Bane NOR Eiendom AS Company Presentation Norway's leading hub - - PowerPoint PPT Presentation

Bane NOR Eiendom AS – Company Presentation

Norway's leading hub developer

This presentation and its appendices (collectively the "Presentation") has been produced by Bane NOR Eiendom AS (the "Company") with assistance from Danske Bank, Norwegian Branch and and Nordea Bank AB (publ), filial i Norge (together the "Managers") in connection with the offering of bonds by the Company (the "Offering"). This Presentation is strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person. This Presentation has not been reviewed by or registered with any public authority

• r stock exchange and does not constitute a prospectus. To the best of the knowledge of the Company and its board of directors, the information contained in this Presentation is in all material respects in

accordance with the facts as of the date hereof, and contains no omissions likely to affect its import. This Presentation contains information obtained from third parties. As far as the Company is aware and able to ascertain from the information published by that third party, such information has been accurately reproduced and no facts have been omitted that would render the reproduced information to be inaccurate or misleading. Only the Company and the Managers are entitled to provide information in respect of matters described in this Presentation. Information obtained from other sources is not relevant to the content of this Presentation and should not be relied upon. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such

• jurisdiction. Persons in possession of this Presentation are required to inform themselves about and to observe any such restrictions.

This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company, the Managers or any of their parent or subsidiary undertakings or any such person's officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company or the Managers assume no obligation, except as required by law, to update this Presentation, including any forward-looking statements or to conform any forward-looking statements to our actual results. In making an investment decision, potential investors must rely on their own examination, and analysis of, and enquire into the Company and the terms, including the merits and risks involved. AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, AMONG OTHERS, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE COMPANY'S BUSINESS, SEGMENTS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND INTEREST RATES AND OTHER FACTORS. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION. THE COMPANY OR THE MANAGERS DO NOT INTEND TO OR ASSUME ANY OBLIGATION TO UPDATE OR CORRECT THE INFORMATION INCLUDED IN THIS PRESENTATION.

Important information (1/2)

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The Managers have not engaged any external advisors to carry out any due diligence investigations and have not taken any steps to verify any of the information contained herein other than a due diligence call with representatives of the Company. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and

• pinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company or the Managers or any of their

parent or subsidiary undertakings or any such person's officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this document. By attending or receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the Company, the market and the market position of the Company, the Company’s funding position, and that you will conduct your own investigations and analysis and be solely responsible for forming your own view of the future performance of the Company’s business and its current and future financial situation. Within the European Economic Area, this Presentation is being made and communicated pursuant to an exemption from the requirement to produce a prospectus under the EU Prospectus Directive and amendments thereto. This Presentation is confidential and is being communicated in the United Kingdom to persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and only in circumstances where, in accordance with section 86(1) of the Financial and Services Markets Act 2000 ("FSMA") the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply. Consequently, the Investor understands that the Offering may be offered only to "qualified investors" for the purposes of sections 86(1) and 86(7) FSMA, or to limited numbers of UK investors, or only where minima are placed on the consideration or denomination of securities that can be made available (all such persons being referred to as "relevant persons"). This presentation is only directed at qualified investors and investment professionals and other persons should not rely on or act upon this presentation or any of its contents. Any investment or investment activity to which this communication relates is only available to and will only be engaged in with investment professionals. This Presentation (or any part of it) is not to be reproduced, distributed, passed on, or the contents otherwise divulged, directly or indirectly, to any

• ther person (excluding an investment professional's advisers) without the prior written consent of the Company or the Managers.

