NextGenTel Holding ASA The Kvantel acquisition. Eirik Lunde, CEO. Felix Konferansesenter Oslo, 15 October 2015

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1 NextGenTel Holding ASA The Kvantel acquisition Eirik Lunde, CEO Felix Konferansesenter Oslo, 15 October 2015

2 Agenda NextGenTel Growth initiatives the business segment Kvantel Company history in brief Products and services Customer segments The business case and rationale for the acquisition Financing of the acquisition Kvantel 2

3 Strategy - new growth initiatives Growth area 1 B2C MDUs (Broadband,TV, mobile) Growth area 2 B2C Fiber partners Telenor fiber (Broadband,TV, VOIP Mobile) Growth area 3 B2C Vectoring (Broadband,TV, VOIP Mobile) Growth area 4 B2C Mobile MBB post and pre paid Growth area 5 B2B Mobile/IN services SIP/UC Kvantel 3

4 Business new IN-Voice services Historically, NextGenTel s focus in the corporate segment has been modest due to a relatively narrow product offering In Q a new IN-Voice platform will be up and running enabling NextGenTel with a complete product offering A complete modern product offering should form the basis for the an attractive price/performance ratio not only in the SME market, but also to higher end customer segments and in public tenders Full Cloud based PBX switchboard; Mobile & Sip Trunk with Skype for business Integration No physical installation needed All in one platform Advanced conferencing solution Uses preferred One-number full presence, use any device PC, tablet, mobile phone, desk phone User defined profile management Datanet secure VPN voice services Full self-service solution for customers and partners Kvantel 4

5 The Kvantel history in brief Kvantel 5

6 Ethernet IPVPN Internet Wholesale Voice Voice (SIP, Lync Connect, ISDN) Co-location Kvantel 6

7 Kvantel - the business case and rationale for the acquisition Kvantel Datacom & Kvantel Voice B2B Customer segments: B2B, professionals and public sector Showing growth in partner sales; IT and System Integrators Ethernet, IP-VPN, Internet fiber and xdsl connections SIP Trunk Certified on Microsoft Lync and other IP/PBX suppliers 586 km Fiber Aust Agder + Vest Agder Cost Synergies OPEX savings related to focusing company towards partner sales & system integrators CoGS savings Purchasing power fiber owners On-net production Backbone & co-location Growth 3 % YoY in business case NKOM report 2014 Kvantel Highest growth on Ethernet Kvantel 7

8 Kvantel - the business case The business case is based on identified cost synergies planned to be phased in over the next 24 months CoGS Backbone Personnel Business case (Datacom+Voice) (NOK million) Revenues Gross profit Gross margin 45.8% 48.2% 50.0% Opex EBITDA EBITDA in year 2 and EV of NOK 137 million implies an EV/EBITDA multiple of 3.9 Kvantel 8

9 Kvantel + NextGenTel ~500 mnok B2B player SME s procure data communications services from outsourced IT company or with Mobile-/IN node provider With the acqusition of Kvantel and Kvantel Voice NextGenTel has secured a solid position for further growth in B2B Strengthened position to leverage wholesale business towards professional partners, system integrators and IT companies. «One-stop shopping» Kvantel has an established position with integrators (Telecomputing, Intility ) Combined entity opens opportunities towards larger IT companies/partners and thereby large Norwegian IT communications contracts Kvantel 9

10 Kvantel + NextGenTel Kvantel Voice carrier grade IP telephony platform; focused towards operators and system integrators NextGenTel Voice focused towards end users single line VoIP Merge product roadmap for combined entity voice platforms benefits both wholesale and direct-sale operations Direct sales positioned to be a strong competitor to SME and public tenders; Unified communications/voice and IP-VPN. Kvantel / NextGenTel tech synergies in backbone, network platforms, voice platforms, monitoring, Internet & voice traffic optimization Kvantel 10

11 Financing of the Kvantel acquisition Loan Term Installments Existing loan (originally NOK 250 million, NOK 175 million balance as of October 2015) New loan - NOK 140 million to finance the acquisition of Kvantel AS and Kvantel Voice AS 3.5 years (parallel to existing loan) 5 year Semi-annual NOK 25 million Semi-annual NOK 10 million Bullet (remaining loan balance after 3.5 years) of NOK 80 million Main terms new loan: Interest rate 3m NIBOR % until 1 July 2016, reduced to 3m NIBOR+2.50% thereafter (covenant: 17.5% equity ratio) Key financial covenants Equity ratio 15% until 30 June % thereafter (15% extended one quarter) Leverage (Net debt/ebitda) 31 Dec 2015: Jun 2016: Dec 2016 and thereafter: 1.50 Capex NOK 150 million (annually) Kvantel 11

12 Thank you! Investor relations:

13 Disclaimer By reading this document (the Presentation ), or attending any oral presentation held in relation thereto, the recipient agrees to be bound by the following terms, conditions and limitations. The Presentation has been prepared by NextGenTel Holding ASA (the Company ) exclusively for information purposes. The Presentation does not constitute, and should not be construed as, an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction. The release, publication or distribution of this Presentation or the information contained herein may be restricted by law in certain jurisdictions, and persons into whose possession this Presentation comes are required to inform themselves about and comply with any such restrictions. The information contained in the Presentation has not been independently verified. While this information has been prepared in good faith, no representation or warranty (express or implied) is made as to the accuracy or completeness of any information contained herein. None of the Company or its subsidiary undertakings, affiliates or advisors, or any such person s directors, officers or employees shall have any liability for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with the Presentation. The recipient acknowledges that it will be solely responsible for its own assessment of the market and the market position of the Company and that it will conduct its own analysis and be solely responsible for forming its own view of the potential future performance of the Company s business. The content of this Presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with its own professional advisors for any such matters and advice. This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words believes, expects, predicts, intends, projects, plans, estimates, aims, foresees, anticipates, targets, and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that are expressed or implied by statements and information in the Presentation, including, among others, risks or uncertainties associated with the Company s business, segments, development, growth management, financing, market acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, and fluctuations in currency exchange rates and interest rates. None of the Company or any of its subsidiary undertakings, affiliates or, advisors, or any such person s directors, officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to our actual results. The securities of the Company have not been, and will not be, registered under the United States Securities Act of 1933 (the "U.S. Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act. This Presentation is dated 14 October Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts.

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