Kistefos AS Bond Investor Presentation 12 October 2018 Disclaimer - - PowerPoint PPT Presentation

12 October 2018

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

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 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, counterparty risk, the companies'

• perational performance and successful achievement of strategies etc., may all impact on such risk, and are largely outside Kistefos' control.

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.

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Risk factors cont’d

Structurally subordination. The Bonds will be subordinated to the Issuer’s secured debt and the debt of its subsidiaries. The secured creditors of the Issuer will have priority over the assets securing their debt. In the event that such secured debt becomes due or a secured lender proceeds against the assets that secure the debt, the assets would be available to satisfy obligations under the secured debt before any payment would be made on the Bonds. Any assets remaining after repayment of the Issuer’s secured debt may not be sufficient to repay all amounts owing under the Bonds. Investments in unlisted companies Kistefos is involved in a number of unlisted companies. Such investments are by their nature illiquid, and the Company may not be able to carry out a successful exit from, or realize the underlying values in, such companies. Furthermore, disagreements with other shareholders or management in such companies may have a material adverse effect on the 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.

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Risk factors cont’d

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. 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 of 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. 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.

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Key terms of the contemplated tap issue

Issuer / ISIN Kistefos AS / NO0010809700 Purpose of tap issue General corporate purposes Outstanding amount / borrowing limit NOK 800 million / 1,000 million Tap issue amount Target NOK 200 million Maturity / remaining tenor 8 November 2021/ 3.0 years Status Senior unsecured Coupon 3m NIBOR + 6.0% p.a., quarterly interest payments Tap issue price [•] Amortization Bullet Call Options (American), all or parts

• NC2. Callable at 104.0% from 8/11/19 to 7/5/2020, 102.75% from 8/5/2020 to 07/11/2020, 101.25% from 8/11/20 to 7/5/2021 and 100.75% from 8/5/21 to

7/11/21 – all plus accrued interest on redeemed bonds 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 / ticker Nordic ABM / KIST05 PRO Trustee / governing law Nordic Trustee / Norwegian Joint Lead Managers & Bookrunners ABG Sundal Collier and DNB Markets

* See Term Sheet for further details

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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, with a phenomenal positive effect on net

profit of USDm 274

• In total, exits have generated gross proceeds of NOKbn ~5 to Kistefos since 2013
• Value-adjusted equity estimated to NOKbn 5.8 as of 30 Sept 2018, providing strong asset backing for bond investors
• Market-adjusted equity as defined in the KIST04 and 05 bond covenant was NOKbn 4.4 as of H1 2018 vs. NOKbn 2.5

required (66% market-adjusted equity ratio vs. 50% required)

• Net interest-bearing debt in Kistefos AS as of H1 2018 was NOKbn 1.4, implying a loan to portfolio market value of

~19%

• 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, debt with recourse to parent currently only NOKm 300

1 2 4 Solid dividend capacity from portfolio companies

• More than NOKbn 1.2 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 26% annual loan growth since 2010

• Western Bulk is expected to continue its positive earnings performance and deliver a positive result in 2018

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KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

10

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 35 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 market value of NOK ~7.5 billion as of September 30, 2018

Portfolio values (September 30, 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 value of NOKbn ~7.5 as of 30

September 2018 using Kistefos’ internal 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, Nordax Bank, Resurs Bank and TF Bank as of 30 September 2018, which read 9.5x on a consensus 2018e basis

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

asset values using broker estimates for vessel values

• Valuations of other portfolio companies are based on internal

valuations

• KIST04 and KIST05 bond of NOKm 710 and 800 respectively

(net of own bonds), a NOKm 300 bank facility and cash/equivalents of NOKm ~295 brings value adjusted equity to NOKbn 5.8

NOKbn ~7.5

Financials Technology and services Logistics & Offshore services

12 * Company’s own valuation 7.5 5.5 5.8 1.9 0.2 0.3 Portfolio market value Bond and bank debt Other debt Cash and cash equivalents Value adjusted equity

NOKbn

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 and Luxemburg

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

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

60.3% 78.3% 75.0% 27.0%

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Company Description Industry Ownership

• 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

Strong TMT track record with a portfolio of exciting investments

30.4% 27.0%

14

100%

Sale of vessels in Q3’18 increased net profit by USD 274m and boosted liquidity significantly

