Kistefos AS Bond Investor Presentation 23 April 2019 Disclaimer - - PowerPoint PPT Presentation

23 April 2019

Kistefos AS

Bond Investor Presentation

Disclaimer

This presentation (the “Presentation”) has been produced by Kistefos AS (the “Company” or “Kistefos”) solely for presentation to potential investors in connection with the proposed issue of bonds (the “Bonds”) by the Company as described herein (the “Bond Issue”). This presentation is strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person. This Presentation is furnished by the Company, and it is expressly noted that no representation or warranty, express or implied, as to the accuracy or completeness of any information included herein is given by ABG Sundal Collier ASA or DNB Markets (the “Managers”), and that nothing contained in this Presentation is or can be relied upon as a promise or representation by the Managers, who disclaim all and any liability, contingent or otherwise, to any investor or third parties, or any responsibility whatsoever, for the correctness, quality, accuracy, pricing, reliability, performance or completeness of the data or information provided herein or for any

• ther aspect of the performance of these materials, whether arising in tort or contract or otherwise, and nothing contained herein shall be relied upon as

a promise or representation whether as to past or future performance. This material may include estimates and projections and involve significant elements of subjective judgment and analysis. By attending or receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company’s business. The information in this document and any other materials related to a potential investment in bonds which have been, or may in the future be, provided to prospective investors is furnished on a confidential basis exclusively for your use and retention. This confidential document is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any bonds described herein. The Bonds may not be purchased except pursuant to the bond documents which should be reviewed in its entirety prior to investment. Potential investors are urged to consult a professional advisor regarding the possible economic, tax, legal, or other consequences of entering into any investments or transactions described herein. AN INVESTMENT IN THE COMPANY'S BONDS INVOLVES A HIGH LEVEL OF 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 E.G. 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 OR OTHER RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION.

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Disclaimer cont’d

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 numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the Company's control, and other factors that may cause actual events to differ materially from any anticipated

• development. Neither the Company, the Managers nor 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 do 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. No obligation, except as required by law, is assumed to update any forward-looking statements or to conform these forward-looking statements to the actual results. 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 Bonds 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. 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. 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 PRIVATE TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING) OR A "MAJOR U.S. INSTITUTIONAL INVESTOR" AS DEFINED IN SEC RULE 15A-6 TO THE U.S. EXCHANGE ACT OF 1934 AND (II) OUTSIDE THE UNITED STATES 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 OR A "MAJOR U.S. INSTITUTIONAL INVESTOR".

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Disclaimer cont’d

The Bonds will not be registered under the applicable securities laws of Canada, Australia or Japan and may not be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia or Japan except pursuant to an applicable exemption from applicable securities laws. The contents of the Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice. This Presentation speaks as of the date set out on its front page. 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. Neither the Company nor the Managers intend to assume or assume any obligation to update the Presentation or any of the information included herein. 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. This Presentation is governed by Norwegian law and any dispute in connection with this Presentation or the Bond Issue shall be subject to the exclusive jurisdiction of the courts of Norway.

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Risk factors

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A number of risk factors may adversely affect Kistefos AS (the “Company” or “Kistefos”) and its subsidiaries (the “Group”). Below is a brief summary of some of the risk factors relevant for the Group. Any of the following risks could cause the trading price or underlying value of securities issued by the Group to decline, and all or part of an investment being lost. The risks described below are not, and are not meant to be, exhaustive, and other risks not discussed herein may also adversely affect the Group, its operations and future prospects. The Bonds may not be a suitable investment for all investors: Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds; (ii) have access to and knowledge of the appropriate analytical tools to evaluate an investment in the Bonds; (iii) have sufficient financial resources and liquidity to bear the risks associated with investment in the Bonds; (iv) understand the terms of the Bonds and the behavior of the relevant financial markets; and (v) be able to evaluate possible scenarios for economic interest rate and other factors that may affect its investment. Kistefos is an investment company which is exposed to volatility in the value of its assets Kistefos is an active investment company with exposure both in terms of its ownership and its receivables towards companies that operate within a variety of different sectors, including the financing, telecom, real estate, shipping and offshore sectors. The Company’s risk is financially driven and connected to the underlying development of the companies in which the Company has invested. Acquisitions of companies or businesses, in whole or in part, are subject to various risks. Macroeconomic developments, developments in charter rates, oil prices, real estate prices, regulatory and political risk, operational risk, counterparty risk, the companies' operational performance and successful achievement of strategies etc., may all impact on such risk, and are largely outside Kistefos' control. Some of the markets in which Kistefos' portfolio companies are active, notably the dry bulk market and the offshore market, are currently experiencing challenging market conditions. This has affected and may continue to affect Kistefos negatively. As a shareholder, the equity position of the Company will rank behind creditors in the event of liquidation or bankruptcy of any Group company. In turbulent markets, or other challenging situations, certain portfolio companies may require further funding from their shareholders and/or other concessions from

• stakeholders. Kistefos is exposed to risk related to capital markets volatility with respect to the pricing and value of its listed assets. Certain of the industries

in which the Company is invested are volatile, especially the shipping industry and the offshore sector. The portfolio may change over time, and there may be changes from time to time with respect to which companies are consolidated in the accounts. As an investment company with a predictable cost base the Company’s operational risk is limited. Risk related to upstreaming of cash As a holding company, Kistefos depends on adequate liquidity through upstreaming of cash and dividends from portfolio companies in order to service its debt and operational expenditures. The performance and financial position of the portfolio companies will affect such companies’ ability to pay dividends and to repay any outstanding intragroup receivables as well as Kistefos’ opportunities for new investments and divestments. Kistefos' ability to upstream cash could also be affected by changes in tax laws or other regulations or contractual restrictions on portfolio companies. Any limitation on the ability of Kistefos' subsidiaries to pay dividends to it could have a material adverse effect on its ability to conduct its business.

Risk factors cont’d

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Investments in unlisted companies and partly owned companies Kistefos is involved in a number of unlisted companies. Such investments are by their nature illiquid, and the Company may not be ableto carry out a successful exit from, or realize the underlying values in, such companies. Furthermore, many of Kistefos' investments are in companies which are not 100%

• wned by Kistefos, and accordingly disagreements or disputes with other shareholders or management in such companies may have a material adverse effect
• n the investments or Kistefos' ability to upstream cash from such investments.

Risk associated to operations in foreign currencies Some of the Group companies operate in international markets which lead to various types of currency exposure and exchange rate fluctuations which may affect the Group’s results of operations. Currency risks arise through ordinary, future business transactions, capitalized assets and liabilities, and when such transactions involve cash flows in a currency other than the functional currency of the respective company. In addition, currency risk may arise from investments in foreign subsidiaries or other investments. Management of operational risk primarily takes place at the underlying operating companies with established hedging policies in order to reduce exposure and fluctuations in foreign currencies. Financial risk and exposure The Company is exposed to several types of financial risk, especially liquidity and interest rate risks. Liquidity risk is associated with the Company being unable to meet its financial obligations as they fall due. Kistefos’ interest rate risk arises from long-term borrowings and receivables. Borrowings and receivables issued at variable rates expose the Company to cash flow interest rate risk. Risk associated to guarantees Kistefos may from time to time issue guarantees on behalf of subsidiaries. Failure by a subsidiary to fulfil a guaranteed obligation may accordingly impact Kistefos’ earnings and debt service capabilities. Current guarantees are limited compared to Kistefos’ balance sheet and Kistefos’ strategy is to keep this at a limited level going forward. Risk associated to financing and cost of debt Kistefos’ financing strategy includes both the use of bond and bank financing, and Kistefos is accordingly exposed to refinancing risk in the bond and bank

• markets. In addition, and dependent on the prevailing market conditions if and when Kistefos engages in refinancing activities, the Company is exposed to

fluctuating interest rates and margins which may be below or above current cost of debt. Kistefos is also indirectly exposed to risk related to financing arrangements and cost of debt in the companies in which it is invested. If the Group’s future revenues decline, or if the Group is unable to attract investors to increase the Group’s equity, or if new debt arrangements and/or capital expenditure financings in general are not accessible, or only on unattractive commercial terms, the Group will experience a limited ability to conduct its business. There is no assurance that additional funding, if required, will be available on acceptable terms at the relevant time. Taxation The Company aims at securing a beneficial tax structure. However, the Company cannot guarantee an optimal tax treatment at all times. The Group may be negatively affected by changes in tax laws or in the interpretation of tax laws.

