares and debentures with detachable warrants by using unit

rights. In the event of over-subscription, the allocation will be con-

ducted in relation to the number of unit rights used by each share-

holder for subscription and, when this is impossible, though lottery. In

cases in which it proves impossible to allocate in accordance with the

above, the Board shall be entitled to decide the extent to which, and

how, additional allocation of outstanding shares and debentures with

detachable warrants is to be made to parties who have subscribed

without being entitled to unit rights. Subsequently, allocation will be

made to Sjätte AP-fonden, Handelsbanken, Nordea and Danske

Bank in their capacities as guarantors and then on a pro rata basis in

relation to their particular guarantee commitment.

As confirmation of the allocation of shares and debentures with

detachable warrants subscribed for without entitlement to unit rights,

a settlement note will be mailed to the subscriber. Subscribed and al-

located shares and debentures with detachable warrants must be

paid for in cash no later than three banking days after the subscriber

has been notified of allocation. Interim units will be delivered as soon

as possible after the payment date, with notification from VPC.

Terms and conditions

Listing of newly issued shares, debentures and warrantsBure’s shares are currently listed on the Stockholmsbörsen A list.

As soon as PRV registers the new issue, the newly issued shares

will be listed on the A list. A trading lot for the share is currently

1,000 shares. At the end of June 2003, the trading lot for the

shares will be changed to the expected 10,000 shares. The

debenture loan will be listed on the Stockholmsbörsen SOX list,

with the size of the trading lot being a nominal SEK 5,000 per trad-

ing lot. It is not possible to trade a lower amount than SEK 1 in the

trading system of Stockholmsbörsen. Such amounts may be held

by the debenture holder at maturity of the debenture loan.

The warrants will be listed on the Stockholmsbörsen list for

convertible loans and warrants, with a trading lot size correspon-

ding to the trading lot for shares.

The new shares, debenture loan and warrants will be avail-

able for trading on or about 17 July 2003.

Dividend rightsThe new shares carry rights to dividends for fiscal year 20031).

QuestionsQuestions regarding the Offering will be answered by telephone,

+46 20 41 00 08.

4 | BURE EQUITY AB

Terms and conditions

To prevent forfeiture of the value in the unit rights received, the shareholder can either• Utilise the unit rights received by subscribing for new shares and debentures with detachable warrants in Bure no later

than 19 June 2003.

• Sell the received, unutilised unit rights no later than 16 June 2003.

Shareholders who do not ensure that one of the measures above is taken will forfeit the value of unit rights received.

1) As a result of the reduction in share capital, as approved by the AGM on 21 May 2003, the Company may not pay a dividend without court approval. This applies to the

next three years, provided the share capital does not increase by an amount that corresponds at least to the reduction amount.

Share Share

Nine warrants

22 May 27 May 2 June 16 June 19 June Final day for trading in sharescarrying rights to participate in the issues

Record dateCommencement of application period.

Final date for trading in unit rights.

Final trading dateNew shares, debentures

and warrants are registered in investors’ accounts

Final date for tradingIn interim units

During the period 2-19 June 2003, one unit right provides entitlement to subscribe for

one unit comprising;•

two new shares at a price of SEK 0.75 per share

• a debenture with nine detachable warrants

at a price of SEK 5.44

On the record date, 27 May 2000, a shareholder has one share in Bure.

Following the completion of the issues, the shareholder has 3 shares,

one debenture and nine warrants

Share

Debentures with detachable warrants

Share

General timetable for Share Issue and Debenture Issue

The share provides one unit right

9 July 16 July

ShareDebentures Unit rights

On or about

Trading in unit rights commences.

Trading in interim units commences.

1) As a result of the reduction in share capital, as approved by the AGM on 21 May 2003, the Company may not pay a dividend without court approval. This applies to the

next three years, provided the share capital does not increase by an amount that corresponds at least to the reduction amount.

BURE EQUITY AB | 5

Debenture loanSummary of terms and conditions for debenture loan 2003/2007 Appendix A presents the complete terms and conditions at-

tached to the 2003/2007 debenture loan.

Loan amountThe loan amount totals a maximum nominal sums of SEK

729,675,000 and is represented by a maximum of 108,100,000

debentures, each at a value of SEK 6.75 or full multiples thereof.

Each debenture in an amount of SEK 6.75 carries nine detach-

able warrants.

Repayment of loan and premature redemptionThe debenture loan falls due for payment on 30 June 2007 in its

nominal amount, or at an earlier date that may arise as a result of

the provisions governing premature redemption and termination

(refer to points 7 and 8 in appendix A).

InterestThe debenture loan does not carry a coupon, and thus interest is

not paid during the term of the loan. The debenture loan falls due

in a nominal amount of SEK 729,675,000, representing an annual

return of 10 per cent.

Right to paymentIn the event of the company going into bankruptcy, restructuring or

is declared insolvent, the debenture loan provides the right to pay-

ment from the company’s assets after the company’s non-subordi-

nated commitments, and is equivalent (pari passu) to other subor-

dinate commitments that are not explicitly subordinate to this loan.

WarrantsSummary of the terms and conditions for 2003/2007 warrantsAppendix B presents the complete terms and conditions for

2003/2007 warrants.

Warrants and entitlement to subscribe for new sharesThe number of warrants total a maximum 972,900,000. Each

warrant entitles the holder to subscribe for one new share in the

Company with a par value of SEK 0.75, at a subscription price of

SEK 0.75.

Application for subscriptionApplication for subscription to shares may take place as of 15

July 2003 through 15 June 2007 or an earlier date that may arise

as a result of Point 8 in Appendix B.

Dividend payments on new sharesShares that arise as a result of subscription undertaken through 1

February of any year provide entitlement to dividends for the first

time on the record date for the dividend payment approved by the

AGM immediately after the completion of subscription. Shares

arising as a result of subscription as of 2 February in any year pro-

vide entitlement to profit distribution for the first time on the record

date for the dividend approved in the subsequent year1).

Adjustment of subscription price, etc.In certain cases, adjustment must be made of the subscription

price and the number of shares to which each warrant provides

subscription. Bure has commissioned Nordea securities to con-

tinually handle such adjustments.

SUMMARY OF TERMS AND CONDITIONS FOR THE DEBENTURE LOAN WITH DETACHABLE WARRANTS

A shareholder currently owning 100 shares

will receive 100 unit rights

On the basis of these rights, the

shareholder may, in return for

payment of SEK 694

for a single package, subscribe for:

200 new shares for SEK 150

100 debentures for SEK 463

900 warrants for SEK 81

SEK 694

Following the completion of subscription, the shareholder has 300 shares, 100debentures and 900 warrants.

The debenture matures on 30 January 2007, and provides a return corre-sponding to 10 per cent annually.

Using the warrants, the shareholder may subscribe for 900 new shares at aprice of SEK 0.75.

1) Refer also to the section “Comments on the financial trend” under “Liquidity”.

Bure’s historySince its establishment in 1992, Bure has developed from being

an asset management company with a broad investment focus

into a private equity company focusing on proactive value growth

in selected industries. Since October 1993, the Bure share has

been listed on Stockholmsbörsen and since June 1995, the

share has traded on the A-list of Stockholmsbörsen. During the

period 1999 – 2000, the company commenced a strategic shift

in focus primarily towards investments in unlisted holdings. To

highlight this shift, the company changed its name to Bure Equity

AB. At the same time, this marked the beginning of period of ex-

tensive share divestments and dividend payments.

After these divestments, Bure faced a period of renewal in its

investment portfolio. During 2001, investments were conducted

in 14 companies.

Bure’s value creationSince its inception in 1992, Bure has transferred SEK 6,600M

to shareholders in the form of cash dividends and shares in

subsidiaries.

Liquidity situation in recent yearsFollowing the intensive investment period of 2000–2001, Bure

moved into a phase of focusing on the development and en-

hancement of new newly acquired and existing holdings in 2002.

Weak economic conditions led to a weakening of profitability in

Bure’s portfolio companies and compelled Bure to provide its

holdings with substantial capital injections. As a result, Bure’s ef-

forts focused on securing its financial stability. Bure’s financial sit-

uation deteriorated as a result of the general economic decline,

aggressive acquisitions, high borrowing, high asset-management

costs and the continuing downward tread in equity markets and

thus the poor exit market during autumn 2002 and afterwards.

This resulted in negative capital flows. Also, the situation was

affected by previously large dividends and substantial future

financial undertakings.

Against this background, a programme was launched to

manage the liquidity crisis and to considerably reduce the

debt/equity level by mid-year 2003. In particular, the programme

consisted of measures designed to release capital and limit the

outflow of capital and achieve cost cuts. In line with the pro-

gramme, equity portfolios were divested during the fourth quarter

of 2002. The Parent Company’s management costs were re-

duced and downsizing of the organisation commenced in view of

the prevailing conditions. In early 2003, however, it was noted

that the adverse market conditions were continuing and that the

programmes undertaken did not suffice. The financial situation

became acute in early 2003.

Securing financingIn an effort to meet the impending liquidity crisis and conduct a

necessary restructuring of operations, Bure commenced negotia-

tions with the Company’s creditors and the company’s major

shareholder Sjätte AP-fund (Sixth Swedish Pension Fund) in a bid

to solve the upcoming liquidity crisis and to ensure short and long-

term financing of the Company. These negotiations led to a solu-

tion to the effect that the prevailing liquidity crisis was handled by

means of an agreement signed with Handelsbanken, Nordea and

Danske Bank covering short-term financing in a maximum of SEK

300M until the issue proceeds, described below, were received,

which is expected to occur not later than July 2003.

To secure long-term financing, agreements were signed with the

above banks covering an extension of a long-term credit facility of

SEK 1,200M, which matures on 31 December 20061). On the pub-

lication date of this prospectus, the credit facility of SEK 1,200M had

been used in its entirety. In both cases, the credit agreements as

well as the credit agreement, were based on Bure’s mortgaging of

shares in subsidiaries and associated companies. The credit is sub-

ject to customary commercial interest terms and conditions.

In addition the Board decided on the current issues, which

are expected to provide the Company with slightly more than

SEK 750M before deductions for guarantee and issue costs.

6 | BURE EQUITY AB

BACKGROUND AND REASONS

1) Note that the Board of Directors in this context comprises the members included in the Board up until the annual General Meeting of shareholders on 21 May 2003. Refer

to “Board of Directors, senior executives and auditors.”

BURE EQUITY AB | 7

A reduction in share capital will be made in a total amount of

SEK 1,009,175,000 to SEK 81,825,000, which is being effected

by reducing the par value per share from SEK 10 to SEK 0.75 in

order to cover the writedown of asset book values and last year’s

loss. The issues are guaranteed up to a total of SEK 600M, of

which SEK 300M is provided by Sjätte AP-fund, which holds

17.0 per cent of the shares in Bure and SEK 300M jointly by Han-

delsbanken, Nordea and Danske Bank.

In view of the protracted negotiations regarding Bure’s finan-

cial position, negative developments in early 2003 for certain

companies and the increased uncertainty which this and other

events in the business environment have led to, the Board decid-

ed to alter the closing accounts for 2002, and based on revised

general return requirements and specific corporate circum-

stances, conduct additional write-downs and provisions in the

Parent Company of SEK 822M and in the Group in a total of SEK

628M, in a bid to more accurately reflect asset values.

Reasons for the issuesThe agreement with Bure’s creditors and the essentially guaran-

teed securities issues represent a decisive step in ensuring short-

term and long-term financing. The Board believes that the financ-

ing has rescued substantial asset value. Without financing, the

rapid sell off of assets at most likely unfavourable prices would

have been necessary. Instead, Bure is now gaining financial free-

dom of action, which the company needs in order to be able to

successfully develop its strategic orientation and fulfil the devel-

opment of the current portfolio companies. Initially, the plan is to

use issue proceeds to repay short-term bridging credits in a max-

imum amount of SEK 300M from the Banks and to finance cur-

rent operations, including supplementary purchase prices for

contractual supplementary acquisitions and additional previously

decided acquisitions by Bure and its subsidiaries and associated

companies and to provide necessary capital to such companies.

In addition, Bure will further reduce its overall asset-management

costs. Also, Bure will ensure and highlight the values in the port-

folio through earnings-enhancing and value-creating measures in

portfolio companies and by means of sales, completely or partly,

of portfolio holdings. Bure’s strengthened financial position per-

mits these sales to be made via systematic and controlled forms.

As a result, Bure can in the short term reduce its indebtedness.

Overall, this means that Bure, as the Board believes, has covered

its liquidity requirements in the medium term – even in the event

of a continuing weak market for corporate disposals.

On 31 March 2003, the Group’s equity ratio was 17.2 per

cent. If the securities issues had been completed by that date

and the proceeds had raised liquidity, the pro forma equity ratio

would have been 18.9 per cent. If the warrants, which may be

used to subscribe for shares not later than 15 June 2007, had

been exercised, the equity ratio would have amounted to 28.6

per cent. As regards the share dividend from Bure, this will be

paid only after court approval due to the reduction in share capi-

tal. This applies for the next three years, provided that the share

capital does not increase by a minimum amount equivalent to the

reduction amount. For further information on the financial implica-

tions of the issues for Bure, refer to the section entitled “Pro for-

ma accounting”.

Background and reasons

For other information, reference is made to the presentation in this prospectus, which has been prepared as a re-

sult of the current securities issues. It is hereby assured that, to the knowledge of the Board of Directors of Bure,

the information in the prospectus complies with actual circumstances and that nothing of material significance has

been omitted that could affect the impression of the Bure created by this information.

Gothenburg, 21 May 2003

Bure Equity AB (publ)Board of Directors1)

HistorySince its establishment in 1992, Bure has developed from being

an asset management company with a broad investment focus

into a private equity company focusing on proactive value growth

in selected industries. During the period 1999 – 2000, the com-

pany commenced a strategic shift in focus towards investments

in unlisted holdings. To highlight this shift, the company changed

its name to Bure Equity AB. At the same time, this marked the

beginning of period of extensive exits and dividend payments.

After these divestments, Bure faced a period of renewal in its in-

vestment portfolio. During 2001, investments were conducted in

14 companies.

Bure todayDuring summer and autumn 2002, the financial situation gradual-

ly weakened as a result of continuing sluggish economic condi-

tions and poor exit markets. The deterioration in Bure’s financial

position was due to aggressive acquisitions, capital injections

into portfolio companies due to their weak profitability, along with

high asset-management costs. In addition, the situation was af-

fected by previously large dividends and substantial financial

commitments in terms of supplementary acquisition prices. The

confluence of deferred sales processes due to the market trend,

plus falling stock markets, which sharply reduced Bure’s equity

portfolio, led to an acute financial situation in early 2003.

In conjunction with Bure’s financial situation, Bure’s business

model based on continual investments in and exits from compa-

nies did not prove viable in declining markets. This led the Board

to review the Company’s overriding strategy, combined with a

decision regarding the current securities issues.

Bure’s future directionCurrently, Bure’s has three priorities for the future: create financial

stability and reduce debt; focus on profitability and positive cash

flow in existing holdings, and to develop Bure’s future direction to

create a sustainable profitable structure, with positive cash flow.

To re-establish financial balance is the most critical compo-

nent for Bure short term. The issue will move Bure in a decisive

step in the right direction. In addition, financial stability ensures

that sales of assets can be carried out without time pressure,

which also creates the conditions to protect shareholder value.

Parallel with the restoration of financial stability, continuing

efforts will be made in improving and creating profitability and

positive cash flow in portfolio companies through efficiency-

enhancement programmes in the form of cost adjustments and

rationalisations.

In the work to develop Bure’s future direction, the ambition is

to develop a structure that facilitates that balance is created in

Bure’s capital flow, even in a situation characterised by a weak

business climate and unstable capital market. The former trans-

action-driven direction can be complemented with a few wholly

owned business areas. The aim with developing business areas

is that these would create critical size, realise synergy effects and

utilise and development management structures. At the same

time that wholly owned business areas are formed, the active in-

vestment operations will be further developed. Bure’s business

areas shall also be able to provide the Parent Company with on-

going cash flows to cover management costs and interest ex-

penses. The details for this structure will be drawn up during the

period during which financial stability, is restored and profitability

in the portfolio companies is given priority.

Consequently, in brief Bure will secure and identify the values

in the portfolio through disposals without any time pressure; by

focusing on earnings-enhancing and value-creating measures in

the portfolio companies; and by reducing the Parent Company’s

total management costs. These measures will create the condi-

tions that enable Bure to develop and realise assets, so that

shareholder value is created and realised for shareholders.

OrganisationBure consists of a Parent Company, a number of wholly and part-

ly owned subsidiaries and a number of associated companies.

The Parent Company currently has an organisation made up of

27 employees, a number of whom work with the portfolio com-

panies and the development process that the companies are

undergoing. Employees are divided into investment teams that

8 | BURE EQUITY AB

BURE IN BRIEF

Financial overview

2000 2001 2002

Consolidated statement of income and financial position

Net sales 7,553 3,997 6,045

Result after tax, SEK M 2,000 –193 –2,007

Total assets, SEK M 9,106 7,791 4,776

Shareholders’ equity, SEK M 4,393 3,095 1,005

Equity/assets ratio, % 48% 40% 21%

Parent Company’s statement of income and financial position

Exit results, SEK M 2,743 590 345

Result after tax, SEK M 1,767 74 –2,279

Total assets, SEK M 4,690 4,649 2,602

Shareholders’ equity, SEK M 4,310 3,342 995

Equity ratio, % 92% 72% 38%

Data per share

Share price, SEK 51.50 29.70 10.40

Dividend per share, SEK 19.50 1.75 0.00

Dividend yield, % 37.9 5.9 –

monitor and support the development of the portfolio companies.

Bure is headquartered in Gothenburg, which is also the location

for many of its employees.

Investment portfolioAt year-end 2002, Bure’s investment portfolio contained a total of

45 companies. The total investment portfolio had a book value of

SEK 1,901M (3,348) and a net asset value of SEK 995M (4,025)

after deductions for liabilities.

Bure invests both directly and indirectly. In addition to Carl

Bro, Systeam, PAHR Svenska, Cygate, Vittra, Business Commu-

nication Group, Mercuri International Group, Xdin, Citat and Infor-

mator, Bure has invested directly in unlisted companies – Celemi,

Retea and Simonsen – and in the listed companies Scribona and

Dimension. In addition, via its subsidiary, Cindra AB, has invested

in the listed company Teleca. Bure’s indirect investments consist

of the funds, Nordic Capital and Innovationskapital, and of busi-

ness area Venture Capital & Incubators.

Directly owned and unlistedAt 31 December 2002, the majority of the investment portfolio

consists of directly owned companies, i.e. approximately 62 per

cent of the portfolio’s total book value. Unlisted companies ac-

count for approximately 87 per cent of the portfolio’s book value.

Spread over several sectorsBook value and investments are spread over a number of sec-

tors, with an emphasis on IT, Life Science, Technology Consul-

tants and Training. The IT sector consists of the sub-sectors, IT-

Consulting, IT-Distribution and Integration as well as software and

IT-equipment. At year-end 2002, Life Science accounted for 19

per cent of the portfolio’s total net asset value, mainly through

Bure’s holding via Nordic Capital.

BURE EQUITY AB | 9

Bure in brief

The portfolio companies are directedat many different

customer sectors.

DISTRIBUTION OF CUSTOMER SECTORS,SALES WEIGHTED WITH BOOK VALUE,

31 DECEMBER 2002

Government & municipality 26%

Healthcare 21%

Pharmaceutical companies 2%

Industry 14%

Consumer products 2%Bank & Finance 3%Automotive 4%

Other 7%

IT-re-sellers 8%

Telecoms 13%

The holdings represent a number of sectors.

SECTOR DISTRIBUTION OF

BOOK VALUE

31 DECEMBER 2002

IT consultants 23%

IT Distribution & Integration 15%

Software and IT-equipment 10%

Other 3%InfoMedia 2%

Training & Education 5%

Manufacturing industry 11%

Technology consultants 12%

Life Science 19%

The unlisted holdings account for approximately 87

per cent of the portfolio’s total book value.

UNLISTED/LISTED ASSETS, BOOK VALUE

31 DECEMBER 2002

Listed 13%Unlisted 87%

Bure’s investment portfolio is dominated by directly

owned companies.

DIRECT/INDIRECT OWNERSHIP

OF BOOK VALUE

31 DECEMBER 2002

Indirect ownership via funds 38%

Direct ownership62%

10 | BURE EQUITY AB

The presentation below consists of summary information regard-

ing current tax implications in Sweden that may arise as a result

of owning shares in Bure or as a result of the Offering to acquire

debentures with detachable warrants issued by Bure for share-

holders and holders of debentures or warrants who have unlimit-

ed tax liability in Sweden, unless otherwise stated. It is not de-

signed to deal with all the significant tax implications for share-

holders in Bure or for shareholders and holders of debentures is-

sued by Bure. It does not cover special rules that apply, for ex-

ample, to partnerships or to such legal entities whose shares are

viewed as inventory assets in a business. The tax treatment of

each individual depends on the shareholder’s specific situation.

This means that special tax implications not mentioned below

may arise for certain categories of shareholders such as invest-

ment companies, securities funds or persons who are not have

unlimited tax liability in Sweden. Each shareholder is recom-

mended to consult a tax adviser for information concerning the

special tax implications that may arise as a result of holding

shares in Bure due to the offering to acquire debentures with de-

tachable warrants issued by Bure and arising from, for example,

foreign regulations, tax agreements or other applicable rules.

Receipt of unit rightsThe receipt of unit rights in a rights issue does not entail any taxa-

tion such as in the case of dividends etc, for shareholders.

Sale of shares and debentures Individuals and the estates of deceased persons are taxed for the

entire capital gains as income from capital arising from the sale of

shares or debentures. A debenture is regarded as having been

sold when the loan is repaid on redemption. Tax is levied at a rate

of 30 per cent of the capital gain. The average method is used in

calculating the gain. According to this method, the sum of ex-

penses (acquisitions costs plus supplements for enhancement

costs) for a share or a debenture consists of the average expense

amount for shares or debentures of the same type and class. The

standard rule may be used as an alternative to the average

method in calculating the gain for listed shares. The standard rule

means that the expense amount may be calculated as 20 per

cent of the sales proceeds after deductions for selling expenses.

Shares in Bure are listed on the Stockholm Stock Exchange. The

standard rule may not be used for debentures.

The residual value method is used in calculating the acquisi-

tion cost of debentures. This means that the acquisition value on

the acquisition date is distributed so that the acquisition value for

the debenture corresponds to its market value on the acquisition

date. The remaining value is attributed to the warrant.

A capital loss from the sale of listed shares or debentures is

deductible. Capital losses from the sale of shares may be offset

during the same year against capital gains on unlisted shares,

listed shares, convertible debt and other participating rights,

except for units in Swedish securities funds that contain only

Swedish receivable rights (Swedish fixed income funds). If capital

losses are larger than capital gains, 70 per cent of the outstand-

ing loss may be deducted. Capital losses on listed receivable

rights denominated in Swedish kronor, such as the debentures

issued by Bure pursuant to this Offering may be deducted in their

entirety against other income from capital. If a loss arises in in-

come from capital, a tax reduction is granted on income from

employment and business operations as well as from property

tax. This tax reduction is 30 per cent for losses less than SEK

100,000 and 21 per cent for losses above this amount. The

deficit may not be carried forward to a later fiscal year.

TAX CONSIDERATIONS IN SWEDEN

BURE EQUITY AB | 11

Legal entitiesLimited liability companies and other legal entities, except estates

of deceased persons, are taxed for all income, including income

from capital, as income from business operations. The corporate

tax rate of 28 per cent. Refer to the heading “Individuals” for the

calculation of the cost amount. Deductions for capital losses on

shares and other option rights are permitted only against capital

gains on shares and other participating rights. If certain condi-

tions are fulfilled, such capital losses may be offset against capital

gains on shares and participating rights in companies in the same

corporate group, provided that group contributions among the

companies are permitted. Capital losses that cannot be utilised in

a certain fiscal year may be retained and deducted against capital

gains on participating rights during subsequent fiscal years with

no limit in time. Capital losses on debentures are deductible

against other income in the company.

Recent legislation has broadened the potential for tax-free

capital gains. Among other points, this legislation entails that

capital gains on business-related shares are tax-free. Business-

related holdings include non-listed shares. Holdings of listed

shares may also be viewed as business related if the holding cor-

responds to at least 10 per cent of the voting rights and the

shares have been held over a continual period of a minimum one

year. Capital losses on business-related shares are not de-

ductible. The provisions in this legislation apply to disposals after

1 July 2003.

Exercise of unit rights for shares and debenturesThe exercise of unit rights for subscription for shares and deben-

tures does not gives rise to taxation. The acquisition cost for

shares is the issue price. The acquisition cost for debentures and

detachable warrants is determined through a proportioning

process based on market value, refer to the heading “Sale of

shares and debentures”. If the unit rights that are utilised for sub-

scription for shares and debentures have been purchased, the

payment made for these unit rights mat be added in calculating

the cost amount for the securities. Provisions regarding taxation

in the event of a sale of shares and debentures are presented un-

der the heading “Taxation on the sale of shares and debentures”.

Sale of unit rights receivedShareholders who do not wish to exercise their rights to partici-

pate in the issue of shares and debentures may sell their rights. In

such cases, a taxable capital gain must be calculated. If the di-

vested unit rights were received at zero cost, each right is regard-

ed, as having been acquired for SEK zero (o). The standard rule

may not be used in such cases. The entire sales proceeds after

deductions for selling expenses must thus be reported for taxa-

tion. The cost amount for the original shares is not affected.

Capital losses on unlisted shares and capital losses incurred

on listed shares and other listed participating rights other than

units in Swedish fixed income funds may be fully offset against a

capital gain on the rights when these are listed. The unit rights will

be listed.

Sale of purchased unit rightsIf the sold unit rights have been purchased or in some manner

acquired against payment, the payment represents the acquisi-

tion cost for these. The cost amount for the rights is calculated in

accordance with the average method. The standard method may

be used in calculating the cost amount for listed shares. The unit

rights will be listed. A capital loss may be fully offset against gains

on unlisted shares and listed shares and other listed participating

rights.

Utilisation of warrantsThe exercise of a warrant for subscription for shares does not

give rise to taxation. The cost amount of the share received is the

residual value of the warrant plus the subscription price. If the

warrant has been purchased, the payment made for this may be

added to the subscription price in calculating the cost amount for

the share. Refer to “Taxation on the sale of shares and deben-

tures” for the calculation of the capital gain or capital loss arising

from the sale of received shares.

Sale of warrantsCapital gains or capital loses must be calculated for the sale of

warrants. Gains or losses are calculated as the difference be-

tween the price received for the warrant and the cost amount for

the warrant. The cost amount of the warrant is calculated in ac-

cordance with the residual value method, refer to the heading

Tax considerations in Sweden

“Taxation on the sale of shares and debentures”. If the warrant

has been purchased, the cost amount is the same as the price

paid for the warrant. The standard rule may not be used for war-

rants.

If the warrant is not exercised for share subscription during

the subscription period, referred to as expiration, the option is

worthless. Such capital losses are deductible.

Returns on debenturesThe debentures are issued at a price below the par value. No in-

terest is paid to the holder during the term of the loan. Repay-

ment of the loan is regarded as a sale of the debenture. Individu-

als are taxed for income from capital for the difference between

the cost amount and the amount to be repaid.

Legal entities are taxed for income from business operations.

The difference between the par value and the issue price is a form

of compensation for interest during the term of the loan. Legal

entities must report this compensation in line with the rules for re-

porting in accordance with accepted accounting standards.

Taxation of share dividendsIn the case of individuals and the estates of deceased persons,

the tax rate is 30 per cent. A 30 per cent deduction for tax at

source is granted on payment. The deduction is undertaken by

VPC (Swedish Securities Register Centre), or by the trustee in the

case of trustee-managed shares.

In the case of individuals, except the estates of deceased

persons, the tax rate is 28 per cent. Special rules apply to certain

legal entities. In the case of limited liability companies and co-op-

eratives, with the exception of investment companies, the divi-

dend on business-related holdings is tax-free.

Recent legislation has broadened the potential for tax-free

dividends. Among other points, this legislation entails that hold-

ings of listed shares may be regarded as business-related if the

holding corresponds to at least 10 per cent of the voting rights

and the shares have been held over a continual period of a mini-

mum one year. The provisions in this respect apply to dividends,

which, according to generally accepted accounting practices,

are reported during the fiscal year beginning 1 January 2004 or

later. The new legislation abolishes the special rules for asset-

management companies.

Non-Swedish ownersIndividuals who are not domiciled or regular residents in Sweden

are normally not taxed in Sweden for the sale of Swedish shares,

warrants or Swedish debentures. However, according to a spe-

cial rule, an individual domiciled outside Sweden may neverthe-

less be taxed in Sweden for the sale of Swedish shares and war-

rants in Swedish limited liability companies, if the persons were

domiciled or were regularly resident in Sweden during the calen-

dar year during which sale was completed or at any time during

the past ten years. The application of this rule may be limited

through tax treaties concluded by Sweden with other countries in

order to avoid double taxation.

Foreign legal entities are normally not liable to pay tax for cap-

ital gains on Swedish shares, debentures or warrants, unless the

gain is attributable to a so-called resident business operation in

Sweden.

In the case of shareholders who are not domiciled in Sweden

for tax purposes, Swedish withholding tax is normally levied on all

dividends from Swedish companies. Dividends from Bure are

subject to Swedish withholding tax at a rate of 30 per cent. This

tax rate is, however, generally reduced through double taxation

agreements concluded by Sweden with other countries in order

to avoid double taxation. The deduction for withholding tax is

normally undertaken by VPC or, in the case of trustee-managed

shares, by the trustee.

Wealth taxWealth tax is levied on individuals and the estates of deceased

persons on assets exceeding SEK 1,500,000 (SEK 2,000,000 for

jointly taxed parties). The tax rate is 1.5 per cent.

The debentures issued by Bure will be listed on Stockholms-

börsen. The debentures are reported at the latest listed value at

the end of the fiscal year.

Shares in Bure are listed on the A-list of Stockholmsbörsen.

These shares should be reported at 80 per cent of their listed val-

ue.

The warrants will be listed on Stockholmsbörsen. Warrants

are reported at 80 per cent of their listed value.

Capital transfer taxFor purposes of capital transfer tax, the shares and warrants list-

ed on the A-list of Stockholmsbörsen are valued at 75 per cent of

their listed value.

For capital transfer tax, listed debentures are normally report-

ed at the price that can be expected to be received from a sale

under normal conditions, that is, normally the listed value.

Tax considerations in Sweden

12 | BURE EQUITY AB

BURE EQUITY AB | 13

Condensed statements of income, SEK M 1998 1999 2000 2001 2002

Total net sales 13,885.8 15,444.1 7,553.4 3,996.7 6,044.5

Exit results 429.6 275.7 2,947.9 668.1 361.2

Other income 164.3 219.2 120.6 –118.9 –155.9

Total income 14,479.7 15,939.0 10,621.9 4,545.9 6,249.8

Operating expenses –13,796.0 –15,639.1 –8,109.0 –4,687.7 –7,874.1

of which, depreciation and write-downs –350.3 –522.5 –577.4 –248.0 –954.4

of which items affecting comparison (refer to Note 4 in section entitled “Accounts”) – – –181.5 –464.5 –767.1

Operating result 683.7 299.9 2,512.9 –141.8 –1,624.3

Financial income 222.5 325.9 212.5 77.7 66.0

of which capital gains 126.1 209.5 107.3 – –

Financial expenses –73.9 –178.4 –175.5 –122.7 –457.8

of which capital losses – – – –45.0 –267.0

Result after financial items 832.3 447.4 2,549.9 –186.8 –2,016.1

Minority interest –187.1 –64.3 –328.9 15.6 33.6

Tax –143.8 –159.1 –220.7 –22.0 –24.4

Net result for the year 501.4 224.0 2,000.3 –193.2 –2,006.9

Condensed balance sheets, SEK M 98-12-31 99-12-31 00-12-31 01-12-31 02-12-31

Intangible fixed assets 2,079.8 4,286.1 3,012.1 1,850.2 997.1

Tangible fixed assets 1,343.5 1,147.5 448.9 687.2 535.3

Financial fixed assets 2,290.1 3,014.1 2,423.9 2,491.1 1,757.6

Total fixed assets 5,713.4 8,447.7 5,884.9 5,028.5 3,290.0

Inventories, etc. 1,219.9 323.8 537.3 421.7 127.6

Current receivables 3,032.3 1,814.4 1,515.5 1,613.7 842.0

Cash at bank, inc. current investments 571.6 775.4 1,167.9 727.0 516.6

Total current assets 4,823.8 2,913.6 3,220.7 2,762.4 1,486.2

TOTAL ASSETS 10,537.2 11,361.3 9,105.6 7,790.9 4,776.2

Shareholders’ equity 4,153.3 4,053.9 4,392.8 3,094.8 1,005.3

Minority interest 642.9 264.6 1,106.3 195.7 59.7

Provisions 256.1 331.2 378.0 136.6 132.2

of which interest bearing 62.3 69.0 83.8 30.7 31.7

Long-term liabilities 888.3 2,170.9 1,273.6 2,122.1 860.0

of which, interest bearing 852.5 2,143.7 1,234.1 1,058.4 854.2

Current liabilities 4,596.6 4,540.7 1,954.9 2,241.7 2,719.0

of which, interest bearing 986.7 2,369.2 149.4 1,252.8 1,642.1

Total liabilities 5,484.9 6,711.6 3,228.5 4,363.8 3,579.0

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 10,537.2 11,361.3 9,105.6 7,790.9 4,776.2

Total interest-bearing liabilities 1,901.4 4,581.9 1,467.3 2,341.8 2,528.0

Condensed cash-flow statements, SEK M 1998 1999 2000 2001 2002

Cash flow from current operations before changes in working capital 807.7 605.9 898.8 –413.6 –607.3

Change in working capital –408.0 –220.2 50.9 3.2 970.1

Cash flow from current operations 399.7 385.7 949.7 –410.4 362.8

Cash flow from investment operations –1,000.9 –2,910.8 2,377.0 –545.4 –176.9

Cash flow from financial operations 380.2 2,728.9 –2,934.2 515.0 –396.4

Cash flow for the year –221.0 203.8 392.5 –440.8 –210.5

FINANCIAL OVERVIEW, GROUP

Key figures 1998 1999 2000 2001 2002

Operating margin, % 4.9 1.9 33.3 –3.5 –26.9

Profit margin, % 3.6 1.5 26.5 –4.8 –33.2

Capital employed, SEK 6,698 8,900 6,966 5,632 3,593

Return on capital employed, % 14.8 8.0 34.4 –1.7 –39.6

Return on shareholders’ equity, % 12.4 5.5 47.4 –5.2 –97.9

Equity ratio, multiple 39 36 48 40 21

Net debt ratio, multiple –0.27 –0.87 –0.04 –0.47 –1.83

Interest coverage ratio, multiple 12.3 3.5 15.5 –1.4 –9.6

Percentage of risk-baring capital 47 39 62 43 23

Average number of employees, % 6,320 6,813 4,288 2,597 3,069

Net investments –1,000.9 –2,910.8 2,377.0 –545.4 –176.9

Market cap, SEK M 6,273 6,328 5,619 3,142 1,083

Parent Company results and financial position

Exit results, SEK M 463.9 529.3 2,743.0 590.4 345.1

Result after tax, SEK M 585.4 511.8 1,766.8 73.5 –2,279.1

Balance sheet total, SEK M 5,265 6,361 4,690 4,649 2,602

Shareholders’ equity, SEK M 4,206 4,404 4310 3342 995

Equity ratio, % 80 69 92 72 38

Data per share1) 1998 1999 2000 2001 2002

Number of shares, (000s) 109,100 109,100 109,100 105,800 104,155

Number of outstanding warrants (000s) 0 0 0 0 0

Average number of shares (000s) 109,100 109,100 109,100 107,553 105,147

Earnings per share, SEK 4.60 2.05 18.33 –1.80 –19.09

Cash flow for the year per share (SEK) –2.03 1.87 3.60 –4.10 –2.00

Equity per share (SEK) 38.07 37.16 40.26 29.25 9.65

Net asset value per share (SEK)2) 43.50 65.00 69.00 38.00 9.55

Share price, SEK3) 57.50 58.00 51.50 29.70 10.40

Share price as a percentage of net asset value 132 89 75 78 109

Dividend per share, SEK 2.88 27.50,4) 19.50,4) 1.75 0.00

Yield, % 5.0 47.4 37.9 5.9 –

Total return, % 15.3 5.9 36.2 –4.5 –59.1

Parent Company’s earnings per share, SEK 5.37 4.69 16.19 0.68 –21.68

Parent Company’s equity per share, SEK 38.55 40.37 39.51 31.59 9.55

1) The total number shares amounts to 109,000,000. Of these, 4,8945,500 shares were repurchased, of which 3,945,500 shares were re-

purchased via a so-called synthetic arrangement with a bank. Data per share have been calculated on the total number of shares, less

shares repurchased. The issue relationships are, however, based on 108,100,000 shares, since the 1,000,000 shares owned by Bure

do not provide entitlement to subscription in the securities issues.

2) Rounded off to the nearest SEK 0.50 for 1998–2001. Rounded off to the nearest SEK 0.05 for 2002.

3) Adjusted for bonus issue 1:1 during 1999.

4) Dividend including the distribution of the subsidiaries Capio and Observer.

Financial overview, Group

14 | BURE EQUITY AB

BURE EQUITY AB | 15

Definitions

Exit resultThe capital gain/loss on divestment of a company cal-

culated as the purchase price received minus the

book value and selling expenses.

Operating marginOperating result as a percentage of net sales

Profit marginResult after tax as a percentage of net sales.

Capital employedBalance sheet total less interest-bearing provisions

and liabilities.

Return on capital employedResult after financial items plus financial expenses,

excluding capital losses, as a percentage of average

capital employed.

Return on shareholders’ equityResult after tax as a percentage of average share-

holders’ equity

Equity ratioShareholders’ equity in relation to total assets.

Net debt ratioNet interest-bearing liabilities after deductions for

current investments, liquid assets and other financial

assets in relation to shareholders’ equity plus minority

interest. A negative sign indicates that interest-

bearing liabilities exceed current investments and

liquid assets.

Interest coverage ratioResult after net financial items plus financial expens-

es, exc. capital gains/losses in relation to financial ex-

penses, exc. capital gains/losses.

Percentage of risk-bearing capitalShareholders’ equity, minority interests and deferred

tax in relation to the balance sheet total.

Average number of employeesAverage number of employees during the year. New

employees, part-time employees and overtime are re-

calculated to full-time positions so that the data refer

to the number of equivalent full-time positions.

Net investmentsGroup investments in fixed assets less proceeds re-

ceived from the sale of fixed assets.

Market capitalisationBure’s market capitalisation at year-end.

Number of sharesNumber of shares at the beginning of the year, adjust-

ed to take into consideration issues, splits and buy-

backs.

Average number of sharesWeighted average of outstanding shares during the

year adjusted to take into consideration issues, splits

and buy-backs.

Earnings per shareResult after tax divided by the number of shares out-

standing during the year.

Cash flow per share for the yearCash flow for the year divided by the number of

shares outstanding during the year.

Equity per shareShareholders’ equity divided by the outstanding num-

ber of shares at year-end.

Net asset value per shareNet asset value divided by the outstanding number of

shares at year-end.

Net asset valueNet asset value consists of the Parent Company’s re-

ported shareholders’ equity assets and surplus/deficit

values in assets.

Share priceThe share price at year-end adjusted for share issues

and splits.

Share price as a percentage of net asset valueThe share price at year-end as a percentage of net

asset value at year-end.

Dividend per shareProposed dividend per share adjusted for share issue

and splits.

YieldDividend per share divided by the share price at

year-end.

Total yieldThe sum of share price increases during the year

and the actual dividend divided by the share price at

year-end.

Financial overview, Group

The Annual Report and the consolidated financial statements for

Bure Equity AB were prepared in accordance with the Annual

Accounts Act and the recommendations and statements of the

Swedish Financial Accounting Standards Council.

In summary, it may be noted that Bure’s net sales and result vary

sharply over the years since Bure’s composition continually

changes due to corporate acquisitions and sales. In addition to

the major impact on sales, the Group’s result is considerably

affected by exit results.

2002 compared with 2001GroupNet sales amounted to SEK 6,045M in 2002, compared with SEK

3,997M a year earlier, representing an increase of 51 per cent.

This was due to the fact that at year-end 2001 Bure acquired Carl

Bro, which is included in sales for 2002 in the amount of SEK

2,277M, compared with SEK 156M at year-end 2001. As of 1

November 2002, Carl Bro transferred to being an associated

company of Bure, and thus Carl Bro’s net sales from this date no

longer are included in the Bure Group’s net sales. Current sales of

subsidiaries amounted to SEK 3,866M in 2002. Sales for compa-

nies that were included in both 2001 and 2002 (and thus exclud-

ing Xdin) increased between 2001 and 2002 by almost 4 per

cent, from SEK 3,559M to SEK 3,687M. This resulted from the

acquisition of subsidiaries conducted within the Business Com-

COMMENTS ON THE FINANCIAL TREND

16 | BURE EQUITY AB

Overview of the trend in net sales

SEK M 1999 2000 2001 2002

Cygate 570.9 730.3 963.5 740.0

Simonsen 651.0 762.4 826.2 943.6

Mercuri 433.2 668.5 773.3 715.0

Vittra 84.8 133.5 204.7 282.4

Business Communication Group – – 102.5 341.1

Citat 206.4 303.5 279.5 222.4

PAHR – – 200.4 212.1

Xdin – – – 178.6

Informator 188.5 212.3 165.6 186.3

Retea – – 43.6 44.2

Sub-total, current subsidiaries 2,134.8 2,810.5 3,559.3 3,865.7

Carl Bro consolidated as of 31 Oct 2002 – – 165.5 2,277.0

Observer 1,101.7 1,135.4 310.1 –

Capio 2,267.1 1,704.6 – –

Scribona 8,209.5 – – –

Dimension 769.7 1,474.7 – –

Other sold and deconsolidated companies and acquired companies before the acquisition day and Group elimination 961.3 428.2 –38.2 –98.2

Group total 15,444.1 7,553.4 3,996.7 6,044.5

Result after net financial items

SEK M 1999 2000 2001 2002

Subsidiaries

Cygate –23.0 10.4 6.2 –71.1

Simonsen –13.5 –63.6 –21.6 –113.2

Mercuri 25.4 –22.6 –28.9 –38.6

Vittra 3.9 2.8 –7.5 –6.3

Business

Communication Group – – 2.4 –60.2

Citat 2.0 –20.4 13.4 –28.4

PAHR – – 24.0 20.7

Xdin – – – –14.7

Informator 0.1 8.7 –49.8 –175.1

Retea – – 6.9 6.5

Bure Kapital 1.4 36.3 –40.4 –321.4

Cindra – – 0.0 –107.2

Sub-total –3.7 –48.4 –95.3 –909.0

Carl Bro consolidated as of 31 Oct 2002 – – –17.7 15.9

Observer 95.8 546.4 – –

Capio 36.0 197.1 – –

Dimension 76.0 138.1 – –

Scribona 76.2 – – –

Other sold and deconsolidated companies and acquired companies before the acquisition day and Group eliminations –421.6 –149.2 24.4 1,322.8

Shares in results of associated companies, Note 3 76.9 99.1 –142.3 –166.7

Parent Company’s result after net financial items 511.8 1,766.8 44.1 –2,279.1

Group total 447.4 2,549.9 –186.8 –2,016.1

BURE EQUITY AB | 17

munication Group and Informator. Organic growth was noted in

the education group, Vittra, in pace with the establishment of

new schools, and in Simonsen via certain major customer con-

tracts in the public sector. Otherwise, in comparative units sales

fell primarily as a result of weak economic conditions.

During 2002, consolidated exit results amounted to SEK

361M, compared with SEK 668M a year earlier, or a decline of 46

per cent. The exit result in 2002 arose primarily when investments

in Nycomed (via Nordic Capital) were sold with an exit result of

SEK 313M, and from the exit result on Bure’s holding in Venture

Capital in the amount of SEK 40M.

Total operating costs in 2002 amounted to SEK 7,874M,

compared with SEK 4,688M in the preceding year, or an increase

of 68 per cent. The increase was primarily due to the fact that

part of Carl Bro was included in operating costs for 10 months in

2002 but only for one month in 2001. In addition, the item in-

cludes amortisation of goodwill, write-downs of share values and

other items affecting comparability in 2002 of substantial

amounts. Of the Group’s goodwill amortisation in 2002 of a total

of SEK 822M, SEK 676M pertain to non-recurring write-downs.

Other shares were written down by a total of SEK 680M. The

write-downs were made necessary by the falling values in the op-

erations pursued by Bure. A number of Bure’s holdings were

sharply affected by the decline in economic conditions that lasted

almost three years in IT, Media and Education/Training markets.

In addition to write-downs, the economic recession required ex-

tensive cost adjustments in the company in an effort to adapt op-

erations to lower volumes. These cost adjustments hit hard at re-

sults. In part, the costs were affected by the Company having an

excessively large workforce in relation to lower sales and in part

because of the costs that arise in conducting the actual pro-

grammes. For subsidiaries that were included in both 2002 and

2001, operating costs, excluding items of a non-recurring nature,

rose 8 per cent, from SEK 3,472M in 2001 to SEK 3,759M in

2002. The primary reason was that BCG and Informator ac-

quired certain sub-subsidiaries during the year and that Vittra’s

current operating costs rose by SEK 72M as a result of the com-

panies’ organic growth. As a result of the lower sales, the cost

base was also reduced in a number of the companies. The com-

panies have complied in making cost cutbacks, but there is a lag

in costs vis-à-vis changes in net sales.

Overall, the above changes meant that operating result in

2002 amounted to a loss of SEK 1,642M, compared with a loss

of SEK 142M in 2001. The operating result for the current sub-

sidiaries, excluding non-recurring items and goodwill amortisa-

tion amounted to SEK –72M in 2002, compared with SEK 87M in

2001. The two largest deviations at this result level pertained to

Cygate and Simonsen, which deteriorated by SEK 54M and SEK

32M, respectively.

