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Corporate Presentation 2019YE Disclaimer This presentation (Presentation) has been prepared by Forthnet S.A. (the Company) for informational purposes only. The information in this Presentation includes forward-looking statements, which


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SLIDE 1

Corporate Presentation

2019YE

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SLIDE 2

Disclaimer

This presentation (“Presentation”) has been prepared by Forthnet S.A. (the Company”) for informational purposes only. The information in this Presentation includes forward-looking statements, which are based on current expectations and projections about future events. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Many of these risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as the date of this Presentation. The Company does not undertake any

  • bligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of these materials.

Neither the Company, its affiliates nor their respective directors, officers, employees or agents (the “Group”) gives any representation or warranty, express or implied, as to (i) the achievement or reasonableness of future projections, management targets, estimates, prospects, returns, business data or property described in this Presentation, if any or (ii) the accuracy or completeness of any information contained in this Presentation, any other written information or oral information provided in connection therewith or any data that any of them generates. Furthermore, and without prejudice to liability for fraud, no member of the Group accepts or will accept any liability, responsibility or

  • bligation (whether in contract, tort or otherwise) in relation to these matters. Any prospective investor should make its own investigation on the Group

and all information provided. This Presentation: (i) does not constitute an offer, invitation or solicitation by any member of the Group to subscribe for or purchase or sell any securities or assets in the United States or in any other jurisdiction, nor any form of commitment or recommendation by any member of the Group; (ii) will not, and nor will any other oral or written information made available to a prospective investor, other than a definitive and binding agreement, form the basis of any contractual or other agreement and (iii) does not contain all the information that a prospective investor may wish to have in connection with entering into any transaction. Neither this Presentation nor the information contained herein shall form the basis of any contract or commitment. The provision of this Presentation: (i) does not place any member of the Group under any obligation to provide any further information in relation to any transaction or to update this Presentation or any additional information or to correct any inaccuracies in any such information which may become apparent and (ii) does not place any member of the Group under any obligation to consider or accept any offer, irrespective of whether such offer is the

  • nly offer or one of a number of offers representing the highest price. Without prejudice to liability for fraud, each member of the Group disclaims any

liability which may be based on this Presentation or any other written or oral information provided in connection therewith and any errors therein and/or

  • missions therefrom.

The distribution of this Presentation in certain jurisdictions may be restricted by law and, accordingly, recipients of this Presentation represent that they are able to receive this Presentation without contravention of any unfulfilled registration requirements or other legal restrictions in the jurisdiction in which they reside or conduct business. Forthnet S.A. is a public company with shares listed on the Athens Stock Exchange since 2000. This Presentation should be read with, and in light of, all of the information made publicly available by the Company (including the Company's interim and annual financial statements) in the English language through its ordinary course communications on the Athens Stock Exchange, and all such information is expressly incorporated by reference in this Presentation.

(2/31)

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SLIDE 3

Agenda

  • 1. General Information & Financial Highlights
  • 2. Key Developments & Milestones
  • 3. Shareholder Structure, Bank Debt

& adjusted EBITDA

  • 4. Appendix

a) Financials & KPIs b) Business Overview c) Infrastructure

(3/31)

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SLIDE 4

Our History

Key Milestones

Forthnet: the market pioneer that brought Internet and Pay TV in Greece

2018

Enhanced bundling; Nova Energy launch

(4/31)

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SLIDE 5

Company Overview

  • Leading innovation for 20 years: Forthnet introduced internet and pay-tv to Greece
  • With over 893K subscriptions, it is the second largest provider of bundled home

entertainment and communication services in the country

  • Under the brand name NOVA, one of the most recognized in Greece, Forthnet offers a

wide range of fixed telephony, broadband and Pay-TV services to:

  • 661,000 unique customers
  • 40,000 corporate customers and SMEs
  • The Government through the SIZEFXIS I network
  • Operators such as VOD, Wind, Cyta etc. through wholesale agreements in Greece and

Cyprus

  • It owns the exclusive Pay-TV rights for:
  • The most popular sports content
  • The best movies and entertainment

