Kistefos AS Investor presentation Senior unsecured bond issue 26 - - PowerPoint PPT Presentation

26 August 2020

Kistefos AS

Investor presentation Senior unsecured bond issue

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 Arctic Securities AS (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. Kistefosis 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 Kistefosnegatively. 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 concessionsfrom

• 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

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 able to carry out a successful exit from, or realise 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, capitalised 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.

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Risk factors cont’d

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.

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Key terms1 of the contemplated bond issue

Issuer Kistefos AS Status Senior unsecured Issue amount NOKm [•] Borrowing limit NOKm 1,750 Use of proceeds Partial refinancing of outstanding bonds and general corporate purposes Tenor 4 years Coupon 3m NIBOR + [•]% p.a., quarterly interest payments (NIBOR floor at 0.0%) Amortisation 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 NOKm 400), 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 NOKm 2,500
• Liquidity of minimum NOKm 50
• With recalculation mechanism (net asset value based) if in breach

Advanzia debt limitation Limitation on secured debt related to Advanzia (either through share pledge or structural subordination) with a carve-out of maximum NOKm 500 Advanzia material disposal put option If the Issuer no longer owns (directly or indirectly) more than 50% of Advanzia Bank @ 100% of par value Change of control Put option @ 102% of par value Listing Nordic ABM within 6 months Trustee / governing law Nordic Trustee AS / Norwegian Joint Lead Managers & Bookrunners ABG Sundal Collier ASA and Arctic Securities AS 1) See Bond Terms for further details 2) Discount rate of 2Y NOK government bond + 0.5% to be used for calculating the Make Whole Amount 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 Kappa, VSS icebreakers, Infront, Phonero, Bergmoen,

yA Bank and CNEI

• Recently divested Kappa Bioscience booking a profit of approximately NOK 340m and a 44% annualised return
• In total, exits have generated gross proceeds of NOKbn ~4.8 to Kistefos since 2013
• Value-adjusted equity estimated to NOKbn 7.7 as of 30 June 2020, providing strong asset backing for bond investors
• Market-adjusted equity as defined in the KIST05 and KIST06 bond covenant was NOKbn 6.9 as of 30 June 2020 vs. a

NOKbn 2.5 covenant

• Net interest-bearing debt in Kistefos AS as of 30 June was NOKbn 2.7, implying a net loan to portfolio market value of

~25%

• COVID-19 has had a varying impact on Kistefos’ main assets, but the impact has been limited on the investment

portfolio as a whole

• 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 500 debt with recourse to parent
• Prudent financing approach with increased tenor and a diversified maturity profile
• Kistefos welcome the increased ESG focus, and pursue ambitious ESG strategies and goals both in governance of its

portfolio companies and when assessing new investment opportunities

1 2 4 Solid dividend capacity from portfolio companies

• NOKbn 2.5 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% net profit CAGR and 23% annual loan CAGR since 2010

• Significant unutilised dividend capacity in Advanzia following H1’20, with a capital adequacy ratio of ~19% vs.

regulatory requirement of 13%

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KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

10

1998

$

Kistefos in brief

Kistefos AS was established in 1998 when Mr. Christen Sveaas merged his various investment vehicles into one company Kistefos’ investment portfolio is mainly focused towards Europe, and is managed from Oslo, Norway Kistefos has major investments in financial services, telecommunications, IT, commercial real estate development, shipping, offshore services and various financial investments Value creation is achieved through financial and industrial expertise in core sectors and active

• wnership – 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

The Company

Christen Sveaas Founder, Executive Chairman and owner

The founder & owner - Christen Sveaas

• Mr. Sveaas has held several board positions, including Treschow-

Fritzøe AS, Stolt-Nielsen SA, Orkla ASA, SkipsKredittforeningen AS, Vestenfjelske Bykreditt AS, Tschudi & Eitzen Shipping AS, and he has served as senior advisor to EQT, Sweden. Mr. Sveaas presently serves as the chairman of TradeIX Ltd.

• Mr. Sveaas is presently Executive Chairman of Kistefos AS and AS

Kistefos Træsliberi, Vice Chairman of the board of The Kistefos Museum Foundation and Chairman

• f

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

• Mr. Sveaas is a founding member of the Metropolitan Museum

International Council, a member of the European Visiting Committee, and a benefactor of the museum. He is a member of Tate International Committee and a Global Patron of Art Basel.

• Mr. Sveaas has his Lic. Oec. HSG degree from the University of St.

Gallen, Switzerland.

40+

years of investment experience

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Portfolio values (30 June 2020) 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 estimated at NOKbn ~10.9 as of 30

June 2020

• Advanzia valuation is based on current bond loan agreements

(KIST05 and KIST06) where Advanzia is valued at 12x LTM earnings

• 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

• Value adjusted equity based on the above is estimated at NOKbn

7.7 as of 30 June 2020

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Portfolio market value of NOKbn ~10.9 per 30 June 2020

Technology and services Shipping &

• ffshore

NOKbn

Financials

NOKbn ~10.9

0.5 Other debt Bond and bank debt Value adjusted equity 2.9 Portfolio market value Cash and short- term receivables 10.9 0.2 7.7

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

• 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

Telecom

• Launched in January 2020, Bitpro is a supplier of IT and digital communication services

to the corporate market

• Bitpro has entered into agreements with the largest and most important suppliers of

fiber access in Norway to deliver FWA (Fiber Wireless Access). Delivery to the first customers will commence in the second half of 2020

IT

84.6%

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

60.3% 78.3 % 100.0%

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Company Description Industry Ownership

• Oslo Airport City (“OAC”) is one of Norway’s largest real estate development projects,

situated next to Oslo Airport Gardermoen (“OSL”). OAC plans to develop an “Airport City” with more than 1,000,000 sq.m. of diverse commercial property. The company has signed construction contracts with Autozentrum for the development of a “Porsche Center” showroom, and Haut Nordic for the development of an airport hotel & conference center. Development for these projects will start in 2021

Real Estate

• 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

Directory Services

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

Handymax and Supramax market

Logistics

• 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 performed a successful large scale test of the platform in 2019 and are

currently working on commercialisation

IT

Kistefos’ diversified portfolio provides a lucrative mix of steady dividend companies, cyclical industries and venture opportunities

28.0% 100.0% 26.6% 80.6%

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Company Description Industry Ownership

