#1POLYGON Investor Presentation November 2019 Strictly private and confidential#2Important notice This investor presentation (the "Investor Presentation") has been prepared by Polygon AB (publ) (the "Issuer", the "Company" or "Polygon" and any reference to the "Issuer", the "Company" or "Polygon" shall also include the Issuer's subsidiaries when the context so permits and any reference to the "Group" shall be a reference to the Issuer and its subsidiaries) in connection with a potential issue of subsequent notes (the "Subsequent Notes") to be issued by the Issuer under its existing senior secured fixed rate notes framework due 2023 (the "Subsequent Notes Issue" or the "Issue of Subsequent Notes") and is being furnished for limited distribution through Nordea Bank Abp (the "Sole Bookrunner"), as the exclusive authorised representative for the Issuer, for informational purposes only and is not to be relied upon in substitution for the exercise of independent judgement. The distribution is made solely for use by potential investors who have expressed an interest in an investment in the Subsequent Notes. Only the Issuer and the Sole Bookrunner are entitled to provide information in respect of matters described in this Investor Presentation. Information that might be provided by any other person or persons is of no relevance to the contents of this Investor Presentation and must not be relied upon. If not explicitly defined in this Investor Presentation, capitalised terms shall have the meaning ascribed to them in the Terms and Conditions (as defined below) or the Intercreditor Agreement (as defined below). The information contained herein has been prepared to assist interested parties in making their own evaluation of the Issuer and its creditworthiness and does not purport to be all-inclusive or to contain all information that potential investors may desire or that may be required in order to properly evaluate the business, prospects or value of the Issuer. All data in this Investor Presentation is provided as at the date of this Investor Presentation and is subject to change without notice. In all cases, interested parties should conduct their own investigation and analysis of the Issuer and the data set forth in this Investor Presentation and investors are urged to take steps to ensure that they understand the transaction and have made an independent assessment of the appropriateness of the transaction in light of their own objectives and circumstances before entering into any transaction (including the possible risks and benefits of entering into such transaction). Investors should also consider seeking advice from their own advisors in making this assessment. The information in this Investor Presentation is presented by the Company or constitutes publicly available information and has been produced by the Company exclusively for information purposes and has not been independently verified by the Sole Bookrunner, its Representatives (as defined below) or by any other person. No representation or warranty, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy or completeness of the information, statements, estimates, projections or options contained herein, or the legality of any potential investor's investment in the Subsequent Notes. None of the Sole Bookrunner or any of its subsidiaries or affiliates or any of such person's directors, officers or employees, advisors or other representatives (collectively the "Representatives"), accept any liability whatsoever (whether in negligence or otherwise) arising, directly or indirectly, from the use of this Investor Presentation or its contents or any other oral, written or other communication transmitted to the recipient in the course of its evaluation of the Subsequent Notes or the Issuer or which is otherwise arising in connection therewith. The Sole Bookrunner and the Issuer are under no obligation to submit further information to potential investors. Certain risk factors related to the Group and the Subsequent Notes are set out in this Investor Presentation. Each potential investor must ensure that they review those risk factors prior to making any investment decision. This Investor Presentation contains certain tables and other statistical analyses (the "Statistical Information"). Numerous assumptions were used in preparing the Statistical Information, which may or may not be reflected herein. As such, no assurance can be given as to the accuracy, appropriateness or completeness of the Statistical Information as used in any particular context; nor as to whether the Statistical Information and/or the assumptions upon which they are based reflect present market conditions or future market performance. The contents of this Investor Presentation, including the Statistical Information, are not to be construed as legal, credit, business or tax advice. Further, the Sole Bookrunner is not giving and is not intending to give financial advice to any potential investor, and this Investor Presentation shall not be deemed to be financial advice from the Sole Bookrunner to any potential investor. Each potential investor should therefore consult with its own legal, financial, credit, business or tax advisor as to legal, financial, credit, business, and tax advice. By receiving this Investor Presentation you acknowledge that you will be solely responsible for your own assessment of the Issuer, the market and the market position of the Issuer and that you will conduct your own investigation and analysis of the Issuer and the information contained in this Investor Presentation and be solely responsible for forming your own opinion of the potential future performance of the Issuer's business. The Sole Bookrunner and its clients and/or Representatives may hold shares, options or other securities of any issuer referred to in this Investor Presentation and may, as principal or agent, buy or sell such securities. Accordingly, conflicts of interest may exist or may arise as a result of the Sole Bookrunner having previously engaged, or will in the future engage, in transactions with other parties, having multiple roles or carrying out other transactions for third parties with conflicting interests. The Sole Bookrunner will be paid a fee by the Issuer in respect of the placement of the transaction. The distribution of this Investor Presentation and the private placement of the Subsequent Notes in certain jurisdictions may be restricted by law. This material may not be distributed to countries where such distribution requires additional measures, such as the preparation of a prospectus, or is contrary to the rules and regulations in such country. No actions have been, or will be taken, in any jurisdiction by the Sole Bookrunner or the Issuer, nor any of their Representatives, that would permit an offering of the Subsequent Notes, or the possession or distribution of any documents relating thereto, or any amendment or supplement thereto, in any country or jurisdiction where specific action(s) for such purpose is required. Accordingly, this Investor Presentation may not be used for the purpose of, and does not constitute, an offer to sell or issue, or a solicitation of an offer to buy or apply for, any securities in any jurisdiction in any circumstance in which such offer or solicitation is not lawful or authorised. In particular, this Investor Presentation may not be distributed in, or to any person resident in, Canada, Australia, Hong Kong, the Italian Republic, New Zealand, The Republic of South Africa, Japan, the Republic of Cyprus, the United Kingdom, or the United States (or to any U.S. person) except as set forth herein and pursuant to appropriate exemptions under the laws of any such jurisdiction. Failure to comply with these restrictions may constitute a violation of applicable securities legislation. Persons into whose possession this Investor Presentation may come are required by the Issuer and the Sole Bookrunner to inform themselves about, and to observe, such restrictions. Neither the Issuer nor the Sole Bookrunner shall be responsible or liable for any violation of such restrictions by potential investors. IMPORTANT NOTICE | POLYGON 1#3Important notice (cont'd) THIS INVESTOR PRESENTATION DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. The Subsequent Notes have not been and will not be registered under the Securities Act, or any securities laws of any state in the United States. Accordingly, the Subsequent Notes may not be offered, sold (directly or indirectly), delivered or otherwise transferred within or into the United States or to, or for the account or benefit of, U.S. persons, unless the Subsequent Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. The Subsequent Notes are being offered and sold only outside the United States to persons other than U.S. Persons ("non-U.S. purchasers", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)) in reliance upon Regulation S. As used herein, the terms "United States" and "U.S. person" have the meanings as given to them in Rule 902 of Regulation S. Please see "U.S Restrictions" below. This Investor Presentation does not constitute a preliminary or final prospectus as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), in whole or in part. Within the European Union, investors are only allowed to subscribe or buy Subsequent Notes in circumstances in which no obligation arises for the Group or the Sole Bookrunner to publish a prospectus pursuant to the Prospectus Regulation in relation to such offer. Further, this Investor presentation does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Subsequent Notes. Consequently, this document is being distributed only to, and is directed only at, (a) persons who have professional experience in matters relating to investments falling within article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b) persons falling within article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.), and (c) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this document or any of its contents. Any investment or investment activity to which this Investor Presentation relates is available only to relevant persons and will be engaged in only with relevant persons. Persons into whose possession this Investor Presentation may come are required by the Issuer and the Sole Bookrunner to inform themselves about and to observe such restrictions. This Investor Presentation has not been reviewed by or approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) or any other public authority and is intended to be read by the addressee only. An offering prospectus relating to the Subsequent Notes has not been registered under any law or regulation and no such prospectus will be prepared or registered in relation to the private placement of the Subsequent Notes considered herein. Neither the Issuer nor the Sole Bookrunner have authorised any offer to the public of Subsequent Notes and no action has been or will be taken to permit a public offering in any jurisdiction. This Investor Presentation has not been prepared to comply with the Prospectus Regulation, nor with any national rules and regulations relating to prospectuses. The Subsequent Notes Issue is made with a minimum subscription and allocation of EUR 100,000 to a limited number of professional investors. The offering of the Subsequent Notes is made in reliance upon one or several exemption (s) from prospectus requirements under the Prospectus Regulation and is only being made in accordance therewith and is not being made to persons whose participation requires a prospectus, registration measures or measures other than those prescribed by Swedish law. This Investor Presentation has been prepared solely for the recipient and other selected potential investors. It is personal to the recipient to whom it has been delivered by the Sole Bookrunner and does not constitute an offer to any other person or a solicitation of the public in general to subscribe for, or otherwise acquire, the Subsequent Notes. This Investor Presentation may not be distributed by the recipient to anyone other than on a confidential basis to (i) the recipient's legal, business, financial, credit or tax advisor, or (ii) persons approved in writing by the Sole Bookrunner and the Issuer. This Investor Presentation or any other document which the recipient may receive in connection with the Subsequent Notes Issue may not be copied or otherwise reproduced, redistributed, passed on or published, in whole or in part, to any other person for any purpose, except to the extent necessary to consult with his, her or its legal, business, credit or tax advisor (and only so long as such legal, business, credit or tax advisor agrees to hold all information contained in this Investor Presentation confidential and not use it for purposes other than for providing advice in connection herewith). Under no circumstances may the Issuer or its board of directors or management be contacted without the Sole Bookrunner's prior permission. All statements other than statements of historical fact included in this Investor Presentation including, without limitation, those regarding the Group's financial position, budgets, business strategy, management plans and objectives for future operations are forward-looking statements (when used in this document, the words "anticipate", "believe", "estimate" and "expect" and similar expressions, as they relate to the Group or its management, are intended to identify forward-looking statements). Such forward-looking statements reflect the current views of the Group or its management with respect to future events and are subject to certain risks, uncertainties and assumptions. Neither the Group nor the Sole Bookrunner can give any assurance as to the correctness of such forward-looking statements. Many factors could cause the actual results, performances and achievements of the Group to be materially different from any future results, performances or achievements that may be expressed or implied by such forward-looking statements, including among others, risks or uncertainties associated with the Group's services, technological development, growth management, relations with customers and, more generally, economic and business conditions, budgets, changes in domestic and foreign laws and regulations (including those of the European Union), taxes, changes in competition and pricing environments, and other factors referenced in this document. Some of these factors are discussed in more detail under heading "Risk Factors", in this Investor Presentation. