Invitation to acquire shares in Boozt AB (publ) · the customer experience and to accommodate further growth. Fulfilment is executed through the automated fulfilment centre, strategically

INFORMATION BROCHURE – THIS DOES NOT CONSTITUTE A PROSPECTUS

Invitation to acquire shares in Boozt AB (publ)

Contents

ABOUT BOOZT ................................................................................................................... 1

OVERVIEW OF THE OFFERING .................................................................................. 2

BACKGROUND OF THE OFFERING .......................................................................... 4

BOOZT’S STRENGTH AND COMPETITIVE ADVANTAGES ............................. 5

OVERVIEW OF FINANCIAL INFORMATION ........................................................... 6

RISK FACTORS AND DEFINITIONS ........................................................................... 9

SUMMARY OF THE OFFERING

Price range .................................................................................. SEK 54–63 per share

Application period for the general public ................................ 18–29 May, 2017

Announcement of offering price ......................................................... 31 May, 2017

First day of trading in Boozt´s shares ................................................ 31 May, 2017

Settlement date .......................................................................................... 2 June, 2017

OTHER INFORMATION

Ticker .......................................................................................................................... BOOZT

ISIN code ....................................................................................................SE000988738

IMPORTANT NOTICEThis information brochure (the “Information Brochure”) does not constitute a prospectus under Directive 2003/71/EC, as amended (the “Directive”). The prospectus, which has been approved and registered by the Swedish Financial Supervisory Authority on 17 May 2017 (the “Prospectus”), contains detailed information about Boozt AB (publ) and risks associated with an investment in shares in Boozt AB (publ) (the “Offering”). For full terms and conditions as well as further information, please refer to the Prospectus, which is available at, inter alia, Boozt’s website (www.booztab.com) as well as at Danske Bank’s website (www.danskebank.se). This Information Brochure is not intended to replace the Prospectus as basis for any decision to subscribe for shares in Boozt AB (publ), nor does it constitute a recommendation to subscribe for shares in Boozt AB (publ). Investors willing or contemplating to invest in shares in Boozt AB (publ) are encouraged to read the Prospectus in full. In the event of any inconsistency between this Information Brochure and the Prospectus, the Prospectus shall prevail. This Information Brochure is to be used for information purposes only. This Information Brochure and the Offering are governed by Swedish law. The courts of Sweden have exclusive jurisdiction to settle any conflict or dispute arising out of or in connection with this Information Brochure or the Offering.

The Offering, as per terms set out in the Prospectus, is not directed to the general public in any jurisdiction other than Sweden and Denmark. Nor is the Offering directed to such persons whose participation would require additional offering circulars, registrations or measures other than those prescribed by Swedish law. No measures have been or will be taken in any jurisdiction other than Sweden and Denmark that would allow any offer of the shares to the public, or allow holding and distribution of the Prospectus or any other documents pertaining to Boozt AB (publ) or the shares in such jurisdiction. Applications to acquire shares that violate such rules may be deemed invalid. Persons into whose possession the Information Brochure comes are required by Boozt AB (publ) to inform themselves about and to observe such restrictions.

The shares comprised by the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States. All offers and sales of shares outside the United States will be made in compliance with Regulation S under the Securities Act (“Regulation S”).

THIS INFORMATION BROCHURE MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. NO INFORMATION IN THIS INFORMATION BROCHURE CONSTITUTES AN OFFER TO ACQUIRE OR A SOLICITATION TO SELL SECURITIES, AS REFERRED TO HEREIN, IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE IN CONFLICT WITH THE LEGISLATION OR ANY OTHER REGULATION.

In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this Information Brochure is only addressed to and is only directed to investors in that Member States who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive, i.e., only to investors who can participate in the Offering without an approved prospectus in such EEA Member State.

This Information Brochure is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this Information Brochure or any of its contents.

This Information Brochure contains certain financial measures that are not defined under International Financial Reporting Standards (“IFRS”), including certain measures such as “adjusted EBIT,” “adjusted EBIT margin,” “adjusted EBITDA,” and “adjusted EBITDA margin,” which are referred to as “non-IFRS financial measures”. These non-IFRS financial measures supplement the IFRS financial measures and should not be considered an alternative to the IFRS financial measures. Non-IFRS financial measures have certain limitations as analytical tools and they should not be considered in isolation or as substitutes for analysis of results reported under IFRS.

