Komplett ASA

Investor Presentation • Feb 9, 2022

Komplett and NetOnNet to combine

Creating an online-first consumer electronics champion and a Nordic e-commerce leader

9 February 2022

Disclaimer

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Creating an online -first champion and a Nordic e -commerce leader!

Today's presenters

Lars Olav Olaussen

CEO Komplett Group

Susanne Holmström CEO NetOnNet

Krister Pedersen

CFO Komplett Group

Summary of the combination

Transaction highlights1)	Komplett to acquire NetOnNet from SIBA Invest owned by the Bengtsson family. SIBA Invest will receive 35,242,424 Komplett shares and NOK 1,500 million in cash. Based on • Komplett's close of day share price 8 February 2022 of NOK 62.60, this values NetOnNet's share capital at NOK 3,706 million, corresponding to an EV of NOK 3,797 million (equal to 13.3x EBIT (adj.) 2021) based on year-end 2021 net interest bearing debt (excluding lease liabilities) • Shares issued to SIBA Invest equal to approximately 32.78% of the new number of shares in Komplett, before dilution from the intended new issuance of shares to finance the cash consideration / replace the bridge loan, as commented below • Canica Invest will remain the largest shareholder after the combination with an approximate shareholding of 40% before the intended new issuance of shares to finance the cash consideration / replace the bridge loan, as commented below
Financial impact1)	Preliminary 2021 aggregated revenue of NOK 18,515m and EBIT (adj.) NOK 674m (NetOnNet: NOK 7,427m and NOK 286m) • Cost synergies est. at NOK >200m p.a. with full effect expected within ~24 months • Dividend for 2021 proposed at NOK 2.90 per share, payable also on shares to be issued to SIBA Invest •
Financing	• Financing to settle the cash consideration is secured through a NOK 1,500 million committed 15-month bridge loan • Komplett intends to replace the bridge loan through issuance of new shares in due course – Canica Invest committed to subscribe for at least NOK 500m in such a share issue
Governance	• Lars Olav Olaussen to continue as CEO of Komplett with Susanne Holmström as as deputy CEO and managing director of NetOnNet after the combination Fabian Bengtsson, chairman of SIBA Invest, proposed as a new board member and Roland Vejdemo, current CoB of NetOnNet, as a new observer on Komplett's board. Martin • Bengtsson, CEO of SIBA Invest, to be represented on Komplett's nomination committee
Conditions and timeline	Completion of the transaction is subject to approval in an extraordinary general meting ("EGM") in Komplett, to obtaining necessary competition authority clearances (Norway, • Sweden) and the fulfilment of certain customary closing conditions EGM expected to be held during March 2022 – closing expected Q2 2022 subject to among other timing of competition authority clearances •

1) Enterprise Value (EV) based on net debt at year-end 2021 excluding lease liabilities. Adjusted EBIT is derived from financial statements as operating result (EBIT) excluding one-off cost. Based on unaudited figures and with a SEKNOK exchange rate of 1.0. Preliminary aggregated financials may differ from final combined pro forma figures i.a. due to potential differences in accounting policies. The cash consideration is subject to an addition of 4% interest per annum for the period from 30 September 2021 until completion of the transaction

Online-first electronics champion - Nordic e-commerce leader

Highly complementary and winning businesses!

1) Based on unaudited figures and with a SEKNOK exchange rate of 1.0. Preliminary aggregated financials may differ from final combined pro forma figures i.a. due to potential differences in accounting policies 2) Based on reported B2C and B2B segment revenue for the companies as a share of the estimated total applicable market in respective countries. Also including certain non-electronics categories (e.g. kitchen solutions)

Successful brands and complementary positions

8 1) Based on unaudited figures and with a SEKNOK exchange rate of 1.0. Preliminary aggregated financials may differ from final combined pro forma figures i.a. due to potential differences in accounting policies

An online-first electronics champion of the Nordics!

