Lexmark International Technology, S.A.’s offer to the shareholders of ReadSoft AB (publ)

8 August 2014

GeneralOn 6 May 2014, Lexmark International Technology,

S.A. (“Lexmark International Technology”), controlled

by Lexmark International Inc. (“Lexmark International”),

announced a public cash offer to the shareholders of

ReadSoft AB (publ), Reg. No. 556398-1066 (“ReadSoft”

or the “Company”), to acquire all shares in ReadSoft

on the terms and conditions set out in a specific offer

document (the “Initial Offer”). Lexmark International

Technology set out certain conditions that needed to be

fulfilled in order for the Initial Offer to be completed (the

“Conditions”).

On 14 July 2014 the Initial Offer was withdrawn by

Lexmark International Technology since it was estab-

lished that certain of the Conditions were not possible

to fulfill. Acceptances of the Initial Offer already made

by the shareholders of ReadSoft were automatically

cancelled without any further action. Concurrently with

the withdrawal of the Initial Offer, Lexmark International

Technology announced a new and higher recommend-

ed cash offer to the shareholders of ReadSoft in respect

of all shares in ReadSoft, in accordance with the terms

and conditions set out in this offer document (the

“Offer”). Shareholders who have already accepted the

Initial Offer, and wish to accept the Offer thus need to

actively accept the Offer in accordance of what is set

out in the below. On 5 August 2014, Lexmark Interna-

tional Technology announced an increase of the Offer

price for all outstanding shares in ReadSoft in response

to a competing SEK 50.00 offer announced by Hyland

Software UK Ltd. on 4 August 2014. The Offer price

was increased from SEK 50.00 to SEK 55.50 per share

regardless of class.

A Swedish version of this offer document, in respect

of the Offer, has been approved and registered by the

Swedish Financial Supervisory Authority (Sw. Finans­

inspektionen) (the “SFSA”) in accordance with Chap-

ter 2 Section 3 of the Swedish Takeover Act (Sw. lag

(2006:451) om offentliga uppköpserbjudanden på aktie­

marknaden) and Chapter 2 (a) Section 9 of the Swedish

Financial Instruments Trading Act (Sw. lagen (1991:980)

om handel med finansiella instrument). The approval

and registration by the SFSA does not imply that SFSA

guarantees that the information in the offer document is

correct or complete.

This offer document is available both in Swedish and

English. In the event of any discrepancy between the

English and Swedish language versions, the Swedish

language version shall prevail.

The information in this offer document purports to

be accurate, although not complete, only as of the date

of the announcement of this offer document. No repre-

sentation is made that it was or will remain accurate on

any other date. The information in this offer document

is furnished solely for the purpose of the Offer and may

not be relied upon for any other purposes.

The information regarding ReadSoft on pages 13–47

is based on information made public by ReadSoft and

has been reviewed by the Board of Directors of Read-

Soft. Accordingly, Lexmark International Technology

does not represent that the information included herein

with respect to ReadSoft is accurate or complete and

does not take any responsibility for such information

being accurate or complete. Except as stated in the

section “Statement from the auditor of ReadSoft” on

page 49, or otherwise expressly stated, no information

in this offer document has been audited or reviewed by

the auditors of ReadSoft.

The figures in this offer document have been round-

ed off as appropriate. As a result, certain tables appear

to not summarize correctly.

Applicable law and disputesThe Offer, as well as the agreements entered into

between Lexmark International Technology and the

shareholders of ReadSoft as a result of the Offer, shall

be governed by and construed in accordance with the

laws of Sweden. Any dispute regarding the Offer or such

agreements, or which arises in connection therewith,

shall be settled exclusively by Swedish courts, and the

City Court of Stockholm (Sw. Stockholms tingsrätt) shall

be the court of first instance.

The Takeover Rules issued by NASDAQ OMX Stock-

holm (the “Takeover Rules”), and the Swedish Securi-

ties Council’s (Sw. Aktiemarknadsnämndens) rulings

regarding the interpretation and application of the Take-

over Rules, including, where applicable, the Swedish

Securities Council’s interpretation and application of the

formerly applicable Rule on Public Offers for the Ac-

quisition of Shares issued by the Swedish Industry and

Commerce Stock Exchange Committee (Sw. Närings­

livets Börskommitté), are applicable to the Offer.

In accordance with the Swedish Takeover Act,

Lexmark International Technology has, on 9 July 2014,

contractually undertaken towards NASDAQ OMX Stock-

holm to comply with the said rules and statements and

to submit to any sanctions that may be imposed by NAS-

DAQ OMX Stockholm in event of breach of the Takeover

IMPORTANT INFORMATION

Rules. Lexmark International Technology informed the

SFSA about the Offer and the undertaking towards

NASDAQ OMX Stockholm on 14 July 2014.

Forward-looking statementsStatements in this offer document relating to future

status or circumstances, including statements regarding

future results, growth and other projections regarding

development and the other benefits of the Offer, are for-

ward-looking statements. These statements may gen-

erally, but not always, be identified by the use of words

such as “anticipates”, “intends”, “expects”, “believes”,

or similar expressions. By their nature, forward-look-

ing statements involve risk and uncertainty because

they relate to events and depend on circumstances

that will occur in the future. There can be no assurance

that actual results will not differ materially from those ex-

pressed or implied by these forward-looking statements

due to many factors, many of which are outside the

control of Lexmark International Technology. Any such

forward-looking statements made herein speak only

as of the date on which they are announced. Except

as required by the Takeover Rules or applicable law or

regulations, Lexmark International Technology express-

ly disclaims any obligations or undertaking to publicly

announce updates or revisions to any forward-looking

statements contained in the offer document to reflect

any change in expectations with regards thereto or any

change in events, conditions or circumstances on which

such statement is based, The reader should, however,

consult any additional disclosures that Lexmark Interna-

tional Technology or ReadSoft has made or may make.

Offer restrictionsThe Offer is not being made to persons whose partici-

pation in the Offer requires that any additional offer doc-

ument is prepared or registration effected or that any

other measures are taken in addition to those required

under Swedish law. This offer document, the accep-

tance form and any documentation relating to the Offer

are not being published in or distributed in or to and

must not be mailed or otherwise distributed or sent in or

to Australia, Canada, Hong Kong, Japan, New Zealand

or South Africa or any other country in which doing so

would require any such additional measures to be taken

or would be in conflict with any law or regulation (the

“Restricted Jurisdictions”). Any such action will not be

permitted or sanctioned by Lexmark International Tech-

nology. Any purported acceptance of the Offer resulting

directly or indirectly from a violation of these restrictions

may be disregarded.

The Offer is not being made, directly or indirectly,

in or into any Restricted Jurisdiction by use of mail or

any other means or instrumentality (including, without

limitation, facsimile transmission, electronic mail, telex,

telephone and the Internet) of interstate or foreign com-

merce, or of any facility of national security exchange,

and the Offer cannot be accepted by any such use,

means, instrumentality or facility of, or from within any

Restricted Jurisdiction. Accordingly, this offer document,

the acceptance form and any documentation relating to

the Offer are not being and should not be sent, mailed

or otherwise distributed or forwarded in or into any

Restricted Jurisdiction.

Lexmark International Technology will not deliver

any consideration under the Offer in or into any Restrict-

ed Jurisdiction.

This offer document, the acceptance form or any

other documentation relating to the Offer is not being,

and must not be, sent to shareholders with registered

addresses in any Restricted Jurisdiction. Banks, brokers,

dealers and other nominees holding shares for persons

in any Restricted Jurisdiction must not forward this offer

document, the acceptance form or any other document

received in connection with the Offer to such persons.

Special notice to shareholders in the United StatesThe Offer described in this offer document is subject

to the laws of Sweden. It is important for US securities

holders to be aware that this document is subject to

disclosure and takeover laws and regulations in Sweden

that are different from those in the United States.

The Offer is made in the United States in compli-

ance with Section 14(e) of, and Regulation 14E under,

the US Securities Exchange Act of 1934, as amended

(“Exchange Act”), subject to the exemptions provided

by Rule 14d-1(d) under the Exchange Act and other-

wise in accordance with the requirements of Swedish

law. Accordingly, the Offer is subject to disclosure and

other procedural requirements, including with respect

to withdrawal rights, the Offer timetable, settlement

procedures and timing of payments that are different

from those applicable under US domestic tender offer

procedures and laws.

NEITHER THE UNITED STATES SECURITIES AND EX-

CHANGE COMMISSION NOR ANY U.S. STATE SECU-

RITIES COMMISSION OR REGULATORY AUTHORITY

HAS APPROVED OR DISAPPROVED OF THIS OFFER,

PASSED UPON THE FAIRNESS OR MERITS OF THIS

ANNOUNCEMENT OR DETERMINED WHETHER THIS

ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY

REPRESENTATION TO THE CONTRARY IS A CRIMINAL

OFFENSE IN THE UNITED STATES.

Contents

The Offer in briefConsideration SEK 55.50 in cash for each ReadSoft share irrespective of

share class

Acceptance period 8 August 2014 – 29 August 2014

Preliminary settlement date 5 September 2014

The Offer to the shareholders of ReadSoft 1

Background and reasons for the Offer 4

Recommendation from ReadSoft’s Board of Directors 6

Terms, conditions and instructions 9

Information on Lexmark International Technology and financing of the Offer 12

Information on ReadSoft 13

ReadSoft’s financial information in summary 16

Financial definitions 22

Share capital and ownership structure 24

ReadSoft’s Board of Directors, management and auditor 28

Articles of Association of ReadSoft 30

ReadSoft’s unaudited report for the period 1 January 2014 – 30 June 2014 32

Statement by the Board of Directors of ReadSoft 48

Statement by the Auditor of ReadSoft 49

Tax issues in Sweden 50

Transaction agreement 52

Addresses 63

1

IntroductionOn 6 May 2014, Lexmark International Technology S.A.

(“Lexmark International Technology”), controlled by

Lexmark International Inc. (“Lexmark International”), an-

nounced a recommended cash offer (the “Initial Offer”)

to the shareholders of ReadSoft AB (publ) (“ReadSoft”

or the “Company”). The class B shares in ReadSoft are

admitted to trading on NASDAQ OMX Stockholm small

cap. Lexmark International Technology set out certain

conditions that needed to be fulfilled in order for the

Initial Offer to be completed (the “Conditions”).

On 14 July 2014 the Initial Offer was withdrawn by

Lexmark International Technology since it was estab-

lished that certain of the Conditions were not possible

to fulfill. Acceptances of the Initial Offer already made

by the shareholders of ReadSoft were automatically

cancelled without any further action. Concurrently with

the withdrawal of the Initial Offer, Lexmark International

Technology announced a new and higher recommend-

ed cash offer to the shareholders of ReadSoft in respect

of all shares in ReadSoft, in accordance with the terms

and conditions set out in this offer document (the

“Offer”). Shareholders who have already accepted the

Initial Offer, and wish to accept the Offer thus need to

actively accept the Offer in accordance of what is set

out in the below. On 5 August 2014, Lexmark Interna-

tional Technology announced an increase of the Offer

price for all outstanding shares in ReadSoft in response

to a competing SEK 50.00 offer announced by Hyland

Software UK Ltd. on 4 August 2014. The Offer price

was increased from SEK 50.00 to SEK 55.50 per share

regardless of class.

ConsiderationLexmark International Technology offers SEK 55.50 in

cash per share in ReadSoft, irrespective of share class.1

No commission will be charged in connection with

the Offer. In the event that ReadSoft should pay any

dividend or make any other value transfer prior to the

settlement of the Offer, the price per share in the Offer

will be reduced correspondingly.

The Offer does not include the convertibles issued

in May 2011, October 2011, April 2012 and April 2013 as

part of ReadSoft’s incentive program for employees.

Outside of the Offer, Lexmark International Technology

will offer the participants in the program a reasonable

treatment with respect to their holdings.2 Convertibles

held by ReadSoft’s wholly owned subsidiary ReadSoft

Financial AB, will not be included in the Offer and will

not be handled outside the Offer.

PremiumsThe Offer represents a premium of:

u 19.9 per cent compared to the closing share price of

SEK 46.30 per class B share in ReadSoft on NASDAQ

OMX Stockholm on 11 July 2014, the last trading day

before the announcement of the Offer;

u 41.0 per cent compared to the volume-weighted aver-

age share price of SEK 39.37 of the Company’s class

B shares on NASDAQ OMX Stockholm during the last

three months prior to 11 July 2014; and

u 19.6 per cent compared to the fifty-two week high

share price of SEK 46.40 of the Company’s class B

shares on NASDAQ OMX Stockholm during the last

twelve months prior to 11 July 2014; and

The Offer to the shareholders of ReadSoft

1 Based on 30,686,744 shares, being the number of currently outstanding shares, excluding the 2,540,696 shares held by the Company.2 The convertible holders in series 2011/2014 will be offered SEK 55.41 in cash per each nominal convertible amount of SEK 19.50.

By example, a holder of convertibles corresponding to a nominal amount of SEK 10,000 will be offered a consideration of approximately SEK 28,415.The convertible holders in series 2011/2015 will be offered SEK 54.60 in cash per each nominal convertible amount of SEK 22.50. By example, a holder of convertibles corresponding to a nominal amount of SEK 10,000 will be offered a consideration of approx-imately SEK 24,267. The convertible holders in series 2012/2015 will be offered SEK 54.28 in cash per each nominal convertible amount of SEK 24.50. By example, a holder of convertibles corresponding to a nominal amount of SEK 10,000 will be offered a consideration of approximately SEK 22,155. The convertible holders in series 2013/2016 will be offered SEK 54.26 in cash per each nominal convertible amount of SEK 34.00. By example, a holder of convertibles corresponding to a nominal amount of SEK 10,000 will be offered a consider-ation of approximately SEK 15,959.

2

u 211.4 per cent compared to the volume-weighted

average share price of 17.82 of the Company’s class

B shares on NASDAQ OMX Stockholm during three

months prior to the announcement of the Initial Offer

(i.e. prior to 6 May 2014).

Total value of the OfferThe Offer values ReadSoft at approximately SEK

1,703,114,292 .1

Acceptance Period and SettlementThe acceptance period for the Offer commences 8

August 2014 and ends on 29 August 2014. Settlement

will begin as soon as Lexmark International Technology

has announced that the conditions for the Offer have

been satisfied or that Lexmark International Technology

has otherwise resolved to complete the Offer. Assum-

ing that such an announcement is made no later than

around 2 September 2014, settlement is expected to

begin around 5 September 2014.

Recommendation from ReadSoft’s Board of DirectorsThe Board of Directors of ReadSoft unanimously rec-

ommends the Company’s shareholders to accept the

Offer. As set forth under “Conflicts of Interest” below,

ReadSoft’s founders, Lars Appelstål and Jan Andersson,

who are also members of the Board of Directors, have

due to conflict of interest, not taken part in the Board of

Directors handling of or resolutions regarding the Offer.

Shareholding and support from shareholders in ReadSoftReadSoft’s founders, Messrs. Lars Appelstål and

Jan Andersson, representing in aggregate 22.9 per cent

of the shares and 42.9 per cent of the votes in Read-

Soft1, have undertaken to accept the Offer (the “Under-

takings”). The Undertakings will lapse in the event that

the Offer has lapsed or been withdrawn or has not been

declared unconditional by the date that is 100 calendar

days from the later of the announcement of the Offer

or the announcement of a revised Offer by Lexmark

International Technology that matches or exceeds a

competitive offer to acquire all the shares of ReadSoft.

Under the Undertakings Lexmark International

Technology has committed to compensate the founders

in the event that it declares the Offer unconditional and

acquires the shares of the founders and then sell such

acquired shares before 31 December 2015 to a price

which is higher than the price under the Offer. The same

applies if the acquired shares are tendered in a public

takeover offer or if Lexmark International Technology

commits to sell or tender the shares in a public takeover

offer before 31 December 2015.

Any compensation will correspond to the difference

between the offer price under the Offer (as modified

or revised from time to time) and the price at which the

shares are sold or the price to which they are tendered

in a public takeover offer. Due to the principle of equal

treatment of shareholders in public takeover offers,

such compensation will also be payable to shareholders

who accept the Offer.

Furthermore, on 13 July 2014, Lexmark Interna-

tional Technology acquired a total of 1,624,077 class B

shares in ReadSoft, and on 6 August 2014 an additional

1,153,640 class B shares in ReadSoft were acquired, cor-

responding to approximately 6.7 per cent of the shares

and 9.1 per cent of the votes in ReadSoft in aggregate

(the “Shareholding”)1. The price per share paid by Lex-

mark International Technology under the acquisitions

amounted to SEK 50.00 and SEK 55.50 respectively.

The acquisitions described above commit Lexmark

International Technology to compensate the sellers of

the shares if those shares are sold before 31 December

2015 at a price which is higher than the consideration

received by the sellers. The same applies if the shares

are tendered in a public takeover offer or if the pur-

chaser commits to sell or tender the shares in a public

takeover offer before 31 December 2015, or if Lexmark

International Technology before 31 December 2015

acquires any further shares in ReadSoft at a price per

share exceeding the consideration paid to the sellers.

Any compensation will correspond to the difference

between the consideration paid to the sellers and the

price at which the shares are sold, or the price in the

public takeover offer, or the price for which Lexmark

International Technology has acquired further shares

(as the case may be). Due to the principle of equal treat-

ment of shareholders in public takeover offers, such

compensation will also be payable to shareholders who

accept the Offer.

The Shareholding and the Undertakings in aggre-

gate represent 1,193,580 class A shares and 8,600,107

class B shares in ReadSoft, i.e. 31.9 per cent of the

shares and 49.6 per cent of the votes in ReadSoft1.

Conflicts of InterestReadSoft’s founders, Messrs. Lars Appelstål and Jan

Andersson, are also members of the Board of Directors

of ReadSoft. Due to the conflict of interest based on the

undertakings described under “Support from share-

holders in ReadSoft” above, they may, according to the

1 Based on 30,686,744 shares, being the number of currently outstanding shares, excluding the 2,540,696 shares held by the Company.

3

Takeover Rules, not take part in the Board Of Directors’

of ReadSoft discussions regarding the Offer, and they

have according to information received, not participated

in the Board of Directors handling of or resolutions

regarding the Offer.

Acceptance level and Conditions for the OfferThe completion of the Offer is conditional upon,

inter alia, the Offer being accepted to such extent that

Lexmark International Technology becomes the owner

of shares representing more than 90 per cent of the

shares in ReadSoft on a fully diluted basis. Lexmark

International Technology reserves the right to, in whole

or in part, waive such condition. Accordingly, Lexmark

International Technology will have the possibility to

complete the Offer at a lower level of acceptance.

Lexmark International Technology announced on 10

June 2014 that it had received the necessary compe-

tition clearance for completion of the Initial Offer from

the relevant competition authorities. This clearance also

comprises a clearance of the Offer. The Offer is there-

fore not conditional upon necessary clearance from

relevant competition authorities.

For further information regarding the aforesaid and

additional conditions for the Offer, see section “Terms

and conditions – Conditions for the Offer”.

Financing of the OfferLexmark International Technology is not dependent on

external financing for the Offer. Lexmark International

Technology will finance the Offer with available funds.

Accordingly, the completion of the Offer is not condi-

tional upon any financing being obtained. Lexmark has

unconditionally and irrevocably guaranteed the due

performance of e.g. Lexmark International Technology’s

payment obligations towards the shareholders of Read-

Soft pursuant to the Offer (if completed).

