B Communication

Investor Presentation • Jun 19, 2023

Investor Presentation

June 2023

Forward-Looking Statements

This presentation contains general data and information as well as forward looking statements about B Communications Ltd. ("BCOM"). Such statements, along with explanations and clarifications presented by BCOM's representatives, include expressions of management's expectations about new and existing programs and market conditions. Although BCOM believes its expectations are based on reasonable assumptions, these statements are subject to numerous risks and uncertainties. These statements should not be regarded as a representation that anticipated events will occur or that expected objectives will be achieved. In addition, the realization and/or otherwise of the forward looking information will be affected by factors that cannot be assessed in advance, and which are not within the control of BCOM, including the risk factors that are characteristic of its operations, developments in the general environment, external factors, and the regulation that affects BCOM's operations. This presentation contains partial information from the public reports of BCOM under the Israeli Securities Law 5728-1968 (the "Securities Law"), which reports can be accessed at the Israeli Securities Authority's website, www.magna.isa.gov.il. A review of this presentation is not a substitute for a review of the detailed reports of BCOM under the Securities Law and is not meant to replace or qualify them; rather, the presentation is prepared merely for the convenience of the reader, with the understanding that the detailed reports are being reviewed simultaneously. No representation is made as to the accuracy or completeness of the information contained herein. The information included in this presentation is based on information included in BCOM's public filings. However, some of the information may be presented in a different manner and/or breakdown and/or is differently edited. In any event of inconsistency between BCOM's public filings and the information contained in this presentation, the information included in the public filings shall prevail. The information contained in this presentation or which will be provided orally during the presentation thereof, does not constitute or form part of any invitation or offer to sell, or any solicitation of any invitation or offer to purchase or subscribe for, any securities of BCOM or any other entity, nor shall the information or any part of it or the fact of its distribution form the basis of, or be relied on in connection with or relating to any action, contract, commitment or to the securities of BCOM. The presentation does not constitute a recommendation or opinion or substitute for the discretion of any investor.

Series F Tack-On Bonds Issuance – Credit Highlights

Initiation of credit rating by Midroog/Moody's: A3 with Stable outlook

With the new rating, Series F is expected to be added to the main bond indices

Proceeds used to redeem Series C at Par which currently has pari-passu pledge on same Bezeq shares

First lien registered pledge on 26.3% stake in Bezeq, with specific pledge permit from MoC

Stable and attractive LTV level of ~50%

Bezeq's strong credit rating's outlook was recently upgraded by both Midroog and Maalot to AA- with positive outlook

Stable and growing dividend payments from Bezeq starting 2022

Strong financial and operational performance at Bezeq and its subsidiaries with emphasis on Fiber, 5G and growing FCF

BCOM Overview

B Communications Ltd. ("BCOM") is a public company with a controlling interest (~27%) in Bezeq, The Israel Telecommunication Corp. ("Bezeq"), Israel's largest telecommunications group (TASE: BEZQ).

BCOM is controlled by Searchlight Capital Partners (65.26%) and the Fuhrer Family (12.35%). Our controlling shareholders have wide telecom and business experience and financial strength, representing significant added value for the Bezeq Group.

At A Glance

Ticker BCOM

Exchange TASE

Headquarters Tel-Aviv, Israel

4

NIS 3.55 Billion Value of Holdings in Bezeq 52.3% LTV (spot) NIS 11.79 Stock Price NIS 1.7 Billion NAV

As of June 18, 2023

Investment Highlights

Experienced Controlling Shareholders Leading Israel's Largest Telecom Group, in Both Residential and Business Markets

Consistent Improvement in Leverage Ratios with Healthy Debt Repayment Schedule and Dividends from Subsidiary

Stable and Recurring Revenue Model with Strong and Predictable Cash Flows

Strong Market Momentum with Focus on Growth Engines and Structural Changes such as: Building Nationwide Fiber Infrastructure, 5G Deployment and Streamline of Key TV and ISP Subsidiaries

Searchlight Capital Partners

	Team of 90 professionals	Select Portfolio Investments
Searchlight Capital Partners ("Searchlight") is a transatlantic investment firm founded in 2010	across London, New York and Toronto ~\$12 billion under management
	Long term, patient, private equity investors
Searchlight Investment Strategy	Focused on partnering with management teams of market leading businesses in attractive industries
	Strong expertise and relationships in communications, media, business services, and consumer
Searchlight Investment Focus	Invest in companies with strong market positions and high cash flow generation

Strong and Experienced Management

Mr. Darren Glatt

Chairman of the Board of Directors

Darren was elected as our Chairman of the Board of Directors since December 2019.

