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LBi International N.V. – ‘CB’ on 4/14/10 re: LBi International N.V. – EX-99.1

On:  Wednesday, 4/14/10, at 4:38pm ET   ·   Accession #:  1193125-10-83455   ·   File #:  5-85427

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/14/10  LBi International N.V.            CB                     6:1.5M LBi International N.V.            RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: CB          Rights/Exchange/Tender Offer Notification/Response  HTML     21K 
 2: EX-99.1     Information Document to Shareholders of Obtineo     HTML    712K 
                          and Lbi                                                
 3: EX-99.2     Joint Press Release by Lbi and Obtineo, Dated       HTML     45K 
                          February 25, 2010                                      
 4: EX-99.3     Press Release by Lbi, Dated April 9, 2010           HTML     17K 
 5: EX-99.4     Press Release, Dated April 12, 2010                 HTML      8K 
 6: EX-99.5     Board of Directors' Proposal to Shareholders        HTML     15K 

Exhibit 99.1

Information to the shareholders of

LBI INTERNATIONAL AB (PUBL)

regarding the merger with

OBTINEO NETHERLANDS HOLDING N.V.

This document describes the statutory cross-border merger between Obtineo Netherlands Holding N.V. (to be renamed LBi International N.V.), a public company (naamloze vennootschap) under the laws of the Netherlands, registered with the Dutch Commercial Register under number 30277334 (“Obtineo”), with its official seat in Amsterdam, the Netherlands, and LBI International AB (publ), a public company (Aktiebolag) under the laws of Sweden, corporate registration number 556528-6886 (“LBi”) with its registered office in Stockholm, Sweden. The complete information material consists of several parts; this Information Document, LBi’s annual reports for the 2007, 2008 and 2009 financial years as well as bigmouthmedia’s annual reports for the 2006/2007, 2007/2008 and 2008/2009 financial years. In order to obtain the complete information material concerning the merger, please visit the LBi website www.lbi.com. These documents can also be obtained free of charge from LBi, telephone +46 (0)8 449 88 16, e-mail lbi@strd.se or downloaded from Danske Markets’ website www.danskemarkets.com.

This Information Document has been prepared in Swedish and English language versions. In case of any inconsistency between the Swedish and the English version of this document, the Swedish version shall prevail.

Danske Markets

IMPORTANT INFORMATION

This document has been prepared for the shareholders of LBi regarding the merger with Obtineo. The Boards of Directors have approved a merger plan on 24 February 2010. The Merger is subject to approval of the shareholders of LBi at a shareholders’ meeting which will be held on April 26, 2010.

This Information Document has been reviewed by the Swedish Financial Supervisory Authority (Finansinspektionen) (“SFSA”) pursuant to the provisions of Chapter 2b, Act, Sections 2 and 4 of the Financial Instruments Trading Act. The SFSA has indicated that this Information Document has a content that is equal to that of a prospectus, which implies that the exemption in Chapter 2, Article 5 § 3 of the Financial Instruments Trading Act (1991:980) is applicable. This Information Document is governed by Swedish law. The courts of Sweden have exclusive jurisdiction to settle any dispute arising out of or in connection with this Information Document.

This Information Document is made available at LBi’s head office and LBi’s website www.lbi.com as well as Danske Markets’ website www.danskemarkets.com.

This Information Document has been prepared in Swedish and English language versions. In case of any inconsistency between the Swedish and the English version of this document, the Swedish version shall prevail.

With the exception of bigmouthmedia’s annual reports for 2006/2007-2008/2009 (incorporated by reference), LBi’s annual reports for 2007-2009 (incorporated by reference) and the section “Pro forma financial information” in the chapter “New LBi”, no other information in this information document has been reviewed or audited by BMM’s, LBi’s or Obtineo’s auditors.

Danske Markets, a division of Danske Bank A/S (“Danske Markets”) and Jefferies International are financial advisors to LBi in connection with the Merger. Erik Penser Bankaktiebolag has rendered a fairness opinion regarding the exchange ratio to the Board of Directors of LBi.

This Information Document includes “forward-looking statements” relating to New LBi that are subject to risks and uncertainties, including those pertaining to the anticipated benefits to be realised from the proposed Merger. Factors that could cause New LBi’s actual results, performance or achievements to differ materially from those described in this Information Document include but are not limited to, the inability to successfully integrate the operations of LBi and BMM or to realise synergies from such integration and the economic environment of the industries in which LBi and BMM operate. For additional information identifying further economic, currency, regulatory, competitive and important factors that could cause New LBi’s actual results to differ materially from those anticipated, see the chapter “Risk factors”.

Further information on the Listing and the Rights Offering will be made available in a separate prospectus which will be published a few trading days prior to the completion of the Merger.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

The New LBi shares and the transferable subscription rights have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or under any of the relevant securities laws of any state or other jurisdiction of the United States. Neither the US Securities and Exchange Commission nor any US state securities commission has approved of the New LBi shares or the transferable subscription rights or determined whether this Information Document is accurate or complete. Any representation to the contrary is a criminal offence in the United States. The New LBi shares and the transferable subscription rights may not be offered or sold in the United States except pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.

The Merger relates to the securities of a Dutch and a Swedish company. The Merger is subject to disclosure requirements of the Kingdom of Sweden and the Netherlands which are different from those of the United States. Financial statements included in this Information Document, if any, have been prepared in accordance with International Financial Reporting Standards (IFRS) that may not be comparable to the financial statements of United States companies.

It may be difficult to enforce rights and claims arising under the federal securities laws, since the issuer is located in a non-US jurisdiction, and some or all of its officers and Directors may be residents of non-US jurisdictions. US Investors may not be able to sue a non-US company or its officers or Directors in a non-US court for violations of the US securities laws. It may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.

NOTICE TO NEW HAMPSHIRE RESIDENTS

Neither the fact that a registration statement or an application for a licence has been filed under chapter 421-B of the New Hampshire revised statutes (“RSA”) with the state of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the state of New Hampshire constitutes a finding by the secretary of state of New Hampshire that any document filed under the RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the security of state has passed in any way upon the merits or qualifications of, or recommended, or given approval to, any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer or client any presentation inconsistent with the provisions of this paragraph.

IMPORTANT DEFINITIONS IN THIS DOCUMENT

THE MERGER IN BRIEF

Contents

New LBi’s ownership and organisational overview

¹⁾ Subject to successful completion of the drag-along procedure, outlined in chapter “Risk factors” under “Full Control of BMM”

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THE MERGER IN BRIEF

On February 25, 2010 the Boards of Directors announced a proposal regarding a merger of LBi and Obtineo. The Boards of Directors have unanimously decided on the form of the merger in a joint merger plan. The Merger will be implemented by way of a cross border statutory merger pursuant to which LBi will disappear and Obtineo will effectively absorb LBi. The agreed exchange ratio means that one share in LBi entitles to one share in New LBi.

Introduction

Following the approval of the Merger by the Extraordinary general meeting of LBi due to be held on April 26, 2010, it is anticipated that Obtineo will acquire bigmouthmedia and effect the PIPE. The Merger is expected to be completed by July 2010.

Background and reasons

Following a difficult last 18 months for the marketing industry in general, there is now increasing evidence of a recovery in online digital marketing spend. The structural shift towards Internet as the primary sales and communication channel and the consequent growing demand for online marketing and e-commerce continues apace. Both LBi and bigmouthmedia have benefited from this trend.

The consolidation trend within the Internet consultancy industry has been driven partly by the quest for footprint and sales growth but also by a demand shift in the market. Blue chip customers are increasingly demanding more extensive full-service and geographical capabilities as well as more profound web consultancy and systems integration skills. In addition, these customers are also focusing on using fewer suppliers of these services. This increases the pressure on Internet consultants to reach critical mass on both a service level and a geographic level. The changing customer requirements and the fact that LBi and bigmouthmedia have complementary service areas and can leverage their similar geographical coverage have created a natural platform for discussions regarding a merger.

A merger between the operations of LBi and bigmouthmedia creates a group with greater critical mass and a stronger strategic position in relation to both customers and capital markets. Post Merger, the combined group will be one of the largest independent European digital marketing, communications, search, design, branding and technology firms. The combined group will have a market capitalisation of around EUR 180 million, based on the volume weighted average share price for LBi for one month up to April 6, 2010, with pro forma annualised 2009 net revenue for the combined group of approximately EUR 166 million and approximately 1,600 employees. Western continental Europe will represent the largest geographic area of the combined group with 44% of sales followed by the UK (30%), US (18%) and the Nordic countries (8%).

The Boards of Directors believe that the Merger will enable the new entity to meet customer demand for a wider service offering and geographical reach. The joint entity will be a market leader in the following key European markets – the UK, Denmark, Sweden, Germany, Belgium, and the Netherlands.

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The Boards of Directors hold the view that the preferred way to implement the Merger is by means of a statutory cross-border merger in accordance with the Swedish Companies Act and the Dutch Companies Act. The intention is that the terms of the Merger shall not generally imply any transfer of value from the shareholders of one company to the shareholders of the other company. The Board of Directors of LBi shall convene an Extraordinary general meeting at which the Merger Plan, including any necessary decisions, will be presented for approval. This shareholders’ meeting is expected to be held on April 26, 2010.

Method for determining the exchange ratio

In determining a fair exchange ratio for both LBi’s and Obtineo’s shareholders, the Boards of Directors have taken a number of factors into consideration. The Boards of Directors have primarily considered the relative profitability of the Merging Companies by using EBITDA and taken into account the actual net debt and working capital positions for which normalisations have been made. By taking the above factors into account, the Boards of Directors have arrived at a relative value of one share in New LBi for one share in LBi. The exchange ratio for the Merger has therefore been set so that each LBi share will be exchanged for one share in New LBi.

The Board of Directors of LBi has obtained a fairness opinion regarding the exchange ratio from Erik Penser Bankaktiebolag, which has concluded that the exchange ratio is fair for the LBi shareholders from a financial perspective.

Approval and implementation of the merger

Final approval of the Merger requires a qualified majority of 2/3 of votes cast and shares represented at the Extraordinary general meeting of LBi which will be held on April 26, 2010.

LBi has received irrevocable undertakings from shareholders representing 38,622,758 ordinary shares or 62.27 % of LBi’s share capital to vote in favour of the Merger Plan.

Shareholders who wish to attend the Extraordinary general meeting shall have entered their names in the register of shareholders maintained by Euroclear Sweden AB (former VPC AB) no later than on Tuesday April 20, 2010 and notify their intention to participate to LBI International AB no later than on Tuesday April 20, 2010 at 4 p.m.

If LBi’s Extraordinary general meeting approves the Merger Plan, certain steps must be completed before the Merger can be effected, including the BMM acquisition, the PIPE and certain creditor related procedures in accordance with the Swedish Companies Act. LBi has already received irrevocable undertakings from its major known creditors not to object to the Merger as part of these creditor related procedures. The LBi shares will be delisted from Nasdaq OMX Stockholm and NYSE Euro-next Amsterdam a few trading days prior to the Merger.

The Merger is expected to be completed at the earliest by July 2010. The Merger is effective on the day following the execution of the Merger Deed and will result in LBi being dissolved and its assets and liabilities being acquired by Obtineo under a universal title of succession. After the Merger has been registered with the Swedish Companies Registration Office (Sw: Bolagsverket) (the “SCRO”) LBi shareholders will, without further action, receive newly issued shares in New LBi.

Shares in New LBi that are issued as Merger consideration will entitle the holders to dividends as of the day after the execution of the Merger Deed. New LBi is expected to be listed on NYSE Euronext Amsterdam upon the completion of the Merger.

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The PIPE

Following the approval of the Merger it is anticipated that, in addition to Obtineo’s acquisition of bigmouthmedia, Obtineo will conduct a private placement of shares in Obtineo of an amount of EUR 40 million—referred to herein as “PIPE”. The purpose of this capital raising is to fund organic growth as well as growth through acquisitions.

Obtineo has signed a subscription agreement (dated February 24, 2010) regarding the PIPE with Janivo, Cyrte, Carlyle, two other BMM Shareholders (Stephen Leach and Seamus O’Brien) and certain executive managers of LBi (Ewen Sturgeon, Luke Taylor and Huub Wezenberg) which will result in these parties holding in total 33,333,332 shares in Obtineo, against payment of EUR 1.20 per share.

Rights Offering

The Merging Companies have agreed that, following the Merger, Listing and trading of the New LBi shares on NYSE Euronext Amsterdam, New LBi will launch a fully-underwritten EUR 10 million Rights Offering (the “Rights Offering”) with a subscription price of EUR 1.00 per share. The share issue provides existing LBi shareholders with the opportunity to invest in New LBi.

Janivo has committed to exercise its pro rata share of the Rights Offering in respect of the shares it receives in New LBi as a result of the Merger.Further, Obtino has entered into a subscription agreement (dated 24 February, 2010) with Janivo and Cyrte in respect of undertakings from them to subscribe for shares, which are not subscribed for by eligible shareholders in the Rights Offering, at a price of EUR 1.00, and are entitled to an underwriting fee of 3.5% of the aggregate amount of the Rights Offering, i.e. EUR 350,000. The Underwriters have informed LBi that they have received irrevocable undertakings from a number of the current shareholders of LBi, together representing 48.42% of the total issued shares in LBi, that they will participate in the Rights Offering. The shares allotted to these shareholders under the Rights Offering will be subject to a 180 day lock-up and the Underwriters will forward to them the underwriting fee in respect of their subscription undertakings.

The BMM Shareholders and the PIPE Investors are excluded from the Rights Offering in respect of the shares acquired by them pursuant to the acquisition of bigmouthmedia and the PIPE (including any shares currently owned in New LBi).

Following the Merger, if LBi shareholders take up their full allotment in the Rights Offering, they will in the aggregate own 51% of New LBi (see chapter “New LBi”, section “Pro forma ownership” for an overview of the shareholdings as a result of the various transactions).

Further information will be provided in the Listing and Rights Offering prospectus to be published by New LBi a couple of trading days before the Effective Date. The Listing and Rights Offering prospectus will be registered in the Netherlands.

6

NEW LBI IN BRIEF

Operations

New LBi will combine LBi’s digital media, marketing, communications, design, branding and technology services with bigmouthmedia’s search engine marketing. New LBi will be one of Europe’s largest independent marketing and technology agencies, with strong capabilities in the US and a foothold in Asia and the Middle East. As a larger and more geographically spread company, New LBi will be able to meet the growing customer demand for one agency providing services across geographies. In addition, it will bring together a strong customer base of global blue chip companies and create a stronger appeal to attract and retain a talented workforce. Going forward, New LBi aims to capitalise on the structural shift in spend from offline to online channels. With a strengthened financial position, New LBi will also be well-positioned to drive further industry consolidation.

Strategy and vision

New LBi aims to transform the combined entity from currently being a leading independent European to a truly global full-service digital marketing and technology agency. The merger of LBi and Obtineo, and the integration of bigmouthmedia’s operations into LBi’s international footprint are the first and most important steps in achieving this goal.