• Lumarine is a producer of cleaner fish, used in fish farming facilities to combat the

salmon parasite sea lice, and post-smolt salmon

• The company operates three production facilities, following the acquisition of Njord

Salmon and Atlantic Lumpus in 2019

Seafood

• Promon is a Norwegian technology company specialising in securing software

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

IT

• Aspit is a software company that provides technology services to the healthcare sector in

Norway, supplying electronic patient record systems (EHR) and IT operations for more than 20 years

• The company's main focus is on software for the chiropractor / physiotherapy and

psychiatry market. Aspit has invested in the development of a modern web-based system that will be launched during 2020

IT

• Semine has developed the accounting robot SEMINE, which utilises artificial intelligence

to automate accounting and invoice management for companies, accounting agencies and the public sector

• Accounting services are changing rapidly, and Semine aims to be key player in driving

these changes

IT

• Diffia is a growing venture technology company founded by a strong team of clinicians

and technologist which operates in the e-health market

• They design and implement mobile software for clinical care and coordination, as well as

remote care or home monitoring – all focused towards the needs of the specialised health sector (hospitals) and their patients

IT

Several recent investments in IT and software companies

23.3% 94.0% 41.8% 40.0% 30.4%

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COVID-19 has had a varying impact on Kistefos’ main assets – Advanzia continues to deliver growth in profits

Company Description

• COVID-19 and related restrictions and confinement has hampered clients abilities to make transactions, resulting in reduced loan

balancegrowth, albeit still remaining positive(+1.4% QoQ in Q2 20)

• Towards the end of Q2 20, Advanzia has seen signs of a reversal of the growth-slowdown trend, as the COVID-19 situation has improved

and restrictionsare being lifted

• Notably, the ECB has called on banks to freeze dividend payouts (incl. share buybacks) until January 2021. Amidst record-high

profitabilityin Advanziaand lower lending growth, the restrictionhas caused temporaryovercapitalisation

• Lower oil prices and reduced activity in the offshore market has resulted in lower demand for VSS’ vessels. In addition, VSS’ operating

costs have been negativelyimpacted by increased costs related to crew changes due to the COVID-19 situation.

• The effect of COVID-19 is expected to continue to impact the global OSV industry negatively in the near and medium term. Although the
• il price has increased somewhat from its lowest levels seen during the spring, the high degree of uncertainty surrounding the global

economic development is expected to yield lower investments within the offshore oil and gas industry, resulting in reduced demand for VSS’ vessels. A recovery within the industry is thus subject the global pandemic development, as well as the overall market sentiment within the offshore oil and gas industry.

• VSS has a sound financial position due to a clean balance sheet with no interest-bearing debt. Furthermore, the company has initiated

cost reducing measuresto mitigatethe current situation

• Western Bulk has suffered due to dry bulk demand contraction, in relation to the COVID-19 situation combined with port closures in

South Africaand India

• Western Bulk will benefit from its agile and asset-light business model, allowing for greater flexibility in managing fleet size and
• contracts. With limited cargo and tonnage commitments and improved spot trading capabilities, management is cautiously optimistic for

the rest of 2020. Furthermore, the companyis ahead of plan with reachingUSDm 4 in cost savings in 2020 comparedto 2019

Other

• None of the other portfoliocompaniesof magnitudehave seen a significant impactof COVID-19

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Kistefos has remained an active investor recently

Significant events during the last years

Jul./Nov.2018

• Kistefos increased its
• wnership in Instabank ASA

taking total ownership to ~22.6%

• Ownership further increased

to 25% in February 2019

H1 2019

• Kistefos acquired 40% of Aspit AS

in the first half of 2019

• Lumarine entered into

agreements to acquire 100% of Atlantic Lumus AS and Njord Salmon AS

• In addition, Kistefos has done

follow-up investments in TradeIX and Bilagos, as well as several

• ther financial investments
• Apr. 2019
• Kistefos acquired the remaining

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

was de-listed from Oslo Stock Exchange

November 2018

• Kistefos participated in an

equity issue in Panoro Energy ASA, investing NOKm 80 for an ownership stake of 8.0%

• Kistefos has later increased

its ownership stake to approximately 10%

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

• Dec. 2019
• Kistefos realised its 53.5%

holding in Kappa Bioscience AS, resulting in an accounting gain of NOKm 340

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
• Jan. 2020
• NextGenTel completed a

transaction which eventually will lead to its B2B division Proximo to be merged with Bitpro AS. Following the transaction, NextGenTel Holding owns 85 % of the combined entity

• Mar. 2019
• Advanzia Bank, majority
• wned by Kistefos, acquired

the credit card servicing portfolio for private banks of Catella Bank

• This portfolio acquisition

positions Advanzia as a leading provider of credit card solutions for private banks. 17

A proven track record of successful exits…

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

53.5% 2019 NOKm ~400 ~8.0x

• In October 2019, Kistefos announced its realisation of all of its 53.5% ownership in

Kappa Bioscience ASto an undisclosed buyer

• Kappa's core business is synthetic vitamin K2, used as a raw material in a series of

vitamin productssold across 70 countries 78%

• Profit from sale of

SEKm 2,495 ~3.8x

• 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 31% 2017 NOKm 170 5.7x

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

analytics coveringover 50 exchangesworldwide

• 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

OAC ownership 20% 2016 NOKm 400 2.7x

• Sold to Telia Company AB

57% 2015 NOKm 750 10.7x

• Second largest business telecomprovider in the Norwegianmarket
• Sold to Norvestor,with re-investment ofNOKm 152 for a continued20.1% ownership

29.9% 2015 NOKm 461 6.7x

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

fully digitaldistributionmodel

• 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 directorylistings and banner advertising on www.1881.no
• Spin-offfrom Opplysningen1881 ultimo 2010
• Sold to AmediaAS, yielding a strong return to Kistefos

CNEI

1) Including dividends 18

…has released significant liquidity over the past years…

Realised investments (NOKm) Comments

• Divestments of NOKbn ~4.9 since 2013

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

• During 2017, close to NOKm 600 was

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

• During

2018, the sale

• f

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

• In October 2019, Kistefos announced its

realisation of all of its 53.5% ownership in Kappa Bioscience AS to an undisclosed buyer

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

317 273 21 750 187 394 400 10 461 72 10 218 34 13 2015 2013 2016 2014 97 33 2017 SUM 2018 2019 4,839 1,549 4,839

CNEI

19

…combined with solid annual dividends from the portfolio…

Dividend history – portfolio companies (NOKm) Comments

• Advanzia

is the primary source

• f

dividends, and has demonstrated strong dividend capacity since 2013 (paid out EURm 135 in the 2013-19 period on a 100% basis. Net profit after tax of EURm 309 in the same period)