Risk factors cont’d

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Management and other personnel The Group is substantially dependent on the services of key personnel and the loss of the services of these individuals could have a material adverse effect on the business of the Group. There can be no assurance that the Group will be able to continue to attract and retain all personnel necessary for the development and operation of its business Litigation The Group may from time to time be involved in, or subject to, legal, governmental, regulatory, litigation or arbitration proceedings, the outcome and/or cost

• f which may have a material adverse effect on the Group. The Group’s insurance protection may not be applicable or sufficient in all cases and/or insurers

may not remain solvent. This may have a material adverse effect on the Group's reputation, business, financial position, results of operations and cash flows. Insurance The insurance policies of the Group companies may not fully protect them against all risks and losses to which each of them may be exposed. Accordingly, the Group could incur substantial losses if an event which is not fully covered by insurance occurs. Regulatory and political risks The Group is engaged in various business in various countries and are exposed to a number of different laws and regulations. The Group is exposed to risk as to compliance with such regulations and to changes in regulations or in how they are applied and to general political risks associated with international investments. Restrictive covenants The bond agreement relating to the Bond Issue will provide certain general restrictions on the Group from certain actions. Such restrictive covenants may include, but are not limited to, restrictions on asset sales and acquisitions, the ability to pay dividends or other capital distributions, enter into certain financing transactions with affiliates, and the possibility to raise certain forms of additional financial indebtedness. The restrictions in the terms and conditions of the bond agreement may prevent the Group from taking actions that it believes would be in its best interest, and may make it difficult for the Group to execute its business strategy successfully or compete effectively with companies that are not similarly restricted. Risks related to trading in the Bonds There can be no assurance that any liquid market for trading in the Bonds will develop or that bondholders will be able to sell their bonds or as to the prices at which bondholders would be able to sell the Bonds. The Bonds could trade at prices that may be lower than the principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar bonds, the Group's and the Company's financial performance and

• utlook, general economic and market conditions and other factors, many of which are beyond the Issuer's control.

Risks related to amendments and waivers The bond terns will permit defined majorities to make decisions affecting and binding all bondholders, including as to amendments to or waivers from the provisions of the bond terms. Furthermore, the Bond Trustee may, without the consent of the bondholders, agree to certain modifications of the bond agreement and other finance documents which, in the opinion of the Trustee, are appropriate.

Key terms1 of the contemplated bond issue

Issuer Kistefos AS Use of proceeds Refinance KIST04 and general corporate purposes Initial amount Minimum NOK 750 million Borrowing limit NOK 1,350 million Tenor 4.0 years Status Senior unsecured Coupon 3m NIBOR + [•]% p.a., quarterly interest payments Amortization Bullet Call Options (American), all or parts2 Make whole first 42 months, callable at 100% of par last 6 months Special covenants Negative pledge for Issuer (with carve-out of NOK 400m), financial indebtedness restrictions, financial assistance restrictions and co-investment restrictions, with customary carve-outs and exemptions for certain items Distributions

• Max. 50% of consolidated net profit after taxes for the previous financial year

Financial covenants (unconsolidated parent covenants)

• Market Adjusted Equity Ratio of minimum 50%
• Market Adjusted Equity of minimum NOK 2,500 million
• Liquidity of minimum NOK 50 million
• With recalculation mechanism (Net Asset Value based) if in breach

Change of Control Put option @ 102% of par value Advanzia debt limitation Limitation on secured debt related to Advanzia (either through share pledge or structural subordination) with a carve-out of maximum NOK 500 million Advanzia Material Disposal Put Option If the Issuer no longer owns (directly or indirectly) more than 50% of Advanzia Bank @ 100% of par value Listing Nordic ABM Trustee / governing law Nordic Trustee / Norwegian Joint Lead Managers & Bookrunners ABG Sundal Collier and DNB Markets 1) See Term Sheet for further details 2) Fix at ~ 2 year Norway Government Bond +50bps (at the close of books) 8

Key investment highlights

Proven investment track record Moderate gearing – strong asset- backing Proven ability to de-risk

• Proven successful investment and exit track record, including companies like Infront, Phonero, Bergmoen, yA Bank

and CNEI

• Recently completed a sale of three Icebreaker vessels in Viking Supply Ships, which had a phenomenal positive effect
• n net profit of SEKm 2,495
• In total, exits have generated gross proceeds of NOKbn ~4.4 to Kistefos since 2013
• Value-adjusted equity estimated to NOKbn 5.4 as of YE2018, providing strong asset backing for bond investors. A part
• f the asset backing is Viking Supply Ships current fleet of four unlevered ice classed vessels
• Market-adjusted equity as defined in the KIST04 and 05 bond covenant was NOKbn 5.1 as of YE2018 vs. NOKbn 2.5

required

• Net interest-bearing debt in Kistefos AS as of YE2018 was NOKbn 1.8, implying a loan to portfolio market value of

~25%

• Proceeds from sale of portfolio companies have partly been used for deleveraging and strengthening the balance

sheet

• Reduced exposure towards cyclical industries such as offshore and logistics services over the past years
• Strategy of stand-alone financing of portfolio companies, currently only NOKm 300 debt with recourse to parent

1 2 4 Solid dividend capacity from portfolio companies

• NOKbn 2.0 in dividends received since 2013, with Advanzia currently as the most important source
• Main investment Advanzia Bank has a ten year history of strong, controlled and profitable growth under Kistefos’

majority ownership, with a 33% annual net profit growth and 25% annual loan growth since 2010

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KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

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Kistefos in brief

• Kistefos AS was established in 1998 when Mr. Christen Sveaas

merged his various investment vehicles into one company

• Kistefos has major investments in financial services,

telecommunications, IT, commercial real estate development, shipping, logistics, offshore services and various financial investments

• Value creation is achieved through financial and industrial

expertise in core sectors and active ownership – investments range from start-ups to mature companies and the investment mandate is flexible with respect to horizon and asset classes

• Experienced team and strong owner with proven track record in

value creation and executing successful transactions across sectors

• Kistefos’ investment portfolio is mainly focused towards Europe,

and is managed from Oslo, Norway

The Company

Christen Sveaas Founder, chairman and

• wner

Founder & owner

• Christen Sveaas has more than 40 years of

experience with investment companies

• Mr. Sveaas has had several board positions,

including Treschow-Fritzøe AS, Board member

• f Stolt-Nielsen SA, Orkla ASA,

SkipsKredittforeningen AS, Vestenfjeldske Bykreditt AS, Tschudi & Eitzen Shipping AS, and he has served as senior advisor to EQT, Sweden

• Mr. Sveaas is presently Executive Chairman of

Kistefos AS and A/S Kistefos Træsliberi, Vice Chairman of the board of The Kistefos Museum Foundation and Chairman of Anders Sveaas' Allmennyttige Fond, a Norwegian charitable

• foundation. He is member of Dean's Council’s

Executive Committee, Harvard Kennedy School, Boston, USA

• Mr. Sveaas is a member of Tate International

Council, and a founding member of the Metropolitan Museum International Council. Further, he is a Global Patron of Art Basel

• Mr. Sveaas is educated at University of St.

