FY 2015 Results 10 February 2016 Disclaimer Forward-looking - - PowerPoint PPT Presentation

FY 2015 Results

10 February 2016

Disclaimer

Forward-looking statements This presentation may contain forward looking statements with respect to Intertrust’s future financial performance and position. Such statements are based on Intertrust’s current expectations, estimates and projections and on information currently available to it. Intertrust cautions investors that such statements contain elements of risk and uncertainties that are difficult to predict and that could cause Intertrust’s actual financial performance and position to differ materially from these statements. Intertrust has no obligation to update or revise any statements made in this press release, except as required by law. Presentation of financial and other information On 19 October 2015 Intertrust NV became the parent of the Group by the contribution of the entire issued and

• utstanding share capital of Intertrust Topholding (Luxembourg) S.à.r.l. and the outstanding amounts under the

Shareholder loans to the Company’s shareholder’s equity as a capital contribution. The capital contribution has been accounted for as a capital reorganisation under common control and measured at the IFRS historical carrying values of Intertrust Topholding (Luxembourg) S.à.r.l. The consolidated financial information is therefore presented as if the Company had been the parent company of the Group throughout the periods presented. It includes unaudited financial information which is comparable to the historical financial information of the Intertrust group disclosed in connection with Intertrust’s listing on Euronext Amsterdam. Financial information is presented on adjusted basis before specific items and one-off revenues/expenses. The 2015 financial information includes the CorpNordic acquisition as of July 2015. The financial statements have not yet been issued or approved. The audited financial statements and annual report will be available on March 31, 2016.

2

Highlights 2015

Section 1

2015 Highlights

Financial highlights Highlights

Intertrust began trading on Euronext Amsterdam on 15 October 2015 Hired 123 new FTE’s to deal with expanding business, of which 95 billable Completed acquisition and integration of CorpNordic, the leading corporate services provider in the Nordics The Business Application Roadmap (BAR) implementation continues to be on track Three independent supervisory board members joined Intertrust’s board in 2015: Chairwoman Hélène Vletter-van Dort, Anthony Ruys and Bert Groenewegen Compliance and Regulatory Services, AIFMD Manco and Fund Administration services were further developed

Notes

• 1. Adjusted financials before specific items and one-off revenues/expenses
• 2. Total growth of adjusted financials
• 3. Organic growth excluding CorpNordic acquisition

4

(€m) FY 2015

• Adj. revenue1

344.9 Total growth2 16.6% Organic growth at constant currency3 8.1%

• Adj. EBITA1

140.4 Margin (%) 40.7%

• Excl. acquisitions at constant currency

41.2%

• Adj. Pro-forma EBITA4

141.7 Cash flow conversion5 97% Net Adjusted Income Per Share6 1.19

• 4. Adjusted EBITA including Adjusted EBITA CorpNordic for the period January to June 2015
• 5. Cash conversion ratio excluding strategic capex
• 6. Adjusted net income divided by the number of shares outstanding as of December 31, 2015
• f 85,221,614

Blackstone 48.7% Management 14.0% Free float 37.3%

5

Lock-ups Deal size Use of proceeds Listing location Post-IPO ownership structure Dividend policy Syndicate  Blackstone: 180 days  Management: 360 days  €491m1  Repayment of existing debt facilities and for general corporate purposes  October 15, 2015, Euronext Amsterdam  40-50% of the adjusted net income  Joint Global Co-ordinators and Joint Bookrunners: Deutsche Bank and UBS  Joint Bookrunners: ABN AMRO, Morgan Stanley, JP Morgan  Co-lead: Berenberg Price  €15.50 at IPO Transaction overview Share price and volume evolution

12 14 16 18 20 22 15-Oct 6-Nov 28-Nov 20-Dec 11-Jan 3-Feb Share price (€) 100 200 300 400 500 600 Volume (000) Trading volume Intertrust AEX 7,000 14% (6%)

Source: FactSet

Details of the IPO

Notes

• 1. Total size of primary offering amounted to approximately €465 million.