Matters discussed in this Information Brochure may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believes”, “aims”, “deems”, “targets”, “estimates”, “anticipates”, “expects”, “assumes”, “forecasts”, “intends”, “could”, “will”, “should”, “would”, “according to estimates”, “is of the opinion”, “may”, “plans”, “continue”, “potential”, “predicts”, “projects”, “to the knowledge of” and similar expressions. This applies in particular to statements referring to future results, financial position, cash flow, plans and expectations for the Company’s business and management, future growth and profitability and general economic and regulatory environment and other circumstances which affect the Company. Forward-looking statements are based upon various estimates and assumptions, many of which are based, in turn, upon further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or in applicable legislation, regulations or rules (including, but not limited to, accounting policies, accounting treatments and tax policies), which, individually or in the aggregate, would be material to the results of operations of the Company or its ability to operate its businesses. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied by such forward-looking statements.

Potential investors should not place undue reliance on the forward-looking statements herein and are strongly advised to read the detailed description of factors that have an effect on the Company’s business and the market in which the Company operates, which will be included in the prospectus.

The information, opinions and forward-looking statements contained in this Information Brochure speak only as at its date, and are subject to change without notice.

1INVITATION TO ACQUIRE SHARES IN BOOZT AB (PUBL)

About Boozt Boozt is a leading1, fast-growing and profitable Nordic technology company selling fashion online. The

Company offers its customers a curated and contemporary selection of fashion brands, relevant to a variety

of lifestyles, mainly through its multi-brand web store Boozt.com. The Company’s web stores attract more

than five million sessions per month2 as a result of a convenient shopping experience with high service levels

(including consistent user experiences across both mobile devices and desktop), quick deliveries and easy

returns. Boozt targets Nordic fashion followers, primarily consumers aged 25–54 that value convenience in

their customer experience and which tend to generate a high average order value (“AOV”).

The Company operates a tailor-made, integrated technology platform that enables the Company to manage

the customer experience and to accommodate further growth. Fulfilment is executed through the automated

fulfilment centre, strategically located in Ängelholm, with a total area of 43,500 m2 (77,000 m2 at maximum

build-out), 130 picking robots and a current capacity exceeding 450,000 stock keeping unit locations, that

enable next-day delivery to many Nordic areas.

Boozt has a strong track-record of growth, mainly driven by the fast evolution of Boozt.com, which grew net

revenue by a CAGR of 69 per cent between 2014 and 2016, with gradually improving profitability. Boozt’s strong

online market position and its competitive customer offering have enabled Boozt to attract new customers

and increase the number of orders from returning customers. The Company, which is headquartered in

Malmö, has run current operations since 2011 and had 193 employees from more than 25 countries as of

31 December 2016.

Financial highlights

Adjusted EBITDA3

Adjusted EBITDA margin4

Adjusted EBIT5

Adjusted EBIT margin6

Active customers (thousand)7

Average orders per active customer8

1 Company calculations based on online sales in 2016 from Euromonitor International (a statistics database) which have been controlled with publicly available information, such as company reports from Boozt’s competitors.

2 Source: Company information; monthly average based on Company data for 2016.3 Profit/loss before interest, tax, depreciation, amortisation, share-based payments related to employees, warehouse moving costs and

IPO-related costs.4 Adjusted EBITDA divided by net revenue, expressed as a percentage.5 Profit/loss before interest, tax, share-based payments related to employees, warehouse moving costs and IPO-related costs. 6 Adjusted EBIT divided by net revenue, expressed as a percentage.7 Customers that have made a purchase in the preceding 12-month period. 8 Average number of orders placed by each active customer in the preceding 12-month period.

