This Offer is not being made, and this press release may not be
distributed,
neither directly nor indirectly, in or into, and no acceptance
forms will be
accepted if submitted by or on behalf of shareholders in, the
United States of
America, Australia, Hong Kong, Japan, Canada, New Zealand or
South Africa, or
any other country where the making of the Offer, distribution
of this press
release or acceptance of the Offer would be in violation of
applicable laws or
rules, or would require any additional offer document to be
prepared or
registration to be effected, or any other measures to be taken
other than those
required under Swedish law. Shareholders are referred to take
part of the
restrictions related to the Offer set out in the section “Important
notice” at
the end of this press release and in the offer document which will
be published.

This is an English translation of the Swedish version of the
press release. In
case of any discrepancy between the Swedish and English
versions, the Swedish
version shall prevail.
Stockholm, 15 December 2016, 07.30
CET

Axfood Aktiebolag (publ) (“Axfood”) herewith announces a public cash offer
to
the shareholders of Matse Holding AB (publ) (“Matse”) to acquire all of
the
shares in Matse (“the Offer”). Matse’s shares are listed on Nasdaq First
North
Stockholm.

The Offer in summary

  ·  Axfood offers SEK 17.00 in cash
for each share of
Matse.[1] (http://connect.ne.cision.com#_ftn1) The total
value of the Offer is
approximately SEK 554
million.[2] (http://connect.ne.cision.com#_ftn2)

  ·  The price according to
the Offer represents a premium of approximately 119
per cent compared with the
closing price of SEK 7.75 per Matse share on 9
December
2016,[3] (http://connect.ne.cision.com#_ftn3) a premium of
approximately 108
per cent compared with the volume-weighted average price paid
of SEK 8.17 per
Matse share during the last 30 trading days up to and including
9 December
2016,[4] (http://connect.ne.cision.com#_ftn4) and a premium of
approximately 96
per cent compared with the volume-weighted average price paid
of SEK 8.67 per
Matse share during the last 90 trading days up to and including
9 December
2016.[5] (http://connect.ne.cision.com#_ftn5) This also entails a
premium of
approximately 43 per cent compared with the closing price of SEK
11.90 per
Matse share on 14 December 2016, which was the last trading day before
public
announcement of the Offer.

  ·  The principal shareholders of Gavia Food
Holding AB, Namaste Holding AB,
Isac Brandberg Aktiebolag and Prioritet Group
Aktiebolag have committed to
accept the Offer. Acceptance may only be withdrawn
under certain circumstances
(see “Commitments from Matse shareholders” below).
In addition, Ludwig Mattsson,
Mats Mattsson and Lars-Olov Mattsson
(shareholders of Gavia Food Holding AB),
Kimmo Björnsson, Mikael Andersson and
Måns Danielsson (shareholders of Namaste
Holding AB), and Niklas Wiberg (board
member of Prioritet Group Aktiebolag) have
given corresponding commitments for
private shareholdings. Additionally, Kjetil
Holta, SvenOlov Hjaelmstad and
Nerthus Investments Ltd have made corresponding
commitments. Thus shareholders
with holdings of a combined total of 27,093,272
shares in Matse, corresponding
to 83.2 per cent of all shares and votes, have
committed to accept the Offer.


 ·  The Board of Directors of Matse has not been able to publicly announce
its
opinion of the Offer since four of the five board members are also owners
and/or
represent owners who have elected in advance to accept the Offer in
accordance
with the above. The Board has instead obtained a Fairness Opinion
regarding the
Offer. This opinion confirms that the bid is reasonable from a
financial
perspective.

  ·  An offer document regarding the Offer is expected
to be made public on 20
December 2016. The Acceptance Period for the Offer is
expected to begin on 21
December 2016 and expire on 23 January 2017. The
settlement date is expected to
be 30 January 2017.

Background and motive for
the Offer

The food retail market is currently in a phase of major changes,
where trade is
becoming increasingly digital with an increase in e-commerce.
Axfood’s e
-commerce business is today conducted through Hemköp and Willys for
the consumer
market and through Axfood Närlivs and Axfood Snabbgross for the
business market.

For some time Axfood’s board of directors and management have
evaluated various
strategies for the company’s continued development in digital
commerce. This
includes both potential acquisitions and a continued build-up
and expansion of
existing digital operations within the Axfood Group. An
acquisition of Matse, as
a leading pure-play online actor in Sweden, would
accelerate the pace of growth
and strengthen Axfood’s position in
e-commerce.

Axfood values the knowledge and experience that Matse’s management
and employees
have in digital commerce. Axfood intends to build further upon
the current
organization and to not make any significant changes in Matse’s
operations.