IN RELATION TO THE UNITED STATES AND U.S. PERSONS, THIS PRESENTATION IS STRICTLY CONFIDENTIAL AND IS BEING FURNISHED SOLELY IN RELIANCE ON APPLICABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THE BONDS HAVE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE. ACCORDINGLY, ANY OFFER OR SALE OF BONDS WILL ONLY BE OFFERED OR SOLD (I) WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, ONLY TO QUALIFIED INSTITUTIONAL BUYERS ("QIBs") IN OFFERING TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING AND (II) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S. ANY PURCHASER OF BONDS IN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OF U.S. PERSONS, WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND ACKNOWLEDGEMENTS, INCLUDING WITHOUT LIMITATION THAT THE PURCHASER IS A QIB. NORDEA BANK AB (PUBL), FILIAL I NORGE IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AS A U.S. REGISTERED BROKER-DEALER AND WILL NOT OFFER OR SELL THE BONDS WITHIN THE UNITED STATES. This Presentation speaks as of 11 June 2018. There may have been changes in matters which affect the Company subsequent to the date of this Presentation. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court (Nw: Oslo tingrett) as exclusive venue.

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Speakers

Petter Eiken

EVP Bane NOR & CEO Bane NOR Eiendom AS

Torkil Sletten Sven Erik Pløen

SVP, Head of Corporate Finance, Bane NOR Head of Funding, Corporate Finance, Bane NOR

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Bane NOR Eiendom - Norway's leading hub developer

▪ Introduction ▪ The Railway Reform and Bane NOR ▪ Business strategy and segments ▪ Financial overview ▪ Appendix

Agenda

5

Bane NOR Eiendom AS

▪ Well established company with new and stronger framework conditions ▪ 100% owned subsidiary of Bane NOR SF ▪ Norway’s leading hub developer ▪ Owns, develops and manages railway stations, stops, workshops, terminals,

• perating buildings and infrastructure

properties in Norway ▪ Involved in more than 200 property development projects

Bane NOR Eiendom AS Bane NOR SF

100% 100% Bane NOR Eiendom - Norway's leading hub developer

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Bane NOR Eiendom - Norway's leading hub developer

Not just any real estate company…

Strategically important for the Norwegian state Large and diversified real estate portfolio Norway’s leading hub developer Conservative capital structure

1 2 3 4

Bane NOR Eiendom AS Properties 964 Land area 2,810 hectares Buildings 980 Built area 715,000 m2 Leases 3,000 Development potential* 2 million m2 Railway stations 330 Maintenance halls 12 Terminals 10 Market value** NOK 14,2 billion Rent income 2017 NOK 733 million EBITDA 2017 NOK 549 million

*Internal estimate based on evaluation of properties city by city (excluding development potential from properties currently owned by Bane NOR SF) **Average estimate as per 31.12.2017 provided by Newsec and C&W. Includes 100% owned real estate. excludes i) JV i.e. OSU (33%) and ii) significant upside potential of "land bank“ from regulations change

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Bane NOR Eiendom - Norway's leading hub developer

▪ Introduction ▪ The Railway Reform and Bane NOR ▪ Business strategy and segments ▪ Financials overview ▪ Appendix

Agenda

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An important position in the society

National Transport Plan outlines historically large funding of railways maintenance and investments in Norway (NOK ~320 billion from 2018-2029)

Bane NOR Eiendom - Norway's leading hub developer

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The Railway Reform – new and stronger framework conditions

▪ The Railway sector was reformed through White Paper no. 27 from 12 May 2015 ▪ Enable competition for passenger rail services ▪ The rationale for combining real estate responsibilities under Bane NOR was a need for holistic and comprehensive property development given the complexity related to railways and hubs ▪ Real estate shall constitute one of three income sources for the railways ▪ To ensure predictability, Bane NOR have entered into long-term agreements with the state (Railway Directorate)

Changes as a consequence of the Railway Reform

Jernbaneverket was phased into Bane NOR per 2017, while ROM Eiendom AS was transferred from NSB to Bane NOR during April 2017, with a full year accounting effect Bane NOR SF

Infrastructure Manager

Ministry of Transportation and Communications Railway Directorate Norwegian Railway Authority Norske Tog AS