Mr. Glatt is a Partner at Searchlight Capital Partners, overseeing the firm's efforts in the Technology, Media and Telecommunications ("TMT") sectors.

Prior to joining Searchlight in 2013, Mr. Glatt worked as a Partner in the Private Equity Group at Apollo Management, L.P. Mr. Glatt also held positions at Apax Partners and The Cypress Group. He started his career at Bear Stearns in 1998 in New York.

Mr. Glatt is currently a member of the Boards of Bezeq, BCOM (Chairman), All Points Broadband (Chairman), MediaMath (Chairman), Adams Outdoor Advertising, and formerly a member of the Boards of Charter Communications, Rackspace, Ocean Outdoor,160over90, Play Power, Veritable Maritime and Core Media.

Mr. Glatt received a BS from The George Washington University, and an MBA from Harvard Business School.

Mr. Tomer Raved Chief Executive Officer

Tomer Raved was elected as our CEO in January 2020. Mr. Raved also serves as a Director at Bezeq and all its subsidiaries.

In the past decade, Tomer has advised telecom, media and tech companies on M&A and capital raises and has completed transactions valued at over \$300bn in aggregate with US and Israeli clients, such as Verizon, AT&T, Charter, Disney, IBM, KKR, Apollo and many others.

Prior to joining BCOM, Tomer was a Director and a Vice President at RBC Investment Bank. Previously, Tomer was an Associate Director at UBS Investment Bank as well an Associate Attorney at FBC &Co.

Tomer has an MBA with specialization in Finance and Accounting from NYU Stern School of Business, as well as an L.L.B in Law and a B.A. in Economics from Tel-Aviv University.

Mr. Itzik Tadmor Chief Financial Officer

Itzik has been the Company's Chief Financial Officer Since May 2015, and previously served as BCOM's controller for three years.

Itzik has been involved in all the Company's past capital markets transactions as well as in structuring all of BCOM's prior debt and equity issuances.

Prior to joining the Company, Mr. Tadmor worked at PriceWaterhouseCoopers (PWC) for five years.

Mr. Tadmor received, a bachelor degree in accounting and economics and an M.B.A degree from Tel-Aviv University. Mr. Tadmor is also a certified public accountant in Israel.

BCOM NAV & LTV Summary

Data
No. of BCOM shares (mm)	107.25
No. of Bezeq shares held by BCOM (mm)	747.1
Bezeq share price (NIS) *	4.75
No. of Bezeq shares (mm)	2,766.7
Bezeq's market cap (NIS mm) *	13,142

BCOM's NAV & LTV	NIS Millions
Market value of BCOM's holdings in Bezeq	3,549
BCOM's net debt **	1,855
BCOM's NAV	1,694
LTV (Spot)	52.3%

NAV vs Market:	NIS
BCOM's share price based on NAV	15.79
BCOM's market price*	11.79
NAV Premium to Market (%)	33.9%

* Market figures are as of June 18, 2023.

** Net debt figures are as of March 31, 2023 adjusted to additional Bezeq shares purchased in April and May 2023 and dividend received from Bezeq on May 11, 2023.

In the event of future sale of Bezeq shares, the Company does not expect to incur significant tax expenses if any.

Debt Capitalization Summary

	Series C	Series F
Par Value (NIS mm)	497	1,472
Coupon	3.85%	3.65%
Maturity	30/11/2024 (Bullet)	30/11/2026 (Bullet)
YTM (June 18, 2023)	5.89%	6.01%
Market price (June 18, 2023)	0.976	0.932
Financial Covenant	LTV	LTV
Currency / Linkage	NIS, not-linked	NIS, not-linked
Pledge	st Lien 1	st 1 Lien
Credit Rating	A3 (stable outlook)	A3 (stable outlook)

Dividends Upstream from Bezeq

	H1'22	H2'22	H1'23
Bezeq's dividend policy	of 50% NP	of 50% NP	of 60% NP
(NIS) Bezeq's dividend share per	0 09	0 11	0 09
(NISm) Dividend distributed by Bezeq	240	294	246
(NISm) Dividend received by Bcom	6 4	7 8	6 6
(NISm) paid and of Interest Bcom opex	4 4	4 2	4 2

Thank You