Public cash offer to the shareholders of Tricorona AB (publ) - - PDF document

Public cash offer to the shareholders of Tricorona AB (publ)

TricoronA SHArEHoLDEr HELPLinE + 46 (0)8 585 914 44

Barclays PLC (“Barclays”), through its wholly owned subsidiary TAV AB (“TAV” or the “offeror”), has made a public cash offer for all the shares in Tricorona AB (publ), corporate registration no. 556332-0240, (“Tricorona” or the “company”) on the terms and conditions set out in this offer document (the “offer”). The Offer, including the agreements that are entered into between TAV and the shareholders of Tricorona subsequent to the Offer being made public, shall be govern and construed in accordance with Swedish law. Any dispute arising out of the Offer or such agreements shall be settled exclusively by Swedish courts applying Swedish law with the city court of Stockholm as the court of first instance. In accordance with the Swedish Act on Public Takeover Offers (Sw. lagen (2006:45 om offentliga uppköpserbjudanden på aktiemarknaden) (the “Takeover Act”), on June 2010, TAV contractually agreed with NASDAQ OMX Stockholm (“nASDAQ oMX”) to comply with the NASDAQ OMX Rules Con- cerning Public Takeover Bids in the Stock Market (the “Takeover rules”) and the Swedish Securities Council’s rulings regarding interpretation and applica- tion of the Takeover Rules and to submit to any sanctions imposed by NASDAQ OMX upon any breach of the Takeover Rules. On 1 June, 2010 TAV informed the Swedish Financial Supervisory Authority (the “SFSA”) about the above undertaking towards NASDAQ OMX. The Offer is subject to the Takeover Rules. A Swedish language version of this offer document has been registered with the SFSA in accordance with the provisions of Chapter 2 a, Section 5 of the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med finansiella instrument). The registration with the SFSA does not imply that the SFSA guarantees that the factual information provided herein is correct or complete. In the event of any discrepancy between the English and the Swedish language versions of this offer document, the Swedish language version shall prevail. The figures reported in this offer document have been rounded as appropriate. All shareholding percentages in Tricorona, and the value of the Offer, in this offer document are based on 141,242,098 outstanding Tricorona shares as of 1 June 2010, excluding 5,500,000 treasury shares held by Tricorona (according to information from the Swedish Companies Registration Office and Tricorona), except for condition 1 under “Terms and Conditions”. All GBP sums in this offer document are based on a GBP/SEK exchange rate of 11.52. Forward Looking Statements This document contains certain forward-looking statements within the meaning of Section 21E of the US Securities Exchange Act of 1934, as amended, and Section 27A of the US Securities Act of 1933, as amended, with respect to certain of the Barclays Group’s plans and its current goals and expectations relating to its future financial condition and performance. Barclays cautions readers that no forward-looking statement is a guarantee of future perform- ance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as “may”, “will”, “seek”, “continue”, “aim”, “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe” or other words of similar meaning. Examples of for- ward-looking statements include, among others, statements regarding the Barclays Group’s future financial position, income growth, assets, impairment charges, business strategy, capital ratios, leverage, payment of dividends, projected levels of growth in the banking and financial markets, projected costs, estimates of capital expenditures, and plans and objectives for future operations and other statements that are not historical fact. By their nature, for- ward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market related risks such as changes in interest rates and exchange rates, effects of changes in valuation of credit market exposures, changes in valuation of issued notes, the policies and actions of govern- mental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Report- ing Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation, the success of future acquisitions and other strategic transactions and the impact of competition – a number of such factors being beyond the Barclays Group’s control. As a result, the Barclays Group’s actual future results may differ materially from the plans, goals, and expectations set forth in the Barclays Group’s forward-looking statements. Any forward-looking statements made herein speak only as of the date they are made. Except as required by the UK Financial Services Authority (“FSA”), the London Stock Exchange or applicable law, Barclays expressly disclaims any obligation or undertaking to release publicly any updates or revi- sions to any forward-looking statements contained in this announcement to reflect any change in Barclays expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that Barclays has made or may make in documents it has filed or may file with the Securities Exchange Commission. important information for shareholders outside Sweden and banks, brokers, dealers and other nominees holding shares for persons outside Sweden In order to be eligible to view this offer document or make an investment decision with respect to the Offer, you may not be a resident in the United States

• f America, Australia, Canada, Japan, New Zealand or South Africa and otherwise be able to participate lawfully in the Offer on the terms and subject to

the conditions set out in this offer document. The Offer pursuant to the terms and conditions presented in this offer document is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. The distribution of this offer document in certain jurisdictions may be restricted by law. Persons who come into possession of this offer docu- ment are required to inform themselves about, and to observe, any such restrictions. THIS OFFER DOCUMENT, THE RELEVANT ACCEPTANCE FORM AND ANY RELATED OFFER DOCUMENTATION ARE NOT BEING DISTRIBUTED AND MUST NOT BE MAILED OR OTHERWISE DISTRIBUTED OR SENT IN OR INTO ANY COUNTRY IN WHICH THE DISTRIBUTION OR OFFERING WOULD REQUIRE ANY SUCH ADDITIONAL MEASURES TO BE TAKEN OR WOULD BE IN CONFLICT WITH ANY LAW OR REGULATION IN SUCH COUNTRY. ANY SUCH ACTION WILL NOT BE PERMITTED OR APPROVED BY TAV. ANY PURPORTED ACCEPTANCE OF THE OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS AND ANY PURPORTED ACCEPTANCE BY A PERSON LOCATED IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY AGENT, FIDICUARY OR OTHER INTERMEDIATE ACTING ON A NON-DISCRE- TIONARY BASIS FOR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEA- LAND OR SOUTH AFRICA MAY BE DISREGARDED. Nothing in this offer document constitutes an offer to buy or the solicitation of an offer to sell securities in the United States of America, Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction in which such offer or solicitation would be unlawful. The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, tele- phone and the Internet) in or into the United States of America, Australia, Canada, Japan, New Zealand or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within the United States of America, Australia, Canada, Japan, New Zealand or South Africa. Accordingly, this offer document, the relevant acceptance form and any related offer documentation are not being and should not be mailed or otherwise distributed, forwarded or sent in or into the United States of America, Australia, Canada, Japan, New Zealand or South Africa. TAV will not deliver any consideration from the Offer into the United States of America, Australia, Canada, Japan, New Zealand or South Africa. This offer document is not being, and must not be, sent to shareholders with registered addresses in the United States of America, Australia, Canada, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in the United States of America, Australia, Canada, Japan, New Zealand or South Africa must not forward this offer document or any other document received in connection with the Offer to such persons. Any tender by an intermediary acting on a non-discretionary basis for a principal giving instructions from the United States of America cannot be accepted. As used herein, United States of America includes its territories and possessions, any state of the United States of America, and the District of Columbia. Swedbank Corporate Finance (“Swedbank”) is acting as financial advisor to TAV and Barclays, and no one else, in connection with the Offer. Swedbank will not be responsible to anyone other than TAV and Barclays for providing advice in relation to the Offer. The information has been provided by TAV and Barclays and, with respect to the Company by Tricorona’s Board of Directors. Swedbank has not assumed any obligation to independently verify, and dis- claims any liability with respect to, the information herein. Except as stated in the auditors’ report on page 36 or is otherwise explicitly stated, no information in this offer document has been reviewed or audited by Tricorona’s auditors.

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PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

contents

3 The Offer to the shareholders of Tricorona 4 Background to and reasons for the Offer 5 Terms and Conditions 8 Fairness Opinion 10 Recommendation by the Board of Directors of Tricorona 12 Information on Tricorona 19 Tricorona’s Board of Directors, Group Management and Auditors 21 Articles of Association of Tricorona 22 Tricorona’s interim report January – March, 2010 31 Other Information 32 Information on TAV and Barclays 33 Tax issues in Sweden 35 Statement from the Board of Directors of Tricorona 36 Statement from the Auditors 37 Contact details Price per share: SEK 8.00 in cash Acceptance period: 3 June 2010 to 1 July 2010 at 17.00 CET Estimated settlement date: As soon as possible after the acceptance period has ended

The offer in brief

On 2 June 2010, Barclays through its wholly owned subsidiary, TAV, announced a recommended cash offer to acquire all the shares in Tricorona.

The Offer to the shareholders of Tricorona 3

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

The Offer to the shareholders of Tricorona

On 2 June 2010, Barclays, through its wholly owned subsidi- ary TAV, announced a recommended cash offer to acquire all the shares in Tricorona. Tricorona’s shares are listed on NAS- DAQ OMX Nordic Small Cap list under the ticker symbol TRIC. TAV is offering SEK 8.00 in cash for each share in

• Tricorona. The offer price is subject to adjustment corre-

sponding to the value of any dividends or other value distri- butions made by Tricorona, for which the record date occurs prior to settlement of the Offer.(1) The Offer represents a premium of: 4

■

0 per cent. over the closing price of SEK 5.70 on 1 June 2010, the last trading day prior to the announce- ment of the Offer; and

■

40 per cent. over the volume-weighted average share price of SEK 5.70 during the ten days prior to the announcement of the Offer. The total value of the Offer amounts to approximately SEK 1,130 million (GBP 98 million). No brokerage fees/commission will be payable by share- holders who tender shares in the Offer. The Board of Directors of Tricorona has unanimously decid- ed to recommend that Tricorona’s shareholders accept the

• Offer. Due to the irrevocable undertaking given by Volati Ltd

to accept the Offer, Patrik Wahlén has not participated in the Board of Directors’ evaluation of, or decisions concerning, the Offer as he cannot be considered independent of Volati Ltd. The Board of Directors’ recommendation is supported by a fairness opinion from Evli Bank plc (“Evli”), financial advisor to Tricorona’s Board of Directors. The Tricorona Board of Directors’ recommendation is included in the section “Recommendation by the Board of Directors of Tricorona” on page 10. Evli’s fairness opinion is included in the section “Fair- ness Opinion” on page 8. The Offer is not subject to any conditions concerning the availability of financing. Barclays Bank PLC has agreed to pro- vide TAV with the necessary funds to finance the Offer.

Management participation

Niels von Zweigbergk, Christer Holmgren, Soe Moe Kyaw Oo and Susanne Haefeli- Hestvik (together the “Management”), who are members of Tricorona’s management team, have agreed to sell their shares in Tricorona to TAV at the same price as the Offer and will invest in TAV by subscribing, direct- ly or indirectly, for approximately 14 per cent. of the equity upon the Offer being declared wholly unconditional. For fur- ther information see “Management Participation in TAV” on page 31.

Barclays and TAV’s current ownership in Tricorona

TAV currently owns no shares or other financial instruments in Tricorona. Barclays, through its subsidiary Barclays Capital Securities Limited, currently owns 2,573 shares (representing approximately 0.00 per cent. of the shares and votes) in Tricorona.

irrevocable Undertakings

Volati Ltd and AB Stena Metall Finans, two of the largest shareholders in Tricorona, together representing approxi- mately 20.6 per cent. of the shares and votes in Tricorona, have entered into irrevocable undertakings to accept the

• Offer. For further information see “Irrevocable Undertakings

from shareholders in Tricorona” on page 31.

