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PRESS RELEASE2013-02-11Page 1/8NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONGKONG, JAPAN, CANADA, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR NEW ZEALAND OR IN ANY OTHERJURISDICTION WHERE THE DISTRIBUTION OF THIS PRESS RELEASE IS PROHIBITED.Hakon Invest Acquires Remaining Shares in ICA –theNew ICA Gruppen Becomes One of the LeadingListed Nordic Retail CompaniesHakon Invest is acquiring the remaining 60 per cent of the shares in ICA from theDutch entity Royal Ahold for a cash consideration of SEK 20 billion. As Hakon Investand ICA become one group, ICA Gruppen, the best conditions are created for ICA tocontinue its development in the long term.• Hakon Invest has signed an agreement with Ahold to acquire the remaining 60 per cent ofthe shares in ICA for a cash consideration of SEK 20 billion, which corresponds toapprox. SEK 33 billion for 100 per cent of the shares. The transaction is, inter alia,conditioned upon approval by the relevant authorities.• The acquisition is being financed with existing cash and a secured bridge financing fromHandelsbanken and Nordea. Following completion of the deal, the bridge financing isintended to be repaid by an underwritten share issue to Hakon Invest’s shareholders ofapprox. SEK 5 billion, long-term debt financing and an issue of preference shares in ICAFastigheter.• Due to the bridge financing and the subsequent share issue, Hakon Invest will notdistribute any dividend in 2013.• ICA’s CEO Per Strömberg is envisioned as CEO of the new ICA Gruppen.• In connection with and conditioned upon completion of the acquisition, the ICA RetailersAssociation is selling 10 per cent of capital and votes in Hakon Invest to Industrivärden.”As Hakon Invest and ICA become one group, with a common strategy, the best conditions forICA to continue to develop its business are created. We gain a simpler structure and a greaterresolve in the organisation,” says Hakon Invest’s CEO, Claes-Göran Sylvén. “The ICA conceptendorses competition between individual retailers and successfully opens ICA up to competitionas a goods and services provider. It’s a business model that has been a success for nearly 100years now.”“The board has carefully evaluated various possible alternatives for a change of ownership in ICAand has now settled on a deal that looks after our shareholders’ interests in the best possibleway,” says Hakon Invest’s chairman, Hannu Ryöppönen. “The deal strengthens the conditions forcontinued satisfactory and stable dividends to our shareholders.”“The acquisition of the remaining shares in ICA means that we secure our ownership in ICA forthe future. Thus, we create the best conditions for ICA as well as for the individual retailer, whileat the same time making our roll as principal owner clear. It’s a good deal for all shareholders,including the ICA Retailers Association,” says the ICA Retailers Association’s chairman, PeterBerlin. “Industrivärden contributes solid experience from active ownership in large, successfulThe information herein is such that Hakon Invest AB must disclose pursuant to the SwedishSecurities Market Act and/or the Swedish Financial Instruments Trading Act. The information wassubmitted for publication at 07:00 CET on Monday, 11 February 2013.

PRESS RELEASE2013-02-11Page 2/8public companies. We share the ambition that ICA Gruppen shall provide a good return and be anattractive, long-term investment for all shareholders.”Background and RationaleIn a press release dated 4 September 2012, Ahold announced that it would explore strategicoptions for its ownership in ICA. Since the inception of the Hakon Invest-Ahold partnership in2000, the governance of ICA has been regulated by a shareholders’ agreement, which entailsjoint control, with a requirement for consensus for all decisions by the board of directors and thegeneral meeting of shareholders. ICA’s owners have, therefore, each controlled 50 per cent of thevotes.Hakon Invest’s primary missions are to generate profits for shareholders as well as to developand safeguard the ICA concept by means of holding material influence over ICA through itsownership. Accordingly, Hakon Invest has conducted a careful evaluation of various possiblealternatives for a change of ownership in ICA, including the consequences of a listing on the stockexchange, in order to best look after the interests of its shareholders. It is the judgment of HakonInvest’s board of directors that the acquisition of the remaining shares of ICA is the alternativethat provides the best conditions for ICA to successfully continue to develop its business andgenerate a good return and hence create value for Hakon Invest’s shareholders in the long term.This transaction will have no direct impact on ICA and Ahold’s joint activities in areas such assourcing and responsible retailing. Ahold looks forward to continuing to work together on theseareas, which are mutually beneficial and support Ahold’s business goals.Hakon Invest Becomes the New ICA GruppenFollowing the acquisition of the outstanding 60 per cent of the shares in ICA, Hakon Investintends to change its name to ICA Gruppen in order to reflect the group’s focus. ICA Gruppen willbe a focussed retail company, with four business areas: food, banking, real estate and non-food,with the further growth of ICA and ICA-related businesses as its main mission. The purpose is tocreate a distinct business focus in the different business areas, so that the company can best takeadvantage of the growth opportunities in each area. The five portfolio companies which HakonInvest owns today in addition to ICA comprise less than 10 per cent of Hakon Invest assets andwill be evaluated vis-à-vis the new business focus in a responsible manner. The ambition is togather all non-food businesses, which are viewed as supporting the main business, into onebusiness area and to expand this further into new business opportunities.ICA has a solid strategic business plan for the coming years that has been developed togetherwith the owners. Overall, this entails generating profitable growth within all parts of ICA, with theNorwegian operations as a prioritised area. The plan will predominantly provide the basis for thecompany’s operations following the change in ownership.ICA’s CEO Per Strömberg is envisioned as CEO of the new ICA Gruppen, following completion ofthe transaction. Hakon Invest’s CEO, Claes-Göran Sylvén, will remain CEO of the ICA RetailersAssociation, a role he has occupied since 2003.The TransactionHakon Invest has signed an agreement with Ahold to acquire the remaining 60 per cent of theshares in ICA for cash consideration of SEK 20 billion, corresponding to approx. ofSEK 33 billion for 100 per cent of the shares in ICA.

