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(a)

(i)

The mandatory purchase offer dated July 16, 2002 (the “Mandatory Offer”) made by Microsoft Corporation, a corporation incorporated under the laws of the State of Washington (“Microsoft”), for the remaining shares of Navision a/s, a company organized under the laws of the Kingdom of Denmark (“Navision”), is attached hereto as Attachment 1(a)(i).

(ii)

Declaration from the board of directors of Navision recommending the Mandatory Offer, is attached hereto as Attachment 1(a)(ii).

(iii)

Cover letter, is attached hereto as Attachment 1(a)(iii).

(b)

Not applicable.

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(1)

Not applicable

(2)

Not applicable.

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Microsoft Corporation

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A

Definitions

A

Acceptance Form

B

Offer advertisement

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1

Definitions

2

Background

2.1

On 7 May 2002 Microsoft Corporation, a corporation incorporated in the State of Washington, the United States of America with IRS Employer Identification 91-1144442 (“Microsoft”) published a voluntary share purchase and exchange offer to acquire all of the shares of nominal value DKK 1 in Navision a/s (the “Navision Shares”), a corporation organised under the laws of the Kingdom of Denmark, CVR No. 76247218, Frydenlunds Allé 6, DK-2950 Vedbæk, Denmark (“Navision”), against either DKK 300 in cash per Navision Share or shares of Microsoft common stock of equivalent value (the “Voluntary Offer”).

2.2

On 8 July 2002, Microsoft announced through the Copenhagen Stock Exchange that at the expiry of the offer period of the Voluntary Offer Microsoft had received acceptances for nominally DKK 35,624,942 Navision Shares, corresponding to a total of 98.8 per cent of the votes and the share capital of Navision. Microsoft further announced that all conditions to the Voluntary Offer had been fulfilled, and that the Voluntary Offer had therefore become unconditional. On 12 July 2002 settlement of the tendered Navision Shares took place. Microsoft thus acquired nominally DKK 35,624,942 Navision Shares. Of the Navision Shares that were tendered under the Voluntary Offer, nom. DKK 16,219,732 (45 per cent), were paid in cash and nom. DKK 19,405,210 (53.8 per cent) were exchanged for shares in Microsoft.

2.3

The Board of Directors of Navision has decided to maintain its recommendation regarding the Voluntary Offer that the Navision Shareholders tender their Navision Shares pursuant to this Mandatory Offer. The recommendation by the Board of Directors, in accordance with Section 7, subsection 1, of the Danish Takeover Order, is enclosed with this Offer Document as it is being mailed to the registered Shareholders (the “Board Declaration”).

3

The Offer

3.1

Based upon the facts set out herein, Microsoft hereby makes a mandatory offer pursuant to Section 31 of the Danish Securities Act (the “Offer”) to the Navision Shareholders for all of the remaining Navision Shares on the terms of and subject to the conditions set out in this offer document (the “Offer Document”).

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3.2

The Navision Shareholders are offered a price of DKK 300 in cash per Navision Share (the “Offer Price”).

3.3

The Offer Price of DKK 300 per Navision Share represents the following premiums to the historical trading prices prior to the Voluntary Offer of the Navision Shares on the Copenhagen Stock Exchange:

3.4

The Offer takes effect as of 16 July 2002 and expires on 13 August 2002 at 20:00 hours (8:00 p.m.) Copenhagen time.

3.5

Prior to the Voluntary Offer, Navision’s Board of Directors confirmed to Microsoft that it had received opinions from Navision’s financial advisers, Nordea Securities and Schroder Salomon Smith Barney, that, subject to certain assumptions and limitations set forth in said opinions as of 7 May 2002, the offer price in the Voluntary Offer was fair from a financial point of view to the Navision Shareholders.

3.6

The purpose of Microsoft’s Offer is to acquire all outstanding Navision Shares which Microsoft did not acquire under the Voluntary Offer. As soon as practicable, Microsoft will request the board of directors of Navision to call a general meeting at which Microsoft will propose that a redemption clause be inserted in Navision’s articles of association. Subsequently, Microsoft will seek to redeem the Shareholders who have not accepted this Offer and apply to the Copenhagen Stock Exchange for a de-listing of Navision from the Copenhagen Stock Exchange.

