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PRESENTATION Always By Your Side. 1. Consent Solicitation and - PowerPoint PPT Presentation

Always By Your Side. Q3 2016 PRESENTATION Always By Your Side. 1. Consent Solicitation and Recapitalisation 2. Q3 and Q1-Q3 financials 3. Appendix 2 Page to be removed on 31 October 2016 Transaction structure Issue of Subsequent Notes


  1. Always By Your Side. Q3 2016 PRESENTATION

  2. Always By Your Side. 1. Consent Solicitation and Recapitalisation 2. Q3 and Q1-Q3 financials 3. Appendix 2

  3. Page to be removed on 31 October 2016 Transaction structure – Issue of Subsequent Notes Sources and uses Transaction structure Sources EURm Uses EURm Triton, mgmt and Subsequent Senior Secured Notes 60.0 Shareholder distribution 60.0 co-investors Cash on balance 2.5 Transaction costs 2.5 Existing Notes Total 62.5 Total 62.5 Polygon Holding AB EUR 120m + Illustrative financials (EURm) Pre-tap Q3 2016 LTM Post-tap Q3 2016E LTM Subsequent Notes Interest bearing debt 1) 118.5 178.5 Polygon AB EUR 60m Defined benefit plans 5.6 5.6 Cash on balance sheet 24.8 22.3 SSRCF Polygon Polygon Net debt 99.3 161.8 EUR 14m International AB Finland Holding OY Adj. EBITDA 38.8 38.8 Subsidiaries Polygon Finland OY Illustrative cash interest expense 2) -6.0 -9.0 Net debt / Adj. EBITDA 2.6x 4.2x Interest cover 2) 6.5x 4.3x Proposed Amendments in Consent Solicitation and in notice to Noteholders’ Meeting The completion of the Recapitalisation is subject to the fulfilment of customary conditions precedent for a recapitalisation transaction and the Recapitalisation (including the exceptions set out below) will only be permitted within the Recapitalisation window, being the period beginning on the date of the approval by the Noteholders’ Meeting and ending on 31 March 2017 Incurrence test  Polygon AB to issue Subsequent Notes of EUR 60m; Leverage to exceed 3.75:1 but below 4.25:1 (one time exercise within Recapitalisation window) - Clause 12.1 (a) (i) Distribution  Recapitalisation of the Group of up to maximum EUR 60m by way of shareholder’s distribution (one time exercise within Recapitalisation window) - Clause 13.2 (c) (i)  Release of security Release of security over shareholder loans in connection with repayment of such for the purpose of the Recapitalisation Note: 1) As per the company’s financial reporting, 2) Based on coupon of 5.00% 3

  4. Page to be removed on 31 October 2016 The Noteholders’ Meeting and key dates Requirements for passing the Proposed Amendments  A quorum will be achieved if Noteholders representing at least 20% participate in and vote at the Noteholders’ Meeting  Noteholders representing more than 66 2/3 of Notes for which Noteholders are voting are required to pass the Proposed Amendments  A fee of 1.50% will be offered to Noteholders providing consent before the early voting form submission deadline  Consenting investors will receive preferential allocation in the tap issue Indicative key dates Event Date and time (CET) Description  Consent Solicitation expected to be announced and Announcement 11 October Noteholders’ Meeting Notice to be released  Announcement of Q3 2016 results 14 October Q3 2016 interim report published  Voting deadline for Noteholders to receive the Early Bird Early voting form submission deadline 19 October 5.00p.m. CET Consent Fee of 1.50% Noteholders’ Meeting  26 October 9:00a.m. CET Meeting to vote on Proposed Amendments 4

  5. Always By Your Side. 1. Consent Solicitation and Recapitalisation 2. Q3 and Q1-Q3 financials 3. Appendix 5

  6. Key Financial characteristics Key financials (EURm) In brief 462.4 • Polygon (the “Company”) is a leading provider of property damage restoration (“PDR”) services 470 50 38.8 with presence in 13 countries 460 • Clear market leader in the fragmented European market with 8% market share 40 29.4 • 450 Service offering comprises Net sales Adj. EBITDA 438.7 25.3 Water damage restoration (“WDR”) – 24.4 30 440 20.5 Fire damage restoration (“FDR”) – 430 423.4 Reconstruction (“REC”) 20 – 419.1 416.5 Temporary climate control (“TCS”) – 420 10 Leak detection (“LD”) – 410 Large loss (“LL”) – 400 0 Documents restoration (“DOCs”) – 2012 2013 2014 2015 Q3 2016 LTM • More than 2,800 employees across 280 depots in Europe, North America and Singapore • 250,000 individual assignments annually Adj. EBITDA 6.1% 5.8% 4.9% 6.7% 8.4% • margin Polygon was acquired by Triton in 2010 (previously a service division of Munters) Sales by geography Sales by service line Sales by customer segment Public sector Other countries Other DOCs 2% 9% Households LL 3% 1% 9% 12% WDR North America 30% 8% LD 4% UK Germany TCS Companies 9% Insurance 52% 9% 30% companies 59% Nordics 22% REC FDR 21% 20% 6

