Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017....

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Investor Presentation Senior Secured Bond 26 September 2017

Transcript of Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017....

Page 1: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

Investor PresentationSenior Secured Bond

26 September 2017

Page 2: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

Disclaimer•This Presentation, together with its enclosures and appendices (collectively, the “Presentation"), has been produced by AINMT Holdings AB (“AINMT”, the “Company” or the “Parent”), solely for use in connection with the contemplated offering of bonds (“Bonds”) by ice group Scandinavia Holdings AS (the “Issuer”), expected to be initiated in September 2017 (the “Transaction”). This Presentation and its contents are strictly confidential and may not be reproduced, or redistributed in whole or in part, to any other person. The managers for the Transaction are DNB Markets, a division of DNB Bank ASA, and Pareto Securities AS (the “Managers”). This Presentation is for information purposes only and does not in itself constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. By attending a meeting where this Presentation is made, or by reading the Presentation slides, you agree to be bound by the following terms, conditions and limitations. Unless indicated otherwise, the source of information included in this Presentation is the Company.

•The information contained in this Presentation has not been independently verified. No representation or warranty (express or implied) is made as to the accuracy or completeness of any information contained herein, and it should not be relied upon as such. The Company does not intend, and does not assume any obligation to update the Presentation. None of the Company, the Issuer or the Managers or any of their respective parent or subsidiary undertakings or affiliates or any such person’s directors, officers, employees, advisors or representatives (collectively the “Representatives”) shall have any liability whatsoever arising directly or indirectly from the use of this Presentation. An investment in the Bonds involves a high level of risk and several factors could cause the actual results or performance of the Issuer to be different from what may be expressed or implied by statements contained in this Presentation. By attending a meeting where this Presentation is made, or by reading the Presentation slides, you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Issuer, its business and its shares and other securities (including the Bonds). The content of this Presentation is not to be construed as legal, business, investment or tax advice. Each recipient should consult its own legal, business, investment and tax advisers to obtain legal, business, investment and tax advice.

•Neither this Presentation nor any copy of it nor the information contained herein is being issued, and nor may this Presentation nor any copy of it nor the information contained herein be distributed directly or indirectly to or into Canada, Australia, Hong Kong or Japan, the United States of America or any other jurisdiction in which such distribution would be unlawful. Neither the Company nor the Managers, nor any of their Representatives, have taken any action to allow the distribution of this Presentation in any jurisdiction where action would be required for such purposes. The distribution of this Presentation and any purchase of or application/subscription for Bonds or other securities of the Company may be restricted by law in certain jurisdictions, and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. None of the Company, the Issuer or the Managers or any of their Representatives shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with the Presentation.

•Neither the Company, the Issuer nor the Managers have authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC.

•In the event that this Presentation is distributed in the United Kingdom, it shall be directed only at persons who are either “investment professionals” for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or high net worth companies and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any person who is not a Relevant Person must not act or rely on this Presentation or any of its contents. Any investment or investment activity to which this Presentation relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. This Presentation is not a prospectus for the purposes of Section 85(1) of the UK Financial Services and Markets Act 2000, as amended (“FSMA”). Accordingly, this Presentation has not been approved as a prospectus by the UK Financial Services Authority (“FSA”) under Section 87A of FSMA and has not been filed with the FSA pursuant to the UK Prospectus Rules nor has it been approved by a person authorised under FSMA.

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Summary of risk factorsThe Issuer and its subsidiaries (together the "Group") are exposed to numerous risk factors. A brief summary is outlined below. The risk factors are described in more detail in in section IV of this Presentation. All potential investors should read the presented risk factors in its entirety before making a decision on whether to invest in the Bonds. Please note that the risks described below are not exhaustive. An investment in the Bonds is suitable only for investors who understand the risk factors associated with this type of investments and who can afford a loss of all or part of their investment.

Risks related to the industry and market conditions • Economic conditions – ice group’s performance is influenced by economic conditions in the markets in which it operates. • Regulatory environment – ice group operates in a highly regulated industry, changes may have material consequences • Actual or perceived health risks relating to electromagnetic and radio frequency emissions may damage the reputation of ice group. • Failure to develop, or obtain timely access to, new technologies or equipment, or to obtain the necessary licenses or spectrum to provide services using these new technologies, could have a material adverse effect

on the Group’s business, financial condition and results of operations.Risks related to the Group’s operations • Competition from current market participants, potential new entrants and new products and services, may adversely affect the Group’s performance. • Failure to maintain and develop robust telecommunication networks could hinder the Group’s financial and operational performance in the future. • The Group is dependent upon telecommunication licenses to operate its business - failure to secure licenses in the future would have a significant impact on the Group’s ability to continue to deliver its products and

services and subsequently impact the Group’s financial and operational performance. • The failure or breakdown of key components of the Group’s networks, including hardware and software, may have a material negative effect on the Group’s financial and operational performance.• Database piracy, unauthorized access or other database security breaches could materially adversely impact the Group’s reputation, prompt lawsuits and other actions against the Group and lead to a loss in

subscribers and hinder the Group’s ability to attract new subscribers.• Cyber-attacks, computer virus attacks or acts of terrorism or vandalism could result in equipment failures or disruptions in the Group’s operations.• Any interruptions in the Group’s ability to provide services could seriously harm the Group’s reputation and reduce subscriber confidence,• Ice group depends on demand for mobile data services and the ability to service its customers satisfactorily in order to achieve sufficient ARPU and limited churn• Ice group depends on a limited number of suppliers and vendors to provide equipment and services - the Group may experience future problems related to increased prices or procurement of necessary equipment

and services. • ice group’s success is largely dependent on its ability to retain its best performing employees and recruit new top talent. It may prove difficult to recruit or retain competent personnel in the future. • If the Group is unable to maintain the reputation of and value associated with the Group’s brand names, the Group may not be able to successfully retain and attract subscribers.• The Group’s licenses may have limited value upon a bankruptcy. • New licenses auctioned by the authorities to new or current competitors of the Group may lead to increased competition in the telecommunications market and may have a negative effect on the prices the Group is

able to obtain from its customers and thereby the Group's financial performance. • The Group may undertake future acquisitions on an opportunistic basis which may increase the Group’s risk profile, distract management and/or increase the Group’s expenses.• The members of the Group are, and may in the future be, involved in disputes and litigation, including with tax authorities, the ultimate outcome of which is uncertain.

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Summary of risk factors

The Group’s financial risks

• The Company is exposed to foreign exchange risk. ice group does not hedge its foreign exchange rate exposure.

• ice group is highly leveraged and uses a large share of its cash flow for payment of liabilities, which means that ice group’s financial flexibility is limited.

• If the Group cannot generate sufficient cash to meet its debt service obligations or fund its other business needs, the Group may, among other things, need to refinance all or a portion of its debt, obtain additional financing, delay planned acquisitions or capital expenditures or sell assets.

• Existing financing agreements include, and future financing agreements may include, financial and operational covenants, and failure by the Group to meet these may entitle lenders to call for immediate repayment of amounts outstanding.

• The agreement regulating the bond issue completed in April 2017 includes change of control provisions entitling bondholders to call for pre-payment of the bonds at a price of 101% of par value plus all accrued and unpaid interest to the date of redemption.

• ice group is exposed to interest rate risks in interest bearing current and non-current liabilities (including the Bond Issue). As the Bonds carry variable interest rates, the relatively high level of debt results in exposure to interest rate risk.

• Credit risk related to non-payment from the Group’s customers.

• Valuation risks – valuation of assets and liabilities carried out by third party experts may prove to be wrong.

Regulatory risk

• An assignment of licenses requires governmental approval in Norway and Sweden.

Risks related to the Bonds

• The Issuer may not have sufficient funds to redeem Bonds upon a put option event.

• There will only be a limited trading market for the Bonds and the market may have limited liquidity.

• The market price of the Bonds may be volatile.

• The Bondholders may be subject to restrictions on transfers of the Bonds.

• The transfer of Bonds is subject to restrictions under the securities laws of the United States and other jurisdictions.

• The terms and conditions of the Bond Agreement will allow for modification of the Bonds or guarantees, waivers or authorizations of breaches which, in certain circumstances, may be effected without the consent of Bondholders.

• Legal investment considerations may restrict certain investments.

• The Bonds may be subject to optional redemption by the Issuer, which may have a material adverse effect on the value of the Bonds, and in such circumstances an investor may not be able to reinvest the redemption proceeds at an equivalent rate of interest.

• The security package may prove to be of limited value upon enforcement.

• The contribution from ICE Norge AS towards servicing the Bond Issue is very limited and may lead to the Issuer not being able to service the Bond Issue.

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Executive summary Risk factors AppendixKPIs &

financials

1

ice group Scandinavia

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The ice group credit story highlightsAttractive market characteristics

Business model yielding low credit risk

Operational risk deleveraged

High value backing yielding substantial security

1 2

3 4

• High barriers to entry – capital intensive and regulated market with limited frequencies available – limiting possible entrants for the foreseeable future

• Mobile data explosion giving support to business model and ARPU levels

• ice group is a disruptive #3 MNO with 24% of all LTE frequencies (estimated 45% of all LTE frequencies currently in use for LTE)

• Norway is a benign high ARPU market with a duopoly structure

• Government inclined to support increased competition – introduced ban on winback which de-risks ice.net’s growth prospects

• Recurring revenues and scalable business model with flexible cash flow

• Successfully initiated on-net traffic in Q4’16 which will improve profit margins

• Proven subscriber intake and positive development of KPIs

• Top management team with track record of growth and margin expansion, and with significant experience from blue chip telecom companies

• Supportive owners and debt investors with relevant track record and deep pockets have injected more than NOK 5 billion in the Group since 2009

• Competent board with diversified telecom and tech background

• Significant and permanent cost advantages with modern technology - no legacy (less maintenance), fewer base stations and lean organization

• Deleveraged operational risk through successful investments in business critical infrastructure, completed migration

• Low roll-out risk, starting with low frequencies, ensuring low deployment risk, higher ROCE and “build as you grow” strategy

• Pure 4G network with attractive frequency portfolio ready for substantial data consumption

• Customer centric approach with focus on NPS and low churn

• 80MHz LTE frequencies below 2.1GHz - recent auction rounds supporting a high value

• Nationwide pure 4G networks across Scandinavia with ~2,500 base stations as of Q2’17

• Rapidly growing subscriber base - passing ~500k RGUs as of Q2’17*

• Stable contribution and cash flow from MBB business generating NOK 130m in EBITDA on 3G technology – now upgraded to multiband 4G

• Group market cap of NOK ~13.9 billion**

Note(*): ~328-330k smartphone subscribers (Incl. 35-40k from Hello acquisition, depending on migration results), 169.1k MBB (including IoT in SE/DK) subscribers as of Q2’17Note (**): Based on 126.6m shares in Ice Group Holdings AB and share price of NOK 110 6

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2,5

12,2

1,3

1,2

7,2

Book value ofassets

Adjusted valueof licenses

Subscriberbase

Additionalimplied equity

Implied EVScandinavia

Value backing illustration (NOKbn) 2

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A bond refinancing will allow the company to pursue its customer centric and high growth strategy

• Ice has created a unique platform for growth and potentially long term superior sustainable margins through acquisition of a large amount of spectrum in Norway, new 4G networks and a lean organization− Subscriber growth has been strong and the key is to continue to grow and

scale its assets and costs through continued accretive customer growth− Growth requires subscriber acquisition cost that was planned to be financed

through the NOK 600m growth facility and potentially equity from listing proceeds

− By issuing a NOK 1.4bn bond that replaces the undrawn secured growth facility continued subscriber growth is enabled in a more flexible and efficient manner compared to under the existing facilities

• Based on the assumptions of continued development over the next years, the company plans to be fully funded from the contemplated refinancing until the planned bond maturity in 20211

• Moderate leverage with substantial asset backing throughout the period− Continued low LTV and strong underlying value backing− Continued support from robust sponsors

• The company is currently evaluating optimal timing and structure of a future listing (near term Oslo Børs listing plans are postponed), given the company's various projects and commitments and the potential value creation for its stakeholders

Refinancing considerations Moderate leverage given highly valuable business

1 The Business Plan is based on certain assumptions which the Issuer considers most likely will be fulfilled, including that the Issuer will achieve improved terms from certain third party suppliers and positive revenue contribution from new or alternative deployment of certain assets of the Company.2 Calculated as: Implied equity value given Ice Group AS’s current market cap (5.4bn) which owns 39.0% of Ice Group Holdings AB, implying a group market cap of NOK 13.9bn. Assumed that Ice Group Scandinavia Holdings AS represents up to ~80% of the group value for illustrational purposes (this graph is faded).

