NextGenTel Holding ASA

NextGenTel Holding ASA Capital Markets Day Thon Hotel Vika Atrium, Oslo 20 April 2016 Eirik Lunde, CEO Sven Ole Skrivervik, CTO Roy Børsheim, director consumer segment Thomas Gunleiksrud, director corporate segment Tom Nøttveit, CFO

Agenda NextGenTel at a glance Strategic direction Modernizing the NextGenTel network TV in a new age The housing cooperatives segment Expand fiber footprint The corporate segment Financials Summary & Q&A 2

NextGenTel at a glance 3

This is NextGenTel Group Telio Holding ASA acquisition of NextGenTel AS in 2013. Group name changed to NextGenTel in May 2015 Acquisition of Kvantel in October 2015 Key product markets broadband, VoIP, mobile and TV Cost-efficient delivery model fitted to a mature and competitive market VoIP operations in Denmark, Switzerland and the Netherlands Headquartered in Oslo, Norway, and listed on the Oslo Stock Exchange as NGT 4

This is the NextGenTel Group Customers 427,000 RGUs Revenues 1,400 NOK million Customers break-down Revenues break-down 120,000 Norway consumers 470 70 46,000 261,000 Norway businesses 900 International xdsl Datacom TV Fiber Voice 5

Strategic direction 6

Strategic focus ensuring value creation Priority Value drivers High-speed broadband Revitalization of the copper network Reduce churn and preserve existing base Higher ARPU and margin FTTX MDUs Large market potential Revenue growth Long term customer agreements Profitable growth TV High-speed broadband increases customer intake and revenues Voice Up-selling of fixed and mobile voice solutions to existing and new customers Unified communication New services launched Attractive to corporate customers Revenue growth 7

Modernizing the NextGenTel network 8

Why copper? Competitive with fiber at a lower cost New technology extends lifetime of copper Cheaper alternative Extended lifetime Competitive speed and performance Customers indifferent to type of cable what matters is bitrate, price/performance and quality Copper competitive with fiber speed and performance more value added Reducing churn Increasing ARPU 9

Access speed- & capacity on offer vs customer demands Mbit/s offered majority of population 100% ~2,25 million households ~1600** 2020 2015 100-1000* ~500*** Users speed demands in 2020 will be covered by all accesses Customers needs will be covered by 100+ Mbit/s Spectrum constraints may make mobile connections unstable, unless the government frees up more capacity (e.g. digital ground network, concession expires 2021) and big advances in compression technologies Normal users will need 200-1000 GB/month 20-80 Copper DSL Vectoring, G.fast 100-400 Fibre** & HFC 20-80 Mobile*** Big users in 2015 (families with children/teenagers) need at least 30/50 Average measured downloading speed year 14: Fixed access ca. 20 Mbit/s Mobile access ca. 13 Mbit/s * 100 Mbit/s normal for vectoring, and G.fast will give up to 1000 Mbit/s for distances very close to the node ** GET today offers 400, plans to offer 1,6 Gbit/s in 2016 *** Telenor has promised to offer 4G+ within the end of 2016 which will offer 300 Mbit/s. 10

Modernizing the copper network How to fill the speed gap? Prerequisite for utilizing new copper technologies (Vectoring, G.Fast etc) One technology per node Use of micro-nodes Existing larger nodes is extended by smaller nodes closer to the customer One operator per geographical area Todays regulatory market 4 Unbundled copper moves to a VULA product VULA = Virtual unbundled local access Requires agreement between the operators since market 4 is already regulated 11

Modernizing the copper network Effect on NextGenTel network Approximately 750 PoP s per March 2016 Approximately 300 PoP s when copper network is fully modernized Capital markets day 2015 12 PoP = Point of Presence

Downstream speed Mb/s ADSL, VDSL and Vectoring Typical speeds vs line length 120 100 VDSL with vectoring Close to theoretical achievable speed without noice 80 Average modernized NextGenTel customer 60 40 20 ADSL2+ VDSL with noice from other lines Average NextGenTel customer today 0 0,5 1,0 1,5 2,0 2,5 Linelength km DSL speed as a function of linelength 13