Gallen, Switzerland. Lic. Oec. HSG

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Portfolio values (December 31, 2018) Comments

• Kistefos currently holds a portfolio of ~ a dozen companies

where the Company has an influential stake, plus a few financial investments with smaller stakes

• Total portfolio market values of NOKbn ~7.3 as of 31 December

2018 using Kistefos’ own valuations

• Advanzia valuation is based on a price-to-earnings multiple equal

to the average of a peer group consisting of Bank Norwegian, Komplett Bank, Resurs Bank and TF Bank as of 31 December 2018, which read a 7.9x on a consensus 2018e basis

• Current bond loan agreements (KIST04 and KIST05) values

Advanzia at 12xe implying a total portfolio market value of NOKbn 8.7

• The value of the investment in Viking Supply Ships is based on

prevalent vessel broker values relative to book values

• Valuation of other portfolio companies are based on internal

valuations

• KIST04 and KIST05 bond of NOKm 710 (net of own bonds) and

1,000 respectively, a NOKm 450 bank facility and cash/equivalents of NOKm ~510 brings value adjusted equity to NOKbn 5.4 as of year end 2018 using Kistefos’ own valuations

• Based on bond covenant reporting as of 31 December 2018, the

market-adjusted equity is NOKbn 5.1

12 7.3 4.9 5.4 2.2 0.2 0.5 Portfolio market value Bond and bank debt Other debt Cash and cash equivalents Value adjusted equity 1) Company’s own valuation

Portfolio market value of NOKbn ~7.3 as of December 31, 2018

NOKbn

Financials Technology and services Logistics &

• ffshore services

NOKbn ~7.31

Company Description Industry Ownership

• Advanzia Bank S.A. (“Advanzia”) is a credit card bank based in Luxembourg, offering no-

fee credit cards and deposit accounts to customers within the EU. Germany is the main market, additional markets include France, Austria, Luxemburg and Spain

Financials

• Viking Supply Ships (“VSS”) has world leading expertise in operations in areas with ice

and extreme weather conditions

Offshore Services

• Western Bulk Chartering (“WBC”) is one of the world’s leading logistics operators in the

Handymax and Supramax market

Logistics

• Oslo Airport City was established in 2016 by a consortium of experienced entrepreneurs

in real estate and land development by purchasing several prime located land areas in the Gardermoen area outside of Oslo. Built around the previous Kistefos companies of Bergmoen and Gardermoen Forum

Real Estate

• Kappa Bioscience develops and sells ultra high purity synthetic K2 (MK-7), a vitamin for

both bone and heart health

• Kappa Bioscience focuses on the worldwide food supplement and fortified food markets,

where vitamin K2 is currently gaining stronger momentum

Life Sciences

The key investments are diversified across sectors and provide liquidity through dividends or potential for realizations

60.3% 78.3% 75.0%1 27.0%

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53.5%

1) Ownership before guaranteed equity raise in Q2 2019

Company Description Industry Ownership

• The NextGenTel Group is a major player in providing fixed and mobile Internet

communication services to consumers and businesses with a #2 position within xDSL broadband in the Norwegian market

• The range of services covers access independent broadband, data net, Ethernet, VoIP,

mobile and TV. In addition, the Group provides VoIP services to consumers in Denmark, Switzerland and the Netherlands

• 1881 Group owns Opplysningen 1881 and Digitale Medier 1881, which combined is the

leading Norwegian provider of personal and corporate directory services via phone, SMS, web and mobile applications

• Promon is a Norwegian technology company specializing in securing software

applications within the cyber-security segment. Promon focuses on solutions that are incorporated into applications, and can recognize and prevent attacks without human intervention - so-called RASP (Runtime Application Self Protection) technology

• TradeIX is rewiring trade finance by providing the most connected and secure platform

infrastructure for banks, asset managers, B2B networks and value added service

• providers. Built on distributed ledger technology, the platform’s applications, developer

tools, and core protocol represent the dawn of the “internet of trade”

• The Company provides trade finance solutions on its platform unlocking billions of

working capital that has not yet been accessed by financial institutions or alternative funders

• The Company launched a pilot project in the first part of 2018 where 12 banks are

currently testing a beta version of the platform

Kistefos has a strong TMT track record and the recent acquisition

• f NextGenTel further strengthened the portfolio

30.4% 27.8%

14

100% 100%

Sale of vessels in 2018 boosted net profit and liquidity

15

Three PSVs sold

• Entered an agreement 27th June ’18 to sell three medium sized

PSVs:

• Freyja Viking (built 2007)
• Nanna Viking (built 2006)
• Sol Viking (built 2006)
• Freyja and Sol had been in lay up since March ’16, while the Nanna

Viking had been in cold lay-up since September ’15

• On the back of continued weak OSV market

fundamentals, with several of the Company’s vessels in lay-up for a longer period of time, Viking decided to put certain assets for sale

• In June 2018, VSS announced the sale of

three PSVs, with an estimated negative impact on net profit of USDm 12

• In August 2018, Viking reported the sale of

three Icebreakers, which had a positive impact on net profit of SEKm 2,495. The announcement had a positive share price impact of SEK ~185 implying a market cap increase of SEKbn 1.6

• In Q4 2018 VSS sold the two remaining PSVs

and the three remaining small bulk vessels

• Currently VSS’ fleet consists of four ice

classed AHTS and one regular AHTS (Odin Viking) where the latter is listed for sale

• Proceeds from the divestments has partially

been used to repay all of VSS’ bank debt Comments

Q2

• VSS announced 10th August ’18 it had sold its three Icebreakers to

Her Majesty the Queen in Right of Canada:

• Tor Viking
• Balder Viking
• Vidar Viking
• The transaction was closed 5 September 2018 and is estimated to

have a positive impact on the net results for VSS of SEKm 2,495

• Average age of 18 years for the three vessels

Q4

Three Icebreakers sold

Q3

Two PSVs and three small bulk vessels sold

• VSS entered into an agreement to sell the remaining two PSVs to a

new owner:

• Frigg Viking
• Idun Viking
• The remaining three small bulk vessels owned through

TransAtlantic AB have been sold and delivered to new owners during Q4 2018. This sale had a positive P&L effect of SEKm 4

Kistefos has remained active recently

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Sept/Dec 2017

• Kistefos owned ~31% of the

shares in Infront pre-IPO

• The IPO closed late September

and valued Infront at NOKm 498 pre-money

• Kistefos controlled ~8.9% post

transaction

• Kistefos AS sold remaining

shares in Infront for NOK 24.5 per share, total NOKm 57

January 2018

• In January 2018, VSS

successfully negotiated a restructuring with the banks with adjusted loan terms, including reduced instalments and interest payments until the first quarter of 2020

• As part of the restructuring,

Kistefos invested SEKm 98 in a rights issue raising SEKm 123 in total proceeds

Significant events during the last years

Nov./Dec. 2017

• Kistefos purchased ~3.1m and

1m shares in Sevan Marine ASA during November and December 2017, respectively, representing 11.2 % of

• utstanding shares.
• Sevan’s technology assets was

sold to Sembcorp in July 2018 for USDm 39

June 2018

• In June 2018, TradeIX closed a

new investment round of USDm 16, increasing its

• wnership stake to 27.8%
• Funding to be used to boost

hiring, further accelerate customer acquisition and to invest in the development of the Company’s open platform for trade finance

August 2018

• VSS sold its three Icebreakers

(AHTS) Tor Viking, Balder Viking and Vidar Viking with an estimated impact on net profit of SEKm 2,495, booked in Q3’18

• In June 2018, VSS announced

the sale of three PSVs

Jul./Nov.2018

• Kistefos increased its
• wnership in Instabank ASA

taking total ownership to ~22.6%

• Ownership further increased to

25% in February 2019

Mar./Apr. 2019

• Kistefos acquired the

remaining shares (75%) in NextGenTel Holding ASA (“NGT) through a voluntary

• ffer in March/April 2019
• The offer price for NGT was

NOK 14 per share, representing a total MCAP of NOKm 326

• As a result of the acquisition,

NGT will be de-listed from Oslo Stock Exchange

April 2019

• Guaranteed an equity issue in

Western Bulk Chartering of USDm 15 with Ojada AS to ensure a strong financial platform and support further growth