1) Based on reported B2C and B2B segment revenue for the companies as a share of the estimated total applicable market. Also including certain non-electronics categories (e.g. kitchen solutions)

1

2) Based on unaudited figures and with a SEKNOK exchange rate of 1.0. Preliminary aggregated financials may differ from final combined pro forma figures i.a. due to potential differences in accounting policies

2

Positioned in large, structurally growing and attractive markets

Large structurally growing markets

Electronics / IT-products market1) (NOKbn)

Rapid online migration set to continue

10 1) Norway, Sweden and Denmark. Online penetration defined as home delivery, delivery to pick up points and in store pick up. US consumer electronics data point from Euromonitor

Loved by customers – building loyal communities!

Strong local brands – broadened customer reach

Attractively positioned based on strong consumer brands1)…

… with broadened customer reach

Expanded reach – leading same-day and last-mile service

Proven scalability and cost leadership

Operating expenses % of revenue1)

Note: Based on unaudited figures and with a SEKNOK exchange rate of 1.0. Preliminary aggregated financials may differ from final combined pro forma figures i.a. due to potential differences in accounting policies 1) Operating expenses including depreciation. Benchmark graph shows preliminary aggregated Komplett Group and NetOnNet adjusted figures for 2021 and peer reported figures for 2020

Significantly strengthened footprint in Sweden contributing to a truly Nordic e-commerce leader position

15 1) Based on unaudited figures and with a SEKNOK exchange rate of 1.0. Preliminary aggregated financials may differ from final combined pro forma figures i.a. due to potential differences in accounting policies 2) Based on reported B2C and B2B segment revenue for the companies as a share of the estimated total applicable market. Also including certain non-electronics categories (e.g. kitchen solutions)

Introduction to NetOnNet

NetOnNet at a glance

Online-first since inception – long growth track-record!

NetOnNet – total sales (SEKm) 1) A family-owned business with a long track record of profitable and sustainable growth

Selected key milestones

Source: NetOnNet 1) Historical total sales based on NetOnNet AB annual reports. Internal sales between Siba and NetOnNet in 2016 not included. 2021 is unaudited

A highly recognized and appreciated consumer brand

✓ Top of mind preference ✓ Best price

Brand awareness rankings Sweden1)

19 Source: Dentsu Data Labs, NetOnNet

Notes: 1) Brand tracking in Sweden Q3 2021 by Dentsu Data Labs. Wish has been excluded from the analysis (#2 when included); 2) Brand tracking of cheapest prices

A large, loyal and growing membership base

1) At end of year; 2) In Sweden

> 50% of revenue from members

Share of revenue from Klubbhyllan members2)

Extensive brand portfolio incl. strong own brands offering

Case study: Barbeque

21 Source: NetOnNet

1) Category as % of total sales; 2) Sales from own brands as share of total sales 2021

Building services and products in the customer ecosystem

Best-in-class fulfilment - fast deliveries, efficient logistics

Local purchase office in China since 2005 Complementary service centre coverage

• ✓ Carefully sourced suppliers and products to ensure quality and price of own brands
• ✓ Sourcing products from multiple suppliers to mitigate risks and ensure bargain power

Central fulfilment with low cost and high delivery precision

• ✓ Central fulfilment with low costs
• ✓ Proven high and stable delivery precision
• ✓ Integrated sorting terminal with PostNord
• ~6,900 active SKUs 27,000 sqm

1) ~2,100,000 packages sent per year to online customers

with instant pick-up

Source: NetOnNet

1) Per December 2021. Ongoing initiatives in order to reduce the number of active SKUs down to 6,400

Cost efficient service centres – agile local fulfilment

Network of 29 service centres - 26 in Sweden, 3 in Norway

Enabling local order fulfilment for fast efficient distribution and customer reach

Proven self-service and low-cost concept with ~6m visits in service centres

Ca 63% conversion rate1) evidencing role as customer destination Close to 100% considering shopping families and couples

Essential for building local awareness and increasing online penetration

Source: NetOnNet, JLL Nordic Outlook H1 2020

1) 2021. Conversion rate defined as number of purchases over number of visitors; 2) Prime rents H2 2019 (JLL Nordic Outlook H1 2020); 3) Cold rents.