Financial income for 2002 amounted to SEK 66M, compared

with SEK 78M in 2001, while financial expenses totalled SEK

191M, compared with SEK 78M in 2001. In addition, net financial

items included capital losses in connection with the sale of share

portfolios in the amount of SEK 267M, compared with SEK 45M

in 2001. This was primarily the result of the general trend in stock

prices on the Stockholm Stock Exchange during the year. Other-

wise, the deterioration in net financial items was due to a rise in

the net debt in the group to SEK 1,950M, compared with a net

debt in 2001 of SEK 1,542M.

Overall, the result after tax in 2002 amounted to a loss of SEK

2,007M compared with a loss of SEK 193M in 2001.

Parent Company The Parent Company’s result after tax amounted to SEK

–2,279M, compared with SEK 74M in 2001. This includes exit

results of SEK 345M (590). The result was charged with write-

downs of SEK 2,417M (497). Administrative costs for the year

amounted to SEK 197M (157), of which SEK 86M (69) represent-

ed personnel costs. Costs include a provision of SEK 26M for

staff changes. In addition, SEK 20M was charged to the result for

hedging the staff share option scheme launched in 2001.

At the turn of the year, the Parent Company had a net loan liabili-

ty of SEK –692M (–91). The net loan liability includes interest-bear-

ing receivables of SEK 298M from the portfolio companies. The

equity ratio amounted to 38 per cent (72). On the balance sheet

date, the Parent Company had liquid funds of SEK 274M (323) and

a granted short-term credit limit of SEK 1,200M which was fully

utilised.

During 2002, Bure made investments totalling SEK 273M

(1,276). The investment rate slowed down gradually during 2002.

In addition to investments of SEK 273M, investments of SEK

652M were made in existing portfolio companies through capital

contributions. Of these, SEK 261M was made through cash con-

tributions and SEK 391M through the conversion of existing re-

ceivables into equity.

In Bure’s investment operation, divestments totalling SEK

577M (871) were made during 2002. These divestments generat-

ed an exit result of SEK 345M (590). At the end of the year, Bure

Comments on the financial trend

sold its holding in Nycomed via Nordic Capital in connection with-

in an industrial sale. The exit gain amounted to SEK 313M and

strengthened Bure’s liquidity by more than SEK 400M. In June,

Bure reduced its exposure within venture capital investments by

re-insuring some values. This generated an exit result of SEK

40M. Together, these items represent the majority of the Parent

Company’s exit results during 2002.

2001 compared with 2000GroupDuring 2001, sales totalled SEK 3,997M compared with SEK

7,553M in 2000, or a decline of 47 per cent. This was due to the

fact that the former subsidiary Capio was included in sales over

a period of six months in 2000 and that the former subsidiary

Observer was included in Bure’s sales throughout 2000 but only

for 3 months in 2001. Both subsidiaries were distributed to the

shareholders – Capio in 2000 and Observer in 2001. For compa-

nies that were consolidated in the Group 2000 and 2001 (there-

fore excluding Xdin, PAHR, Retea and BCG), sales in 2001

amounted to SEK 3,213M, compared with SEK 2,811M in 2000,

which is an increase of 14 per cent or some SEK 400M. This was

primarily due to an increase in demand for Cygate’s products and

services, notably in the Finnish market. During the year, Vittra’s

sales rose in independent school operations by SEK 71M as a re-

sult of organic growth.

The exit result in 2001 of SEK 668M, compared with SEK

2,948M in 2000, arose primarily when the former subsidiary

Dimension was listed on the stock exchange, which provided an

exit result of SEK 394M. In connection with the sale of part of

what was then Observer, an exit result of SEK 173M was at-

tained.

During 2001, total operating costs were SEK 4,688M, com-

pared with SEK 8,109M in 2000, which corresponds to a de-

crease of 42 per cent. This was mainly due to the sale and distri-

bution of subsidiaries, which is referred to above under com-

ments on the trend in net sales. However, costs in 2001 were af-

fected by write-downs and items affecting comparability, al-

though not to the same extent as in 2002. The economic trend at

the time for companies in which Bure was active was regarded as

having reached a trough. In view of this appraisal, the magnitude

of the of the write-downs conducted in 2001 was assessed as

being sufficient. For companies that were consolidated in the

group in both 2001 and 2000, operating costs, excluding non-re-

curring items and goodwill amortisation in 2001, in 2001 amount-

ed to SEK 3,184M compared with SEK 2,819M in 2000, an in-

crease of 13 per cent or SEK 385M. The cost increase was thus

largely connected with the increase in net sales, which was

slightly more than SEK 400M. Informator did not succeed in 2001

in meeting the sharp decline in demand, when net sales fell by al-

most SEK 50M while costs declined only marginally. The compa-

ny’s sensitivity to the general economic climate is viewed as be-

ing higher than in any other company due to the fact that training

is one of the first activities that companies reduce in poor eco-

nomic conditions.

During 2001, the operating loss was SEK 142M, compared

with an operating profit of SEK 2,513M in 2000. The result was

due to changes in operations and, as noted above, the prevailing

slump. The exit result in the Parent Company offset the current

losses. For companies that were consolidated in the group in

both 2000 and 2001, the operating profit, excluding items of a

non-recurring nature and goodwill amortisation, in 2001 was SEK

28M, compared with a loss of SEK 9M in 2000.

During 2001, financial income totalled SEK 78M, compared

with SEK 105M in 2000, with financial expenses amounting to

SEK 78M compared with SEK 175M in 2000. In addition, net fi-

nancial items included a capital loss from the sale of listed shares

in an amount of SEK 45M, compared with SEK 107M in 2000.

The decrease in financial expenses by almost SEK 100M was

thus offset by losses on listed shares. Moreover, financial income

fell steadily since Bure's holdings in companies that provided div-

idends has been sold, primarily in 2000.

Overall, the result after tax in 2001 amounted to SEK –193M,

compared with SEK 2,000M in 2000.

Parent Company The Parent Company’s result after tax amounted to SEK 74M,

compared with SEK 1,767M in 2000. The reason for this decline

in the result was primarily the fact that Bure entered an invest-

ment phase following extensive sales of holdings in 2000. Exit

gains amounted to SEK 590M (2,677) and write-downs were

charged to the result in the amount of SEK 497 M (–848).

At year-end 2001, the Parent Company had a net loan debt of

SEK 91M (–1,149). The increase in the net loan debt was primari-

ly attributable to the external investments conducted during

2001. The equity ratio was 72 per cent (92).

In 2001, Bure conducted investments totalling SEK 1,276M

(893). During the year, four new portfolio companies were es-

tablished. The acquisition pace remained high in 2001 com-

pared with the average for the two preceding years. Of total in-

vestments of SEK 1,276M, SEK 617M pertained to four new

portfolio companies: Carl Bro, Svenska PA group, Xdin and

Business Communication Group. In the venture capital fund,

18 | BURE EQUITY AB

Comments on the financial trend

Nordic Capital, Bure invested a further SEK 128M in Mölnlycke

Health Care. Bure’s shareholding subsequently amounted to

16.7 per cent.

During 2001, sales in Bure’s investment operations amounted

to SEK 871M (3,850). The divestments provided exit result of

SEK 590M compared with SEK 2,677M in 2000. At the begin-

ning of the year, part of Bure’s holdings in Dimension were sold in

connection with the listing of the company. The exit result

amounted to SEK 379M. Ahead of the distribution of Observer in

April, some three million shares in Observer were divested in

March, providing an exit result of SEK 186M. Combined, these

items accounted for the majority of the Parent Company’s exit

result in 2001.

2000 compared with 1999GroupDuring 2000, sales amounted to SEK 7,553M compared with

SEK 15,444M in 1999, or a decline of 51 per cent. The decrease

was due mainly to the fact that Bure’s holding in Scribona

switched from being a subsidiary to an associated company. For

the subsidiaries that were consolidated in the group in both 2000

and 1999, sales amounted to SEK 2,811M in 2000, compared

with SEK 2,135M in 1999, an increase of 32 per cent or SEK

75M. This was largely due to the acquisition of subsidiaries in

Mercuri, whose sales rose by SEK 235M during the year. Cygate

and Simonsen raised sales by SEK 159M and SEK 111M, re-

spectively.

In 2000, the exit result totalled SEK 2,948M compared with

SEK 276M in 1999. The major items included in this result were

Bure’s sale of Guide to Framfab and the subsequent sale of

Framfab shares in an amount of SEK 1,121M, the sale of part of

Observer in an amount of SEK 475M, Observer’s sale of its own

subsidiaries in an amount of SEK 384M, Bure’s sale of its holding

in Nobel Biocare in a amount of SEK 373M, Bure’s sale of its

holding in Gunnebo in the amount of SEK 296M and the sale of

Altitun in the amount of SEK 222M.

During 2000, total operating costs amounted to SEK 8,109M

compared with SEK 15,639M in 1999. He sharp decline was due

mainly to Bure’s holding in Scribona being moved from being a

subsidiary to an associated company. For companies that were

consolidated in the Group in both 2000 and 1999, operating

costs amounted to, excluding non-recurring items and goodwill

amortisation, in 2000 amounted to SEK 2,819M, compared with

SEK 2,092M in 1999, which was an increase of 35 per cent.

Costs thus increased at a slightly higher pace than income. This

applied to Simonsen, Mercuri and Citat.

In 2000 the operating result amounted to SEK 2,513M com-

pared with SEK 300M in 1999. The improvement in result was

attributable entirely to major sell-offs, which are reported above

under exit result. For companies that were consolidated in the

group in 2000 and 1999, the operating result, excluding non-re-

curring items and goodwill amortisation, in 2000 was SEK 28M,

compared with SEK 43M in 1999.

In 2000, financial income was SEK 105M compared with SEK

115M in 1999 and financial expenses totalled SEK 175M, com-

pared with SEK 178M in 1999, and thus did not deviate signifi-

cantly from 2000. In addition, gains were made during the year

through the divestment of listed shares in an amount of SEK

107M compared with SEK 210M in 1999.

In 2000, the result after tax was SEK 2,000M compared with

SEK 224 in 1999. The improvement is primarily attributable to the

exit result that arose during the year, see above.

Parent CompanyThe Parent Company’s result after financial items amounted to

SEK 1,767M compared with SEK 512M in 1999. The improve-

ment in result was due to the extensive exit gains made during

2000. Write-downs were charged to the result in the amount of

SEK 718M.

At year-end, the Parent Company had a net loan receivable of

SEK 1,149 (–452) and an equity ratio of 92 per cent (69). In 2000,

Bure conducted investments and supplementary investments in

25 portfolio companies for a total of SEK 893M (1,136). The most

significant investments in 2000 was the participation in Observer’s

new share issue and as part of Observer’s acquisition of the

Romeike Group Bure participated in a total amount of SEK 415M.

In Bure’s investment activities in 2001, divestments totalling

SEK 3,850M were conducted. The divestments provided an exit

result of SEK 2,677M (360). At the beginning of the year, Bure’s

holding in the IT consultancy Guide was sold to Framfab. As pay-

ment, Bure received shares in Framfab, which were mainly di-

vested during spring 2000. Overall, the sale of Guide/ Framfab

holding provided exit gains of SEK 1,110M. The sale of the Bure

holding in Gunnebo provided exit results of SEK 455M and the

sale of Nobel Biocare in September provided SEK 373M in exit

results. Other significant exit results arose during the year in con-

nection with the decrease in the holding in Observer in the

amount of SEK 459M and from the sale of Altitun/ADC in the

amount of SEK 223M, which was conducted within the frame-

work of Bure’s involvement in Innovationkapital.

BURE EQUITY AB | 19

Comments on the financial trend

Sensitivity analysisBure’s result is affected by a number of factors. The reported ef-

fects should be regarded only as an indication and do not include

any effects of offsetting measures that could be implemented in

the event of certain occurrences.

Bure’s sensitivity to financial factors may be split into sensitivi-

ty to changes in interest rates and changes in exchange rates. In

the event of a change in interest rates in the form of a 1 per cent

increase, Bure’s result, after the completion of the issues, would

be expected to decrease by about SEK 20M. Sensitivity to

changes in exchange rates is viewed as being limited since the

majority portions of net sales and net assets derive from Sweden.

Of the current Group’s net sales, more than two-thirds of sales

are in SEK. This is followed by sales in EUR, which account for

about 25 per cent. Other currencies are thus less than 10 per

cent. A change in exchange rates to the effect that the EUR falls

by 5 per cent in relation to SEK, would – given the result reported

by the subsidiaries for 2002 – have adversely affected Bure’s re-

sult by SEK 2M.

In analysing Bure’s sensitivity, the various circumstances sur-

rounding the component portfolios should be taken into consid-

eration, since the character of the portfolio companies varies sig-

nificantly among the companies in terms of market and business

model. The presentation below shows a sensitivity analysis of the

effect on the result in the event of a 5 per cent change in sales

and personnel costs. The effect on the result is based on the as-

sumption that the change in sales occurs on the basis of each

company’s average income mix. In calculating the effects on the

result due to changes in sales, the resulting effects on variable

costs have been taken into account.

LiquidityAt year-end 2002, Group liquid assets, including current invest-

ments, amounted to SEK 517M, compared with SEK 727M at

year-end 2001. The decrease is primarily due to the fact that in-

vestments were conducted in net form (investments less exits) in

the amount of SEK 177M, while cash dividends amounted to

SEK 189M and loans were amortised in the amount of SEK

206M. In addition, there was a positive cash flow from current

operations amounting to SEK 363M; however, this included the

sale of listed portfolios in the amount of about SEK 240M.

The Group’s liquid assets at year-end 2001 amounted to SEK

727M, At year-end 2000, Group liquid assets totalled SEK

1,168M. The decrease between 2000 and 2001 is primarily at-

tributable to the fact that investments were in net form (invest-

ments minus exits), totalling SEK –545M, with negative cash flow

from current operations amounting to SEK –413M. These out-

flows prompted higher borrowing.

The current issues of a maximum of SEK 750.2M will

strengthen the Company’s liquidity. The Parent Company’s long-

term credits will be SEK 1,200M. During the period extending

from the announcement on 7 April 2003 of the Board’s decision

to conduct an issue to the date on which the issue proceeds are

available to the Company, Bure’s creditors have granted a tem-

porary increase in short-term credit in an extra maximum amount

of SEK 300M. Part of the issue proceeds in the Offering will thus

be used to amortise SEK 300M in credits, or the lower amount

that may be used from this credit facility.

Agreements have been concluded with Handelsbanken,

Nordea and Danske Bank covering a long-term credit facility of

SEK 1,200M, which will extend through 31 December 2006. On

the publication date of this prospectus, the credit facility of SEK

1,200M had been utilised in its entirety. During the term of the

loan, amortisation will be conducted in an amount correspon-

ding to 75 per cent of the funds received as payment in connec-

tion with exits. As an alternative to amortisation, Bure may elect

to make allocations of up to 75 per cent of the received payments

to a pledged account in order – pending the consent of the

Banks – to be able to use the particular funds for future invest-

ments. In credit agreement, the aforementioned banks – both as

a consortium and individually, – have refrained from the right to

terminate the credits on the basis of reference to facts known at

the time of their signing. This pledge covers Bure's credits as well

as credits in group companies. As in the case of current credit

agreements, the Bank agreement is based on Bure’s pledging of

shares in subsidiaries and associated companies. The bank

agreement includes no qualifying covenants. The credit is subject

to customary commercial interest terms and conditions.

20 | BURE EQUITY AB

Comments on the financial trend

Effect on result for ±5% Effect on result for ±5% Company in sales (SEK M) in personnel costs (SEK M)

Simonsen +/–21 –/+12

Cygate +/–15 –/+11

Mercuri +/–29 –/+23

BCG +/–10 –/+9

Vittra +/–11 –/+8

Citat +/–8 –/+7

PAHR +/–8 –/+5

Xdin +/–7 –/+7

ITG +/–3 –/+2

Carl Bro +/–94 –/+82

Systeam +/–29 –/+23

The table above should be viewed as an indication and does not take into account

any offsetting measures that could be expected from active management.

1) In this context capital base refers to shareholders’ equity.

BURE EQUITY AB | 21

The agreement with Bure’s creditors and the mainly guaran-

teed securities issues secure Bure’s short-term financing and

permit long-term financing by providing the capital Bure requires

to complete the development of its existing portfolio companies.

It is planned to use the issue proceeds initially to repay the short-

term bridging credit in an a maximum amount of SEK 300M from

the Banks and to finance current operations, including supple-

mentary purchase prices and future acquisitions by Bure and its

subsidiaries and associated companies, as well as making the

necessary capital injections into such companies. As regards

share dividends from Bure – as a result of the reduction in share

capital – dividends may only be paid out after court approval. This

applies over the next there years, provided that the share capital

again increases in an amount that at least equals the reduction

amount.

The Board believes that the issues and the credit terms offer

Bure the financial scope to undertake a new business focus un-

der ordered conditions. Bure will secure and highlight the values

in the portfolio through disposals and by focusing on profit-en-

hancing and value-creating measures in the portfolio companies.

In addition, the Parent Company will reduce the Group’s asset-

management costs. The sale of non-strategic assets may now

be undertaken without any time pressure. This creates the condi-

tions that ensure that Bure will be able to develop and realise as-

sets in a manner that protects and creates shareholder value.

Financing and financial positionFrom 1999 to the current date, Bure’s capital base1) has

changed considerably. At 31 December 1999, both the Parent

Company and the Group had shareholders’ equity amounting to

slightly more than SEK 4,400M. In addition, there were surplus

values in both listed and unlisted companies, primarily in Observ-

er, which had a market value that exceeded book value by SEK

1,600M.

During 2000, 2001 and 2002 Bure paid extensive dividends

to Bure’s shareholders. In addition to these cash dividends to

shareholders, during the same period a total of SEK 845M was

distributed in the form of the distribution of former subsidiaries:

Capio (SEK 1,533M) and Observer (SEK 615M) to shareholders.

Thus, dividends amounted to SEK 2,993M, expressed in terms

Comments on the financial trend

Intra-Group receivables and liabilities, 31 March 2003

Receivables due from Liabilities to Net receivable/subsidiaries, SEK M Short-term Long-term Total subsidiaries, SEK M Short-term Long-term Total liability

Informator Training Group 7 7 Informator Training Group 3 76 79 –72

Cindra AB Cindra AB 2 2 –2

Business Communication Group 34 7 41 Business Communication Group 41

PAHR 20 20 PAHR 20

Mercuri 67 67 Mercuri 67

Bure Kapital 24 24 Bure Kapital 4 4 20

Cygate 72 72 Cygate 72

Citat 43 43 Citat 43

Vittra 4 4 Vittra 17 17 –13

Other 0 Other 0 0

TOTAL 271 7 278 26 76 102 176

Receivables due from Liabilities to Net receivable/subsidiaries, SEK M Short-term Long-term Total subsidiaries, SEK M Short-term Long-term Total liability

Customer Group 3 3 3

CRT 5 5 5

TOTAL 8 8 8

1) For a description of undertakings in the portfolio companies, refer to the particular portfolio company.

of book value – and much more if one takes into consideration

the market value of Capio and Observer.

These payments, combined with the value decreases in the

portfolio during the period 2001–2002 resulted in Bure’s capital

base declining from booked shareholders’ equity of SEK 4,400M

in 1999 to just about SEK 1,000M in the Parent Company at

year-and 2002.

At year-end 2002, shareholders’ equity in the Group amount-

ed to SEK 1,005M, compared with SEK 3,095M at year-end

2001. At year-end 2000, shareholder’s equity totalled SEK

4,393M. The equity ratio at year-end 2002 was 21 per cent,

compared with 40 per cent for 2001 and 48 per cent for 2000.

At year-end 2002, the Group had a net loan debt of SEK

–1,950M, which consisted of interest-bearing assets of SEK

578M and interest-bearing liabilities of SEK –2,528M. At year-end

2001, the net loan debt totalled SEK –1,542M, which consisted

of interest-bearing assets of SEK 799M and interest-bearing lia-

bilities of SEK –2,341M. At the end of 2000, the net loan debt to-

talled SEK 239M, which consisted of interest-bearing assets of

SEK 1,228M and interest-bearing liabilities of SEK –1,467M.

Liabilities, pledged assets and contingent liabilities Of the Parent Company’s interest-bearing liabilities at 31 March

2003, amounting to SEK 1,346M, SEK 1,243M consisted of lia-

bilities for which security had been provided and the remainder

was SEK 103M in unsecured interest-bearing liabilities.

At year-end 2003, pledged assets in the Parent Company

amounted to SEK 631.3M and contingent liabilities were SEK

535.4M. At 31 March 2003 no new significant pledges were con-

ducted compared with the situation at year-end, nor were there

any new contingent liabilities. Since certain pledged assets were

written down, it is estimated that the revised amount for pledged

assets has decreased by about SEK 58M. The reported value of

pledged assets increased from year-end by SEK 64M as a result

of the fulfilment of previous agreed asset pledges, capital contri-

butions and supplementary purchase payments. Part payment

was made of a debt in Cindra, which means that the Parent

Company’s guarantee commitments decreased by SEK 52M.

The Parent Company’s contingent liabilities consist of sureties

and guarantee commitments on behalf of subsidiaries in the

amount of SEK 188M, and that Bure acts as guarantor for finan-

cial leasing agreements in Sinonsen and Vittra, in which the resid-

ual value amounts to SEK 291M. These commitments are offset

by the value of property in both cases.

In addition to the reported contingent liabilities, the Parent

Company has also provided support letters for certain sub-

sidiaries’ transactions, primarily with banks.

GroupOf the Group’s interest-bearing liabilities at 31 December 2002,

amounting to SEK 2,528M, SEK 2,327M consisted of liabilities

for which security was provided and the remaining SEK 201M

pertains to unsecured liabilities.

At year-end 2002, the Group’s pledged assets totalled SEK

1,692.0M and contingent liabilities SEK 50.2M. At 31 March

2003, no significant new pledging of assets had taken place

compared with year-end, nor were there any new contingent lia-

bilities. Since certain pledge assets were written down, it is esti-

mated that the reported amount for assets pledged has de-

creased by about SEK 111M. In addition, the reported value of

pledged shares has increased from year-end by SEK 63M.

Acquisitions/Investments1)

During 2002, the Parent Company undertook investments to-

talling SEK 273M. The investments pertained to the acquisition of

Teleca, which occurred via a subsidiary, in which Bure’s initial in-

vestment totalled SEK 75M and the acquisition of an additional

18 per cent in Systeam for SEK 65M plus supplementary pur-

chase prices. In addition, investments were conducted within the

framework of Bure’s investment undertaking in a venture capital

22 | BURE EQUITY AB

Comments on the financial trend

BURE EQUITY AB | 23

fund via Nordic Capital and smaller investments in some of the

portfolio companies. The investment pace declined steadily dur-

ing 2002. In addition to investments of SEK 273M, investments

were also made in existing portfolio companies in the amount of

SEK 652M through capital contributions, of which SEK 261M

was conducted through a cash injection and SEK 391M through

the conversion of existing receivables.

During 2001, the Parent Company conducted investments to-

talling SEK 1,276M. Of these, SEK 617M pertained to the estab-

lishment of four new hub companies: Carl Bro, Svenska PA group,

Xdin and Business Communication Group. In addition, SEK 128M

was invested on behalf of Bure in Mölnlycke Health Care via the

venture capital company, Nordic Capital. The acquisition pace

was higher in 2001 compared with the average for prior years.

This was because Bure consciously raised the investment pace in

connection with a decline in competition for investment objects, at

the same time as valuation levels were considered more attractive.

During 2000, the parent Company carried out investments

and supplementary investments in 25 portfolio companies for a

total of SEK 893M. The most important investment in 2000 was

participation in Observer’s share issue as part of Observer’s ac-

quisition of Romeike Group. Bure participated with a total of SEK

415M. Otherwise, the acquisition pace was slightly lower than

the average in prior years. The lower level of activity was due to

the conscious reduction by Bure of its investment pace in con-

junction with stiff competition for investment objects, at the same

time as valuation levels in several cases were regarded as exces-

sively high or were difficult to assess in an uncertain market.

During spring 2003, payment was made of some SEK 108M

pertaining to the acquisition of shares in Teleca. The acquisition,

which was originally agreed in 2001, occurred via a wholly owned

holding company. In January 2004, the remaining approximately

SEK 122M was paid to the seller. Since the amount covers pay-

ment of previously acquired shares, these are reported as liabili-

ties in the closing accounts for 2002.

During the spring, Bure provided Vittra with SEK 25M for

property investments in connection with Vittra’s expansion. Dur-

ing 2003, the subsidiary Simonsen was provided with an injection

of SEK 28M, primarily to finance investments in equipment for

operations.

The seller of Sycon (Sydkraft) is entitled to sell shares, corre-

sponding to 12 per cent in Carl Bro to Bure during 2005 for a pur-

chase price corresponding to the market value, with, however, a

lower limit of SEK 72M and a ceiling of SEK 98M (at an exchange

rate of DKK 1.00 = SEK 1.25). In addition, a number of senior ex-

ecutives at Carl Bro are entitled to continually sell about 3.5 per

cent of the shares in Carl Bro to Bure at the market price, which is

currently about SEK 18M, based on the estimated value of Carl

Bro , which is also the book value as reported by Bure1).

The 15 per cent minority shareholder in Vittra is entitled, as of

July 2004, to sell the share in Vittra for SEK 30M. Moreover, there

is an agreement covering a shareholder contribution of SEK 4.8M

to Systeam, which is 48 per cent owned by Bure.

In addition, as a result of its participation in funds in Innkap,

Nordic Capital and CR&T Ventures, Bure has outstanding invest-

ment undertakings, excluding management fees, as of 31 March

2003 in the amount of SEK 215M, of which SEK 75M pertains to

Innkap III via the subsidiary Bure Kapital. In May 2003, an addi-

tional 50 per cent of the remaining holding in Innkap III was di-

vested (refer to the section on Innovationskapital).

Agreements concluded by the Group may entail the payment

of supplementary acquisition prices and the acquisition of addi-

tional shares. It is expected that Bure in certain cases may con-

tribute capital to subsidiaries and associated companies for the

financing of these companies’ own supplementary acquisitions,

supplementary acquisition prices, investments, working capital

or capitalisation requirements. Such contributions of capital may

be conducted via loans or shareholders’ equity. The major contri-

butions are expected to be made to Mercuri International, Simon-

sen and Vittra.

Comments on the financial trend

1) Bure’s undertaking is reduced to the extent these executives exercise their rights to sell shares in Carl Bro to Carl Bro (See Bure’s portfolio companies – Carl Bro)

1) For a description of undertakings in the portfolio companies, refer to the particular portfolio company.

The Parent Company’s payments of purchase prices and

supplementary purchase prices are attributable to existing agree-

ments and are estimated to amount to SEK 42M for the remain-

der of 2003, SEK 188M in 2004, and SEK 122M in 2005.

The portfolio companies’ payments, which may affect the

Parent Company, and which primarily consist of purchase prices

and supplementary purchase prices are attributable to existing

agreements and are estimated to amount to SEK 110M for the

remainder of 2003, SEK 39M in 2004 and SEK 42M in 20051).

In addition, approved and estimated contributions to portfolio

companies amount to SEK 135M for the remainder of 2003 and

to SEK 20M in 2004.

Thus for the Parent Company and portfolio companies addi-

tional investments, supplementary acquisition prices and capital

contributions are expected to total SEK 288M for the remainder

of 2003, SEK 247M in 2004, and SEK 164M in 2005.

During the term for Bure’s extended short-term financing, that

is, 6 April 2003 until the issue proceeds are received, it is estimat-

ed that SEK 143M of the above payments will have been made,

and will subsequently be part of the amortisation of SEK 300M,

as shown in the section on liquidity above.

Divestments and exitsIn Bure’s investment operations, divestments totalling SEK 577M

were made during 2002. At the end of the year, Bure sold its

holding in Nycomed via Nordic Capital in connection within an in-

dustrial sale. This strengthened Bure’s cash holdings by SEK

400M. During the year Bure reduced its exposure within venture

capital investments by re-insuring some values.

In 2001, divestments were conducted in the Company’s invest-

ments operations amounting to SEK 871M. During the year, Bure

sold parts of its holding in Dimension in connection with the listing

of the company. In addition, the almost three million shares in Ob-

server were divested ahead o the distribution of the company.

In 2000, divestments in Bure’s investment operations totalled

SEK 3,850M. At the beginning of the year, Bure’s holding in the IT

constancy Guide was sold to Framfab. By way of payment, Bure

received shares in Framfab, which were mainly divested during

2000. In addition, Bure sold its holding in Gunnebo and Nobel

Biocare. Other major divestments in 2000 included the decrease

in the holding in Observer, and the sell off of Altitun/ADC, which

occurred within the framework of Bure’s involvement in Innova-

tionkapital.

The Board believes that the issues and the credit terms offer

Bure the financial scope to undertake a new business focus un-

der ordered conditions. Bure will secure and reveal the values in

the portfolio through divestments and by focusing on profitability

improving and value-creating measures in the portfolio compa-

nies. The sale of indirect investments can now be undertaken

without any time pressure.

Tax situationBure’s tax claim was finally settled in fiscal 2002. In a preliminary

announcement, the Supreme Administrative Court confirmed the

Tax Board’s previous decision to permit Bure to conduct liquidity

management in the Parent company without this affecting Bure’s

status as an investment company. This ruling resulted in the tax

authorities in October finally terminating the remaining tax cases

about Bure’s investment company status for the 1998 and 1999

fiscal years.

Bure’s status as an investment company means, among

other things, that the exit result is exempted from tax and that

24 | BURE EQUITY AB

Comments on the financial trend

May –December Of which to be paid through 30 June before Total after SEK M 2003 issue proceeds have been received 2004 2005 Total 30/6, 2003

Total Parent Company legal undertakings 42 22 188 122 352 330

Subsidiaries’ legal undertakings that may be financed by the Parent Company 110 31 39 42 191 160

Known operational contributions to subsidiaries by Parent Company 135 90 20 0 155 65

Total 288 143 247 164

BURE EQUITY AB | 25

deductions are received for cash payments made. As of the 2003

tax year, it will be possible for investment companies to defer tax

deficits for utilisation in the future.

The Bure Group reports a total tax receivable of SEK 43M,

which is almost entirely attributable to loss carry-forwards in sub-

sidiaries, and which are expected to be used against future sur-

pluses. In addition, there are loss carry-forwards and temporary

differences between booked value and values for tax purposes,

totalling SEK 828M, and in which deferred tax receivables have

not been take into consideration. Additional future tax relief to-

talling SEK 232M can be expected if the loss carry-forwards can

be utilised. What are referred to as Group contribution barriers

mean that that it is unlikely that the full amount can be utilised in

the foreseeable future. The minority share in taxes amounts to

SEK 4M.

Dividend policyAs a result of the reduction in share capital as approved by the

Annual General Meeting on 21 May 2003, Bure may not pay a

dividend without court approval. This applies over the next there

years, as long as the share capital does not increase in an

amount that at least equals the reduction amount.

Debt targetsDebt is to be kept low and adapted to suit the risks that the Par-

ent Company and Group are exposed to at any given time. The

long-term objective is that the Parent Company should be debt

free.

Cash and short-term surplus liquidityCash will be invested in Swedish fixed-income instruments of the

highest liquidity and premium creditworthiness.

In cases in which excess liquidity is available over an extend-

ed period in Bure, it will be invested in interest-bearing invest-

ments with good creditworthiness.

Currency riskCurrency risk arising from investments denominated in foreign

currencies are not currently hedged but instead are covered by

investment decisions.

Interest-rate riskInterest-rate risk is defined as the risk that Bure’s net financial

items are affected by changes in market interest rates. Bure will

to the greatest possible extent match fixed interest periods for

the liability and asset side in interest-bearing exposures in an -

effort to net away this interest rate. Bure’s interest rate portfolio,

irrespective of the net position, will in normal cases have an aver-

age fixed interest period of about three months. For net loan lia-

bilities, deviations are permitted from this target by –3/+9 months

and in the case of net investments, a deviation of +/–3 months is

permitted.

Comments on the financial trend

To illustrate the effects of how the current issues and the reduction in share capital in Bure, pro forma accounts were prepared. The pro

forma statement of income was prepared as if the issues and reduction of share capital had occurred at 1 January 2003. The pro for-

ma balance sheet was prepared as if the issues and reduction of share capital had occurred at 31 March 2003. The interest effect on

the issue proceeds is only taken into account in the statement of income and accordingly, not in the pro forma balance sheet.

Pro forma statement of income

Jan-March Adjust- Pro forma Jan-SEK M 2003 ment March 2003

Total net sales 986.5 986.5

Exit results 0.0 0.0

Other income 1.2 1.2

Total income 987.7 987.7

Operating expenses –1,173.2 –1,173.2

of which, depreciation and write-downs –46.2 –46.2

of which items affecting comparison –115.7 –115.7

Operating result –185.5 –185.5

Financial income 7.5 5.3 12.8

of which capital gains 3.0 3.0

Financial expenses –47.5 –12.1 –59.6

Result after financial items –225.5 –6.8 –232.3

Minority interest 1.7 1.7

Tax –10.9 –10.9

Net result for the period –234.7 –6.8 –241.5

Pro forma balance sheet

31 March Adjust- Pro formaSEK M 2003 ment 31 March 2003

Intangible fixed assets 981.4 981.4

Tangible fixed assets 569.1 569.1

Financial fixed assets 1,647.0 1,647.0

Total fixed assets 3,197.5 3,197.5

Inventories, etc. 137.9 137.9

Current receivables 889.6 889.6

Cash at bank, inc. current investments 233.5 713.2 946.7

Total current assets 1,261.0 713.2 1,974.2

TOTAL ASSETS 4,458.5 713.2 5,171.7

Share capital 1,091.0 –847.1 243.9

Other shareholders’ equity –326.3 1,060.1 733.8

Total shareholders’ equity 764.7 213.0 977.7

Minority interest 52.7 52.7

Provisions 118.2 118.2

Long-term liabilities 859.3 500.2 1,359.5

of which, interest bearing(provisions, long-term liabilities) 885.0 500.2 1,385.2

Current liabilities 2,663.6 2,663.6

of which, interest bearing 1,612.2 1,612.2

Total liabilities 3,522.9 500.2 4,023.1

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 4,458.5 713.2 5,171.7

26 | BURE EQUITY AB

PRO FORMAACCOUNTING

BURE EQUITY AB | 27

Key figures

Pro formaQ1, 20031) Q1, 20031)

Operating margin, % –18.8% –18.8%

Profit margin, % –23.8% –24.5%

Capital employed, SEK 3,315 4,028

Return on capital employed, %2) –5.4% –4.3%

Return on shareholders’ equity, %2) –30.7% –24.7%

Equity 17.2% 18.9%

Net debt ratio, multiple 2.7 2.0

Interest coverage ratio, multiple –3.7 –2.9

Percentage of risk-baring capital 18.1% 19.7%

1) Note that calculations are based solely on the results for the quarter.

2) Based on closing balance.

Data per share

Pro formaQ1, 20031) Q1, 20031)

Number of shares, (000s)2) 162,369 320,355

Number of outstanding warrants (000s) 0 972,900

Average number of shares (000s) 162,369 320,355

Average number of warrants (000s) 0 972,900

Earnings per share, before dilution, SEK –1.45 –0.75

Earnings per share, after dilution, SEK –1.45 –0.30

Equity per share, before dilution, SEK 4.71 3.05

Equity per share, after dilution, SEK 4.71 1.21

Share price, SEK3) 1.03 1.03

1) Adjusted taking into account brokerage commission in the pending issues. Note

that calculations are based solely on the results for the quarter.

2) Based on the number of shares at 31 March 2003, 104.2 million, according to the

Company’s interim report January-March 2003.

3) Theoretical share price after detaching unit rights assuming that the debenture

loan and warrants issue prices corresponds to their market value.

Conditions for pro forma accountsThe pro forma accounts are prepared in accordance with the

accounting principles presented in the section “Accounts”. The

pro forma accounts are based on the audited interim report for

the period January–March 2003 and, accordingly, the reported

key figures and date per share are based on the results for the

quarter.

Pro forma statement of incomeBased on issue proceeds after deduction for issue expenses (in-

cluding guarantee costs) of SEK 713.2M assuming full subscrip-

tion of the issues and an interest rate of 3.0 per cent, the financial

income reported in the pro forma statement of income increased

by SEK 5.3M. The debenture loan will successively increase to

nominal value during the term. The increase is booked as interest

expense and corresponds to SEK 12.3M for the first quarter, cor-

responding to an annual yield of about 10 per cent.

Since Bure has loss deductions from prior years and generat-

ed a substantial loss in 2002, no tax effects are assumed to have

arisen as a result of the adjustments made.

Pro forma balance sheetThe reduction in par value of the share resolved by the General

Meeting of Shareholders from SEK 10 to SEK 0.75 results in a re-

duction in share capital of SEK 1009.2M. The amount is trans-

ferred to the Company’s other shareholders’ equity. Accordingly,

in the pro forma balance sheet, share capital was reduced by

SEK 1009.2M and other shareholders’ equity increased by a

corresponding amount.

The proceeds from the Share Issue of SEK 162.1M have

been posted to share capital. The proceeds for the Debenture Is-

sue amounts at full subscription to SEK 588.1 M. SEK 87.9M of

this amounts pertains to the detachable warrants and has there-

fore been posted to other shareholders’ equity. The remaining

SEK 500.2M. pertains to liquidity for the debt instrument and has

therefore been posted to long-term interest-bearing liabilities.

The issue costs (including the guarantee expenses)of about SEK

37 M has reduced other shareholders’ equity.

It has been assumed in the pro forma balance sheet that the

issue liquidity of SEK 713.2M, after deduction of issue costs (in-

cluding the guarantee expenses), increase cash and bank bal-

ances including current investments. However, in practice, cash

and bank balances including current investments will not in-

crease by the full amount of the issue liquidity, after deduction of

issue costs (including the guarantee expenses). This is due to the

fact that the part of short-term credit financing amounting to a

maximum of SEK 300M, which was utilised in the second quarter

of 2003 until the issue proceeds were received, will be amortised

in its entirety immediately when the issue proceeds are received.

Since this short-term credit financing did not exist or was known

in a final amount at 31 March 2003 it is not included in the liabili-

ties shown in the pro forma balance sheet.

Adjustment of historical key figures Based on the assumed price of SEK 1.60 and assuming that the

debenture loan and warrant issue prices corresponds to their

market value, and an issue price of SEK 0.75 in the pending is-

sues, a theoretical share price after detaching the unit rights of

SEK 1.03 is obtained and an adjustment factor in accordance

with RR18 of 1.5589. To take into account the fund issue element

in the issues, in this section data per share was reported for the

period January–March 2003 adjusted by this theoretically calcu-

lated adjustment factor.

Pro forma accounting

28 | BURE EQUITY AB

HistorySince the start in 1992, Bure has developed from being an asset

management company with a broad investment focus into a pri-

vate equity company with a focus on proactive value building in

selected sectors. Bure has transferred SEK 6,600M to its share-

holders in the form of cash dividends and distribution of shares in

subsidiaries since its start.

During 1999–2000, Bure initiated a strategic refocusing on

investments in unlisted holdings. To mark this, Bure changed its

company name from Investment AB Bure to Bure Equity AB.

At the same time, a period of extensive exits started. Following

these divestments, Bure faced a phase when the investment

portfolio was to be renewed. During 2001, investments in 14

companies were made.

Bure todayDuring the summer and autumn of 2002 the financial situation

gradually weakened as a result of a continued weak economy and

weak exit markets. The weakening of Bure’s financial situation

was caused by aggressive acquisitions, capital contributions to

portfolio companies due to weak profitability, plus high administra-

tion costs. Moreover, the situation was affected by earlier large

dividends and substantial financial undertakings regarding supple-

mentary purchase prices. The combination of delayed selling

processes related to the market trend and falling stock markets,

which sharply reduced Bure’s stock market portfolio, resulted in

the financial position becoming acute at the beginning of 2003.

In combination with Bure’s financial situation, it became appar-

ent that Bure’s business model to continually invest and exit com-

panies was not robust in declining markets. The inflow of capital,

for example exit gains and dividends from portfolio companies,

have been increasingly limited during periods of falling markets,

while at the same time Bure’s outflows, such as capital contribu-

tions to portfolio companies and management costs, could not be

adapted at a corresponding rate. As a consequence, the Board

decided to reassess the Company’s overall strategy.

Bure’s future directionCurrently, Bure’s has three priorities for the future: create financial

stability and reduce debt; focus on profitability and positive cash

flow in existing holdings, and to develop Bure’s future direction to

create a sustainable profitable structure, with positive cash flow.

To re-establish financial balance is the most critical compo-

nent for Bure short term. The issue will move Bure in a decisive

step in the right direction. In addition, financial stability ensures

that sales of assets can be carried out without time pressure,

which also creates the conditions to protect shareholder value.

Over time, Bure will sell:

• holdings and commitments in indirect investments

• holdings with inherent risks and capital requirements

• holdings where there are buyers that have a strategic reason

for acquisitions and accordingly could pay a premium

• holdings in which Bure considers that an exit can be made at a

favourable value level

Parallel with securing financial stability, work will continue with

improving and creating profitability and positive cash flow in the

portfolio companies. During 2002, an efficiency enhancement

programme was carried out in Bure and Bure’s portfolio compa-

nies in the form of cost alignments and rationalisation measures.

This work will continue with full force.

Bure will align resources and competence to effectively push de-

velopment toward profitability. Through being an active owner, with

high involvement and strong commitment Bure ensures and exercis-

es its influence. The number of organisational levels will be reduced

to ensure close involvement and cost efficiencies. Divestment of indi-

rect investments is a step in the cost savings with regard to manage-

ment costs as well as a desired reduction of organisational levels.

In the work to develop Bure’s future direction, the ambition is

to develop a structure that facilitates that balance is created in

Bure’s capital flow, even in a situation characterised by a weak

business climate and unstable capital market. The former transac-

tion-driven direction can be complemented with a few wholly

owned business areas. The aim with developing business areas is

that these would create critical size, realise synergy effects and

utilise and development management structures. At the same

time that wholly owned business areas are formed, the active in-

vestment operations will be further developed. Bure’s business ar-

eas shall also be able to provide the Parent Company with ongo-

ing cash flows to cover management costs and interest expenses.

Details for this structure will be worked out parallel with the re-

establishment of financial stability and that profitability in the port-

folio companies is prioritised.

The base for Bure and Bure’s holdings will be in the Nordic region.

Bure’s investments and selection criteria are being developed

as part of re-establishing financial stability and that profitability in

the portfolio companies is prioritised. The most significant invest-

ment and selection criteria will be:

• Cash flow positive companies

Bure will avoid investing in companies in which the cash flow is rein-

vested in its entirety in operations, for example in fixed assets.

• Established and profitable companies

Bure will avoid investing in companies that are in a “turn-

around” situation.

THE COMPANY’S FUTURE DIRECTION AND OPERATIONS

BURE EQUITY AB | 29

• Companies with favourable growth potential in near future

Bure will avoid investment in companies in early stages and in

ventures, for example start-ups.

• Companies in which the value is based primarily in established

infrastructures, customer bases and/or processes and that a

strong management is available

Bure will avoid investments in companies that are highly entre-

preneur dependent

In summary, Bure will secure and reveal the values in the port-

folio through sales unaffected by time pressure, focus on prof-

itability improvement and value-creating measures in the portfolio

companies and through reducing the Parent Company’s total ad-

ministration costs. This will creates the conditions to permit Bure

to grow and realise assets so that shareholder value is created

and realised for the shareholders.

Market and positionBure is a private equity company. Private equity is a collective term

for venture capital investments in unlisted companies. The term in-

cludes both investments in early phases, venture capital, and in-

vestments in later phases, expansion capital and buy-out capital.

The buy-out segment accounts for the majority of the total capi-

tal invested in the sector. However, the largest number of operators

is found in the segments that focus on investments in early phases.

The private equity market grew very rapidly during the latter

part of the 1990s, both globally and in Sweden. Globally, invest-

ments during 1995–2000 are estimated to have increased by 37

per cent per annum. In 2000, the highest level ever was reached

with annual investments in the region of SEK 1,700–1,800bn.

During 2001 and 2002, there was a significant decrease as a re-

sult of falling market prices and limited exit opportunities.

Private equity investments in Sweden are equivalent to ap-

proximately one per cent of global investments. Very rapid growth

also took place in Sweden during 1994–2000. The average an-

nual rate of increase amounted to 188 per cent. Between 1999

and 2000, invested capital increased from SEK 11bn to SEK

19bn and remained at the higher level during the following year.

During 2002, private equity investments in Sweden are estimated

to have reduced significantly.

During 2001, a consolidation began in the Swedish venture

capital market. This development accelerated during 2002. The

number of operators has reduced through elimination, mergers

and acquisitions. In the latter instance, this is partly because foreign

venture capital companies have established operations in Sweden.

The venture capital market is important for dynamism and

growth in industry and commerce. The private equity companies

ensure that new research and development results reach the mar-

ket. They contribute financial and other resources which enable

entrepreneurial companies to grow. Through restructuring of exist-

ing companies and mature sectors, the private equity companies

create new and more robust companies and sector structures.

The venture capital companies also contribute to enabling

completely new sectors to develop as Bure has done, for example,

for private healthcare (Capio) and independent schools (Vittra).

Limited exit marketsBure’s operations are based on their investments and other out-

flows of capital being balanced by an inflow of capital from stock

market flotations, industrial divestments and dividends from port-

folio companies. During 2002, the venture capital market was

characterised by imbalance as a result of a lack of inflow of capi-

tal. The situation in the stock market has significantly limited the

opportunities for exits through stock market flotations. Industrial

buyers have been impeded by the weak economy and, in some

cases, also by the fact that their shares have been valued low.

At the same time, the weak economy in many sectors has

meant that the venture capital companies have been required to

implement sustainable financial and other investments in the

portfolio companies.

The venture capital market will not be in good balance until

the situation in the stock market has stabilised and the interest in

new flotations has returned.

Bure’s positioningIn the Swedish private equity market, a role distribution between

different operators can be discerned. Their investments differ in

size and at which stages in the companies’ development they are

made.

The vast majority of operators concentrate on investments in

newly established companies and early stages in the companies’ de-

velopment. The average investment amounts to less then SEK 10M.

Another group of venture capital companies is focused on

large transactions, buy-outs or international structural deals. The

size of these investments is generally in the region of SEK 500M or

more. Both national and international operators act in this market.