Rolling Stock Ownership

Mantena AS

Rolling Stock Maintenance

NSB AS

Passenger Operator

Entur AS

Sales Ticketing

Bane NOR Eiendom AS

We create the railway of the future

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Bane NOR Group

▪ Bane NOR established as a group structure governed by the board of directors

▪ Based on Jernbaneverket and ROM Eiendom AS

▪ Bane NOR’s main responsibility is operating,

• wning, maintaining and building railway

infrastructure ▪ Bane NOR, through the real estate division, is responsible for the management of all railway property and also the related properties around the stations and maintenance halls ▪ Five divisions with responsibility for each of their business line

Board CEO Internal Audit Corporate Governance Safety and Quality Communications HR

Infrastructure Management Traffic Operations and Customer Services Real Estate Management Digitalization and Technology Infrastructure Construction

We create the railway of the future

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Five divisions with responsibility for each of their business line

Planning and construction of projects related to new infrastructure 450 employees Operation, maintenance and investment projects related to improvement

• f the existing

infrastructure 2,200 employees Operational traffic management,

• perational route

planning, train contractor agreements and information to travellers 850 employees Management and development of the group’s real estate 200 employees Development and delivery within digitalisation and technology for the whole company 600 employees

Digitalisation and Technology Infrastructure Construction Real Estate Infrastructure Management Traffic Operations and Customer Services

We create the railway of the future

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Commercial

• bjectives

Commercial

• bjectives and

domestic headquarter Commercial and

• ther defined
• bjectives

Regulator and political objectives Baneservice DNB NSB Bane NOR Entra Kongsberg Gruppen Posten Norge Avinor Flytoget Norsk Hydro Statkraft Norske Tog Mesta Statoil Eksportfinans Nye Veier SAS Telenor Kommunalbanken Statnett

Government ownership and strategic importance to Norwegian infrastructure

Bane NOR is defined as a category 4 company*

1 2 3 4

Importance of “government related entity”

*A category 4 company fulfils national sectorial political objectives. The Norwegian government sets guidelines for a number of conditions, including airport structure, emergency preparedness, aviation fees and duties imposed by society Source: Norwegian Government (https://www.regjeringen.no/contentassets/63686604f2af43a8947448f242463208/oversikt-over-statens-direkte-eierskap.pdf)

We create the railway of the future

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We create the railway of the future

Bane NOR Group - Value based business

Norway on rails

VISION

Europe’s safest railway More value for money

Cost-effective resource allocation Increased quality and predictability in our deliveries Efficiency through enhanced productivity and modernisation

Customers first

User-friendly services for all target groups Traffic management, infrastructure and solutions providing high punctuality and regularity Services providing high customer satisfaction

Future-oriented contributor to society

Leading developer of public transportation hubs High-quality digital solutions and processes Environmentally effective solutions Attractive employer VALUES

Open, engaged and professional

CULTURE

Security, accuracy, performance and cooperation culture

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Bane NOR Eiendom - Norway's leading hub developer

▪ Introduction ▪ The Railway Reform and Bane NOR ▪ Business strategy and segments ▪ Financial overview ▪ Appendix

Agenda

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Bane NOR Property's five strategic objectives

To develop hubs in order to support national targets for densification and increased use of public transport (railways) To provide property services that reinforce customer satisfaction and make rail travel more attractive To ensure access to the necessary property for efficient traffic management and further infrastructure development To optimize administration, operation and maintenance of all property from a life cycle perspective (value/cost/time) To add value by means of a stable cash flow from long-term ownership, plus development of assets and implementation of property

Five strategic objectives

Bane NOR Eiendom - Norway's leading hub developer

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• Dept. Stations and Property

▪ Two real estate environments were combined into one with the merging of former ROM Eiendom and the Norwegian National Rail Administration's Stations and Property to form Bane NOR Eiendom ▪ The rationale for the merger was a need for holistic and comprehensive property development given the complexity related to railways and hubs

"More value for money" "Emphasis on customers" "Forward-thinking social stakeholder"