Net debt Q2-17NOK ~1.1bn

LTV 18-23%

Gross debt Q2-17NOK ~2.2bn

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Summary of contemplated secured bond termsIssuer: ice group Scandinavia Holdings AS

Group: The Issuer with all its Subsidiaries from time to time

Guarantors: Ice Communication Norge AS, Netett Sverige AB, Ice Norge AS

Issue amount: NOK 1,400 million

Status: Senior secured

Security: Share pledges, assignment in shareholder loans and intercompany loans, pledge in accounts, operating assets, receivables and inventory etc.

Use of Proceeds: Refinance outstanding secured debt, for growth- and general corporate purposes

Coupon: 3 months NIBOR + [•] % per annum (quarterly interest payment), (NIBOR floor at zero)

Price: 100% of par

Tenor: 4 years

Settlement Date: [12] October 2017

Final Maturity Date: [12] October 2021

Call options: Makewhole until October 2019, thereafter callable at a price equal to 102.75% of the Nominal Amount until October 2020, thereafter callable at a price equal to 101.375% of the Nominal Amount until April 2021, thereafter callable at 100% of the Nominal Amount towards maturity

Change of Control: Put at 101 % of par if any else than AI Media Holdings (NMT) LLC, Access or Rasmussengruppen becomes the owner of more than 50%, or in case of a delisting post IPO

Material Asset Sale Event Put at prevailing call price if sale of Norwegian licenses or subsidiaries

Covenants:

Minimum Liquidity of NOK 150 millionLoan to Value (NIBD / EV) not to exceed 50%

Dividend restrictions: max 50% of net profit and subject to incurrence test of max 3x NIBD/EBITDA post dividend payment

Financial Covenants Cure: Possibility to cure breach of covenants by equity injection which will adjust NIBD and Minimum Liquidity

Incurrence Test: The Issuer may raise additional unsecured Financial Indebtedness subject to Loan to Value being no more than 45% pro forma for such Financial Indebtedness

Managers: DNB Markets and Pareto Securities

Listing: Oslo Stock Exchange

Trustee: Nordic Trustee

Governing Law: Norwegian for Bond Terms, applicable law for security documents

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Transaction overview

Sources NOKm

Bond Issue 1,400

Total sources 1,400

Simplified legal structure Comments

ice group Holdings AB(Parent) 1

Ice Communication

Norge AS

Ice Norge AS

Netett Sverige AB

Ice Danmark ApS

Indonesia Holding2

The Philippines Holding2

Brazil Holding2

AI Media Holdings (NMT) LLC & other existing

shareholders

Ice Group AS(N-OTC listed)

39%61%*

ice group International Holdings BV1

ice group Scandinavia Holdings AS1

(Issuer)

90.3%

Sources and Uses

Sources NOKm

Repayment of debt 800

Transaction costs 40

Cash for growth- and general corporate purposes 560

Total sources 1,400

• The Issuer intends to issue Senior Secured Bonds of NOK 1,400 million

• Proceeds from the Bond issue (net of transaction costs) will be applied towards 1) refinancing outstanding secured debt, 2) for growth purposes and 3) general corporate purposeso The refinancing of the secured debt yields increased flexibility and enables the

company to gain access to growth financing immediately

• The financing is ring-fenced to the Scandinavian operations of ice group, but clearly benefits from a strong and supportive shareholder group

(1) ice group is currently undergoing a name change from its previous name AINMT. AINMT Holdings AB to become ice group Holdings AB, AINMT Scandinavia to become ice group Scandinavia Holdings AB, AINMT International Holdings BV to become ice group International Holdings BV (2) Not 100% owned by Ice Group

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Experienced management & supportive owners – a powerful combinationSupportive owners with deep pockets

Source: Ice Group

Board of Directors with solid telecom experience

Top management with solid experience and a track record of creating value

Current shareholders and debt investors have injected more than NOK 5bn since 2009

SEK 900mAcquisition and turnaround of

Ice

AI Media

NOK 705mFunding

frequency auction

AI Media

SEK 1,500mFunding

business plan

Bond

USD 82.5mRemedy

Deal

Equity issue

USD 120mFunding for

Indonesia and the Philippines

Sub Loans

USD 50mHigher than

expected customer intake

Equity issue

NOK 800mCustomer

acquisition & infrastructure

build outEquity issue

USD 75mFunding for

investments in Nextel Brazil

Equity issue

Page 11: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

Risk factors AppendixExecutive summary

KPIs & financials

ice group Scandinavia

2

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Ice group introduction – it’s all about mobile data

Brand

Products

Network3

Spectrum

Technology

Market characteristics

Business cycle

79.0 %

Share of total LTM revenue (Q2’17)

Subscribers2

Norway1

Smartphone and MBB

~2,000 base stations with smartphone network

450 band – 10MHz, only for MBB800, 900, 1,800 and 2,100 bands – 80 MHz, for smartphones and MBB

Pure 4G

Duopoly, high-ARPU

High growth and large investments due to smartphone market entry. MBB stable with healthy cash flow

~328-333k smartphone subs and ~105k MBB subs

(1) Includes both ice.net Norge AS and ice.net Communication Norge AS(2) As of Q2’17, including acquired smartphone customer base from Hello in Norway. MBB includes IoT RGUs in Sweden and Denmark(3) Not all base stations in Norway activated for smartphones as of Q2’17

Rest of Scandinavia

MBB only

~500 base stations with ~95% area coverage

450 band – 10 MHz in each country, only for MBB

Pure 4G

Medium/high ARPUTelia, Telenor, TDC and 3 are key players

Stable business with healthy cash flow

~64k MBB subs

84%

14% 2%

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Company history – successfully entering smartphone marketProven track record of turnaround in

Norwegian marketExpanding organisation and network for the

next phase

• Access Industries acquired Ice in 2009

• Refocus from voice to data over 450 MHz on 3G technology− Pure MBB player

• EBITDA-margin from -76% in 2010 to 30% in Q4’13 (pre-SAC 51%)− Run rate EBITDA of NOK 133m in Q4’13

• ice group wins 2x35 MHz 4G frequencies in license auction Dec 2013− Enabling entry into smartphone and

strengthening of MBB product− Cost fraction of fair value due to auction

format− 20 years duration− Unique capacity amount that will never

occur again

Strong sales momentum and on-net traffic

2009 - 2013 2014 2015 2016 2017

• Upscaling organisation to enter smartphone segment

• Sales of MBB scaled back to facilitate network upgrade from 3G to 4G

− Limit effects of change of CPE equipment

• Telia acquired Tele2 and Ice awarded substantial remedy package− Creating a “duopoly”− Highly valuable remedy package (Tele2’s

network, national roaming agreement with Telia and subscriber base in Network Norway)

− Accelerates Ice’s business plan with several years and de-risks the case

• Soft launch of mobile telephony offering in Q2 2015

• Launch of smartphone bundles in Q4 2015

• Pure 4G network on MBB and smartphone

• Strong momentum in smartphone sales− Ice.net “test winner” in key consumer tests− Brand recognition increasing− Ice.net present in all major retailers− B2C sales higher than planned− B2B sales scaled back until BSS was

finalized (Q3’16)− First operator to introduce data roll-over

• KPIs performing favourable− Upgraded market share and on-net traffic

targets

• Smartphone network turning on now− Improving gross margins− Target of 80% population coverage by Q2

2018

Position established through winning the largest frequency auction ever

Building down barriers to entry – secured access to sites, customer base and

favourable roaming

Business plan accelerated based on strong momentum – migration to own BSS and

moving traffic into own network

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Favourable market fundamentals and strong mobile data growthA duopolistic market

Note(*) Weighted average of the two largest mobile operators in each market, blended ARPU (B2B and B2C, post-paid and pre-paid). Operator revenues are included and may impact nominal levelsSource: Ovum, ice Group, Company reports, NKOM

A high-ARPU market

Top 3 players’ market share in European markets, year-end 2016#1 / #2#3

• Average market share of 19% for #3 players in selected European markets and the lowest market share for a number 3 player is 17%

• Tele2 (former #3 player in Norway) had a ~19% market share when acquired by Telia

• Attractive market dynamics for a new #3 entrant with frequencies

100

66

40

2011

2012

2014

2013

2015

2016

+76%

• The average mobile data ARPU in Norway was USD 21.8 in 2016

o ~2x the average level in comparable European countries

• Adjusted for differences in purchasing power, the ARPU is still ~50% above comparable countries

• Consistently high ARPU last decades, now supported by increasing data usage –one of the fastest growing segments within telecom

• Highly valuable market with strong margins and disciplined incumbents

Increasing data usage2016 Mobile data ARPU comparison

between European markets* (USD/Month) Mobile data traffic Norway (PB)

Ice.net’s total mobile market share has increased from ~1.5% to 5.1% since smartphone introduction (1H’15) – positioned to challenge the duopoly

96%

64% 68% 73% 74% 67% 66%

4%

21% 18%27% 26%

23% 17%

Norway Denmark Sweden Finland Germany UK France

21,8

9,49,9

8,57,5

10,3 10,8

Nor

way

Den

mar

k

Swed

en

Finl

and

Ger

man

y

UK

Fran

ce

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Unique regulatory and competitive background

Duopolist 1

• Following the frequency auction in December 2013, ice.net winning the frequency auction in 2013 drove the only challenger Tele2 out of the marketo A duopoly situation was recreated after 15 years of effort and support

from the government to establish a competitive telecom arena in Norway

• Norway is currently dominated by 2 players; the Norwegian incumbent Telenor and the Swedish incumbent Telia

• The Norwegian government views such a situation unsustainable going forward, as stated in their own Ecom Plan issued in August 2016

Overview Market participants

Duopolist 2

The challenger

"The Government considers it important to facilitate the establishment of at least three independent mobile providers in the Norwegian mobile market, thereby reducing the need for special regulation”

Sub-brand fully owned by Telenor; Service.net providers in Telenor's net;

Sub-brands fully owned by Telia; Service.net providers in Telia's net;1. There shall be at least three

competing mobile networks

2. Ecom-users shall have access to new services and technology

3. It shall be profitable to invest in ecom

4. It shall be easy and convenient to be an ecom customer

Unique regulatory framework which supports innovation and sustainable competition:

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Low roll-out risk approach with low frequenciesGeographical reach of different frequencies (illustrative)

• Low frequencies have a longer reach than high frequencieso This implies that less base stations are needed to

cover a given geographic area

• A network based on low frequencies will have both lower capex and opexo The cost of one base station (capex) is NOK ~1mo The annual opex for one base station is NOK

~0.2m

• Sweden as an example (2013): o Ice has ~460 base stations and an area coverage

of 95%o The incumbent Telia has ~9,000 base stations

• Low frequencies enable a low risk “build as you grow” strategyo Higher frequencies can be added to existing

sites to increase capacity, without any additional costs

Comments

# of base stations required to cover the same areas as one 450MHz

Source: ice Group

800 MHz

900 MHz

1,800 MHz2,100 MHz 2,600 MHz

20

1210

43

2,1001,800 2,600900800

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Limited risk of any new player entering the market as MNO in the foreseeable future due to capacity

December 2013 frequency auction Beneficial entry into the smartphone market

• In December 2013, Ice acquired 70 MHz LTE frequencies for NOK 705m in the largest auction ever, securing 24% of all LTE frequencies in Norway.

