Cevian Capital II GP Limited

FEES AND COMPENSATION

         A. Advisory Fees and Compensation.

                The fees applicable to each Fund are set forth in detail in each Fund’s offering
documents and/or governing documents. A brief summary of such fees is provided below.
The Investment Adviser has, in its sole discretion, from time to time, elected to reduce, waive
or calculate differently the fees and compensation for certain investors (i.e., in side letters)
and may choose to do so in the future.

         1. Domestic Fund

               Generally, the Domestic Fund will pay an aggregate monthly management fee,
payable in arrears (the “Management Fee”) to the Manager and Cevian Malta, equal to 1/12
of 1% to 1/12 of 1.75% of the balance of each capital account of an investor. The
Management Fee will be pro rated for any partial periods.

                Generally, at the end of the lock-up period applicable to each class of interests
in the Domestic Fund (which is either 1, 2, 3 or 5 years) the Investment Adviser is entitled to
an incentive allocation (the “Incentive Allocation”) in an amount equal to 18% to 20% of the
net capital appreciation (which includes both realized gains and losses and unrealized
appreciation and depreciation) allocated to an investor’s capital account for such period after
deducting the Management Fee debited to such investor’s capital account for such period,
subject to a loss carryforward mechanism as well as other requirements or features specified
in the Domestic Fund’s governing documents.

                In the event that the Domestic Fund is terminated or an investor withdraws
other than at the end of the applicable lock-up period, then for purposes of determining the
Incentive Allocation allocable at such time to the Investment Adviser, net capital appreciation
will be determined as if such dates were the end of a lock-up period, subject to certain
adjustments. In the sole discretion of the Investment Adviser, the Incentive Allocation may
be waived, reduced or calculated differently with respect to certain investors.

         2. Offshore Fund

                Generally, the Offshore Fund will pay an aggregate monthly Management Fee,
payable in arrears, to the Manager, equal to 1/12 of 1% to 1/12 of 1.75%of the net asset value
of each series of shares before deduction of that month’s Management Fee. The Management
Fee will be pro rated for any partial periods.

               As a limited partner in the Master Fund, the Offshore Fund will have a
separate capital account in the Master Fund for each series of shares and, accordingly, will be
subject to Incentive Allocations made by the Master Fund. The Offshore Fund will not pay a
separate incentive fee.

                Generally, at the end of the lock-up period applicable to the capital accounts in
the Master Fund corresponding to each class of shares in the Offshore Fund (which is either
1, 2, 3 or 5 years) the Investment Adviser is entitled to the Incentive Allocation in an amount
equal to 18% to 20% of the net capital appreciation (which includes both realized gains and

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losses and unrealized appreciation and depreciation) allocated to a capital account for such
period after deducting the Management Fee debited to such capital account for such period,
subject to a loss carryforward mechanism as well as other requirements or features specified
in the Offshore Fund’s governing documents.

                In the event that the Offshore Fund is terminated or an investor redeems other
than at the end of the applicable lock-up period, then for purposes of determining the
Incentive Allocation allocable at such time to the Investment Adviser, net capital appreciation
will be determined as if such dates were the end of a lock-up period, subject to certain
adjustments. In the sole discretion of the Investment Adviser, the Incentive Allocation may
be waived, reduced or calculated differently with respect to certain investors. Capital
accounts corresponding to management shares held by employees or affiliates of the
Investment Adviser will not be subject to an Incentive Allocation.

         3. Co-Investment Fund

              Generally, the Co-Investment Fund will not pay the Manager a Management
Fee. The Manager has the authority to charge the Co-Investment Fund a Management Fee,
however those fees have been waived.

                 Proceeds from a realized investment will be allocated among the investors that
have participated in such investment pro rata to their interest in the investment. The amount
allocated to each such investor and the Investment Adviser will be allocated in the manner
and in the following order of priority: (i) first, 100% to such investor until such investor has
received, taking into account all prior allocations, an amount equal to the aggregate of its
capital contributions drawn down at the time of allocation in respect of such investment; and
(ii) thereafter, 90% to such investor and 10% to the Investment Adviser calculated on an
aggregate basis for the investment upon final divestment of such investment. For the
purposes of the foregoing, the amount of any distribution will be deemed to be: (i) calculated
after taking account of the Co-Investment Fund’s expenses in relation thereto; (ii) calculated
before taking account of any tax assessable on, or payable by, an investor but after taking
account of any tax assessable on, or payable by, the Co-Investment Fund. The mechanisms
for distributing proceeds differ among investors, as specified in the governing documents
applicable to such investors’ investments in the Co-Investment Fund.

         4. Co-Investment Series P Feeder Funds and Co-Investment Series P Fund

              Generally, neither Co-Investment Series P Feeder Funds nor Co-Investment
Series P Fund will pay the Manager a Management Fee.

                As limited partners in the Co-Investment Series P Fund, the Co-Investment
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TYPES OF CLIENTS

                The Investment Adviser currently provides investment advice to Funds that
are private investment vehicles organized outside the United States, as described above.

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