“The aim of the acquisition of mat.se is to accelerate and develop
our digital
venture.. Apart from the fact that their business complements our
organization
and our resources, they have a company culture that is a good fit
with Axfood,
says Anders Strålman, President and CEO of Axfood.”

The
Offer

Axfood offers SEK 17.00 in cash for each share in Matse.

The offered
consideration for the shares will be adjusted if Matse distributes a
dividend
or in any other way distributes or transfers value to the shareholders
before
the proceeds are reported within the framework of the Offer, and
will
consequently decrease by a corresponding amount per share for each
such
contribution to the shareholders.

The total value of the Offer for all of
the shares in Matse corresponds to
approximately SEK 554 million, based on all
outstanding 32,583,333 shares in
Matse.

The price according to the Offer
represents a premium of approximately:

  ·  119 per cent compared with the
closing price of SEK 7.75 per Matse share on
9 December
2016;[6] (http://connect.ne.cision.com#_ftn6)
  ·  108 per cent compared with
the volume-weighted average price paid of SEK
8.17 per Matse share during the
last 30 trading days up to and including 9
December
2016;[7] (http://connect.ne.cision.com#_ftn7)
  ·  96 per cent compared with
the volume-weighted average price paid of SEK
8.67 per Matse share during the
last 90 trading days up to and including 9
December
2016;[8] (http://connect.ne.cision.com#_ftn8) and
  ·  43 per cent compared
with the closing price of SEK 11.90 per Matse share on
14 December 2016, which
was the last day of trading before public announcement
of the Offer.

The
Acceptance Period for the Offer is expected to run from 21 December
2016
through 23 January 2017. The settlement date is expected to be 30 January
2017.
Axfood retains the right to extend the Acceptance Period as well as to
postpone
the date for reporting of the proceeds.

No commission will be charged
in connection with the Offer.

Commitments from Matse shareholders

The
principal shareholders Gavia Food Holding AB (9,037,142 shares),
Namaste
Holding AB (5,911,543 shares), Isac Brandberg Aktiebolag (5,665,825
shares) and
Prioritet Group AB (3,258,334 shares) have committed to accept the
Offer. The
principal shareholders together represent a holding of approximately
73.3 per
cent of the total number of outstanding shares and votes in Matse.

In
addition to the principal shareholders, Ludwig Mattsson, Mats Mattsson
and
Lars-Olov Mattsson (shareholders of Gavia Food Holding AB), Kimmo
Björnsson,
Mikael Andersson and Måns Danielsson (shareholders of Namaste
Holding AB), and
Niklas Wiberg (board member of Prioritet Group Aktiebolag)
have committed to
accept the Offer for their respective private shareholdings
(totalling 114,128
shares, corresponding to approximately 0.4 per
cent).

Further, SvenOlov Hjaelmstad, Kjetil Holta and Nerthus Investments
Ltd
(totalling 3,106,300 shares, corresponding to approximately 9.5 per cent)
have
committed to accept the Offer.

The acceptance may only be withdrawn if
another bidder, before Axfood has
declared the Offer unconditional, publicly
announces a competing offer that
corresponds to at least SEK 18 per Matse
share, and Axfood chooses to not match
the competing offer within two weeks
from its announcement. Thereafter,
withdrawal may only take place if a new,
competing offer is received that
exceeds Axfood’s revised Offer by at least
five per cent and Axfood does not
match such offer. Axfood has undertaken to
not – prior to 11 January 2017 –
declare the Offer unconditional unless the
Offer has not been accepted to such
extent that Axfood has received 90 per cent
of the shares in Matse.

Thus, shareholders with holdings of a combined total
of 27,093,272 shares in
Matse, corresponding to approximately 83.2 per cent of
the total number of
shares and votes, have committed to accept the
Offer.

Fairness Opinion

The Board of Directors of Matse has not been able to
publicly announce its
opinion of the Offer since four of the five directors are
also owners and/or
represent owners that, in advance, have committed to accept
the Offer in
accordance with the terms
outlined
above.[9] (http://connect.ne.cision.com#_ftn9) Therefore, Matse’s
board does not
have a quorum with respect to this matter.

The Board has
instead obtained a Fairness Opinion regarding the Offer from Grant
Thornton
Sweden AB. The Fairness Opinion confirms that the bid is reasonable
from a
financial perspective for the shareholders of Matse. The Fairness Opinion
will
be made public in direct connection with public announcement of the Offer –
see
separate press release from Matse’s board of directors.