• Beneficial entry:

o Heavily discounted price of the spectrum due to the auction format: Telenor, Telia and Tele2 were unaware of AINMT’s participation

o Tele2, the former #3 player were forced to exit the market

o Achieved remedy deal with Telia including access to 1,500 sites, favourable NRA and inexpensive B2B subscribers

• AINMT is well positioned to win future auctions:

o A number 3 player is desired by the government

o Favourable cost structure

Unique chunks of spectrum

in one go…

…at a very

attractive price level

0

50

100

150

200

250

Dec - 15Jan-15Dec - 13Oct - 12May - 10Dec - 08Jun-04

2.5

2.0

1.5

1.0

0.5

0.0US - Jan 2015

2.2

Thailand - Dec 2015

1.6

Norway - Dec 2015

0.7

Ice - Dec 2013

0.2

In addition to limited availability of frequencies, network expansion is time consuming and capex intensive(It took Tele2 ~8 years and NOK ~2.6bn in capex to build the network before it was sold to Telia)

MHz

USD/MHz/pop

Source: ice Group, NKOM, Web search

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Vital transformation in Norway with new frequenciesHigher capacity, higher speed, entering the smartphone market Ice.net (Norway) # of bits produced (illustrative)

• Capacity amount (Mhz): 10• Technology: 3G• Max speeds (Mbs): 9.1• Applicable market 6%

450MHzMobile Broadband

450, 800, 900, 1.800MHzMobile Broadband & smartphones

• Best coverage, speed constraint• NOK 130m EBITDA (110k subs)*• Swe & Den with same model, but

upgrading to 4G

• Capacity amount (Mhz): 80**• Technology: 4G• Max speeds (Mbs): 290• Applicable market 60%

• Best coverage, strong speeds • 50-100x capacity @ 3-4x cost on MBB• ~24% of mob LTE capacity w/ lowest

cost structure in benign market

Old ice.net New ice.net

Historical 3Goffering

Multiband offeringon 4G

Multiband +Additional basestations on 4G

32x

>100x+

NOK ~130m EBITDA business*

New frequencies enable more than 100x Gbit/s produced with 3-4x fixed cost base

# bits produced

Note(*) Run-rate EBITDA Q4 2013Note (**): Below 2.1 GHzSource: ice Group

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19

Ice has and will have the lowest cost base in the market

Uniquely positioned to be disruptive and produce GB at the lowest cost creating superior margins

Note(*): Estimates for Telenor and TeliaSource: Ice, Telia, Telenor

Cost efficient network* Fewer employees needed* Less complexity

No legacy and pure 4GFewer FTEsFewer base stations today

~2.000

<150

Operator 2G(legacy)

3G(legacy)

4G(modern)

• Base stations are a significant cost driver both in terms of capex and opex

• Capex of NOK ~1m per new BTS• Opex of NOK ~0.2m per BTS/year

• Ice with 40% geographical coverage obligation compared to Telia of 95%

• Less sites than incumbents even if Ice decides to build out of dependency on national roaming

• Ice fully staffed with 130-150 employees in Norway– Some outsourced services

• Significantly fewer FTEs in Ice than in Telia and Telenor as Ice has no legacy business and new IT systems

• The number of network technologies is also a key cost driver for Mobile Network Operators (MNOs)

• Ice has a legacy-free 4G/LTE only network, significantly lowering opex

• Pure 4G offers increased flexibility and opportunity to offer innovative products to customers

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20

Ice has now achieved a toolbox for creating a cost leaderCost per Gigabyte produced Comments

Source: ice Group

In order to create a mobile network cost leader you need

1. Purely latest data technology (4G)- ice.net is the only 100% 4G network (data-output 4x of 3G) operator

2. Big frequency portfolio for scaling- ice.net can maximize multiband and thereby utilizing each site

3. Low frequencies- ice.net pursues a “build as you grow” strategy starting with building 800

MHz (reducing number of coverage sites needed)

4. Lucrative national roaming agreement / quality sites- ice.net prices reflect remedy prices- Possibility for exclusion areas - Access to all network improvements Telia might introduce

Illustrative index

0

10

20

30

40

50

60

70

80

90

100

4G at 80 MHz4G at 10 MHz3G2G Edge

In Q3 2016, the new 4G network for smartphones in Norway was switched on

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21

What ice.net’s customer centric focus means for the customers

• Clearly set expectations and deliver on them• Open and honest• Ensure that everything works right out of the box• Problem solving is quick and easy, whenever and

however is needed• Data are kept safe and not abused• Experts willing and able to go the extra mile when it matters

We make sure our customers can “RELY ON US”

• Competitive products and service with the best value in the market

• 1GB product won most “best in test” in the market• No premium tariffs charged for more than expected • Ensure the existing customers always get the best deal

• Special phone offers only to existing customers• All products and service made available across all

customer segments• Rollover launch across all products, as opposed to

some of the competitors

We make sure our customers get “THE BEST VALUE”

• Ensure loyal customers benefit from being one of ice.net• New packages and/or price.net change offered to

existing customers as well, despite the binding period• Empower the customers to share with each other

• New sharing concept about to be launched• Always share information with ice.net customers first

• Rollover launched by sending an email to ice.net customers

• Invest in the wellbeing of ice.net community

We make sure the customers “ARE ONE OF US”

• Understand what matters to the customer, hence always looking for opportunities to serve customers' needs better

• As soon as feedback was received on data rollover being important for MBB customers as well, ice.net turned around and made it applicable for them

• Always most cost effective solution is recommended, but customer free to choose what suits best

• When customers call in and ice.net assesses that they have a package that is too big, a downgrade is recommended

We make sure our customers are “BEING HEARD”

BoldTrust

ShareFair

Customer centric

Page 22: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

Get service

Use

Buy

Pay

Receive information

Change

Help

Leave

22

Dedicated strategy with focus on all aspects of a customer journey

Use

Buy

Pay

Change

Get help

Receive information

Leave

Get service.net

• The experience from first thinking about ice.net as a supplier, receiving info about service.nets and offers and finalising the purchase

• All aspects of the quality (coverage, speed, technical issues, etc.) and usability of the service.net

• Receiving the bill, deciding whether the charge is reasonable and making the payment

• Receiving useful information about service.nets, offers, ways to save, etc.

• Requesting a change to service.net (upgrade, downgrade, new offer ,etc.)

• Requesting guidance, advice.net and support

• The experience of disconnecting from ice.net

• The early life experience of activating the service.net and first use, incl. the first bill

• New dedicated strategy, focusing on the quality, being measured since October 2016

• A significant share of dissatisfied customers reduced considerably

• Next actions to improve the levels of dissatisfaction

• Solving international roaming

• Signing with Apple

Strong focus on "the customer journey"… …has started to pay off

(Sample size too low)

Percentage of dissatisfied customers (%)

oct.16 jan-17 jul-17

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23

Less detractors and increased NPSLess share of dissatisfied customers (Smartphone B2C)

Increased NPS (Smartphone B2C)

13%14%14%14%16%

mar-17 jul-17jun-17may.17apr-17

12

9

-1

3

9

jul-17jun-17may.17apr-17mar-17

…making the share of dissatisfied customers to go down..

..driving the NPS up accordingly

Page 24: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

75%72%

70%71%70%73%

58%62%61%60%58%59%

57%57%

62%66%

64%

nov-16 jan-17des-16 mar-17feb-17 may.17 jul-17jun-17okt-16 apr-17mar-16 mai-16 aug-16feb-16 jun-16 jul-16apr-16 sep-16des-15 jan-16nov-15okt-15sep-15aug-15jul-15jun-15

78%78% 76%77%78%76%

61%

52%

57%

24

ice.net's excellent advertising effort has translated to a strong brand awareness development

Percentage who have heard of ice.net*

Source: Penetrace Brand Tracker through Norstat. Week 7:502 interviews in age 15-74(1) Panel switched from NEPA to Norstat in August 2016

Target 80%

Base: all1

• Brand awareness is developing according to plan

• End of July, 78% had heard of ice.net

• Closing in on the bigger brands

• Talkmore 83%

• Chess 88%

• Telia 90%

• Telenor 96%

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25

Ice.net – roadmap to becoming a disruptive full fledged MNO

Optimize network

New BSS launched

Migrate customers to own network

Lab testing Volte & Wifi calling

Challenge traditional packaging of products

Capacity increase on mobile broadband

Winner of Best Customer Care for both Voice+MBB

Volte trial in Drammen

4G frequencies acquired

Network acquired & upgraded to 4G

B2B customer portfolio acquired

B2C offering launched (+ bundles)

A disruptive full fledged MNO player

Pure 4G (no legacy 2G/3G)Own network (pure data)

Disruptive product offeringsStreamlined organization

Strong momentum in subscriber

intake

MBB playerEstablishing position in smartphone market

while upgrading network

Q3 2016 – Q1 2018

Q1 – Q2 2016

2013-2015

Fastest growing operator in 2016

All pre-requisites are in

place, but ice.net is still in the early phase of reaching its full potential

Expanding distribution network

Launch of phone bundles on ice.no

Test of wifi calling

Increase NPS, reduce detractors, increase promotors

Milestone of innovative product introduction - the first MNO to offer

data roll-over in Norway (Feb 2017)

On-net population coverage (80%+ target)

Page 26: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

• Strong development in orders for new subscriptions

o All sales channels are delivering increased sales and conversion rates

o Awards received 1H’16 as illustration of reception in the market

o High customer satisfaction resulting in a “snowball effect”

• New sales channels and partners being added contributing to increased footprint and momentum

• ice.net’s growth story and market perception supported by a poll at the recent Tek-conference, where 52% answered that they believe ice.net will obtain most customers over the next two years among Norwegian telecom providers

26

Increased customer penetration based on proven go-to-market strategyIce.net is an attractive MNO for customers Well received by customers

okt-1

6se

p-16

aug-

16ju

l-16

jun-

16m

ai-1

6ap

r-16

mar

-16

feb-

16ja

n-16

des-

15no

v-15

okt-1

5se

p-15

aug-

15ju

l-15

jun-

15m

ai-1

5ap

r-15

aug-

17ju

l-17

jun-

17m

ay.1

7ap

r-17

mar

-17

feb-

17ja

n-17

des-

16no

v-16

Customer subscriber development (EOP)

Source: ice Group, Tek, ManagersEOP = End Of Period

June 2015SIM launch

December 2015Launch of bundles

April 20163x test winner

1

2

3

4

Competitive pricing

Favourable data packages

High speeds

A challenger to the duopoly

April, May, June & July 2017

“Best Mobile Subscription”

April 2017 2x “Best

customer case”

February 2017 Data rollover

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27

Diversified distribution strategy with good momentum on high-ARPU customers

Retail ice.net

Source: Inside Telecom(1) The survey was conducted by Inside Telecom, published on 16 November 2016. See appendix for further details

• Cost effective and high volumes• Efficient way to target on-net customers

• Efficient way of upselling to higher subscriptions

• Efficient way to cross sell mobile broadband with voice services

• Full control over customer journey – can tailor make buying processes for different types of customers

• Strong presence in Elkjøp and Power and other retailers• High-ARPU customers

• Retail is an efficient way of attracting high-ARPU customers

• Phone-bundles important via retail

• Inside Telecom conducted a survey1 of retailers to determine which phone plan they recommended

• ice.net was recommended 7 out of 9 times

7/9Recommended

ice.net

TEK.NO tested mobile phone

retailers

Retailers pushing ice.net at high price.net points1 Launch of cooperation with Reitan Convenience in July 2017

• Biggest convenience player in the Nordics, with 522 shops in Norway

• Located in on-net areas with high traffic volumes

• Will increase customers’ hygiene needs, such as SIM replacement, buy subscriptions

• Big opportunities in partnering up on NPS driving activities and third-party revenue generation

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28

Ice is the fastest growing, and “Best in test” operator

Customer care: Best in test

• Each customer center is called by 25 different observers who performed the same role play hence call centres are measured against the same questions

• What is measured:

• Reception/ welcome-phase• Customer care agent – solution to the

call• How the call ended and total impression

Award winning customer service.net

Ice the fastest growing operator in 2016

Mobile Broadband

ice.net 92.2% ice.net 94.1%

Chess 88.3% Homenet 84.7%

Telia 87.9% Telenor 79.6%

Talkmore 87.6% Eldsiva bredbånd 78.0%

One Call 85.3% Nextgentel 77.7%

Mycall 84.8% Get 77.3%

Telenor 83.7% CDK 77.2%

Hello 73.5% Lyse bredbånd 77.0%

Tello 67.0%

Average 83.4% Average 80.7%

Source: Overview of the four operators with largest change in B2C subscribers based on figures from Norwegian Communication Authority (NKOM). Note(*) Ice.net acquired Hello customer base in July 2017

ice.net+ 148 000

Hello*+ 38 000

Telenor- 82 000

Telia- 102 000

Overview of the four operators with largest change in B2C subscribers

+ 173 000

+ 212 000

+ 49 000

+ 151 000

- 25 000

- 314 000

- 11 000

- 233 000

199 000

Gained during the period

Lost during the period

# of private customers, EoP

1 820 000

2 043 000

53 000

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29

Consistently adopted capital efficient approach to network build-outTimeline Roll-out schedule

Optimize on-net share (Q1’17)• Turn on approx. 40% Norway for on-net smartphone traffic• Tuning and optimization of network• Get sim-applet active to support fast return• Bridge potential coverage gaps with adding base stationsVoLTE trial in network (Q1/Q2’17)• VoLTE and Wifi Calling important for increasing on-net trafficPrepare for roll-out phase 2 (Q2’17)• Targeting approx. 80% population coverage• Increase number of tunnels with on-net coverage• Test out exclusion areasInt’l roaming (2017)• Activate 80% top popular destinations

Roll-out Activated

Swap to LTE for MBB 2014/2015

Densified for 40% of population (smartphone coverage)

Q4 2016

Densified for 80% of population (smartphone coverage)

Q2 2018

Population 80%

• The whole network provides coverage for MBB, whereas subsets are defined as on-net areas for smartphones.

• 40% population coverage is enabled for onnet.• The rollout project to reach 80% onnet coverage is started, and most sites and

transmission lines are already procured.• Clusters are optimized and onnet activated as soon as the rollout is complete in the area.