(5/31) Company data as 2019ΥΕ

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SLIDE 6

13% 24% 15% 48%

BROADBAND MARKET

Forthnet Vodafone Wind Cosmote

37% 11% 51%

PAY-TV MARKET

Forthnet (Retail & Wholesale) Others Cosmote

Company Market Shares

Sources: Companies’ financial results

Due to its premium content, Forthnet commands more than 40% value share in the Pay-TV market Forthnet has a strong franchise in the retail and business BB / telephony market Greece has become a 4-player market A market ripe for MVNO launches

(6/31) Estimated market data as 2019YE

31% 22% 47%

MOBILE MARKET

Vodafone Wind Cosmote

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SLIDE 7

Company Strengths & Opportunities

  • Forthnet has a leading position in the Greek 3Play market with a very strong, relevant to

the local audience, Sports & Film TV product offering combined with a high quality telecom offering

  • The company is run by a very experienced management team and has proven its

resilience under the most adverse conditions

  • The company has already created new revenue streams with the Novasports channels

wholesale product for MNOs and the Universal Service provision contract

  • There are significant prospects for leveraging the company’s strengths and increasing

profitability through service offering enhancement (MVNO, OTT, SIZEFXISII project etc.)

  • Reduction of DTH transmission cost could significantly enhance EBITDA
  • A release from the present cash constraints would enable the company to improve

significantly its performance and market position

(7/31) Company data as 2019ΥΕ

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SLIDE 8

Company Key Facts & Figures

  • Forthnet offers Pay-TV services through DTH & OTT platforms and Telco services through a fiber

backbone network plus ULL

  • Its 6,100km fiber optic network spans the whole country, covering 94% of its customers
  • Forthnet’s distribution network consists of ~95 fully franchised shops across Greece, an e-

shop, dedicated call centers, plus independent resellers

  • Since 2017 the company is the fixed telephony Universal Service Operator (USO) in the country

(8/31) Company data as 2019YE

*2018 Adjusted for Forth-CRS Revenues and EBITDA in 2018

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SLIDE 9

FY 2019 Results at a glance

(9/31)

  • EBITDA reaches 37,1M with margin at 14,1%
  • Revenues at 262,8M impacted by 3Play revenue decline and CRS

sale, partially offset by LLU, advertising and wholesale revenue growth

  • Costs decline by 16,4M following extensive cost reduction efforts in all

categories

  • The company’s working capital constraints, affects the company’s

capacity to compete on equal basis with other market players

  • Forthnet is preparing for the launch of mobile services
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SLIDE 10

FY 2019 P&L vs. Prior Year (€million)

  • 2019 EBITDA decreasing by

12,4% reaching € 37.1m

  • Cost savings across the

board

  • Retail revenues pressure on

3play and paytv partly offset by broadband market gains, advertising & wholesale revenue growth.

(10/31)

(In millions of €) 2019 2018 Δ Revenues 262,8 285,2

  • 7,9%

Total Retail 179,2 196,7

  • 8,9%

Total Business 47,5 49,8

  • 4,5%

Advertising 9,9 9,3 5,8% PayTV Wholesale 13,5 11,9 13,7% Other 9,9 13,8

  • 28,8%

Other income 2,8 3,6

  • 23,0%

Telecommunications costs

  • 76,8
  • 78,6
  • 2,2%

Royalties and licenses

  • 65,3
  • 69,8
  • 6,5%

Cost of sales of inventory and consumables

  • 1,8
  • 1,8
  • 3,9%

Advertising and promotion costs

  • 4,4
  • 5,1
  • 14,1%

Payroll and related costs

  • 31,5
  • 33,8
  • 6,8%

Sundry expenses

  • 45,0
  • 52,8
  • 14,7%

minus Subsidies

  • 0,9
  • 0,9
  • 2,6%

EBITDA (incl. IFRS 16 effect) 37,1 42,3

  • 12,4%

Depreciation and amortisation

  • 54,7
  • 61,5
  • 11,1%

plus Subsidies

0,9 0,9

  • 2,6%

EBIT

  • 16,7
  • 18,2
  • 8,4%

Net financial expenses

  • 14,6
  • 16,0
  • 9,1%

EBT

  • 31,2
  • 34,2
  • 8,7%

Taxes

2,7 4,8

  • 43,6%

Net Result

  • 28,5
  • 29,4
  • 3,0%
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SLIDE 11