Statements from the Swedish Securities council

The Swedish Securities Council has made a statement in rela- tion to the interpretation of Rules II.2 and II.13 of the Takeover Rules in the context of the Offer: AMN 2010:20. Please see www.aktiemarknadsnamnden.se for the full statement. The terms and conditions for the Offer are described in the section “Terms and conditions” on page 5.

(1) In the event that Tricorona pays dividends or executes any other value transfer, pecuniary or in kind, to the Tricorona shareholders, for which the record date occurs before settlement of the Offer, the cash consideration of the Offer will be reduced accordingly.

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PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Barclays has been at the forefront of the carbon markets since establishing its emissions trading desk in 2004, prior to the ratification of the Kyoto Protocol and the commencement of the EU Emissions Trading Scheme. Barclays has noted Tricorona’s development and success to date in realising value from originating, developing and trading environmentally-related market instruments. The acquisition of Tricorona would build on Barclays strong reputation in the carbon markets and would position it as a leading global origination and trading house. Tricorona shareholders would benefit from an attractive price in cash. Barclays places great value on Tricorona’s management and employees and expects that the Offer will provide a platform for its growth ambitions in the environmental markets and will create attractive opportunities for the employees in the long term. The Offer is not expected to have any significant short term effects for Tricorona’s employees and current places of business. Further reference is made to the information contained in this offer document which has been prepared by the Board of Directors of TAV in connection with the Offer. The description of Tricorona on page 12 until and includ- ing 30 in this offer document has been reviewed by the Board of Directors of Tricorona. With the exception of the description regarding Tricorona, assurance is given that, to the best of the knowledge of the Board of Directors of TAV, the information presented in this offer document conforms to actual conditions. Stockholm, 2 June 2010 TAV AB The Board of Directors

(1) For information on TAV and Barclays, please see ”Information on TAV and Barclays” on page 32.

Background to and reasons for the Offer

Background to and reasons for the Offer

(1)

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PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Terms and Conditions

Terms and Conditions

The offer

TAV is offering SEK 8.00 in cash for each share in Tricorona. The consideration under the Offer is subject to adjustment corresponding to the value of any dividends or other value distributions made by Tricorona prior to settlement of the Offer.(1) TAV anticipates obtaining the necessary clearances from the Irish Competition Authority and the Swedish Financial Supervisory Authority in late June 2010. No brokerage fees/commission will be payable by share- holders who tender shares in the Offer.

conditions of the offer

Completion of the Offer is conditional upon: 1. shareholders in Tricorona accepting the Offer to such an extent that TAV would become the owner of shares in Tri- corona representing more than 90 per cent. of the total number of shares in Tricorona; 2. no third party announcing a public offer for the shares in Tricorona on conditions that are more favourable for the shareholders in Tricorona than the Offer; 3. all necessary permits and approvals for the completion of the Offer being obtained, including necessary approvals from (i) the Irish Competition Authority and (ii) the Swedish Financial Supervisory Authority in relation to the brokerage licence for Svenska Kraftmäkling AB, on terms acceptable to TAV; 4. no event occurring which is outside the control of TAV, which will, or can reasonably be expected to, materially adversely affect the result, liquidity, profit or general financial position of Tricorona; 5. before the announcement of completion of the Offer, the Offer not, in whole or in part, being made impossible, made materially more difficult or negatively affected to a considerable extent by legislation, decisions of the courts, decisions by public authorities or other circumstances

• utside the control of TAV in Sweden or in another coun-

try; 6. the Board of Directors of Tricorona not taking any meas- ure which would normally be likely to have a negative impact on the prerequisites for making of the Offer or its implementation; and 7. TAV not, prior to the announcement of the completion of the Offer, receiving any indication that information pub- lished by Tricorona is in any material part incorrect or mis- leading, or that any material information that Tricorona had been required to publish has not been published by Tricorona. TAV reserves the right to waive, in whole or in part, one or more of the conditions of the Offer above including, with respect to condition 1 above, to complete the Offer at a lower level of acceptance. The Offer may only be withdrawn with reference to the conditions 2–7 above if the non-satisfaction of such condi- tions is of material importance to TAV’s acquisition of the shares in Tricorona.

Acceptance

The Acceptance period for the Offer commences 3 June 2010 and ends on 1 July 2010 at 17.00 CET. The offer document and acceptance form will be sent to directly registered share- holders in Tricorona. The acceptance form is pre-printed with details concerning the shareholder’s name, address, personal identification number or organisation number, number of shares held as at 2 June 2010 and the securities account to which the shares in Tricorona are registered. Shareholders who wish to accept the Offer should check that the details on the acceptance form are correct. They should also enter a daytime telephone number and sign the acceptance form. Shareholders who are included on the list of pledge holders and trustees related to the share register will not receive an acceptance form, but will be notified separately. Those share- holders who wish to accept the Offer must post the accept- ance form in the enclosed postage paid envelope or send the form to: Swedbank Swedbank Markets Emissioner E676 SE-105 34 Stockholm Please note that the acceptance form must reach Swedbank not later than 1 July 2010 at 17.00 CET. Forms that are sent by post must be mailed in time to reach Swedbank by this time. Please note that incorrect or incomplete acceptance forms may be disregarded.

(1) In the event that Tricorona pays dividends or executes any other value transfer, pecuniary or in kind, to the Tricorona shareholders, for which the record date occurs before settlement of the Offer, the cash consideration of the Offer will be reduced accordingly.

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PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Terms and conditions

nominee registered holdings

Shareholders whose holdings are registered in the name of a nominee will not receive this offer document or acceptance

• form. Acceptance is instead to be made in accordance with

instructions from the nominee.

Pledged shares

If shares are pledged, the pledgee must also complete and sign the acceptance form which is submitted.

• ffer document and acceptance form

The offer document and acceptance form can be obtained/

• rdered free of charge from Swedbank, Swedbank Markets,

Emissioner, by phoning tel: +46 8 585 918 00 or by e-mailing: emissioner.sthlm@swedbank.se. The offer document and acceptance form will also be available at the following websites: Barclays (www.barclays.com/investorrelations), Swedbank (www.swedbank.se/prospekt) and the Swedish Financial Supervisory Authority (www.fi.se) (offer document

• nly).

right to extend the offer

TAV reserves the right to extend the acceptance period as well as the right to defer the date for settlement.(1)

right to withdraw acceptance

Shareholders in Tricorona have the right to withdraw their acceptance of the Offer. To be valid, such withdrawal must have been received in writing by Swedbank, Swedbank Markets, Emissioner, E676, SE-105 34 Stockholm, before TAV has announced that the conditions of the Offer have been satisfied, or if such announcement has not been made during the acceptance period, not later than 17.00 CET on the last day of the acceptance period. Shareholders in Tricorona hold- ing nominee-registered shares wishing to withdraw accept- ance shall do so in accordance with instructions from the

• nominee. If the Offer remains conditioned in any respect dur-

ing any extension of the Offer and TAV has not waived such conditions, the right to withdraw an acceptance will apply in the same manner throughout any such extension of the Offer.

confirmation to the shareholders

After the duly completed acceptance form has been received and registered, the Tricorona shares will be transferred to a newly opened, blocked securities account (non-cash transfer account) in the shareholder’s name. As confirmation, a secu- rities account statement that shows the deposit into the shareholder’s non-cash transfer account will be sent to the

• shareholder. No separate notice will be sent showing the

withdrawal of shares from the shareholder’s ordinary securi- ties account.

Settlement

Settlement will begin as soon as possible after the accept- ance has ended. Settlement of the Offer will be arranged by sending a settlement note to those who have accepted the

• Offer. If the relevant shares in Tricorona are registered with a

nominee, the settlement note will be sent by that nominee. The Offer amount will be credited to the deposit account linked to the shareholder’s VP account in which the shares were registered. Where shareholders in Tricorona do not have a deposit account linked to their securities account or if the account is defective, the amount will be credited by a pay- ment note. Note that if the shares are pledged, the Offer amount will be credited to the deposit account or according to instructions on the settlement note. In conjunction with the settlement of the Offer, the shares in Tricorona will be withdrawn from the blocked securities account, which is then

• closed. No account statement will be sent out in conjunction

hereto.

Mandatory redemption and delisting

If the Offer is accepted to such extent that TAV becomes the

• wner of more than 90 per cent. of the total number of

shares, TAV intends to request mandatory redemption of the remaining shares in accordance with the Swedish Companies Act, and will act towards a delisting of Tricorona shares from NASDAQ OMX. Shareholders who choose to reject the Offer and who thus remain as shareholders of Tricorona should note that Tricorona’s shares, following a delisting, cannot be traded in an organised fashion on a regulated market. The possibility of selling or monitoring the shares price perform- ance will thus be limited .

(1) Notice of any such extension or deferral will be announced by TAV by means of a press release in accordance with applicable rules and regulations.

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PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Terms and conditions

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

• ther information

Swedbank is a receiving agent, which means that it performs certain administrative services relating to the Offer. This does not mean that those who accept the Offer (the ”partici- pants”) will be automatically regarded as customers of

• Swedbank. Those who accept the Offer will only be regarded

as customers of Swedbank if Swedbank has provided advice to the participant or has otherwise contacted the participant personally regarding the Offer. For participants that are not regarded as customers therefore, the rules regarding the pro- tection of investors in accordance with the Swedish Securities Market Act will not be applicable for their shareholding. This means, inter alia, that neither the customer categorisation nor the appropriateness test will be performed with respect to the Offer. Each individual participant is therefore responsi- ble for ensuring they have sufficient experience and knowl- edge to understand the risks that are associated with the Offer.

Acquisition of shares outside the offer

TAV and its affiliates, any advisor, broker or other person act- ing as the agent of or on behalf of TAV may, from time to time, purchase or make arrangements to purchase shares in the Company other than pursuant to the Offer, from the time the Offer was announced until the expiry of the acceptance period of the Offer or following the Offer, including purchases in the open market at prevailing prices or in private transac- tions at negotiated prices. Any such purchases will be made in compliance with applicable laws, rules and regulations. No such purchases may be made at prices higher than the con- sideration offered under the Offer or on terms more favoura- ble than those offered pursuant to the Offer, unless the con- sideration is increased accordingly and the terms and conditions of the Offer are adjusted accordingly. Any informa- tion about such purchases will be disclosed to the extent required.

Fairness Opinion 8

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

To the Board of Directors of Tricorona AB (publ) OPINION REGARDING PUBLIC TENDER OFFER FROM BARCLAYS PLC TO THE SHAREHOLDERS OF TRICORONA AB The Board of Directors of Tricorona AB (publ) (”Tricorona” or the ”Company”) has, through their independent members, requested Evli Bank Plc (“Evli Bank”) to provide an

• pinion as to the fairness, from a financial point of view, of the tender offer announced by

Barclays Plc (“Barclays”) to the holders of shares issued by Tricorona to acquire all

• utstanding shares of Tricorona (the ”Offer”).