Key considerations: 1. Rollout and network activation almost complete2. Target of 80%+ on-net longer term3. Limited capex requirements after roll-out

2014-

2016

2017

Network swap (2014/2015)• Completed full network upgrade from 3G to pure 4GNew BSS and customer migration (2016)• Building new billing system, new core IMS platform and integration of NWN

service platform• Migration of B2C and B2B customers completed in Q3’16• First customers with traffic in own network in Q4’16

Moving to on-net will improve gross margins considerably

Source: ice Group, DNB Markets

Page 30: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

ice.net’s network, IT architecture and technology are future proof –stated by a third party

Background of the technical due diligence

Background: • Omnitele has been brought in as a third party in order to form an objective

view on ice.net network architecture and design with respect to reliability, flexibility, future proofing and cost forecasts for further network expansions

• The due diligence is based on information gathered from ice.net during 21 – 23 February 2017

Objective:• Analyse and report current network status, plans and sustainability for

delivery of modern mobile service.nets

• Competence and efficiency of current technical and operational business processes and organisation

• ice.net technical development plans’ competitiveness (network and organisation) vs. competitors in Norway

• Consistency between network and operational plans vs. capital and operational expenditure projections

• Analysing the business plan vs. technical license requirements, frequency usage, coverage and service.net level requirements

Conclusion and key takeaways

Conclusion and key takeaways:• The current overall ice.net network and IT architecture and technology

choices are future proof and the design and deployment are in line with proven industry practices to enable high service availability and quality

• Several risks related to ice.net entry to the Smartphone MNO business have been identified. Omnitele’s assessment is that ice.net has been able to manage the risks involved during the service.net deployment. ice.net has also provided evidence that the customer on-boarding is progressing successfully

• Based on Omnitele’s investigation, ice.net coverage expansion target and related technical plans are realistic and ice.net can be expected to reach the targets

• Omnitele has assessed the ice.net Capex and technical Opex projections related to Smartphone coverage expansion targets. The conclusion is that ice.net financial projections take the required cost components sufficiently into account

Source: Omnitele technical due diligence

Omnitele has completed over 1,000 projects in over 80 countries around the globe - providing consulting and expert services for telecom operators and regulators in network strategy, design and quality assurance

30

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ice group Scandinavia

KPIs & financials Risk factors Appendix

3

Executive summary

Page 32: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

Significant uptake in smartphone subscribers since launchTotal customer portfolio Subscriber split (Q2’17*)

Q1’ 17 Q2’ 17Q3’ 16 Q4’ 16Q2’ 16Q4’ 15Q3’ 15Q1’ 15 Q1’ 16Q2’ 15

Smartphone MBB**

23%Norway MBB

14%

63%

Norway Smartphones

Sweden / Denmark MBB**

• The smartphone offering in Norway was launched in August 2015 and is growing rapidly

− Smartphone portfolio of ~328-333k subscribers* as of Q2’2017

• The mobile broadband offering is stable in Norway and Denmark, while growing slightly in Sweden

− Current MBB portfolio of ~169k subscribers**

Note(*): Including ~35-40k smartphone subscribers acquired from HelloNote (**): Including IoT units in SE/DK

Comments

Hello

32

Page 33: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

Substantial increase in gross adds and churn stabilizing at low levelsGross adds development per quarter (B2C and B2B Comments

Comments

• We saw a short term increase in churn in Q2 relating to early price increases from EU roaming vs some of our peers

• The migration of customers to own BSS during the summer of 2016 also temporarily resulted in higher churn due to swap of SIM cards (as expected)

• Churn has now stabilized well below market average again

• Gross add levels stabilized at a high level

− Somewhat lower intake after increase of prices due to roam like home regulations, however summer sales 2017 have increased to levels of H2 2016

• ice.net has a current gross add market share of ~12-15%

• Estimate for Q3’17 excluding Hello subscribers

B2C – Annualized churn (B2C) (%)

jul-1

7

jun-

17

may

.17

apr-1

7

mar

-17

feb-

17

jan-

17

des-

16

nov-

16

okt-1

6

sep-

16

aug-

16

jul-1

6

jun-

16

mai

-16

apr-1

6

mar

-16

feb-

16

jan-

16

des-

15

nov-

15

okt-1

5

sep-

15

aug-

15

Q3’ 17Q2’ 17Q1’ 17Q4’ 16Q3’ 16Q2’ 16Q1’ 16Q4’ 15Q3’ 15Q2’ 15Q1’ 15

Market churn

33

Est.

Page 34: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

34

All sales channels delivering attractive sales and conversion ratesRetail sales Customer care

% of total Traffic and sales conversion

Traffic and sales conversion, weekly

+514%

Q2’17Q3’ 15 Q2’ 17Q1’ 17Q4’ 16Q3’ 16Q2’ 16Q1’ 16Q4’ 15Q3’ 15

Calls (#)Sales conversion (%)

262422201816141210864252504846444240383634323028

TrafficSales conversion (%)

CommentsIce.net website (LTM)

• Significant uptake in retail sales – giving good momentum for high-ARPU customers, driven by strong position in Elkjøp and the launch of Expert and Spaceworld Soundgarden

• ~50% of all sales today is done through ice.net’s website and customer care, which is an efficient and cost effective way to reach new and current subscribers

• Despite increase in retail and telesales, we are still managing to drive more traffic and sales out of the ice.no website

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35

Successful introduction of higher price plans – improving ARPUARPU benchmark B2C price plan development – new sales

Blended post-paid ARPU (NOK)

CommentsIllustrative ARPU development based on typical customer journey

• Expected to narrow the ARPU gap to incumbents in the years to come• Conversion of low-ARPU price plans in existing subscriber base• Increased new sales share of high-ARPU price plans

• Incumbents with no incentive to increase price pressure in market• Rather need to replace lost content revenue streams by increasing

price for capacity• This trend should further provide support for Ice’s ARPU going

forward• Furthermore, with own BSS in place, ice.net is well positioned for ARPU

enhancements going forwardFuture ARPUConversion to

higher price planFuture increase in

data pack purchases from

increased data use

Data pack purchases

Initial ARPU based on price plan

239292

357

Ice Q2’ 17Telia Q2’ 17Telenor Q2’ 17 jan-16 jul-17

Mobil 1 GBMobil 0.5 GB

Mobil 5/6 GB

Mobil 2 GBMobil 3/4 GB

Mobil 10/12 GB

Source: ice.net, Telia, Telenor, NKOM, DNB Markets

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36

Strong revenue development on the back of subscriber uptake in NorwayRevenue development by source (NOKm) Split by source (LTM Q2’17)

CommentsService revenue development by geography (NOKm)

• Limited revenue growth in 2015, although smartphone “soft launch” was in June 2015 (SIM only)

• Initially significant churn experienced in the Network Norway portfolio of B2B subscribers which was acquired from Tele2

• Limited new sales effort within MBB prior to completion of LTE swap

• Very positive sales development in 2016 and the first half of 2017• Full smartphone offering launched (retail and phone bundles)• Effective marketing

Source: ice.group

Split by geography (LTM Q2’17)

Other revenue

8%

Service revenue

92%

Denmark2%

Sweden

14%

Norway

84%

Q2’ 17

315

Q1’ 17

301

Q4’ 16

290

Q3’ 16

271

Q2’ 16

226

Q1’ 16

191

Q4’ 15

199

Q3’ 15

219

Q2’ 15

217

Q1’ 15

196

Service revenuesOther revenues

Q2’ 17

299

Q1’ 17

280

Q4’ 16

290

Q3’ 16

271

Q2’ 16

226

Q1’ 16

191

Q4’ 15

199

Q3’ 15

219

Q2’ 15

217

Q1’ 15

196

NorwaySwedenDenmark

Page 37: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

Strong underlying growth in smartphone revenues in NorwayIce experienced strong growth in Smartphone revenues in 2016 and 2017* Comments

Note(*): Note that Ice only had smartphone service revenues in 9 months in 2015 and is thus not fully comparable

373

201

2015 2016

+85% growth

• Strong growth year-over-year in smartphone revenues despite 2016 being a transitional year

– Ice experienced a temporary increase in churn in connection with migration in the summer of 2016

– Customers were migrated to own BSS, requiring customers to change SIM cards, resulting in higher churn

– During the migration, Ice scaled back on pushing sales (especially B2B) and rather focused on reducing churn and stabilisation

• Continued strong growth in 2017, although Q2’17 revenue was slightly reduced as a result of deferred revenue from introduction of data roll-over.

– In addition, new sales was temporarily at lower levels in Q2’17 due to introduction of price plans with EU roaming included

37

156

75

Q2’16

+108%

Q2’17

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38

Key opex drivers include employees, customer operations and SACNumber of employees (incl. consultants) – end of period B2C – Customer care calls per subscription

CommentsMedia spend per sale (NOK)

• Too long waiting time on customer care gives unsatisfied customers resulting in negative feedback on Facebook

• Number of calls to customer care up due to migration and high sales during the summer of 2016, stabilised at low levels thereafter

• Media spend per sale at a very attractive level

173170153159157151

138133129136

Q2’ 17Q1’ 17Q4’ 16Q3’ 16Q2’ 16Q1’ 16Q4’ 15Q3’ 15Q2’ 15Q1’ 15

Jul-17Jun-17May-17Apr-17Feb-17 Mar-17Jan-17 Aug-17

Apr-17Jan-17Oct-16Jul-16Apr-16Oct-15Jul-15 Jan-16 Jul-17

Page 39: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

Large investments have been made, preparing for higher activityIce Group Scandinavia Holdings AS - EBITDA and EBITDA pre SAC (NOKm) Comments

• ice group entered the smartphone market in the beginning of 2015, which has required large investments and increased cost base, while the positive effect on financials is delayed

• The number of base transceiver stations has increased significantly

• These sites can generate >100 times amount of data on multiband compared to previous 3G offering

• A large portion of the cost base is fixed, enabling increased EBITDA margins along with uptake in scale

• EBITDA pre SAC is a more suitable measure of underlying profitability as SAC represents the cost of growing the subscriber base which in turn will provide future cash flows

• ice group has achieved strong growth the past year, resulting in negative reported EBITDA largely as a result of SAC, but also scaling of cost base to prepare for a significantly higher activity level

Ice Group Scandinavia Holdings AS - EBITDA and EBITDA pre SAC margins (%)

-36%-33%-31%-26%

1%8%

25%

Q2’ 17Q1’ 17Q4’ 16Q3’16Q2’16

-34%

Q1’16

-6%

Q4’15

-8%

Q3’15Q2’15Q1’15

EBITDA pre SAC margin %EBITDA margin %

Q2’ 17

-114

Q1’ 17

-98

Q4’ 16

-90

Q3’16

-71

Q2’16

-76

Q1’16

-11

Q4’15

-16

Q3’15

1

Q2’15

17

Q1’15

49

EBITDA pre SACEBITDA

39

Page 40: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

Comments

Capital intensive industry, but majority of expansion capex already madeIce Group Scandinavia Holdings AS - Capex (NOKm)

Development in sum Tx capacity (Mbit/s)

• Capex relates to acquisition of sites and LTE swap completed in 2015/2016

• A completely new and pure 4G network implies limited capex going forward

• The cost base has been scaled to handle a significantly higher activity level going forward

• Majority of capital expenditures have been spent in Norway• Management target capex to sales of low single digit number the

next years• EBITDA pre SAC less maintenance capex should be the most

relevant cash flow measure as SAC and expansion capex is related to growth and margin enhancement (on-net traffic) with delayed effect on financials

Ice Group Scandinavia Holdings AS - EBITDA – capex (NOKm)

Q2’ 17

177

Q1’ 17

237

Q4’ 16

167

Q3’16

90

Q2’16

127

Q1’16

107

Q4’15

246

Q3’15

142

Q2’15

62

Q1’15

128

-140

Q3’15

-261

Q4’15 Q1’16

-118

-291

Q2’ 17Q1’ 17

-257

Q4’ 16

-257

Q3’16

-161

Q2’16

-203

Q2’15

-46

Q1’15

-79

EBITDA - capex EBITDA pre SAC - maintenance capex

304,300

105,100

Jan-16 Sep-17

~1,300 sites with 4G equipment, only ~600 more sites to achieve 80% population coverage

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0,88

0,67

0,23

TEL 1,800 MHz (2015) adj.*

Tel 1,800 MHz (2015)

AINMT’s cost (2013)

41

Strong asset value backingStrong asset value backing

Frequencies(USD/MHz/Pop)

Smartphone subscribers

(Illustrative lifetime value of

marginal subscriber, NOK)

Network(Acquisition and upgrade cost,

NOKm)

~2.9x

~3.8x

MBB business

(EBITDA % pre network upgrade)

SAC

1,500

Gross profit (5 yrs)

Revenue (5 yrs)

15,000

133

-95%2,600

Tele2 construction

cost

Ice acquisition cost

New 4G equipment

~1,000

-7%

26%45% 50% 51%

-76%

-11% 17%31%

39%

2010 2011 2012 2013 Run rateQ3 2014

EBITDA pre SAC% EBITDA%

Frequencies purchased

at a fraction of

comparable transactions

~328-330k subs**.