• The NOKm 300 bond was

repaid, allowing for a more

• ptimal financial structure

November 2018

• Kistefos participated in an

equity issue in Panoro Energy ASA, investing NOKm 80 for an

• wnership stake of 8.0%
• Kistefos has later increased its
• wnership stake to

approximately 10%

A proven track record of successful exits…

Company Kistefos Ownership Exit year Gross Exit value (Kistefos’ share) Multiple to cost1 Description

78%

• Profit from sale of

SEKm 2,495 n/a

• VSS announced 10th August ’18 it had sold its three Icebreakers to Her Majesty the

Queen in Right of Canada

• The transaction was closed 5 September 2018 and had a positive impact on the net

results for VSS of SEKm 2,495

• Average age of 18 years for the three vessels

31% 2017 NOKm 170 5.7x

• Infront offers electronic trading solutions and real-time market data, news and

analytics covering over 50 exchanges worldwide

• Listed on Oslo Børs September, 2017

57% 2016 NOKm 392 1.8x

• Holder of ~1,000,000 sq.m. of land close to Oslo Airport
• Sold to a consortium of investors with a reinvestment of NOKm 205 for a continued
• wnership

20% 2016 NOKm 400 2.7x

• Sold to Telia Company AB

57% 2015 NOKm 750 10.7x

• Second largest business telecom provider in the Norwegian market
• Sold to Norvestor, with re-investment of NOKm 152 for a continued 20.1% ownership

29.9% 2015 NOKm 461 6.7x

• Provides consumer loans and credit cards to Norwegian clients through a no-branch,

fully digital distribution model

• Sold to Resurs Bank, yielding a strong return to Kistefos

100% 2015 NOKm 218 1.6x

• Chinese private equity fund investing in Chinese companies with exposure to domestic

growth across a wide range of sectors and industries 100% 2013 NOKm 317 3.7x

• Sells directory listings and banner advertising on www.1881.no
• Spin-off from Opplysningen 1881 ultimo 2010
• Sold to Amedia AS, yielding a strong return to Kistefos

CNEI

17 1) Including dividends

317 2,857 4,439 273 21 750 187 394 33 10 461 72 97 1,549 10 218 34 13 2013 2014 2015 2016 2017 2018 SUM

…has released significant liquidity over the past years…

Realized investments (NOKm) Comments

• Divestments of NOKbn ~4.4 since 2013

within IT/telecom, shipping & offshore, finance and real estate

• During 2017, close to NOKm 600 was

realized (mainly sale of remaining part of Phonero and IPO and sale of shares in Infront in September/December 2017)

• During 2018, the sale of the three

Icebreakers has resulted in significant net cash inflow to VSS after repayment of directly related bank debt1

CNEI

18 1) Note: Proceeds is based on net sales less repaid debt associated with the Icebreakers, adjusted for Kistefos’ ownership. Dividend from the sale was provided for in 2018 accounts and settled in March 2019

56 78 37 45 30 40 30 179 87 162 61 198 72 66 781 8 13 46

2013 2014 2015 2016 2017 2018*

Opplysningen 1881 Advanzia Western Bulk Viking Supply Ships Phonero

…combined with solid annual dividends from the portfolio…

Dividend history – portfolio companies (NOKm) Comments

• Advanzia is the primary source of

dividends, and has demonstrated strong dividend capacity since 2013 (paid out EURm 95 in period 2013-17 on 100%

• basis. Net profit after tax of EURm 172 in

the same period)

• Opplysningen 1881 has a history of strong

and consistent free cash flow with NOKm 246 in dividends to Kistefos since 2013 – strong dividend capacity expected to continue

• Western Bulk and Viking Supply Ships

have contributed with NOKm 1,117 in dividends since 2013

• Kistefos will continue to keep investments

contributing with dividends to the parent company

• FY2019 is likely to another year with

significant dividend inflow from the portfolio

292 342 236 207 91

6y avg. NOKm ~332m

19 1) Dividend from VSS was provided for in 2018 accounts and settled in March 2019

821

1

328 392 614 668 668 200 800 680 710 600 1,000 497 332 300 300 450 1,151 1,325 381 839 1,055 1,797

2013 2014 2015 2016 2017 2018

KIST01 KIST02 KIST03 KIST04 KIST05 Bank Net debt

…has kept net interest-bearing debt at a comfortable level

Outstanding debt in Kistefos AS (NOKm) Comments

• Current interest-bearing debt consists

primarily of unsecured bond debt

• The nominal amount of KIST04 is NOKm

1,000, but the Company repurchased NOKm 290 giving a net balance per YE2018 of NOKm 710

• KIST05 has a nominal outstanding

amount of NOKm 1,000

• KIST01, KIST02 and KIST03 were repaid

at maturity

• NOKm 450 bank financing is debt in a

subsidiary with share pledge in Advanzia Bank and guarantee from Kistefos AS. NOKm 150 was repaid in Q1 2019

• The net proceeds from the VSS Icebreaker

sale is not included in the net debt as the dividend payment from VSS for 2018 was received in March 2019

1,592 668 1,100 1,580 1,439

20

2,160

Not including the effect of the VSS vessel sale

KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

21

Advanzia Bank – Q1 2019 trading update

22

Recent developments Financial and KPI development

• Advanzia credit card portfolios continues to grow inn all of its

active markets

• The Spanish market entry shows promising first signs with

more than 2,000 active clients onboarded

• At the end of the first quarter, Advanzia closed the purchase
• f the bank card operations of Catella Bank in Luxembourg

adding over 65 banks to the Professional Card Services business line

• The net profit for the period had a strong growth of 44.7%

YoY

• Interest income on credit cards increased with the loan

balance while funding costs for deposits decreased markedly. As a result total income of EURm 60 increased by +2.8% QoQ and +24.8% YoY

Net profit (EURm)

11.1 12.1 14.6 12.2 13.2 12.8 20.9 17.7 18.9% 5.6% 42.9% 44.7% Q2 Q3 Q4 Q1 2017-2018 2018-2019 Net profit growth (YoY)

Net interest income (EURm)

40.2 41.8 44.3 46.5 50.3 54.1 56.7 57.7 25.0% 29.5% 28.2% 24.0% Q2 Q3 Q4 Q1 2017-2018 2018-2019 Net interest income growth (YoY)

Number of active credit card clients (‘000)

633 677 718 758 805 853 901 931 967 3.1% 6.9% 6.1% 5.6% 6.2% 5.9% 5.7% 3.3% 3.9% Q1 17 Q2 17 Q3 17 Q4 17 Q1 18 Q2 18 Q3 18 Q4 18 Q1 19 Non-delinquent active clients Growth 2017 2018 2019 2017 2018 2019

n.a. 97 160 164 226 306 405 499 605 732 890 1,170 1,399 1,424 10% 20% 23% 26% 34% 40% 48% 44% 41% 41% 38% 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Q1 2019 / LTM

Advanzia Bank – a consistent growth story…

• Advanzia Bank S.A (“Advanzia”) is a Luxembourg-based fully digital bank incorporated in 2005

focusing on the European market

• Current product offering comprises revolving no-fee Mastercard Gold credit cards for B2C and

B2B, traditional deposit accounts as well as professional card services for banks and financial institutions

• Highly scalable business model with no physical branches – characterized by attractive interest

margins, cost efficient operations and moderate credit losses

• EEA cross-border banking license granted from the CSSF – current operations in Luxembourg,