SEK million 2014 2015 2016 Q1 2016 Q1 2017

Group

Net revenue 521.2 817.2 1,396.4 259.7 421.1

Net revenue growth 56.8% 70.9% 62.1%

(57.8) 4.5 42.0 (12.9) 0.5

(11.1%) 0.6% 3.0% (5.0%) 0.1%

(68.3) (0.8) 29.5 (15.1) (2.5)

(13.1%) (0.1%) 2.1% (5.8%) (0.6%)

Boozt.com segment

Net revenue 456.6 748.3 1,303.0 235.5 397.4

Net revenue growth 68.8% 74.1% 68.8%

AOV, SEK 644 732 777 727 788

Number of orders (thousand) 766 1,097 1,764 354 510

423 569 820 636 862

1.81 1.93 2.15 1.96 2.23

Introduction to Boozt

2 INFORMATION BROCHURE

Overview of the offering

The OfferingThe Offering comprises between 24,013,681 and 24,991,348 shares,

of which 6,349,000–7,407,000 new shares will be issued by the

Company. The Selling Shareholders (Sunstone Technology Ventures

Fund II K/S, Verdane Capital VII K/S, ECCO Holding A/S, Sampension

KP Livsforsikring A/S and the board member Kent Stevens Larsen) has

reserved the right to increase the Offering by maximum 3.5 per cent

of the total number of shares in Boozt. Assuming that the Offering is

increased in full and that the Over-allotment Option is exercised in

full, the total number of shares comprised by the Offering represents

approximately 53.1–54.3 per cent of the total number of outstanding

shares in Boozt upon completion of the Offering.

Subscription priceThe final price in the Offering is expected to be set within the price

range of SEK 54–63 per share resulting in a market value of all shares

issued by Boozt of approximately SEK 3,088–3,544 million. The final

price in the Offering to the public in Sweden will not exceed SEK 63

per share and is expected to be made public on or about 31 May 2017.

Application for Swedish residents Private individuals who are customers of Danske Bank with a

securities account, or persons that are not customers of Danske Bank

but customers of another Swedish bank, can apply for an acquisition

of shares via Danske Bank’s website and be allocated shares for a

value corresponding to a maximum of SEK 130,000.

Applications may also be made using the special application form

available on Danske Bank’s website (www.danskebank.se). Private

individuals with a depository account with Danske Bank, who are

connected to internet banking services, can apply for acquisition of

shares via Danske Bank’s website. Corporate clients are not eligible to

apply for acquisition of shares via internet bank services. Customers of

Danske Bank Private Banking may choose to apply by telephone with

an Asset Manager or a private banker at Danske Bank. Applications

by phone are subject to the same terms as applications through the

special application form.

Persons who are not customers of Danske Bank can hand in their

application to their Asset Manager at their preferred bank. Investors

are thereby encouraged to contact tier respectively Asset Managers

to control the procedure of application. The minimum subscription per

investor is 200 shares. The maximum subscription per investor in the

Swedish Retail Offering is 20,000 shares. Application is made in even

steps of 100 shares.

Application for Danish residents Private individuals in Denmark with depository account with

Danske Bank can contact their Asset Manager to obtain information

regarding application of acquisitions of shares and private individuals

with a depository account with Danske Bank who are connected

to the internet bank can apply for acquisition of shares via Danske

Netbank. Private Banking customers must contact their Asset

Manager or Private Banker to obtain information about the procedure

of applying for acquisition of shares. The minimum subscription per

investor is 200 shares. The maximum subscription per investor in the

Danish Retail Offering is 20,000 shares. Application is made in even

steps of 100 shares.

Application periodThe application period starts on the 18 May 2017 and closes on the

29 May 2019 at 15:00 CET.

Decision on the allotment of shares is made by the Board and

the Selling Shareholders, in consultation with the Joint Global

Coordinators, whereby the goal will be to achieve a strong institutional

ownership base and a broad distribution of the shares among the

general public, in order to facilitate regular and liquid trading in

Boozt’s shares on Nasdaq Stockholm. The allotment does not depend

on when the application is submitted during the application period.

Only one application per person will be considered. Information on

the allotment is also expected to be provided from 09:00 CET on

31 May 2017 for applications received by Danske Bank via telephone

+46 (0)752 48 18 45. To receive information regarding allotment, the

following information must be provided: name; personal civic number/

corporate registration number; securities account, service account,

investment savings account or depository account number with the

bank or other securities institution.