Marginal customer

with substantial

value compared to

marginal cost

Substantial investments

made in state-of the-art 4G

network

~169k subs.Strong and stable cash flow (39% EBITDA

margin pre swap to 4G)

The value of frequencies alone most likely higher than total gross debt

Note(*): Analyst estimateNote (**): Including 35-40k subscribers from Hello acquisitionSource: DNB Markets, Pareto Securities

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Executive summary

KPIs & financials Risk factors Appendixice group

Scandinavia

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Risks related to the industry and market conditions

Economic conditionice group’s performance is influenced by economic conditions in the markets in which it operates. The following may significantly impact the Group’s earnings and financial position: (i) slowdown in the economy and in the telecommunications sector; (ii) a deterioration in business and consumer confidence, employment trends and (iii) drop in consumer spending. Any of these factors may affect the Group’s ability to grow its subscriber base and the price charged to its customers.

Regulatory environment

ice group operates in a highly regulated industry. The Group’s businesses are subject to regulations set by Government authorities in each of the markets in which the Group operates. Changes in regulation or Government policy could restrict the Group’s ability to manage its operations. Regulatory authorities could amend or revoke licenses, which could materially impact the Group’s business performance and operational results. Although the regulatory regime in Scandinavia is viewed as quite stable, the Norwegian incumbent Telenor has a very strong position in terms of market share and has made it difficult for challengers on the market. The wholesale prices for mobile data could therefore become regulated to help MVNOs and Service Providers competitiveness in the mobile data market.

Actual or perceived health risks relating to

electromagnetic and radio frequency emissions

The electromagnetic signals from mobile devices and base stations have raised concerns over potential health risks. If negative campaigns around the potential effect of radio signals on health were to increase or litigations were to arise, this could lead to negative publicity, potential reduction in customer intake and usage and restrict network roll-out.

Continued rapid technological changes

The telecommunication industry is characterized by rapid increases in the diversity and sophistication of the technologies and services offered. As a result, the Group may face increasing competition from the application of technologies which are currently being developed, or which may be developed in the future by the Group’s existing competitors, new market entrants or telecommunications equipment firms. Future development or application of new or alternative technologies, services or standards could require significant changes to the Group’s business model, the development of new products, the provision of additional services or substantial new investment.If the Group fails to develop, or obtain timely access to, new technologies or equipment, or if the Group fails to obtain the necessary licenses or spectrum to provide services using these new technologies, the Group may lose subscribers and market share and become less profitable, which could have a material adverse effect on the Group’s business, financial condition and results of operations.

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Risks related to the Group’s operations

Competition from other operators

ice group’s operations face competition from other telecommunication operators in the markets in which they operate, as well as fixed line operators in some markets. The Group’s main competitors in Norway are Telenor and Telia. In Sweden the main competitors are Telia, Tele2, Telenor and 3. Competition from current market participants, potential new entrants and new products and services, may adversely affect the Group’s performance. Increased competition could lead to an increased customer churn and a decrease in customer growth rates as well as affect in the prices the Group charges for its products and services negatively.

Future investments in maintaining, upgrading and

expanding its networks

ice group’s success is dependent on its ability to continue its investments in maintaining, upgrading and expanding its telecommunication networks. The Group has made substantial investments in its networks and is expected to continue with those investments. However, certain factors outside the control of the Group that could restrict or limit the Group’s ability to continue with those investments. These include the availability of new and attractive products in the market, the ability of equipment suppliers to deliver their products in an effective and satisfactory matter, and the Group’s ability to negotiate with its suppliers. In the 450 MHz segment, efficient and affordable LTE450 equipment is important to be able to deliver competitive services. Failure to maintain and develop robust telecommunication networks could hinder the Group’s financial and operational performance in the future. By being a pure 4G operator, the development of the LTE technology and innovations such as VoLTE are key and the costs and timing of these innovations are uncertain. In addition, the Group must also continuously maintain and upgrade its existing networks and IT systems in order to allow ongoing operations to function properly and to expand such subscriber function as the subscriber base grows. In addition, the Group could be required to upgrade the functionality of its networks, increase customer service efforts, update network management and administrative system and upgrade older systems and networks to adapt them to new technologies by regulatory obligations. Many of these tasks are not fully under the Group’s control, and may be affected by, among other things, applicable regulations. If the Group fail to successfully maintain, expand or upgrade its networks and IT systems, the Group’s offerings and services may become less attractive to new subscribers and the Group may lose existing subscribers to its competitors. In addition, the Group’s future and ongoing network and IT systems upgrades may fail to generate a positive return on investment, which may have an adverse effect on the Group’s business, financial condition and results of operations. Finally, if the Group’s capital expenditure exceeds projections or the Group’s operating cash flow is lower than expected, the Group may be required to seek additional financing for future maintenance and upgrades, which in turn could have a material adverse effect on the Group’s business, financial condition and results of operations.

License renewal risk

In order to operate its telecommunications networks and deliver its products and services to its customers, ice group is required to hold telecommunications licenses issued by the Government in the markets in which it operates. When these licenses expire, the Group will need to renew them in order to continue its operations. The Group’s ability to renew its licenses in the future may be affected by factors outside of its control such as competition from other operators when bidding for license renewals or the Government’s decision to revoke licenses or limit the number of license holders. Failure to secure licenses in the future would have a significant impact on the Group’s ability to continue to deliver its products and services and subsequently impact the Group’s financial and operational performance. The 450 MHz frequencies licences expire in 2019 for Norway, 2020 for Sweden and Norway and in 2022 for Denmark and it is unclear what the auction format will be and if ice group will be successful in renewing these licenses. The 800, 900 and 1,800 MHz frequencies purchased in Norway will expire in 2033.

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Risks related to the Group’s operations

Delay in network roll out, swap and network stability

The Group’s ability to operate successfully is dependent on the Group’s ability to deploy sufficient resources and operate the Group’s networks. The failure or breakdown of key components of the Group’s networks, including hardware and software, may have a material negative effect on the Group’s financial and operational performance. Although all system parts are redundant, if two or more business critical nodes fail, the network might have unstable and weak services to the end-user which could lead to customers terminating their services with ice group.

Relationship with suppliers

ice group depends on a limited number of suppliers and vendors to provide equipment and services to develop and upgrade its networks and operate its businesses. The Group’s suppliers of core network, radio and access equipment may not continue to supply equipment and provide services to the Group on terms that are favourable or may discontinue with the manufacturing of the necessary equipment required to operate the telecommunications networks. The Group may experience problems such as the availability of new devices, higher than anticipated prices of new devices, and potential difficulties with new suppliers. Given that the number of 450 MHz band operators and subscribers globally is limited, the attractiveness for suppliers to supply equipment for this frequency band is limited which could lead to fewer suppliers and higher prices for equipment and devices. Any failure in relation to the supply chain may have a material adverse effect on the Group’s financial and operational performance. The Group can not guarantee that it will be able to obtain required services or equipment in the future from its current or alternative suppliers on commercially attractive terms, if at all. If any key supplier is unable to provide adequate supplies of products and services, the Group’s ability to attract subscribers could be negatively affected, which in turn could have a material adverse effect on the Group’s business, financial condition and results of operations.

Demand for mobile data and ability to deliver mobile

servicesice group depends on demand for mobile data services and the ability to service its customers satisfactorily in order to achieve sufficient ARPU and limited churn

ice group’s ability to retain its personnel and attract new

talent

ice group’s success is largely dependent on its ability to retain its best performing employees and recruit new top talent. Competition is intense for qualified telecommunications and information technology personnel. To a large extent, the Group’s ability to recruit and retain skilled personnel for growth business areas and new technologies will depend on its ability to offer them competitive remuneration packages. The Norwegian operation will need to attract additional employees due to the introduction of smartphone services on the new frequencies. The ability to attract new employees might be hampered as the telecom sector is relatively concentrated which could limit the mobility and availability of human resources, If the Group fails to retain or recruit competent employees, or fails to successfully integrate new employees, its ability to develop its business going forward will be limited.

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Risks related to the Group’s operations

The licenses may have limited value upon a bankruptcy

If any of the license owning companies in the Group enters into bankruptcy, the licenses will be part of the bankruptcy estate. Should however the bankruptcy lead to a breach of the license requirements or the license fee not being paid, there is a risk that the licenses may be revoked by the authorities. In normal circumstances the bankruptcy estate will thus be allowed to find a buyer for the license(s) and assign them to the buyer, but in order to assign licenses in Norway and Sweden the authorities must consent to the assignments. In Denmark there is only a notification requirement to the authorities both prior to the assignment and then again after the assignment has taken place. For the licenses in Norway and Sweden there is a risk that the authorities do not consent to the assignment and for all licenses there is a risk that there is no existing market for the license(s) when the bankruptcy estate offers the license(s) for sale. If licenses for one of more reasons prove impossible to assign, there is a risk that the license(s) will be revoked by the authorities without any compensation to the license holder.

Reporting differences The reporting of ice group’s financial statements, including income statements and balance sheets, presented to the investors and in this Information Presentation, have historically been prepared and reported in accordance with the requirements under Swedish GAAP. ice group has with effect from the financial year 2013 and onwards, prepared its financial statements in accordance with IFRS.

New licenses auctioned by the authorities

The authorities in Norway, Sweden and Denmark may hold auctions for new licenses in the future which may lead to new licenses being assigned to current or new competitors of the Group. Such assignment may lead to increased competition in the telecommunications market and may have a negative effect on the prices the Group is able to obtain from its customers. Assignment of new licenses may also decrease the demand for the Group's services. Increased competition through assignment of new licenses may therefore have a material adverse effect on the Group’s financial and operational performance.

Cyber-attacks, subscriber database piracy etc.

The Group may be exposed to database piracy, unauthorized access or other database security breaches which could result in the leakage and unauthorised dissemination of information about subscribers, including their names, addresses, home phone numbers and personal identity numbers, which could materially adversely impact the Group’s reputation, prompt lawsuits against the Group by subscribers, lead to violations of data protection laws and adverse actions by the telecommunications regulators and other authorities, lead to a loss in subscribers and hinder the Group’s ability to attract new subscribers.In addition, the Group’s network and IT infrastructure may be exposed to cyber-attacks, computer virus attacks or acts of terrorism or vandalism. Any such attack could result in equipment failures or disruptions in the Group’s operations. Any inability to operate the Group’s network as a result of such events may result in significant expense and/or customer churn. These factors, individually or in the aggregate, could have a material adverse effect on the Group’s business, financial condition and results of operations.

Disruption of services

The mobile telecommunications business depends on providing subscribers with reliable service, network capacity and security. The services provided by the Group may encounter disruptions from many sources, including power outages, acts of terrorism, vandalism and human error, as well as fire, flood, or other natural disasters. In addition, the Group could experience interruptions of its services due to, among other things, hardware failure, software bugs, computer virus attacks, unauthorized access or corruption of data. Any interruptions in the Group’s ability to provide services could seriously harm the Group’s reputation and reduce subscriber confidence, which could materially impair the Group’s ability to acquire and retain subscribers. In addition, the Group may incur significant capital expenditures to restore the functionality of its networks and provide its subscribers with reliable service, network capacity and security.

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Risks related to the Group’s operations

Reputation of brandThe Group’s brands used in the various markets in which the Group operates and the Group’s reputation are important to the Group’s business. If the Group is unable to maintain the reputation of and value associated with the Group’s brand names, the Group may not be able to successfully retain and attract subscribers. The Group’s reputation may be harmed if any of the risks set forth in this “Risk Factors” section materializes, Also, the Group’s reputation may be affected by negative events in other members of the AINMT Holdings AB outside the Group, over which the Group has no control. Any such harm of the Group’s reputation could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

Not a public company

The shares in the Company are not listed on a regulated market. The Company is subject to certain disclosure requirements pursuant to the continuing obligations for companies with shares registered on the NOTC-List, but these are in certain respects less stringent than those of a company with shares traded on a regulated market. Moreover, the Group is currently not required to comply with the Norwegian Code of Practice for Corporate Governance (the “Corporate Governance Code”). The Group is in the process of implementing appropriate procedures and other measures in line with the Corporate Governance Code, but is as of the date of this presentation not fully compliant.The purpose of the disclosure requirements for listed companies and the Corporate Governance Code is, inter alia, to ensure transparency and to strengthen confidence in companies and the marketplace. As the Group is not bound by these rules, any investment in the Bond may involve a higher risk than investment in securities in a publicly traded company.

Internal controlThe Group maintains and regularly reviews its internal controls over financial reporting, risk elevation and corporate compliance, but these controls cannot eliminate the risk of errors or omissions in such reporting or compliance with laws. Any such errors or omissions may have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

Future transactionsThe Group may undertake future acquisitions on an opportunistic basis which may increase the Group’s risk profile, distract management and/or increase the Group’s expenses. Moreover, the Group may pursue investment opportunities in countries in which the Group has no previous investment experience or in jurisdictions that are subject to greater social, economic and political risks that the jurisdictions in which the Group currently operate. Also, the Group may not be able to integrate successfully businesses that the Group may acquire in the future, and the Group may not be able to realize the anticipated cost savings, revenue enhancements or other synergies from such acquisitions.

