LINK Mobility Group Holding

M&A Activity • Jun 24, 2025

Acquisition of SMSPortal

South African market leader with significant value creation potential

24 June 2025

Disclaimer

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About this presentation

This presentation (the Presentation) has been prepared by LINK Mobility Group Holding ASA (the Company, and together with its consolidated subsidiaries, LINK) for a brief presentation of LINK in connection with the announcement by LINK of the acquisition of SMSPortal by LINK (the Transaction). This Presentation should not be used for any other purpose.

This Presentation is prepared based on information obtained from LINK, SMSPortal and public sources on or prior to the date hereof and has not been independently verified. This Presentation only contains summary information and no representation or warranty, express or implied, is or will be made in relation to and no reliance should be placed on the fairness, accuracy, correctness or completeness of the information or opinions contained in this Presentation.

This Presentation contains forward-looking statements, which are based on current expectations, projections and assumptions about future events. Statements contained in the Presentation, other than statements of historical fact, regarding future events or prospects, are forward-looking statements. The words "may", "will", "should", "expect", "anticipate", "believe", "estimate", "plan", "predict", "intend" or variations of these words, as well as other statements regarding matters that are not historical fact or regarding future events or prospects, constitute forward-looking statements. The Company has based these forward-looking statements on its current views with respect to future events and financial performance. These views involve a number of known or unknown risks, uncertainties and assumptions, which could cause actual results to differ materially from those predicted in the forward-looking statements and from the past performance of LINK. As a result, you should not and may not rely on these forward-looking statements. No representation or warranty is made that any forward-looking statement will occur.

Forward-looking statements speak as of the date of this Presentation and no one undertakes to publicly update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise. Neither the Company nor its subsidiaries or affiliates, or their respective directors, offices, employees, advisers or agents accepts any responsibility or liability whatsoever or makes any representation or warranty, expressed or implied, as to the truthfulness, fairness, accuracy, completeness or verification of such information. Accordingly, undue reliance should not be placed on any forward-looking statement contained in this Presentation. Certain numbers in the 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 number 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.

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LINK has a strong track record for growth through value accretive acquisitions

35+ Acquisitions last decade

~40% Messages sent CAGR 2015-2024

~6.5x Historical mean multiple

Active M&A strategy with clear play-book:

• ✓ Strong local market position and telecom operator relationships.
• ✓ Cash EBITDA positive and cash accretive from day one.
• ✓ Solid, well-diversified customer portfolios with low churn.
• ✓ ~80% overlapping technology and strong commercial enterprise focus.
• ✓ Synergy potential to create further value.

acquires

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Market-leading messaging provider with a robust South African ✓ and international customer base operating in a growing market.

Organic growth opportunities driven by a large and loyal ✓ customer base and increasing demand for mobile solutions.

Potential for accelerated growth through introduction of LINK's ✓ high-margin CPaaS offering.

✓ Attractive upfront multiple of 4.6x LTM April 2025 cash EBITDA

Accretive acquisition of the number one player in South Africa with significant international business

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(1) Figures for last 12 months as of April 2025, CAGR calculated over last three years. The USD/ZAR exchange rate of 18.18 is employed and represents the average monthly rate over the period from April 2024 to May 2025

SMSPortal: High-quality vendor with strong market position

• ✓ Pure SMS A2P player with an established market-leading position in South Africa
• ✓ Strong commercial enterprise focus
• ✓ Market consisting of smaller local competitors and a few international players
• ✓ Market-leading technology platform with superior throughput capabilities

Stable customer base with low churn¹

Leading market position²

million SMS per month

(1) Revenue churn rate (2) Source: Estimates based on company data

Compelling financial track-record and growth outlook

Track record for profitable growth

• Exceptional revenue growth over the past three years, driven by successful upselling and customer retention strategies.
• Scalable model with a robust EBITDA margin and a history of profitable growth.
• End-to-end automation and self-service enable high profitability across customer segments.
• Strong independent local management team with demonstrated track-record for growth continuing under LINK ownership.

