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

This is an English translation of the Swedish version of the
press release. In
case of any discrepancy between the Swedish and English
versions, the Swedish
version shall govern.

On 15 December 2016 Axfood
Aktiebolag (publ) (“Axfood”) announced a cash offer
to the shareholders of
Matse Holding AB (publ) (“Matse”) to acquire all of the
shares in Matse (“the
Offer”). The offer document pertaining to the Offer was
made public on 20
December 2016.

  · The Offer has been accepted to such extent that Axfood,
after executing the
Offer, together with shares that Axfood has acquired
outside of the Offer, will
hold approximately 98.9 per cent of the shares and
votes in Matse.

  · As all of the conditions for the execution of the Offer
have been fulfilled,
Axfood has declared the Offer unconditional and will
execute the Offer.

  · Reporting of payment to shareholders who have accepted
the Offer up to and
including the final day of the Acceptance Period is
expected begin on 30 January
2017. The Acceptance Period expired on 23 January
2017 and will not be extended.

Acceptances under the Offer and Axfood’s
holding in Matse
Through 23 January 2017, 25,922,904 shares in Matse were
relinquished through
acceptances of the Offer, corresponding to approximately
79.6 per cent of the
shares and votes in Matse.

In addition, outside of the
Offer Axfood acquired 3,106,300 shares in Matse
pursuant to a Share Transfer
Agreement (at terms corresponding to the Offer),
corresponding to approximately
9.5 per cent of the shares and votes
in
Matse.[1] (http://connect.ne.cision.com#_ftn1) Further, through 23 January
2017
Axfood acquired 3,179,010 shares in Matse on Nasdaq First North (at prices
that
do not exceed the price set forth in the Offer), corresponding to
approximately
9.8 per cent of the shares and votes in Matse.

After execution
of the Offer and through the above-described acquisitions
outside of the Offer,
Axfood will hold a combined total of 32,208,214 shares in
Matse, corresponding
to approximately 98.8 per cent of the shares and votes in
Matse.

Further,
Axfood has entered into agreements to acquire all 458,438 warrants
2016/2019 in
Matse. The agreements are conditional upon Axfood declaring the
Offer
unconditional, and the acquisition of the warrants will now be
executed.

Beyond what is indicated above, Axfood neither owns nor controls
shares in Matse
at the end of the Acceptance Period, nor does Axfood hold any
other financial
instruments in Matse that entail any financial exposure
corresponding to a
holding of shares in Matse.

In summary, Axfood thus
controls – through acceptances under the Offer and
through acquisitions or
agreements to acquire shares outside of the Offer – a
combined total of
32,208,214 shares and 458,438 warrants in Matse, corresponding
to approximately
96.3 per cent of the total number of shares in Matse after
full
dilution.[2] (http://connect.ne.cision.com#_ftn2)

The Offer is declared
unconditional and will be executed
Execution of the Offer is conditional upon,
among other things, that the Offer
is accepted to such extent that Axfood
becomes the owner of shares representing
more than 90 per cent of the total
number of shares outstanding in Matse after
dilution. The condition for a set
level of acceptances has been fulfilled in
accordance with what is stated
above.

As previously communicated, the Swedish Competition Authority has
decided to
take no further action with respect to Axfood’s planned acquisition
of Matse.
The condition for execution of the Offer that Axfood receives the
necessary
regulatory clearance has thus also been fulfilled.

All of the other
conditions for execution of the Offer have also been fulfilled.

Axfood thus
declares the Offer unconditional and that it will execute the
Offer.

Acceptance Period and reporting of payment
The Acceptance Period
expired on 23 January 2017 and will not be extended.

Reporting of payment to
shareholders who have accepted the Offer up to and
including the final day of
the Acceptance Period is expected to begin on 30
January 2017.

Compulsory
redemption and delisting
Axfood intends to initiate compulsory redemption
proceedings in accordance with
the Swedish Companies Act for the purpose of
acquiring the remaining shares in
Matse and to promote a delisting of Matse’s
shares from Nasdaq First North.

Axfood may acquire additional shares in Matse
on the
     market.

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

     
[1] (http://connect.ne.cision.com#_ftnref1)
As previously communicated,
shareholders with holdings of a combined total of
27,093,272 shares in Matse
(corresponding to approximately 83.2 per cent of the
total number of shares and
votes) preliminarily committed themselves to
accepting the Offer. Of these
shares, Axfood thereafter acquired 3,106,300
shares outside of the Offer
(corresponding to 9.5 per cent of the shares and
votes in Matse).

[2] (http://connect.ne.cision.com#_ftnref2) Matse has
32,583,333 shares
outstanding, 458,438 warrants 2016/2019 and 864,800 warrants
2014/2017.
Additional information
Additional information about the Offer is
available on Axfood’s website
(www.axfood.se).
For press enquiries, please
contact: Cecilia Ketels, Head of Investor Relations,
+46 72 23 606 43.
Axfood
provides the information in this press release in accordance with the
Swedish
Corporate Governance Board’s Takeover Rules. The information was
submitted for
publication at 07.30 CET on 25 January 2017.
Axfood in brief
Axfood is active
in the food retail trade. Axfood conducts food retail and
wholesale business in
Sweden. The Axfood Group includes the store chains Willys
and Hemköp. Hemköp
also includes proprietor-run stores, and Axfood Närlivs
collaborates with
Tempo, Handlar’ n and Direkten. Axfood Närlivs also supplies
convenience
retailers. B2B sales are conducted through the Axfood Snabbgross
chain. Dagab
is responsible for the Group’s assortment development, purchasing
and
logistics. In all, Axfood has 264 Group-owned stores and approximately
820
collaborating stores. In 2015 Axfood’s total sales amounted to SEK
41,247
million, with an operating profit of SEK 1,760 million and an operating
margin
of 4.3 per cent, with 8,803 employees. During the interim period January
to
September 2016, Axfood had sales of SEK 32,239 million and an operating
profit
of SEK 1,501 million, corresponding to an operating margin of 4.7 per
cent.
Axfood is listed on Nasdaq Stockholm, and the principal owner is Axel
Johnson
Aktiebolag, with 50.1 per cent of the shares and votes. For further
information,
visit www.axfood.se.

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

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

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

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