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results, performances, achievements or industry results may vary materially from those described or implied in this document as anticipated, believed, estimated or expected. Further, the forward-looking statements speak only as of the date of this Investor Presentation and the Sole Bookrunner and the Group expressly disclaim, except as required by applicable law, any obligation or undertaking to release any update of, or revisions to, any forward-looking statements in this Investor Presentation as a result of any changes. By accepting receipt of this Investor Presentation, each recipient acknowledges that it has received the information set out herein and that it accepts the terms of the Subsequent Notes Issue as set out herein, the application form related to the Subsequent Notes Issue (the "Application Form") as well as in the terms and conditions dated 20 February 2018 (the "Terms and Conditions"), the short form notes term sheet (the "Term Sheet") governing the Subsequent Notes and the intercreditor agreement dated 6 March 2018 (the "Intercreditor Agreement"). Each recipient acknowledges that the Term Sheet sets out only the principal terms for the Subsequent Notes Issue and that the Terms and Conditions contain further provisions which are not reflected in the Term Sheet. IMPORTANT NOTICE | POLYGON 2#4Important notice (cont'd) The information regarding the terms of the Subsequent Notes Issue in this Investor Presentation, the Term Sheet and the Application Form is only intended to constitute a summary and any investor investing in the Subsequent Notes is bound by the Terms and Conditions and the Intercreditor Agreement. The Terms and Conditions and the Intercreditor Agreement, which the investor acknowledges having accepted by investing in the Subsequent Notes, will be made available by the Sole Bookrunner upon written request. Any information contained in this Investor Presentation is subject to change and in case of any discrepancies between the Terms and Conditions and the terms presented in this Investor Presentation and/or the Application Form, the provisions of the Terms and Conditions shall prevail. The Issuer is under no obligation to accept offers or proposals and the Issuer reserves the right to change the process or terminate negotiations at any time before a binding agreement has been reached. The Issuer also reserves the right to negotiate with any party and with any number of parties it wishes. Potential investors' costs in connection with the process shall be borne by the investor. This Investor Presentation is subject to Swedish law, unless otherwise explicitly stated. Any dispute arising in respect of this Investor Presentation is subject to the exclusive jurisdiction of the Swedish courts with the Stockholm District Court being the court of first instance. References to credit ratings There may be references to credit ratings in this Investor Presentation. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. Each credit rating should be evaluated independently of any other credit rating. Professional investors and eligible counterparties' only target market Solely for the purposes of the manufacturer's (as used herein, "Manufacturer" refers to Nordea Bank Abp) product approval process, the target market assessment in respect of the Subsequent Notes has led to the conclusion that: (i) the target market for the Subsequent Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Subsequent Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Subsequent Notes (a "Distributor") should take into consideration the Manufacturer's target market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Subsequent Notes (by either adopting or refining the Manufacturer's target market assessment) and determining appropriate distribution channels. PRIIPs Regulation and prohibition of sales to EEA retail investors The Subsequent Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPS Regulation") for offering or selling the Subsequent Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Subsequent Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. U.S Restrictions The Subsequent Notes are being offered and sold only outside the United States to persons other than U.S. persons or non-U.S. purchasers in reliance upon Regulation S. Until 40 days after the commencement of the offering, any offer or sale of the Subsequent Notes within the United States by any dealer may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than pursuant to an exemption from registration under the Securities Act. Each purchaser of the Subsequent Notes, by its acceptance thereof, will be deemed to have acknowledged, represented to and agreed with the Issuer and with the Sole Bookrunner that such purchaser is not a U.S. person and is acquiring such Subsequent Notes for its own account or for the account of a non-U.S. person in an offshore transaction (as defined in Regulation S) pursuant to an exemption from registration provided by Regulation S. IMPORTANT NOTICE | POLYGON 3#5Important notice (cont'd) An investment in the Subsequent Notes may not be suitable for all investors Each potential investor in the Subsequent Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should a) have sufficient knowledge and experience to make a meaningful evaluation of the Subsequent Notes, the merits and risks of investing in the Subsequent Notes and the information contained or incorporated by reference in this Investor Presentation or any applicable supplement; b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Subsequent Notes and the impact the investment in the Subsequent Notes will have on its overall investment portfolio; c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Subsequent Notes; d) understand thoroughly the Terms and Conditions and the Intercreditor Agreement; and e) be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Service of process; enforcement of liability The Issuer is a public limited liability company existing under the laws of Sweden. The directors and executives of the Issuer reside in Sweden or other European countries. As a result, it may not be possible for investors (i) to effect service of process in other jurisdictions than Sweden upon such persons or the Issuer, or (ii) to enforce judgments against such persons or the Issuer obtained in courts outside the Kingdom of Sweden predicated upon the civil liabilities of the Issuer or such directors or officers under laws other than Swedish law. IMPORTANT NOTICE | POLYGON 4#6Agenda 1 Transaction overview 2 Profile of the clear European leader 34 5 Financial development Current trading Supporting materials POLYGON YGON POLYGON NOO POLYGON A POLYGON A#7Today's presenters Axel Gränitz President and Chief Executive Officer " CEO of Polygon since 2018 Previous roles since 2004 Member of Executive Board, Dussmann Group - CEO, Dussmann International Senior position, Arvato AG - Bertelsmann Education Politics, Vanderbilt University Martin Hamner Chief Financial Officer CFO of Polygon since 2019 Previous roles since 1987 - CFO for AB Industrivärden - - Group controller and Head of Investor relations, ASSA ABLOY Authorised Accountant, PwC Education MSc in Business Administration, Stockholm University Source: Company information Roger Leijonqvist Triton " Triton since 2009 - - Previous roles since 1995 Head of DCM, Handelsbanken Head of Leveraged Finance, Handelsbanken Other positions, Handelsbanken Education MSc in Economics, Stockholm University Bachelor's in Language Studies, Cambridge TRANSACTION OVERVIEW | POLYGON 6#8Transaction overview Subsequent notes issue of EUR 40m TRANSACTION SUMMARY The net proceeds of the subsequent notes issue of EUR 40m will be applied towards financing (i) acquisitions and (ii) general corporate purposes of the Group (GCP) Soliciting consents from noteholders to exceed (one time waiver) current level of the incurrence test at 3.75x (incurrence test measured on a net basis however excludes any cash proceeds from the tap issue) Issued under existing framework, the obligations under the subsequent notes will share security and guarantees with the existing notes and the super senior revolving credit facility ("SSRCF") as well as hedging providers in accordance with the terms of an intercreditor agreement (the "Intercreditor Agreement"). The security package consists of pledges over shares in the issuer and in certain subsidiaries and intercompany loans, and guarantees from subsidiaries. The SSRCF, the hedging arrangements and the Notes (including the subsequent notes) will be arranged such that the SSRCF and the hedging arrangements will receive proceeds distributable under the Intercreditor Agreement before the Notes. The pro forma net debt/LTM PF Q3-2019 Group EBITDA is 3.6x¹) Sources SOURCES AND USES EURM Uses EURM Acquisitions and GCP 39 0 Transaction costs 40 Total uses Subsequent SSN 40 Cash on balance Total sources PRO FORMA CAPITALISATION GROUP STRUCTURE Triton Fund III Co-investor 1 Muha Luxco S.à r.l. Weber 40 Muha No. 2 Luxco S.à r.l. Management/ Co-investor Polygon Holding AB Pre-transaction Post-transaction Restricted group EURM XEBITDA EURM XEBITDA EUR 210m SSN EUR 40m Polygon AB SSN Tap Senior Secured Notes 210 3.6x 210 3.6x SSN tap issue 40 0.7x EUR 40m SSRCF Polygon International AB Total SSN 210 3.6x 250 4.3x Financial leases 3 0.1x 3 0.1x Subsidiaries Pledged subsidiaries Net cash on balance²) -6 -0.1x -45 -0.8x Net Debt 207 3.5x 208 3.6x Current management and BoD's together owns c. 15% while Triton Fund III owns c. 85% of ordinary equity Note: 1) Based on LTM PF Q3-2019 Group EBITDA of EUR 58.5m. Pro forma adjustments consist of contribution from acquisitions, as defined in Terms and conditions, 2) Net of SSRCF drawings of EUR 6m estimated at settlement of the notes Source: Company information TRANSACTION OVERVIEW | POLYGON 7#9Summary of Senior Secured Notes terms & conditions Subsequent notes issue of EUR 40m Issuer Status Security Minimum guarantor coverage Volume Coupon Final Maturity Date Use of proceeds Polygon AB (publ) Senior Secured Notes First priority security over, inter alia, shares in the Issuer and certain subsidiaries and certain future and current intra group loans 85.00% of Group EBITDA Subsequent notes issue of EUR 40m. Initial notes issue of EUR 210m. 4.00%, payable semi-annually on 10 April and 10 October each year 23 February 2023 (5.0 years from the First Issue Date) " Subsequent notes issue to be used for general corporate purposes (including acquisitions) Call structure Special redemption Change of control Make whole until (but excluding) 23 February 2020 at 102% of the nominal amount plus remaining interest payments until the first call date Thereafter callable at 102%, 101%, 100.5% and 100% (24/36/48/54 months from the first issue date) of the nominal amount Option to call all outstanding notes or up to 40% of the nominal amount at 101.6% of the nominal amount in case of an equity listing or change of control event prior to 23 February 2020 Such redemption shall take place within 170 days (in case of a full redemption) or 180 days (in case of a partial redemption) of the date of (i) the closing of an IPO Event and/or (ii) the occurrence of a Change of Control, as the case may be The Sponsor (as defined in the terms and conditions) (directly or indirectly) ceases to own more than 50% of the shares and votes of the Issuer Investor put at 101% of the nominal amount (no later than 150 days from the notice of a change of control event) Incurrence test: Financial undertakings - Net Interest Bearing Debt / Group EBITDA: <3.75x General undertakings and other key terms (exemptions and definitions set out in the terms and conditions) Listing / Governing law Sole Bookrunner Dividend restrictions: Other than up to EUR 250,000 p.a. for service fees or administration costs, no dividends or distributions prior to an equity listing. Post an equity listing, the Issuer may make distributions of up to 50% of group's consolidated net profit (carry forward) Nature of business: No substantial changes to the general nature of the business of the group Indebtedness restriction: Ratio debt subject to Incurrence Test Pledge restrictions: Negative pledge save for permitted catalogue Cross payment default and cross acceleration: In relation to other financial indebtedness in excess of EUR 2m, and subject to a 10 days' remedy period Information undertakings: Standard reporting requirements (quarterly and annual financial statements) On Nasdaq Stockholm within 20 days, Swedish law Nordea Source: Company information TRANSACTION OVERVIEW | POLYGON 8#10The Noteholders' Meeting and key dates Meeting requirements Consent Fee and priority allocation REQUIREMENTS FOR PASSING THE PROPOSED AMENDMENTS AND CONSENT FEE PAYMENT A quorum will be achieved if Noteholders representing at least 20% participate in and vote at the Noteholders' Meeting Noteholders representing more than 2/3 of Notes for which Noteholders are voting at a Noteholders' Meeting are required