PRESS RELEASE2013-02-11Page 3/8Hakon Invest is financing the acquisition of ICA with existing cash and a secured bridge financingprovided by Handelsbanken and Nordea. The bridge financing is intended to be repaid in part byan underwritten share issue to Hakon Invest’s shareholders of approx.SEK 5 billion. Following completion of the transaction, the remaining portion of the bridgefinancing is intended to be repaid by long-term debt financing, which will primarily utilise availabledebt capacity in ICA Fastigheter, as well as an issue of preference shares in ICA Fastigheter. Dueto the bridge financing and the subsequent share issue, no dividend will be paid during 2013.From 2014 onwards, the group is anticipated to return to distributing an annual dividend toshareholders.Upon completion, the Hakon Invest group will have a net debt (excluding pension debt), excludingthe ICA Bank, of approx. SEK 20 billion. Hakon Invest plans to carry out financing steps which willcut the net debt amount in half within 12 to 18 months. This corresponds to approx. 2 timesearnings before depreciation and amortisation (EBITDA). The ambition is that the new group willestablish a capital structure over time that entails a net indebtedness corresponding to 1.0-1.5times EBITDA and, at the same time, ensure that shareholders receive a stable, satisfactoryreturn on investment and long-term value appreciation.New Share IssueThe board of directors has resolved to convene an extraordinary meeting of shareholders onWednesday, 13 March 2013 which, among other things, is proposed to authorise the board toresolve on the share issue. Following completion of the acquisition, a portion of the bridgefinancing is intended to be refinanced via a share issue to Hakon Invest’s shareholders ofapprox. SEK 5 billion. The majority shareholder in Hakon Invest, the ICA Retailers Association,has committed, along with Industrivärden, to subscribe for their respective pro rata shares and tounderwrite the remaining portion of the share issue.Only ordinary shares will be issued to holders of ordinary and class C shares in Hakon Invest inthe share issue. All class C shares are owned by the ICA Retailers Association. The share issueis proposed to be structured so that holders of ordinary shares are given the right to subscribe tonew ordinary shares at a lower subscription price compared to the subscription price offered tothe holder of the class C shares. The lower subscription price for ordinary shareholderscompensates for the fact that class C shareholders, whose shares do not entitle the holder tocash dividends until 1 January 2016, are entitled to subscribe to dividend-bearing ordinary sharesin the share issue. The subscription price and other conditions for the share issue will beannounced at the time the board of directors passes a resolution on the share issue, which isestimated to occur at the time of the completion of the acquisition.Share StructureHakon Invest’s share capital amounts to SEK 402,293,590 divided among 160,917,436 shares.As of 31 December 2012, the number of class C shares amounted to 82,067,892 and the numberof ordinary shares amounted to 78,849,544, of which 251,870 ordinary shares are held by HakonInvest. Ordinary shares and class C shares have the same voting rights but differ in the right todividends. While ordinary shares have an unrestricted entitlement to dividends, the class Cshares have no right to cash dividends. All class C shares will be converted to ordinary shares on1 January 2016, which means that Hakon Invest subsequently will only have one class of shares,in the form of dividend-bearing ordinary shares. The total number of shares remains unchangedafter the conversion.

PRESS RELEASE2013-02-11Page 4/8The scheduled share issue concerns only ordinary shares, which means that the number of classC shares will remain unchanged while the number of ordinary shares will increase. All class Cshares are owned by the ICA Retailers Association.ICA Retailers Association Sells Shares to IndustrivärdenIn connection with the announcement of the acquisition, the ICA Retailers Association has agreedto sell ordinary shares representing 10 per cent of the capital and voting rights in Hakon Invest toIndustrivärden, subject to completion of the acquisition. The ICA Retailers Association’sownership in Hakon Invest thereby decreases from 67.3 per cent to 57.3 per cent of the capitaland votes.Financial Consequences for Hakon InvestTaking into account a preliminary acquisition analysis, a consolidation of Hakon Invest’s andICA’s financial information renders net sales for the new group of approx. SEK 100 billion andearnings before depreciation and amortisation (EBITDA) of SEK 5 billion for the period 1 January2012–31 December 2012. As a consequence of the transaction, the value currently included inHakon Invest’s group balance sheet regarding ICA will increase due to a revaluation in theaccounts. The revaluation entails a positive effect on earnings of the same amount, estimated atapprox. SEK 8 billion, which will be taken up as income once the transaction is completed.Hakon Invest and Ahold have agreed upon a dividend from ICA for 2012 of SEK 2 billion, of whichAhold receives SEK 1.2 billion. This entails an unchanged dividend from ICA compared to theprevious year.