15

June 2018 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

• There is also an ongoing process to

find buyers for the remaining two PSV vessels

August 2018 Three Icebreakers sold

• 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 USDm 274

• Average age 18 years of the three

vessels

• On the back of continued weak OSV market fundamentals, with

several of the Company’s vessels in lay-up for a longer period

• f 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,

with an estimated positive impact on net profit of USDm 274

• Since the announcement of the sale of the Icebreakers, the

share price has increased from SEK 22/share to SEK 205/share, increasing the market cap. by SEKbn 1.6

• Following the above, VSS’ fleet will consist of four ice classed

AHTS, one regular AHTS and two PSVs of which the latter three are actively marketed for sale Comments

Share price as of 5/10/2018

Kistefos has remained active over the past year

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September 2017

• Kistefos owned ~31% of the

shares in Infront pre-IPO

• The IPO was closed late

September and valued Infront at NOKm 498 pre-money

• Kistefos controlled ~8.9% of

the total shares outstanding post the transaction

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

September 2017

• All operational subsidiaries

divested

• Liquidation process started
• Small positive cash effect for

Kistefos

November 2017

• Issued NOKm 600 bond issue

(“KIST05”) in November 2017

• The net proceeds from the

placement was used to partly repurchase KIST04 and for general corporate purposes providing Kistefos with an extended maturity profile

• The bond was tapped by an

additional NOK 200m in June 2018

Major events during the last year

December 2017

• Kistefos AS divested all the

remaining ~2.3m shares in Infront at a price of NOK 24,5 per share, with gross proceeds

• f NOKm 57

Nov./Dec. 2017

• Kistefos purchased ~3.1m and

1m shares in Sevan Marine ASA during November and December 2017, respectively

• After the latest purchase,

Kistefos controls 11.2% of the shares outstanding (~5.8m shares in total)

Kist05 Bond Issue

June 2018

• In June 2018, TradeIX closed a

new investment round of USD 16m, increasing its ownership stake to 27%

• 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 USD 274m, booked in Q3’18

• In June 2018, VSS announced

the sale of three PSVs

June 2018

• In June 2018, the business

phone service provider Line2 was sold

• The transaction has had a

positive cash effect of about NOK 27m with a further NOK 6m to be received

A proven track record of successful exits…

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

78%

• Profit from sale of

USDm 274 (100% basis) 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 is estimated to have a positive

impact on the net results for VSS of USDm 274

• Average age 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 * Including dividends

317 610 631 2,073 2,332 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 YTD 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 debt*

CNEI

18 * Note: Proceeds is based on net sales less repaid debt associated with the Icebreakers, adjusted for Kistefos’ ownership

56 78 37 45 30 30 179* 87 162 61 198 72 8 13 46 66 2013 2014 2015 2016 2017 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 336 in dividends since 2013

• Kistefos will continue to keep

investments contributing with dividends to the parent company

• FY2018 will also see significant dividend

potential

292 342 236 207 91

5y avg. NOKm ~234m

19 * Including EUR 12m in capital reduction (on 100% basis)

328 392 614 668 668 200 800 680 710 600 800 497 332 300 300 300 1,151 1,325 381 839 1,055 1,416 YE 2013 YE 2014 YE 2015 YE 2016 YE 2017 H1 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 has repurchased NOKm 290 giving a net balance per H1 ’18 of NOKm 710

• KIST01, KIST02 and KIST03 were repaid

at maturity

• NOKm 300 bank financing is debt in a

subsidiary with share pledge in Advanzia Bank and guarantee from Kistefos AS

• Kistefos’ net proceeds from the VSS

Icebreaker sale would bring net debt close to zero

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

20

1,810

Not including the effect of the VSS vessel sale

KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

21

n.a. 97 160 164 226 306 405 499 605 732 890 1,170 1,265 10% 20% 23% 26% 34% 40% 48% 44% 41% 39% 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 H1'2018/ 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 and Austria (entering Spain during 2018)

• Impressive track-record of delivering ~40% ROE
• 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 22 Net loans (EURm) ROE(%)

50 100 150 194 246 327 425 529 642 772 940 1,229 1,360

• 4
• 8
• 6

2 6 9 13 21 28 36 40 47 52 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 H1'18/ LTM

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

Financial developments – 2006-H1 2018 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 26% since 2010

• Loan losses of 4.3% in H1’18 (annualized),

negatively affected by the transition to IFRS 9

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

Loan growth from 2010 (CAGR)

26% 33%

Net Profit growth from 2010 (CAGR)

~766,300 active credit card customers Present since 2006

A snapshot of Advanzia Bank S.A.