Appointment of three highly qualified Supervisory Board members

6

 Chair since 2015  Professor of Financial Law & Governance at the Erasmus School

• f Law in Rotterdam and member of

the Dutch Monitoring Committee Corporate Governance Code  Served on the Supervisory Board of the Dutch Central Bank (the Dutch regulatory authority) from 2010 to 2014 Enhances corporate governance by contributing to the expertise and strength of the Intertrust Supervisory Board

Anthony Ruys

 Board member since 2015  Former CEO and Chairman of the Executive Board of Heineken (2002 - 2005) and former Chairman

• f the Supervisory Board of

Schiphol Group (2009 - 2015)  Held several senior positions at Unilever from 1974 to 1993

Bert Groenewegen

 Board member since 2015  CFO at Ziggo NV since March 2010 and Ziggo BV since acquisition by Liberty Global in November 2014  Member of the Supervisory Board

• f Wereldhave NV

Hélène Vletter- van Dort

Proactively investing in our IT systems

7

Advanced roll-out and implementation of Business Application Roadmap ("BAR") Program

Overview

 The BAR program, aiming at enhancing and simplifying the IT application landscape of Intertrust, started in 2014 and covers systems and applications  Estimated total BAR investment of €17.2m in 2014 - 2016 (€8.5m spent in 2014, €6.5 spent in 2015 and €2.2m budgeted in 2016)  Transfer to SaaS1 and IaaS2 resulting in lower capex and higher expenses

Key benefits

Harmonisation of the global IT application landscape of Intertrust in key process areas Reduction in time spent on non-billable activities (more efficient sales process through CRM3) Increased productivity on billable activities (standardisation / introduction

• f digital documents)

Electronic document management Offers unified client portal for global clients, simplifying servicing client information needs

Update on roll-out Staff  80% coverage currently  Significant training of users completed  Set up of "Business Optimisation Team" Administration  Roll-out completed in 16 jurisdictions  Full deployment by Q1 2016 Document management  Deployed in the major offices  Expanding functionality, such as digital signatures and mobile access CRM  Global roll-out completed with good traction  Luxembourg / Bahamas roll-out subject to regulatory approval Client portal  The first release is completed and available in all major offices  Receiving positive feedback from the market

Notes

• 1. Software as a Service
• 2. Infrastructure as a Service
• 3. Customer relationship management

Source: Company

8

Leading provider of corporate services in the Nordic region with strong footprint in Sweden, Denmark, Norway and Finland

Transaction highlights

Added new products including agent services for bonds issuances & loans and specialized HR & payroll services

Transaction overview Revenue breakdown

Other costs 35% Staff costs 65%

2015 revenue: €11.4m 2015 adj. EBITA : €2.3m

• c. 681 structures

Sweden 51% Denmark 31% Norway 11% Finland 7%

By geography 1 Bilateral transaction negotiated with founders Management reinvested proceeds in Intertrust Non-compete clause for key personnel Synergies do not take into account opportunities to increase combined top line growth Sweden, Denmark, Finland and Norway New locations: Helsinki and Oslo Overlapping locations: Copenhagen and Stockholm

Reduction of

• verlapping

functions Closure of duplicate premises Reduction of professional fees Inclusion in Intertrust insurance coverage Expected cost synergies: €0.9m p.a. Geographies Key stats

Cost synergies breakdown

Depositary and compliance services 1% Company management 64% Fund admin 10% Payroll & HR 14% Bondholder representative services 8% Foundation management 3%

By service 2

CorpNordic acquisition

1 based on 2015 revenues 2 based on 2014 revenues

Financial overview

Section 2

Continuing to deliver on our objectives

10

Notes: 1. Adjusted financials before specific items and one-off revenues/expenses 2. Organic growth excluding CorpNordic acquisition at constant currency 3. Cash conversion = OpFCF / Adjusted EBITDA, where OpFCF = Adjusted EBITDA less Maintenance Capex excluding strategic capital expenditures

What was our guidance? FY 2015 results Metric

• Adj. revenue1

“Continue historical trends and aim for above market growth” Revenue growth Organic growth at CC2 +16.6% (y-o-y) +8.1% (y-o-y) Cash “Continued high cash conversion” Cash conversion3 97%

• Adj. EBITA1

“Continued adj. EBITA progression in line with historical trends”

• Adj. EBITA growth

Organic growth at CC2 +14.8% (y-o-y) +7.8% (y-o-y)

