The Bezeq Era May 2017 Forward-Looking Statement This presentation - PowerPoint PPT Presentation

The Bezeq Era May 2017

Forward-Looking Statement This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts and may include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Those factors include the factors indicated in our filings with the Securities and Exchange Commission (SEC). For more details, refer to our SEC filings and the amendments thereto, including our Annual Report on Form 20-F and Current Reports on Form 6-K. We undertake no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in our expectations, except as may be required by law. 1

About BCOM  B Communications Ltd. is a holding company with a controlling interest At A Glance (approximately 26.3%) in Bezeq, The Ticker BCOM Israel Telecommunication Corp. (“ Bezeq ”), Exchange NASDAQ & TASE Israel’s largest telecommunications provider (TASE: BEZQ). Headquarters Ramat Gan, Israel Stock Price $19.94  BCOM is a subsidiary of Internet Gold and 52 Week Range $17.99-$27.96 part of the Eurocom Group in Israel. The Shares Outstanding 29.9 Million Company, which was formerly known as 012 Smile Communications, went public Market Capitalization $584 Million on Nasdaq in November 2007. As of May 14, 2017 2

Investment Considerations Owns a controlling stake in an asset with strong, consistent cash flow generation.  Trades at a discount to Net Asset Value.  14% Dividend yield from dividend distribution in 2016 of NIS 355 million. Three  dividend payments during 2015 in a total amount of NIS 127 million as part of the Company’s commitment to return capital to shareholders. Decreased net debt from more than NIS 5 billion in April 2010 (when BCOM  acquired the controlling interest in Bezeq) to just NIS 2.2 billion as of March 2017. Successful refinance of the Company’s 7 ⅜ % Senior Secured Notes with the new  Series C Debentures will decrease the Company’s annual financial expenses and increase its net profit by approximately NIS 150 million starting 2017. 3

Company’s Management  Shaul Elovitch Founder & Chairman Over 40 years experience building leading Proven capabilities in: communications businesses • Strategy creation & strategic planning and other major investments • Marketing & brand development businesses • Operational & financial management • Management of mergers & acquisitions • Capital raising - 16 major transactions  2 IPOs – IGLD and BCOM Doron Turgeman  12 bond issues CEO since 2011 & CFO from  $800 million Rule 144A offering 2001 till 2011  Convertible bond issuance and 2 20 years experience in option series. management 18 years experience in communications  Chairman of the board of directors of Bezeq and it’s subsidiaries 4 4

Eurocom Group is one of the leading holding groups in Israel, highly experienced in the telecommunications market  Eurocom was founded in 1979.  One of Israel’s largest holding companies in Israel.  Owned by Shaul Elovitch, Chairman of the Board of Directors (80% ownership) and Yossef Elovitch, Director ( 20% ownership).  Investments in telecommunications, satellite services, renewable energy, media, consumer electronics, real estate and additional fields. 61%  Investments & Telecom Consumer  Satellite Services Real Estate Internet Gold (IGLD) Electronic Products Finance Eurocom Cellular   Eurocom Real 65% Space Communications Enlight energy Ltd. Estate Ltd. Communications Ltd. (Microsoft, Motorola,   ZTE) B Communications (BCom) Eurocom Digital  Eurocom Capital 26% MIDTWON Satcom Sys Ltd. Communications Finance Ltd. control (Panasonic, Uniden) stake  D.M. Engineering Bezeq EITAG Ltd. Ltd.  Traded on TASE  Traded on NASDAQ

Key Milestones for BCOM From small entrepreneurial business to large holding company Founded in 1999 under the name Gold trade, operating in the field of e-commerce, as a subsidiary of  IGLD, and as the operator of the e-commerce web site P1000 In 2004, IGLD increases its holdings in the Company to 100%  1999 Restructure of IGLD into a holding company owning Smile Communications and Smile Media  to As part of the restructure Gold trade changes its name to Smile Communications, transfers its e-  2006 commerce activities to Smile Media and receives IGLD's communications activities Acquisition and merger with 012 Golden Lines to form 012 Smile Communications  Successful IPO and listing of 012 Smile Communications on NASDAQ and TASE (SMLC)  2007 Continuous organic growth  Crystallization of the strategy to become a leader in the Israeli telecom market  to Preparation for the next major M&A transaction while examining several opportunities  2009 Sale of legacy 012 Smile Communications assets  Acquisition of the controlling interest in Bezeq – Israel’s telecom market leader  On February 19, 2014, BCOM announced the completion of an international offering of US$ 800 million  senior secured notes that was used to fully refinance the bank and institutional debt that it incurred to 2010 acquire its controlling interest in Bezeq to On February 2, 2016, BCOM announced the sale of 4.18% of Bezeq’s shares for NIS 982 million  2017 On September 18, 2016 BCOM completed s successful refinancing of the Company’s 7 ⅜% Senior  Secured Notes with the new Series C Debentures From April 2010 through March 2017, BCOM decreased its net debt from more than NIS 5 billion to only  NIS 2.2 billion 6

Group Structure Private Eurocom Group ~61.1% • M.cap (Mil. NIS) – 781 • NAV (Mil. NIS) - 923 ~38.9% Internet Gold • Net debt (Mil. NIS) – 579 Free float Golden Lines • Net debt / EBITDA – 5.19 • Listed - TASE, NASDAQ ~64.8% • M.cap (Bil. NIS) – 2.1 ~35.2% • NAV (Bil. NIS) - 2 .3 Free float B Communications • Net debt (Bil. NIS) – 2.21 • Net debt / EBITDA – 4.35 • Listed - TASE, NASDAQ ~26.3% • M.cap (Bil. NIS) - 17.2 ~73.7% • TTM EV/EBITDA - 6 .5 Free float • Net debt / EBITDA - 2.29 • Listed - TASE 100% 100% Fixed-line, broadband Mobile telephony infrastructure, data com and data 100% 100% ILD, ISP, Call centre enterprise services solutions 100% 100% Pay-TV (DTH) Internet Walla! portal Source: Bezeq’s investors presentation – http://ir.bezeq.co.il. (1) Net debt and Holding percentage figures are as of March 31, 2017. 7

Market Value of BCOM’s holding in Bezeq Vs. LTV 7 100% 93% 90% 6 80% 70% 5 60% 50% 49% 4 40% 30% 3 20% Dec 12 Mar 13 Jun 13 Sep 13 Dec 13 Mar 14 Jun 14 Sep 14 Dec 14 Mar 15 Jun 15 Sep 15 Dec 15 Mar 16 June 16 September December March 17 16 16 Market value of BCOM's holding in Bezeq BCOM's LTV 8

Reduction in BCOM’s Net Debt From the Bezeq acquisition until March 2017 6 5 4.43 4 NIS Billions 3 2 2.21 1 (1) (2) Financial Debt Liquidity Net Debt 9

Our Base Asset 10