With the strong support from existing and new shareholders who have provided significant equity resources, the combined entity is the ideal platform to make additional acquisitions to expand the current service offering and geographical footprint. For entrepreneurs and business owners in the digital marketing space the combined entity will be a highly attractive partner for those who are seeking new opportunities and routes to develop their businesses.

Dividends

Future dividend payments will depend, among other things, on New LBi’s performance, financial position, funding arrangements and expected capital requirements. In deciding whether to propose a dividend, the Management Board will also take into consideration contractual, legal and regulatory restrictions on the payment of dividends and other factors that may be deemed relevant. There can be no assurance that New LBi will generate sufficient earnings to allow it to pay dividends and if it does, the Management Board may elect to reinvest instead of paying dividends. Management Board decisions regarding dividends are subject to the prior approval of the Supervisory Board.

Organisation

New LBi will employ approximately 1,600 employees across 15 countries, located primarily in major European, American and Asian business centers. The head office, responsible for central administration and financial functions, will be relocated to Amsterdam to coincide with the newly created single NYSE Euronext Amsterdam listing.

Shares in New LBi that are issued as Merger consideration will entitle the holders to dividends as of the day after the execution of the Merger Deed.

Board structure

In line with the Dutch Companies Act, New LBi will have a two-tier board structure consisting of a Management Board, with responsibility for the day-to-day operations of the business, and a Supervisory Board, which will be responsible for the supervision of the management by the Management Board and the general course of affairs of New LBi. For further information on the allocation of powers and responsibilities

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between the Management Board and the Supervisory Board, see chapter “New LBi”, section “Articles of association in brief”.

It is proposed that Luke Taylor, current CEO of LBi, shall be the new CEO of the Management Board of New LBi, and Huub Wezenberg, current CFO of LBi, shall be CFO of New LBi. Fred Mulder, LBi’s current Chairman, shall become Chairman of the Supervisory Board. In addition to Mr Mulder, the Supervisory Board shall include Joost Tjaden (as nominee of Janivo, a Dutch private equity firm), Nazo Moosa (as appointee of Carlyle, a global private equity firm), George William Fink (recently joined the Board of Directors of LBi as an independent director) and an independent fifth member to be proposed by Carlyle. Janivo and Cyrte are currently the sole shareholders of Obtineo. After the completion of the acquisition of BMM by Obtineo, Carlyle and the other shareholders of bigmouthmedia will become shareholders of Obtineo. In addition thereto, the PIPE Investors will obtain shares in Obtineo pursuant to the PIPE (for more information see chapter “Additional information on Obtineo and bigmouthmedia”, section “Material agreements and related party transactions” under “Material agreements – Obtineo”).

Strategic Advisory Committee

A Strategic Advisory Committee will be formed to advise on the developments in New LBi’s markets and within the peer group. This committee will be chaired by Frank Botman, CEO of Cyrte, and include Michiel Mol and Steve Leach, founders of Lost Boys and bigmouthmedia respectively.

Proforma financial information, January–December 2009

Auditors

PricewaterhouseCoopers Accountants N.V. is proposed as New LBi’s auditor.

Risk factors

LBi’s, Obtineo’s, bigmouthmedia’s and New LBi’s operations and the ownership of shares in New LBi are associated with risks related, but not limited to, market and competition, operational performance, key management, acquisitions, revenue and cost structure, technical development, taxation, restructuring, refinancing and the Merger and integration of LBi and BMM. The omission or inclusion of a risk is not an indication of its importance.

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RISK FACTORS

Below is a general outline of certain risk factors which may be of significance for -Obtineo, BMM, LBi and New LBi and an investment in the New LBi shares.

Investing in shares in New LBi involves inherent risks. A number of factors affect and may affect the operations in Obtineo, BMM, LBi and New LBi, which might affect the price performance of the New LBi shares. There are risks regarding circumstances that are linked to Obtineo, BMM, LBi and New LBi and circumstances which are not directly linked to Obtineo, BMM, LBi and New LBi but which affect the industry where BMM, LBi and New LBi will operate.

The risk factors are not presented in any order of priority, nor is the outline exhaustive but Obtineo, BMM and LBi consider these risks to be the most material risks. This means that additional risks and uncertainties not presently known to Obtineo, BMM and New LBi or that Obtineo, BMM and LBi currently deem immaterial may also have a material adverse effect on BMM’s, LBi’s and New LBi’s operations. In addition to the risk factors mentioned below and other inherent risks, the reader is also advised to pay close attention to the other information in this Information Document.

A share’s market price may both increase and decrease and hence, investing in shares involves an inherent risk for large value fluctuations. A prospective investor should carefully consider the factors set forth below and elsewhere in this Information Document. Further prospective investors should consult a financial advisor as to the suitability of an investment in New LBi. An investment in the shares is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or a part of the investment.

Risks related to the industry and the companies

Market and competition

BMM and LBi operate in a highly competitive environment. To maintain and improve its market position, New LBi must invest continuously in the quality of its services, IT capability and personnel. In the market in which New LBi will be operating, competition is met from several directions, including, but not limited to internet consultants, management consultants, IT consultants and communication agencies and also to a large extent the present and prospective client’s in-house IT and marketing divisions. Every failure to meet the client’s demands and remain a competitive choice in an environment of increasing competition could adversely affect New LBi’s operations, profitability and financial position.

9

Operational performance

LBi made losses in earlier years and current profit margins cannot be taken as an assurance for New LBi’s future profitability.

Dependence on key management

BMM and LBi are characterised by their decentralised company structures and consist of several operating companies operating in several geographical areas headed by local management. New LBi’s country managers will be vital to the ongoing stability and growth in their respective regions. Any unplanned change in key managers at the holding and at the operating level could have a negative impact on the business.

Trends in digital media and reliance on skilled employees

BMM’s, LBi’s and New LBi’s businesses are built around leading the development and also to a great extent the knowledge of the employees. New LBi is therefore dependent upon being able to attract and retain skillful personnel. Should New LBi be unable to retain and to recruit skillful personnel, this would have a material adverse effect on New LBi’s business, financial condition and/or results of operations.

Reliance on big clients

A substantial part of BMM’s and LBi’s sales are derived from a limited number of large clients. In 2009 net sales from the ten largest clients covered approximately 23% of the total revenues in LBi, and in the financial year ending on June 30, 2009, the corresponding amount for BMM was approximately 31%. Should one or more large clients choose another supplier or another solution or reduce the use of New LBi’s services, New LBi’s business, results of operations and financial condition could be negatively affected.

Acquisitions and new activities

Historically, company acquisitions have contributed to both BMM’s and LBi’s growth. New LBi intends to undertake more acquisitions in the future, if the right opportunities arise. As a consequence hereof the operational structure and capital structure of New LBi may be substantially affected. The ability of New LBi to realise future growth may to an extent depend on the ability to realise suitable acquisitions. Acquisitions always carry the risk that the companies in question might not produce expected results, or that difficulties might arise in the integration of operations.

Cash effects of historic earn-out clauses

LBi has acquired a substantial part of its businesses through acquisitions. Several of the contractual agreements in relation to these acquisitions contain earn-out clauses in which substantial amounts may have to be paid in the future by means of the issuance of shares. As a result of the Merger, it will no longer be possible to issue LBi shares to satisfy these earn-out clauses. Failure to negotiate and/or agree with all the related contract parties to satisfy the obligations with New LBi shares instead of LBi shares might have a material negative effect on New LBi, its liquidity and/or its financial position (because New LBi may have to pay earn-out amounts in cash, as it is contractually entitled to do).

Assignments performed at a fixed price

Assignments performed at a fixed price on a pro forma basis account for 50-60% of New LBi’s revenue. Misjudgement about the resources required to complete such an assignment can generate a loss.

Revenue and cost structure

BMM and LBi derive most of their revenue from the provision of services. As a company mainly devoted to consulting, the majority of New LBi’s costs will be employee-related. If the balance cannot be maintained,

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between personnel costs and the revenue New LBi obtains for the services provided, profitability may be affected in a negative way.

Restructuring

Due to substantial restructuring in the recent years and potential restructuring in the future it is currently unclear to what extent the current cost base of BMM and LBi and subsequently New LBi is sustainable in the future. Additional overheads resulting from additional staff in non-billable functions might be required in order to support New LBi’s current growth strategy. It is unclear if these additional costs can be absorbed by future gross margin growth and therefore this could have a negative impact on New LBi’s future profitability.

Reputation risk

Should New LBi not be able to fulfill clients’ expectations regarding projects, there is a risk that its reputation will be damaged, which could considerably reduce the possibilities of obtaining follow-up assignments or assignments from new clients.

Quality of the management information system

Due to the dynamic development of BMM and LBi in recent years, their respective management may only be aware of certain issues or information after some delay, which may have a material adverse effect on New LBi’s business, financial condition and/or results of operations.

Rental risk

Due to disposals and divestments of various subsidiaries, BMM and LBi are still subject to certain obligations to pay rent for space which the companies do not use and which New LBi will not use. The disability of New LBi to sublease these facilities could have a material adverse effect on New LBi’s financial condition and/or results of operations.

Market risk and economic risk

The majority of BMM’s and LBi’s clients’ IT investments are sensitive to changes in the economic climate (e.g. clients may choose to reduce their purchase of consultant services). Deterioration of the general economic conditions may have an adverse effect on the results of New LBi. As a result, New LBi might be obliged to adapt its organisation and range of services to prevailing conditions. Since the average backlog and pipeline for LBi amounts to approximately two to three months, forecasts and other forward-looking statements are primarily based on overall market development expectations of the management of New LBi. Since the market in which New LBi will operate is volatile and dynamic, the actual results may materially differ from those stated in forecasts and forward-looking statements which will affect the market value of its shares.

Exchange rate risk

Exchange rate risk is the risk of a change to a financial instrument when exchange rates fluctuate. Exchange rate risks may be broken down into transaction and translation exposure. Translation exposure arises by virtue of New LBi shareholdings in its foreign operating subsidiaries. Transaction exposure arises as part of the normal activities of the operating subsidiaries, which do business almost exclusively in their local markets and invoice predominantly in local currency, primarily SEK, DKK, AED, GBP, USD and EUR.

Interest rate risk

Interest rate risk is the risk that the value of a financial instrument will be affected or the ability to service external debt deteriorates due to changes in the market rate of interest. BMM and LBi have in the past and New LBi will in the future place excess liquidity in interest bearing instruments while awaiting attractive operating investment alternatives. BMM and LBi are parties to

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several debt agreements in connection with the conduct of their businesses. New LBi’s profitability may be adversely affected during any period of unexpected or rapid increase in interest rates for such debt.

Counterparty risk

Counterparty risk is the risk that a counterparty to a financial instrument transaction will be unable to meet its obligations.

New LBi will also have credit risks in its outstanding trade accounts receivables.

Restrictive covenants

BMM’s and LBi’s current debt arrangements contain certain restrictive covenants. Such covenants may restrict New LBi in terms of how New LBi can conduct its business. New LBi may, as a consequence of such covenants, be restricted in responding to changing market conditions or in pursuing favorable business opportunities. Further, New LBi will have to dedicate a substantial portion of its cash flow from operations to service debt, which in turn will reduce the amount of cash flow it will have available for capital investment, working capital and other general corporate purposes.

Refinancing risk

Refinancing risk is the risk that a company will not be able to obtain renewed financing or will incur significantly higher costs or less favorable terms and conditions in doing so. The pro forma calculations for New LBi show that it will have material interest-bearing loans, including leasing commitments and liquid funds.

Operational risks

Operational risks relate inter alia to the risk of the malfunctioning of information systems, communications systems, transaction processing and settlement systems during the regular processing but also during special projects such as the internet activities, as well as the risk of fraudulent and/or unauthorised transactions by New LBi’s employees or third parties. These operational risks may have an adverse effect on New LBi’s financial position and results.

Intellectual property rights

Failure of BMM or LBi and subsequently New LBi, to own or transfer all intellectual property rights created by or on behalf of BMM, LBi and/or New LBi (i.e. by its employees or third parties hired by or on behalf of them) during the course of its business (i.e. by rendering services to customers), might have a negative effect on New LBi and/or its operations.

Technical development

New LBi will continue to operate in a market driven by technology, and is dependent upon keeping up with technical developments. Should New LBi not be able to adapt its operations rapidly and cost effectively in pace with such developments, there is a risk that it might lose competitiveness, and consequently lose part of its market share.

Steady advances in the areas of design, information architecture and technology on the web and in digital media are the main catalysts for the growth of the Internet sector. New LBi’s success will be a function of it remaining in the forefront, having the ability to promote innovative, interactive digital solutions, and being perceived as a partner that can work with its clients on a long-term, strategic basis. If New LBi does not succeed to achieve and maintain such position, this will have an adverse effect on its future profitability.

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Future capital requirements

New LBi is dependent upon having access to sufficient liquid funds. New LBi may experience net cash flow shortfalls exceeding New LBi’s available funding sources. Additional capital may also be required by New LBi in connection with financing of new capital-intensive projects, acquisitions or for other investments in the future. In addition, New LBi may incur unanticipated liabilities or expenses. There can be no assurance that New LBi will be able to raise new equity or arrange new borrowing facilities in a timely manner on acceptable terms and in amounts necessary to conduct its ongoing and future operations, should this be required.

Taxation risk

New LBi will operate in various countries and is therefore subject to the risk of tax audits and assessments in these countries. Authorities may disagree with positions taken by New LBi, LBi or BMM and if that is the case this may have a material adverse effect on New LBi’s financial condition, results and/or cash flow.

New LBi is exposed to risks regarding the correct application of the tax regulations in the jurisdictions in which it operates as well as possible future changes in the tax legislation of those relevant jurisdictions. New and changed regulations could have an impact on New LBi’s profitability.

Full control of BMM

The BMM shareholders who executed the SPA represent approximately 96.02% of the total issued ordinary share capital of bigmouthmedia (excluding any ordinary shares held by BMM itself). Currently, there are also non-voting class B shares outstanding in BMM with an aggregate nominal value of EUR 8,200 (representing approximately 9.57% of the aggregate nominal value of all issued shares in BMM) and such shares rank pari passu with the ordinary shares in terms of entitlement to income and capital. The Boards of Directors believe, having taken legal advice, that the four remaining holders of ordinary shares in BMM are contractually required to sell and transfer their shares to Obtineo pursuant to a drag-along clause in the agreement among the shareholders of bigmouthmedia, and that the non-voting class B shares outstanding in BMM should be acquired by BMM (by operation of law) following the transfer of all other ordinary shares in BMM to Obtineo. Drag-along notices were received by the shareholders to whom the notices were addressed on March 3, 2010. These shareholders had until March 29, 2010 to comply and transfer their respective shares. As of the date of this document, four ordinary shareholders in BMM (holding in aggregate approximately 3.98% of the total nominal value of all ordinary shares issued by BMM, other than any such shares held by BMM and excluding the non-voting class B-shares) have failed to comply with the drag-along notices served on them. Further, one of the holders of non-voting class B shares in BMM (who holds approximately 51.22% of all such issued shares) has threatened to contest the acquisition of his class B shares by BMM (as described above) and to litigate in this regard. In respect of the shareholders who have not complied with the drag-along, litigation will need to be initiated. This litigation will be led by the BMM shareholders for their own account. Should the dissenting holders of ordinary or non-voting class B-shares in BMM prevail in court which is always a possibility, then Obtineo would not acquire all shares in BMM, resulting in a continuing minority position in BMM in the form of both ordinary shares and non-voting class B shares, and ongoing administrative complexity in handling its affairs. Accordingly, it would be necessary to consider other means by which to confer full control over BMM to Obtineo, for example by way of a cross-border merger of BMM into Obtineo.