▪ Europe's leading stakeholder in the development and administration of hubs ▪ Create densification around hubs and rail traffic growth ▪ Leading expertise in property and a knowledge of how property adds value to railways ▪ Staff who are committed to and proud of their involvement in the community ▪ Reinforce the attractiveness of rail travel and create traffic growth ▪ High customer satisfaction levels and a good reputation ▪ Attractive partner in the market and for Bane NOR ▪ Collective culture that promotes positive interaction ▪ Returns and development

• f assets in respect of

real estate ▪ Create more value than the market can supply ▪ Cost-effective safeguarding

• f property assets

▪ Structured processes that promote continuous improvement

One collective real estate business contributes to Bane NOR’s strategic targets

Bane NOR Eiendom - Norway's leading hub developer

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Bane NOR’s property portfolio opens many opportunities

• Portfolio of 2 mill m2 in all major cities and new railway infrastructure

Drammen Stavanger Oslo S.

Sundvollen, Filipstad…

Bane NOR Eiendom - Norway's leading hub developer

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Ski

Oslo S. Utvikling (OSU) – «Barcode»

19 Bane NOR Eiendom - Norway's leading hub developer

Norway’s leading hub developer

Stations Bus Tram Taxi Boat P P P P

Hub development

▪ Bane NOR has a large real estate portfolio in central locations next to transportations hubs in several Norwegian cities with significant value potential and opportunities over time, such as continuous development of Oslo S, Fillipstad Brygge and Lodalen ▪ Bane NOR has a unique position as the leading player in major public property developments due to:

• Long-term regulatory work
• Complex processes involving many stakeholders

Residential Offices Hotels Commercial P P Tram Boat Station Bus Taxi 20

Key player amongst important stakeholders

Bane NOR Public Roads Admin. Munici- palities Counties

Ruter# Ministry Cultural Heritage Management Office Real estate developers Agency for Planning and Building Services Norwegian Railway Directorate

Harbour Authority

Plans for Moss “Barcode”

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Bane NOR Eiendom - Norway's leading hub developer

▪ Introduction ▪ The Railway Reform and Bane NOR ▪ Business strategy and segments ▪ Financial overview ▪ Appendix

Agenda

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Financing platform and strategy

▪ Following the Railway Reform, the former internal debt facility to NSB AS was refinanced in January 2017 ▪ Articles of association prohibits borrowing at SF level ▪ Bane NOR Eiendom entered into a loan agreement with five commercial banks on long-term debt facilities NOK 6,5 bn; NOK 5 bn term loan and NOK 1,5 bn RCF, which forms the current debt financing platform.

▪ Currently available undrawn RCF is NOK 1,0 bn.

▪ Existing financing contains change of control clause to Norwegian state and is conducted on negative pledge basis with certain carve-outs for JV projects, similar structure is expected to be retained for future financing ▪ Bane NOR Eiendom envisages to mainly carry out refinancing of drawn debt in the bond market and expect to retain its low loan to value and conservative financial profile going forward ▪ Bane NOR Eiendom AS currently report under simplified IFRS, i.e. any bond issues under current reporting standard will be listed on Nordic ABM ▪ Capital injection into new joint development projects mainly comprise land from Bane NOR’s existing large portfolio of land

39%

Loan to value

NOK

911

million

Operating income

NOK

549

million

EBITDA

Key figures 2017

Bane NOR Eiendom - Norway's leading hub developer

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Diversified revenue base of NOK 733m (2017)

74% 6% 12% Øst Sør Nord Vest 8% 40% Housing 20% Projects Industry 8% 11% Station Maintenance and storage 20% Garage/Parking Office/Business

Property categories by rent (outer chart) and market value (inner chart) Property geographies** by rent (outer chart) and market value (inner chart)

..And market values of NOK 14.2bn*

Largest tenants (2018E)

5% 33% 9% 17% 33% 9% 9% 78% 4%

Lease related to railway (2018E)