Evli Bank will receive a fixed fee providing this opinion. The fixed fee is independent in regards to the completion of the Offer. The Offer conditions were made public on June 2, 2010 through a press release. Pursuant to the Offer the shareholders of Tricorona will receive SEK 8.00 in cash in consideration for 1 share of Tricorona. In the prospect of providing this opinion Evli Bank has, among other things, reviewed and considered:

• the terms and conditions of the Offer,
• fficial information such as annual reports, interim reports, press releases etcetera

regarding Tricorona

• discussions with the senior management of Tricorona concerning past and present

activities, financial position, investment requirement and future prospects,

• comparable companies’ market valuations and relevant transactions,
• share prices and turnover in the Tricorona share as well as the general development on

NASDAQ OMX Nordic Exchange Stockholm (“Stockholm Stock Exchange”)

• bid premiums on previous public tender offers on the Stockholm Stock Exchange, and
• ther official information considered suitable by Evli Bank as basis for this opinion

Evli Bank has not, within the scope of this request, performed any verification or audit of the material and information provided by Tricorona and Evli Bank has neither performed any independent valuation of the assets and liabilities of Tricorona. We have assumed that all information received from the Company is accurate and complete and that no substantial information has been withhold and we take no responsibility for the completeness and accurateness in the information received. Our opinion is based upon information available to us as of June 2, 2010 and has been provided in response to the request as foregoing and can not be referred to, neither be used for any other reason. Events occurring hereafter may have an impact on our opinion, and the assumptions upon which it has been based, and we take upon ourselves no updates, changes or further confirmation of this opinion. The opinion is only to be published in its entirety and in connection with the statement by the Board of Directors regarding the Offer and it expresses no recommendation as to whether or not shareholders of Tricorona should accept the Offer or not.

Fairness Opinion

Fairness Opinion

Fairness Opinion 9

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Evli Bank is an investment bank engaged in securities trading, brokerage and research, asset management as well as corporate finance. Within the normal course of our business Evli Bank may from time to time hold long- or short positions in, and can for our own or on behalf of our clients take part of sales and trading in, shares and other securities issued by Tricorona. Based upon the closing price on June 1, 2010 for the Tricorona share the Offer implies a premium of approximately 40 percent. Based upon the volume-weighted average share price during the 10 trading days prior to the announcement of the Offer, the premium amounts to approximately 40 percent. Based upon and subject to the foregoing and other factors considered relevant by Evli Bank, it is Evli Bank’s opinion, as of the date hereof, that the Offer to the shareholders is fair, from a financial point of view, for holders of shares issued by Tricorona. Stockholm, as of June 2, 2010 Evli Bank Plc

This is a translation to English of an opinion given in Swedish

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PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Recommendation by the Board of Directors of Tricorona

PRESSRELEASE 2 JUNE 2010

2 June 2010

Tricorona Board of Directors unanimously recommends shareholders to accept the offer from Barclays

• The cash offer of SEK 8.00 per share represents a premium of 40 percent, based on the closing price on

the trading day before the announcement of the offer

• Tricorona will be able to further develop its activities through the market position of Barclays and its

network as one of the world’s largest participants in the market for environmental related instruments

• Evli Bank has rendered a fairness opinion to the effect that the offer is considered to be fair from a

financial point of view

Background

On 2 June 2010 Barclays PLC (“Barclays”), through its wholly owned subsidiary TAV AB, (“TAV”), made a public offer to the shareholders of Tricorona AB (publ) (“Tricorona” or the “Company”) to acquire all of the shares in Tricorona for a cash consideration of SEK 8.00 per share (the “Offer”). Barclays has agreed to provide TAV with the necessary funds to finance the Offer. The Offer is inter alia subject to the condition that TAV becomes the owner of more than 90 percent of the total number of shares in Tricorona. Certain members of the Tricorona management team, including the President and CEO Mr. Niels von Zweigbergk, have agreed to sell their shares in Tricorona to TAV at the same price as the Offer. Two of the largest shareholders in Tricorona, Volati Limited and AB Stena Metall Finans, together representing approximately 20.6 percent of the shares and votes in Tricorona, have committed, subject to certain conditions, to accept the Offer. The acceptance period of the Offer expires, according to the current time table, at the earliest four weeks from the time when the Offer document is made available, which is expected to be on or about 2 June 2010. For further details on the Offer, please see Barclays’ press release published today. On the request of Barclays, the Tricorona Board has permitted Barclays to perform a limited due diligence review of confirmatory nature prior to the announcement of the Offer. Barclays has not received any price sensitive information through this review.

The Board’s evaluation

The Offer represents a premium of 40 percent over the last closing price of SEK 5.70 per share on 1 June 2010, the last trading day prior to the announcement of the Offer. Based on the volume-weighted average share price during the 10 trading days prior to the announcement of the Offer, the premium amounts to 40 percent. Barclays Capital is the investment banking division of Barclays and provides large corporate, government and institutional clients with a full spectrum of solutions to their strategic advisory, financing and risk management needs. Barclays Capital has offices around the world, employs over 23,000 people and has the global reach, advisory services and distribution power to meet the needs of issuers and investors worldwide. Barclays Capital is also acknowledged to be one of the leading players in the major commodity asset classes. As one of the leading providers of commodities solutions, Barclays Capital fields a global commodities team comprising 350 trading, sales and research professionals.

Recommendation by the Board of Directors of Tricorona

Recommendation by the Board of Directors of Tricorona 11

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

PRESSRELEASE 2 JUNE 2010

As part of the Board’s evaluation of the Offer, the Board has retained Carnegie Investment Bank AB as financial advisor and Mannheimer Swartling Advokatbyrå AB as legal advisor. Evli Bank Plc has rendered a valuation opinion concerning the fairness of the Offer, to the effect that the Offer is considered fair from a financial point of view1. The fairness opinion is attached. Volati Limited has, subject to certain conditions, committed to accept the Offer. Mr. Patrik Wahlén has not participated in the Board of Directors’ evaluation of the Offer or decisions concerning the Offer, as he cannot be considered independent of Volati Limited. Under the Takeover Rules, the Board is also required to make public its opinion on the effects that the implementation of the Offer may have on Tricorona, especially on employment, and its view on Barclays’ strategic plans for Tricorona and the effect that these may have on employment and the locations where Tricorona carries on its business. The Board has in this respect noted that Barclays places great value on Tricorona’s management and employees and that Barclays expects that the Offer will provide a platform for Tricorona’s growth ambitions in the environmental markets and will thus create attractive opportunities for the employees in the long run. Barclays further states that the Offer is not expected to have any significant short term effects for Tricorona’s employees and current places of business. The Board assumes that this statement is correct and has in relevant aspects no reason to hold any other views.

The Board’s recommendation

The Board has based its recommendation on factors which the Board has deemed relevant in evaluating the

• Offer. These factors include, but are not limited to, Tricorona’s current position, the Company’s expected

future development and potential, and opportunities and risks related thereto. The Board of Directors unanimously2 recommends the shareholders to accept the Offer. Tricorona AB (publ) The Board of Directors For further information, please contact Magnus Sundström, Chairman of the Board of Directors +46 70 565 21 06 Tricorona announces the information set out in this press release pursuant to the Swedish Securities Market Act. The information was submitted for publication at [08.00] (CET) on 2 June 2010.

1 Evli Bank Plc has been appointed by the Board only to evaluate whether the consideration of the Offer is fair from a

financial point of view. Evli Bank Plc’s remuneration is not determined by the size of the consideration, the extent to which the Offer is accepted or whether the Offer is completed or not.

2 Mr. Patrik Wahlén has not participated in the Board’s evaluation of the Offer or decisions concerning the Offer, as he

cannot be considered independent of Volati Limited.

Information on Tricorona 12

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

The following is a summary description of Tricorona. The information given in this description is based on publicly available information primarily gathered from Tricorona’s 2009 and 2008 annual reports and has been reviewed by Tricorona’s Board of Directors. The financial information has been prepared in accordance with IFRS (the financial years 2007–2009) and IAS 34 (the interim accounts Jan–March 2008 and 2009), respectively.

Business overview

Tricorona’s business is focused on environmentally related market instruments, mainly through investments in, and the trading of, project-linked instruments known as Certified Emission Reductions (CERs), within the framework of the Kyoto Protocol. Tricorona’s operations include investing in and trading emission reductions, brokerage of electricity and elec- tricity certificates and carbon offsetting services to compa- nies and organisations that wish to become climate-neutral. Tricorona was incorporated in 1988 and has been listed on the Stockholm Stock Exchange since 1989, and is currently listed on NASDAQ OMX Stockholm, on the Nordic Small Cap list. Tricorona has activities in Sweden, China, Singapore and Japan and employs 69 people.

History

Tricorona has a relatively long history as a quoted company. The company was established in 1988 and was quoted on the Stockholm Stock Exchange’s O-list as early as 1989 under the name Wermlands Guldbrytning. Early operations focused

• n the exploration and the exploitation of metals and miner-
• als. However, in 2006 the company launched a preference

share issue with the aim of financing a strategic move towards investment and trading in project-related emissions credits. Key strategic historical milestones for Tricorona and its acquired companies: 1989 The company was quoted on the Stockholm Stock Exchange’s O-list under the name Wermlands Guldbryt ning 1993 New focus on the exploitation of industrial minerals 1996 Mining and dressing of graphite ore was launched at the Kringelgruvan mine in Hälsingland 1997 The metal exploration projects Svenska Koppar and Riddarhyttan Resources were transferred to separate companies 2003 Acquisition of M.V. Metallvärden, SMB and SKM 2005 The operation was divided into three divisions 2006 A preference and targeted share issuance was con- ducted with the aim of financing the venture regard- ing investments and trading in project-related carbon credits 2008 The company stated a record high profit after tax of SEK 195 million after delivery of 3.7 million CERs from its portfolio.

Business concept

Tricorona’s business concept is to invest in and trade environ- ment-related market instruments. The company’s operations include investing in and trading emission reductions (CERs and VERs), brokerage of electricity and electricity certificates and carbon offsetting services to companies and organisa- tions that wish to become climate-neutral.

Business Segments Emissions Trading

Emissions Trading has signed and continues to sign contracts with the owners of CDM (Clean Development Mechanism) projects for their project-related CERs within the framework

• f the Kyoto Protocol. These CERs are then resold to industrial

and financial enterprises and others. Business is conducted not only from the headquarters in Stockholm but also from the branch office in Beijing and the subsidiary in Singapore. The emissions trading operation in China is run via a branch

• f the wholly owned subsidiary Carbon Asset Management

Sweden AB. The branch is situated in Beijing and had 29 employees at the end of December 2009. The subsidiaries in Russia and Germany were wound up and sold, respectively, during 2009. Carbon Offsetting Carbon Offsetting sells carbon credits in the form of CERs to the voluntary sector, which consists of companies, organisa- tions, private persons and others not subject to the EU’s emissions trading system. Brokerage The brokerage business is conducted through Svensk Kraft- mäkling (SKM). SKM is a leading broker of electricity and elec- tricity certificates in the deregulated Nordic power market. The number of employees at year-end 2009 amounted to 10.

Information on Tricorona

Information on Tricorona 13

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Other Operations Other Operations includes operations in the former Minerals business area. These operations consist of: Woxna Graphite, a graphite mine located in Hälsingland that has been moth- balled since 2001; Svenska Vanadin, which holds the mining rights to an iron and vanadium deposit in Hälsingland; Aros Mineral, which has the exploitation concession for a wollas- tonite deposit in Västmanland; and Svenska Kaolin (50.6 per- cent holding), which has the exploitation concession for a kaolin deposit in northern Skåne.