In these two segments, the smallest and the largest invest-

ments in the Swedish private equity market, Bure has only be-

come involved to a small extent and through indirect invest-

ments. Bure’s involvement in start-up companies has been made

through indirect ownership via funds and incubator companies.

Bure does not become involved as a direct owner until a compa-

ny has reached a certain size and has entered into a phase of ex-

pansion. In larger companies, Bure has become a stakeholder via

Nordic Capital.

The company’s future direction and operations

1) Bure’s investment in Teleca has partly been made through a subsidiary. The book value of this company is SEK 1M. The investment has been financed through loans in

the subsidiary. The total purchase price could amount to not less than SEK 375M and not more than SEK 545M. If the market price exceeds SEK 33.40 per share during

a period before the date of each payment, the purchase price could exceed SEK 375M. At 31 March 2003, a total of SEK 208M of the purchase price had been paid. The

remaining portion will be partly paid during 2003 and partly in January 2004.

Parent Company holdings, 31 March 2003

Share of Share of Book value, Book value/Net Book value/Net Share of Bure’scapital, % votes, % SEK M asset value, SEK M asset value, SEK/share net assets, %

Unlisted shares

Carl Bro 50.45 50.45 250 250 2.40 30.38

Systeam 48.00 48.00 213 213 2.05 25.88

PAHR 100.00 100.00 206 206 1.95 25.03

Vittra 85.00 85.00 83 83 0.80 10.09

Cygate 72.71 72.71 73 73 0.70 8.87

Mercuri International Group 100.00 100.00 39 39 0.35 4.74

Business Communication Group 87.79 87.79 34 34 0.35 4.13

Retea 100.00 100.00 29 29 0.30 3.52

Citat 77.07 77.07 23 23 0.20 2.79

Celemiab Group 32.14 32.14 19 19 0.20 2.31

Xdin 57.46 59.16 18 18 0.20 2.19

Informator Training Group 100.00 100.00 0 0 0.00 0.00

Simonsen Sverige 95.28 95.28 0 0 0.00 0.00

Bure Kapital 100.00 100.00 4 4 0.05 0.49

Other direct holdings 2 2 0.00 0.24

Other dormant companies 2 2 0.00 0.24

Total 995 995 9.55 120.90

Listed holdings

Scribona 34.97 28.79 161 161 1.55 19.56

Dimension 32.67 32.67 19 19 0.20 2.31

Teleca1) 15.80 14.36 1 1 0.00 0.12

Other listed holdings 2 2 0.00 0.24

Total 183 183 1.75 22.24

The majority of Bure’s direct investments in recent years have

been made in an “average sized” segment of the venture capital mar-

ket in which only a small number of domestic operators act. An aver-

age investment in this segment is in the region of SEK 100–300M.

Bure’s Parent Company and organisationCurrently, Bure has an organisation comprising 27 employees, of

which most work with the portfolio companies and the develop-

ment processes in which these companies are involved. The head

office is in Gothenburg, Sweden, where most employees are based.

Bure is an active owner that contributes more than financial

resources. When Bure invests in a company, it gains access to

part of Bure’s acquired competence and experienced. Bure of-

fers proven models and processes for business development

and structural transactions and a comprehensive network.

With Bure, portfolio companies gain an active owner as a co-

operation partner that can contribute to the company’s develop-

ment. Bure is divided into three investment teams that follow and

support the portfolio companies’ development. The investment

team comprises industry know-how as well as financial and

industrial knowledge.

Bure has employees that work with everything from strategy,

acquisitions, sales and business development to such practical

matters as accounting routines, reporting and training in Board

30 | BURE EQUITY AB

The company’s future direction and operations

Parent Company holdings, 31 March 2003 (continued)

Share of Share of Book value, Book value/Net Book value/Net Share of Bure’scapital, % votes, % SEK M asset value, SEK M asset value, SEK/share net assets, %

Holdings via Nordic Capital

Mölnlycke Health Care 16.64 16.64 367 367 3.50 44.59

Trenor Holding 2) 4.70 4.75 78 78 0.75 9.48

Sound Holding 4.37 4.40 47 47 0.45 5.71

Wilson Logistics 8.65 9.13 39 39 0.35 4.74

Dynal Biotech 3.22 3.22 37 37 0.35 4.50

Other holdings 184 184 1.85 22.36

Total 752 752 7.25 91.37

Venture Capital & Incubators

Direct investments

Newmad Technologies 26.62 26.62 0 0 0.00 0.00

Kreatel Com – parallel investment 7.36 5.65 0 0 0.00 0.00

Spotfire – parallel investment 0.87 0.97 0 0 0.00 0.00

CR&T 64.93 48.57 0 0 0.00 0.00

Other direct holdings 0 0 0.00 0.00

Indirect holdings 0.00

CR&T Ventures 3 3 0.00 0.36

Total 3 3 0.00 0.36

Bure Finans 3)

Interest-bearing receivables subsidiaries 205 205 2.00 24.91

Other interest-bearing receivables 191 191 1.85 22.36

Liquid funds and short-term investments 4 4 0.05 0.49

Other assets 24 24 0.20 3.77

Interest-bearing liabilities –1,358 –1,358 –13.05 –165.61

Other liabilities –176 –176 –1.70 –20.78

Total –1,110 –1,110 –10.65 –134.87

PARENT COMPANY EQUITY 823 823 7.90 100.00

2) Trenor includes Ahlsell, BE Steel and Reynolds.

3) Bure Finans includes the parent company’s other assets and liabilities.

BURE EQUITY AB | 31

The company’s future direction and operations

work. Bure’s network can provide additional expert assistance

when needed and to provide contacts for co-operation with other

companies.

Owner agenda–a strategic toolOwner agenda is a tool in Bure’s work with creating value as an

active owner in the company. It is prepared at the time of acquisi-

tion and describes the company’s initial position and status and

how it will be developed through to exit. From the start, the own-

ership agenda contains a number of milestones that are to be

reached along the way.

Bure’s business model is to assists the company during a

shorter period of the company’s lifetime to expand and to achieve

a strong market position for the future. To achieve desired

changes and results, Bure places heavy emphasis on the owner-

ship agenda. It contributes to a structure that makes it possible

to achieve desired results during a limited period of time.

Bure’s owner agenda contains goals for the company’s

strategic position and profitability. It also contains a timetable for

prioritised changes and for the length of the holdings. Bure en-

sures that Bure’s ownership agenda is in harmony with the other

owners’ plans for the company and the company’s strategy.

Investment portfolioAt 31 March 2003, Bure’s investment portfolio contained a total of 45 compa-

nies. The total investment portfolio had a book value of SEK 1,933M and a net

asset value of SEK 823M after taking into account other assets and liabilities.

Bure invests both directly and indirectly. In addition to Carl Bro, Systeam,

PAHR Svenska, Cygate, Vittra, Business Communication Group, Mercuri In-

ternational Group, Xdin, Citat and Informator, Bure has invested directly in

the unlisted companies Celemi, Retea and Simonsen and the listed compa-

nies Scribona, and Dimension. In addition, Bure invested in the listed com-

pany Teleca through the subsidiary Cindra AB. Bure’s indirect investments

consist of the funds, Nordic Capital, Innovationskapital and CR&T Venture.

Directly owned and unlistedOn the 31of December 2002 the majority of the investment portfolio consisted

of directly owned companies, i.e. approximately 62 per cent of the portfolio’s

total book value. Unlisted companies account for approximately 87 per cent of

the portfolio’s book value.

Spread over several sectorsThe investments are spread over a number of sectors, with an emphasis on

IT, Life Science, Technology Consultants and Training. The IT sector consists

of the sub-sectors, IT-Consulting, IT-Distribution and Integration as well as

software and IT-equipment. Life Science accounts for 19 per cent of the port-

folio’s total net asset value, mainly through Bure’s holding via Nordic Capital.

Portfolio changes in 2002 and 2003During 2002, Bure made total investments of SEK 273M, of which SEK

127M related to supplementary investments, mainly in Systeam, Business

Communication Group and Xdin.

In addition to investments of SEK 273M, investments of SEK 652M have

been made in existing portfolio companies through capital contributions. Of

this amount, SEK 261M was made through cash contributions and SEK 391M

through the conversion of existing receivables into shareholders’ equity.

The capital contributions of SEK 652M in total relate mainly to covering

the loss in Bure’s listed stock portfolio in its subsidiary, Bure Kapital (315),

and Informator (115) and Simonsen (113).

In total, Bure implemented divestments of SEK 577M with a total exit re-

sult of SEK 345M (590). Through the sale of Nycomed via Nordic Capital at

the end of the year, Bure freed up SEK 414M. In June, SEK 122M was freed

up as a step in reducing Bure’s exposure within Venture Capital.

During the period January – March 2003, SEK 55M was invested, of

which SEK 34M pertains to Maersk Medical via Nordic Capital. In addition,

SEK 120M was invested in existing portfolio companies through liquidity

contributions.

In March, Bure reduced its ownership in Teleca to 15.8 per cent. Also in

March, through the subsidiary Bure Kapital, 50 per cent of the holding in In-

novation Kapital’s fund III was sold to the 3rd AP Fund. An another 50 per

cent of the remaining holding in this funds was divested in May.

The unlisted holdings account for approximately

87 per cent of the portfolio’s total book value.

The holdings represent a number of sectors.

SECTOR DISTRIBUTION

OF BOOK VALUE

31 DECEMBER 2002

LISTED/UNLISTED ASSETS, BOOK VALUE

31 DECEMBER 2002

32 | BURE EQUITY AB

The company’s future direction and operations

Listed 13%Unlisted 87%

IT consultants 23%

IT Distribution & Integration 15%

Software and IT-equipment 10%

Other 3%InfoMedia 2%

Training & Education 5%

Manufacturing industry 11%

Technology consultants 12%

Life Science 19%

The portfolio companies are directed at many different

customer sectors.

DISTRIBUTION OF CUSTOMER SECTORS,SALES WEIGHTED WITH BOOK VALUE

31 DECEMBER 2002

Government & municipality 26%

Healthcare 21%

Pharmaceutical companies 2%

Industry 14%

Consumer products 2%Bank & Finance 3%Automotive 4%

Other 7%

IT-re-sellers 8%

Telecoms 13%

Bure’s investment portfolio is dominated by directly

owned companies.

DIRECT/INDIRECT OWNERSHIP

OF BOOK VALUE

31 DECEMBER 2002

Indirect ownership via funds 38%

Direct ownership62%

BURE EQUITY AB | 33

Carl Bro is an international technology consulting company that

operates within the construction, transport, infrastructure, ener-

gy, environment and industrial sectors and within international aid

and development projects.

Among the largest in ScandinaviaThe Danish company, Carl Bro, which was founded more than 40

years ago, has approximately 3,000 staff in Denmark, Sweden,

Norway, United Kingdom, Ireland and Germany following its acqui-

sition of Sycon in December 2001. The company is also involved

with development and aid projects in Asia and Africa. Customers

include Danmarks Radio, Danske Bank, Danida World Bank, EU,

Seven Trent, Scottish Office, Sydkraft and Stockholms Stad.

Carl Bro is one of the leading technical consulting companies

in the Scandinavian market in which Denmark accounts for 39

per cent and Sweden for 33 per cent of sales. Other players are

Ramböll, SWECO and Ångpanneföreningen. A consolidation of

this market has accelerated in recent years. Carl Bro’s strategy is

to actively participate in this consolidation.

Operations with breadth and depth With its geographic presence and range of expertise, Carl Bro is a

fully-comprehensive supplier of technology consulting solutions.

Environment, building and construction. The area includes

consulting services in building technology counselling, environ-

mental research and planning for construction and infrastructure

projects. Customers include building companies, private industri-

al and trading companies and public institutions.

Industry and marine. Operations include production planning,

automation, process development, product and design develop-

ment, industrial environment, ship planning and ship inspection.

Customers include the pharmaceutical industry, telecoms and

shipping.

The GIS & IT area develops geographic information systems

and IT services which support the other operations of the Carl

Bro Group.

Energy. Carl Bro delivers services to the energy sector, for exam-

ple to Sydkraft. The company has a high level of expertise in all

segments of the energy chain such as the dimensioning of pro-

duction capacity, production development and distribution/

transfer.

International aid projects. Carl Bro delivers projects to

around 50 countries, partly within the aid and development

sector. The competence area includes financial development

analysis, water, energy and environmental analyses and human

resource development.

2002 in brief• The market for technology consulting services in Sweden and

the United Kingdom was stable during the year, whereas the

Danish market slowed down significantly during the second

half of the year.

• Carl Bro’s British operation expanded to comprise approxi-

mately 600 employees.

• Measures aimed at improving profitability were implemented in

Denmark and Sweden that involved staff reductions. In addi-

tion, a number of unprofitable IT companies and Carl Bro’s

German operations were phased out.

• Integration and restructuring the acquired company, Sycon,

were implemented.

• Operating profit after goodwill amortisation in the core opera-

tion amounted to SEK 68M. Operating result before goodwill

amortisation of non-core operation including one-off costs

amounted to SEK –110M.

• Birgit W. Nørgaard took over as President in March 2003.

The company’s future direction and operations

Bure’s portfolio companies and their operations and results for 2003 are presented on the following

pages. Bure’s ownership interest in each company is also presented. Development during the first

quarter of 2003 is presented in the section “Interim Report, January-March 2003.”

BURE’S PORTFOLIO COMPANIES

CARL BRO

34 | BURE EQUITY AB

1) Carl Bro’s undertaking is reduced to the extent its executives exercise their rights to sell shares in Carl Bro to Bure. (See comments to the financial development– Acqui-

sitions/investments).

Statement of income, SEK M 2002 20011) 20001)

Net sales 2,694 2,713 2,379

Operating expenses –2,708 –2,728 –2,359

Adj. operating result before goodwill amortisation –14 –15 20

% –0.5 –0.6 0.8

Items affecting comparability –20 –63 –

Exit result 0 0 –

Share in results of assoc. companies –8 2 –

Operating result before goodwill amortisation –42 –76 –

% –1.5 –2.8 –

Goodwill amortisation –16 –50 –

Operating result –58 –126 –

Financial income and expenses –25 –14 –

Result before taxes –83 –140 –

Minority interest and taxes 11 –14 –

Net result –72 –154 –

Key figures, SEK M 2002 20011) 20001)

Growth, % –1 14 –

Total assets 1,174 1,523 –

Share capital 54 55

Shareholders’ equity 176 275 –

Equity ratio, % 15 18 –

Net debt/receivable –210 –183 –

Total number of employees 2,961 – –

Average number of employees 3,080 3,227 2,943

Value added per employee 0.5 0.5 0.51) Pro forma including Sycon

After Bure’s year-end report was released on 28 February, the clos-

ing accounts for Carl Bro were changed. The changed year-end re-

port is shown above. In this report, earnings were charged with SEK

18M in additional expenses of which SEK 9M is Bure’s share. This af-

fected the Bure Group’s earnings in the first quarter. This was mainly

due to a more detailed review of the subsidiary Projektutveckling,

which resulted in write-downs. On 14 May 2003, the Board of Carl

Bro decided to report alleged irregularities in the subsidiary Projeck-

utveckling A/S to the police. Provisions for the possible costs in rela-

tion to this are made in Carl Bro’s closing accounts for 2002.

Future prospectsIn the near future, Carl Bro will concentrate partly on developing

its core operations and divesting all undertakings outside of this

and partly on cost control.

In General, it is expected that the market for technical con-

sultants in Carl Bro’s largest markets, Denmark and Sweden, will

stabilise during 2003. Carl Bro's expects sales in line with the

preceding year, but improved earnings as a result of the meas-

ures described.

Bure’s involvementBure’s ownership in Carl Bro amounts to more than 50 per cent.

Other large shareholders are Sydkraft, Lønmodtagarnas Dyrtids-

fond and Carl Bro’s corporate management.

Bure invested in Carl Bro at the end of 2001 after having iden-

tified the technology consulting sector as a market during consol-

idation. One month later, the Swedish technology consulting

company, Sycon, was acquired which provided the Danish com-

pany, Carl Bro, with supplementary competence and a stronger

market position within the energy, environment, infrastructure

and construction sectors.

During 2002, Sycon was integrated with Carl Bro. At the

same time, measures were implemented to concentrate the op-

erations and improve profitability. Five unprofitable IT companies

were phased out and the German operation closed. A strong ex-

pansion in the United Kingdom was also realised.

In October 2002, an agreement in principle for the sale of the

holding in Carl Bro was made between Bure and the Swedish

technology consulting company, Sweco. However, this deal was

not implemented. Bure, therefore, returned to its original strategy:

to continue as a principle owner to develop Carl Bro into a lead-

ing North European technology consulting company and to play

a proactive role in the on-going consolidation of the European

technology consulting market.

In accordance with a share transfer agreement with a number

of individuals regarding acquisition of shares in the current Carl

Bro AB, the current Carl Bro Sverige AB is liable to pay a supple-

mental purchase consideration amounting to a total of SEK

8.9M, which is to be paid on 1 June 2003 under the condition

that the sellers are employed in Carl Bro at this time.

In accordance with an agreement with four senior executives

in Carl Bro, they have the right to sell about 12 per cent of the

shares in Carl Bro at market price to Carl Bro, currently corre-

sponding to about SEK 59.6M based on an estimated value, the

same as Bure’s book value1).

No dividend was received from Carl Bro during 2002.

31 March 2003

Bure’s ownership, % 502)

Date of acquisition 2001

Book value, SEK M 250

Book value, SEK/share 2.402) Taking into account the agreement between Bure and other owners in Carl Bro,

Bure cannot be considered to have a controlling interest. Accordingly, the compa-

ny is reported as an associated company.

The company’s future direction and operations

BURE EQUITY AB | 35

Systeam works as a value-creating IT partner for its customers

by supporting their business development with efficient informa-

tion systems.

Value-creating partnerSysteam works as a generalist IT consultant for medium-sized

companies and as a specialist in ERP (Enterprise Resource Plan-

ning), system development and management services for large

companies. The Group has around 800 staff and is established in

some 40 locations in Sweden, Denmark, Norway and Finland.

Customers are approximately 3,000 companies in a large

number of sectors. Some of the most important sectors are in-

dustry and commerce, the healthcare industry, in which Systeam

is one of Sweden’s leading IT operators, and the forestry industry,

in which the company is the market leader in IT solutions for

medium-sized sawmills.

Well-focused customer offerSysteam’s operations are organised into the areas of IT Partner,

Enterprise Solutions, Enterprise Applications, NetworkCenter

and Health & Care.

IT Partner works with small and medium-sized commercial

and industrial companies. For these customers, who frequently

utilise the company’s entire service offer, Systeam becomes a

strategic partner with an overall perspective and ability to con-

tribute to the customer’s own business development.

The IT-partner business area, which accounts for about 50

per cent of sales, offers total solutions that shall meet most of the

customer’s needs for IT services, which includes information

technology, system development, business systems, manage-

ment and e-business.

Large operations often have an internal IT department. Sys-

team offers them strategy and business development, system

development, system integration and sector solutions through

enterprise solutions and business systems through enterprise

applications.

Other business areas are Health & Care, which focuses on IT

solutions in health and medical care and Network Center, which

offers operating and support, among other services.

Systeam’s operations are based largely on sales to old cus-

tomers. Systeam strives of ran 80/20 distribution between old

and new customers. Within the SME segment (small and mid-

size companies), Systeam does not see any direct competitors to

its business concept. In procurement of business systems for

larger companies (sales between SEK 1–10bn), Systeam meets

competition from IFS and Intentia, among others. Within other

specialist areas such as Enterprise, Systeam’s competitors in-

clude TietoEnator, WM-data and CAP Gemini.

2002 in brief• Systeam’s profitability outperformed the sector in a falling mar-

ket. The company has also improved its market position within

the SME segment (small and medium-sized enterprise) and

within Health & Care.

• At the beginning of the year, Systeam concluded an extensive

agreement with three county councils and with the Karolinska

Hospital for development assignments relating to a new phar-

maceutical module.

• During the third quarter, Systeam acquired Infogrator Group, a

group of companies that focuses on system development

based on Oracle and Microsoft technology.

• During the fourth quarter, JD Edwards Business System was

sold to Stena Line Scandinavia.

Statement of income, SEK M 2002 2001 2000

Net sales 978 953 753

Operating expenses –928 –905 –751

Adj. operating result before goodwill amortisation 50 48 2

% 5.1 5.0 0.3

Items affecting comparability –3 –7 1

Exit result 0 0 0

Share in results of assoc. companies –2 –1 0

Operating result before goodwill amortisation 45 40 3

% 4.6 4.2 0.5

Goodwill amortisation –15 –8 –15

Operating result 30 32 –12

Financial income and expenses –3 –2 –1

Result before taxes 27 30 –13

Minority interest and taxes –8 –10 –2

Net result 19 20 –15

Key figures, SEK M 2002 2001 2000

Growth, % 3 26 22

Operating cash flow 78 –6 –48

Total assets 439 408 392

Share capital 5 5 5

Shareholders’ equity 228 129 106

Equity ratio, % 52 32 27

Net debt/receivable 52 –53 –23

Average number of employees 774 771 664

Value added per employee 0.6 0.6 0.5

The company’s future direction and operations

SYSTEAM

36 | BURE EQUITY AB

The PAHR Group develops and provides software and services,

aimed at helping operations refine and efficiently administer their

human and structural capital.

Total supplier within HRMThe PAHR Group is one of Sweden’s leading suppliers of HRM

systems (Human Resource Management). The Group consists of

the following companies: Svenska PA System, Palett HRM,

QuickIT and Time Recorder Data.

PAHR Group offers total payroll and personnel administration

solutions and has more than 150 staff in Sweden and Norway.

Staff are mainly consultants, customer support personnel and

development personnel.

Customers are large and medium-sized companies and or-

ganisations in Sweden, Norway and Denmark. Through Palett

HRM, the Group is also one of the leading operators in the

Swedish county council and municipality market.

The value on the Scandinavia market for HRM systems is es-

timated at about SEK 4.2bn annually. The Swedish market is rela-

tively fragmented and the largest players in terms of market share

are PAHR, TietoEnator, WM-data, SEMA PA-konsult, Hogia and

SPCS. PAHR is one of the three largest players and is estimated

to have a market share of about 12 per cent. The Norwegian

market is dominated by TietoEnator and Ergo Bluegarden, while

the Danish market is dominated by PBS Multidata, KMD and

Maersk Data. The degree of consolidation is relatively high on

these markets and in the Swedish market.

Historically, the market has had favourable growth. At the

same time a large portion of this market has not been addressed

by PAHR but it is considered that there is potential for continued

Future prospectsSysteam foresee good possibilities to expand in Norway, Finland

and Denmark and to continue to expand in Sweden. Systeam

expects to be able to accomplish this through capitalising on the

strong customer relations existing in Sweden and follow along

with the customer to other markets. In addition, Systeam also

expects substantial growth within the SME segment.

Bure’s involvementBure’s ownership in Systeam amounts to 48 per cent. The com-

pany’s founders own 45 per cent and the staff own 7 per cent.

Systeam has grown strongly since Bure’s original investment

in the company in 1999.

Approximately half of the growth is organic and half is through

acquisition.

During 2000, Systeam acquired the IT consulting company,

Udac from Bure. The acquisition made Systeam one of Sweden’s

leading operators within IT for healthcare. The acquisition of Busi-

ness Medical System (BMS) in the following year meant a further

strengthening of Systeam’s position as a leading supplier of IT

solutions to the care sector.

Systeam’s acquisition of CA Business solutions during autumn

2001, combined with significant organic growth, made Systeam

the leading Scala system supplier in the Nordic countries.

During 2002, Systeam strengthened its relative market posi-

tion in a weak IT consulting market. Compared with its competi-

tors, Systeam was able to report high profitability and a strong

financial position.

In March 2002, Bure exercised its option to acquire an addi-

tional 18 per cent of votes and capital in Systeam. At the same

time, an option agreement was made which gives Bure the right

to acquire an additional 3 per cent of the shares in Systeam.

Bure’s intention is that Systeam should become a leading

consulting company within administrative IT services in the

Nordic countries. The long-term operational work is focused on

continued growth with maintained profitability.

During 2002, Bure received about SEK 0.1M in dividend from

Systeam.

31 March 2003

Bure’s ownership, % 48

Date of acquisition 1999

Book value, SEK M 213

Book value, SEK/share 2.05

The company’s future direction and operations

PAHR

BURE EQUITY AB | 37

growth, particularly within small and medium private and munici-

pal companies.

Four companies in oneThrough the combination of four prominent HR companies operating

within complementary operations and markets, PAHR Group is able

to offer its customers a complete range of products and services.

The Group’s success is based on competitive systems, com-

bined with in-depth HR competence and long-term customer re-

lationships.

The year in brief PAHR also copes well during difficult market

conditions since its dependence on new sales is limited. It was a

conscious strategy to have a high portion of repeat revenues to

avoid this dependence.

2002 in brief• In the first quarter, PAHR acquired QuickIT, a company with

web-based PA products.

• During the second quarter, a number of customer agreements

were signed with companies such as the Tine and Elkem

Groups in Norway, and Alfred Berg and Access in Sweden.

• A collaboration agreement was signed with Löneanalyser AB,

which gave Svenska PA the opportunity to market Löne-

analyser’s system in combination with its own product, POL

Personalsystem.

• During the fourth quarter, PAHR signed an agreement with

Umeå municipality.

Statement of income, SEK M 2002 2001 2000

Net sales 212 200 119

Operating expenses –172 –154 –87

Adj. operating result before goodwill amortisation 40 46 32

% 18.8 23.0 26.7

Items affecting comparability 0 –1 0

Exit result 0 0 0

Share in results of assoc. companies 0 0 0

Operating result before goodwill amortisation 40 45 32

% 18.8 22.5 26.7

Goodwill amortisation –12 –11 –3

Operating result 28 34 29

Financial income and expenses –7 –10 –1

Result before taxes 21 24 28

Minority interest and taxes –9 –7 –9

Net result 12 17 19

Key figures, SEK M 2002 2001 2000

Growth, % 6 68 27

Operating cash flow 34 37 –

Total assets 326 305 268

Share capital 2 2 2

Shareholders’ equity 99 76 53

Equity ratio, % 30 25 20

Net debt/receivable –124 –149 –143

Total number of employees 151 133 72

Average number of employees 149 126 65

Value added per employee 1.0 1.1 1.2

Future prospectsDespite the market trend of declining margins in recent years,

PAHR expects to attain its long-term EBITA of above 20 per cent.

The management of PAHR is comfortable with the company’s

development and estimates that earnings for 2003 will exceed

earnings in the preceding year.

Bure’s involvementThe PAHR Group is wholly owned by Bure.

Bure’s investment was made during the last quarter of 2001

when the company was called Svenska PA Group. The back-

ground to Bure’s involvement was the Group’s strong position

and pre-requisites for growth in the human resource manage-

ment sector. The Group has an impressive list of customers, both

with regard to the companies on the list and through the volume

of different sectors represented.

Taking the weak economy into account, PAHR Group’s devel-

opment has been good and has seen continual growth.

It was possible to maintain profitability at a satisfactory level.

During 2002, operations were characterised by marketing activi-

ties and investment in products, services and competence to en-

able long-term growth.

During 2002, Bure did not receive any dividends from PAHR.

31 March 2003

Bure’s ownership, % 100

Date of acquisition 2001

Book value, SEK M 206

Book value, SEK/share 1.95

The company’s future direction and operations

38 | BURE EQUITY AB

Cygate offers secure infrastructure solutions for voice, data and

video communication and security.

Specialist in network integrationThe Cygate Group was formed in 1999 through a merger of Sal-

com AB and the Finnish company, Santa Monica Software. The

company has a strong market position and approximately 300

staff. The operations in Estonia and Lithuania were divested at

the beginning of 2003. Customers include Nokia, Södertörns

Högskola, Elanders, SLL, Socialstyrelsen, Systembolaget, Song

Networks and Schlumberger SEMA.

Strengthened position in SwedenThrough its acquisition of Sigma Måldata Network Solutions,

Cygate has strengthened its market position in Sweden. The

company operates in the complex network solutions, monitoring,

wireless applications, data storage and security segments.

Sigma Måldata is integrated with Cygate’s existing operations,

Cygate Sweden AB and Cygate ITM AB, and forms a company

under the name of Cygate Måldata AB from 1 January 2003.

Among other successes, this company is a leader in the Nordic

region in IP telephony. Cygate has offices in Sweden, Finland and

Denmark. Competitors include Dimension Data, Eterra, Dotcom,

HP and IBM. Cygate does well in this competitive situation, par-

ticularly in the public sector. However, competition has intensified

recently and many of Cygate’s operations areas have experi-

enced price pressures.

Comprehensive solutionCygate offers integrated solutions which meet customer needs in

voice, data and video communication. Cygate designs, installs

and maintains secure network solutions based on IP technology,

which combines Cygate’s own solutions with products from part-

ners. Cygate also provides solutions for administration and mon-

itoring of systems and networks. The company’s training opera-

tion ensures optimum use of IT investments.

Products sales (software and hardware) account for about 70

percent of sales, while service sales account for about 30 per

cent (of which 50 per cent in maintenance services). The goal is

to increase service sales, which has significantly higher margins

than product sales.

2002 in brief• The year was characterised by a weak, wait-and-see IT and

telecom market, with an increased focus on customer utility

and less interest in innovative technical solutions.

• To meet the reduced demand, Cygate implemented an effi-

ciency programme, which involved reducing the workforce

during 2002.

• At the beginning of the year, Cygate received awards for

growth and technical competence from Cisco, Nokia and

Checkpoint. In June, Cygate Sweden became a gold partner

of Cisco.

• During the second quarter, Cygate signed a three-year agree-

ment about network management with the Finnish operator,

Kaukoverkko Ysi and a two-year agreement about a manage-

ment platform with Volvo IT.

• During the third quarter, Cygate signed an agreement for net-

work solutions with Song Networks, TietoEnator and Avesta

Polarit.

• In October, Cygate acquired Sigma Måldata Network Solu-

tions, which operates within complex network solutions, moni-

toring, wireless applications, data storage and security.

• Bengt Lundgren took over as president on 1 January 2003.

Statement of income, SEK M 2002 2001 2000

Net sales 740 964 730

Operating expenses –775 –945 –717

Adj. operating result before goodwill amortisation –35 19 13

% –4.7 2.0 1.8

Items affecting comparability –10 –7 0

Exit result 0 0 0

Share in results of assoc. companies 0 0 0

Operating result before goodwill amortisation –45 12 13

% –6.0 1.2 1.8

Goodwill amortisation –25 –6 –3

Operating result –70 6 10

Financial income and expenses –1 0 0

Result before taxes –71 6 10

Minority interest and taxes –11 –18 –10

Net result –82 –12 0

Key figures, SEK M 2002 2001 2000

Growth, % –23 32 28

Operating cash flow 5 25 11

Total assets 391 366 339

Share capital 2.4 2.4 2.4

Shareholders’ equity 36 123 105

Equity ratio, % 9 34 31

Net debt/receivable –44 30 37

Total number of employees 342 276 245

Average number of employees 291 261 253

Value added per employee 0.6 0.8 0.7

The company’s future direction and operations

CYGATE

BURE EQUITY AB | 39

Future prospectsCygate expects that IP telephony, managed services, security

and wireless networks will be the large growth areas in the future

on the Nordic markets. Short term, continued weak demand is

anticipated from the telecom sector. Recently, the company has

noted increased interest in managed services and the concept

1Net4u. Currently, Cygate is anticipating a sales increase and an

earnings improvement compared with the preceding year.

Bure’s involvementBure’s ownership in Cygate amounts to 73 per cent. The remain-

ing portion is owned by Conventum, staff, and by the founders of

Salcom and Santa Monica Software.

Cygate was formed by Bure in 1999 through the merger of

the Swedish company Salcom and the Finnish company, Santa

Monica, two leading network integration companies in the Nordic

countries.

During 2000, Bure acquired Taide, the leading network inte-

grator in Lithuania, and, in 2001, acquired the network division of

the Danish company, Benau. As a result, Cygate was established

in Sweden, Finland, Lithuania, Estonia and Denmark.

Cygate’s market was very weak in 2002. An efficiency pro-

gramme aimed at reducing costs was, therefore, implemented. In

October 2002, Cygate acquired Sigma Måldata Network Solu-

tions, whose operation supplements and strengthens Cygate

Sweden.

The operations in Lithuania and Estonia were divested in the

beginning of 2003.

31 March 2003

Bure’s ownership, % 73

Date of acquisition 1999

Book value, SEK M 73

Book value, SEK/share 0.70

The company’s future direction and operations

VITTRA UTBILDNING

Vittra Utbildning (Vittra) with 5,000 students is the largest inde-

pendent school company in Sweden. The company has schools

at pre-school, compulsory and sixth form level. Vittra’s objective

is to increase life opportunities during the various stages of life

through training and learning.

Sweden’s leading independent school companyVittra’s independent school operations have expanded rapidly

since the start in 1993. The company currently operates 22

schools in the Gothenburg and Stockholm regions and in Hal-

land, Skåne and Östergötland. The number of staff amounts to

around 450. The development is based on strong demand from

parents and students for independent school alternatives. Ap-

proximately 5 per cent of students in Sweden currently attend an

independent school. Currently, this market has sales of SEK

100bn annually.

Successful education modelSince the start, Vittra has developed an educational model that

is based on an individual development plan for each student.

The individual development plan contains three parts, personal

development, knowledge and learning to learn. The parts are

equally important and are each other’s prerequisites for life-long

learning.

In addition to the controls and quality measurements of the

municipalities and the National Agency for Education, Vittra im-

plements its own quality controls among parents, students and

staff with the aid of an independent research institute. The year’s

measurement shows that the perception of the quality of the op-

erations is very good. The formal results, grades and national

tests for schools established more than three years also remain

high. With regard to grades in form 9, Vittra’s results have varied

between 240 and 260 merit points that can be compared with

the average in Sweden of 202 merit points.

Revenue structure of the independent schoolsThe price of Vittra’s services is set politically and based on the

municipalities’ average costs for school operations. Vittra re-

ceives the equivalent of 90–95 per cent of the municipalities’

average cost per student in the form of school fees.

2002 in brief• Operations developed according to plan during the year, with

strong demand from municipalities, parents and students.

• Vittra expanded its operations with seven new compulsory

schools in Alingsås, Halmstad, Gothenburg, Linköping,

Malmö, Norrköping and Solna. It meant a total addition of

1,500 new students and 100 new staff.

40 | BURE EQUITY AB

• All schools established in 2001 or earlier operated at full capac-

ity at the start of the school year in the 2002 autumn term.

• Intensive educational development work was carried out dur-

ing the year. Vittra has several company-wide projects that re-

late to method development for learning, personal develop-

ment, knowledge, case study and examination.

• The educational tool with subject integrated projects and case

was introduced in all Vittra’s compulsory schools and sixth

form schools during the autumn term.

• The year’s quality measurement, carried out by Temo, shows

that Vittra’s parents, students and teachers continue to per-

ceive the quality of the operations to be very good.

Statement of income, SEK M 2002 2001 2000

Net sales 282 205 133

Operating expenses –283 –211 –131

Adj. operating result before goodwill amortisation –1 –6 2

% –0.4 –3.2 1.6

Items affecting comparability –2 0 1

Exit result 0 0 0

Share in results of assoc. companies 0 0 0

Operating result before goodwill amortisation –3 –6 3

% –1.1 –3.2 2.2

Goodwill amortisation –2 –1 0

Operating result –5 –7 3

Financial income and expenses –1 –1 0

Result before taxes –6 –8 3

Minority interest and taxes 1 4 –2

Net result –5 –4 1

Key figures, SEK M 2002 2001 2000

Growth, % 38 53 57

Operating cash flow –21 –14 –1

Total assets 126 95 67

Share capital 0.1 0.1 0.1

Shareholders’ equity 32 26 6

Equity ratio, % 25 28 8

Net debt/receivable –14 0 6

Total number of employees 469 341 250

Average number of employees 404 251 190

Value added per employee 0.4 0.4 0.4

Future prospectsGrowth possibilities on the Swedish market for companies such

as Vittra, with regard to pre-schools, compulsory and sixth form

level, is very high, assuming that current laws and ordinances are

not changed. For the current year, Vittra expects a sharp sales

growth. Margins are expected to decline somewhat as a result of

this expansion.

Bure’s involvementBure owns 85 per cent of Vittra. The remaining 15 per cent is

owned by the founder, Stig Johansson. He has the right through

July 2004 to sell his holding to Bure for SEK 30M.

Bure became a shareholder in Vittra during 1999, when the

company had run school operations in the Stockholm region

since 1993.

Vittra is what Bure calls a platform construction. By this it

means that it is an operation which grows mainly organically in a

market which is potentially very large. It is characteristic for this

way of developing operations that it does require a long-term

sustained owner.

Bure has valuable experiences from a previous platform con-

struction. Through its development of the care company, Capio,

at the end the 1990s, Bure acquired knowledge about the con-

struction of new market structures within previously publicly

owned sectors.

As a principal owner, Bure contributed to the establishment of

the teacher training programme, Vittra Kompetens, in 1999.

Through joint training, the quality level of Vittra’s education can be

guaranteed.

Vittra’s expansion and growth has been 30–40 per cent per

year since the start and this development continued during 2001

and 2002. During the second quarter of 2002, Bure contributed

capital to secure the establishment of the seven new Vittra

schools that were established in time for the start of the 2002 au-

tumn term. The continued expansion means that Vittra will also

need a contribution of operating capital during 2003. With

around 5,000 students at 22 schools, Vittra is currently the lead-

ing independent school company in Sweden.

Bure’s plan is that Vittra will grow organically with a continued

high expansion rate. Demand for Vittra schools from parents, stu-

dents and municipalities remains high and Vittra plans to estab-

lish seven or eight schools in southern and central Sweden dur-

ing autumn 2003.

During 2002, Bure did not receive any dividends from Vittra.

31 March 2003

Bure’s ownership, % 85

Date of acquisition 1999

Book value, SEK M 83

Book value, SEK/share 0.80

The company’s future direction and operations

BURE EQUITY AB | 41

Business Communication Group helps its customers to achieve

their targets via customer adapted communication independently

of the media.

Area within business communicationsThe Business Communications Group is a company within Bure

that has been established to meet customers’ increasing de-

mand for communication.

The business objective is to help both the commercial and

public sectors to achieve their objectives through customer

adapted business communication independently of the media.

Business Communication’s customers include ABB, Ericsson

and Microsoft. Recently, the areas in which Business Communi-

cations is active have experience price pressures. The trend has

been that the customers reduce volumes and delay production.

Leading edge competence in collaborationBusiness Communication Group consists of Journalistgruppen,

Stark Film & Event, Appelberg Publishing Agency and Sand-

bergTrygg.

The Journalistgruppen is a communications company that fo-

cuses mainly on internal communications, which includes train-

ing, strategic consulting within communications and creative

writing. Journalistgruppen is often commissioned to provide in-

ternal communications during a process of change. The largest

competitor is Kreab.

Stark Film & Event works with internal and external communi-

cations, which includes contract films and advertising films.

Appelberg Publishing Agency focuses on corporate maga-

zines with an international scope. The company has a global net-

work comprising about 750 freelance journalists. The company’s

largest competitors are Redwood and OTW.

Sandberg Trygg is one of Sweden’s leading advertising agen-

cies in the business-to-business segment.

The companies listed work separately under their own brand,

but also with joint customer offers under the slogan “leading edge

competence in collaboration”.

2002 in brief• The market was characterised by recession and extensive ac-

tivities were implemented to concentrate the companies’ offers

and adapt their organisation to the changed market situation.

• The Group increased its sales during the year. This increase

can be attributed to new acquisitions and to assignments from

customers such as Telia.

• Profitability was affected by the economic trend and increased

price competition.

Statement of income, SEK M 2002 20011) 20001)

Net sales 341 264 214

Operating expenses –370 –260 –204

Adj. operating result before goodwill amortisation –29 4 10

% –8.6 1.6 4.9

Items affecting comparability –20 –1 1

Exit result 0 0 0

Share in results of assoc. companies 0 0 0

Operating result before goodwill amortisation –49 3 11

% –14.4 1.3 5.1

Goodwill amortisation –10 – –

Operating result –59 – –

Financial income and expenses –1 – –

Result before taxes –60 – –

Minority interest and taxes 13 – –

Net result –47 – –1) Pro forma, Journalistgruppen, Stark and Appelberg.

The company’s future direction and operations

BUSINESS COMMUNICATIONS GROUP

Journalistgruppen

Year of establishment: 1989

Net sales: SEK 93M

Number of staff: 106

Stark Film & Event

Year of establishment: 1991

Net sales: SEK 101M1)

Number of staff: 421) Including sales of Convenio,

January–October.

Appelberg Publishing Agency

Year of establishment: 1990

Net sales: SEK 89M

Number of staff: 77

SandbergTrygg

Year of establishment: 2001

Net sales: SEK 60M (9 months)

Number of staff: 62

42 | BURE EQUITY AB

Mercuri International is the market leader in Europe within training

and consulting for sales and leadership development.

Global partner within sales and developmentFor more than 40 years, Mercuri International has developed from

being a supplier of sales training into a group that is able to meet

the total needs of global operating companies for competence

development within sales, management, marketing and service

functions. Mercuri International has operations in around 40

countries and approximately 700 staff. The company carries out

a total of approximately 5,000 development projects every year in

close collaboration with its customers. Mercuri International op-

erates on a very fragmented market.

Develops the customer’s businessMercuri International’s offer is aimed at helping customers devel-

op and upgrade their sales function, including management and

service activities. Under the slogan, “Taking Sales to a Higher

Level”, the company assumes responsibility for the entire devel-

opment process, from current situation analysis and selection of

development activities, to implementation support and result

measurement.

The company customised development and consultation ac-

counts for two thirds of operations while the remaining one third

involve the open training program the Mercuri International Busi-

ness School.

During the poor market conditions that prevailed during 2002,

Mercuri International developed positively in relation to its com-

petitors. The focus has been on operational efficiency and short-

term sales stimulation with specific action in units which have not

contributed positively to the consolidated result. Mercuri Interna-

tional’s ambition is to increase the proportion of multi-national

assignments, where the company has competitive advantages,

both through its extensive geographic network and through its

work models which are adapted to large organisations.

Key figures, SEK M 2002 20011) 20001)

Growth, % 29 24 24

Operating cash flow –32 – –

Total assets 181 137 69

Shareholders’ equity 50 66 17

Equity ratio, % 28 48 24

Net debt/receivable –58 25 8

Total number of employees 288 218 160

Average number of employees 287 251 154

Value added per employee 0.5 0.5 0.61) Pro forma Journalistgruppen,Stark and Appelberg.

Future prospectsBusiness Communications Group has initiated an action pro-

gramme to further reduce costs. As a result of this effort, margins

are expected to improve significantly during 2003.

Bure’s involvementBure’s ownership of Business Communication Group amounts to

88 per cent. The company’s management owns the remaining 12

per cent.

Business Communication Group’s first building block was the

customer magazine company, Appelberg, in which Bure acquired

34 per cent at the beginning of 2001. The film companies, Stark

and Propello, were acquired later in the same year and merged

under the name of Stark Filmproduktion. Bure’s acquisition of the

communication agency, Journalistgruppen, during summer 2001

provided the Group with competence in strategic counselling, in-

ternal communication, PR and publications expertise.

In 2002, Bure formed the parent company, Business Commu-

nication Group, to develop customer offers. The Group has also

been strengthened with additional companies. The event compa-

ny, Convenio, was added to the Business Communication Group

at the beginning of 2002. It is currently included in Stark which is

now called Stark Film & Event. In May, Sandberg Trygg, a well-

established advertising agency with more than 60 staff, was ac-

quired. After a supplementary investment in Appelberg, all com-

panies are wholly owned by Business Communication Group.

Bure plans to continue supplementing the operation with

companies from different niches of the communication market.

The objective is to become a leading operator within business

communication in the Nordic countries.

The focus of the operations will be on specialist communica-

tion, i.e. communication services which fall outside traditional ad-

vertising and media communication.

31 March 2003

Bure’s ownership, % 88

Date of acquisition 2001

Book value, SEK M 34

Book value, SEK/share 0.35

The company’s future direction and operations

MERCURI INTERNATIONAL

BURE EQUITY AB | 43

2002 in brief• During autumn 2002, Håkan Hederstierna was appointed

President, taking over in January 2003. In total, the strength-

ened management work is aimed at creating better profitability

before growth.

• During the year, weaker units in the Group were restructured.

This is expected to contribute to increasing the stability of the

company’s earning capacity in the future.

• Several large projects, with companies such as Chubb and

Alto, were established during the year in which Mercuri Interna-

tional has shown a unique ability to offer large international

clients uniform service and quality. There has been a strong de-

mand for these international projects that resulted in a two-fold

increase in volume during 2002. Additional activities focusing

on international sales will be implemented for 2003.

• Within Mercuri International Business School, the web-based

tool, Learning Path Selector, has been launched to attract indi-

viduals who require tailor-made development within Mercuri In-

ternational’s areas of competence.

Statement of income, SEK M 2002 2001 2000

Net sales 715 773 669

Operating expenses –692 –746 –670

Adj. operating result before goodwill amortisation 23 27 –1

% 3.3 3.5 –0.1

Items affecting comparability –17 0 2

Exit result 0 0 0

Share in results of assoc. companies 0 1 1

Operating result before goodwill amortisation 6 28 2

% 0.9 3.6 0.3

Goodwill amortisation1) –221 –49 –19

Operating result –215 –21 –17

Financial income and expenses –14 –8 –5

Result before taxes –229 –29 –22

Minority interest and taxes –21 –25 36

Net result –250 –54 141) Of which, nonrecurring write-downs of SEK 196M in 2002 and SEK 25M in 2001.

Key figures, SEK M 2002 2001 2000

Growth, % –8 16 54

Operating cash flow 22 20 48

Total assets 583 766 689

Share capital 0.1 0.1 0.1

Shareholders’ equity 11 244 223

Equity ratio, % 2 32 33

Net debt/receivable –152 –131 –118

Total number of employees 678 695 666

Average number of employees 716 736 652

Value added per employee 0.7 0.7 0.7

Future prospectsIn the near future, the management of Mercuri International will

focus on efficiency enhancement, cost reductions and improve-

ments in the European operations. The management also in-

tends to establish “best practice”, since it is considered that there

is major potential to improve efficiency and the degree of billings

in the various operations.