Legal disputesThe members of the Group are, and may in the future be, involved in disputes and litigation, including with tax authorities, the ultimate outcome of which is uncertain. Any such disputes or legal proceedings, whether with or without merit, could be expensive and time consuming, could divert the attention of management and, if resolved adversely to the Group, could harm the Group’s reputation and increase costs, all of which could result in a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

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The Group’s financial risks

Foreign exchange risk

Exchange rate fluctuations affect ice group’s financial results through translation of the profit and loss accounts and balance sheets of foreign subsidiaries to Norwegian kroner (translation exposure).

Additional currency risks arise when subsidiaries enter into transactions that are denominated in currencies other than their functional currency, including agreements with equipment suppliers. The currency transaction risk is associated with changes in the value of USD relative to SEK, NOK and DKK. ice group does not hedge its foreign exchange rate exposure.

Refinancing and liquidity risks Refinancing risk refers to the risk that the Group will be unable to obtain financing, or that it can be obtained only at a significantly higher cost. ice group has a relatively high level of debt. As a result of this high leverage, ice group uses a large share of its cash flow for payment of liabilities, which means that ice group’s financial flexibility is limited.

Interest rate risks ice group is exposed to interest rate risks in interest bearing current and non-current liabilities (including the Bond Issue). As the Bonds carry variable interest rates, the relatively high level of debt results in exposure to interest rate risk.

Credit risks Credit risk refers to the risk that a counterparty to ice group will be unable to meet its obligations and thereby causes a loss to the other party, mainly attributable to trade accounts receivables. Due to the end customer structure, ice group deem this risk as fairly low.

Valuation risks The Group has a number of assets and liabilities that have been valued with the help of JZ Capital Partners AB as third party experts. These includes deferred tax assets and revaluation of network and licenses on the asset side and deferred tax liabilities on the liability side.

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The Group’s financial risks

Amount of debtThe Group has a relatively high level of outstanding debt. The Group’s level of debt could have important negative consequences for the Group. For example, the Group’s substantial debt could (i) require the Group to dedicate a large portion of its cash flow from operations to service debt and fund repayments on the Group’s debt, thereby reducing the availability of its cash flow to fund working capital, capital expenditures and other general corporate purposes; (ii) increase the Group’s vulnerability to adverse general economic or industry conditions; (iii) limit the Group’s flexibility in planning for, or reacting to, changes in the Group’s business or the industry in which it operates; (iv) place the Group at a competitive disadvantage compared to its competitors that have less debt; and (v) require the Group to comply on certain covenants and undertakings.

Covenants

The bond agreement for the bond issue in April 2017 (the “Bond Agreement”) includes financial and operational covenants applicable for the Group. A failure by the Group to meet these covenants will constitute an event of default entitling the bondholders (acting through the bond trustee) to call for immediate repayment of amounts outstanding under the Bond. In addition, future credit facilities entered into by the Group may require it to satisfy a maximum total leverage test and potentially additional financial covenants. The ability of the Group to comply with the covenants in the Bond Agreement and in future credit facilities may be affected by events beyond their control and it cannot be assured that the Group will continue to meet these tests. The failure of the Group to comply with these obligations could lead to a default under its credit facilities unless the Group can obtain waivers or consents in respect of any breaches of its obligations thereunder. It cannot be assured that such waivers or consents will be granted. A breach of any covenants or the inability to comply with the required financial ratios could result in a default under such credit facilities. In the event of any default under the credit facilities, the lenders will not be required to lend any additional amounts to the Group and could elect to declare all outstanding borrowings, together with accrued interest, fees and other amounts due thereunder, to be immediately due and payable. If the debt under the Group’s credit facilities were to be accelerated, the Company cannot assure that its assets would be sufficient to repay such debt in full.

Change of control

Pursuant to the Bond Agreement, upon the occurrence of a Change of Control Event, each individual holder of bonds has a right of pre-payment of the bonds at a price of 101% of par value plus all accrued and unpaid interest to the date of redemption. A “Change of Control Event” in this respect means if and when any person or group other than an entity under common control with AI Media Holdings (NMT) LLC, Access or Rasmussengruppen, gain decisive influence over the Company. There is a risk that the Group will not have sufficient funds at the relevant time of a change of control, if any, to make the required pre-payments, which could have a material adverse effect on the Group’s business, earnings and financial condition.

Ability to generate cash

The Group’s ability to meet its debt service obligations or refinance its debt depends on the Group’s future operating and financial performance and ability to generate cash. This will be affected by the Group’s ability to successfully implement its business strategy, as well as general economic, financial, competitive, regulatory, technical and other factors beyond the Group’s control. If the Group cannot generate sufficient cash to meet its debt service obligations or fund its other business needs, the Group may, among other things, need to refinance all or a portion of its debt, obtain additional financing, delay planned acquisitions or capital expenditures or sell assets. There can be no assurances that the Group will be able to generate sufficient cash through any of the foregoing. If the Group is not able to refinance any of its debt, no assurance can be made that the Group would be able to refinance these loans at terms favourable to the Group, obtain additional financing or sell assets on commercially reasonable terms or at all. If the Group fails to satisfy its obligations with respect to the Group’s debt, this could have a material adverse effect on the Group’s business, earnings and financial condition.

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Regulatory risk

Assignment of the licenses requires governmental

approval

If necessary, the Group might divest licenses to raise additional funds and assign the licenses to the buyer. In order to assign licenses in Norway and Sweden the authorities must consent to the assignments. In Denmark there is only a notification requirement to the authorities both prior to the assignment and then again after the assignment has taken place. For the licenses in Norway and Sweden there is a risk that the authorities do not consent to the assignment. This implies that the Group may have limited ability to improve its financial condition through sale of assets.

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Risks related to the Bond

Put option - The Issuer’s ability to redeem the Bonds with cash

may be limited

Upon the occurrence of a Put Option Event (as defined in the Bond Agreement), each individual bondholder shall have a right of pre-payment of the Bonds at a price of 101% of par value plus all accrued and unpaid interest to the date of redemption. However, it is possible that the Issuer will not have sufficient funds at the time of the Put Option Event to make the required redemption of Bonds. The Issuer’s failure to redeem tendered Bonds would constitute an event of default under the Bond Agreement.

There will only be a limited trading market for the Bonds

and the market may have limited liquidity

There is no existing market for the Bonds, and although the intention is to apply for a listing of the Bonds on the Oslo Stock Exchange, there can be no assurance given regarding the future development of a trading market for the Bonds. It may be difficult or even impossible to trade and sell the Bonds in the secondary market due to a limited market for the Bonds as well as the market for the Bonds may also have limited liquidity. As the Bonds are not rated this may also have a negative effect on the market for the Bonds as they may be considered an unsecure investment.

The market price of the Bonds may be volatile

The market price of the Bonds could be subject to significant fluctuations in response to actual or anticipated variations in the Issuer’s operating results and those of its competitors, adverse business developments, changes to the regulatory environment in which the Issuer or the Group operates, changes in financial estimates by securities analysts and the actual or expected sale of a large number of Bonds, as well as other factors. In addition, in recent years the global financial markets have experienced significant price and volume fluctuations which could adversely affect the market price of the Bonds without regard to the Issuer’s operating results, financial condition or prospects.

The Bondholders may be subject to restrictions on

transfers of the Bonds

The Bonds are freely transferable and may be pledged, however so that Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each Bondholder must ensure compliance with local laws and regulations applicable at its own cost and expense. Notwithstanding the above, a bondholder who has purchased the Bonds in contradiction to applicable mandatory restrictions may nevertheless utilize its voting rights under the Bond Agreement.

The Issuer may not be able to service the Bond Issue

The Issuer is dependent upon the ability of its subsidiaries to generate sufficient profits and any failure to do so might have a material adverse effect on the Issuer's ability to service the Bond Issue.

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Risks related to the industry and market conditions

Economic condition

ice group’s performance is influenced by economic conditions in the markets in which it operates. The following may significantly impact the Group’s earnings and financial position: (i) slowdown in the economy and in the telecommunications sector; (ii) a deterioration in business and consumer confidence, employment trends and (iii) drop in consumer spending. Any of these factors may affect the Group’s ability to grow its subscriber base and the price charged to its customers.

Regulatory environment

ice group operates in a highly regulated industry. The Group’s businesses are subject to regulations set by Government authorities in each of the markets in which the Group operates. Changes in regulation or Government policy could restrict theGroup’s ability to manage its operations. Regulatory authorities could amend or revoke licenses, which could materially impact the Group’s business performance and operational results. Although the regulatory regime in Scandinavia is viewed as quite stable, the Norwegian incumbent Telenor has a very strong position in terms of market share and has made it difficult for challengers onthe market. The wholesale prices for mobile data could therefore become regulated to help MVNOs and Service Providers competitiveness in the mobile data market.

Actual or perceived health risks relating to

electromagnetic and radio frequency emissions

The electromagnetic signals from mobile devices and base stations have raised concerns over potential health risks. If negative campaigns around the potential effect of radio signals on health were to increase or litigations were to arise, this could lead to negative publicity, potential reduction in customer intake and usage and restrict network roll-out.

52

Page 53: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

Risks related to the Group’s operations

Competition from other operators

ice group’s operations face competition from other telecommunication operators in the markets in which they operate, as well as fixed line operators in some markets. The Group’s main competitors in Norway are Telenor and Telia. In Sweden the main competitors are Telia, Tele2, Telenor and 3. Competition from current market participants, potential new entrants and new products and services, may adversely affect the Group’s performance. Increased competition could lead to an increased customer churn and a decrease in customer growth rates as well as affect in the prices the Group charges for its products and services negatively.

Future investments in maintaining, upgrading

and expanding its networks

ice group’s success is dependent on its ability to continue its investments in maintaining, upgrading and expanding its telecommunication networks. The Group has made substantial investments in its networks and is expected to continue with thoseinvestments. However, there are some factors that are outside the control of the Group that could restrict or limit the Group’s ability to continue with those investments. These include the availability of new and attractive products in the market, the ability of equipment suppliers to deliver their products in an effective and satisfactory matter, and the Group’s ability to negotiate with its suppliers. In the 450 MHz segment, efficient and affordable LTE450 equipment is important to be able to deliver competitive services. Failure to maintain and develop robust telecommunication networks could hinder the Group’s financial and operational performance in the future. By being a pure 4G operator, the development of the LTE technology and innovations such as VoLTE are key and the costs and timing of these innovations are uncertain.

License renewal risk

In order to operate its telecommunications networks and deliver its products and services to its customers, AINMT is required tohold telecommunications licenses issued by the Government in the markets in which it operates. When these licenses expire, the Group will need to renew them in order to continue its operations. The Group’s ability to renew its licenses in the future may be affected by factors outside of its control such as competition from other operators when bidding for license renewals or the Government’s decision to revoke licenses or limit the number of license holders. Failure to secure licenses in the future would have a significant impact on the Group’s ability to continue to deliver its products and services and subsequently impact theGroup’s financial and operational performance. The 450 MHz frequencies licences expire in 2019 for Norway, 2020 for Sweden and Norway and in 2022 for Denmark and it is unclear what the auction format will be and if ice group will be successful in renewing these licenses. The 800, 900 and 1,800 MHz frequencies purchased in Norway will expire in 2033.

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Page 54: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

Risks related to the Group’s operations

Delay in network roll out, swap and network

stability

The Group’s ability to operate successfully is dependent on the Group’s ability to deploy sufficient resources and operate the Group’s networks. The failure or breakdown of key components of the Group’s networks, including hardware and software, may have a material negative effect on the Group’s financial and operational performance. Although all system parts are redundant, if two or more business critical nodes fail, the network might have unstable and weak services to the end-user which could lead to customers terminating their services with ice group.

Relationship with suppliers

ice group depends on a limited number of suppliers and vendors to provide equipment and services to develop and upgrade its networks and operate its businesses. The Group’s suppliers of core network, radio and access equipment may not continue to supply equipment and provide services to the Group on terms that are favourable or may discontinue with the manufacturing of the necessary equipment required to operate the telecommunications networks. The Group may experience problems such as the availability of new devices, higher than anticipated prices of new devices, and potential difficulties with new suppliers. Given that the number of 450 MHz band operators and subscribers globally is limited, the attractiveness for suppliers to supply equipment for this frequency band is limited which could lead to fewer suppliers and higher prices for equipment and devices. Any failure in relation to the supply chain may have a material adverse effect on the Group’s financial and operational performance.

Demand for mobile data and ability to deliver

mobile services

ice group depends on demand for mobile data services and the ability to service its customers satisfactorily in order to achievesufficient ARPU and limited churn

AINMT’s ability to retain its personnel and attract

new talent

ice group’s success is largely dependent on its ability to retain its best performing employees and recruit new top talent. Competition is intense for qualified telecommunications and information technology personnel. To a large extent, the Group’s ability to recruit and retain skilled personnel for growth business areas and new technologies will depend on its ability to offer them competitive remuneration packages. The Norwegian operation will need to attract additional employees due to the introduction of smartphone services on the new frequencies. The ability to attract new employees might be hampered as the telecom sector is relatively concentrated which could limit the mobility and availability of human resources, If the Group fails to retain or recruit competent employees, its ability to develop its business going forward will be limited.