Conditions for
completion of the Offer

The completion of the Offer is conditional
upon:

             (i)        that the Offer is accepted to such extent that
Axfood
becomes the owner of shares representing more than 90 per cent of the
total
number of outstanding shares in Matse on a fully diluted
basis;

            (ii)        that no other party publicly announces an offer
to
acquire shares in Matse on terms that are more favourable to the
shareholders of
Matse than the terms of the Offer;

           (iii)       
that, in respect of the Offer and completion of the
acquisition of Matse, all
necessary permits, approvals, decisions and other
measures from authorities or
similar, including competition authorities, have
been obtained, in each
individual case, on terms acceptable to Axfood;

          (iv)        that
Matse does not take any measures that are likely to
be intended to impair the
prerequisites for execution or completion of the
Offer;

           (v)       
that neither the Offer nor the acquisition of Matse is
fully or partly rendered
impossible or is materially impeded by legislation or
other regulation,
judicial ruling, decision by authority or corresponding
circumstance, that
exists or can reasonably be expected, that is outside of
Axfood’s control and
that Axfood reasonably could not have foreseen at the time
the Offer was made
public;

          (vi)        that no materially negative change in Matse’s
financial
position or business has occurred after the public announcement of
the Offer,
whereby by negative change is meant an event that materially affects
or
reasonably can be assumed will impact Matse’s liquidity, sales,
earnings,
shareholders’ equity or assets negatively and that Axfood had no
knowledge of at
the time the Offer was made public; and

         (vii)       
that no information that has been made public by Matse or
has been provided by
Matse to Axfood is materially false, incomplete or
misleading, and that Matse
has publicly disclosed all information that shall
have been disclosed by
Matse.

Axfood reserves the right to withdraw the Offer in the event it becomes
clear
that any of the aforementioned terms has not been met or cannot be met.
However,
with respect to the terms in items (ii)-(vii) above, such a withdrawal
of the
Offer may only be made if the inadequate fulfilment of such terms is of
material
significance for Axfood’s acquisition of shares in Matse.

Axfood
reserves the right to fully or partly waive one or more of the
aforementioned
conditions, including, regarding the condition in item (i) above,
to carry out
the Offer at a lower acceptance level. Omission by Axfood, at any
point in
time, to exercise any of the preceding rights shall not be considered
to
constitute a withdrawal of any such right.

Rights pursuant to Matse’s
incentive programmes

The Offer does not include the two warrant programmes,
warrants 2014/2017 and
2016/2019, that Matse issued in 2014 and 2016,
respectively, within the
framework of the company’s share-based incentive
programmes. Outside of the
Offer, Axfood will offer the participants of the
2016/2019 programme fair
treatment in the form of a market-based cash payment,
in connection with the
transaction. The value of the 2014/2017 programme is
negligible.

Axfood’s holding in Matse
Axfood does not own or control any
shares in Matse, and has not acquired or sold
any shares in Matse during the
last six months prior to this press release. Nor
does Axfood hold any financial
instruments in Matse which creates any financial
exposure corresponding to a
holding of shares in Matse.

Axfood may acquire, or enter into agreements to
acquire, shares in Matse outside
of the Offer. Such acquisitions or agreements
to acquire shall be made in
accordance with Swedish law and applicable rules,
and will be disclosed
accordingly.

Financing of the Offer

Axfood is not
dependent on external financing for the Offer and will finance the
entire Offer
by cash available from Axfood’s own funds. The Offer is thus not
subject to any
financing terms.

Due diligence

Axfood has conducted a limited due diligence
investigation of certain business,
financial and legal information pertaining
to Matse. Matse has informed Axfood
that no information that has not been
previously publicly disclosed and that
reasonably can be expected to affect the
price of Matse’s shares has been
provided to Axfood during this
process.

Preliminary timetable

20 December 2016                    Public
announcement of the Offer

21 December 2016                    First day of
Acceptance Period

23 January 2017                        Final day of
Acceptance
Period

30 January 2017                        Payment date,
provided that the Offer is
declared unconditional no later than
approximately 26 January 2017

All dates are preliminary and may be
changed.

Axfood reserves the right to extend the Acceptance Period as well as
to postpone
the point in time for reporting of the proceeds.

Approval from
authorities

Execution of the Offer is conditional upon, among other things,
that all
requisite permits, approvals, decisions and other measures from
authorities or
similar, including competition authorities, have been obtained,
in each
individual case, on terms acceptable to Axfood.

The transaction will
require approval by the Swedish Competition Authority.
Axfood will report the
transaction to the Swedish Competition Authority as soon
as possible. Axfood is
of the opinion that antitrust clearance will be granted.
Axfood will work to
ensure that necessary approvals are obtained before the end
of the Acceptance
Period. Longer turn-around times may be needed in the event
authorities need
more time for their review.