Lexmark International Technology’s and Lexmark’s shareholding in ReadSoftSave for the Shareholding and the Undertakings,

neither Lexmark International Technology, nor Lexmark

currently holds or controls any shares in ReadSoft. Save

for the Shareholding, neither Lexmark International

Technology, nor Lexmark has acquired any shares in

ReadSoft during the last six months prior to the an-

nouncement of the Offer. Neither Lexmark International

Technology nor Lexmark hold any other financial in-

struments in ReadSoft that provide a financial exposure

equivalent to a holding of shares in ReadSoft.

Due diligenceLexmark International Technology and Lexmark has, in

connection with the preparations for the Initial Offer,

conducted a limited confirmatory due diligence review

of ReadSoft. ReadSoft has confirmed that no information

which has not previously been published and which

can reasonably be expected to affect the price of the

Company’s securities has been disclosed to Lexmark

International Technology or Lexmark during the course

of the due diligence process. No such due diligence

process has been conducted by Lexmark International

Technology after the announcement of the Initial Offer.

Agreement with ReadSoftLexmark International Technology and Lexmark, as

guarantor, has entered into a transaction agreement

with ReadSoft in relation to the Offer. The agreement is

included in full on pages 52–61.

Applicable law and disputesThe Offer, as well as the agreements entered into

between Lexmark International Technology and the

shareholders of ReadSoft as a result of the Offer, shall

be governed by and construed in accordance with the

laws of Sweden. Any dispute regarding the Offer or such

agreements, or which arises in connection therewith,

shall be settled exclusively by Swedish courts, and the

City Court of Stockholm (Sw. Stockholms tingsrätt) shall

be the court of first instance.

The Takeover Rules and the Swedish Securities

Council’s (Sw. Aktiemarknadsnämndens) rulings

regarding the interpretation and application of the Take-

over Rules, including, where applicable, the Swedish

Securities Council’s interpretation and application of

the formerly applicable Rule on Public Offers for the Ac-

quisition of Shares issued by the Swedish Industry and

Commerce Stock Exchange Committee (Sw. Näringsliv­

ets Börskommitté), are applicable to the Offer.

In accordance with the Swedish Takeover Act,

Lexmark International Technology has, on 9 July 2014,

contractually undertaken towards NASDAQ OMX Stock-

holm to comply with the said rules and statements and

to submit to any sanctions that may be imposed by NAS-

DAQ OMX Stockholm in event of breach of the Takeover

Rules. Lexmark International Technology informed the

SFSA about the Offer and the undertaking towards

NASDAQ OMX Stockholm on 14 July 2014.

4

Lexmark International Technology is a wholly-owned

subsidiary of Lexmark. Lexmark is a Delaware corpora-

tion and was formed in 1991. In 1995, Lexmark com-

pleted its initial public offering and trades on the New

York Stock Exchange under the symbol “LXK.” In 2013,

Lexmark had sales over $3.6 billion, did business in over

170 countries and employs approximately 12,000 people

world-wide. Lexmark’s cash balance as of December 31,

2013 is in excess of $1 billion.

Lexmark makes it easier for businesses of all sizes

to improve their business processes by enabling them

to capture, manage and access critical unstructured

business information in the context of their business

processes while speeding the movement and man-

agement of information between the paper and digital

worlds. Since its inception in 1991, Lexmark has become

a leading developer, manufacturer and supplier of print-

ing, imaging, device management, managed print ser-

vices (“MPS”), document workflow and, more recently,

business process and content management solutions.

Lexmark operates in the office printing and imaging, en-

terprise content management (“ECM”), business process

management (“BPM”), document output management

(“DOM”), intelligent data capture and search software

markets. Lexmark’s products include laser printers and

multifunction devices, dot matrix printers and the asso-

ciated supplies/solutions/services, as well as ECM, BPM,

DOM, intelligent data capture, search and web-based

document imaging and workflow software solutions

and services. Lexmark develops and owns most of the

technology for its printing and imaging products and

its software related to MPS and content and process

management solutions.

Since 2010 Lexmark has been investing in ECM,

BPM, intelligent data capture and search software

markets. The Company acquired Perceptive Software,

Inc. (“Perceptive Software”), a leading provider of ECM

software and document workflow solutions in 2010.

Since the acquisition of Perceptive Software, Lexmark

has made nine additional software acquisitions as Lex-

mark continues the transition from a hardware-centric

company to a solutions company providing end-to-end

solutions that allow customers to bridge the paper and

digital worlds and the unstructured and structured con-

tent/process worlds.

Lexmark believes that ReadSoft’s business comple-

ments Lexmark’s existing portfolio of software offerings

offered by the Perceptive Software segment. A combi-

nation of the Perceptive Software segment and Read-

Soft would facilitate the continued evolution of Percep-

tive Software’s software platform and enable Lexmark

satisfy two of its objectives – building out Perceptive

Software’s document processing capabilities and ex-

panding Perceptive Software’s footprint in Europe.

Lexmark places great confidence in ReadSoft’s

management team, who it expects will continue to

play an important role in developing and executing the

growth plans for Lexmark International’s Perceptive

Software segment. Lexmark supports ReadSoft’s effort

to become the leading supplier in document process au-

tomation, the rapid expansion in cloud-based solutions,

its cost reduction program and its continued develop-

ment of its document automation platform. Lexmark be-

lieves this approach being taken by ReadSoft, together

with Lexmark’s considerable world-wide resources, will

further strengthen ReadSoft’s leadership position. In

the near term, Lexmark plans to integrate ReadSoft with

Lexmark’s Perceptive Software segment. Lexmark plans

to integrate ReadSoft with Lexmark’s Perceptive Soft-

ware segment. As this segment of Lexmark’s business is

expected to continue to grow and until Lexmark has ful-

ly developed its integration plans, Lexmark does not in-

tend to make material changes to the terms or places of

employment for ReadSoft’s employees in the near term.

The completion of the Offer is not expected to result in,

and Lexmark International Technology does not intend

to make, any material changes in the terms or places

of employment for Lexmark International Technology’s

management or employees in the near term.

The completion of the Offer is not expected to result

in any financial consequences negatively impacting the

continued business or growth opportunities of Lexmark

International Technology or ReadSoft.

Background and reasons for the Offer

5

For further information, please refer to the information

in this offer document, which has been prepared by the

Board of Directors of Lexmark International Technology

for the purpose of the Offer. The description of ReadSoft

on pages 13–47 in this offer document has, in accor­

dance with the statement on page 48, been reviewed

by the Board of Directors of ReadSoft. In accordance

with the statement on page 49, the auditor of ReadSoft

has reviewed and commented on the historical financial

information in summary which is presented on pages

16–23. The Board of Directors of Lexmark International

Technology assures that, to the best knowledge of the

Board of Directors, the information in this offer doc­

ument regarding Lexmark International Technology

corresponds to the actual conditions.

Genève, 7 August 2014

Lexmark International Technology S.A.

6

This statement is made by the Board of Directors of

ReadSoft AB (publ) (the “Board”) (“ReadSoft” or the

“Company”) pursuant to section II.19 of the rules con-

cerning takeover bids on the stock market adopted by

NASDAQ OMX Stockholm (the “Takeover Rules”).

Lexmark International Technology S.A. (“Lexmark

International Technology”), a wholly-owned subsidiary

of Lexmark International Inc., has today announced a

new higher cash offer to the shareholders of the Com-

pany with an offer price of SEK 50.00 per share and a

withdrawal of its previously announced cash offer for

the shares in ReadSoft with the offer price SEK 43.00

per share.

Background On 6 May 2014, Lexmark International Technology an-

nounced a public offer to the shareholders of ReadSoft

to transfer all of their shares in the Company to Lexmark

International Technology for a consideration of SEK

40.05 in cash per share in ReadSoft (the “Initial Lexmark

Offer”).

On 19 June 2014, Lexmark International Technolo-

gy announced an increase of the offer price under the

Initial Lexmark Offer from SEK 40.05 per share to SEK

43.00 per share, in response to a competing offer for

the shares in ReadSoft that was announced by Hyland

Software UK Ltd. on 18 June 2014 (“Hyland” and the

“Hyland Offer”). The acceptance period of the Initial

Lexmark Offer was extended up to and including 14 July

2014.

On 7 July 2014, Hyland issued a press release,

whereby Hyland announced an increase of the offer

price under the Hyland Offer from SEK 42.86 per share

to SEK 45.00 per share (the “Hyland July Announce-

ment”).

In the Hyland July Announcement it was also stated

that Hyland had entered into agreements with certain

shareholders in ReadSoft and performed acquisitions

resulting in Hyland controlling 3,350,600 class B shares

in ReadSoft, corresponding to approx. 10.9 percent of all

outstanding shares in ReadSoft (the “Hyland Control”).

Lexmark International Technology explains in

today’s press release that the Hyland Control has the

effect that Lexmark International Technology cannot

complete the Initial Lexmark Offer since this contains a

condition of at least 90 percent acceptance of the Initial

Lexmark Offer, a condition which Lexmark International

Technology has not reserved the right to waive. The

Initial Lexmark Offer was also conditional upon that no

more favorable public takeover offer would have been

announced. From Lexmark International Technology’s

press release follows that, against this background, it

has decided to withdraw the Initial Lexmark Offer and

announce a new cash offer (the “New Offer”).

New Offer Lexmark International Technology’s New Offer, as

announced in its press release today, is a public offer

to the shareholders of ReadSoft to transfer all of their

shares in the Company to Lexmark International Tech-

nology for a consideration of SEK 50.00 in cash per

share in ReadSoft.

The total value of the New Offer is approximately

SEK 1,534 million1. The New Offer represents a premium

of:

u 8.0 percent compared to the closing share price of

SEK 46.30 per class B share in ReadSoft on NASDAQ

OMX Stockholm on 11 July 2014, the last trading day

before the announcement of the New Offer;

u 27.0 percent compared to the volume-weighted aver-

age share price of SEK 39.37 of the Company’s class

B shares on NASDAQ OMX Stockholm during the last

three months prior to 11 July 2014;

u 7.8 percent compared to the fifty-two week high

share price of SEK 46.40 of the Company’s class B

shares on NASDAQ OMX Stockholm during the last

twelve months prior to 11 July 2014;

u 180.6 percent compared to the volume-weighted

average share price of 17.82 of the Company’s class

B shares on NASDAQ OMX Stockholm during three

months prior to the announcement of the Initial Lex-

mark Offer (i.e. prior to 6 May 2014); and

Recommendation from ReadSoft’s Board of DirectorsStatement on 14 July 2014 by the Board of Directors of ReadSoft AB (publ) in relation to Lexmark International Technology’s public takeover offer

1 Based on 30,686,744 shares, being the number of currently outstanding shares, excluding the 2,540,696 shares held by the Company.

7

u 11.1 percent compared to the Hyland Offer of SEK

45.00 per share.

The acceptance period for the New Offer is expect-

ed to commence around 7 August 2014 and end around

28 August 2014. Settlement is expected to begin around

4 September 2014.

Lexmark International Technology communicates

that any shareholder who has already accepted the

Initial Lexmark Offer and wish to accept the New Offer

needs to actively accept the New Offer according to the

instructions in an offer document expected to be made

available around 6 August 2014.

Lexmark International Technology has expressed

that the New Offer is conditional upon inter alia Lex-

mark International Technology becoming the owner of

more than 90 percent of the total number of shares in

ReadSoft on a fully diluted basis. Lexmark International

Technology has, however, reserved the right to waive

this condition as well as the other conditions of the New

Offer. Lexmark International Technology further states

that no new competition clearance will be needed for

the New Offer based on that it has already received the

necessary clearance on the basis of the Initial Lexmark

Offer.

Lexmark International Technology was allowed to

conduct a limited confirmatory due diligence investi-

gation prior to the announcement of the Initial Lexmark

Offer. Lexmark International Technology did not receive

any non-public price-sensitive information through such

due diligence investigation. No such due diligence

process has been conducted by Lexmark International

Technology after the announcement of the Initial Lex-

mark Offer.

In its press release, Lexmark International Technol-

ogy informs that it has acquired shares in ReadSoft cor-

responding to approximately 5.3 percent of the shares

and 3.9 percent of the votes in the Company.

The founders of ReadSoft, Lars Appelstål and Jan

Andersson, representing in aggregate 22.9 percent of

the shares and 42.9 percent of the votes in ReadSoft1,

personally and via holding companies, have undertak-

en to accept the New Offer. It has been stated that the

undertakings will lapse in the event that the New Offer

has lapsed or been withdrawn or has not been declared

unconditional by the date that is 100 calendar days from

the later of Lexmark International Technology’s an-

nouncement of the New Offer or the announcement of

a revised offer from Lexmark International Technology

that matches or exceeds a competing offer to acquire all

the shares of ReadSoft.

Lars Appelstål and Jan Andersson, also members of

the Board, have due to conflict of interest based on the

above described undertakings, not participated in the

Board’s handling of or resolutions regarding the Initial

Lexmark Offer or the New Offer.

The Company has entered into a transaction agree-

ment with Lexmark International Technology regarding

the New Offer, which will be disclosed in its entirety in

Lexmark International Technology’s offer document.

The agreement has substantially the same terms and

conditions as the transaction agreement entered into

by and between the Company and Lexmark Interna-

tional Technology on 5 May 2014, which was disclosed

in the offer document to the Initial Lexmark Offer made

available on 21 May 2014. The agreement includes inter

alia a provision that the Company shall not conduct dis-

cussions or negotiate with any other party regarding a

competing offer or otherwise support such offer unless

this represents at least 7 percent higher value for the

shareholders than the New Offer or a revised offer from

Lexmark International Technology.

The Board of Directors’ Recommendation The Board’s opinion of the New Offer is based on a joint

assessment of a number of factors that the Board has

considered relevant in relation to the evaluation of the

New Offer. These factors include, but are not limited to,

the Company’s present position, the expected future

development of the Company and thereto related possi-

bilities and risks.

The Board concludes that the New Offer price en-

tails a substantial premium compared to both ReadSoft’s

volume-weighted average share price on NASDAQ

OMX Stockholm during the last three months and com-

pared to the closing price per share on NASDAQ OMX

Stockholm on 5 May 2014 ( just prior to the launch of the

Initial Lexmark Offer) but also compared to the closing

price on 11 July 2014.

In its evaluation of the New Offer, the Board also

takes into account that shareholders representing 22.9

percent of the shares and 42.9 percent of the votes1

have undertaken to accept the New Offer.

Under the Takeover Rules, the Board of Directors

shall also, based on what Lexmark International Tech-

nology has expressed in its announcement of the New

Offer, present its views on the impact the completion of

the New Offer may have on ReadSoft, especially regard-

ing employment, and its views on Lexmark International

Technology’s strategic plans for ReadSoft and the

impact these could be expected to have on employment

and on ReadSoft’s business locations. Based on what

1 Based on 30,686,744 shares, being the number of currently outstanding shares, excluding the 2,540,696 shares held by the Company.

8

Lexmark International Technology has stated in the

press release relating to the New Offer regarding the

impact that the implementation of the New Offer would

have on ReadSoft, in particular in respect of the terms

and places of employment for Readsoft’s employees,

the Board does not see that the New Offer would

reasonably result in any major changes or have any sub-

stantial near term consequences for the employment or

for the places where ReadSoft carries out its operations.

Based on the above, the Board of Directors unani-

mously recommends ReadSoft’s shareholders to accept

Lexmark International Technology’s New Offer of SEK

50.00 per share in the Company.

As part of the Board’s evaluation of the New Offer,

the Board has engaged Evli Corporate Finance as

financial advisors and Mannheimer Swartling as legal

advisors.

This statement shall in all aspects be governed

by and interpreted in accordance with Swedish law.

Any disputes relating to or arising in connection with

this statement shall be settled exclusively by Swedish

courts.

For further information, please contact:Göran E Larsson,

Chairman of the Board of Directors of ReadSoft AB

Accessed via Johan Holmqvist,

Vice President Corporate Communications at ReadSoft AB

E-mail: johan.holmqvist@readsoft.com

Telephone: +46 (0)42 491 21 98 or +46 (0)708 37 66 77

ReadSoft AB (publ)

Södra Kyrkogatan 4

SE-252 23 Helsingborg, Sweden

Company registration number: 556398-1066

Telephone: +46 (0)42 490 21 00

www.readsoft.com

The information provided herein is such that Read­

Soft AB (publ) is obligated to disclose pursuant to the

Swedish Securities Markets Act (SFS 2007:528) and/

or the Swedish Financial Instruments Trading Act (SFS

1991:980). The information was submitted for publication

at 08:10 AM CET on July 14, 2014.

The English text is an unofficial translation of the Swed­

ish original and in case of any discrepancies between

the Swedish text and the English translation, the Swed­

ish text shall prevail.

9

ConsiderationLexmark International Technology offers SEK 55.50 in

cash per share in ReadSoft, irrespective of share class.1

In the event that ReadSoft should pay any dividend or

make any other value transfer prior to the settlement

of the Offer, the price per share in the Offer will be

reduced correspondingly.

The Offer does not include the convertibles issued

in May 2011, October 2011, April 2012 and April 2013

as part of ReadSoft’s incentive program for employees.

Outside of the Offer, Lexmark International Technology

will offer the participants in the program a reasonable

treatment with respect to their holdings.2 Convertibles

held by ReadSoft’s wholly owned subsidiary ReadSoft

Financial AB, will not be included in the Offer and will

not be handled outside the Offer.

No commissionNo commission will be charged in connection with the

Offer.

Conditions for the OfferCompletion of the Offer is conditional upon:

1. the Offer being accepted to such an extent that Lex-

mark International Technology becomes the owner

of shares representing more than 90 per cent of the

shares in ReadSoft on a fully diluted basis;

2. no other party announcing an offer to acquire shares

in ReadSoft on terms that are more favorable to the

shareholders of ReadSoft than those of the Offer;

3. neither the Offer nor the acquisition of ReadSoft

being rendered wholly or partially impossible or sig-

nificantly impeded as a result of legislation or other

regulation, any decision of court or public authority,

or any similar circumstance, which is actual or can

reasonably be anticipated, and which Lexmark

International Technology could not reasonably have

foreseen at the time of announcement of the Offer;

4. no circumstances, which Lexmark International

Technology did not have knowledge of at the time

of announcement of the Offer, having occurred that

have or can be expected to have a material adverse

effect upon the Company’s sales, results, liquidity,

solidity, equity or assets;

5. no information made public by ReadSoft or dis-

closed by ReadSoft to Lexmark International Tech-

nology being inaccurate, incomplete or misleading

in any material respects, and ReadSoft having made

public all information which should have been made

public; and

6. ReadSoft not taking any measures that are likely to

impair the prerequisites for making or implementing

the Offer.

Lexmark International Technology reserves the right to

withdraw the Offer in the event that it can be estab-

lished that any of the above conditions is not satisfied

or cannot be satisfied. However, with regard to condi-

tions 2–6, the Offer may only be withdrawn where the

non-satisfaction of such condition is of material impor-

tance to Lexmark International Technology’s acquisition

of ReadSoft or if otherwise approved by the Swedish

Securities Council.

Terms, conditions and instructions

1 Based on 30,686,744 shares, being the number of currently outstanding shares, excluding the 2,540,696 shares held by the Company.2 The convertible holders in series 2011/2014 will be offered SEK 55.41 in cash per each nominal convertible amount of SEK 19.50.

By example, a holder of convertibles corresponding to a nominal amount of SEK 10,000 will be offered a consideration of approximately SEK.28,415. The convertible holders in series 2011/2015 will be offered SEK 54.60 in cash per each nominal convertible amount of SEK 22.50. By example, a holder of convertibles corresponding to a nominal amount of SEK 10,000 will be offered a consideration of approximately SEK 24,267. The convertible holders in series 2012/2015 will be offered SEK 54.28 in cash per each nominal convertible amount of SEK 24.50. By example, a holder of convertibles corresponding to a nominal amount of SEK 10,000 will be offered a consideration of approximately SEK. The convertible holders in series 2013/2016 will be offered SEK 54.26 in cash per each nominal convertible amount of SEK 34.00. By example, a holder of convertibles corresponding to a nominal amount of SEK 10,000 will be offered a consideration of approximately SEK 15,959.