2015 results demonstrating continued strong organic growth

11

Notes: 1. Adjusted financials before specific items and one-off revenues/expenses 2. Total growth of adjusted financials 3. Organic growth excluding CorpNordic acquisition 4. Organic growth excluding CorpNordic and at constant currency

Strong revenue growth highlights Intertrust’s continuing ability to outperform the market and gain additional market share, particularly in Netherlands and in Luxembourg Profitability improvement in Q4 (+101 bps over Q4 14 including CorpNordic, +175bps excluding CorpNordic and in constant currency) driven by: Strong revenue growth Positive operating leverage in the second half of the year based on productivity improvements of the new billable staff YTD margin over 2014-15 excluding CorpNordic and in constant currency decrease of 12 bps -mainly driven by additional investments in billable staff and IT to support business growth and new services such as AIFMD Manco services, compliance and PE/RE fund administration services

Q4 15 Y-o-Y FY 15 Y-o-Y

• Adj. revenue

Total growth2 15.4% 16.6% Organic growth3 11.8% 14.7% Organic growth at constant currency4 6.6% 8.1%

• Adj. EBITA

Total growth2 18.3% 14.8% Organic growth3 17.0% 14.1% Organic growth at constant currency4 11.2% 7.8% 79.3 91.5 295.9 344.9 32 37.9 122.3 140.4

40.4% 41.4% (42.1% excl. CorpNordic and cc) 41.3% 40.7% (41.2% excl. CorpNordic and cc)

Q4 14 Q4 15 FY 2014 FY 2015 (€m)

• Adj. revenue¹
• Adj. EBITA¹
• Adj. EBITA margin

Revenue bridge

12

295.9 23.9 19.6 5.4 344.9

• Adj. revenue

FY 2014 Organic growth FX impact CorpNordic

• Adj. revenue

FY 2015

Full year revenue (€m)

Mainly thanks to increase in complexity and reporting requirements in addition to new services and market share gain

Consolidated since 30th June – 6 months contribution

Significant increase in ARPE with lower number of entities

13

Entities ARPE1,2 (€k)

Notes: 1. Average revenue per entity ("ARPE") 2. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses

(0.8%) 17.5%

Total growth3

40,393 40,065 39 Dec 14 Dec 15 7.3 8.6 (8.6 excl. CorpNordic) FY 2014 FY 2015

Number of Entities CorpNordic finished the year with 681 entities Inflow in Luxembourg and Netherlands continues to be positive Portfolio rationalization of low value structures continued in 2015 – annualized ARPE of new entities exceeds ARPE of entities outflow Outflow of 1,344 entities registered office entities with low ARPE in Cayman due to the re-entry of new competitor ARPE On a constant currency basis excluding CorpNordic, ARPE grew at 10.9% Increase in ARPE continues to be driven primarily by hours per entity due to more complex structures, regulatory requirements, rationalization of low value added entities and the transfer of lower value registered office entities in Cayman

Total growth3

(2.5%)

Organic growth4 3. Including CorpNordic 4. Organic growth excluding CorpNordic Organic growth4

17.7%

FTE growth to support new business

14

FTEs Revenue per FTE1,2 (€k)

Notes: 1. Full-time employees 2. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses

12.6% 3.5%

Total growth3

1523 1714 1100 1120 1140 1160 1180 1200 1220 1240 1260 1280 1300 1320 1340 1360 1380 1400 1420 1440 1460 1480 1500 1520 1540 1560 1580 1600 1620 1640 1660 1680 1700 1720 1740 1760 1780 1800 Dec 14 Dec 15 194.3 201.2 (206.3 excl. CorpNordic) FY 2014 FY 2015

Net increase of 192 FTEs during the year: +69 through the CorpNordic acquisition +95 billable FTE, mainly in the Netherlands and Luxembourg to support business growth +28 non-billable FTE, out of which 14.7 FTE’s to support IT initiatives Proportion of billable to non-billable FTE’s improved slightly to 75%/25% in 2015 from 74%/26% in 2014

Total growth3

8.1%

Organic growth4 3. Including CorpNordic 4. Organic growth excluding CorpNordic Organic growth4

6.2%

Cash conversion remains strong

15

Notes: 1. Cash conversion = OpFCF / Adj. EBITDA 2. OpFCF = Adj. EBITDA – Maintenance Capex

Cash conversion¹ Capex (€m)

