Axactor SE

Investor Presentation • May 25, 2016

Investor presentation May, 2016

Agenda

Introduction Market overview Axactor operations and strategy Appendix

Introduction

This is Axactor

• Established in 2015 as an ambitious debt collection and debt purchase company1)
• Main focus on collection and acquisition of non-performing loans ("NPL") from financial institutions
• Led by a management team with strong track record from the purchased debt and debt collection industry
• En route to execute on clearly defined entry strategy and build an efficient and high-quality company without any legacy burdens
• Headquartered in Oslo, Norway
• ~550 employees in Norway and Spain2)
• Listed on the Oslo Stock exchange (ticker: AXA)

Axactor in brief Pan-European growth strategy

Axactor milestones to date

Since February 2016, Axactor has employed ~NOK500m in equity (cash) in portfolio acquisitions and IKAS

Axactor financial targets

Axactor key investment attractions

Attractive fundamentals within 1 NPL purchase market	• Large European NPL stocks on banks' balance sheets • Double-digit growth in NPL sales volume in Europe driven by regulatory changes (Basel III, etc.) • Strong growth trend in second-hand portfolio sales
Experienced management team 2 with demonstrated track record	• Unparalleled industry track record, in particular within the target geographical regions • Long-lasting relationships with Financial Institutions across Europe • Unique debt portfolio pricing and collection competencies
Established as a leading player in Spain through high-quality 3 platforms	• Attractive customer base – unique competence within legal and amicable collection and recovery processes • Access to large amount of collection data a clear advantage for portfolio pricing • Execution capabilities proven through three portfolio purchases during the first quarter of 2016
Entry in the Norwegian "growth" market with the "best platform" 4 available	• Attractive opportunities identified in Norway as a result of significant growth in debt collection cases and pipeline of NPL portfolios for sale • Business with strong cash generation stand-alone  further growth through inclusion in Axactor's strategy
Clearly defined roadmap for growth proven through 5 execution to date	• Italy and Germany defined as two attractive geographies where the Company can leverage its capabilities and relationships to access attractive growth opportunities • Strategic entries will follow Axactor's roadmap to ensure high quality and operational excellence
Solid and flexible financing 6 structure	• Total debt financing of EUR 50m with two Nordic high-quality institutions (whereof a new EUR 25m facility recently committed by a large Nordic commercial bank), with a remaining EUR 50m accordion on same documentation set Will gradually go from 35% gearing up to target 75%1) • as the company diversifies • Listed on Oslo Stock Exchange with large shareholder base

Introduction Market overview Axactor operations and strategy Appendix

Market overview

> € 1trillion Non-Performing Loan (NPL) FI market in Europe

Key trends in the debt purchase/debt collection industry

1 Strong growth of NPL portfolios coming to market	• Strong growth in second-hand portfolio transactions • Regulatory changes driving debt sales • Strengthened FI balance sheets enable portfolio sales • Approaching "price equilibrium" between sellers and buyers	Unsecured B2C NPL transactions (face value) EURbn 30 20 10 0 2010A 2011A 2012A 2013A 2014A
2 Outsourcing trend (carve-outs of collection units)	• Several major carve-outs from European banks • FI regards debt collection as non-core operations • Debt collection agencies achieve higher solution rates
3 Industry consolidation	• Market maturity and professionalization • Technology enables increased scale advantages • Capital constraints – access to capital key success criteria • Influx of private equity players / IPO activity	Industrial acquisitions PE acquisitions / IPOs IPO

European NPL market overview

• The NPL market has counter-cyclical qualities:
• − When the economy grows, outstanding loans increase
• − When the economy shrinks, the NPL ratio increases

• The banks' NPL balance has been stable around EUR 1.0 trillion since 2012 (Not including secondary market)

• The market for portfolio transactions has grown considerably in recent years, with the trend continuing strong going forward

• United Kingdom, Ireland, Spain, Germany and Italy make up majority of the volume

Introduction
Market overview
Axactor operations and strategy
Appendix

Axactor operations and strategy

Axactor entry strategy

Axactor will cover all major parts of the value chain

Axactor focus on established markets with strong growth

The development curve of debt collection/debt purchase markets

• Axactor's initial focus is Spain, Germany and Italy
• Developed markets with strong growth
• Strong relationships with financial institutions
• Access to high-quality platforms
• Opportunistic approach towards Nordic markets, exemplified by Axactor's entry in Norway, and Rest of Europe