Source: The financial information has been gathered from Tricorona’s annual report 2009 and a press release from 12 February 2010.

• verview of operating Profits per Business Segments

January – March January – December

• perating Profit/Loss per business area

(non-audited financial information) (audited financial information) (SEK million) 2010 2009 2009 2008 Emissions trading 30.3 85.9 184.5 212.5 Brokerage 1.0 2.2 4.5 7.3 Other operations (0.4) (8.5) (18.8) (1.8) Total continuing operations 30.9 79.6 170.3 218.0 Discontinued operations – 0.3 0.3 (7.7) Total 30.9 79.9 170.6 210.3

Other Operations; SEK 0.8m, 0% Emissions Trading; SEK 677.7m, 97% Brokerage; SEK 20.4m, 3% Other Operations; SEK (18.8m), (–11%) Emissions Trading; SEK184.5m, 108% Brokerage; SEK 4.5m, 3% Net sales by business segment 2009 Operating profit by business segment 2009

Information on Tricorona 14

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Financial information in summary Income Statement for the Group in summary

January – March January – December (non-audited financial informa- tion) (audited financial information) (SEK million) 2010 2009 2009 2008 2007 net sales 192.0 265.4 698.9 698.3 216.8 Cost of goods sold (126.1) (158.2) (383.8) (395.8) (158.7) Other operating revenues and expenses (6.8) 3.1 (4.2) 30.2 2.9 Other external expenses (10.7) (8.5) (39.7) (31.6) (29.6) Personnel costs (17.3) (21.9) (85.1) (78.8) (26.6) Depreciation and impairment of non-current assets (0.3) (0.3) (15.8) (4.1) (47.9)

• perating expenses

(161.2) (185.8) (528.6) (480.1) (259.9) Share in profit/loss of associated companies – – – (0.2) (0.1)

• perating profit

30.9 79.6 170.3 218.0 (43.2) Net financial items 0.2 1.2 1.9 7.5 4.7 Profit after financial items 31.1 80.8 172.2 225.5 (38.5) Tax (3.0) (20.4) (23.3) (22.9) – Profit for the period from continuing operations 28.0 60.4 148.9 202.6 (38.5) Profit from discontinued operations – 0.3 0.3 (7.7) (14.9) Profit for the period 28.0 60.7 149.2 194.9 (53.4)

Balance Sheet for the Group in summary

January – March January – December (non-audited financial information) (audited financial information) (SEK million) 2010 2009 2009 2008 2007 Intangible assets 20.8 20.9 20.7 20.9 21.3 Property, plant and equipment 12.8 12.2 12.9 12.2 15.0 Deferred tax asset 10.9 – 4.1 9.5 2.8 Blocked bank deposits 47.2 11.3 50.2 11.3 10.0 Interest in associated company – 4.0 – 4.0 2.9 Accrued income 4.9 23.3 3.9 7.1 4.2 Total non-current assets 96.7 71.7 91.8 65.0 56.2 Inventories 101.1 52.8 96.5 46.7 17.5 Current receivables 84.8 65.3 286.7 137.9 55.1 Blocked bank deposits – 145.8 50.3 220.8 18.3 Cash and cash equivalents 401.5 424.3 253.2 293.7 165.8 Total current assets 587.4 688.2 686.7 699.1 256.7 Disposal group for sale – – – 1.2 59.1 Total Assets 684.1 759.9 778.5 765.3 372.0 Equity 556.9 591.5 553.0 515.2 318.0 Other non-current liabilities 39.4 18.2 33.3 12.4 22.4 Total non-current liabilities 39.4 18.2 33.3 12.4 22.4 Short-term convertible debentures – 13.4 – 13.4 – Other current liabilities 87.8 136.8 192.2 224.3 28.8 Total current liabilities 87.8 150.2 192.2 237.7 28.8 Disposal group for sale – – – – 2.8 Total Equity and Liabilities 684.1 759.9 778.5 765.3 372.0

Information on Tricorona 15

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Cash Flow Statement for the Group in summary

January – March January – December (non-audited financial information) (audited financial information) (SEK million) 2010 2009 2009 2008 2007 Operating activities before change in working capital 28.3 82.1 164.0 212.8 13.6 Changes in working capital 120.3 47.3 (54.0) (129.8) 26.3 cash flow from operating activities 148.6 129.4 110.0 83.0 39.9 Cash flow from investing activities (0.3) (0.3) (7.6) (2.4) (4.2) cash flow after investments 148.3 129.1 102.4 80.6 35.7 Cash flow from financing activities – – (143.2) – (0.5) cash flow for the period from continuing operations 148.3 129.1 (40.8) 80.6 35.2 Cash flow from discontinued operations – 1.5 0.3 47.4 (16.1) Cash and cash equivalents at start of period 253.2 293.7 293.7 165.7 146.6 cash and cash equivalents at end of period 401.5 424.3 253.2 293.7 165.7

Key Financials for the Group

January – March January – December (non-audited financial information) (audited financial information) (SEK million, unless specified) 2010 2009 2009 2008 2007 Net sales 192.0 265.4 698.9 698.3 216.8 Operating profit/loss 30.9 79.6 170.3 218.0 (43.2) Profit/loss for the period 28.0 60.4 148.9 202.6 (53.4) Profit margin 14.6% 22.8% 21.3% 27.9% Neg. Balance sheet total 684.1 759.9 778.5 765.3 372.0 Equity 556.9 591.5 553.0 515.2 318.0 Equity/assets ratio 81% 78% 71% 67% 85% Debt/equity ratio 0.0% 1.8% 0.0% 1.7% 3.6% Earnings/loss per share 0.20 0.42 1.04 1.41 (0.27) Investing activities (0.3) (0.3) (12.3) (2.4) (4.2) Number of shares at end of period (thousands) 141,242 143,403 141,242 143,403 143,403 Average number of shares during the period (thou- sands) 141,242 143,403 143,111 143,403 141,359 Share price, closing price for the period (SEK) 7.25 6.60 5.75 7.25 11.00 Number of employees at the end of period 69 70 69 72 53

Definitions

Equity/assets ratio Equity as a percentage of the balance sheet total (total assets). Profit margin Profit after tax as a percentage of operating revenues. Debt/equity ratio Interest-bearing liabilities as a percentage of the balance sheet total. Earnings per share Net profit for the year in relation to the number of shares. Earnings per share on full conversion Net profit for the year in relation to the average number of shares on full conversion.

Information on Tricorona 16

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Share capital and ownership Structure General

Tricorona’s share is listed on NASDAQ OMX Stockholm Nordic Small Cap list under the ticker symbol “TRIC”. The share was initially listed in June 1989 under the name Wermlands Guld-

• brytning. In 1996 the name was changed to Tricorona

Mineral, and since 2003 the company has been called simply Tricorona. Share Capital The number of shares outstanding in Tricorona according to information from the Swedish Companies Registration Office and Tricorona as of 1 June 2010, was 146,742,098 (of which 5,500,000 are held by Tricorona) with a nominal value of SEK 0.1 per share. Tricorona has only one class of shares. Each share entitles the holder to one vote at general meetings and all shares provide equal rights to participation in the Compa- ny’s assets and profits. Development of share capital(1)

Year Transaction change in number of shares Total number of shares Share capital Quotient Value 1988 Founding of company 1,200,000 1,200,000 1,200,000 1 1989 New share issue 1,200,000 2,400,000 2,400,000 1 1994 New share issue 2,400,000 4,800,000 4,800,000 1 1995 New share issue 600,000 5,400,000 5,400,000 1 1996 New share issue 5,400,000 10,800,000 10,800,000 1 1999 New share issue 21,600,000 32,400,000 32,400,000 1 2000 New share issue 32,400,000 64,800,000 64,800,000 1 2001 Impairment/reverse split/reduction –58,320,000 6,480,000 6,480,000 1 2001 New share issue 2,844,344 9,324,344 9,324,344 1 2002 New share issue 8,000,000 17,324,344 1,732,434 0.1 2003 New share issue 9,275,656 26,600,000 2,660,000 0.1 2004 New share issue 100,000 26,700,000 2,670,000 0.1 2004 Conversion 468 26,700,468 2,670,047 0.1 2005 New share issue 34,803,071 61,503,539 6,150,354 0.1 2005 Conversion 326,962 61,830,501 6,183,050 0.1 2006 New share issue 71,808,782 133,639,283 13,363,928 0.1 2006 Conversion 2,258,588 135,897,871 13,589,787 0.1 2006 Warrants 1,978,974 137,876,845 13,787,685 0.1 2007 New share issues 2,086,074 139,962,919 13,996,292 0.1 2007 Conversion 3,440,124 143,403,043 14,340,304 0.1 2009 Conversion 3,339,055 146,742,098 14,674,210 0.1

(1) The information has been gathered from Tricorona’s annual report 2009.

Information on Tricorona 17

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Shareholders The number of shareholders was 9,485 as of 31 March 2010 according to information from SIS Ägarservice. The largest shareholders according to information from SIS Ägarservice as of 31 March 2010 are shown in the table below. (1)

Shareholders number of shares Percentage votes Volati Ltd 20,786,128 14.7% Fjärde AP-fonden 11,046,900 7.8% Stena-koncernen 8,347,782 5.9% Swedbank Robur fonder 7,887,130 5.6% Danica Pension Fondförsäkrings AB 4,366,107 3.1% Avanza Pension Försäkring AB 4,035,428 2.9% Nordnet Pensionsförsäkring AB 2,720,321 1.9% Zweigbergk Niels von bolag 2,500,000 1.8% Other shareholders 79,552,302 56.3% Total number of outstanding shares 141,242,098 100.0% Treasury shares 5,500,000 Total number of shares 146,742,098 Number of shareholders: 9,485

Share Price Performance Tricorona was incorporated in 1988 and has been listed on the Stockholm Stock Exchange since 1989, and is currently listed on NASDAQ OMX Stockholm. The chart below illus- trates the performance and turnover of the Tricorona share

• ver the past 12 months (18 May 2009 – 14 May 2010), com-

pared with the OMXS index for the same period. Shareholder Agreements, etc. No shareholder agreements or similar agreements exist between shareholders of Tricorona, for the purpose of obtain- ing joint influence of Tricorona, as far as the Board of Directors

• f Tricorona is aware.

Authorised Board Decisions The 2010 Annual General Meeting of Tricorona authorised the Board of Directors to make decisions (i) on the acquisition

• f the company’s own shares, (ii) to decide to transfer own

shares, and (iii) on new share issues and issues of warrants and convertibles, upon certain conditions as set out in the AGM resolutions (Swedish) and the notice to AGM (English) (see http://www.tricorona.se/files/protokoll_2010.pdf for the resolutions in Swedish and http://www.tricorona.se/15/172/ for the English notice to AGM). Incentive Programmes(2) Variable remuneration The Board of Directors decided that the company allocate profits to a profit-sharing plan for employees and senior exec-

• utives. The allocation varies between the company’s main

business areas. Profit shares for employees and senior execu- tives have been set aside for 2009. In the Emissions Trading business area there is a profit- sharing agreement under which up to 15 percent of the busi- ness area’s profit after tax (which also includes allocated joint costs) can be distributed as profit sharing to be divided among the employees of the business area. In calculating the profit to be distributed as remuneration, a model is used to relate the profit margin to the prevailing CER price. There are also profit-sharing agreements in the Brokerage and Carbon Offsetting business areas, whereby 30–35 percent of the

• perating profit of each business area, after allocation of joint

costs, is divided among the business area’s employees. Within the framework of the total available provision for the profit-sharing plan, there is also an agreement for the President and senior executives concerning variable remuner- ation based on the total earnings of the Group. Total variable remuneration amounts to SEK 25.9 million, of which the President and senior executives receive SEK 18.8 million, not including social security contributions.