PRESS RELEASE2013-02-11Page 6/8Extraordinary General Meeting in Hakon InvestIn order to authorise the board of directors to resolve on the share issue, an extraordinary generalmeeting of shareholders in Hakon Invest will be held on Wednesday, 13 March 2013 at17:00 CET. The notice for the extraordinary general meeting will be published separately and willbe made available, together with information regarding registration, at www.hakoninvest.seImportant Preliminary Dates and Events Related to the Acquisition11 February Notice to attend the extraordinary general meeting of shareholders is published13 March The extraordinary general meeting of shareholders in Hakon Invest authorises theboard of directors to resolve on share issuesAprilAprilApril/MayAnticipated completion of the acquisition, given approval by relevant authorities,etc.The board of directors resolves on a share issue by virtue of the authorisationgranted at the extraordinary general meeting of shareholdersSubscription period for new shares in a share issueAdvisorsHandelsbanken Capital Markets is acting as M&A-advisor in the transaction. HandelsbankenCapital Markets and Nordea Markets are acting as joint lead managers for the upcoming shareissue and as financial advisors for the transaction and its overall financing. Gernandt &Danielsson Advokatbyrå is acting as legal advisor in connection with the transaction. KastellAdvokatbyrå is acting as legal advisor on competition-related matters.Media and Analyst PresentationHakon Invest will hold a Swedish-language media and analyst presentation today, Monday, 11February 2013, at 10.00 CET at Spårvagnshallarna, Birger Jarlsgatan 57A in Stockholm, Sweden.CEO Claes-Göran Sylvén and CFO Göran Blomberg will give a Swedish-language presentationof the acquisition and the 2012 year-end report, and a Q&A session will be held after the initialpresentation.Registration to attend the media and analyst presentation can be made via ir@hakoninvest.se. Alive webcast of the media and analyst presentation will be broadcast on www.hakoninvest.se.A conference call in English will be held at 14:30 CET today in relation to the acquisition. Dialnumber is found in the separate invitation to the media and analyst presentation and on theCompany’s web site under Investor Relations.

PRESS RELEASE2013-02-11Page 8/8As used herein, the expression ”an offer of shares or rights to the public” in any Relevant MemberState shall entail communication, in any form, of sufficient information about the terms for the offerand the shares or rights which are offered in order for an investor to be able to make a decision tobuy the securities, as this may differ in said Relevant Member State as a result of theimplementation of the Prospectus Directive in said Relevant Member State, and the expression“Prospectus Directive” means Directive 2003/71/EC, including all implementation measures ineach respective Relevant Member State.Handelsbanken Capital Markets and Nordea Markets represent Hakon Invest and no one else inconnection with the share issue and will not be liable to anyone other than Hakon Invest forproviding protection which is offered to their clients, or providing advice in connection with theshare issue and/or any other matter to which reference is made is this announcement.Handelsbanken Capital Markets and Nordea Markets assume no responsibility and make norepresentation or warranty, either expressly or implied, regarding the information provided in thisannouncement, including its accuracy, its completeness or verification of any other statementwhich has been made or has been intended to be made by Handelsbanken Capital Markets,Nordea Markets, or on their behalf, in relation to Hakon Invest, the new shares and the shareissue, and nothing in this announcement is or shall be relied upon as a promise or representationin this respect, regardless if it concerns the past or the future. Accordingly, HandelsbankenCapital Markets and Nordea Markets disclaim to the fullest extent permitted by applicable law anyand all liability whether arising in tort, contract or any other relationship which HandelsbankenCapital Markets and Nordea Markets otherwise would be found to have in respect of thisannouncement or any such statement.FORWARD-LOOKING STATEMENTSThis press release contains forward-looking statements that reflect the management’s currentviews on future events, as well as on possible financial development. Although Hakon Investconsider these expectations to be reasonable, there is no guarantee that these forward-lookingstatements will be shown to be correct. Consequently, the outcome may differ markedly from thatstated in forward-looking statements, as a result of various factors. You are encouraged to readthis announcement, the prospectus and the information incorporated by reference therein, whenthese are made available, in their entirety for further discussion of factors that may affect HakonInvest’s future performance and the areas in which it operates. In the light of these risks,uncertainties and assumptions, it is possible that events described in the forward-lookingstatements in this announcement do not occur.