HQ

~44,000 active credit card customers Present since 2012 ~42,400 active credit card customers Present since 2015

853k

Active credit cards

EUR 1,360m

Gross loan balance

EUR ~1 4181

• Avg. outstanding

17.2%

Credit card yield (YTD)

EUR ~4 1591

• Avg. credit limit

34.7%/21.1%2

Cost/Income ratio (YTD)

39%

ROE (LTM)

15.6%

Tier1 ratio (incl. interim profit)

Size Risk Performance Solidity

Key figures (H1’18)

24

Entering Spain in 2018

1) Average based on good active customer base 2)

• Incl. /excl. customer acquisition costs

378 445 525 614 758 853 24 25 27 31 33 34 2013 2014 2015 2016 2017 H1'2018 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 adjusted 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 218 impacted by IFRS9 25

499 605 732 890 1,170 1,265 30 37 41 49 59 95 23.3% 21.4% 20.9% 21.7% 31.4% 21% 2013 2014 2015 2016 2017 H1'2018 Value adj. Net loan balance Net loan balance growth (%, YoY) 34.2% 32.0% 33.6% 36.2% 38.6% 37.8% 20.8% 19.7% 20.6% 21.5% 23.2% 22.2% 2013 2014 2015 2016 2017 H1'2018 LTM Cost/income ratio (%) Cost/income ratio excl. acq. (%) 21 28 36 40 47 52 11 13 15 20 26 29 34% 40% 48% 44% 41% 39% 2013 2014 2015 2016 2017 H1'2018 LTM Net profit Customer acq. cost ROE (%) 16.1% 11.2% 10.9% 10.4% 10.5% 13.6% 1.0% 2.7% 2.2% 2.8% 1.1% 1.5% 1.3% 0.9% 0.9% 16.1% 12.2% 15.0% 13.8% 14.2% 15.6% 2013 2014 2015 2016 2017 H1'2018 CET1 Interim profit T1 capital 72 91 111 133 163 17.0% 17.0% 17.1% 16.8% 16.2% 2013 2014 2015 2016 2017 Net interest income (EURm) NIM (%), credit cards

KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

26

Western Bulk Chartering

Company description Key financials and ownership structure

• 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 140-150 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

• The Company has a strong brand name and excellent customer

relationships in diversified segments

• The dry bulk shipping market saw an improvement in freight rates,

and the Baltic Supramax Index (BSI) reached the highest rate since 2014, with the USD 12,000/d barrier breached for the first time since March 2014

• The average rate of the Supramax BSI index was USD 11,100 per

day in H1 2018 compared to an average of USD 8,450 per day in 2017

• In 2017, Western Bulk has rebuilt its market position. After a strong

start in the first half of 2018, the positive performance is expected to continue, and expects a positive result in the second half of 2018

USDm* 2015 2016 2017 H12017 H12018 Net TC 44,5 4,4 40,5 15,1 21,3 EBITDA 9,1 -19,2 8,3 0,67 6,3 Result a. tax 7,2 -20,1 4,3

• 2,1

3,6 Total assets 117,3 98,6 101,4 100 130,8 Book equity 47,1 13,8 20,2 14,6 23,8

Ojada 9.2% Other 15.8% Kistefos 75.0%

*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 1) Source: Bloomberg 8/10/18

Baltic Exchange Dry Index 1)

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

27

Viking Supply Ships

Company description Key financials

• 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 SEK 123 million in new

equity, of which Kistefos invested SEK 98 million

• Following a continued challenging market for PSV vessels, VSS

decided in the second quarter to sell all five PSV vessels, and in June 2018 the Company entered into an agreement to sell three of the vessels

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

vessels, which will result in a realized gain for VSS of approximately USD 274m, which will be booked in the third quarter

• Following the divestments, VSS’ fleet will consist of three Ice-1A

and one Ice-1A Super classed AHTS´, one regular AHTS (Odin Viking) and two PSVs, of which the latter three vessels are actively marketed for sale

• 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 H1 2018 Net sales 1,138 1,897 1,114 760 331 176 EBITDA 270 695 293 160