OPEX Historical Evolution

  • OPEX savings of €78,5mn since FY 2015
  • More than 33% of the decline comes from content cost reduction

(11/31)

  • 26.1%
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SLIDE 12

Agenda

  • 1. General Information & Financial Highlights
  • 2. Key Developments & Milestones
  • 3. Shareholder Structure, Bank Debt

& adjusted EBITDA

  • 4. Appendix

a) Financials & KPIs b) Business Overview c) Infrastructure

(12/31)

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SLIDE 13
  • The company kept on broadcasting the majority of the most commercially attractive

matches of the Greek Super League Championship by concluding bilateral agreements with leading football clubs

  • The company agreed extension of the Euroleague contract until 2023
  • Following recent regulatory decision and the agreement with Vodafone, the Company is

progressing full speed with the Mobile project, working on its technical and commercial aspects, and plans to launch services during 2020

  • The company signed the framework agreement of “SIZEFXIS II“ and is proceeding to

the next stages of the process

Latest Business Developments

(13/31)

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SLIDE 14

Agenda

  • 1. General Information & Financial Highlights
  • 2. Key Developments & Milestones
  • 3. Shareholder Structure, Bank Debt

& adjusted EBITDA

  • 4. Appendix

a) Financials & KPIs b) Business Overview c) Infrastructure

(14/31)

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SLIDE 15

Capitalization & Shareholder structure

  • Forthnet in 2008 borrowed from a consortium of

Greek banks funds to finance the acquisition of Pay TV assets. Current related debt stands at €255.0mn.

  • In October 2016 Forthnet issued a €70.1mn

convertible bond, subscribed by its creditor banks (Piraeus, NBG, Alpha and Attica). The banks have partially converted this bond and now have a cumulative 36.2% shareholding of the company.

  • In November 2017 the banks initiated a

process of receiving offers by potential investors regarding their debt & equity exposures to the company.

  • In April 2020 Forthnet was informed by banks

that they have entered exclusive negotiations with United Group/BC Partners.

(15/31)

FORTHNET SHAREHOLDERS % WIND 21.05 PIRAEUS BANK 15.11 GO PLC 14.42 MASSAR INVESTMENTS 14.42 NATIONAL BANK 12.14 ALPHA BANK 8.48 VODAFONE 4.15 ATTICA BANK 0.46 REST SHAREHOLDERS 9.77 100.00

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SLIDE 16

Bank Debt Breakdown

Forthnet Convertible Bond (Issued Oct 11, 2016)

  • Total issue: 233.8 million bonds of €0.30

nominal value (€70.1mn) paying 1% interest maturing in Oct 2025, that can be converted quarterly to equal number of Forthnet shares, leading potentially to a total 68% stake in the company

  • Banks have already converted 62.4 million

bonds leading to a cumulative 36.2% shareholding Total Forthnet Bond Loans at €255.0mn

  • Forthnet (Issued 2007 & 2011): €78.4mn
  • Forthnet Media* (Issued 2008 & 2011): €176.5mn
  • * Forthnet Media is the Pay TV subsidiary of Forthnet

(16/31)

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SLIDE 17

Agenda

  • 1. General Information & Financial Highlights
  • 2. Key Developments & Milestones
  • 3. Shareholder Structure, Bank Debt

& adjusted EBITDA

  • 4. Appendix

a) Financials & KPIs b) Business Overview c) Infrastructure

(17/31)

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SLIDE 18

Financials I Historical Evolution

Historical Financials

(18/31)

(€mm) 2015 2016 2017 2018 2019 Total Revenues 352,0 324,7 297,1 285,2 262,8 % Growth (7,0%) (7,8%) (8,5%) (4,0%) (7,9%) EBITDA 48,2 54,8 40,2 42,3 37,1 Adjustments1 2,3

  • Adj. EBITDA

50,5 54,8 40,2 42,3 37,1 % Margin 14,3% 16,9% 13,5% 14,8% 14,1% CapEx 35,6 27,8 30,6 23,9 24,4