In the current year, sales are expected to decline somewhat,

but margins will increase compared with 2002.

Bure’s involvementAt 31 December 2002, Bure owned 98 per cent of the shares in

Mercuri International. Currently, Bure owns 100 per cent.

Bure’s build-up of Mercuri began at the end of 1998 with the

acquisition of the holding company, Mercuri International Group,

and Mercuri International Scan Asia, with operations in Scandi-

navia and Asia.

With Bure as a proactive owner, the Mercuri operations in

Western Europe, Australia, Eastern Europe and Central Europe,

were acquired and have since been integrated. Scandinavian Re-

tail Centre, a training company which specialises in fast-moving

consumer products, has also been added to the Group.

During 2002, Bure produced a new owner agenda for Mer-

curi. At the same time, Bure has restructured and strengthened

Mercuri’s management and Board of Directors. Bure is of the

opinion that there is a significant improvement potential in the

company’s internal structures and routines.

The market for competence development is undergoing struc-

tural change in which the buyers move from local training activities

to more centrally procured services within competence develop-

ment. Bure’s ambition is that Mercuri should grow in this market.

There is an agreement in the Mercuri Group that results in

payment of supplementary purchase consideration. During the

spring Mercuri International paid EUR 3M (about SEK 25M) to the

sellers of Mercuri Finland and during the autumn an additional

EUR 7.4M (about SEK 68M) will be paid as a purchase supple-

ment. The supplemental purchase amount is booked as a liability

in the Mercuri Group and subsequently also in the Bure Group. In

addition, there is another slightly more than SEK 15M in supple-

mental payments in the Mercuri Group and agreements on sup-

plementary acquisitions of slightly more than SEK 50M that could

become due in 2003 and 2004.

31 March 2003

Bure’s ownership, % 100

Date of acquisition 1998

Book value, SEK M 39

Book value, SEK/share 0.35

The company’s future direction and operations

44 | BURE EQUITY AB

The company’s future direction and operations

Xdin strengthens innovative companies in their development of

competitive products and processes by providing services, train-

ing and creative tools.

A creative development companyXdin provides services, training and creative tools for change and

development Processes in companies. The company was

formed in 1991 with the aim of becoming its customers’ main

partner. A large proportion of Xdin’s customers are in the automo-

tive, aerospace, energy and public administration sectors. Cus-

tomers include Volvo Group, Volvo Car Corporation, Saab, For-

tum and Gothenburgs Kommun. Xdin has approximately 240

staff and operations in Gothenburg, Stockholm and Lidköping in

Sweden, and in Virginia Beach and Greensboro in the USA.

Currently, Xdin’s operations have two different focuses. Prod-

uct development mainly within Automotive (70 per cent of sales)

and Process development with IT services for several industries

and public administration (30 per cent of sales). Within product

development, Xdin's main competitors are WM-data (Caran),

Semcon and Epsilon. In the area of process development with IT

services, Xdin faces other competitors, such as Accenture, Ernst

& Young and TietoEnator, as well as local organisational and

quality consultants. There are significantly more competitors in

this area than in product development.

In total, Xdin, despite general reductions by customers with

regard to consulting purchases, has increased its market share

considerably.

Width and holistic outlookXdin works across the borders in a process-oriented organisa-

tion. For each project, a working party is created with the re-

sources, experiences and competence the project demands. Ex-

perience has shown that this way of working shortens the lead

times significantly. At the same time, it is a cost-efficient way of

working which leads to a better end-result.

Xdin offers a broad spectrum of services:

• Construction and product development, mainly within the au-

tomotive, aerospace and electronics sectors.

• Training activities which also comprise CAD applications,

method development and support.

• Analysis of a company’s different processes with the aim of im-

proving them, partly through the use of the graphic analysis

tool, Business Viewer, which has been developed by Xdin.

• Development of IT technology as a support for the company’s

business processes and for producing software for embedded

systems.

• Animation and simulation of the behaviour and functions

in products and logistics systems and of man/machines

interface.

2002 in brief• The automotive industry was forced to rate its ongoing projects

in order of priority with consequent reductions from manufac-

turers. Xdin, nevertheless, increased its market share in the

automotive industry.

• As part of an action programme, aimed at reducing the cost

level, unprofitable offices in Alingsås and Detroit were closed

during the first quarter.

• A strategic agreement was signed with a European vehicle

manufacturer relating to pilot studies within engine develop-

ment.

• Xdin also signed an agreement with Volvo Powertrain about li-

cences for the PipeChain software, for automation of the prod-

uct flow vis-à-vis around 40 sub-contractors in Skövde and

Köping.

Statement of income, SEK M 2002 2001 2000

Net sales 179 173 139

Operating expenses –188 –179 –140

Adj. operating result before goodwill amortisation –9 –6 –1

% –5.2 –3.4 0.8

Items affecting comparability 0 –6 2

Exit result 0 0 0

Share in results of assoc. companies 0 –1 0

Operating result before goodwill amortisation –9 –13 1

% –5.2 –7.2 0.7

Goodwill amortisation –4 –2 –1

Operating result –13 –15 0

Financial income and expenses –2 –4 –2

Result before taxes –15 –19 –2

Minority interest and taxes 0 0 0

Net result –15 –19 –2

Key figures, SEK M 2002 2001 2000

Growth, % 3 24 14

Operating cash flow –20 – –

Total assets 117 114 114

Shareholders’ equity 48 41 32

Equity ratio, % 41 36 28

Net debt/receivable –22 –24 –38

Total number of employees 232 234 205

Average number of employees 234 201 177

Value added per employee 0.5 0.6 0.5

XDIN

BURE EQUITY AB | 45

Future prospectsFor the current year, Xdin expects to increase sales, but mainly to

improve margins considerably compared with 2002.

Bure’s involvementBure is the principal owner in Xdin with 57 per cent of capital. The

remaining portion is owned by Xdin’s founders and staff.

Bure made its first investment in Xdin at the end of 2001. The

company was at that time identified as an attractive investment

on the basis of its innovative ability and its strong position in the

Swedish automotive industry.

During 2002, Bure contributed to a strengthening of the man-

agement team and implemented a large number of actions to im-

prove profitability in 2003.

In September 2002, Bure implemented a new share issue in

Xdin for SEK 22M. This strengthened the company’s financial po-

sition ahead of further expansion and resulted in Bure increasing

its ownership from 35 to 57 per cent.

31 March 2003

Bure’s ownership, % 57

Date of acquisition 2001

Book value, SEK M 18

Book value, SEK/share 0.20

The company’s future direction and operations

CITAT

Citat provides marketing and information departments with serv-

ices and system solutions, which make the process for market

communication and information more efficient.

Enhances the efficiency of process for communicationsThrough a combination of IT and product services, Citat helps its

customers make the communication process more efficient. It

means that customers get control over brand, time and costs.

Citat works with the following areas of operation: Marketing Re-

source Management (MRM), Information Management,

Datawarehouse Management and security-critical systems. Citat

has around 230 staff and offices in Stockholm, Gothenburg,

Malmö and Västerås. Customers include Ericsson, FMV, Volvo

Trucks, Apollo, H&M, Skandia, Fritidsresor and Canal+.

Citat’s main competitor is the British Tag and Swedish Cross-

Media. Although the market matured during the past year and

customers have become more cautious and delayed their invest-

ments decisions at the same time as the number of competitors

increased, the analysis company Gartner Group expects that the

market for MRM systems will continue to show good growth in

the future.

Control over brand, time and costsCitat helps companies handle their information and marketing

faster and more cost-efficiently with the aim of getting control

over brand, time and costs. Citat offers consulting services,

system solutions and production within these areas.

2002 in brief• Citat succeeded in advancing its position despite the weak

economy. At the beginning of the year, Gartner Group ranked

the company as the market leader in Europe. This was

strengthened by a rise in its order intake at the end of the year.

• Cost adaptations totalling SEK 24M were implemented to im-

prove profitability for 2003.

• Citat’s presence was extended to southern Sweden, with an

office in Malmö.

• An exclusive partner agreement for Scandinavia was signed

with Aprimo, a leading American company within Marketing

Resource Management.

• Adrian, which specialises in IT solutions for market communi-

cation, was acquired and a new image management company

was established.

Statement of income, SEK M 2002 2001 2000

Net sales 222 280 303

Operating expenses –228 –272 –313

Adj. operating result before goodwill amortisation –6 8 –10

% –2.7 2.6 –3.3

Items affecting comparability –11 –21 –2

Exit result 0 37 0

Share in results of assoc. companies 0 0 0

Operating result before goodwill amortisation –17 24 –12

% –7.7 8.4 –4.1

Goodwill amortisation –8 –7 –6

Operating result –25 17 –18

Financial income and expenses –4 –4 –2

Result before taxes –29 13 –20

Minority interest and taxes 6 –8 –4

Net result –23 5 –24

46 | BURE EQUITY AB

Key figures, SEK M 2002 2001 2000

Growth, % –211) –81) 45

Operating cash flow –17 4 –24

Total assets 187 195 220

Share capital 0.9 0.9 0.9

Shareholders’ equity 47 68 58

Equity ratio, % 25 35 26

Net debt/receivable –77 –58 –77

Total number of employees 223 241 316

Average number of employees 232 262 280

Value added per employee 0.6 0.6 0.51) Adjusted for divested units, sales declined by 14 per cent in 2002 and rose

16 per cent in 2001.

Future prospectsFor the current year, Citat expects to increase sales, but mainly to

improve margins sharply compared with 2002.

Bure’s involvementBure is the principal owner of Citat with a 77 per cent sharehold-

ing, compared with the year-end holding of about 75 per cent.

The remaining portion is owned by the founders and staff.

Bure acquired its holding in Citat in 1996. Since then, Citat

has grown, both organically and via acquisition. Bure has con-

tributed to the company's expansion by providing experience

within the InfoMedia sector and financial resources for structural

transactions.

During 1999, Citat acquired DaCapo, a supplier of marketing

and sales systems which later changed its name to Citat Solu-

tions. In the following year, Citat acquired Reptil, which operates

in the digital handling segment, and Data Unit, an IT consulting

company. These acquisitions strengthened Citat’s offer of com-

prehensive communication.

At the beginning of 2001, Citat divested the event company,

Convenio, and the film production company, Stark. The sale

meant a consolidation of Citat’s operations within system solu-

tions for marketing communications.

In April 2002, Citat acquired Adrian, which specialises in IT

solutions for market communication. The acquisition strength-

ened Citat as a leading supplier of services and system solutions

which make the process for communication more efficient. Citat

signed two partner agreements during 2002. Aprimo, a leading

US company within market communication, and Interwoven,

which supplies content solutions, were linked to Citat. The part-

nerships involve close collaboration relating to sales and within

research and development.

Citat’s market has matured in the past year and there are now

several operators in the international arena similar to Citat.

31 March 2003

Bure’s ownership, % 77

Date of acquisition 1996

Book value, SEK M 23

Book value, SEK/share 0.20

Informator carries out training programmes aimed at strengthen-

ing companies’ IT competence at all levels, from the most ad-

vanced leading-edge knowledge, to certification and user training.

Leading competence development in IT and process managementInformator has been in business for more than ten years and now

has a well-established brand name in the markets in which the

Group operates. The Group has around 150 staff in Sweden and

Germany. Customers include Ericsson, Volvo, Cap Gemini Ernst

& Young, the Swedish Parliament, the German Parliament and

Renault in Germany. Informator's main competitors in Sweden

are Cornerstone, Jönsson&Lepp, Learning Tree, Azlan and Lexi-

con. However, the market is highly fragmented and there is no

dominant player. However, the weak market in recent years has

resulted in price pressure.

In Germany, the Group works under the name Prokoda and is

represented in ten locations. The service portfolio in Sweden and

Germany are similar to each other, but there are some differ-

ences. Prokoda, for example, has a larger portion of fixed sup-

port contracts and focuses more of training on the user side. His-

torically, Prokoda has been exclusive supplier to its customers if a

framework agreement exists, but this is now changing, which has

resulted in stiffer competition.

Strategic competence developmentInformator has a well-tested method for strategic competence

development within IT and project management. The method,

The company’s future direction and operations

INFORMATOR

BURE EQUITY AB | 47

the Informator model, is based on long-term planning and is

aimed at supporting customers in their continual competence

development.

Broad and extensive product supplyInformator offers comprehensive training programmes in IT and

project management, including:

• High quality, leading-edge courses and pioneering training pro-

grammes within advanced IT training for system developers,

programmers and network engineers as well as for administra-

tive and leading staff within IT functions.

• User training which includes basic courses for less experi-

enced computer users as well as more advanced courses for

skilled users. The supply consists mainly of courses developed

by Informator, partner training programmes for major manufac-

turers such as Microsoft and Novell, and a large supply of the

market’s foremost e-learning products.

2002 in brief• The market for IT training programmes was very weak and saw

increased price competition as a result. Many companies in the

IT training sector were forced out of business.

• The German IT training company, Prokoda, was acquired at

the end of 2001 and was integrated into Informator Training

Group during 2002.

• During 2002, the focus was on adapting the cost volume to the

companies’ earning capacity.

• In December, Informator Training Group reduced its ownership

in its Norwegian subsidiary to 19.9 per cent.

Statement of income, SEK M 20022) 20011) 20001)

Net sales 186 166 212

Operating expenses –224 –185 –190

Adj. operating result before goodwill amortisation –38 –19 22

% –20.5 –11.4 10.4

Items affecting comparability –11 –11 0

Exit result 0 0 0

Share in results of assoc. companies 0 0 0

Operating result before goodwill amortisation –49 –30 22

% –26.2 –18.4 10.4

Goodwill amortisation3) –120 –9 –9

Operating result –169 –39 13

Financial income and expenses –6 –11 –4

Result before taxes –175 –50 9

Minority interest and taxes 0 2 –1

Net result –175 –48 81) Only the Informator Group2) Informator/Prokoda pro forma3) Including nonrecurring write-down of SEK 108M

Key figures, SEK M 2002 2001 2000

Growth, % 121) –22 13

Operating cash flow –32 –23 20

Total assets 189 184 264

Shareholders’ equity 40 50 109

Equity ratio, % 21 27 42

Net debt/receivable –26 –95 –84

Total number of employees 155 93 88

Average number of employees 194 114 142

Value added per employee 0.2 0.3 0.61) Including acquired sales of Prokoda. Excluding the acquisition, sales declined 50

per cent.

Future prospectsInformator foresees continued weak markets for IT training in

2003. Accordingly, sales are expected to decline but it is antici-

pated that cost savings will improve earnings considerably com-

pared with 2002.

Bure’s involvementBure owns 100 per cent of Informator Training Group.

Informator has expanded significantly since Bure became its

owner in 1998. The build-up has largely been achieved through

the acquisition of companies with complementary activities within

IT training. Fama Datautbildning, Nordisk Datautbildning AB and

Informator Utbildning Svenska AB were acquired in 1998. During

1999, Bure acquired Network Management, Net Center Svenska

and Scribona Education Center. At the end of 2001, the German

IT training company, Prokoda was acquired.

Bure has contributed to integrating the operations acquired

over the years.

During 2002, the focus was on adapting Informator’s cost

volume with the aim of improving the profitability of the operation

and on integrating Prokoda into Informator.

Bure anticipates a continued weak market for IT training pro-

grammes.

31 March 2003

Bure’s ownership, % 100

Date of acquisition 1998

Book value, SEK M 0

Book value, SEK/share 0.00

The company’s future direction and operations

48 | BURE EQUITY AB

SIMONSENSimonsen provides materials, laundry and capital goods, in par-

ticular for the health care sector. The company is established in

Sweden, where it has seven locations, Denmark and Norway. It is

organised in three divisions: Materials, Laundry and Products.

The Materials division provides the care sector with frequent-

use consumables with the aid of the One-Stop concept. This in-

volves overall responsibility for the supply function, including pur-

chasing, stock-keeping, electronic orders, deliveries packed by

department, feed-back and advice. The Laundry division offers

different laundry service solutions. The Product division sells

leading brand capital goods such as surgical instruments, ultra-

sound and surgical equipment.

With sales of slightly more than SEK 500M, the Materials Divi-

sion is the market leader in the market for frequent-use consum-

ables for county councils and municipalities. The value of this

market is estimated at between SEK 4–6bn. Since the county

councils have large deficits, a more efficient handling is attractive

to them, because they can focus increasingly on their core activi-

ty, to care for patients. The municipalities do not have the same

knowledge about care items as the county council and therefore

have greater difficulties with professional procurement.

Competition in this market is primarily from Kronans Droghan-

del and Tamro, which within certain product groups conduct third-

party logistics, that is, stocking and distributing of goods, but per-

mit the customer to handle the purchasing function.

The laundry market comprises hotel and industrial laundering and

public-sector laundering. Simonsen operates in the latter seg-

ment. The market in the public sector amounts to about SEK

600M and is divided largely evenly between Berendesen, Simon-

sen and the county laundries. In public procurement, heavy em-

phasis is often on price and less focus on other values such as

service and cost savings in the county councils. With the existing

laundry structure, purchases by the county councils are highly de-

cisive, since they have a major impact on earnings if the bid is won

or lost. Accordingly, competition between the players is intense.

Simonsen reported annual sales of SEK 944M and earnings

after net financial items of about SEK –113M. The company has

about around 720 staff.

Future prospectsThe company has initiated an action programme to improve

earnings. All divisions will focus on profitability in the near future.

Bure’s involvementBure’s first investment in Simonsen was in 1996 and resulted in

an ownership interest of 80 per cent. In December 2002, Bure

acquired another 15 per cent in the company. On 20 December

2002, Länia Material AB requested the Board of Simonsen to ini-

tiate compulsory redemption of the minority interest in Simonsen.

To improve Simonsen’s financial position, Bure paid a share-

holders’ contribution of SEK 113M on 31 December 2002. Dur-

ing 2003, Simonsen will require additional capital contributions

for investments in machinery.

31 March 2003

Bure’s ownership, % 95

Date of acquisition 1996

Book value, SEK M 0

Book value, SEK/share 0.00

CELEMICelemi assists large companies to quickly and efficiently com-

municate key messages and to motivate and mobilise people to

act in line with the company’s goals. Business simulations and

customised solutions assist people to understand the overall

view and how they personally can contribute – a prerequisite for

strategic change and visible results.

The company operates in more than 30 countries and has

around 60 staff. The company has two business areas: Celemi

Learning Business and Celemi Learning Consulting. Combined

with a large network of partners world-wide, Celemi offers strong

local presence and support for global customers.

Celemi Learning Business, which accounts for one third of

sales, is a market leader in business simulation. The broad prod-

uct portfolio contains such best-sellers as Äpplen & Päron™,

Decision Base™ and Tango. Through these simulations, people

are provided the possibility to increase competence in various

The company’s future direction and operations

BURE EQUITY AB | 49

business concepts. Sales are through a network of dealers: Cele-

mi Solution Providers.

Celemi Learning Consultants, which accounts for about two

thirds of sales, specialises in customised solutions for strategic

communications and change. The customer’s strategic goals

and needs are analysed. Thereafter, in close co-operation with

the customer, a learning programme is developed that results in

the desired understanding and action by the target group. Cele-

mi’s tools can be applied in innumerable business problems and

are applied by companies for example to implement new strate-

gies, launch new products, strengthen brands and increase op-

erational efficiency.

The market for business simulation and learning programmes

is highly fragmented and there are no direct competitors.

Swedish BTS and American Zodiak and Root Learning are, how-

ever, a few of the large players.

Celemi’s sales in 2002 amounted to about SEK 120M and re-

sult after net financial items was SEK 6.6M. Arne Leeb-Lundberg

is President since 1 November 2002.

Future prospectsManagement assesses that the conditions for growth in this

market are highly favourable and therefore expect steady sales

growth in the years ahead.

Bure’s involvementBure invested in Celemi during summer 2001. Its ownership

amounts to 32 per cent.

31 March 2003

Bure’s ownership, % 32

Date of acquisition 2001

Book value, SEK M 19

Book value, SEK/share 0.20

RETEARetea is a consulting company based in Stockholm, which offers

procurement services within the data communication, electrical

engineering, electricity supply, telephony systems and teletech-

nology segments. In addition, Retea provides corporate law com-

petence in mainly contract law and IT law. Within each business

area, the company offers design, procurement, planning and im-

plementation support. Examples of some specialist services that

Retea offers are quality measurement of telephony systems and

management of property networks. Based on a selection of tech-

nical measurements and personally conducted quality measure-

ments, conclusions and recommendation are presented.

Retea is one of the market leaders in its niche. An important

competitive factor is that the company is independent of suppli-

ers and products. A predominant portion of Retea’s customers

are in the public sector.

The company has around 50 staff and reports sales in 2002

of approximately SEK 45M and earnings after net financial items

of about SEK 6.5M. Mikael Vatn has been President since the

turn of the year.

Future prospectsIn the years immediately ahead, the management of Retea in-

tends to strengthen the company’s position in all areas of opera-

tions, among other measures through further development of the

service concept. A long-term sustainable operating margin is es-

timated at above 10 per cent.

Bure’s involvementBure became the principal owner of Retea in autumn 2001. Its

ownership is 100 per cent.

31 March 2003

Bure’s ownership, % 100

Date of acquisition 2001

Book value, SEK M 29

Book value, SEK/share 0.30

The company’s future direction and operations

50 | BURE EQUITY AB

LISTED COMPANIES

SCRIBONABure’s ownership in Scribona amounts to 35 per cent of the capi-

tal. Bure became a principal owner of the listed company, Scri-

bona, in 1995.

The company’s business area Information Services became

the platform for Bure’s investment in the infomedia sector. In

1998, Scribona was streamlined when the Information Services

business area was spun off and listed on the stock exchange.

Scribona then focused on distribution of IT products and IT solu-

tions as well as high-tech office equipment and related services.

In Spring 2001, Scribona acquired the Norwegian IT distribu-

tor PC LAN.

Today, Scribona is the leading supplier of IT products and so-

lutions in the Nordic region. The company has approximately

1,500 employees. Scribona’s customers are offered leading-

edge knowledge about the products, the leading ebusiness sys-

tems in the sector, optimised product accessibility and a wide

range of supplementary services.

Operations are organised into three business areas: Scribona

Solutions works with the value-adding distribution of products

and services within IT infrastructure; Scribona Distribution pro-

vides volume distribution of IT products; Scribona Brand Alliance

is an exclusive agent for a number of leading brands in the Nordic

IT market.

The Scribona share is quoted on the A list of Stockholms-

börsen and has a secondary listing on the Oslo Stock Exchange.

For 2002, Scribona reported net sales of SEK 12,808M

(11,872). Operating profit before goodwill amortisation amounted

to SEK 28M (9). After taxes, the company reported a loss of SEK

–33M. At year-end 2002, the company’s share capital amounted

to SEK 102M and shareholders equity amounted to SEK 957M.

Scribona did not pay a dividend to Bure during 2002.

Tom Ekevall Larsen took over as President in March 2003.

DIMENSIONBure’s ownership in Dimension amounts to 33 per cent. Bure’s

original investment in the company was made in 1998.

Dimension is an integrator of business-critical IT infrastruc-

tures. The company offers products and services relating to ad-

vanced data storage, security and service solutions. Dimension

also offers leading-edge competence for integration of software

in the telecom industry and catalogue services for efficient and

secure IT operations. The company possesses market-leading

technical competence within IT infrastructure and creates rev-

enues from three different types of business: Consulting opera-

tions, Support & Operation and Systems, which involves delivery

of product-based solutions. The company has around 300

employees.

Following a strong sales and earnings trend in Sweden, Di-

mension expanded in the Nordic countries and the Baltic States

during 2000 and 2001. The Group currently operates in Sweden,

Norway, Denmark, Finland, Latvia and Lithuania.

Fiscal 2002 was characterised by a very weak willingness to

invest among customers. The Support and Consulting business-

es developed significantly better.

At the beginning of 2003, the majority shareholding in the dis-

tributor operation of Next Nordic was divested.

The Dimension share has been quoted on the O list of Stock-

holmsbörsen since February 2001.

Dimension’s net sales for 2002 amounted to SEK 1,118M

(1,173). The operating result before goodwill amortisation was

SEK –187M (–20). The result included restructuring costs of SEK

–42M (–11).

Örjan Frid took over as President in March 2003.

TELECAIn January 2002, Bure acquired approximately 16 per cent of the

share capital in the newly formed company, Teleca/AU-System

through a wholly owned subsidiary.

Teleca is an international consulting company that develops

and applies advanced technology. The company’s business con-

cept is to strengthen customers’ market positions and shorten

their development periods. Teleca develops and integrates solu-

tions for technically oriented, software-intensive customers

throughout the world. The company has more than 2,500 em-

ployees in 15 countries in Asia, Europe and the United States.

In February 2003, Bure sold 164,000 A shares to Danir, which

is owned by Teleca’s Board Chairman Dan Olofsson. Following

the sale, Bure owns 15.8 per cent of the share capital and 14.8

per cent of the votes.

The share is quoted on the O list of Stockholmsbörsen,

Attract 40.

Teleca’s net sales for 2002 amounted to SEK 2,090M (1,188).

The Group’s operating profit before goodwill amortisation

amounted to SEK 198M (181).

The company’s future direction and operations

BURE EQUITY AB | 51

HOLDINGS VIA NORDIC CAPITAL

Bure has invested in venture capital funds via Nordic Capital

since 1993. Nordic Capital has a diversified fund portfolio with

holdings in unlisted, mainly mature companies. Many of the hold-

ings are in the Life Science segment.

In parallel with investments via Nordic Capital’s funds, Bure

has made direct investments in the following Nordic Capital com-

panies: Mölnlycke Health Care, Gislaved Folie and Elmo Leather,

among others.

On 31 December 2002, the book value of Bure’s indirect and

direct investments in the Nordic Capital companies amounted to

SEK 719M (681). Bure’s investments during the year amounted

to SEK 39M.

Several of the companies in the Nordic Capital portfolio are

ready for a stock market flotation or sale when the capital market

has stabilised.

Bure’s remaining investment undertakings amounted to SEK

86M on 31 March 2003. This does not include a management fee,

which during the period up to 2010 could amount to SEK 69M.

MAJOR HOLDINGS VIA NORDIC CAPITAL

Largest holdings via % of share Book value, Nordic Capital capital SEK M

Mölnlycke Health Care 16.66 367

Trenor Holding (Ahlsell, BE Steel, Reynolds) 4.70 78

Sonion 4.37 47

Wilson Logistics 8.65 39

Dynal Biotech 3.22 37

Other holdings 184

Total 752

MÖLNLYCKE HEALTH CAREMölnlycke Health Care – one of the world’s leading companies in

the disposable surgical and wound-treatment products sectors.

Acquisition-based profitable growthMölnlycke Health Care is one of the world’s leading companies in

the disposable surgical and wound-treatment products sectors.

The company was formed through the merger of the surgical

products unit of Sweden’s SCA with Finland’s KolmiSet and

America’s Johnson & Johnson’s Barrier operations. During 2002,

Mölnlycke Health Care posted sales of about SEK 4,400M, with

approximately 3,800 employees.

Mölnlycke Health Care’s operations are organised in two

business areas: Surgical Products and Wound-Treatment

Products.

Surgical ProductsThe Surgical Products business area, which produces and mar-

kets disposable products for emergency care and support, ac-

counted for 75 per cent of the Group’s total net sales in 2002.

Sales are conducted under three different brands: Barrier, Klin-

idrape and ProcedurePak. Following the acquisition of Barrier in

2001, Mölnlycke Health Care is currently the world’s number one

supplier in this product segment.

Mölnlycke offers one of the broadest ranges of patient cloth-

ing and surgical gowns, hats and masks in the market. The busi-

ness area also produces complete packages of customised

“trays” containing all the equipment needed for specific types of

surgery. The package solutions are delivered only when the con-

tents are to be used and approximately 35 per cent of the con-

tents consist of products from Mölnlycke. The balance is made

up of other clinical products.

The toughest competition to Mölnlycke comes from the

reusable textiles segment, which are often produced and market-

ed by local companies. In the US, disposable articles account for

more than 90 per cent. A similar situation applies in the Nordic re-

gion. In the rest of Europe, there is equal use of disposable arti-

cles and reusable textiles.

Mölnlycke Health Care is the world’s second largest producer

and supplier of disposable surgical products. In Europe, Möln-

lycke is by far the largest player, with a production volume that is

three times as large as its closest competitor.

Annual growth for disposable surgical products is currently

about 7–10 per cent in Europe and close to zero in the US.

Although growth is high in other markets the effect on Mölnlycke

is limited, since sales in these markets are currently low.

Wound-treatment productsIn 2002, Wound-treatment products business area accounted for

approximately 25 per cent of Mölnlycke’s total net sales. The

business area produces and markets both advanced and basic

wound-treatment products. This latter category includes prod-

ucts that protect wounds from infection and absorb blood and in-

fected fluids. Advanced products include products that assist in

The company’s future direction and operations

52 | BURE EQUITY AB

the healing of wounds. Sales are conducted under the Tendra

brand. Advanced wound-treatment products account for 60 per

cent of the brand range, and basic products for 40 per cent.

Mölnlycke’s patented silicon technology, Safetac, represents

the platform for a series of advanced wound-treatment products.

In total, five bandages have been launched based on Safetec and

sales of these products increased by more than 50 per cent dur-

ing 2001 and 2002. Global sales of advanced wound-treatment

products are currently growing at the rate of 15–20 per cent per

year.

During 2002, an agreement with Artimplant for the develop-

ment of advanced products for the treatment of deep wounds

was renegotiated into a license agreement. An important step

was also taken to spread Safetac technology outside the care

sector through the signing of an agreement with Johnson &

Johnson for distribution of an incision-wound dressing based on

this technology in the US consumer market.

Products for emergency and home care applications in the

professional care segment are also sold through the Wound-

Treatment Products business area.

The global market for wound-treatment products is fragment-

ed and Mölnlycke is one of seven main players. The market

leader is Johnson & Johnson, which has an estimated approxi-

mately 11 per cent share of the market. However, Mölnlycke is

growing more rapidly than the market as a whole, due to the

company’s strong position within advanced wound-treatment

products.

Finn Johnsson is the company’s president and Gösta Wiking

is Board Chairman. The registered office of the Board is in

Gothenburg. The three main owners are Nordic Capital, Bure and

Seventh AP Fund.

2002 in brief• Operating profit before goodwill amortisation and items affect-

ing comparability rose by 13 per cent.

• Continued improvements in Q4 following the integration of the

Barrier acquisition.

• Nonrecurring expenses and delivery problems had an adverse

effect on operating earnings.

• Significant improvements in net sales, earnings and cash flow

for Wound-Treatment Products and in the European market.

• A new business system was implemented.

• R&D investments will lead to a number of new launches

during 2003–04.

Statement of income, SEK M 2002 2001 2000

Net sales 4,361 3,658 2,070

Operating expenses –4,027 –3,361 –1,818

Adj. operating result before goodwill amortisation 334 297 251

% 7.7 8.1 12.1

Items affecting comparability –81 – –

Operating result before goodwill amortisation 253 297 251

% 5.8 8.1 12.1

Goodwill amortisation –76 –68 –42

Operating result 177 228 210

Financial income and expenses –153 –121 –60

Result before taxes 24 108 149

Minority interest and taxes –97 –28 –69

Net result –74 80 80

Key figures, SEK M 2002 2001 2000

Growth, % 19 77 –1

Total assets 4,289 4,617 2,413

Share capital 413

Shareholders’ equity 959 1,071 681

Equity ratio, % 22 23 28

Net debt/receivable –2,222 –2,083 –917

Average number of employees 3,749 4,566 1,917

Bure’s involvementBure owns approximately 16.7 per cent of Mölnlycke Health Care

and around 14 per cent after dilution, about half of which is man-

aged by Nordic Capital’s funds.

During 2002, Bure did not receive a dividend from Mölnlycke

Health Care.

AHLSELLA full-service wholesaler

Large supply of products and local presenceAhlsell is one of the largest trading companies in the installation

products and tool sectors in the Nordic countries. The company

commenced operations as early as 1877 and has subsequently

conducted a large number of acquisitions to achieve its present

position. Today, the company has around 3,000 employees.

Ahlsell’s operations are conducted through five business

areas: Heating-Ventilation-Sanitation, Electricity, Tools, Refrig-

eration and DIY (Do-it-yourself).

Heating-Ventilation-SanitationThis is Ahlsell’s largest business area and accounted for more

than 50 per cent of the Group’s total net sales in 2002.

The company’s future direction and operations

BURE EQUITY AB | 53

ElectricityThe Electricity business area accounted for 27 per cent of the

Group’s total net sales in 2002.

Tools Tools, the third largest of the Group’s business areas, accounted

for 12 per cent of total net sales in 2002.

RefrigerationThe Refrigeration business area accounted for about 4 per cent

of the Group’s total net sales in 2002.

DIYThe DIY business area accounted for about 5 per cent of the

Group’s total net sales in 2002.

Statement of income, SEK M 2002 2001 2000

Net sales 10,069 8,589 7,411

Operating result before goodwill amortisation 361 369 399

Bure’s involvement in AhlsellThrough its involvement in the Nordic Capital venture capital

fund, Bure owns approximately 4.7 per cent of the shares in

Ahlsell and around 4.3 per cent after dilution.

HILDING ANDERSHilding Anders was founded in Bjärnum, Sweden, in 1939. Since

then the Group has developed from a local player to become one

of the leading producers of beds and mattresses in Europe, with

operations in 16 countries. Hilding Anders’ growth strategy has

led to a number of strategic acquisitions in recent years, of which

the largest were Slumberland Holding AG, with operations in Bel-

gium, the Netherlands, Germany, the United Kingdom and Ire-

land. At the end of 2002, Hilding Anders acquired the Dunlopillo

bed and mattress business in the UK and Ireland. During 2002,

Hilding Anders posted net sales of SEK 3.7bn, with operating

profit before goodwill amortisation of SEK 528M. The Group has

a total of approximately 2,400 employees.

Statement of income, SEK M 2002 2001 2000

Net sales 3,656 3,100 1,001

Operating result before goodwill amortisation 528 396 155

Bure’s involvement Under the management of Nordic Capital, Bure owns approxi-

mately 4.3 per cent of Hilding Anders and around 3.9 per cent

after dilution.

VENTURE CAPITAL & INCUBATORS

Holdings in early phasesBy investing in Bure Venture Capital & Incubators, Bure gains an

insight into the early development phases, especially of opera-

tions within the IT sector, such as advanced IT application.

In accordance with its adopted strategy, Bure reduced its in-

vestments within the Venture Capital sector during the second

quarter of 2002. Values of the holdings within Innovationskapital

were realised as a result of which SEK 122M was released and

an exit result of SEK 40M generated. The reduced exposure with-

in Venture Capital is in line with Bure’s objective of focusing on

large industrial holdings within selected sectors.

Bure’s largest incubators – companies that help to develop

ideas into fully fledged and divestible companies – are CR&T and

Newmad. Both companies carry out consulting operations and

have a broad network within research, which gives them access

to both competence and high-quality ideas.

CR&TCR&T (Carlstedt Research & Technology AB) is a research-orient-

ed consulting company with incubator operations. During the past

two years CR&T has reported very weak earnings. In 2002, net

sales amounted to SEK 20M (34) and an operating loss, before

goodwill amortisation, of SEK 36M (loss: 50). The result was

charged with participations in the results of associated companies

in an amount of SEK 23M (loss: 50). A forceful action programme

and restructuring measures to limit further losses is under ap-

proval and are expected to be implemented before autumn 2003.

These measures will be implemented in line with Bure’s strategy to

reduce the Company’s involvement in indirect holdings.

In addition to its holding in CR&T, Bure has an investment un-

dertaking in CR&T Ventures venture capital fund, which on 31

March 2003 amounted to SEK 54M. In addition, there is a man-

agement fee, which during the period up to 2007 could amount

to a maximum of SEK 23M.

NEWMADNewmad was formed in 1998 as a spin-off from two research

institutes. Newmad is currently a commercial research and

consulting company with a focus on wireless IT.

Net sales for 2002 amounted to SEK 13M (7) and operating

result to SEK 1M (–8).

The company’s future direction and operations

54 | BURE EQUITY AB

INNOVATIONSKAPITALInnovationskapital invests in high-tech companies that are in an

early stage of their development.

In March 2003, Bure sold 50 per cent of its holding in Innova-

tionskapital Fund III. In May a further 50 per cent of the remaining

holding and investment undertaking.

Following this, Bure has a remaining investment undertaking,

excluding management fee, of about SEK 38M in Innovation-

skapital Fund III. On top of this, comes the management fee,

which up until 2011 can amount to a maximum of SEK 13M.

PersonnelDuring 2002, Bure had an average of 35 employees in the Parent

Company, of whom 20 have an academic education at university

or advanced studies level. During Q1 2003, the average number

of employees amounted to 27.

The age of Bure’s personnel is relatively evenly distributed be-

tween people of between 20–60 years of age. Women account

for 45 per cent of the workforce and men 55 per cent.

Most of the employees work with Bure’s potential and existing

investments via investment teams. Other parts of the organisation

are actively and directly engaged in working with and on behalf of

the holdings.

The number of employees has increased in pace with Bure’s

expansion. During the past three years, 30 persons have been

employed. Fourteen persons have been employed within the

Company for more than three years. Personnel turnover based on

voluntary retirements amounted to 6 per cent during the period 1

January 2002 to 1 January 2003. During the past year, the num-

ber of employees declined due to the Parent Company organisa-

tion being reduced as the extent of Bure’s operations decreased.

An average of more than 3,000 people worked within the

Group during 2002. The age and gender distribution and the pro-

portion of academics varies between the different companies. The

number of employees in the Bure Group has declined since 1998–

99, primarily because two Bure subsidiaries, Capio and Observer,

were spun off during 2000. In 1998, the average number of em-

ployees in the Bure group was slightly more than 6,300 persons.

The company’s future direction and operations

Distribution as per 31 December 2002. Distribution as per 31 December 2002. Distribution as per 31 December 2002.

AGE DISTRIBUTION CATEGORIES YEARS OF EMPLOYMENT

No. of persons

Men

Women

Year0

2

4

6

8

10

51-6041-5031-4020-30

Investment teams52%

Accounts and administration

31%

President and Communications

17%

No. of persons

Year0

5

10

15

20

25

7–94–61–3

BURE EQUITY AB | 55

Important commitmentsWith the exception of eventual commitments to pay supplemen-

tary purchase prices and implement additional acquisitions, see

page 23, the investment undertaking is based on the fund agree-

ment, see page 23, sureties and guarantees for portfolio compa-

nies, see page 22, and tax guarantees given in conjunction with

divestments, see section Tax guarantees for divestments below,

the Group has no commitments that could have significant ef-

fects on the Group.

Credit agreementsFor a description of Bure’s credit agreements, see “Comments

on financial development” in the section entitled “Liquidity”.

Tax guarantees for divestmentsIn conjunction with three divestments, Bure has assumed limited

guarantees for eventual negative tax consequences in the divest-

ed companies. None of the buyers placed demands based on

tax guarantees.

InsuranceThe company has conventional business insurance that is updat-

ed regularly with regard to changes in the need for insurance cov-

erage. The Board of Directors of Bure believes the Company’s

current insurance coverage is adequate in relation to the present

situation and with due regard for the nature and scope of current

business operations.

DisputesBure and its subsidiaries and associated companies have, in ad-

dition to the following, no current disputes or processes whose

likely outcome could lead to any significant negative conse-

quences for Bure’s result and financial position. Bure or relevant

companies believe that necessary provisions have been made.

However, the liquidity of Bure, its subsidiaries or associated com-

panies can be affected by the outcome of the following disputes

and processes.

Carl Bro A/S• There is a dispute pending between the Hellenic Cadastral

Consult consortium, of which Carl Bro A/S as well as Sagric In-

ternational Pty Ltd and Eurodynamics Consulting S.A. are

members, and Ktilametalogio S.A. concerning claims for re-

payment of fees and ethical compensation in conjunction with

the consortium’s work on a project for development of nation-

wide map systems in Greece. EU-funds were used to finance

75 per cent of the project. The counterpart’s claims amount to

EUR 9.1M (about SEK 83.9M). The counterpart has also re-

served the right to demand compensation totalling EUR 57.9M

(about SEK 534.0M) corresponding to the withdrawal of EU

contributions. The consortium’s members are jointly account-

able for the consortium’s obligations. Carl Bro A/S owns 34 per

cent of the consortium.

• There is a dispute pending between Carl Bro A/S, on one side,

and Datea A/S and Kuben A/S, on the other, concerning com-

pensation claims for late system deliveries. Carl Bro A/S could

be held liable to repay contract remuneration totalling DKK

7.7M (about SEK 9.6M) as well as customer costs incurred to

acquire corresponding systems.

• There is a dispute pending in the Danish Court of Arbitration

between Carl Bro Byg A/S and Nordsjællands Biogasanlæg I/S

concerning compensation claims for faulty implementation of

planning assignments. The claim from Nordsjællands Bio-

gasanlæg I/S amounts to DKK 30M (about SEK 37.2M). Carl

Bro Byg A/S has a project liability insurance policy that covers

up to DKK 25M (about SEK 31.0M).

OTHER INFORMATION

56 | BURE EQUITY AB

• There is a dispute pending between Carl Bro Ltd and Farrans

Constructions concerning compensation claims for incorrect

advice. The claimant’s demand amounts to about GBP 3M

(about SEK 38.8M).

There are also three other minor disputes pending in Carl Bro

involving somewhat lower claims corresponding to a total of SEK

18M.

Tax casesMercuri International Group AB• There is a dispute pending between Mercuri International

Norge AS and the Norwegian tax authorities concerning the

deductibility of royalties paid during the years 1989 through

1997. The disputed tax amount totals NOK 6.4M (about SEK

7.5M), including interest and additional tax charges. According

to the transfer of ownership agreement, the sellers of Mercuri

International Norge AS have guaranteed liability for the tax dis-

pute and are obliged to compensate Mercuri International

Norge AS for the tax claim and costs incurred in conjunction

with the tax dispute.

• There is a dispute pending between Mercuri International Fin-

land Oy and the Finnish tax authorities concerning the right to

deduct liquidation losses incurred in conjunction with restruc-

turing during year 2000. If Mercuri International Finland Oy

loses the dispute, the Company will be obliged to pay approx-

imately EUR 1.5M (about SEK 13.8M) more in tax than previ-

ously estimated for the years 2002 to 2004.

Transactions with related partiesNo members of the Board of Directors, senior executives or the

Company’s auditors have had – either personally, via companies

or through related parties – any direct involvement in business

transactions implemented by the Company that were, or are, un-

usual by their nature or conditions, and which occurred during

the current or preceding fiscal year.

Neither has the Company granted loans, guarantees or con-

tingent liabilities for the benefit of Board members, senior execu-

tives or the Company’s auditors.

PropertiesBure’s head office is situated on Mässans Gata 8 in Gothenburg,

where the Company has premises comprising a total floor space

of 1,539 square metres. The lease extends through 30 June

2005. The period of notice is nine months.

Bure also has offices on Birger Jarlsgatan 13 in Stockholm,

where the Company leases 208 square metres of floor space.

The contract has been terminated as per 30 September 2003.

Within the Bure Group, there are current operational leasing

agreements that include total leasing obligations of SEK 695M,

distributed as SEK 133M that expires during 2003, SEK 352M

that expires during the years 2004–2007 and SEK 210M that ex-

pires during 2008 and later (see Note 9 in the financial accounts).

The Bure Group’s balance sheet also includes properties with a

total value of SEK 318M as per 31 December 2002. A property in

the Södermalm section of Stockholm accounts for SEK 208M of

this entry. The property is rented through financial leasing and is

used by Vittra for school activities. Under similar conditions, four

(4) properties are leased for the operations of the Simonsen sub-

sidiary, with a corresponding book value of SEK 76M.

Other information

BURE EQUITY AB | 57

All investments in securities are associated with risk, which

means that the sum invested could decrease in value or be lost in

full. The risk associated with an investment in Bure is consider-

able. Accordingly, the following risk factors and all other informa-

tion contained in this prospectus should be carefully studied be-

fore an investment is made in Bure’s securities. It is not claimed

that the risk factors noted below cover every aspect of the risk in-

volved, nor are the risk factors ranked in any particular order. Be-

cause of the diversity of operations conducted by the sub-

sidiaries, the risk factor tends to differ from unit to unit. The fol-

lowing risk factors sometimes relate to one specific subsidiary

and sometimes to several subsidiaries, or to the Bure Group as a

whole. If any of the circumstances described as a risk factor be-

low were to occur, it could result in Bure’s operations and earn-

ings being negatively affected.

LiquidityBure has reported substantial losses during the most recent two

years, which has resulted in a sharp deterioration in the Compa-

ny’s liquidity and financial position. On 6 April 2003, the Bure

Board of Directors decided on a new financing solution. The cur-

rent issues, which combined total approximately SEK 750M, be-

fore deductions for issue expenses (including guarantee costs)

and amortisation of short-term bridging financing in a maximum

amount of SEK 300M, coupled with the renegotiated credit

framework totalling SEK 1,200M and the short-term bridging fi-

nancing in a maximum amount of SEK 300M, together with the

profitability enhancement measures both taken and planned

within Bure, are expected to resolve the Company’s liquidity

requirements.

The Board assesses that this financing solution will safeguard

the Company’s financing in a medium-term perspective. Howev-

er, it cannot be ruled out that circumstances may arise that are

beyond Bure’s control and which could have such an adverse

effect on the Company’s earnings and financial position that the

Board’s assessment could be changed.

Nor can it be guaranteed that the proposed issues will be

concluded as intended. If the Company is unsuccessful in raising

the necessary capital, there is a risk that Bure will not be able to

continue its operations in accordance with the Company’s new

direction. Although the guaranteed issue amount of SEK 600M

will enable the Company to continue to operate, the financial

buffer needed in the event of any unforeseen negative events

would not be sufficient should the current issues contribute less

than SEK 750M before issue expenses (including guarantee ex-

penses).

Future capital requirementsEven if the issues in progress are concluded as intended, Bure

could find itself in a position in future in which the Company must

raise new capital. Bure has reported substantial losses and nega-

tive cash flow during the past two years. Although management

is expecting the Company to report positive cash flow, based on

Bure’s current direction and the proposed financing solution, it

cannot guarantee that the Company will attain this goal. If the

Company deviates from its planned development, it may be nec-

essary to consider additional capital contributions to finance op-

erating losses, the Parent Company organisation, investments,

RISK FACTORS

58 | BURE EQUITY AB

interest, repayments and similar expenses. The matter of capital

contributions from Bure, as owner or part owner, could also arise

based on the commitments of portfolio companies that they can-

not meet themselves.