Axactor value drivers: debt purchase and debt collection

• Portfolios acquired with a target collection amount
• FI portfolios typically generate stable and long-term cash flows
• FI portfolios normally have low decay rates, and are hence long-tailed
• Cash flow visibility allows the best players to impact return and optimize value through pricing and pre-determined targets
• Axactor's management has a track record of strong pricing discipline and extending portfolio cash flows beyond the initial forecast period resulting in above estimated returns

rd party debt collection

• Strong value proposition in Europe many customers require cross-border 3rd party collection
• Axactor has strong execution capabilities and provides reliability to its counterparts
• 3 rd party collection often translates into portfolio acquisitions through due to existing track-record and relationships
• Collection insight offers pricing advantage
• The 3rd party collection business generates attractive margins in an efficient setup benefiting from scale advantages
• Stable and diversified businesses serving multiple customers
• Good cash flow supporting portfolio acquisitions
• Axactor has through its new setup a highly competitive cost structure with streamlined group functions and no legacy business
• 3 rd party collection is a valuation driver

Shorter time to market for successful acquisitions of portfolios in the respective market

Leading legal and amicable collection platform in Spain

• Axactor's Spanish platform is built up of:
• I. The acquisition of ALD Abogados (Madrid) a leading Spanish legal debt collection agency established in 2010
• II. Build-up of amicable call center in Valladolid efficient platform tailored to Axactor's needs
• III. The acquisition of Geslico (May 2016) a leader in the integral management of recovery processes
• Management with long industry experience
• Strong customer base, with compliance, authorizations, technology and IT platform in place
• Provides valuable access to collection data for deal sourcing and pricing
• Several new 3PC deals signed lately, including announced strategic contract with Santander Consumer Finance in Spain
• Will start to serve on the three debt portfolios recently acquired in Spain
• ALD Abogados had revenue of EUR 10.0m and EBITDA of 3.7m in 2015

Key highlights Spanish locations Madrid • ALD Abogados legal debt collection agency • Axactor's country HQ • ~120 employees Valladolid • Amicable call center • ~80 employees • Established using Axactor expertise and relationships = Geslico locations Bilbao ~15 employees Barcelona ~33 employees Zaragoza ~26 employees Valencia ~39 employees Alicante ~112 employees Córdoba ~9 employees Sevilla ~9 employees Madrid ~40 employees

Position in Spain further strengthen through the Geslico acquisition

Key highlights Key rationale

• Incorporated in 1985,Geslico is one of the main players in the Spanish debt collection sector
• Geslico offers a fully integrated debt collection service for both secured and unsecured non-performing loans
• A leader in the integral management of recovery processes, covering the recovery chain from friendly, pre-litigation to judicial collection
• 8 offices spread across Spain, with ~300 employees in total including*:
• ~40 litigation agents
• ~180 collectors agents
• ~50 judicial preparation agents
• 2015 revenue of EUR 13.6m and 2015 adjusted EBITDA of EUR 0.9m

• In 2015, Geslico had one off costs related to the restructuring process. Actual 2016 EBITDA was EUR -4.6million

• Solid standalone business case additional potential to be unlocked as part of Axactor

• Streamlined platform after organizational restructuring rigged to benefit from operational leverage by adding additional business
• Geslico's client portfolio includes the majority of Spanish financial institutions, utility companies and debt funds, hence expanding Axactor's client base with attractive customers and strengthening the company's market access

*remaining employees providing administrative support

Acquisition of Norwegian collection platform

• Established in 1988
• Purchase price NOK 291m
• 70% of the purchase price settled in cash
• Part of the cash settlement is financed with NOK 135m from the DNB facility at 400 bps + NIBOR
• One of Norway's most reputable suppliers of invoice administration and debt collection
• Delivers market leading and modern payment solutions for selected small to medium sized businesses across all sectors through two business segments:
• I. IKAS Collection
• II. IKAS Payments
• Headquartered in Hokksund
• 80 employees located throughout Norway in 5 offices:
• Hamar
• Harstad
• Hokksund
• Molde
• Stavanger