to pass the proposal Subject to the passing of the consent and the full and irrevocable subscription of the Subsequent Notes, a fee of 0.20% on the nominal amount voted for will be offered to Direct Registered Holders providing their consent before the Early Bird Consent Deadline. If the Proposal is passed and Subsequent Notes are fully and irrevocably subscribed, there will also be a fee of 0.30% payable to all Noteholders on the nominal amount of bonds held irrevocably of voting in favour or not or having cast a vote. As a consequence, there will be a total consent fee of 0.50% to Noteholders that vote in favour before the Early Bird Consent Fee Deadline Consenting Noteholders who submit a valid Consent Voting Instruction by the Early Bird Consent Fee Deadline is eligible to receive priority allocation in the Subsequent Notes for the nominal amount voted for. If Priority Allocations exceed the maximum amount of the Subsequent Notes, all Priority Allocations will be reduced on a pro rata basis How to participate EVENT Owners of the Notes holding through a Nominee must contact their nominee to vote on their behalf A Direct Registered Holder should vote by submitting a valid Consent Voting Instruction to the Noteholders' Agent at [email protected] by the Early Bird Consent Fee Deadline in order to receive the Early Bird Consent Fee Announcement of consent solicitation and tap issue Voting Record Date Early bird Consent Fee deadline DATE 6 November 14 November 12:00 CET on 15 November DESCRIPTION Announcement of consent solicitation and tap issue and Noteholders' Meeting Notice to be released Date on which Noteholders must be registered in Euroclear SE in order to be eligible to vote Voting deadline for Noteholders in order to receive the Early Bird Consent Fee of 0.20% Latest date for the Noteholders' Agent to receive valid Consent Voting Instructions Final Consent Voting Instruction Deadline 12:00 CET on 19 November Noteholders' Meeting Expected settlement date for the consent fee payment Source: Company information 09:00 CET on 21 November Noteholders' Meeting to vote on Proposed Amendments Within 7 business days after announcement of fully subscribed Subsequent Notes TRANSACTION OVERVIEW | POLYGON 9#11Agenda 1 Transaction overview 2 Profile of the clear European leader 3 Financial development Current trading 5 Supporting materials#12Polygon at a glance Global property damage restoration service provider with clear European leadership position 14 countries POLYGON IN NUMBERS Significant presence in Europe +300,000 yearly assignments Highly experienced and always gaining knowledge ~4,400 employees 677 EURm sales 24/7 services "We are Always By Your Side" +60 years' experience North America PF LTM Q3-2019 182 The roots go deep BRIEF INTRODUCTION Polygon (the "Company") is a leading provider of property damage restoration ("PDR") services with presence in 14 countries Clear market leader in the fragmented European market with around 10% market share and approximately twice the size of closest competitor in Europe²) Service offering comprises Water Damage Restoration ("WDR") Leak Detection ("LD") Fire Damage Restoration ("FDR") Temporary Climate Solutions ("TCS") Major & Complex Claims ("MCC") ~4,400 employees across ~300 depots in Europe, North America and Singapore ☐ More than 300,000 individual assignments annually Polygon's commercial interactions are primarily with insurance companies GEOGRAPHICAL PRESENCE¹) Employees # of depots HQ Stockholm Continental Europe Nordics and UK 21 2,174 130 1,987 SALES BREAKDOWN³) Sales by region Sales by customer segment Public sector Households Other Sweden 6% 3% North America 8% Companies 32% 5% 4% Finland 5% Denmark 6% 59% 8% UK Insurance 10% Norway 154 54% Germany Note: 1) Number of employees (excluding HQ) and depots per Q3-2019, 2) Based on Belfor's estimated sales from European PDR operations in 2018, 3) Sales breakdowns are per FY2018, Polygon also expanded to Switzerland in 2019 Source: Company information PROFILE OF THE CLEAR EUROPEAN LEADER | POLYGON 11#13Summary of service offering Polygon is active in Property Damage Restoration, Temporary Climate Solutions and other related services POLYGON'S COMPLETE SERVICE OFFERING POLYGON Service line Water Damage Restoration Leak Detection Fire Damage Restoration Temporary Climate Solutions Major & Complex Claims Description Insurance Public sector Companies Assess damage, dry, clean and restore Tech Re-conditioning Document restoration Detect leaks in walls, floors and roofs Assess damage, clean, restore and remove all contaminants Create temporary environments (e.g. for process industries) Larger damage restoration projects Households Sales (% of total) 38% 4% 40% 7% 11% FY2018 Gross margin FY2018 28% 38% 16% 47% 16% Use of sub-contractors Low Low High Low Low/High Note: Consulting, Document restoration and Other included in WDR. Reconstruction included in FDR Source: Company information PROFILE OF THE CLEAR EUROPEAN LEADER | POLYGON 12#14Market and secular trends keeps benefiting Polygon Global presence and clear European #1 in a market with stable and low-cyclical demand coupled with attractive growth prospects 1 Low-cyclical and stable market demand for must-have services generates sales of recurring nature topped up with an increasing frequency of major weather events EUR ~5bn Total addressable market Growing at 1-3% p.a. Historically stable market growth expected to continue Very large share of recurring nature 2 Favourable market trends and increasing barriers to entry into the insurance segment Large one-stop-shops are increasingly favoured Increasing the barriers to entry for local/regional players ~2x the scale of the closest competitor in Europe (Belfor) Digital capabilities and partnership-model with IC's creating lock-in effects 3 Global operations with European leadership and #1 position in focus markets Clear #1 in Europe #1 Germany, #1 UK, #1 Nordics >85% of sales from #1-2 positions in focus markets Unparalleled knowledge-base Best-practice sharing across geographies 7 5 6 Proven ability to successfully source and integrate bolt-ons 27 Successful acquisitions since 2011 Highly fragmented European PDR market <30% market share held by top 8 players Significant consolidation potential "Semi-organic" growth at limited risk and cost Blue-chip customer base with low single-customer dependency 34% of Sales from top 10 customers >90% Average agreement retention rate historically ~85% High share of sales under framework agreements Focused PDR business model with flexible cost structure providing stable margins Complete range of services Top quality services within PDR Toolbox to meet variations in demand ■ Movement of personnel ■ Sub-contractors ■ Temporary staffing Source: Company information, Thrid party provider Strong management team supported by a highly committed owner and experienced board PROFILE OF THE CLEAR EUROPEAN LEADER | POLYGON 13#15Polygon continues on the path to excellence Strong numbers across performance metrics as the strategic plan continues to be implemented since last time in the market in February 2018 KEY DEVELOPMENTS STRONG PERFORMANCE FROM PF 2017 TO LTM PF Q3-2019 In 2018 and 2019, Polygon has continued on the four-step strategic journey with step three and four being the main focus areas going forward Sales growth +16.1% EUR 583.5m →→ EUR 677.3m ☐ Growth for the period Jan - Sep 2019 exceeded 8% and the company has maintained stable margins above 8% as well as strong cash conversion at 56.1% Polygon has during 2019 entered the Swiss market through the acquisitions of Alvisa24 and Nettag AG, creating future opportunities for both organic and acquisition driven growth Long term prospects for the market remain stable, with industry trends such as procurement centralisation, customer preference for one-stop shops and digitalisation benefiting large player like Polygon Group EBITDA¹) growth +20.6% EUR 48.5m → EUR 58.5m Note: 1) Group EBITDA as defined in Terms and conditions, 2) Free Cash Flow before growth capex (%) Source: Company information Cash conversion²) 56.1% Organic and M&A driven growth opportunities Switzerland 14th country PROFILE OF THE CLEAR EUROPEAN LEADER POLYGON 14#162 years into the 5-year plan to take Polygon to the next level Clearly defined growth strategy on the back of the 2017 commercial review Step 4 Buy & Build Step 3 Segmentation & Solutions Step 2 Quality & Consistency I Step 1 Structure & Culture 4. Buy & Build - Grow by acquisitions 3B. Cross Border Solutions - Sell and deliver Major & Complex Claims 3A. New Segments & Solutions - Grow Managed Property and Commercial Insurance 2B. Portfolio Development -Increase share of wallet with our key account cultures 2A. Productivity and Service Delivery - Improve operations 1. Structure & Culture Build a better business - Focus on people & culture Operational changes CEO & Head of M&A focus on new opportunities Build further strength in Europe Opportunistic in North America Operational changes Centres of Excellence (M&CC, Documents & Eurostock) Digital solutions open up new customer segments Operational changes " Clear focus on key customers Customers surveys Benchmarking on unit level Measure profitability per project Operational changes Polygon Model Polygon Employer Survey Polygon Academy Polygon Learning Zone Proof points Only companies with great strategic fit acquired Proof points Increased market share in Europe Proof points Driver of above industry organic growth Proof points Strong corporate culture in place Source: Company information Development phase PROFILE OF THE CLEAR EUROPEAN LEADER | POLYGON 15#172 Quality & Consistency Portfolio customer sales has grown by over 11% annually since 2015 COMMENTARY GROWTH FROM TOP 10 KEY CUSTOMERS PER YEAR AND COUNTRY Germany and the Nordic region constitute the main sources of portfolio customer sales over the period The Nordic region has seen the fastest growth over the period, partly attributed to acquired growth, with a close to 20% in CAGR Austria, Belgium and the Netherlands have also displayed considerable growth with a CAGR above 10% 253.3 285.0 11.4% 289.7 350.3 Main levers Structured account development efforts Selective digital co- innovation with ICs¹) Best-in-class service delivery 2015 2016 2017 2018 Future growth Note: 1) Insurance company (IC) Source: Company information PROFILE OF THE CLEAR EUROPEAN LEADER | POLYGON 16#183 ③ Segments and solutions Use leadership position to gain further market share NEW SEGMENTS AND SOLUTIONS E CROSS-BORDER SOLUTIONS Complex and Industrial Losses Norrmalmstorg 1 Major Loss Polygon Nord/Polygon Vatro Fish Industry Industrial site Oslo Airport Major Loss in Denmark / PolygonVatro A-vask Major Loss in Holland / PolygonVatro Vessel Tech. Rec. Tatasteel Fire Centre of Excellence M&CC Polygon Europe POLYGON VATRO BUILDING ON POSITION OF STRENGTH IN GERMANY GROWING MANAGED PROPERTY Structured key account management and sales efforts (E.g. customer events, contract negotiation support, sales strategies etc.) Digital enablers (e.g. digitalisation of service delivery, preventive services through sensor technology) SPARK PORTAL AND IOT Digitalisation of service delivery with the Spark Customer Portal used for property managers to simplify their work property damages in collaboration with Polygon New business model through using sensors and lot to provide a property damage prevention solution - enabling Polygon to create and capture even more value than through the traditional mitigation work Expand Major & Complex Claims services to other European core markets by the new international key account manager Several M&CC in 2018-2019 thanks to great cooperation between countries due to the efforts of Polygon's highly dedicated teams and enabled by state-of-the-art technical equipment Projects in Denmark, Finland, UK, Italy, France, Norway and the Netherlands with engagement of our specialists in Polygonvatro (Germany), ensuring continuous knowledge transfer from the German Centre of Excellence Largest project in 2019 of EUR 7m - Fish factory in Norway involving three countries Source: Company information PROFILE OF THE CLEAR EUROPEAN LEADER POLYGON 17#19Well-positioned to pursue value accretive acquisitions Structured screening process converting to an attractive shortlist of targets PROVEN ACQUISITION TRACK-RECORD 27 # of acquisitions completed since 2011 Well-established processes in place to integrate acquired companies Dedicated team to drive execution of M&A agenda ~4-6x Avg. EV/EBITA multiple for acquired companies (pre-synergies) Attractive acquisition multiples realised due to targets being sub-scale or niche-focused 7 Highly actionable targets Pipeline of 7 highly actionable acquisition targets identified Expansion to new countries Source: Company information viewed as particularly interesting STRUCTURED SCREENING OF POTENTIAL TARGETS Bolt-on acquisitions in existing markets New regions New markets Service line extension Gross list of ~100 ~50 screened CURRENT LIVE TRANSACTIONS Countries with live transaction Polygon Europe & North America Target #1 Annual sales (~EURM) 22 22 #2 17 ~25 contacts made #3 15 #4 14 #5 4 ~7 live #6 #7 3 2 Pricing discipline Service line extension Regional density PROFILE OF THE CLEAR EUROPEAN LEADER POLYGON 18#201 Transaction overview 2 Profile of the clear European leader 3 Financial development 4 Current trading 5 Supporting materials#21Sales development Strong annual organic sales growth of 6.3% complemented with selective acquisitive growth ORGANIC AND ACQUIRED SALES EURM -1.0% 4.7% 10.6% 10.6% 485.3 438.7 419.1 4.2 4.0 0.3 5.9 6.3% 12.9 481.1 428.8 405.9 6.9% 19.4% 10.4%2) 656.6 619.3 Major sales contribution 113.9 518.8 11.8 84.6 SKADEGRUPPEN DB Dansk Rygologsandral S 534.7 542.7 507.0 2014 2015 2016 2017 2018 LTM Q3-2019 Discontinued operations") Acquired sales 1) % Organic sales CAGR % Total sales CAGR (ex. discontinued operations) % YoY total sales growth Organic sales Commentary Polygon has been able to out-grow the market since 2014. 