B2 Impact : B2Holding Interim Report Q4 2015

Fourth quarter and preliminary results 2015

B2Holding

Condensed Interim Consolidated Financial Information

Fourth quarter and preliminary results for 2015

Fourth quarter 2015

• Gross cash collection of NOK 415 million (297)
• Portfolio acquisitions of NOK 672 million (264)
• Positive cash flow from operations NOK 109 million (44)
• Positive cash flow from financing activities NOK 1,022 million (309)
• Adjusted net profit of NOK 77 million (65)

Full-year 2015

• Gross cash collection of NOK 1,339 million (630)
• Portfolio acquisitions of NOK 1,358 million (527)
• Operating profit of NOK 377 million (92) and cash flow from operating activities NOK 591 million (210)
• Adjusted net profit of NOK 277 million (101 million)
• Carrying value purchased loan portfolios NOK 3,168 million (2,017), with Face value of NOK 44,221 million (30,931) and total ERC (estimated remaining collections) NOK 6,490 million (4,430) at 31 December 2015

(Comparable numbers for 2014 in brackets)

(In NOK `000s)	Quarter 4	Quarter 4	Change	Full year	Full year	Change
		2015	2014	%	2015	2014	%
Net operating revenues	344,583	244,983	40.7 %	1,076,239	510,744	110.7 %
Operating profit	108,228	49,253	119.7 %	377,204	91,484	312.3 %
Profit margin	31.4 %	20.1 %		35.0 %	17.9 %
Profit for the period after tax	-1,793	65,288	-102.7 %	198,175	52,092	280.4 %
Earnings per share, basic and diluted	-0.01	0.23		0.63	0.24
Cash flow from operating activities	109,370	44,339	146.7 %	591,123	209,814	181.7 %
Operating cash flow per share	0.35	0.16		1.90	1.09
Portfolio acquisitions	671,925	263,785	154.7 %	1,358,266	526,639	157.9 %
Cash collection from purchased
loan portfolios	415,298	296,793	39.9 %	1,339,083	629,627	112.7 %

Operational review

The fourth quarter 2015 was a period with high activity in several areas. Activities in connection with portfolio acquisitions were high, and the Group successfully acquired portfolios for a purchase price of NOK 671.9 million in the quarter compared to 686.3 million for the first three quarters of 2015. The Group acquired portfolios in all markets where it has presence, and views this as a good sign that the current geographic foot print is a solid platform for further growth.

This is the first full year after the acquisition of the Polish Ultimo Group in August 2014. Poland is the largest market for the Group and the Polish operation has performed in line with expectations. The performance is satisfactory in a market where the Group faces increased competition and higher prices in certain segments. Poland successfully acquired portfolios at satisfactory return levels, and we believe our slightly cautious approach is the right behaviour under the current market conditions.

In the Balkans, activity is high and the organisation is growing on the back of new portfolios acquisitions. As Balkan companies are the youngest in the Group, we are prioritizing continuous focus on operational improvements which include adoption of best practice from other companies in the B2Holding Group.

Operations in the Nordic region show satisfactory profits. In Finland the operational efficiency program has resulted in strong earnings improvement from last year. Important forward flow agreements were signed in the fourth quarter representing a good basis for collection revenues going forward.

On the financing side, the Group finalised the refinancing of the three existing loan facilities into one senior secured multi-currency Revolving Credit Facility of EUR 260 million, which further increased the capacity for acquisitions of portfolios and platforms. In December 2015 a bond issue was successfully completed, raising EUR 150 million in total.

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B2Holding

Condensed Interim Consolidated Financial Information

Fourth quarter and preliminary results for 2015

Financial Summary

Fourth Quarter

Net operating revenues for the quarter amounted to NOK 344.6 million, an increase of NOK 99.6 (40.7%) from NOK 245.0 million in the fourth quarter of 2014. Before adjusted for portfolio revaluations the revenue from purchased loan portfolios totalled NOK 295.1 million compared to NOK 209.6 million in the fourth quarter 2014. The increase is mainly a result of high activity in portfolio acquisitions in 2014 and 2015. Of the total revenue of NOK 344.6, NOK 33.5 million is related to commission and collection fees from external collection, an increase from NOK 22.9 million in the same period in 2014. Other revenues amounted to NOK 19.9 million an increase of NOK 8.7 million.