Ikas in brief Ikas revenue and EBIT margin 2011 – 2015 (NOKm) • Total revenues in 2015 of ~NOK 91m and EBIT of ~NOK 26m ⁹¹ 81 73 63 52 CAGR: 15% 2011 2012 2013 2014 2015 EBIT margin (%) Revenue 31% 29% 29% 30% 28%

Strategic rationale for the Ikas acquisition

	Norwegian market growth	• Significant increase in collection volume • Increase in number of non-performing loan portfolios available for sale • Ikas positions Axactor to reap the benefits from exciting Norwegian market opportunities
+15%	Strong business case standalone	• Significant and increasing cash generation from day one • IKAS has operational improvement potential that Axactor can realise with limited investments (e.g. IT systems, collection strategy)
	Entering a new geography with the "best platform" available	• IKAS considered to be the "best platform" available in the Norwegian market • One of Norway's fastest growing companies in the Norwegian debt collection industry • Entering the Norwegian market a way of diversifying Axactor's operations geographically
	Increased ability to secure financing	• Nordic presence increases Axactor's ability to secure attractive financing with Nordic banks

Introduction Market overview Axactor operations and strategy Appendix

Appendix

Spanish NPL market overview

• NPL ratio trending down from 2013 peak
• Demonstrates strong environment for collecting on NPLs
• The Spanish credit market is returning to growth

2012A 2013A 2014A 2015A SME/Corporate Unsecured retail Secured retail CRE .

• The Spanish debt portfolio transaction market is large and growing

• Major commercial banks leading the trend smaller commercial banks and savings banks (cajas) now following
• Lower competition for the small-medium portfolios
• Unsecured B2C making up 40-60% of the transaction volume (Axactor primary focus)

Norwegian NPL market overview

Total loans and NPL ratio of the Norwegian banking market Debt collection volume and debt collection cases in Norway

^{104 117 128 127 129 135 138} 4.4 5.2 5.5 5.7 5.9 0 20 40 60 80 100 120 140 2008A 2009A 2010A 2011A 2012A 2013A 2014A Debt collection volume Debt collection cases

NOKbn Millions

• NPL ratio significantly lower compared to other European countries
• Fragmented banking sector with a total of 124, including 13 branches
• DNB has close to a 30% market share in both the household and corporate market

• The recent oil price plunge is affecting the Norwegian economy. However, a relatively small portion of Norwegian banks' total lending is exposed to oil-related industries

• The Norwegian market has historically seen few NPL portfolio transactions

• In 2015, Lindorff acquired three NPL portfolios from DNB. The largest had a face value of EUR 263m, making it one of the largest NPL acquisitions in Norway
• Securitization is uncommon in Norway and the few NPL transactions that have occurred have mainly been consumer credit portfolios

6.7

7.1

23

Italian NPL market overview

• The overall asset quality of Italian banks is still suffering following several years of economic crisis
• The Italian government is debating a set of bank reforms to help cleanse the sector of its burden of bad debts

• It is expected that the reforms could promote consolidation in the banking sector, and support profitability as well as the ongoing deleveraging

• The Italian unsecured debt market (with a specific focus on consumer NPL portfolios) has been quite active, whereas the market for corporate NPLs has been struggling to take off

• Increasing number of transactions, but smaller in size compared to other European countries

German NPL market overview

• Low NPL ratio trending further downward
• The German banking sector is one of the strongest in Europe and has a better lending quality and lower NPL ration than elsewhere in the Eurozone, but is also very fragmented due to the three pillars model

• External factors, such as regulatory pressure or a sharp rise in funding costs will further trigger banks to dispose non-core assets (especially NPLs)

• The unsecured consumer NPL market is characterized by smaller and continued transactions rather than occasional large transactions

• Recent successful transactions have shown that the gap between sellers' price expectations and investors' bid prices has narrowed, with the market revealing strategic prices being paid
• Preference for debt which hasn't been placed with a debt collector prior to sale

