Tele2 Ab Class A · OMXSTO:TEL2_A

Tele2 Ab Class A — Merger or Acquisition (June 2016)

14 slides from Tele2 Ab Class A's merger presentation, Jun 21, 2016

1. Slide 1: Sweden B2B Gets Stronger

   SWEDEN B2B GET'S STRONGER June 215, 2016 . Tele2 AB TELE?

2. Slide 2: Forward-looking statements

   Forward-looking statements This presentation contains certain forward-looking statements that reflect the Company’s current views or expectations with respect to future events and financial and operational performance. The words “intend”, “estimate”, “expect”, “may”, “plan”, “anticipate” or similar

3. Slide 3: Tele2's Way2Win

   Tele2’s Way2Win Vision We will be champions of customer value in everything we do Mission We are challengers, fast-movers and will always offer our customers what they need for less How we win Winning People & Culture Focused Technology Choices Responsible Challenger Value Step-Change Champion Produ

4. Slide 4: Acquisition price of SEK 2.9 billion

    Acquisition price of SEK 2.9 billion  EV / 2015 EBITDA multiple 7.2x before synergies  EV / 2015 EBITDA multiple ~4.3x after synergies (pro forma)  Funds and existing credit facilities available to finance the transaction  Fully guaranteed rights issue planned for H2 2016 to maintain financial

5. Slide 5: Key highlights

   Key highlights Selected customers  Strong position with significant potential for future growth  Successful go-to-market approach  Attractive customer base including public sector and many Swedish blue chip customers  State-of-the art network providing nation-wide coverage  Track record of prof

6. Slide 6: Strategic Rationale

   Strategic Rationale Highly complementary business Combination accelerates Tele2’s B2B strategy Unlocks significant synergies Value accretive and fully funded TELE2 o

7. Slide 7: Strengthened B2B position

   Price leadership, flexible Strong B2B position with Connectivity and customer champion increasing LE footprint Voice focus A leader in integrated Well established in Strength in growth areas, B2B solutions Enterprise & Public Sector CaaS, PBX, Security Broader and more Overall strengthened Enhanced

8. Slide 8: Synergies and integration costs

    MVNO migration Opex/Capex  Consolidation of network and migration of IT systems  ~SEK 300m run-rate  Reduction of SG&A costs  Starting yr 1  Fully achieved in yr 4 Capex  Optimized infrastructure investments  ~SEK 200m one-off  Consolidate IT systems and retire legacy  Majority during fir

9. Slide 9: Fully guaranteed rights issue

    Significant synergies  Operating cash flow accretive from year 2  EPS and EFCF per share accretive from year 1 (ex. integration costs)  Funds and existing credit facilities available to finance the acquisition  Plan to raise approximately SEK 3bn in a fully guaranteed rights issue  Rights iss

10. Slide 10: Conclusions

    Conclusions Unique opportunity to strengthen Tele2 Sweden Strong strategic rationale through =" Highly complementary business =" Combination accelerates Tele2’s B2B strategy " Unlocking significant synergies Fully funded with majority shareholder support Closing expected in Q4 2016 TELE2 10

11. Slide 11: Q&A

    Q&A

12. Slide 12: The Beginning

    THE BEGINNING

13. Slide 13: Appendix

    APPENDIX

14. Slide 14: Tele2 Sweden, TDC and Combined

    Tele2 Sweden 12 641 12 631 TDC 3 046 3 401 Combined 15 687 16 032 Tele2 Sweden 3 612 3 844 TDC 384 402 Combined 3 996 4 246 Tele2 Sweden 622 784 TDC 254 276 Combined 876 1 060 14

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