OpFCF² (€m)

Strategic capex driven by implementation of the BAR programme Implementation of Guernsey in Q3’15. Switzerland and the Nordics on track for a January 2016 implementation Focus on business initiatives driving lower maintenance capex Main programs for maintenance capex for the year were related to our VDI implementation, infrastructure improvements, hardware and software licenses

97.7% 95.3% 94.9% 97.0% Q4 14 Q4 15 FY 2014 FY 2015 122 33.0 37.9 143.2 3.9 3.5 15.0 10.9 Q4 14 Q4 15 FY 2014 FY 2015

Maintenance Capex (€m)

6.5 0.8 1.9 4.4

Strategic Capex (€m)

8.5 3.1 1.6 6.5

Business overview

Section 3

Focus on the Netherlands

17

Revenue growth generated through increased foreign direct investments, global M&A and private equity activities ARPE growth of 7.6% driven by regulatory and transaction complexity which requires more value-added services increasing hours per entity Strong inflow of new entities due to continued attractiveness of the jurisdiction Outflow of entities driven by end of life and product rationalization initiatives in order to focus on higher ARPE entities Margin improvement of 59 bps, 31 bps due to operating leverage and 28 bps due to local IT costs reallocation New services put in place in 2015 such as depositary services and fund administration services

26.4 28.6 103.1 112.1 Q4 14 Q4 15 FY 2014 FY 2015

Total growth 8.4% 8.7%

Q4 14 Q4 15 FY 2014 FY 2015

• Adj. revenue (€m)

26.4 28.6 103.1 112.1

• Adj. EBITA margin1

61.6% 61.8% 63.5% 64.1% Number of entities2 4,434 4,482 ARPE3,4 (€k) 23.2 25.0 FTE5 382.7 413.7

• Adj. revenue/FTE4 (€k)

269.3 270.9

Notes: 1. Excluding local IT costs from 2015 2. As of 31 December 3. Average revenue per entity ("ARPE") 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 5. Full-time employee ("FTE") as of 31 December

16.2 17.7 65.4 71.8 Q4 14 Q4 15 FY 2014 FY 2015

8.8% 9.7%

• Adj. revenue (€m)
• Adj. EBITA1 (€m)

Focus on Luxembourg

18

Revenue growth of 15.2%, supported by continued interest in Luxembourg from internationally operating groups and investment funds ARPE growth of 15.5% due to inflow of high value entities with increased substance requirements, more complex structures and higher value-added services Number of entities stable due to proactive product rationalization of low value entities Margin improvement of 269 bps, 119 bps due to increase in higher- value entities and operating leverage and 150 bps due to local IT costs reallocation Further diversification of services with the introduction of depositary services and further development of regulatory services

18.1 19.9 65.3 75.3 Q4 14 Q4 15 FY 2014 FY 2015

Total growth 10.4% 15.2%

Q4 14 Q4 15 FY 2014 FY 2015

• Adj. revenue (€m)

18.1 19.9 65.3 75.3

• Adj. EBITA margin1

48.2% 50.9% 47.5% 50.1% Number of entities2 2,578 2,573 ARPE3,4 (€k) 25.3 29.3 FTE5 341.1 382.5

• Adj. revenue/FTE4 (€k)

191.6 196.9

Notes: 1. Excluding local IT costs from 2015 2. As of 31 December 3. Average revenue per entity ("ARPE") 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 5. Full-time employee ("FTE") as of 31 December

8.7 10.2 31.0 37.8 Q4 14 Q4 15 FY 2014 FY 2015

16.6% 21.8%

• Adj. revenue (€m)
• Adj. EBITA1 (€m)

Focus on Cayman Islands

19

Total growth Organic growth at constant currency 17.6% 21.7% 1.7% 2.1%

Adjusted revenue growth of 1.7% in USD, driven by registered office services (in part as result of transfer-out fees) and an increase in revenues in our Capital Markets and Fund Fiduciary divisions. ARPE in constant currency grew by 12.5%, driven by growth in fiduciary services, upselling corporate services to existing clients and the outflow of lower ARPE entities The re-entry of Walkers into the Cayman led to reduced inflow and an