Compelling growth outlook

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• Expected high single digit annual gross profit growth from current operations and stable or improving margins.
  • Expected continued SMS market growth combined with opportunity to grow market share due to SMSPortal's unique market position
• Additional growth potential from introducing high-margin CPaaS products such as conversational solutions on RCS and WhatsApp

Strong market fundamentals

Positive market dynamics with growth potential Stable SMS A2P market growth

• SMS is the dominant communication channel, with unmatched reach across local markets. Limited e-mail reach with only 10 million e-mail addresses across a population of 64 million.
• Young population with a growing middle-class responsive to digital messaging solutions.
• Market SMS volumes has grown by a CAGR of 7% 2020-2024¹
• Diversified industry exposure
• Advanced CPaaS solutions in early-stage, creating future multichannel growth opportunities.
• Opportunity to expand into underpenetrated sectors.

Annual A2P SMS messages in South Africa (Bn – CAGR growth%)

SMSPortal customer verticals

Revenue by sector²

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Stable, attractive business environment

Regulatory and legal landscape similar to Europe

• Structured legal frameworks and regulatory standards ensure stability and reduce execution risk.
• Strong financial sector and transparent tax and banking frameworks allow for efficient capital flows.
• Experienced local partners enable efficient execution and market penetration.

• Telecom operator regulations and stringent licensing requirements support fair and predictable market conditions.
• SMSPortal is one of four companies holding interconnect agreements for messaging.
• A rapidly growing digital economy and mobile-first user base across continent drives scalable business opportunities.

Compelling combined financials

in NOK million	1	2	4 Combined
Revenue	7,089	1,105	8,194
EBITDA adj.	770	247	1,017
EBITDA margin	10.9%	22.4%	12.4%
Cash EBITDA3	607	246	853
Cash	2,446	(991)	1,455
Total debt	3,486	-	3,486
NIBD	1,041	991	2,032
NIBD/ EBITDA	1.4x	-	2.0x

(1) Source: Unaudited LTM proforma financials as of Q1 2025, excluding the acquisitions of The SMS Works & FireText Communications. (2) Source: Unaudited LTM financials as of April 2025. Figures are based on USD/NOK FX rate 9.89 as of 17 June 2025. (3) Cash EBITDA: EBITDA adj. less capex

(4) Note that the combined figures (a) are unaudited and have been summarized by LINK for the purpose of this presentation using its best estimate and are based on available financial information as of the date of this Presentation, (b) may be amended and that the final numbers may differ from those set out herein, and (c) are presented for illustration purposes only and does not intend to be, nor shall be construed as, pro forma financial information as calculated and presented in accordance with the EU Prospectus Regulation.

Transaction details

• Total purchase price up to USD 145 million
  • USD 100 upfront payment financed with cash on hand
  • USD 15 million equity consideration, issuing approx. 5.9 million shares at NOK 26 per share
  • Additional conditional payment potential of max USD 30 million in two annual tranches

Attractive and highly accretive valuation

• Cash & share consideration valuation of 4.6x cash EBITDA
  • 5.8x including max conditional payment of USD 30 million
• Highly accretive versus LINK own valuation
• Combined leverage ratio as of Q1 2025 of 2.0x, within financial policy of max 2.0x-2.5x
• US receivables lowers combined leverage to 1.8x

Establishing strong position in a new region with significant potential for growth and value creation

• Market-leading player with robust South African and international customer base
• Leading technological platform

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• Scalable model with track record for profitable growth
• Low competitive pressure with smaller local and few international competitors

Establishing a leading position... …in a growing market with a predictable regulatory framework…

• SMS the primary communication channel with 76% market penetration¹
• Strong regulatory framework and predictable market conditions
• Growing digital economy with demand for scalable communication solutions

…and substantial opportunities for synergies and accelerated growth

• Grow SME customer base and expand into underpenetrated sectors
• Introduce high-margin CPaaS products, addressing local market demand
• Integrate SMSPortal tech platform into LINK's existing operations

Advanced technological platform, robust enterprise customer base, and solid market opportunities present strong strategic alignment with LINK's business model and growth priorities

(1) Source: MEF and Biz | Market Penetration is defined as the number of active SMS users in a country divided by the total population of the country.