2014 and to some extent 2015 were years with a lot of internal focus to set the culture and basic processes and thereafter Polygon has been able to focus on sales. Transformation and management change in Germany has had a large impact. Portfolio growth, measured as sales on the top customers has increased steadily in several countries The strong yearly organic growth, being well above overall estimated market growth, is implying that Polygon is gaining market share in the European PDR market When completely excluding discontinued operations from the sales development, Polygon has a total sales CAGR of 10.6% between 2014 and LTM Q3-2019 Note: For LTM calculations please see Reconciliation tables (p. 44-45), 1) Discontinued PDR operations in the US, 2) LTM Q3-2018 Sales of EUR 594.6m used for YoY total sales growth calculation Source: Company information FINANCIAL DEVELOPMENT | POLYGON 20#22EBITDA development Significant margin expansion primarily driven by streamlining the business and increasing efficiency EURM 4.9% 6.7% 3.2% 5.0% 00 8.2% 8.5% EBITDA BREAKDOWN 8.4% 8.6% 10.9% 7.8% 7.3% 9.8% 71.6 7.4 53.0 43.5 7.7 41.4 2.9 1.8 29.4 64.2 20.6 7.6 45.3 39.6 40.6 7.1 21.8 13.4 2014 2015 2016 2017 2018 LTM Q3-2019 Reported EBITDA ■Items affecting comparability % Reported EBITDA margin % Adjusted EBITDA margin Commentary Strong leverage on indirect costs has been the main driver for EBITDA development and enabled Polygon to maintain adj. EBITDA margins above 8% Transformation of large countries like Germany and US have had a large impact as well as maintaining high performance levels in UK A majority of the countries have contributed to the strong development Note: For LTM calculations please see Reconciliation tables (p. 44-45) Source: Company information FINANCIAL DEVELOPMENT | POLYGON 21#23Pro forma sales and EBITDA development Strong LTM Q3-2019 sales performance topped up with additional growth from acquisitions and continued trend of increasing EBITDA through strategic initiatives and further accelerated by acquisitions EURM PRO FORMA SALES LTM Q3-2019 9.4% 20.7 677.3 37.3 656.6 619.3 EURM 53.0 1.5 PRO FORMA EBITDA LTM Q3-2019 42.6% 4.0 75.6 17.1 71.6 Reported Sales 2018 Acquired & Organic growth Reported sales LTM Q3-2019 Full-year PF effect PF Sales LTM Q3-2019 Adjusted EBITDA 2018 Acquired & Organic growth IFRS 16 Impact Adjusted EBITDA LTM Q3-2019 Full-year PF effect PF Adjusted EBITDA LTM Q3-2019 Commentary Sales attributed to acquisitions over the period amounted to EUR 30.2m and organic sales contribution amounted to EUR 7.0m, with the rest relating to FX impact Majority of pro forma sales comes from The Plastic Surgeon in the UK, Alvisa24 in Switzerland and Tehokuivaus in Finland Commentary Adj. EBITDA has been impacted by the change in accounting standards, but grew over the period on a like-for-like basis Majority of pro forma effect on EBITDA comes from The Plastic Surgeon, Alvisa24 and Tehokuivaus Effects on EBITDA from the acquisition of AM Restore and Nettag will be positive in Q4 2019 Note: For LTM calculations please see Reconciliation tables (p. 44-45), Pro forma adjustments consist of contribution from acquisitions Source: Company information FINANCIAL DEVELOPMENT | POLYGON 22#24Free cash flow Free cash flow mainly driven by significant EBITDA growth EURM FREE CASH FLOW DEVELOPMENT 99.6% 85.3% 71.6 75.7% 70.2% 69.1% 59.1% 49.8% 8.7 46.7% 43.0% 2.0 56.2% 44.2% 27.5% 29.4 41.4 20.6 43.5 53.0 -4.9 -3.0 -4.5 -10.7 -11.7 -19.3 -17.9 -11.9 -17.6 -18.5 -17.1 2014A 2015A Adjusted EBITDA I Lease payments and accounting adjustments 2016A Change in NWC 2017A 2018A Capex LTM Q3-2019 Operating Free Cash Flow before growth capex (%) Operating Free Cash Flow (%) EURM Adjusted EBITDA Change in NWC Maintenance capex Lease payments and 2014A 2015A 2016A 2017A 2018A LTM Q3-2019 20.6 29.4 41.4 43.5 53.0 71.6 -3.0 2.0 -4.5 8.7 -11.7 -4.9 -7.3 -6.3 -8.3 -8.9 -10.0 -9.4 -17.1 accounting adjustments Free Cash Flow before growth 10.2 25.1 28.6 43.3 31.3 40.2 capex Free Cash Flow before growth 49.8% 85.3% 69.1% 99.6% 59.1% 56.1% capex (%) Growth capex¹) -4.6 -4.4 -9.3 -10.4 -8.5 Free Cash Flow 5.6 20.7 19.3 32.9 22.8 -8.6 31.6 Free Cash Flow (%) 27.5% 70.2% 46.7% 75.7% 43.0% 44.2% Note: For LTM calculations please see Reconciliation tables (p. 44-45), 1) Growth capex defined as expansion capex, i.e. excluding any acquisition capex Source: Company information COMMENTARY Polygon regularly works with lower working capital than recently acquired companies enabling synergies through best-practice sharing Increased capital expenditure in recent years has been offset by the significant increase in EBITDA, resulting in Free Cash Flow margin having nearly doubled since 2014 When looking at Free Cash Flow before growth capex, the margin has also improved from 2014 FINANCIAL DEVELOPMENT | POLYGON 23#25Agenda 1 Transaction overview 2 Profile of the clear European leader 3 Financial development 4 Current trading 5 Supporting materials POLY POLYGON#26Group key financials The third quarter delivers strongly on both top-line and margins Q3 Q1-Q3 12 Months COMMENTARY EURM 2019 2018 2019 2018 LTM Sales of services 173.0 158.1 490.7 453.4 656.6 Sales grew 9.4% to EUR 173.0 million in Q3, organic growth amounted to 0.8% and acquired growth contributed 8.8% Adjusted EBITDA 21.8 13.6 57.3 38.8 71.6 " The strong third quarter performance precedent year was repeated this year Adjusted EBITDA, % 12.6 8.6 11.7 8.6 10.9 Adjusted EBITA 12.2 10.3 30.5 29.0 41.1 Adjusted EBITA, % 7.1 6.5 6.2 6.4 6.3 Operating profit 10.5 8.1 24.1 21.7 27.7 (EBIT) Operating cash flow 16.9 9.9 12.0 0.4 Net debt 286.9 189.5 286.9 189.5 35.7 286.9 -where of lease 79.6 3.0 79.6 3.0 79.6 liability Full-time employees 4,361 3,723 4,361 3,723 4,361 Adjusted EBITDA in Q3 increased to EUR 21.8m. Increased activities in both newly acquired and existing businesses contributed to this as well as the change in accounting standard During the first three quarters of the year, Polygon made eleven acquisitions, including Nettag in Switzerland (to be closed in Q4), with combined sales of approximately EUR 4.5m Total interest-bearing net debt was EUR 286.9m, of which EUR 79.6m pertained to leases. The Group's liquidity buffer amounted to EUR 41.5m SALES ADJUSTED EBITDA EURM 158.1 165.9 160.0 619.3 157.8 641.7 631.0 173.0 656.6 EURM 13.6 14.3 18.3 17.2 63.4 21.7 71.6 tttttt 594.6 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Sales LTM 51.1 58.4 53.0 Q3-18 Q4-18 Q1-19 Q2-19 Adjusted EBITDA LTM Q3-19 Note: For LTM and YTD calculations please see Reconciliation tables (p. 44-45) Source: Company information CURRENT TRADING | POLYGON 25#27Sales and EBITDA by region The Nordics & UK are leading the way in Q3 with 26% sales growth and substantial margin improvement CONTINENTAL EUROPE NORDICS & UK NORTH AMERICA POLYGON VATRO OPOLYGO POLYGON VATRO Seine Bed and Sagnfrard Samerung von Jr and Wamarichide Q3 Q1-3 FY Q3 Q1-3 FY Q3 Q1-3 FY EURM EURM EURM 2019 2018 Chg. 2019 2018 2018 2019 2018 Chg. 2019 2018 2018 2019 2018 Chg. 2019 2018 2018 Sales of services 106.7 101.5 5.1% 302.4 284.4 382.7 Sales of services 59.9 47.4 26.4% 162.7 145.3 202.7 Sales of services 8.7 9.0 -3.7% 27.9 24.4 34.7 Adjusted EBITA 5.6 5.4 5.4% 15.7 16.8 21.3 Adjusted EBITA 4.4 1.6 180.4% 8.2 5.0 8.4 Adjusted EBITA 1.0 1.3 -23.4% 3.4 2.8 4.4 Adjusted 5.3% 5.3% EBITA, % 5.2% 5.9% 5.6% Adjusted EBITA, % 7.4% 3.3% 5.0% 3.5% 4.1% Adjusted EBITA, % 11.6% 14.5% 12.3% 11.4% 12.6% COMMENTARY Continental Europe continued its strong performance in the third quarter of 2019 with sales of EUR 106.7m, representing growth of 5.1% Adjusted EBITA amounted to EUR 5.6m (5.4) Continental Europe reported sales of EUR 302.4m in the first three quarters of the year, representing growth of 6.3% Adjusted EBITA amounted to EUR 15.7m (16.8) COMMENTARY Nordics & UK reported sales of EUR 59.9m, corresponding to growth of 26.4% in the quarter Adjusted EBITA was EUR 4.4m (1.6) Nordics & UK reported sales of EUR 162.7m in the first three quarters of the year, corresponding to growth of 12.0% in the period Adjusted EBITA amounted to EUR 8.2m (5.0) COMMENTARY North America reported sales of EUR 8.7m in the third quarter of 2019, down 3.7% Adjusted EBITA amounted to EUR 1.0m (1.3) North America reported sales of EUR 27.9m in the first three quarters of 2019, up 14.5% compared to 2018 Adjusted EBITA amounted to EUR 3.4m (2.8) Note: For YTD calculations please see Reconciliation tables (p. 44-45) Source: Company information CURRENT TRADING | POLYGON 26#28Operating cash flow Operating cash flow is substantially up both on a quarterly and YTD basis EURM Full- Q3 Q1-3 year 2019 2018 2019 2018 2018 Operating cash flow breakdown Cash flow from operating activites 25.3 12.2 34.7 9.7 31.2 Purchase of PPE (net) -3.9 -3.7 -12.6 -12.9 -16.3 Purchase of intangible fixed assets -0.3 -0.4 -1.4 -1.7 -2.2 Add back items affecting comparability (IAC) 0.2 0.4 2.4 2.4 5.2 Lease payments -5.4 - -14.5 Operating cash flow incl. Income tax paid 16.0 8.6 8.5 -2.6 17.9 Add back Income tax paid 0.9 1.4 3.4 3.1 6.3 Operating cash flow 16.9 9.9 12.0 0.4 24.2 Note: For YTD calculations please see Reconciliation tables (p. 44-45) Source: Company information CHSER COMMENTARY The operating cash flow for the third quarter amounted to EUR 16.9m (9.9) and followed the normal seasonal pattern, with a working capital increase compared with year end 2018 The operating cash flow for the first three quarters amounted to EUR 12.0m, significantly up from the same period last year (0.4) The YTD capex level are very much in line with the previous year IAC are primarily relating to acquisition costs POLYGON VA anierung vo Brand- und Was CURRENT TRADING | POLYGON 27#29Financial summary Q1-Q3 2019 The first three quarters has shown strong sales growth, healthy EBITDA and significantly improved cash flow Sales EURM (Last year) 490.7 (453.4) COMMENTARY Adjusted EBITDA EURM (Last year) Operating Cash Flow EURm (Last year) 57.3 (38.8) COMMENTARY 12.0 (0.4) COMMENTARY Sales growth for the period was 8.2% and turnover amounted to EUR 490.7m Organic growth was 1.5% and acquired growth amounted to 6.7% Adj. EBITDA amounted to EUR 57.3m, up 47.7% on precedent year, mainly due to the IFRS 16 impact Additionally, the increase was also driven by the high activity level in most of the countries where Polygon operates The operating cash flow for the first three quarters amounted to EUR 12.0m, significantly up from last year EUR 0.4m Note: For YTD calculations please see Reconciliation tables (p. 44-45) Source: Company information CURRENT TRADING | POLYGON 28#30Empty#31①Low-cyclical and stable market demand... Stable growth supported by structural long-term drivers within the PDR segment KEY GROWTH DRIVERS IN THE EUROPEAN PDR MARKET Insurance customers (IC's) are price focused but also other criteria matter - the balancing between "premium" and "commodity" likely to prevail, depending on IC preferences and innovation pace +0-1% >>> +0-1% (0-1)%> Incident rate and magnitude +1-2%> Price of services Total restorable property value + Ability to pass through Number of households/ commercial properties + Value of households/ commercial properties wage inflation = Competitive pressure =IC purchasing behaviour + Major events PDR firms increasing +proportion of claim served Social habits Modernization of buildings, incl. smart detection technology Propensity to restore Insurance coverage Changes in deductible levels Restoration service vs. cash settlements ADDRESSABLE PDR MARKET VALUE EUR ~5.2bn EURbn Water damages (%09~) Fire damages (~40%) 3.9 1.3 1.6 0.5 2.1 Polygon is active in all areas of the addressable 2.3 market 0.8 3.1 Property stock & value growth The total installed base of restorable property and consequently the potential for damage is impacted to some extent by new builds Long term increase in real estate value impacts the value of insurance claims related to damage Increasing GDP¹) drives real estate and environmental services even further ESTIMATED DRIVERS OF PDR MARKET VALUE GROWTH - MARKET GROWTH EXPECTED AT 1-3% P.A. Ageing building stock Building stock is ageing which increases the risk of damages from e.g. pipe bursts and electrical fires Mitigation of accidents and reconstruction from damages to the ageing building stock create demand for preventive services Growing share of PDR coverage PDR suppliers are taking a larger share of the total market, reconstruction is increasingly included into the PDR scope Growth in damages to properties from water and fire drives the need and volume of reconstruction projects Residential damages (~75%) Commercial damages (~25%) Increasing no. of major events The size and rate of restoration required from significant incidents are driven by the increasing number and magnitude of major weather events Global warming increases the frequency of heavy rains and lightning causing floods and fires Note: 1) GDP Gross Domestic Product Source: Company information, Third party provider SUPPORTING MATERIALS | POLYGON 30#32①...for must-have services generates sales of recurring nature... Property damages typically need to be restored quickly and are critical for end customers PROPERTY DAMAGES ARE CRITICAL AND NEED TO BE RESTORED QUICKLY... Water Damage Restoration Economic advantages € EURM Instant action will prevent any secondary effects and can reduce recovery costs by 30% to 70% Remote monitoring and continuous measurements limit the number of site visits, thereby saving time and money Polygon's solutions eliminate the major inconvenience and significant cost of a temporary relocation