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4

Information on Microsoft

4.1

Microsoft (NASDAQ: MSFT) develops, manufactures, licenses and supports a wide range of software products for a multitude of computing devices. Microsoft software includes scalable operating systems for servers, personal computers (PCs) and intelligent devices, server applications for client/server environments, knowledge worker productivity applications and software development tools. Microsoft’s online efforts include the MSNTM network of Internet products and services and alliances with companies involved with broadband access and various forms of digital interactivity. Microsoft also licenses consumer software programs, sells hardware devices, provides consulting services, trains and certifies system integrators and developers, and researches and develops advanced technologies for future software products. In the second quarter of fiscal year 2002, Microsoft launched Xbox, its future-generation video game system.

4.2

Microsoft’s business strategy emphasises the development of a broad line of software products for information technology professionals, knowledge workers, developers and consumers, marketed through multiple channels of distribution.

4.3

On 18 September 2001, Microsoft filed its financial results for fiscal year 2001, ended 30 June 2001, with the SEC on Form 10-K. Net income for the year was USD 7.35 billion and diluted earnings per share were USD 1.32. Revenues totalled USD 25.30 billion, an increase of 10 per cent over fiscal year 2000. Net income for the year fell to USD 7.35 billion from USD 9.42 billion and diluted earnings per share fell to USD 1.32 from USD 1.70 in fiscal year 2000. In fiscal year 2001, earnings include an unfavourable cumulative effect of an accounting change of USD 375 million (after-tax), or USD 0.06 per diluted share, and USD 3.92 billion (pre-tax) in impairments of certain investments, primarily cable and telecommunications investments. During fiscal year 2001, the weighted average number of Microsoft shares outstanding was 5.34 billion (diluted 5.57 billion). On 31 July 2001, there were 112,001 registered holders of record of Microsoft shares and the low and high Microsoft share prices per share were USD 41.50 and USD 82.00, respectively, during fiscal year 2001. Microsoft has not paid cash dividends on Microsoft shares.

4.4

On 30 April 2002, Microsoft filed its financial results for the third quarter of fiscal year 2002, ended 31 March 2002, with the SEC on Form 10-Q. Net income for the quarter was USD 2.74 billion and diluted earnings per share were USD 0.49. Revenues totalled USD 7.25 billion, a 13 per cent increase over USD 6.40 billion for the comparable quarter of the prior year. Net income for the quarter increased 12 per cent and diluted earnings per share increased 11 per cent to USD 0.49 from USD 0.44 in the third quarter of the prior fiscal year. During the third fiscal quarter, the weighted average number of Microsoft Shares outstanding was 5.42 billion (diluted 5.56 billion).

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4.5

For additional information about Microsoft, see Microsoft’s Annual Report on Form 10-K for the fiscal year ended 30 June 2001, Microsoft’s Proxy Statement for Annual Meeting of Shareholders held on 7 November 2001, Microsoft’s Quarterly Report on Form 10-Q for the third quarter ended 31 March 2002 of fiscal year 2002 which are available via EDGAR on the SEC’s website (http://www.sec.gov) or on Microsoft’s website (http://www.microsoft.com).

5

Information on Navision

5.1

Navision is one of the leading global providers of integrated business software solutions for small and medium-sized companies. Navision’s end-to-end, e-commerce and collaborative business management solutions are fully integrated client/server and Internet Software applications. Through its extensive network of more than 2,300 partners, Navision has sold more than 136,000 business software solutions. The main product lines include Navision Axapta®, Navision Attain® and Navision XAL®. Navision has approximately 1,300 employees and subsidiaries in 30 countries.

5.2

Navision was created through the merger of Navision Software a/s and Damgaard A/S in December 2000. Both companies were founded in the early 1980s and have since experienced significant growth through development of a competitive product suite, and a scalable business model.

5.3

On 19 February 2002, Navision announced its half-year report 2001/2002 (1 July – 31 December 2001). Net revenues rose 19 per cent to DKK 849 million over the comparable period the prior year. Revenue from Navision Financial/Attain and Navision Axapta grew 29 per cent. Operating income before goodwill amortisation (EBITA) increased by 127 per cent to DKK 196 million corresponding to an EBITA margin of 23 per cent against 12 per cent in the same period the prior year.