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Risks related to the Group’s operations

The licenses may have limited value upon a

bankruptcy

If any of the license owning companies in the Group enters into bankruptcy, the licenses will be part of the bankruptcy estate. Should however the bankruptcy lead to a breach of the license requirements or the license fee not being paid, there is a risk that the licenses may be revoked by the authorities. In normal circumstances the bankruptcy estate will thus be allowed to find a buyer for the license(s) and assign them to the buyer, but in order to assign licenses in Norway and Sweden the authorities must consent to the assignments. In Denmark there is only a notification requirement to the authorities both prior to the assignment and then again after the assignment has taken place. For the licenses in Norway and Sweden there is a risk that the authorities do not consent to the assignment and for all licenses there is a risk that there is no existing market for the license(s) when the bankruptcy estate offers the license(s) for sale. If licenses for one of more reasons prove impossible to assign, there is a risk that the license(s) will be revoked by the authorities without any compensation to the license holder.

Reporting differences

The reporting of ice group’s financial statements, including income statements and balance sheets, presented to the investors and in this Information Presentation, have historically been prepared and reported in accordance with the requirements under SwedishGAAP. ice group has with effect from the financial year 2013 and onwards, prepared its financial statements in accordance with IFRS.

New licenses auctioned by the authorities

The authorities in Norway, Sweden and Denmark may hold auctions for new licenses in the future which may lead to new licensesbeing assigned to current or new competitors of the Group. Such assignment may lead to increased competition in the telecommunications market and may have a negative effect on the prices the Group is able to obtain from its customers. Assignment of new licenses may also decrease the demand for the Group's services. Increased competition through assignment of new licenses may therefore have a material adverse effect on the Group’s financial and operational performance.

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Page 56: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

The Group’s financial risks

Foreign exchange risk

Exchange rate fluctuations affect ice group’s financial results through translation of the profit and loss accounts and balance sheets of foreign subsidiaries to Norwegian kroner (translation exposure).

Additional currency risks arise when subsidiaries enter into transactions that are denominated in currencies other than theirfunctional currency, including agreements with equipment suppliers. The currency transaction risk is associated with changes in the value of USD relative to SEK, NOK and DKK. ice group does not hedge its foreign exchange rate exposure.

Refinancing and liquidity risks

Refinancing risk refers to the risk that the Group will be unable to obtain financing, or that it can be obtained only at a significantly higher cost. ice group has a relatively high level of debt. As a result of this high leverage, ice group uses a large share of its cash flow for payment of liabilities, which means that ice group’s financial flexibility is limited.

Interest rate risks ice group is exposed to interest rate risks in interest bearing current and non-current liabilities (including the Bond Issue). As the Bonds carry variable interest rates, the relatively high level of debt results in exposure to interest rate risk.

Credit risks Credit risk refers to the risk that a counterparty to ice group will be unable to meet its obligations and thereby causes a loss to the other party, mainly attributable to trade accounts receivables. Due to the end customer structure, ice group deem this risk as fairly low.

Valuation risks The Group has a number of assets and liabilities that have been valued with the help of JZ Capital Partners AB as third partyexperts. These includes deferred tax assets and revaluation of network and licenses on the asset side and deferred tax liabilities on the liability side.

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Page 57: Investor Presentation - Icegroup · Investor Presentation Senior Secured Bond 26 September 2017. ... investment or tax advice. Each recipient should consult its own legal , business,

Regulatory risk

Assignment of the licenses requires

governmental approval

If necessary, the Group might divest licenses to raise additional funds and assign the licenses to the buyer. In order to assignlicenses in Norway and Sweden the authorities must consent to the assignments. In Denmark there is only a notification requirement to the authorities both prior to the assignment and then again after the assignment has taken place. For the licenses in Norway and Sweden there is a risk that the authorities do not consent to the assignment. This implies that the Group may havelimited ability to improve its financial condition through sale of assets.

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Risks related to the Bond

Put option - The Issuer’s ability to redeem the

Bonds with cash may be limited

Upon the occurrence of a Put Option Event (as defined in the Bond Agreement), each individual bondholder shall have a right of pre-payment of the Bonds at a price of 101% of par value plus all accrued and unpaid interest to the date of redemption. However, it is possible that the Issuer will not have sufficient funds at the time of the Put Option Event to make the required redemption of Bonds. The Issuer’s failure to redeem tendered Bonds would constitute an event of default under the Bond Agreement.

There will only be a limited trading market for the Bonds and the market may have limited liquidity

There is no existing market for the Bonds, and although the intention is to apply for a listing of the Bonds on the Oslo Stock Exchange, there can be no assurance given regarding the future development of a trading market for the Bonds. It may be difficult or even impossible to trade and sell the Bonds in the secondary market due to a limited market for the Bonds as well as the market for the Bonds may also have limited liquidity. As the Bonds are not rated this may also have a negative effect on the market for the Bonds as they may be considered an unsecure investment.

The market price of the Bonds may be volatile

The market price of the Bonds could be subject to significant fluctuations in response to actual or anticipated variations in the Issuer’s operating results and those of its competitors, adverse business developments, changes to the regulatory environment inwhich the Issuer or the Group operates, changes in financial estimates by securities analysts and the actual or expected sale of a large number of Bonds, as well as other factors. In addition, in recent years the global financial markets have experienced significant price and volume fluctuations which could adversely affect the market price of the Bonds without regard to the Issuer’s operating results, financial condition or prospects.

The Bondholders may be subject to restrictions on

transfers of the Bonds

The Bonds are freely transferable and may be pledged, however so that Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each Bondholder must ensurecompliance with local laws and regulations applicable at its own cost and expense. Notwithstanding the above, a bondholder who has purchased the Bonds in contradiction to applicable mandatory restrictions may nevertheless utilize its voting rights under the Bond Agreement.

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Risks related to the Bond

The Issuer may not be able to service the Bond

Issue

The Issuer is dependent upon the ability of its subsidiaries to generate sufficient profits and any failure to do so might have a material adverse effect on the Issuer's ability to service the Bond Issue.

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Executive summary

ice group Scandinavia Risk factors AppendixKPIs &

financials

5

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ice group Scandinavia Holdings AS – Financials (1/3)Consolidated P&L Segment information by geographical area

NOK thousands Second quarter Half year

2017 2016 2017 2016

Service revenue 298 896 194 257 578 948 374 844

Other operating revenue 15 889 31 324 36 802 41 269

Total operating revenue 314 785 225 582 615 750 416 113

Operating expenses -251 472 -141 921 -458 900 -214 837

Other expenses -156 315 -140 738 -306 907 -242 284

Employee benefit expenses -39 307 -34 291 -94 125 -72 399

Depreciation & amortization -75 841 -56 627 -147 971 -116 198

Total operating expenses -522 935 -373 576 -1 007 903 -645 717

Operating results -208 150 -147 994 -392 153 -229 604

Financial items -161 809 -10 135 -216 077 -24 954

Share of net profit from joint ventures -95 - -71 -

Results before tax -370 054 -158 130 -608 301 -254 559

Income taxes -544 233 -3 803 192

Net results for the period -370 598 -157 897 -612 104 -254 367

NOK thousands

Jan - Jun 2017 Service revenue Total revenue EBITDA Investments Non-current assets EoP

Norway 492 779 515 801 -225 245 354 250 1 853 835

Sweden 77 000 89 103 14 489 59 494 333 953

Denmark 9 170 10 846 -1971 -402 35 414

Other - - 0 - -

Total 578 949 615 750 -212 727 413 342 2 223 202

Jan - Jun 2016 Service revenue Total revenue EBITDA Investments Non-current assets EoP

Norway 280 140 308 507 -115231 213 628 1 578 946

Sweden 84 377 95 761 29755 15 255 392 621

Denmark 10 327 11 845 -1 176 6 181 43 390

Other - - -672 - -

Total 374 844 416 113 -87 324 235 064 2 014 957

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ice group Scandinavia Holdings AS – Financials (2/3)Consolidated balance sheet

NOK thousands 30 Jun 2017 30 Jun 2016 31 Dec 2016

EQUITY AND LIABILITIES

TOTAL EQUITY 1 019 702 528 321 596 094

Deferred tax liabilities 1 - -

Borrowings 1 663 519 1 511 967 1 668 846

Total non-current liabilities 1 663 519 1 511 967 1 668 846

Trade payables 175 234 231 210 212 835

Other current liabilities 17 274 12 882 12 922

Accrued expenses and deferred income 283 403 322 169 367 653

Total current liabilities 475 912 566 260 593 410

TOTAL LIABILITIES 2 139 430 2 078 227 2 262 256

TOTAL EQUITY AND LIABILITIES 3 160 411 2 606 549 2 858 350

NOK thousands 30 Jun 2017 30 Jun 2016 31 Dec 2016

ASSETS

Intangible assets 912 802 835 792 914 428

Tangible assets 1 310 400 1 179 165 1 292 292

Financial assets 14 922 12 344 17 914

Deferred tax-assets - 1 926 2 533

Total non-current assets 2 238 124 2 029 227 2 227 170

Inventory 44 537 61 276 38 310

Trade receivables 59 708 62 896 88 303

Other receivables 29 104 91 206 62 753

Prepaid expenses and accrued income 180 346 74 468 79 739

Cash and cash equivalents 608 592 287 476 362 075

Total current assets 922 287 577 322 631 180

TOTAL ASSETS 3 160 411 2 606 549 2 858 350

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ice group Scandinavia Holdings AS – Financials (3/3)Consolidated cash flow statement

NOK thousands Second quarter Half year

2017 2016 2017 2016

Cash flow from operating activities -92 354 -13 416 -205 741 -38 905

Cash flow from investing activities -176 454 -126 870 -410 143 -233 460

Cash flow from financing activities 300 514 -1 203 860 980 -77 267

Net increase/ decrease in cash and cash equivalents 31 706 -141 489 245 096 -349 632

Cash and cash equivalents, opening balance 575 565 428 878 360 075 642 645

Exchange rate differences in cash and cash equivalents 1 321 87 1 421 -5 537

Cash and cash equivalents, closing balance 608 592 287 476 606 592 287 476

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Key management of ice group

Johan Michelsen has worked with the telecom sector at various investment banks since 1999. From 2001 to 2005 he was rated as the best telecom equity analyst in Norway before moving on to found a merger and acquisition advisor named Medici Corporate. Medici completed EUR 3bn in deals, a large share of these within the telecom sector. Medici was acquired in 2009 by Pareto Securities where he was a partner until December 2012 and then joined ice group in January 2013. He is a Norwegian citizen.

He has a masters degree from the BI Norwegian Business School and started his career at the Boston Consulting Group in Stockholm.

Johan is a director of AINMT AS, ice group Scandinavia Holdings AS, Ice Communication Norge AS and Ice Norge AS

JD Fouchard is the CEO of ice group, a position he assumed in June 2011. He was previously a member of Access Industries’ Media and Communications team. He played a leading role in the acquisition of the ice group group by Access Industries and has been a board member/director since the acquisition in 2009. Mr. Fouchard joined Access Industries in June 2007 from UBS’s Telecom Investment Banking Group where he worked on numerous transactions involving Vodafone. Prior to UBS, Mr. Fouchard was with Morgan Stanley Capital Partners where he was an analyst within the European Leverage Buyout Group, a USD 3.3 billion fund.

He is a dual Haitian/Swiss national fluent in French, English, Spanish, German and Creole. He is a graduate of ESCP-EAP European School of Management and Albert Ludwigs University in Freiburg Germany.

Mr. Fouchard is a director of ice group Holdings AB, ice group Scandinavia Holdings AS, Ice Communication Norge AS, Ice Norge AS, Netett Sverige AB, Ice Danmark ApS and ice group Holdings AB.

Murat Erden is the Chief Financial Officer of ice group, a role he assumed in May 2017. Mr Erden has extensive experience from the international telecommunication and financial services industries. He was previously the Group CFO of NYSE-listed Turkcell. In addition to his role as Group CFO, Mr Erden held number of senior positions during his 15 years in Turkcell, both as non-executive board member at international joint ventures and Group companies, and as Group Director of Treasury, Risk Management and Procurement. He also founded and sponsored the Consumer Finance Company for Turkcell. He has also managed his consultancy firm in London, UK.

Mr Erden is a London Business School Alumni and holds an MBA from San Diego State University, USA.