*Provided by Newsec and C&W per December 2017. includes 100% owned real estate. excludes i) JV i.e. OSU (33%) and ii) significant part of "land bank“ **Figure include 100% owned real estate, JV’s are used to a larger extent in other regions than east

• f which 18% is related to

Oslo Central Station 18% 27% 73% of lease income is related to railway 73%

Bane NOR Eiendom - Norway's leading hub developer

24% Other 14% 14% 17% 25% Railway stations

(retail part)

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Upside potential both from expansive railway sector and portfolio clean-up

▪ Bane NOR Eiendom AS generates income both through rental, development and divestment ▪ Development comprise housing, office, hotel, retail real estate and railway service facilities on their own or in partnership, currently ~200 active property development projects ▪ Both existing rental real estate and development projects are strongly linked to railway infrastructure. Bane NOR Eiendom AS is, “on order” from the Ministry of Transport and Communications, investing NOK ~1 billion in developing workshops which will further strengthen this link ▪ There group has a large land portfolio which provide future development opportunities ▪ Most developed commercial real estate are natural divestment candidates at the right market conditions Development and divestment strategy Clean-up of portfolio ▪ Sale of closed railway stations Non operative stations, stations along discontinued railways and protected building which require substantial maintenance and are financed by other activities ▪ Sale of lease land Total portfolio of 1,200 land lease contracts, non strategic land will be reviewed and considered sold ▪ Sale of closed operational properties Sale of properties without link to railways or development potential ▪ Leasing of closed railway stations and operational properties Bare-house rental to municipalities, organizations and

• thers

1 2 3 4

Bane NOR Eiendom - Norway's leading hub developer

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Income Statement

NOKm (Consolidated figures Bane NOR Eiendom AS) 2017 2016 Operating income 910,992 938,520 Salary and other personnel expenses (58,557) (149,849) Activated project hours 4,835 11,059 Depreciations and write-downs (203,528) (188,385) Other operating expenses (378,468) (263,752) Sum operating expenses (635,718) (590,927) Income from joint ventures 70,593 99,309 Operating profit 345,867 446,902 Net financial items (155,625) (136,014) Ordinary result before taxes 190,242 310,888 Taxes (32,460) (25,390) Net income 157,782 285,498 Annual estimate deviations pensions over extended earnings (8,325) Deferred tax on estimated deviation pensions extended profit 2,161 Extended result (6,164) Net profit for the year 157,782 279,335 ▪ Jernbaneverket was phased into Bane NOR per 2017, while ROM Eiendom AS was transferred from NSB to Bane NOR during April 2017, with a full year accounting effect for 2017 ▪ 2016 accounts reflect former ROM Eiendom AS, however is substantially a name change ▪ Drop in revenue in 2017 compared with 2016 is driven by a reduction in sale of assets, total of NOK 204 million in 2016 compared with a NOK 87 million in 2017 ▪ Former Mantena AS workshops was transferred to Bane NOR Eiendom AS and account for an increase in income of approximately NOK 60 million and an increase

• perating expenses and depreciation of NOK 47 million

Operating income breakdown 2017 2016 Rental revenues 771,491 692,571 Other operating income 57,260 182,287 Sale of properties and other 82,241 63,662 Sum Operating income 910,992 938,520 EBITDA breakdown 2017 2016 Sum EBITDA 549,395 635,287 Sale of properties 82,241 192,406 EBTIDA in JV’s 70,595 99,387