Source: NASDAQ OMX

1,000 2,000 3,000 4,000 5,000 2 4 6 8 10 12 14 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 Volume, thousand shares Price per share Tricorona Total Volume Tricorona Closing Price OMXS (PI) Rebased (1) According to public information, Opcon AB acquired approximately 4,076,828 shares (representing approximately 2.8 per cent. of the shares and votes) in Tricorona in April 2010. (2) The information has been gathered from Tricorona’s annual report 2009.

Information on Tricorona 18

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

The variable remuneration does not count as pensionable

• income. The variable remuneration within the framework of

the overall profit-sharing plan described above may not total more than SEK 75 million for 2009 (i.e. SEK 100 million includ- ing social security contributions). In calculating variable remuneration, revenue and expenses of a non-recurring nature are excluded. Variable remuneration to an individual employee may not exceed ten times the employee’s annual salary. Share-based payment As an addition to the previous profit-sharing plan, the AGM resolved to introduce a share-based portion as a part of the variable remuneration system for senior executives and employees in the Emissions Trading business area. The Board

• f Directors proposed that the share-based portion of the

profit-sharing plan should be designed as follows: The variable remuneration payable to the President, sen-

■

ior executives and employees in the Emissions Trading business area to be paid in cash to those persons who the Board of Directors decides at its discretion should receive such remuneration. In cases where the cash variable remuneration, after

■

deduction for standard tax, amounts to 25 round lots, according to the calculation below, fifty percent must be invested in the company’s shares on the secondary mar-

• ket. The shares that are acquired as a part of the variable

remuneration system must be held for at least 3 years (lock-up requirement). The shares are locked up by being deposited in a special securities account which is pledged as security for the obligations of the individual employee under the bonus agreement. Furthermore, it is the Board of Directors’ intention to

■

incorporate in the agreement an 18-month waiting period for disposal of shares purchased by the employee under the profit-sharing plan in the event employment is termi-

• nated. However, the employee should never have to keep

the locked-up shareholding in the company for longer than 3 years from the time of investment. In order to trigger the investment obligation, the disbursed variable remuneration must amount to at least 25 round lots (1 round lot currently equals 2,000 shares) times the calcu- lated average price. The total number of shares to be acquired by the employee is determined using an average price based

• n the average market price of the company’s shares during a

period of ten trading days prior to the disbursement of the cash remuneration. If the average price is calculated to be SEK 10, the disbursed variable remuneration must amount to at least SEK 500,000 (after deduction of standard tax) in

• rder to trigger the investment obligation. An amount equiva-

lent to half of the disbursed variable remuneration, after deduction of standard tax, must be invested in shares in the company, which must be deposited in a securities account and be held for at least three years. If, at the time of the dis- bursement of the variable remuneration, individual senior executives already have a shareholding in the company corre- sponding to the number of shares which the person entitled to remuneration must purchase according to the above, the person does not have to purchase new shares. If a senior executive chooses not to purchase new shares, the senior executive must allocate from his existing shareholding the number of shares he is obligated to purchase according to the above, which must be deposited in a securities account and be held for at least three years. Dividend Policy Dividend proposals are determined by the Board of Directors in view of the nature, scope and risks of the business and the consequent requirements on equity, strengthening the bal- ance sheet, liquidity and overall financial position. A dividend of SEK 0.70 per share for financial year 2009 was approved by the Annual General Meeting on 27 April 2010.

Tricorona’s Board of Directors, Group Management and Auditors 19

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Board of Directors

Magnus Sundström (1954) Chairman of the Board Board member: Since 2009 Other assignments: President and owner in 1909 of Sigtuna Gruppen Background: 1980–1984 Ahsell AB, 1984–1988 Independent Leasing, 1988–2004 AMCO Gruppen, 2004–2009 Sigtuna Gruppen Education: MSc. Eng. in Industrial Economics, Institute of Technology in Linköping Shareholding in Tricorona: 725,000 shares roger Bergqvist (1948) Board member Board member: Since 2008 Other assignments: Senior adviser Addtech. Member of the board of BE Group, Proact IT Group AB, Stillfront AB and Stockholm Byggplåt AB Background: 1970–1973 ABB, 1973–1977 Bergman & Beving AB, 1977–1983 Beving Elektronik AB, 1983–1996 Teleinstru- ment AB, 1996–2000 Bergman & Beving Industry, 2000– Education: Market Economist Shareholding in Tricorona: 5,000 shares Anders Lidefelt (1959) Board member Board member: Since 2006 Other assignments: Partner, Consiglio Capital AB. Chairman

• f Svea Ekonomi AB

Background: 1983–1988 Handelsbanken, 1988–1990 own asset management business, 1990–2003 ABB Financial Services, 2003–2005 Vattenfall, 2005– Consiglio Capital Education: M.Sc. in Business Administration from the Stock- holm School of Economics Shareholding in Tricorona: 45,000 shares nils-Fredrik nyblæus (1951) Board member Board member: Since 2009 Other assignments: Senior adviser to Managing Director of

• SEB. Chairman of Bankgirocentralen AB and Proxima Int-

ressenter AB, Deputy Chairman of Upplysningscentralen AB, member of the boards of SEB Trygg Liv GamlaLivFörsäkrings AB, the Swedish Bankers’ Association, the Association for Generally Accepted Principles in the Securities Market, Austin Healey Club of Sweden Background: 1975–1976 Lesjöfors AB, 1976–1984 Alfa Laval Group, Sweden, the Netherlands and the USA, 1985–1987 Boliden Chemicals, 1987–1988 Independent Leasing AB, 1988–1991 Stockholm Fondkommission, 1991–2003 Swed- bank, 2004– SEB Education: MSc. Econ Shareholding in Tricorona: 10,000 shares Pär ceder (1956) Board member Board member: Since 2006 Other assignments: President and Chairman of Nordic Finance Ltd, Cyprus. Chairman of Provident Investments Lim- ited, Kiwok Nordic AB and Blackshield Private Equity AB. Member of the board of Höganäs Bjuf Middle East Limited Background: 1981–1985 Götabank Group, 1986–1987 Elec- trolux Leasing AB, 1987–1992 Montagu & Co AB/Midland Montagu Bank, 1992–1995 Banque Paribas, 1996–2001 Agro-kraft AB, 2000–2004 Federation of Swedish Farmers, 2004–2007 Ancoria Insurance Public Ltd, 2007– Nordic Finance Ltd Education: M.Sc. in Business Administration from the Stock- holm School of Economics Shareholding in Tricorona: 40,500 shares Patrik Wahlén (1969) Board member Board member: Since 2008 Other assignments: President and part-owner of Volati AB Background: 1994–1999 Kemira, 1999–2003 Cap Gemini Ernst & Young, 2003– Volati AB Education: Master of Economics, Lund University Shareholding in Tricorona: 78,000 shares Anna-Karin Eliasson celsing (1962) Board member Board member: Since 2010 Other assignments: Consultant in her own company AKC Råd

• AB. Board member of O2 Vind, SVT and The Swedish Finan-

cial Supervisory Authority Education: M.Sc. in Business Administration from the Stock- holm School of Economics Shareholding in Tricorona: 0 shares

Tricorona’s Board of Directors, Group Management and Auditors

Tricorona’s Board of Directors, Group Management and Auditors 20

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Group Management

niels von Zweigbergk (1960) President and CEO Employed since 1996 Shareholding in Tricorona: 2,500,000 shares Susanne Haefeli-Hestvik (1975) Technical Director Employed since 2007 Shareholding in Tricorona: 65,500 shares Michael Bergh (1958) President Svensk Kraftmäkling Employed since 2001 Shareholding in Tricorona: 1,320,000 shares Lars Alm (1957) Chief Financial Officer Employed since 2005 Shareholding in Tricorona: 130,000 shares Soe Moe Kway oo (1972) President CAM Singapore Employed since 2005 Shareholding in Tricorona: 182,869 shares Peter chudi (1960) Head of Business Development, Svensk Kraftmäkling Employed since 2007 Shareholding in Tricorona: 59,000 shares christer Holmgren (1968) Financial Director Employed since 2005 Shareholding in Tricorona: 365,000 shares Per Egstam (1950) President Tricorona Climate Partner Employed since 2007 Shareholding in Tricorona: 44,000 shares

Auditors

Ernst & Young AB Auditor in charge The auditors of Tricorona is, for the entire period covered by the historical financial statements, Ernst & Young AB with authorised public accountant Per Hedström (born 1964 and member of FAR) as auditor in charge.

Articles of Association of Tricorona 21

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Adopted at Annual General Meeting, 24 April 2006. §1 name The company name is Tricorona AB. The company is public (publ). §2 Domicile The company’s Board of Directors shall have its domicile in the Municipality of Stockholm. §3 The company’s operations The company shall conduct trade with raw materials, primari- ly metallurgical and energy-related, emissions credits, broker- ing futures and option contracts on the international com- modity markets, recovering and refining certain industrial minerals, as well as other activities compatible with the above. §4 Share capital The share capital shall be at least SEK 6,000,000 and at most SEK 24,000,000. §5 number of shares The number of shares shall be at least 60,000,000 and at most 240,000,000. §6 VPc registration The company’s shares shall be registered in a VPC register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479). §7 Board of Directors The Board of Directors shall comprise at least three and at most nine directors, with a maximum of five deputies. The Board shall be elected annually at the Annual General Meet- ing for the period until the end of the next Annual General Meeting. §8 Auditors The company shall select one or two auditors, with or with-

• ut deputy auditors, or a registered auditing company.

§9 notice of general meeting of shareholders Notice of ordinary general meetings, and notice of extraordi- nary general meetings where a change to the Articles of Association is on the agenda, shall be issued no earlier than six weeks and no later than four weeks before the meeting. Notice of any other extraordinary general meeting shall be issued no earlier than six weeks and no later than two weeks before the meeting. Notice of meetings shall always be given through advertisements in the newspapers Post- och Inrikes Tidningar and Svenska Dagbladet. §10 registration Shareholders wishing to participate in the general meeting must both be entered in the printout or other representation of the share register concerning the proceedings five working days before the meeting, and must notify the company no later than 16.00 hours on the date stated in the notice of the meet-

• ing. The latter date must not be a Sunday, other public holiday,

Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, nor may it be any earlier than five working days before the meeting. Assistance for shareholders is permissible at the general meeting only if the shareholder notifies this to the company in the way indicated in the previous section. §11 Annual General Meeting The company’s Annual General Meeting is held in Stockholm

• nce a year before the end of June.