5.4

On 7 May 2002, Navision announced its earnings release for the third quarter of fiscal year 2001/2002 (ending 31 March 2002). Net revenues for the quarter were DKK 380 million, an increase of 17 per cent compared to same period last year. Year to date, revenues were DKK 1,229 million, an increase of 18 per cent compared to last year. EBITA for the quarter and year to date was DKK 45 million and DKK 241 million, respectively. EBITA margin for the year to date was 20 per cent compared to 13 per cent in the same period last year. Year to date and for the quarter, increase in license sales were 20 per cent. Navision maintains its revenue and EBITA forecast for fiscal year 2001/2002 of approximately 18 per cent growth in revenues and an EBITA margin of a minimum of 17 per cent.

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6

Selected Financial Data of Microsoft and Navision

6.1

The following tables provide selected financial data of Microsoft and Navision, which were derived from the financial statements of Microsoft and Navision. The data should be read in conjunction with the financial statements and are qualified by reference to notes and other information of Microsoft and Navision. The Microsoft table provides selected data of Microsoft for the fiscal years ended 30 June 1997 through 2001 and for the nine months ended 31 March 2002 and 2001, which were derived from the financial statements of Microsoft. Microsoft’s financial statement information is presented in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Navision table also provides selected financial data of Navision as of 31 December 2001 and for the six months ended 31 December 2001 and 2000, which were derived from financial statements as released by Navision. Navision financial statement information is presented in accordance with the accounting principles generally accepted in Denmark (“Danish GAAP”). The partial year financial statements of Microsoft and Navision are unaudited. The financial information of Microsoft presented below may not be comparable of that of Navision due, in part, to the differences between US GAAP and Danish GAAP.

6.2

Selected financial data of Microsoft

(1)

Fiscal year 2001 includes an unfavourable cumulative effect of an accounting change of USD 375 million (after-tax), or USD 0.06 per diluted share and USD 3.92 billion (pre-tax) in impairments of certain investments, primarily cable and telecommunication investments.

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6.3

Selected financial data of Navision

7

Business Rationale and Prospects for the Combined Group

7.1

The vision underlying the acquisition of Navision by Microsoft is to create a leading international provider of end-to-end business solutions for small and mid-sized businesses through a global network of partners dedicated to lasting customer relationships.

l

To deliver business solutions to small and mid-market businesses that will focus on core applications in Enterprise Resource Management, Supply Chain Management, Customer Relationship Management and Analytics;

l

To build on a common vision and complementary strengths that will create new value for customers and new opportunities for partners by delivering business solutions specifically tailored for local markets in conjunction with a global, world class partner and ISV community; and

l

To enhance Microsoft’s presence and investment in Europe with an experienced team of software developers, sales and marketing professionals and executive leadership that will represent the largest Microsoft product development centre located outside of the United States.

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8

Interest of Navision’s Directors, Senior Management and Certain Employees in the Offer

8.1

Navision’s directors, executive officers and certain employees have the following interests, rights and arrangements in and with Navision:

8.1.1

Board of Directors

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8.1.2

Management

8.1.3

Ownership of Navision Shares

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8.2

Navision has set up a wide range of stock based incentive programmes for employees, management and directors. In the aggregate, these programmes give rights to purchase or subscribe for a total of 1,899,902 Navision Shares at a weighted average exercise price of DKK 246 (potential changes in these figures due to exercise of accelerated options and warrants following expiry of the Voluntary Offer are not included). These programmes will not be affected by the Offer or by the transactions contemplated hereby, except as described above. Following the closing of this Offer and the redemption as described in Section 3.6, Microsoft may propose arrangements to the holders of employee options and warrants that could possibly result in terms that are more favourable to such holders than the terms of the Offer.

9

Terms of the Offer

9.1

The terms of the Offer, which the Navision Shareholders accept upon accepting the Offer, are as follows:

9.1.1

The Offeror

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9.1.2

Place of Settlement

9.1.3

The Offer Price

9.1.3.1

Payment of the Offer Price will take place as described below.

9.1.3.2

Brokerage fees and other costs charged by the Shareholder’s custodian bank or the Shareholder’s stockbroker shall be paid by the Shareholder.

9.1.4

The Offer Period

9.1.4.1

The Offer takes effect as of 16 July 2002 and expires on 13 August 2002 at 20:00 hours (8:00 p.m.) Copenhagen time (the “Offer Period”). At the expiration of the Offer Period, Danske Bank A/S, Corporate Actions, shall be in possession of the acceptance of the Offer through the Shareholder’s own custodian bank or stockbroker.

