Vend Marketplaces ASA — Investor Presentation 2019

Feb 13, 2019

Q4 2018

CEO Kristin Skogen Lund, CFO Trond Berger and CEO of MPI Rolv Erik Ryssdal 13 February 2019

Disclaimer

This presentation (hereinafter referred to as the "presentation") has been prepared by Schibsted ASA ("Schibsted" or the "Company") exclusively for information purposes, and does not constitute an offer to sell or the solicitation of an offer to buy any financial instruments.

Reasonable care has been taken to ensure that the information and facts stated herein are accurate and that the opinions contained herein are fair and reasonable, however no representation or warranty, express or implied, is given by or on behalf of the Company, any of its directors, or any other person as to the accuracy or completeness of the information or opinions contained in this document and no liability is accepted for any such information or opinions.

This presentation includes and is based on, among other things, forward-looking information and statements. Such forward-looking information and statements are based on the current expectations, estimates and projections of the Company or assumptions based on information available to the Company. Such forward-looking information and statements reflect current views with respect to future events and are subject to risks, uncertainties and assumptions. The Company cannot give any assurance as to the correctness of such information and statements. Several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this presentation.

There may have been changes in matters which affect the Company subsequent to the date of this presentation. Neither the issue nor delivery of this presentation shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the Company have not since changed.

The Company does not intend, and does not assume any obligation, to update or correct any information included in this presentation.

Alternative performance measures (APM) used in this presentation are described and presented in the section Definitions and reconciliations in the quarterly report.

Schibsted – continuing to enable future growth and innovation

Three business areas interlinked to create increased value creation Three business areas interlinked to create increased value creation

Schibsted – continuing to enable future growth and innovation

Three business areas interlinked to create increased value creation

Common foundation: Entrepreneurship, finance, people and data

A strong purpose in society: Reliable provider of news and information, strong contributor to circular economy

Experienced management team – including new faces

Three functions forming Schibsted's foundation for growth

• Efficient capital allocation
• Investment and cost discipline
• Competent, entrepreneurial, fluid and collaborative organization
• Talent acquisition and management
• Strengthening data driven product development and advertising
• Support for data- and tech driven new business
• Shared technology where efficient

Helping our businesses strengthen each other – and to expand into new business models

Schibsted: Innovation driven growth story to continue

Ambitions for continued long-term growth along multiple avenues

Q4 2018 - AGENDA

• Schibsted
• Marketplaces
• News Media
• Next
• MPI
• Update on MPI demerger
• Finance

SCHIBSTED

Q4 2018: Steady revenue growth and record high EBITDA

• Schibsted excluding MPI

• Solid growth and margin expansion in Finn.no; soft quarter in Blocket
• Revenue growth and tight cost control in News Media
• Continued growth for Lendo, but at lower rate than previous quarters. Launched in Denmark in Q4, which affects margins negatively in the ramp-up phase
• Solid growth in Prisjakt; 18% growth FY 2018
• MPI demerger on track for separate listing 10 April 2019
• Dividend of NOK 2.00 per share proposed for 2018

In Norway, strong growth was driven by volumes and new products

Norway

• Strong revenue growth in jobs and real estate verticals
• Volume increase and price optimization supported by product enhancements in jobs, real estate and cars
• Soft development for display advertising, but improved trend compared to Q3

In Sweden, we saw revenue decline in display advertising

*) Revenue growth in local currency

• Continued growth in jobs, but slowdown compared to previous quarters
• Slight revenue contraction in cars, but growth in revenue from dealers
• Close to all car dealers back on the Blocket platform
• Revenue decline in display advertising
• Good basis for return to growth in 2019
• New CEO onboarded; Pernilla Nissler
• Acquisition of Qasa completed in Q1 2019. Complementing Blocket's real estate rental service; improving ARPU

While digital is growing, we are managing the decline in print

Publishing operations Scandinavia Revenues and EBITDA-margin (NOK million)

VG delivered digital growth and solid margins

Q4 17 Q4 18 175,000 142,000 +23% Strong growth in digital subscriptions Subscribers to VG+

Soft development in Aftonbladet

Aftonbladet

Revenues and EBITDA-margin (NOK million)