• 184
• 60

Profit after tax

• 359

200

• 440
• 406
• 332
• 353

Total assets 4,884 5,260 4,117 3,693 2,558 2,917 Book equity 1,749 2,042 1,386 1,440 971 828 Net Debt 2,269 2,245 2,139 1,654 1,714 1,857 Equity ratio 36% 39% 34% 39% 38% 28%

Folke Patriksson, 10.5% Lindén Urnes Jenny, 1.7% Others, 9.5% Kistefos *, 78.3% *Ownership Indirectly through Viking Invest AS and Odin Viking SPV AS

Ownership structure (share of votes)

28 Kistefos has no guarantees or commitments for VSS’ debt or obligations

1881 Group AS

Company description Key financials

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

1881 and Digitale Medier 1881 AS. The latter was re-acquired from Amedia in December 2016, after initially being sold to Amedia in 2013

• Opplysningen 1881 AS is the leading Norwegian provider of

directory services via phone and SMS

• Digitale Medier 1881 AS is one of the largest providers of directory

services online

• Combined, 1881 Group is the leading Norwegian provider of

personal and company directory services with more than 130 years of history

• Opplysningen continues to deliver strong cash conversion and

provides Kistefos with solid annual dividends

• Volumes are declining as expected, and in line with the general

market conditions for its services

• Initiatives are undertaken to provide new services in the combined

company 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

Opplysningen 1881 AS NOKm 2011 2012 2013 2014 2015* 2016 Revenue 480 444 421 344 291 270 EBITDA 158 143 165 112 94 87 EBITDA margin (%) 32.9 32.2 39.2 32.6 32.3 32.3 Profit after tax* 90 91 111 73 45 35

* 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 2011 2012 2013 2014 2015 2016 Revenue 183 190 200 199 192 183 EBITDA 15 34 42 42 43 45 EBITDA margin (%) 8.2 17.9 21.0 21.1 22.4 24.6 Profit after tax 6 23 31 30 27 35 1881 Group AS (Opplysningen 1881 AS and Digitale Medier 1881 AS) NOKm 2017 Revenue 373 EBITDA 108 EBITDA margin (%) 29% Profit after tax 15

29

27% 57%

Oslo Airport City

Company description Property illustration

• 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 and the first one is expected to be announced within the next year

• 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

30

Company Description Industry Ownership

• 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

• The revenue in the first half of 2018 was NOKm 78, while EBITDA was NOKm 6

Life Sciences

• 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

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

Med Tech

• Sevan Marine ASA is a specialized marine engineering and design house
• The Company pioneered the cylindrical hull as a cost effective alternative to traditional ship-

shaped, turret offshore moored designs

• The innovative, geostationary design avoids the need for a costly turret while allowing for a

larger number of risers and the flexibility for future tie-ins.

• In total, 11 units has been constructed and the Company has over 35 years of accumulated
• perational experience

Offshore design

Portfolio overview – other direct investments

53.5% 94.9% 68.5%

31

11.2%

Outlook for 2018

• Kistefos expects Advanzia to continue its profitable growth trajectory by consistently increasing its customer base

and net loan portfolio

• VSS is actively marketing the remaining two PSVs and the regular AHTS for sale
• Viking Supply Ships likely to continue to face challenges in a weak offshore market, but Kistefos believe that the

Company’s niche position with focus on ice-class AHTS vessels over time offers significantly better opportunities than the general offshore supply ship market

• Expected to continue its positive earnings performance and deliver a positive result in 2018
• Stable results expected from 1881 Group in 2018
• For Kappa Bioscience, strong growth and increased profitability expected
• TradeIX has launched a pilot project where 12 banks are currently testing a beta version of the platform
• Lumarine will increase its production capacity to grow further, increase profitability and become a leading producer
• f lumpfish with a focus on quality and sustainability
• For the rest of the portfolio, an overall positive value development is expected

32

KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

33

• Net income in H1 2018 was negatively affected by the loss in

VSS of NOKm 334, following a booked loss of NOKm 98 from the sale of three PSVs and write down of NOKm 65 on two additional PSVs

• The Company has a strong liquidity position end H1 2018 of

NOKm 394

• Credit metrics will be positively affected by the sale of

the three Icebreaker vessels from VSS during Q3 2018, with a realized gain of NOKm ~2,400

Kistefos AS – Key financials

Key financials – Kistefos AS Comments Key credit metrics

46% 47% 59% 52% 37% 31% 30% 32% 9% 23% 30% 42% 2013 2014 2015 2016 2017 H1 2018 Book equity ratio NIBD/total assets