  7. Q3 2016 Key Highlights P Strong sales • Increased share of wallet from existing insurance customers • New contract starts • Support from the Central European floods that occurred during summer P Good order intake and backlog going into Q4 P Strong profit development • Ongoing effects from last years restructuring projects • Contribution from Business improvements initiatives • Good leverage on the robust and efficient cost base P Bond Leverage down to 2.6 times 7

  8. Third Quarter 2016 • Sales were up 16% vs. last year driven by GROUP KEY FIGURES strong organic growth, increased share of EUR million Q3 Q3 wallet and summer rains 2016 2015 Sales 121.7 105.3 • Order intake continued on a good level EBITDA 11.5 6.8 • Adjusted EBITDA amounted to 11.7 M € (7.0) EBITA 9.1 4.5 – Main improvements came from central Europe Adjusted EBITDA 11.7 7.0 – Strong effect from last years restructuring in Adjusted EBITDA % 9.6% 6.7% Germany and the US Adjusted EBITA 9.3 4.7 • Adjusted EBITA amounted to 9.3 M € (4.7) Adjusted EBITA % 7.6% 4.4% • The roll-out of the new field force system Free cash flow 3.8 1.8 continued in Q3 Net debt 99.3 107.4 8

  9. January - September 2016 • Sales were up 7% vs. last year following a GROUP KEY FIGURES strong second and third quarter. Growth EUR million Q1-Q3 Q1-Q3 adjusted for closure of PDR in the US and 2016 2015 currency effects was 11% Sales 349.0 325.4 • Adjusted EBITDA amounted to 28.9 M € (19.4) EBITDA 28.2 14.7 – Improved earnings in 11 out of 13 countries EBITA 21.2 7.7 – Good development in highlighted large countries Adjusted EBITDA 28.9 19.4 (Germany, US, Norway and Finland) Adjusted EBITDA % 8.3% 6.0% • Adjusted EBITA amounted to 21.8 M € (12.5) Adjusted EBITA 21.8 12.5 • Adjusted EBITA % 6.3% 3.8% Significantly lower IACs of 0.6 M € (4.8 M € ) due to phasing out of restructuring costs Free cash flow 4.4 2.9 Net debt 99.3 107.4 9

  10. Large flooding's in Central Europe (Summer 2016) 10

  11. Large events missing in 2015 Harsh Winter Harsh Winter Mild Winter Mild Winter Mild Winter 2011 2012 2013 2014 2015 2016 • • • • • • Heavy rain in Sandy (US) Flooding in South Flooding in Small local flooding Heavy summer rain Copenhagen Germany Münster (Austria, Norway) in Germany, • Heavy rain in France, Holland • • • • UK rain Copenhagen Sandy Flooding Malmö / Insurance and Belgium Copenhagen companies reports • • UK flooding UK flooding unusual low claim • UK December rain level and flooding • Surge in UK • Polar Vortec in US (December) 2016 Heavy summer rain in Central Europe - Lack of “good margin” sales from events in 2015 11

  12. 2016 Focus – Improve profitability in large countries Delta EBITA % 2015-2016 YTD Sweden Denmark Norway Finland UK Germany Austria Belgium France Holland US Canada - Focus countries 12

  13. Successful strategy shift • The Polygon US business underwent a Adj. EBITA development complete strategy shift during 2015. Exit from the Property Damage Restoration sector – The US market for PDR is more direct to customer with more limited influence by insurance companies where Polygon has a strategic edge • Focus moving forward: Temporary Climate Solutions and Document Restoration • Costs and personnel have been 2012 2013 2014 2015 Q3 2016 slimmed accordingly, making Polygon LTM US a dedicated and competitive player in the marketplace 13

  14. Building muscles • The headquarters of the Polygon organisation were consolidated at one location - Olpe • The regional structure was strengthened by a strategic relocation • The internal work to implement the Polygon Model continued according to plan – further strengthening Polygon’s position as the German market leader Adj. EBITA development 2012 2013 2014 2015 Q3 2016 LTM 14

  15. Net Sales, adj. EBITDA and adj. EBITA by Quarter Net sales (EURm) Adj. EBITDA (EURm) Adj. EBITA (EURm) CAGR: 5.7% CAGR: 38.5% CAGR: 63.0% 180 414 419 426 438 443 439 437 446 462 500 16 45 16 35 38.8 450 29.4 40 14 14 30 150 34.2 400 35 29.4 31.2 11.7 24.8 12 12 118 122 118 111 109 105 350 25 113 109 21.8 120 30 24.8 26.4 20.1 10 9.3 100 10 300 10.0 8.5 8.7 25 20 20.2 20.5 21.2 17.0 90 250 15.5 8 7.0 7.6 8 20 6.1 6.3 15 200 7.0 6.7 5.7 11.1 11.8 12.3 6 6 60 15 4.7 150 5.4 10 3.2 4.6 4.4 3.4 4 4 10 100 30 5 2 50 5 2 0 0 0 0 0 0 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2014 2014 2015 2015 2015 2015 2016 2016 2016 2014 2014 2015 2015 2015 2015 2016 2016 2016 2014 2014 2015 2015 2015 2015 2016 2016 2016 Quarterly (LHS) LTM (RHS) Quarterly (LHS) LTM (RHS) Quarterly (LHS) LTM (RHS) 15

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