Stable digital subscriptions, increased ARPU Subscribers to Aftonbladet Plus

Growing subscription numbers and increased margins in subscription papers

Subscription based newspapers Revenues (NOK million) and EBITDA margin

Number of subscribers

Q4 2018 18

*) "Complete" + weekend only

Publishing

Lendo – continued growth; investment in marketing

Lendo

Revenues (NOK million) and EBITDA margin

• Continued revenue growth driven by good performance in Sweden; +19%
• Slowdown in the market due to regulatory initiatives particularly in Norway
• Reduced margins due to geographical expansion and launch of Lendo for Business in Sweden
• Strong value creation potential outside Nordics
• Launched in Denmark in Q4; aiming for commercial launch in Poland and Austria in Q1 2019
• Geographical expansion expected to affect EBITDA negatively with NOK 70-100 million in 2019

Schibsted Growth

Prisjakt – guiding consumers to smarter purchasing decisions

Prisjakt Group

Revenues (NOK million) and EBITDA-margin

• A leading price and product comparison service
• Monetizing by sending quality traffic to online retailers
• Strong growth supported by growth in online retail in 2018 and Q4

MPI Q4: Revenue growth driven by verticals, and increased profits

• France, Spain, and Brazil all showing strong revenue development in Q4
• High growth rates for verticals, soft development for display advertising
• Increased EBITDA margin; reduced investment phase spending
• Buy-out of minorities in Spain; simplifying governance and increasing synergy potential
• Continued soft trend in display advertising in Q1 2019
• MPI demerger on track for separate listing 10 April 2019

In France, we saw continued growth in revenues and traffic – EBITDA margin 62% for Leboncoin.fr isolated

¹⁾ Including Leboncoin, MB Diffusion, Avendre A Louer and Kudoz *) Revenue growth in local currency

• Price optimization supported by product enhancements in cars and real estate
• Successful integration of A Vendre A Louer
• Continued solid growth in jobs
• Display advertising +1%
• Leboncoin.fr "isolated" EBITDA margin of 62%
• Marketing fluctuates significantly between quarters
• Acquisition of Vide Dressing increases footprint in niche market and complements Leboncoin's technology

In Spain, we saw solid performance in jobs and cars – acceleration in real estate

Spain

*) Revenue growth in local currency

• Continued good revenue growth driven by professional revenues in jobs and cars in Q4
• Good growth in real estate driven by customer acquisition and revenue per customer
• Limited growth in display advertising revenue
• Buy-out of 10% minority, at an implied enterprise value of EUR 1bn (100% basis)

We are continuing to increase revenue and reduce investment phase losses

Total Investment phase revenue

(EUR million including our proportionate share of JVs)

Total Investment phase EBITDA (EUR million including our proportionate share of JVs)

• Solid revenue growth in verticals in most markets
• Break-even or close to break-even most markets except Mexico and Shpock
• Shpock moving towards break-even
• Increased ownership in Shpock to 100% after buying out minorities in Q4
• Brazil (JV) with negative EBITDA in Q4, but 5% margin on a full year basis

*) Pro forma, including contribution from joint ventures and associates as if we had consolidated the companies proportionately, adjusted for currency fluctuations

MPI

Strong revenue growth, seasonally high marketing spend in OLX Brazil

We have grown revenue by 55% through verticals and display

Million BRL (100%). Schibsted owns 50%

• Strong revenue growth in all categories
• Cars and real estate key drivers
• Increased ARPU in the verticals
• Financing partnership on cars contributes well to the development
• Negative EBITDA in Q4, due to concentration of marketing spend to Q4 and accruals related to the management incentive program

Experienced management team of MPI – new CFO appointed

ROLV ERIK RYSSDAL CEO Marketplaces International

DEMERGER OF INTERNATIONAL MARKETPLACES

We are aiming to maximize value creation through the demerger of international classifieds (MPI)

Strategic change allowing two new companies to maximise value creation for shareholders, society, customers, users and partners

Schibsted: Nordic digital growth company with focus on consumer services, and with ability to create new winners

MPI: A fast-growing global leader in online classifieds with the ambition and tools to drive further structural change on the global scene