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Risks related to future development and forward-looking statements

This Information Document includes “forward-looking” statements. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “could”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause New LBi’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

Risks related to the Merger

The completion and implementation of the Merger

The implementation and completion of the Merger is subject to certain conditions which are described in the Merger Plan, including, without limitation, completion of the acquisition of bigmouthmedia and the PIPE, approval of relevant governmental authorities and the lapse of a two month creditor notice period. See further in section “Conditions for the Merger”. There can be no assurance that such conditions will be met, and if not, the Merger will not be effected.

Integration of LBi, Obtineo and BMM

Achieving the benefits of the Merger will depend in part upon meeting the challenges inherent in the successful combination and integration of the businesses. The integration period may lead to problems such as interruptions or impaired competitiveness in New LBi’s operations. Furthermore, the existing and future employees and customers of LBi, BMM and New LBi may experience uncertainty concerning the integration of the companies and choose to terminate their relation. Such terminated relations may present obstacles in the integration of the companies.

If any of these problems arise or if senior management’s attention is diverted, this may have a considerable negative effect on New LBi’s ability to achieve the expected gains of the Merger. In addition, delays encountered in the transition process could have a material adverse effect on revenues, expenses, operating results and financial conditions. There can be no assurance that New LBi will actually achieve anticipated synergies or other benefits from the Merger.

Customer and supply agreements

Some of BMM’s and LBi’s material contracts with customers and suppliers contain change of control clauses which may be triggered as a result of the acquisition of BMM by Obtineo, the Merger or an asset transfer as part of the integration process. In addition, BMM’s customers may cease doing business with New LBi for a variety of other reasons. In particular, some of BMM’s major customers may view New LBi as a competitor. They may also be unfamiliar with LBi or may find any changes that New LBi might make to BMM’s operations objectionable.

Should New LBi loose one or more of its major customers, this may lead to a substantial loss of revenue and profitability and a decline in the market value of New LBi’s shares.

Due diligence, no recourse

The due diligence investigation conducted by BMM and LBi on each other may not have revealed all relevant facts. BMM and LBi may not have identified all risks or liabilities relating to each others’ business in their due diligence investigation. BMM and LBi cannot guarantee that flaws in the other party’s assets, unexpected liabilities or other problems with their business will not be revealed following completion of the Merger. Moreover, New LBi shall not have any recourse on the BMM Shareholders if such flaws or problems arise (and vice versa).

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Final and binding effect of the Merger

After the final implementation of the Merger LBi will disappear as a legal entity and the shareholders of Obtineo, BMM and LBi will have very limited (if any) possibilities of seeking indemnification or compensation from the other company involved in the Merger or its shareholders as a result of breach of the Merger Plan or any other document or agreement governing the Merger. A cross border merger such as the Merger cannot be reversed in any way after the Merger Deed has been executed.

Tax consequences under Swedish and Dutch law

The possibility to merge a Swedish limited liability company with a Dutch equivalent has recently been incorporated in Swedish and Dutch law. This implies that the practical experience, as regards the tax treatment at the level of the Merging Companies in connection with a cross border merger, is limited. There is also limited practical experience with regard to new legislation in Sweden concerning the survival of carry forward losses in case of a change of ownership of a company. Consequently, a guarantee that the Merger will not entail adverse tax consequences cannot be given.

Failure of the Merger

LBi, BMM and Obtineo risk negative consequences if the Merger is not consummated. For example, the price of LBi’s shares may fall to such an extent that the current market price will reflect the expectation of the Merger not being consummated. Also, a large portion of the costs associated with the Merger must be paid irrespective of whether or not the Merger is consummated. In addition, in the event the Merger cannot be completed due to a breach by LBi of any of its undertakings in the Merger Plan or the Merger is not completed as a result of an event which is not caused by a breach of Obtineo of any of its undertakings or the fraud or willful misconduct of Obtineo, LBi is obliged to indemnify Obtineo and hold Obtineo harmless against any and all fees and costs incurred by Obtineo, the BMM Shareholders and the PIPE Investors. Furthermore, if the existing employees and customers of LBi and BMM choose to terminate their relation because they experience uncertainty concerning the integration of the companies following the Merger, this may have a negative effect on LBi’s, BMM’s and Obtineo’s operations if the Merger is not consummated.

Risks related to the shares

Make good payment

According to the SPA, the purchase price of the shares in BMM consists of (i) up to 35.8 million ordinary shares in Obtineo which will be issued to the BMM Shareholders at completion of the acquisition following the approval of the Merger by the shareholders’ meeting of LBi and (ii) a cash component up to a maximum amount of EUR 14.05 million which becomes payable to the BMM Shareholders (the “Make Good Payment”) whereby the amount is calculated by reference to the weighted average market price of the New LBi shares during a 3 months period, starting 15 months following the listing of the New LBi shares on NYSE Euronext Amsterdam, as follows: if the market price is equal to or lower than EUR 1.25, the Make Good Payment will be EUR 14.05 million; if the market price is equal to or higher than EUR 1.65, the Make Good Payment will be nil; if the market price is between EUR 1.25 and EUR 1.65, the Make Good Payment is calculated proportionally. (For more information see chapter “Additional information on Obtineo and bigmouthmedia”, section “Material agreements and related party transactions” under “Material agreements – Obtineo”). The contingent payment obligation by New LBi in respect of the Make Good Payment may have a negative effect on the market price of the New LBi shares prior to settlement of this payment.

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Major shareholders and special voting rights

Following the Merger and the Rights Offering (assuming that all rights will be exercised by the existing shareholders of LBi pro rata their current shareholding), a limited number of shareholders will hold a significant part of the issued and outstanding share capital of New LBi. Janivo will own approximately 13.7%, the Mol family approximately 13.2%, Carlyle approximately 12.7% and Cyrte approximately 9.8% of the issued and outstanding share capital of New LBi. (See chapter “Pro forma ownership” for an overview of the shareholdings as a result of the various transactions).

Carlyle will have a right to appoint, and Janivo will have a right to nominate, a member on the Supervisory Board following the listing of the New LBi shares on NYSE Euronext Amsterdam for so long as they hold at least 5% of the issued and outstanding share capital of New LBi each at the time of such appointment or nomination. In addition, as long as Carlyle holds at least 7% of the issued and outstanding share capital of New LBi, it has also the right to propose an independent candidate for nomination by the Supervisory Board.

These shareholders, when acting as a group, could have a significant influence over the outcome of corporate actions requiring shareholder approval, including the appointment of members of the Management Board and members of the Supervisory Board, any merger or sale of all or substantially all of the assets of New LBi or any other significant corporate transaction. These shareholders, when acting as a group, could delay a change of control of New LBi, even if such a change of control would benefit the other shareholders. The significant concentration of share ownership may adversely affect the market price of the New LBi shares due to investors’ perception that conflicts of interest may exist or arise and could impede New LBi’s ability to offer equity securities in the future at a time and at a price that are deemed appropriate.

Volatility

The market price of, and trading volumes in, the shares in New LBi may be volatile and could be significantly affected by, among others, the following factors:

A change in market conditions may affect the price performance of the New LBi shares regardless of New LBi’s operating performance or the overall performance of its industry. Accordingly, the market price of the shares may not reflect the underlying value of New LBi’s assets and operations. The price at which investors may dispose of their shares at any point in time may be influenced by a number of factors, only some of which may pertain to New LBi while others of which may be outside New LBi’s control.

Dividends

The payment of dividends in the future will depend among other things upon New LBi’s performance, financial position, funding arrangements and the expected capital needs of New LBi. In deciding whether to propose a dividend, the Management Board of New LBi will

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also take into consideration contractual, legal and regulatory restrictions on the payment of dividends and such other factors as it may deem relevant. Management Board decisions regarding dividends are subject to the prior approval of the Supervisory Board. There can be no assurance that New LBi will generate sufficient earnings to allow it to pay dividends and if it does, the general meeting of Shareholders may elect to reinvest the entire profit instead of paying dividends.

Dilution resulting from the exercise of outstanding options, warrants and the issuance of shares to pay the purchase price of acquisitions

Dilution resulting from the exercise of outstanding options existing and proposed under the Global Share Option Plan and any new share plan could adversely affect the price of the shares. Dilution could also occur from the exercise of warrants, to be issued by New LBi in connection with for example acquisitions in the future, and the settlement of existing and future earn-out clauses by means of an issuance of shares. (For more information see chapter “New LBi”, section “Equity incentive plans and corporate governance” and chapter “Additional information on LBi”.

No public market for New LBi’s shares on NYSE Euronext Amsterdam

Prior to the contemplated listing of the New LBi shares on NYSE Euronext Amsterdam, there has been no public market for New LBi’s shares in the Netherlands. Although the shares in LBi are listed and traded on NASDAQ OMX Stockholm and NYSE Euronext Amsterdam, no assurance can be given that a consistently active trading market for New LBi’s shares will develop or be maintained following the listing of the New LBi shares on NYSE Euronext Amsterdam, or that the market price of New LBi’s shares will not decline.

Illiquid trading and future sales

Following the Merger and the Rights Offering (assuming that all rights will be exercised by the existing shareholders of LBi pro rata their current shareholding), the shares held by Janivo and Cyrte in Obtineo as well as the shares acquired by the PIPE Investors under the Subscription Agreement, the shares acquired by the BMM Shareholders in connection with the acquisition of bigmouthmedia and the shares acquired by the Underwriters in connection with the Rights Offering are subject to a lock-up for a period of 18 months following the listing of the New LBi shares on NYSE Euronext Amsterdam. The shares allotted in the Rights Offering to the shareholders who signed an irrevocable undertaking will be subject to an 180 days lock-up (for more information see chapter “Additional information on Obtineo and bigmouthmedia”, section “Material agreements and related party transactions” under “Material agreements – Obtineo”).

It is impossible to anticipate the degree to which the investors’ interest in New LBi will lead to active trading in its shares during the first 18 months or how trading in the shares will function in the future. Should active and liquid trading not materialise or prove not durable, holders of shares in New LBi may find it difficult to sell their shares without driving down the market price, or at all.

Although the lock-up letters stipulate that any sale of the relevant New LBi shares shall be made as a structured sale process through a reputable investment bank designated by New LBi, any transactions in the New LBi shares following individual dispensation from the lock-up restrictions or following the expiry of the lock-up period, or the perception that such sale may occur, could materially and adversely affect the market price of the New LBi shares and could impede New LBi’s ability to offer equity securities in the future at a time and at a price that are deemed appropriate.

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Shareholders outside the Euro-zone are subject to exchange rate risk

The LBi shares will be delisted from NASDAQ OMX Stockholm and NYSE Euronext Amsterdam a few trading days prior to completion of the Merger. The shares of New LBi will subsequently, subject to application and admission, be listed on NYSE Euronext Amsterdam. The New LBi shares will be priced in EUR, and any future payments of dividends in respect of the New LBi shares will be denominated in EUR. Accordingly, any investor outside the Euro-zone is subject to adverse movements in the EUR against their local currency as the foreign currency equivalent of any dividends paid on the shares or received in connection with any sale of the shares could be adversely affected.

Certain shareholders who do not, or are not able to, exercise their subscription rights in the Rights Offering will be diluted

If shareholders of New LBi choose to not exercise their subscription rights or otherwise sell such subscription rights, or if shareholders of New LBi and/or financial intermediaries fail to comply with the procedures as well as the terms and conditions of the Rights Offering, the subscription rights will expire without any value or compensation. Shareholders who are resident in, or citizens of certain unauthorised jurisdictions will not be entitled to exercise their subscription rights and their subscription rights will be sold on their behalf. Furthermore, sale proceeds below a certain amount may not be paid out.

Accordingly, the proportionate ownership and voting in New LBi, for such shareholders as mentioned above will be reduced and the percentage that their ordinary shares will represent of the total share capital in New LBi will be reduced accordingly. Even if a shareholder elects to sell its unexercised subscription rights, or such subscription rights are sold on its behalf, the consideration it receives on the trading market for such subscription rights may not reflect the value of the immediate dilution of its percentage ownership of New LBi’s share capital as a result of the completion of the Rights Offering.

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BACKGROUND AND REASONS

This section should be read in conjunction with the Merger Plan and auditor’s statement thereon included in the appendices to this document.

On February 25, 2010 the Boards of Directors of LBI International AB (publ) and Obtineo Netherlands Holding N.V. announced a proposal regarding a merger of the two companies. The Boards of Directors have unanimously decided upon the form of the Merger in a joint Merger Plan. The merger will be implemented by way of a cross border statutory merger pursuant to which LBi will disappear and Obtineo will effectively absorb LBi. The agreed exchange ratio means that one share in LBi entitles to one share in New LBi.

Following a difficult last 18 months for the marketing industry in general, there is now increasing evidence of a recovery in online digital marketing spend. The structural shift towards the Internet as the primary sales and communication channel and the consequent growing demand for online marketing and e-commerce continues apace. Both LBi and bigmouthmedia have benefited from this trend.

The consolidation trend within the Internet consultancy industry has been driven partly by the quest for footprint and sales growth but also by a demand shift in the market. Blue chip customers are increasingly demanding more extensive full-service and geographical capabilities as well as more profound web consultancy and systems integration skills. In addition, these customers are also focusing on using fewer suppliers of these services. This increases the pressure on internet consultants to reach critical mass on both a service level and a geographic level. The changing customer requirements and the fact that LBi and bigmouthmedia have complementary service areas and can leverage their similar geographical coverage have created a natural platform for discussions regarding a merger.

A merger between LBi and the operations of bigmouthmedia creates a group with a greater critical mass and stronger strategic position in relation to both customers and capital markets. Post merger, the combined group will be one of the largest independent European digital marketing, communications, search, design, branding and technology firms. The combined group will have a market capitalisation of around EUR 180 million based on the volume weighted average share price for LBi for one month up to April 6, 2010, with a pro forma annualised 2009 net revenue for the combined group of approximately EUR 166 million and approximately 1,600 employees. Western Continental Europe will represent the largest geographic area of the combined group with 44 % of sales followed by the UK (30%), US (18%) and the Nordic countries (8%).

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The Boards of Directors believe that the Merger will enable the new entity to meet customer demand for a wider service offering and geographical reach. The joint entity will be a market leader in the following key European markets – the UK, Denmark, Sweden, Germany, Belgium, and the Netherlands. The Boards of Directors furthermore believe that the Merger between the two companies will create a larger critical mass and a stronger strategic position in the capital markets, as well as provide benefits for the companies and their shareholders.