Compulsory redemption proceeding and delisting

As
soon as possible after Axfood has become the owner of more than 90 per cent
of
the total number of shares in Matse, Axfood intends to initiate a
compulsory
redemption proceeding pursuant to the Swedish Companies Act
(Aktiebolagslagen
(2005:551)) for the purpose of acquiring all remaining shares
in Matse. In
connection thereto, Axfood intends to promote a delisting of
Matse’s shares from
Nasdaq First North.

Applicable law and disputes

The
Offer, as well as the agreements entered into between Axfood and
shareholders
of Matse pursuant to the Offer, shall be governed and construed in
accordance
with Swedish law. Disputes pertaining to, or which arise out of the
Offer,
shall be resolved exclusively by a Swedish court of law, whereby
Stockholm
District Court shall be the first instance.

The Swedish Corporate Governance
Board’s (Sw: Kollegiet för svensk
bolagsstyrning) takeover rules for certain
trading platforms (“the Takeover
Rules”) and the Swedish Securities Council’s
(Sw: Aktiemarknadsnämnden) rulings
and statements regarding interpretation and
application of the Takeover Rules
and, where applicable, the Securities
Council’s rulings and statements on
interpretation and application of the
Swedish Industry and Commerce Stock
Exchange Committee’s (Sw: Näringslivets
Börskommitté) former Rules Concerning
Public Offers for the Acquisition of
Shares, are applicable to the Offer.

Advisers

ABG Sundal Collier AB is
transaction adviser and Ramberg Advokater KB is legal
adviser (regarding
Swedish law) to Axfood in connection with the Offer.

Additional
information

Additional information about the Offer is available on Axfood’s
website:
www.axfood.se.

For press enquires, please contact: Cecilia Ketels,
+46-(0)72-23 606 43

Axfood and Matse will hold a joint webcast conference call
today at 08.30 CET,
with participation by Anders Strålman, President and CEO of
Axfood, and Måns
Danielsson, President of Matse. The conference call will be
held in Swedish and
can also be viewed at: investor.axfood.se.

Axfood
discloses the information in this press release in accordance with the
Takeover
Rules and the EU Market Abuse Regulation. The information was submitted
for
publication at 07.30 CET on 15 December 2016.

Axfood in brief

Axfood is
active in the food retail trade. Axfood conducts food retail and
wholesale
business in Sweden. The Axfood Group includes the store chains Willys
and
Hemköp. Hemköp also includes proprietor-run stores, and Axfood
Närlivs
collaborates with Tempo, Handlar’n and Direkten. Axfood Närlivs also
supplies
convenience retailers. B2B sales are conducted through the Axfood
Snabbgross
chain. Dagab is responsible for the Group’s assortment development,
purchasing
and logistics. In all, Axfood has 264 Group-owned stores and
approximately 820
collaborating stores. In 2015 Axfood’s total sales amounted
to SEK 41,247
million, with an operating profit of SEK 1,760 million
and an
operating margin of 4.3 per cent, with 8,803 employees. During the
interim
period January to September 2016, Axfood had sales of SEK 32,239 million
and an
operating profit of SEK 1,501 million, corresponding to an operating
margin of
4.7 per cent. Axfood is listed on Nasdaq Stockholm, and the principal
owner is
Axel Johnson Aktiebolag, with 50.1 per cent of the shares and votes.
For
further information, visit www.axfood.se.

Matse in brief

Matse Holding AB is
a group comprising the subsidiaries Matse AB, Cold Cargo
Sweden AB and Kokaihop
Media AB. Matse AB runs a full-assortment online grocery
store, Mat.se,
offering home delivery of high-quality products in Gothenburg,
Stockholm, and
the western part of Sweden’s Skåne province. Kokaihop Media AB
inspires the joy
of cooking and provides inspiration and recipes via the food
websites
Kokaihop.se and Spisa.nu. Kokaihop Media AB includes the subsidiary
Spisa Nu i
Göteborg AB. Cold Cargo Sweden AB offers cost-effective home
deliveries that
meet the needs of consumers today and in the future. In 2015 the
Group grew to
net sales of SEK 203 million and had an operating profit (EBITA)
of SEK -46
million. During the interim period January to September 2015, Matse
had net
sales of SEK 205 million, corresponding to growth of 46 per cent, and
an
operating margin (EBITA) of -19 per cent. For more information,
visit
www.matseholding.se.