Service centres complementary to Komplett's Webhallen

Concept	Large, efficient, low-cost self-service centres	Smaller stores, profiled as gaming-focused
Location	Outside city-centres, City-centre, high-street near larger access roads, and mall locations, strong broad geographical in Stockholm area footprint
# locations	26 in Sweden and 3 in Norway	18 in Sweden
Avg. size	~2,600 sq.m	~500 sq.m

Complementary concepts… …at complementary locations

Greater Stockholm area

Source: NetOnNet, Komplett

Service centre / store network

A highly synergistic combination

Significant benefits expected from combining sourcing

Komplett - track-record of sourcing improvements

B2C + B2B gross margin1)

Leveraging strong customer insight to improve category management

Improved supplier cooperation and ✓ negotiation across the group

✓

5

Supplier streamlining -fewer and ✓ stronger supplier partnerships

NetOnNet – strong own brand sourcing capabilities

Local purchase office in China since 2005

~12% Own brand share of sales2) ~30% Own brand share of gross profit2)

Carefully sourced suppliers and products ✓ to ensure quality and price of own brands

Sourcing products from multiple suppliers ✓ to mitigate risks and ensure bargain power

Significant room to optimize sourcing for Komplett and NetOnNet together

B2C and B2B COGS3) - 2021 (NOKbn)

Leverage learnings from Komplett's sourcing ✓ improvements

Leverage NetOnNet's own brand sourcing ✓ capabilities

✓ Scale benefits in sourcing

✓ Streamline supplier base

1) Komplett B2C + B2B segments. Gross margin: Gross Profit (total operating revenue less cost of goods sold) as a percentage of total operating revenue ; 2) Source: NetOnNet. Based on 2021 FY numbers, unaudited; 3) Reported Cost of Goods Sold for Komplett B2C + B2B segments and NetOnNet aggregated. Based on unaudited figures and with a SEKNOK exchange rate of 1.0. Preliminary aggregated financials may differ from final combined pro forma figures i.a. due to potential differences in accounting policies

Categories	Description	Annual synergies (est.)
Cost synergies	Assessment of sourcing synergy potential based on detailed review • of sourcing including product overlaps and purchasing costs Lean organizations – limited overlap – scale effects over time • • Lion share of synergies expected within sourcing • Targeted savings including a buffer vs full potential	NOK >200m
Supply chain - capital expenditure	Shared infrastructure expected to enable supply chain savings over time •
Synergies phasing	Full effect of cost synergies savings expected within ~24 months •

5

Introducing a strong, active owner to the Board - substantial competencies and track-record within electronics

Nils K. Selte Chairman of the Board

Fabian Bengtsson Board Member

Roland Vejdemo Observer

New proposed board member and observer1)

1) Subject to approval by Komplett's general meeting and subject to and with effect from completion of the combination

Illustrative aggregated key financials1) – before synergies

			+
Year	2020	2021	2020	2021	2020	2021
Revenue	9,866	11,043	6,803	7,472	16,668	18,515
% Growth	30.8%	11.9%	22.2%	9.8%	27.1%	11.1%
Gross profit2)	1,318	1,462	985	1,142	2,304	2,604
% Margin	13.4%	13.2%	14.5%	15.3%	13.8%	14.1%
Adj. OPEX3)	(1,042)	(1,074)	(767)	(856)	(1,809)	(1,929)
% of revenue	(10.6%)	(9.7%)	(11.3%)	(11.5%)	(10.9%)	(10.4%)
Adj. EBIT4)	276	388	218	286	495	674
% margin	2.8%	3.5%	3.2%	3.8%	3.0%	3.6%

6

1) Based on unaudited figures and with an SEKNOK exchange rate of 1.0. Preliminary aggregated financials may differ from final combined pro forma figures i.a. due to potential differences in accounting policies ; 2) Gross Profit is defined as total operating revenue less cost of goods sold; 3) Adjusted OPEX is defined as total operating expenses less cost of goods sold and one-off cost; 4) Adjusted EBIT is derived from Financial Statements as operating result (EBIT) excluding one-off cost

Robust balance sheet providing financial flexibility

Net Interest-bearing debt ("NIBD")1)