• Opplysningen 1881 has a history of strong

and consistent free cash flow with NOKm 376 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

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

56 78 37 45 30 40 25 65 30 179* 87 162 61 246 183 198 72 66 781 8 13 46 11 292 342 236 207 91 40 1,063 248 200 400 600 800 1,000 1,200 2013 2014 2015 2016 2017 2018 2019 2020 H1 1881 Group Advanzia Western Bulk Viking Supply Ships Phonero Magnora

Period avg.: NOKm ~291

20

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

Outstanding interest-bearing debt in Kistefos AS (NOKm) Comments

• Current interest-bearing debt consists

primarily of unsecured bond debt

• KIST05 has an outstanding amount of

NOKm 1,000, while KIST06 has an

• utstanding amount of NOKm 1,350
• KIST01, KIST02 and KIST03 were repaid

at maturity, while KIST04 was called in conjunction with the issue of KIST06 in April 2019

• NOKm 500 bank financing is debt in a

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

328 392 614 668 668 200 800 680 710 600 1000 1,000 1,000 1350 1350 497 332 300 300 450 500 500 1,151 1,325 381 839 1,055 1,797 2,204 2,678 1,439 1,592 668 1,100 1,580 2,160 2,850 2,850 0.24x 0.25x 0.07x 0.14x 0.17x 0.25x 0.26x 0.30x

2013 2014 2015 2016 2017 2018 2019 2020H1 KIST05 KIST06 Bank KIST01 KIST02 KIST03 KIST04 Net interest-bearing debt Net interest-bearing debt / portfolio market value

21

Kistefos aims to be a long-term active owner of its portfolio companies and typically sell to buyers with a similar holding period Kistefos believes that understanding and reacting to ESG risks and changes for both current and future investments are key to creating value in both the short and long term, while also minimising risks

ESG is a key factor for Kistefos

Therefore, focusing on EGS is imperative to driving value during our holding period while also creating attractive companies for potential buyers in the future

1 3 2 1 2

• Due to the nature of their businesses’, VSS and Western Bulk’s operations cause pollution
• The companies, their board and Kistefos work actively to ensure operations are

conducted in accordance with existing guidelines, limiting emissions to the natural environment

• Advanzia’s operations are solely conducted online. As such,

the company has a minimal carbon footprint

• Advanzia successfully renewed its ESR label issued by INDR

in 2019, the Luxembourg Institution for Sustainable Development and Corporate Responsibility

• Advanziais currently in negotiations with the developer for

the construction of its new headquarters which will be a carbon neutral, eco-friendly building

• VVS has made efforts to reduce its’ carbon footprint

through new vessels which will have dual-fuel engines

• The majority of Kistefos’ other subsidiaries

have operations that in their nature have a minimal impact on the environment

• Several companies are working towards

digitising and increasing efficiency and thus reducing the use of resources within the markets they operate

• Respective boards have an explicitly stated
• bligation to ensure business is conducted

responsibly

3

(please see appendix for further information)

22

Both in governing existing portfolio companies… … and when assessing new investment opportunities

KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

23

41.8 44.3 46.5 50.3 54.1 56.7 57.7 60.8 63.9 66.2 67.9 66.6 18.1% 16.8% 17.7% 9.5% Q3 Q4 Q1 Q2 2017-2018 2018-2019 2019-2020 Net interest income growth (YoY)

Advanzia Bank – Q2 2020 trading update

Recent developments Financial and KPI development

• Advanzia’s

business model has demonstrated strong resilience during the COVID-19 situation, with no significant negative developments in credit quality nor capital adequacy ratios to date

• Total loan loss provisions decreased by 32.1% QoQ, including

a precautionary provision of EURm 2.5 to account for a potential COVID-19 impact, and the loan loss provision decreased to 4.5% from 4.9% in Q1

• Earnings before tax of EURm 29.1 increased by 15.7% QoQ

and 32.6% compared to Q2 2019, while net profit ended at EURm 26.0, an increase of 37.8% QoQ and 55.5% compared to Q2 2019

• Simultaneously, Advanzia has delivered record-high profits,

totalling EURm 88.9 in the last four quarters. Since the end of 2010, Advanzia has delivered a 32.3% net profit CAGR

• Financing remains sound, with a capital adequacy ratio of

19.0 %1 and a liquidity coverage ratio of 164.7%

Net profit (EURm)

12.1 14.6 12.2 13.2 12.8 20.9 17.7 16.7 16.9 27.0 18.9 26.0 32.0% 29.2% 6.8% 55.7% Q3 Q4 Q1 Q2 2017-2018 2018-2019 2019-2020 Net profit growth (YoY)

Net interest income (EURm) Number of active credit card clients (‘000)

805 853 901 931 967 1,021 1,083 1,102 1,109 1,113 6.2% 5.9% 5.7% 3.3% 3.9% 5.6% 6.1% 1.8% 0.6% 0.4% Q1 18 Q2 18 Q3 18 Q4 18 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Non-delinquent active clients Growth 2018 2019 2020 2017 2018 2019 2020 2017

1) Including interim profits 24

97 160 164 226 306 405 499 605 732 890 1,170 1,399 1,632 1,655 10% 20% 23% 26% 34% 40% 48% 44% 41% 41% 37% 41% 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Q2 2020 / 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 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 – characterised 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 ~33% ROE since 2013
• 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 Net loans (EURm) ROE(%) Enters Spain & acquired card servicing

• perations

from Catella

n.a.

25

50 100 150 194 246 327 425 529 642 772 940 1,229 1,492 1,725 1,746

• 4
• 8
• 6

2 6 9 13 21 28 36 40 47 59 78 89 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 '20 Q2 LTM

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

Financial developments: 2006 – Q2 2020 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

• wnership

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 ~23% since 2010

• Loan loss provision rate of 4.5% in Q2 20,

compared to a credit card yield of 16.5% and net interest margin of 15.5%

Gross loan balance (EURm) Net profit (EURm)

Loan growth from 2010 (CAGR)

23% 33%

Net Profit growth from 2010 (CAGR)

26

~987,000 active credit card customers Present since 2006

A snapshot of Advanzia Bank S.A.