• Adj. EBITDA

396,559 343,494 26

Balance sheet

NOKm (Consolidated figures Bane NOR Eiendom AS) 2017 2016 Share Capital 209,000 209,000 Retained earnings 530,250 467,464 Minority interest 645 Total equity 739,250 677,109 Interest-bearing long-term debt 5,545,091 2,331 Pension liabilities 69,225 Other provisions 33,269 27,332 Total long-term liabilities 5,578,360 98,888 Short-term interest bearing debt to parent 5,671,000 Trade creditors 361,076 379,023 Tax payable 25,144 36,918 Construction loan 417,439 134,919 Other liabilities 11,322 Total short-term liabilities 814,981 6,221,860 Total liabilities 6,393,341 6,320,748 TOTAL EQUITY AND LIABILITIES 7,132,591 6,997,857 NOKm (Consolidated figures Bane NOR Eiendom AS) 2017 2016 Deferred tax assets 3,681 15,574 Tangible assets 138,836 151,821 Buildings and other real estate 4,613,397 4,356,644 Investments in associated companies and joint ventures 512,746 588,619 Fixed financial assets 109,536 79,576 Total fixed assets 5,378,196 5,192,234 Development properties held for sale 1,025,438 932,378 Trade receivables and other receivables 399,990 712,529 Current financial assets 2,151 Cash 328,967 158,565 Total current assets 1,754,395 1,805,623 TOTAL ASSETS 7,132,591 6,997,857 ▪ Short-term interest bearing debt to parent in 2016 comprised an internal loan from NSB AS, the debt was refinanced by bank debt following the formation of Bane NOR and Bane NOR Eiendom ▪ Investments in associated companies and joint ventures are accounted for using the cost method, however Bane NOR Eiendom’s share of Oslo S Utvikling (1/3) is alone valued at NOK 1,1bn

Bane NOR Eiendom - Norway's leading hub developer

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Cash Flow and Liquidity

NOKm (Consolidated figures Bane NOR Eiendom AS) 2017 2016 Cash flow from financing Loan repayments (5,671,000) Admission of loans 5,827,611 2,447,203 Group contribution paid (124,210) (136,495) Dividend paid (2,714,555) Net cash flow from financing 32,401 (403,847) Change in cash position 274,267 146,030 Liquidity reserve at the beginning of the period 158,565 12,505 Liquidity reserve at the end of the period 432,832 158,535 NOKm (Consolidated figures Bane NOR Eiendom AS) 2017 2016 Cash flow from operations 614,102 938,248 Net financial items (144,595) (156,144) Tax payable

• Net cash flow from operations

469,507 782,104 Cash flow form investments Acquisition of subsidiaries (net of cash in subsidiaries)

• (39,682)

Purchase of tangible fixed assets (7,468) (150,592) Sale of investment property

• 162,406

Eliminated gains sales of land to joint ventures 5,945 35,744 Acquisition investment property (403,615) (291,537) Proceeds from disposal of tangible fixed assets, development property and investment property 114,039 15,122 Dividend received 256,000 62,500 Loans granted to associated companies (23,242) (2,402) Investments in associated companies (169,300) (23,786) Net cash flow from investments (227,641) (232,227) ▪ Drop in cash flow from operations mainly relate to changes in proceeds from sales of investment- and development-property ▪ In addition to is solid cash balance, Bane NOR Eiendom currently has available and committed undrawn debt facilities is NOK 1,0 billion

Bane NOR Eiendom - Norway's leading hub developer

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Key infrastructure provider and strategically important for the Norwegian state, categorized by the government as the highest level of strategic ownership importance Large and diversified portfolio heavily weighted towards infrastructure and large share of leasing income arise from the state Norway’s leading hub developer comprising housing, office, hotel, retail property and railway service facilities Upside potential from expansive railway sector, National transport plan outlines historically large funding

• f railways with a budget of NOK ~320 billion from 2018-2029

Conservative financial profile with LTV of 39% per Dec 2017 (not including JV’s)

Summary - not just any real estate company

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Bane NOR Eiendom - Norway's leading hub developer

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Thank you for listening!