Important notice

The Offer is not being made to
persons whose participation in the Offer would
require any additional offer
document to be prepared or registration to be
effected, or any other measures
to be taken other than those required under
Swedish law. Shareholders not
residing or incorporated in Sweden, wishing to
accept the Offer, must evaluate
applicable legislation.

This press release and other documentation relating to
the Offer will not be
distributed and must not be sent by regular mail or be
distributed in any other
way or be sent in or into the United States of
America, Australia, Hong Kong,
Japan, Canada, New Zealand or South Africa or
any other country where it would
be required to take any additional measures or
where it would be in violation of
applicable laws in such country (“Restricted
Jurisdictions”). Axfood will not
authorise or approve any such distribution. If
someone seeks to accept the Offer
as a result of the direct or indirect breach
of these restrictions, the accept
may be disregarded.

The Offer is not being
made, neither directly nor indirectly, in any Restricted
Jurisdiction by use of
regular mail, any means of communication used in national
and international
commerce, or any other means of communication (including,
without limitation,
facsimile transmission, electronic mail, telex, telephone
and the Internet) in
any Restricted Jurisdiction, and the Offer cannot be
accepted in any such
manner or by use of any such means of communication in or
from any Restricted
Jurisdiction. Neither this press release nor any
documentation relating to the
Offer will be, and must not be, sent or otherwise
distributed in or into any
Restricted Jurisdiction.

Information in this press release relating to future
status or circumstances,
including information regarding future performance,
growth and other trend
projections and consequences of the Offer, constitute
forward-looking
information. Such information may include the use of words such
as
“anticipates”, “intends”, “expects”, “believes”, or similar expressions.
Forward
-looking information involves risk and uncertainty as it relates to
events and
is dependent on circumstances that are to occur in the future.
Future
circumstances may materially differ from what has been expressed or
implied in
the forward-looking information due to many factors, many of which
are outside
the control of Axfood and Matse. Axfood has no obligation (and
undertakes no
such obligation) to update or revise any such forward-looking
information due to
changed expectations or changed events or circumstances,
except for in
accordance with applicable laws and
     regulations.

------------------------------------------------------------------
     ----

[1] (http://connect.ne.cision.com#_ftnref1)
The offered consideration for the
shares will be adjusted if Matse distributes
a dividend or in any other way
distributes or transfers value before the
proceeds are reported within the
framework of the Offer, and will consequently
decrease by a corresponding amount
per share for each such contribution to the
shareholders.

[2] (http://connect.ne.cision.com#_ftnref2) Based on all
outstanding 32,583,333
shares in
Matse.

[3] (http://connect.ne.cision.com#_ftnref3) On 12 December 2016 Matse’s
share
price rose by 14.8 per cent, and trading in the shares was halted at
14.38 CET.
Matse issued a clarification press release, which contained the
following
statement: “The Board of Directors of Matse Holding AB (publ)
herewith informs
that the Company has received a preliminary and conditional
non-binding proposal
for a possible bid for all of the Company’s outstanding
shares and warrants.
Matse emphasizes that there are no guarantees whatsoever
that any public offer
will be made, or with respect to the terms in the event
such shall be made.
Further information will be provided when deemed
suitable.”, which resulted in
Matse’s share price rising by a total of 32.3 per
cent during the day.

[4] (http://connect.ne.cision.com#_ftnref4) See footnote
above.

[5] (http://connect.ne.cision.com#_ftnref5) See footnote
above.

[6] (http://connect.ne.cision.com#_ftnref6) On 12 December 2016 Matse’s
share
price rose by 14.8 per cent, and trading in the shares was halted at
14.38 CET.
Matse published a clarification press release, which contained the
following
statement: “The Board of Directors of Matse Holding AB (publ)
herewith informs
that the Company has received a preliminary and conditional
non-binding proposal
for a possible offer for all of the Company’s outstanding
shares and warrants.
Matse emphasizes that there are no guarantees whatsoever
that any public offer
will be made, or with respect to the terms in the event
such shall be made.
Further information will be provided when deemed
suitable.”, which resulted in
Matse’s share price rising by a total of 32.3 per
cent during the day.

[7] (http://connect.ne.cision.com#_ftnref7) See footnote
above.

[8] (http://connect.ne.cision.com#_ftnref8) See footnote
above.

[9] (http://connect.ne.cision.com#_ftnref9) Chairman of the Board
Ludwig
Mattsson owns shares in Matse as well as in Gavia Food Holding AB. Board
members
Mikael Andersson and Kimmo Björnsson own shares in Matse as well as in
Namaste
Holding AB. Board member Gustaf Brandberg owns shares in Isac
Brandberg
Aktiebolag.