• utflow of 1,344 entities in H2

Cayman transferred 801 entities to Guernsey in Q1 2015 EBITA margin improvement of 96 bps due to increased revenue supported by a stable cost base and a favourable mix impact due to the transfer of lower margin private business to Guernsey

3. Average revenue per entity ("ARPE") 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 5. Full-time employee ("FTE") as of 31 December

Q4 14 Q4 15 FY 2014 FY 2015

• Adj. revenue (€m)

13.8 16.2 48.3 58.8

• Adj. EBITA margin1

61.1% 62.0% 59.0% 59.9% Number of entities2 19,437 17,571 ARPE3,4 (€k) 2.5 3.3 FTE5 140.5 139.5

• Adj. revenue/FTE4 (€k)

343.8 421.5

19.3% 23.7% 3.3% 3.4%

• Adj. revenue (€m)
• Adj. EBITA1 (€m)

Notes: 1. Excluding local IT costs in 2014 and 2015 2. As of 31 December

13.8 16.2 48.3 58.8 Q4 14 Q4 15 FY 2014 FY 2015 8.4 10.1 28.5 35.2 Q4 14 Q4 15 FY 2014 FY 2015

Focus on Guernsey

20

Total growth Organic growth at constant currency 10.0% 17.3% 5.7% 0.6%

Revenue growth at constant currency of 5.7%, driven by the net inflow of client entities of 26.5%, largely due to the transfer of private clients business of Intertrust Cayman (801 entities) ARPE decline of 16.5% in GBP, driven by the mix impact of lower margin private client entities from Cayman Margin improvement of 268 bps, led by the reallocation of IT costs to Global IT, which offset a margin decrease of 130 bps due to investments to support the Cayman business and the implementation of new regulatory services

3. Average revenue per entity ("ARPE") 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 5. Full-time employee ("FTE") as of 31 December

Q4 14 Q4 15 FY 2014 FY 2015

• Adj. revenue (€m)

6.1 6.7 23.8 27.9

• Adj. EBITA margin1

34.3% 42.1% 33.6% 36.2% Number of entities2 2,627 3,324 ARPE3,4 (€k) 9.1 8.4 FTE5 144 122

• Adj. revenue/FTE4 (€k)

208.7 228.8

34.8% 26.7% 14.1% 23.1%

• Adj. revenue (€m)
• Adj. EBITA1 (€m)

Notes: 1. Excluding IT costs from 2015 2. As of 31 December

6.1 6.7 23.8 27.9 Q4 14 Q4 15 FY 2014 FY 2015 2.1 2.8 8.0 10.1 Q4 14 Q4 15 FY 2014 FY 2015

Focus on Rest of the World

21

Total growth Organic growth at constant currency 34.1% 27.8% 5.1% 5.4%

Revenue growth at constant currency excl. CorpNordic acquisition

• f 5.1% over 2014, driven by continued growth in Singapore, Spain,

Ireland and UK partially offset by Curaçao Net inflow of client entities of 7.1% including 681 entities acquired through CorpNordic ARPE growth of 19.4%, a growth of 4 % at constant currency basis and excluding CorpNordic Margin improvement of 58 bps. At constant currency and excluding CorpNordic, margin improved by 163 bps, 94 bps due to operating leverage and 69 bps due to the reallocation of local IT costs

3. Average revenue per entity ("ARPE") 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses

Q4 14 Q4 15 FY 2014 FY 2015

• Adj. revenue (€m)

14.9 20.0 55.4 70.8

• Adj. EBITA margin1

30.1% 31.7%6 30.5% 31.1%7 Number of entities2 11,317 12,115 ARPE3,4 (€k) 4.9 5.8 FTE5 441.2 522.3

• Adj. revenue/FTE4 (€k)

125.5 135.5

41.3% 30.3% 10.7% 16.7%

5. Full-time employee ("FTE") as of 31 December 6. 33.7% excluding CorpNordic 7. 32.1% excluding CorpNordic

• Adj. revenue (€m)
• Adj. EBITA1 (€m)