The following matters shall be dealt with at the Annual Gen- eral Meeting: 1. Opening the meeting. 2. Election of chairman for the meeting. 3. Establishment and approval of register of voters. 4. Election of two persons to check and verify the minutes. 5. Determination of whether the meeting has been duly convened. 6. Approval of the agenda. 7. Presentation of the annual report and the auditors’ report. 8. Resolutions on: (a) fadoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet, (b) discharge from liability for the board members and the Managing Director, and (c) appropriation of the company’s profit or loss in accordance with the adopted balance sheet. 9. Determination of the number of directors and deputy directors to be appointed by the meeting. 10. Determination of remuneration for the Board of Direc- tors and, where appropriate, for auditors. 11. Election of Board of Directors and any deputies and, where appropriate, of auditors and any deputy auditors. 12. Any other business arising for the general meeting under the Swedish Companies Act (2005:551) or Arti- cles of Association. §12 Financial year The company’s financial year shall be the calendar year.

Articles of Association of Tricorona

Tricorona’s interim report January – March, 2010 22

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Tricorona’s interim report January – March, 2010

Tricorona’s business concept is to invest in and trade environment-related market instruments. The company’s operations include investing in and trading emission reductions (CERs and VERs), brokerage of electricity and electricity certificates and carbon offsetting services to companies and organizations that wish to become climate-neutral. The Company has been listed on the Stockholm Stock Exchange since 1989, and is currently listed on NASDAQ OMX Stockholm, on the Nordic Small Cap list. Kungsgatan 32, Box 704 26, SE–107 25 Stockholm, Sweden. Phone +46 8 506 885 00. Fax +46 8 34 60 80. www.tricorona.se

1

PRESS RELEASE 27 April 2010

Interim report January–March 2010

• Operating profit amounted to SEK 30.9 (79.6) million.
• Profit for the period amounted to SEK 28.0 (60.4) million.
• Net sales amounted to SEK 192.0 (265.4) million.
• Earnings per share SEK amounted to SEK 0.20 (0.42).
• A total of 1.3 (1.7) million CERs were delivered during the first quarter.
• The portfolio of carbon credits for delivery in the EU’s second trading period

2008–2012 amounted to 43.7 (57.3) million CERs at the end of the period.

• On 10 February, Opcon AB (publ) made a public offer to the shareholders in

Tricorona to acquire all Tricorona shares. The Board of Directors of Tricorona recommended the shareholders not to accept. Opcon received total 2.8 percent of the total number of outstanding shares. EMISSIONS TRADING

The portfolio up to and including 2012 amounted to 43.7 million CERs at the end of the period, compared with 47.9 million at 31 December 2009. A total of 1.3 million CERs were delivered during the period. The remaining decrease in the portfolio can be ascribed to an extreme drought in southwestern China and further delays in the registration process, among other factors. The drought is having a negative effect both on the current year and next year’s deliveries of CERs. Delays in the UN process of issuing CERs have also increased. The company has therefore chosen to move forward the verification of a number of projects, which also reduces deliveries in the current year. The prices of CERs have varied between EUR 10.97 and 12.41 during the first quarter. At the end

• f the period, the spot price was EUR 11.56. In april the prices of CERs have increased and per 26

April the spot price was EUR 13.87.

Tricorona’s interim report January – March, 2010 23

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Tricorona’s business concept is to invest in and trade environment-related market instruments. The company’s operations include investing in and trading emission reductions (CERs and VERs), brokerage of electricity and electricity certificates and carbon offsetting services to companies and organizations that wish to become climate-neutral. The Company has been listed on the Stockholm Stock Exchange since 1989, and is currently listed on NASDAQ OMX Stockholm, on the Nordic Small Cap list. Kungsgatan 32, Box 704 26, SE–107 25 Stockholm, Sweden. Phone +46 8 506 885 00. Fax +46 8 34 60 80. www.tricorona.se

2 The year 2010 has begun well for climate services, Tricorona Climate Partner, (TCP), with a high workload in consulting and new sales of 27,000 CERs. One consulting assignment worth special mention is that TCP signed an agreement to calculate the climate impact of the entire MTG Group, presumably one of the biggest assignments on the market.TCP also concluded a 3-year agreement with the Swedish Civil Aviation Administration for their carbon offsetting.

Carbon credits, millions Delivered 2010 Contracted 2010 Contracted 2011 Portfolio 2010–2012 Portfolio 2013–2020 Portfolio 2021– Contracted volume* 1.3 4.0 11.6 43.7 63.8 49.0

• of which operational

4.0 10.5 36.9 44.5 30.9 CDM status

• Project plan (PDD)

under development 0.1 0.8 3.8 2.9

• Under validation

2.4 12.0 22.8 19.1

• Applied for registration

0.7 3.9 9.6 5.1

• Registered

4.0 8.4 27.0 27.6 21.8 Contracted volume 4.0 11.6 43.7 63.8 49.0 Sold volume 1.3 1.6 1.3 4.5

• Net position**

2.4 10.4 39.2 63.8 49.0

*Contracted volume refers to agreements entered into for the purchase of CERs for future delivery. The specified contracted volume is not guaranteed, but rather estimated on the basis of what each individual project is expected to generate. The actual delivered volume from an individual project may deviate significantly from the contracted volume. Sold volume refers to agreements entered into for the sale of CERs for guaranteed future delivery. ** The net position may change depending on the number of verifications and the volume of issued CERs during the year.

BROKERAGE

Total sales in the brokered portion of the power market declined 15 percent compared with the first quarter of last year. SKM’s earnings have therefore declined slightly, but the company has kept its market share. Interest in guarantees of origin continues to be low since the onset of the financial crisis.

OTHER OPERATIONS

Tricorona’s other operations include those companies that were previously included in the Minerals business area. These operations are of a non-strategic nature for Tricorona.

Tricorona’s interim report January – March, 2010 24

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Tricorona’s business concept is to invest in and trade environment-related market instruments. The company’s operations include investing in and trading emission reductions (CERs and VERs), brokerage of electricity and electricity certificates and carbon offsetting services to companies and organizations that wish to become climate-neutral. The Company has been listed on the Stockholm Stock Exchange since 1989, and is currently listed on NASDAQ OMX Stockholm, on the Nordic Small Cap list. Kungsgatan 32, Box 704 26, SE–107 25 Stockholm, Sweden. Phone +46 8 506 885 00. Fax +46 8 34 60 80. www.tricorona.se

3

FINANCIAL INFORMATION

January–March 2010 Net sales amounted to SEK 192.0 (265.4) million. Operating profit for the period amounted to SEK 30.9 (79.6) million, and profit for the period to SEK 28.0 (60.4) million. Earnings per share amounted to SEK 0.20 (0.42). The profit for the period includes net costs for profit sharing totalling SEK 3.6 (9.4) million. The profit for the period is also charged with total costs of SEK 3.9 million in connection with Opcon’s offer to the company’s shareholders. Financial position The equity/assets ratio at the end of the period amounted to 81 (78) percent. Cash and cash equivalents amounted to SEK 401.5 (424.3) million and funds in blocked accounts to SEK 47.2 (157.1) million. Consolidated equity amounted to SEK 556.9 (591.5) million. Cash flow before investments for the period amounted to SEK 148.3 (129.6) million. Investments in property, plant and equipment for the period amounted to SEK 0.3 (0.3) million. At the end of the period, Tricorona did not have any interest-bearing liabilities (SEK 13.4 million). Share information The total number of outstanding shares at the end of the period was 146.7 (143.4) million. The company’s holding of its own shares at the end of the period was 5.5 (-) million shares. The share price at the end of the period was SEK 7.25 (6.60). The Board of Directors has proposed that the 2010 AGM, to be held on 27 April 2010, should approve a dividend of SEK 0.70 (0.70) per share. Parent Company Tricorona AB is the Parent Company of the Tricorona Group. Net sales for the period January- March 2010 amounted to SEK 117.6 (227.6) million. Operating profit for the period January- March 2009 amounted to SEK 5.5 (59.8) million. Capital expenditure amounted to SEK 0.1 (0.2)

• million. Cash and cash equivalents in the Parent Company amounted to SEK 310.7 (390.9) million,

and funds in blocked accounts to SEK 47.2 (157.1) million. Risks and uncertainties The Group’s significant risk and uncertainty factors include risks in the form of high exposure to individual markets. In addition to this there are also financial risks, primarily volume, price, currency and interest rate risks. Besides the risks described in Tricorona’s 2009 Annual Report on page 30, Note 38, and on page 37, there are no additional significant risks to be reported. Events after the end of the period On 13 April, Opcon announced that they were waiving the requirement of a 30 percent acceptance rate in their offer to the shareholders of Tricorona, and that they do not intend to raise their bid. On 15 April, Opcon announced that they have acquired 2.8 percent of the total number of

• utstanding shares.

Tricorona’s interim report January – March, 2010 25

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Tricorona’s business concept is to invest in and trade environment-related market instruments. The company’s operations include investing in and trading emission reductions (CERs and VERs), brokerage of electricity and electricity certificates and carbon offsetting services to companies and organizations that wish to become climate-neutral. The Company has been listed on the Stockholm Stock Exchange since 1989, and is currently listed on NASDAQ OMX Stockholm, on the Nordic Small Cap list. Kungsgatan 32, Box 704 26, SE–107 25 Stockholm, Sweden. Phone +46 8 506 885 00. Fax +46 8 34 60 80. www.tricorona.se

4 Outlook for 2010 The company is not submitting an earnings forecast for this year.

AUDIT

This report has not been subject to special examination by the company’s auditors. REPORTING DATES Annual General Meeting 27 April 2010 Interim report January-June 2010 22 July 2010 Interim report January–September 2010 28 October 2010 Stockholm, 27 April 2010 Board of Directors For further information please contact: Managing Director and CEO Niels von Zweigbergk, tel. +46 8 506 885 00, +46 708 593 500

• r

Chief Financial Officer Lars Alm, Tel. +46 8 506 885 00, +46 735 124 016.

This report contains information which Tricorona AB (publ) is obliged to disclose in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 27 April 2010 at 2:00 p.m. CET.