  • Adj. EBITDA - CapEx

14,9 27,0 9,6 18,4 12,7 Memo Items: Interest Expense 19,3 16,7 13,2 12,1 11,4 Cash Taxes 0,3 0,1 1,4 0,8 0,1 Capital Structure Total Cash, incl. restricted 9,8 13,9 9,6 7,0 6,9 Bank Debt 324,8 254,9 255,0 255,0 255,0 Credit Statistics Total Debt / Adj. EBITDA 6,4x 4,6x 6,3x 6,0x 6,9x

  • Adj. EBITDA / Interest Expense

2,6x 3,3x 3,0x 3,5x 3,3x (Adj. EBITDA - CapEx) / Interest Expense 0,8x 1,6x 0,7x 1,5x 1,1x

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SLIDE 19

Financials I Historical Costs and Key Performance Indicators

Historical Costs & KPI’s

(19/31)

(€mm)

2015 2016 2017 2018 2019 Total Revenues 352 325 297 285 263

  • Adj. EBITDA

50 55 40 42 37

% Margin 14% 17% 14% 15% 14%

Key Expense Metrics Telecommunication costs 96 90 83 79 77 % Growth (2%) (6%) (8%) (5%) (2%) % Total Revenues 27% 28% 28% 28% 29% Total broadband subscribers ('000) 641 582 562 550 551 % Growth (5%) (9%) (3%) (2%) 0% Telco costs / broadband subscription (€) 149 155 147 143 139 % Growth 3% 4% (5%) (3%) (2%) Royalties and licenses 92 78 77 70 65 % Growth (4%) (15%) (0%) (10%) (7%) % Total Revenues 26% 24% 26% 24% 25% Total Pay TV subscribers ('000) 495 439 417 377 342 % Growth (2%) (11%) (5%) (9%) (9%) Royalties costs / Pay TV subscription (€) 185 177 185 185 191 % Growth (2%) (5%) 5% (0%) 3% Payroll and related costs 36 36 36 34 32 % Growth (11%) 0% 0% (5%) (7%) % Total Revenues 10% 11% 12% 12% 12% Unique customers ('000) 789 720 689 669 661 % Growth (3%) (9%) (4%) (3%) (1%) Personnel costs / unique customer (€) 45 50 52 51 48 % Growth (8%) 10% 5% (2%) (6%) Total other costs 78 66 61 61 52 % Growth (8%) (15%) (8%) (1%) (14%) % Total Revenues 22% 20% 21% 21% 20%

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SLIDE 20

Financials I Revenue and Subscriptions Evolution

Historical Revenues & Subscribers

(20/31)

(€mm)

2015 2016 2017 2018 2019 Total Telco Revenue 178 167 153 143 137

% Growth (8%) (7%) (8%) (6%) (4%)

Total Pay TV Revenue 154 135 119 113 101

% Growth (3%) (12%) (12%) (5%) (11%)

Other 20 23 26 29 25 Total Revenues 352 325 297 285 263

% Growth (7%) (8%) (9%) (4%) (8%)

  • Adj. EBITDA

50 55 40 42 37

% Growth (16%) 9% (27%) 5% (12%)

3Play bundled subscribers ('000) 346 302 290 259 232 Standalone broadband subscribers ('000) 294 280 272 291 319 Standalone Pay TV subscribers ('000) 148 138 127 118 110 Unique customers ('000) 789 720 689 669 661

% Growth (3%) (9%) (4%) (3%) (1%)

Revenue / customer (€) 446 451 431 427 398

% Growth (4%) 1% (4%) (1%) (7%)

  • Adj. EBITDA / customer (€)

64 76 58 63 56

% Growth (13%) 19% (23%) 9% (11%)

Unique customers ('000) 793 723 692 669 661 3Play bundled customers ('000) 346 302 290 259 232 Total subscriptions ('000) 1.139 1.024 982 927 893

% Growth (3%) (10%) (4%) (6%) (4%)

Revenue / subscription (€) 309 317 303 308 294

% Growth (4%) 3% (5%) 2% (4%)

  • Adj. EBITDA / subscription (€)

44 54 41 46 42

% Growth (13%) 21% (23%) 11% (9%)