10

Lexmark International Technology reserves the right

to waive, in whole or in part, one, several or all of the

conditions above, including, with respect to condition 1,

to complete the Offer at a lower level of acceptance.

Lexmark International Technology announced on 10

June 2014 that it had received the necessary competi-

tion clearance for completion of the Initial Offer from the

relevant competition authorities. In respect of the Offer,

no new competition clearance is needed. The Offer is

therefore not conditional upon necessary clearance

from relevant competition authorities.

AcceptanceShareholders in ReadSoft whose holdings are directly

registered with Euroclear Sweden AB (“Euroclear Swe-

den”) (the Swedish Central Securities Depository and

Clearing Organisation) and who wish to accept the Offer

must during the period beginning 8 August 2014 up to

and including 29 August 2014 at 15:00 CET, sign and

submit a duly completed acceptance form to:

DNB Bank ASA, Sweden branch

Securities Services & Custody, plan 6

SE-105 88 Stockholm

Sweden

The acceptance form may also be submitted by fax to

number: +46 (8) 473 45 81

The acceptance form must be mailed, advisably

through the attached return envelope, in sufficient time

prior to the final day of the acceptance period so as to

be received by DNB Bank ASA, filial Sverige (“DNB”)

no later than 15.00 (CET) on 29 August 2014.

The acceptance form may also be delivered to bank

offices or to other securities institutions in Sweden to be

forwarded to DNB.

The offer document and acceptance form will be

sent to shareholders whose holdings in ReadSoft were

directly registered with Euroclear Sweden on

6 August 2014. VP account number and details of cur-

rent holdings of shares will be provided on the pre-print-

ed acceptance form. All shareholders should verify that

the pre-printed information on the acceptance form is

correct.

Please note that incomplete or incorrectly complet-

ed acceptance forms may be disregarded.

Shareholders of ReadSoft accepting the Offer autho-

rize and direct DNB to deliver their shares in ReadSoft

to Lexmark International Technology in accordance with

the terms and conditions for the Offer.

Offer document and acceptance formThe offer document and acceptance form can be ob-

tained from DNB by calling +46 (8) 473 45 40 or sending

an e-mail to emissioner@dnb.se. The offer document

and acceptance forms are also available on the follow-

ing websites:

• DNB’s website (www. dnb.se),

• the information website (www. Lexmarkinfo.se) and

• the SFSA’s website (www.fi.se) (offer document only).

Nominee-registered holdingsShareholders of ReadSoft whose holdings are regis-

tered in the name of a nominee, i.e. a bank or other

nominee, will not receive the offer document or a

pre-printed acceptance form. Such shareholders are

instead requested to contact their nominee in order to

obtain a copy of the offer document. Acceptance must

be made in accordance with instructions received from

the nominee.

Pledged sharesIf shares in ReadSoft are pledged in the Euroclear

Sweden system, both the shareholder and the pledgee

must sign the acceptance form and confirm that the

pledge will be terminated should the Offer be complet-

ed. The pledge over the relevant shares in ReadSoft

must be de-registered in the Euroclear Sweden system

at the time of delivery of shares to Lexmark International

Technology.

Acknowledgement of acceptanceAfter the duly completed acceptance form has been re-

ceived and registered, the shares will be transferred to a

newly opened, blocked VP account (a non-cash transfer

account) (Sw. apportkonto) in each owner’s name. In

connection therewith, Euroclear Sweden will send a

statement (“VP statement”) showing the withdrawal of

the shares in ReadSoft from the original VP account.

SettlementSettlement will begin as soon as Lexmark International

Technology has announced that the conditions for the

Offer have been satisfied or that Lexmark International

Technology has otherwise resolved to complete the

Offer. Assuming that such an announcement is made

no later than around 2 September 2014, settlement is

expected to be initiated around 5 September 2014.

Settlement of the Offer will be arranged by distri-

bution of settlement notes to those who have accepted

the Offer. The consideration under the Offer will be

11

credited to the deposit account linked to the sharehold-

er’s VP account in which the shares in ReadSoft were

registered. Where shareholders of ReadSoft do not

have a deposit account linked to their VP account, or if

the account is defective, or whose deposit account is a

bank giro or postal giro account, payment will be made

in accordance with separate agreement. In conjunction

with the settlement of the Offer, the shares in ReadSoft

will be withdrawn from the blocked VP account, which

is then closed. No VP statement will be sent out in con-

junction hereto.

If the shares are registered in the name of a nomi-

nee, the settlement note will be sent to the nominee.

Note that, even if the shares in ReadSoft are

pledged, payment will be made to the deposit account

or in accordance with instructions on the dispatched

transaction note.

Right to extend the Offer etc.The acceptance period runs from 8 August 2014 up to

and including 29 August 2014. Lexmark International

Technology reserves the right to extend the acceptance

period for the Offer, as well as the right to postpone

settlement. A notice of any such extension or post-

ponement will be announced by Lexmark International

Technology by means of a press release in accordance

with applicable rules and regulations.

Right to withdraw acceptancesShareholders of ReadSoft have the right to withdraw

their acceptance of the Offer. To be valid, such with-

drawal must have been received in writing by DNB (at

the address provided above) before Lexmark Interna-

tional Technology has announced that the conditions for

the Offer have been satisfied, or if such announcement

has not been made during the acceptance period, not

later than 15.00 (CET) on the last day of the acceptance

period. Shareholders of ReadSoft holding nominee-reg-

istered shares wishing to withdraw acceptance shall do

so in accordance with instructions from the nominee. If

any conditions for the Offer which Lexmark International

Technology may waive remain during an extension of

the Offer, the right to withdraw acceptances will apply

in the same manner throughout such extension of the

Offer.

Compulsory redemption and de-listingAs soon as possible after Lexmark International Tech-

nology becomes the owner of shares representing more

than 90 per cent of the outstanding shares in ReadSoft,

Lexmark International Technology intends to commence

a compulsory acquisition procedure under the Swedish

Companies Act (Sw. aktiebolagslagen (2005:551)) to

acquire all remaining shares in ReadSoft. In connection

therewith, Lexmark International Technology intends to

promote a de-listing of the Company’s class B shares

from NASDAQ OMX Stockholm.

Other informationDNB acts as settlement agent in relation to the Offer,

which means that it performs certain administrative

services relating to the Offer. This does not mean that

a person who accepts the Offer (the “Participant”) will

be automatically regarded as a customer of DNB. A

participant will be regarded as a customer only if DNB

has provided advice to the Participant or has other-

wise contacted the Participant personally regarding

the Offer, or if the Participant has accepted the Offer

via DNB’s branches, Internet bank or telephone bank.

If the Participant is not regarded as a customer, the

rules regarding protection of investors pursuant to the

Swedish Securities Market Act (Sw. lag (2007:528) om

värdepappersmarknaden) will not be applicable to the

acceptance. This means, inter alia, that neither custom-

er categorization nor the appropriateness test will be

performed with respect to the Offer. Each participant is

therefore responsible for ensuring that it has sufficient

experience and knowledge to understand the risks

associated with the Offer.

Questions regarding the OfferFor questions regarding the Offer, please contact DNB

on telephone number: +46 (8) 473 45 40. Information is

also available on DNB’s website www.dnb.se and the

information website www.lexmarkinfo.se.

12

Lexmark International Technology S.A. is a joint stock

company incorporated in Switzerland, registered under

number CH - 660.1.169.996 (Trade Register Geneva),

with registered seat at Meyrin, Canton Geneva, with

the principal office at Batiment ICC – Bloc D 20, Route

de Pre-Bois, Genève 15, 1215, Switzerland. Lexmark

International Technology is a wholly-owned subsidiary

of Lexmark.

Lexmark is a Delaware corporation and was formed

in 1991. In 1995, Lexmark International completed its

initial public offering and trades on the New York Stock

Exchange under the symbol “LXK.” In 2013, Lexmark

had sales over $3.6 billion, did business in over 170

countries and employs approximately 12,000 people

world-wide. Lexmark’s cash balance as of December 31,

2013 is in excess of $1 billion.

Lexmark makes it easier for businesses of all sizes

to improve their business processes by enabling them

to capture, manage and access critical unstructured

business information in the context of their business

processes while speeding the movement and man-

agement of information between the paper and digital

worlds. Since its inception in 1991, Lexmark has become

a leading developer, manufacturer and supplier of print-

ing, imaging, device management, managed print ser-

vices (“MPS”), document workflow and, more recently,

business process and content management solutions.

Lexmark operates in the office printing and imaging, en-

terprise content management (“ECM”), business process

management (“BPM”), document output management

(“DOM”), intelligent data capture and search software

markets. Lexmark’s products include laser printers and

multifunction devices, dot matrix printers and the asso-

ciated supplies/solutions/services, as well as ECM, BPM,

DOM, intelligent data capture, search and web-based

document imaging and workflow software solutions

and services. Lexmark develops and owns most of the

technology for its printing and imaging products and

its software related to MPS and content and process

management solutions.

Since 2010 Lexmark has been investing in ECM,

BPM, intelligent data capture and search software

markets. The Company acquired Perceptive Software,

Inc. (“Perceptive Software”), a leading provider of ECM

software and document workflow solutions in 2010.

Since the acquisition of Perceptive Software, Lexmark

has made nine additional software acquisitions as Lex-

mark continues the transition from a hardware-centric

company to a solutions company providing end-to-end

solutions that allow customers to bridge the paper and

digital worlds and the unstructured and structured con-

tent/process worlds.

Lexmark International Technology operates Lex-

mark’s and Perceptive Softwares’s business outside

North America.

Financing of the OfferLexmark International Technology is not dependent on

external financing for the Offer. Lexmark International

Technology will finance the Offer with available funds.

Accordingly, the completion of the Offer is not condi-

tional upon any financing being obtained. Lexmark has

unconditionally and irrevocably guaranteed the due

performance of e.g. Lexmark International Technology’s

payment obligations towards the shareholders of Read-

Soft pursuant to the Offer (if completed).

Information on Lexmark International Technology and financing of the Offer

13

The following is a summary description of ReadSoft. The

information given in this description is, unless otherwise

stated, based on publicly available information primar­

ily gathered from ReadSoft’s website and the annual

report 2013, and has been reviewed by the Board of

Directors of ReadSoft (see section “Statement by the

Board of Directors of ReadSoft” on page 48).

GeneralBusiness overviewReadSoft develops and markets software that provides

companies with complete solutions for document auto-

mation and data processing. Through ReadSoft’s tech-

nology, data from the web, e-mails, faxes and paper can

be collected, interpreted, processed and presented in

a uniform format in the customer’s enterprise resource

planning system. The products are developed in-house

and marketed internationally in about 70 countries

through subsidiaries and partners. The parent company

of the ReadSoft company group, ReadSoft AB, admin-

isters and develops wholly owned operating subsidiar-

ies and conducts sales in markets where no company

subsidiaries have been established. A substantial part

of the development and maintenance of new and exist-

ing products and applications is also carried out by the

Parent Company.

ReadSoft employs approximately 600 persons, of

which 125 are engaged in production and development,

and 160 are engaged in support and sales. ReadSoft’s

headquarters are located in Helsingborg, Sweden.

Overview of ReadSoft’s productsReadSoft offers one of the most advanced applications

in the market for business document process automation

and is a leader in automated invoice processing. The

applications can process a multitude of financial business

processes and be integrated with all leading business

management systems, including SAP and ORACLE.

Cloud-based applications have been offered since

2011 and in 2013, ReadSoft launched a new suite of

mobile apps for business process automation and man-

agement for iOS, BlackBerry, Android and Windows 8

mobile operating systems.

ReadSoft’s software applications help companies

automate their document processes and the business

applications make it possible to retrieve, access, pro-

cess, manage and review business-critical document

data from a single platform.

The applications extract information from business

documents such as invoices, forms, insurance claims

and sales orders, whether in electronic form or on

paper. The extracted information is used for automatic

classification, to match the information against ERP

systems and in approval flows. The entire process chain

is automated, for example from purchase to payment,

order to cash. ReadSoft’s solution for automated invoice

processing is world leading.

As ReadSoft’s applications can process all types of

media, whether digital or physical paper documents,

they are ready for the shift toward an increasingly

paperless society. ReadSoft has developed competitive

solutions to ensure the traceability of documents and

to easily produce relevant statistics, which means that

ReadSoft’s applications also meet increasing demands

for regulation and control. Growing interest in cloud

services, increased mobility and the gradual transition

to e-invoices have further strengthened ReadSoft’s

position.

As business process automation becomes increas-

ingly important as a strategic function, large compa-

nies, in particular, are seeking global suppliers with the

resources to deliver comprehensive solutions with high

capacity. ReadSoft’s worldwide presence, with subsid-

iaries in 17 countries and partners in an additional 70,

means that ReadSoft can offer full support during both

installation and operation.

ReadSoft’s applications are based on five building

blocks:

u The applications design an automated information

flow that is fully integrated with the transaction

system. This enables an efficient data flow based on

best practices without the need for any IT experience.

The applications can be fully integrated with all ERP

systems.

Information on ReadSoft

14

u The applications extract business-critical data from

all sources and convert it into information that the

organization’s systems can process. They effectively

transform data, regardless of format, into streamlined

information and electronic data that can be directly

processed by the various target systems. They also

include a self-learning technology for data extraction.

u The applications automate a multitude of business

processes and move business-critical information to

the next step of the business process without requir-

ing human intervention.

u The applications help to improve process perfor-

mance and provide real-time key figures to enable

more informed and proactive business decisions.

They identify process bottlenecks and continuously

improve performance.

u The applications control and monitor multiple busi-

ness processes from start to finish. The applications

manage a multitude of business processes based on

the same scalable platform. All authorized personnel

can access process data at any time, regardless of

equipment – both on-premise, or via the cloud.

Revenue streams License sales. Customers that choose to install an

application in their own system pay a non-recurring

cost based on the estimated number of documents

to be processed annually. If the volume increases, an

additional fee will be charged. Customers can also lease

the applications. The lease includes license costs and

support and maintenance contracts. Customers that use

cloud-based applications pay an ongoing subscription

fee based on the number of documents processed.

Cloud services include support and ongoing updates.

Consulting services. Customers that choose on-premise

installation of our applications usually also purchase our

services for customization, integration and training.

Support and maintenance contracts. Customers that

purchase a license sign a support and maintenance con-

tract. The contract gives them new software upgrades

and telephone support. The contract is mandatory for

the first year and then renewed annually. Customers

are also offered three levels of support depending on

their needs. Standard is intended for local businesses,

Expanded for businesses with short lead times and

Business-critical provides customized support around

the clock, five days per week.

Hardware. In order to offer the customers a function-

ally complete solution, ReadSoft also sells third-party

products – especially scanners, for scanning paper

documents into the automated system.

ReadSoft generally strives to increase its proportion

of recurring revenue in the form of leases, maintenance

and support contracts and cloud-service subscriptions.

The objective is that more than 65 percent of ReadSoft’s

future revenue should be of a recurring nature.

Delivery modelsReadSoft’s solutions are usually deployed in two differ-

ent ways. Either on-premise or via the cloud. Hybrid ver-

sions also exist, where part of the solution is deployed

on-premise and other parts via the cloud.

Sales channelsDirect to end customers. Sales to large local business-

es, international corporations and document-intensive

companies in the Business Process Outsourcing (BPO)

industry are conducted through ReadSoft’s own global

sales organization.

Via partners. Sales to small and medium-sized business

are conducted in partnership with about 350 partners

worldwide. They hold a strong position in their local

markets and use both ReadSoft’s applications and cloud

solutions in their proprietary products.

Customer structureLarge, document-intensive businesses use ReadSoft’s

applications for the leading ERP systems ORACLE and

SAP. Medium-sized businesses benefit from the appli-

cations as part of the systems offered by our partners.

Smaller businesses use cloud-based applications either

through partners or as an integral part of their ERP sys-

tems. ReadSoft’s customers can be found all over the

world and are active in most industries.

Business goals and strategyReadSoft’s vision is to be a leading provider of applica-

tions for automating business processes. This means

that ReadSoft will develop the best technological and

user-friendly solutions as well as provide the functional-

ity demanded by the market and deliver its solutions in

an efficient and effective manner. ReadSoft will also fol-

low, support and develop its customers to ensure they

can always achieve maximum value from the products.

15

ReadSoft intends to continue to grow organically,

such as through existing customer base. ReadSoft is

also seeking new sales channels, integrating more

products based on the existing product portfolio and

developing new functions. In parallel, ReadSoft is work-

ing to expand and deepen the partner sales. This makes

it possible to increase the volume of sales to small and

medium-sized businesses, in particular, without needing

to tie-up major personnel resources. ReadSoft’s long-

term ambition is that its partners will account for about

50 percent of the total license sales. ReadSoft is scan-

ning the market to identify potential strategic partner-

ships and acquisitions. In the past two years, ReadSoft

has acquired two companies (Expert Systems and foxray

AG, and its XBOUND platform). Both acquisitions have

made a positive contribution to our growth.

ReadSoft has held a leading position in automated

invoice processing since the company’s formation. The

strategy for maintaining this position is to focus on in-

novation and development, but also to create new solu-

tions by integrating existing products. Another of Read-

Soft’s strength is the ability to offer a complete solution

for the customer’s entire business process. The breadth

of the offering is a competitive advantage. ReadSoft is

also working to enhance reliability, improve our support,

streamline implementation and increase precision. The

intention is that ReadSoft shall offer the best customer

experience as well as technological excellence.

To maintain the leading position, ReadSoft will

continue to develop its solutions. Partly by focusing on

the niche areas, such as document understanding and

system integration, but also by integrating existing prod-

ucts and developing new functions that further improve

efficiency for the customers. ReadSoft intends to contin-

ue to develop and broaden its cloud services. ReadSoft

Online is currently the fastest-growing segment in the

company. Due to ReadSoft’s long experience in docu-

ment automation and large customer base, ReadSoft

also is an attractive partner for other companies that

develop cloud services.

ReadSoft will continue to focus on improved mar-

gins, including the development of new payment mod-

els for future revenue. ReadSoft has a strong position in

a market that is undergoing a technological paradigm

shift.

16

The following information regarding ReadSoft has been

extracted from the audited annual reports for 2013,

2012 and 2011, as well as from the unaudited report for

the period 1 January 2014 – 30 June 2014.

ReadSoft’s consolidated financial statements have been

prepared in accordance with International Financial Re-

porting Standards (IFRS), including the International Ac-

counting Standards (IAS) and the interpretations issued

by the IFRS Interpretations Committee, which have been

approved by the European Commission for application

within the EU. The Swedish Financial Reporting Board’s

recommendation RFR 1, Supplementary accounting

rules for Groups, has been applied.

ReadSoft’s report for the period 1 January 2014 – 30

June 2014 has been prepared in accordance with IAS 34

(Interim Financial Reporting) and according to the Annu-

al Accounts Act. ReadSoft applies the Annual Accounts

Act and recommendation RFR 2, Reporting for legal

entities, of the Swedish Financial Reporting Board.

Audited annual accounts reports for ReadSoft are

available on the Company’s website (www.readsoft.se).

The report for the period 1 January 2014 – 30 June

2014, which is included on pages 32–47, has not been

reviewed by the Company’s auditor.

Complete information on the Company’s financial

development and financial position is available in the

annual reports for 2011 – 2013 as well as the unaudited

report for the period 1 January 2014 – 30 June 2014.