There are no guarantees that additional capital can be ac-

quired on terms that are advantageous for the Company’s share-

holders, or that such capital contributions, if acquired, will be suf-

ficient to carry out Bure’s strategy. If Bure is unsuccessful in ac-

quiring the necessary capital in future, the continuation of the

Company’s operations cannot be guaranteed.

Exit marketThe weak stock market trend has made it more difficult to sell

both listed and unlisted companies in recent years, which has re-

duced exit opportunities for the Company. In the event that the

weak exit market persists, or deteriorates even further, Bure’s op-

portunities to engage in value-maximising divestments could be

affected, which would have an adverse impact on the Company’s

liquidity and overall financial position.

Stock market trendA negative trend in the stock market could affect the value of

Bure’s listed holdings and assessments of the value of Bure’s

unlisted holdings.

CyclicityThe general market conditions for most of the Bure subsidiaries

active in the IT and Media sectors (about 50 per cent of Bure’s

holdings based on book value) have been very weak in recent

years. In the event that the weak market conditions continue or

deteriorate even further, Bure’s opportunities to achieve and

maintain profitability and a positive cash flow will be affected. If

Bure is unable to achieve profitability and a positive cash flow, the

Company’s ability to finance investments will be made more diffi-

cult or impossible.

Key personnelAs in all other companies, Bure’s future development is depend-

ent on the skill, experience and commitment of its Board, man-

agement and other key personnel in both the Parent Company

and subsidiaries. Bure’s success is to a large extent dependent

on Group management’s ability to jointly with the management of

the individual companies develop the Group companies and sell

the right companies at the right time and thereby maximise

Bure’s value development. In a longer perspective, the ability to

successfully identify and implement acquisitions is also of deci-

sive importance. If one or more of these key personnel were to

leave the Group, Bure could be negatively affected. To avoid this,

to the extent it is possible, various forms of incentive programme

are employed in certain instances. Bure’s development is also af-

fected by the Company’s ability to recruit new, qualified person-

nel.

Acquisitions and divestmentsAll company acquisitions are associated with uncertainty. Prior to

any acquisition, an assessment is made with the aim of reducing

any risks related to the acquisition. Among other aspects, Bure

examines the target company’s development in regard to per-

sonnel, business concept, customer relations and administrative

and legal matters. However, a pre-acquisition assessment is not

always sufficient to assure success.

In conjunction with the divestment of a company, Bure as the

selling party may commit itself to guarantees. Future divestments

will be subject to comprehensive advance analyses to secure the

extent of any future guarantee commitments. Such guarantees

can vary in terms of financial effect and duration. Fulfilling such

guarantees could have negative financial consequences for Bure.

Parent Company’s loan exposure to portfolio companiesIn addition to exposure in the form of venture capital, the Parent

Company also has loan exposure to certain of the portfolio com-

panies. This means that the bankruptcy of any of the portfolio

companies could lead to shareholders’ equity in the Parent Com-

pany being reduced by the amount that exceeds the book value

of the portfolio company’s shares. It should also be noted that in

certain cases the Parent Company has issued support letters to

some of the portfolio companies’ external lenders and has also

signed guarantees related to other types of commitment in the

portfolio companies.

Risk factors

BURE EQUITY AB | 59

Write-down of sharesDuring the past year, Bure has significantly written down many of

the shares in its listed and unlisted holdings. The future develop-

ment of the unlisted companies and/or changes in external fac-

tors could reduce the value of these shares and necessitate fur-

ther write-downs of the book value. For the listed shares, write-

ups and write-downs are made on the basis of changes in the

companies’ share prices. Large write-downs of Bure’s shares

could lead to the Parent Company’s financial position being sig-

nificant weakened.

Earlier uncertainty about Bure’s financing It cannot be ruled out that uncertainty surrounding Bure’s financ-

ing prior to the announcement of the pending issue could have

affected the Group companies’ business potential over the short

term, in the form of relations with employees, suppliers and cus-

tomers. Nor can it be ruled out that the possible effects of this

could have a negative impact on the Group’s profitability in the

immediate future.

Operational risk in the portfolio companiesEach of the Bure portfolio companies is exposed to its own spe-

cific operational risks. However, for Bure the risk and depend-

ence on the successful development of each individual company

is reduced by the risk spread afforded by the number of its port-

folio companies. Bure is, however, considerably exposed to the

general trend within the sectors in which the Group is active,

namely IT, life science, technology consulting and manufacturing.

Financial and tax risks in the portfolio companiesCertain Group companies have had a weak financial position for

some time. The aim is to strengthen the financial position of these

companies through liquidity and capital contributions following

the completion of the issues. However, there is no guarantee that

the financial risk in these companies can be reduced to a level

that is considered satisfactory by Group management. Nor can it

be ruled out that business conditions for certain subsidiaries will

be adversely affected by a high level of indebtedness and that the

possible consequences of this could have a negative impact on

the companies’ future profitability.

Through its subsidiaries, Bure is active in a large number of

countries with different tax regulations. There is often uncertainty

about how different tax regulations should be applied. The tax

authorities and courts can differ from the Bure subsidiaries in

terms of their assessments. Particularly large risks are involved in

the accounting and assessment of intra-Group payments. This

means that the Group can be exposed to the risk of increased tax

costs and fees, plus other costs in conjunction with such mat-

ters.

In regard to Carl Bro, the Company is involved in several dis-

putes, which could have difficult financial consequences for Carl

Bro if their outcome results in costs that are higher than currently

anticipated.

Action programmes in progressSince the preceding year, Bure and its portfolio companies have

actively conducted extensive action programmes designed to

achieve positive cash flows and positive earnings within the com-

panies. Bure is dependent on these programmes being imple-

mented successfully and in accordance with plan to achieve fi-

nancial balance and a sustainable long-term financial position.

Dependance on customersThe portfolio companies within Bure strive to develop long-term

relationships with their customers. Taken as a whole, the compa-

nies in the portfolio have a good spread across different customer

categories, which reduces the risk to some extent. Despite the

wide spread, however, it cannot be ruled out that the loss of sev-

eral major customers would have a negative impact on the oper-

ations and earnings of some of the Bure portfolio companies.

Dependence on laws and permits from authoritiesCertain Bure portfolio companies are dependent on existing leg-

islation or permits from authorities in order to conduct their oper-

ations. In this respect, should conditions change for these opera-

tions, certain of the portfolio companies could be adversely af-

fected.

Risk factors

60 | BURE EQUITY AB

Holdings of own sharesThe Annual General Meeting on 26 April 2001 authorised the

Board of Directors to make decisions concerning share buy-

backs not to exceed 10 per cent of all shares outstanding in

Bure. At the Annual General Meeting on 23 April 2002, the autho-

risation was extended through the period up to the 2003 Annual

General Meeting. The number of shares outstanding as per that

date is shown in the table below.

Number of shares outstanding

Total number of shares 109,100,000

Buy-back during 2001 3,300,000

Buy-back during 2002 1,645,500

Number of shares outstanding 104,154,500

During 2002, Bure repurchased own shares in the Company for

SEK 31.1M. The buy-backs corresponded to 1.5 per cent of reg-

istered share capital, or 1,645,500 shares with a par value of SEK

10 per share, a total of SEK 16.5M. During 2001, the Company

repurchased shares for SEK 99.9M. The buy-backs correspond-

ed to 3.0 per cent of registered share capital, or 3,300,000

shares with a par value of SEK 10 each, a total of SEK 33.0M.

Total share buy-backs during 2001 and 2002, accordingly,

amounted to 4.5 per cent of registered share capital, or

4,945,500 shares, of which 3,945,500 of the repurchased shares

were bought via a bank agreement, a so-called synthetic

arrangement. The agreement with the bank does not incur any

costs for Bure beyond the financial cost that arises. In terms of

liquidity, however, the agreement could mean that Bure will be

obliged to pay the booked liability for the agreement, depending

on the share price development in Bure. If the price of Bure

shares declines to nil (0) SEK per share, the maximum effect on

liquidity would be SEK 4M. Financial expenses for this agreement

are presented in the statements of income. Repurchases of own

shares have reduced non-restricted equity.

Share capitalThe share capital in Bure prior to the pending issues, but after the

reduction in the share capital and the share’s par value, amounts

to SEK 81,825,000 distributed among 109,100,000 shares with

a par value of SEK 0.75 each. All shares are of the same class.

Each share is entitled to one (1) vote. All shares have equal rights

to participation in the Company’s assets and profit. At the Annual

General Meeting, all shareholders with voting rights may vote for

the entire number of shares he/she represents without limitation

on the number of votes. Provided the proposed share issue of

not more than 216,200,000 shares is fully subscribed and, after

full subscription with exercise of the warrants, the share capital

will be increased by SEK 891,825,000 and amount to SEK

973,650,000. The number of shares at full subscription and after

full exercise of the warrants will amount to 1,298,200,000.

Share capital developmentSince the Company was founded in November 1992, the share

capital has changed as shown below.

Annual Increase Par value ChangeGeneral Increase in in number Number of per share, in share Share Subscrip-Meeting Reg PRV Activity no. of share shares, % shares SEK capital, SEK captial, SEK tion price

92-11-23 92-11-30 Company founded 54,550,000 10.00 545,500,000 10.00

99-03-24 99-04-21 Bonus issue 54,550,000 100.00% 109,100,000 10.00 545,500,000 1,091,000,000 10.00

Pending changes at full subscription of shares and exercise of warrants as per prospectus:

Balance as above 109,100,000 10.00 1,091,000,000

03-05-21 Reduction of share capital and par value of share 0 109,100,000 0.75 –1,009,175,000 81,825,000

New issue 216,200,000 325,300,000 0.75 162,150,000 243,975,000 0.75

New issue, warrants 972,900,000 1,298,200,000 0.75 729,675,000 973,650,000 0.75

SHARES AND OWNERSHIP STRUCTURE

BURE EQUITY AB | 61

Ownership structureThe ownership structure in Bure before the proposed issues,

based on extracts from the ownership distribution register main-

tained by VPC as per 30 April 2003, and known changes after

that date, are shown in the illustration at right. Foreign ownership

interests amount to 20.4 per cent of total equity and votes.

The Company has a total of approximately 27,082 share-

holders.

10 largest owners, 30 April 2003 %

6th AP Fund 17.0

Orkla 7.6

Alecta 3.0

Livförsäkrings AB Skandia 2.7

Nordea Bank SA 2.6

SEB Merchant Banking 1.9

SEB Fondkommission Aktielån 1.9

Morgan Stanley Co Intl. Ltd 1.4

Bure Equity AB (repurchased shares) 1.0

Svenska Handelsbanken S.A. 0.9

Major shareholders after issuesAfter the pending share issue, the new shares will account for

about 66 per cent of the total number of registered shares, pro-

vided that no warrants are utilised. At full utilisation of all warrants,

the new shares will account for about 92 per cent of all registered

shares. The ownership structure of Bure could be changed dra-

matically, accordingly, if the present owners do not utilise their

unit rights.

It should also be noted that the issues are guaranteed at SEK

600M. The guarantee was provided by 6th AP Fund, which owns

17.0 per cent of all shares in Bure, with SEK 300M, and jointly by

Handelsbanken, Nordea and Danske Bank, at SEK 300M1).

Issue authorisation and decisionOn 6 April 2003, the Board of Directors reached a decision on the

pending issue of not more than 216,200,000 shares and a maxi-

mum of 108,100,000 debentures with detachable warrants,

which was subsequently approved by the Annual General Meet-

ing on 21 May 2003. After the 2003 Annual General Meeting, the

Board does not have any authorisation for buy-backs, sales or is-

sues of shares, warrants or similar instruments.

Convertibles and warrantsNo convertibles or options in Bure’s shares have been issued.

With the exception of the warrants that will follow the debenture

issue, there are no other plans to issue convertibles or warrants in

Bure’s shares.

Shareholder agreements and shareholder associationsThe Board of Directors of Bure is not aware of any shareholder

agreements or shareholder associations in Bure other than

agreements between the 6th AP Fund, Handelsbanken, Nordea

and Danske Bank related to issue guarantees.

Share price performanceBure’s shares have been traded since 26 June 1995 on the A list

of Stockholmsbörsen under the symbol BURE. Between 1 Octo-

ber 1993 and 25 June 1995, the Company’s shares were traded

on the O list of Stockholmsbörsen. Between 20 February 2003

and 28 February 2003, all trading in the Company’s shares was

suspended. The trading stop was due to ongoing discussions

concerning the Company’s financing during the period.

10,000

20,000

30,000

40,000

50,000

20

40

6080100

99 00 01 02 03

Share

SX All-Share Index

Afv Investment & Management Companies

Share turnover000s(incl. off-floor)

0.5

(c)SIX

1) In accordance with terms and conditions for its issue guarantee, 6th AP Fund has transferred SEK 42M of its guarantee to Stena.

Shares and ownership structure

62 | BURE EQUITY AB

Present Board membersHåkan Larsson, born 1947

Chairman of the Board since 6 March 2003

Board Member since 2002

President of B&N Nordsjöfrakt

Other directorships: Chairman of Schenker North AB,

Schenker AB and Gorthon Lines.

Board Member of Ahlsells and Ernström Gruppen.

Shareholding in Bure: 0

Ulf Berg, born 1951

Board Member since 2002

President of Ericsson AB

Other directorships: Chairman of Ericsson Microwave

Systems.

Board Member of Chalmers University of Technology,

Chalmersinvest and Chalmers Lindholmen

Teknikpark.

Shareholding in Bure: 0

Björn Björnsson, born 1946

Board Member since 2002

Own consulting operations in the financial sector

Other directorships: Board Member of Billerud, JM,

Skandia and Öhman Kapitalförvaltning.

Shareholding in Bure, own shares and shares owned

by related parties: 10,000 shares

Erling Gustafsson, born 1958

Board Member since 2000

President of Sjätte AP-fonden

Other directorships: Board Member of Nordico Equity

and SLS Venture.

Shareholding in Bure, own shares and shares owned

by related parties: 2,000 shares

Maria Lilja, born 1944

Board Member since 1997

Other directorships: Chairman of Cell Network.

Vice Chairman of Stockholms Handelskammare;

Board Member of Bilia, Observer, Poolia, Vasakro-

nan, E Öhman Jr, Intrum Justitia, Skandia and Diageo

Plc.

Shareholding in Bure, own shares and shares owned

by related parties: 2,000 shares

Resigned from BoardGösta Wiking, born 1937

Board Member since 1992

Chairman of the Board until 5 March 2003; resigned

from the Board on 5 March 2003.

Other directorships: Chairman of Mölnlycke Health

Care, Tribon Solutions and AngioGereatrics.

Vice Chairman of SEB; Board Member of Bong

Ljungdahl, Karlshamns and Xcounter

Shareholding in Bure, own shares and shares owned

by related parties: 20,000 shares

Peter Sandberg, born 1959

Board Member since 2001; resigned from the Board

on 12 March 2003.

President of Bure until 11 March 2003.

Other directorships: Vice Chairman of Teleca; Board

Member of Green Cargo, IVA’s industrial council and

the Gothenburg School of Economics.

Shareholding in Bure, own shares and shares owned

by related parties: 31,000 shares and 80,000 war-

rants.

New Board MembersAt the Annual General Meeting on 21 May 2003, a

proposal was submitted to re-elect Håkan Larsson,

Ulf Berg and Björn Björnsson and, to be elected as

new members, Heinrich Blauert, Helena Levander

and Lennart Svantesson. Gösta Wiking and Peter

Sandberg resigned from the Board during the year.

Erling Gustafsson and Maria Lilja declined re-elec-

tion.

Håkan Larssonsee above

Ulf Bergsee above

Björn Björnssonsee above

Heinrich Blauert, born 1941

Board Member since 2003

Acting President of Bilia

Other directorships: Chairman of Volvofinans, Stif-

telsen Tekniska Museet, Stockholm and Board Mem-

ber of Bilia.

Shareholding in Bure: 0

Helena Levander, born 1957

Board Member since 2003

Part owner of Nordic Investor Services

Other directorships: Board Member of Gant

Shareholding in Bure, own shares and shares owned

by related parties: 140,000 shares.

Lennart Svantesson, born 1953

Board Member since 2003

President of Bure since 12 March 2003

Other directorships: Chairman of Viamare Boats and

Board Member of Scribona, Sintercast and Viamare

Invest.

Shareholding in Bure, own shares and shares owned

by related parties: 6,000 shares.

The directorships of the persons named above are ef-

fective immediately after the Annual General Meeting.

Executive ManagementLennart Svantesson, born 1953

President since 12 March 2003

Employed since 2003

Other directorships: Chairman of Viamare Boats and

Board Member of Scribona, Sintercast and Viamare

Invest.

Shareholding in Bure, own shares and shares owned

by related parties: 6,000 shares.

Benny Averpil, born 1948

Chief Financial Officer

Employed since 2000

Shareholding in Bure, own shares and shares owned

by related parties: 50,000 warrants.

Iréne Axelsson, born 1952

Head of Investor Relations and Corporate Communi-

cations

Employed since 1993

Shareholding in Bure, own shares and shares owned

by related parties: 2,400 shares and 50,000 warrants.

Börje Bengtsson, born 1947

Senior Investment Manager

Employed since 2001

Shareholding in Bure, own shares and shares owned

by related parties: 14,000 shares and 50,000 war-

rants.

Örjan Serner, born 1964

Senior Investment Manager

Employed since 2001

Shareholding in Bure, own shares and shares owned

by related parties: 10,000 shares and 50,000 war-

rants.

Per Grunewald, born 1954

Senior Investment Manager

Employed since 2002

Shareholding in Bure, own shares and shares owned

by related parties: 50,000 warrants.

AuditorsBertel Enlund, born 1950

Authorised Public Accountant, Ernst & Young,

Gothenburg

Auditor in Bure since 1993

Anders Ivdal, born 1951

Authorised Public Accountant, KPMG, Gothenburg

Auditor in Bure since 2002

Deputy AuditorsStaffan Landén, born 1963

Authorised Public Accountant, Ernst & Young,

Gothenburg

Auditor in Bure since 1996

Roger Mattsson, born 1950

Authorised Public Accountant, KPMG, Gothenburg

Auditor in Bure since 2002

Supplementary informationReported holdings, in some cases, include holdings

registered under spouse and children and holdings

via private companies.

BOARD OF DIRECTORS, EXECUTIVE MANAGEMENT, AUDITORS

BURE EQUITY AB | 63

Board of Directors and its work proceduresIn accordance with a resolution by the 2002 Annual General

Meeting, Bure’s Board of Directors comprises seven members.

The former President, Peter Sandberg, was a member of the

Board of Directors. After the end of the year, the President re-

signed from the Board of Directors, as did Chairman Gösta Wik-

ing. The Board currently consists of five members. Håkan Lars-

son is the new Chairman.

The Board of Directors’ work procedure, which is adopted for

one year at a time, contains information about the distribution of

responsibility between the Board of Directors, the President and

the Remuneration Committee of the Board of Directors.

In accordance with the work procedure, the Board will make

decisions on matters that are not included in the current adminis-

tration or are of major importance, such as significant financial

commitments and agreements, and important changes in the

organisation. The Company’s finance policy and investment in-

struction are also decided by the Board of Directors.

The Board’s work adheres to an annual agenda, with a fixed

agenda for each Board meeting. Other officers of the Company

also attend the Board meetings as persons reporting and secre-

taries.

The Board of Directors held 12 meetings during 2002. During

the meetings, significant efforts were devoted to the Company’s

strategic development and evaluations of proposals for invest-

ments and sales submitted to the Board for consideration.

During 2003, the Board has met 16 times to date. At these meet-

ings, and the meetings conducted during autumn 2002, discussions

have focused on the Company’s liquidity requirements and financing.

The Company’s auditors attend at least one meeting per year

in connection with the annual accounts meeting and, when re-

quired, more often. The auditors report their observations from

the year’s examination directly to the Board of Directors.

Nomination and Remuneration CommitteeThe composition of the Board of Directors is decided by the An-

nual General Meeting. A Nomination Committee has been ap-

pointed to prepare a proposal for members to be decided by the

Annual General Meeting. Prior to the 2003 Annual General Meet-

ing, the Nomination Committee consisted of Gösta Wiking, Caro-

line af Ugglas, Lars Ingelmark and Martin Svalstedt.

The Remuneration Committee of the Board of Directors con-

siders and decides on issues related to remuneration in the form

of salaries, pensions, bonus payments and other terms of em-

ployment for the President and staff who report directly to the

President. During 2002, the Remuneration Committee comprised

Gösta Wiking, Erling Gustafsson and Håkan Larsson.

Salaries, other remuneration and pension agreementsThe tables below show remuneration and other benefits during

fiscal year 2002 and remuneration and other benefits expected to

be paid during 2003.

Board of Directors, Executive Management, Auditors

2002 Fixed annual salary/Board fees Variable remuneration/bonuses Other benefits Pension expenses Other remuneration Total

Chairman of the Board 0.3 0.0 0.0 0.0 0.0 0.3

Other Board members 0.7 0.0 0.0 0.0 0.3 1.0

President 2.6 0.0 0.1 1.6 0.0 4.3

Executive Management (excl. the President) 10.9 0.0 0.5 4.1 0.7 16.2

14.5 0.0 0.6 5.7 1.0 21.8Other benefits pertain to car benefits. Pension expenses amounted to SEK 1.6M, including payroll tax.

Other remuneration pertains to SEK 0.3M for consulting services rendered by the Board member Björn Björnsson and SEK 0.7M for consulting services rendered by Sven-

Åke Lewin, a former executive officer.

2003 Fixed annual salary/Board fees Variable remuneration/bonuses Other benefits Pension expenses Other remuneration Total

Chairman of the Board 0.3 0.0 0.0 0.0 0.0 0.3

Other Board members 0.6 0.0 0.0 0.0 0.0 0.6

President 3.0 0.0 0.1 1.3 0.0 4.4

Executive Management (excl. the President) 7.7 0.0 0.4 2.9 0.0 11.0

11.6 0.0 0.5 4.2 0.0 16.3Other benefits pertain to car benefits.

Information for 2003 is based on the composition of executive management staff in May 2003.

64 | BURE EQUITY AB

Chairman of the Board and other Board membersThe 2002 Annual General Meeting resolved that fees paid to

Board members should amount to SEK 1,010,000, of which the

Chairman receives SEK 310,000 for the year. Other members of

the Board who are not full-time employees received an annual fee

of SEK 140,000 each. Neither the Chairman of the Board nor

other Board members are entitled to pension payments, sever-

ance pay or bonus payments.

The fee and other conditions for the newly appointed Chair-

man Håkan Larsson, as well as other Board members who are

not full-time employees of the Company, were established in con-

junction with the Annual General Meeting on 21 May 2003.

PresidentCosts for salary and other remuneration paid to the former Presi-

dent, Peter Sandberg, amounted to SEK 2.6M during 2002. A

pension insurance premium was paid monthly with an amount

corresponding to 51 per cent of the monthly salary. No bonus

payment was made for year 2002. Pension expenses during

2002 amounted to SEK 1.6M, including payroll tax. Severance

pay for the President has been reserved in the 2002 financial ac-

counts at a total cost effect of SEK 10.5M.

Newly appointed President Lennart Svantesson has an annu-

al salary totalling SEK 3.0M. Premium payments for pension in-

surance amount to 35 per cent of his annual salary. Bonus pay-

ments may not exceed 50 per cent of annual salary and are de-

termined as a combination of results achieved and qualitative

factors. On notice of termination by the Company, Lennart

Svantesson is entitled to 12 months’ term of notice and sever-

ance pay equivalent to an additional 12 months’ salary. The sev-

erance pay is subject to reductions against remuneration from

new employment.

Other senior executivesSalaries paid to other senior executives in the Parent Company’s

management group amounted to SEK 10.9M. No bonus pay-

ments were made for year 2002. Pension premium payments for

other senior executive officers during the year amounted to SEK

4.1M. Furthermore, in conjunction with reorganisation of the

management group during the autumn of 2002, severance pay-

ments in the form of pension premiums were totalling SEK 8.6M,

which is not included in the table above. Employment contracts

for members of the management group normally contain entitle-

ment to pension from age 65 and a 12-month notice of termina-

tion. In some cases, pension rights are effective from age 60, as

well severance pay that provides coverage for 24 months if notice

of termination is given by the Company.

AuditorsPayments to the Company’s auditors during 2002 for the Parent

Company amounted to SEK 3.1M, of which SEK 0.6M for audit

and SEK 2.5M for consultation. For the Group, total payments to

the Company’s auditors amounted to SEK 11.7M, of which SEK

5.5M for audit and SEK 6.2M for consultation1).

Staff optionsBure launched a warrants scheme in 2002 for the Parent Compa-

ny’s staff. The programme comprises a total of 750,000 warrants,

corresponding to about 0.7 per cent of the Company’s shares

outstanding. Peter Sandberg, former President of Bure, was allo-

cated 80,000 warrants. Other senior executives were allocated

50,000 warrants each and other employees 1,500–30,000 war-

rants each. The term of the warrants is five years, with an opportu-

nity to exercise the warrants after an initial three-year lock-in peri-

od. The exercise price has been fixed at SEK 36. To secure deliv-

ery of shares and cover social fees that will arise as a result of the

programme, the Company has signed an agreement with a

Swedish bank for a so-called share derivative arrangement. Dur-

ing the term of the programme, Bure’s profit can be affected by a

cost for the programme if the price of Bure shares falls below SEK

32. During 2002, accordingly, Bure incurred a cost of SEK 20M.

During the first quarter of 2003, the warrants programme incurred

additional costs of SEK 8M. The remaining cost risk will arise if the

Bure share price declines to SEK 0 per share, which would create

a maximum cost of SEK 2M. The warrants will not create the need

to issue new shares when the warrants are exercised.

If employment is terminated, holders of warrants have the

right to exercise their warrants to the extent that is possible on

the day their employment is terminated. Such utilisation, howev-

er, must be exercised within two months (or a shorter period of

time as prescribed at the time of allocation) after termination of

employment. If the warrants are not exercised, they shall be

deemed forfeited.

If a warrant reaches maturity without being exercised, or if all

or part of a warrant cannot be exercised for any reason, the

shares affected by such warrants, and which have not been ac-

quired, shall be made available for future allocations under the

warrants programme plan, provided the plan remains in effect.

Board of Directors, Executive Management, Auditors

1) Information about auditors’ fees and consulting fees do not include information concerning subsidiaries that were divested during the year.

BURE EQUITY AB | 65

NameThe registered name of the Company is Bure Equity AB (publ).

The Company is a public company.

Registered OfficeThe registered office of the Board of Directors is in Gothenburg.

OperationsThe Company shall invest in and develop companies with a view

to create value growth for the Company’s shareholders. The

Company shall operate as an investment company.

Share capitalThe share capital shall amount to not less than SEK 243,500,000

and not more than SEK 974,000,000.

Par value of sharesEach share has a par value of SEK 0.75.

Fiscal yearThe Company’s fiscal year shall correspond with the calendar

year.

Board of DirectorsThe Board of Directors shall comprise at least five and not more

than nine members, with no deputies. The Board is elected by

the Annual General Meeting for the period through the close of

the next Annual General Meeting.

Voting rightsAt the Annual General Meeting, all persons with voting rights are

entitled to vote for the full number of shares they own and repre-

sented shares without limitation on the number of votes.

Record date provisionAll persons listed in the share register, or the type of list specified

in Chapter 3, §12 of the Swedish Companies Act (1975:1385) on

the stipulated record date, shall be deemed entitled to receive

dividends, issue certificates and, in the event of bonus issues,

new shares that are allocated to shareholders.

The Articles of Association were adopted by the Annual General

Meeting on 21 May 2003.

Form of association and legal structureBure Equity AB (publ) is a publicly listed limited liability company.

The Company’s corporate identity number is 556454-8781. The

Company was registered with the Patent and Registration Office

(“PRV”) on 11 November 1992 and has conducted business ac-

tivities since then. The present name of the Company was regis-

tered on 7 September 2002. The Company’s legal form of busi-

ness is regulated by the Swedish Companies Act (1975:1385).

The Company is a VPC company and its shareholders’ register is

maintained by VPC AB (the Swedish Securities Register Centre).

1) Information from the Articles of Association pertains to the Articles of Association adopted by the Annual General Meeting held on 21 May 2003. When this prospectus

was printed, the new Articles of Association had still not been registered at Patent and Registration Office.

EXTRACT FROM ARTICLES OF ASSOCIATION1), ETC.

66 | BURE EQUITY AB

• The Board of Directors proposes that the Annual General Meeting of Bure approves issues totalling SEK 750M,

of which SEK 600M is guaranteed by Sjätte AP-fonden (6TH AP Fund) and Bure’s lenders. An agreement for a

long-term credit limit of SEK 1,200M has been concluded with Bure’s lenders.

• Net shareholders’ equity (net asset value) amounted to SEK 823M or SEK 7.90 per share at the period end.

• The Parent Company’s result before write-downs and taxes amounted to SEK –49M (–24). The result after write-

downs and taxes amounted to SEK –172M (–34).

• The fall of listed holdings in the stock market resulted in a write-down of SEK 123M during the period. At 20 May,

however, the listed holdings had recovered SEK 95M of the write-down.

• 50 per cent of the holding in Innovationskapital’s Fund III was sold. As a result of the sale, future undertakings are

reduced by SEK 102M.

• Håkan Larsson took over as Chairman and Lennart Svantesson as President during March.

• The focus is on measures aimed at further increasing profitability in the portfolio companies.

Subsequent events

• A plan for financial strengthening was outlined in a press release published on 7 April 2003.

• An action programme has been initiated to reduce the Parent Company’s administrative costs. During the second

quarter, Bure will make a provision of SEK 20M for the implementation of the action programme.

• In May, Bure divested an additional 25 per cent of its original holding in Innovationskapital´s Fund III. As a result,

25 per cent of the original holding remains and Bure’s remaining investment undertaking amounts to SEK 51M.

EXTRACT INTERIM REPORT JANUARY – MARCH 2003

3 months 3 months Full-yearKey figures, Parent Company, SEK M 2003 2002 2002

Result after tax –172.2 –34.2 –2,279.1

Equity per share, SEK 7.90 31.38 9.55

Market value, SEK 2.50 32.50 10.40

Total assets 2,356.6 4,636.2 2,602.3

Shareholders’ equity 822.6 3,319.5 994.8

Equity ratio, % 34.9 71.6 38.2

BURE EQUITY AB | 67

As a result of non-implemented exits, declining results and amortisation de-

mands, Bure's liquidity deteriorated rapidly at the end of 2002. At the beginning

of 2003, the situation became acute and Bure’s Board of Directors took a deci-

sion about a financial reconstruction and a review of Bure’s orientation. A deci-

sion was also made to review the company’s management function, organisa-

tion and staffing.

The first quarter of 2003 focused on re-creating Bure’s financial stability. In-

tensive discussions and negotiations were held with the company’s principal

owners and lenders aimed at securing long-term financing and thus achieve a

financial balance and freedom to take action.

The date of the Annual General Meeting and the Interim Report was post-

poned to enable the company to report the terms and conditions of the financ-

ing proposal at the AGM.

After the end of the reporting period, on 7 April 2003, the plan for the finan-

cial strengthening of Bure was published. It contains new issues of SEK 750M,

of which SEK 600M is guaranteed by Bure’s principal owners and banks, and a

short-term credit limit of SEK 1,200M from the company’s lenders. An in-

creased short-term financing programme of SEK 300M will run until the issue

payment has been received during July, at the latest. The proposed issues are

subject to the approval by the Annual General Meeting.

The Board of Directors is of the opinion that the issues and credit terms will

give Bure financial scope for implementing a new business orientation in an or-

derly manner. The intention is to secure and make visible values in the portfolio

through profitability-increasing and value-creating measures in the portfolio

companies and through divestments. Sales of assets can now be implemented

without time pressure.

27 May 2003 is the record day for both issues. Subscription of both issues

will take place during the period from 2 June 2003 to 19 June 2003.The Board

of Directors has the right to extend the subscription period. The Bure shares will

be quoted on OM Stockholm Exchange including the right to subscribe to the

issues through 22 May 2003 and ex-rights to subscribe to the issues from 23

May 2003. It is anticipated that a prospectus relating to the issues will be pub-

lished shortly before 2 June 2003.

The development of the portfolio companies for the first quarter was satis-

factory in a difficult market. The majority are in line with their planned develop-

ment. However, problems remain in Business Communication Group, Informa-

tor Training Group and CR&T. Additional action programmes aimed at reducing

the cost level have been initiated in these companies.

Bure’s orientationAs stated above, the prerequisites for Bure’s operations changed during 2002

and Bure’s capital flows became unbalanced. This had the effect that the Board

of Directors decided to re-examine the company’s overall orientation.

In the work with Bure’s future orientation the ambition is to develop a struc-

ture which enables a balance to be created in Bure’s capital flows in situations

characterised by a weak economy and unstable capital markets. In the future,

the previous transaction-driven orientation could be supplemented with a small

number of wholly-owned business areas. The objective of developing business

areas is to create a critical mass and synergies in them and to utilise and devel-

op management structures. At the same time as wholly-owned business areas

are formed, the active investment operation will be developed further. Bure’s

business areas will be able to provide the Parent Company with current cash

flows to cover administrative costs and interest.

The details for this structure will be worked out whilst the financial stability

is restored and the profitability in the portfolio companies is prioritised.

Bure thus gives priority to securing and making visible values in the portfolio

through sales without time pressure, focusing on profitability-increasing and value-

creating measures in the portfolio companies and reducing the company’s total

administrative costs. This will create prerequisites to enable Bure to refine and

realise assets in order to create and realise values for the shareholders.

PARENT COMPANYResults and financial positionThe Parent Company’s result before write-downs and taxes for the first quarter

of 2003 amounted to SEK –49M (–24) and to SEK –172M (–34) after write-

downs and tax. Exit results amounted to SEK 0M (8).

The result was affected by write-downs of SEK 123M in Bure’s listed hold-

ings in Scribona, Dimension and Teleca. At 20 May 2003, however, the listed

holdings have recovered SEK 95M of the write-down.

Administrative costs amounted to SEK 37M (31). Of this, SEK 19M (15)

represented personnel costs. The administrative costs include a cost of SEK

8M (+3) for hedging the staff option scheme issued during 2001.

At the end of the quarter, the net loan liability amounted to SEK 958M

(407). It consists of interest-bearing assets of SEK 400M (813) and interest-

bearing liabilities of SEK 1,358M (l,220). Of interest-bearing assets, SEK 270M

represents receivables from the portfolio companies and SEK 126M other inter-

est-bearing receivables. The equity ratio amounted to 35 per cent (72) and the

debt/equity ratio to 2.01 (0.38). The Parent Company had liquid funds of SEK

4M on the balance sheet date and an existing short-term credit limit of SEK

1,200M, which was fully utilised.

After the end of the reporting period, Bure’s Board of Directors has made a

decision about new issues of shares and debentures with detachable warrants,

subject to the approval by the Annual General Meeting. In connection with this,

an agreement has been concluded with Handelsbanken, Nordea and Danske

Bank about extended short-term financing which will run until the issue pay-

ment has been received, during July 2003 at the latest. For the period there-

after, a long-term credit limit has been agreed which will run to 31 December

2006 inclusive. During the term, some amortisation shall be made in connec-

tion with exits (divestments). The agreement has, as has the current credit

agreement, been based on pledging of shares in subsidiaries and associated

companies.

Divestments and exit gainsDuring the first quarter, Bure reduced its ownership in Teleca by 164,000 A

shares. The sale had no effect on Bure’s result. Thereafter, Bure’s holding in

Teleca, which is owned via a subsidiary, amounts to 9,332,800 B shares equiv-

alent to 15.8 per cent.

In March, Bure sold 50 per cent of the holding in Innovationskapital’s Fund

III to Tredje AP-fonden (3rd AP Fund) via its subsidiary, Bure Kapital. Through

the sale, future investment undertakings are reduced by SEK 102M.

Extract interim report January – March 2003

68 | BURE EQUITY AB

InvestmentsDuring the quarter, the Parent Company made investments and supplementary

investments totalling SEK 175M. Of this, SEK 120M relates to capital contribu-

tions to subsidiaries. During the quarter, Bure contributed SEK 65M to its sub-

sidiary, Cindra, in part payment of the acquisition of shares in Teleca imple-

mented during 2002. In February, Bure increased its investment in Vittra by SEK

25M through a capital contribution as a part of the financing of Vittra’s expan-

sion. In Citat, an additional SEK 11M was invested, equivalent to just over 2 per

cent of capital, as a result of previously issued put options. In addition, Bure ac-

quired 1.8 per cent of Mercuri for SEK 7M. A capital contribution of SEK 10M

was also made to Mercuri.

Within the framework of previous agreements entered into with Nordic

Capital, an investment of SEK 34M was made in Maersk Medical and invest-

ments totalling SEK 3M within CR&T Ventures.

Shareholder’s equity (Net asset value)At the quarter end, the shareholder’s equity amounted SEK 823M or SEK 7.90

per share compared with SEK 995M or SEK 9.55 per share at year-end 2002.

Net shareholder’s equity (net asset value) SEK/shareat the start of 2003 9.55

Change in value of listed shares –1.20

Administrative costs and interest –0.45

Net shareholder’s equity (net asset value) SEK/shareat the end of the first quarter of 2003 7.90During the first quarter, the shareholders equity fell from SEK 9.55 per share to

SEK 7.90 per share.

Bure’s share price At the quarter end, Bure’s share price was SEK 2.50 compared with SEK 10.40

at year-end 2002 .

The net asset value discount, i.e. the share price compared with the net as-

set value, amounted to 68 per cent at the quarter end. At the turn of the year, it

was a premium of 9 per cent.

GROUPResults and financial positionThe consolidated operating result before goodwill amortisation amounted to

SEK –165M (–14). This includes exit results of SEK 0M (15). Of the operating re-

sult after goodwill amortisation, SEK –4M (8) represents results from Bure’s op-

erating subsidiaries. The remaining results consist of the Parent Company’s ad-

ministrative costs, write-downs and Group adjustments as well as participa-

tions in associated companies (see table on page 70).

The consolidated result after financial items amounted to SEK –225M

(–47). The consolidated result was affected by amortisation of goodwill totalling

SEK 21M (34). In addition, the result has been charged with write-downs of

shares by SEK 97M (3). At the end of the quarter, shareholders’ equity amount-

ed to SEK 765M (3,018) and the equity ratio to 17 per cent (38).

At the quarter end, the Group had a net loan liability of SEK 2,122M (1,657)

which consisted of interest-bearing assets of SEK 375M (902) and interest-

bearing liabilities of SEK 2,497M (2,559).

Buy-back of sharesThe total number of bought-back shares amounts to 4,945,500, of which

3,945,500 were bought back through a so-called synthetic arrangement. At 31

March 2003, the number of outstanding shares amounted to 104,154,500. No

buy-backs were made during the first quarter of 2003.

Subsequent eventsAn action programme has been initiated to reduce the Parent Company’s ad-

ministrative costs. During the second quarter of 2003, a provision of SEK 20M

will be made for implementation of the action programme.

In May, Bure divested 50 per cent of its remaining holding in Innovation-

skapital’s Fund III. Thereafter, Bure’s remaining investment undertaking

amounts to SEK 51M.

Extract interim report January – March 2003

Gothenburg, 21 May 2003

Bure Equity AB (publ)

Lennart Svantesson, President

BURE EQUITY AB | 69

FIVE-YEAR REVIEWData per share 1998 1999 2000 2001 2002 3 months 2002 3 months 2003

Net asset value, SEK1) 43.50 65.00 69.00 38.00 9.551) 38.50 7.90

Share price, SEK 52.50 58.00 51.50 29.70 10.40 32.50 2.50

Share price as a percentage of equity, % 119 89 75 78 109 84 32

Number of shares, 0002) 109,100 109,100 109,100 105,800 104,155 105,784 104,155

Average number of shares, 000 109,100 109,100 109,100 107,553 105,147 105,796 104,155

Parent company result per share, SEK 5.66 4.69 16.19 0.68 –21.68 –0.32 –1.65

Parent company equity per share, SEK 35.93 40.37 39.51 31.60 9.55 31.38 7.90

Yield

Dividend paid, SEK per share 2.75 27.503) 19.503) 1.75 0.004) – –

Yield, % 5.3 47.4 37.9 5.9 – – –

Total yield, % 35.2 5.9 36.2 –4.5 –59.1 9.4 –76.0

Market value, SEK M 5,700 6,328 5,619 3,142 1,083 3,438 260

Return on equity, % 16.5 11.9 40.6 1.9 –75.9 –1.0 –18.9

Parent company results and position

Exit result, SEK M 561.3 529.3 2,743.0 590.4 345.1 8.2 0.0

Result after tax, SEK M 617.3 511.8 1,766.8 73.5 –2,279.1 –34.2 –172.2

Total assets, SEK M 5,265 6,361 4,690 4,649 2,602 4,636 2,357

Shareholders’ equity, SEK M 3,920 4,404 4,310 3,342 995 3,320 823

Equity ratio, % 79.9 69.2 91.9 71.9 38.2 71.6 34.9

Consolidated results and position

Consolidated result per share, SEK 4.60 2.05 18.33 –1.80 –19.09 –0.58 –2.25

Consolidated equity per share, SEK 38.07 37.16 40.26 29.25 9.65 28.53 7.34

Net sales, SEK M 13,885.8 15,444.1 7,553.4 3,996.7 6,044.5 1,581.8 986.5

Result after tax, SEK M 501.4 224.0 2,000.3 –193.2 –2,006.9 –61.7 –234.7

Total assets, SEK M 10,537 11,361 9,106 7,791 4,776 7,853 4,458

Shareholders’ equity, SEK M 4,153 4,054 4,393 3,095 1,005 3,018 765

Equity ratio, % 39.4 35.7 48.2 39.7 21.0 38.4 17.21) The net asset value for 2002 and 2003 is equivalent to equity per share. 2) Adjusted for bonus issue 1:1 during 1999.3) Dividends include distribution of the subsidiaries, Capio and Observer.4) Proposed dividend.

Extract interim report January – March 2003

70 | BURE EQUITY AB

REPORT BY OPERATIONNet sales Operating result after goodwill amortisation2)

3 months 2003 3 months 2002 Full-year 2002 3 months 2003 3 months 2002 Full-year 2002

Subsidiaries

Cygate 198.1 186.6 740.0 –6.5 –7.0 –281.1

PAHR Svenska AB 55.0 55.6 212.1 3.4 4.5 14.6

Xdin 49.4 – 178.6 1.3 – –38.4

Simonsen 233.6 236.4 943.6 1.1 4.5 –103.0

Retea 11.7 11.4 44.2 1.0 2.0 4.0

Citat 58.9 63.0 222.4 2.0 0.7 –62.9

Vittra 94.3 66.3 282.4 1.1 1.5 –6.4

Business Communication Group1) 73.8 49.9 341.1 –6.7 –2.9 –108.1

Mercuri 172.9 188.1 715.0 6.8 1.1 –211.9

Informator Training Group 39.4 50.7 186.3 –7.3 –12.9 –198.2

Sub-total 987.1 908.0 3,865.7 –3.8 –8.5 –991.4

Shares in results of associated companies – – – –43.6 –22.4 –166.7

Carl Bro as a subsidiary – 675.1 2,277.0 – 6.7 12.1

Sold companies and acquired companies before the date of acquisition – 3.4 –89.8 – –2.7 –2.7

Write-downs of holdings –97.2 –3.1 –679.7

Parent Company administrative costs – – – –36.8 –31.3 –197.1

Other –0.6 –4.7 –8.4 –4.1 13.5 401.2

Total Group 986.5 1,581.8 6,044.5 –185.5 –47.8 –1,624.31) excl Appelberg’s sales for Q1 in 2002.2) including Bure’s amortisation of consolidated goodwill.

Extract interim report January – March 2003

BURE EQUITY AB | 71

PARENT COMPANY HOLDINGS AT 2003-03-31Share of Share of Book Book value/ Book value/ net

capital votes value Net asset value asset value% % SEK M SEK M SEK/share

Unlisted holdings

Carl Bro 50.45 50.45 250 250 2.40

Systeam 48.00 48.00 213 213 2.05

PAHR 100.00 100.00 206 206 1.95

Vittra 85.00 85.00 83 83 0.80

Cygate 72.71 72.71 73 73 0.70

Mercuri International Group 100.00 100.00 39 39 0.35

Business Communication Group 87.79 87.79 34 34 0.35

Retea 100.00 100.00 29 29 0.30

Citat 77.07 77.07 23 23 0.20

Celemiab Group 32.14 32.14 19 19 0.20

Xdin 57.46 59.16 18 18 0.20

Informator Training Group 100.00 100.00 0 0 0.00

Simonsen Sverige 95.28 95.28 0 0 0.00

Bure Kapital 100.00 100.00 4 4 0.05

Other direct holdings 2 2 0.00

Other dormant companies 2 2 0.00

Total 995 995 9.55

Listed holdings

Scribona 34.97 28.79 161 161 1.55

Dimension 32.67 32.67 19 19 0.20

Teleca1) 15.80 14.36 1 1 0.00

Other listed holdings 2 2 0.00

Total 183 183 1.75

Holdings via Nordic Capital

Mölnlycke Health Care 16.66 16.66 367 367 3.50

Trenor Holding3) 4.70 4.75 78 78 0.75

Sonion 4.37 4.40 47 47 0.45

Wilson Logistics 8.65 9.13 39 39 0.35

Dynal Biotech 3.22 3.22 37 37 0.35

Other holdings 184 184 1.85

Total 752 752 7.25

Share of Share of Book Book value/ Book value/ net capital votes value Net asset value asset value

% % SEK M SEK M SEK/share

Venture Capital & Incubators

Direct investments

Newmad Technologies 26.62 26.62 0 0 0.00

Kreatel Com – parallel investment 7.36 5.65 0 0 0.00

Spotfire – parallel investment 0.87 0.97 0 0 0.00

CR&T 64.93 48.57 0 0 0.00

Other direct holdings 0 0 0.00

Indirect holdings

CR&T Ventures 3 3 0.00

Total 3 3 0.00

Bure Finans2)

Interest -bearing receivables, subsidiaries 205 205 2.00

Other interest-bearing receivables 191 191 1.85

Liquid funds and investments 4 4 0.05

Other assets 24 24 0.20

Interest-bearing liabilities –1,358 –1,358 –13.05

Other liabilities –176 –176 –1.70

Total –1,110 –1,110 –10.65

PARENT COMPANYSHAREHOLDERS’ EQUITY 823 823 7.90

1) Bure’s investment in Teleca has partly been made through a subsidiary. The

book value of this company is SEK 1M. The investment has been financed

through loans in the subsidiary. The total purchase price could amount to not less

than SEK 375M and not more than SEK 545M. If the market price exceeds SEK

33.40 per share during a period before the date of each payment, the purchase

price could exceed SEK 375M. At 31 March 2003, a total of SEK 208M of the

purchase price had been paid. The remaining portion will be partly paid during

2003 and partly in January 2004.2) Bure Finans includes the Parent Company’s other assets and liabilities.3) Trenor Holding includes Ahlsell, Reynolds and BE Steel.