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SLIDE 21

Business overview I Strategic priorities & Actions

Capture the best exclusive premium content, relevant to the Greek audience Optimize the cost structure and enhance Cash Flow Provide high quality services to households, SMEs & corporate customers, and

  • ther operators

Drive towards the future

  • Agreement with top Greek Football teams
  • Euroleague Basketball Championship
  • Acquisition of the popular Italian Serie A Championship
  • Renewal of rights agreements with the major Hollywood studios
  • Greek Football agreements reduced football cost, significantly improves

cost to value proposition

  • Continuous renegotiations with suppliers & general OPEX reduction
  • The company is generating cash on an operating level
  • Unique Nova 3Play retail and SME offering & turnkey solutions for corporates
  • “Nova Energy” enhancing multi-play proposition
  • Nova branded premium channels through Wholesale partnerships
  • Enhance OTT platform (Nova GO / Nova On demand / Novaflix)
  • Extend multi-play offering with MVNO
  • Expand services to Government through SIZEFXIS II project
  • Reduce annual DTH transmission cost by approx. 60% through new agreement

(21/31)

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SLIDE 22

Business overview I Market dynamics & opportunities

58% 26% Europe average Greece Pay TV HH penetration

  • 32pp

Company growth levers

  • Market and regulatory environment ripe for the

introduction of favourable MVNO regime

  • Opportunity to launch a convergent 4-Play
  • ffering targeting Forthnet’s customer

base, significantly reducing churn and enhancing revenues

* Following CYTA’s absorption by VOD, currently there is no MVNO in Greece

  • Significant growth prospects in Pay-TV, either

standalone or as part of multi-play offering

  • Nova’s enhanced Pay-TV bouquet, with optimized

value for money following the new sports content agreements, leads the market

  • Very low FTTH density in Greece supports DTH model
  • New content distribution model & significant potential

savings in DTH transmission costs to improve profitability

Macro improvement to positively affect the 3-Play and Pay-TV market

Penetrations below EU average

19% 13% 10% 9% 9% 7% 6% 0,3% MVNOs market share in selected countries in Europe *

Source: Digital TV *Western Europe Forecasts – Digital TV Research Source: EC, Europe's Digital Progress Report 2016

*

(22/31)

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SLIDE 23

0,1 0,2 0,3 0,4 0,5 0,6 0,7 Greece NGA average EU NGA average

Business overview I Market dynamics & key technologies

NGA as % of Broadband (>30Mbps) Pay TV evolution per technology

  • 39pp
  • Only 23% of broadband lines in Greece

relate to NGA networks, despite the launch

  • f VDSL since 2012
  • >79% of Greek Pay-TV market operates

under the DTH model

  • The geography of the country, the structure

its networks and regulatory issues point

  • ut that within the next few years, IPTV

cannot practically replace DTH

  • OTE, the country’s incumbent operator and

largest investor by far in fiber networks, has based its Pay TV on a DTH model

Source: NRA, Companies’ financial results Source: Digital Agenda scoreboard – as 2019 H1 (23/31)

200 400 600 800 1000 1200 DTH subs IPTV subs Greece NGA Average EU NGA Average

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SLIDE 24

Business overview I Content: The most popular exclusive live sports

(24/31)

  • French Cup, French League Cup, French SuperCup, Russian Cup, Turkish

Cup

  • Wimbledon, ATP CUP
  • English League Cup (Carabao Cup)
  • Major Golf tournaments, extreme & other sports

Top Basketball events Top European football Greek Football A’ Division

  • Euroleague, the top European basketball organization, with the participation
  • f the two leading Greek teams OLYMPIAKOS, PANATHINAIKOS
  • Eurocup, the 2nd most prominent European professional basketball club

competition with the participation of PROMITHEAS PATRAS Other football & Sports Events

  • Italian League (Serie A)
  • French League (Ligue1)
  • Dutch League (Eredivisie)
  • English Football League (Championship)

Exclusive agreements with the leading Greek clubs OSFP, PAO, AEK, ARIS, ASTERAS TRIPOLIS, AEL, OFI, PANIONIOS, VOLOS

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SLIDE 25

Business overview I Content: The best movies and entertainment

(25/31)

