Roadshow presentation -- 12-16 September 2016 Important - PowerPoint PPT Presentation

Roadshow presentation -- 12-16 September 2016

Important information This presentation has been prepared by B2Holding ASA (the “Company”) solely for information purposes and does not constitute, and should not be construed as, an offer to sell or issue securities or otherwise constitute an invitation or inducement to any person to purchase, underwrite, subscribe to or otherwise acquire securities in the Company or any member of the Group. The information contained in this document is confidential and is being made only to, and is only directed at, persons to whom such information may lawfully be communicated. This document may not be (in whole or in part) reproduced, distributed, stored, introduced into a retrieval system of any nature or disclosed in any way to any other person without the prior written consent of the Company. The information contained in this document has not been verified or reviewed by the Company’s auditors and, as such, is subje ct to all other publicly available information and amendments without notice (such amendments may be material). The Company makes no representation or warranty of any sort as to the accuracy or completeness of the information contained in this document or in any meeting or presentation which accompanies it or in any other document or information  made available in connection with this document and no person shall have any right of action against the Company or any other person in relation to the accuracy or completeness of any such information. Each recipient acknowledges that neither it nor the Company intends that the Company act or be responsible as a fiduciary to such investor, its management, stockholders, creditors or any other person. By accepting and providing this document, each investor and the Company, respectively, expressly disclaims any fiduciary relationship and agrees that each investor is responsible for making its own independent judgments with respect to any transaction and any other matters regarding this document. This document contains statements that constitute forward-looking statements relating to the business, financial performance and results of the Company and its subsidiaries (the “Group”) and the industry in which the Group operates. These statements may be identified by words such as “expectation”, “belief”, “estimate”, “plan”, “target”, or “forecast” and similar expressions or the negative thereof; or by forward -looking nature of discussions of strategy, plans or intentions; or by their context. All statements regarding the future are subject to inherent risks and uncertainties and various factors could cause actual future results, performance or events to differ materially from those described or implied in these statements. Such forward-looking statements are based on numerous assumptions regarding the Group’s present and future business strategies and the environment in which the Group will operate in the future. While management has endeavoured to ensure the accuracy of the material in the presentation, the presentation is provided for information only. The Company, its officers and management expressly exclude and disclaim any liability in respect of any decision made in reliance on the presentation. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this document or the underlying assumptions. The forward-looking statements in this document speak only as at the date of this presentation and the Company assumes no obligation to update or provide any additional information in relation to such forward-looking statements. This document is not intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation or which would require any registration or licensing within such jurisdiction. | 2

B2Holding presenting team Harald Henriksen Erik Just Johnsen  Chief Financial Officer Chief Group Controller B2Holding B2Holding Joined B2Holding in January 2015 Joined B2Holding in March 2013 Mr. Henriksen held various controller positions in Elkem ASA Mr Johnsen held various positions in Orkla Finans and Elkem and Poseidon AS and CFO positions in I M Skaugen ASA, before operating Erling Johnsen AS from 1992 - 2000 Actinor Shipping ASA, Aktiv Kapital ASA and in shipping He later acted as CFO in Northstar Ind. Inc. and Marine investment portfolios under ABG Sundal Collier ASA Subsea MSc from the Norwegian School of Economics Bachelor of Business Administration with major in Finance from University of Wisconsin, MBA with major in Finance from University of Chicago | 3

Agenda 1. Credit update 2. Refresher on B2H 3. Industry dynamics and B2H's market position  4. Portfolio overview 5. Financials 6. Appendix | 4