HQ

~52,000 active credit card customers Present since 2012 ~72,000 active credit card customers Present since 2015

1,113k

Active credit cards

EURm 1,746

Gross loan balance

EUR ~1,4651

• Avg. loan balance

16.5%

Credit card yield

164.7%

Coverage ratio

36.9%/24.5%3

Cost/Income ratio

41.2%

ROE

19%2

Tier1 ratio

Size Risk Performance Solidity

Key figures (Q2 2020)

~25,000 active credit card customers Present since 2018

1) Average loan balance per active customer FY2019 2)

• Incl. interim profit and new AT1

3)

• Incl. /excl. customer acquisition costs

27

378 445 525 614 758 939 1,102 1,113 24 25 27 31 33 39 46 48

2013 2014 2015 2016 2017 2018 2019 Q2 2020 Active credit cards ('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 ~16-17% and

stable funding costs

• Low cost/income below 40%
• Deposits are the primary source of

funding and are managed according to prevalent liquidity needs

• IFRS9 adopted in the beginning of

2018

• Successfully raised NOKm 225 and

EURm 25 in Tier 1 / Tier 2 capital during 2019

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 2018-2020 impacted by IFRS9

499 605 732 890 1,170 1,399 1,638 1,655 30 37 41 49 59 94 157 91 23.3% 21.4% 20.9% 21.7% 31.4% 19.6% 17.1% 21.7% 2013 2014 2015 2016 2017 2018 2019 Q2 2020 Value adj. Net loan balance Net loan balance growth (YoY) 34.2% 32.0% 33.6% 36.2% 38.6% 35.5% 35.5% 36.9% 20.8% 19.7% 20.6% 21.5% 23.2% 21.5% 21.8% 24.5% 2013 2014 2015 2016 2017 2018 2019 Q2 2020 Cost/income ratio (%) Cost/income ratio excl. acq. (%) 21 28 36 40 47 59 78 89 11 13 15 20 26 30 36 37 34% 40% 48% 44% 41% 41% 37% 41% 2013 2014 2015 2016 2017 2018 2019 Q2 2020 LTM Net profit Customer acq. cost ROE (%) 16.1% 11.2% 10.9% 10.4% 10.5% 13.4% 12.2% 12.6% 1.0% 2.7% 2.2% 2.8% 2.8% 2.2% 3.2% 1.5% 1.3% 0.9% 0.7% 3.6% 3.2% 16.1% 12.2% 15.0% 13.8% 14.2% 16.9% 18.0% 19.0%

2013 2014 2015 2016 2017 2018 2019 Q2 2020 CET1 Interim profit T1 capital 72 91 111 133 163 208 249 265 17.0% 17.0% 17.1% 16.8% 16.2% 16.3% 16.6% 15.5% 2013 2014 2015 2016 2017 2018 2019 Q2 2020 LTM Net interest income (EURm) NIM (%), credit cards

28

KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

29

Viking Supply Ships

Company description Key financials2

• Viking Supply Ships (“VSS”) has world-leading expertise in
• perations in areas with ice and extreme weather conditions
• VSS own fleet consists of four ice-class AHTS vessels (two 1A

Super vessels and two 1A vessels)

• The company also has a 30% stake in two ice-classed PSVs

currently under construction. The vessels have an environmentally friendly profile with dual fuel capabilities and are equipped with full battery packages to reduce emissions1

• In addition, VSS manages another five icebreakers on behalf
• f the Swedish Maritime Administration
• The company is listed on Nasdaq OMX Nordic Exchange in

Stockholm and is majority owned by Kistefos

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

Icebreaker vessels, which resulted in a realised gain for VSS

• f SEKm 2,485. On the back of the sale of the Icebreakers, VSS

paid SEKm 1,082 in dividends of which SEKm 847 to Kistefos, and repaid all outstanding bank debt

SEKm 2015 2016 2017 2018 2019 H1 2020 Net sales 1,114 760 331 300 504 130 EBITDA 293 160

• 143

2,382 114

• 71

Profit after tax

• 440
• 406
• 332

1,751 52

• 132

Total assets 4,117 3,693 2,558 4,224 2,140 1,991 Book equity 1,386 1,440 971 2,968 2,034 1,894 Net Debt 2,139 1,654 1,714

• 1,255
• 234
• 175

Equity ratio 34% 39% 38% 70% 95% 95%

Ownership structure3

1) VSS will have full operational and commercial management of the vessels. Expected delivery of the first vessels around year-end 2020 2) Including financial leasing debt, and restricted cash. Kistefos has no guarantees or commitments for VSS’ debt or obligations 3) Enneff Rederi (Folke Patriksson) owns 2% of the share capital but 10.5% of the votes 4) Per 20 August 2020

Market capitalisation SEKm 5864 78% 22% Other

30

NextGenTel AS

• NextGenTel is a major player in providing fixed and mobile

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

• Founded in 2000, NextGenTel is a frontrunner within

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

• Kistefos owns 100% of NextGenTel following a voluntary
• ffer to acquire the company in April 2019 (NOKm 326

value). The company was divided into NextGenTel AS (consumer segment) and Proximo (corporate segment) after Kistefos acquisition of the holding company in 2019

9.4% 0.5% 89.1% 1.0% VoIP Mobile Broadband (incl TV) Wholesale

Product mix (H1’20) Operational segments (H1’20)

95.6% 4.4% Norway B2C International

Key products

Broadband and fibre WiFi-solutions TV functions and decoder H1 2020 revenues (NOKm) H1 2020 EBITDA (NOKm) Cash per Q2 20 (NOKm)

293 24 61

31

Company description Key financials

Bitpro AS

• Bitpro is a supplier of a wide range of IT services and digital

communication solutions to the Norwegian business segment

• The company was launched in January 2020 as a result of a

transaction in which Bitpro AS and Proximo AS (NextGenTel Holding’s B2C segment) was merged

• Bitpro has entered into agreements with the largest and most

important suppliers of fiber access in Norway and will deliver FWA (Fiber Wireless Access) to the first customers in the second half of 2020

• Another key focus area for Bitpro is the migration of

customers from DSL to Fiber and FWA

• Bitpro is headquartered in Kristiansand with offices in

Bergen and Oslo and has ~65 FTEs

• Kistefos owns 84.8% of the shares in the company

Products and services 112 125 17 20 2019 H1 2020 H1 +11% Revenue EBITDA

1) H1 2019 financials Proximo stand-alone Support

Helpdesk Bitpro MyPage

IT Management

Project mgmt Delivery Follow- up Technology

Solutions

Datacom Network Security Client Interaction IOT

32

Company description Key financials1

27% 57%

Oslo Airport City

Company description Property illustrations

• Oslo Airport City (“OAC”) is one of Norway’s largest real estate development

projects situated next to Oslo Airport Gardermoen (“OSL”). OAC plans to develop an “Airport City” with more than 1,000,000 sq.m. of diverse commercial property