Axactor company structure

Company	Description
Axactor AB	Incorporated in Sweden. Listed on the Oslo Stock Exchange. No employees.
Axactor AS	Incorporated in Norway. All staff in Norway is employed in this entity. Will function as a cost center and will charge corporate cost out to the operating entities.
Axactor Portfolio Holding AB	Incorporated in Sweden. All debt portfolios are owned by this entity. Has SLAs established with legal entities owned by Platform Holding for servicing the debt portfolios. No employees.
Axactor Platform Holding AB	Incorporated in Sweden. Holding company for all platform companies in all countries. No employees. Will provide equity and debt to the platform companies.
Axactor Incentives AB	Incorporated in Sweden. No employees. Established in order to be the owner of employee stock options as per Swedish law. No other activities. No employees.
IKAS Holding (considered to be established)	A holding company will be established in Norway for the purpose of owning all shares in all the 6 IKAS entities which were acquired on March 16th 2016. The acquired companies are IKAS Norge AS, IKAS AS, IKAS Øst AS, IKAS Nord AS, IKAS Nordvest AS, IKAS Vest AS,
Aguamenti Investment S.L.	Holding company for Spanish platform companies. No employees.
ALD Abogados S.L.	Platform company acquired in December 2015. Will service the debt portfolios acquired in Spain. Has SLA with Portfolio Holding. Operates call centers and collection activity in Spain. Will have employees.
Supan (to be reneamed)	Established in February 2016. The entity will be focusing on tax collection on behalf of municipalities in Spain. Will have employees
Geslico Group (Spain)	Geslico Group company to included in the Axactor Group

Income Statement

Income statement (reported)
SEK thousand	Jan-Mar 2016	Full year 2015
Gross revenue	29 404	4 437
Amortization of debt portfolios	-1 492	-
Net revenue	27 912	4 437
Other external expenses	-18 152	-29 940
Personnel expenses	-20 258	-5 089
Operating result before depreciation and amortization (EBITDA)	-10 498	-30 592
Depreciation and amortization, excluding portfolio amortization	-2 464	-837
Operating result after depreciation and amortization	-12 962	-31 429
Financial revenue	4 253	329
Financial expenses	-6 960	-30 218
Total financial items	-2 707	-29 889
Result before tax	-15 669	-61 318
Income tax	773	-
Result for the period from continued operations	-14 896	-61 318
Result for the period attributable to:
Equity holders of the Parent Company	-14 896	-166 606
Result for the period	-14 896	-166 606

Preliminary proforma Q1 2016 (not reported) including IKAS from 1 January 2016

•	Gross revenues:	SEK	53m
•	EBITDA:	SEK	-2m
•	Cash:	SEK	208m
•	Debt:	SEK	4m

Balance sheet

Assets			Liabilities and equity
SEK thousand	31.03.2016	31.12.2015	SEK thousand	31.03.2016	31.12.2015
ASSETS			EQUITY
Fixed Assets			Equity attributable to equity holders of the parent company
Intangible fixed assets			Share capital	328 107	298 307
Customer relationships	36 006	37 125	Other paid-in capital	1 541 773	1 468 788
Database	7 276	7 530	Reserves	-1 917	-96
Other intangible assets	436	448	Retained earnings and profit for the period	-1 304 902	-1 290 007
Goodwill	124 467	124 467	Total equity	563 060	476 992
Tangible fixed assets
Plant and machinery	1 669	549	Long-term liabilities
Long-term financial fixed assets			Convertible loan	-	5 000
Purchased debt	250 722	-	Deferred tax liabilities	10 820	11 357
Other long-term receivables	-	-	Other long-term liabilities	2 912	500
Other long-term investments	667	267	Total long-term liabilities	13 732	16 857
Total fixed assets	421 243	170 386
			Current liabilities
Current Assets			Accounts payable	13 559	12 420
Other receivables	63 579	58 284	Tax liabilities	-	9 963
Prepaid expenses	6 462	3 760	Short-term liabilities	65 597	64 088
Cash and cash equivalents	185 793	372 375	Accrued expenses and prepaid income	21 129	24 485
Total current assets	255 834	434 419	Total current liabilities	100 285	110 956
TOTAL ASSETS	677 077	604 805	TOTAL EQUITY AND LIABILITIES	677 077	604 805

axactor.com