The Boards of Directors hold the view that the preferred way to implement the Merger is by means of a statutory cross-border merger in accordance with the Swedish Companies Act and the Dutch Companies Act. The intention is that the terms of the Merger shall not generally imply any transfer of value from the shareholders of one company to the shareholders of the other company. The Board of Directors of LBi shall convene an Extraordinary general meeting at which the Merger Plan, including any necessary decisions, will be presented for approval. This shareholders’ meeting will be held on April 26, 2010.

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RESPONSIBILITY FOR THE CONTENT OF THIS INFORMATION DOCUMENT

This Information Document has been prepared by Obtineo, bigmouthmedia and the Board of Directors of LBi as a basis for the resolutions at the Extraordinary general meeting of LBi, on April 26, 2010. Obtineo is responsible for the sections “Introduction – Obtineo”, “Board of Directors, management and auditors – Obtineo”, “Material agreements – Obtineo” and “Related party transactions – Obtineo” under “Material agreements and related party transactions” in the chapter “Additional information on Obtineo and bigmouthmedia”. Bigmouthmedia is responsible for the sections “Description of operations – bigmouthmedia”, “Financial information – bigmouthmedia”, “Commentary on bigmouthmedia’s financial development”, “Other financial information for bigmouthmedia”, “History”, “Share capital development of bigmouthmedia”, “Material agreements – BMM”, “Related party transactions – BMM”, “Disputes – BMM”, and “Insurance – BMM” under “Material agreements and related party transactions” in the chapter “Additional information on Obtineo and bigmouthmedia” and bigmouthmedia’s annual reports for the financial years 2006/2007, 2007/2008 and 2008/2009 which are incorporated by reference. The Board of Directors of LBi is responsible for the section “New LBi in brief” in the Summary, the section “Statement of the Board of Directors of LBi” in the chapter “The Merger”, the sections “Operations and strategy”, “Market”, “Pro forma financial information”, “Other financial information for New LBi and “Share based remuneration” under “Equity incentive plans and corporate governance” in the chapter “New LBi” (save for the historical information relating to BMM, prior to any adjustments, for which bigmouthmedia is responsible), the chapter “Additional information on LBi”, the section “Tax issues in the Netherlands” and “Tax issues in Sweden” in the chapter “Other” and LBi’s annual reports for the financial years 2007, 2008 and 2009 which are incorporated by reference. Erik Penser Bankaktiebolag is responsible for the fairness opinion included in the chapter. “The Merger”. Obtineo and the Board of Directors of LBi are jointly responsible for the remaining contents of this Information Document.

Obtineo, bigmouthmedia and the Board of Directors of LBi hereby provide an assurance that all reasonable care has been taken to ensure that the information contained in this Information Document for which they are each responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

The Board of Directors

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METHOD FOR DETERMINING THE EXCHANGE RATIO

The exchange ratio has been determined with the intention of achieving a fair allotment of the shares in New LBi between the shareholders of the Merging Companies. In determining a fair exchange ratio, The Boards of Directors have taken a number of factors into consideration. The Boards of Directors have primarily considered the relative profitability of both companies by using EBITDA and taken into account the actual net debt and working capital positions, for which normalisations have been made.

By taking the above factors into account, the Boards of Directors have arrived at a relative value of one share in New LBi for one share in LBi. The exchange ratio for the Merger has therefore been set so that each LBi share will be exchanged for one share in New LBi as a result of the above methodology and valuation principles used to derive the value of New LBi and the allotment of shares to its shareholders.

The Board of Directors of LBi has obtained a fairness opinion regarding the exchange ratio from Erik Penser Bankaktiebolag, which has concluded that the exchange ratio is fair for the LBi shareholders from a financial perspective.

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STATEMENT OF THE BOARD OF DIRECTORS OF LBi

The Board of Directors of LBi has, prior to preparing a joint merger plan with Obtineo, thoroughly evaluated the effects of a merger with Obtineo.

The Board of Directors of LBi believes that the Merger will enable the new entity to meet customer demand for a wider service offering and geographical reach. The joint entity will be a market leader in respect of digital marketing, communications, search, design, branding and technology in the following key European markets – the UK, Denmark, Sweden, Germany, Belgium, and the Netherlands. The Board of Directors of LBi furthermore believes that the Merger between the two companies will create a larger critical mass and a stronger strategic position in the capital markets.

In order to determine a fair exchange ratio, the Board of Directors of LBi has primarily considered the relative profitability of both companies by using EBITDA and taken into account the actual net debt and working capital positions, for which normalisations have been made.

The Board of Directors of LBi has commissioned a fairness opinion on the exchange ratio from Erik Penser Bankaktiebolag. In its written opinion dated February 24, 2010, Erik Penser Bankaktiebolag stated that the exchange ratio is fair from a financial perspective for LBi’s shareholders at the time of the opinion. The opinion from Erik Penser Bankaktiebolag is presented separately in the section “Fairness Opinion from Erik Penser Bankaktiebolag”.

On the basis of the above, the Board of Directors of LBi considers that the exchange ratio where one share in LBi entitles to one new share in New LBi is fair.

Accordingly, the Board of Directors of LBi unanimously recommends that LBi’s shareholders, at LBi’s Extraordinary general meeting on April 26, 2010, approve the Merger Plan prepared by the Boards of Directors of LBi and Obtineo, which stipulates a merger of LBi and Obtineo with Obtineo as the acquiring company and LBi as the company to be dissolved.

Stockholm, April 12, 2010

LBI International AB (publ)

The Board of Directors

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APPROVAL AND IMPLEMENTATION OF THE MERGER

Following the approval of the Merger by the Extraordinary general meeting of LBi on April 26, 2010 it is anticipated that Obtineo will acquire bigmouthmedia and effect the PIPE.

Final approval of the Merger requires a qualified majority of 2/3 of votes cast and shares represented at the Extraordinary general meeting of LBi.

LBi has received irrevocable undertakings from shareholders representing 38,622,758 ordinary shares or 62.27 % of LBi’s share capital to vote in favour of the Merger Plan.

If LBi’s Extraordinary general meeting approves the Merger Plan, certain steps must be completed before the Merger can be effected, including the BMM acquisition, the PIPE and certain creditor related procedures in accordance with the Swedish Companies Act. LBi has already received irrevocable undertakings from its major known creditors not to object to the Merger as part of these creditor related procedures. The LBi shares will be delisted from Nasdaq OMX Stockholm and NYSE Euronext Amsterdam a few trading days prior to the Merger. The final day for trading in the LBi’s shares is expected to be four trading days prior to the SCRO’s registration of the Merger.

The Merger is expected to be completed at the earliest by July 2010. The Merger is effective on the day following the execution of the Merger Deed and will result in LBi being dissolved and its assets and liabilities being acquired by Obtineo under a universal title of succession. After the Merger has been registered with the Swedish Companies Registration Office (Sw: Bolagsverket) (the “SCRO”) LBi shareholders will, without further action, receive newly issued shares in New LBi.

Shares in New LBi that are issued as Merger consideration will entitle the holders to dividends as of the day after the execution of the Merger Deed. New LBi is expected to be listed on NYSE Euronext Amsterdam upon the completion of the Merger.

Subject to the admission to listing and trading on NYSE Euronext Amsterdam, the first day of trading in the New LBi shares issued as Merger consideration is expected to be on the third trading day following the registration of the Merger, which is expected to be around July 23, 2010. LBi will, as early as possible, announce the final date on which the SCRO will register the Merger.

The Merging Companies have agreed that, following the Merger and Listing and trading of the New LBi shares on NYSE Euronext Amsterdam, New LBi will launch a fully-underwritten EUR 10 million Rights Offering.

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MERGER TERMS AND INSTRUCTIONS

Merger consideration

LBi shareholders will receive one (1) new ordinary share in New LBi for every share held in LBi. Each share in New LBi entitles the holder to one vote at the general meeting. All shares have equal ranking rights and claims to New LBi’s profits and assets, save for the rights attached to the A share and B share carrying special rights with respect to the appointment or nomination of three Supervisory Board members (for more information, see chapter “New LBi”, section “Articles of association in brief” under “Supervisory Board”).

Issue of the Merger consideration

Obtineo’s shareholders have approved an issue of shares to constitute the Merger consideration. Those entitled to receive Merger consideration, will be shareholders registered in the share register of LBi on the Effective Date.

Costs

No commission is charged for the exchange of shares in conjunction with the Merger.

Pre-merger undertakings

Other than as described in the Merger Plan, each Merging Company undertakes that it shall, and that it shall procure that each member of its group shall, during the period from this day and until the Merger Deed Execution, carry on its business in the ordinary and usual course and so as to maintain it as a going concern and shall not, without the prior written consent of the other party, take any of the following actions:

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The Merging Companies undertake to, in consultation with each other, take all necessary actions within their respective power or control in order to complete the Merger on the terms set out herein. If, before the Merger Deed Execution, a Merging Company breaches a pre-merger undertaking set out above in (1) clause (a) up to and including (e) above or (2) in the preamble to the pre-merger undertakings or in clause (f) up to and including (j) above in any such way which would result in a material adverse effect on the Merger or the new group created by the Merger, and in any such case is not repaired (if capable for repair) within 21 days following the breach, the other Merging Company that did not commit the breach shall be entitled to terminate the Merger Plan by written notice to the other party being received prior to the Merger Deed Execution.

If the Merger has not become effective prior to September 30, 2010 the Merger Plan will terminate.

Conditions for the Merger

The Merger Deed Execution is conditional upon:

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If any of the above conditions is not satisfied prior to the Merger Deed Execution, the Merger will not be implemented and the Merger Plan will terminate, provided that Obtineo may waive the condition under 5 above.

Reference is also made to the right of any Merging Company to terminate the Merger Plan prior to the Merger Deed Execution in case of a breach of a pre-merger undertaking by the other Merging Company, as set out in the previous section.

Merger execution and settlement of Merger consideration

The Merger process is expected to be completed by July 2010, at the earliest. Once the Merger Deed has been executed, LBi will be dissolved as per the Effective Date. The shareholders of LBi will, without further action, receive newly issued shares in New LBi. The shares in LBi will be deregistered by Euroclear Sweden (formerly VPC AB), the Swedish Central Securities Depository, from each holder’s securities account (Sw: VP-konto) and instead the New LBi shares will be registered on the securities account, which is expected to occur not earlier than on July 22, 2010. A VP-statement will be sent out to the shareholders and the shares in LBi will be delisted. The shares in New LBi will be listed on NYSE Euronext Amsterdam.

Directly-registered shareholders need to transfer their newly received shares in New LBi to a custody account with a nominee eligible for trading and delivery of financial instruments via NYSE Euronext Amsterdam, since trading in the New LBi shares cannot be settled through the Swedish Central Securities Depository system operated by Euroclear Sweden AB.

Necessary actions to receive the Merger consideration and trade shares on NYSE Euronext Amsterdam

After LBi’s Extraordinary general meeting has adopted the decisions necessary to implement the Merger, the creditor-related procedures have been finalised and the SCRO has registered the Merger, and other conditions for the Merger, set out above, have been fulfilled all shares in LBi will be exchanged for newly issued shares in New LBi without further actions needed from the LBi shareholders.

To be able to trade the newly received shares directly-registered shareholders need to transfer their shares from the securities account (Sw: VP-konto) to a custody account (Sw: Värdepappersdepå) with a nominee bank or stock broker eligible for trading and delivery of financial instruments via NYSE Euronext Amsterdam. Directly-registered shareholders are therefore advised to transfer their LBi shares to a custody account with a nominee bank or stockbroker well in advance of the last day of trading of the LBi shares on NASDAQ OMX Stockholm, to avoid a potential re-stamping fee that could be charged by the succeeding nominee.

Last day of trading of shares in LBi

For technical reasons, the last day of trading of shares in LBi on NASDAQ OMX Stockholm and NYSE Euronext Amsterdam is four trading days prior to the registration of the Merger. Thus, the last day of trading of shares in LBi is expected to be on July 14, 2010.

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Trading in the new shares

Obtineo will apply for listing and trading the shares in New LBi on NYSE Euronext Amsterdam as of the Effective Date. Subject to the admission to listing and trading on NYSE Euronext Amsterdam, trading in the New LBi shares is expected to start on July 23, 2010, at the earliest.

Dividends for the new shares

The shares in New LBi, issued as Merger consideration will carry entitlement to dividend for the first time on any dividend record date that occurs after the Effective Date, which is expected to occur on July 17, 2010.

New share issue

Upon the admission to listing and trading on NYSE Euronext Amsterdam, New LBi will launch a fully-underwritten EUR 10 million share issue with preferential rights for LBi’s shareholders (the Rights Offering) with a subscription price of EUR 1.00 per share. Further information in respect of actions required for shareholders with directly or nominee registered holdings will be provided in the Listing and Rights Offering prospectus of New LBi, which will be published a couple of trading days before the Effective Date.

Instructions and registration for Extraordinary general meeting of LBi

The Extraordinary general meeting of LBi will be held on Monday April 26, 2010 at 1.30 p.m. at Hotel Anglais, Humlegårdsgatan 23 in Stockholm.

Shareholders, who wish to attend the Extraordinary general meeting must no later than April 20, 2010 have been recorded in LBi’s shareholder register issued by Euro-clear Sweden (formerly VPC), the Swedish central securities depository, and must also give notice of attendance to LBi via Eva Ottosson. Shareholders, whose shares are registered in the name of a nominee, must request the nominee to enter temporarily the shareholder in the share registry to be entitled to participate at the Extraordinary general meeting. Such registration must take place well in advance of April 20, 2010. Shareholders who wish to attend the Extraordinary general meeting shall give notice not later than 4 p.m. CET on Tuesday April 20, 2010 to LBi via Eva Ottosson.

E-mail: eva.ottosson@lbi.com

Mail: LBI International AB

Attention: Eva Ottosson

Hamngatan 2

SE-111 47 Stockholm

SWEDEN

Telephone: +46 8 41 00 10 40

Telefax: +46 8 411 65 95

When giving notice of participation, the shareholders must state their name, address, telephone number and personal identification number or company registration number. Shareholders represented by proxy should provide a power of attorney for the representative in connection with submitting the notice to attend. If the proxy is issued by a legal entity, a certified copy of the certificate of registration, or an equivalent certificate of authority, shall be attached to the proxy.

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WHAT WILL HAPPEN WITH YOUR SHARES?

The exchange ratio for the Merger consideration has been set at 1:1, which means that one (1) LBi share entitles the shareholder to receive one (1) New LBi share.

Are you directly-registered shareholder or are your holdings nominee-registered?

The New LBi shares will be directly connected with Euroclear Sweden (formerly VPC), meaning that all LBi shareholders with directly and nominee registered holdings will receive New LBi shares as Merger consideration.

Directly-registered shareholders need to transfer their newly received shares from the securities account (Sw: VP-konto) to a custody account (Sw: Värdepappersdepå) with a nominee bank or stockbroker eligible for delivery of financial instruments in Euroclear Netherlands in order to trade the New LBi shares on NYSE Euronext Amsterdam.

