Confidential 1 Confidential ABG Sundal Collier merger Presentation of revised transaction Oslo, 6 May 2001 This document is for the use of the recipient only and should not be copied or distributed to any other person. This document contains material price sensitive information and must not be disclosed by the recipient

Confidential 2 Revised transaction structure ABG Securities and Sundal Collier merges with Askia to create ABG Sundal Collier Askia Invest Sundal Collier & Co

Confidential 3 Why merge with Askia? The joint recommendation of ABG and Sundal Collier management ABG – and ABG Sundal Collier – is undercapitalised ABG: MNOK 30 in equity on a commision level of MNOK ~300 SCC (historically): MNOK 200 in equity on a commission level of MNOK Continued weakness in the equity markets creates greater uncertainties - an insufficient financial position increases vulnerability to a prolonged downturn – staying power important Short term outlook for ABG Sundal Collier reduced with the market weakness as leverage is high on the current level of revenues Current market conditions have underscored the importance of strengthening the equity sales organisation to benefit from scale economies Risk of reduced contribution to capital short-to-medium term weakens attractiveness of equity as an incentive mechanism Capitalisation of ABG Sundal Collier should be strengthened to increase financial flexibility, support valuation and establish a firm foundation for more difficult market conditions

Confidential 4 Why not seek equity financing from other sources? The ABG Sundal Collier merger is already running at overtime; ABG and Sundal Collier management share the opinion that a significant postponement to the transaction could be detrimental to the value of the merger Limited financial capacity with those ABG Sundal Collier partners who are poised to increase their ownership position in the partnership Askia already has a significant exposure towards the merger, holds sufficient financial capacity and is well acquainted with the opportunities and challenges of ABG Sundal Collier By merging with Askia, ABG Sundal Collier will be a listed company with access to the equity market

Confidential 5 A joint strategy to strengthen the fundamentals of the merger MNOK ~30 million capital infusion from partners (new shares) MNOK ~25 million capital infusion from partners (new shares) Merger with ABG Sundal Collier Increases equity base to around MNOK no debt! Askia Invest Sundal Collier & Co 1 Estimate of equity based on book equity of SCH, market value of Askia and 65% of implicit market value of ABG; extra bonus of MNOK ~55 assumed to reduce book equity by approx. MNOK 35

Confidential 6 Revised transaction structure Description of mechanics 1. A simultanous merger between three parties Askia surviving entity Sundal Collier Holding the acquiring entity (accounting-wise) 2. Askia and ABG to merge with Askia as the acquiror ABG equity will be booked at market values Limited goodwill due to low implicit value of ABG 3. Askia (merged) to merge with Sundal Collier Holding 4. Drop-down of the Norwegian operating unit, to which the Sundal Collier broker and silent partnership will be transferred 5. Implications: Accounting: Book equity based on Askia’s book equity, 70% of the market value of ABG’s equity and the book equity of SCH Legal: Holding company structure

Confidential 7 Ultimate corporate structure Holding company ABG Sundal Collier Norway ABG Sundal Collier UK ABG Sundal Collier U.S.A. SwedenZürich Silent partnership

Confidential 8 The combination and the vision Creation of an Integrated Investment Bank Merger of equals with complementary strengths Establish pan-Nordic footprint with international distribution Contestant for the Nordic premier league The vision and the potential of ABG Sundal Collier is unchanged

Confidential 9 Ownership of ABG Sundal Collier 1 Askia Invest Sundal Collier & Co ABG shareholders excl. Askia: 20.15% Askia Invest shareholders: 23.00% Sundal Collier shareholders: 56.85% 1 Includes effects of share issues towards partners of ABG and Sundal Collier

Confidential 10 Heads of Agreement Selected terms Merger: Askia, ABG and SCC to merge into ABG Sundal Collier, which will be a listed company Cash alternative: A syndicate will be established to offer to acquire up to 40% of each Askia shareholder’s holding of shares at NOK 2.50 per share Share classes: All shares will be issued as ordinary A shares. A shares held by partners of ABG and Sundal Collier will be subject to a shareholders’ agreement with transfer restrictions (ABG / SCC) or a lock-up agreement (SCC ”free shares”) Board: The initial Board will consist of 4 partners from Sundal Collier, 3 partners from ABG and 3 representatives for non-partner shareholders. Retention: ABG Sundal Collier will retain certain rights to acquire shares from partners at a discount if a partner leaves the company or breaches the non-compete provisions in the partner agreement,

Confidential 11 Value uplift created by the merger At a value of 2.2x tangible equity, the uplift for all three shareholder groups will be material compared to previous indicators of stock values *Book equity value based on current book values **Estimated book value for ABG Sundal Collier, including goodwill ***For SCC and ABG, transaction prices per 1 January 2001; for Askia, the average share price YTD

Confidential 12 Why the transaction proposal is attractive to Askia Management of both ABG and SCC firmly believe that the strategic logic for a merger remains very strong ABG Sundal Collier partners will buy in excess of MNOK 50 in new equity alongside with Askia’s contribution of its balance sheet Askia will receive a significant equity position in the new company and be a leading investor Askia shareholders will own shares directly in ABG Sundal Collier with less discount on NAV Askia’s exit opportunities will be substantially improved Transaction improves the total appetite for the equity and generates greater enthusiasm in the organisation The Askia shareholders will preserve the value of its total exposure in ABG and increase its participation in the upside created by the merger

Confidential 13 Share price (NOK)Volume (1,000) Why the transaction proposal is attractive to Askia (cont’d) Transaction terms and the share price of Askia (1998-present) The NOK 3.1 valuation of the Askia share represents an all-time high and a ~50% premium to recent trading

Confidential 14 Indicative time schedule Announcement: 10 May Signing of merger agreement: Week of 14 May General assemblies to approve merger: Before 1 July Completion: October 2001

Confidential 15 Summary Same vision and opportunities with more firepower Solid capitalisation increases attractiveness of equity Partners committed to business through equity stakes regulated through lock-ups and retention mechanisms Potential for significant value uplift for all contributing shareholders Opportunity to create a unique Scandinavian investment bank