LINK Mobility Group Holding

M&A Activity • Nov 7, 2023

Message Broadcast divestment

November 2023

LINK signs definitive agreement to divest Message Broadcast

Message Broadcast divested at enterprise value (EV) of USD 260 million (EUR 243 million)

• EV includes an earnout of up to USD 30 million
• EV implies a LTM proforma Q3 23 EV / EBITDA multiple 14.1x

Transaction to be settled in cash, seller note and earnout

• USD 220 million cash at close
• USD 10 million seller note with cash interest of 5% maturing summer 2025
• USD 30 million cash earnout payable based on 2024 performance
  • Linear payout from USD 7.5 million increasing with revenue growth
  • Start point reflects modest growth expectations
  • End point requires growth in-line with historical performance

Transaction expected to close before year end

• Message Broadcast reported as discontinued business until closing
• Updated Q3 2023 financials to be postponed by 3 weeks to restate historical periods

Divestment at highly attractive valuation

Immediate value creation

• Large value arbitrage selling at EV / EBITDA multiple of 14.1x relative to current LINK trading at 8.9x
  • Purchase price well above recent industry transactions
  • Far beyond current trading of listed CPaaS players
  • Divestment at historical acquisition price despite market valuations down 80%
• Cash on balance sheet to increase to around NOK 3.5 billion after closing

Strategic rationale

• Divestment decided following strategic review and attractive bid
• Message Broadcast niche business operating within highly regulated US utilities industry
  • Different customer needs compared to LINK's broad enterprise digital messaging business
  • Large degree of revenue variability from weather dependent critical events messaging
• Divestiture enhances earnings predictability for LINK
  • Stable organic gross profit growth in a transparent European business supported by strong contract backlog

Value creation from proceeds

• LINKs established M&A track record for value creation beyond organic growth
  • More than 30 acquisitions completed in Europe last decade
• Significant scope for inorganic EBITDA growth through multiple arbitrage use of proceeds
  • Acquisition target multiples well below LINK current trading
• Acquisition strategy built upon sound principles
  • Targets with positive cash flow, diverse customer bases and low churn

Divestment drives substantially higher cash balance

Message Broadcast acquisition

Message Broadcast divestiture

4

Message Broadcast divestment release significant cash in EUR

• EUR 160 million paid in cash when acquiring Message Broadcast
• EUR 215 million to be received for divesting including seller note
• EUR cash of relevance reflecting outstanding EUR bond
• Cash element in EUR to increase further with earnout

Key priorities for substantial cash position post transaction

• Dividends restricted by bond agreement
• Cash balances to be deposited at positive margin through risk free deposit solutions
• Bond buy-back to be considered
• M&A approach to remain disciplined, accretive and opportunistic
  • Acquisitions to be settled with cash and shares in combination as before
• Low risk approach to M&A and leverage
  • Refinancing EUR 370 million bond with leverage substantially below 3.5x adjusted EBITDA

LINK leader in Europe with global ambitions

Stable organic gross profit growth from transparent European business

• Large and diverse customer base with very low churn
• Supported by strong contract backlog
• High recurring cash generation

LINK attractive partner as market leader in Europe for enterprise digital messaging

• For MNO's, new OTT players, CRM providers and ISVs
• Driving growth and margin expansion
• Significant potential from new multi-channel / two-way messaging solutions

Proceeds from transaction enables LINK to fast-track accretive M&A

• Proven track record for inorganic growth over the last decade
• LINK's global ambitions remain unchanged and the US market a priority

Remaining highly cash generative recurring European growth business

LINK Group ex.US	Q4'22	Q1'23	Q2'23	Q3'23
mNOK
Revenue	1 423	1 333	1 557	1 597
Gross Profit	309	309	337	317
Adjusted EBITDA	133	130	155	147

LINK Group ex.US	Reported 03/22	Organic growth	FX effect	Reported Q3 23
mNOK
Revenue	1 229	204	164	1 597
Organic growth %		17%
Gross Profit	270	17	30	317
Organic growth %		6%
Adjusted EBITDA	116	18	12	147
Organic growth %		16%

Q&A

linkmobility.com/investors

November 2023

Disclaimer

The statements contained in this presentation may include forward-looking statements, such as statements of future expectations regarding the LINK's results of operations, financial condition, liquidity, prospects, growth and strategies. These statements are based on the management's current views and assumptions and involve both known and unknown risks and uncertainties and assumptions that are within and outside the management's control. Although LINK believes that the expectations implied in any such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. Actual results, performance or events may differ materially from those set out or implied in the forwardlooking statements. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. The forward-looking statements included in this presentation represent LINK's views as of the date of this presentation and subsequent events and developments may cause LINK's views to change. LINK disclaims any obligation to update forward-looking information except as required by law. Readers should not place undue reliance on any forward-looking statements.

Certain numbers in this presentation are unaudited or are based on internal company records or based on preliminary calculations by LINK on the effects of the transaction. Some of these numbers may be subject to further review in due course, may be amended and the final numbers may differ from those set out in this presentation. Until such time as that review is complete and any final numbers are published, no reliance shall be placed on, and LINK shall not be liable in any way in respect of such numbers.

Further, this presentation may include market and industry data obtained by LINK from industry publications and surveys. LINK may not have access to the facts and assumptions underlying the numerical data, market data and other information extracted from public sources and as a result neither LINK nor any of LINK's advisors or representatives are able to verify such information, and assume no responsibility for the correctness of any such information.

Any information contained or views expressed in this presentation do not purport to be comprehensive and are based on financial, economic, market and other conditions prevailing as of the date of this presentation and are subject to change without notice. Neither LINK nor any other person undertakes any obligation to update or revise any information or statement contained in the presentation, whether as a result of new information, future events or otherwise, except to the extent required by law.

No representation, warranty, or undertaking, express or implied, is made by LINK or its affiliates or their respective directors, officers, employees, agents or advisers (collectively Representatives), and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein, for any purpose whatsoever. Neither LINK nor its Representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with this presentation. Nothing contained in this presentation is or should be relied upon as a promise or representation as to the future. Except where otherwise expressly indicated, this presentation speaks as of the date hereof. All information in this presentation is subject to updating, revision, verification, correction, completion, amendment and may change materially and without notice. In giving this presentation, none of LINK or Representatives undertake any obligation to provide the recipient with access to any additional information or to update the contents of this presentation, or to correct any inaccuracies in any such information, including any financial data or forward-looking statements. The information contained in this presentation should be considered in the context of the circumstances prevailing at this time and has not been, and will not be, updated to reflect material developments which may occur after the date of this presentation.

Completion of the transaction is subject to certain terms and conditions, and LINK cannot guarantee that such terms and conditions will be fulfilled, and the transaction consummated.

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