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To the Board of Directors of

LBI International AB (publ)

Hamngatan 2

111 47 Stockholm

Fairness Opinion

LBI International AB (publ) (”LBi” or ”the Company”) and Obtineo Netherlands Holding N.V. (“Obtineo”) (together “the Merging Companies”) have proposed a merger (“the Merger”) with the objective to form a new group intended to be named LBi International N.V. (“New LBi”). LBi is a public company operating under Swedish Law. The shares of LBi are listed on NASDAQ OMX Stockholm with a secondary listing on NYSE Euronext Amsterdam. Obtineo is a public company operating under Dutch Law.

As stated in the Merger Plan, the shareholders of LBi will receive one share in Obtineo for every share held in LBi, with Obtineo being the absorbing entity. Following the Merger, LBi will cease to exist and all the Company’s assets and liabilities will be acquired by Obtineo. The Merger involves, and is conditional upon, the following principal transactions, as set forth in the Merger Plan:

In addition to the above, a condition of the Merger, however not exhaustive, is the approval of the Merger Plan by a majority of two thirds of both the votes cast and the shares represented at a shareholders’ meeting in LBi. The shares of LBi will be delisted from NASDAQ OMX Stockholm and NYSE Euronext Amsterdam in conjunction with the effective date of the Merger. The shares of New LBi will subsequently, subject to application and admission, be listed on NYSE Euronext Amsterdam. As a part of the share purchase agreement between Obtineo and BMM, the shareholders of BMM are proposed the entitlement to additional cash payments related to level of the share price of the New LBi in a 3-month period ending 18 months following the effectuation of the Merger, and such additional cash payments being capped at a maximum of EUR 14 million (the “Make Good Mechanism”).

In connection with the above, the Board of Directors of LBi has requested Erik Penser Bankaktiebolag (“EPB”) to provide an opinion as to the fairness, from a financial point of view, of the proposed exchange ratio in the Merger for the shareholders of LBi.

EPB has based its opinion (“Fairness Opinion” or “Opinion”) on the following information:

Erik Penser Bankaktiebolag (publ.)  Biblioteksgatan 9  Box 7405  103 91 Stockholm  Sweden tel:+46 8 463 80 00  fax:46 8 678 80 33  www.penser.se

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EPB has relied upon the accuracy and completeness of the material provided and has not requested the information to be reviewed, audited or verified by third parties. The material provided to EPB has in several cases consisted of draft versions of the intended documents. In arriving at the statements made in this Fairness Opinion, EPB has assumed that the terms and conditions for the Merger, hence not finalised as of this date, will not, when made final, in any material respect differ from those described in the documents EPB has reviewed.

This Opinion does not address any legal, regulatory, taxation or accounting aspects of the Merger and is not an evaluation of the business rationale for proceeding with the Merger. The statements made in this Opinion is based on the economic, regulatory, monetary, and other conditions in effect as of this date and the information made available to EPB as of this date. EPB is under no obligation to update, revise or reaffirm the Fairness Opinion due to events or developments subsequent to this date that may effect the statements made in the Fairness Opinion.

In determining our Opinion, EPB has applied standard valuation methods and conducted sensitivity analyses as deemed appropriate with regard to the terms and conditions of the Merger. EPB has also analysed the possible outcomes of the Make Good Mechanism and its impact on shareholder value. EPB’s Opinion on the fairness of the exchange ratio in the Merger takes into account the forecasted financial effects of the proposed transactions comprising the Merger, the increased size and scope of New LBi’s operations, and the decrease in financial risk resulting from the Merger. The compensation offered to the shareholders of LBi in the Merger will be shares in Obtineo. The shares in Obtineo (to become New LBi) will be listed on NYSE Euronext Amsterdam as a condition of the Merger, ensuring liquidity of the compensation for the shareholders of LBi. However, the Swedish shareholders of LBi will face higher transaction costs in realising their holdings on NYSE Euronext Amsterdam compared to holding shares in LBi listed on NASDAQ OMX Stockholm.

Based on and subject to the terms stated above, it is the opinion of EPB, as of this date, that the exchange ratio in the proposed Merger is fair, from a financial point of view, for the shareholders of LBi.

EPB is authorised by the Swedish Financial Supervisory Authority to conduct banking and securities operations in accordance with Swedish Law. In the ordinary course of business, EPB may trade securities for its own accounts or for the accounts of its customers, and, accordingly, may at any time hold short or long positions in securities that may, directly or indirectly, be affected

Erik Penser Bankaktiebolag (publ.)  Biblioteksgatan 9  Box 7405  103 91 Stockholm  Sweden tel:+46 8 463 80 00  fax:46 8 678 80 33  www.penser.se

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by or affect the Merger. EPB is not acting as financial advisor to LBi. Upon delivery of the Fairness Opinion, EPB will receive a fixed fee, which is not contingent upon any statements made neither in the Fairness Opinion nor upon any action or event resulting from the use of the Fairness Opinion.

This Fairness Opinion is only intended for the use of the Board of Directors of LBi in their evaluation of the proposed Merger. The Opinion does not constitute a recommendation to the shareholders of LBi on whether to vote in favour of the Merger. Neither is the Opinion an assessment on the future development of the LBi share. This Fairness Opinion may me made public by the Company in whole but under no circumstances in part. Swedish Law will apply to the contents of this Fairness Opinion. Any disputes in respect of the contents of this Fairness Opinion or legal relations connected therewith shall be settled exclusively by Swedish courts.

Stockholm, 24 February 2010

Erik Penser Bankaktiebolag

Corporate Finance

Erik Penser Bankaktiebolag (publ.)  Biblioteksgatan 9  Box 7405  103 91 Stockholm  Sweden tel:+46 8 463 80 00  fax:46 8 678 80 33  www.penser.se

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THE PIPE

Following the approval of the Merger it is anticipated that, in addition to Obtineo’s acquisition of bigmouthmedia, Obtineo will conduct a private placement of shares in Obtineo of an amount of EUR 40 million (the “PIPE”). The purpose of the capital raising is to fund New LBi’s growth, both organic and through acquisitions.

Obtineo has signed a subscription agreement regarding the PIPE with Janivo, Cyrte, Carlyle, two other BMM Shareholders (Stephen Leach and Seamus O’Brien) and certain executive managers of LBi (Ewen Sturgeon, Luke Taylor and Huub Wezenberg) which will result in these parties holding in total 33,333,332 shares in Obtineo, against payment of EUR 1.20 per share.

The institutional investors are reputable private equity players with prior experience in the sector.

Janivo and Cyrte are entitled to a commitment fee of 3.5% of the aggregate subscription price of the PIPE shares acquired by them. Carlyle shall receive 3.5% of the aggregate subscription price of the PIPE shares acquired by it and the other two BMM shareholders. The total commitment fee for the PIPE is EUR 1.3 million. Completion of the PIPE is subject to satisfaction of the conditions precedent in the SPA (save for the condition relating to the PIPE).

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THE RIGHTS OFFERING – A NEW SHARE ISSUE WITH PREFERENTIAL RIGHTS FOR LBi’S CURRENT SHAREHOLDERS

The Merging Companies have agreed that, following the Merger, Listing and trading of the New LBi shares on NYSE Euronext Amsterdam, New LBi will launch a fully-underwritten EUR 10 million Rights Offering (the “Rights Offering”) with a subscription price of EUR 1.00 per share. The share issue provides existing LBi shareholders with the opportunity to invest in New LBi.

Janivo has committed to exercise its pro rata share of the Rights Offering in respect of the shares it receives in New LBi as a result of the Merger. Further, Obtino has entered into a subscription agreement (dated 24 February, 2010) with Janivo¹ and Cyrte² in respect of undertakings from them to subscribe for shares, which are not subscribed for by eligible shareholders in the Rights Offering, at a price of EUR 1.00, and are entitled to an underwriting fee of 3.5% of the aggregate amount of the Rights Offering, i.e. EUR 350,000. The Underwriters have informed LBi that they have received irrevocable undertakings from a number of the current shareholders of LBi, together representing 48.42% of the total issued shares in LBi, that they will participate in the Rights Offering. The shares allotted to these shareholders under the Rights Offering will be subject to a 180 day lock-up and the Underwriters will forward to them the underwriting fee in respect of their subscription undertakings.

The BMM Shareholders and the PIPE Investors are excluded from the Rights Offering in respect of the shares acquired by them pursuant to the acquisition of bigmouthmedia and the PIPE (including any shares currently owned in New LBi).

Following the Merger, if LBi shareholders take up their full allotment in the Rights Offering, they will in the aggregate own 51% of New LBi (see chapter “New LBi”, section “Pro forma ownership” for an overview of the shareholdings as a result of the various transactions).

Further information will be provided in the Listing and Rights Offering prospectus to be published by New LBi a couple of trading days before the Effective Date. The Listing and Rights Offering prospectus will be registered in the Netherlands.

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OPERATIONS AND STRATEGY

Operations

New LBi will combine LBi’s digital media, marketing, communications, design, branding and technology services with bigmouthmedia’s search engine marketing. New LBi will become one of Europe’s largest independent marketing and technology agencies, with strong capabilities in the US and a foothold in Asia and the Middle East. As a larger and more geographically spread company, New LBi will be able to meet the growing customer demand for one agency providing services across geographies. In addition, it will bring together a strong customer base of global blue chip companies and create a stronger appeal to attract and retain a talented workforce. New LBi will also to a larger extent capture additional knowledge sharing, which will be of great benefit for its clients. Going forward, New LBi aims to capitalise on the structural shift in spend from offline to online channels. With a strengthened financial position, the company will be well-positioned to drive further industry consolidation.

Strategy and vision

New LBi aims to transform the combined entity from currently being a leading independent European to a truly global full-service digital marketing and technology agency. The merger of LBi and Obtineo, and integration of bigmouthmedia’s operations into LBi’s international footprint are the first and most important steps in achieving this goal.

With the strong long-term support from existing and new shareholders who have provided significant equity resources, the combined entity is the ideal platform to make additional acquisitions to expand the current service offering and geographical footprint. For entrepreneurs and business owners in the digital marketing space the combined entity will be a highly attractive partner for those who are seeking new opportunities and routes to develop their businesses.

Dividends

Future dividend payments will depend, among other things, on New LBi’s performance, financial position, funding arrangements and expected capital requirements. In deciding whether to propose a dividend, the Management Board will also take into consideration contractual, legal and regulatory restrictions on the payment of dividends and other factors that it may deem relevant. Management Board decisions regarding dividends are subject to the prior approval of the Supervisory Board. There can be no assurance that New LBi will generate sufficient earnings to allow it to pay dividends and if it does, the Management Board may elect to reinvest instead of paying dividends. LBi has not paid dividends since the start of operations in the mid 1990s, and New LBi does not expect to pay dividends on the shares in the foreseeable future.

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Organisation

New LBi will employ approximately 1,600 employees across 15 countries, located primarily in major European, American and Asian business centers such as Amsterdam, Atlanta, Berlin, Brussels, Edinburgh, Hamburg, London, Madrid, Manchester, Milan, Mumbai, Munich, New York, Oslo, Paris and Stockholm. The head office, responsible for central administration and financial functions, will be relocated to Amsterdam to coincide with the newly created single NYSE Euro-next Amsterdam listing. The final organisational structure is not decided yet but will initially look like:

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MARKET

Introduction

The New Group will be present in the UK, the US, Cent-ral and Southern Europe and Scandinavia, India, China and UAE.

The digital marketplace has matured significantly in the past year. There has been a shift from multiple suppliers to single full service relationships where the agency understands the full customer journey underpinned by an appetite for sophisticated analytics and CRM. Technology has also opened up more efficient flexible ways of working, allowing agencies to service global accounts using experts clustered in certain territories rather than through the inefficiency of market silos.

At present, clients are focusing more on the potential for digital content to build their brands amongst highly motivated digital communities, and social media have become the major influencer of purchase decisions. There has also been an increase in branded digital utility, where marketing and the service collide, this is born out most obviously in the rise of the iphone application. Mobile marketing has yet to reach its tipping point, though in 2009 revenues became significant as brands began to explore the massive potential of the ubiquitous mobile device.

The information below is mostly based on the following sources: IPA (Institute of Practitioners in Advertising), TNS Global, Harrison Interactive, Magna, ChangeWave, Worldwide partners, The Aberdeen Group, Forrester and Group M.

The information in this section has been accurately reproduced and as far as LBi is aware and is able to ascertain from information published by the sources above, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Competition

New LBi will be exposed to intense competition. Its rivals include other companies, some of which are quite large, as well as the divisions of current and prospective clients. While responding quickly to changing client requirements, New LBi needs resources to develop the market and sell both new and established services. Failure to satisfy demands and remain competitive in these and other respects could be detrimental to New LBi’s operations, earnings and financial position. The digital marketing sector could still be considered as fragmented and further consolidation opportunities are expected. New LBi’s key competitors are Sapient, Razorfish, Digitas, AKQA, Ogilvyone and Tribal DDB.

Online advertising

Over the long-term the movement of audiences and marketers from traditional display and broadcast media to interactive media is anticipated to accelerate. According to GroupM’s June 2009 forecast¹⁾ , online advertising, which includes display, search, video, and other categories, is expected to reach USD 26.1 billion in spending in 2010.

The online marketing sector is assumed to continue to outperform traditional advertising. In particular, the Search market continues to grow. The Forrester report²⁾ on growth of online activities over the past three years shows that general activities are steadying. Functions such as email and search are the mainstays of online activities. Therefore companies continue to funnel a majority of their online marketing budgets into search engine optimisation and email marketing campaigns. According to Forrester research, online social networking shows double-digit growth numbers and online media use is growing in single numbers. With regard to mobile internet the adoption rates of many of the advanced cell phone functions are still small, but they

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show that people have an interest in a mobile device with other features than just talking.

In the wider context of more people spending more time online, a decrease in online marketing budgets is less likely. Marketing needs an audience and that audience is now increasingly expected to be located online. According to the Aberdeen Group Report “The ROI on Social Media” (March 2009), US adults now spend, on average, 30% of their leisure time online. With more than 70% increase since 2007, this is part of a recent and dramatic trend. The number is in addition likely to rise further as a greater proportion of the population spend more time at home due to the current economic downturn. Corresponding numbers for Sweden, Germany and the UK respectively are 18%, 23% and 28%¹⁾ . This means that even if overall discretionary consumer spend falls as a result of reduced income, a greater proportion of that income might be spent online. The effect on the share of marketing budgets being allocated to digital with falling consumer spend, but more time spent online is therefore difficult to assess.

In the Search Engine Marketing product segment, margins have been pressured as a result of lower discounts from search engine operators. During 2008 Google withdrew the Best Practice Funding commission from the market place and this has put earning pressure on the industry as a whole. However, the Merging Companies believe that an extended product portfolio with turnover in sectors with good margins, such as search engine optimisation and affiliate marketing, as well as products such as Online PR, Design Efficiency and Social Media Marketing will be able to compensate for this.