9.1.5

Once a Shareholder has bindingly accepted the Offer, such Shareholder will be precluded from exercising any Shareholders’ rights, including the right to vote on the tendered Navision Shares, even if a general meeting is held in the Offer Period.

9.1.6

When the Shareholder’s acceptance of the Offer has been received by Danske Bank A/S, Corporate Actions, the acceptance is binding and irrevocable for the Shareholder. The Shareholder is consequently excluded from accepting any offer from a third party irrespective of whether such offer is against a higher price than the Offer Price.

9.1.7

Navision Shares tendered in the Offer must be free from any security or third party rights.

9.1.8

Microsoft will announce the result of the Offer through the Copenhagen Stock Exchange no later than two Business Days after the expiry of the Offer Period.

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9.1.9

Acceptance Procedures

9.1.9.1

Shareholders wishing to sell their Navision Shares subject to the terms in this Offer Document must contact their own custodian bank or stock broker with a request for the acceptance of the Offer to be sent to Danske Bank A/S, Corporate Actions, Holmens Kanal 2-12, DK-1092 Copenhagen K, Fax no. +45 43 39 49 54, using the Acceptance Form attached to this Offer Document. Additional copies of the Offer Document with Acceptance Forms will be available upon request to Danske Bank A/S, Corporate Actions, Tel. +45 43 39 49 69.

9.1.9.2

Shareholders must complete and sign the Acceptance Form and submit it to their own account-holding institution or stock broker, duly filled in and signed, well in advance to allow the account-holding institution or stock broker sufficient time to process and send the Acceptance Form to Danske Bank A/S, Corporate Actions, before the expiration of the Offer Period.

9.1.10

Settlement

9.1.10.1

Settlement of tendered Navision Shares will be made through each Shareholder’s own depository bank or stockbroker. Settlement will take place against the depository banks’ and stock brokers’ delivery of the Navision Shares to Danske Bank A/S and will take place on a continuous basis, no later than three Business Days after receipt of the acceptance by Danske Bank A/S, Corporate Actions.

9.1.11

Overseas Shareholders

9.1.11.1

General

9.1.11.2

Canada, Australia and Japan

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9.1.11.3

Accordingly, copies of this Offer Document, the Acceptance Form attached to this Offer Document, the Advertisement and any related documents are not being, and must not be, mailed or otherwise distributed or sent in or into Canada (other than in or into Ontario and Quebec), Australia or Japan, including to Shareholders with registered addresses in Canada (other than in Ontario and Quebec), Australia or Japan or to persons whom Microsoft knows to be custodians, nominees or trustees holding Navision Shares only for persons in Canada (other than in Ontario and Quebec), Australia or Japan. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute or send them to Canada (other than to Ontario and Quebec), Australia or Japan. Envelopes containing Acceptance Forms should not be postmarked in Canada (other than in Ontario and Quebec), Australia or Japan or otherwise dispatched from Canada (other than from Ontario and Quebec), Australia or Japan and all Shareholders accepting the Offer must provide addresses outside Canada (other than Ontario and Quebec), Australia or Japan for the remittance or receipt of documents in connection with this Offer.

9.1.11.4

The Acceptance Form attached to this Offer Document will contain a representation and warranty from each Shareholder that such Shareholder has not received or sent copies or originals of the Offer Document, the Acceptance Form attached to this Offer Document or any related documents in, into or from Canada (other than in, into or from Ontario and Quebec), Australia or Japan.

9.1.11.5

A Shareholder will be deemed not to have accepted the Offer if such person is unable to make the representation and warranty set out above. Microsoft reserves the right, in its absolute discretion, to investigate, in relation to any such acceptance, whether that representation and warranty is correct and, if such investigation is undertaken and as a result of which Microsoft determines that such representation or warranty is not correct, the acceptance by such Shareholder shall not be valid.

9.1.11.6

If, in connection with making this Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this Offer Document, the Acceptance Form or any related documents in, into or from Canada (other than in, into or from Ontario and Quebec), Australia or Japan, such persons should: (i) inform the recipient of such fact; (ii) explain to the recipient that such action may invalidate any purported acceptance by the recipient; and (iii) draw the attention of the recipient to this Section 9.

9.1.12

Other Terms

9.1.12.1

The sale of the Navision Shares will be governed by Danish law.