and minimise any costs related to follow-on issues ...WHICH GENERATES SALES OF RECURRING NATURE FOR POLYGON 619.3 29.7 485.3 518.8 20.8 419.1 16.8 438.7 4.4 38.8 Leak Detection Fire Damage Restoration " Temporary Climate Solutions Major & Complex Claims Shorter disruption Losing valuable documents and equipment can bring a business to a halt and getting back in business as quickly as possible is critical Polygon enables the client to get back in business without unnecessary delays and with minimal disruption Taking advantage of the combined global Polygon expertise allows for best project execution and limits time and costs Avoidance of microbiological problems A water or fire-damaged building must be thoroughly restored to suppress the growth of mould Fungi spores are very common and require only the presence of moisture and warm temperatures to grow This growth of fungus will rapidly lead to health hazards Microbiological studies conducted at sites dried by Polygon has repeatedly shown that desiccant drying controls and eliminates problems 589.6 95% 498.0 96% 434.4 99% 446.5 92% 402.3 96% 2014 Commentary " 2015 2016 2017 I Sales of recurring nature¹) ■Sales from major events 2018 On average, a very large share of Polygon's business is related to predictable damages following a seasonal pattern. These include water leaks and fires that are not related to weather Predictable sales largely generated from framework agreements Non-predictable sales from i.a. major weather events are also to a large extent generated through framework agreements Note: 1) Based on the German market as proxy including a fixed assumption of how much that enters the addressable PDR market Source: German Insurance Association (GDV), Company information SUPPORTING MATERIALS | POLYGON 31#33①...topped up with an increasing frequency of major weather events Long-term trend with increasing number of major weather events INSURANCE LOSS EVENTS WORLDWIDE BY EVENT TYPE 1980-2017 CAGR 1980-2017 Geophysical events 1.7% Meteorological events 1.7% Hydrological events 4.9% Climatological events 3.0% Total 3.0% # of events 299 288 263270 274 247 224 601 3.0% 566 552 530 521 527 500 477 486 463 466 448 448 447443 448 431 415 411 395 384 381 356 359 336 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 Geophysical events Meterological events 2007 2008 2009 2010 2011 2012 2013 2014 2015 648 2016 582 2017 678 742747730 MITIGATED BY FLEXIBLE OPERATING MODEL Commentary The remaining share of sales is driven by increasing number of major events, such as storms and floods Weather impact on a group level mitigated by Polygon's geographic diversification across 14 countries The geographic diversification also allows Polygon to benefit from major events in 14 different countries Temporary Climate UK and US Solutions US Moisture Control Sweden Document Restoration Complex and Industrial Losses Emergencies Germany Netherlands Stable growth YoY (EURm) Centres of Excellence. Countries in the Polygon Group 173.0 165.9 160.0 157.8 158.1 148.2 147.1 139.8 Sales not dependent on any peak-seasons Note: Natural disasters in chart include geophysical events (e.g. earthquakes), meteorological events (e.g. storms), hydrological events (e.g. floods) and climatological events (e.g. extreme temperature, droughts and forest fires) Source: Munich RE, NASA, Company information SUPPORTING MATERIALS | POLYGON 32 Q4 '17 Q4 '18 Q1 '18 Q1 '19 Q2 '18 Q2 '19 Q3 '18 Q3'19#34②Favourable market trends... Increasing requirements from insurance companies drive market in favour of large-sized & one-stop-shop service providers like Polygon DIGITAL CAPABILITIES INTERNET OF THINGS INCREASED PROFESSIONALISM PREFERENCE FOR ONE-STOP-SHOPS Old PDR interactions Damage owner Insurance company New PDR interactions Damage owner Insurance company POLYGON POLYGON Other craftsmen Other craftsmen CENTRALISATION OF PROCUREMENT POLYSON A Higher customer requirements on front-end IT systems that allow for greater transparency, better documentation, reduced administrative burden and quicker handling ■ Development of deep integration into insurers IT systems and platforms ■ Polygon has implemented a tailor made field reporting system (Metrix) to further improve technician efficiency and customer service >14 implemented initiatives, accelerated development and innovative new solutions to drive the digital value B Importance of service quality benefitting players with well- structured processes ■ Through experience, size, forefront IT systems and a well implemented business model Polygon is able to focus less on administration and more on clients by handling their key issues in a highly efficient and professional manner ■ Easier for larger players to live up to the new requirements, both from a technological, financial and capacity point of view C ■ Key customers are to an increasing extent preferring suppliers that can manage the entire restoration process This allows insurance companies to deal with fewer suppliers ■ Therefore, Polygon has moved up the value chain so that it also manages other craftsmen such as e.g. carpenters, plumbers and electricians, especially in larger projects Key customers (IC's) are growing stronger and are regulated in terms of financial strength (Solvency II) D Insurance companies are focusing on fewer suppliers and more framework agreements at pre- agreed conditions and terms Geographic reach, reliability and professionalism are important selection criteria when framework agreements are awarded, favouring larger players Only a handful of companies in each market can offer national coverage Source: Company information SUPPORTING MATERIALS | POLYGON 33#35①...and increasing barriers to entry into the insurance segment Polygon well-positioned to meet increasing customer requirements POLYGON Requirements to win PDR Framework Agreements ("FWA") Source: Company information SCALE ADVANTAGES Brand- PROJECT MANAGEMENT BROAD GEO COVERAGE TIME TO FIRST CONTRACT REGULATORY REQUIREMENTS TING APPROVAL High utilisation of workers and vehicle fleet Capacity to handle large events Integration of IT systems o Ability to operate 24/7 ■ Ability to lead complex projects and assignments ▪ Low failure rates ■ Estimation skills to ensure stable margins ■ Insurers prefer to work with few suppliers covering extensive areas Geographic reach and presence across broad area ■ Proximity to claim ■ Ability to handle major events wherever they occur ■ Well-established with track-record of previous framework agreements ■First FWA often takes one to two years to land ■Importance of trust and personal connection Special certification and training requirements in increasingly more jurisdictions ■Need for local knowledge and investments in order to take on larger projects -2x the scale of closest competitor in Europe Geographical presence and established Centres of Excellence across Europe and US to cope with large scale disasters ■ Quick response and ability to put expertise and equipment into operation within 24 hours all over Europe 60+ years experience of project management Polygon acting as the project leader in all cases where needed, ensuring top quality through competent and skilled workforce to minimise dependency on sub- contractors ■Best practice sharing of core competencies Presence in 14 countries around the world ■ Strong local knowledge backed by global scale and capabilities keeps Polygon close to its customers ■ Ability to deploy services quickly and globally makes Polygon a preferred partner ~450 framework agreements in total Industry leading quality standards Long-standing relations and proven ability to deliver larger shares from existing framework agreements as well as large contracts from new customers Polygon's one-stop-shop offering is convenient and preferred by insurers Strong local knowledge to handle specific requirements ■ Extensive training and certification of employees to meet requirements and to optimally deal with all kinds of projects SUPPORTING MATERIALS | POLYGON 34#36Global operations with European leadership and #1 position in focus markets #1-2 positons in focus markets representing >85% of revenues KEY PDR PLAYERS IN EUROPE BY SALES¹) UNPARALLELED KNOWLEDGE-BASE AND ABILITY FOR BEST-PRACTICE SHARING ACROSS SEVERAL GEOGRAPHIES Company Polygon Estimated sales (EURM) Geographic reach 585 2) Northern and Central Europe Belfor Europe 344 Central and Southern Europe Recover 191 Nordic US Sprint 178 Local Ocab 76 Local #1 in the Nordics Temporary Climate Solutions Polygon's good geographic coverage and business model in the US helps to position the company to benefit from hurricane related work SSG 74 Nordic Market share Dolmans 40 Local ISS (Rainbow) 3) 35 Local Moisture Control Sweden Complex and Industrial Losses Germany Document Restoration Emergencies Netherlands UK and US Nationwide presence in Germany is proof of Polygon being global and acting local Centres of Excellence Countries in the Polygon Group #1 positions in its focus markets Germany, United Kingdom and Norway Share of Polygon sales -31% Denmark 6% Germany UK Norway ~13% 54% -15% 8% 10% ~29% Finland 5% ~30% ~25% Sweden Note: 1) Competitor's estimated 2018 sales from European PDR operations only, 2) Polygon actual sales in 2018 for European operations only (i.e. excluding USA, Canada and Singapore), 3) ISS (Rainbow) 2016 sales Source: Third party provider, Company information SUPPORTING MATERIALS | POLYGON 35#37Proven ability to successfully source and integrate bolt-ons Polygon is operating in a highly fragmented industry with significant consolidation potential enabling additional "semi-organic" growth at limited risk and cost EURbn HIGHLY FRAGMENTED EUROPEAN PDR MARKET Date²) ABILITY TO SUCCESSFULLY INTEGRATE CAREFULLY SELECTED TARGETS Target Domicile Annual sales (~EURM) # of employees Jul 2011 Vatro 152 750 Dec 2011 AK Konsult Indoor Air 3 22 Jun 2012 Lora Construction 4 15 ~3.7 (>70%) Jul 2012 WPC Torkteknik 1 ~5.2 Dec 2012 Rapid Refile 4 Jul 2014 Tinkler BAU 1 4 6 6 Jan 2015 Harwell DOCS 3 21 ~1.5 (<30%) Mar 2017 Villaklimat OBM 2 14 Sep 2017 Polygon Nord 5 47 Sep 2017 Skadegruppen 27 208 Top 8 players ¹) Regional and local competitors Total European PDR market Dec 2017 BBN 5 47 Jan 2018 Dansk Byggningskontrol 29 236 Jan 2018 Von Der Lieck 4 25 SELECTION OF CURRENT POTENTIAL M&A TARGETS Jan 2018 Metodia 0.4 4 Apr 2018 Caliber Sanering 2 11 Approximate sales (EURM) Jul 2018 Polygon Kongsberg 2 17 Polygon targets carefully selected and value accretive acquisitions at EV/EBITA multiples (pre-synergies) of ~4-6x Jul 2018 Buskerud Skadebegrensning 2 20 Oct 2018 Neways Associates 6 54 Oct 2018 Refix Skadesanering 3 30 22 Jan 2019 Tiedema 1 12 22 17 15 14 Mar 2019 Alvisa24 11 67 Apr 2019 Van Waarde 2 17 May 2019 The Plastic Surgeon 15 250 Jun 2019 Tehokuivaus OY 7 60 Jul 2019 Nettag AG 4.5 35 3 2 Aug 2019 AmRestore 2 29 Sep 2019 Polygon Haugesund AS 1.8 14 #1 #2 #3 #4 #5 #6 #7 Purpose Service line extension Regional density Note: 1) Top 8 players include Polygon in Northern and Central Europe, Belfor Europe, Recover, Sprint, Ocab, SSG, Dolmans and ISS (Rainbow), 2) Referring to the announcement date Source: Third party provider, Company information SUPPORTING MATERIALS | POLYGON 36#38→ Blue-chip customer base with low single-customer dependency 5 Attractive customer base characterised by low single-customer dependency and sticky customer relationships Customer concentration LOW CUSTOMER CONCENTRATION AND DIVERSIFIED SALES SPLIT COMBINED WITH HIGH RETENTION RATE Sales by region Other Agreement retention²) Share of sales under FWA²) Sweden North America 8% 5%% Top 10 Finland 5% Denmark 6% 8% UK 10% Norway 98.7% 99.4% 100% 99.4% 99.5% Germany 54% II 86.9% 83.2% 83.7% 84.7% 85.0% IIII 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 34% Top 10 share of sales (FY2018) 3 continents; 14 countries Sales generated from a diversified set of countries¹) 100% 85% Average agreement retention historically Average share of sales under FWA historically STABLE AND LONG-TERM RELATIONSHIPS WITH BLUE-CHIP CLIENTS EXAMPLES OF KEY CUSTOMERS Sales 2018 Customer EURM % of total Customer 1 40.3 6.5% Customer 2 29.2 4.7% Customer since >50 years 2004 Scope WDR FDR REC LD MCC Allianz ⑪ ✓ ✓ ✓ ww württembergische Gothaer Ф Pohjola Gjensidige eika. Customer 3 24.0 3.9% >20 years ✓ ✓ Customer 4 20.9 3.4% 2009 Customer 5 20.7 3.3% 2002 ✓ ༨ ༨ ༨ if... SpareBank LOKALTAPIOLA Customer 6 17.2 2.8% 2007 Customer 7 16.2 2.6% >20 years Customer 8 14.6 2.4% 2003 ✓ Customer 9 14.3 2.3% 2006 ✓ VERSICHERUNGS KAMMER BAYERN Fruergape wgv Versicherungen DNB PROVINZIAL FrendeForsikring SV Sparkassen Versicherung Z ZURICH Customer 10 13.8 2.2% >30 years Top 10 211.3 34.1% Topdanmark HDI ERGO AXA Note: 1) Countries where Polygon is present include Germany, UK, Finland, Norway, US, Sweden, Netherlands, Denmark, Austria, France, Canada, Belgium and Singapore, additionally, Polygon also expanded to Switzerland in 2019, 2) Agreement retention and Share of Sales under FWA based on German operations as proxy SUPPORTING MATERIALS | POLYGON 37 Source: Company information#39⑥Focused PDR business model with flexible cost structure providing stable margins Polygon has the toolbox to cater for variations in demand COMPLETE RANGE OF SERVICES WITHIN RESTORATION OF DAMAGED PROPERTY¹) Water Damage Restoration Leak Detection Fire Damage Restoration Temporary Climate Solutions Major & Complex Claims 38% 4% 40% 7% 11% Assess damage, dry, clean and restore Tech Re-conditioning Document restoration Detect leaks in walls, floors and roofs Assess damage, clean, restore and remove all contaminants Create temporary environments (e.g. for process industries) 000 Larger damage restoration projects POLYGON POSSES A BROAD TOOLBOX TO MEET VARIATIONS IN DEMAND Movement of personnel and equipment ■ The Polygon workforce