Bane NOR Eiendom - Norway's leading hub developer

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Bane NOR Eiendom - Norway's leading hub developer

▪ Introduction ▪ The Railway Reform and Bane NOR ▪ Business strategy and segments ▪ Financial overview ▪ Appendix

Agenda

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Bane NOR Eiendom AS Total real estate division* Properties 964 4,469 Land area 2,810 hectares 162,350 hectares Buildings 980 2,850 Built area 715,000 m2 1,120,000 m2 Leases 3,000 3,250 Development potential** 2 million m2 N/A Railway stations 330 335 Maintenance halls 12 N/A Terminals 10 N/A Employee​s 200 Market values NOK 14,2 billion*** NOK 45,4 billion**** Rent income 2017 NOK 733 million N/A EBITDA 2017 NOK 549 million N/A

Key figures

*Includes Bane NOR Eiendom AS and real estate owned by Bane NOR SF ** Internal estimate based on evaluation of properties city by city (excluding development potential from properties currently owned by Bane NOR SF) ** Average estimate as per 31.12.2017 provided by Newsec and C&W. Includes 100 % owned real estate. excludes i) JV i.e. OSU (33%) and ii) significant upside potential of "land bank“ from regulations change ****Incudes estimated replacement value for all rail ground

Bane NOR Eiendom - Norway's leading hub developer

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Freight terminals Crossings Tons of ore, timber and containers in 2015 Railway bridges Kilometers of railway Tunnels Railway stations and stops for passenger traffic Total journeys in 2016 Oslo Bergen Trondheim Stavanger Departures per day

Railways are key infrastructure in Norway

▪ Start of new railway tunnel in Oslo (completed in 2032) ▪ InterCity: Double tram to Hamar (Åkersvika), Fredrikstad (Seut) and Tønsberg in 2024. Further to Sarpsborg in 2026 ▪ Outer InterCity: 2032 Skien and 2034: Halden and Lillehammer ▪ Ringeriksbanen (building start 2021/2022) ▪ Double track Arna-Stanghelle ▪ Offers improvements in the Oslo area,

• n Vossebanen, Jærbanen and

▪ Trønderbanen with minor measures (route 2027) ▪ Launch of Grenlandsbanen (Linking of Vestfoldbanen and Sørlandsbanen) ▪ Electrification of Trønder- and Meråker-railway ▪ Start-up municipality plan Sandnes-Nærbø, and KVU for Nærbø-Egersund

National transport plan outlines historically large investments in railways in Norway (NOK ~320 billion from 2018-2029)

Bane NOR Eiendom - Norway's leading hub developer

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▪ Owns and operates 330 railway stations and stops ▪ Major diversity: From large, well-known stations such as Oslo S, to small, unmanned stations, protected and preserved stations and stations of cultural importance ▪ These stations must be attractive and meet the needs of passengers, with functional public areas and a relevant service and information offering ▪ Operating and maintaining 12 train workshops all over the country, 230,000

• sq. m of buildings

▪ Leasing and developing complete workshops set up for a modern, well-run railway suitable for handling future competition ▪ Developing new workshops for the railways of the future “on order” from the Ministry of Transport and Communications ▪ Railway property owns and manages 980 buildings and 2,810 hectares of land area ▪ Most of the real este portfolio is leased, and a lot of it is used internally by Bane NOR ▪ One of the biggest property developers in Norway ▪ Significant development potential in the portfolio ▪ Developing housing, offices, hotels, commercial premises and railway service facilities ▪ Commercial actor, creating significant value and value for owner

Bane NOR Eiendom AS - Business segments

Station operations 1 Railway property 2 Maintenance halls 3 Property development 4

Bane NOR Eiendom - Norway's leading hub developer

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Management at Bane NOR Eiendom

Legal Kirsti B. Ward HR Anette Palm Vesterkjær Workshops Jan-Tore Iversen Railway Property Morten Floberghagen Stations Knut Ø. R. Johansen CEO Petter Eiken Concept and Planning Marianne S. Aasen Marketing and Communication Kristin Paus Jørn Seljelid Strategy and Development Projects Morten Austestad Espen Wikerholmen Business Controlling Corporate Finance Torkil Sletten Sven Erik Pløen

Bane NOR Eiendom - Norway's leading hub developer

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