9.1.12.2

Microsoft reserves the right to purchase Navision Shares in the market or in privately negotiated transactions during and after the Offer Period.

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9.1.12.3

The Offer Document has been prepared in Danish and English. In the event of any discrepancies the Danish version shall be the governing text.

9.1.13

Financing of the Offer

As of 31 March 2002, Microsoft’s cash and cash equivalents balance was USD 5.12 billion and its short term investments balance was USD 33.58 billion. The Offer will be financed out of Microsoft’s own funds.

9.1.14

Microsoft did not own any Navision Shares in the six months prior to the publication of the Voluntary Offer. By the Voluntary Offer, Microsoft acquired nominally DKK 35,624,942 Navision Shares at a price of DKK 300 per share of DKK 1 each, equal to the Offer Price in the present Offer. As of the date hereof, Microsoft thus owns a total of nominally DKK 35,624,942 Navision Shares.

9.1.15

Microsoft has not entered into any agreements with any of the Navision Shareholders in relation with this present Offer other than as described in this Offer Document, and all agreements related to the Offer which are of particular interest for the evaluation of the Offer have been described in this Offer Document.

10

Taxation

10.1

Microsoft urges each Shareholder to examine the particular tax consequences of an acceptance of the Offer. Each Shareholder is thus responsible for taxes payable pursuant to such Shareholder’s acceptance of the Offer. The following is a summary of certain Danish and US income tax consequences for domestic and foreign Shareholders who dispose of Navision Shares pursuant to the Offer. The summary of Danish tax consequences was prepared by Plesner Svane Grønborg. The summary is based on present applicable laws, regulations, court proceedings and administrative practice, all of which are subject to change. This summary may not apply to certain classes of Shareholders.

10.1.1

Taxation of Shareholders subject to Full Tax Liability in Denmark

10.1.1.1

As a general rule the Shareholders’ transfer of their Shares in accordance with the Offer constitutes a disposal of shares in Navision for tax purposes. Gains and losses are calculated on the basis of the Offer Price and will be treated in accordance with the rules in the Danish Act on Taxation of Capital Gains on Shares.

10.1.2

Taxation of Shareholders not subject to Full Tax Liability in Denmark

10.1.2.1

For shareholders who are not subject to full tax liability in Denmark, transfer of shares in Danish companies is not subject to Danish taxation unless the shares are held through a permanent establishment in Denmark. The shareholder may, however, be subject to taxation on a transfer of the shares in accordance with the rules of another country.

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10.1.2.2

Specifically, regarding US Navision Shareholders, the transaction will constitute a taxable disposition of Navision Shares for US federal income tax purposes. Generally, Navision Shareholders that are US residents or US citizens will be subject to US income tax on this transaction. Such persons should consult their tax advisors to determine the particular tax consequences for them.

11

Advisers

11.1

Financial Advisers:

11.1.1

Goldman Sachs International is the sole financial adviser to Microsoft.

11.1.2

Nordea Securities and Schroder Salomon Smith Barney are joint financial advisers to Navision.

11.2

Legal Advisers:

11.2.1

Plesner Svane Grønborg is legal adviser to Goldman Sachs International.

11.2.2

Gorrissen Federspiel Kierkegaard, Preston Gates & Ellis and Linklaters are legal advisers to Microsoft.

11.2.3

Kromann Reumert is legal adviser to Navision.

11.3

Securities Adviser:

11.3.1

Danske Securities AB, Copenhagen Branch, is Danish securities adviser to Microsoft.

12

Documents and Queries

12.1

This Offer Document and any accompanying documents are distributed at the request of, and for the account of, Microsoft, by mail to Shareholders who are registered in the share register of Navision except for certain foreign Shareholders in jurisdictions where it is illegal to do so. Additional copies of the Offer Document with the Acceptance Form and Exhibit A hereto may be ordered from and viewed at the offices of Danske Bank A/S, Corporate Actions (see Section 12.2 below).

12.2

For any queries in connection with the Offer, please contact:

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13

Governing Law and Jurisdiction

13.1

The Offer and any acceptance hereof are governed by Danish law.

13.2

Any dispute concerning the Offer or acceptances thereof must be brought before the Maritime and Commercial Court of Copenhagen.