Germany, France, Austria and Spain

• Impressive track-record of delivering more than ~38% ROE since 2014
• The bank’s growth in Germany is superior compared to the general market growth and the bank

has become the largest issuer of revolving MasterCard credit cards in the country Company description Ownership overview

60.3% 7.8% 4.9% 15.0% 12.0% Skips AS Tudor (Wilhelmsen) Sundt AS Founders Seed investors and other

Advanzia Bank commences banking

• perations

Advanzia enters France Advanzia enters Austria Advanzia managed well through the financial crisis, while lowering funding costs Acquisition

• f French

customer loan portfolio 23 Net loans (EURm) ROE(%) Enters Spain & acquired card servicing

• perations

from Catella

50 100 150 194 246 327 425 529 642 772 940 1,229 1,492 1,515

• 4
• 8
• 6

2 6 9 13 21 28 36 40 47 59 65 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 Q1 LTM

…providing an impressive and consistent value creation over more than a decade

Financial developments – 2006 – Q1 2019 Comments

• Advanzia Bank is Kistefos’ most important

investment

• Kistefos has been the majority shareholder

since 2006 and instrumental in the long- term focus and development of the bank

• Through active ownership including

industry expertise and the right management, Advanzia has managed impressive and consistent value creation through economic cycles

• Strong and consistent growth with a loan

growth CAGR of 25% since 2010

• Loan losses of 4.6% in 2018, negatively

affected by the transition to IFRS 9

24 Gross loan balance (EURm) Net profit (EURm)

Loan growth from 2010 (CAGR)

25% 33%

Net Profit growth from 2010 (CAGR)

~863,000 active credit card customers Present since 2006

A snapshot of Advanzia Bank S.A.

HQ

~46,000 active credit card customers Present since 2012 ~57,000 active credit card customers Present since 2015

967k

Active credit cards

EUR 1,515m

Gross loan balance

EUR ~1,4501

• Avg. outstanding

17.7%

Credit card yield

102

• Avg. credit score

34.7%/20.9%3

Cost/Income ratio

38.3%

ROE

16.8%

Tier1 ratio (incl. interim profit)

Size Risk Performance Solidity

Key figures (Q1 2019)

25

Entered in 2018 and 1,500 active clients

• nboarded per Q1

2019

1) Average based on good active customer base - FY2018 2) Internal application score (1(highest risk) – 20 (lowest risk)) - FY2018 3)

• Incl. /excl. customer acquisition costs

378 445 525 614 758 939 967 24 25 27 31 33 39 41 2013 2014 2015 2016 2017 2018 Q1 2019 Active credit card ('000) Depositors ('000)

Stellar financial history with controlled and profitable growth

Key financial figures1 Comments

• Advanzia has delivered strong growth

combined with high margins and profitability, while maintaining a strong balance sheet

• High customer acquisition spend

implies higher potential underlying profits, as CAC can be cut to boost profits significantly

• High credit card yield of ~17-18% and

decreasing funding costs

• Low cost/income in the mid 30s
• Deposits are the primary source of

funding and are managed according to prevalent liquidity needs

• IFRS9 adopted in the beginning of

2018

Active cards and deposit customers Net loan balance (EURm) Net interest income (EURm) & NIM (%) Profitability Cost/income ratio (%) Capital adequacy

1) 2017 number includes portfolio acquired in France in H1 and 2018/2019 impacted by IFRS9 26

499 605 732 890 1,170 1,399 1,424 30 37 41 49 59 94 91 23.3% 21.4% 20.9% 21.7% 31.4% 19.6% 19.3% 2013 2014 2015 2016 2017 2018 Q1 2019 Value adj. Net loan balance Net loan balance growth (%, YoY) 34.2% 32.0% 33.6% 36.2% 38.6% 35.5% 34.7% 20.8% 19.7% 20.6% 21.5% 23.2% 21.5% 20.9% 2013 2014 2015 2016 2017 2018 Q1 2019 LTM Cost/income ratio (%) Cost/income ratio excl. acq. (%) 21 28 36 40 47 59 65 11 13 15 20 26 30 31 34% 40% 48% 44% 41% 41% 38% 2013 2014 2015 2016 2017 2018 Q1 2019 LTM Net profit Customer acq. cost ROE (%) 16.1% 11.2% 10.9% 10.4% 10.5% 13.4% 14.5% 1.0% 2.7% 2.2% 2.8% 2.8% 1.5% 1.5% 1.3% 0.9% 0.7% 0.8% 16.1% 12.2% 15.0% 13.8% 14.2% 16.9% 16.8% 2013 2014 2015 2016 2017 2018 Q1 2019 CET1 Interim profit T1 capital 72 91 111 133 163 208 17.0% 17.0% 17.1% 16.8% 16.2% 16.3% 2013 2014 2015 2016 2017 2018 Net interest income (EURm) NIM (%), credit cards

KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

27

Western Bulk Chartering

Company description Key financials and ownership structure1

• Western Bulk Chartering AS (“Western Bulk”) Western Bulk

Chartering is a global dry bulk operator with an untraditional business model; Asset light, trading-oriented and decentralized, with risk management as a key component

• The Company is a major operator of Supramax and large Handysize

tonnage, and is currently operating 150-170 vessels

• Western Bulk matches cargo with vessels in all market conditions;

leasing vessels from various vessel owners and transporting cargo for a large number of customers worldwide

• To ensure a strong financial platform and support further growth, the

Company has secured new debt financing and raised USDm 15 in

• equity. The NOKm 300 bond was repaid in full 19 April, allowing for a

more optimal financial structure

• The dry bulk market has had a very weak start to 2019 with reduced

volumes due to the ongoing trade war and concerns of weaker global

• growth. The Supramax market has improved somewhat from the low

point in February

• Western Bulk’s business model is mostly focused on short term
• commitments. In Q1 2019 Western Bulk has repositioned the

tonnage portfolio in light of a lower market

• The first half of 2019 is expected to be impacted by a delayed market

recovery combined with contracts in Chile running into the first quarter of 2019, while preparations for the IMO 2020 sulphur cap is expected to provide opportunities in the second half of the year

USDm

2

2015 2016 2017 2018 Net TC 44.5 4.4 40.5 31.6 EBITDA 9.1

• 19.2

8.3 5.2 Result a. tax 7.2

• 20.1

4.3 4.2 Total assets 117.3 98.6 101.4 120.3 Book equity 47.1 13.8 20.2 24.1

Ojada 9.2% Other 15.8% Kistefos 75.0%

1) Ownership before guaranteed equity raise 2) Adjustments: FY 2016 annual result is excluding USDm -16.9 in losses, write-offs, provisions, and other impairment charges with no cash effect. FY 2015 figures are excluding USDm -23.3 in write-off 3) Source: Market capitalization: Netfonds 15/04/19 – Baltic Exchange Dry Index: Bloomberg 09/04/19

Baltic Exchange Dry Index3

200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 Jan-16 Jul-16 Jan-17 Jul-17 Jan-18 Jul-18 Jan-19

28

Market capitalization NOKm 707

Viking Supply Ships

Company description Key financials1

• Viking Supply Ships (“VSS”) has world leading expertise in
• perations in areas with ice and extreme weather conditions
• In January 2018, VSS successfully negotiated a restructuring

agreement with the banks with adjusted loan terms, including reduced installments and interest payments until the first quarter

• f 2020
• As part of the restructuring, VSS raised SEKm 123 in new equity, of

which Kistefos invested SEKm 98

• Following a continued challenging market for PSV vessels, VSS

decided in the second quarter to sell all five PSV vessels. This task was completed in Q3 and Q4

• On 10th August 2018, VSS announced the sale of three Icebreaker

vessels, which resulted in a realized gain for VSS of SEKm 2,495

• During Q4 VSS subsidiary TransAtlantic AB has sold its remaining

three bulk vessels, and thus, all activity in the subsidiary has ceased

• Following the divestments, VSS’ fleet currently consists of three Ice-

1A, one Ice-1A Super classed AHTS´and one regular AHTS (Odin Viking) of which the latter vessel is actively marketed for sale