For depository account customers of Danske Bank, Danske Bank will

withdraw the payment from the bank account securities depository

account or investment savings account with Danske Bank that has

been stated in the application on the settlement date of 2 June 2017.

For this reason, customers of Danske Bank must have liquid funds

corresponding to at least the allotted amount (allotted number of

shares multiplied by the price of the Offer) available on the settlement

date of 2 June 2017 as of 8:00 CET. For investment savings accounts

at Danske Bank, the following applies: in the event that the application

results in allotment of shares, Danske Bank will, using the liquid funds

that are held available on the connected account, purchase the

corresponding number of shares in the Offering and then sell them on

to the customer at the Offering price.

Terms for fulfilment of the Offering The Offering is conditional upon Boozt, the Selling Shareholders, and

the Joint Bookrunners entering into the Placing Agreement, which is

expected to occur around 30 May 2017. For more information on terms

and conditions for the implementation of the Offering and the Placing

Agreement, see the Prospectus available on Danske Bank’s website

(www.danskebank.se), and Boozt’s website (www.booztab.com).

Overview and background

3INVITATION TO ACQUIRE SHARES IN BOOZT AB (PUBL)

Preliminary timetable

Publication of the prospectus ................................................................................................................ 17 May 2017

Application period for the general public in Sweden and Denmark .................................. 18–29 May 2017

Bookbuilding for institutional investors ...................................................................................... 18–30 May 2017

Announcement of the final price in the Offering .............................................................................. 31 May 2017

First day of trading of Boozt’s shares .................................................................................................. 31 May 2017

Settlement day .......................................................................................................................................... 2 June 2017

Overview and background

4 INFORMATION BROCHURE

Boozt was founded in 2007 to conduct outsourced, online, mono-

brand operations for fashion brands. The current management team

joined Boozt in 2010–2011 to assist the Company in the 2011 relaunch,

when Boozt.com was launched. In the following years, significant

investments were made to support growth and increase the number

of customers.

The board of directors and the management of Boozt, together

with the main shareholders (Sunstone, Verdane, ECCO, Friheden

Invest and Sampension), believe that now is an appropriate time to

broaden the shareholder base and to apply for a listing of the shares

on Nasdaq Stockholm. The Offering and the listing is expected to

support future growth, provide the Company with improved access

to capital markets and establish a diversified base of new Swedish

and international shareholders. Boozt also expects that the listing on

Nasdaq Stockholm will promote broader awareness among customers

and suppliers.

Background to the Offering

Overview and background

“A listing will be an important milestone for us as we get our long-

term ownership structure in place, so that we can continue our mission

towards becoming the leading player in Nordic online fashion with an

outstanding customer experience.”

Hermann Haraldsson, CEO of Boozt

“With a strategy for continued profitable growth, we are excited to

broaden the ownership base and offer the opportunity for an enlarged

group of shareholders to follow us into the exciting future of the

Company.”

Henrik Theilbjørn, Chairman of the Board of Boozt

5INVITATION TO ACQUIRE SHARES IN BOOZT AB (PUBL)

Boozt’s strengths and competitive advantages

• Large Nordic apparel market with strong online momentum

• Attractive position in a market where scale matters

• Large and growing loyal Nordic customer base

• Well-invested, data-driven operating platform

• Financial profile combining growth and profitability

• Executive management team with proven track-record

Large Nordic apparel market with strong online momentumThe Nordic apparel market is characterised by one of the highest

fashion spending per capita in Europe, making it a large consumer

category with a value of around SEK 242 billion in 2016 according

to Euromonitor International. The overall Nordic apparel market has

shown a stable development in 2014–2016 and the online market

grew at a CAGR of 11 per cent in the same period. As a result, online

penetration has increased rapidly from four per cent in 2006 to

approximately 13 per cent in 2016.9 The Company expects that the

online channel will continue to grow, which indicates an appealing

growth potential for online-based players such as Boozt.

Attractive position in a market where scale mattersBoozt has a leading position in the Nordic online apparel market and

is distinguished by various characteristics that put the Company in a

strong position to take advantage of a significant market opportunity

for online apparel retail. Boozt’s distinct market position is based on a

curated fashion selection geared towards Nordic tastes and a focus

on mid-market and premium brands, as evidenced by a high AOV.