Downstream speed Mb/s G.fast Typical speeds vs line length 1200 1000 G.fast 106MHz 800 600 400 200 VDSL 0 0,1 0,2 0,3 0,4 0,5 Linelength km 14

Illustration of deployment of micro nodes New micro nodes Old node 15

Effects for the customer Increased speed in two dimensions Higher bitrates due to average shorter line-length Higher bitrates due to utilization of new technology (vectoring, G.Fast) Makes copper ready for linear TV Today very few customers have TV over copper TV will be a significant part of the NextGenTel offering 16

Effects for NextGenTel For NextGenTel Higher ARPU per customer Competitor example, significantly higher ARPU compared to NextGenTel for higher speeds Produkt (oppgitt i Mbps) Per måned Første år Altibox Fiberbredbånd 40/40 478,- 5736,- Altibox Fiberbredbånd 80/80 578,- 6936,- Altibox Fiberbredbånd 150/150 649,- 7788,- Altibox Fiberbredbånd 300/300 749,- 8988,- Lower churn on the copper customer base Churn on fiber is less than 1% per month 0.1% improvement in monthly churn gives approximately 3,000 higher customer-base at the end of a 3-year period Higher customer interest in high bitrate copper broadband Less CAPEX and OPEX related to copper network as customers are moved to wholesale, and own network is downscaled 17

Revitalized copper when? Negotiations between xdsl operators are being done via Bredbåndsforum Organized by NKOM, the national regulator Bilateral discussions LOI signed between Telenor and NextGenTel (30.10.2015) regarding high-speed pilots in Stord and Garten Timeframe Agreement between operators in Norway most likely signed in the period June-September 2016 First effect on network and customers from Q4 2016 18

TV in a new age 19

Moving from set-top box to APP-based TV TV trend 1 Evolving away from specialized HW to generic HW APP based On many types of devices 20

Linear TV is moving to OTT TV trend 2 Access independent and screen independent From a «closed one way eco-system» to a two-way contextual interactive user experience Social media integration Real-time communication with friends watching the same program (first screen or second screen) Service integration (example IMDB) 21

OTT in Norway Facts for Norway 50% of TVs in Norway are connected to internet 38% subscribe to minimum one OTT service Source: NRK 22

TV facts - Norway 25% watch NRK news live 25% watch NRK news time shifted 25% watch recorded NRK news 25% never watch NRK news (Source: NRK) Close to 30% use the TV-set for other viewing than live TV (Source: NRK) TV is the preferred screen for Netflix (Source: NRK) The four big winners in the TV-market Those who control the customer s broadband subscription National broadcasters (NRK) delivering content in local language and paid by state/public National commercial broadcasters (TV 2) with a market position equal to national broadcasters Owners of premium live entertainment football, boxing, golf, F1, icehockey (Source: Strand Consult) 23

TV evolving to a strategic product TV is a high-demand product TV is a necessity in the MDU market NextGenTel broadband portfolio is shifting from medium to high bitrates NextGenTel is evaluating future TV partners which can support the needs for a TV service TV will be an increasingly important service for NextGenTel in order to fuel growth both in terms of customer numbers and revenue 24

The housing cooperatives segment 25

The MDU market Total households: 850,000 1) Total broadband subscriptions: 620,000 1) MDU market approx. NOK 5 billion per year 2) Two major players: Get and Canal Digital Close to duopoly Get and Canal Digital holds about 70% of the total market Current market leaders deliver exceptional EBITDA by forcing the customer to bundle TV and broadband 1) Based on NKOM report (H1-2015) 2) Based on ARPU levels from GET, and subs from NKOM 26

Forced bundling The Norwegian Consumer Ombudsman (CO Forbrukerombudet ) has for several years been working against forced bundling of TV and Internet The CO has stated that the forced bundling is illegal The major players in the MDU market still bundle TV and Internet in many cases Historically TV providers through COAX Today we all need Internet access, but for many TV is not necessary anymore. It is unreasonable that consumers cannot opt out of the extra cost for TV. - Gry Nergård, Norwegian Consumer Ombudsman (CO) Photo credit: Forbrukerombudet 27