Tricorona’s interim report January – March, 2010 26

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Tricorona’s business concept is to invest in and trade environment-related market instruments. The company’s operations include investing in and trading emission reductions (CERs and VERs), brokerage of electricity and electricity certificates and carbon offsetting services to companies and organizations that wish to become climate-neutral. The Company has been listed on the Stockholm Stock Exchange since 1989, and is currently listed on NASDAQ OMX Stockholm, on the Nordic Small Cap list. Kungsgatan 32, Box 704 26, SE–107 25 Stockholm, Sweden. Phone +46 8 506 885 00. Fax +46 8 34 60 80. www.tricorona.se

5 INCOME STATEMENT IN SUMMARY(SEK

MILLIONS)

January-March 2010 January-March 2009 January- December 2009

Net sales 192.0 265.4 698.9 Cost of goods sold

• 126.1
• 158.2
• 383.6

Other operating revenues and expenses

• 6.8

3.1

• 4.2

Other external expenses

• 10.7
• 8.5
• 39.7

Personnel costs

• 17.3
• 21.9
• 85.1

Depreciation and impairment of non-current assets

• 0.3
• 0.3
• 15.8

Operating expenses

• 161.2
• 185.8
• 528.6

Operating profit 30.9 79.6 170.3 Net financial items 0.2 1.2 1.9 Profit after financial items 31.1 80.8 172.2 Tax

• 3.0
• 20.4
• 23.3

Profit for the period from continuing

• perations

28.0 60.4 148.9 Profit from discontinued operations

• 0.3

0.3 Profit for the period 28.0 60.7 149.2 Profit attributable to Parent Company’s shareholders Non-controlling interest 28.0

• 60.7
• 153.8
• 4.6

Earnings per share from continuing

• perations, SEK

0.20 0.42 1.04 Earnings per share from discontinued

• perations, SEK
• STATEMENTS OF COMPREHENSIVE

INCOME FOR THE PERIOD (SEK MILLIONS)

January-March 2010 January-March 2009 January- December 2009

Profit for the period 28.0 60.7 149.2 Other comprehensive income/loss Cash flow hedges

• 29.3

21.5 26.2 Translation differences

• 2.8
• 0.2
• 0.8

Income tax relating to components of other comprehensive income/loss 7.7

• 5.7
• 6.9

Other comprehensive income/loss for the period

• 24.4

15.6 18.5 Total comprehensive income/loss for the period 3.6 76.3 167.7 Total comprehensive income attributable to: Parent Company’s shareholders 3.6 76.3 172.4 Non-controlling interest

• 4.6

Tricorona’s interim report January – March, 2010 27

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Tricorona’s business concept is to invest in and trade environment-related market instruments. The company’s operations include investing in and trading emission reductions (CERs and VERs), brokerage of electricity and electricity certificates and carbon offsetting services to companies and organizations that wish to become climate-neutral. The Company has been listed on the Stockholm Stock Exchange since 1989, and is currently listed on NASDAQ OMX Stockholm, on the Nordic Small Cap list. Kungsgatan 32, Box 704 26, SE–107 25 Stockholm, Sweden. Phone +46 8 506 885 00. Fax +46 8 34 60 80. www.tricorona.se

6

.

BALANCE SHEET IN SUMMARY(SEK MILLIONS)

31 March 2010 31 March 2009 31 December 2009

Intangible assets 20.8 20.9 20.7 Property, plant and equipment 12.8 12.2 12.9 Deferred tax asset 10.9

• 4.1

Blocked bank deposits 47.2 11.3 50.2 Interest in associated company

• 4.0
• Accrued income

4.9 23.3 3.9 Total non-current assets 96.7 71.7 91.8 Inventories 101.1 52.8 96.5 Current receivables 84.8 65.3 286.7 Blocked bank deposits

• 145.8

50.3 Cash and cash equivalents 401.5 424.3 253.2 Total current assets 587.4 688.2 686.7 TOTAL ASSETS 684.1 759.9 778.5 Equity 556.9 591.5 553.0 Other non-current liabilities 39.4 18.2 33.3 Total non-current liabilities 39.4 18.2 33.3 Short-term convertible debentures

• 13.4
• Other current liabilities

87.8 136.8 192.2 Total current liabilities 87.8 150.2 192.2 TOTAL EQUITY AND LIABILITIES 684.1 759.9 778.5

CASH FLOW STATEMENT IN SUMMARY

(SEK MILLIONS)

January- March 2010 January- March 2009 January- December 2009

Operating activities before change in working capital 28.3 82.1 164.0 Changes in working capital 120.3 47.3

• 54.0

Cash flow from operating activities 148.6 129.4 110.0 Investing activities

• 0.3
• 0.3
• 7.6

Cash flow after investments 148.3 129.1 102.4 Financing activities

• 143.2

Cash flow for the period from continuing operations 148.3 129.1

• 40.8

Cash flow from operating activities 148.3 1.5

• 40.8

Cash flow from discontinued operations

• 1.5

0.3 Cash and cash equivalents at start of period 253.2 293.7 293.7 Cash and cash equivalents at end of period 401.5 424.3 253.2

Tricorona’s interim report January – March, 2010 28

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Tricorona’s business concept is to invest in and trade environment-related market instruments. The company’s operations include investing in and trading emission reductions (CERs and VERs), brokerage of electricity and electricity certificates and carbon offsetting services to companies and organizations that wish to become climate-neutral. The Company has been listed on the Stockholm Stock Exchange since 1989, and is currently listed on NASDAQ OMX Stockholm, on the Nordic Small Cap list. Kungsgatan 32, Box 704 26, SE–107 25 Stockholm, Sweden. Phone +46 8 506 885 00. Fax +46 8 34 60 80. www.tricorona.se

7 CHANGE IN EQUITY (SEK MILLIONS)

January-March 2010 January- March 2009 January- December 2009

At start of year 553.0 515.3 515.3 Other comprehensive income/loss

• 24.2

15.5 18.5 Change in non-controlling interest

• 4.6

Profit for the period 28.0 60.7 149.2 Conversion of shares 13.4 Buy-back of own shares

• 42.8

Dividend

• 100.4

Acquisition of non-controlling interest 4.4 At end of period 556.9 591.5 553.0 NET SALES PER BUSINESS AREA

(SEK MILLIONS) January-March 2010 January- March 2009 January- December 2009

Emissions Trading 196.9 259.8 677.7 Brokerage 4.9 5.4 20.4 Other Operations 0.2 0.2 0.8 Total 192.0 265.4

OPERATING PROFIT/LOSS PER BUSINESS AREA

(SEK MILLIONS)

January-March 2010 January- March 2009 January- December 2009

Emissions Trading 30.3 85.9 184.5 Brokerage 1.0 2.2 4.5 Other Operations

• 0.4
• 8.5
• 18.8

Discontinued operations

• 0.3

0.3 Total 30.9 79.9 170.5

CHANGE IN PORTFOLIO OF CARBON CREDITS

(MILLIONS OF CERS, 2008–12 PERIOD January-

March 2010

January-

March 2009 January- December 2009

Opening portfolio for the period 47.9 64.2 64.2 Signed contracts, net

• 2.9
• 5.2
• 12.3

Delivered volume

• 1.3
• 1.7
• 4.0

Closing portfolio for the period 43.7 57.3 47.9

Tricorona’s interim report January – March, 2010 29

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Tricorona’s business concept is to invest in and trade environment-related market instruments. The company’s operations include investing in and trading emission reductions (CERs and VERs), brokerage of electricity and electricity certificates and carbon offsetting services to companies and organizations that wish to become climate-neutral. The Company has been listed on the Stockholm Stock Exchange since 1989, and is currently listed on NASDAQ OMX Stockholm, on the Nordic Small Cap list. Kungsgatan 32, Box 704 26, SE–107 25 Stockholm, Sweden. Phone +46 8 506 885 00. Fax +46 8 34 60 80. www.tricorona.se

8 PARENT COMPANY INCOME STATEMENT IN SUMMARY (SEK

MILLIONS)

January-March 2010 January-March 2009 January- December 2009

Net sales 117.6 227.6 545.4 Cost of goods sold

• 103.3
• 160.5
• 389.8

Other external expenses

• 5.7
• 1.5
• 19.4

Personnel costs

• 3.0
• 5.7
• 21.3

Depreciation and impairment of non-current assets

• 0.1
• 0.1
• 0.6

Operating expenses

• 112.1
• 167.8
• 431.1

Operating profit 5.5 59.8 114.3 Net financial items

• 2.9

1.9 48.9 Profit after financial items 2.6 61.7 163.2 Tax

• 0.3
• 18.1
• 22.9

Profit for the period 2.3 43.6 140.3

BALANCE SHEET IN SUMMARY

(SEK MILLIONS)

31 March 2010 31 March 2009 31 December 2009

Property, plant and equipment 1.3 1.5 1.4 Blocked bank deposits 47.2 11.3 50.2 Interests in Group companies 41.7 49.3 41.7 Interest in associated company

• 3.7
• Accrued income

3.6 5.8 3.9 Other non-current receivables 0.4 0.3 Total non-current assets 94.2 71.6 97.5 Inventories 0.2 1.0 0.2 Blocked bank deposits

• 145.8

50.3 Receivables from Group companies 107.6 4.0 107.5 Current receivables 30.2 30.1 145.5 Cash and cash equivalents 310.7 390.9 226.1 Total current assets 448.7 571.8 529.6 TOTAL ASSETS 542.9 643.4 627.1 Equity 370.2 448.0 368.4 Short-term convertible debentures

• 13.4
• Current liabilities to Group companies

151.2 143.0 234.7 Other current liabilities 21.5 39.0 Total current liabilities 172.7 195.4 258.7 TOTAL EQUITY AND LIABILITIES 542.9 643.4 627.1

30

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Tricorona’s business concept is to invest in and trade environment-related market instruments. The company’s operations include investing in and trading emission reductions (CERs and VERs), brokerage of electricity and electricity certificates and carbon offsetting services to companies and organizations that wish to become climate-neutral. The Company has been listed on the Stockholm Stock Exchange since 1989, and is currently listed on NASDAQ OMX Stockholm, on the Nordic Small Cap list. Kungsgatan 32, Box 704 26, SE–107 25 Stockholm, Sweden. Phone +46 8 506 885 00. Fax +46 8 34 60 80. www.tricorona.se

9 KEY FIGURES AND RATIOS

1/10

• 3/10

1/09

• 3/09

1/09

• 12/09

1/08

• 12/08

1/07

• 12/07

1/06

• 12/06

Net sales, SEK million 192.0 265.4 698.9 698.3 216.8 85.7 Operating profit/loss, SEK million 30.9 79.6 170.3 218.0

• 43.2

1.7 Profit/loss for the period, SEK M 28.0 60.4 148.9 202.6

• 53.4
• 2.3

Profit margin, percent 14.6 22.8 21.3 27.9 Neg. Neg. Balance sheet total, SEK million 684.1 759.9 778.5 765.3 372.0 464.7 Equity, SEK million 556.9 591.5 553.0 515.2 318.0 357.7 Equity/assets ratio, percent 81 78 71 67 85 77 Debt/equity ratio, percent 0.0 1.8 0.0 1.7 3.6 4.7 Earnings/loss per share, SEK 0.20 0.42 1.04 1.41

• 0.27
• 0.02

Investing activities, SEK million

• 0.3
• 0.3
• 12.3
• 2.4
• 4.2

9.7 Number of shares at end of period, thousands 141,242 143,403 141,242 143,403 143,403 137,877 Average number of shares during the period, thousands 141,242 143,403 143,111 143,403 141,359 107,978 Share price, closing price for the period, SEK 7.25 6.60 5.75 7.25 11.00 4.98 Number of employees at end of period 69 70 69 72 53 47 DEFINITIONS OF KEY RATIOS

Equity/assets ratio Equity as a percentage of the balance sheet total (total assets). Debt/equity ratio Interest-bearing liabilities as a percentage of the balance sheet total. Profit margin Profit after tax as a percentage of operating revenues. Earnings per share Net profit for the year in relation to the number of shares.