Figures stated in this section ReadSoft’s financial infor-

mation in summary are rounded to million SEK whereas

the calculations are performed using an extended set of

decimals. Percentages are displayed with one decimal

and are also rounded. Some calculations may appear to

sum incorrectly due to rounding.

ReadSoft’s financial information in summary

17

Summary consolidated income statement

SEK million 2011 2012 2013Jan–Jun

2013Jan–Jun

2014Jul 13 - Jun 14

Revenues 663 782 761 354 386 794

Capitalised expenditure for software 53 62 66 33 34 67

716 843 827 387 420 861

COGS (42) (74) (58) (27) (31) (62)

Personnel costs (411) (478) (513) (256) (271 (528)

Other external costs (138) (166) (172) (85) (83) (171)

Other operating expense/income (0) (2) (1) 1 1 (2)

Share of profit/loss in associated comp. 2 1 2 1 0 1

Depreciation/Amortization (50) (59) (73) (33) (40) (80)

EBIT 78 66 13 (13) (5) 21

Net financials 2 (2) (4) (1) (1) (4)

EBT 80 63 9 (14) (6) 17

Tax (21) (16) (6) 4 (2) (11)

Net profit 59 48 4 (11) (8) 6

Growth %1 7.2% 17.9% (2.6%) (1.5%) 9.2% 4.3%

EBIT margin1 11.7% 8.4% 1.7% (3.6%) (1.2%) 2.6%

FTEs 482 564 612 619 634 634

Personnel costs/FTE, SEK thousand1 852 847 838 413 428 833

In % of revenue1

COGS1 6.4% 9.4% 7.6% 7.7% 8.1% 7.8%

Personnel costs1 61.9% 61.1% 67.3% 72.4% 70.2% 66.5%

Other external costs1 20.7% 21.3% 22.6% 24.0% 21.6% 21.5%

Source: Annual report 2011, 2012 and 2013 and Quarterly report Jan–Jun 2014.

1 Not included in the audited part of the Annual reports and Quarterly report, respectively.

18

Summary consolidated balance sheet

SEK million31 Dec

2011 31 Dec

2012 31 Dec

2013 31 Jun

2014

Intangible fixed assets 176 250 306 306

Tangible fixed assets 17 16 14 17

Financial assets 55 58 73 77

Fixed assets 248 325 394 399

Inventory 1 3 3 N/A

Account receivables 230 295 279 252

Other short term receivables 4 6 5 N/A

Financial derivate 2 1 – –

Current tax receivables 6 7 8 N/A

Cash 157 113 60 87

Prepaid costs annual support contracts 23 22 20 N/A

Prepaid expenses 19 19 23 N/A

Accrued income 17 19 35 N/A

Current assets1 459 485 433 415

Total assets 707 810 827 814

Equity 324 361 351 326

Long term debt 51 75 70 71

Convertible loans 1 3 6 N/A

Short term financial debt – 3 9 N/A

Bank overdraft – – 18 N/A

Accounts payable 17 29 21 27

Current tax liability 10 15 6 N/A

Other current liabilities 29 30 32 N/A

Financial derivate – 1 N/A

Prepaid revenue annual support contracts 190 196 190 N/A

Accrued expenses 86 94 113 N/A

Provisions – 5 10 N/A

Current liabilities2 332 374 406 417

Total equity and liabilities 707 810 827 814

Source: Annual report 2011, 2012 and 2013 and Quarterly report Jan–Jun 2014.

1 30 Jun 2014 includes other short term receivables amounting to approx. SEK 92,000,000.2 30 Jun 2014 includes other short term debts amounting to approx. SEK 391,000,000.

19

Summary consolidated cash flow statements

SEK million 2011 2012 2013Jan–Jun

2013Jan–Jun

20114

Operating profit before financial items 78 66 13 N/A N/A

Depreciation/amortizations 50 59 73 N/A N/A

Other non-cash items 0 1 (5) N/A N/A

Financial net 2 (2) (4) N/A N/A

Income tax paid/received (8) (8) (20) N/A N/A

Cash flow from operations before NC adj. 122 115 57 2 32

Increase/decrease in inventory 0 (2) (0) 39 48

Increase/decrease in current receivables (19) (66) (4)

Increase/decrease in current liabilities 23 28 20

Cash flow from operations 126 75 73 62 73

Investments in intangible assets (56) (62) (70) N/A N/A

Investments in tangible assets (7) (7) (6) N/A N/A

Acquisitions of subsidiaries – (19) (24) N/A N/A

Increase/decrease long term receivables 6 0 (0) N/A N/A

Cash flow from investments (57) (87) (100) (60) (42)

Loans raised 16 6 8 N/A N/A

Amortization of liabilities (6) (21) (16) N/A N/A

Sale of treasury shares 1 N/A N/A

Paid dividends to shareholders (7) (15) (18) N/A N/A

Cash flow from financing 4 (31) (26) (26) (20)

Total cash flow 73 (43) (53) (24) 11

Cash and bank at start of the year 83 157 113 113 60

Cash and bank at year-end 157 114 61 89 71

Source: Annual report 2011, 2012 and 2013 and Quarterly report Jan–Mar 2014.

20

Data per share, consolidated

2011 2012 2013

Number of shares at end of period 32,679,940 32,903,940 33,144,440

Number of shares at end of period, excluding repurchased shares 29,876,780 30,363,244 30,603,744

Average number of shares, excluding repurchased shares 29,651,280 30,280,077 30,601,494

Equity per share, SEK 10.9 11.9 11.5

Equity per share, after full dilution, SEK 10.6 11.4 11.0

Profit after financial items per share, SEK 2.7 2.1 0.3

Profit after financial items per share, after full dilution, SEK 2.6 2.0 0.3

Profit after tax per share, SEK 2.0 1.6 0.1

Profit after tax per share, after full dilution, SEK 1.9 1.5 0.1

Cash flow from operating activities per share, SEK 4.3 2.5 2.4

Cash flow per share, SEK 2.5 (1.4) (1.7)

Share price at year-end, SEK 18.7 21.5 19.8

P/E ratio 9.5 13.7 180.0

Source: Annual report 2011, 2012 and 2013

21

Key financial ratios

SEK million 2011 2012 2013

Total capital 707.0 809.8 827.3

Capital employed 344.1 397.5 412.4

Equity 324.1 360.9 351.2

Return on total capital, % 12.3 8.9 1.7

Return on capital employed, % 25.8 18.2 3.4

Return on equity, % 19.8 13.9 1.0

Operating margin (EBITDA), % 11.2 8.1 2.6

Operating margin, % 11.7 8.4 1.7

Profit margin after financial items, % 12.0 8.1 1.2

Profit margin after tax, % 8.8 6.1 0.5

Current ratio, times 1.4 1.3 1.1

Acid-test ratio, multiple 1.4 1.3 1.1

Equity/assets ratio, % 45.8 44.6 42.4

Debt/equity ratio, multiple 0.1 0.1 0.2

Net debt/equity ratio, multiple (0.4) (0.2) 0.0

Net interest-bearing liabilities (136.5) (76.9) 0.8

Percentage of risk-bearing capital, % 44.3 43.5 40.3

Interest-coverage ratio, multiple 65.9 15.7 3.1

Operating profit as a percentage of sales, % (4.5) (0.4) (4.3)

Capital turnover rate, multiple 1.0 1.0 0.9

Product development expenses 98.4 103.9 104.0

Product development expenses as percentage of total sales, % 14.8 13.3 13.7

Investments in tangible assets 6.9 6.6 7.3

Average number of employees 482 564 612

Number of employees at end of period 506 590 614

Sales per employee 1.4 1.4 1.2

Value added per employee 1.0 1.0 0.9

Salaries and remuneration excluding social security costs 306.5 358.5 382.7

Source: Annual report 2011, 2012 and 2013

22

Average number of shares before dilution Weighted average of the number of shares during the report period.

Average number of shares after dilution Weighted average of the number of shares during the report period, taking into account potential shares.

Acid-test ratio Current assets excluding inventories divided by current liabilities.

Capital employed Total assets less non-interest-bearing liabilities.

Capital turnover rate Net sales divided by average total assets.

Current ratio Current assets divided by current liabilities.

Debt/equity ratio Interest-bearing liabilities divided by equity.

Earnings per employee Profit/loss after depreciation plus payroll expenses divided by the average number of employees.

Earnings per share after dilution Net profit for the year taking into account the profit effect of potential shares divided by the average number of shares taking into account potential shares.

Earnings per share before dilution Net profit for the year divided by the average number of shares.

EBITDA Operating profit/loss before capitalization of costs for proprietary soft-ware development, depreciation, amortization, interest and tax.

EBITDA margin EBITDA as a percentage of total revenue.

Equity Equity includes 73.7 percent of untaxed reserves.

Equity/assets ratio Equity including untaxed reserves less tax as a percentage of total assets.

Equity per share after dilution The closing balance of shareholders' equity adjusted for the effect of potential shares divided by the number of shares at year-end taking into account repurchased shares and potential shares.

Equity per share before dilution The closing balance of shareholders' equity divided by the number of shares at year-end taking into account repurchased shares.

Free cash flow Cash flow from operating activities less net investments in intangible and tangible fixed assets plus divestments of intangible and tangible fixed assets.

Financial definitions

23

Interest-coverage ratio Profit/loss after financial items plus financial expenses divided by financial expenses.

Net debt/equity ratio Net interest-bearing liabilities divided by equity.

Net interest-bearing liabilities Interest-bearing liabilities minus interest bearing assets.

Operating cash flow Cash flow from operating activities, interest received and paid, and income tax paid less investment in intangible and tangible fixed assets plus divestments of intangible and tangible fixed assets.

Operating cash flow per share Operating cash flow divided by the average number of shares after dilution.

Operating margin Operating profit after depreciation as a percentage of net sales.

P/E ratio Share price in relation to earnings per share.

Percentage of risk-bearing capital The sum of equity and deferred tax (including minority participation) as a percentage of total assets.

Potential shares Shares added through the future exercise of warrants, convertible de-benture loans and employee stock options and which therefore have a dilution effect, i.e. where the discounted subscription price is lower than the stock's average market price during the report period.

Product development expenses Personnel costs, other external costs and depreciation related to personnel involved with research and development.

Profit margin Profit/loss after financial items as a percentage of net sales.

Return on capital employed Profit/loss after financial items plus financial expenses as a percent-age of average capital employed.

Return on equity Profit/loss after financial items less current tax as a percentage of average adjusted equity.

Return on total capital Return on total capital Profit/loss after financial items plus financial expenses as a percentage of average total assets.

Working capital Current assets less cash and cash equivalents and current liabilities.

24

The sharesReadSoft has issued to classes of shares, class A and

class B shares. Class A shares entitles to ten votes each,

and class B shares entitles to one vote each. All shares

carry equal rights to the company’s earnings and assets.

The class A shares are subject to a pre-emption clause

(Sw. hembud) in the articles of association of ReadSoft.

ReadSoft’s Class B shares are listed on NASDAQ

OMX Stockholm, Small Cap, under the symbol RSOF B,

with ISIN code SE0000479107.

Share capital developmentAs of the date of this offer document, the registered

share capital of ReadSoft amounts to SEK 3,322,744.00,

divided into 33,227,440 shares, out of which 1,194,480

are class A shares and 32,032,960 are class B shares,

each with a quota value of SEK 0.10.

Of the 33,227,440 outstanding shares, ReadSoft

holds 2,540,696 class B shares in treasury.

Share capital and ownership structure

Share capital development

Year TransactionNominal

value, SEKChange in share

capital, SEKTotal share

capital, SEK Shares addedTotal number

of shares

1991 Incorporation 100 50,000 50,000 500

1994 Stock dividend 100 250,000 300,000 2,500 3,000

1995 Stock dividend 100 200,000 500,000 2,000 5,000

1996 New share issue 100 50,000 550,000 500 5,500

1996 New share issue 100 22,000 572,000 220 5,720

1997 Split 100:1 1 0 572,000 566,280 572,000

1998 New share issue 1 43,942 615,942 43,942 615,942

1998 Non-cash issue 1 25,900 641,842 25,900 641,842

1999 Split 10:1 0.10 0 641,842 5,776,578 6,418,420

1999 Conversion of subordinated loan 0.10 28,600 670,442 286,000 6,704,420

1999 New share issue 0.10 115,000 785,442 1,150,000 7,854,420

1999 New share issue 0.10 150,000 935,442 1,500,000 9,354,420

2000 Stock dividend 0.10 1,870,884 2,806,326 18,708,840 28,063,260

2000 New share issue 0.10 100,000 2,906,326 1,000,000 29,063,260

2001 New share issue 0.10 140,351 3,046,677 1,403,509 30,466,769

2004 New share issue 0.10 42,500 3,089,177 425,000 30,891,769

2005 New share issue 0.10 36,717 3,125,894 367,171 31,258,940

2006 New share issue 0.10 122,900 3,248,794 1,229,000 32,487,940

2011 Conversion of convertible loan 0.10 19,200 3,267,994 192,000 32,679,940

2012 Conversion of convertible loan 0.10 22,400 3,290,394 224,000 32,903,940

2013 Conversion of convertible loan 0.10 24,050, 3,314,444 240,500 33,144,440

July 2014

Conversion of convertible loan 0.10 8,300 3,322,744 83,000 33,227,440

25

ReadSoft’s largest shareholders as of 30 June 2014As of 30 June 2014, the number of shareholders in

ReadSoft amounted to 3,161.1 The percentage of foreign

owners is estimated to 33.4 per cent of the share capital

and 26.7 per cent of the votes.1 The largest sharehold-

ers as of 30 June 2014 are set out below.

Shareholder Shares %2 Votes %2 A shares B shares

Jan Andersson 10.6 21.5 596,790 2,911,195

Lars Appelstål 10.6 21.5 596,790 2,911,195

Nordea Investment Funds 6.6 5.3 2,176,643

Goldman Sachs International Ltd 5.3 4.2 1,749,077

Öhman IT- Fond 3.9 3.1 1,300,000

JP Morgan Chase Bank 3.9 3.1 1,294,000

Swedbank Robur Fonder 3.5 2.8 1,153,640

Unionen 3.2 2.6 1,071,465

State Street Bank & Trust Com 3.2 2.6 1,056,567

Länsförsäkringar Fonder 2.8 2.2 916,085

Fjärde AP-Fonden 2.5 2.0 826,333

PSG Small Group 2.3 1.8 757,693

Others 34.1 27.3 900 11,285,371

Total external shareholders 92.3 100.0 1,194,480 29,409,264

ReadSoft AB 7.7 2 540 696

Total 100 100 1,194,480 31,949,960

Share price performanceThe chart below illustrates the share price performance

and turnover of the ReadSoft class B shares over the

12 past months prior to the announcement of the Offer

(13 July 2013 – 13 July 2014), compared with the OMX

Stockholm PI for the same period.

1 According to information on ReadSoft’s website.2 Percentage of shares is calculated based on total number of outstanding shares as per 30 June 2014, i.e. 33,144,440, and percentage of votes

is based on 30,603,744, being the number of outstanding shares as per said date, excluding the 2,540,696 shares held by the Company.

0

1,000

2,000

3,000

4,000

5,000

6,000

No. of shares traded, thousands per week

JULJUNMAYAPRMARFEBJANDECNOVOCTSEPAUGJUL

10

15

20

25

30

35

40

45

50

OMX Stockholm_PIReadsoft B

B share, Price, SEK Volume

Source:

26

Stock related incentive plansReadSoft currently has four series of outstanding con-

vertibles issued under incentive programs for manage-

ment and key executives: series 2011/2014 of nominal

value SEK 6,825,000; series 2011/2015 (managing direc-

tor) of nominal value SEK 9,000,000; series 2012/2015 of

nominal value SEK 8,575,000; and series 2013/2016 of

nominal value SEK 11,900,000, as further described below.

As set forth under section “The Offer to the share-

holders of ReadSoft”, the convertibles are not included

in the Offer. Lexmark International Technology will offer

the participants in the program a reasonable treatment

with respect to their holdings, outside the Offer.1 Con-

vertibles held by ReadSoft’s wholly owned subsidiary

ReadSoft Financial AB, will not be included in the Offer

and will not be handled outside the Offer.

Series 2011/2014The annual general meeting held in 2011 resolved to

implement an incentive program for employees in the

ReadSoft group, based on issuance of convertibles. The

Company issued 350,000 convertibles, out of which

327,000 were subscribed for by key employees and key

executives in the ReadSoft group. The remaining con-

vertibles were subscribed for by the Company’s wholly

owned subsidiary ReadSoft Financial AB, for potential

further subscription by new key employees and key

executives.

All convertibles have a term from 21 June 2011 until

15 December 2014, with a right of conversion during the

period 23 June 2014 until and including 28 November

2014. The conversion rate is SEK 19.50 per convertible.

Each convertible may be converted into one class B

share in the Company.

At full conversion the Company’s share capital will

increase with SEK 35,000 by issuance of 350,000 new

class B shares, each with a quotient value of SEK 0.10.

Excluding previous series of convertibles, this would

result in a dilution of approximately 1% of the share

capital and 0.8% of the votes. Per the day of this offer

document, 83,000 convertibles have been converted in

Series 2011/2014 to 83,000 class B shares.

Series 2011/2015 (managing director)The extraordinary general meeting held on 25 October

2011 resolved to implement an incentive program for

the managing director Per Åkerberg, based on issuance

of convertibles. The Company issued 400,000 con-

vertibles, which were subscribed for by the managing

director. All convertibles have a term from 12 December

2011 until 11 June 2015, with a right of conversion during

the period 12 December 2014 until and including 27 May

2015. The conversion rate is SEK 22.50 per convertible.

Each convertible may be converted into one class B

share in the Company.

At full conversion the Company’s share capital will

increase with SEK 40,000 by issuance of 400,000 new

class B shares, each with a quotient value of SEK 0.10.

Excluding previous series of convertibles, this would

result in a dilution of approximately 1.2% of the share

capital and 1.0% of the votes.

Series 2012/2015The annual general meeting held in 2012 resolved to

implement an incentive program for employees in the

ReadSoft group, based on issuance of convertibles. The

Company issued 350,000 convertibles, out of which

339,500 were subscribed for by key employees and key

executives in the ReadSoft group. The remaining con-

vertibles were subscribed for by the Company’s wholly

owned subsidiary ReadSoft Financial AB, for potential

further subscription by new key employees and key

executives.

All convertibles have a term from 14 June 2012 until

15 December 2015, with a right of conversion during the

period 15 June 2015 until and including 27 November

2015. The conversion rate is SEK 24.50 per convertible.

Each convertible may be converted into one class B

share in the Company.

At full conversion the Company’s share capital will

increase with SEK 35,000 by issuance of 350,000 new

class B shares, each with a quotient value of SEK 0.10.

Excluding previous series of convertibles, this would re-

sult in a dilution of approximately 1% of the share capital

and 0.8% of the votes.

Series 2013/2016The annual general meeting held in 2013 resolved to

implement an incentive program for employees in the

ReadSoft group, based on issuance of convertibles. The

Company issued 350,000 convertibles, out of which

344,000 were subscribed for by key employees and key

1 The convertible holders in series 2011/2014 will be offered SEK 55.41 in cash per each nominal convertible amount of SEK 19.50. By example, a holder of convertibles corresponding to a nominal amount of SEK 10,000 will be offered a consideration of approximately SEK.28,415. The convertible holders in series 2011/2015 will be offered SEK 54.60 in cash per each nominal convertible amount of SEK 22.50. By example, a holder of convertibles corresponding to a nominal amount of SEK 10,000 will be offered a consideration of approximately SEK 24,267. The convertible holders in series 2012/2015 will be offered SEK 54.28 in cash per each nominal convertible amount of SEK 24.50. By example, a holder of convertibles corresponding to a nominal amount of SEK 10,000 will be offered a consideration of approximately SEK. The convertible holders in series 2013/2016 will be offered SEK 54.26 in cash per each nominal convertible amount of SEK 34.00. By example, a holder of convertibles corresponding to a nominal amount of SEK 10,000 will be offered a consideration of approximately SEK 15,959.

