Sales price and acquisition cost for exchange of shares and warrants in TurnIT for shares and warrants in Nocom

In December 2004 Nocom presented a tender offer to the holders of shares and warrants in TurnIT AB. The offer to warrantholders expired in the first half of 2005, while the offer to stockholders has been extended until February 6, 2006. Through the offer, stockholders in TurnIT may exchange four shares in TurnIT for one Class B share in Nocom. It should be noted that individuals and estates are automatically eligible for deferred taxation, i.e. the exchange need not be declared until the received shares in Nocom are sold. For legal entities, however, the received shares in Nocom are regarded as being acquired for a value equal to that of the redeemed shares. Gains are subject to taxation and a deduction for losses may be applicable. In a share exchange transaction, legal entities may request deferred taxation. Such deferral is not permitted if the exchange leads to a capital loss, in which case the loss must be deducted immediately. In the exchange of warrants in TurnIT for warrants in Nocom, the rules for tax deferral are not applicable. Gains and losses on the exchange of warrants in TurnIT must be declared in the 2006 tax return. This means that the holder is regarded as having sold the warrants in TurnIT for a price equal to the market value of the received warrants in Nocom. Capital gains are subject to taxation and a deduction of losses may be applicable. This applies to both legal entities and individuals. To provide support in determining the tax-related sales value of the shares and warrants in TurnIT in connection with the exchange, Skatteverket (the Swedish National Tax Board) has published the following general recommendations (SKV A 2006:2)/excerpt: Acceptance on March 10, 2005 or earlier: For stockholders who are legal entities other than estates and who participated in the exchange of shares, the sales price for one Class A or B share in TurnIT AB should be set at SEK 1.10. The acquisition cost for one Class B share in Nocom AB received through the exchange should be set at SEK 4.40. For warrantholders (both individuals and legal entities) who participated in the exchange of Series A or B 2004/2005 warrants in TurnIT AB and who received one 2B warrant in Nocom AB, the sales price for one warrant should be set at SEK 0.18. The acquisition cost for one 2B warrant in Nocom AB received through the exchange should be set at SEK 1.80. For warrantholders (both individuals and legal entities) who participated in the exchange of Series A or B 2004/2005 warrants in TurnIT AB and who received two 1B warrants in Nocom AB, the sales price for one warrant should be set at SEK 0.32. The acquisition cost for one 1B warrant in Nocom AB received through the exchange should be set at SEK 1.60. Acceptance during March 11 – December 31, 2005: For stockholders who are legal entities other than estates and who participated in the exchange of shares, the sales price for one Class A or B share in TurnIT AB should be set at SEK 1.18 unless otherwise indicated. The acquisition cost for one share in Nocom AB received through the exchange should be set at SEK 4.72 unless otherwise indicated. For warrantholders (both individuals and legal entities) who participated in the exchange of Series A or B 2004/2005 warrants in TurnIT AB and who received one 2B warrant in Nocom AB, the sales price for one warrant should be set at SEK 0.16 unless otherwise indicated. The acquisition cost for one 2B warrant in Nocom AB received through the exchange should be set at SEK 1.60 unless otherwise indicated. For warrantholders (both individuals and legal entities) who participated in the exchange of Series A or B 2004/2005 warrants in TurnIT AB and who received two 1B warrants in Nocom AB, the sales price for one warrant should be set at SEK 0.23 unless otherwise indicated. The acquisition cost for one 1B warrant in Nocom AB received through the exchange should be set at SEK 1.15 unless otherwise indicated. These general recommendations are applicable with effect from the 2006 tax assessment. For more detailed information, see Skatteverket’s general recommendation SKV A 2006:2 or Bulletin SKV M 2006:1 (available on Skatteverket’s website www.skatteverket.se)