Notes: 1. Excluding local IT costs from 2015 2. As of 31 December

14.9 20.0 55.4 70.8 Q4 14 Q4 15 FY 2014 FY 2015 4.5 6.3 16.9 22.0 Q4 14 Q4 15 FY 2014 FY 2015

Outlook and objectives

Section 4

Medium term objectives

23 Medium term

• utlook and
• bjectives

Target dividend in the range of 40% to 50% of Adjusted net income3 Dividends to be paid in semi-annual installments First interim payment expected in Q4 2016 for the year ending 31 December 2016 Revenue Objective: slightly above organic market growth which is estimated to be 5% CAGR between 2015-2018 Adj EBITA margin: further margin improvement over the 2015 proforma EBITA margin of 40.4% by 200 - 250 bps by 2018 including LTIP (2016 - € 1.5 million, 2017 - € 3.5 million, 2018 - € 5.5 million) supported by operating leverage and productivity improvements slightly impacted by structurally increased IT expenses due to transition to SaaS1 and IaaS2 partially offset by decreased IT capex Cash conversion – in line with historical rates Maintenance / normalized capex marginally below historical levels, one-off BAR investment completing in 2016 Effective tax rate of ~18% Target steady-state debt ratios : 2-2.5 times EBITDA, temporary increase for M&A

Notes:

• 1. Software as a Service
• 2. Infrastructure as a Service
• 3. Adjusted net income calculated as adjusted EBITA less net interest cost, less tax cost calculated at effective tax rate

Dividend policy

Appendix

Financial statements

Disciplined working capital management

25

Low levels of working capital requirements driven by favourable invoicing cycle and proactive management

 Net working capital cycle positively impacted by customer advance invoicing and payments conditions  Customers on annual fixed fee contracts are in most cases billed at the beginning of the calendar year  Netherlands, Luxembourg, Guernsey and other countries invoice fixed fees in January/February  Cayman, BVI and Bahamas invoice fixed fees in advance in Q4  Work in progress is invoiced on a monthly or quarterly basis in arrears  Other working capital is largely driven by deferred income, accruals and provisions

Other3

3.4% 5.4% % of LTM revenue 18.7 2015 (€m)

Work-in-progress1

Impact of 200 bps due to growth of business, the incorporation of CorpNordic and reduced trade payables for transactions and capital expenditures

10.2 2014

Notes: 1. Represents gross unbilled amount expected to be collected from clients for time-based work performed to date 2. Reflect outstanding invoices of clients adjusted for bad debt provision 3. Defined as deferred income, trade payables, other receivables, prepayments and other payables, and cash held on behalf of clients

(77.1) (80.3)

72.5 81.0 14.9 18.0

Trade receivables2

Net debt – Proceeds of IPO were used to reduce debt

26

As of Dec-14 As of Dec-15 Bank loans 899.3 523.7 Loans from shareholders 82.6

• Non current liabilities

981.9 523.7 Current portion of bank loans 10.9 0.1 Current portion of shareholder loans 5.9

• Current liabilities

16.7 0.1 Total loans and borrowings 998.7 523.8 Add: capitalised financing fees on bank loans 38.5 8.0 Less: Loans from shareholders (88.5)

• Less: Cash and cash equivalents attributable to the Company

(23.2) (66.5) Net debt 925.5 465.4 Net debt / Adjusted Pro Forma EBITDA1 3.1 x

Net debt (€m)

Note: 1. EBITDA calculated as per current financing agreement definition (incl. Pro Forma CorpNordic for 12 months and full year run rate of synergies associated with CorpNordic acquisition

Income statement

27

FY 2014 FY 2015 Revenue 297.0 344.6 Staff expenses (124.2) (144.9) thereof equity share-based payments upon IPO – (4.4) Rental expenses (14.5) (17.2) Other operating expenses (40.3) (41.6) thereof transaction & monitoring costs (7.7) (5.3) thereof integration costs (3.3) (3.1) Other operating income 1.7 3.7 Earnings before interest, taxes, depreciation and amortisation (EBITDA) 119.7 144.6 Depreciation and amortisation (34.3) (37.3) (Profit/(loss) from operating activities 85.4 107.3 Finance income 0.1 0.1 Finance costs (75.8) (100.7) Share of profit of equity-accounted investees (net of tax) (0.0) (0.0) Net finance costs (75.7) (100.7) (Profit/(loss) before income tax 9.7 6.6 Income tax (3.4) (4 .0) Profit/(loss) for the year after tax 6 .3 2.6

Income statements (€m) Adjustments (€m)