27

executives in the ReadSoft group. The remaining con-

vertibles were subscribed for by the Company’s wholly

owned subsidiary ReadSoft Financial AB, for potential

further subscription by new key employees and key

executives.

All convertibles have a term from 13 June 2013 until

12 December 2016, with a right of conversion during the

period 14 June 2016 until and including 25 November

2016. The conversion rate is SEK 34 per convertible.

Each convertible may be converted into one class B

share in the Company.

At full conversion the Company’s share capital will

increase with SEK 35,000 by issuance of 350,000 new

class B shares, each with a quotient value of SEK 0.10.

Excluding previous series of convertibles, this would re-

sult in a dilution of approximately 1% of the share capital

and 0.8% of the votes.

Dividend policyReadSoft shall over a business cycle distribute at least

20 percent of the profit after tax to the shareholders by

distribution, redemption or corresponding measure.

Authorization to resolve on acquisition and divestment of own sharesThe annual general meeting held on 28 April 2014

resolved to authorize the Board of Directors to, for the

period until the next annual general meeting, on one or

several occasions, resolve on acquisition and divest-

ment of the Company’s own shares in accordance with

the below:

u Acquisition of own shares may only be made to the

extent that the Company’s holding of own shares at

each time does not exceed ten per cent of all shares

in the Company.

u Acquisitions of own shares may be made on NASDAQ

OMX Stockholm at the applicable purchase price at

the time of the acquisition.

u Divestment of own shares may only be made to the

extent that such shares at each time does not exceed

ten per cent of all shares in the Company.

u Divestment can be made with deviation from the

shareholders’ preferential rights both on NASDAQ

OMX Stockholm as well as to third parties in connec-

tion with a company of business acquisition.

u Payment for divested own shares shall be made in

cash, by contribution in kind or by set-off. Divestment

in connection with an acquisition of a company or

business, may be made at a market price estimated

by the Board of Directors.

The purpose of the authorization, is to give the Board of

Directors the possibility to amend the capital structure

of the Company and enable financing of acquisitions by

utilization of own shares.

Authorization to resolve on issuance of new sharesThe annual general meeting held on 28 April 2014 re-

solved to authorize the Board of Directors to, on one or

several occasions, for the period until the 2015 annual

general meeting, resolve to increase the share capital

by issuance of not more than 3,200,000 new class B

shares in accordance with the below:

u New class B shares can be issued with deviation from

the shareholders’ preferential right.

u The new class B shares shall be issued at market

terms and payment for new shares can be made

in by contribution in kind or by set-off or otherwise

on terms in accordance with Chapter 13 section 5

sub-section 1 item 6 of the Companies Act.

The reason for authorizing the Board of Directors to re-

solve on issuance of new class B shares with deviation

from the shareholders’ preferential right, is that financ-

ing may be required for future company or business

acquisitions against payment in shares and/or through

issuance of new share against contribution in kind.

Shareholder agreementsAccording to ReadSoft’s annual report for the financial

year 2013, the Company is not aware of any agreements

between larger shareholders of ReadSoft or between

larger shareholders and ReadSoft.

Material agreementsReadSoft’s annual report for the financial year 2013

does not mention any material agreements that the

Company is party to, which have could be affected,

amended or terminated if the control of the Company

would change as a result of a public offer.

Agreements between the Company, Board members or EmployeesAccording to ReadSoft’s annual report for the finan-

cial year 2013, there are no agreements between the

Company and Board members or employees that grants

severance payments in the event they terminate their

assignment/employment, if the assignment/employment

is terminated without just cause or if their assignment/

employment is terminated as a result of a public offer

regarding the shares in the Company.

28

GöRAN E LARSSONPosition: Chairman of the BoardElected: 1998, Chairman of the Board since 2000Citizenship: SwedishBorn: 1943Education: B.Sc. Engineering and B.Sc. Business Economics.Main Occupation: Active Board work.Other directorships: Chairman of the Board of Sagax (publ). Board member of Header Compression Sweden Hold-ing (publ) and Habia Cable.Work experience: President of Micronic Laser Systems, Standard Radio, Tid-ningarnas Telegrambyrå, Norstedts Tryckeri, Interforward, Ferag Inc. Chair-man of the Boards of QlikTech Interna-tional, Sandrew Metronome, Tolerans, Ferag Japan Ltd, Standard Radio, the Hildur Nordin Heritage Foundation and Aqeri Holding. Deputy chairman in Avega Group AB (publ).Holding in ReadSoft: 120,000 series B shares. Independent in relation to the company and management: Yes.Independent in relation to the company’s major shareholders: Yes.

ReadSoft’s Board of Directors, management and auditorBoard of Directors1

LENNART PIHLPosition: Board memberElected: 2001Citizenship: SwedishBorn: 1950Education: B.Sc. Business Economics, Lund University.Main Occupation: Senior Advisor and management consultant in his own company.Other directorships: Chairman of the Boards of Kinnarps, Green Cargo, Nordic Room Improvement and Bertex. Deputy Chairman of Heatex, Board member of Poolia and the Chamber of Commerce and Industry of Southern Sweden (Northwest Skåne).Work experience: President of Acrimo and Bong Ljungdahl.Holding in ReadSoft: 20,000 series B shares. Independent in relation to the company and management: Yes.Independent in relation to the company’s major shareholders: Yes.

LARS APPELSTåLPosition: Board memberElected: 1991Citizenship: SwedishBorn: 1959Education: B.Sc. Computer Engi-neering, Institute of Technology at Linköping University, Master of Sci-ence, Case Western Reserve University Cleveland, Ohio.Main Occupation: Chief Technology Officer (CTO) at ReadSoft.Other directorships: None.Work experience: Founder of Read-Soft, EVP R&D at ReadSoft, software developer at Norsk Data and consul-tant at Frontec.Holding in ReadSoft: 596,790 series A shares and 2,911,195 series B shares.Independent in relation to the company and management: No.Independent in relation to the company’s major shareholders: No.

PETER GILLEPosition: Board memberElected: 2009Citizenship: SwedishBorn: 1962Education: System Science (B.Sc.), Uppsala University, 1988, and Execu-tive MBA 2003 (Universities of Paris and Edinburgh).Main Occupation: President of neXus.Other directorships: A number of board assignments in neXus subsid-iaries.Work experience: Various executive positions in the Oracle Group, con-sultant at Corda Adesystem, Enator Corda.Holding in ReadSoft: None.Independent in relation to the company and management: Yes.Independent in relation to the company’s major shareholders: Yes.

JAN ANDERSSONPosition: Board memberElected: 2011Citizenship: SwedishBorn: 1959Education: M.Sc. in Engineering, Linköping Institute of Technology, Data Technology program.Main Occupation: Active Board work in ReadSoft.Other directorships: Chairman of the Board of Fast2 and Ekros & Hultberg. Board member of Addnode Group (publ), Skye AS and TimeZynk.Work experience: Founder and President of ReadSoft, Chairman of the Board of A11M International, Board member of Netwize (publ), ADRA Data-system and Cortex Software.Holding in ReadSoft: 596,790 series A shares and 2,911,195 series B shares.Independent in relation to the company and management: No.Independent in relation to the company’s major shareholders: No.

HåkAN VALBERGPosition: Board memberElected: 2008Citizenship: SwedishBorn: 1962Education: B.Sc. Engineering, Institute of Technology at Linköping University.Main Occupation: President of the EMEA region at US company Advent Software.Other directorships: Prodacapo and a number of board assignments in Advent Software’s subsidiaries.Work experience: MAS/PCM Nordic (IBM subsidiary) General Manager, EVP Sales & Marketing, i2Technolo-gies, Client Executive, Nordic Manager and Industri Matematik International, Vice President World Wide Product Marketing, Development and Alliances.Holding in ReadSoft: 7,500 Series B shares.Independent in relation to the company and management: Yes.Independent in relation to the company’s major shareholders: Yes.

1 Shares owned as at 31 December 2013. Shareholding includes contingent holdings by closely affiliated natural and legal persons.

29

PER åkERBERGPosition: President and Chief Executive OfficerAppointed: 2011Holding in ReadSoft: 54,000 series B shares and convertibles amounting to a value of SEK 9,000,000

LARS APPELSTåLPosition: Chief Technology OfficerAppointed: 1991Holding in ReadSoft: 596,790 series A shares and 2,911,195 series B shares

JAN BERTILSSONPosition: Chief Financial OfficerAppointed: 1997Holding in ReadSoft: 19,075 series B shares and convertibles amounting to a value of SEK 941,000

BOB FRESNEDAPosition: Senior Vice President Region Americas & Asia PacificAppointed: 1999Holding in ReadSoft: 17 950 series B shares and convertibles amounting to a value of SEK 2,377,500

Management1

The annual general meeting of the Company held on 28 April 2014 elected accounting firm Öhrlings PricewaterhouseCoopers AB as auditor for the period until the end of the annual general meeting 2015. Authorized public accountant Magnus Willfors is the auditor in charge.

BJöRN GABRIELSENPosition: Senior Vice President Region EMEAAppointed: 2000Holding in ReadSoft: Convertibles amounting to a value of SEK 2,438,750

JOHAN HOLMqVISTPosition: Vice President Corporate CommunicationsAppointed: 2009Holding in ReadSoft: 2,500 series B shares and convertibles amounting to a value of SEK 1,411,250

BJöRN kARLSSONPosition: Executive Vice President Product ManagementAppointed: 1997Holding in ReadSoft: 6,000 series B shares

MARTIN LACkMANNPosition: Senior Vice President Region Northern EuropeAppointed: 2000Holding in ReadSoft: 1,000 series B shares

ANDREW PERyPosition: Chief Marketing OfficerAppointed: 2014Holding in ReadSoft: None

ANNA RONNELINPosition: Vice President Human Re-sourcesAppointed: 2000Holding in ReadSoft: 3,000 series B shares and convertibles amounting to a value of SEK 468,000

PETER SANDIN Position: Chief Operating OfficerAppointed: 2010Holding in ReadSoft: Convertibles amounting to a value of SEK 644,000

1 Shares and convertibles owned as at 31 December 2013. Shareholding includes contingent holdings by closely affiliated natural and legal persons.

Auditor

30

Adopted at the annual general meeting of the Company

on 22 April 2009.

Article 1 Business name The business name of the Company is ReadSoft AB. The

company is public (publ).

Article 2 Seat of the board The board shall have its seat in Helsingborg.

Article 3 Operations The Company shall conduct the manufacture and sale of

systems for automatic capture of written characters, and

also conduct operations compatible therewith.

Article 4 Share capital and classes of share The share capital shall comprise at least 2,500,000

kronor and at most 10,000,000 kronor. Shares may be

issued in two classes, designated Class A and Class B.

Shares of Class A shall carry ten votes and shares of

Class B one vote. The maximum number of shares that

can be issued for each class of share is 100 million.

In the event of an increase in the share capital by

a cash issue or set-off issue: an old share shall have a

priority right to subscribe for a new share of the same

class; shares that are not subscribed for by the share-

holders holding priority rights shall be offered to all

shareholders; and also if the full number of shares that

are subscribed for on the basis of the latter invita-

tion cannot be issued, the shares shall be distributed

between the subscribers in proportion to the number

of shares they previously owned and, to the extent that

this is not possible, by the drawing of lots. If shares of

only one class of share are issued by a cash issue or

set-off issue, all shareholders shall have priority rights

to these shares in proportion to the portion that their

shareholding represents of the share capital.

If the Company decides by a cash issue or set-off

issue to issue share warrants or convertibles, the

shareholders have priority rights to subscribe for share

warrants as if the issue related to those shares that can

be newly subscribed for owing to the option right, and

priority rights to subscribe for convertibles as if the is-

sue related to those shares in relation to which the con-

vertibles might be exchanged for. The above provisions

shall not entail any restriction of the power to make a

decision on a cash issue or set-off issue deviating from

the priority rights of the shareholders.

In the event of bonus issue, new shares shall be

issued of every class of share in proportion to the

number of shares of the same class that already exist.

In that event, the old shares shall carry a priority right to

new shares of the same class of share in proportionate

portion of the share capital.

Owners of shares of Class A are entitled, by a writ-

ten request to the board, to require that shares of Class

A be immediately converted to shares of Class B and

also that such conversion should be registered without

delay in the closing date register. This conversion takes

effect when it has been registered by the Swedish

Companies Registration Office.

Article 5 Number of shares The number of shares shall be at least 25 million and at

most 100 million.

Article 6 Board and auditors The board shall comprise 3–7 members, without or with

at most 7 deputies. 1–2 auditors, with or without depu-

ties, or a registered firm of auditors shall be appointed

to examine the annual report and the accounts of the

Company together with the management of the board

and managing director.

Article 7 Notices, etc. Notice of general meetings shall be given by public

notice in Post- och Inrikes Tidningar (Swedish Official

Gazette) and on the company’s website. At the time of

notice, information that notice has been given shall be

advertised in Dagens Industri. Communications to the

shareholders shall be effected by letter sent by post.

Shareholders who wish to participate in the general

meeting shall first be listed in a transcript or other

production of the entire share record relating to the

position five working days prior to the meeting, second

give notice to the Company no later than on the day

stated in the notice of the meeting before 16.00. Such

day may not be a Sunday, other public holiday, Saturday,

Midsummer Eve, Christmas Eve or New Years Eve and

may not fall earlier than the fifth ordinary working day

preceding the meeting.

Article 8 Annual general meeting An annual general meeting shall be held once per year

within 6 months following the end of the financial year.

The following matters shall be dealt with at the annual

general meeting:

1. Election of chairperson for the meeting.

2. Preparation and approval of the voting list.

3. Election of one or two persons to check the minutes.

Articles of Association of ReadSoft

31

4. Approval of the agenda proposed by the board.

5. Consideration of whether the meeting has been

properly convened.

6. Presentation of the annual report and auditor’s

report submitted and, when appropriate, consoli-

dated accounts and consolidated auditor’s report.

7. Decisions concerning

a) approval of income statement and balance sheet

and, when appropriate, consolidated income

statement and consolidated balance sheet.

b) appropriations concerning the profits or losses of

the Company in accordance with the approved

balance sheet.

c) discharge from liability in relation to the Company

for the members of the board and the managing

director.

8. Determination of fees for the board and auditors.

9. Election of board and any deputy members and,

when required, auditors and any deputy auditors.

10. Other matters to be dealt with by the meeting in

accordance with the Swedish Companies Act or

the Articles of Association.

Article 9 Financial year The financial year of the Company shall be 1 January –

31 December.

Article 10 Offer for redemption If a share of Class A has been transferred by sale,

exchange, gift, division of marital property, inheritance,

will, company distribution, merger, split or by another

kind of acquisition to a person other than a sharehold-

er of Class A shares, the share shall without delay be

offered for redemption to the shareholders of Class A

shares by a written notification given to the board of the

Company. The acquisition of the share shall then be ver-

ified and details also provided regarding the payment

made for the shares and the conditions for redemption

stipulated by the transferee.

When a notification concerning the transfer of a share

has been given, the board shall immediately (i) note this

in a record specially kept and (ii) give written notice of

this to each person entitled to redeem, whose postal

address is known to the Company, directing those who

wish to utilise the right of redemption to present a written

claim for redemption to the Company within two months,

computed from the date when the transferee gave due

notice to the board of the transfer of the share.

The claim for redemption shall be immediately noted

by the board in a special record with details of the date

of the notification. If several persons who are entitled to

redeem give notice, the right of priority between them

shall be decided by the drawing of lots implemented 4

(4) by a notary public, though, in the event that several

shares have been offered for redemption simultaneous-

ly, the shares shall first as far as is possible be distrib-

uted equally among those who presented a claim for

redemption in proportion to their previous shareholding.

The redemption price shall, where the shares have

been transferred for payment, correspond to the amount

of the payment and otherwise correspond to the price that

can be expected upon a sale under normal circumstances.

If the transferee and the person who has requested to be

allowed to redeem the shares do not agree on the issue

of redemption, the person who has requested redemption

may institute proceedings in accordance with the rules

prescribed below. Such proceedings must be instituted no

later than within two months from the date when the claim

for redemption was presented to the Company in accor-

dance with the above provisions. The redemption price

shall be paid within one month from the time when the

redemption price was determined by agreement between

the parties or by an arbitration award.

During the period from the acquisition by the party

liable to make the offer for redemption of the shares

that are subject to the obligation to make an offer for re-

demption until such time as the final owner is introduced

into the closing date register (the redemption period),

the transferee is entitled to the distribution of profits

and priority rights for the subscription of new shares,

share warrants and convertibles.

If nobody who is entitled to redeem presents, within

the prescribed period, any claim for redemption or the

redemption price is not paid within the prescribed period,

the person who made the offer for redemption is entitled

to be registered as owner of the share. If a shareholder,

whose shares are subject to a reservation for offers for re-

demption, dies and the shares do not within one year from

the death transfer to a new owner, the reservation shall

apply in relation to the estate of the deceased. The estate

of the deceased shall in such a case give notice, in accor-

dance with the first paragraph of this Article 10, when the

obligation to make an offer for redemption arises.

A dispute concerning redemption rights to a share

and the amount of the redemption price shall be deter-

mined by arbitrators in accordance with the Arbitration

Act applicable at the time redemption is called for.

Article 11 Closing date restriction The Company’s shares shall be registered in a closing

date register according to the Financial Instruments

Accounts Act (1998:1479).

Article 12 Attendance of third parties at general meetings

A person who is not a shareholder of the Company shall,

on the conditions determined by the board, be entitled

to attend or in another way monitor the proceedings at

general meetings.

32

ReadSoft’s Interim report for the period 1 January 2014 – 30 June 2014

Interim Report JANUARY – JUNE 2014

ReadSoft (publ.) AVT no 556398-1066 Södra Kyrkogatan 4 • SE-252 23 Helsingborg • +46 42-490 21 00 • www.readsoft.com This report was published 2014-07-18

Continued very strong license sales

• License revenue for April-June increased with 26 percent to SEK 68.7 (54.6) million • Sales for April-June increased with 10 percent to SEK 209.3 (190.9) million • Operating profit EBITDA for April-June was SEK 10.3 (4.8) million • Earnings per share after tax for April-June were SEK 0.13 (0.03) • License revenue for January-June increased with 26 percent to SEK 122.1 (96.6) million • Sales for January-June increased with 9 percent to SEK 386.0 (353.5) million • Operating profit EBITDA for January-June was SEK 1.0 (-12.8) million • Earnings per share after tax for January-June were SEK -0.25 (-0.35) • Cash-flow from operating activities for January-June was SEK 72.5 (61.7) million • ReadSoft has during the second quarter been subject to public takeover offers from Lexmark

International Technology and Hyland Software UK, respectively

Key data 2014 2013 2014 2013 Rolling Full year

April-June April-June Jan-June Jan-June 12 months 2013

Net sales, SEK million 209,3 190,9 386,0 353,5 793,9 761,3Profit/loss EBITDA*, SEK million 10,3 4,8 1,0 -12,8 33,7 19,9Profit/loss before tax, SEK million 6,1 1,3 -6,1 -14,0 17,3 9,3Net profit/loss, SEK million 4,0 0,9 -7,8 -10,5 6,3 3,5Operating margin EBITDA*, % 4,9 2,5 0,3 -3,6 4,2 2,6Profit margin before tax, % 2,9 0,7 -1,6 -4,0 2,2 1,2Profit margin after tax, % 1,9 0,5 -2,0 -3,0 0,8 0,5Net earnings per share,SEK 0,13 0,03 -0,25 -0,35 0,20 0,11Cash flow, operating activities 18,4 31,3 72,5 61,7 84,1 73,3

* Operating profit/loss before capitalization of costs for proprietary software development, depreciation, amortization, interest and tax.