The Business-to-Business Market

Looking briefly at the impact of the current downturn on the Business-to-Business market, current dynamics are clearer. It is anticipated that marketing budgets will be reduced overall, while digital spend will remain stable or grow slightly. A survey from Worldwide Partners²⁾ , published in February 2009, shows that, in a sample of 83 global business leaders, 62% of North American CEOs and 39% of non-North American CEOs said that they think digital marketing budgets will increase in 2009.

New LBi consequently anticipates that digital budgets as a proportion of total marketing spend will grow. Over the long term a continued movement of audiences and marketers from traditional display and broadcast media to interactive media is expected to accelerate. In summation, the expected outlook for digital marketing is positive once the challenges of the current business cycle can be overcome.

Budgets cut in the UK and Europe

The UK market is recovering from the first quarter 2009, which is believed to represent the bottom of the UK market for digital & advertising services. According to the renowned Bellwether Report^{3 )}, published in the UK in January 2009, overall marketing budgets fell in Q4 2008 by 42%. This was based on the budgets of 300 global marketing organisations tracked by the IPA. The biggest falls in marketing spend has once again occurred in traditional media with over 30% reductions recorded for TV and print. However, for the first time since the economic downturn, digital was not immune. Search budgets fell by 4% and the decline across all other online marketing sectors was 7%. Especially a sharp drop-off in spend from clients in the Financial sector has impacted sales negatively.

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In the most mature markets, the US and the UK, there are benefits of having a disciplined approach. In both these regions there is increasing evidence of improved sentiment and as a consequence of New LBi’s strategy, significant improvements in both the top and bottom line could be achieved. New LBi will probably also benefit from the increasing trend to consolidate digital spend into the larger more mature full-service agencies.

US online market growth

In the US, similar positive trends are observed. The Aberdeen Group report “The ROI on Social Media” (March 2009) shows that social networking activity has grown 93% in the past two years, and is now a regular feature of online life for 76% of America’s 105 million broadband users. Add to that the knowledge that active social networkers spend an average of USD 101 online per month compared with USD 80 online per month for inactive or non-social networkers, and a clear upward economic trend is apparent, with a market valued at USD 1,471 billion in 2009. The report finds that 63 percent of companies plan to increase their social media marketing budgets in 2009. Social network advertising worldwide will rise almost 20% in 2009 to USD 2.35 billion, up from USD 2 billion in 2008.

Scandinavia

Scandinavian operations recovered slightly from the first quarter but are still under pressure as several larger Nordic clients are cutting budgets as a consequence of increased economic uncertainty. The slowdown on the Nordic market can over time be counterbalanced by funnelling clients via the UK, to make use of the good technical and creative skills in Denmark and Sweden and benefit from the lower cost rates. In response to the difficult circumstances, management has been able to downward adjust the cost base to ensure that the region delivers adequate margins.

Western continental Europe and Scandinavia

In western continental Europe and Scandinavia, market conditions are country specific. Overall, the recovery is more hesitant with a lagging top line and margin development. In the third quarter, performance in these regions is typically impacted by seasonality and the high proportion of holiday entitlement in the period.

The wider opportunity in Asia

For further context, and as a more positive look at future growth opportunities, note that in China, South Korea and Japan, Internet users spend respectively, 44%, 40% and 38% of their leisure time online¹⁾ . If regular participation in social network is the key indicator for increased consumer spend, there is reason for optimism, as only 24% of all Chinese broadband users currently regularly participate in social networking. Numbers for India and the Middle East, where New LBi is establishing a growing presence and reputation are lower still and correspondingly could present additional opportunities.

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PRO FORMA OWNERSHIP

The ownership information below for LBi is based on data from Euroclear Sweden and LBi as of 12 March 2010 and has been adjusted for additional known information. Obtineo’s current shareholders are Janivo Holding BV and CF I Invest CV (a limited partnership managed by Cyrte Investments GP I BV), each owning 50% of the shares in the capital of Obtineo. After completion of Obtineo’s acquisition of bigmouthmedia and the PIPE, Obtineo’s ownership structure will comprise of a combination of its original shareholders, bigmouthmedia shareholders and PIPE Investors.

As per the date of this information document, Obtineo has issued 27,666,666 ordinary shares with a nominal value of EUR 0.01 each. The total issued share capital of Obtineo following the completion of the acquisition of bigmouthmedia (assuming the successful conclusion of the drag-along process described in chapter “Risk factors” under “Full control of BMM”) and the PIPE prior to the Merger will be EUR 691,333, consisting of up to 69,133,332 ordinary shares with a nominal value of EUR 0.01 each.

The final pro forma ownership structure after completion of the proposed merger of LBi and Obtineo is shown below. Pre Rights Offering, LBi shareholders will own 47.3% of New LBi. If LBi shareholders take up their full allotment in the Rights Offering, they will own an additional 7.1%, or totally 51%, of New LBi.

Pro forma ownership structure in New LBi – pre Rights Offering

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Pro forma ownership structure in New LBi – post Rights Offering

Illustration of the new ownership, post Rights Offering

Shareholders’ agreements

On the Effective Date, the current shareholders’ agreement between the shareholders of Obtineo will cease to exist.

As far as the Boards of Directors are aware, no shareholder agreements or equivalent agreements exist between New LBi´s shareholders that could allude to joint influence over New LBi.

Furthermore, as far as the Boards of Directors are aware, no agreements or equivalent exist that could lead to a change in control of New LBi.

Share structure New LBi

Following the Rights Offering, New LBi’s issued share capital shall amount to 141,156,608 shares, whereof 141,156,606 ordinary shares (including 62,023,276 ordinary shares issued as Merger consideration), one A share and one B share, each with a nominal value of EUR 0.25. The A share will be held by CETP/Carlyle and the B share will be held by Janivo.

Each share in New LBi entitles the holder to one vote at the general meeting. The A share and the B share carry special rights with respect to the appointment or nomination of in total three Supervisory Board members. (For more information, see chapter “New LBi”, section “Articles of association in brief” under “Supervisory Board”).

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BOARD STRUCTURE, STRATEGIC ADVISORY COMMITTEE AND AUDITORS

Board structure

In line with the Dutch Companies Act, New LBi will have a two-tier board structure consisting of a Management Board, with responsibility for the day-to-day operations of the business, and a Supervisory Board, which will be responsible for the supervision of the management by the Management Board and the general course of affairs of New LBi.

It is proposed that Luke Taylor, current CEO of LBi, shall be the new CEO of the Management Board of New LBi, and Huub Wezenberg, current CFO of LBi, shall be CFO of New LBi. Fred Mulder, LBi’s current Chairman, shall become Chairman of the Supervisory Board. In addition to Mr Mulder, the Supervisory Board shall include Joost Tjaden (as nominee of Janivo, a Dutch private equity firm), Nazo Moosa (as appointee of Carlyle, a global private equity firm), George William Fink (recently joined the board of LBi) and an independent fifth member to be proposed by Carlyle. The Management Board members that will be appointed as per the Effective Date will be appointed for a period up to and including the close of the 2011 annual general meeting of Shareholders. The Supervisory Board members will be appointed upon the Effective Date for a period of up to four years.

Janivo and Cyrte are currently the sole shareholders of Obtineo. After completion of the acquisition of BMM by Obtineo, Carlyle and the other shareholders of bigmouthmedia will become shareholders of Obtineo. In addition thereto, the PIPE Investors will obtain shares in Obtineo pursuant to the PIPE (for more information see chapter “Additional information on Obtineo and bigmouthmedia”, section “Material agreements and related party transactions” under “Material agreements—Obtineo”).

Strategic Advisory Committee

A Strategic Advisory Committee will be formed to advise on the developments in LBi’s markets and within the peer group. This committee will be chaired by Frank Botman, CEO of Cyrte, and include Michiel Mol and Steve Leach, founders of Lost Boys and bigmouthmedia respectively.

Auditors

PricewaterhouseCoopers Accountants N.V. is proposed as New LBi’s auditor.

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PRO FORMA FINANCIAL INFORMATION

General information regarding the pro forma financial information

The pro forma financial information presented below has been prepared to illustrate how the financial posit-ion and earnings of LBi might be affected after a completion of the Merger. The pro forma balance sheet has been prepared as if the Merger was completed on December 31, 2009, and the pro forma income statement for 2009 has been prepared as if the Merger was completed on January 1, 2009. The balance sheet and income statement for LBi is derived from LBi’s audited consolidated financial statements for 2009. The balance sheet and the income statement for Obtineo is derived from an internal report of BMM for the period January 1 to December 31, 2009.

The Merger will be carried out in accordance with the purchase method and LBi has been identified as the acquiring company, applying the reverse merger principle. The reverse merger principle is applied because LBi shareholders will have the majority in respect of ownership and board composition of New LBi after the Rights Offering available exclusively to LBi shareholders. The preliminary acquisition value is based on LBi’s volume weighted average share price on March 31, 2010, of EUR 1.32. The final acquisition cost will be established based on the share price on the transaction date.

In preparing the pro forma financial information a preliminary measurement of the fair value of the acquired assets and liabilities has been made including a preliminary valuation of Obtineo’s intangible assets. Amortisation has been calculated from January 1, 2009 based on these preliminary values of the intangible assets resulting from the transaction. Adjustments for expected synergy gains and cost-savings in conjunction with the Merger have not been included.

In preparing final consolidated accounts for New LBi, LBi will establish new acquisition values for Obtineo’s assets and liabilities. The final acquisition analysis could lead to considerable changes in the financial statements of the companies and the new group.

New LBi intends to report consolidated accounts for the merged group as from July 2010, at the earliest. The information stated below, accordingly, does not necessarily reflect the result or the financial position that Obtineo and LBi would have had in combination if they had conducted their operations as a single unit over the same periods. Nor does the information necessarily provide any indication of the merged group’s future earnings.

The pro forma financial information is intended to describe a hypothetical situation and has been created only for illustrative purposes to provide information and highlight facts, and is not intended to present the financial position or earnings that the operation would have achieved had the formation of New LBi occurred during the reporting period; nor is it intended to represent an actual financial position or the operation’s earnings for any specific time or period in the future.

The work performed by the independent accountants has not been carried out in accordance with auditing standards generally accepted in the United States of America and accordingly should not be relied upon as if it had been carried out in accordance with those standards.

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Adjustments and assumptions

The purpose of the pro forma is to illustrate the position and the earnings of the combined companies after the planned Merger. The notes to the pro forma adjustments give additional information to significant items in the accounts or explain the adjustments and the assumptions related to the Merger. Adjustments for synergy gains and cost-savings in conjunction with the Merger have not been included.

In accordance with IFRS 3 (revised) transaction costs in relation to business combinations should be recorded in the income statement for transactions made after January 1, 2010. Costs in conjunction with the Merger and Obtineo’s acquisition of BMM are estimated to EUR 6.2 million. The pro forma financial information has been prepared on the assumption that 100% of the shares in BMM are acquired by Obtineo. The reverse acquisition principle will be applied to Obtineo’s acquisition of BMM and BMM will be considered as the acquirer. As a consequence of Obtineo’s acquisition of BMM the historical consolidated financial statements of BMM will consitute the historical consolidated financial statements of Obtineo.

In accordance with the reverse merger principles the acquisition price of Obtineo will be based on the exchange ratio between Obtineo and LBi, where each share in LBi will be exchanged for one share in New LBi, and the share price of LBi. The assumed acquisition price of Obtineo, including the assumed additional purchase price related to Obtineo’s acquisition of BMM, will be based on the number of shares in New LBi owned by BMM’s previous shareholders and the numbers of shares issued in connection with the private placement of EUR 40 million valued at a price equal to LBi’s volume weighted average share price on March 31, 2010, of EUR 1.32.

Under these conditions the reverse merger principle gives an acquisition price of EUR 102.8 million including an estimated additional purchase price of EUR 11.6 million related to Obtineo’s acquisition of BMM. The conditions for the additional purchase price are described in chapter “Additional information on Obtineo and bigmouthmedia” section “Material agreements and related party transactions” under “Material agreements – Obtineo”, “Share purchase agreement”. The private placement is a condition of the Merger as described in the appendix “Merger plan”, section “Conditions for the Merger”.

The difference between the acquisition price and the identifiable net assets acquired in the preliminary acquisition analysis has been recognised as goodwill.

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Accounting principles

The pro forma income statement and balance sheet have been prepared in accordance with the accounting and valuation principles applied by LBi from January 1, 2010 which will apply to New LBi. A description of the accounting principles can be found in LBi’s annual report for 2009. The accounting and valuation principles for Obtineo do not differ from LBi’s in any material respect. Accounting for all subsidiaries and units included in this pro forma accounting is in accordance with International Financial Reporting Standards (IFRS).

Pro forma income statements January – December 2009

The functional currency of LBi is SEK. The pro forma has been converted to EUR using an exchange rate of EUR/SEK: 10.6213 for the income statement, with the exception of impairment losses on fixed assets which have been converted using the exchange rate at the date when the impairment occurred.

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LBi – non-recurring items

Operating costs include non-recurring items with a total of EUR 5.2 million, whereof EUR 4.7 million is related to restructuring charges. EUR 0.5 million is capital losses from sales of subsidiaries.

Obtineo – non-recurring items

Operating costs include non-recurring items with a total of EUR 0.8 million, whereof EUR 0.8 million is related to restructuring charges.

Pro forma adjustments reverse merger

Note 1

A preliminary valuation of client relationships in BMM has resulted in a value of EUR 7.1 million and the corresponding deferred tax liability is EUR 1.8 million. The value of the client relationships will be amortised over five years.

In the pro forma the amortisation of the client relationships amounts to EUR 1.4 million per year and the related deferred tax is EUR 0.4 million. The amortisation on these client relationships in the income statement of Obtineo amounted to EUR 1.2 million and the corresponding tax to EUR 0.4 million giving a proforma adjustment of EUR 0.2 million in amortisation and EUR 0 million in tax.

Note 2

Costs related to the Merger are estimated to EUR 2.3 million. EUR 1.8 million of this amount is recorded as Other operating expenses in the income statement. EUR 0.5 million which was incurred in December 2009 is recorded as Other current assets as per December 31, 2009 and will reduce equity in connection with the Merger.

Note 3

As part of the Merger, phantom stock shares in BMM shall not pay out. The reversal of the liability at year end of EUR 1.6 million relating to these phantom stock shares will increase Other operating income. For more information on the phantom stock plan, see chapter “Additional information on Obtineo and bigmouthmedia”, section “Material Agreements and related party transactions” under “Material agreements – BMM” “Share based remuneration”.

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Pro forma balance sheets, December 31, 2009

The functional currency of LBi is SEK. The pro forma has been converted to EUR using an exchange rate of EUR/SEK : 10.353 for the balance sheet.