Extract interim report January – March 2003

72 | BURE EQUITY AB

PARENT COMPANY STATEMENTS OF INCOME

3 months 3 months Full-yearSEK M 2003 2002 2002

Investment operations

Dividends – 0.0 4.5

Exit results – 8.2 345.1

Write-downs and provisions –123.2 –9.9 –2,417.4

–123.2 –1.7 –2,067.8

Administrative costs –36.8 –31.3 –197.1

Result before financial income and expenses –160.0 –33.0 –2,264.9

Financial income and expenses –12.2 –1.2 –14.2

Result after financial income and expenses –172.2 –34.2 –2,279.1

Taxes – – –

Net result –172.2 –34.2 –,2,279.1

Average number of shares, 000 104,155 105,796 105,147

Result per share, SEK –1.65 –0.32 –21.68

Average number of employees 27 38 35

PARENT COMPANY BALANCE SHEETS

31 March 31 March 31 DecSEK M 2003 2002 2002

Assets

Shares and participations 1,940.1 3,492.8 1,905.3

Other assets 412.6 1,095.5 422.6

Liquid funds and short-term investments 3.9 47.9 274.4

2,356.6 4,636.2 2,602.3

Equity, provisions and liabilities

Shareholders’ equity 822.6 3,319.5 994.8

Provisions 69.7 – 90.0

Long-term liabilities 75.6 1,100.3 75.6

Current liabilities 1,388.7 216.4 1,441.9

2,356.6 4,636.2 2,602.3

Of which interest-bearing liabilities 1,358.1 1,220.1 1,345.9

Pledged assets and contingent liabilitiesAt the end of the 2002 full year, pledged assets in the Parent Company

amounted to SEK 631.3M and contingent liabilities to SEK 535.4M. At 31

March 2003, no significant new assets have been pledged compared with the

turn of the year, nor have any new contingent liabilities arisen. As some pledged

assets have been the subject of write-downs, the reported amount for pledged

assets is estimated to have decreased by approximately SEK 58M as a result.

In addition, the reported value of pledged shares has increased by SEK 64M

from the turn of the year as a result of fulfilled previous agreed pledging capital

contributions and supplementary acquisitions. Part payment has been made of

a liability in Cindra which means that the Parent Company’s guarantee under-

taking has reduced by SEK 52M.

The Parent Company’s contingent liabilities consist of sureties and guaran-

tees of SEK188 for undertakings by subsidiaries and of Bure being the guaran-

tor of financial leasing agreements in Simonsen and Vittra, in which the residual

value amounts to SEK 291M. For these undertakings, there is a corresponding

real estate value.

In addition to the reported contingent liabilities, the Parent Company has

issued support letters relating to some subsidiaries’ dealings with banks.

Through its participation in funds within Innkap, Nordic Capital and CR&T Ven-

tures, Bure also has remaining investment undertakings of SEK 215M, exclud-

ing management fee, of which SEK 75M relate to Innkap III via the subsidiary,

Bure Kapital. Through agreements, Bure has also undertaken to acquire addi-

tional shares in subsidiaries and associated companies for SEK 127M. These

undertakings are not regarded as contingent liabilities.

PARENT COMPANY CASH FLOW STATEMENTS

3 months 3 months Full-yearSEK M 2003 2002 2002

Result after financial items –172.2 –34.2 –2,279.1

Adjustment items 123.2 2.2 1,984.6

–49.0 –32.0 –294.5

Change in working capital –84.0 –209.8 192.7

Cash flow from current operations –133.0 –241.8 –101.8

Investments –155.1 –160.7 –537.0

Sale of subsidiaries and associated companies 0.0 15.2 597.8

Cash flow from investment operations –155.1 –145.5 60.8

Cash flow from financial operations 17.6 112.1 –7.7

The period’s cash flow –270.5 –275.2 –48.7

Extract interim report January – March 2003

BURE EQUITY AB | 73

CONSOLIDATED STATEMENTS OF INCOME

3 months 3 months Full-yearSEK M 2003 2002 2002

Net sales 986.5 1,581.8 6,044.5

Operating expenses –991.8 –1,587.7 –6,273.5

Items affecting comparability –115.7 –1.1 –767.1

Exit results – 15.5 361.2

Shares in results of associated companies –43.6 –22.4 –166.7

Result before goodwill amortisation –164.6 –13.9 –801.6

Amortisation and write-down of goodwill –20.9 –33.9 –822.7

Operating result –185.5 –47.8 –1,624.3

Financial income and expenses –40.0 0.7 –391.8

Result after financial items –225.5 –47.1 –2,016.1

Minority interest 1.7 –2.6 33.6

Taxes –10.9 –12.0 –24.4

Net result –234.7 –61.7 –2,006.9

Average number of shares, 000 104,155 105,796 105,147

Result per share, SEK –2.25 –0.58 –19.09

Average number of employees 3,109 5,972 3,069

CONSOLIDATED BALANCE SHEETS

31 March 31 March 31 DecSEK M 2003 2002 2002

Assets

Goodwill 966.0 1,737.5 980.7

Shares and participations 1,594.6 2,466.8 1,699.9

Other assets 1,664.4 3,253.9 1,579.0

Liquid funds and short-term investments 233.5 395.0 516.6

4,458.5 7,853.2 4,776.2

Equity, provisions and liabilities

Shareholders’ equity 764.7 3,017.8 1,005.3

Minority interest 52.7 181.5 59.7

Provisions 118.2 174.3 132.2

Long-term liabilities 859.3 2,144.3 860.0

Current liabilities 2,663.6 2,335.3 2,719.0

4,458.5 7,853.2 4,776.2

Of which interest-bearing liabilities 2,497.2 2,559.3 2,527.9

Pledged assets and contingent liabilitiesAt the end of full-year 2002, pledged assets in the Group amounted to SEK

1,692.0M and contingent liabilities to SEK 50.2M. At 31 March, no significant

new pledges have been made, nor have any new contingent liabilities arisen.

As some pledged assets have been the subject of write-downs, the reported

amount for pledged assets is estimated to have reduced by approximately SEK

111M. In addition, the value of pledged shares has increased by SEK 63M

from the turn of the year.

CONSOLIDATED CASH FLOW STATEMENTS

3 months 3 months Full-yearSEK M 2003 2002 2002

Result after financial items –225.5 –47.1 –2,016.1

Adjustment items 171.6 61.8 1,408.8

–53.9 14.7 –607.3

Change in working capital –172.5 –69.4 970.1

Cash flow from current operations –226.4 –54.7 362.8

Investments –65.4 –483.1 –679.8

Sale of subsidiaries and associated companies 0.5 15.1 502.9

Cash flow from investment operations –64.9 –468.0 –176.9

Cash flow from financial operations 8.3 190.7 –396.4

The period’s cash flow –283.0 –332.0 –210.5

CHANGE IN EQUITY

Parent company Group3 mths 3 mths Full-year 3 mths 3 mths Full-year

SEK M 2003 2002 2002 2003 2002 2002

Equity brought forward 994.8 3,341.6 3,341.5 1,005.3 3,094.8 3,094.8

Change in revaluation reserve – – 140.0 – – 140.0

Buy-back of own shares – –0.5 –31.1 – –0.5 –31.1

Dividend – – –189.2 – – –189.2

Translation difference – – – –5.9 –27.4 –15.0

Other – 12.6 12.7 – 12.6 12.7

Net result –172.2 –34.2 –2,279.1 –234.7 –61.7 –2,006.9

Equity carried forward 822.6 3,319.5 994.8 764.7 3,017.8 1,005.3

Accounting principlesThis Interim Report has been prepared in accordance with the Swedish Finan-

cial Accounting Standards Council’s recommendation RR 20, Interim reporting.

From 1 January 2003, Bure applies the Swedish Financial Accounting Stan-

dards Council’s recommendation RR 25 ‘Reporting for segments – operations

and geographic areas’. This means that the information given in this Interim

Report relating to operations has been adapted to RR25. Otherwise the same

accounting principles have been used as for the latest adopted Annual Report.

Detailed audit reportWe have reviewed this interim report in accordance with the recommendation

issued by The Swedish Institute of Authorised Public Accountants, FAR. The

market listed associated companies, which are reported in accordance with the

equity method, have not been included in this review. A review is significantly

limited compared with an audit. Nothing has emerged which indicates that the

interim report does not comply with the demands of Stock Market and Annual

Accounts Act.

Gothenburg, 21 May 2003

Bertel Enlund Anders Ivdal

Authorised Public Accountant Authorised Public Accountant

Extract interim report January – March 2003

74 | BURE EQUITY AB

UNLISTED HOLDINGS

CARL BRO

Statement of income, 3 months 3 months Full-yearSEK M 2003 2002 2002

Net sales 657 675 2,694

Operating expenses –653 –662 –2,708

Adjusted operating result before goodwill amortisation 4 13 –14

% 0.7 1.9 –0.5

Items affecting comparability 0 0 –20

Exit result 0 0 0

Shares in results of associated companies 0 0 –8

Operating result before goodwill amortisation 4 13 –42

% 0.7 1.9 –1.5

Goodwill amortisation –5 –4 –16

Operating result –1 9 –58

Financial income and expenses –5 –3 –25

Result before taxes –6 6 –83

Minority interest and taxes 0 –3 11

Net result –6 3 –72

Key figures 3 months 3 months Full-year2003 2002 2002

Growth, % –3 8 –1

Total assets 1,140 1,425 1,174

Shareholders’ equity 168 250 176

Equity ratio, % 15 18 15

Net debt/receivable –266 –279 –210

Total number of employees 2,851 3,165 2,961

Average number of employees 2,874 3,148 3,080

Value added per employee 0.5 0.6 0.5

• In March 2003, Birgit W. Nørgaard took over as President and CEO of Carl

Bro and Henrik Rossen as Executive Vice President of the Group.

• A provision for costs for terminating the employment of the former president

has been charged to the result for the first quarter of 2003. The underlying re-

sult in the operation is, therefore, higher than the reported result.

• Operating result before goodwill amortisation amounted to SEK 24M in the

core operation (EBITA) and to SEK –19.5M in non-core operations. EBITA

thus amounted to approximately SEK 4.5M net.

• The rationalisation programme in Denmark is beginning to make an impact. In

total, the number of employees in Denmark has reduced by 200 as a result of

an implemented cost rationalisation.

• The result of the Danish core operation for the quarter was in line with plan.

Non-core operations in Denmark, which are being phased out, have been

charged to the result for the quarter, albeit with a significantly lower amount

compared with the previous year.

• The markets in Sweden and the United Kingdom were stable which meant

that these units were in line with plan during the quarter.

Carl Bro is an international technology consulting company which operates within

construction, transport, infrastructure, energy, environment, industrial and interna-

tional aid and development projects. Visit www.carlbro.com for further information.

SYSTEAM

Statement of income, 3 months 3 months Full-yearSEK M 2003 2002 2002

Net sales 243 237 978

Operating expenses –233 –225 –928

Adjusted operating result before goodwill amortisation 10 12 50

% 4.1 5.0 5.1

Items affecting comparability 0 0 –3

Exit result 0 0 0

Shares in results of associated companies 0 0 –2

Operating result before goodwill amortisation 10 12 45

% 4.1 4.8 4.6

Goodwill amortisation –5 –4 –15

Operating result 5 8 30

Financial income and expenses 0 –1 –3

Result before taxes 5 7 27

Minority interest and taxes –2 –2 –8

Net result 3 5 19

Key figures 3 months 3 months Full-year2003 2002 2002

Growth, % 3 12 3

Total assets 436 402 439

Shareholders’ equity 231 134 228

Equity ratio, % 53 33 52

Net debt/receivable 40 –61 52

Average number of employees 778 780 774

Value added per employee 0.6 0.7 0.6

• Systeam’s market within small and medium-sized companies improved and

there is an increased interest in business systems.

• Telenor selected Systeam to secure service and maintenance of satellite sta-

tions throughout the world. The solution is based on the business system,

Jeeves Enterprise, and contains the whole project and service process.

• The county council in Uppsala made an investment in an Internet-based sys-

tem for patient logs. The solution is one of 40 projects to be nominated for the

EU’s eAwards within e-Health.

Systeam works as a generalist IT consultant for medium-sized companies and

as a specialist in ERP (Enterprise Resource Planning), system development

and management services for large companies. For further information, visit

www.systeam.se

Extract interim report January – March 2003

BURE EQUITY AB | 75

PAHR

Statement of income, 3 months 3 months Full-yearSEK M 2003 2002 2002

Net sales 55 56 212

Operating expenses –45 –45 –172

Adjusted operating result before goodwill amortisation 10 11 40

% 18.0 19.3 18.8

Items affecting comparability 0 0 0

Exit result 0 0 0

Shares in results of associated companies 0 0 0

Operating result before goodwill amortisation 10 11 40

% 18.0 19.3 18.8

Goodwill amortisation –3 –3 –12

Operating result 7 8 28

Financial income and expenses –2 –2 –7

Result before taxes 5 6 21

Minority interest and taxes 0 0 –9

Net result 5 6 12

Key figures 3 months 3 months Full-year2003 2002 2002

Growth, % –1 5 6

Operating cash flow 23 18 34

Total assets 297 303 326

Shareholders’ equity 100 81 99

Equity ratio, % 34 27 30

Net debt/receivable –107 –140 –124

Total number of employees 149 150 151

Average number of employees 149 144 149

Value added per employee 1.0 1.0 1.0

• PAHR’s result for the first quarter was better than plan despite the continued

sluggish market.

• Sales activities in the public sector, in particular the municipal market in Swe-

den, were characterised by a number of procurements which will be decided

during the second half of 2003.

• In the private sector, the weak economy had a greater influence with a limited

number of procurements and continued sluggishness in decision making.

• The operation in Norway has started better than in the corresponding period

in the previous year despite the weak economy.

PAHR Group develops and provides software and services aimed at helping

operations refine and administer their human and structural capital efficiently.

For further information, visit www.svenska-pa.se

VITTRA

Statement of income, 3 months 3 months Full-yearSEK M 2003 2002 2002

Net sales 94 66 282

Operating expenses –92 –64 –283

Adjusted operating result before goodwill amortisation 2 2 –1

% 1.6 3.0 –0.4

Items affecting comparability 0 0 –2

Exit result 0 0 0

Shares in results of associated companies 0 0 0

Operating result before goodwill amortisation 2 2 –3

% 1.6 3.0 –1.1

Goodwill amortisation –1 0 –2

Operating result 1 2 –5

Financial income and expenses 0 0 –1

Result before taxes 1 2 –6

Minority interest and taxes 0 –1 1

Net result 1 1 –5

Key figures 3 months 3 months Full-year2003 2002 2002

Growth, % 42 81 38

Operating cash flow –18 –5 –21

Total assets 152 89 126

Shareholders’ equity 58 28 32

Equity ratio, % 38 31 25

Net debt/receivable –8 –9 –14

Total number of employees 470 340 469

Average number of employees 470 340 404

Value added per employee 0.4 0.4 0.4

• Operations are developing according to plan with continued strong growth

based on significant demand from municipalities, parents and students.

• In addition to the current operations, the quarter was characterised by activi-

ties relating to start-ups for autumn 2003 when seven new schools are

planned.

Vittra, which has 5,000 students, is the largest independent school company in

Sweden. The company has schools at pre-school, compulsory and sixth-form

level. Vittra’s concept is to increase the opportunities during the different stages

of life through education and learning. Visit www.vittra.se for further information.

Extract interim report January – March 2003

76 | BURE EQUITY AB

CYGATE

Statement of income, 3 months 3 months Full-yearSEK M 2003 2002 2002

Net sales 198 187 740

Operating expenses –202 –188 –775

Adjusted operating result before goodwill amortisation –4 –1 –35

% –2.0 –0.7 –4.7

Items affecting comparability 0 0 –10

Exit result 0 0 0

Shares in results of associated companies 0 0 0

Operating result before goodwill amortisation –4 –1 –45

% –2.0 –0.7 –6.0

Goodwill amortisation –2 –2 –25

Operating result –6 –3 –70

Financial income and expenses 1 3 –1

Result before taxes –5 0 –71

Minority interest and taxes –3 –4 –11

Net result –8 –4 –82

Key figures 3 months 3 months Full-year2003 2002 2002

Growth, % 6 –31 –23

Operating cash flow –3 –5 5

Total assets 362 308 391

Shareholders’ equity 29 112 36

Equity ratio, % 8 36 9

Net debt/receivable –54 20 –44

Total number of employees 302 286 342

Average number of employees 300 280 291

Value added per employee 0.6 0.8 0.6

• Bengt Lundgren took over as President in January 2003.

• Cygate Måldata signed an agreement with Stockholm County Council for

delivery of a brand new communications network for data, telephony and

images. The agreement runs for three years, with an option for an additional

two years, and is worth approximately SEK 100M.

• The merger of Cygate’s Swedish operation and the acquired company,

Måldata, has been implemented and the integration work is going according

to plan.

• In January, Cygate divested its operations in Lithuania and Estonia.

Cygate offers secure infrastructure solutions for voice, data and video commu-

nication and security. For further information, visit www.cygategroup.com

MERCURI INTERNATIONAL

Statement of income, 3 months 3 months Full-yearSEK M 2003 2002 2002

Net sales 173 188 715

Operating expenses –161 –180 –692

Adjusted operating result before goodwill amortisation 12 8 23

% 6.7 4.2 3.3

Items affecting comparability 0 0 –17

Exit result 0 0 0

Shares in results of associated companies 0 0 0

Operating result before goodwill amortisation 12 8 6

% 6.7 4.1 0.9

Goodwill amortisation –5 –6 –221

Operating result 7 2 –215

Financial income and expenses –4 –2 –14

Result before taxes 3 0 –229

Minority interest and taxes –3 –6 –21

Net result 0 –6 –250

Key figures 3 months 3 months Full-year2003 2002 2002

Growth, % –8 –2 –8

Operating cash flow –12 –17 22

Total assets 584 726 583

Shareholders’ equity 20 229 11

Equity ratio, % 3 32 2

Net debt/receivable –165 –153 –152

Total number of employees 662 714 678

Average number of employees 648 702 716

Value added per employee 0.7 0.7 0.7

• Mecuri’s result for the first quarter was slightly better than plan, despite

continued falling volumes.

• Mercuri Asia was divested during the last quarter of 2002. This means

that the consolidation focusing on Europe continues according to plan.

• Håkan Hederstierna took over as President and CEO in January.

Mercuri International is the market leader in Europe within education

and consulting for sales and leadership. For further information, visit

www.mercuri-int.com

Extract interim report January – March 2003

BURE EQUITY AB | 77

BUSINESS COMMUNICATION GROUP

Statement of income, 3 months 3 months Full-yearSEK M 2003 20021) 2002

Net sales 74 81 341

Operating expenses –79 –81 –370

Adjusted operating result before goodwill amortisation –5 0 –29

% –6.3 0.0 –8.6

Items affecting comparability 0 0 –20

Exit result 0 0 0

Shares in results of associated companies 0 0 0

Operating result before goodwill amortisation –5 0 –49

% –6.3 0.0 –14.4

Goodwill amortisation –2 –2 –10

Operating result –7 –2 –59

Financial income and expenses –1 0 –1

Result before taxes –8 –2 –60

Minority interest and taxes –3 –1 13

Net result –11 –3 –47

Key figures 3 months 3 months Full-year2003 20021) 2002

Growth, % –9 27 29

Operating cash flow –12 – –32

Total assets 163 204 181

Shareholders’ equity 38 89 50

Equity ratio, % 24 44 28

Net debt/receivable –65 –5 –58

Total number of employees 272 – 288

Average number of employees 262 269 287

Value added per employee 0.6 0.5 0.51) pro forma Journalistgruppen, Stark and Appelberg.

• Continued very weak development both in the communications market and

in the companies within BCG in spite of well defended market positions.

• An additional action programme to adapt the costs was initiated during the

quarter. It is expected gradually to make an impact during the year.

Business Communication Group helps its customers to achieve their

targets via customer-adapted communication independent of the media.

Visit www.businesscommunicationgroup.com for further information.

RETEA

Statement of income, 3 months 3 months Full-yearSEK M 2003 2002 2002

Net sales 12 11 44

Operating expenses –10 –8 –38

Adjusted operating result before goodwill amortisation 2 3 6

% 13.4 22.6 14.1

Items affecting comparability 0 0 0

Exit result 0 0 0

Shares in results of associated companies 0 0 0

Operating result before goodwill amortisation 2 3 6

% 13.4 22.6 14.1

Goodwill amortisation 0 0 0

Operating result 2 3 6

Financial income and expenses 0 0 0

Result before taxes 2 3 6

Minority interest and taxes –1 –1 0

Net result 1 2 6

Key figures 3 months 3 months Full-year2003 2002 2002

Growth, % 3 0 1

Operating cash flow 0 4 7

Total assets 19 21 24

Shareholders’ equity 10 11 9

Equity ratio, % 55 52 39

Net debt/receivable 6 9 12

Total number of employees 50 46 50

Average number of employees 49 45 49

Value added per employee 0.7 0.7 0.7

• There continues to be relatively strong demand for Retea’s services.

• Mikael Vatn took over as President in January 2003.

• General agreements were signed with Stockholmshem and Familjebostäder

for electric and consulting services.

Retea is a consulting company based in Stockholm which offers consulting and

procurement services within the data communication, electricity supply, electri-

cal engineering, telephony system and telecommunications sectors. Bure’s

ownership amounts to 100 per cent. For further information, visit www.retea.se

Extract interim report January – March 2003

78 | BURE EQUITY AB

CITAT

Statement of income, 3 months 3 months Full-yearSEK M 2003 2002 2002

Net sales 59 63 222

Operating expenses –55 –60 –228

Adjusted operating result before goodwill amortisation 4 3 –6

% 7.1 4.0 –2.7

Items affecting comparability 0 0 –11

Exit result 0 0 0

Shares in results of associated companies 0 0 0

Operating result before goodwill amortisation 4 3 –17

% 7.1 4.0 –7.7

Goodwill amortisation –2 –2 –8

Operating result 2 1 –25

Financial income and expenses –1 –1 –4

Result before taxes 1 0 –29

Minority interest and taxes –1 0 6

Net result 0 0 –23

Key figures 3 months 3 months Full-year2003 2002 2002

Growth, % –7 –34 –211)

Operating cash flow –3 –12 –17

Total assets 199 194 187

Shareholders’ equity 48 68 47

Equity ratio, % 24 35 25

Net debt/receivable –81 –67 –77

Total number of employees 219 228 223

Average number of employees 224 236 232

Value added per employee 0.6 0.6 0.61) When adjusted for divested units, sales fell by 14 per cent for 2002.

• Operations developed according to plan and again showed growth towards

the end of the period compared with the previous year.

• During the quarter, Citat was nominated as the leading operator in Europe

within Market Resource Management by the analysis company, Gartner

Group.

• Order intake was good despite the continued wait-and-see market. New as-

signments were received from AstraZeneca, Papyrus, Apollo Resor, Volvo

Lastvagnar and Volvo Cars. An order from FMV with an order value of SEK

16M for system and technical consulting services was also received during

the period.

Citat provides marketing and information departments with services and sys-

tem solutions which make the process for market communication and informa-

tion more efficient. Visit www.citat.se for further information.

CELEMI

Statement of income, 3 months 3 months Full-yearSEK M 2003 2002 2002

Net sales 26 25 120

Operating expenses –23 –26 –112

Adjusted operating result before goodwill amortisation 3 –1 8

% 12.7 –4.1 7.1

Items affecting comparability 0 0 0

Exit result 0 0 0

Shares in results of associated companies 0 0 0

Operating result before goodwill amortisation 3 –1 8

% 12.7 –4.1 7.0

Goodwill amortisation 0 0 –1

Operating result 3 –1 7

Financial income and expenses 0 0 0

Result before taxes 3 –1 7

Minority interest and taxes 0 –1 –1

Net result 3 –2 6

Key figures 3 months 3 months Full-year2003 2002 2002

Growth, % 5 –32 –10

Operating cash flow – 5 2

Total assets 42 49 64

Shareholders’ equity 30 17 28

Equity ratio, % 71 35 44

Net debt/receivable 6 9 7

Total number of employees 55 59 54

Average number of employees 54 64 60

Value added per employee 1.1 0.7 1.0

• The result was slightly below plan but significantly better than for the corre-

sponding period in 2002.

• There is uncertainty in Celemi’s market, particularly in Asia.

Celemi helps large companies rapidly and efficiently communicate key mes-

sages and motivate and mobilise people to act in accordance with the compa-

ny’s objectives. Business simulations and tailored solutions help people under-

stand the big contexts and how they can contribute, which is a prerequisite for

strategic change and visible results. The company operates in more than 30

countries and has around 60 staff. Bure’s ownership in Celemi amounts to 32

per cent. For further information, visit www.Celemi.se

Extract interim report January – March 2003

BURE EQUITY AB | 79

XDIN

Statement of income, 3 months 3 months Full-yearSEK M 2003 2002 2002

Net sales 49 46 179

Operating expenses –47 –45 –188

Adjusted operating result before goodwill amortisation 2 1 –9

% 3.1 2.1 –5.2

Items affecting comparability 0 0 0

Exit result 0 0 0

Shares in results of associated companies 0 0 0

Operating result before goodwill amortisation 2 1 –9

% 3.1 2.1 –5.2

Goodwill amortisation –1 –1 –4

Operating result 1 0 –13

Financial income and expenses 0 0 –2

Result before taxes 1 0 –15

Minority interest and taxes 0 0 0

Net result 1 0 –15

Key figures 3 months 3 months Full-year2003 2002 2002

Growth, % 7 –3 3

Operating cash flow 4 – –20

Total assets 112 125 117

Shareholders’ equity 49 41 48

Equity ratio, % 44 33 41

Net debt/receivable –18 –42 –22

Total number of employees 231 240 232

Average number of employees 229 238 234

Value added per employee 0.6 0.6 0.5

• Xdin continues to win market share within the automotive industry, despite re-

ductions by different manufacturers.

• Interest in services and products within visual operating systems is on the

increase. New customers during the first quarter include Volvo Powertrain,

Volvo Flodby and Ovako Steel.

• Xdin's presence was extended to the Mälar region through the establishment

of a new office in Stockholm.

Xdin provides services, training and creative tools for change and development

processes in companies, primarily within the automotive industry. For further

information, visit www.xdin.com

INFORMATOR TRAINING GROUP

Statement of income, 3 months 3 months Full-yearSEK M 2003 20021) 20021)

Net sales 39 51 186

Operating expenses –45 –61 –224

Adjusted operating result before goodwill amortisation –6 –10 –38

% –14.8 –18.9 –20.5

Items affecting comparability 0 0 –11

Exit result 0 0 0

Shares in results of associated companies 0 0 0

Operating result before goodwill amortisation –6 –10 –49

% –14.8 –18.9 –26.2

Goodwill amortisation –2 –3 –1202)

Operating result –8 –13 –169

Financial income and expenses 0 –1 –6

Result before taxes –8 –14 –175

Minority interest and taxes 0 0 0

Net result –8 –14 –1751) Informator/Prokoda pro forma.2) Including a one-off write-down of SEK 108M .

Key figures 3 months 3 months Full-year2003 2002 2002

Growth, % –22 –31 121)

Operating cash flow –10 – –32

Total assets 179 – 189

Shareholders’ equity 32 – 40

Equity ratio, % 18 – 21

Net debt/receivable –38 – –26

Total number of employees 156 – 155

Average number of employees 152 – 194

Value added per employee 0.3 – 0.21) Including acquired sales of Prokoda

• Results improved compared with the first quarter of 2002 on significantly

lower volume.

• The German market was weaker than anticipated where, in particular,

the public sector weakened.

• Initiatives aimed at cost reductions continue in Sweden and have been

intensified in Germany.

Informator carries out training programmes aimed at strengthening companies’

IT competence at all levels, from the most advanced leading edge knowledge,

to certification and user training. For further information, visit

www.informator.com

Extract interim report January – March 2003

80 | BURE EQUITY AB

SIMONSEN

Statement of income, 3 months 3 months Full-yearSEK M 2003 2002 2002

Net sales 234 236 944

Operating expenses –233 –233 –976

Adjusted operating result before goodwill amortisation 1 3 –32

% 0.5 1.5 –3.4

Items affecting comparability 0 2 –43

Exit result 0 0 0

Shares in results of associated companies 0 0 0

Operating result before goodwill amortisation 1 5 –75

% 0.5 2.3 –8.0

Goodwill amortisation 0 –1 –23

Operating result 1 4 –98

Financial income and expenses –1 –2 –10

Result before taxes 0 2 –108

Minority interest and taxes 0 0 –1

Net result 0 2 –109

Key figures 3 months 3 months Full-year2003 2002 2002

Growth, % –1 15 14

Operating cash flow –18 –16 –50

Total assets 308 460 316

Shareholders’ equity 27 7 8

Equity ratio, % 9 1 2

Net debt/receivable –98 –174 –101

Total number of employees 831 727 815

Average number of employees 599 589 600

Value added per employee 0.3 0.4 0.3

• A new country manager has been employed in Norway to lead the expansion

within the Materials division.

• A contribution of SEK 28M has been provided in 2003.

• After an investment in modern control equipment in the laundry in Rimbo,

deliveries to the Karolinska Hospital started during February. The size of the

contract is SEK 30M.

Simonsen provides materials, laundry and capital goods, in particular for the

healthcare sector. The company is established in seven locations in Sweden

and in Denmark, and is organised in three divisions: Materials, Laundry and

Product. For further information, visit www.simonsen.se

LISTED COMPANIES

SCRIBONA• Scribona reported net sales of SEK 3,121M (3,367) for the first quarter of

2003. Operating result before goodwill amortisation amounted to SEK –13M

(19).

• Tom Ekevall Larsen took over as President in March 2003.

Scribona is the leading operator in IT products and IT solutions in the Nordic

countries. The Scribona share is quoted on the A list of the OM Stockholm Ex-

change and has a secondary listing on the Oslo Stock Exchange. Bure’s own-

ership in Scribona amounts to approximately 35 per cent of capital. For further

information, visit www.scribona.se

DIMENSION• Dimension’s net sales for the first quarter of 2003 amounted to SEK 136M

(310). Operating result before goodwill amortisation amounted to SEK –65M

(–37). The amount includes restructuring costs of SEK 46M (0).

• The majority of the distributor operation in Next Nordic was divested at the

beginning of 2003.

• Örjan Frid took over as President in March 2003.

Dimension is an integrator of business-critical IT infrastructure. The Dimension

share is quoted on the O list of the OM Stockholm Exchange. Bure’s ownership

in Dimension amounts to approximately 33 per cent of capital. For further infor-

mation, visit www.dimension.se

TELECA• Teleca’s net sales for the first quarter of 2003 amounted to SEK 645M (431).

The consolidated operating result before goodwill amortisation amounted to

SEK 44M (44).

Teleca is an international consulting company which develops and applies ad-

vanced technologies. The group has more than 2,500 employees in 15 coun-

tries. The Teleca share is quoted on the O list of the OM Stockholm Exchange.

Bure’s ownership amounts to approximately 16 per cent of capital. For further

information, visit www.teleca.se

Extract interim report January – March 2003

BURE EQUITY AB | 81

HOLDINGS VIA NORDIC CAPITAL

NORDIC CAPITALBure has invested in the venture capital fund, Nordic Capital, since 1993. The

fund has a diversified portfolio with holdings in unlisted, mainly mature compa-

nies. In parallel with investments via Nordic Capital’s funds, Bure has invested

directly in some Nordic Capital companies.

Some of the companies are prepared for a stock market listing or sale

when the capital market has stabilised.

Bure's remaining investment undertaking, excluding management fee,

amounts to approximately SEK 86M.To this will be added a management fee,

which could amount to not more than SEK 69M for the period until 2010.

MÖLNLYCKE HEALTH CARE• Mölnlycke Health Care’s net sales for the first quarter of 2003 amounted to

SEK 1,075M (1,075) with an operating result before goodwill amortisation and

items affecting comparability of SEK 110M (60).

Mölnlycke Health Care is one of the world’s leading companies in surgical and

wound care products. The surgical products are single-use articles for the

emergency care sector and account for approximately 75 per cent of the com-

pany’s total sales.

The company has around 4,000 staff, of whom 3,300 work at the produc-

tion units in Belgium, Finland, Mexico, Thailand and the Czech Republic.

Bure’s ownership in Mölnlycke Health Care amounts to approximately 16.7

per cent in total and around 14 per cent after dilution.

VENTURE CAPITAL & INCUBATORS

Bure’s remaining book values within Venture Capital & Incubators amount to

SEK 3M. Its remaining investment undertaking, excluding management fee, in

CR&T amounts to SEK 53M. To this will be added a management fee, which

could amount to not more than SEK 23M for the period until 2007.

INNOVATIONSKAPITALInnovationskapital invests in high technology companies in their early develop-

ment phases. For further information, visit www.innkap.se

In March 2003, Bure divested 50 per cent of its holding in Innovationskapi-

tal’s Fund III. In May, an additional 50 per cent of the remaining holding was di-

vested.

Thereafter, Bure has a remaining investment undertaking, excluding man-

agement fee, of approximately SEK 38M in Innovationskapital’s Fund III. To this

will be added a management fee, which could amount to SEK 13M for the peri-

od until 2011.

Extract interim report January – March 2003

Parent Company

SEK M Note 2002 2001 2000

Investment operations

Dividends 7 4.5 47.3 78.2

Exit results 5 345.1 590.4 2,676.7

Write-downs 4 –2,417.4 –497.2 –847.8

–2,067.8 140.5 1,907.1

Asset management

Dividends 7 – – 15.8

Capital gains and write-downs 5 – – 66.3

– – 82.1

Administrative costs

Personnel costs 30, 31, 32 –85.9 –69.1 –98.3

Other external costs –109.3 –86.4 –103.4

Other operating expenses – – –0.1

Depreciation –1.9 –1.6 –1.5

–197.1 –157.1 –203.3

Result before financial income and expenses –2,264.9 –16.6 1,785.9

Financial income and expenses

Interest income 2 58.4 80.6 34.6

Interest expenses 2 –72.6 –19.9 –53.7

–14.2 60.7 –19.1

Result before taxes –2,279.1 44.1 1,766.8

Taxes 8 – 29.4 –

Net result for the year –2,279.1 73.5 1,766.8

Average number of shares 105,147 107,553 109,100

Earnings per share, SEK –21.68 0.68 16.19

,

Group

SEK M Note 2002 2001 2000

Operating income

Invoiced sales 5,941.9 3,949.5 7,478.0

Other income 102.6 47.2 75.4

Total net sales 1 6,044.5 3,996.7 7,553.4

Exit results 5 361.2 668.1 2,947.9

Other operating income 10.8 23.4 21.5

Share in results of associated companies 3 –166.7 –142.3 99.1

Total operating income 6,249.8 4,545.9 10,621.9

Operating expenses

Raw materials and necessities –499.1 –184.5 –399.0

Goods for resale –1,168.1 –1,048.6 –2,022.8

Other external costs –1,326.0 –955.4 –,1,883.2

Personnel costs 30, 31, 32 –3,139.3 –1,765.8 –3,033.3

Depreciation and write-downs –954.4 –248.0 –577.4

Items affecting comparability 4 –767.1 –464.5 –181.5

Other operating expenses –20.1 –20.9 –11.8

Total operating expenses –7,874.1 –4,687.7 –8,109.0

Operating result –1,624.3 –141.8 2,512.9

Financial income

Dividends 7 13.4 23.6 28.0

Capital gains – – 107.3

Interest income 51.6 48.1 76.2

Other financial income 1.0 6.0 1.0

Total financial income 66.0 77.7 212.5

Financial expenses

Interest expenses –189.5 –77.7 –174.5

Capital losses 5 –267.0 –45.0 –

Other financial expenses –1.3 – –1.0

Total financial expenses –457.8 –122.7 –175.5

Result after financial items 1, 8 –2,016.1 –186.8 2,549.9

Minority interest 8 33.6 15.6 –328.9

Taxes 8 –24.4 –22.0 –220.7

Net result for the year –2,006.9 –193.2 2,000.3

Average number of shares 105,147 107,553 109,100

Earnings per share, SEK –19.09 –1.80 18.33

82 | FINANCIAL ACCOUNTS

STATEMENT OF INCOME

Financial accounts

FINANCIAL ACCOUNTS | 83

Parent Company GroupSEK M Note 2002 2001 2000 2002 2001 2000

Current operations

Result after financial items –2,279.1 44.1 1,766.8 –2,016.1 –186.8 2,550.0

Depreciation and write-downs 2,329.7 213.1 628.0 1,634.1 248.0 833.7

Shares in results of associated companies 166.7 142.3 –130.8

Dividends received from associated companies 4.4 38.9 46.3

Capital result, investment operations –345.1 –579.9 –1,902.2 –361.2 –645.6 –2,180.7

Paid tax –35.2 –10.4 –219.7

Cash flow from current operations before changes in working capital –294.5 –322.7 492.6 –607.3 –413.6 898.8

Cash flow from change in working capital

Change in inventories –8.0 21.6 –235.3

Change in current receivables 168.5 446.9 –1,270.1 403.3 –215.5 –480.4

Change in shares and bond portfolio 982.5 488.5 187.7 124.3

Change in provisions 90.0 –77.6 70.0 25.2 –76.9 –42.0

Change in current liabilities –65.8 –39.6 –92.4 61.1 86.3 684.3

Cash flow from change in working capital 192.7 329.7 –310.0 970.1 3.2 50.9

Cash flow from current operations –101.8 7.0 182.6 362.8 –410.4 949.7

Investment operations

Acquisition of subsidiaries 17 –360.1 –812.6 –688.8 –201.9 –711.3 –162.1

Acquisition of other fixed assets –2.5 –2.9 –1.0 –146.1 –247.4 –186.3

Acquisition of intangible fixed assets –8.9 –132.2 –51.8

Acquisition of associated companies and other shares –174.3 –382.2 –136.1 –323.0 –125.6 –136.1

Sale of subsidiaries 17 35.8 776.8 704.5 –69.0 671.1 1,171.7

Sale of associated companies and other shares 561.9 120.6 1,736.7 572.0 – 1,741.6

Cash flow from investment operations 60.8 –300.4 1,615.3 –176.9 –545.4 2,377.0

Financial operations

Raised loans/amortisation of liabilities 200.0 1,000.0 –1,555.3 –205.8 1,365.3 –2,883.1

Granted loans/amortisation of receivables 29.0 –14.2 –117.7

Cash dividend and cost of distribution –176.6 –329.9 –399.6 –176.5 –753.6 –400.5

Buy-back of own shares –31.1 –99.9 – –31.1 –99.9 –

Payment to/from minority –12.0 17.4 467.1

Cash flow from financial operations –7.7 570.2 –1,954.9 –396.4 515.0 –2,934.2

The year’s cash flow –48.7 276.8 –157.0 –210.5 –440.8 392.5

Liquid funds on 1 January 323.1 46.3 203.3 727.1 1,167.9 775.4

Liquid funds on 31 December 274.4 323.1 46.3 516.6 727.1 1,167.9

CASH FLOW STATEMENTS

Parent Company GroupSEK M Note 2002 2001 2000 2002 2001 2000

Fixed assets

Intangible fixed assets

Patents, licences, etc 10 16.4 46.6 74.9

Goodwill 11 980.7 1,803.6 2,937.2

Total intangible fixed assets 997.1 1,850.2 3,012.1

Tangible fixed assets

Buildings, land and land improvements 12 317.6 391.8 180.9

Machinery and other technical plant 13 8.5 7.2 9.0

Equipment, tools and installations 14 4.7 4.2 3.1 209.2 287.4 259.0

New construction in progress 15 – 0.8 –

Total tangible fixed assets 4.7 4.2 3.1 535.3 687.2 448.9

Financial fixed assets

Participations in Group companies 16, 17, 18 458.0 1,631.9 1,826.3

Participations in associated companies 19, 20 720.3 892.9 714.2 663.5 916.3 740.9

Participations and convertible debt instruments 21 723.0 822.8 680.8 1,036.4 1,467.1 1,516.3

Other long-term securities holdings 4.0 4.8 9.1 29.4

Other long-term receivables 2.9 0.9 9.9 45.7 53.4

Deferred tax receivables 8 43.0 52.9 83.9

Total financial fixed assets 1,905.3 3,350.5 3,222.2 1,757.6 2,491.1 2,423.9

Total fixed assets 1,910.0 3,354.7 3,225.3 3,290.0 5,028.5 5,884.9

Current assets

Inventories, etc

Raw materials and necessities 0.9 4.4 3.3

Finished products and goods for resale 105.2 141.9 519.5

Work in progress 21.4 27.8 14.4

Advance to suppliers 0.1 247.6 0.1

Total inventories, etc 127.6 421.7 537.3

Current receivables

Trade debtors 1.6 0.1 0.5 532.1 1,105.2 1,081.2

Receivables from Group companies 339.8 809.1 1,012.6

Receivables from associated companies 2.4 18.1 30.0 2.4 18.1 30.0

Other current receivables 63.4 131.9 365.5 106.6 218.2 200.7

Prepaid tax 4.5 4.5 4.5 29.6 28.1 30.9

Prepaid expenses and accrued income 22 6.2 7.8 5.3 171.3 244.1 172.7

Total current receivables 417.9 971.5 1,418.4 842.0 1,613.7 1,515.5

Short-term investments 200.0 250.0 – 212.6 322.8 325.4

Cash and bank balances 74.4 73.1 46.3 304.0 404.2 842.5

Total current assets 692.3 1,294.6 1,464.7 1,486.2 2,762.4 3,220.7

TOTAL ASSETS 2,602.3 4,649.3 4,690.0 4,776.2 7,790.9 9,105.6

84 | FINANCIAL ACCOUNTS

BALANCE SHEETS

FINANCIAL ACCOUNTS | 85

Parent Company GroupSEK M Note 2002 2001 2000 2002 2001 2000

Shareholders’ equity

Restricted equity

Share capital (109,100,000 shares with a par value of SEK 10 each) 23 1,091.0 1,091.0 1,091.0 1,091.0 1,091.0 1,091.0

Restricted reserves 23 1,091.0 1,091.0 1,091.0 1,207.2 1,075.1 1,190.4

Revaluation reserve 140.0

Total restricted equity 2,322.0 2,182.0 2,182.0 2,298.2 2,166.1 2,281.4

Non-restricted equity

Profit brought forward/non-restricted reserves 951.9 1,086.0 361.3 714.0 1,121.9 111.1

Net result for the year –2,279.1 73.5 1,766.8 –2,006.9 –193.2 2,000.3

Total non-restricted equity 23 –1,327.2 1,159.5 2,128.1 –1,292.9 928.7 2,111.4

Total equity 994.8 3,341.5 4,310.1 1,005.3 3,094.8 4,392.8

Minority interest 59.7 195.7 1,106.3

Provisions

Provisions for pensions 20.7 19.8 29.1

Provisions for deferred taxes – – 37.0 39.5 55.4 125.6

Provisions for restructuring reserves 22.5 41.8 120.3

Other provisions 90.0 – 70.0 49.5 19.6 103.0

Total provisions 24 90.0 – 107.0 132.2 136.6 378.0

Liabilities

Long-term liabilities

Liability to credit institutions 1,000.0 – 552.0 1,705.8 404.0

Liabilities to subsidiaries 75.6 – –

Other long-term liabilities 7.2 20.1 308.0 416.3 869.6

Total long-term liabilities 25, 27 75.6 1,007.2 20.1 860.0 2,122.1 1,273.6

Current liabilities

Liability to credit institutions 27 1,243.4 1,346.5 244.7 129.7

Advance from customers 75.6 306.3 76.4

Trade creditors 4.8 16.1 10.3 313.0 475.8 871.6

Liability to subsidiaries 114.8 75.8 165.0

Liability to associated companies 2.0 2.0

Tax liabilities 0.0 18.2 19.4 120.2

Other current liabilities 12.4 155.6 30.1 575.2 456.8 291.6

Accrued expenses and prepaid income 26 64.5 53.1 47.4 388.5 738.7 465.4

Total current liabilities 1,441.9 300.6 252.8 2,719.0 2,241.7 1,954.9

Total liabilities 1,517.5 1,307.8 272.9 3,579.0 4,363.8 3,228.5

TOTAL EQUITY, PROVISIONS AND LIABILITIES 2,602.3 4,649.3 4,690.0 4,776.2 7,790.9 9,105.6

Pledged assets 27 631.3 57.5 24.9 1,692.0 1,033.3 2,165.9

Contingent liabilities 28 535.4 1,038.1 936.0 50.2 1,478.0 1,105.4

Balance sheets

The Annual Report and consolidated accounts of Bure Equity AB

have been prepared in accordance with the Annual Accounts Act

and the Swedish Financial Accounting Standards Council’s rec-

ommendations and pronouncements.

The new accounting principles, issued by the Swedish Finan-

cial Accounting Standards Council and which came into force in

2002, have been applied in this Annual Report. This had no effect

on the reported results and financial position.

Consolidated accountsThe consolidated accounts have been prepared in accordance

with the Swedish Financial Accounting Standards Council’s rec-

ommendation RR1:00 regarding consolidated accounts, apply-

ing the purchase method. In addition to the Parent Company, the

consolidated accounts comprise all companies in which the Par-

ent Company has a controlling influence. This normally applies to

companies in which Bure directly or indirectly holds more than 50

per cent of the votes.