33

INTERIM REPORT JANUARY – JUNE 2014

ReadSoft AB (publ.) 556398-1066 Page 2/16

PRESIDENT AND CEO:

Continued very strong license growth The second quarter has been hectic for ReadSoft. Both Lexmark International Technology and Hyland Software UK have announced public tender offers to ReadSoft's shareholders to acquire all shares in the company. Despite the great attention that the company has been exposed to in connection with the public offers, I can proudly note that we have handled the situation in a good way. We have maintained our focus and we deliver a quarter that shows strong license growth and much improved results. Our total sales grew, compared to the corresponding period last year, by 10 percent for the second quarter and by 9 percent for the first six months. The vital license sales that is so important for a software company continues to be very strong and grew by 26 percent both in the second quarter and for the first six months. Our cash flow from operating activities continues to be very strong.

It is gratifying to see that our EBITDA result has more than doubled compared to the corresponding period last year. Our margins also continued to develop positively and it is evident that the actions we took to improve results and margins have had a positive effect. A gradual change in the reporting of our revenues from our support and maintenance agreements has affected the second quarter’s result negatively compared to the corresponding quarter last year. This effect means no lost revenue but only a time delay in the reporting of these revenues.

The recurring revenues for the quarter increased by 9 percent compared with the same period last year and by 18 percent for the first half-year. On a rolling 12 month basis the recurring revenues increased by 13 percent and it is important for our future development that this trend is maintained.

The success of XBOUND continued in the second quarter and it is clear that the strategic changes that were made have had a very positive impact on sales in our global markets. During the second quarter it is primarily our larger markets, in France, Sweden and Germany that stand out, showing the way with good growth and profitability. On the product side, we launched the latest version of PROCESS DIRECTOR (7.3) at the international SAP conference SAPPHIRE NOW/ASUG in Orlando, USA. PROCESS DIRECTOR has also been certified for SAP HANA (a new database technology), which means that the solution can be integrated with SAP applications running on SAP HANA.

I am pleased how we have delivered this quarter under the circumstances in which the company currently operates. We have worked hard and improved our growth, results and margins, and we will continue these efforts in the coming quarters. We have strong license growth which guarantees further revenue for our organization, our recurring revenues continue to grow and our growth areas develop positively. This shows that ReadSoft is well positioned for the future and we are optimistic about our potential for a continued good development.

Per Åkerberg President and CEO

0

5

10

15

20

0100200300400500600700800900

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

2012 2013 2014

%Development rolling 12 months

Sales, SEK M

EBITDA, %

SEKm

34

INTERIM REPORT JANUARY – JUNE 2014

ReadSoft AB (publ.) 556398-1066 Page 3/16

THE GROUP

Key developments during the second quarter On May 6, 2014, Lexmark International Technology S.A. ("Lexmark International Technology"), a

wholly-owned subsidiary of Lexmark International Inc., announced a public cash offer to the shareholders in ReadSoft to transfer all their shares in the company to Lexmark International Technology for a consideration of SEK 40.05 per share. Hyland Software UK Ltd ("Hyland Software UK"), a company controlled by Hyland Software, Inc., announced on June 18, 2014, a competing bid of SEK 42.86 in cash per share. On June 19, 2014, Lexmark International Technology increased its cash offer to SEK 43.00 per share. For further developments in regards to the public takeover offers after the end of the quarter, please see the section “Key developments after the end of the period”.

ReadSoft closed one of the largest deals in the company’s history, worth SEK 14.1 million, and the largest so far this year with a leading travel group. The customer invested in ReadSoft’s certified solutions to automate their full financial suite in SAP.

During the quarter ReadSoft EMEA closed an additional three large deals, one of which was with one of Germany’s largest public health insurance companies who invested SEK 9.8 million in XBOUND and ReadSoft Capture Components. The existing customer thereby expands its use of ReadSoft’s business process automation solutions to handle all incoming documents. A global textile manufacturer selected ReadSoft’s SAP-certified financial process automation solution to streamline its accounts payable operations and enable greater processing efficiencies. The agreement is worth SEK 3.0 million. A leading European bank with offices all over the world invested SEK 5.9 million in ReadSoft’s automation solution for SAP to process paper and electronic purchase requisitions, goods receipts and invoices throughout its European operations.

ReadSoft’s solution for automated business processes in SAP, PROCESS DIRECTOR 7.2, has been certified by the SAP Integration and Certification Center (SAP ICC) as “SAP Certified – Integration with Applications on SAP HANA”. With the certification SAP confirms that the solution integrates with SAP applications running on SAP HANA. ReadSoft launched the latest version of PROCESS DIRECTOR (7.3) at the international conference SAPPHIRE NOW/ASUG in Orlando, USA.

ReadSoft Americas and Asia/Pacific closed three large deals. The New South Wales Department of Education and Communities (DEC) invested in PROCESS DIRECTOR, ReadSoft’s SAP-certified invoice automation solution, and PERFORMANCE ANALYTICS. DEC is the largest single organization, public or private, in Australia, and will use ReadSoft’s solutions to streamline its existing invoice processing operations and enable greater efficiencies across its Shared Services Centre. A global hotel and leisure conglomerate and existing ReadSoft customer will expand its automation footprint beyond on-premise accounts payable automation applications through the purchase of ReadSoft Online, a cloud-based invoice capture solution. With the addition of ReadSoft Online, the company aims to achieve incremental efficiency gains with the complete elimination of manual front-end processing at hotel sites across the globe. The agreement is worth SEK 7.8 million over the next five years. A global manufacturing company in Brazil invested SEK 2.0 million in ReadSoft’s SAP-certified invoice automation solution PROCESS DIRECTOR. The customer wanted a solution that is fully integrated with SAP and that gave lower costs and better visibility and control.

Net sales and profit during the second quarter 2014 During the second quarter, sales amounted to SEK 209.3 (190.9) million, which gives an increase of 10 percent in SEK and of 7 percent in constant currencies. Operating profit/loss EBITDA for the quarter was SEK 10.3 (4.8) million. The operating margin EBITDA was 4.9 (2.5) percent. Profit/loss after tax was SEK 4.0 (0.9) million. Operating profit (EBITDA) and profit after tax for the period were affected by exchange rate differences of SEK 2.8 (1.9) million, which are included in the Income Statement under “Other operating expenses/income”.

This year’s second quarter includes full revenues and costs from the acquired company ReadSoft Expert Systems AB’s organization while the second quarter the previous year didn´t include any revenues and costs since ReadSoft Expert Systems AB was consolidated from May 17, 2013.

ReadSoft has during the second quarter

been subject to public takeover offers from

Lexmark International technology and Hyland

Software UK, respectively. ReadSoft also closed the largest deal so far this year

worth SEK 14.1 million.

35

INTERIM REPORT JANUARY – JUNE 2014

ReadSoft AB (publ.) 556398-1066 Page 4/16

License sales increased with 26 percent in SEK and 23 percent in constant currencies during the second quarter and amounted to SEK 68.7 (54.6) million, which is 33 (29) percent of the total revenue. Revenue from maintenance agreements amounted to SEK 72.6 (72.0) million for the quarter. In addition, revenues for product related consulting services were SEK 57.3 (55.0) million. Hardware sales (primarily scanners) amounted to SEK 7.9 (5.7) million during the quarter. Other revenues amounted to SEK 2.8 (3.6) million. A gradual change in the reporting of revenue from maintenance agreements has affected the revenue for the quarter negatively with approximately SEK 2 million in comparison with the second quarter last year. This effect means no lost revenue but only a time delay in the reporting.

ReadSoft's revenue model includes both non-recurring revenue and recurring revenue. The recurring revenues consist of license revenues from our subscription model and our cloud services, and revenue from running support and maintenance agreements. These recurring revenues are an increasingly important source of revenues. During the second quarter the recurring revenue was SEK 99.4 (91.2) million and accounted for 47.5 (47.8) percent of the total sales.

In the Nordic market, sales totaled SEK 52.2 (43.9) million. The company’s sales in other European markets amounted to SEK 102.2 (89.6) million. In the U.S. and the rest of the world, sales amounted to SEK 54.9 (57.3) million.

0

50

100

150

200

250

300

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

2012 2013 2014

Sales per quarter, SEK million

Net sales and profit during the first six months of 2014 During the year’s first six months, sales amounted to SEK 386.0 (353.5) million, which gives a increase of 9 percent in SEK and an increase of 7 percent in constant currencies. Operating profit/loss EBITDA for the year’s first six months was SEK 1.0 (-12.8) million. The operating margin EBITDA was 0.3 (-3.6) percent. Profit/loss after tax was SEK -7.8 (-10.5) million. Operating profit (EBITDA) and profit after tax for the period were affected by exchange rate differences of SEK 0.8 (1.1) million, which are included in the Income Statement under “Other operating expenses/income”.

License sales increased with 26 percent in SEK and increased with 24 percent in constant currencies during the year’s first six months and amounted to SEK 122.1 (96.6) million, which is 32 (27) percent of the total revenue. Revenue from maintenance agreements amounted to SEK 139.0 (139.3) million for the year’s first six months. In addition, revenues for product related consulting services were SEK 106.5 (102.1) million. Hardware sales (primarily scanners) amounted to SEK 14.2 (10.3) million during the year’s first six months. Other revenues amounted to SEK 4.2 (5.2) million. A gradual change in the reporting of revenue from maintenance agreements has affected the revenue for the first six months negatively with approximately SEK 5 million in comparison with the same period last year. This effect means no lost revenue but only a time delay in the reporting.

ReadSoft's revenue model includes both non-recurring revenue and recurring revenue. The recurring revenues consist of license revenues from our subscription model and our cloud services, and revenue from running support and maintenance agreements. These recurring revenues are an increasingly important source of revenues. During the year’s first six months the recurring revenue was SEK 190.1 (161.4) million and accounted for 49.2 (45.7) percent of the total sales.

There are clear seasonal variations in ReadSoft’s sales as seen in the illustration. A characteristic pattern is that the first and third quarters are the weaker ones – the first quarter usually being the weakest. The second and fourth quarters are usually stronger with the fourth quarter being the strongest

License sales increased with 26

percent compared to the corresponding

period last year.

License sales increased with 26

percent compared to the corresponding

period last year.

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INTERIM REPORT JANUARY – JUNE 2014

ReadSoft AB (publ.) 556398-1066 Page 5/16

In the Nordic market, sales totaled SEK 99.3 (82.2) million. The company’s sales in other European markets amounted to SEK 182.2 (162.0) million. In the U.S. and the rest of the world, sales amounted to SEK 104.5 (109.2) million.

Net sales and profit rolling 12 months During the period July 2013 until June 2014 sales amounted to SEK 793.9 (776.3) million. Operating profit/loss EBITDA for the period amounted to SEK 33.7 (44.7) million. The operating margin EBITDA was 4.2 (5.8) percent. Profit/loss after tax was SEK 6.3 (30.3) million. Operating profit (EBITDA) and profit after tax for the period were affected by exchange rate differences of SEK -1.5 (-0.4) million, which are included in the Income Statement under “Other operating expenses/income”.

License revenue amounted to SEK 269.1 (247.4) million during the period, which constituted 34 (32) percent of the total revenue. Revenue from maintenance agreements amounted to SEK 278.5 (273.9) million for the period. In addition, revenues for product related consulting services were SEK 208.3 (214.0) million. Hardware sales (primarily scanners) amounted to SEK 28.3 (31.5) million during the period. Other revenues amounted to SEK 9.7 (9.6) million.

ReadSoft's revenue model includes both non-recurring revenue and recurring revenue. The recurring revenues consist of license revenues from our subscription model and our cloud services, and revenue from running support and maintenance agreements. These recurring revenues are an increasingly important source of revenues. During the period July 2013 until June 2014 was the recurring revenue SEK 376.4 (334.5) million and accounted for 47.4 (43.1) percent of the total sales.

In the Nordic market, sales totaled SEK 199.8 (170.2) million. The company’s sales in other European markets amounted to SEK 370.1 (371.3) million. In the U.S. and the rest of the world, sales amounted to SEK 224.0 (234.7) million.

0

50

100

150

200

250

300

Q2 2012 Q2 2013 Q2 2014

Revenue distribution rolling 12 months, SEK million

Licenses

Maintenance agreements

Professional services

Hardware, other

0

100

200

300

400

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

2012 2013 2014

Net sales, rolling 12 months per geographic market, SEK million

Nordic Region

Rest of Europe

US and rest of the world

30

35

40

45

50

050

100150200250300350400

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

2012 2013 2014

%Recurring revenue, rolling 12 months, SEK million

Recurring revenue

Recurring revenue/Totalrevenue

SEKm

The recurring revenues increased

with 13 percent on a rolling 12 months

basis.

37

INTERIM REPORT JANUARY – JUNE 2014

ReadSoft AB (publ.) 556398-1066 Page 6/16

Consolidated balance sheet, financial position and investments Cash and cash equivalents for the group as of June 30, 2014 amounted to SEK 71.3 (89.6) million. Bank overdraft facilities granted were SEK 98.4 (96.0) million, of which SEK 16.5 (9.4) million was utilized. Cash-flow from operating activities for the first six months was SEK 72.5 (61.7) million and for the second quarter was SEK 18.4 (31.3) million.

The equity/assets ratio was 40.0 (42.0) percent on June 30, 2014.

Investments in tangible and intangible fixed assets for the first six months amounted to SEK 7.7 (3.6) million and consisted of the acquisition of computer and office equipment as well as ERP and EPM systems. Investments during the second quarter amounted to SEK 4.3 (2.6) million. Depreciation of tangible fixed assets amounted to SEK 3.8 (3.9) million during the first six months and to SEK 1.9 (2.0) million during the second quarter.

Of expenditure for proprietary software during the first six months, SEK 34.0 (33.1) million was capitalized, during the second quarter capitalization amounted to SEK 16.5 (14.9) million. Depreciation of capitalized expenditure for proprietary software has been carried out in an amount of SEK 27.7 (23.9) million for the first six months, for the second quarter this amounted to SEK 14.0 (13.2) million.

Depreciations of other intangible fixed assets amounted to SEK 8.2 (5.3) million for the first six months and to SEK 4.1 (2.6) million for the second quarter.

0

5

10

15

20

25

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

2012 2013 2014

Capitalized development cost per quarter, SEK million

Capitalized development costs

Amortization of capitalized developmentcosts

-10

0

10

20

30

40

50

60

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

2012 2013 2014

Cash flow from operating activities, SEK million

Key developments after the end of the period ReadSoft has since May been subject to public takeover offers from Lexmark International Technology and Hyland Software UK, respectively. For developments during the quarter, please see the section “Key developments during the second quarter.”

On July 7, 2014, Hyland Software UK increased its offer to SEK 45.00 per share while it announced an ownership of 10.9 percent of the shares in ReadSoft.

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On July 14, 2014, Lexmark International Technology published a new and higher recommended cash offer of SEK 50.00 per share, and withdrew its initial offer. Lexmark International Technology announced at the same time an ownership equivalent to about 5.3 percent of the shares and 3.9 percent of the votes in ReadSoft.

For further information, please refer to ReadSoft’s and the bidders’ official press releases and websites.

Accounting principles This interim report was prepared for the Group in accordance with the IAS 34 Interim Financial Reporting and the Swedish Annual Accounts Act. For the Parent Company, the report was prepared in accordance with the Swedish Annual Accounts and The Swedish Financial Reporting Board's recommendation RFR 2.

Accounting principles applied for the Group and the Parent Company complies with the accounting principles applied in the preparation of the Annual Report for 2013.

New or revised IFRS and interpretation statements from IFRIC described in the Annual Report 2013, note 1.1, had no significant effect on the Group’s or the Parent company’s income statement or balance sheet.

As at June 30, 2014, the Group’s only holdings valued at fair value were derivatives held for hedging purposes. The reported value of these derivatives amounts to SEK -1.3 (-0.3) million. As per December 31, 2013, the reported value amounted to SEK -0.7 (0.9) million. The derivatives have been valued according to Level 2 of the valuation hierarchy. Derivatives in Level 2 consist of forward exchange agreements used for hedging purposes. The valuation at fair value of these forward exchange agreements is based on published forward rates on an active market.

The reported values of other financial assets and liabilities in the Group are, in all material respects, consistent with the fair values.

Staff As of June 30, 2014, the ReadSoft staff amounted to 634 (619).

Risk management Important risks and uncertainties are described in the Annual Report for 2013 under the item Risk and Risk Management, in the Administration Report and in Notes 2 and 3.

Shareholder information At the end of the period, the number of shareholders amounted to 3,161 (4,344). Out of the company’s total share capital, 63 (61) percent was owned by Swedish and foreign institutions, 21 (21) percent by the company’s founders, and 8 (10) percent by private persons, including staff, and 8 (8) percent by ReadSoft AB through repurchased shares. At the end of the period, Swedish shareholders held 67 (84) percent and foreign shareholders held 33 (16) percent of the total share capital.

The total number of shares as of June 30, 2014, was 33,144,440 (33,144,440). The total number of shares, excluding repurchased shares, as of June 30, 2014, was 30,603,744 (30,603,744). The share price at the end of the period was SEK 44.30 (25.90).

During the second quarter a total amount of 160,020 A-shares was reclassified to B-shares on request by their shareholders. On June 30, 2014 the total amount of A-shares was 1,194,480 and B-shares was 31,949,960.

Going forward We assess that the underlying demand for our solutions is good and therefore the conditions for improved results and continued growth are good.