is mobile and can efficiently be deployed in areas where most needed ■ Polygon benefits from unparalleled resource allocation flexibility and geographical presence Deployment all over Europe within 24 hours Temporary staffing ■ To handle a large number of assignments during major events or seasonal peaks, Polygon hires and educates temporary staff ■ Short and effective introductory course only requirement to quickly deploy temporary resources 2% of field workforce is temporary staff²) Sub-contractors ■ In complex projects requiring the use of sub-contractors, Polygon always strives to take the project management role ■ As project leader, Polygon will control the process from start to finish and manage the use of sub-contractors for highest efficiency Sub-contractor costs on average 36% of sales Franchising ■ To increase coverage and service level, businesses that share the same values as Polygon will be able to become partners ■ Value accretive synergies enabled as Polygon can utilise resources on a broader scale 5 franchisees in Norway OPTIMISATION OF UTILISATION LEVELS ENABLING STABLE MARGINS TOTAL COST BASE FLEXIBILITY OF ~90% WITHIN ONE YEAR³) EURM 60.2 58.3 59.9 Within one year Cost item 3% 56.3 51.1 51.6 50.6 54.6 52.8 IT & telecom Timing Medium 8% 48.6 48.2 46.7 42.5 42.3 12.6% 37.4 11.4% 10.9% Variable 100% flexibility 11% Rent & premises Medium/slow Vehicle leasing Medium/slow 51% 9.6% 9.2% 8.4% 8.8% 8.8% 8.7% 8.3% 8.6% 8.6% 7.8% 7.4% 7.4% Semi-variable Optimisation of utilisation levels through e.g. sub-contractors and temporary staffing during peak seasons enabling Polygon's stable margins 78% Employees Medium 84% flexibility Fixed 0% flexibility 45% 4% Q1 Q2 '16 '16 Q3 '16 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 '16 '17 '17 '17 '17 '18 '18 '18 '18 '19 '19 '19 I Sub-contractor cost Adj. EBITDA margin Total costs 89% flexibility Fixed & semi-variable costs 78% flexibility Note: 1) Consulting, Document restoration and Other included in WDR. Reconstruction included in FDR, 2) Average temporary field workforce per Q3-2019, 3) Cost base excluding cost items below EBITDA Source: Company information SUPPORTING MATERIALS | POLYGON 38#40Management team with clear execution track-record... Successful execution of developing Polygon resulting in strong financial development EXECUTIVE MANAGEMENT SUCCESSFUL EXECUTION OF IMPLEMENTED STRATEGY Integration of carefully selected acquisitions Target Date 2) Country Jul 2014 Annual sales (~EURM) 1 Axel Gränitz President & CEO Polygon since 2018 Previously CEO at Dussmann, Senior Position at Arvato, and several Senior Industry Advisor positions EURM Martin Hamner Christian Kohl COO CFO Polygon since 2019 Previously CFO at AB Industrivärden and Group control & Head of Investor relations at ASSA ABLOY Polygon since 2006 Previously Country President at Polygon Austria and sales & marketing manager at Bertmann and 3M Jonas Granath CCO & Deputy CEO Polygon since 2014 Previously held senior positions at IL Recycling Poland and the Swedish Trade Council Strong sales growth under current management CAGR¹) 10.6% 656.6 619.3 518.8 485.3 419.1 438.7 10.9% 8.5% 8.3% 8.6% 6.7% 4.9% 2014 2015 Organic sales 2016 2017 2018 Adjusted EBITDA margin LTM Q3-19 ■Discontinued operations and acquired sales Introduction of the Polygon Model ■ The Polygon Model harmonises the way of working within the group ■ Polygon is a decentralised service company where local entrepreneurship is the foundation for success Polygon has a clear business philosophy with a framework of principles and guidelines for its business leaders and employees Development of the Polygon Academy ■ Conducted for the first time in 2016, the Polygon Academy is designed to create outstanding leaders within the organisation ■ The Academy helps identify core competencies and manage the talent pool in a structured way ■ Concept and mission is to share knowledge and best practice among the participants Driving the digital agenda Implementation of new field force system (Metrix) as the backbone of substantial technology investments ■ Automation of processes for seamless integration with insurers and other external systems ■ Developing tools within IoT, streaming and VR to monitor projects and increase efficiency Institutionalised way of working lowering dependency on specific individuals Note: 1) Total sales CAGR excluding discontinued operations and including acquired sales, 2) Referring to the announcement date Source: Company information Tinkler BAU Harwell DOCS Jan 2015 AD Mar Villaklimat OBM 2017 Polygon Nord Skadegruppen/ Sep 2017 Sep Coor 2017 Oct Dansk Byggningskontroll 2017 Oct Von der Lieck 2017 BBN Dec 2017 Jan Metodia 2018 Apr Caliber Sanering 2019 Jul Polygon Kongsberg Buskerud 2018 Jul Skadebegrensning 2018 Oct Neways Associates 2018 Oct Refix Skadesanering 2018 Jan Tiedema Alvisa24 2019 Mar 2019 Apr Van Waarde 2019 May The Plastic Surgeon 2019 Jun Tehokuivaus OY 2019 Jul Nettag AG 2019 Disciplined execution of consolidation strategy + 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 + + + 3 2 5 27 29 T 4 5 0.4 2 2 2 6 3 11 1257 5 SUPPORTING MATERIALS | POLYGON 39#41⑦...supported by a highly committed owner and experienced board Significant experience from the business services sector with capital available to support Polygon Triton Working in partnership to build better businesses PRI Principles for Responsible Investment TRITON IN BRIEF Established in 1997, Triton is a private equity investment firm investing in medium-sized businesses in Northern Europe, the Benelux region, France, Italy, Spain and the United Kingdom Focus on Industrials, Business services and Consumer sectors Triton has raised EUR 14bn from ~180 investors across eight funds Triton's latest fund, Triton V, was established in 2018 with committed capital of EUR 5bn Completed more than 70 investments and supported more than 260 acquisitions Source: Triton, Company information Lars Blecko Chairman Former CEO of Loomis, US 7.9x money multiple and 111% IRR at exit SELECTED INVESTMENTS 7.2x money multiple and 51% IRR at exit 35% IRR at exit 3.7x money multiple and Current holding NVS Sector Business Services Sales (2008) SEK 3.5bn Investment/exit date Jun 2006/Dec 2008 bravida Sector Business Services Sales (2018) SEK 19.3bn Investment/exit date Dec 2006/Jul 2012 Infratek Sector Business Services Sales (2017) EUR 341m Investment/exit date July 2013/Nov 2017 Assemblin Sector Business Services Sales (2018) EUR 868m Investment date November 2015 POLYGON BOARD OF DIRECTORS Jonas Samuelsson Board member Current President & CEO at Electrolux and former CFO at Munters Gunilla Andersson Board member Former CFO at Opti Group, TA Hydronics and Tour & Andersson Nadia Meier-Kirner Board member Current Investment Advisor at Triton and former Corporate Finance Advisor at Dresdner Kleinwort POLYGON SUPPORTING MATERIALS | POLYGON 40#42Narrow Polygon provides the most comprehensive geographic coverage and service offering Competitive advantage in the PDR market through a complete and high qualitative offering Broad Breadth of services Local EUROPEAN COMPETITIVE POSITIONING Broad but sometimes subcontracted offering and nationwide presence National players with broader offering → Ocab Sprint. RAINBOW RATERNATIONAL MBS National players with limited presence in other regions¹) RECOVER Cross-national players with broader offering²) BELFOR (●) PROPERTY ESTORATION SSG POLYGON Larger vendors with cross-national presence and broad, self-performing service offering Sole employee/few branch vendors interacting locally or nationwide Small, local players with narrow offering National players with narrow offering FREILAND BYGG UNDISPUTED REACH IN CASE OF LARGE DISASTERS Emergencies Netherlands Vendors with cross-national presence but limited offering³) ServiceMASTER Clean Chemary Geographical scope National European Polygon Centre of Excellence for Emergencies (Eurostock) Polygon is equipped to handle large-scale natural disasters through its size and high-performance technical equipment Centre of Excellence for Emergencies (Eurostock) in the Netherlands is available 24/7 around the year for all European Polygon subsidiaries ~3,400 dehumidifiers, fans, heaters and other types of equipment stocked under one roof constitutes the unique Polygon Eurostock This combined with cross-border specialist resources makes Polygon fully capable to handle extreme and weather-related events Note: 1) Rainbow International nationwide in UK (limited presence in Germany and Ireland), MBS nationwide in Germany (limited presence in Austria), 2) Belfor with presence in Germany and limited presence in rest of Europe, 3) ServiceMaster Clean nationwide in UK (global footprint but limited European coverage) Source: Third party provider, Company information SUPPORTING MATERIALS | POLYGON 41#43Value chain Insurance companies are key decision makers when a PDR provider is appointed PREVENTION / CONTROL Consulting AK TCS Tailor made programs PROACT CODE BLUE® 1 PRMO+ Damage occurs MITIGATION (TRADITIONAL VALUE CHAIN) Step 2-4 to be compressed into one, driven by digitalisation K 47037 3 2438 12 6.840 5 6 PAY ONLINE Դ ՏԻ" pay option Insurance company receives claim from policy holder and appoints PDR provider Appointed PDR provider submits cost estimation to insured company Insurance company confirms order to PDR provider PDR provider executes restoration services at damaged site (sub-contractors engaged if needed) Insurance company pays PDR provider PDR provider pays sub-contractors At inspection / first visit Polygon make prevention actions to reduce the damage Commentary While Polygon performs its services at the residence of an end-consumer/policy holder, the Company's commercial interactions are primarily with the insurance companies Furthermore, Polygon has commercial interactions with potential sub-contractors that are engaged for various parts of the service process (primarily for reconstruction work) The PDR value chain varies somewhat depending on type of damage (fire/water, residential, commercial, large loss etc.) and by geography where dynamics shift due to e.g. differences in loss adjuster propensity and level of direct pay to consumers Source: Company information SUPPORTING MATERIALS | POLYGON 42#44Polygon performs well in all aspects of insurance companies key purchase criteria Response time, capacity, price and NPS are the general KPC's Higher Response time (distance) 50 Description Presence across a geographic area including distance to claim POLYGON POLYGON HAS STRONG CAPABILITIES TO DELIVER ON IMPORTANT KPC'S Importance Lower Capacity Price Customer satisfaction Technical expertise Total cost control One-stop-shop Personal relations Ability to handle above normal claim levels, e.g. floods $ Sticker' price of PDR firm's services Measured through number of complaints or NPS ix Ability to handle larger and more complex claims $ PDR firm's effect on overall claim cost End-to-end admin. of claim process including integration, project mgmt. etc. Importance of trust and personal connection IC's focusing on cost, but PDR suppliers still able to pass cost inflation partly to IC's Polygon focus to be competitive on price however not a low cost provider ■ Decreasing price pressure from e.g. accelerated consolidation and price discipline among PDR players, more quality/NPS based weighting in insurer KPCs allowing for higher price premiums from better service Customer loyalty is very important in the insurance industry PDR providers are a critical component in end customer satisfaction and a positive claims experience has a strong positive effect on loyalty between the insured party and the IC Source: Third party provider, Company information SUPPORTING MATERIALS | POLYGON 43#45Global and loyal workforce with high and increasing employee and customer satisfaction Implemented framework for success leading to proven commitment and high quality standards Polygon framework for human resources Employee Satisfaction - Engagement Index 100% Keep Paying for Being a performance first-choice Attract employer 80% 79% 82% 83% 83% Ensuring sustainability Hiring for attitude 60% Competency Framework Growing capability Leading by example Getting up 40% to speed Driving results 20% Region Develop Employees per geography Continental Europe 0% 2015 2016 2017 2018 # employees % Age <40 2,174 50.1% Age distribution Distribution 51.2% 41-50 25.7% Nordics and UK 1,987 45.7% 51-60 19.1% North America¹) 182 4.2% >60 Total 4,343 100.0% Total Note: Employees per geography excluding HQ and by age distribution are per Q3-2019, 1) Includes FTE's in Singapore Source: Company information 4.0% 100.0% NAV "With a strong performance on all indices, Polygon is delivering impressive results. This kind of improvement is not something we see very often and it definitely sets Polygon apart from other companies" Stefan Wikström, CEO at Netsurvey "93 percent of our employees rank our group management as excellent" Polygon Annual Review (2016) Extraordinary high Customer satisfaction 56 Excellent NPS score (2016) SCHE Company of the Year 2017 NHO Service og Handel Business Service Company of the Year 2017 bama Environmental Initiative for second consecutive time SUPPORTING MATERIALS | POLYGON 44#46Reconciliation tables (1/2) Q4 2018 Q1- Q3 2019 EURM 2014 2015 2016 2017 2018 LTM Q3 2019 IAS 17 IFRS 16 Operating profit -1.1 7.0 25.1 25.9 25.3 3.6 24.1 27.7 Amortization of acquisition related tangible and intangible assets EBITA 5.6 4.5 65 5.6 5.2 4.7 6.6 1.8 21.8 23.6 12.5 30.3 30.6 31.9 5.4 45.9 51.3 Depreciation 9.0 9.3 9.3 10.0 13.4 3.6 9.3 12.9 Operating profit before depreciation (EBITDA) 13.4 21.8 39.6 40.6 45.3 9.1 55.1 64.2 Q4 2018 Q1-Q3 2019 EURM 2014 2015 2016 2017 2018 LTM Q3 2019 IAS 17 IFRS 16 Sales 419.1 438.7 485.3 518.8 619.3 165.9 490.7 656.6 