Gross cash collections from purchased loan portfolios ended in the quarter on NOK 415.3 million an increase of NOK 118.5 million compared to the same period in 2014. Portfolio acquisitions totalled NOK 671.9 million in the quarter mainly attributable to portfolio purchases in Balkans, Poland and Finland.

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Q1'15

Q2'15

Q3'15

Q4'15

(Quarterly gross cash collection 2015 in NOKm)

Operating expenses, excluding depreciation and amortisation of tangible and intangible fixed assets, totalled NOK 228.1 million an increase of NOK 38.7 (20,4%) million compared to fourth quarter 2014. The increase is mainly due to personnel cost as the total number of employees (measured in FTEs) increased with

217 from 961 year-end 2014 to 1 178 year-end 2015. The increase is mainly related to employees involved in the collection process in the Balkans and in Poland.

Furthermore, the share option program along with bonus payments has been booked in 4th quarter 2015. Total non-recurring operating expenses in the period was NOK 38.3m, related to transaction bonuses, non- recurring advisory costs and expenses related to the refinancing and bond issue.

Operating profit for fourth quarter ended on NOK 108.2 million an increase of NOK 58.9 million (119.7%) from NOK 49.3 million in fourth quarter 2014.

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64

Q1'15 Q2'15 Q3'15 Q4'15

(Quarterly operating profit 2015 in NOKm)

Net financial items ended in the fourth quarter with a net expense of NOK 89.3 million. A net loss on derivative instruments of NOK 15.3 million and fair value adjustments of contingent considerations to former owners of acquired subsidiaries with NOK 45.4 million increases the cost. The adjustment of contingent considerations is mainly due to significantly better performance than expected in OK Perintä OY, Finland.

Due to the changes in net financial items and tax expenses that offset the NOK 108.2 million operating profit, profit for the period after tax ended with a loss of NOK 1.8 million. Adjusted net profit, before non- recurring operational and financial items (net of tax), was NOK 77 million.

Operating cash flow of NOK 109.8 million in the period is NOK 65.1 higher than same period in 2014 mainly due to increased cash collection. Cash flow from investing activities ended at NOK 676.1 million in the quarter compared to NOK 271.9 million in same quarter 2014 due to high activity in purchasing loan portfolios.

672

318 304

64

Q1'15 Q2'15 Q3'15 Q4'15

(Portfolio acquisition 2015 in NOKm)

Net cash flow from financing activities in the period ended on NOK 1,021.9 million after refinancing of three acquisitions- and country specific loans into a EUR 260 million senior secured multi-currency revolving credit facility and completing a EUR 150 million senior unsecured bond issue. Interest bearing loans amounted at the end of the quarter to NOK 2,526.1 million compared to NOK 1,212.8 million at year-end 2014.

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B2Holding

Condensed Interim Consolidated Financial Information

Fourth quarter and preliminary results for 2015

Preliminary result 2015

The Group recorded a full year operating profit of NOK

377.2 million for the year 2015. This is an increase of NOK 285.7 million (312.3%) compared to NOK 91.5 million in 2014. The main reasons for this growth are the full year effect of the acquisition of the Polish ULTIMO Group in august 2014 and start-up of operations in the Balkan countries Croatia, Serbia, Slovenia and Montenegro in 2014. Operating profit for these two segments increased with NOK 243.5 million (419.5%) compared to 2014, other segments with operating platforms increased with NOK 38.2 million (33.1%).

Net operating revenues for the year amounted to NOK 1,076.2 million, an increase of NOK 565.5 million compared to NOK 510.7 million in 2014. Before adjusted for portfolio revaluations the increase in revenues from purchased loan portfolios amounted to NOK 510.2 million of which Poland accounted for NOK 348.3 million and Balkans NOK 135.8 million. Of the total revenue, NOK 104.1 million is related to commission and collection fees from external collection, an increase from NOK 90.9 million in the same period 2014. Other revenues increased with NOK 37.4 million from NOK 19.9 million in 2014 to 57.3 million in 2015 mainly due to higher interest revenue on loan receivables. Loans receivables in the balance sheet increased from NOK

167.8 million in 2014 to NOK 259.8 million in 2015. The majority of the growth is in TAKTO Poland.