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Financial report Consolidated income statement Apr-Jun Apr-Jun Jan-Jun Jan-Jun Rolling Full yearin summary, SEK million 2014 2013 2014 2013 12 months 2013Net sales 209,3 190,9 386,0 353,5 793,8 761,3Capitalized expenditure for proprietary software 16,5 14,9 34,0 33,1 67,0 66,1

225,8 205,8 420,0 386,6 860,8 827,4

Costs of goods and services sold -19,1 -14,3 -31,1 -27,2 -61,7 -57,8Personnel costs -138,5 -130,3 -271,1 -255,9 -527,8 -512,6Other external costs -44,1 -43,8 -83,4 -85,1 -170,4 -172,1Other operating expenses/income 2,8 1,9 0,8 1,1 -1,5 -1,2Share of profit/loss in associated companies -0,2 0,4 -0,2 0,8 1,2 2,2Depreciation of tangible fixed assets -1,9 -2,0 -3,8 -3,9 -7,7 -7,8Amortization of capitalized expenditurefor proprietary software -14,0 -13,2 -27,7 -23,9 -54,0 -50,2Amortization of intangible fixed assets -4,1 -2,6 -8,2 -5,3 -17,9 -15,0Operating profit/loss (EBIT) 6,7 1,9 -4,7 -12,8 21,0 12,9

Financial income and expensesFinancial items -0,7 -0,7 -1,4 -1,2 -3,8 -3,6Net profit/loss before tax 6,0 1,3 -6,1 -14,0 17,2 9,3

Tax -2,0 -0,3 -1,7 3,5 -11,0 -5,8Profit/Loss after tax 4,0 0,9 -7,8 -10,5 6,2 3,5

Group - Statement of comprehensive Apr-Jun Apr-Jun Jan-Jun Jan-Jun Rolling Full yearincome for the period, SEK million 2014 2013 2014 2013 12 months 2013Profit/loss after tax for the period 4,0 0,9 -7,8 -10,5 6,2 3,5

Other comprehensive income:Items which will not be reversed in theincome statement - - - - - -

Items which can be reversed in the incomestatement at a later dateExchange differencies 1,2 1,9 1,7 -1,1 5,2 2,4Cash flow hedges, net after tax -1,1 -1,3 -0,8 -0,2 -1,4 -0,8Other comprehensive income for the 0,1 0,6 0,9 -1,3 3,8 1,6period, net of taxTotal comprehensive income for the period 4,1 1,5 -6,9 -11,8 10,0 5,1

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Consolidated balance sheet in summary, SEK million June 30, June 30, Dec 31,2014 2013 2013

AssetsFixed assetsProprietary software development 144,3 131,2 137,9Goodwill 115,2 120,8 115,2Other non-fixed assets 46,8 51,9 53,3Fixed assets 16,6 15,7 14,0Financial assets 76,5 65,1 73,4Total fixed assets 399,4 384,7 393,8

Current assetsAccounts receivable - trade 251,6 209,7 279,4Cash and cash equivalents 71,3 89,6 60,4Other current assets 92,0 112,4 93,7Total current assets 414,9 411,7 433,5

Total assets 814,3 796,4 827,3

Equity and liabilitiesEquity 325,9 334,2 351,2Long-term liabilities 71,3 88,2 70,4Accounts payable - trade 26,5 31,9 20,9Other current liabilities 390,6 342,1 384,8Total equity and liabilities 814,3 796,4 827,3

Change in equity, SEK million Jan-June Jan-June Full year2014 2013 2013

Opening balance 351,2 360,9 360,9Profit/loss for the period -6,9 -11,8 5,1Conversion of convertible loan - 3,1 3,2Dividend -18,4 -18,4 -18,3Acquisition through repurchased shares - - -Equity part of convertible loan - 0,4 0,3Equity at the end of the period 325,9 334,2 351,2

Cash-flow statement in summary, SEK million April-June April-June Jan-June Jan-June Full year2014 2013 2014 2013 2013

Cash flow before working capital changes 25,5 11,1 32,0 2,1 55,2Working capital changes -7,1 20,2 40,5 59,6 18,1Cash flow from operating activities 18,4 31,3 72,5 61,7 73,3Cash flow from investing activities -20,9 -40,3 -41,9 -59,5 -100,2Cash flow from financing activities -13,5 -26,1 -19,8 -26,1 -26,1Change in cash and cash equivalents -16,0 -35,1 10,8 -23,9 -53,0

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Multi-year summary and key data Jan-Jun Jan-Jun Jan-Jun Jan-Jun Jan-Jun Full yearfor the Group 2014 2013 2012 2011 2010 2013Net sales, SEK million 386,0 353,5 358,9 303,8 295,6 761,3Sales growth, % 9,2 -1,5 18,1 2,8 -3,7 -2,6Operating profit EBITDA, SEK million 1,0 -12,8 5,5 16,4 8,9 19,9Operationg profit EBIT, SEK million -4,7 -12,8 11,3 20,5 7,6 12,9Profit/loss after financial items, SEK million -6,1 -14,0 9,3 20,3 7,1 9,3Profit/loss after tax, SEK million -7,8 -10,5 6,8 13,8 4,4 3,5Operating margin EBITDA, % 0,3 -3,6 1,5 5,4 3,0 2,6Operating margin EBIT, % -1,2 -3,6 3,1 6,7 2,6 1,7Profit margin after financial items, % -1,6 -4,0 2,6 6,7 2,4 1,2Profit margin after tax, % -2,0 -3,0 1,9 4,5 1,5 0,5Equity/assets ratio, % 40,0 42,0 41,5 45,8 42,6 42,4Capital employed, SEK million 385,7 378,0 357,3 283,9 278,5 412,5Return on equity, % -2,4 -3,2 2,3 5,3 1,7 1,0Return on total capital, % -0,6 -1,6 1,7 3,5 1,3 1,6Net debt/equity ratio, times -0,04 -0,14 -0,25 -0,33 -0,24 0,00Net interest-bearing liabilities, SEK million -11,4 -45,8 -78,6 -89,8 -58,4 0,8

Number of employees at end of period 634 619 574 478 463 614

Number of shares at end of period, 000s 33 144 33 144 32 816 32 488 32 488 33 144Equity per share, SEK 10,65 10,97 10,64 9,16 7,98 11,48Earnings after financial items per share, SEK -0,20 -0,46 0,31 0,68 0,23 0,30Earnings after tax per share, SEK -0,25 -0,35 0,23 0,47 0,14 0,11Share price at end of period, SEK 44,30 25,90 20,70 15,10 9,45 19,80All measurements per share is calculated on the average number of shares excluding own repurchased shares.

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ReadSoft AB (publ.) 556398-1066 Page 11/16

Quarterly overview of the Group Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q22014 2014 2013 2013 2013 2013 2012 2012 2012

Net sales, SEK million 209,3 176,8 230,1 177,7 190,9 162,6 243,2 179,6 202,0Sales growth, % 1) 9,6 8,7 -5,4 -1,1 -5,5 3,6 21,7 12,7 24,7Operating profit EBITDA, SEK million 10,3 -9,3 34,1 -1,4 4,8 -17,6 45,4 12,1 17,2Operationg profit EBIT, SEK million 6,7 -11,5 31,1 -5,4 1,9 -14,7 45,7 8,6 20,4Profit/loss after financial items, SEK million 6,0 -12,2 29,3 -5,9 1,3 -15,3 45,0 8,9 20,0Profit/loss after tax, SEK million 4,0 -11,8 18,7 -4,7 0,9 -11,5 35,4 5,4 14,7Operating margin EBITDA, % 4,9 -5,3 14,8 -0,8 2,5 -10,8 18,7 6,7 8,5Operating margin EBIT, % 3,2 -6,5 13,5 -3,0 1,0 -9,0 18,8 4,8 10,1Profit margin after financial items, % 2,9 -6,9 12,7 -3,3 0,7 -9,4 18,5 5,0 9,9Profit margin after tax, % 1,9 -6,7 8,1 -2,6 0,5 -7,1 14,6 3,0 7,3Equity/assets ratio, % 40,0 41,9 42,4 43,6 42,0 45,9 44,6 43,3 41,5Capital employed, SEK million 385,7 395,2 412,5 377,9 378,0 374,6 397,5 357,7 357,3Return on equity, % 2) 8,5 0,9 1,0 6,2 9,3 13,1 13,9 14,5 17,0Return on total capital, % 2) 1,7 2,1 1,7 3,7 5,3 7,9 8,7 9,3 10,5Net debt/equity ratio, times -0,04 -0,09 0,00 -0,06 -0,14 -0,29 -0,21 -0,21 -0,25Net interest-bearing liabilities, SEK million -11,4 -32,3 0,8 -19,6 -45,8 -100,5 -76,9 -66,1 -78,6

Equity per share, SEK 10,65 11,12 11,48 10,82 10,97 11,55 11,92 10,60 10,64Cash flow, operat. activities per share, SEK 0,60 1,77 0,55 -0,17 1,03 1,00 1,01 0,11 0,06Earnings after financial items per share, SEK 0,20 -0,40 0,96 -0,19 0,04 -0,50 1,49 0,30 0,67Earnings after tax per share, SEK 0,13 -0,39 0,61 -0,15 0,03 -0,38 1,17 0,18 0,49Number of shares at end of period, 000s 33 144 33 144 33 144 33 144 33 144 33 135 32 903 32 816 32 816Number of shares at end of period

(excluding repurchased shares), 000s 30 604 30 604 30 604 30 604 30 604 30 595 30 363 30 275 30 275Share price at end of period, SEK 44,30 17,90 19,80 22,50 25,90 26,70 21,50 20,50 20,70

Number of employees at end of period 634 629 614 623 619 601 590 585 5741) Sales growth compared to corresponding quarter previous year

2) Calculated on rolling 12 months resultAll measurements per share is calculated on the average number of shares excluding own repurchased shares.

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PARENT COMPANY

Income statement, Parent Company The parent company’s net sales for the first six months 2014, including inter-company posts, amounted to SEK 130.1 (127.6) million. The result after financial items was SEK -31.9 (-40.4) million.

Balance sheet, financial position and investments, Parent Company Investments in fixed assets in the parent company amounted to SEK 1.7 (2.3) million the first six months 2014. The parent company’s cash and cash equivalents as of June 30, 2014 amounted to SEK 1.7 (3.6) million. Bank overdraft facilities granted amounted to SEK 92.8 (90.0) million, and utilized amounted to SEK 16.5 (9.4) million. Equity was SEK 237.2 (227.3) million, resulting in an equity/assets ratio of 48.3 (46.2) percent.

Parent Company income statement in Jan-June Jan-June Full yearsummary, SEK million 2014 2013 2013Net sales 130,1 127,6 271,0Cost of goods and services sold -13,4 -9,7 -21,8Personnel costs -69,6 -73,4 -142,2Other external costs -93,6 -92,9 -180,8Other operating income/expenses 1,4 2,5 21,0Depreciation of tangible fixed assets -3,0 -2,6 -5,3Operating loss EBIT -48,1 -48,5 -58,1Financial income and expensesShare of profit/loss in Group company 13,7 6,1 53,9Share of profit/loss in associated company 1,4 0,6 0,6Net financial items 1,1 1,4 1,6Net profit/loss before tax -31,9 -40,4 -2,0Tax 8,5 - 11,2Net profit/loss after tax -23,4 -40,4 9,2

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Parent Company balance sheet in summary June 30, 2014 June 30, 2013 Dec 31, 2013AssetsFixed assetsIntangible assets 7,0 5,8 7,4Tangible assets 3,6 4,9 4,6Shares in Group companies 175,4 158,7 175,4Receivables from Group companies 198,0 220,9 189,5Other fixed assets 26,9 7,2 18,6Total fixed assets 410,9 397,5 395,5

Current assetsAccounts receivable - trade 10,1 5,9 10,1Receivables from Group companies 49,4 69,2 59,0Cash and cash equivalents 1,7 3,6 2,8Other current assets 19,2 16,0 16,9Total current assets 80,4 94,7 88,8

Total assets 491,3 492,2 484,3

Equity and liabilitiesEquity and liabilities 237,2 227,3 276,3Long-term liabilities 28,3 39,5 28,6Long-term liabilities to Group companies 16,0 10,6 13,2Accounts payable - trade 6,6 12,2 4,3Current liabilities to Group companies 121,0 139,8 69,8Other current liabilities 82,2 62,8 92,1Total equity and liabilities 491,3 492,2 484,3

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ReadSoft AB (publ.) 556398-1066 Page 14/16

The ReadSoft share The ReadSoft share per June 30, 2014

Market capitalization, SEK million 1 468

Share price, SEK 44,30

Amount of shares 33 144 440

Avarage number of traded shares per day 223 902

Highest share price during the quarter, SEK 45,50

Lowest share price during the quarter, SEK 16,80

Share price performance during the quarter, % 147%

Share price and trading volume July 2013-June 2014

Financial information Interim reports, annual reports and ReadSoft’s press releases can be ordered from ReadSoft AB, Södra Kyrkogatan 4, SE-252 23 Helsingborg, by phone +46 (0)42-490 21 00, e-mail: info@readsoft.com or at www.readsoft.com.

Financial calendar Interim Report, January-September, 2014 October 21, 2014 Year End Report 2014 February 12, 2015 Annual General Meeting 2015 April, 2015

Certification by the Board of Directors and the CEO The Board of Directors and the CEO certify that the interim report for January-June provides a fair review of the performance of the business, position and profit or loss of the Company and the Group, and describes the principal risks and uncertainties that the Company and the companies in the Group face. Helsingborg, Sweden, July 18, 2014 Göran E. Larsson Lars Appelstål Lennart Pihl Peter Gille Chairman Member of the Board Member of the Board Member of the Board

Håkan Valberg Jan Andersson Per Åkerberg Member of the Board Member of the Board President and CEO This interim report has not been audited by the auditors of ReadSoft.

Contact Per Åkerberg, President and CEO Phone: +46 42-490 21 00 Johan Holmqvist, Vice President Corporate Communications Phone: +46 42-490 21 98 alt. +46 708- 37 66 77 Jan Bertilsson, CFO Phone: +46 42-490 21 43 alt. +46 708-37 66 16

e-mail: firstname.lastname@readsoft.com

46

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ReadSoft AB (publ.) 556398-1066 Page 15/16

→

ReadSoft in 2 minutes! With operations in 17 countries and partners in another 70, ReadSoft has the largest support network in the industry → in 2013, sales were SEK 761 million → some 14 percent was invested in research and development → we are more than 600 employees → our core values are commitment, creativity, competence and cheerfulness → ReadSoft is listed on NASDAQ OMX Stockholm

What we do We develop and deliver applications for business process automation. No matter what format or media, the information can be interpreted, handled and digitally integrated with various types of business systems. This generates significant savings and efficiency improvements for our customers.

Our customers We have about 12,000 customers worldwide. Our offering is designed for businesses of all sizes and segments, but is particularly attractive to multinational companies and other customers with large document flows.

How we make money ReadSoft generates revenue from software license sales, support and maintenance contracts, training and customized development and some hardware. In general, ReadSoft strives to increase its proportion of recurring revenue. In 2013, recurring revenue increased by 6 percentage points.

We are global leaders ReadSoft is a market leader in the batch transaction capture segment and the largest global provider of invoice automation – the sub segment that is expected to grow most in coming years. The five largest companies account for some 47 percent of the market. (Source: Harvey Spencer Associates)

47

INTERIM REPORT JANUARY – JUNE 2014

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Product information Handle your documents like the top performers… without a single piece of paper Document process automation improves visibility and control while yielding savings in time, labor, and resources for almost any organization using SAP. By automating manual process chains like purchase-to-pay and order-to-cash, you’re positioned to truly maximize the value of your investment in SAP.

Where document process automation will make a difference

Many processes, one solution

At the same time that companies are achieving significant gains in efficiency by implementing SAP solutions, a large number of process steps still takes place in a manual, outdated way outside the ERP system. The bad news is that those companies frequently have a reputation for missing payment due dates, have trouble meeting financial compliance regulations, or spend excessive amounts of resources to perform these processes. But the good news, for those companies, is that there’s a tangible, accessible means for improving control, transparency, efficiency, and costs of these cumbersome processes by streamlining and automating them inside of SAP.

ReadSoft document processing automation software seamlessly fills in the gaps in automation that are critical to achieving optimal productivity and value from your SAP investment. Here are a few reasons why companies using SAP have chosen to automate their document handling processes with ReadSoft:

• To reduce manual data entry efforts and keying errors to speed up processes • To improve service to suppliers and within an organization • To improve productivity throughout the process chain • To ensure payments are on-time or early to take advantage of supplier discounts • To reduce process costs throughout the organization • To increase visibility and transparency of entire document processes • To comply with legislation that requires electronic audit trails of processes

48

The description of ReadSoft on pages 13–47 in this offer document has been reviewed by the Board of Directors of

ReadSoft. It is the Board of Directors’ opinion that this brief description of ReadSoft provides an accurate and fair,

although not complete, picture of ReadSoft.

Helsingborg, 7 August 2014

ReadSoft AB (publ)

The Board of Directors

Statement by the Board of Directors of ReadSoft

49

Auditor’s report on the summary of historical information We have audited the summarised historical financial information for ReadSoft AB as found in pages 16–23, referring to

the period of three years, ending on 31 December 2013.

The Board of Director’s responsibility for the financial statementsThe Board of Directors is responsible to ensure that the summarised historical financial information found on pages

16–23, in the offer documentation regarding ReadSoft AB has been taken from the annual financial statements for

2011, 2012 and 2013 and has been correctly reported. The Board of Directors is also responsible for ensuring that the

summarised financial information on the pages 16–23 is obtained and presented in accordance with Financial Instru-

ments Trading Act and the Takeover Rules issued by NASDAQ OMX Stockholm.

The auditor’s responsibilityOur responsibility is to express an opinion on the summarised historical financial information based on our audit,

which was conducted in accordance with FAR’s Recommendation RevR 5, Examination of Prospectuses.

OpinionIn our opinion, the details provided in the summarised historical financial information for the period of three years,

ending 31 December 2013, are correct.

We have audited the financial statements for 2011, 2012 and 2013. We have presented an audit reports according

to the standard formulation for financial years 2011, 2012 and 2013. For financial years 2011, 2012 and 2013, we have

issued unqualified audit reports.

Malmö 2014-08-07

Öhrlings PricewaterhouseCoopers AB

Magnus Willfors

Authorised Public Account

Statement by the Auditor of ReadSoftTo the Board of Directors of ReadSoft AB, corporate registration number 556398-1066.

50

The following is a summary of certain Swedish tax

issues related to the Offer for shareholders in ReadSoft.

The summary is based on current Swedish legislation

and is intended only as general information for share-

holders that are resident in Sweden for tax purposes,

unless otherwise stated.

The summary does not cover:

u situations where shares are held as current assets in

business operations;

u situations where shares are held by a limited partner-

ship or a partnership

u situations where shares are held in an investment

savings account (Sw. investeringssparkonto);

u the special rules regarding tax-free capital gains (in-

cluding non-deductible capital losses) and dividends

that may be applicable when the investor holds

shares in ReadSoft that are deemed to be held for

business purposes (for tax purposes);

u the special rules that may be applicable to private

individuals who make or reverse a so called investor

deduction (Sw. investeraravdrag);

u foreign companies conducting business through a

permanent establishment in Sweden; or

Further, special tax rules apply to certain categories of

shareholders. The tax consequences for each individu-

al shareholder depend to some extent on the holder’s

particular circumstances. Each shareholder is advised

to consult an independent tax advisor with respect to

the special tax consequences relating to the holder’s

particular circumstances that may arise from the Offer,

including the applicability and effect of foreign tax

legislation (including regulations) and provisions in tax

treaties for the avoidance of double taxation.

Taxation in Sweden upon disposal of ReadSoft sharesShareholders in ReadSoft who accept the Offer and

sell their shares in ReadSoft will generally be subject to

capital gains taxation. The capital gain or capital loss is

calculated as the difference between the consideration,

less selling expenses, and the acquisition value. The

acquisition value for listed shares such as the ReadSoft

shares, is determined by using the so-called average

method (Sw. schablonmetoden) or the so-called stan-

dard method (Sw. genomsnittsmetoden). The average

method means that the acquisition cost for all shares

of the same class and type are added together and

determined collectively, with respect to changes in the

holding. The standard method means that the acqui-

sition value may be determined as 20 percent of the

consideration less selling expenses.

Private individualsPrivate individuals that are resident in Sweden for tax

purposes are liable to Swedish capital gains tax at the

disposal of listed shares. The tax rate in the capital

income category is 30 percent.

Capital losses are generally deductible at 70

percent. Capital losses on listed securities (except for

shares in so called “värdepappersfonder” or “special-

fonder” which only contain Swedish so called “fordrings-

rätter”), such as shares in ReadSoft may, however, be

fully offset against capital gains on such instruments as

well as capital gains on non-listed shares. Excess losses

are deductible up to 70 percent.

Should a net loss arise in the capital income catego-

ry, a reduction is granted with 30 percent of the net loss

that does not exceed SEK 100,000 and 21 percent of the

net loss that exceeds SEK 100,000. The tax reduction

is granted against the tax on income from employment

and business operations, as well as national and munici-

pal property tax. A net loss cannot be carried forward to

future tax years.