P&L (NOKm) 2014 2015 2016 2017 H1 2018 Operating results

• 68
• 87
• 118
• 77
• 175

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

• 566
• 737
• 11

Net interest

• 121
• 117
• 76
• 109
• 54

Other Financial 190 91

• 2
• 2
• 4

Net income 220 873

• 343
• 511
• 244

Balance sheet (NOKm) 2014 2015 2016 2017 H1 2018 Investments in subsidiaries 2,586 2,309 2,330 2,203 2,203 Total fixed assets 2,783 2,376 2,919 2,440 2,518 Total stock-in-trade and receivables 134 944 408 280 234 Shares and other financial instruments 827 580 130 195 203 Cash and cash equivalents 267 287 261 525 394 Total Assets 4,011 4,187 3,717 3,440 3,348 Total Equity 1,874 2,472 1,927 1,258 1,035 Interest-bearing debt 1,592 668 1,100 1,580 1,810 Non-interest-bearing debt 585 1,048 690 602 804 Key ratios and metrics Book equity ratio 47% 59% 52% 37% 31% IBD/total assets 39% 16% 30% 46% 54% NIBD/total assets 32% 9% 23% 30% 42%

34

Kistefos Group – Key financials

Key financials – group consolidated Comments

• The Kistefos Group’s revenue increased by NOKm 699 from

the first half of 2017 to 2018, from NOKm 4,575 to NOKm 5,274

• The operating result (EBIT) for the half year was NOKm -46,

compared to NOKm 100m last year

• Key factor affecting the 2018 numbers is a one-off effect of

NOKm 163 following the sale of three PSVs and write-down

• f two additional PSVs in VSS, as well as gifts of

approximately NOKm 100 to fund the new museum building at Kistefos-Museet

• Group cash of NOKm 933 per end of H1 2018
• Growth in total assets from 2015 to 2016 was significantly

affected by the first time consolidation of Advanzia Bank, adding ~NOKm 10,000 to overall balance sheet

P&L (NOKm) 2014 2015 2016 2017 H1 2018 Total operating income 12,120 12,241 8,180 9,377 5,274 EBITDA 714 973 84 490 228 EBIT 515 560

• 361

205

• 46

Net financial items

• 259

61

• 436

188

• 144

Net income 253 557

• 857

341

• 262

Balance sheet (NOKm) 2014 2015 2016 2017 H1 2018 Total fixed assets 5,489 5,273 3,675 3,420 3,243 Other current assets 2,995 2,143 12,518 18,354 17,739 Cash & cash equivalents 1,521 980 863 1,057 933 Total assets 10,005 8,396 17,056 22,831 21,915 Total equity 2,628 2,908 2,070 2,209 1,700 Interest-bearing debt 5,173 3,701 3,517 4,032 4,032 Other liabilities 2,204 1,787 11,468 16,590 16,183

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 35

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

36

• 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

37

KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

38

Simplified legal structure

78.6% 75.0% 27% 100% 100% 100% 100% 60.3% 100% 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 Trans- Atlantic AB Western Bulk Chartering AS

100%

Kistefos Equity Operations AS Other NextGenTel

25.02%

39

Debt overview

78,6% 75% 100% 100% 100% 100% 100% Debt: KIST04: NOKm 710 (net) KIST05: NOKm 800

Kistefos AS

Viking Supply Ships AB Viking Supply Ships A/S Kistefos Equity Holdings AS Kistefos Venture Capital AS 1881 Group AS Advanzia Holding AS Viking Invest AS Western Bulk Chartering AS

100%

Kistefos Equity Operations AS Total NOKm 300 total debt 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%

Total NOKm 170 of debt in 1881 Group AS YE 2017. Outstanding NOKm 150 per end of April-18

• «Soft» guarantee from Kistefos AS

Total USDm 33 of debt

• NOKm 300 unsecured bond loan, maturing in April

2019

• Bank credit facility of USDm 6, undrawn as of

31.12.2017. Secured with a pledge over WB’s account receivables and bank accounts and a guarantee from Kistefos AS Total USDm ~210 of bank debt, all maturing in March 2020

100%

40

• 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 Erik Borgen Investment Director Gunnar Jacobsen Investment Director

• 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

• 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
• 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

Erlend Bondø CFO 41 Nishant Fafalia Investment Director

• 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

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 42

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 43

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

44