Axactor SE

Investor Presentation • Oct 16, 2015

Company presentation

NICKEL MOUNTAIN GROUP AB

«Building a high growth, high return debt management services company»

16 October 2015

NOT FOR REPRODUCTION OR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN MAY BE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE. THIS DOCUMENT MAY NOT BEDISTRIBUTED IN, OR TO ANY PERSON RESIDENT IN THE U.S., CANADA, AUSTRALIA OR JAPAN OR TO ANY AMERICAN CITIZEN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LEGISLATION

IMPORTANT INFORMATION

IMPORTANT NOTICE

This company presentation (the "Presentation") has been produced by Nickel Mountain Group AB (publ) ("NMG") exclusively for information purposes. In this Investor Presentation, references to the "Company", "Nickel Mountain Group" or "NMG" are to Nickel Mountain Group AB (publ.), and references to the "Group" or "NewCo" are to the Company taken together with its consolidated subsidiaries and, where the context requires or permits, ALD Abogados S.L. ("ALD" or "ALD Abogados"). This presentation may not be redistributed, in whole or in part, to any other person.

This document contains certain forward-looking statements relating to the business, financial performance and results of NMG and/or the industry in which it operates or intends to operate. Forwardlooking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of NMG or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development.

None of NMG or any of its parent or subsidiary undertakings or any such person's officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. NMG assumes no obligation to update any forward-looking statements or to conform these forward-looking statements to our actual results. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither NMG nor any of its parent or subsidiary undertakings or any such person's officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this document. Actual experience may differ, and those differences man be material.

By reviewing this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of NMG and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the businesses of NMG. This presentation must be read in conjunction with the recent Financial Information and the disclosures therein. This announcement is not an offer for sale or purchase of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. NMG has not registered and does not intend to register its securities in the United States or to conduct a public offering of its securities in the United States. Any offer for sale or purchase of securities will be made by means of an offer document that may be obtained by certain qualified investors from NMG. Copies of this Presentation are not being made and may not be distributed or sent into the United States, Canada, Australia, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member State, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. This Presentation is only directed at (a) persons who are outside the United Kingdom; or (b) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (c) persons falling within Article 49(2)(a) to (d) of the Order; or (d) persons to whom any invitation or inducement to engage in investment activity can be communicated in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply.

No shares or other securities are being offered pursuant to this presentation. This presentation does not constitute an offer to sell or form part of, and should not be construed as, an offer or invitation for the sale or subscription of, or a solicitation of an offer to buy or subscribe for, any shares or other securities in any jurisdiction, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any offer, contract, commitment or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the company. Investors should not subscribe for or purchase any shares or other securities referred to in this presentation.

By accepting delivery of this Presentation you agree to be bound by the foregoing limitations.

This Presentation shall be governed by Norwegian law, and any disputes relating to hereto is subject to the sole and exclusive jurisdiction of Norwegian courts, with Oslo District Court as legal venue.

Highlights

Experienced management team with proven track record	• Unparalleled industry track record, in particular within the target geographical regions • Long lasting relationship with Financial Institutions across Europe • Unique debt portfolio pricing and collection competencies
Attractive fundamentals within NPL purchase market	• Large European NPL stock in the banks' balance sheets • Double digit growth in the Non-Performing Loans (NPL) debt sales market in several European countries • Regulatory changes (Basel III, etc.) driving debt divestments in the FI segment
Immediate presence in Spain through acquisition of high quality platform	• High quality Spanish debt collection company signed at attractive multiples • Attractive customer base and unique competence within legal collection • Presence through external network in all judicial districts driving efficient collections • Access to large amount of collection data to be used for pricing of portfolios
Solid and flexible financing structure	• Committed bank financing subject to documentation, available for portfolio and platform acquisitions • Listing on Oslo Stock Exchange (main list) with large shareholder base

Proposed management team

Group management team1

Endre Rangnes

Chief Executive Officer¹

• CEO in Lindorff Group AB (2010 2014)
• CEO of EDB Business Partner ASA, now EVRY ASA (2003 2010)
• Prior work experience includes various positions within the IBM Group (including being Country Manager Norway and serving as member of IBM Nordic's executive and top management teams)
• Other current assignments/positions: Board member of Tieto Ojy

Johnny Tsolis

Head of Strategy and Projects¹

• 8 years of experience from working with the Lindorff Group. Main focus on PMI/cost and productivity improvement
• Broad international experience, more that 5 years on projects abroad, primarily in Spain, Germany, the US, the Netherlands, Denmark, Sweden and Finland
• Former work experience includes positions as partner at Cardo Partners AS, partner at DHT Corporate Services, Handelsbanken Capital Markets and Arkwright

€ 1trillion Non-Performing Loan (NPL) FI¹ market in Europe

NewCo will focus on 70% of total market

Key trends in the debt purchase/debt collection industry

Portfolio sales – strong growth

• Regulatory changes driving debt sales
• Strengthened FI balance sheets enable portfolio sales
• Asking price approaching street price

Unsecured B2C NPL transactions (EURbn Face Value)

Outsourcing trend (carve-outs)

• Several major European banks have carved-out their debt collection operations
• FI regards debt collection as non-core operations
• Debt collection agencies achieve higher solution rates

Industry consolidation

• Professionalization of industry, market maturity
• Technology enables increased scale advantages
• Capital constraints for smaller players
• Influx of Private Equity players / IPO activity

3

1

2

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 0.8-1.0 trillion since 2012

• Not including secondary market

• The market for portfolio transactions has grown considerably in recent years, with the trend continuing strong in 2015

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

NewCo will cover all major parts of the value chain

Debt collection/debt purchase transaction models

	3 rd party collection (3PC)	Debt portfolio purchase	Carve-outs from FI
Description	• Collection of outstanding claims on behalf of clients	• Acquisition of Non-Performing Loan portfolios (NPL) from financial institutions.	• Acquisition of internal debt collection departments from FIs. • Exclusive right to collect NPLs from the FIs, however deal structure varies. Often includes recurring new fresh claims • Deal may include debt portfolios
Revenue model	• Success fee, based on achieving agreed upon KPIs	• Collection of outstanding Face Value with a multiple higher than the purchase price	• Success fee/ collections, based on achieving agreed upon KPIs
Up-front cost
Return on capital

NewCo to focus on selected established markets with strong growth

The development curve of debt collection/debt purchasing markets

Acquisition of a leading legal collection platform in Spain

Description

• Leading Spanish legal debt collection agency established in 2010
• 89 FTEs and 675 external lawyers and solicitors
• Management with long industry experience
• Strong customer base
• Compliance and authorizations in place
• Technology and IT platform
• Access to collection data for deal sourcing and pricing

Financials (EURm) 2

Source: ALD Abogados 1: May 2015 2: Spanish GAAP 11

Sources and uses

Growth capital available after acquisition of ALD Abogados

Financing schedule:

• A. Net cash balance in NMG AB was NOK 50m (SEK 50m) per 30.06.15.
• B. Equity issue of NOK 400m through private placement
• C. Subsequent offering of MOK 60m through repair issue
• D. Acquisition of ALD Abogados S.L. with NOK 120m (EUR 13m) in cash¹ , and additional NOK 46m (EUR 5m) in shares (no cash effect)
• E. Working capital requirement and transaction costs of approximately NOK 60m
• F. NOK 330m in available funds

FX rates applied: EURNOK 9.2, SEKNOK 0.99

1: Of which EUR 3m contingent on 2015 performance