According to Euromonitor International, Boozt was the fastest growing

company among the five largest players in the Nordic online apparel

market between 2014 and 2016 in terms of estimated online sales.

Large and growing loyal Nordic customer baseBoozt has established a leading online destination for Nordic fashion.

Approximately half of the visits in the period 2014 to 2016 were

generated by organic traffic, such as direct type-ins (including the

ad-word “Boozt”) or SEO10, despite a large number of new customers

being acquired in the period. Boozt believes that the strong awareness

is a testament to its “top-of-mind” position when it comes to a curated

Nordic online fashion experience, growing relevance of the Boozt

brand and a high customer satisfaction (Boozt.com has an NPS

(Net promoter score) of 6511 and a Trustpilot score of 9.012).

9 Source: Euromonitor International, Apparel and Footwear 2017 edition.10 Defined as search engine optimisation.11 Source: Trustpilot and Company information; fourth quarter 2016.12 Source: Trustpilot, as of May 2017.

Well-invested, data-driven operating platformBoozt operates a purpose-built infrastructure that enables control over

the customer experience. The Company strives to use technology

as a tool to create a better fashion experience and more efficient

operations. This approach (internally referred to as the “Halo”) is

central to the Company’s organisational activities, which are built on

the Company’s integrated technology platform (the “Solar System”).

Key business functions (including for example buying, merchandising,

marketing, customer service, IT and finance) for all geographical areas

are provided in-house on a centralised basis. As a result, a large number

of Boozt’s personnel operate out of the Company’s headquarters,

which Boozt considers to be a cost effective organisational structure.

Financial profile combining growth and profitabilityBoozt has been successful in converting traffic to the Company’s

web stores to customer orders, which resulted in over 820,000

active customers and over 1.8 million orders on Boozt.com in 2016.

Orders from returning customers on Boozt.com have been the

primary driver of overall growth in the number of orders. Cohort

analysis also indicates high customer engagement, as value by

vintage has increased over time, driven by a healthy survivor rate

of new customers. The Company’s growing customer base and net

revenue have enabled significant investments in marketing, fulfilment,

technology and in the organisation. Boozt was profitable in 2016,

having achieved an adjusted EBIT margin of 2.1 per cent. The adjusted

EBIT margin expansion has primarily been driven by an increasing

share of returning customers, attractive unit economics and scale, but

was partly offset by deliberate marketing investments.

Executive management team with proven track-record since relaunchBoozt’s strong track-record has been achieved through its highly

dedicated management team that possess complementary skill-sets

and long experience in the fashion, media and tech sectors. The

management team, led by CEO Hermann Haraldsson, has been with

the Company since the 2011 relaunch. The management team has

been instrumental in growing the business organically from less than

SEK 10 million in transactional net revenue from continuous operations

during the third quarter 2011, when a large customer contract expired,

to over SEK 500 million in transactional net revenue during the

fourth quarter of 2016. Boozt has also developed a strong mid-level

management team in charge of various business functions such as

buying and merchandising. The management team has created an

entrepreneurial and results-oriented culture based on freedom, trust

and responsibility.

Boozt at a glance

6 INFORMATION BROCHURE

Overview of financial information

Selected consolidated income statement data

For the 3-month period ended Mar 31

(unaudited)

For the fiscal year ended Dec 31

(audited)