NOKm (excluding IFRS16) – Q4 2021

6

Leverage ratio / gearing1)

xEBITDA (excluding IFRS16) – Q4 2021

1) Preliminary aggregated financials may differ from final combined pro forma figures i.a. due to potential differences in accounting policies. Figures shown do not include effects from the financing of the transaction. Based on unaudited figures and with an SEKNOK exchange rate of 1.0. Net Interest-bearing debt defined as Interest-bearing liabilities less cash and cash equivalents. Leverage ratio defined as net interest-bearing debt over EBITDA less lease depreciation & amortization. Excluding IFRS16 lease liabilities that amounted to NOK 310m for Komplett and NOK 354m for NetOnNet as at year-end 2021.

Transaction timeline and expected key dates

9 February 2022	Announcement of agreement to combine Komplett and NetOnNet •
March 2022	Komplett EGM – approval of the combination including the issuance of the consideration shares • to SIBA Invest and authorization to issue shares in a directed issue to replace the bridge facility
Q2 2022	Expected competition authority clearances (Norway, Sweden) •
Q2 2022	Completion of the combination, subject to timing of competition authority clearances •
Q3 2022	• Planned Capital Markets Day for the combined company

Online-first electronics champion - Nordic e-commerce leader

Appendix

NetOnNet financial summary

1) Income statement – financial year Jan-Dec (SEKm)	2020	2021
Net sales	6,800	7,469
Other operating income	2	3
Total income	6,803	7,472
COGS	(5,817)	(6,330)
Other external costs	(250)	(327)
Personnel costs	(374)	(415)
Depreciation & amortization	(137)	(132)
Other operating costs	(7)	(0)
EBIT	218	268
Net financial items	(18)	(5)
EBT	200	263
Taxes	(48)	(58)
Net income	152	205
EBIT (reported)	218	268
Adjustment for one-off costs	0	19
EBIT (adjusted)	218	286
Adj. EBIT margin (adjusted)	3.2%	3.8%

Intangible fixed assets	37
Tangible fixed assets	446
Other non-current assets	6
Total non-current assets	490
Inventory	1,253
Accounts receivables	292
Cash and cash equivalents	9
Total current assets	1,554
Total assets	2,044
Interest-bearing debt	99
Non interest-bearing long-term liabilities	28
Long-term lease liabilities	262
Short-term lease liabilities	92
Accounts payables	556
Other payables	523
Total liabilities	1,559
Equity	484
Total equity and liabilities	2,044

Basis for financials presented

Commentary

• The illustrative aggregated unaudited financial information as included in this presentation is based on unaudited consolidated financial statements for Komplett and NetOnNet for the year ended 31 December 2021 and respective audited consolidated financial statements for the year ended 31 December 2020
• The illustrative aggregated unaudited financial information does not represent pro forma financial information as impacts such as among other those relating to purchase price allocation, differences in accounting principles, adjustments related to transaction costs and impacts of potential refinancing have not been taken into account
• Expected potential synergies are not included
• The illustrative aggregated income statement information and key figures have been presented as if the combined business had been carried on in the same group from the start of 2020
• NetOnNet's financial information presented in SEK has been converted to NOK at an exchange rate of 1.0

APM	Definition1)
EBIT adjusted	Derived from Financial Statements as operating result (EBIT) excluding one-off cost.
EBIT margin adjusted	EBIT adjusted (as defined above) as a percentage of total operating revenue
EBITDA adjusted	Derived from Financial Statements as the sum of operating result (EBIT) plus the sum of depreciation and amortisation for the segments B2C, B2B, Distribution and Other excluding one-off cost
EBITDA adjusted excl. IFRS16	EBITDA (as defined above) adjusted for IFRS16 related depreciation
Gross Profit	Total operating revenue less cost of goods sold
Gross Margin	Gross Profit (as defined above) as a percentage of total operating revenue
Net Interest-Bearing Debt	Interest-bearing liabilities less cash and cash equivalents
OPEX adjusted	Total operating expenses less cost of goods sold and one-off cost
OPEX adjusted %	OPEX adjusted (as defined above) as a share of total revenue