Legal personsFor limited liability companies (Sw. aktiebolag) and

other legal persons, all income, including taxable

capital gains and taxable dividends on shares that are

not deemed to be held for business purposes (for tax

purposes), is taxed as income from business operations

at a rate of 22 percent.1

Tax issues in Sweden

1 As from 1 January 2013 the tax rate has been reduced from 26.3 percent to 22 percent. The lower tax rate applies to tax years commencing after 31 December 2012.

51

Tax deductible capital losses on shares may only be

offset against taxable capital gains on shares and other

securities taxed as shares.

A net capital loss on shares that cannot be utilized

during the year of the loss, may be carried forward (by

the limited liability company that has suffered the loss)

and offset taxable capital gains on shares and other

securities taxed as shares in future years, without any

limitation in time. If a capital loss cannot be deducted

by the company that has suffered the loss, it may be

deducted from another legal entity’s taxable capital

gains on shares and other securities taxed as shares,

provided that the companies are entitled to tax consoli-

dation (through so called group contributions) and both

companies request this for a tax year having the same

filing date for each company (or, if one of the companies’

accounting liability ceases, would have had the same

filing date).

Special tax rules may apply to certain categories

of companies or certain legal persons, e.g. investment

companies.

Special rules apply if the shares in ReadSoft that

are deemed to be held for business purposes (for tax

purposes).

Shareholders not resident in Sweden for tax purposesShareholders that are not resident in Sweden for tax

purposes and not conducting business through a per-

manent establishment in Sweden are normally not liable

for capital gains taxation in Sweden on a sale of shares.

Shareholders may, however, be subject to taxation in

their state of residence.

According to a special rule, private individuals not

resident in Sweden for tax purposes are, however,

subject to Swedish capital gains taxation upon disposals

of the shares in ReadSoft if they have been tax residents

at any time during the calendar year of disposal or any

of the ten preceding calendar years. The application of

this rule is in a number of cases limited due to the tax

treaties Sweden has concluded with other countries.

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LEXMARK INTERNATIONAL TECHNOLOGY, S.A.  

AND  

READSOFT AB  

             

TRANSACTION AGREEMENT   

            

‐ 11 July 2014 

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This AGREEMENT is entered into on the day last written below by and between:  (1)  Lexmark  International Technology, S.A., a Switzerland corporation,  located at Batiment 

ICC – Bloc D 20, Route de Pre‐Bois, Geneve 15, 1215, Switzerland (the “Bidder”); and  (2)  ReadSoft AB  (publ),  registered  in Sweden with corporate  registration number 556398‐

1066, and  registered address P.O. Box 1326, Södra Kyrkogatan 4, 252 23 Helsingborg, Sweden (the “Target”), 

 hereinafter individually referred to as a “Party” and collectively as the “Parties”.  1  BACKGROUND  1.1  The Bidder has previously submitted a  tender offer  to shareholders of  the Target and 

has subsequently decided to withdraw that tender offer.  The Bidder is now intending to make a new Offer and  the Bidder Board has approved  that  the Bidder enter  into  this Agreement  to  support  such Offer.   The Bidder  is  an entity wholly‐owned by  Lexmark International,  Inc.,  a  Delaware  corporation,  listed  on  the  New  York  Stock  Exchange under the ticker symbol: LXK (“Lexmark”). 

 1.2  The Target Board has unanimously resolved to recommend the Target Shareholders to 

accept the Offer,  if and when made, and has approved that the Target enters  into this Agreement.  The Target Shares are traded on NASDAQ OMX Stockholm. 

 2  DEFINITIONS  In  this Agreement,  the  following  terms shall, unless  the context otherwise  requires, have  the following meanings:  Bidder Board:  the board of directors of the Bidder; 

 Business Day  

means a day, other than a Saturday, Sunday, or public holiday, on which banks are open for ordinary banking business in Sweden;  

Confidentiality Agreement:  the  confidentiality agreement between  Lexmark and  the Target, dated 1 April 2014;   

Matching Right:  the Bidder’s  right  to match a  Superior Takeover Proposal under section 6 below;  

Offer:  the public offer for the Target Shares by the Bidder substantially as set out in the Offer Announcement;  

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Offer Announcement:  the Offer announcement set out in Appendix 1;  

Offer Document:  the offer document that will be prepared for the purposes of the Offer, including any supplements thereto;  

Representatives:  a Party’s affiliates and the agents, directors, officers, employees, advisers  (including,  without  limitation,  financial,  legal  and accounting  advisers)  and  representatives  of  such  Party  and  its affiliates;  

Revised Offer:  the Offer following a modification, revision or waiver of the terms of the Offer;  

Securities Council:  the Swedish Securities Council (Sw. Aktiemarknadsnämnden); 

Superior Takeover Proposal:  a  Takeover  Proposal  which  in  the  good  faith  judgment  of  the Target Board would provide at  least a 7 percent higher value  to the Target  Shareholders  than  the Offer or  the Revised Offer, as the case may be, and which  is (A) materialized  in a formal public offer  for  the  Target  Shares,  and  (B)  which,  in  the  reasonable opinion  of  the  Target  Board,  is  (i)  reasonably  likely  to  be completed and  (ii)  is more beneficial  to  the Target Shareholders than the Offer or the Revised Offer, as the case may be;  

Takeover Act:  The  Swedish  Takeover  Act  (Sw.  lag  (2006:451)  om  offentliga uppköpserbjudanden på aktiemarknaden); 

Takeover Proposal:  shall  mean  any  inquiry,  proposal  or  offer  from  any  person unrelated  to  the Bidder  relating  to, or  that  could  reasonably be expected  to  lead  to,  any  direct  or  indirect  acquisition,  in  one transaction  or  a  series  of  transactions,  including  any  merger, consolidation,  tender  offer,  exchange  offer,  stock  acquisition, asset acquisition, joint venture or similar transactions of (A) assets or businesses that constitute or represent 10 percent or more of the  total  revenue,  operating  income,  EBITDA  or  assets  of  the Target and its subsidiaries, taken as a whole, or (B) 10 percent or more of  the outstanding Target Shares or of any of  the Target’s subsidiaries  directly  or  indirectly  holding,  individually  or  taken together,  the  assets  and  businesses  referred  to  in  clause  (A) above, in each case other than the Offer or any Revised Offer;  

Takeover Rules:  the Takeover Rules adopted by NASDAQ OMX Stockholm;  

Target Board:  the board of directors of the Target;  

Target Shareholders:  the shareholders in the Target;  

Target Shares:  shares issued by the Target; 

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 3  THE OFFER  3.1  The Bidder  intends to make the Offer through publication of the Offer Announcement 

by no later than 9 a.m. (CET) on  14July 2014 in accordance with the Takeover Rules. The Offer is intended to be made substantially as set out in the Offer Announcement. 

 3.2  The Target acknowledges that the Bidder may modify, revise and/or waive the terms of 

the Offer or any Revised Offer as set out in the Offer Announcement, and in accordance with the Takeover Rules, as well as determine in its own discretion whether to make the Offer or not. 

 3.3  The acceptance period  for  the Offer shall commence on or about   7 August 2014 and 

shall initially run for a period of approx. 21 calendar days.  The Target acknowledges that the acceptance period for the Offer or any Revised Offer may be extended by the Bidder from time to time in accordance with the Takeover Rules. 

 4  RECOMMENDATION OF THE OFFER BY THE TARGET BOARD    The Target Board has unanimously resolved to recommend the Target Shareholders to 

accept  the  Offer,  if  and  when  made.    The  Target  undertakes  to  announce  the recommendation of the Offer, substantially in the form set out in Appendix 2, as soon as practicable  after  the  publication  of  the  Offer  Announcement,  on  the  date  of  the publication of the Offer Announcement.  The Target hereby consents to the inclusion of the  recommendation of  the Offer and, as  the  case may be, any Revised Offer,  in  the Offer Document and any supplement  to  the Offer Document, as well as  to  the Bidder referring to the recommendation of the Offer in the Offer Announcement. 

 5  NON‐SOLICITATION  5.1  The Target shall not, nor shall  it permit  its Representatives  to, directly or  indirectly  (i) 

solicit, initiate or encourage, or take any other action with the objective to facilitate, any Takeover Proposal  for  the Target or any  inquiries or  the making of any proposal  that constitutes or could reasonably be expected to lead to a Takeover Proposal; or (ii) enter into, continue or otherwise participate  in any discussions or negotiations regarding, or furnish  to any person any  information with  respect  to, or otherwise cooperate  in any way with, any Takeover Proposal.  The Target confirms that any such discussions prior to the date of this Agreement have been terminated, as applicable. 

 5.2  Notwithstanding  section  5.1  above,  the  Target  Board may,  in  response  to  a written 

Takeover Proposal  that  it determines  in good  faith constitutes or could  reasonably be expected  to  lead  to  a  Superior  Takeover  Proposal,  and  provided  that  the  Takeover Proposal  is  unsolicited  and  did  not  result  from  a  breach  of  this  Agreement,  furnish information with  respect  to  the  Target  and  its  subsidiaries  to  the person making  the 

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Takeover  Proposal  and  participate  in  discussions  and  negotiations  with  that  person regarding the Takeover Proposal, subject to the Takeover Rules.  The Target may furnish such  information  only  pursuant  to  a  confidentiality  agreement which  contains  terms that  are  in  material  respects  no  less  restrictive  than  those  of  the  Confidentiality Agreement and may not furnish any unpublished price‐sensitive information under item II.2  of  the  Takeover  Rules  unless  such  information  is  simultaneously  released  to  the Bidder. 

 6  MATCHING RIGHT    If the Bidder makes a Revised Offer as set out herein, the Target Board agrees to give its 

unqualified  recommendation  of  the Revised Offer  and  not  to  recommend  a  Superior Takeover Proposal, provided that  

   (i)  the  Bidder  announces  its  Revised Offer  by  no  later  than  09:00  (CET)  on  the  fifth 

Business Day  from  the date of  the announcement of  the Superior Takeover Proposal, and  the Revised Offer  is at a price per share which  is greater  than  that offered  in  the Superior Takeover Proposal;   (ii)  the  Revised  Offer  is  otherwise  on  terms  which  are,  in  the  aggregate,  in  the reasonable opinion of  the Target Board, more  favorable  than,  those  contained  in  the Superior Takeover Proposal; and   (iii) the Target Board does not otherwise reasonably consider that it would be in breach of or  clearly  inappropriate  in  light of  its duties under applicable  laws and  regulations including the Takeover Rules.    If such Superior Takeover Proposal  is modified after the date of  its announcement and continues to be a Superior Takeover Proposal, the Bidder shall have five business days from the date of the announcement of such modification to announce its Revised Offer.  In  the  avoidance  of  any  doubt,  Target Board  shall  not make  a  recommendation  of  a Superior Takeover Proposal until Bidder’s five business day period described above shall have expired.   

 7  COVENANTS  7.1  The Bidder undertakes to, as soon as practicable following announcement of the Offer, 

file the Offer Document with the Swedish Financial Supervisory Authority  for approval and  registration.    The  Target  undertakes  to  render  reasonable  assistance  and  to cooperate with the Bidder in the preparation and filing of the Offer Document and any supplements  thereto.    In  particular,  the  Target  Board  shall  review  and  comment  on those sections of the Offer Document that contain information relating to or concerning the  Target  and  shall  prepare  a  responsibility  statement  to  be  included  in  the  Offer 

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Document.   Further, the Target shall  instruct  its auditor to prepare a review statement with respect to the summary of historical financial  information  in the Offer Document, to be included in the Offer Document. 

 7.2  The Bidder undertakes to, as soon as practicable following announcement of the Offer, 

prepare and submit filings (and any necessary changes to such filings) for the purposes of obtaining the regulatory consents and approvals necessary to complete the Offer or any  Revised Offer.  The  Target  undertakes  to  cooperate with  and  to  give  the  Bidder reasonable assistance in order to prepare and submit such filings as well as to respond to  and  comply  with  any  requests  for  information  from  any  public  authority  in connection with  the Offer or any Revised Offer. The Bidder  shall promptly  inform  the Target of any  communication  received by  it  from  such public authority  in  connection with the Offer or any Revised Offer. 

 7.3  The Target undertakes not to take any frustrating action (as defined in the Takeover Act) 

in  relation  to  the Offer or any Revised Offer  (including proposing or  resolving on any issues of equity or other equity dilutive instruments, any investments in or divestments of material assets or businesses or any other material action outside the ordinary course of business of Target) or propose that the general meeting of the Target approves any frustrating action  in relation to the Offer or any Revised Offer.   The restrictions  in this section 7.3 shall not apply where Target Shareholders representing at least ten percent of the share capital of the Target exercise their right under the Swedish Companies Act to  request  that  the  Target  Board  convene  a  general meeting  of  the  Target  for  the purposes of approving a frustrating action and the frustrating action is approved by the general meeting of the Target.  This section 7.3 shall apply only to the extent permissible under applicable laws and regulations including the Takeover Rules. 

 8  TERM AND TERMINATION  8.1  Subject to sections 8.2 and 8.3 below, this Agreement shall automatically terminate on 

the earlier of:    a)  the Offer or any Revised Offer being consummated;    b)  the Offer or any Revised Offer being withdrawn;  

c)  if  the  Bidder  does  not  exercise  its Matching  Right  in  relation  to  any  Superior Takeover Proposal;  

 d)  the date that is 100 calendar days from the later of the Offer Announcement (19 

October 2014) or the announcement of any Revised Offer satisfying Section 6 of this Agreement; and 

 

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e)  14  July  2014  if  the Bidder has not made  the Offer  through publication of  the Offer Announcement by such date.  

 8.2  Sections 9 and 10 shall survive the termination of this Agreement.  8.3  All accrued obligations and claims shall survive termination of this Agreement.  9  UNCONDITIONAL GUARANTEE   9.1  Lexmark hereby unconditionally and  irrevocably guarantees  (the “Guarantee”)  the  full 

and prompt performance when due of all Bidder’s obligations to the Target under this Agreement. The Target may have immediate recourse against Lexmark for performance of  the  Bidder’s  obligations  under  this  Agreement  at  any  time  when  the  Bidder’s obligations, or any portion thereof, has not been performed when due and the Target shall not be required to collect first from, or take action first against, the Bidder.  

 9.2  If Lexmark fails to perform any obligation owing under this Guarantee, the Target shall 

have all of the rights and remedies provided in this Agreement and applicable law.  10  MISCELLANEOUS  10.1  The  Target  hereby  confirms  that  it  has  not  provided  the  Bidder  or  any  Bidder 

Representative with any unpublished price‐sensitive  information under  item  II.2 of the Takeover Rules. 

 10.2  The  execution  of  this  Agreement  shall  not  affect  the  Parties’  rights  and  obligations 

under  the  Confidentiality  Agreement,  except  that  the  restrictions  contained  in  the Confidentiality  Agreement  shall  not  prevent  or  restrict  the  Bidder  from making  and completing  the  Offer  or  any  Revised  Offer  and,  in  the  event  of  any  inconsistency between  this  Agreement  and  the  Confidentiality  Agreement,  this  Agreement  shall prevail. 

 10.3  The Parties acknowledge the reasonableness of the provisions of this Agreement.  If any 

provision of this Agreement (including, without  limitation, any sentence, clause or part hereof)  shall  be  adjudicated  to  be  invalid  or  unenforceable,  such  provision  shall  be deemed  amended  to  delete  therefrom  the  portion  thus  adjudicated  to  be  invalid  or unenforceable,  such  deletion  to  apply  only  with  respect  to  the  operation  of  such provision in the particular jurisdiction in which such adjudication is made.  In addition, if any particular provision contained in this Agreement shall for any reason be held to be excessively  broad  as  to  duration,  geographical  scope,  activity  or  subject,  it  shall  be construed by  limiting and reducing such provision as to such characteristic so that the provision  is enforceable  to  the  fullest extent  compatible with  the applicable  law as  it shall then appear. 

 

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10.4  All notices,  requests,  claims, demands, waivers  and other  communications under  this Agreement shall be in writing and shall be deemed given upon (a) personal delivery, (b) transmitter’s confirmation of a receipt of a facsimile transmission, (c) confirmed delivery by standard overnight carrier, addressed to the parties at the following addresses (or at such other address for a party as shall be specified by notice hereunder): 

 If to the Bidder, to:  Lexmark International Technology S.A. Batiment ICC – Bloc D 20 Route de Pre‐Bois Geneve 15, 1215 Switzerland Attention: Kai Wagener, EMEA General Counsel Facsimile: +41 22 710 70 51  with a copy to:  Lexmark International Inc. 740 W. New Circle Road 40550 Lexington United States of America Attention: Robert J. Patton, Vice President, General Counsel and Secretary Facsimile: +1 859 232 3128  and  Bird & Bird Advokat KB P.O. Box 7714 SE‐103 95 Stockholm Sweden Attention: Hans Svensson Facsimile: +46 8 506 320 90 

    If to the Target, to:  

ReadSoft AB (publ) P.O. Box 1326 Södra Kyrkogatan 4  SE‐252 23 Helsingborg  Sweden Attention: Göran Larsson, Chairman of the Board  Facsimile: +46 42 490 21 20 

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  with a copy to:  Mannheimer Swartling Advokatbyrå P.O. Box 1384 Södra Storgatan 7 SE‐251 13 Helsingborg Sweden Attention: Ragnar Lindqvist Facsimile: +46 42 489 22 01 

 10.5  No modification of this Agreement or waiver of the terms and conditions hereof shall be 

binding upon the Bidder or the Target, unless approved in writing by each of them.  Each Party agrees that no failure or delay by another party  in exercising any right, power or privilege  hereunder  shall  operate  as  a waiver  thereof,  nor  shall  any  single  or  partial exercise  thereof preclude any other or  further exercise  thereof or  the exercise of any other right, power or privilege thereunder. 

 10.6  The Parties consent to:    a)  this Agreement being disclosed in full in the Offer Document; and  

b)  a  summary  of  the  key  terms  of  this  Agreement  being  disclosed  in  the  Offer Announcement as determined by the Bidder in its sole discretion. 

 10.7  If this Agreement is translated, the English language shall prevail.  11  GOVERNING LAW AND ARBITRATION  11.1  This Agreement shall be governed by and construed in accordance with the substantive 

laws of Sweden.  11.2  Any dispute, controversy or claim arising out of or in connection with this Agreement, or 

the  breach,  termination  or  invalidity  thereof,  shall  be  finally  settled  by  arbitration  in accordance with  the  Rules  of  the  Arbitration  Institute  of  the  Stockholm  Chamber  of Commerce. The  arbitral  tribunal  shall be  composed of  three arbitrators. The place of arbitration  shall be Stockholm. The  language used  in  the arbitral proceedings  shall be English. 

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This Agreement has been duly executed in two original copies, of which each of the Parties has taken one copy. Date: 11 July 2014 Date: 11 July 2014 LEXMARK INTERNATIONAL TECHNOLOGY, S.A. READSOFT AB

As guarantor pursuant to Section 9 above: LEXMARK INTERNATIONAL, INC.

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LExMARk INTERNATIONAL TECHNOLOGy S.A. Batiment ICC – Bloc D 20Route de Pre-BoisGenève 15, 1215Switzerland

READSOFT AB (PUBL) Box 1326Södra Kyrkogatan 4 SE-252 23 Helsingborg Sweden

GOLDMAN, SACHS & CO.200 West Street New York, NY10282USA

EVLI CORPORATE FINANCEBox 163 54SE-103 26 StockholmSweden

DNB BANk ASA, FILIAL SVERIGEKungsgatan 18SE-105 88 StockholmSweden

BIRD & BIRD ADVOkAT kBBox 7714SE-103 95 StockholmSweden

MANNHEIMER SWARTLING ADVOkATByRå ABBox 1384SE-251 13 HelsingborgSweden

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