Companies acquired during the year are consolidated from

the date of acquisition. Subsidiaries divested during the year are

included in the consolidated accounts up to the date of sale.

Associated companies are consolidated in accordance with

Swedish Financial Accounting Standards Council’s recommen-

dation No 13. Associated companies are reported in accordance

with the equity method in the consolidated accounts. Companies

in which Bure has a significant influence, usually when the num-

ber of votes corresponding to between 20 and 50 per cent, are

treated as associated companies. The equity method means that

the acquisition cost of the shares, plus the Group’s share in the

results of the associated companies less dividends received, is

reported under the heading “Shares in capital of associated com-

panies” in the consolidated balance sheet.

In the consolidated statement of income , “Shares in results of

associated companies” constitute Bure’s share of the results of

the associated companies after financial items, less amortisation

of goodwill where applicable. Goodwill is amortised according to

a plan established in accordance with the same principles as

those applied for Group companies. The share in the taxes of the

associated companies is reported separately and is included in

the Group’s taxes.

The foreign subsidiaries’ assets and liabilities in the balance

sheet are translated in accordance with the current method. This

means that items in the balance sheet are translated at the ex-

change rate applicable on the balance sheet date and that all

items in the statement of income are translated at the average

rate for the year. The resulting exchange rate differences have

been entered directly in shareholders’ equity. Surplus and deficit

values resulting from acquisition analyses, and which relate to as-

sets in foreign currency, are also translated in accordance with

the current method.

In cases where investments in foreign subsidiaries have been

hedged by raising loans in foreign currency, exchange rate differ-

ences arising on these loans have been entered directly in share-

holders’ equity to the extent that they correspond to the transla-

tion difference attributable to the foreign subsidiaries concerned.

Intangible fixed assetsIntangible fixed assets are reported at their acquisition cost less

accumulated amortisation according to plan.

Goodwill attributable to acquired subsidiaries is reported as a

fixed asset and is amortised according to plan over the estimated

economic life. The economic life is determined after individual as-

sessment. The economic life of Group subsidiaries varies be-

tween five and 20 years.

An economic life in excess of five years may be assigned to

acquisitions of a long-term, strategic nature of companies with

stable operations and good growth. Bure frequently has an in-

vestment horizon in its investments of around five years, following

which the objective is to make a successful exit. Accordingly,

Bure’s situation differs from a normal operating group in which

the acquired unit is often integrated with the other units. During

the holding period, the intention is that the business value of the

acquired company should normally increase. Amortisation peri-

ods could, therefore, be set higher than five years and, in many

cases, at 20 years. Individual evaluations of goodwill are con-

ducted on a regular basis and goodwill items are written down

wherever the need arises need.

Tangible fixed assetsThe tangible fixed assets are reported at their acquisition value

less accumulated depreciation according to plan. Depreciation

has been calculated on the depreciable amount, which normally

constitutes the original acquisition values less, where applicable,

the estimated residual value at the end of the period of use. De-

preciation is applied straight line over the economic life of the as-

sets. Since Bure has subsidiaries whose operations differ greatly

from each other, it is not appropriate to set fixed rules for depreci-

ation periods. However, the following basic guidelines apply:

86 | FINANCIAL ACCOUNTS

ACCOUNTING PRINCIPLES

FINANCIAL ACCOUNTS | 87

Machinery and equipment 3–7 years

Buildings 50 years

Land improvements 20–27 years

LeasingIn accordance with the Swedish Financial Accounting Standards

Council’s recommendation No 6:99, financial lease contracts are

reported as fixed assets or financial liabilities, in the consolidated

balance sheet. In the consolidated statement of income , the leas-

ing cost is distributed on depreciation of the leased asset and in-

terest expense if the asset has been acquired directly. Some mi-

nor, standard financial lease contracts relating to company cars

and office equipment are reported as operating lease contracts.

Financial fixed assetsIn the Parent Company’s balance sheet, Bure’s investments are

valued at their acquisition value including costs that are directly

attributable to the acquisition. The participations are valued at the

lower of acquisition and recovery value.

By recovery value is meant the highest of net sales value and

utility value. The utility value consists of the current value of esti-

mated future net cash flow.

When the recovery value is less than the book value, a write-down

is made to this value. A write-up can also be made in accordance with

the Annual Accounts Act when an asset is deemed to have a reliable

and permanent value that exceeds the book value.

Shares in listed and unlisted companies that are not sub-

sidiaries or associated companies are reported at their acquisi-

tion values under the item ‘Participations and convertible debt in-

struments’ among financial fixed assets. The investments are val-

ued at the lower of acquisition and recovery value, item by item.

For unlisted holdings, cash flow valuations are continually drawn

up to assess the recovery value.

Investments in interest-bearing securities with a maturity of up to

one year are reported as current assets under ‘Short-term invest-

ments’. Investments with duration of more than one year are report-

ed as fixed assets under ‘Other long-term securities holdings’.

Current assetsInventories are valued in accordance with the lowest value princi-

ple at the lower of acquisition value and actual value. Deductions

for estimated actual obsolescence have been made.

Receivables and liabilities in foreign currency have been val-

ued at balance sheet date rate or at the forward rate where for-

ward cover has taken place. Exchange rate profits or losses on

financial receivables and liabilities are reported among financial

items. Operations-related exchange rate profits or losses are

reported in the operating result.

For work in progress, gradual income recognition is applied,

which means that work in progress is valued at an estimated

sales value less anticipated losses.

ProvisionsObligations attributable to the financial year and which, on the

balance sheet date, are probable in their existence but uncer-

tain with regard to amount or date, have been reported as pro-

visions.

Untaxed reservesThe equity portion of untaxed reserves is included in restricted re-

serves. The tax portion of untaxed reserves has been reported as

deferred tax included in the provisions.

Minority interest The minority’s share of the consolidated net profit is stated in the

consolidated statement of income . The minority’s share of the

Group’s shareholders’ equity is reported in a separate item be-

tween long-term liabilities and shareholders’ equity.

TaxDeferred tax receivables and deferred tax liabilities are reported

when there are loss carry-forwards or if there are temporary dif-

ferences between the book value and value for tax purposes. De-

ferred tax receivables relating to loss carryforwards have been re-

ported to the extent it is probable that the deductions can be off-

set against future taxable surpluses.

The year’s tax expense refers to tax payable on the year’s tax-

able profit (current tax), deferred tax and share of tax in the asso-

ciated companies.

Cash flow statementThe Group applies the Swedish Financial Accounting Standards

Council’s recommendation No 7, Reporting of cash flow. By

liquid funds is meant bank deposits and short-term investments

with a maturity of less than three months.

Buy-back of own sharesThe buy-back of own shares has reduced non-restricted equity.

Redovisningsprinciper

88 | FINANCIAL ACCOUNTS

NOTE 1 – Distribution of net sales

Operations owned at year-end

Net sales Result after net financial incomeSEK M 2002 2001 2000 2002 2001 2000

Subsidiaries

Cygate 740.0 963.5 730.3 –71.1 6.2 10.4

Simonsen 943.6 826.2 762.4 –113.2 –21.6 –63.6

Mercuri 715.0 773.3 668.5 –38.6 –28.9 –22.6

Vittra 282.4 204.7 133.5 –6.3 –7.5 2.8

Business Communication Group 341.1 102.5 – –60.2 2.4 –

Citat 222.4 279.5 303.5 –28.4 13.4 –20.4

PAHR 212.1 200.4 – 20.7 24.0 –

Xdin 178.6 – –14.7 – –

Informator 186.3 165.6 212.3 –175.1 –49.8 8.7

Retea 44.2 43.6 – 6.5 6.9 –

Bure Kapital 0.0 0.0 0.0 –321.4 –40.4 36.3

Cindra 0.0 0.0 0.0 –107.2 0.0 –

Subtotal 3,865.7 3,559.3 2,810.5 –909.0 –95.3 –48.4

Carl Bro consolidated to 31 October 2002 2,277.0 165.5 – 15.9 –17.7 –

Capio – – 1,704.6 – – 197.1

Sold and deconsolidated companies 3.3 444.5 3,038.3 –2.4 –5.4 576.1

Acquired companies before the date of acquisition –93.1 –172.2 0.0 0.0 –19.6 0.0

Shares in results of associated companies, Note 3 –166.7 –142.3 99.1

Parent Company result after financial income and expenses –2,279.1 44.1 1,766.8

Elimination of group transactions –8.4 –0.4 – 1,325.2 49.4 –40.8

Total Group 6,044.5 3,996.7 7,553.4 –2,016.1 –186.8 2,549.9

Net sales distributed by type of income:

Net salesSEK M 2002 2001 2000

Sales of goods 1,269 1,434 2,573

Service assignments 4,747 2,438 4,827

Other sales 29 125 153

Total 6,045 3,997 7,553

Net sales distributed on geographical markets as follows:

Net salesSEK M 2002 2001 2000

Sweden 4,170 2,015 4,904

Other Nordic countries 1,307 1,240 1,341

Europe, excluding the Nordic countries 517 665 1,047

North America 17 8 20

Asia 28 49 109

Other markets 6 20 132

Total 6,045 3,997 7,553

NOTES

FINANCIAL ACCOUNTS | 89

NOTE 2 – Purchases and sales between Group companies

Purchases and sales between the Parent Company and Group companies are insignifi-cant. Inter-company interest income and interest expenses are included in the ParentCompany’s results as follows:

SEK M 2002 2001 2000

Income 40.5 45.0 10.5

Expense –1.3 –1.9 –2.3

NOTE 3 – Share in results of associated companies

GroupSEK M 2002 2001 2000

Systeam –2.3 –3.9 –13.8

Gunnebo – – 38.9

CR&T –33.9 –41.8 13.4

Dimension –77.0 –9.8 –

Carl Bro from 1 November 2002 –40.9 – –

Customer Group –6.8 –11.4 –

Celemi –1.0 –8.2 –

Xdin –1.1 –7.2 –

Innkap Management 5.2 1.0 29.1

Newmad –1.8 –4.0 –

Scribona –7.0 –48.3 68.3

Buyonet – –4.0 –6.6

Other –0.1 –4.7 1.5

Total –166.7 –142.3 130.8

Separate reporting of items affecting comparability – – –31.7

Total share in results –166.7 –142.3 99.1

NOTE 4 – Items affecting comparability

Group Parent companySEK M 2002 2001 2000 2002 2001 2000

Investment operations, write-downs

Mercuri International Group – – – –341.0 – –

Cygate – – – –314.0 – –

Bure Kapital –17.9 – – –272.9 –135.4 –

Informator – – – –270.5 – –

Simonsen –13.0 – – –200.2 –51.0 –

Scribona –91.4 – –256.2 –152.0 – –363.5

Systeam –131.4 – – –151.0 – –

CR&T –64.6 – – –120.6 – –

Business CommunicationGroup – – – –113.0 – –

Cindra/Teleca –94.9 – – –107.1 – –

Dimension –87.0 – – –56.0 – –

cont, NOTE 4

Group Parent companySEK M 2002 2001 2000 2002 2001 2000

Chematur – – – – – –197.7

Framfab – – –86.3 – – –86.3

Locus Medicus – – –20.6 – – –20.6

Other write-downs –179.5 –280.4 –3.8 –319.1 –310.8 –181.0

Total write-downs –679.7 –280.4 –366.9 –2,417.4 –497.2 –849.1

Asset management

Write-downs – –107.4 – – – –

Reversal of funds from Alecta – – 204.4 – – 1.3

Results from subsidiaries

Other items affecting comparability –87.4 –76.7 –19.0 – – –

Total –767.1 –464.5 –181.5 –2,417.4 –497.2 –847.8

In the light of the trend of results for the Group’s holdings of shares in subsidiaries,associated companies and other companies and the fall in value of the stock market,a valuation of the Group’s significant holdings was conducted. When evaluating thepossible need for write-downs, the recovery value for unlisted companies consisted ofthe utility value. The utility value is defined as the current value of estimated future netcash flows. When calculating the net cash flow, a forecast period of five years was nor-mally applied. The discount factor applied on the annual accounts was determined in-dividually for each holding within the range of 14–17 per cent. For listed companies, therecovery value consisted of the net sales value. The net sales value was determined onthe basis of current market values at 31 December 2002.

The distribution of write-downs by type of asset is shown in Notes 11, 14, 16, 20 and21.

NOTE 5 – Exit results and capital gains/losses

Group Parent companySEK M 2002 2001 2000 2002 2001 2000

Exit results, investment operations 361.2 668.0 2,564.1 345.1 590.4 2,676.7

Exit results from subsidiaries – 0.1 383.8 – – –

Total exit results 361.2 668.1 2,947.9 345.1 590.4 2,676.7

Capital gains/losses, asset management –264.5 –39.9 66.3 – – 66.3

Capital gains/losses, subsidiaries –2.5 –5.1 41.0 – – –

Total capital gains/losses –267.0 –45.0 – – – –

Total 94.2 623.1 3,055.2 345.1 590.4 2,743.0

Notes

NOTE 6 – Fees to auditors

Group Parent companySEK M 2002 2001 2000 2002 2001 2000

Fees to Ernst & Young

Audit fees 5.1 3.9 6.7 0.4 0.3 0.3

Fees for consultations 5.2 11.4 12.6 2.0 6.0 2.7

Total fees 10.3 15.3 19.3 2.4 6.3 3.0

Fees to KPMG

Audit fees 0.4 – – 0.2 – –

Fees for consultation 1.0 – – 0.5 – –

Total fees 1.4 – – 0.7 – –

Audit fees, other auditors 0.7 0.3 0.8 – – –

The Note ‘Fees to auditors’ does not include information relating to subsidiaries divest-ed during the year.

NOTE 7 – Dividends

Group Parent companySEK M 2002 2001 2000 2002 2001 2000

Investment operations

Dividend from associated companies – – – 4.4 38.9 46.3

Dividend from subsidiaries – – – – – 20.0

Dividend from other companies 6.7 8.4 11.9 0.1 8.4 11.9

Total 6.7 8.4 11.9 4.5 47.3 78.2

Asset management

Dividend from shares in stock portfolio 6.7 15.2 15.8 – – 15.8

Dividend from subsidiaries – – 0.3 – – –

Total 13.4 23.6 28.0 4.5 47.3 94.0

NOTE 8 – Taxes

GroupSEK M 2002 2001 2000

Current tax –32.4 –24.0 –143.1

Deferred tax –3.8 –2.6 –32.1

Share in taxes of associated companies 11.8 4.6 –45.5

Total –24.4 –22.0 –220.7

Bure Equity has a status as an investment company, which means that exit results areexempted from taxation and that an allowance is made for cash dividends.

The Bure Group reports deferred tax receivables totalling SEK 43.0M (52.9). Thisamount is almost exclusively attributable to loss carry-forwards in subsidiaries, whichcan be expected to be offset against future surpluses. In addition, there are loss carry-forwards and temporary differences between book values and values for tax purposeswith a total value of SEK 827.8M for which deferred tax receivables have not beentaken into account. Additional future tax relief of approximately SEK 231.8M can beexpected if these loss carry-forwards can be utilised.

The minority’s share of the result after financial items amounts to SEK 29.5M. Theminority’s share of taxes amounts to SEK 4.1M.

Derivation of tax expense

GroupSEK M 2002

Stated result before taxes –2,016.1

Tax in accordance with the applicable tax rate 564.5

Derivation to reported tax expense:

Tax effect of non-deductible costs

Amortisation and write-downs of goodwill –238.0

Write-downs of shareholdings –190.3

Other –21.5

Tax effect of non-taxable revenues

Exit results 101.1

Other 4.3

Tax effect of loss carry-forward not taken into account –231.0

Other –13.5

Stated tax expense –24.4

90 | FINANCIAL ACCOUNTS

Notes

FINANCIAL ACCOUNTS | 91

NOTE 10 – Patents, licences, etc

GroupSEK M 2002 2001 2000

Opening acquisition value 90.2 125.8 150.3

Acquisitions during the year 12.7 66.5 51.8

Sales/Reclassifications –66.0 –103.1 –77.7

Translation differences –1.2 1.0 1.4

Closing acquisition value 35.7 90.2 125.8

Opening depreciation –27.8 –50.9 –57.0

Acquisitions during the year –2.2 –10.7 –

Sales/Reclassifications 16.9 44.8 26.5

The year’s depreciation –6.6 –10.6 –19.3

Translation differences 0.4 –0.4 –1.1

Closing accumulated depreciation –19.3 –27.8 –50.9

Opening write-downs –15.8 – –

Acquisitions during the year 0.0 –15.5 –

Sales/Reclassifications 15.4 – –

Translation differences 0.4 –0.3 –

Closing accumulated write-downs 0.0 –15.8 –

Book value 16.4 46.6 74.9

NOTE 11 – Goodwill

GroupSEK M 2002 2001 2000

Opening acquisition value 2,163.1 3,537.0 4,716.3

Acquisitions during the year 283.9 1,003.0 251.9

Sales/Reclassifications –498.9 –2,400.8 –1,514.2

Translation differences –19.1 23.9 83.0

Closing acquisition value 1,929.0 2,163.1 3,537.0

Opening depreciation –313.8 –429.7 –523.5

Amortisation taken over on acquisition –4.5 –36.2 –3.5

Sales/Reclassifications 189.1 261.2 490.6

The year’s depreciation –146.8 –111.2 –386.3

Translation differences 5.7 2.1 –7.0

Closing accumulated amortisation –270.3 –313.8 –429.7

Opening write-downs –45.7 –170.1 –

Write-downs taken over on acquisition 0.0 –17.6 –

Sales/Reclassifications 40.1 170.1 –

The year’s write-downs –675.8 –27.2 –170.1

Translation differences 3.4 –0.9 –

Closing accumulated write-downs –678.0 –45.7 –170.1

Book value 980.7 1,803.6 2,937.2

NOTE 9 – Lease contracts

Group Parent companySEK M 2002 2002

The period’s leasing charges (operational):

Cars 24.7 0.0

Premises 154.4 4.7

Other equipment 34.2 0.5

Total 213.3 5.2

Contracted leasing chargesGroup Parent company

2003 2004–2007 >2008 2003 2004–2007 >2008

Operational leasing contracts:

Cars 18.6 25.6 – 0.0 0.0 –

Premises 133.1 351.7 210.4 5.1 5.9 –

Other equipment 25.3 37.3 0.1 0.5 0.1 –

Total 177.0 414.6 210.5 5.6 6.0 –

Financial leasing contracts:

Cars 10.3 13.4 – 0.8 0.3 –

Premises 24.5 95.8 24.4 0.0 0.0 –

Other equipment 7.7 18.5 0.1 0.0 0.0 –

Total 42.5 127.7 24.5 0.8 0.3 –

No significant leasing contracts were entered into during the year.

Notes

Cont. NOTE 11

The largest goodwill items are attributable to (31 Dec 2002):Book Amortisationvalue and write-down

PAHR 335.0 –25.3

Mercuri, 309.2 –227.6

Cygate 95.6 –236.4

Citat 82.9 –45.7

Business Communication Group 71.9 –58.8

NOTE 12 – Buildings, land and land improvements

GroupSEK M 2002 2001 2000

Opening acquisition value 469.7 192.2 628.4

Acquisitions during the year 68.7 402.0 14.0

Sales/Reclassifications –196.9 –129.3 –454.0

Translation differences –4.8 4.8 3.8

Closing acquisition value 336.7 469.7 192.2

Opening depreciation –52.5 –11.3 –69.1

From acquired companies –2.0 –39.6 –

Sales/Reclassifications 45.1 5.8 64.4

The year’s depreciation –10.1 –6.1 –6.5

Translation differences 0.9 –1.3 –0.1

Closing accumulated amortisation –18.6 –52.5 –11.3

Opening write-downs –25.4 – –

From acquired companies – –25.0 –

Sales/Reclassifications 24.3 0.0 –

Translation differences 0.6 –0.4 –

Closing accumulated write-downs –0.5 –25.4 –

Book value 317.6 391.8 180.9

Tax assessment values, buildings 50.8 159.1 158.7

Tax assessment values, land 7.2 4.5 17.8

Not all properties have been given tax assessment values.

Cont. NOTE 12

Properties that are held in accordance with financial lease contracts with thefollowing amounts are included in the stated values:

GroupSEK M 2002 2001 2000

Opening acquisition value 260.6 115.1 150.2

Acquisitions during the year 37.0 206.0 –

Sales during the year – –60.5 –35.8

Translation differences – – 0.7

Closing acquisition value 297.6 260.6 115.1

Opening accumulated depreciation –8.0 –6.0 –5.6

The year’s depreciation –5.8 –5.3 –1.9

Sales during the year – 3.3 1.4

Translation differences – – 0.1

Closing accumulated amortisation –13.8 –8.0 –6.0

Book value 283.8 252.6 109.1

NOTE 13 – Machinery and other technical plant

GroupSEK M 2002 2001 2000

Opening acquisition value 20.8 21.2 290.9

Acquisitions during the year 3.6 0.2 2.5

Sales during the year –0.5 –0.6 –272.2

Closing acquisition value 23.9 20.8 21.2

Opening depreciation –13.6 –12.2 –130.2

Sales/Reclassifications 0.1 0.6 140.2

The year’s depreciation –1.9 –2.0 –22.2

Closing accumulated amortisation –15.4 –13.6 –12.2

Book value 8.5 7.2 9.0

NOTE 14 – Equipment, tools and installations

Group Parent companySEK M 2002 2001 2000 2002 2001 2000

Opening acquisitionvalue 800.9 654.4 1,125.4 12.0 9.2 8.4

Acquisitions during the year 165.1 469.6 169.8 2.5 2.9 1.1

Sales/Reclassifications –361.0 –334.8 –649.8 –0.2 –0.1 –0.3

Translation differences –10.8 11.7 9.0 – – ––

Closing acquisition value 594.2 800.9 654.4 14.3 12.0 9.2

Opening depreciation –513.5 –395.4 –700.0 –7.8 –6.1 –4.8

Acquisitions during the year –37.4 –234.6 –0.3 – – ––

Sales/Reclassifications 272.2 216.9 457.5 0.1 – 0.1

The year’s depreciation –108.0 –92.2 –143.1 –1.9 –1.6 –1.4

Translation differences 7.1 –8.2 –9.5 – –0.1 ––

Closing accumulated depreciation –379.6 –513.5 –395.4 –9.6 –7.8 –6.1

92 | FINANCIAL ACCOUNTS

Notes

FINANCIAL ACCOUNTS | 93

Cont. NOTE 14

Group Parent companySEK M 2002 2001 2000 2002 2001 2000

Opening write-downs 0.0 – – – – –

Reclassifications –0.4 – – – – –

The year’s write-downs –5.1 – – – – –

Translation differenceswrite-downs 0.1 – – – – –

Closing accumulated write-downs –5.4 – – – – –

Book value 209.2 287.4 259.0 4.7 4.2 3.1

Machinery and equipment held in accordance with financial lease contractswith the following amounts are included in the stated values:

GroupSEK M 2002

Opening acquisition value 13.9

Acquisitions during the year 30.1

Sales during the year –4.7

Closing acquisition value 39.3

Opening depreciation –3.7

Acquisitions during the year –1.2

Sales/Reclassifications 2.8

The year’s depreciation –6.6

Closing accumulated amortisation –8.7

Book value 30.6

NOTE 15 – New construction in progress

GroupSEK M 2002 2001 2000

Opening acquisition value 0.8 – 2.1

Acquisitions during the year – 0.8 –

Sales/Reclassifications –0.8 – –2.1

Closing acquisition value 0.0 0.8 –

NOTE 16 – Participations in Group companies

Parent companySEK M 2002 2001 2000

Opening acquisition value 1,765.0 2,140.7 3,201.6

Acquisition/contribution during the year 795.1 822.1 688.8

Anticipated repayment of shareholders’ contribution –9.6 – –

Sales1) –67.1 –1,066.61) –1,749.7

Reclassification –242.9 –131.2 –

Closing acquisition value 2,240.5 1,765.0 2,140.7

Cont. NOTE 16

Parent companySEK M 2002 2001 2000

Opening write-downs –133.1 –314.5 –91.6

The year’s write-downs –1,667.3 –66.3 –264.5

Sales 17.9 247.7 41.7

Closing accumulated write-downs –1,782.5 –133.1 –314.4

Book value 458.0 1,631.9 1,826.3

1) The amount includes SEK 612M for the distribution of Observer.

NOTE 17 – Participations in Group companies – infor-mation regarding the year’s acquisitions

Acquisitions during the year

During the year, acquisitions of Group companies totalling SEK 201.9M were imple-mented. The most significant acquisition was Måldata for SEK 59.4M.

Total value of acquired assets and liabilities for all acquisitions during the year:

SEK M 2002 2001 2000

Intangible assets 287.8 952.5 202.0

Tangible assets 53.1 264.7 4.6

Financial assets –28.8 137.2 1.6

Current assets 177.2 1,028.2 36.8

Liquid funds 58.6 86.3 13.1

Liabilities –287.4 –1,591.3 –59.0

Total purchase price for all acquisitions during the year within the Bure Group 260.5 877.6 199.1

Liquid funds in acquired subsidiaries –58.6 –86.3 –13.1

Payment flows over year-ends – – 1.4

New issue in subsidiaries – –80.0 –25.0

Effect on the Group’s liquid funds 201.9 711.3 162.4

Total value of sold and deconsolidated assets and liabilities for all divestments during the year:

Intangible assets 250.3 2,095.4 1,241.5

Tangible assets 220.8 177.1 702.3

Financial assets –196.6 –101.0 116.7

Current assets 884.7 1,236.7 874.9

Liquid funds 88.4 478.3 302.8

Liabilities –1,219.3 –3,046.8 –1,249.2

Capital gain/loss –8.9 588.2 881.3

Total purchase price for all divestments within the Bure Group 19.4 1,427.9 2,870.3

Liquid funds in divested subsidiaries –88.4 –478.3 –302.8

New issue in subsidiaries – – 25.0

Effect on the Group’s liquid funds –69.0 949.6 2,592.5

When an associated company is transformed into a subsidiary, the item ‘financial as-sets’ is reduced by the previous value of the associated company participation. Thisexplains why financial assets become negative in the above specification. The oppositeapplies when a subsidiary is transformed into an associated company.

Notes

94 | FINANCIAL ACCOUNTS

NOTE 18 – Shares in subsidiaries

Number of Share of capital/ Book value in Corporate reg. RegisteredSEK M shares votes,% Parent Company number office

Mercuri International Group AB 982 98 21.9 556518-9700 Gothenburg

PAHR Svenska AB 20,000 100 205.5 556346-2646 Stockholm

Cygate AB 17,607,187 73 72.7 556364-0084 Stockholm

Business Communication Group Scandinavia AB 1,000,000 88 34.1 556548-1297 Gothenburg

Vittra AB1) 10,000 100 57.9 556402-8925 Stockholm

Citat AB 6,746,689 75 11.3 556382-3656 Gothenburg

Xdin AB 16,701,611 57/59 18.4 556420-7453 Gothenburg

Informator Training Group International AB 5,000 100 0.0 556561-0408 Gothenburg

421.8

Other companies

Retea AB 402 100 28.9 556536-7918 Stockholm

Länia Material AB2) 1,000 100 0.0 556548-1289 Gothenburg

Sancera AB3) 1,000 100 4.0 556551-6910 Gothenburg

Cindra AB4) 1,000 100 1.2 556542-7415 Gothenburg

34.1

Dormant companies

Bure Framtid AB 1,000 100 0.1 556566-3357 Gothenburg

Bure Hälsa och Sjukvård AB 1,000 100 0.1 556548-1230 Gothenburg

Bure Information Group AB 1,000 100 0.1 556548-8169 Gothenburg

Bure Interactive Group AB 1,000 100 0.1 556551-7355 Gothenburg

Bure Tillväxt AB 1,000 100 0.1 556566-4512 Gothenburg

Bure Utvecklings AB 10,000 100 1.2 556472-7112 Gothenburg

Cintera AB 1,000 100 0.1 556554-6958 Gothenburg

Gårda Äldrevård Holding AB 1,000 100 0.1 556548-8144 Gothenburg

Investment AB Bure 1,000 100 0.1 556561-0390 Gothenburg

SG Intressenter AB 1,000 100 0.1 556508-6211 Gothenburg

2.1

Total 458.0

Owned share of operating subsidiaries:1) Vittra Utbildning AB, 85%2) Simonsen Sverige AB, 95%3) Bure Kapital AB, 100%4) Cindra owns 16% of capital and 17% of votes in Teleca.

Notes

FINANCIAL ACCOUNTS | 95

NOTE 20 – Participations in associated companies

Parent CompanySEK M 2002 2001 2000

Opening acquisition value 1,303.5 1,077.6 1,232.0

Acquisitions during the year 106.0 94.6 136.1

Sales –3.6 0.0 –295.4

Reclassification 208.7 131.3 4.9

Closing acquisition value 1,614.6 1,303.5 1,077.6

Opening write-downs –410.6 –363.4 –

The year’s write-downs –483.7 –47.2 –363.4

Sales 0.0 0.0 –

Closing accumulated write-downs –894.3 –410.6 –363.4

Book value 720.3 892.9 714.2

NOTE 21 – Participations and convertible debtinstruments

Group Parent companySEK M 2002 2001 2000 2002 2001 2000

Opening acquisition value 1,578.0 1,636.0 1,654.6 929.3 791.5 1,656.8

Acquisitions during the year 596.0 1,069.3 1,921.9 70.0 362.1 1,850.0

Sales –1,019.3 –1,131.8 –1,935.7 –253.0 –228.8 –2,710.4

Reclassification 0.0 4.4 –4.8 0.0 4.5 –4.9

Translation differences 0.0 0.1 0.0 0.0 – –

Closing acquisition value 1,154.7 1,578.0 1,636.0 746.3 929.3 791.5

The year’s write-ups 140.0 140.0

Closing accumulated write-ups 140.0 140.0

NOTE 19 – Proportion of equity in associated companies

Number of Share of capital/ Book value in Book value in Market Corporate reg. RegisteredSEK M shares votes,% Parent Company Group value number office

Systeam Aktiebolag 12,000,500 48 213.0 213.0 556237-3877 Jönköping

Carl Bro A/S 110,006 50 249.9 191.4 48233511 Glostrup, Denmark

462.9 404.4

Other companies

Scribona AB 17,857,089 35/29 203.3 203.3 203.3 556079-1419 Solna

Dimension i Stockholm AB 10,096,550 33 35.1 35.1 35.1 556328-2754 Stockholm

Celemiab Group AB 129,005 32 19.0 19.0 556562-3997 Malmö

Newmad Technologies AB 510,000 27 0.0 0.0 556576-6705 Gothenburg

InnovationsKapital

Management i Gothenburg AB 4,000 40 0.0 0.0 556541-0064 Gothenburg

InnovationsKapital Fond 1 AB 244 24 0.0 0.0 556541-0056 Gothenburg

Nordic Capital Svenska AB 9,375 19/32 0.0 0.0 556475-7044 Stockholm

Carlstedt Research &

Technology CRT Holding AB 235,814 65/49 0.0 0.0 556524-3176 Gothenburg

Customer Group

Scandinavia AB 177,171 42 0.0 0.0 556543-0146 Stockholm

257.4 257.4

Other equity shares 1.7

Book value 720.3 663.5

The difference between book value in the Group and the Parent Company is because shares in the results of associated companies are included in accordance with the equitymethod. The difference, SEK 56.8M, consists of accumulated shares in the results of associated companies less depreciation of surplus values and dividends received, and ofreported shares of equity from subsidiaries.

In accordance with the Swedish Financial Accounting Standards Council’s recommendation No 1, a company shall be regarded as a subsidiary when an owner has a decisive influ-ence. In the light of a renewed examination of the meaning of the existing agreements between Bure and the other owners of Carl Bro, Bure cannot be deemed to have a decisiveinfluence in Carl Bro. With effect from 1 November 2002, Carl Bro has therefore been reported as an associated company.

The reclassification of Carl Bro is included under the heading Sales/Reclassifications in Notes 9–15.

Notes

Cont. NOTE 21

Group Parent companySEK M 2002 2001 2000 2002 2001 2000

Opening write-downs –110.9 –119.7 –9.0 –106.5 –110.7 –

The year’s write-downs –219.3 –110.9 –110.7 –106.5 –106.5 –110.7

Sales 71.9 119.7 – 49.7 110.7 –

Closing accumulatedwrite-downs –258.3 –110.9 –119.7 –163.3 –106.5 –110.7

Book value 1,036.4 1,467.1 1,516.3 723.0 822.8 680.8

For indirect investments via funds, i.e. Nordic Capital, Innovationskapital and CR&TVentures, profit sharing agreements exist that result in dilution of potential exit gains inaddition to a certain basic return on the original investment.

A write-up by SEK 140M has been made of Mölnlycke Health Care based on transac-tions involving the share and supported by higher valuations made by independent par-ties.

NOTE 22 – Prepaid expenses and accrued income

Group Parent companySEK M 2002 2001 2000 2002 2001 2000

Prepaid rents 37.8 39.9 28.2 1.4 1.0 1.1

Accrued interest income 1.2 2.1 0.8 0.8 0.2 1.4

Accumulated income 26.2 21.5 9.3

Accrued compensation from supplier 0.8 2.6 1.2

Other items 105.3 178.0 133.2 4.0 6.6 2.8

Total 171.3 244.1 172.7 6.2 7.8 5.3

NOTE 23 – Change in shareholders’ equity

Share Restricted Non-restrictedSEK M capital reserves reserves

Group 2002

Amount on 1 January 1,091.0 1,075.1 928.7

Transfer between non-restricted and restricted reserves –7.9 7.9

Translation differences –15.0

Cash dividend to shareholders –189.2

Reversal of cost connected to distribution of subsidiary 12.7

Write-up 140.0

Buy-back of own shares –31.1

Net result for the year –2,006.9

Amount on 31 December 1,091.0 1,207.2 –1,292.9

Accumulated translation differences amount to SEK 36.3M.

Cont. NOTE 23

Share Restricted Non-restrictedSEK M capital reserves reserves

Group 2001

Amount on 1 January 1,091.0 1,190.4 2,075.9

Effect of changed accounting principle 35.5

Adjusted amount on 1 January 1,091.0 1,190.4 2,111.4

Transfer between non-restricted and restricted reserves –115.3 115.3

Translation differences 27.3

Cash dividend to shareholders –327.3

Distribution of subsidiary –704.9

Buy-back of own shares –99.9

Net result for the year –193.2

Amount on 31 December 1,091.0 1,075.1 928.7

Group 2000

Amount on 1 January 1,091.0 1,031.9 1,931.0

Transfer between non-restricted and restricted reserves 158.5 –158.5

Translation differences 74.5

Cash dividend to shareholders –327.3

Distribution of subsidiary –1,370.9

Costs connected to dividend –73.2

Net result for the year 2,000.3

Amount on 31 December 1,091.0 1,190.4 2,075.9

Share Statutory Revaluation Non-restrictedSEK M capital reserves reserve equity

Parent Company 2002

Amount on 1 January 1,091.0 1,091.0 0.0 1,159.5

Change in revaluation reserve 140.0

Cash dividend to shareholders –189.2

Reversal of cost connected to distribution of subsidiary 12.7

Buy-back of own shares –31.1

Net result for the year –2,279.1

Amount on 31 December 1,091.0 1,091.0 140.0 –1,327.2

Parent Company 2001

Amount on 1 January 1,091.0 1,091.0 0.0 2,128.1

Cash dividend to shareholders –327.3

Distribution of subsidiary –614.9

Buy-back of own shares –99.9

Net result for the year 73.5

Amount on 31 December 1,091.0 1,091.0 0.0 1,159.5

Parent Company 2000

Amount on 1 January 1,091.0 1,091.0 0.0 2,221.8

Cash dividend to shareholders –327.3

Distribution of subsidiary –1,460.0

Costs connected to dividend –73.2

Net result for the year 1,766.8

Amount on 31 December 1,091.0 1,091.0 0.0 2,128.1

96 | FINANCIAL ACCOUNTS

Notes

FINANCIAL ACCOUNTS | 97

NOTE 24 – Provisions for restructuring reserve

GroupSEK M 2002 2001 2000

Opening restructuring reserve 41.8 120.3 155.3

Increase during the year in connection with acquisitions:

Cygate AB 10.0 –

Observer 76.8

Informator Training Group International AB 1.5

Total 10.0 – 78.3

Increase during the year in connection with restructuring within subsidiaries:

Carl Bro A/S 39.0 –

Business Communication Group

Scandinavia AB 3.8 –

Mercuri International Group AB 7.4 –

Total 11.2 39.0 –

Dissolved during the year in accordance with established plan:

Informator Training Group International AB –0.2 –0.5 –2.4

Mercuri International Group AB –1.2 –3.6 –7.4

Observer –59.9

Chematur –17.9

Total –1.4 –4.1 –87.6

Less divested/distributed/deconsolidated operations –39.0 –113.6 –29.6

Translation differences –0.1 0.2 3.9

Closing restructuring reserve 22.5 41.8 120.3

Estimated reversal of provisions

SEK M 2003 2004 2005 >2006

Restructuring reserve 20.4 2.1 0.0 0.0

Provisions for pensions 0.0 0.0 0.0 20.6

Deferred tax liability 0.8 3.8 3.3 31.6

Other provisions 37.7 3.6 3.6 4.7

Total 58.9 9.5 6.9 56.9

The Parent Company’s provisions, which total to SEK 90M, are expected to be utilisedin full during 2003.

NOTE 25 – Long-term liabilities

Group Parent companySEK M 2002 2001 2000 2002 2001 2000

Total long-term liabilities 860.0 2,122.1 1,273.6 75.6 1,007.2 20.1

Of which, amounts that mature for payment later than five years after closing date 288.0 282.5 – – – –

After the closing date, Bure has concluded a long-term credit agreement with a limit ofSEK 1,200M, which runs to 2006 inclusive. In addition to this, the Parent Company hasshort-term bridging financing of SEK 300M until the issue payments have been made.

NOTE 26 – Accrued expenses and prepaid income

Group Parent companySEK M 2002 2001 2000 2002 2001 2000

Holiday pay liability 70.8 238.2 88.1 1.4 1.5 1.9

Payroll overheads 50.0 76.4 71.9 0.5 4.8 5.0

Other accrued expenses 223.2 382.9 234.8 62.6 46.8 40.5

Prepaid income 44.5 41.2 70.6 – – –

Total 388.5 738.7 465.4 64.5 53.1 47.4

NOTE 27 – Pledged assetsGroup Parent company

SEK M 2002 2001 2000 2002 2001 2000

For own liabilities and provisions

Relating to provisions for pensions and similar commitments

Floating charges – – 51.9

Relating to liabilities to credit institutions

Floating charges 163.3 148.1 195.2

Shares in subsidiaries 517.2 407.7 1,647.1 315.3

Other shares 519.7 238.6

Property mortgages 28.7 112.6 –

Blocked bank deposits 15.7 15.3 0.7

Pledged trade debtors 63.4 – 9.5

Pledged properties 283.8 256.4 109.1

Other 0.2 0.5 22.8

Total 1,592.0 940.6 2,036.3 553.9

Other

Pledged trade debtors – 6.9 –

Floating charges 21.0 19.2 60.0

Shares against issued warrants 77.4 57.5 24.9 77.4 57.5 24.9

Shares in subsidiaries – – 7.0

Blocked bank deposits 0.3 0.3 35.5

Other 1.3 8.8 2.2

Total 100.0 92.7 129.6 77.4

Total pledged assets 1,692.0 1,033.3 2,165.9 631.3 57.5 24.9

For raised credits, shares with a book value of SEK 554M has been pledged on theclosing date. In accordance with agreements with banks, additional pledging shall bemade by other subsidiaries and associated companies to the extent this is possibletaking into account shareholder agreements. At the same time, the Parent Companyhas undertaken not to pledge assets to other lenders.

At the balance sheet date, the Parent Company has a short-term credit agreement ofSEK 1,200M with the lenders and bank overdraft facilities totalling SEK 60M. TheGroup has granted bank overdraft facilities totalling SEK 102M, of which SEK 32M hasbeen utilised at balance sheet date.

After the closing date, Bure has concluded a long-term credit agreement with a limit ofSEK 1,200M, which runs to 2006 inclusive. In addition, the Parent Company has short-term bridging finance of SEK 300M until the issue payments have been made.

Notes

NOTE 28 – Contingent liabilities

Group Parent companySEK M 2002 2001 2000 2002 2001 2000

Pension commitments not entered among liabilities or provisions and not covered by pension foundation assets – – 2.0 – – –

Guarantees 11.4 310.3 10.1 3.3 –

Ongoing tax disputes – 888.1 936.0 – 888.1 936.0

Guarantee commitment on behalf of subsidiaries – – – 240.4 150.0 –

Other contingent liabilities 38.8 279.6 157.3 291.7 – –

Total 50.2 1,478.0 1,105.4 535.4 1,038.1 936.0

Cont. NOTE 28The Parent Company’s contingent liabilities consist of guarantee commitments andguarantees for undertakings on behalf of subsidiaries of SEK 240M and the fact thatBure is the guarantor of financial rental agreements in Simonsen and Vittra, in which theresidual value amounts to SEK 292M. For these commitments, there is a correspond-ing real estate value.

In addition to the reported contingent liabilities, the Parent Company has also issuedsupport letters for certain subsidiaries’ dealings with banks. Through its participation infunds within Innkap, Nordic Capital and CR&T Ventures, Bure also has remaining in-vestment undertakings of SEK 389M, of which SEK 212M relates to Innkap III.

In March 2003, 50 per cent of Innkap III was sold. Thereafter, the investment undertak-ing amounts to SEK 102M, via the subsidiary, Bure Kapital. In addition, Bure has,through agreements, undertaken to acquire additional shares in subsidiaries for SEK50M. These undertakings are not regarded as contingent liabilities.

98 | FINANCIAL ACCOUNTS

Notes

NOTE 29 – Average number of employees

2002 2001 2000Number of Of whom, Number of Of whom, Number of Of whom,employees women employees women employees women

Parent company 35 16 40 17 35 17

Subsidiaries 3,034 1,460 2,557 1,189 4,253 2,228

Total Group 3,069 1,476 2,597 1,206 4,288 2,245

Geographic distribution of employees:

Parent company

Sweden 35 16 40 17 35 17

Subsidiaries

Sweden 2,049 1,063 1,552 822 2,198 1,102

Denmark 127 62 248 91 273 142

United Kingdom 47 19 82 28 638 417

Finland 218 68 188 60 310 151

Norway 55 21 37 12 213 126

Germany 175 69 61 21 352 184

USA 7 1 – – 28 6

Other countries 356 157 389 155 241 100

Total Group 3,069 1,476 2,597 1,206 4,288 2,245

NOTE 30 – Salaries, other remuneration and payroll overheads

2002 2001 2000Salaries Payroll Pension Salaries Payroll Pension Salaries Payroll Pension

and other overheads costs and other overheads costs1) and other overheads costsSEK M remuneration remuneration remunerationr

Parent company 33.8 15.0 22.8 41.0 13.7 9.3 34.5 11.4 18.3

Subsidiaries 1,158.5 323.7 113.5 1,041.9 235.6 83.4 1,381.0 237.9 73.6

Total Group 1,192.3 338.7 136.3 1,082.9 249.3 92.7 1,415.5 249.3 91.9

FINANCIAL ACCOUNTS | 99

NOTE 31 – Benefits for Senior Executives

The cost of salary and remuneration for the former President, Peter Sandberg, amount-ed to SEK 2.6M. A pension insurance premium was paid in a monthly amount equiva-lent to 51 per cent of his monthly salary. No bonus was paid for 2002. In the accounts,a provision has been made for severance pay for the President with a total cost effect ofSEK 10.5M.

The Chairman was paid remuneration of SEK 310,000.

Payments of salaries to other senior executives in the Parent Company’s managementgroup totalled SEK 10.9M. No bonus was paid for 2002. The employment agreementsfor the management group normally contain the rights to a pension from the age of 65and 12 months’ term of notice. In some cases, there is a right to pension from the ageof 60 and severance pay, which gives protection for 24 months if notice is served by the company.

During the year, pension premiums of SEK 4.1M were paid for other senior executives.In addition, severance pay of SEK 8.6M in the form of pension premiums was paid inconnection with a reorganisation of the management group. For information about theoperational and decision-making procedures applied by the company, reference ismade to the Directors’ Report. For details about senior executives and their respectiveholdings of shares and warrants, reference is made to the “Board of Directors, SeniorExecutives and Auditors” section.

Lennart Svantesson, who has recently taken over as President, has an annual salaryamounting to SEK 3.0M. The pension insurance premium amounts to 35 per cent ofhis annual salary. A bonus can be paid of up to 50 per cent of his annual salary and isdetermined based on a combination of achieved results and qualitative factors. On no-tice of termination by the company, Lennart Svantesson has 12 months’ term of noticeand severance pay equivalent to an additional 12 monthly salaries.

NOTE 32 – Staff options

In 2001, Bure launched a warrant scheme for the Parent Company’s staff. The schemecomprises a total of 750,000 warrants, equivalent to approximately 0.7 per cent of thecompany’s outstanding shares. The President has been allocated 80,000 warrants,other senior executives 50,000 shares each and other staff 1,500–30,000 warrantseach. The duration of the warrants is five years with an opportunity to exercise the war-rants after an initial three-year lock-in period. The exercise price has been set at SEK36. In order to secure the delivery of the shares and to cover the social security contri-butions, which will arise as a result of the scheme, the company has made an agree-ment with a Swedish bank for a so-called share derivative arrangement. During the dur-ation of the scheme, Bure may incur a cost for the scheme if the Bure share price fallsbelow SEK 32. During 2002, this involved a cost for Bure of SEK 20M.

NOTE 33 – Information about transactions betweenthe company and related parties

Counterparty, SEK M Purchase Claim Comment

Sven-Åke Lewin 0.7 Via Growth factory

Björn Björnsson 0.3 Via Björn Björnsson Konsult

CR&T Holding AB 0.0

Customer GroupScandinavia AB 2.4

Bure has purchased computer equipment from the associated companies and con-sulting services from Scribona and Dimension. However, the extent is limited and thepurchases are always made on market terms.