• Proceeds from the divestments has partially been used to repay

bank debt and per Q1 2019 VSS is debt free

• VSS will maintain its core competence operating in harsh

environment, and through the contract with The Swedish Maritime Authority, VSS will also maintain its icebreaking competence

SEKm 2013 2014 2015 2016 2017 2018 Net sales 1,138 1,897 1,114 760 331 300 EBITDA 270 695 293 160

• 143

2,382 Profit after tax

• 359

200

• 440
• 406
• 332

1,751 Total assets 4,884 5,260 4,117 3,693 2,558 4,234 Book equity 1,749 2,042 1,386 1,440 971 2,968 Net Debt 2,269 2,245 2,139 1,654 1,714

• 1,255

1

Equity ratio 36% 39% 34% 39% 38% 70% Folke Patriksson, 2.0% Others, 19.7% Kistefos, 78.3%

Ownership structure2

29 1) Including financial leasing debt, and restricted cash. Kistefos has no guarantees or commitments for VSS’ debt or obligations 2) Kistefos ownership indirectly through Viking Invest AS and Odin Viking SPV AS. Folke Patriksson owns 2% of the share capital but 10.5% of the votes 3) Bloomberg per 15.04.2019

Market capitalization SEKm 6933

1881 Group AS

Company description Key financials

• 1881 Group is the leading Norwegian provider of personal and

company directory services with more than 130 years of history

• The wholly-owned 1881 Group AS is comprised of Opplysningen

1881, Digitale Medier 1881 AS and Idium AS in addition to several smaller companies. Digitale Medier 1881 AS was re-acquired from Amedia in December 2016, after initially being sold in 2013

• Traditional services in the Group, as voice assisted search and SMS

are declining as expected, but is partly offset by growth in new services from across the group

• In 2018 the group acquired the media agency Idium, a provider of

digital marketing services, in order to strengthen its market position in the SMB segment

• The group is actively working to provide new services in order to

capitalize on one of the strongest Norwegian brands, and 1881 Group AS is considered to be an ideal platform for additional acquisitions within the industry. The acquisitions of Digitale Medier, Develo, Prisguiden and Idium serve as good examples of such

Opplysningen 1881 AS NOKm 2012 2013 2014 2015

1

2016 Revenue 444 421 344 291 270 EBITDA 143 165 112 94 87 EBITDA margin (%) 32 39 33 32 32 Profit after tax1 91 111 73 45 35

1)For 2015, profit after tax, equity and total assets are affected by the merger between Opplysningen 1881 AS and its parent company Telecom Holding AS. The merger resulted in the booking of intangible assets in Opplysningen with corresponding, non-cash effect, depreciations.

Digitale Medier 1881 AS NOKm 2012 2013 2014 2015 2016 Revenue 190 200 199 192 183 EBITDA 34 42 42 43 45 EBITDA margin (%) 18 21 21 22 25 Profit after tax 23 31 30 27 35 1881 Group AS (Opplysningen 1881 AS and Digitale Medier 1881 AS) NOKm 2017 2018 Revenue 394 402 EBITDA 115 101 EBITDA margin (%) 29 25 Profit after tax 19 18

30

NextGenTel Holding ASA

Company description Key financials

• The NextGenTel Group is a major player in providing fixed and

mobile Internet communication services to consumers and businesses in the Norwegian market. The range of services covers access independent broadband, data net, Ethernet, VoIP, mobile and TV. In addition, the Group provides VoIP services to consumers in Denmark, Switzerland and the Netherlands

• The stock exchange listed company is based on Telio Holding ASA

and the listed parent company changed name to NextGenTel Holding ASA in 2015

• Telio is a pioneer in the Norwegian VoIP market. The company was

listed on Oslo Stock Exchange in June 2006. 76 percent of revenues are generated in Norway, but Telio also has established market positions in Denmark, Switzerland and the Netherlands

• NextGenTel was founded in 2000 and is a frontrunner within

broadband technology and services. The company has a total of 160,000 broadband subscribers (xDSL and fiber). 74 percent of revenues are generated within the consumer segment and 26 percent within the corporate segment. A large share of the revenues is recurring (subscription based)

• Kistefos AS, made a voluntary offer to acquire the remaining

shares (~75%) in NextGenTel Holding ASA (“NGT”), first announced 15 February 2019. The offer of NOK 14 per share represented a 18% premium to last close and valued the equity at NOKm 326

31

11.4% 7.2% 76.8% 0.7% VoIP Mobile Broadband (incl TV) Wholesale

Product mix (Q4’18) Operational segments (Q4’18)

65.5% 30.8% 3.7% Norway B2C Norway B2B International

Key products

Broadband and fibre WiFi-solutions TV functions and decoder Revenues run rate per Q4 18 (NOKm) EBITDA run rate per Q4 18 (NOKm) Customers Net cash per Q4 18 (NOKm)

822 79 ~245k 59

Kappa Bioscience AS

Company description Key financials (NOKm)

• Kappa Bioscience (Kappa) was established in 2006 and is

headquartered in Oslo with a sales- and marketing office in Hamburg (Germany)

• Since inception, Kappa has developed a proprietary synthesis and

production process for high purity vitamin K2 as menaquinone-7 (MK-7). In addition to K2, Kappa also sells complementary products to vitamin K2, such as Magnesium, Calcium and vitamin D3

• K2 is a fat-soluble vitamin and its intake promotes both bone and

heart health. Vitamin K2 is also rare in western diets and combined with the fact that life-expectancy in general is increasing, we anticipate future demand to increase

• Over the last three years, Kappa has further expanded its presence

throughout the value chain, all the way from R&D & production to

• distribution. Broader and better distribution has been obtained both

through M&A and also by entering into collaboration agreements with nutritional supplement distributors across the globe

• Kappa is currently experiencing continued growth on the back of

investments made in both R&D and production, as well as the fact that vitamin K2 is gaining momentum as an important dietary

• supplement. Going forward, Kappa aims to supply the market space

with increased volumes of vitamin K2, while continuing to invest in further optimizing its current value chain

• Main shareholders include Kistefos (53%) and key employees (35%)

Vitamin K2 (as MK-7) directs calcium to the right places

32

20 35 89 107 164 1 2 13 4 25 2014 2015 2016* 2017 2018 Revenues EBITDA * Pro-forma figures, adjusted for M&A activity 69% CAGR

27% 57%

Oslo Airport City

Company description Property illustrations

• Oslo Airport City (“OAC”) controls more than 1,000,000 sq.m. of land for

commercial property development purposes, next to Oslo Airport (“OSL”)

• OAC has partnered up with Vedal, one of Norway’s leading commercial developers,

which will be responsible for the development and completion of future projects

• Experienced management team – previous projects include, amongst other, the

development of Bjørvika, Oslo

• Commercial properties will include a mix of office space, hotels/conference centers

as well as logistic properties in separate areas

• OAC is currently working on several potential construction projects an the first

intention agreement has already been signed

• Due to its location, increasing air traffic figures and expansion plans, we expect OSL

to attract a number of commercial players to Oslo Airport City over the next years

Ownership structure and 2016 realization

Sale Ownership Gross proceeds Performance NOKm 392 1.8x

Multiple to cost

Pre-sale ownership Post-sale ownership

33

Company Description Industry Ownership

• Lumarine is a producer of lumpfish with production facilities in Tømmervåg, Møre og

Romsdal

• Lumpfish is used in fish farming facilities to combat the Salmon parasite sea lice
• In 2018, the company had operating revenues of NOKm 33, an increase of 40% from 2017

(NOKm 23). EBITDA in 2018 was approx. NOKm 11, a strong increase from 2017 (NOKm 2)

Fish Farming

• OstomyCure is a Medical Technology company that has developed a revolutionary

technology involving a titanium implant solution with lid which is intended as an alternative to conventional ileostomies

• OstomyCure’s technology called the TIES system (Transcutaneous Implant Evacuation

System), received CE marking in 2016 and is currently in the process of initiating a new clinical study to demonstrate its product’s functionality

• At the end of 2018 the company received a grant of EURm 2.5 from the European

Commision’s Horizon 2020/ FTI (Fast Track to Innovation) program

Med Tech

Portfolio overview – other direct investments

94.9% 66.3%

34

Outlook for 2019

• Kistefos expects Advanzia to continue to capture market shares in its core areas and to develop its platform in Spain.