FY 2014 FY 2015 Earnings before interest, taxes, depreciation and amortisation (EBITDA) 119.7 144.6 Transaction & Monitoring costs 7.7 5.3 Integration costs 3.3 3.1 Other operating (income)/expense (1.7) (3.7) Equity share based payments upon IPO 4.4 One-off revenue (1.2) 0.3 One-off expenses 0.6 (6.3) Adjusted EBITDA 128.5 147.6 Depreciation and software amortisation 6.2 7.2 Adjusted EBITA 122.3 140.4 Adjusted Revenue 295.9 344.9 In October 2015 Intertrust NV became the parent of the Group by the contribution of the entire issued and outstanding share capital of Intertrust Topholding (Luxembourg) S.à.r.l. and the outstanding amounts under the Shareholder loans to the Company’s shareholder’s equity as a capital

• contribution. The capital contribution has been accounted for as a capital

reorganisation under common control and measured at the IFRS historical carrying values of Intertrust Topholding (Luxembourg) S.à.r.l. The financial information is therefore presented as if the Company had been the parent company of the Group throughout the periods presented.

Balance sheet

28

As of Dec-14 As of Dec-15

Assets Property, plant and equipment 10.9 11.3 Intangible assets 1031.8 1064.5 Investments in equity-accounted investees 0.3 0.3 Other non current financial assets 4.8 4.1 Deferred tax assets 2.5 7.1 Non-current assets 1050.3 1087.2 Trade receivables 72.5 81.0 Other receivables 23.2 16.5 Work in progress 14.9 18.0 Current tax assets 1.2 0.7 Other current financial assets 0.9 1.2 Prepayments 3.1 5.4 Cash and cash equivalents 38.9 80.5 Current assets 154.7 203.2 Total assets 1204.9 1290.4

As of Dec-14 As of Dec-15

Share capital 1.1 51.1 Share premium 10.2 513.4 Reserves (14.9) 0.1 Retained earnings (4.3) (2.5) Equity attributable to owners of the Company (7.8) 562.2 Non-controlling interests 0.2 0.1 Total equity (7.6) 562.3 Liabilities Loans and borrowings 981.9 523.7 Other non current financial liabilities 3.9 0.0 Employee benefits liabilities 7.7 2.8 Deferred income 6.9 8.3 Provisions 0.6 0.8 Deferred tax liabilities 74.7 72.3 Non-current liabilities 1075.7 607.9 Loans and borrowings 16.7 0.1 Trade payables 9.9 6.2 Other payables 62.3 54.9 Deferred income 40.1 46.7 Provisions 1.6 1.0 Current tax liabilities 6.2 11.1 Current liabilities 136.9 120.1 Total liabilities 1212.6 728.1 Total equity & liabilities 1204.9 1290.4

Assets (€m) Equity & liabilities (€m)

2015 Reported and Adjusted Net Income

29

2015 Reported EBITDA 144.6 Depreciation and software amortization (7.2) Amortization of (PPA related) intangibles (30.1) Net finance costs (100.7) Profit before tax 6.6 Income tax (4.0) 2015 Reported Net Income 2.6

Reported net income (€m) Adjusted net income (€m)

2015 Adjusted EBITDA 147.6 Depreciation (7.2) Adjusted EBITA 140.4 Amortization of [PPA related] intangibles Net finance costs (16.7) Profit before tax 123.7 Income tax (22.3) 2015 Adjusted Net Income 101.4 Excluding non-recurring items and equity share based payments upon IPO Acquisition related amortisation excluded from Adjusted Net Income definition Proforma post IPO interest costs 18% proforma taxes

Adjustments

Appendix

Introduction to Intertrust

Business overview at year end 2015

31

Netherlands 32% Luxembourg 22% Cayman Islands 17% RoW 21% Guernsey 8%

• Adj. revenue1: €345m
• Adj. EBITA margin1: 41%

Organic adj. revenue CAGR1: 8% Organic adj. EBITA CAGR1: 13% Global presence – Adj. revenue by geography1

Notes: 1. 2015 financials before specific items and one-off adj. revenue/expenses; CAGRs based on 2011-15 organic growth including FX 2. 2015 full-time employees (“FTEs”) 3. George Town 4. Road Town 5. Willemstad 6.