Cont. NOTE 30

2002 2001 2000Board of directors (of which, Other Board of directors (of which, Other Board of directors (of which, Other

and President bonus) employees and President bonus) employees and President bonus) employees

Parent company

Sweden 3.6 – 30.3 4.7 0.9 36.3 6.3 2.6 28.2

Subsidiaries2)

Sweden 34.3 0.8 681.9 23.3 1.3 496.8 31.4 4.8 638.5

Denmark 3.6 – 65.0 5.1 0.1 151.1 3.8 0.9 100.0

United Kingdom 5.4 0.4 26.8 5.3 0.2 42.6 9.5 0.0 158.2

Finland 4.9 – 103.2 4.8 0.4 97.9 5.9 0.5 109.5

Norway 2.6 – 27.1 1.5 – 23.2 3.9 0.4 70.6

Germany 6.5 0.6 64.1 7.2 0.9 33.8 9.8 0.7 113.1

USA – – 3.3 – – – 1.4 0.0 19.7

Other countries 19.6 1.9 110.1 24.1 3.2 125.2 17.0 1.6 88.7

Total Group 80.5 3.7 1,111.8 76.0 7.0 1,006.9 89.0 11.5 1,326.5

The 2002 Annual General Meeting decided that the Board of Directors should be paid remuneration of SEK 1.0M, of which the Chairman received SEK 0.3M. Other Board Mem-bers, who are not permanently employed, received remuneration of SEK 140K each.

1) Of the Parent Company’s pension costs, SEK 1.6M relates to the Board of Directors and the President. Pension costs are stated including payroll tax, distributed by

country between the Board of Directors, the President and other employees.2) Information about salaries and other remuneration does not include companies that have been sold or reclassified during the year.

Notes

100 | BURE EQUITY AB

In our capacity as auditors of Bure Equity AB, we have examined this prospectus. The examination was carried out in

accordance with the recommendation issued by the Swedish Association of Authorized Public Accountants. Accord-

ingly, only a limited examination of the forecasts in this prospectus has been carried out. The pro forma financial state-

ments included in this prospectus have been prepared in accordance with the conditions stated on pages 26–27. The

information presented that was extracted from the official financial statements has been correctly reproduced. The in-

formation corresponding to an interim report for the period 1 January – 31 March 2003 has not been examined by us.

The 2002 Annual Report was audited by us. The 2001 and 2000 Annual Reports were audited by Authorised Pub-

lic Accountants Lars Träff and Bertel Enlund. The audit reports for 2002, 2001, and 2000 were issued without qualifica-

tion. The information in this prospectus that was extracted from the annual reports has been reproduced correctly.

Nothing has come to our attention that causes us to believe that the prospectus does not comply with the require-

ments of the Swedish Companies Act and the Securities and Clearing Operations Act.

Gothenburg, 21 May 2003

Bertel Enlund Anders Ivdal

Authorised Public Accountant Authorised Public Accountant

Ernst & Young AB KPMG

AUDITORS’ REPORT OF EXAMINATION

BURE EQUITY AB | 101

Terms and conditions for Bure Equity AB (publ)debentures

Bure Equity AB (publ)

MAX. SEK 729,675,000

0% DEBENTURE

2003/2007

1 – DefinitionsAll references to the following designations in these terms and conditions shall

have the meaning presented below:

“Banking Day” a day which is not a Sunday or other public holiday, or

which, with respect to payment of debt instruments, is

not the equivalent of a public holiday in Sweden;

“Bank” the Account-operating Institute that the Company on

each occasion appointed to handle the administration

of the Debt instrument in accordance with these terms

and conditions;

"The Bank Loan" the loan of up to SEK 1,200M provided by a consor-

tium of banks consisting of the Bank, Svenska Han-

delsbanken AB (publ), Nordea Bank Sverige AB (publ)

and the Swedish branch of Danske Bank A/S, and

maturing not later than 31 December 2006. Refers

also to any other loan or loans that may replace the

said loan, provided that

(a) any such other loan or loans mature(s) not later

than 31 December 2006;

(b) any such other loan or loans involve(s) a loan

amount that, combined with the other compo-

nents of the Bank Loan, does not exceed SEK

1,200M; and

(c) the Company has informed the Bank in writing

that the loan or loans comprise a portion of the

Bank Loan and that the conditions stipulated in

points a) and b) above have been fulfilled;

"The Company" Bure Equity AB (publ), Corp. Reg. No. 556454-8781;

"Debt instrument" unilateral (ex parte) debt undertaking intended for

public placement, issued by the Company in accor-

dance with these terms and conditions;

"Creditor" person registered in a control account in accordance

with the Financial Instruments Accounting Act

(1998:1479) as the holder of a Debt instrument;

"Account-operating bank or other party that has obtained the right to oper-

Institute" ate as an Account-operating Institute in accordance

with the Financial Instruments Accounting Act

(1998:1479);

“VPC” VPC AB (Swedish Securities Register Centre).

2 – Loan amount and payment obligationThe nominal value of the loan amounts to not more than SEK 729,675,000,

represented by not more than 108,100,000 Debt instruments of SEK 6.75 each

or full multiples thereof. Each Debt Instrument of SEK 6.75 carries nine detach-

able warrants to subscribe for new shares.

The Company accepts the responsibility to pay the loan and commits itself

to effect payment in accordance with these terms and conditions.

3 – Right to paymentShould the Company enter into liquidation, be subject to corporate reconstruction

or forced to declare bankruptcy, the Debt Instrument would carry the right to pay-

ment from the Company’s assets after the Company’s non-subordinate obliga-

tions and equally (pari passu) with other subordinate obligations not expressly sub-

ordinate to this loan.

As long as any Creditor holds Debt Instruments in accordance with these

terms and condistions, the Company pledges not to assume subordinate obli-

gations which, in the event of the liquidation of the Company or bankruptcy, pro-

vide right to payment from the Company's assets prior to this Debt Instrument.

4 – InterestThe Debt Instrument carries no interest.

5 – Registration of the Debt InstrumentsThe loan shall be registered by VPC in a control register in accordance with the

Financial Instruments Accounting Act (1998:1479), whereby no physical securi-

ties will be issued.

The Debt Instruments are registered on behalf of Creditors in accounts in

the Company’s control register. Registrations pertaining to the loan and resulting

from measures such as those described in point 13, below, shall be undertaken

by the Bank. Other registration-related measures pertaining to the account may

be undertaken by the Bank or other Account-operating Institute.

Anyone who has acquired the right to payment under a Debt Instrument,

through assignment, pledge, the provisions of the Children and Parents Code,

testatory provisions, deed of gift or other means, shall ensure that the said right

is registered.

6 – Repayment of the loanThe Debt Instruments mature on 30 June 2007 or the earlier date that may result

from the stipulations regarding early redemption and cancellation in points 7 and 8.

The loan amount is paid, on the fifth Banking Day before the maturity date

or on the Banking Day closer to the maturity date that may be generally applied

in the Swedish securities market (=record day for payment), by VPC to anyone

who is listed in the Company’s control register as a Creditor or who is otherwise

entitled to receive loan amounts.

APPENDIX A

102 | BURE EQUITY AB

Should a Creditor, or person registered on the account in the Company’s

control register as otherwise being authorised to receive loan amounts, instruct

an Account-operating Institute to deposit the loan amount in a certain bank ac-

count, VPC effects the deposit on the maturity date. Otherwise, on the maturity

date VPC conveys the loan amount to the person at the address registered with

VPC on the control date.

Should the maturity date fall on a date that is not a Banking Day, the

amount is deposited or conveyed on the next Banking Day.

Should VPC be unable to provide the loan amount in accordance with the

above, due to a delay on the part of the Company or to some other impedi-

ment, as soon as the impediment is removed VPC will provide it to any person

registered as a Creditor or listed as being authorised to receive loan amounts

on the record date.

Should it be found that the person to whom the amount is paid as described

above was not entitled to receive it, the Company and VPC will still be considered

to have fulfilled their relevant obligations. This does not apply, however, if the

Company or VPC was aware that the amount was paid to an unauthorised per-

son or neglected to observe the degree of care required by the circumstances.

7 – Early redemptionProvided the Bank Loan is fully repaid by the Company and no further obliga-

tions or commitments relating to Bank Loan remain outstanding, the Company

is entitled to undertake early redemption of all Debt Instruments, on 31 March,

30 June, 30 September and 28 December of each year, beginning on 31 March

2005, or, if any such date is not a Banking Day, on the next Banking Day there-

after. Once early redemption occurs, the Debt Instruments are no longer valid.

Requests for redemption in accordance with this point, point 7, shall per-

tain to all Debt Instruments and be conveyed to the Bank in writing not later

than 30 Banking Days prior to the designated date for early redemption. Imme-

diately after the Bank has received a request for redemption from the Company,

the Bank shall notify the Creditors.

Redemption shall be based on a single amount per Debt Instrument that

shall be calculated by the Bank not later than five Banking Days before the date

of execution as described above, in accordance with the following formula (cal-

culated to two decimal points):

8 – Cancellation of the loanThe Bank is entitled to declare the loan due for payment immediately or at a

point the Bank determines, on behalf of the Creditors, if any of the circum-

stances described in points a)–f), below, apply. This applies only if the nature of

the particular circumstance is such that, in the Bank’s opinion, it could adverse-

ly affect the Creditors’ interests to a significant degree.

The Bank is obliged to declare the loan due for payment immediately or at

a point the Bank determines, if any of the circumstances described in points

a)–f), below, apply and Creditors holding over 50 per cent of the total outstand-

ing loan amount submit written request to the Bank to cancel the loan. An an-

nouncement that the loan has become due for payment shall be issued by the

Bank not later than 10 days after the circumstance has occurred and the Bank

has received a written request, of the specified scope, from the Creditors.

The following circumstances entitle or obligate the Bank to declare the loan

due for payment in accordance with the first or second paragraphs:

a) The Company fails to fulfil its obligations in accordance with these terms

and conditions or acts counter to them, provided the Bank has urged the

Company to make amends and the Company fails to do so within 14 days;

however, with the entitlement for the Bank to cancel the loan without prior

direction, if in the Bank’s opinion it is not possible to make amends;

b) The Company suspends its payments;

c) The Company applies for or approves application for corporate recon-

struction;

d) The Company is declared bankrupt at its own request;

e) The Company is declared bankrupt at the request of some other party and

the bankruptcy decision is not cancelled by a higher court within 15 days,

or;

f) The decision is made to place the Company in liquidation.

If the Bank’s cancellation right or obligation is based upon the decision of a

court of law, a government authority or an Annual General Meeting, it is not

necessary that the decision has acquired legal force or that the period of appeal

has expired for the Bank to have such a right or obligation.

It is incumbent on the Company to immediately inform the Bank of any

circumstance of the type specified in points a)–f). Should the Bank not re-

ceive any such information, it is entitled to assume that no such circumstance

exists. The Company shall provide the Bank with such details as the Bank

may reasonably request regarding any of the circumstances referred to in this

paragraph and provide, at the request of the Bank, all documents that may

be of significance in the application of this paragraph. That which has now

been stated on the Company’s obligation to provide information applies, pro-

vided it does not contradict legislation or regulations issued by or written into

Appendix A

6.75 = Nominal amount per Debt Instrument.

t = Time expressed in years between the particular early

redemption date and 30 June 2007, based on

365/365 days.

6.75(1 + 10%)t

BURE EQUITY AB | 103

contracts with an exchange on which the Company’s shares or debt instru-

ments are listed.

Repayment shall be based on an amount per Debt Instrument calculated

by the Bank, in accordance with the following formula (calculated to two deci-

mal points):

9 – ExpiryThe right to payment of the loan amount expires ten years after the maturity

date. After this time, funds that have been allocated for payment accrue to the

Company.

10 – TrusteesAccording to Chapter 3 § 7 of the Financial Instruments Accounting Act

(1988:1479), legal entities may be registered as trustees. Such trustees shall be

considered Creditors in the application of these terms and conditions.

11 – NoticesNotices pertaining to the loan shall be sent to each Creditor and other entitled

holders registered in the Company’s control account, at the address registered

with VPC. Notices so addressed shall be considered as having come to the at-

tention of the Creditor or other rights holder five Banking days after their dis-

patch. Such a notice shall also be sent to Stockholmsbörsen AB (the Stock-

holm Exchange) and to Tidningarnas Telegrambyrå.

Notices pertaining to the loan, to be sent by the Company to the Bank or

by the Bank to the Company, in accordance with these terms and conditions,

shall be in writing and shall be conveyed by letter or fax. Letters shall be consid-

ered as having come to the attention of the receiver when a receipt confirming

successful dispatch is received by the sender after completion of the dispatch.

Faxes sent after 5:00 p.m. shall be considered to have arrived on the next

Banking Day.

12 – The right to act on behalf of CreditorsThe Bank is entitled to act on behalf of the Creditors in matters of a formal na-

ture that affect the terms and conditions governing the Debt Instrument, with-

out being so assigned by the Creditors.

13 – Change in terms and conditionsThe Company is entitled to decide, in consultation with the Bank, on changes

to the terms and conditions governing the loan, to the extent that legislation,

court decision or decision by a public authority so requires, or if otherwise con-

structive or necessary for practical reasons and the rights of the Creditors are

not diminished in any respect. The Company shall ensure that the Creditors are

notified of any such a change as soon as possible.

14 – ConfidentialityNeither the Company nor VPC may provide information on holders to third par-

ties without permission. The Company is entitled to access the VPC’s control

register, which identifies registered Creditors.

15 – Limitation of liabilityWith respect to the actions incumbent, in accordance with these terms and

conditions, on the Company, VPC or the Bank – subject to the provisions of

the Financial Instruments Accounting Act (1988:1479) – the Company, VPC or

the Bank cannot be judged liable for loss due to Swedish or foreign legal de-

crees, Swedish or foreign action by public authorities, acts of war, strikes,

blockades, boycotts, lockouts or other similar causes. The reservations with

respect to strikes, boycotts and lockouts apply even if the Bank or VPC them-

selves undertake, or are the objects of, such actions.

Nor is VPC under obligation to provide compensation for loss arising in

other situations, if VPC has exercised normal prudence. The corresponding lim-

itation of liability applies also to the Company and to the Bank. In addition to

these limitations, neither the Company nor the Bank are responsible for indirect

damages.

If the Company, VPC or the Bank is hindered from taking action by circum-

stances such as those described in the first paragraph, the action may be de-

ferred until the hindrance has ceased to exist.

16 – Applicable law and forumThese terms and conditions and all legal matters relating to the Warrants shall

be determined and interpreted in accordance with Swedish law. Any action,

claim or appeal concerning the Warrants shall be brought before the Gothen-

burg District Court, or another forum that has been approved in writing by the

Company for the case in question.

We hereby certify that the above terms and conditions are binding upon us.

Gothenburg, 21 May 2003

Bure Equity AB (publ)

Appendix A

6.75 = Nominal amount per Debt Instrument.

t = Time expressed in years between the particular early

redemption date and 30 June 2007, based on

365/365 days.

6.75(1 + 10%)t

104 | BURE EQUITY AB

Terms and conditions for 2003/2007 warrants to sub-scribe for new shares in Bure Equity AB (publ)

1 – DefinitionsAll references to the following designations in these terms and conditions shall

have the meaning presented below:

“Companies Act” The Swedish Companies Act (1975: 1385);

“Control account” securities account with the Swedish Securities Register

Centre (VPC), at which warrant holder’s holdings of war-

rants or shares acquired through the exercise of war-

rants are registered;

“Banking day” a day which is not a Sunday or other public holiday, or

which, with respect to payment of debt instruments, is

not the equivalent of a public holiday in Sweden;

“Bank” the bank or account-operating institute that the Compa-

ny on each occasion appointed to handle the adminis-

tration of warrants in accordance with these terms and

conditions;

“Company” Bure Equity AB (publ), Corporate Registration Number:

556454-8781;

“Market listing” listing of shares in the Company on an exchange, autho-

rised marketplace or other, equivalent trading location;

“Holder” the person registered on the control account as the war-

rant holders;

“Warrant” right to subscribe for new shares in the Company upon

payment in accordance with these terms and conditions;

“Subscription” subscription of new shares in the Company, in accor-

dance with Chapter 5 of the Swedish Companies Act;

“Subscription price” the price at which subscription of new shares is possible;

“VPC” VPC AB (Swedish Securities Register Centre).

2 – Warrants and registrationThe maximum number of Warrants is 972,900,000. The Warrants shall be reg-

istered in an account in a control register as prescribed by Chapter 4 of the

Financial Instruments Accounting Act (1998:1479).

Any request for a specific registration measure regarding the Warrants

must be directed to the account-operating institute with which the Holder has

opened a control account. Registrations of Warrants resulting from measures

pursuant to §6 or 7 below shall be undertaken by the Bank.

3 – The right to subscribe for new sharesFor each Warrant held, the Holder shall have the right to subscribe for one new

share in the Company, of a par value of SEK 0.75, at the subscription price of

SEK 0.75.

The subscription price, as well as the number of shares that may be sub-

scribed for with each Warrant, may be adjusted in the cases described in §8

below.

Only the full number of shares to which the total number of Warrants carry

entitlement, and which one and the same Holder of Warrants wishes to exercise

at the same time, may be subscribed. Such subscriptions shall ignore any ex-

cess Warrants or portions thereof that cannot be used for share subscriptions.

4 – Application to subscribe for sharesApplication to subscribe for shares may be submitted during the period July 15,

2003 through June 15, 2007 or the earlier date that may apply in accordance

with §8 below. If an application to subscribe is not submitted within the period

stipulated above, the Warrant ceases to apply.

When such an application is made, an application form duly filled out as

prescribed shall, for purposes of registrations, be presented to the Bank, or to

another account-operating institute for forwarding to the Bank. The subscrip-

tion application is binding and may not be withdrawn by the subscriber.

5 – Payment for new sharesIn connection with an application to subscribe, cash payment must be remitted

at the same time for the number of shares specified in the application.

6 – Entry in control account and share registerWhen payment for subscribed shares has been remitted, subscription will be ef-

fected by the new shares being registered as interim shares in the Company’s

share register and in the control accounts of the various Holders. Applications for

registration of newly subscribed shares are submitted to the National Swedish

Patent and Registration Office immediately after the last Banking day of the month,

provided the Bank has received the application forms and full payment for not less

than 100,000 shares in the Company since the most recent application by the last

day of the month, and in any case immediately after the last Banking day of each

calendar quarter beginning 30 September 2003. Once registration has taken

place at the National Swedish Patent and Registration Office, registration in the

share account and in the control account will become final. As indicated in §7 and

8 below, the date of such final registration may be deferred in certain cases.

7 – Dividend on new sharesShares issued as a result of subscription effected up to 1 February of a particu-

lar year carry rights to dividends first on the record date determined by the An-

nual General Meeting immediately after subscription is effected.

Shares issued as a result of subscription effected on or after 2 February of

a particular year carry rights to dividends first on the record date determined in

the year immediately following.

Final registration in the share account will not be effected until after the

record date of the year in which subscription is effected. In order for a dividend

pertaining to one and the same fiscal year to be paid on more than one occa-

sion, final registration on the control account shall not take place until after the

final record date for the dividend.

8 – Adjustment of subscription price and number ofshares

The following shall apply with respect to the rights to which Warrant holders be-

come entitled in the situations described in Chapter 5, § 4, first paragraph,

Point 8 of the Swedish Companies Act, and in certain other situations:

A – Bonus issueIf the Company effects a bonus issue, whereby the subscription application is

made at such a time that subscription cannot be effected prior to or on the

tenth calendar day preceding the General Meeting of Shareholders to approve

the issue, subscription will not be carried out until after the Meeting has ap-

proved this matter. Shares arising from subscription effected following approval

of the bonus issue are entered into the Warrant holder’s control account on an

interim basis, which means that they are not entitled to participate in the issue.

Final registration in the account takes place after the record date for the issue.

In connection with subscription effected following approval of the bonus is-

sue, the subscription price and number of shares to which each Warrant car-

APPENDIX B

BURE EQUITY AB | 105

ried entitlement will be adjusted. Adjustment is made by the Bank in accor-

dance with the following formula:

Adjusted subscription price = (preceding subscription price) x (number of

shares prior to the bonus issue) / (number of shares following the bonus issue)

Adjusted number of shares to which each Warrant carried entitlement =

(preceding number of shares to which each warrant carried entitlement) x

(number of shares after the bonus issue) / (number of shares before the

bonus issue)

The adjusted subscription price and the adjusted number of shares to

which each Warrant carries entitlement, as calculated above, will be deter-

mined by the Company as soon as possible after the General Meeting of

Shareholders’ decision regarding the bonus issue.

B – Consolidation or split of shares in the CompanyIf the Company effects a consolidation or a split of shares, Subsection A above

shall apply correspondingly, in which case the record date shall be considered

to be the day on which the split or consolidation is executed at VPC at the

Company’s request.

C – New issueIf the Company issues new shares – with preferential rights for existing share-

holders to subscribe for new shares for cash – the following shall apply with re-

spect to the rights to participate in the issue that accrue to shares arising from

subscription based on the exercise of Warrants:

1. If the new issue is resolved by the Board of Directors subject to the approval

of the General Meeting of Shareholders, or as authorised by the Meeting, the

Board’s resolution and the announcement of the new issue shall specify the

latest date when subscription shall have been effected in order that shares

arising from subscription shall carry rights to participate in the new issue.

Such date may not be earlier than the tenth calendar day following the date

of the notice.

2. If the new issue is approved by the General Meeting of Shareholders, subscrip-

tion – requested on a date such that subscription cannot be effected at the lat-

est on the tenth calendar day prior to the date of the General Meeting of Share-

holders that approves the issue – will not be effected until the Meeting has de-

termined such a date. Shares arising through such subscription are entered

into the control account on an interim bases, which means they do not carry

entitlement to participate in the new issue. Final registration in the control ac-

count does not take place until after the record date for the new issue.

In connection with subscription effected at such time that participation rights in

the new issue do not accrue, the subscription price and number of shares to

which each Warrant carried entitlement will be adjusted. Adjustment is made

by the Company in accordance with the following formula:

Adjusted subscription price = (preceding subscription price) x (average

market price of the shares during the subscription period specified in the reso-

lution authorising the issue (referred to in the following as the “average share

price”)) / (average share price plus the theoretical issue value of the subscription

right based on this price)

Adjusted number of shares = (preceding number of shares to which each

Warrant carried subscription entitlement) x (average share price plus the theo-

retical value of the subscription right based on this price) / (average share price)

The average share price shall be considered to correspond to the average

of the mean of the highest and lowest prices paid each trading day in transac-

tions as recorded in the list of prices on which the share is listed. In the ab-

sence of a quotation of a selling price, the last bid price quoted shall be used in

the calculation. If neither a selling price nor a bid price is quoted on a given day,

that day shall be excluded from calculation of the average price.

The theoretical value of subscription rights is calculated in accordance with

the following formula:

Theoretical value of subscription right = (maximum number of new shares

that can be issued in accordance with the resolution approving the issue) x (av-

erage share price minus the subscription price for the new share) / (number of

shares before the resolution authorising new shares)

If a negative value arises in connection with this calculation, the theoretical

value of the subscription right shall be fixed at zero.

The adjusted subscription price and the adjusted number of shares to

which each Warrant carries entitlement, as calculated above, will be deter-

mined by the Company two banking days following the expiration of the sub-

scription period, and shall be applied in subscriptions effected thereafter.

If, at the time of the decision to effect a new share issue, the Company’s

shares are not publicly listed, the subscription price and the number of shares

to which each Warrant carried entitlement shall be adjusted in corresponding

measure. The basis of such adjustment, which shall be carried out by the Com-

pany, shall be that the value of the Warrants remains unchanged.

During the period until the adjusted subscription price and the adjusted

number of shares to which each Warrant carries entitlement are determined,

only a preliminary subscription is effected. Final registration in the control ac-

count will not occur until the adjustments have been made.

D – Issuance of debt instruments as referred to inChapter 5 of the Swedish Companies Act

If the Company effects an issue of convertible debt instruments or debt instru-

ments with rights to subscribe for new shares – in both instances in return for

cash payment and with preferential rights for the shareholders –the provision in

Subsection C, first paragraph, Points 1 and 2, shall apply correspondingly to

the right to participate in the issue of shares issued as a result of subscription.

In connection with subscription effected at such time that participation

rights in the new issue do not accrue, the subscription price and number of

shares to which each Warrant carried entitlement will be adjusted. Adjustment

is made by the Company in accordance with the following formula:

Adjusted subscription price = (preceding subscription price) x (average

market price of the shares during the subscription period specified in the reso-

lution authorising the issue (referred to in the following as the “average share

price”)) / (average share price plus the value of the subscription right)

Adjusted number of shares = (preceding number of shares to which each

Warrant carries entitlement) x (average share price plus the value of the sub-

scription right) / (average share price)

The average share price is calculated in the manner stated in Subsection C

above.

The value of the subscription right shall be considered to correspond to the

average of the mean of the highest and lowest prices paid each trading day in

transactions during the subscription period as recorded in the list of prices on

which the subscription right is listed. In the absence of a quotation of a selling

price, the last bid price quoted shall be used in the calculation. If neither a sell-

ing price nor a bid price is quoted on a given day, that day shall be excluded

from calculation of the average price.

If the Warrant is not listed, the value of the subscription right shall be determined,

as far as possible, with reference to the change in the market value of the Company’s

shares that can be considered to have arisen as a result of the debenture issue.

The adjusted subscription price and the adjusted number of shares to

which each Warrant carries entitlement, as calculated above, will be deter-

Appendix B

106 | BURE EQUITY AB

mined by the Company two banking days following the expiration of the sub-

scription period, and shall be applied in subscriptions effected thereafter.

If, at the time of the decision to effect a new share issue, the Company’s

shares are not publicly listed, the subscription price and the number of shares

to which each Warrant carried entitlement shall be adjusted in corresponding

measure. The basis of such adjustment, which shall be carried out by the Com-

pany, shall be that the value of the Warrants remains unchanged.

During the period until the adjusted subscription price and the adjusted

number of shares to which each Warrant carries entitlement are determined,

only a preliminary subscription is effected. Final registration in the control ac-

count will not occur until the adjustments have been made.

E – Certain other offers to shareholdersShould the Company, in cases other than those stipulated in Subsections A–D

above, make an offer to its shareholders to acquire on a preferential basis secu-

rities or rights of any type from the Company in accordance with the principles

stated in Chapter 4, §2 of the Swedish Companies Act, or decide, in accor-

dance with the above-mentioned principles, to distribute such securities or

rights to shareholders without consideration, an adjusted subscription price

and an adjusted number of shares shall be applied in connection with subscrip-

tions requested at such time that the shares received do not carry rights to par-

ticipate in the offer. The adjustment shall by the Company in accordance with

the following formula:

Adjusted subscription price = (preceding subscription price) x (average

share price during the subscription period specified in the resolution authorising

the issue (referred to in the following as the “average share price”) / (average

share price plus the value of the rights to participate in the offer (referred to in

the following as the “value of the purchase right”)

Adjusted number of shares = (preceding number of shares to which each

Warrant carried subscription entitlement) x (average share price plus the pur-

chase right value) / (average share price)

The average share price is calculated in the manner stated in Subsection C

above.

In the event that shareholders receive purchase rights and trading in such

rights has occurred, the value of the right to participate in the offer shall be con-

sidered to correspond to the purchase right value. The purchase right value

shall be considered to correspond to the average of the mean of the highest

and lowest prices paid each trading day in transactions during the subscription

period as recorded in the list of prices on which the purchase right is listed. In

the absence of a quotation of a selling price, the last bid price quoted shall be

used in the calculation. If neither a selling price nor a bid price is quoted on a

given day, that day shall be excluded from calculation of the average price.

In the event that shareholders have not received purchase rights or that

trading in purchase rights as referred to in the preceding paragraph has not oc-

curred, the adjustment of the conversion price shall be calculated by applying as

far as possible the principles set forth above in this Subsection E, whereby the

following shall apply. If a listing occurs of the securities or rights offered share-

holders, the value of the right to participate in the offer shall be considered to

correspond to the average of the listing for each trading day during 25 trading

days from and including the first day for listing calculated as the mean of the

highest and lowest selling prices listed for transactions in these securities or

rights on the Stockholm Stock Exchange or any other current market quotation,

in certain cases less the consideration that is paid for these in conjunction with

the offer. In the absence of a quotation of a selling price, the last bid price quoted

shall be used in the calculation. If neither a selling price nor a bid price is quoted

on a given day, that day shall be excluded from calculation of the average price.

For the purpose of adjusting the subscription price and the number of

shares to which each Warrant carries entitlement, in accordance with this para-

graph, the stated period of 25 trading days shall be considered to correspond

to the subscription period specified in the offer, as stated in the first paragraph

of this subsection, Subsection E.

Should such listing of the securities or rights being offered shareholders not

occur, the value of the right to participate in the offer shall be determined as far

as possible with reference to the change in the market value of the Company’s

shares that arises as a consequence of the offer.

The adjusted subscription price and the adjusted number of shares to

which each Warrant carries entitlement, as calculated above, will be estab-

lished by the Company as soon as possible after calculation of the value of the

right to participate in the offer.

If, at the time of the decision to effect a new share issue, the Company’s

shares are not publicly listed, the subscription price and the number of shares

to which each Warrant carried entitlement shall be adjusted in corresponding

measure. The basis of such adjustment, which shall be carried out by the Com-

pany, shall be that the value of the Warrants remains unchanged.

During the period until the adjusted subscription price and the adjusted num-

ber of shares to which each Warrant carries entitlement are determined, only a

preliminary subscription is effected. Final registration in the control account will

not occur until the adjusted subscription price and the adjusted number of shares

which each Warrant carries subscription entitlement have been determined.

F – Equal treatment of Warrant holders and shareholdersIf the Company effects a new issue with preferential rights to shareholders in re-

turn for cash payment of shares or an issue in accordance with Chapter 5 of the

Swedish Companies Act, the Company shall be entitled to decide to give all

holders the same preferential rights as have been granted to the shareholders.

In this connection, every holder, notwithstanding the fact that subscription has

not been effected, shall be considered to own the number of shares that he/she

would have received if subscription had been made at the subscription price

applicable on the date when the issue was approved.

Should the Company decide to make an offer such as the one described in

Subsection E above, what is stated in the preceding paragraph shall be appli-

cable correspondingly, except that the number of shares the holder shall be

considered to own shall, in such case, be determined on the basis of the sub-

scription price at the time of the resolution approving the offer.

If the Company should resolve to give the holders preferential rights in ac-

cordance with the provisions of this Subsection F, no adjustment of the sub-

scription price or the number of shares to which each Warrant carried entitle-

ment in accordance with Subsections C, D or E above will be made.

G – Extraordinary dividendIf the Company decides to pay a cash dividend to shareholders in an amount

which, combined with other dividends paid during the same fiscal year, exceeds 10

per cent of the average price of the share during a period of 25 trading days imme-

diately preceding the day in which the Board of Directors announced its intention to

propose that the General Meeting of Shareholders approve such a dividend, for

subscription effected at such time that shares received in such event do not carry

rights to receive the extraordinary dividend, an adjusted subscription price is ap-

plied. The adjustment shall be based on that portion of the total dividends that ex-

ceeds 10 per cent of the average price of the share during the above-mentioned

period (referred to in the following as the “extraordinary dividend”).

The adjustment shall by the Company in accordance with the following

formula:

Appendix B

BURE EQUITY AB | 107

Adjusted subscription price = (preceding subscription price) x (average share

price during a period of 25 trading days calculated from the day the share is listed

ex-rights to the extraordinary dividend (referred to in the following as the “average

share price”)) / (average share price plus the extraordinary dividend paid per share)

Adjusted number of shares = (preceding number of shares to which each

Warrant carried subscription entitlement) x (average share price plus the ex-

traordinary dividend paid per share) / (average share price)

The average share price shall be considered to correspond to the average

of the mean of the highest and lowest prices paid each trading day during the

above-mentioned period of 25 trading days, in transactions as recorded in the

list of prices on which the share is listed. In the absence of a quotation of a sell-

ing price, the last bid price quoted shall be used in the calculation. If neither a

selling price nor a bid price is quoted on a given day, that day shall be excluded

from calculation of the average price.

The adjusted subscription price and the adjusted number of shares to

which each Warrant carries entitlement is established by the Company two

banking days following the expiration of the above stated period of 25 trading

days and shall be applied in subscriptions effected when the share is listed

without any right to the “extraordinary dividend”.

If, at the time of the decision to carry out the dividend, the Company’s

shares are not publicly listed and if it is decided to pay a cash dividend that to-

gether with other dividends in the same fiscal year exceeds 50 per cent of the

Company’s after-tax profit reported in the adopted consolidated income state-

ment for the fiscal year immediately prior to the year in which the decision to

pay the dividend is taken, an adjusted subscription price shall be applied and

an adjusted number of shares to which each Warrant carries entitlement, in

connection with subscription effected at such a time that the resulting shares

do not carry entitlement to such dividend. The adjustment shall be based on

the portion of the total dividend that exceeds 50 per cent of the Company’s af-

ter-tax profit and shall be carried out by the Company in accordance with the

above stated principles.

During the period until the adjusted subscription price and the adjusted

number of shares to which each Warrant carries entitlement are determined,

only a preliminary subscription is effected. Final registration in the control ac-

count will not occur until the adjustments have been made.

H – Reduction of the share capitalShould the Company’s share capital be reduced through repayment to the share-

holders such that reduction is obligatory, an adjusted subscription price and an

adjusted number of shares to which each Warrant carries entitlement are applied.

The adjustment shall by the Company in accordance with the following for-

mula:

Adjusted subscription price = (preceding subscription price) x (average

share price during a period of 25 trading days calculated from the day the share

is listed without the right of repayment (referred to in the following as the “aver-

age share price”)) / (average share price plus the amount repaid per share)

Adjusted number of shares = (preceding number of shares to which each

Warrant carried subscription entitlement) x (average share price plus the

amount to be repaid per share) / (average share price)

The average share price is calculated in the manner stated in Subsection

C above.

In connection with adjustment in the manner described above and where

reduction occurs through share redemption, instead of the actual amount re-

paid per share, a repayment amount is used, calculated as follows:

Estimated repayment amount per share = (actual amount being repaid per

redeemed share less the average market price of the shares during a period of

25 trading days immediately prior to the day the share is listed without the right

to participate in the reduction (referred to in the following as the “average share

price”)) / (the number of shares in the Company that is used as the basis for re-

demption of one share less one)

The average price of the share is calculated as stated in Subsection C

above.

The adjusted subscription price and the adjusted number of shares to

which each Warrant carries entitlement, as calculated above, will be determined

by the Company two banking days following the expiration of the stated period

of 25 trading days, and shall be applied in subscriptions effected thereafter.

During the period until the adjusted subscription price and the adjusted

number of shares to which each Warrant carries entitlement are determined,

only a preliminary subscription is effected. Final registration in the control ac-

count will not occur until the adjustments have been made.

Should the Company’s share capital be reduced through share redemption

with repayment to the shareholders such that such reduction is obligatory, but

where, in the Company’s estimation, in view of its structure and economic ef-

fects, reduction is comparable with an obligatory reduction, the subscription

price and the number of shares to which each Warrant carries entitlement shall

be adjusted as far as possible in accordance with the principles stated in this

subsection, Subsection H.

If, at the time of the reduction, the Company’s shares are not publicly listed,

the subscription price shall be adjusted in corresponding measure. The basis of

such adjustment, which shall be carried out by the Company, shall be that the

value of the Warrants remains unchanged.

I – Adjustment must have reasonable resultsShould the Company take actions such as those stipulated in Subsections

A–E, G or H above or any other similar action with similar effect and if, in the

Company’s opinion, application of the formula established for such action, tak-

ing into account the technical framework of such action or for other reasons,

should not be applied or would result in the compensation received by the

creditors not being reasonable, the Company shall – provided that the Board of

the Company gives its written consent – carry out the adjustment in such a

manner that the Company determined is appropriate to ensure that the adjust-

ment gives a reasonable result.

J – Rounding-offIn adjusting the subscription price as described above, the price shall be round-

ed off in units of SEK 0.10, with SEK 0.05 rounded upwards and the number of

shares rounded off to two decimal points.

K – MergerIn the event that a General Meeting of Shareholders should approve a merger, in

accordance with Chapter 14 § 10 of the Swedish Companies Act, to the effect

that the Company would become part of another company, or should the Board

decide, in accordance with Chapter 14 § 22 of the Companies Act to merge the

Company with the Parent Company, the Warrant holders shall receive not less

than the equivalent rights in the acquiring company to the rights they have in the

Company (the acquired company), unless the merger plan does not entitle them

to have their Warrants redeemed by the acquiring company.

L – Compulsory redemptionShould the shares in the Company be subject to compulsory redemption in accor-

dance with Chapter 14 § 31–25 of the Swedish Companies Act, the Company,

Appendix B

108 | BURE EQUITY AB

should the final day for subscription be later than 60 days from the day the request

of compulsory redemption was announced, shall establish and immediately an-

nounce a new final day for request of subscription that shall occur before the expi-

ration of the said period.

If the Company has made an announcement in accordance with the pre-

ceding paragraph, the Warrant holder – notwithstanding that stated in § 4

above regarding the earliest time for requesting subscription – shall have the

right to request subscription up to and including the closing date. Not later than

four weeks prior to the closing date, the Company shall notify the holders, ad-

vising them of this right, as specified in § 11 below, and that subscription may

not be effected after the closing date.

M – LiquidationIf it is decided that the Company shall enter into liquidation, subscription may

not be take place thereafter, regardless of the grounds for liquidation. The right

to request subscription ceases simultaneously with the decision to liquidate,

notwithstanding the fact that the decision may not have come into legal force.

Not later than two months before the General Meeting of Shareholders de-

termines whether the Company should enter into liquidation, pursuant to Chap-

ter 13 of the Swedish Companies Act, the Warrant holders shall be informed,

as set forth in §11 below, of the planned liquidation. The notice shall include a

reminder that subscription may not be effected after the Meeting has voted to

liquidate.

If the Company gives notice of planned liquidation as stated above, the

Warrant holders are – notwithstanding that stated in §4 above regarding the

earliest time for requesting subscription – entitled to request subscription, from

the date the notice was issued, provided that subscription can be effected not

later than the tenth calendar day prior to the General Meeting of Shareholders

at which the matter of the Company’s liquidation is to be addressed.

Regardless of that stated above to the effect that subscription may not be

effected after the Annual General Meeting has decided to proceed with liquida-

tion, if liquidation is not carried out, subscription may again be requested.

N – BankruptcyIn the event that the Company goes into bankruptcy, subscription resulting

from exercise of a Warrant may not take place. However, if the bankruptcy deci-

sion is revoked by a higher court of law, subscription may again be requested.

9 – Special undertaking by the CompanyThe Company undertakes to consult with the Bank in adequate time prior to

undertaking any such measures as are described in § 8 above.

The Company agrees not to undertake any measure described in § 8

above that would result in an adjustment of the subscription price to an amount

that is less than the par value of the Company's shares, unless the Company si-

multaneously undertakes sufficient reduction of the par value of its shares.

10 – TrusteesAccording to Chapter 3 § 7 of the Financial Instruments Accounting Act

(1988:1479), legal entities may be registered as trustees. Such trustees shall be

considered holders of Warrants in applying these terms and conditions.

11 – NoticesNotices pertaining to the Warrants shall be provided to each registered holder

of Warrants and other entitled holders registered in the Company’s record reg-

ister, at their address as registered with VPC. Notices so addressed shall be

considered as having come to the attention of the Warrant holder or other rights

holder five Banking days after their dispatch. Such a notice shall also be sent to

Stockholmsbörsen AB (the Stockholm Exchange) and to Tidningarnas

Telegrambyrå.

12 – The right to act on behalf of the Warrant holdersThe Bank is entitled to act on behalf of the holders in matters of a formal nature

that affect the terms and conditions governing the Warrants, without being so

assigned by the Warrant holders.

13 – Change in terms and conditionsThe Company is entitled to decide, in consultation with the Bank, on changes

to the terms and conditions governing the Warrants, to the extent that legisla-

tion, court decision or decision by a public authority so requires, or if otherwise

constructive or necessary for practical reasons and the rights of the Warrant

holders are not diminished in any respect.

14 – ConfidentialityNeither the Company nor VPC may provide information on holders to third par-

ties without permission. The Company is entitled to access the VPC’s control

register, which identifies holders of Warrants.

15 – Limitation of liabilityWith respect to the actions incumbent, in accordance with these terms and

conditions, on the Company, VPC or the Bank – subject to the provisions of the

Financial Instruments Accounting Act (1988:1479) – the Company, VPC or the

Bank cannot be judged liable for loss due to Swedish or foreign legal decrees,

Swedish or foreign action by public authorities, acts of war, strikes, blockades,

boycotts, lockouts or other similar causes. The reservations with respect to

strikes, boycotts and lockouts apply even if the Bank or VPC themselves un-

dertake, or are the objects of, such actions.

Nor is VPC under obligation to provide compensation for loss arising in

other situations, if VPC has exercised normal prudence. The corresponding lim-

itation of liability applies also to the Company and to the Bank. In addition to

these limitations, neither the Company nor the Bank are responsible for indirect

damages.

If the Company, VPC or the Bank is hindered from taking action by circum-

stances such as those described in the first paragraph, the action may be de-

ferred until the hindrance has ceased to exist.

16 – Applicable law and forumThese terms and conditions and all legal matters relating to the Warrants shall

be determined and interpreted in accordance with Swedish law. Any action,

claim or appeal concerning the Warrants shall be brought before the Gothen-

burg District Court, or another forum that has been approved in writing by the

Company for the case in question.

We hereby certify that the above terms and conditions are binding upon us.

Gothenburg, 21 May 2003

Bure Equity AB (publ)

Bilaga,B

BURE EQUITY AB | 109

Bure Equity

Mässans Gata 8

Box 5419

SE-402 29 Gothenburg, Sweden

Tel: +46-31-708 64 00

Birger Jarlsgatan 13

SE-111 45 Stockholm

Tel: +46-8-407 64 00

www.bure.se

Appelberg Publishing Agency AB

Box 24185

SE-104 51 Stockholm, Sweden

Tel: +46-8-406 54 00

Acting President: Erik Strand

www.appelberg.com

Business Communication Group

Lumaparksvägen 9, 11 tr

SE-120 31 Stockholm, Sweden

Tel: +46-8-556 960 00

President: Erik Strand

www.businesscommunication-

group.com

Carl Bro A/S

Granskoven 8

DK-2600 Glostrup, Denmark

Tel: +45 4348 6060

President: Birgit W. Nørgaard

www.carlbro.com

Celemi

Box 577

SE-201 25 Malmö, Sweden

Tel: +46-40-660 27 00

President: Arne Leeb-Lundberg

www.celemi.com

Citat

Magasinsgatan 22

SE-411 18 Gothenburg, Sweden

Tel: +46-31-701 56 00

President: Magnus Lundblad

www.citat.se

CR&T

Stora Badhusgatan 18–20

SE-411 21 Gothenburg, Sweden

Tel: +46-31-701 42 00

President: Staffan Truvé

www.carlstedt.se

CR&T Ventures

Stora Badhusgatan 18-20

SE-411 21 Gothenburg, Sweden

Tel: +46-31-701 42 00

www.crtventures.com

Cygate

Dalvägen 28

SE-169 56 Solna, Sweden

Tel: +46-8-630 50 00

President: Bengt Lundgren

www.cygategroup.com

Dimension

Box 20200

SE-161 02 Bromma, Sweden

Tel: +46-8-505 830 00

President: Örjan Frid

www.dimension.se

Informator

Karlavägen 108

SE-115 26 Stockholm, Sweden

Tel: +46-8-587 116 10

President: Peter Gudmundson

www.informator.se

Journalistgruppen

Gävlegatan 12A

SE-113 30 Stockholm, Sweden

Tel: +46-8-610 20 00

President: Yvonne Kaplan

www.journalistgruppen.se

Mercuri International Group

Mölndalsvägen 81

SE-412 63 Gothenburg, Sweden

Tel: +46-31-68 72 00

President: Håkan Hederstierna

www.mercuri.net

Newmad Technologies

Thorildgatan 7

SE-411 25 Gothenburg, Sweden

Tel: +46-31-774 11 00

President: Fredrik Ljungberg

www.newmad.se

Nordic Capital Fonder

Stureplan 4A

SE-114 35 Stockholm, Sweden

Tel: +46-8-404 050 50

President: Robert Andreen

www.nordiccapital.se

PAHR

Box 1264

SE-164 29 Kista, Sweden

Tel: +46-8-703 47 00

President: Ulf Ericsson

www.svenska-pa.se

Retea

Box 34114

SE-100 26 Stockholm, Sweden

Tel: +46-8-503 048 00

President: Mikael Vatn

www.retea.se

SandbergTrygg

Box 2208

SE-403 14 Gothenburg, Sweden

Tel: +46-31-701 65 00

President: Henrik Dubois

www.sandbergtrygg.se

Scribona

Box 1374

SE-171 27 Solna, Sweden

Tel: +46-8-734 34 00

President: Tom Ekevall Larsen

www.scribona.se

Simonsen Sverige

Stortorget 1

SE-211 22 Malmö, Sweden

Tel: +46-40-30 27 55

President: Ulf Jungberg

www.simonsen.se

Stark Film & Event

Gamlestadsvägen 2–4

SE-415 02 Gothenburg, Sweden

Tel: +46-31-707 704 00

President: Magnus Boldyn

www.stark.se

Systeam

Box 439

SE-561 25 Huskvarna, Sweden

Tel: +46-36-14 91 00

President: Niclas Ekblad

www.systeam.se

Teleca

Box 47606

SE-117 94 Stockholm, Sweden

Tel: +46-8-579 116 00

President: Nick Stammers

www.teleca.se

Vittra Utbildning

Box 27703

SE-115 91 Stockholm, Sweden

Tel: +46-8-545 872 50

President: Stig Johansson

www.vittra.se

Xdin

Gustaf Werners Gata 12

SE-421 32 Västra Frölunda, Sweden

Tel: +46-31-725 10 00

President: Tomas Ängkulle

www.xdin.com

ADDRESSES

Mässans Gata 8 • Box 5419 • SE-402 29 Gothenburg, Sweden • Telefon: +46-31-708 64 00

Birger Jarlsgatan 13 • SE-111 45 Stockholm, Sweden • Telefon: +46-8-407 64 00

www.bure.se