SEK million 2017 2016 2016 2015 2014

Net revenue 421.1 259.7 1,396.4 817.2 521.2

Other operating income – – 4.3 0.0 0.4

Total operating income 421.1 259.7 1,400.7 817.2 521.6

Cost of goods for resale -234.1 -146.5 -766.5 -419.3 -248.6

External fulfilment and distribution costs -86.4 -46.4 -224.2 -139.1 -98.9

External marketing costs -63.5 -44.0 -205.7 -123.7 -130.8

Other external costs -26.3 -12.9 -73.6 -53.7 -39.6

Personnel costs -31.4 -24.2 -97.2 -82.5 -62.2

Depreciations -3.0 -2.2 -12.4 -5.3 -10.5

Other operating expenses -2.6 -0.6 - -1.3 -0.7

Total operating income -447.3 -276.8 -1,379.7 -824.9 -591.3

OPERATING PROFIT/LOSS (EBIT) -26.1 -17.1 21.0 -7.7 -69.7

Financial income 3.2 – – – 0.0

Financial expenses -0.4 -0.1 -0.5 -5.5 -3.2

Net interest income/expense 2.8 -0.1 -0.5 -5.5 -3.2

EARNINGS BEFORE TAX -23.2 -17.2 20.5 -13.2 -72.9

Income tax 5.4 – -7.7 0.8 43.7

EARNINGS FOR THE PERIOD -17.9 -17.2 12.9 -12.4 -29.2

Result per ordinary share (SEK) -4.61 -4.96 3.49 -3.91 10.82

Result per ordinary share after dilution (SEK)

-4.61 -4.96 3.49 -3.91 10.82

Number of ordinary shares 3,891,295 3,467,254 3,684,537 3,180,986 2,698,980

Number of ordinary shares after full dilution

3,891,295 3,467,254 3,684,537 3,180,986 2,698,980

Financial overview

7INVITATION TO ACQUIRE SHARES IN BOOZT AB (PUBL)

Selected consolidated balance sheet data

As of March 31 (unaudited)

As of December 31 (audited)

SEK million 2017 2016 2016 2015 2014

Assets

Non-current assets

Intangible assets

Web platform 16.0 8.5 15.0 8.4 9.6

Tangible assets

Equipment 18.8 19.7 17.6 2.5 1.2

Other non-current assets

Deposits 10.0 8.9 9.8 10.2 5.4

Deferred tax asset 42.2 44.5 36.8 44.5 43.7

Total non-current assets 87.1 81.6 79.2 65.6 59.8

Current assets

Goods inventory 497.1 299.0 388.8 239.9 119.0

Accounts receivable 10.1 6.4 19.6 4.1 1.0

Other receivables 9.1 24.9 49.7 26.2 12.7

Current tax assets 9.3 0.4 0.4 0.5 0.1

Pre-paid expenses and accrued income 46.7 34.7 39.7 9.3 10.2

Derivatives 3.2 – – – –

Cash and cash equivalents 118.1 22.8 221.8 99.9 18.1

Total current assets 693.6 388.0 720.1 379.8 161.0

TOTAL ASSETS 780.6 469.6 799.3 445.4 220.9

Equities and liabilities 780.6 469.6

Equity

Share capital 3.9 3.5 3.9 3.5 2.8

Other capital contributions 689.2 549.2 689.2 549.2 372.5

Retained earnings including profit for the period

-343.7 -355.8 -325.8 -338.6 -326.2

Equity attributable to parent company shareholders

349.4 196.9 367.3 214.1 49.1

Total equity 349.4 196.9 367.3 214.1 49.1

Non-current liabilities

Convertible loan – – – – 0.3

Interest bearing liabilities – non-current 6.9 1.0 8.6 – 16.2

Bank overdraft – – – – 8.2

Other liabilities 18.4 10.3 16.3 8.3 1.4

Total non-current liabilities 25.2 11.3 24.9 8.3 26.1

Current liabilities

Interest bearing liabilities 5.1 – 3.4 1.2 4.6

Accounts payable 251.8 156.3 268.8 115.3 60.9

Current tax liabilities – 0.0 – 0.0 0.0

Other liabilities 45.2 22.3 34.6 29.0 20.9

Accrued expenses and prepaid income 103.9 82.8 100.2 77.5 59.3

Total current liabilities 406.0 261.4 407.1 223.0 145.6

Total liabilities 431.3 272.7 432.0 231.3 171.7

TOTAL EQUITY AND LIABILITIES 780.6 469.6 799.3 445.4 220.9

Financial overview

8 INFORMATION BROCHURE

Selected consolidated cash flow statement data

For the 3-month period ended Mar 31

(unaudited)

For the fiscal year ended Dec 31

(audited)