Operating profit -1.1 7.0 25.1 25.9 25.3 3.6 24.1 27.7 Amortization of acquisition related tangible and intangible assets 5.6 5.6 5.2 4.7 6.6 1.8 21.8 23.6 EBITA 4.5 12.5 30.3 30.6 31.9 5.4 45.9 51.3 Depreciation 9.0 9.3 9.3 10.0 13.4 3.6 9.3 12.9 Operating profit before depreciation (EBITDA) 13.4 21.8 39.6 40.6 45.3 9.1 55.1 64.2 Transaction costs, acquisition 0.1 1.5 0.9 0.7 1.8 2.5 Restructuring 5.4 4.5 0.2 4.0 4.2 2.1 0.6 2.7 Impairment IT systems and tangible assets 0.3 2.5 0.6 0.6 1.9 1.7 1.7 Negative goodwill Norway -4.0 0.7 0.7 0.7 Sales of fixed assets -0.3 -0.3 Other items affecting comparability 1.4 0.5 0.8 0.8 0.1 0.1 Operating profit before depreciation and IAC (Adjusted EBITDA) Adjusted EBITDA % 20.6 29.4 41.4 43.5 53.0 14.3 57.3 71.6 4.9% 6.7% 8.5% 8.4% 8.6% 8.6% 11.7% 10.9% EURM 2013 2014 2015 2016 2017 2018 Q4 2018 Q3 2019 Accounts receivable 68.7 67.7 64.3 70.1 76.6 88.4 88.4 97.5 Accounts payable -33.9 -34.2 -34.3 -42.9 -35.6 -45.6 -45.6 33.6 Inventory 12.4 16.5 17.5 29.6 20.8 44.7 44.7 41.0 Advance payment -0.3 -0.2 -0.2 -0.2 -0.1 -1,5 -1,5 -0.4 Other receivables / liabilities -27.5 -28.9 -28.7 -33.6 -43.6 -53.6 -53.6 -50.1 Net working capital 19.2 21.0 18.7 23.0 17.9 32.1 32.1 55.2 Change in NWC excl. adjustment for FX differences and acquired NWC 11.7 -1.7 2.3 -4.3 5.0 -14.2 -22.1 Note: Changed definition of Adjusted EBITDA in Q3 2019 compared with Q1 & Q2 2019 reports, with the new definition being: Earnings before interest, tax, depreciation and amortisation and items affecting comparability Source: Company information SUPPORTING MATERIALS | POLYGON 45#47Reconciliation tables (2/2) EURM Changes in operating receivables Changes in work in progress Changes in operating liabilities Change NWC incl. adjustment for FX differences and acquired NWC Q4 2018 Q1- Q3 2019 2014 2015 2016 2017 2018 LTM Q3 2019 IAS 17 IFRS 16 0.5 4.0 -7.6 0.5 -4.1 3.6 -3.7 -0.1 -0.39 -0.5 -12.4 12.5 -11.6 3.0 4.0 7.0 0.4 -1.5 15.4 -4.2 3.9 5.9 -17.7 -11.8 -3.0 2.0 -4.5 8.7 -11.8 12.5 -17.4 -4.9 Exchange rate differences -1.3 -0.3 -0.2 3.7 -2.4 4.7 EURM Q1 2016 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2016 2016 2016 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 Sales 109.4 118 121.7 136.3 132.8 119.8 125.0 141.2 148.2 147.1 158.1 166.0 160.0 157.8 173.0 Operating profit 4.5 4.8 7.9 7.9 7.2 4.4 7.2 7.0 6.8 6.8 8.1 3.7 8.1 5.4 10.5 Amortization of acquisition related tangible and intangible assets 1.4 1.4 1.2 1.2 1.2 1.2 1.2 1.2 1.6 1.6 1.6 1.8 6.8 7.3 7.7 Operational amortisations EBITA 5.9 6.2 9.1 9.1 8.4 5.6 8.4 8.2 8.3 8.4 9.7 5.4 14.9 12.7 18.2 Depreciation 2.3 2.4 2.4 2.3 2.3 2.4 2.5 2.8 3.13 3.3 3.4 3.6 2.9 3.1 3.3 Operating profit before depreciation (EBITDA) 8.2 8.6 11.5 11.4 10.7 8.0 10.9 11.0 11.5 11.7 13.1 9.1 17.8 15.8 21.5 Items affecting comparability 0.4 0.1 0.2 1.1 0.1 0.9 0.4 1.6 1.4 0.6 0.5. 5.2 0.5 1.4 0.2 Operating profit before depreciation and IAC (Adjusted EBITDA) 8.5 8.7 11.7 12.5 10.8 8.8 11.3 12.6 12.9 12.2 13.6 14.3 18.3 17.2 21.7 Adjusted EBITDA % 7.8% 7.4% 9.60% 9.20% 8.10% 7.4% 9.0% 8.9% 8.7% 8.3% 8.6% 8.6% 11.4% 10.9% 12.5% Note: Changed definition of Adjusted EBITDA in Q3 2019 compared with Q1 & Q2 2019 reports, with the new definition being: Earnings before interest, tax, depreciation and amortisation and items affecting comparability Source: Company information SUPPORTING MATERIALS | POLYGON 46#48Risk factors Investing in the Notes involves inherent risks. The financial performance of the Group and the risks associated with its business are important when making a decision on whether to invest in the Notes. A number of risk factors and uncertainties may adversely affect the Group. If any of these risks or uncertainties occur, the business, earnings and financial position of the Group could be materially and adversely affected, which ultimately could affect the Company's ability to make payments of interest and repayments of principal under the Terms and Conditions. In this section, a number of risk factors are described, namely specific and material risks pertaining to the Group's business operations and the Notes as financial instruments. The risks presented here are not the only risks potentially affecting the Group's business operations and relating to the Notes as financial instruments. Additional risks presently unknown to the Group or currently deemed immaterial may also adversely affect the Group, the price of the Notes and the Company's ability to service its debt obligations. Potential investors are therefore recommended to make their own evaluation of the significance of the Group's business operations and future development of the risk factors below as well as other currently unknown risks or risks currently deemed to be immaterial by the Group. The risk factor that the Group deems as the single most material, with respect to the probability and expected magnitude of its negative impact if it were to materialise, is presented first in each category below. Thereafter following risk factors in each category are not ranked in order of importance. The materiality of each risk factor with respect to the probability and expected magnitude of its negative impact if it were to materialise, is indicated by using a scale of low, medium or high, as assessed by the Company. Risks relating to the group Risks related to the Company's Business Activities and Industry High level risks Risks relating to agreements with insurance companies The Group is to a large extent dependent on its key customers, the insurance companies, and must maintain mutually beneficial relationships with them to compete effectively. The services conducted for the Group's insurance company customers represent approximately two-thirds of the Group's total business operations. As the frame agreements entered into with the insurance companies normally do not contain any volume undertakings or other purchase commitments by the insurance companies towards the Group, changes in the insurance companies' strategies or purchasing patterns may adversely affect the Group's sales. Disagreements or deterioration of the Group's relationship with any of its key customers could lead to loss of current or future sales of the Group's services, which would have an adverse effect on the Group's business, earnings and financial position. Risks relating to key personnel The Group is dependent on the skills, experience and commitment of a number of key employees who have together developed the efficient day-to-day operations and systems within the Group and valuable customer relationships. These key employees are of great importance for the Group's future, especially when it comes to implementing its growth strategy and other strategic objectives, continuously developing the Group's services, and effectively directing, managing and controlling the Group's operations in a competitive market. Such key personnel may leave the Group in the future, and they may take up employment with a competing business. Further, the Group's future growth and ultimately its continued success depends on its ability to attract, recruit and retain qualified personnel with the level of expertise and knowledge of its business operations and industry required to conduct the Group's operations in accordance with the Group's strategic objectives from time to time. Any failure to retain key employees with specialised knowledge relating to the Group's business operations and industry, and/or the Group's failure to recruit such qualified persons in the future, could impair the Group's business operations and continued growth, which would have an adverse effect on the Group's business and consequently its earnings and financial position. Risks related to acquisitions As a part of the Group's growth strategy, the Group aims to evaluate and acquire companies and businesses in different geographic markets that are in line with the Group's strategic objectives. The Group has also made such acquisitions in the past, e.g. the acquisitions of Dansk Bygningskontrol A/S in Denmark during 2018, The Plastic Surgeon group in the United Kingdom and Alvisa Holding AG in Switzerland, both during 2019. Such acquisitions may involve obligations and risks related to their nature or value. In each situation where the Group decides to pursue such acquisitions, there is a risk that the Group will not be able to finalise such acquisitions within the required timeframe, at the desired price and commercial terms, or at all. In addition, there may be irregularities and risks in the acquired companies, not identified by the Group prior to the finalisation of such acquisitions. Future acquisition activities may present certain financial, managerial and operational risks, including diversion of management's attention from existing core business, difficulties when integrating or separating businesses and challenges presented by acquisitions, which may not achieve sales levels and profitability that justify the investments made. In addition, companies involved in transactions are generally subject to risk of employees, including senior management and other key employees, leaving the acquired or acquiring company. Especially in a situation where the Group is looking to add capabilities through add-on acquisitions, the failure to retain the services of the acquired company's key personnel could jeopardise the rationale of the acquisition. Furthermore, future and past acquisitions may result in obligations to pay additional purchase price to sellers or obligations to purchase additional shares in companies partially owned by the Group, possibly affecting the Group's financial position. If the acquisitions are not successfully integrated, the Group's business, earnings or financial position may be adversely affected. Future acquisitions could also result in dilutive issuances of the Group's equity securities, the incurrence of debt, contingent liabilities, amortisation costs, impairment of goodwill or restructuring charges, any of which could have an adverse effect on the Group's business, earnings or financial position. SUPPORTING MATERIALS | POLYGON 47#49Risk factors (cont'd) Risks relating to IT infrastructure The Group depends on information technology to manage critical business processes, such as accounting and enterprise resource planning, including administrative functions and the protection of personal data. The Group uses IT systems for internal purposes and externally in relation to its suppliers and customers. Extensive downtime of network servers, attacks by IT-viruses or other disruptions or failure of information technology systems are possible and could have an adverse effect on the Group's operations. It should further be noted that the main customers of the Group, i.e. insurance companies, generally have strict requirements regarding privacy and data protection. A failure or disruption of the information technology systems could cause transaction errors and loss of customers as well as sales, and could have an adverse effect on the Group's business, earnings or financial position. Medium level risks Global economic and market conditions A lengthy economic downturn or a sustained loss of consumer confidence in the markets in which the Group operates could trigger a decrease in demand for the Group's services and a decline in sales for the industry as well as for the Group. This could have an adverse effect on the Group's business, earnings or financial position. Risks relating to the business model The Group is active in the property damage restoration business, e.g. work related to water damage restoration, fire damage restoration and document restoration. The business is thus to a large extent dependent on circumstances beyond the Group's control, including, inter alia, water leaks, fires, outdoor temperature, natural disasters and the weather. These circumstances vary within each country and region where the Group conducts its services. Further, part of the Group's cost structure is fixed, the proceeds of the operations are to some extent unpredictable and may vary from time to time as a result of this dependency. Adverse developments outside the Group's control relating to weather and climate events affecting the demand for the Group's property damage restoration services may lead to a loss of sales, and if the Group cannot maintain a flexible cost structure to address such losses, this could result in an adverse effect on the Group's earnings and financial position. Negative publicity The Group relies on its brand and reputation to maintain and attract new customers, employees and other stakeholders. If the brand and reputation of the Group is damaged, the Group's customers, employees and other stakeholders could lose confidence in the Group. For instance, any negative publicity or announcement relating to the Group may, whether or not it is justifiable, deteriorate the brand value and reputation of the Group and consequently lead to, e.g., a loss of current and future customers and sales, which would have an adverse effect on the Group's business and earnings. Risks relating to competitive landscape The Group has a large number of competitors across different product and service categories, segments and geographic markets, some of whom may have greater financial and operational resources than the Group. The Group's future possibilities to compete are, among other things, dependent upon the Group's ability to anticipate future market changes and trends, to rapidly react on existing and future market needs, and to attract new customers and retain current customers, which may result in increased costs for redevelopment of its services, require price reductions and/or changes to the Group's business model. If the Group fails to meet the competition from new and existing companies, this could