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“Acceptance Form”

shall mean Attachment A to this Offer Document;

“All Trades”

shall mean the price quoted as “all trades” for securities listed on the Copenhagen Stock Exchange;

“Board Declaration”

shall have the meaning given to it in Section 2.3 of this Offer Document;

“Business Day”

shall mean any day except a Saturday, Sunday or other day which is either a public holiday in Denmark or a day on which the SEC is closed;

“Copenhagen Stock Exchange”

shall mean Copenhagen Stock Exchange A/S;

“Danish Companies Act”

shall mean the Danish Public Companies Act (Consolidation Act), No. 9 of 9 January 2002;

“Danish Takeover Order”

shall mean Danish Securities Council Executive Order No. 827 of 10 November 1999 under the Danish Securities Trading Act;

“Microsoft”

shall have the meaning given to it in Section 2.1 of this Offer Document;

“Navision”

shall have the meaning given to it in Section 2.1 of this Offer Document;

“Navision Share Capital”

shall mean the registered nominal share capital of Navision;

“Navision Shares”

shall mean the shares of common stock, nominal value DKK 1 per share, of Navision (Danish Securities ID code DK 0010251636);

“Offer” or

shall mean this present offer;

“Offer Document”

shall mean this offer document;

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“Offer Period”

shall have the meaning given to it in Section 9.1.4 of this Offer Document;

“Offer Price”

shall have the meaning given to it in Section 3.2 of this Offer Document;

“Person”

shall mean any individual, corporation, or other entity or legal person;

“SEC”

shall mean the United States Securities and Exchange Commission;

“Section”

shall mean the sections of this Offer Document;

“Shareholder” or  “Navision Shareholder”

shall mean any holder of Navision Shares other than Microsoft;

“Voluntary Offer”

shall have the meaning given to it in Section 2.1 of this Offer Document.

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Offer Price:

The shareholders are offered a price of DKK 300 per Navision share to be paid in cash.

Offer Period:

The Offer takes effect as of 16 July 2002 and expires on 13 August 2002 at 20:00 hours (8:00 pm) Copenhagen time.

No later than two business days after the expiry of the Offer Period, Microsoft will announce the result of the Offer through the Copenhagen Stock Exchange.

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Settlement:

Settlement will take place against delivery of the Navision shares from the Navision shareholders’ custody banks or stockbrokers to Danske Bank A/S and will, subject to the terms of the Offer, take place no later than three business days after receipt of the acceptance by Danske Bank A/S, Corporate Actions.

Terms:

Acceptances of the Offer are binding and irrevocable for the Navision shareholders when Danske Bank A/S, Corporate Actions, has received the acceptance. Shareholders who have accepted the Offer are consequently excluded from accepting any offer from a third party irrespective of whether such offer is for a higher price than the Offer Price.

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The global brand, industry leadership and long-term vision of Microsoft will enhance Navision’s opportunity to achieve its strategic goal of building global leadership in business applications.

–

The transaction helps fulfil Navision’s aspiration to provide enhanced growth and career opportunities for its employees. The employees of Navision will be valued employees of Microsoft and will help contribute to the future success of Microsoft.

–

Navision’s headquarters will become the major centre of development and operations for Microsoft Business Solutions in EMEA (Europe, Middle East and Africa). It will become Microsoft’s largest product development centre outside the U.S.

–

The transaction brings together two global providers of integrated business software solutions operating in the mid-market with the strongest partner networks in the world — Navision and Microsoft Great Plains Business Solutions — which each have proven business models for building and delivering world-class customer solutions.

–

Microsoft is committed to enhancing the business opportunities for Navision partners by deepening investments in Navision’s solutions, and by extending Microsoft’s sales and marketing support, development support, and technical resources to Navision partners.

–

Navision and Microsoft share a common vision for business applications. The combined technologies will enhance and broaden the solutions that customers have already invested in, and Navision and Microsoft will continue to provide customers new generations of business applications that make business processes easier and more interconnected.

–

The Mandatory Offer represents a premium of 36.7% compared to the last quoted share price prior to the announcement on 30 April, 2002, of a possible strategic transaction, and 41.2% compared to the average quoted share price for the 180 trading days preceding that announcement.

–

Nordea Securities and Schroder Salomon Smith Barney, as joint financial advisers to the Board of Directors of Navision, have in connection with the Voluntary Offer provided the Directors of Navision with an opinion, subject to certain assumptions and limitations, as to the fairness, from a financial point of view, of the cash consideration offered by Microsoft to the shareholders of Navision.

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