SEK million 2017 2016 2016 2015 2014

Operating activities

Operating profit -26.1 -17.1 21.0 -7.7 -69.7

Adjustments for items not included in cash flow:

Non-cash expenses from share based payments

2.1 2.0 20.1 6.9 1.4

Depreciations 3.0 2.2 12.4 5.3 10.5

Other items not included in cash flow -0.1 0.0 -0.1 0.1 0.1

Interest received – – – – 0.0

Interest paid -0.4 -0.1 -0.5 -5.5 -3.2

Paid income tax -8.9 0.1 0.1 -0.5 0.3

Cash flow before changes in adjusted working capital

-30.4 -12.9 53.1 -1.4 -60.6

Cash flow from changes in adjusted working capital

Changes in goods inventory -108.3 -59.1 -148.9 -120.8 -55.9

Changes in current assets 43.2 -26.4 -45.3 -15.6 -4.4

Changes in current liabilities -2.8 39.6 181.8 80.8 42.0

Cash flow from operating activities -98.3 -58.9 40.7 -57.0 -78.9

Investments

Acquisition of subsidiaries, net liquidity effect

– – – – 0.7

Acquisition of fixed assets -2.9 -18.4 -23.6 -2.2 -0.4

Acquisition of financial assets -0.3 1.2 0.4 -4.8 -1.8

Acquisition of intangible assets -2.2 -1.0 -10.5 -3.4 -3.6

Cash flow from investments -5.4 -18.1 -33.7 -10.4 -5.2

Financing

Share capital increases – – 104.0 177.4 46.0

New loans – 1.0 12.0 5.0 14.0

Loan repayments – -1.2 -1.2 -24.9 -1.2

Used overdraft facility – – – -8.2 8.2

Cash flow from financing – -0.2 114.8 149.2 67.1

Cash flow from the period -103.7 -77.1 121.8 81.8 -17.0

Currency exchange gains/losses in cash and cash equivalents

0.0 0.0 0.1 – –

Cash and cash equivalents at beginning of period

221.8 99.9 99.9 18.1 35.1

Cash and cash equivalents at end of period

118.1 22.8 221.8 99.9 18.1

“Boozt’s growing

customer base and

net revenue have

enabled significant

investments in

marketing, fulfil-

ment, technology

and in the organi-

sation”

Financial overview

9INVITATION TO ACQUIRE SHARES IN BOOZT AB (PUBL)

Risks related to Boozt• Boozt is dependent on the Nordic apparel market

and the shift from offline to online shopping

• The Nordic online apparel market is fragmented and highly competitive

• Boozt may incur significant operating losses

• Boozt may not be able to manage its growth effectively

• The demand for Boozt’s products is dependent on general economic conditions and is primarily affected by developments in online retail

• Boozt might fail to anticipate and respond in a timely manner to fashion trends

• Boozt is dependent on its ability to expand its customer base and increase its sales to existing customers

• Damages to Boozt’s reputation could result in Boozt losing business or growth opportunities

• Customer returns could negatively affect Boozt’s costs and net revenue

• Boozt is dependent on its brand and other intellectual property rights

• The success of Boozt’s business depends on the continuing development, maintenance and operation of Boozt’s IT systems

• Failure to adopt technological advances or adapt to user behaviour in a timely manner could limit Boozt’s growth

• Threats to data security could significantly impact Boozt’s business negatively

• Efficient logistics management and capacity are crucial to Boozt’s business. Inefficiencies in the supply chain could have a material adverse effect on Boozt’s result of operations

• Boozt’s fulfilment centre or the equipment therein may be damaged and the fulfilment centre may have to close

• The operation of Boozt’s new fulfilment centre might not be successful

• Boozt is dependent on suppliers and third-party service providers in order to sell its products

• Increases in VAT rates, labour costs or the prices of energy, cotton and fuel could negatively affect Boozt’s result of operations

• Inability to retain and recruit executive management and other key employees could have a material adverse effect on Boozt’s operations

• Dissatisfaction with Boozt’s customer service could affect the Company’s ability to retain customers

• Boozt’s international presence exposes Boozt to different local legal, regulatory and tax payment standards