• OAC has an experienced management team and board. The company has partnered

up with Vedal, one of Norway’s leading commercial developers, which will be responsible for the development and completion of future projects

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

and logistic properties

• OAC has signed construction contracts with Autozentrum for the development of a

“Porsche Center” showroom, and Haut Nordic for the development of an airport hotel & conference center

• 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 realisation

Sale Ownership Gross proceeds Performance NOKm 392 1.8x

Multiple to cost

Pre-sale ownership Post-sale ownership

33

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

• f

Opplysningen 1881, Digitale Medier 1881 AS, Prisguiden 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, including voice assisted

search and SMS, are declining as expected. However, this is

• ffset by growth in new services across the Group, where

especially “Mobilsøk” (Mobile search app) and Prisguiden are driving the growth that comes from new services

• 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
• rder to capitalise 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

• f Digitale Medier, Develo, Prisguiden and Idium serve as

good examples of such

1881 Group AS NOKm 2017 2018 2019 1H 2020 Revenue 394 402 428 197 EBITDA 115 101 89 42 EBITDA margin (%) 29 25 21 21 Profit after tax 19 18

• 13
• 0,8

Products

34

Western Bulk Chartering

Company description Key financials and ownership structure

• Western Bulk Chartering AS (“Western Bulk”) is an experienced, trading
• riented and asset-light dry bulk operator, exploiting technology,

analytics and risk management to succeed in a highly competitive and global shipping market

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

tonnage and operates 100-150 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

• In December 2019, the company’s two largest shareholders participated

in a private placement where Kistefos AS converted outstanding debt of USDm 13.1 and Ojada AS injected USD 1.5m in cash

• At the end of H1 2020 the group had USDm 17.6 free cash in addition to

up to USDm 10.7m in unutilised credit facilities

• Results for H1 2020 were negatively impacted by the COVID-19

situation, combined with port closures and depressed markets, with rates down to levels not seen since early 2016

• Despite this situation net TC result was up from USDm -8.8 in H1 2019 to

USDm 7.8 in H1 2020

• Western Bulk brought down the volume of vessels at the end of 2019 and

Q1 2020. This has limited the exposure to the weak market. With limited cargo and tonnage commitments, a flexible structure and improved spot trading capabilities, Western Bulk are cautiously optimistic for the remainder of 2020

USDm

1

2015 2016 2017 2018 2019 H1 2020 Net TC 44.5 4.4 40.5 31.6

• 6.4

7.8 EBITDA 9.1

• 19.2

8.3 5.2 -31.8

• 2.6

Result a. tax 7.2

• 20.1

4.3 4.2 -38.0

• 2.9

Total assets 117.3 98.6 101.4 116.4 118.0 76.3 Book equity 47.1 13.8 20.2 24.1 16.0 13.9

1) 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 2) Baltic Exchange Dry Index: Factset 19/08/20

Baltic Exchange Dry Index2

500 1,000 1,500 2,000 2,500 '15 '16 '17 '18 '19 '20

80.6% Ojada 9.8% Other 9.6%

35

TRADEIX

• TradeIX is a fintech company developing software and

infrastructure within trade finance through the Marco Polo network, aspiring to become the preferred network and platform for global trade and supply chain solutions

• The digital platform created by TradeIX allows trading

partners to automate and streamline their trade and supply chain finance activities

• Trading partners exchange data and transact on a peer-to-

peer basis over an open and distributed network purposely built for trade – only one connection needed to connect to the entire global network

• The company is headquartered in Dublin with offices in

London and Singapore and with operations in Germany, Spain and the US

• Kistefos owns 28% of TradeIX
• Unmatched group of 30+ global banks and 20+ corporate

platform members, and world class technology partners and distribution partners supporting the development and commercialisation of TradeIX and its solutions Corporates Banks Technology and distribution partners

36

Company description Blue chip partners

Lumarine AS

Company description Key financials (Lumarine Group, NOKm)

• Lumarine is a producer of cleaner fish and salmon post-smolt. The

company has production facilities at Tømmervåg and Tjeldbergodden (both outside Kristiansund) and Sleneset

• Cleanerfish (Lumpfish and Wrasse) is used in fish farming facilities to

combat the salmon parasite sea lice, as an alternative to chemical and mechanical treatment which is harmful to the salmon and the environment

• In July 2019, Lumarine acquired 100% of the shares in two

companies; Njord Salmon and Atlantic Lumpus. Through these acquisitions, the company secured access to facilities and necessary competence for the production of post-smolt and wrasse, as well as additional capacity for lumpfish.

• With the three facilities, Lumarine has increased both its production

capacity of lumpfish and diversified into additional aquaculture species, which will be an important source for further growth

• Kistefos owns 94% of the Lumarine Group
• The delivery volume of lumpfish and the financial results for 2019

and the first half of 2020 are negatively affected by the biological event at the end of 2019. Lumarine expects further profitability growth in the second half of 2020.

Production facilities

37

Tømmervåg Tjeldbergodden Sleneset 71 58 6 9 2019 2020 H1 Revenue EBITDA

Promon

Company description Key financials (NOKm)

• Promon is a Norwegian cyber-security software company

that specialises in securing software applications

• Promon focuses on security solutions that are incorporated

into applications and can detect and prevent attacks without human intervention – so-called Application Hardening or Runtime Application Self Protection (RASP) technology.