JD FouchardCEO

Johan MichelsenDeputy CEO

Murat ErdenCFO

Previously MD Canal+ and 7 years with Tele2 (including Marketing Director) Key achievements: Tele2 - Turning dialup Internet into the most profitable product in the portfolio, successful launch of ADSL and VOIP in Holland, turned tele2.no into the biggest sales channel in Norway, turned Tele2 into the only brand increasing “customer loyalty” and creating all time high results with the marketing in terms of “best liked” and “best remembered”. Canal+ (Cmore Entertainment) - Developed a new sales and marketing strategy for CANAL+ (C More Entertainment) including; increased distribution footprint by signing agreements with the biggest fiber operators, decreased independency of the traditional content providers by controlling bigger parts of the value chain and introduced a new marketing concept to support the new strategy. Ice.net- Responsible for turnaround of old Ice – switching from voice to data, upgrading network to 4G, increasing subscriber base with 340%, becoming the second biggest mobile broadband player in Norway and turning the company from lossmaking to a company delivering 40% ebitda. Responsible for turning the new Ice into a full blown network operator and becoming the fastest growing operator. Eivind has a Master of Science in Marketing from BI (prev NMH)

Jean-Marc Engels is the Chief Technology & Information Officer of ice group. He has been with the company since 2013. Mr Engels has more than 25 years’ experience in the international telecommunication industry, and has worked with start-ups as well as with larger equipment vendors and operators. He is specialized in telecom networks in general - strategy, sourcing, modernizing, building, operating and selling.Prior to ice group, Mr Engels worked as executive interim manager, focusing on international expansions, for start-ups such as ISCO Intl. and Accanto Systems. Before 2011, Mr Engels held several executive positions within Ericsson in Belgium, Japan, China and other countries.

Eivind HelgakerMD Norway

Jean-Marc EngelsCTIO

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Key operational management team NorwayShiraz Abid, Sales Director Norway/ice.net – since 2010• Responsible for sales/distribution channels to all customer and product segments. 12 years’ experience in the Norwegian telecommunications market from commercial positions with

focus on sales, product and CRM• Implemented sales and distribution strategies, resulting in continuous sales and revenue increase. E.g. 267% increase in total sales in 1 year in 2016. Market leading conversion rates in

owned channels and record high uptake in partner channels in a very short time• Combines entrepreneurial drive with business-management skills to drive commercial gains. Skilled in broad sales/distribution channel mechanisms, stretching from high-volume B2C to

Enterprise B2B.• Recognized as one of Norway’s leading young managers (Ledertalenter 2012). Hands on sales lead with focus on developing competence and performance driven behavior and culture• Bachelor in IT-management and Master Of Science degree in Business from Norwegian School of Management.

Kyrre Bekkelund, Marketing Director Norway/ice.net– since 2009• Responsible for all Brand, Marketing and CRM efforts, BI as well as Online Sales & Marketing. Kyrre is driving the company’s strategic business development projects as well as being

responsible for Administration with processes related to business culture, recruitment and office premises. • Broad sales and marketing experience from Carlsberg, Ringnes, Tele2 and ice.net.• Holds a Master of Science degree in Financial Economics from Norwegian School of Management BI as well as a Cand. Mag degree from the University of Oslo.• Has continuously been building ice.net to become one of Norway’s most renowned brands accompanied by steady overperformance on sales with high marketing spend efficiency

Martin Westersø, Finance Director Norway/ice.net - since 2012• Responsible for all financial processes in the Norwegian operations, including outsourced processes. • Previous experience includes 6 years of audit and consulting with KPMG, 4 years as Finance Manager for the Nordics and Baltics operations of Diageo, 3 years as Head of Finance for a

private owned company and the past 5 years as Finance Director in ice.net• Master in Business and administration (Siviløkonom) from Handelshøyskolen BI. • Highly commercial orientation, focusing being a business partner to the organisation, with deep understanding of the commercial and technical mechanisms in the business• Broad experience, including financial management in international organisations, project budgeting and reporting, system implementation (SAP and Oracle) and change processes incl.

outsourcing.

Jan-Erik Hvidsten, Technology Director• Jan-Erik Hvidsten is responsible for the Technology department (Network, IT, PMO, Procurement) for Ice Norge AS. He has 20+ years of experience from the telecom industry. His

earlier experiences are from Ventelo as CTO/COO, 1881.no as the CTO and CM for Motorola/Nødnett. Jan-Erik has a bachelor degree in telecommunication from the Norwegian Army.

Hans Heggenhaugen, Product Director • Responsible for all products and services in ice.net. Hans has 7 years of experience from NetCom, including Head of Commercial Management B2B and several years of product

management in Checkpoint Systems. He holds a Master in Business, Computing and Information Systems from Griffith University, Australia and a Bachelor in Finance and Management from Trondheim Business School, TØH

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Highly competent Board of Directors and blue chip investor baseBoard of Directors, ice group Holdings AB Board of Directors, ice group Scandinavia Holdings AS

Chairman - Stan MillerPrevious BoD of Royal KPN and CEO of KPN Mobile International

Board member - Hans-Holger AlbrechtCEO of Deezer and previous CEO of Millicom International

Board member - Ingvild MyhrePrevious CEO of Telenor Mobil and Alcatel Norway

Board member - Phil HewinsonFacebook’s head of third party mobile app monetization in EMEA

Board member - Thomas HardingPartner in Access Media and heading European legal function

Board member - Trygve LaudalPortfolio Manager at Rasmussengruppen

Board member - Jan SchermanStrategic advisor to Schibsted, Industrial advisor to EQT, previously VP of Bonnier Broadcasting and CEO of TV4 Group

Chairman – JD FouchardCEO at ice group Holdings AB and Board member in Access Industries

Board member – Johan MichelsenCFO at ice group Holdings AB

Selected shareholders

• Privately-held industrial group with long-term holdings worldwide

• USD ~10bn in cash

• Investment in ice group: SEK ~1,900m

• Renowned Norwegian Family office with investments in shipping, real estate and listed securities

• NOK ~5bn in cash

• Investment in ice group: NOK ~850m (NOK ~500m in equity and NOK ~350m in sub loans)

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Retailers recommending ice.net at high price.net points

• Inside Telecom conducted a survey of telecom retailers to determine which phone plan they recommended based on a pre-selected user profile

• The Inside Telecom employee conducting the survey was impersonating a low-data user when asking for which plans the retailer would recommend

• ice.net was recommended 7 out of 9 times, mostly due to them being a cheaper alternative

• Even though the user explained that he was a low-data user, the salesmen continued to push for higher price.net points, showing the high ARPU potential through retail distribution

• Even though ice.net is able to secure customers on low price.net points, there is a significant ARPU uplift potential from these customers from pushing them towards higher price.net points or selling them additional data

Sellers recommendation Retail store recommendation1

Expert City ice.net 2GB (NOK 199)

Expert Klingenberg 5-6GB, independent of operator(ice.net represents the cheapest alternative)

Expert Colosseum 6GB, independent of operator

Lefdal Storo ice.net 5GB (NOK 299)

Lefdal Alna ice.net 2-5GB (NOK 199-299)

Elkjøp Carl Berner ice.net/Telia 3-5GB (NOK 278-399,-)

Elkjøp Skøyen ice.net 2GB (NOK 199)

Elkjøp Phonehouse Storo Telia Smart Basis 3GB (NOK 299)

Elkjøp Ullevål ice.net 1GB (NOK 99)

ice.net recommended by 7 out of 9 retailers (77.8%)

Source: Inside Telecom(1) The survey was conducted by Inside Telecom, published on 16 November 2016

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Brand consideration–on par with the big players within record time

Percentage who would consider to switch to the brand, amongst non-customersBase: Not a customer of the brand, but has brand awareness

Good development on how many who would consider to switch to ice.net

Source: Penetrace Brand Tracker through Norstat. 2 weeks rolling avg. Sample varies with customer base, week 7; min 86, max 418(1) Panel switched from NEPA to Norstat in August 2016. Data collected before and after Aug 16 not fully comparable

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

20%

22%

nov-15 jan-16 apr-17jul-16 may.17feb-16 mar-16 feb-17okt-16 nov-16sep-16mai-16apr-16 aug-16jun-15 jul-17jun-17jun-16 des-16 mar-17aug-15 okt-15jul-15 sep-15 des-15 jan-17

Chess Ice.netTelia Talkmore Hello One CallTelenor

• Strong relative position on the likeliness to switch to ice.net. However, a little drop after Roam like home price increases

• On part with Telia

• Only Telenor and OneCall scoring higher than ice.net

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The introduction of data rollover

Launched towards existing

customers

Positively picked up by

press

Email / SMS Social media 10 sec TV spotThe response was fantastic!

In only 3 days, Data Rollover launch campaign was seen by 60% of the population in Norway above 12y: 2.5m

42% saw the campaign 3 times or more: ~1.7m

In addition, a total of 510,000 Norwegians saw the online promotion video

Rapidly spread via Facebook reaching 76,000 persons organically, and 305,000 through paid Facebook reach

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Added rollover on MBB and B2B in phase 2• When competition reacted, we countered by introducing rollover to MBB and B2B• Important for credibility and momentum in our messaging about “first in Norway” and “for all customers automatically”, also

differentiating ourselves from the rest of the market

Added rollover on MBB February 8th Added rollover on B2B voice and MBB February 23rd

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Market overview – strong portfolio

500 MB 1 GB 2 GB 3 GB 4 GB 5 GB 6 GB 8 GB 10 GB 12 GB 15 GB Per MB extra

99,- 129,- 249,- 349,- 449,- 0,-

249,- 299,- 399,- 499,- 0,-

229,- 249,- 299,- 399,- 499,- 0,99,-

229,- 249,- 299,- 399,- 499,- 0,99,-

229,- 249,- 299,- 399,- 499,- 0,-

99,- 129,- 249,- 349,- 449,- 0,99,-

249,- 299,- 349,- 399,- 449,- 499,- 5.0,-

249,- 299,- 399,- 49.0,-

As of August 2017

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License overview – Below 2.1GHz spectrum1

Netett Sverige AB Frequency band Spectrum details Valid until

2 x 5 MHz 450 MHz 452.5 – 457.5 MHz462.6 – 467.5 MHz

04/03/202004/03/2020

Ice Norge AS Frequency band Spectrum details Valid until

2 x 1.8 MHz 410 MHz 410.8 – 412.6 MHz420.8 – 422.6 MHz

31/12/201931/12/2019

2 x 5 MHz 450 MHz 452.5 – 457.5 MHz462.5 – 467.5 MHz

31/12/201931/12/2019

Ice Communication Norge AS Frequency band Spectrum details Valid until

2 x 10 MHz 800 MHz 791.0 – 801.0 MHz832.0 – 842.0 MHz

31/12/203331/12/2033

2 x 5 MHz 900 MHz 880.0 – 885.1 MHz925.0 – 930.1 MHz

31/12/203331/12/2033

2 x 20 MHz 1800 MHZ 1765.0 – 1785.0 MHz1860.0 – 1880.0 MHz

31/12/203331/12/2033

Ice Danmark ApS Frequency band Spectrum details Valid until

2 x 4.5 MHz 450 MHz 453.0 – 457.5 MHz463.0 – 467.5 MHz

23/01/202223/01/2022

(1) Ice also controls 2x5 MHz in the 2100 MHz band in Norway72

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Secured Creditors Asset Sale Agreement (SCASA)Introduction • On 19 February 2009, a secured creditor’s asset sale agreement (the ”SCASA“) was entered into between ice gorup Holdings AB (previously AINMT Holdings AB), ICE Norge

AS and ABN AMRO Bank N.V. (the “Agent”). The Agent acted as security agent for the lenders (the “Lenders”) under a facilities agreement with Nordisk Mobiltelefon Norway AS (“NMT”). The main Lender is Sinosure, the China Export & Credit Insurance Corporation.

• The SCASA was entered into in order to obtain consent from the Lenders to a “pre-packaged” sale of assets to ICE Norge AS from the bankruptcy estate of NMT as the main assets were pledged in favour of the Lenders.

Profit sharing • The main purpose of the SCASA is to enable the Lenders to profit from future revenue made by ICE Norge AS during the profit sharing period, thus enabling them to recover

some of their losses through profit sharing mechanisms. • The profit sharing mechanism entitles the Lenders to:

• a 25% or 30% share of dividends and any other distributions to ice group Holdings AB (the percentage depends on the EBITDA of ICE Norge AS); • 30% of free cash in ICE Norge AS - to be measured annually provided that the EBITDA is above EUR 39 million; and • 50% of any proceeds above a certain threshold (set out in the SCASA) upon a change of control or a sale of all or substantially all of the assets of ICE Norge AS.

• The aggregate amount payable to the Lenders under the SCASA is limited to EUR 24.1 million (the “Senior Recoverable Amount”)

Term and consequences for the Bond Issue • Pursuant to the SCASA, the shares in ICE Norge AS are pledged to the Agent on behalf of the Lenders• The SCASA and thereby the profit sharing period is effective until the earlier of (i) 19 February 2019 and (ii) the date when the Senior Recoverable Amount has been recovered

by the Lenders • As a consequence of the profit sharing mechanism in the SCASA, the Issuer does not plan to use proceeds from ICE Norge AS to service its debt

The relative importance of Ice Norge AS for the issuer has been reduced significantly since the previous bond issue in February 2014

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