The consumer needs A housing community consists of many different consumers with different needs The trend is that consumers watch less linear TV and more streaming services 1) More people spend time on the Internet and social media 1) Why should the consumers need to pay for their neighbor's needs? 1) Norwegian media barometer, Statistics Norway (Statistisk Sentralbyrå) 28

NextGenTel has changed the game We give our customers the freedom of choice by unbundling TV from Internet Tailor-made, consumers can choose what they want, independent from their neighbors We prepare for future needs by installing fiber and modernizing the infrastructure Offer best price/performance on broadband, TV subs, OTT, mobile and VoIP subscriptions 29

The value proposition A housing community with 100 apartments Current vendor has a contract period of 60 months Current vendor (TV and Internet access bundle): Products Cost per unit/month Total cost per month Total cost over 5 year contract TV NOK 280,- NOK 28.000,- NOK 1.680.000,- Broadband NOK 248,- NOK 24.800,- NOK 1.488.000,- Total pr unit NOK 524,- NOK 52.400,- NOK 3.168.000,- Approx. 15% does not watch linear TV NextGenTel moves the cost of individual needs from the housing communities shared costs to the individual consumers NextGenTel savings for the housing community: Cost Savings per unit/month Savings per month Total savings over 5 year contract Moved cost from shared cost NOK 280,- NOK 28.000,- NOK 1.680.000,- «Wasted» TV cost (15%) NOK 280,- NOK 4.200,- NOK 252.000,- 30

Expand fiber footprint 31

Three equal size access technologies DSL customer base is expected to stabilize from revitalization of the copper network FTTH will rise, also in the MDU markets We expect coax to be replaced by fiber over time 32

Fiber network owners Customers in 000 ~100 ~550 ~135 ~90 ~100 ~315 6 2 Nationals Lyse* (205) Telenor (~110) Regionals Get (~40) NTE (35) BKK (20) Eidsiva** (15) Tafjord (14) Broadnet (~10) Small regionals/ locals Total * Includes Lyse Fiber (80), Viken Fiber (110) and Signal (16) ** Fibre customers in Eidsiva Bredbånd. Fibre network owned by local utilities 33

NextGenTel growth strategy Customers in 000 ~135 ~100 ~550 ~90 ~315 6 ~100 2 Nationals Lyse* (205) Telenor (~110) Regionals Get (~40) NTE (35) BKK (20) Eidsiva** (15) Tafjord (14) Broadnet (~10) Small regionals/ locals Total Telenor available for NGT Partly available through regulations * Includes Lyse Fiber (80), Viken Fiber (110) and Signal (16) ** Fibre customers in Eidsiva Bredbånd. Fibre network owned by local utilities Available for NGT 34

The corporate segment 35

NextGenTel corporate segment Product/services NextGenTel revenues (mnok) Total market size (mnok) 1) Datacom 347 4,005 Mobile & fixed voice 143 7,952 500 11,957 NextGenTel: Datacom & fixed broadband, growth from newly launched mobile IN services unified communications Kvantel: Network services, primarily to system integrators and telecom operators (wholesale) 1) Source: NKOM 2014 36

Market overview & positioning Positioning of key market players 2011-2016 Large companies Historically, NextGenTel has been a niche supplier of plain mobile & VoIP services to the small office/home office segment. Price has been the main selling point. Niche Full service Comprehensive product release within unified communication services. NextGenTel meets the future demand for SME s and the public sector. SoHo 37

Business new IN-Voice services In Q1 2016 NextGenTel launched a hybrid MVNO setup and a new IN-Voice platform enabling NextGenTel to grow its business in the corporate SME and public tender market place. 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 38

Customer value proposition (UC) 67% Realized Customer Benefits Productivity MARKET OUTLOOK Segment is growing at an impressive pace 54% Opex Savings ~25 % annual growth 68% Efficiency gains Higher ARPU than traditional voice services, additional recurring revenue 62% Collaboration Lower churn less competition and more integrated services Recurring revenue from Mobile services IN Services SIP-Trunk Data net Source: Gartner/IDC 39