• Promon’s patented method for proactively detecting and

blocking security threats enables protection of applications and data on any potentially unsafe or unprotected device in any location

• Promon focuses on banking and finance, but supplies

products to a variety of industries, and several major international companies use Promon’s solutions

• Promon is a software company with a business model

focused on license agreements with customers and partners. Almost all revenue is recurring

• Promon is headquartered in Oslo, Norway
• Promon expects continued growth in line with the last few

years

• Kistefos invested in Promon in 2008 and owns 30.4% of the

shares

23 34 4 2020 H1 2019 H1 +48% EBITDA Revenue

38

Aspit

Company description Key financials (NOKm)

• Aspit is a software company that provides technology

services to the healthcare sector in Norway. Aspit has been a leading supplier of electronic patient record systems (EHR) and IT operations for more than 20 years

• Aspits electronic patient record systems has achieved a

leading position within the psychology market with the product Psykbase and the physiotherapy markets with the product Physica

• The company's main focus is on software for the chiropractor

/ physiotherapy and psychiatry market. The company has invested in the development of a modern web-based system that will be launched during 2020

• Aspit has further plans to enter the general practitioners

market in the near future with the product Aspit Medica, as well as further developing Aspit Envision, a solution for image handling for medical use for healthcare professionals

• Aspit is a software company with a business model focused
• n subscription agreements with customers where all

revenue is recurring (excluding the IT operations product

• ffering)
• The company is headquartered in Seljord, Telemark and

expects continued solid growth in 2020

• Kistefos owns 40% of the shares (entry 2019)

24 32 2019 H1 2020 H1 +33% Revenue

Products

39

Semine

• Semine has developed the accounting robot SEMINE, which

utilises artificial intelligence to automate accounting and invoice management for companies, accounting agencies and the public sector.

• The core product delivers value across several dimensions for
• customers. First, invoice transaction and processing costs are

reduced dramatically. Second, the level of granularity in the data capture enables both cost savings and better understanding of their own business

• By delivering superior quality services, enabling new insights

using line-item data while also enabling cost savings for customers, Semine aims to become a leading player within the accounting software market

• Semine has invested significantly in a modern IT architecture,

leveraging the newest technologies and with microservices to ensure the best performance, flexibility and scalability

• The market for accounting services will changing rapidly over

the coming years, driven by increased digitalisation and

• automation. Semine aims to be a key player driving these

changes

• Semine has about 70 employees with offices in Kristiansand,

Oslo and a subsidiary in India with support staff

• Kistefos owns 41.8 % of the shares (entry 2017)

January 16,596 July February August 151,892 April March May june 5,965 29,770 41,936 62,910 93,567 128,758

40

Company description Invoices processed 2020 (cumulative)1 Selected signed customers

1) August as of the 20th

Diffia

Company description Illustrations

• Diffia is a growing technology company founded by a strong team of clinicians and

technologist which operates in the e-health market. They design and implement mobile software for clinical care and coordination, as well as remote care or home monitoring – all focused towards the needs of the specialised health sector (hospitals) and their patients.

• Diffia has developed Nimble Clinic which allows hospital clinicians to efficiently and

seamlessly communicate with each other, instantly document patient information at the point of care, and securely share that information asynchronously within the relevant care team

• Uniquely, Nimble is integrated with other critical hospital systems, enabling much

needed reductions in double documentation, increased patient facing time and significantly reduced probability of mistakes arising from manual information flows

• Nimble Clinic is designed to collect structured data, which will enable the use of

machine learning and AI to automate clinical tasks that steal valuable time away from hospital clinicians

• In 2019 the company won a prestigious innovative procurement contract with

Østfold Hospital Thrust. The contract aims to deliver Nimble homeward, a groundbreaking seamless remote care platform for cancer patients. Nimble Homewards builds upon the seamlessness of Nimble Clinic and provides a digital remote service for patients under the care of hospitals. The contract allows for other departments and hospitals in the entire initial target market to accede the agreement

• The company is headquartered in at Oslo Science Park, Oslo, Norway
• Kistefos invested in Diffia in 2019 and is the largest owner with 23,3 % of the shares

Nimble People for patients

Nimble Homewards

Seamless & on-demand remote care for hospital patients with chronic or severe diagnosis Seamless & mobile experience for hospital clinicians

Nimble Clinic for clinicians

41

Outlook

• Over the near term, continued strong development of the bank’s profits and capital adequacy measures is expected. Even though the

bank forecasts a slight increasein defaults over the coming quarters, the overall impact on the bank’s is expectedto be relatively small.

• Despite observing no worsening of credit quality overall, the bank has decided to take an extraordinary loan loss provision of MEUR

2,5 to account for an unexpectedworsening of macroeconomicconditions, reducing the risk on future earnings.

• A solid development in the Bank’s results is expected, unless a significant unforeseen worsening of the COVID-19 situation and the

related confinement measures

• The Bank remains solid and well capitalised
• The effect of the COVID-19 situation will likely continue to impact the global OSV industry in the near and medium term
• Although the OSV market is expected to be challenging, the recent contract awards for Magne and Loke Viking clearly demonstrates

the benefitsfrom operatingin a niche with less supply and higher barriersto entry

• However, should the market not show any signs of improvement throughout the fall, the Group will have to consider lay-up of

additional vessels

• Western Bulk brought down the volume of vessels at the end of 2019 and Q1 2020. This has limited the exposure to the weak market.

With limited cargo and tonnage commitments, a flexible structure and improved spot trading capabilities, Western Bulk are cautiously optimistic for the remainderof 2020.

• Trade IX is heading for full commercialisation and targeting revenue from trade finance products during H2 2020, with Covid-19

having underlinedthe urgent need for digitalisation of the highly cumbersome processes within international trade

• Significant growth potential expected based on network effects and attractive revenue model taking a very small transaction fee per

transaction

42

Outlook

• The 1881 Group is expected to continue to deliver good results in line with previous years as the company expands its

investments in new services and capitalises on the investments made in the product portfolio

• NextGenTel expects positive value development in the customer portfolio as migration to new forms of access is carried out
• Bitpro expects to capitalise on a larger sales organisation resulting in increased speed for migration as well as sales
• pportunities with services within cloud/IT-management
• Lumarine expects further good profitability growth in the second half of 2020
• Promon expects continued growth in line with the last few years

43

KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

44

• On the back of a record-breaking 2018 primarily due to the

realisation of vessels in VSS, Kistefos delivered NOK 461 of net income in 2019, driven mainly by high-performing Advanzia

• A number of the Kistefos group’s companies have been

negatively affected by the COVID pandemic. Yet, the Group's banking operations, IT and telecom operations, as well as several venture investments, have had a positive development with strong value creation in H1 2020. VSS, Western Bulk and listed shares with financial and oil exposure have been negatively affected by the pandemic and low oil price during H1

Kistefos AS – Key financials

Key financials – Kistefos AS Comments Key credit metrics

59% 52% 37% 29% 34% 29% 25% 19% 18% 29% 12% 10% 2015 2016 2017 2018 2019 H1 2020 Book equity ratio NIBD/total assets P&L (NOKm) 2015 2016 2017 2018 2019H1 2020 Operating results

