Nets receives takeover offer September 2017, presented by Vice - PowerPoint PPT Presentation

Nets receives takeover offer September 2017, presented by Vice Chairman Jeff Gravenhorst Powering Digital Payments

Disclaimer This presentation is being supplied to you solely for your information and for use at the presentation. The presentation (which includes oral statements made at the presentation), these materials and their contents are confidential and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, by any medium or for any purpose. By attending the meeting at which this presentation is made, or by reading these materials, you will be deemed to have (i) agreed to all of the following restrictions and made the following undertakings and (ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of the presentation. The information contained in the presentation has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions expressed herein. Neither Nets nor any of its affiliates, shareholders or any of their advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss arising from any use of the presentation or its contents or otherwise arising in connection with the presentation. The information and opinions contained in the presentation do not purport to be comprehensive, are provided as at the date of the presentation and are subject to change without notice. This presentation does not constitute an offer to buy and or sell securities in Nets and any shareholder in Nets should make their own investment decision on the basis of any offer document being published regarding the securities in Nets. Any shareholder in Nets should independently and on the basis of their own investigation determine whether to accept any offer to acquire their shares in Nets on the basis of the information contained in any offer document offering to acquire shares in Nets. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities. Shareholders are recommended to seek their own financial and other advice and should rely solely on their own judgment, review and analysis in evaluating Nets, its business and its affairs. This presentation contains forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and Nets’ anticipated or planned financial and operational performance. The words ‘may’, ‘will’, ‘w ill continue’, ‘should’, ‘expect’, ‘foresee’, ‘anticipate’, ‘believe’, ‘estimate’, ‘plan’, ‘predict’, ‘intend’ or variations of these words, including negatives thereof, as well as other statements regarding matters that are not historical facts or regarding future events or prospects, constitute forward-looking statements. Nets has based these forward-looking statements on its current views with respect to future events and financial performance. These views involve a number of risks and uncertainties, which could cause actual results to differ materially from those predicted in the forward-looking statements and from the past performance of Nets. Although Nets believes that the estimates and projections reflected in the forward-looking statements are reasonable, they may prove materially incorrect, and actual results may materially differ, e.g. as the result of risks related to the industry in general or Nets in particular. Factors that may affect future results include, but are not limited to, global and economic conditions, including currency exchange rate and interest rate fluctuations, delay or failure of projects related to research and/or development, unexpected contract breaches or terminations, unplanned loss of patents, government-mandated or market- driven price decreases for Nets’ products, introduction of competing pr oducts, reliance on information technology, Nets’ ability to successfully market current and new products, exposure to product liabil ity, litigation and investigations, regulatory developments, actual or perceived failure to adhere to ethical marketing practices, unexpected growth in costs and expenses, failure to recruit and retain the right employees, and failure to maintain a culture of compliance. 2

Agenda and key messages 1 Offer of DKK 165 per share – attractive premium 2 Board of Directors has decided to recommend the offer 3 A competitive process 4 The European payment industry is consolidating 5 Hellman & Friedman a competent growth oriented potential new owner 6 Next steps 3

Offer of DKK 165 per share – attractive premium Price per share (DKK) 1 Period Offer Price premium (%) Closing price on 30 June 2017 2 129.50 27% Volume Weighted Avg. Price (6 months including 30 June 2017) 122.00 35% 1. All share prices are in DKK per Share of a nominal value of DKK 1 2. 30 June 2017, was the last trading day on Nasdaq Copenhagen prior to the announcement regarding receiving a proactive expression of interest in acquiring Nets Share price development since IPO Nets confirms takeover discussions 4

Board of Directors has decided to recommend the offer Shareholders representing 46.0% of the share capital have agreed to accept the offer Board of Directors has decided to Acceptance of the offer recommend the offer Shareholder Holdings • The offer price provides an attractive premium AB Toscana (Luxembourg) 39.9% Investment S.à r.l. • Cash offer with no future risks and uncertainties for existing shareholders GIC Pte Ltd. 2.7% • Shareholders representing 46.0% of the share Directors and Management 3.3% capital have given acceptance of the offer Share of total capital 46.0% • Hellman & Friedman is a long-term growth- oriented potential new controlling owner • Investment by Advent and Bain to provide continuity to shareholder base 5

A competitive process • Board received expressions of interest and initiated discussions • Discussions with potential buyers were made public on 1 July 2017 following media leak • There have been thorough discussions with multiple parties • The process has ultimately resulted in one binding and attractive offer • Enquiries from industrial buyers, but no offer made 1 July 2017 25 September 2017 Discussion with potential Takeover offer announced buyers made public June 2017 1 September 2017 Confirmation that Approach by potential buyers discussions were on-going 6

Strong Nordic footprint could be leveraged Merchants 300,000+ Online #1 Banks Merchants (2) 30,000+ 240+ Position across the Nordic region (1) Corporates Distributors 240,000+ & Partners #1 #2 Digital Households Identities (#1 in 8 million e-Com) #1 Governments Consumers Central Banks  Initiated transaction from approx. 35 million cards  7.7+ billion transactions #1  DKK 475 billion of card transaction volume Notes 7 1. Management estimate based on First Annapolis study. Ranking based on number of card payment transactions processed or acquired 2. Part of the 300,000+ Merchants

The European payment industry is consolidating Acquisition 1 of Acquisition 2 of Acquisition of Acquisition of 13 June 27 June 4 July 17 July 20 July 21 July 25 July 2017 2017 2017 2017 2017 2017 2017 Acquisition of Acquisition of Equity investment in Equity investment in Baltics Source Transaction dates based on company announcements 1. Statement regarding possible offer released on 4 July, final terms released on 9 August 2. Statement regarding possible offer released on 21 July, final terms released on 4 August 8

Hellman & Friedman a long-term growth- oriented potential new controlling owner • Hellman & Friedman (H&F) is one of the oldest and most experienced private equity investment firms operating today • Since its founding in 1984, H&F has raised over USD 35 billion of committed capital and invested in more than 80 companies d • H&F invests in mature market-leading companies at critical junctures in their development with the aim of investing further and via M&A to accelerate long-term organic growth • H&F are exclusively focused on private equity, with no other products, and invest one fund at a time • H&F has a strong track record in the Nordics and extensive experience in building global franchises in the financial services & technology industries • H&F’s consortium includes, among others, Advent and Bain, GIC, Fisher Lynch, StepStone and Sampo 9

Next steps • Offeror will within the next 4 weeks publish an Offer document • Nets will in connection with the publication of the Offer document issue a Board of Directors statement containing a formal recommendation • The offer-period is expected to be 10 weeks • Requires offer acceptance from more than 90% of the shares and voting rights d outstanding • A final takeover will be subject to approval from relevant competition authorities and regulators • Anti-trust issues are not expected • Subject to approvals from and notifications to Danish, Norwegian, Finnish and Swedish regulatory authorities • If the takeover is approved, completion of the offer is expected to be in Q1 2018 10