Demerger process on track for first day of trading 10 April 2019

• 25 February 2019: EGM to approve the demerger plan
• 7 March 2019: Capital Markets Day for Schibsted and MPI in London
• 9 April 2019: Expected completion of the Demerger and Cut-off Date for the right to receive shares in MPI
• 10 April 2019: First day of trading for MPI

1) The Cut-off Date for entitlement to receive shares in MPI will be on the date of completion of the Demerger, which is expected to occur on or about 9 April 2019, as such shareholders appear in the shareholder register of Schibsted with the Norwegian Central Securities Depository (VPS) as at the Record Date, which is expected to be on or about 11 April 2019.

Timeline Key facts

• Listing venue: Oslo Stock Exchange
• Well functioning market
• Strong shareholder base "inherited" from Schibsted
• Schibsted plans to retain a 60 percent ownership in MPI at the time of the listing, after selling down of up to 5 percent in the market and distributing shares to Schibsted's shareholders
• No plans to raise capital through a stock issue in MPI
• Around EUR 100 million of Net Interest Bearing Debt in MPI at year end 2018, including buy-out of Spanish minority (completed in Q1 2019)
• MPI will inherit Schibsted's dual share class structure initially
• Schibsted will support collapsing into only one share class in due course

MPI will operate as an independent company

• MPI is uniquely positioned for participation in possible structural development in the industry
• Continued long term Schibsted ownership in MPI
• Initially 60%, but Schibsted will be open to considering the option of reducing its shareholding, becoming a non-majority shareholder over time
• Schibsted will support the development of MPI to the benefit of all shareholders
• Maximizing shareholder value for all MPI shareholders is the overarching goal for Schibsted's ownership in MPI
• Schibsted will exercise ownership in MPI through the shareholder meeting and representation on the MPI Board
• Schibsted's CEO Kristin Skogen Lund is appointed Board member of MPI
• 4 of 6 Board members are independent

Experienced Board with broad international, industry specific and financial background

ORLA NOONAN Board Chair

Former CEO of AB Groupe Board member of Schibsted since 2017 Independent director Will not stand for re-election to the Schibsted Board

CEO of Schibsted ASA Vice-Chairman CIB EMEA, BNP Paribas Independent director

PETER BROOKS-JOHNSON

CEO of Rightmove Independent director

FERNANDO ABRIL-MARTORELL

KRISTIN

SKOGEN LUND

Executive Chairman of Grupo Indra Independent director

TERJE SELJESETH

Chief analyst at The Tinius Trust Former CPO of Schibsted ASA and CEO of Schibsted Classified Media

All-time high EBITDA in Q4 – margin increase from 16% to 19% Y/Y

EBITDA change Q4 17-Q4 18 (NOK million)

Finance

Targeting 15-20% revenue growth medium to long term¹

Strong development for verticals, slow display advertising growth in Q4; start of Q1 19 was strong in verticals and slow in display

Revenue growth in Schibsted Marketplaces driven by verticals…. … of which real estate and cars are most important

1) The target is for the existing Schibsted Marketplaces division (MPI+Marketplaces in the Nordics). Targets for MPI specifically will be provided at the Capital Markets Day 7 March 2019 2) Pro forma, including contribution from joint ventures and associates as if we had consolidated the companies proportionately, adjusted for currency fluctuations 3) Verticals = Cars, real estate, jobs

We have improved EBITDA, increased operating cash flow, and reduced our CAPEX

*) 2018 operating cash flow includes NOK 240 million cash in transit from third party cash collection partner related to sales in 2018, but received 2 January 2019.

Unaudited combined financial statements for MPI.