• 87
• 118
• 77
• 431
• 162
• 66

Income from subs and ass. companies 955 423 413 1,308 606 Net Gains/value change (losses) 13

• 566
• 737

321 Net interest

• 117
• 76
• 109
• 120
• 185
• 90

Other Financial 91

• 2
• 2

46

• 18

12 Net income 873

• 339
• 511

1,124 461

• 386

Balance sheet (NOKm) 2015 2016 2017 2018 2019H1 2020 Investments in subsidiaries 2,309 2,330 2,203 2,849 3,489 3,489 Total fixed assets 2,376 2,919 2,440 3,033 3,634 3,680 Total stock-in-trade and receivables 944 408 280 1,445 417 323 Shares and other financial instruments 580 130 195 297 500 496 Cash and cash equivalents 287 261 525 362 646 172 Total Assets 4,187 3,717 3,440 5,138 5,197 4,672 Total Equity 2,472 1,927 1,258 1,494 1,741 1,375 Interest-bearingdebt1 668 1,100 1,580 2,160 2,850 2,850 Non-interest-bearing debt 1,048 690 602 1,484 606 447 Key ratios and metrics 2015 2016 2017 2018 2019H1 2020 Book equity ratio 59% 52% 37% 29% 34% 29% IBD/total assets 16% 30% 46% 42% 55% 61% NIBD/total assets 9% 23% 30% 35% 35% 26%

1) Includes bank financing in a subsidiary with share pledge in Advanzia Bank and guarantee from Kistefos AS - See page 21 for detailed overview 45

Kistefos Group – Key financials

Key financials – group consolidated Comments

• The Kistefos Group’s revenue remained stable, decreasing

slightly from NOKm 6,520 in H1 2019 to NOKm 6,743 in H1 2020

• Key factors differentiating 2018 from other periods are the

gains on sale of vessels in Viking Supply Vessels, as well as higher rate levels and activity in Western Bulk

• Group cash of NOKm 650 per June 2020

P&L (NOKm) 2014 2015 2016 2017 2018 2019 H1 2020 Total operating income 12,120 12,241 8,180 9,377 14,379 14,441 6,743 EBITDA 714 973 84 490 2,719 1,153 548 EBIT 515 560

• 361

205 2,277 881 370 Net financial items

• 259

61

• 436

188

• 341
• 174
• 390

Net income 253 557

• 857

341 1,788 708

• 99

Balance sheet (NOKm) 2014 2015 2016 2017 2018 2019 H1 2020 Total fixed assets 5,489 5,273 3,675 3,360 2,465 2,930 3,203 Other current assets 2,995 2,143 12,518 18,414 21,760 27,079 29,381 Cash & cash equivalents 1,521 980 863 1,057 2,685 1,215 650 Total assets 10,005 8,396 17,056 22,831 26,910 31,224 33,234 Total equity 2,628 2,908 2,070 2,209 3,086 2,900 3,273 Interest-bearing debt 5,173 3,701 3,602 4,032 3,768 3,935 3,991 Other liabilities 2,204 1,787 11,384 16,590 20,056 24,390 25,970

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 46

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 Kistefos an attractive partner on multiple cases

47

• 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

48

KISTEFOS OVERVIEW ADVANZIA BANK APPENDIX OTHER PORTFOLIO COMPANIES FINANCIALS

49

Simplified legal structure

78.3% 80.6% 27% 100% 100% 100% 60.3% 94% 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 Bank S.A. Holding Akvaservice AS Viking Invest AS Western Bulk Chartering AS

100%

Other Telecom Holding 3 AS

100%

Bitpro AS

84.8%

NextGenTel AS

100%

Lumarine AS

100%

50

Debt overview

78.3% 100% 100% 100% 100% 100% Debt 30 June 2020: KIST05: NOKm 1,000 KIST06: NOKm 1,350

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

100%

Western Bulk Chartering AS Total NOKm 500 RCF as of 30 June 2020:

• Facility maturing in June 2022
• Share pledge in Advanzia Bank shares
• Guarantee from Kistefos AS

100%

Outstanding debt in NextGenTel Holding AS per Q2 20 of NOKm 130

• Bank credit facilities of USDm 35
• USDm 25 drawn per Q2 20
• Guarantee from Kistefos AS

Debt free

80.6%

1881 Group AS Outstanding debt in 1881 Group AS per Q2 20 of NOKm 155

100% 94% 100%

Lumarine AS Holding Akvaservice AS Outstanding debt in Lumarine AS per Q2 20 of NOKm 4.3 with total available facilities of NOKm 15 51

• 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 authorised 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 Bengt A. Rem CEO Erlend Bondø CFO

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 and 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., Promon AS and Ostomycure AS

• 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 Lumarine AS

Cato Halsaa

Investment Director

• Prior to joining Kistefos, Mr. Halsaa was a partner at the investment firm

Attivo AS. His previous experience includes partner at Pareto Securities AS and Medici Corporate AS.

• Holds a MSc in Finance from San Diego State University

52

Management & key investment team

• 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, Sbanken ASA, EAM Solar and IMSK SE. 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)

• Martin Reimers 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

• 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 organisations both in Norway and internationally over the past 30 years. Tom Ruud is currently a Board Member of Kistefos AS.

• Tom Ruud is a Civil Engineer from Norwegian University of Science and Technology (1974)
• 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

• 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

Christen Sveaas Executive Chairman and Owner of Kistefos AS Erik Wahlstrøm Member since 1989 Tom Ruud Member since 2010 Martin Reimers BoD member since 2011 Ragnhild Wiborg BoD member since 2014 53

Board of Directors

Kistefos – other activities

Examples of other activities

• Kistefos-Museet is located about one hour by car 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

• 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 54

ESG check list (1/6): General

General industry

Please list the industry’s three biggest sustainability-related challenges i. Finding investment opportunities scoring high on both financial and sustainability criteria. ii. As investment companies can be a part of the transition towards a more sustainable future it is important to not avoid investing in companies that can improve their sustainability focus with the guidance of an active owner iii. Understanding and reacting to ESG risks and changes are key to creating value in both the short and long term while minimising risks How does the firm compare to industry peers regarding sustainability initiatives; above, on par, or below?

