[Final] MISA Valuation Report_2015.05.04

Valuation Report – Metro International S.A.ABCDThis Valuation Report is drawn up by reference to accounting information as at 31 December2014 (the “Reference Date”). The Reference Date corresponds to the date of the most recent,reliable financial statements which were available on the date on which the Majority Shareholdernotified the CSSF of its decision to exercise its Squeeze-Out right. Given the size and complexityof MISA and the financial and accounting information available primarily as at year-end, weconsider it appropriate to draw up the Valuation Report as at 27 April 2015 (the “Valuation Date”)based on accounting information as at the Reference Date, applying spot and forward exchangerates as at 27 April 2015. We have, where appropriate and indicated, taken into account anysignificant event which occurred during the period between the Reference Date and the date ofthis Valuation Report (see Section 1.3 - Significant events subsequent to the Reference Date).1.1. Technical requirementsThe Law states that the independent expert in a squeeze-out procedure is:Appointed by the Majority Shareholder with its name provided to the CSSF;Responsible for issuing a valuation report on the fair price of the securities; and,Independent and not conflicted in any way.1.2. Factors considered in forming our opinionIn forming our opinion we have considered, in particular, the following matters:Management Business Plan:o The forecast cash flows for MISA and its subsidiaries (collectively hereinafter the“Entities” or the “Company”) are based on the 2015 to 2024 business planreceived from MISA’s management (hereinafter the “Management BusinessPlan”), which has been converted from local currencies into Euros using therelevant forward rates as at the Valuation Date. We have concluded on the fairprice (hereinafter the “Fair Price” – see Section 6.2 – Basis of assessment) pershare in SEK using the spot exchange rate as at the Valuation Date;o Depreciation and amortization (hereinafter “D&A”) for the 2015 to 2024 forecastperiod (hereinafter the “Forecast Period”) has been derived based on KPMG’sanalysis of the historical capital expenditures (hereinafter “CAPEX”) and D&A ofthe Company. Based on this analysis, sustainable maintenance CAPEX isassumed to be 0.5% of sales and D&A is computed using a straight line methodover five years;o Normalized working capital was determined based on Management’s daysreceivable and payable assumptions; and,The value of Kinnevik’s equity investment in MISA based on the Kinnevik 2014 AnnualReport was considered; however we understand based on discussion with Kinnevikmanagement that the participation held by Kinnevik in MISA was impaired in thecompany’s Q1 2015 financial statements. Furthermore, we note that growth ratesindicated in the Kinnevik 2014 Annual Report for MISA’s cash-generating units arereflected in local currency.2015 © KPMG Luxembourg, Société coopérative 4 May 20152