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Pro forma adjustments

Note 4

The equity in Obtineo is estimated to EUR 32.8 million including the private placement of EUR 40.0 million, the reversal of the liability related to phantom stock shares in BMM of EUR 1.6 million and excluding book value of goodwill and other intangible assets of EUR 34.7 million, cost in conjunction to the private placement and costs in conjunction to the acquisition of BMM. A preliminary valuation of client relationships in Obtineo has resulted in a value of EUR 7.1 million and the corresponding deferred tax liability is EUR 1.8 million. The remaining amount, EUR 64.7 million, is allocated to goodwill. Estimated additional purchase price in respect of the acquisition of BMM of EUR 11.6 million has been recorded as Other long term interest free liabilities.

Note 5

EUR 40.0 million will be provided from the private placement in Obtineo directed to Carlyle, Cyrte, Janivo and other investors as described in the section “Pro forma ownership”.

Costs in conjunction with the private placement, estimated to EUR 1.9 million, is recorded as a reduction of equity and cash and cash equivalents.

Note 6

Costs in conjunction to Obtineo’s acquisition of BMM is estimated at EUR 3.9 million which will be recorded in the income statement of Obtineo Group. New LBi will include Obtineo group in the consolidated income statement after Obtineo’s acquisition of BMM is completed and these costs will therefore not be shown in the income statement of New LBi. In the pro forma; costs related to the acquisition of BMM have reduced the equity of Obtineo and increased Short-term non-interest bearing debts.

Costs related to the Merger are estimated to EUR 2.3 million. EUR 0.5 million of this amount, recorded as Other current assets as per December 31, 2009, has been reduced. The remaining part, EUR 1.8 million, has been recorded as Short-term non-interest bearing debts. The total amount EUR 2.3 million has reduced equity.

Note 7

As part of the Merger, phantom stock shares in BMM shall not pay out. The liability at year end of EUR 1.6 million relating to these phantom stock shares will be reduced and equity will be increased with the same amount.

Miscellaneous

Obtineo – the parent company

Obtineo is expected to issue 62.0 million shares with an estimated share price of EUR 1.34 at the registration of the Merger which will increase the equity with EUR 83.1 million.

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AUDITORS’ REPORT REGARDING UNAUDITED PRO FORMA FINANCIAL INFORMATION

To the Board of Directors in LBI International AB (publ)

We have reviewed the pro forma financial information set forth on pages 41-46 of the information document related to the Merger dated April 12, 2010.

The pro forma financial information has been prepared for the sole purpose of providing information on how the Merger between Obtineo Netherlands Holding N.V. and LBI International AB (publ) might have affected the consolidated balance sheet of LBI International AB as at December 31, 2009 and its consolidated income statement for the financial year January 1, 2009 – December 31, 2009.

Responsibility of the Board of Directors and the Chief Executive Officer

It is the responsibility of the Board of Directors’ and the Chief Executive Officer to prepare pro forma financial information in accordance with the requirements of the Prospectus Regulation, 809/2004/EC.

Auditor’s responsibility

It is our responsibility to provide an opinion in accordance with Annex II, item 7 of the Prospectus Regulation, 809/2004/EC. We are not responsible for expressing any other opinion regarding the pro forma financial information or any of its constituent elements. We assume no liability with respect to financial information used in the compilation of the pro forma financial information, other than our liability in respect of the auditor’s report relating to historical financial information which we have previously provided.

Work performed

We have performed our work in accordance with FAR SRS recommendation RevR 5, Granskning av prospekt (Examination of Prospectuses). Our work, which did not include an independent review of the underlying financial information, mainly consisted of comparing the unadjusted financial information with source documents, assessment of the basis for the pro forma adjustments and discussing the pro forma financial information with the Directors of the company.

We planned and performed our work so as to obtain all information and the explanations we considered necessary in order to provide us with reasonable assurance that the pro forma financial information has been properly compiled on the basis stated on pages 41–46 and that the principles on which they are based is in accordance with the accounting principles applied by LBI International AB (publ).

Opinion

In our opinion, the pro forma financial information was compiled correctly in accordance with the principles stated on pages 41-46 of the information document related to the Merger and these principles are in accordance with the accounting principles applied by LBI International AB (publ)

Stockholm, April 12, 2010, Öhrlings PricewaterhouseCoopers AB

Hans Jönsson, Authorised Public Accountant

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OTHER FINANCIAL INFORMATION FOR NEW LBi

Statement regarding working capital

Obtioneo’s current working capital is not sufficient for the current needs during the upcoming twelve months period. Obtineo is a newly incorporated company and has no existing working capital on the date of this document.

The completion of the Merger is subject to the satisfaction of certain conditions, including, but not limited to, Obtineo acquiring the shares in bigmouthmedia, pursuant to the SPA dated February 24, 2010, which is expected to be completed on April 29, 2010, and Obtineo, pursuant to the Subscription Agreement dated February 24, 2010, conducting a private placement of shares in Obtineo of an amount of EUR 40 million (the PIPE), which is expected to be completed on April 29, 2010. Upon completion of the Merger, New LBi will launch a fully-underwritten EUR 10 million share issue with preferential rights for LBi’s shareholders (the Rights Offering).

It is the assessment of the board of directors of LBi that the Merging Companies, through the completion of the SPA, the PIPE and the Rights Offering, and the EUR 55,759,570 revolving credit facility that LBi has entered into with Danske Bank¹ on March 31, 2010, which following the Merger will be assumed by New LBi together with New LBi’s cash flow, will be able to cover the requirement for working capital for the coming 12 months.

If the Merger cannot be completed, the Merging Companies risk negative economic consequences, since a large portion of the costs associated with the Merger must be paid irrespective of whether or not the Merger is consummated. This may imply that LBi and/or BMM may have to renegotiate loan agreements and possibly seek new financing.

Investments

The business models of bigmouthmedia and LBi entail very low investment needs in respect of fixed assets. However, both companies have made significant acquisitions in the past and it is likely that New LBi will undertake acquisitions in the future.

Apart from acquisitions, bigmouthmedia’s and LBi’s main investments during the period 2006/2007-2008/2009 have been related to laptop computers and certain office refurbishments.

Except for normal replacement expenditures, New LBi has no significant other ongoing investments. However, New LBi could be obliged to make additional payments to the former owners of acquired companies due to earn-out agreements.

Other earn out obligations

The remaining provision for unpaid considerations for acquisitions (earn out dependent on the future profit-ability targets) amounts to EUR 12.8 million by the end of December 2009. An amount of EUR 5.3 million will fall due within 1 year. This excludes the amounts pay-able for TRIPLE, acquired in February 2010, which could lead to an additional payment of EUR 5.25 million. There is an option to settle earn out obligations in shares or cash (except for the final earn out term due to Special Ops Media payable in first quarter 2011).

Seasonal variations

New LBi will probably not have any seasonal variations. However, like other consultancies the revenue tends to decrease during the third quarter due to holidays in July and August. Holidays during Easter could also affect the revenue and could occur both during the first and second quarter.

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Cost for the Merger

The total costs related to the transaction are estimated to be around EUR 9.4 million¹⁾. These costs contain costs for the Merger, delisting in Sweden, new listing at NYSE Euronext Amsterdam, costs for the Rights Offering, commitment fees for the PIPE, underwriting fees for the Rights Offering and costs related to the acquisition of bigmouthmedia by Obtineo. Out of the total, an amount of around EUR 4 million will be recorded into the income statement, the rest will be recorded into equity or recorded as goodwill.

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ARTICLES OF ASSOCIATION IN BRIEF

Set out below is a summary of certain relevant information concerning New LBi’s management structure, corporate objects, share capital, certain significant provisions of Dutch corporate law and a brief summary of certain pro-visions of New LBi’s articles of association.

This summary does not purport to give a complete overview and should be read in conjunction with New LBi’s articles of association, together with the relevant provisions of Dutch law, and does not constitute legal advice regarding these matters and should not be considered as such.

An English translation of the articles of association is available at LBi’s website www.lbi.com or phone +46 (0)8 449 88 16.

Management structure

New LBi has a two-tier board structure, consisting of a Management Board (Raad van Bestuur) and a Supervisory Board (Raad van Commissarissen). In addition, New LBi has a Combined Board (Gecombineerde Raad).

Management Board

The Management Board is responsible for the day-to-day management of New LBi’s operations under the supervision of the Supervisory Board. The Management Board is required to keep the Supervisory Board informed, consult with the Supervisory Board on important matters and submit certain important decisions to the Supervisory Board for its approval, as further specified below.

New LBi’s Articles of Association provide that the Management Board will consist of two (2) members or such higher number (with a maximum of four (4)) as determined by the Supervisory Board. The Management Board members that will be appointed as per the Effective Date will be appointed for a period up to and including the close of the 2011 annual general meeting of Shareholders. The Supervisory Board may grant the title of Chief Executive Officer to one of the Management Board members and any other title to other Management Board members.

The Management Board may perform all acts necessary or useful for achieving New LBi’s corporate purpose, save for those acts that are prohibited by law or which are not in line with New LBi’s Articles of Association. The Management Board as a whole is authorised to represent New LBi, as is the Chief Executive Officer, individually, or two Management Board members, acting jointly.

Members of the Management Board are appointed by the general meeting of Shareholders from a binding nomination drawn up by the Supervisory Board. New LBi’s Articles of Association provide that new Management Board members shall be appointed or reappointed for a period up to and including the close of the next annual general meeting of Shareholders, unless provided otherwise in the resolution to appoint or re-appoint the Management Board member concerned.

The general meeting of Shareholders may suspend or dismiss Management Board members at any time at the proposal of the Supervisory Board or with a qualified

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majority. The Supervisory Board may also suspend Management Board members at any time.

Dutch law and New LBi’s Articles of Association require that (amongst others) resolutions of the Management Board with respect to a material change of the identity or the character of New LBi or its enterprise be approved by the general meeting of Shareholders by a resolution to be adopted with an absolute majority of the votes cast, which in any event include resolutions relating to:

Under New LBi’s Articles of Association, resolutions of the Management Board to grant a loan for the purpose of the subscription to or acquisition by third parties of shares in New LBi or of depositary receipts issued therefore must be approved by the general meeting of Shareholders, which approval shall be granted by a resolution to be adopted with a majority of at least ninety-five percent (95%) of the votes cast.

Under New LBi’s Articles of Association, the following resolutions of the Management Board must be approved by the Supervisory Board, which approval shall be granted by a resolution to be adopted with a qualified majority of at least two thirds of the votes cast:

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The Supervisory Board may determine that a resolution as mentioned above shall not require its approval if the amount involved does not exceed a value fixed by the Supervisory Board and notified to the Management Board in writing. The Supervisory Board shall be entitled to require further resolutions of the Management Board in addition to those listed above to be subject to its approval. Such further resolutions shall be clearly specified and notified to the Management Board in writing. The absence of approval by the Supervisory Board or the general meeting of Shareholders of a resolution as referred above shall not affect the authority of the Management Board or its members to represent New LBi.

Under New LBi’s Articles of Association, resolutions of the Supervisory Board which shall be adopted with a qualified majority of at least two thirds of the votes cast include amongst others:

Supervisory Board

The Supervisory Board is responsible for the supervision of the management of the Management Board and the general course of affairs in New LBi and the business connected with it. The Supervisory Board shall assist the Management Board by giving advice. In performing their duties the Supervisory Board members shall act in accordance with the interests of New LBi and the business connected with it.

New LBi’s Articles of Association provide that the Supervisory Board shall consist of five members. Only individuals may be Supervisory Board members. In the event that less than the number of Supervisory Board members required pursuant to the preceding sentence are in office, the Supervisory Board shall continue to be authorised to perform its duties, but the Supervisory Board is obliged as soon as reasonably possible to take such actions as necessary to increase the number of Supervisory Board members to the required level.

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The Supervisory Board members shall be appointed by the general meeting of Shareholders, provided that (i) one Supervisory Board member shall be appointed by the holder of the share A in accordance with Section 2:143 of the Dutch Civil Code, but only if the holder of the share A holds at least five percent (5%) of all issued and outstanding shares at the time of such appointment and (ii) one Supervisory Board member shall be appointed from a nomination, drawn up by the holder of the share B, but only if the holder of the share B holds at least five percent (5%) of all issued and outstanding shares at the time of such nomination. In addition, one Supervisory Board member shall be appointed from a nomination, drawn up by the Supervisory Board, comp-rising a candidate who is recommended by the holder of the A share and complies with the independence criteria set out in supervisory board regulations, but only if the holder of the share A holds at least seven percent (7%) of all issued and outstanding shares at the time of such nomination. The Supervisory Board members will be appointed upon the Effective Date for a period of up to four years. A Supervisory Board member shall be appointed or reappointed for a period of four years, unless provided otherwise in the resolution to appoint or reappoint the Supervisory Board member concerned. A Supervisory Board member may only be reappointed twice.

A Supervisory Board member may be suspended or dismissed by the general meeting of Shareholders at any time, provided that: (i) as long as the holder of the share A has the appointment right mentioned above, the holder of the share A may suspend or dismiss the Supervisory Board member appointed by the holder of the share A and (ii) as long as the holder of the share B has the nomination right mentioned above, any resolution to suspend or dismiss a Supervisory Board member, nominated by the holder of the share B, other than on the proposal of the holder of the share B, may only be adopted with a majority of not less than two thirds of the votes cast, representing more than half of total issued share capital and no second meeting of the general meeting of Shareholders can be held if this quorum is not met. The Supervisory Board may establish rules regarding its decision making process and working methods, in addition to the relevant provisions of New LBi’s Articles of Association.

Combined Board

New LBi shall have a Combined Board, consisting of all Management Board members and Supervisory Board members in office.

The Combined Board shall have the duties and powers granted to it by New LBi’s Articles of Association.

Corporate objects

Pursuant to Article 3 of New LBi’s Articles of Association, New LBi’s corporate objects are:

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and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

General meeting of Shareholders

General meetings of Shareholders shall be convened by the Management Board, the Supervisory Board or the Combined Board. The general meetings of Shareholders shall be held at Amsterdam, Haarlemmermeer (including Schiphol Airport), Rotterdam, Utrecht, Eindhoven or The Hague.

The notice of the meeting shall be effected no later than on the thirtieth day prior to the date of the meeting and shall state the items to be dealt with, the items to be discussed and which items to be voted on, the place and time of the meeting, the procedure for participating at the meeting by written proxy-holder, the address of the website of New LBi and, if applicable, the procedure for participating at the meeting and exercising one’s right to vote by electronic means of communication.

Shareholders individually or jointly representing at least three percent (3%) of the issued share capital, have the right to request the Management Board, the Supervisory Board or the Combined Board to place items on the agenda of the general meeting of Shareholders. Such item shall be included in the notice or shall be notified in the same way as the other subjects for discussion, if New LBi has received the request (including the reasons for such request) not later than sixty (60) days before the day of the meeting.

Except where the law or New LBi’s Articles of Association require a qualified majority, all resolutions shall be adopted by absolute majority of the votes cast.

Issue of shares and pre-emptive rights and granting of rights to subscribe for shares

In general, each holder of New LBi’s ordinary shares shall have a pre-emptive right to subscribe for newly issued ordinary shares, pro rata to the aggregate amount of that holder’s ordinary shares. Such pre-emptive rights do not apply, however, in respect of (i) ordinary shares issued for a non-cash contribution, and (ii) ordinary shares issued to employees of New LBi or its subsidiaries. Holders of ordinary shares do not have pre-emptive rights to subscribe for an issue of preference shares.