• St. Peter Port

Asia

Beijing Guangzhou Hong Kong Shanghai Singapore Tokyo

EMEA

Brussels Copenhagen Cyprus Dubai Dublin Geneva Helsinki8 Istanbul London Madrid Malmö Oslo8 Rotterdam Stockholm Zug Zürich Amsterdam Guernsey6 Luxembourg

Americas

Cayman Islands3 Atlanta Bahamas BVI4 Curaçao5 Delaware Houston New York San Francisco São Paulo Toronto 7. Management estimates for 2015 8. Following CorpNordic acquisition

Client Portfolio – Adj. revenue by client type1,7

Corporate 49% Fund 23% Private 19% Capital Markets 9%

A leading global provider of T&CS with strong market position Highly educated workforce providing high-value services worldwide Diversified client portfolio with high customer retention

26 countries8 36 offices8 40,000+ entities 1,714 FTEs2

Source: Company

Global expansion Ownership changes M&A

1952 Founded as one

• f the first

professional T&CS providers 2009 Acquisition by Waterland 2011 Intertrust acquires Close Brothers Cayman 2012 Intertrust acquires Walkers Management Services 2010 Opening of

• ffice in

Cayman Islands 2013 Intertrust acquires ATC Early 2013 Acquisition by Blackstone 2009 Opening of

• ffice in Ireland

2011 Opening of

• ffice in Cyprus

2012 Opening of office in Canada Early 2013 Opening of

• ffice in Brazil

2014 Intertrust acquires CRS 2014 Opening of

• ffice in Japan

2015 Opening of

• ffice in

Atlanta, US 2015 Intertrust acquires CorpNordic

32

October 2015 IPO, Listing on Euronext

A long history of continued growth, through organic global expansion and M&A

What we do – comprehensive range of services across the lifecycle of structures

33

1. Includes compliance services, escrow, intellectual property, treasury management services, SPV services, investor reporting, fund administration, depository services 2. Special Purpose Vehicle ("SPV"). SPVs are used in e.g. securitization and asset lease transactions Source: Company

Advisory regarding tax entities Assistance in legal and tax matters affecting businesses locally and globally Legal incorporation

• f entities

 Formation, implementation and subsequent domiciliation and legal and financial administration of entities  Services are offered to corporates, funds, SPVs2 and private clients with each customer group requiring specific services/expertise  T&CS providers offering management services, accounting and reporting services and other related services Conducted by authorised accounting firms Services require legal and tax specialists Principal service to set up an entity  Specific know-how and scale required  Complex nature of services necessitates a highly skilled workforce  Long-term relationships with business partners Requires independence

Legal and tax services Notary services Formation and implementation Domiciliation, management and trustee services Accounting and reporting Other specialised T&CS services1 Liquidation services Auditing

Intertrust focus – T&CS services

Commercial/ investment activities

• utside home

jurisdiction

Illustrative activities Position in value chain

Business partners

Legal and tax compliance Event driven Event driven Ongoing maintenance services

34

Regulatory changes are largely positive for Intertrust and the T&CS industry, driving ARPE growth (more work on existing entities) and volume growth (increased outsourcing benefits)

Increased revenue per entity Increased competitive advantage for large players Increased outsourcing Impact on market dynamics Impact on Intertrust Regulators' goals Examples of measures Increased transparency and reporting requirements US Foreign Account Tax Compliance Act ("FATCA") EU Alternative Investment Fund Managers Directive ("AIFMD") Common Reporting Standard Increases administrative workload and potential costs for clients Forces out smaller T&CS providers due to increasing complexity/requirements to comply with regulation Prevent aggressive tax planning practices OECD recommendations against Base Erosion and Profit Shifting ("BEPS") Amendment to EU Parent Subsidiary Directive Anti Tax Avoidance Package by EC Key tax and non-tax related drivers for setting up entities remain strong These measures may reduce tax advantages for certain client entities, but are not expected to materially impact the overall rationale to set up client entities Prevent tax evasion, fraud and terrorist financing FATF 2012 Recommendations EU Anti-Money Laundering Directive IV EU Anti-Money Laundering Regulation Intertrust does not service these types of clients Increase regulatory compliance costs to all clients Improve the quality of the T&CS industry

Source: Company; Market reports

Our clients operate in an increasingly regulated environment with growing compliance requirements benefitting Intertrust