Finance

Q4 income statement Schibsted Group

		Fourth quarter		Full year
(NOK million)	2017	2018	2017	2018
Operating revenues	4 455	4 742	16 943	18 059
Operating expenses	-3 760	-3 845	-14 337	-14 791
Gross operating profit (EBITDA) ex Investment phase	840	975	3 282	3 709
Gross operating profit (EBITDA)	695	897	2 606	3 268
Depreciation and amortisation	-175	-203	-634	-731	Write-down of goodwill related to Yapo in
Share of profit (loss) of JVs and associates	-29	35	-113	60	Chile and Compricer in Sweden
Impairment loss	-38	-617	-49	-747
Other income and expenses	28	-37	1 505	-55	Positively affected by one-off in
Operating profit (loss)	479	75	3 315	1 794	relation to the Telenor deal and the divestment of Hitta
Net Financial Items	-66	-28	-171	-113
Profit (loss) before taxes	414	47	3 144	1 681
Taxes	-207	-246	-958	-965
Profit (loss)	207	-199	2 186	715
EPS - basic (NOK)	0,85	-0,91	9,36	2,72
EPS - basic adjusted (NOK)	0,88	1,84	3,43	6,05

Increased dividend proposed; NOK 2.00 per share

Equals NOK 477 million based on total number of shares outstanding

Dividend policy (extract)

(…) place emphasis on paying a stable to increasing dividend amount over time (…)

NOK per share Schibsted ASA Dividend

IFRS 15 and IFRS 16 impact

IFRS 15 – New revenue recognition standard implemented as of Q1 2018

• Positive effect on revenue and EBITDA of around NOK 21 million in Q4 2018. Negative effect of NOK 4 million YTD.
• Certain classifieds revenues being recognized over a longer period than previously
• No impact in Publishing nor Growth

IFRS 16 – New financial reporting standard for leasing to be implemented as of Q1 2019

• Right-of-use assets expected at approx. NOK 1.9bn and lease liabilities expected at approx. NOK 2.2bn
• Operating expenses reported in 2019 is expected to be reduced by an amount in the range of NOK 450-500 million from implementing IFRS 16.
• No significant effect is expected on profit before taxes as the total of depreciation and interest expenses is expected to increase by an amount within the same range.
• 2018 figures will not be restated, but bridge between reported 2018 and 2019 figures will be provided

^*) Based on current lease expenses

Underlying tax rate stable below 30%

• The underlying effective tax rate is stable, slightly below 30 percent. The reported tax rate is 57 percent in full year 2018, compared to 30 percent in 2017.
• The reported tax rate in 2018 is negatively affected by impairment losses while the reported tax rate in 2017 was positively affected by significant non taxable gains.
• Generally, Schibsted reports a tax rate exceeding the nominal tax rate primarily as an effect of losses for which no deferred tax asset is recognized. That effect has been declining during 2018.
• In Q4, OLX Brazil started to recognise deferred tax assets relating to tax loss carried forward, which had a positive effect on share of profit (loss) of joint ventures and associates.

	2018
Reported profit (loss) before taxes	1,681
Share of profit (loss) of joint ventures and associates	-60
Other losses for which no deferred tax benefit is recognised	1,035
Gain on sale of subsidiaries, joint ventures and associates	-13
Impairment losses	731
"Adjusted" tax base	3,375
Taxes	965
Adjusted "Underlying" effective tax rate	28.6%

MPI financials: Top line growth and margin improvement

MPI Group

EUR million

MPI Group including joint ventures

EUR million (JVs include OLX Brazil and Willhaben)

Unaudited combined financial statements for MPI in EUR million, no currency adjustments. Pro forma ownership share of JVs

MPI financials: Increased EBITDA and operating cash flow

Unaudited combined financial statements for MPI in EUR million

WELCOME TO CAPITAL MARKETS DAY

• Schibsted and Marketplaces International (MPI) will hold a joint Capital Markets Day on London Stock Exchange on Thursday 7 March 2019
• Deep dive into the strategy and operations of MPI and Schibsted. The Management teams from both companies will be present.
• To register in advance, please go to the following link: https://schibsted.com/event/capital-markets-day-schibsted-and-mpi/

APPENDICES

Spreadsheet containing detailed Q4 2018 and Historical and analytical Information can be downloaded from www.schibsted.com/ir

Continued revenue growth in Italy and Ireland, limited cost increase

Other Developed markets

Revenues and EBITDA-margin (NOK million)

• Continued solid revenue growth in verticals in all geographies
• Lower growth rate in display advertising