The company expects continued strong growth

• It is expected to see increased activity level and demand in Viking Supply Ships (VSS) core market, however, due to

high supply, 2019 is expected to remain challenging

• The sale of Viking Supply Ships three icebreakers to Canada means that they are taken out of commercial operation

and thus the supply of vessels available for commercial use is significantly reduced, which should benefit the remaining four ice-class 1A and 1A super ships owned by VSS

• Charge from the Chile contracts in the first quarter of 2019 combined with a weak dry cargo market YTD has caused

a weak start of 2019

• For Western Bulk, increased volatility and uncertainty in the market can provide attractive arbitrage opportunities

in the future

• The 1881 Group is expected to continue to deliver good results
• For Kappa Bioscience, strong growth and increased profitability is expected
• TradeIX will launch the commercial version of the platform during the year
• Lumarine has increase its production capacity and is expected to increase sales and profitability. The new plant at

Tømmervåg is facilitating for such growth

• For the rest of the portfolio, an overall positive value development is expected

35

KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

36

• The results for 2018 were strong mainly due to significant

dividends from subsidiaries and reversal of write-downs

• The Company has a strong liquidity position YE2018 of

NOKm 362

• For 2018 the company has declared a dividend of NOKm 40.5

in addition to a group contribution of NOKm 853.5

Kistefos AS – Key financials

Key financials – Kistefos AS Comments Key credit metrics

46% 47% 59% 52% 37% 29% 30% 32% 9% 23% 30% 35% 2013 2014 2015 2016 2017 2018 Book equity ratio NIBD/total assets

P&L (NOKm) 2014 2015 2016 2017 2018 Operating results

• 68
• 87
• 118
• 77
• 431

Income from subs and ass. companies 161 955 423 413 1,308 Net Gains/value change (losses) 36 13

• 566
• 737

321 Net interest

• 121
• 117
• 76
• 109
• 120

Other Financial 190 91

• 2
• 2

46 Net income 220 873

• 343
• 511

1.124 Balance sheet (NOKm) 2014 2015 2016 2017 2018 Investments in subsidiaries 2,586 2,309 2,330 2,203 2,849 Total fixed assets 2,783 2,376 2,919 2,440 3,033 Total stock-in-trade and receivables 134 944 408 280 1,445 Shares and other financial instruments 827 580 130 195 297 Cash and cash equivalents 267 287 261 525 362 Total Assets 4,011 4,187 3,717 3,440 5,138 Total Equity 1,874 2,472 1,927 1,258 1,494 Interest-bearing debt1 1,592 668 1,100 1,580 2,160 Non-interest-bearing debt 585 1,048 690 602 1,484 Key ratios and metrics Book equity ratio 47% 59% 52% 37% 29% IBD/total assets 39% 16% 30% 46% 42% NIBD/total assets 32% 9% 23% 30% 35%

37 1) Includes bank financing in a subsidiary with share pledge in Advanzia Bank and guarantee from Kistefos AS - See page 20 for detailed overview

Kistefos Group – Key financials

Key financials – group consolidated Comments

• The Kistefos Group’s revenue increased by NOKm 5,002 from

2017 to 2018, from NOKm 9,377 to NOKm 14,379

• The operating result (EBIT) for 2018 was NOKm 2,277,

compared to NOKm 205 last year

• Key factors affecting the 2018 numbers are the gains on sale
• f vessels in Viking Supply Vessels, as well as higher rate

levels and activity in Western Bulk and strong growth in Advanzia Bank’s revenues

• Group cash of NOKm 2,685 per YE2018

P&L (NOKm) 2014 2015 2016 2017 2018 Total operating income 12,120 12,241 8,180 9,377 14,379 EBITDA 714 973 84 490 2,719 EBIT 515 560

• 361

205 2,277 Net financial items

• 259

61

• 436

188

• 341

Net income 253 557

• 857

341 1,788 Balance sheet (NOKm) 2014 2015 2016 2017 2018 Total fixed assets 5,489 5,273 3,675 3,360 2,465 Other current assets 2,995 2,143 12,518 18,414 21,760 Cash & cash equivalents 1,521 980 863 1,057 2,685 Total assets 10,005 8,396 17,056 22,831 26,910 Total equity 2,628 2,908 2,070 2,209 3,086 Interest-bearing debt 5,173 3,701 3,602 4,032 3,768 Other liabilities 2,204 1,787 11,384 16,590 20,056

1) The Group’s financials for the first half of 2016 have been restated to include Advanzia Bank. Advanzia Bank was consolidated into the Group with full year effect for the first time in the fourth quarter of 2016 38

Kistefos investment approach

Agile Balanced portfolio Active

• wnership

Pragmatic and opportunistic approach

• Flexible mandate, e.g., in terms of sector, geography, ticket size and holding period

(evergreen)

• Capture windows of opportunity through swift decision-making

Main focus on influential stakes to create value through active ownership, typically with board representation and strong focus on both operational and strategic activities Focus on balancing the portfolio between cash-flow generating and early-stage investments with high potential Commitment and track record Proven track record and long-term commitment as an owner has made us an attractive partner on multiple cases

39

• Moderate gearing – strong asset backing

Portfolio has proven robust even in adverse market conditions Strong track record of value creation and cash flow generation Well-positioned to take advantage of attractive opportunities with a flexible approach and long-term commitment to portfolio companies

Summary

40

KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

41

Simplified legal structure

78.3% 75.0% 27% 100% 100% 100% 100% 60.3% 100% 100%

Not consolidated in the Kistefos Group Consolidated in the Kistefos Group

Kistefos AS

Viking Supply Ships AB Viking Supply Ships A/S Kistefos Equity Holdings AS Kistefos Eiendom AS Oslo Airport City Kistefos Venture Capital AS 1881 Group AS Advanzia Holding AS Advanzia Bank S.A. Viking Invest AS Western Bulk Chartering AS

100%

Kistefos Equity Operations AS Other NextGenTel

100%

42

Debt overview

78.6% 75% 100% 100% 100% 100% 100% Debt YE2018: KIST04: NOKm 710 (net) KIST05: NOKm 1,000

Kistefos AS

Viking Supply Ships AB Viking Supply Ships A/S Kistefos Equity Holdings AS Kistefos Venture Capital AS Telecom Holding 3 AS Advanzia Holding AS Viking Invest AS Western Bulk Chartering AS

100%

Kistefos Equity Operations AS Total NOKm 300 total debt as of end Q1 19

• Term loan maturing in September-19
• Share pledge in Advanzia Bank shares
• Distribution restrictions (allowing up to EUR 25m p.a.)
• Guarantee from Kistefos AS

100%

Borrowed NOKm 150 in relation to the acquisition of NextGenTel Holding ASA Bank credit facility of USDm 6, undrawn as of 31.12.2018. Secured with a pledge over WB’s account receivables and bank accounts and a guarantee from Kistefos AS (Limited to USDm 8) Debt free

100%

43 1881 Group AS Outstanding debt in 1881 Group AS per year end 2018 of NOKm 130

• «Soft» guarantee from Kistefos AS

100%

• Prior to joining Kistefos in 2015, Bengt A. Rem was CEO in Arctic Partners.