Kvantel business model New and modern value chain for production and delivery enables seamless delivery of complex solutions Delivery model designed to best fulfil the needs of the system integrators Best fiber coverage in Norway Secured through tight collaboration with more than 60 regional fiber owners Combined with fully owned xdsl national network Seamless fiber wholeselling through best in class OSS/BSS 40

Kvantel acquisition: marks the start for NextGenTel s next phase of growth ~500 mnok B2B player SME s procure data communications services from outsourced IT company or with Mobile-/IN node provider With the acquisition of Kvantel 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». 41

Financials Planned opex and capex reductions Financial structure Financing 42

Opex planned reductions Efficiency gains from implementation of new business support system (Q3/Q4 2016) Plan to reduce total opex to 29% of revenues by end 2017 (estimated effects of NOK 5 and 10 million in 2016 and 2017 respectively) (NOKm) 80 70 60 NGT acquisition Kvantel acquisition 40% 35% 30% 50 25% 40 20% 30 15% 20 10% 10 5% 0 Q1'13 Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Personnel exp Other opex Total opex/revenues Personnel exp/revenues 0% 43

CAPEX planned reductions Quarterly variations in capex depending on maintenance needs, customer inflow, changes in customer equipment, development projects etc Capex/sales was 9.3% in 2015 Plan to reduce capex by NOK 15 million in 2016 and further reduce capex/sales below 7% during 2017 (NOKm) 35 12,0 % 30 25 31 28 28 32 10,0 % 8,0 % 20 6,0 % 15 10 4,0 % 5 2,0 % 0 Q1'15 Q2'15 Q3'15 Q4'15 0,0 % CAPEX CAPEX/sales 44

Financial structure The acquisition of NextGenTel AS increased total balance significantly A share issue in connection with the acquisition gave the Group an equity ratio of 15% at the end of 2013 Continuous dividends have kept equity low 1) (NOKm) 1 200 1 000 800 Development equity, total balance and equity ratio NGT acquisition Kvantel acquisition 60% 50% 40% 600 400 30% 20% Equity Total balance Equity ratio 200 10% 0 2008 2009 2010 2011 2012 2013 2014 2015 0% 1) Cumulative dividends of NOK 21.75 per share. Cumulative EPS of NOK 18.75 per share. 45

Financial structure Interest-bearing debt equal to 44% of total balance Net interest-bearing debt/ebitda = 1.4 Equity ratio of 15% Credit facility of 50 mnok (unused) (NOKm) 900 800 700 600 500 400 300 200 100 0 Balance sheet composition 31 Dec 2015 Non-current assets Current assets Cash Assets Equity Non-current liabilities Current liabilities Equity & liabilities Total interestbearing liabilities: 376 mnok 46

Financing terms and covenants Initial loan Loan balance 31 Dec 2015 Term Installments NOK 250 million NOK 175 million 5 year Semi-annual NOK 25 million NOK 140 million NOK 140 million 3.5 years (parallel to existing loan) Semi-annual NOK 10 million Bullet (remaining loan balance after 3.5 years) of NOK 80 million Interest rate: 3m NIBOR + 2.75% until 30 June 2016, reduced to 3m NIBOR+2.50% thereafter (covenant: 17.5% equity ratio) Interest rate swap (hedge): Date Amount (mnok) Swap rate Oct 2016 117.5 2.30% Jan 2017 72.5 Oct 2017 3.20% Jan 2018 17.5 Oct 2020 0.0 (maturity) Key financial covenants Equity ratio 15.0% until 31 March 2016, 17.5% thereafter Leverage (Net debt/ebitda) 31 Mar 2016: < 2.00 30 Jun 2016: < 1.75 31 Dec 2016 and thereafter: < 1.50 Capex NOK 150 million (annually) 47

Strategic focus ensuring value creation Priority Value drivers High-speed broadband Revitalization of the copper network Reduce churn and preserve existing base Higher ARPU and margin FTTX MDUs Large market potential Revenue growth Long term customer agreements Profitable growth TV High-speed broadband increases customer intake and revenues Voice Up-selling of fixed and mobile voice solutions to existing and new customers Unified communication New services launched Attractive to corporate customers Revenue growth 48

Q&A 49

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 20 April 2016. 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. 50