Key operations – Marketplaces; local currency

Fourth quarter			(NOK million)	Year
yoy % 2017 2018			Norway developed phase	2018	2017
	17 % 393	459	Operating revenues	1 826	1 628
	12 % 243	273	Operating expenses		1 013 940
	25 % 150	186	EBITDA	813 688
	38 %	41 %	EBITDA margin	45 %	42 %

Fourth quarter (EUR million)				Year
	yoy %	2017	2018	France developed phase	2018	2017
	16 %	70	81	Operating revenues	307	260
	9 %	32	35	Operating expenses	137	107
	22 %	38	47	EBITDA	170	153
		55 %	57 %	EBITDA margin	55 %	59 %

Fourth quarter			(EUR million)	Year
yoy %	2017	2018	Spain developed phase	2018	2017
13 %	37	41	Operating revenues	160	138
16 %	26	30	Operating expenses	113 103
7 %	11	12	EBITDA	47	35
	30 %	28 %	EBITDA margin	29 %	25 %

Fourth quarter			(SEK million)		Year
yoy %	2017	2018	Sweden developed phase	2018	2017
	-3 % 254	246	Operating revenues	988	1 035
	9 % 118	129	Operating expenses		487 458
-14 % 136		117	EBITDA		502 577
	54 %	48 %	EBITDA margin	51 %	56 %

Key operations – Publishing and Growth

Publishing Growth

Fourth quarter			(NOK million)	Year
yoy %	2017	2018	VG (Verdens Gang)	2018	2017
	10 % 447 493		Operating revenues	1,839	1,746
			20 % 240 287 - online	1,016	863
			-1 % 207 206 - offline	824	882
	13 % 372 419		Operating expenses	1,509	1,407
-2 %	76	75	EBITDA	331	339
	17 %	15 %	EBITDA margin	18 %	19 %

Fourth quarter			(NOK million)	Year
yoy %	2017	2018	Aftonbladet	2018	2017
	-9 % 484 438		Operating revenues	1,678	1,830
			-2 % 259 254 - online	892	887
			-18 % 225 184 - offline	786	943
	-9 % 391 357		Operating expenses	1,487	1,568
-13 %	93	81	EBITDA	190	262
	19 %	18 %	EBITDA margin	11 %	14 %

Fourth quarter			(NOK million)	Year
yoy %	2017	2018	Subscription newspapers	2018	2017
	-1 % 919 914		Operating revenues	3,484	3,525
			8 % 230 248 - online	918	840
			-3 % 689 666 - offline	2,566	2,685
	-2 % 853 839		Operating expenses	3,243	3,272
12 %	67	75	EBITDA	242	253
	7 %	8 %	EBITDA margin	7 %	7 %

Fourth quarter			(NOK million)	Year
yoy %	2017	2018	Lendo Group	2018	2017
	8 % 191 207		Operating revenues	852	704
	42 % 104 148		Operating expenses	530	411
-32 %	87	59	EBITDA	322	293
	45 %	28 %	EBITDA margin	38 %	42 %

Key financial figures

NOK NOK million

CAPEX Net interest bearing debt

Note: NIBD/EBITDA according to bank definition.

CAPEX (NOK million) and CAPEX/Sales (%) Net interest bearing debt (NOK) and Ratio of Net interest bearing debt/LTM EBITDA

Earnings per share - adjusted Net cash flow from operating activities

Cash flow

	As of Q4
(NOK million)	2017	2018
Profit (loss) before taxes	3,144	1,681
Depreciation, amortisation and impairment losses	685	1,479
Net effect pension liabilities	-91	-90
Share of loss (profit) of joint ventures and associates, net of dividends received	134	-20
Taxes paid	-828	-941
Sales losses (gains) non-current assets and other non-cash losses (gains)	-1,697	-23
Change in working capital and provisions	-57	-304
Net cash flow from operating activities	1,290	1,781
Net cash flow from investing activities	-4,546	-953
Net cash flow before financing activities	-3,256	828
Net cash flow from financing activities	3,558	-608
Effect of exchange rate changes on cash and cash equivalents	55	- 2
Net increase (decrease) in cash and cash equivalents	357	218
Cash and cash equivalents at start of period	1,268	1,626
Cash and cash equivalents at end of period	1,626	1,844