New LBi’s Articles of Association designate the Management Board, for a period of eighteen months from the Effective Date, as the corporate body authorised to issue shares, and/or to limit or exclude pre-emptive rights in relation to an issuance of shares with the prior approval of the Supervisory Board. This designation may be extended, either by an amendment to New LBi’s Articles of Association, or by a resolution of the general meeting of Shareholders, for a period not exceeding eighteen months in each case.

If the authority to issue shares has not been designated to the Management Board, or if the number of shares to be issued exceeds the authority of the Management Board, the issuance of shares shall require a resolution of the general meeting of Shareholders, to be adopted following a proposal thereto of the Supervisory Board.

No resolution of the general meeting of Shareholders or the Supervisory Board is required for an issue of shares pursuant to the exercise of a previously granted right to subscribe for shares.

These provisions shall apply correspondingly to the granting of rights to subscribe for shares, but shall not be applicable to the issue of shares to persons exercising a previously granted right to subscribe for shares.

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Acquisition of shares in New LBi’s capital

New LBi may not subscribe for its own shares on issue. New LBi may acquire its own fully paid shares at any time for no consideration. Furthermore, subject to certain provisions of Dutch law and New LBi’s Articles of Association, New LBi may acquire fully paid shares in its own capital if (i) its shareholders’ equity less the payment required to make the acquisition, does not fall below the sum of the paid-in and called-up share capital plus the reserves as required to be maintained by Dutch law or by New LBi’s Articles of Association and (ii) New LBi and its subsidiaries would thereafter not hold shares or hold a pledge over New LBi’s shares with an aggregate nominal value exceeding fifty percent (50%) of New LBi’s issued share capital.

Other than those shares acquired for no consideration, shares may only be acquired if the general meeting of Shareholders has authorised the Management Board thereto. This authorisation shall remain valid for a maximum of eighteen months. In the authorisation, the general meeting of Shareholders must specify the number of shares or depositary receipts therefore which may be acquired, the manner in which they may be acquired and the limits within which the price must be set. Such an acquisition also requires the prior approval of the Supervisory Board.

No authorisation from the general meeting of Shareholders is required for the acquisition of fully paid shares for the purpose of transferring these shares to employees of New LBi or of a group company under a scheme applicable to such employees (share option plan), provided that such shares are listed on a stock exchange. Any shares New LBi holds in its own capital may not be voted or counted for voting quorum purposes.

Shares in New LBi’s own capital may be disposed of pursuant to a resolution of the Management Board. Such a resolution shall be subject to the prior approval of the Supervisory Board.

Reduction of share capital

The general meeting of Shareholders may, at the proposal of the Supervisory Board, resolve to reduce New LBi’s issued and outstanding share capital by cancelling New LBi ‘s shares, or by amending New LBi’s Articles of Association to reduce the nominal value of New LBi ‘s shares. A resolution to cancel may only relate to shares held by New LBi itself or for which it holds the depositary receipts.

Dividends and other distributions

New LBi may only make distributions to its shareholders in so far as its equity less the payment required to make the acquisition, does not fall below the sum of the paid-in and called-up share capital plus the reserves as required to be maintained by Dutch law and New LBi’s Articles of Association.

Under New LBi’s Articles of Association, a dividend shall first, if possible, be paid to the holders of share A and the share B in the amount of four percent (4%) per annum of their nominal value. If, in a financial year, no profit is made or the profits are insufficient to allow the distribution provided for in the preceding sentences, the deficit shall be paid at the expense of the profits earned in following financial years.

After distribution of dividends on the share A and the share B, the Management Board determines allocation of the profits remaining, provided that no further distributions shall be made on the share A and the share B. Each year, the Management Board may, subject to the approval of the Supervisory Board, determine which

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part of the profits shall be reserved. The part of the profit remaining after reservation shall be at the disposal of the general meeting of Shareholders.

Under New LBi’s Articles of Association, New LBi may only make a distribution of profits to its shareholders after adoption of the annual accounts if permissible under the law given the contents of the annual accounts. The Management Board may, however, subject to the prior approval of the Supervisory Board, declare an interim dividend. The general meeting of Shareholders may, furthermore, upon the proposal of the Supervisory Board, resolve that a distribution is made from its equity in so far as its equity less the payment required to make the dividend payment, does not fall below the sum of the paid-in and called-up share capital plus the reserves as required to be maintained by Dutch law and New LBi’s Articles of Association and that such distribution shall not be paid in whole or in part in cash, but in shares or in any other form.

The company body competent to issue shares, grant rights to subscribe for shares and restrict or exclude pre-emptive rights in relation to an issuance of shares, and/or to grant rights to subscribe for shares, shall be authorised to resolve that in respect of any issuance of shares and/or granting of rights for shares, the nominal value of these shares shall be paid up on account of New LBi’s equity, to the extent it exceeds the aggregate of the paid in and called up part of New LBi’s share capital and the reserves which must be maintained pursuant to the law and to resolve that pre-emptive rights in respect of such issuance or granting are restricted or limited.

Claims to dividends and other distributions not made within five (5) years from the date that such dividends or distributions became payable, will lapse and any such amounts will be considered to have been forfeited to New LBi.

Amendment to New LBi’s Articles of Association

The general meeting of Shareholders may resolve to amend New LBi’s Articles of Association by a resolution adopted by a majority of not less than two thirds of the votes cast, at the proposal of the Supervisory Board.

Authorised share capital

At the date of this Information Document, Obtineo’s authorised share capital amounts to EUR 500,000, divided into 50 million shares, with a nominal value of EUR 0.01 each.

As of the Effective Date, New LBi’s authorised share capital shall amount to EUR 150 million, divided into 600 million shares with a nominal value of EUR 0.25 each, comprising 599,999,998 ordinary shares, one share A and one share B. The share A will be held by CETP and the share B will be held by Janivo.

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EQUITY INCENTIVE PLANS AND CORPORATE GOVERNANCE

Share based remuneration

Share options

It is currently proposed to set up a new equity incentive plan consisting of a Stock Appreciation Rights Plan and/or a so-called Jointly Owned Share Plan (“JSOP”). The maximum number of shares or appreciation rights available to be awarded under the new equity incentive plans is 12.9 million. The additional dilution as a result of the new incentive plan would be maximum 5% for the existing shareholders in case all awards are made in the form of shares.

Stock Appreciation Rights (‘SARs’) give the employees the right to receive a payment in cash during or after a certain period of time from the company that granted the SARs. The payment in cash is equal to the difference between the fair market value of the underlying shares at the moment of exercise of the SARs and the exercise price of the SARs. SARs will never lead to shareholdership. Therefore, the grant of SARs does not lead to any dilution for the shareholders in New LBi.

A JSOP allows employees to participate in any growth in value of the company from a certain point, generally based on the current value of the company plus a hurdle. Under this structure, ordinary shares would be acquired by an Employee Benefit Trust. The shares would be jointly owned by the trust and the employees (i.e. employees would be entitled to the growth in value, whereas the trust holds the underlying capital). The implementation of a JSOP would lead to a dilution for the shareholders in New LBi.

Incentive plan of LBi

As at December 31, 2009, there were 6,117,150 outstanding stock options granted under the LBI International AB Global Share Option Plan (the “Share Option Plan”), which together entitled the holders to purchase up to 4,467,900 LBi shares. In connection with the registration of the Merger it is the intention that share options granted under the Share Option Plan will be replaced by new share options in Obtineo on terms corresponding to the existing share options held in LBi. One option in LBi will thus be replaced with one corresponding option in New LBi.

All warrants issued by LBi in order to ensure LBi’s undertakings to deliver shares in connection with exercise of share options granted under the Share Option Plan will be cancelled in connection with the registration of the Merger. Accordingly, no such warrants will exist at the registration of the Merger.

Corporate governance

On December 9, 2003, the Dutch Corporate Governance Committee, also known as the Tabaksblat Committee, released the Dutch corporate governance code. With effect from January 1, 2009, the Dutch corporate governance code has been amended by the Frijns Committee (Code Frijns). The Dutch Corporate Governance Code contains 22 principles and 129 best practice provisions for executive boards, supervisory boards, shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance and enforcement standards.

Dutch companies listed on a government-recognised stock exchange, whether in the Netherlands or elsewhere, are required under Dutch law to disclose in their annual reports whether or not they apply the provisions of the Dutch Corporate Governance Code that relate to the executive board or supervisory board and, if they do not apply, to explain the reasons why. The Dutch Corporate Governance Code provides that if a company’s general meeting of shareholders explicitly approves the corporate governance structure and policy and endorses

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the explanation for any deviation from the best practice provisions, such company will be deemed to have applied the Dutch Corporate Governance Code.

The Dutch Corporate Governance Code will be applicable to New LBi. New LBi acknowledges the importance of good corporate governance. The Management Board and Supervisory Board generally agree with its basic provisions, and shall take steps to implement the Dutch Corporate Governance Code. As part of this process, New LBi shall form an audit committee and remuneration committee whose members shall be appointed from among the members of the Supervisory Board.

Information on the Supervisory Board committees will be included in the prospectus which will be published in connection with the Listing and the Rights Offering. In case New LBi cannot comply with certain relevant best practice provisions of the Dutch Corporate Governance Code, it will include an explanation in said prospectus.

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INTRODUCTION – OBTINEO

Obtineo is a newly incorporated company. On 24 February 2010, Obtineo entered into:

The completion of the acquisition of shares in BMM pursuant to the SPA and the completion of the PIPE pursuant to the Subscription Agreement is planned to take place a couple of trading days following the Extra-ordinary general Meeting of LBi in which the Merger is approved. The Rights Offering will commence following the listing of New LBi shares on NYSE Euronext Amsterdam. The completion of the transactions and the admission to listing and trading of shares in New LBi on NYSE Euronext Amsterdam (the “Listing”) are conditions precedent to the Merger. For further information, see section “Material agreements and related party transactions” , under “Material agreements – Obtineo” in this chapter.

Overview of Obtineo

If the shareholders of LBi vote in favour of the proposed Merger Plan, Obtineo has contracted to acquire the following prior to the Merger:

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DESCRIPTION OF OPERATIONS — BIGMOUTHMEDIA

Business overview

Bigmouthmedia’s business activities cover all areas involving the organisation of marketing activity for other entities on the internet. Bigmouthmedia uses centralised online service providers, such as the operators of the internet sites of Google and Bing, to perform its services. Of the more than 300 clients that bigmouthmedia serves globally, there are a large number of blue chip/household name clients.

Clients

Bigmouthmedia has a wide experience from working across most industry and service sectors. Clients include British Airways, Tesco, Mexx, BT, Cisco, Europcar, Topshop, Fujitsu, Kuoni, Scandic, Kellogg’s, Radisson, eBay, Stena Line and Skype.

Business areas

Bigmouthmedia’s business operations cover the organisation of marketing activity on the Internet as well as the provision of advisory and consultancy services for companies in the field of Internet marketing.

The business activities of bigmouthmedia mainly cover the following five lines of business:

Keyword Advertising

The Keyword Advertising line of business involves placing links in the advertising section of leading search engines which, when clicked on, link to customers’ sites. “Sponsored links” to search terms are sold in conjunction with real-time auctions. Bigmouthmedia’s experience in this field and its offering enable it to determine the most appropriate mix of placed search terms to meet its customers’ requirements and budgets.

Search Engine Optimisation

Search engine optimisation involves advising companies on how to improve the performance of websites in search engines’ natural search results. Performance can be improved by boosting positions, improving the ratio of searches to clicks, boosting the average transaction value of the site made by searchers, encouraging return visitors, increasing the amount of pages from the site found in the search engines, improving the speed at which search engines index the site and so forth.

Bigmouthmedia issues technical advice on the make-up of the site, from the code, to the site’s structure to additional technical specifications requested or required by different search engines. Bigmouthmedia helps coordinate and stimulate the growth of links to the site, provides content, distributes press releases, engages in social media outreach and other activities designed to improve the ‘quality signals’ the search engines’ algorithms detect and judge sites on.

Offered services include:

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Online Media Planning

Within the Online Media Planning line of business, bigmouthmedia uses a spectrum of online media techniques, ranging from banner campaigns, specialised forms of advertising through to cross-media communication concepts. The aim here is to ensure that the client achieves the best results by optimal use of the available advertising budget.

Affiliate Marketing

In the case of Affiliate Marketing, the online profile of a company is enhanced by placing links to other websites (which then ultimately pass internet visitors to the client company’s site). In this way, a client’s website can be made significantly more visible. Bigmouthmedia selects partner sites for the clients and determines the most effective picture and text links. Bigmouthmedia works together with a large and permanently growing number of partners in this field.

Social Media Marketing

Social Media Marketing involves advising clients on how to monitor, use and benefit from the dozens of social media sites, such as Facebook, Twitter, Digg, blogs and forums. This may also include running campaigns on those sites to increase the awareness of the client brand and positively Influence its sentiment.

Sales split

Regional split

During the period July 1 – December 31, 2009, UK accounted for 55% of the revenue. Germany accounted for 25%, Nordics 11%, Italy 6%, France 2% and Spain 1%.

Business area split

During the period July 1 – December 31, 2009, Search Engine Optimisation accounted for 44 % of the revenue. Keyword Advertising accounted for 39 %, Afiliate Marketing 10 %, Online Media Planning 3 % and Other 4 %.

Organisation and employees

At financial year end in June 2009, bigmouthmedia had 174 employees based in offices in Edinburgh, Hamburg, London, Madrid, Manchester, Milan, Munich, New York, Oslo, Paris, Stockholm and Trondheim.

The company’s operations in the UK, US, France, Italy, Norway and Spain are carried out through operating subsidiaries. Each country has its own operational managing directors who are responsible for the day to day performance of the territory and report to the central management team. The Swedish operations are run as a branch of bigmouthmedia AS in Norway, with its own general manager.

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FINANCIAL INFORMATION ON BIGMOUTHMEDIA

Financial overview for the full years 2006/2007–2008/2009 and the periods July–December 2008 and 2009

The financial statements for the last three fiscal years are incorporated into this information document by reference. All financial reports are available at LBi’s website www.lbi.com or phone +46 (0)8 449 88 16.

Bigmouthmedia’s annual reports for 2006/2007, 2007/2008 and 2008/2009 have been audited by KPMG AG. The auditor’s reports for 2006/2007, 2007/2008 and 2008/2009 have, respectively, been incorporated into each year’s annual report. The auditor’s reports follow a standardised formula and are without qualification. Bigmouthmedia’s consolidated accounts are prepared in accordance with the International Financial Reporting Standards (IFRS).

The information is extracted from audited annual accounts for each year and from internal reports of bigmouthmedia for current periods. Bigmouthmedia’s internal reports have not been reviewed by auditors.

Bigmouthmedia has a financial year ending on June 30.

Other operating expenses in Jul–Dec 2009 includes an impairment of intangible assets of EUR 11.3 million.

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