B2H01, issued in Dec’15: A protective covenant package and attractive credit metrics Key terms B2H01 (issued in December 2015) Legal structure Status of the Senior unsecured bond: EUR 150m Sileo B2Holding ASA bond issue Finans Size: EUR 150 million Issue price: 100% of par value 100% 90.1% All free cash flow 3m EURIBOR + 750 bps Coupon rate: from operating Ultimo Kontant EURIBOR floor: 0.0% companies after debt Netherlands BV Finans service, subject to no  Maturity date: 8 December 2020 event of default, will Call options Make-whole first 3 years @T+50, 104.5% after 36 months, 102.0% be streamed to the (American): after 48 months and 100.0% after 54 months Issuer Interest Coverage Ratio: >4.0x Financial Leverage Ratio: <4.0x EUR 240m RCF, Operating covenants: Loan to Value: <75% EUR 20m overdraft companies Capitalisation Q3’15 vs. Q2’16 (post bond and IPO) (NOKm) Covenant development Interest coverage Leverage Loan to value Total assets 3,580 5,145 Equity ratio 46.5% 44.3% 5.3x 75% Undrawn RCF 1,300 4.0x 4.0x 54% 1,035 Drawn RCF 47% 1,375 Bond debt 2.2x 2.0x Term Loan 1,505 Net financials 2,281 Equity Equity 1,672 positive As of Q3’15 As of Q2’16 Covenant Q3’15 Q2’16 Covenant Q3’15 Q2’16 Covenant Q3’15 Q2’16 | 5

Since the bond issue, B2H has become a listed entity with a more diversified asset base Developments since the last bond issue in Dec’15 Share price performance (NOK/share) 13.5 MCAP (NOKm) The listing has improved the equity position and widened the  shareholder base 13.0 12.8 4,725 B2H raised NOK 687m in gross proceeds 1) (equity ratio - 12.5 increased to 43%) and held over 130 investor meetings during the IPO on Oslo Stock Exchange’s main list in June 2016 12.0  11.5  The listing has enhanced transparency and market communication 11.0 - Quarterly reporting and regular roadshow routines 10.5 Jun.16 Jul.16 Aug.16 Sep.16 Oct.16 Nov.16  The asset base has become larger and more diversified Development ERC and portfolio purchases (NOKm) - Two new platforms/countries, NOK 1.9bn invested, ERC +54% ERC Time of Currently LTM gross cash collection has grown by approx. 32%  previous bond NOK 1.9bn invested Portfolio issue ERC increased by NOK 2.9bn purchases 8,186 LTM gross cash collection of NOK 1.6bn as of Q2’16 vs. NOK - 1.2bn as of Q3’15 6,822 6,490 5,316 First co-investment: B2H has entered into an agreement to  4,430 acquire a secured portfolio in Romania in a 50/50 partnership with EOS 827 - The partnership offers many benefits, including risk mitigation 649 686 672 448 and the opportunity to form a relationship with another key As of Q3’15 Q4’15 Q1’16 Q2’16 regional player 2014 1) Including greenshoe | 6

Credit highlights 1  Leading position in Poland, the Nordics and South East Europe (“SEE”) within debt purchase and collection Leading debt purchase  Established relationships with key providers of non- performing loan (“NPL”) portfolios company in the Nordics and Central Eastern Europe  Best-in class data capabilities support strong performance in NPL origination and collection 2  Diversified portfolio with approx. 4.5 million claims and total gross ERC of more than NOK 8 billion Highly diversified portfolio  Relative portfolio risk low due to diversity in claim type / geography and low average claim amount with solid cash flow  Strong cash flow from existing portfolio evident by cash EBITDA of NOK 536 million in H1’16  3  Attractive market with significant strategic entry barriers  Stable, cash-generative industry – macroeconomic drivers are to some extent off-setting Attractive industry with sound market outlook  Favourable market outlook with increased demand for B2H’s services across geographies due to regulation, outsourcing trends, and capital efficiency improvements amongst the credit originators 4  Listed on Oslo Stock Exchange with a market cap of NOK 4.7 billion  Solid equity ratio of 44.3% and NOK 1,300 million in available liquidity as of Q2’16 Listed company with  healthy financials Low leverage compared to industry peers  EUR 260 million multi-currency revolving credit facility in place with DNB and Nordea 5  Extensive industry experience from positions and ownership in Aktiv Kapital and Gothia Strong management team  Demonstrated track record of value creation for both shareholders and creditors from previous pursuits within debt with unique industry track purchase and collection record and experience  Highly skilled local organisations stemming from strategic acquisitions and organic growth | 7