Basic information

	A-share	B-share
Ticker
Oslo Stock Exchange:	SCHA	SCHB
Reuters:	SBSTA.OL	SBSTB.OL
Bloomberg:	SCHA:NO	SCHB:NO
Number of shares	108,003,615	130,684,373
Treasury shares (11 February 2018)	256,227	102,644
Number of shares outstanding	107,747,388	130,581,729
Free float*	74%	78%
Share price (11 February 2018)	NOK 300.60	NOK 271.00	*) Total number of shares excluding treasury shares
Average daily trading volume (shares)**	243,000	130,000	and shares owned by Blommenholm Industrier AS.
Market Cap total (11 February 2018)		NOK 67.9 bn., EUR 6.9 bn.,
		GBP 6.1 bn., USD 7.8 bn.,

**) Since 1 January 2018

Shareholder analysis

Rank Name	A-Shares	B-shares	Total	%
1 Blommenholm Industrier AS	28,188,589	28,598,589	56,787,178	23.8%
2 Folketrygdfondet	6,024,397	11,159,950	17,184,347	7.2%
3 Baillie Gifford & Co.	7,166,419	5,790,156	12,956,575	5.4%
4 Fidelity Management & Research Company	5,501,954	2,908,299	8,410,253	3.5%
5 NWT Media AS	3,022,068	5,997,730	9,019,798	3.8%
6 Platinum Investment Management Ltd.	3,943,173	3,415,801	7,358,974	3.1%
7 Alecta pensionsförsäkring, ömsesidigt	3,152,000	3,633,600	6,785,600	2.8%
8 Adelphi Capital LLP	3,216,005	3,139,475	6,355,480	2.7%
9 The Vanguard Group, Inc.	2,592,757	2,679,993	5,272,750	2.2%
10 AKO Capital LLP	3,025,870	1,966,569	4,992,439	2.1%
11 Marathon Asset Management LLP	2,269,272	1,971,855	Not updated 4,241,127	1.8%
12 Pelham Capital Ltd	0	4,209,851	4,209,851	1.8%
13 Luxor Capital Group, L.P.	220,712	3,555,609	3,776,321	1.6%
14 DNB Asset Management AS	911,745	2,777,739	3,689,484	1.5%
15 Storebrand Kapitalforvaltning AS	1,756,694	1,531,995	3,288,689	1.4%
16 FMR Investment Management (U.K.) Limited	2,646,950	360,505	3,007,455	1.3%
17 Echinus Partners LP	2,159,781	771,870	2,931,651	1.2%
18 Mitsubishi UFJ Trust and Banking Corporation	1,525,050	1,353,005	2,878,055	1.2%
19 KLP Forsikring	155,102	2,705,681	2,860,783	1.2%
20 Nordea Funds Oy	907,777	1,948,973	2,856,750	1.2%

Nasdaq OMX or Schibsted can guarantee the accuracy of the analysis. Source: Nasdaq OMX. Data as of 17 January 2019

Shareholders	SCHA	SCHB
% of foreign shareholders**	57.4 %	55.7 %
Number of shareholders	4,126	4,284
Number of shares	108,003,615	130,684,373
Shares owned by Schibsted	256,227	102,644

Largest country of ownership A+B (VPS)
Norway	43.5 %
U.S.A.	25.1 %
U.K.	10.3 %
Sweden	4.7 %
Luxembourg	3.1 %
Cayman Islands	2.7 %

Updated information and VPS register at: https://schibsted.com/ir/shareholders/

The shareholder ID data are provided by Nasdaq OMX. The data are obtained through the analysis of beneficial ownership and fund manager information provided in replies to disclosure of ownership notices issued to all custodians on the Schibsted share register. Whilst every reasonable effort is made to verify all data, neither

INVESTOR INFORMATION

Visit Schibsted's web site www.schibsted.com

IR contacts:

Jo Christian Steigedal VP, Head of IR jcs@schibsted.no +47 415 08 733

Espen Risholm IRO espen.risholm@schibsted.com +47 924 80 248

Schibsted ASA Akersgata 55, P.O. Box 490 Sentrum, NO-0105 Oslo Tel: +47 23 10 66 00. E-mail: schibsted@schibsted.no