• Boozt is dependent on third-party payment providers, and the broad variety of payment methods offered by Boozt exposes the Company to operational, regulatory and fraud risks

Cont’d• Boozt uses standardised terms and conditions

• The apparel industry is subject to seasonal revenue fluctuations

• Boozt relies on online marketing channels and restrictions on sending e-mails or messages or changes to search algorithms could negatively affect Boozt’s business

• Boozt may not be able to successfully implement its strategy for continued profitable growth

• Boozt may in the future carry out acquisitions or enter into partnerships that could negatively affect the Company’s operations

• Product recalls, product liability claims and breaches of corporate social responsibility could harm Boozt’s reputation and business

• Boozt’s insurance cover could prove to be inadequate to protect Boozt against all liabilities that arise in its operations

• Boozt is exposed to tax related risks

• Boozt is exposed to currency risks

• Boozt is exposed to interest rate risks

• Boozt may not be able to obtain loans at favourable terms, or obtain loans at all

• Many of Boozt’s suppliers rely on credit insurance to protect their receivables, and any changes to, or too slow adjustments or withdrawals of, such credit insurance might lead suppliers to seek to reduce their credit exposure to Boozt

• Disputes, claims, investigations and proceedings could lead to Boozt having to pay damages or cease with certain operations.

Risks relating to the Offering• An active, liquid and orderly trading market for the

shares may not develop, the price of the shares may be volatile, and potential investors could lose a portion or all of their investment

• Sales of shares by existing shareholders could cause the share price to decline

• The Selling Shareholders will continue to have substantial influence over Boozt after the Offering and could delay or prevent a change in control over the Company

• Boozt’s ability to pay dividends is dependent upon its future earnings, financial condition, cash flows, net working capital requirements, capital expenditures and other factors.

• Differences in currency exchange rates could materially adversely affect the value of shareholdings or dividends paid

• Shareholders in the United States or other countries outside Sweden may not be able to participate in any potential future cash offers

• The commitments from Cornerstone Investors are not secured and may therefore not be met.

Risk factorsAn investment in Boozt’s shares involves various risks. A number of factors affect, or could affect, Boozt’s business, both directly and indirectly. Described below, in no particular order and without claim to be exhaustive, are the risk factors and significant circumstances considered to be material to Boozt’s business and future development. The risks described below are not the only risks to which Boozt and its shareholders may be exposed. Additional risks that are not currently known to Boozt, or that Boozt currently believes are immaterial, may also adversely affect Boozt’s business, results of operations or financial condition. Such risks could also cause the price of Boozt’s shares to fall significantly, and investors could potentially lose all or part of their investment. List below shows an overview of risk factors concerning the Company and the Offering. For a the full description of the risk factors, please refer to the prospectus.

DefinitionsThe terms defined below are used in the information brochure:

Adjusted EBIT margin – Profit/loss before financial items, tax, share-based payments related to employees, warehouse moving costs and IPO-related costs

Annual Financial Statements – The audited consolidated financial statements and notes of Boozt and its subsidiaries as of December 31, 2016, 2015 and 2014, prepared in accordance with IFRS-EU

AOV – Average order value excl. VAT

Boozt, the Company or the Group – Boozt AB (publ), the group in which Boozt AB (publ) is the parent company, or a subsidiary of the group, as the context may require

Danske Bank – Danske Bank A/S, Danmark, Sverige filial

Joint Global Coordinators – Carnegie and Danske Bank

Joint Bookrunners – Carnegie, Danske Bank and Berenberg

Nasdaq Stockholm – Nasdaq OMX Stockholm AB

Offering – The offer of shares as set out in the Offering Circular

Over-allotment Option – An option granted by the Selling shareholders to the Joint Global Coordinators to purchase up to 15 per cent of the numbers of shares in the Offering

SEO – Search engine optimisation

Selling Shareholders – Sunstone Technology Ventures Fund II K/S, Verdane Capital VII K/S, ECCO Holding A/S, Sampension KP Livsforsikring A/S and the board member Kent Stevens Larsen

SEK – Swedish krona

Transactional net revenue – Gross sales (incl. shipping and invoice income) less discounts, excluding VAT and after returns

Risk factors and definitions