His previous experience includes Executive Vice President & CFO as well as other leading positions in the industrial investment company Aker ASA, Head of the Department Responsible for Financial Instruments on the Oslo Stock Exchange and state authorized accountant in Arthur Andersen & Co

• Holds a MSc in Business Administration and Finance from the Norwegian

Business School (BI) and is a state authorized public accountant from the Norwegian School of Economics and Business Administration (NHH)

• Represented on the boards of: Advanzia Bank S.A., Viking Supply Ships AB,

Western Bulk Chartering AS and Oslo Airport City AS

Management & key investment team

Bengt A. Rem CEO Erlend Bondø CFO 44

Bengt A. Rem

CEO

Gunnar Jacobsen

Investment Director

Erlend Bondø

CFO

Erik Borgen

Investment Director

Nishant Fafalia

Investment Director

• Prior to joining Kistefos in 2018, Mr. Bondø held the position as CFO in

RS Platou ASA / Clarksons Platou AS. His previous experience includes corporate finance with ABG Sundal Collier and strategy consulting with Accenture

• Mr. Bondø holds a Master of Arts in Economics and Finance from Heriot-

Watt University, Edinburgh

• Prior to joining Kistefos, Mr. Jacobsen was CEO of BlueCom, a Norwegian

telco company targeting primarily the residential market. His previous experience includes senior project management in Catch Communications, and different roles in Telenor

• Holds a MSc in Marketing and Management as well as Corporate Finance

from the Norwegian School of Management (BI)

• Represents Kistefos AS on the following boards: Opplysningen 1881 AS,

Digitale Medier 1881 AS, Kappa AS, Atex Group, Infront ASA, Alliance Venture Spring

• Nishant Fafalia joined Kistefos in 2010. Prior to joining Kistefos, Mr.

Fafalia worked as a project manager at Orkla Brands, a leading Norwegian FMCG company

• Mr. Fafalia holds a Master of Science from Lund Institute of Technology

and a Master of Science from Lund University School of Economics & Management and National University of Singapore

• Mr. Fafalia represents Kistefos on the following boards: Advanzia Bank

S.A., Atex Group Ltd., Promon AS, Ostomycure AS, Bambuser AB and Line2 Inc

• Prior to joining Kistefos in 2016, Mr. Borgen was a partner at the private

equity firm HitecVision. His previous experience includes partner at Arctic Securities AS including other positions in Morgan Stanley and Perella Weinberg Partners

• Holds an MSc in finance from the Norwegian School of Economics (NHH)
• Represents Kistefos on the following boards: Western Bulk Chartering AS,

Viking Supply Ships AB, and Rognkallen AS

Kistefos Board of Directors

Christen Sveaas Executive Chairman and Owner of Kistefos AS

• Christen Sveaas is the founder and sole owner of Kistefos
• Mr. Sveaas has held several board positions including chairman of the Board at Treschow-Fritzøe AS, Board member of Stolt-Nielsen SA (NYSE listed), Orkla ASA,

SkipsKredittforeningen AS, Vestenfjeldske Bykreditt AS, Tschudi & Eitzen Shipping AS, and he has served as senior advisor to EQT, Stockholm, Sweden

• Mr. Sveaas is presently Executive Chairman of Kistefos AS and A/S Kistefos Træsliberi, Vice Chairman of the board of The Kistefos Museum Foundation and

Chairman of Anders Sveaas' Allmennyttige Fond, a Norwegian charitable foundation. He is member of Dean's Council’s Executive Committee, Harvard Kennedy School, Boston, USA

• Mr. Sveaas is educated at University of St. Gallen, Switzerland. Lic. Oec. HSG

Erik Wahlstrøm Member since 1989

• Erik Wahlstrøm has practiced law since 1976, served as member of several public law commissions, lectured in tax-law and published several publications. He has

previously been chairman of the Norwegian Shareholder Association and the Norwegian Taxpayer Association

• Mr. Wahlstrøm is the chairman of the Kistefos-Museum and serves as member of board of AS Kistefos Træsliberi and Anders Sveaas' Allmennyttige Fond a

Norwegian charitable foundation Tom Ruud Member since 2010

• Tom Ruud served as CEO of Kistefos Group for the period 2013-2015. Before joining Kistefos Ruud was a member of the Group Executive management of the Umoe
• Group. Prior to that Ruud was a member of the Group Executive management of Nordea bank AB in Stockholm, the largest Nordic financial services group. Before

that Ruud was the Group President and CEO of Kreditkassen and Group President and CEO of Aker Norcem, both major listed Norwegian companies at that time Ruud has been chairman or board member in a large number of listed and private companies and organizations both in Norway and internationally over the past 30

• years. Tom Ruud is currently a Board Member of Kistefos AS and Advanzia Bank S.A.
• Tom Ruud is a Civil Engineer from Norwegian University of Science and Technology (1974)
• Martin Reimers is a Professor in Applied Mathematics at the University of Oslo (UiO). He was educated at the Norwegian University of Science and Technology (NTNU) and

at the University of California, Berkeley. He holds an MSc (Sivilingeniør) degree in Industrial Mathematics and a PhD in Applied Mathematics from UiO

• Dr. Reimers has worked in applied mathematics and computer science since 1996; as a research scientist at SINTEF, as a senior research scientist at the Norwegian

startup-company SimSurgery AS and as a Professor at the Centre of Mathematics for Applications (CMA), a Centre of Excellence at the UiO. He is currently a Professor at the Department of Mathematics at UiO, and chairman of the board of Fridtjof Eiendom AS, a privately held real estate company Martin Reimers BoD member since 2011

• Ragnhild Wiborg has over 30 years of experience from the financial markets and has an extensive network both within the international and Nordic business
• communities. She is non-executive director of several Nordic Stock Exchange listed companies; RECSilicon ASA, Borregaard ASA, Gränges AB, Intrum Justitia AB,

Skandiabanken ASA, EAM Solar and I.M. Skaugen ASA. Ms. Wiborg was previously partner, owner and fund manager in Consepio, Wiborg Kapitalförvaltning, CIO and portfolio manager in Odin Fund Management and has held several positions within Investment Banking in the Nordic and UK capital markets; Pareto Securities, ABG Sundal Collier, First Chicago (now JPMorgan) and Scandinavian Bank (now SEB)

• Ragnhild Wiborg has a BSc in Economics and International Business from Stockholm School of Economics and Master from Fundacao Getulio Vargas (Sao Paulo, Brazil)

Ragnhild Wiborg BoD member since 2014 45

Kistefos – other activities

Examples of other activities

• Kistefos-Museet is located about one hour drive from Oslo.

The object of the museum is to run the industry museum and engage in research relating to the industrial activities of A/S Kistefos Træsliberi. The museum has also developed one of the biggest contemporary sculpture parks in Europe. Kistefos AS is the main sponsor for the museum, and will contribute to funding for construction of the new museum building. The building is scheduled to be finished 2019

• 2nd Chance is a staffing company that recruits its candidates

from the populations where people need a second chance, and has a philosophy that the school of life is the most important asset a person might have. Kistefos started investing in 2nd Chance in 2016

• Kistefos Public Service Fellowship Fund was established in

2007 to provide financial assistance to Norwegian students taking master’s degrees in public administration at Harvard Kennedy School in the USA

• Kistefos African Public Service Fellowship was established in

2015 and will provide African students funding to take a masters degree at Harvard Kennedy School

«Castor & Pullox», sculpture at the Kistefos-Museeum. Artist: Tony Cragg. Photo: Frederic Boudin / Kistefos-Museet Harvard Kennedy School, USA 46

Visiting address: Dokkveien 1, N-0250 Oslo, Norway Tel: +47 23 11 70 00 Fax: +47 23 11 70 01 Email: info@kistefos.no Photo credit: Frédéric Boudin / Kistefos-Museet

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