Premium Movies and Series T

  • p thematic channels

Series /

Entertainment

Sports Docs Kids Music Adult

Novalifε E! Entertainment Insight TV Novasports 24 HD Action 24 Eurosport HD Discovery Animal Planet Viasat History Travel Channel HD Boomerang HD Disney XD Nova Mad Greekζ NR1 HD Vivid Red HD Dorcel FOX, Foxlife My Zen TV Food Network HD Eurosport Eurosport 2 National Geographic HD National Geographic WILD HD Discovery HD Showcase Disney Channel Nickelodeon VH1 MTV Live HD, MTV Hits Hustler HD Redlight HD

Output deals with major Hollywood studios Awarded movies of the year, specials, tributes Top Pay TV drama series & Box Sets simulcast /very close with US premier!

Plus major Greek commercial channels & hundreds International Free to air stations

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SLIDE 26

Business overview I Multi-platform offering

nova On Demand

  • 99K Connected STBs
  • 127K registered users

Live TV and On demand titles at any mobile device Top movies, series, docs and kids programs through STB

Upgraded STBs with connected functionalities improve customer experience, build customer loyalty and provide OTT capability

(26/31)

10% 24% 30% 34% 38% 41% 43% H2 16 H1 17 H2 17 H1 18 H2 18 H1 19 H2 19

Nova On Demand penetration

32% 33% 34% 35% 37% 38% 40% H2 16 H1 17 H2 17 H1 18 H2 18 H1 19 H2 19

Nova GO penetration

Company data as 2019YE

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SLIDE 27

Business overview I Customer mix improving

25% of 457K Pay TV subs comes through Pay TV wholesale in Greece and Cyprus 35% of Nova HHs choose Nova 3Play

Strong position in multi-play Expansion in wholesale

(27/31) Company data as 2019ΥΕ

48% 16% 35% Standalone Broadband Standalone Pay-TV 3Play 75% 25% Direct Pay-TV subs Wholesale Pay-TV subs

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SLIDE 28

Business overview I NOVA : A very strong brand

Top of mind awareness in Pay TV (%) Strong digital presence

  • Nova is the leading Greek Pay-TV brand

standing for “unique entertainment experience”

  • Key Nova sub-brands, Nova 3Play, Nova

GO, Nova On Demand enjoy very high image and public awareness

Source : Internal market track research by Focus Bari*, wave 12/2018

* CATI interviews among a representative sample of the total Greek population (800 people). Respondent profile: 18-64 years, decision makers / co-decision makers

1.5

millions

  • avg. monthly

unique users

546

thousands

followers

743

thousands

apps installs

(28/31) Company data as 2018YE

53 53 52 50 50

34 34 37 37 38 2 2 2 2 3

DEC 16 JUN 17 DEC 17 JUN 18 DEC 18

Nova Competitor 1 Competitor 2 Competitor 3

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SLIDE 29

Business overview I Commitment in Business segment

Continuous growth Full service portfolio Trusted by the country’s largest companies

Banking Insurance Retail Industrial Shipping Hotels Public sector

Millions

(29/31) Company data as 2019YE

16% 19% 21% 22% 0% 5% 10% 15% 20% 25% 20 40 60 80 100 2016 2017 2018 2019 Business Revenue* as % of Total Revenue

* Advertising revenue not included

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SLIDE 30

Infrastructure I T elecommunications Infrastructure

(30/31)

  • 6.127 km fibre optic MAN, and WAN

infrastructure

  • 476 physical and remote collocations to OTE’s

local exchanges

  • 78% LLU coverage of total active local loops
  • 100% population coverage through SAT BB
  • 233 Gbps international connectivity.
  • 71 Gbps national connectivity
  • Fully geo-redundant IMS (IP Multimedia

Subsystem) collects and terminates voice service

  • IPv4/IPv6 & MPLS are the main protocols

being used across the whole network

  • Data Center hosting services (>100 racks)
  • 368 Gbps CDN in Athens & Thessaloniki

Telecom network, International Connectivity and DC technologies

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SLIDE 31

Thank You

Contact us: Dimitris Tzelepis, CFO ir@forthnet.gr

(31/31)