ACCOUNTING PRINCIPLES

This consolidated interim report has been prepared in accordance with IAS 34 Interim Financial Reporting and the Swedish Annual Reports Act. Forward exchange contracts have been recognized as cash flow hedges, initially in the Statement of Comprehensive Income. From 1 January 2010, the company is applying the revised standards IFRS 3 and IAS 27. The Swedish Annual Reports Act applies to the Parent Company. The same accounting principles and calculation methods are applied as in the most recent annual report. Tricorona AB (publ) Box 70426 SE-107 25 Stockholm, Sweden

• Corp. ID No:

556332-0240 Phone: +46 8 506 885 00 Fax: +46 8 34 60 80 Street address: Kungsgatan 32, Stockholm, Sweden E-mail: info@tricorona.se Website: www.tricorona.se

Tricorona’s interim report January – March, 2010

Other Information 31

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Management Participation in TAV

Management have agreed to sell their shares in Tricorona to TAV at the same price as the Offer and will invest in TAV by subscribing, directly or indirectly, for approximately 14 per

• cent. of the equity upon the Offer being declared wholly
• unconditional. It is envisaged that Management (as well as
• ther employees of the business) will also participate in other

retention and performance-based incentive arrangements. As at 1 June 2010, Management’s shareholding in Tricorona amounted to:

name

• no. of shares

Percentage Niels von Zweigbergk 2,500,000 1.77 % Christer Holmgren 365,000 0.26 % Soe Moe Kyaw Oo 182,869 0.13 % Susanne Haefeli- Hestvik 65,500 0.05 % Total: 3,113,369 2.20 %

Financing

The Offer is not subject to any conditions concerning the availability of financing. Barclays Bank PLC has agreed to pro- vide TAV with the necessary funds to finance the Offer.

Due diligence

Barclays has performed a limited due diligence review of Tricorona in relation to the preparation of the Offer, including meeting with Tricorona’s management team.

irrevocable Undertakings from shareholders in Tricorona

Volati Ltd and AB Stena Metall Finans, two of the largest shareholders in Tricorona, together representing approxi- mately 20.6 per cent. of the shares and votes in Tricorona, have entered into irrevocable undertakings to accept the

• Offer. The irrevocable undertakings will lapse in the event

that a third party, prior to the Offer being declared wholly unconditional, makes an offer for all the shares in Tricorona which corresponds to an offer value exceeding SEK 8.55 per share, provided that TAV does not match such competing

• ffer within 15 business days of such third party offer.

Financial impact of the offer on Barclays

Barclays expects the transaction to be accretive to earnings within one year from completion. The acquisition is expected to have no material impact on Barclays Core Tier 1 ratio.

Other Information

Information on TAV and Barclays 32

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

TAV

TAV is a newly incorporated Swedish private limited liability company, wholly owned by Barclays, established for the pur- pose of acquiring the shares in Tricorona. TAV has never con- ducted, and at present does not conduct, any business. TAV’s corporate registration number is 556808-4288 and its regis- tered address is: c/o Linklaters Advokatbyrå AB, Box 7833, 103 98 Stockholm, Sweden. Management will become shareholders in TAV by subscrib- ing, directly or indirectly, for approximately 14 per cent. of the equity upon the Offer being declared wholly unconditional.

Barclays

Barclays is a major global financial services provider engaged in retail banking, credit cards, corporate banking, investment banking, wealth management and investment management services, with an extensive international presence in Europe, the Americas, Africa and Asia. With over 300 years of history and expertise in banking, Barclays operates in over 50 coun- tries and employs approximately 144,000 people. Barclays moves, lends, invests and protects money for over 48 million customers and clients worldwide. For further information about Barclays, visit www.barclays.com.

Barclays capital

Barclays Capital is the investment banking division of Barclays Bank PLC. With a distinctive business model, Barclays Capital provides large corporate, government and institutional clients with a full spectrum of solutions to their strategic advisory, financing and risk management needs. Barclays Capital has

• ffices around the world, employs over 23,000 people and

has the global reach, advisory services and distribution power to meet the needs of issuers and investors worldwide.

Barclays capital commodities

Barclays Capital is acknowledged as one of the leading play- ers in the major commodity asset classes, and remains at the forefront of the industry. As one of the leading providers of commodities solutions, Barclays Capital fields a global com- modities team comprising 350 trading, sales and research

• professionals. Barclays Capital offers one of the most exten-

sive product suites in the industry, including speciality prod- ucts and bespoke risk management solutions, with a breadth and depth of service unparalleled by many competitors. For further information about Barclays Capital, please visit www.barclayscapital.com.

Information on TAV and Barclays

Tax issues in Sweden 33

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

The following is a summary of certain Swedish tax conse- quences that may arise from the Offer. The summary is based on Swedish tax legislation as currently in effect and is intended only as general information for shareholders who are resident in Sweden for tax purposes, unless otherwise

• indicated. The summary does not deal comprehensively with

all tax consequences that may occur in this context. For instance, it does not cover the specific rules that, in certain cases apply to shares acquired by virtue of shares in a closely held company (Sw. fåmansföretag). Also, it does not deal with the rules that in certain cases apply in the corporate sector with respect to tax exempt capital gains on “shares held for business purposes” (Sw. näringsbetingade andelar). Nor does this description deal with the rules that apply where shares are held by a partnership or held as current assets in a business operation. Special tax consequences that are not described below may also apply for certain categories of tax- payers, including investment companies and mutual funds. Each shareholder is recommended to consult a tax advisor for information with respect to the special tax consequences that may arise from the Offer, including the applicability and effect of foreign tax legislation, provisions in tax treaties and

• ther rules which may be applicable.

General information

Shareholders who accept the Offer and sell their shares in Tricorona will generally be subject to capital gains taxation. The capital gain or capital loss is calculated as the difference between the sales proceeds, after deduction for sales expenses, and the acquisition cost for tax purposes. The acquisition cost is determined according to the “aver- age method”. This means that the acquisition cost for all shares of the same type and class are added together and determined collectively, with respect to changes to the hold-

• ing. For listed shares, such as the Tricorona shares, the acqui-

sition cost may, as an alternative, be determined as 20 per

• cent. of the net sale revenue under the “standard rule”.

individuals

A capital gain on listed shares is generally taxed as income from capital at a rate of 30 per cent. As a general rule, 70 per cent. of a capital loss is deductible against any other taxable income from capital. Capital losses

• n listed shares and listed securities that are taxed in the

same manner as shares (except for listed shares in mutual funds containing only Swedish receivables), are, however, ful- ly deductible against taxable capital gains on such assets or

• n non-listed shares in Swedish limited liability companies

and foreign legal entities. Moreover, only five sixths of capital losses on non-listed shares in Swedish limited liability companies and foreign legal entities are deductible. If capital losses pertain to both listed and non-listed shares, the losses pertaining to the listed shares are deductible prior to the losses on the non-listed

• shares. 70 per cent. of any excess amount is deductible

according to the general rule or five sixths of 70 per cent. is deductible if the capital loss relates to non-listed shares. Capi- tal losses on listed shares in mutual funds containing only Swedish receivables are fully deductible in the income from capital category.(1) If a deficit arises in the income from capital category, a reduction of the tax on income from employment and from business operations, as well as the real estate tax and the municipal real estate fee, is allowed. The tax reduction amounts to 30 per cent. of any deficit not exceeding SEK 100,000 and 21 per cent. of any remaining deficit. Deficits may not be carried forward to a later fiscal year.

Legal entities

Limited liability companies and other legal entities are nor- mally taxed on all income, including capital gains, as income from business operations at a flat rate of 26.3 per cent. For the calculation of capital gains and losses, see section “Gen- eral information”. A tax deductible capital loss on shares incurred by a corpo- rate shareholder may be offset only against taxable gains on shares or other securities that are taxed in the same manner as shares. Such capital losses may however, under certain cir- cumstances, also be offset against capital gains on such securities within the same group of companies, provided the requirements for group contributions (tax consolidation) are

• met. Capital losses on shares or other securities that are

taxed in the same manner as shares, which have not been deducted from capital gains within a certain year may be car- ried forward and be offset against such capital gains in future years without any limitation in time.

Tax issues in Sweden

(1) It could be questioned whether not the same should apply also in relation to mutual funds containing foreign receivables under the provisions in the Treaty on Functioning of the European Union on free movement of capital.

34

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

Shareholders residing outside of Sweden

Generally, shareholders who are not fiscally resident in Swe- den and do not carry on business operations from a perma- nent establishment in Sweden are not subject to Swedish taxation on a sale of shares. These shareholders may, never- theless, be subject to tax in their country of residence. However, as far as individuals are concerned, capital gains

• n the sale of shares may be subject to Swedish tax if the

individual has been resident or permanently lived in Sweden at any time during the calendar year of the sale or any of the ten preceding calendar years. This provision is, however, in many cases, limited by tax treaties for the avoidance of dou- ble taxation which Sweden has concluded with other coun- tries. There is no Swedish withholding tax on capital gains resulting from the Offer. Tax issues in Sweden

Statement from the Board of Directors of Tricorona 35

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

The description of Tricorona AB (publ) on page 12 until and including page 30 of this offer document has been reviewed by the Board of Directors of Tricorona. It is the opinion of the Board of Directors of Tricorona that this short description provides an accurate and fair – although not complete – view of the Company’s operations and

• ther circumstances relating thereto.

Stockholm, 2 June 2010 Tricorona AB (publ) The Board of Directors

Statement from the Board of Directors of Tricorona

36

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

To the Board of Directors of Tricorona AB (publ), reg no 556332-0240

Auditors report regarding summary of historical financial information

We have reviewed the summary of historical financial information for Tricorona AB (publ) on pages 14–15, which comprise of the three year period ended 31 December 2009. Responsibility of the Board of Directors and the Managing Director for the financial statements The Board of Directors and the Managing Director are responsible for the preparation and the fair presentation of the financial statements in accordance with International Financial Reporting Standards IFRS as adopted by the EU and the requirements of the Prospectus Directive implementing Regulation EC 2004/809. The Auditors’ responsibility Our responsibility is to express an opinion on the summary of historical financial information on the basis of our

• audit. We have conducted our audit in accordance with Far’s recommendation RevR 5 Review of Prospectuses.

Opinion In our opinion, the information presented in the historical financial information in summary for the three year period ended 31 December 2009, has been accurately presented. The annual reports for 2007, 2008 and 2009 have been audited by us. We have provided auditors’ opinions without qualification for the financial years 2007, 2008 and 2009. Stockholm, 1 June 2010 Ernst & Young AB Per Hedström Authorised Public Accountant

Statement from the Auditors

Statement from the Auditors

Contact details 37

PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL) PUBLIC CASH OFFER TO THE SHAREHOLDERS OF TRICORONA AB (PUBL)

TAV and Barclays

1 Churchill Place London E14 5HP England www.barclays.com Investor Relations Stephen Jones Phone: +44 (0) 20 7116 5752 Media Relations Alistair Smith Phone: +44 (0) 20 7116 6132 Barclays Capital Communications Marc Hazelton Phone: +44 (0) 20 7773 2483

Tricorona AB (publ)

Kungsgatan 32 Box 70426 SE-107 25 Stockholm Phone: +46 (0)8 506 885 00 www.tricorona.se

TAV’s and Barclays Financial Advisor Swedbank Corporate Finance

Regeringsgatan 13 SE-105 34 Stockholm Phone: +46 (0)8 585 918 00

TAV’s and Barclays Legal Advisor Linklaters Advokatbyrå AB

Regeringsgatan 67, Box 7833 SE-103 98 Stockholm Phone: +46 (0)8 665 66 00

Contact details

Intellecta Finanstryck 2010/1466