• Kistefos is focused on ESG as part of our investment strategy when assessing potential

investment to ensure that companies generate value in the long-term both for Kistefos as an

• wner and for society as a whole.
• In addition, Kistefos influences the portfolio companies to move towards a more sustainable
• future. As such, we consider Kistefos to be on par with peers

Is the company a signatory of the UN Global Compact or Science Based Targets, report to the CDP or engage in any

• ther relevant sustainability

initiatives?

• Kistefos continuously reviews and enhance its ESG strategy, both on a company level and

through active ownership and directorships in our portfolio companies

• E.g. in 2019 Advanzia Bank successfully renewed its ESR label issued by the INDR, the

Luxembourg Institution for Sustainable Development and Corporate Social Responsibility

55

ESG check list (2/6): Environment

Environment

i. As an investment company Kistefos’ greatest opportunity is to invest in positive climate related companies ii. Use our influence as an active owner to push companies in a positive direction with regards to climate i. Market risk: In the event climate change has a direct or indirect negative impact on the global, regional or local economy the portfolio companies may be negatively impacted ii. Legal and policy risk: changes may directly or indirectly have a negative impact on the business of the portfolio companies iii. Event driven risk: any acute climate driven events that may negatively impact global and regional markets

• Kistefos is actively looking for investment opportunities scoring high on ESG-criteria, including climate-related

investments.

• Examples of climate-related investments in Kistefos’ portfolio:

i. Advanzia is currently in negotiations with the developer for the construction of its new headquarter which will be a “carbon neutral/eco-friendly” building ii. Viking Supply Ships has, together with a partner, ordered two environmentally friendly PSVs with dual fuel capabilities contributing to lower emissions iii. Magnora is actively engaged in developing wind projects in Norway and abroad Please list, if any, the firm’s climate-related opportunities Please list the firm’s three primary risks related to climate change Does the firm anticipate any climate-related investments?

• No, neither the company nor any of the portfolio companies rely on any scarce resource in its operations

Does the firm rely on any scarce resources for its operations?

56

ESG check list (3/6): Environment

Environment (cont’d)

• Kistefos’ main transition-related risks are related to the financial impact on two of the portfolio companies:

Viking Supply Ships (VVS) and Western Bulk (WB): i. VVS: Lower demand for oil will reduce exploration and production activities which is the primary demand driver for Viking Supply Ships’ AHTS vessels. On the other hand, strong and continued growth within offshore renewables (i.e. floating offshore wind) may drive demand for Viking’s AHTS vessels ii. WB: A change in consumer behavior towards more locally sourced and recycled goods may result in a decrease in the demand for shipping freight, which would negatively impact Western Bulk, as an

• perator of bulk vessels

Do you anticipate any risks or

• pportunities due to the transition

to a carbon-neutral society? Is there any risk of the firm’s offer being negatively effected? If yes, is the firm well positioned to handle that risk?

Please list the firm’s (1-2) primary means of making a positive environmental impact or minimising negative environmental impact. How are they tracked and communicated?

• The primary means for Kistefos to make a positive environmental impact is to allocate capital towards ESG

friendly companies and use the influence that we have as an active owner represented on the boards of companies to push them in a more sustainable direction

57

ESG check list (4/6): Social

Social

• Kistefos does not have a history of accidents
• Kistefos’ main owner is a philanthropist who is actively engaged in contributing to the society through several

initiatives, of which the following are examples: i. Kistefos is the main sponsor of the Kistefos Museum ii. 2nd Chance is a staffing company that recruits its candidates from people need a second chance and that would otherwise struggle to get employment. Kistefos started investing in 2nd Chance in 2016. iii. Student grant and scholarships: Norwegian and African students can apply for grants and scholarships to attend Harvard Business School, St. Gallen University, IE University iv. Small project foundation: Kistefos is one of the funding partners to the Small Projects Foundation whose vision it is to develop ways of supporting poor and disadvantaged individuals and communities to improve their quality of life physically, socially and economically Does the firm have a history of accidents? Does the company conduct any

• ther community engagement

activities aside from those directly connected to the business?

• Kistefos reviews the environmental policies of its main suppliers before entering into agreements. Most main

suppliers to the Kistefos head office are environmentally certified (i.e. “Miljøfrytårn”).

• All waste at our main office is recycled.

Circular economy: How are purchases and waste managed? Please list the firm’s demands

• n its suppliers, if applicable
• As an investment company Kistefos is not heavily reliant on suppliers, however Kistefos continuously reviews and

enhance its ESG strategy, both on a company level and through active ownership and directorships in our portfolio companies. Are there any goals, policies, or codes of conduct applicable to the firm’s suppliers? How often does the firm conduct audits of its suppliers?

58

ESG check list (5/6): Governance

Governance

• Yes, all members receive education on anti-corruption and there is an external whistle-blower function in place
• There are no ongoing or historical incidents involving corruption, cartels or any other unethical business conduct

Do all staff members receive continuing education on anti- corruption? Is there an external whistle-blower function? Are there any ongoing or historical incidents involving corruption, cartels or any other unethical business conduct? Have any preventive measures been taken?

• Tax residence is Norway as the company is incorporated in Norway and the owner is Norwegian

Please state the firm’s business tax residence (i.e. where the firm pays tax) and explain why that specific tax residence was chosen

• Yes, four out of the five members are independent

Are there independent members

• n the Board of Directors?
• Kistefos has transactions with subsidiaries in the ordinary course of business, including but not limited to

participations in capital issues in portfolio companies, acquisitions, dividends and sale of shares and assets

• In addition, Kistefos has some transactions with other companies owned by Christen Sveaas
• All significant related party transactions are disclosed in annual accounts

Please state if and to what extent, the company has transactions with related parties

59

ESG check list (5/6): Governance

Governance (cont’d)

• Yes, it is in line with industry peers
• The remuneration is based on financial results and the development of the portfolio companies according to a long-

and short-term business plan with focus on long-term value creation Is the remuneration of the CEO and other members of the management team in line with industry peers? Which KPIs dictate the remuneration (particularly if sustainability and gender diversity are included)?

• Board of directors:

4 men, 1 woman

• Management team:

6 men

• All employees:

13 men, 5 women Please indicate the relative split

• f men/women at every level of

the firm, particularly the Board

• f Directors and management

team

• Yes

Is the Head of Sustainability a member of the management team? If not, who does that person report to?

• Union agreement:

No

• Code of conduct:

Yes

• Diversity policy:

Yes

• Anti-corruption policy:

Yes Please state whether the firm has the following policies or agreements in place:

60

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

61