Gross cash collections in 2015 increased with NOK 709.5 million from NOK 629.6 million in 2014 to NOK 1,339.1 million in 2015 due to significant increase in purchased loan portfolios in 2014 and 2015 from purchases and acquisitions. Poland accounted for 75.5% of the increase, Balkans for 20.1% and the other segments for 4.4%. Portfolio purchases in 2015 totalled NOK 1,358.3 million of which 46.7% in Balkans, 24.6% in Finland & Estonia and Poland with 22.8%. Total book value of purchased loan portfolios ended at NOK 3,167.6 million at end of year 2015, an increase of 1,150.9 million from year end 2014.

Operating expenses, excluding depreciation and amortisation, increased with NOK 263.8 (64.8%) million in 2015 compared 2014, mainly due to full year effect of acquisitions in 2014 and high activity in 2015.

Net financial expenses ended on NOK 133.9 million in 2015, of which interest expenses on interest bearing loans amounted to NOK 104.2 million, loss on derivative financial instruments NOK 16.8 million and adjustments of contingent considerations to former owners of acquired subsidiaries with NOK 45.4 million, offset by a net exchange gain of NOK 34.2 million.

Profit for the year after tax ended at NOK 198.2 million an increase with NOK 146.1 million compared to NOK

52.1 million in 2014. Adjusted for the non-recurring adjustment of contingent considerations, profit for the year after tax would be a profit of NOK 243.6 million. In

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2014 Profit after tax would be NOK 101.4 if adjusted for transaction costs related to the acquisition of Ultimo and Creditreform.

Due to increased cash collection from high activity in acquired and purchased loan portfolios in 2014 and 2015, cash flow from operating activities for the year ended at NOK 578,0 million which is NOK 378,9 higher than 2014. A increase in purchased loan portfolios of NOK 831.6 million in 2015 is offset by 2014 acquisitions of subsidiaries with NOK 605,7 million so cash flow from investing activities ended at NOK 1,387.7 million in 2015 compared to NOK 1,155.1 million 2014. Net cash flow from financing activities in the period ended on NOK 1,232.8 million after bond issue and refinancing of credit facility.

Corporate issues

The growth strategy since 2012 has been financed by paid in equity of NOK 1,464 million as support for NOK 1,683 million in three separate project and acquisition loan facilities in three different loan structures. The Group concluded in November 2015 a new senior secured multi-currency revolving credit facility of EUR 260 million (NOK 2,500.9 million) with DNB Bank ASA and Nordea Bank Norge ASA replacing the project and acquisition facilities. The new corporate facility added new investment capacity at reduced margin.

In parallel with the refinancing in November 2015, the Group's legal structure was streamlined for future bank debt funding. A sub-holding structure was established as a corporate borrower and owner of all collection platforms and portfolio owing subsidiaries in the Group in a ring-fenced and cost efficient funding structure for bank financing.

The parent company B2Holding AS is the borrower of non-banking loans like the current and future bond loan programs. By combining transparent non-banking debt instruments and listed equity instruments both issued by the parent company, the equity and non-banking financial instruments will be attractive for all type of investors including investors requiring high degree of liquidity of their investments. The EUR 150 mill bond loan will be listed on Oslo Stock Exchange in March 2016. Subsequent stock listed bond loan programs may be issued at more favourable terms.

The company is in continuing preparations for a listing of its shares on the Oslo Stock Exchange, with a targeted listing in the 2nd quarter 2016, depending on market conditions.

B2Holding

Condensed Interim Consolidated Financial Information

Fourth quarter and preliminary results for 2015

Outlook

B2Holding will continue to focus on its growth strategy in existing and new markets. Our focus going forward is to employ our available capital in an efficient way, and we see a significant supply of promising investment opportunities in existing and new markets both for portfolios and for new collection platforms. Our ambition is to continue to strengthen our position in our core markets, and to expand into new markets where attractive opportunities are identified. The second half of 2015 was an active period for portfolio acquisitions, and we believe this trend will continue throughout 2016.

The board emphasizes that every assessment of future conditions necessarily involves an element of uncertainty.

Board of directors, B2Holding AS, 25 February 2016

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