have an adverse effect on the Group's business, earnings or financial position. Low level risks Risks relating to sourcing equipment The Group is dependent upon its ability to source new equipment, and to maintain the equipment owned by the Group, that are required to carry out the Group's operations. If such sourcing should not be successful, it could damage the Group's reputation and its relationships with its customers, resulting in an adverse effect on the Group's business, earnings or financial position. SUPPORTING MATERIALS | POLYGON 48#50Risk factors (cont'd) Risks relating to the use of sub-contractors The Group's ability to service its customers depends to some extent on the availability of local sub-contractors as the subsidiaries of the Company frequently uses local sub-contractors across the markets to conduct the property damage restoration services. If the Group cannot secure an appropriate sub-contractor for a specific job, it may have an adverse effect on services provided to the customer. Further, the use of sub-contractors requires the Group to monitor its so called "back-to-back"-protection, i.e. to make sure that any claim from a customer against the Group that relates to work carried out by the sub-contractor, can be passed on to the sub-contractor. The back-to-back- protection is also necessary when it comes to handling of personal data to avoid responsibility towards customers, in case the Group's sub-contractors are not in compliance with relevant personal data legislation. Should the Group be unable to secure appropriate sub-contractors to conduct its services, this would adversely affect the Group's ability to conduct its services in a satisfactory manner, and if the Group is unable to receive compensation from the sub- contractor and/or should the sub-contractor not be in compliance with relevant personal data legislation, this would result in additional costs for the Group and adversely affect the earnings and financial position of the Group. Agreement risk The Group generally does not accept larger projects for a fixed fee, but should the Group's internal procedures not be followed when quoting for an assignment and such assignment is accepted at a fixed fee, there is a risk that the relevant project becomes more expensive for the Group than expected, resulting in an adverse effect on the Group's margins and consequently its earnings. Risks relating to liability for damages incurred by the performance of the services The Group is generally liable for damages that is incurred by the performance of the services, or performed by a sub-contractor to the Group, and sometimes without a monetary cap. Should the Group not have sufficient and/or adequate insurance coverage in place, or should the back-to-back protection as mentioned above have gaps, the liability for damages incurred by the performance of the services and the subsequent increase in costs as a consequence of any such obligation to pay damages, could result in an adverse effect on the earnings and financial position of the Group. The Group depends on the financial health of its customers The Group's customers may face financial or other difficulties which may affect their operations and cause them to cancel or reduce their level of purchases from the Group, which could adversely affect the Group's business and earnings. Customers may also respond to any price increase that the Group may implement by reducing, or even terminating, their purchases from the Group, which could result in reduced sales for the Group. If sales of the Group's services to one or more of its largest customers are reduced, this reduction may have an adverse effect on the Group's earnings. Any bankruptcy or other business disruption involving one of the Group's significant customers could also adversely affect the Group's earnings or financial position. Risks relating to inadequate insurance coverage and procedures The Group mainly holds insurance policies covering general liability and product liability. If the Group is unable to maintain adequate insurance policies this may result in certain claims, e.g. from customers relating to property restoration projects, not being covered by an insurance policy. Further, inability to implement adequate procedures regarding filing and notifying the relevant insurance company may lead to claims, although covered by the insurance, being barred and the Group thus not receiving any compensation. If the Group is unable to maintain adequate insurance coverage or adequate filing procedures, this could have an adverse effect on the Group's business, earnings or financial position. Legal and regulatory risks Medium level risks Risks relating to bribes, corruption and anti-competition behaviour The Group is required to comply with anti-corruption, anti-bribery laws and competition laws in the countries in which the Group operates its business. Furthermore, the Group and the sub-contractors used by the Group, operate in different kind of fields relating to the construction industry. The construction industry in general is considered a high-risk industry when it comes to different kinds of anti-competitive behaviours, and has historically been exposed to legal disputes relating to bribery and cartels. The Group's operations could be adversely affected if the Group would, whether or not it is justifiable, become associated with illegal activities or otherwise unacceptable business methods, become the subject of investigations by competition authorities, find itself subject to an enforcement action or is found to be in violation of such laws or regulations. Such enforcement actions, associations or investigations could result in, inter alia, significant penalties, fines and/or sanctions being imposed on the Group, a negative perception of the Group among its current and future customers, problems in relationships with important contracting parties, e.g. insurance companies, or an adverse effect on the Group's ability to conduct major acquisitions, all which could have an adverse effect on the Group's business, earnings or financial position. SUPPORTING MATERIALS | POLYGON 49#51Risk factors (cont'd) Low level risks Risks relating to taxes and charges The Group currently operates in 14 countries. The Group's business and any intra-group transactions are conducted and performed in accordance with the Group's interpretation of applicable tax laws, tax agreements and other relevant regulations and applicable requirements and decisions from the relevant tax authority. It is possible that the Group's or its advisers' interpretations and applications of laws, provisions and judicial practice have been, or will at some point in the future be, incorrect. Moreover, tax authorities in the countries where the Group operates may make judgements or decisions that differ from the Group's understanding and interpretation of such laws and regulations. The Group's tax position, both for prior and current years, may change as a result of decisions taken by relevant tax authorities, or as a result of changes in legislation, tax agreements and other regulations. Such decisions or changes, which potentially could apply retroactively, could have an adverse effect on the Group's business, earnings and financial position. Risks relating to the geographic breadth and compliance with existing laws and regulations The Group currently operates its business in 14 countries and must accordingly observe several laws and regulations, including e.g. competition, construction, environmental and tax laws and regulations, in a large number of different regulatory systems across a number of jurisdictions. Ensuring compliance with such laws, regulations and permits entails administrative costs and may affect the Group's business, financial position earnings. There is a risk that the Group's interpretation of applicable laws, provisions and judicial practice has not been, or will in the future not be, correct or that such laws, provisions and practice will be changed, potentially with retroactive effect. If such change in legislation or practice should occur or if the relevant authority challenge the Group's interpretation of applicable laws, the Group may face sanctions by the relevant authority, which may have an adverse effect on the Group's business, earnings or financial position. New or amended legislations and regulations could call for unexpected costs, including costs for compliance work with regards to new or amended legislation or regulation, or impose restrictions on the development of the business operations or otherwise affect sales, and which could have an adverse effect on the Group's business, earnings or financial position. Risks relating to failure to comply with the General Data Protection Regulation The Group processes personal data, e.g., of its employees and its insurance company customers' end-customers in the course of its business operations. The European Union has adopted the relatively new general data protection regulation 2016/679/EU (the "GDPR"), which applies from 25 May 2018. The GDPR includes new requirements for the handling of personal data. There is a risk that the measures taken by the Group to maintain and process personal data in compliance with the GDPR could prove to be insufficient or that, for instance, a misinterpretation of the GDPR would lead to that the Group is considered as not fully compliant. Failure to comply with the GDPR may subject the Group to significant monetary fines, which could have an adverse effect on the business, operating results and financial position of the Group. Risks relating to environmental laws and regulations According to the polluter pays-principle under Swedish environmental law, and similar principles may apply according to environmental laws of other relevant jurisdictions, the operator who has contributed to pollutions will be responsible for remediation. When the Group and/or its sub-contractors carry out property damage restoration work, there is, e.g., a risk of leaks which could result in environmental pollution. Claims may be directed at the Group for cleaning up or after-treatment of incidents as a result of acts or omissions of its employees or sub-contractors causing environmental pollution, and the Group may not have adequate protection in its customer or sub-contractor agreements to ensure that the customer or sub-contractor is solely responsible for the clean up and after-treatment of such incidents. All such claims towards the Group could have an adverse effect on the Group's business, earnings and financial position. Risks relating to legal disputes and claims Within its ordinary course of business, the Group may be the subject to complaints, claims, disputes and subsequent litigation or arbitral proceedings from its customers, employees and/or other third parties alleging environmental, safety, data protection, operational or other concerns, nuisance, negligence or failure to comply with laws and regulations as well as agreements. Disputes are generally connected to property restoration projects that have been carried out by the Group several years ago. Hence, it is difficult for the Group to predict when disputes will arise. The risk of claims or legal action also relates to intellectual property rights, such as patents and trademarks, and the Group normally assumes liability for any infringement of third party intellectual property rights in relation to its customers. Any disputes, complaints and proceedings could result in significant costs for the Group and even if successfully resolved without direct adverse financial effect, could have an adverse effect on the Group's reputation among its customers, including presumptive customers, and divert its financial and management resources from more beneficial uses. SUPPORTING MATERIALS | POLYGON 50#52Risk factors (cont'd) Risks relating to the Company's financial situation High level risks Risks relating to goodwill The Group carries goodwill on its balance sheet. As at 30 June 2019, the Group's consolidated balance sheet included EUR 161,860,000 of goodwill mainly relating to acquisitions made by the Group. Potential future acquisitions in line with the Group's growth strategy may increase the goodwill further. It is possible that changes in such circumstances, or in the numerous variables associated with the judgments, assumptions and estimates made by the Group in assessing the appropriate valuation of its goodwill, could in the future require the Group to write down a portion of its goodwill and record related non-cash impairment charges. If the Group were to be required to write down a portion of its goodwill and record related non-cash impairment charges, the Group's financial position and earnings would be adversely affected. Medium level risks Ability to service debt The Group's ability to service its debt, will depend upon, among other things, the Group's future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond the Group's control. If the Group's operating income is not sufficient to service its current or future indebtedness, the Group will be forced to take actions such as reducing or delaying its business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing its debt or seeking additional equity capital. The Group may not be able to affect any of these remedies on satisfactory terms, or at all. This would have an adverse effect on the Group's business, earnings or financial position. The aforementioned applies to both long-term and current liabilities and therefore, both the solidity as the liquidity may be affected in this respect. The Company's dependency on other companies within the Group The Company is a holding company and holds no significant assets other than investments in its subsidiaries. Thus, the Company is dependent upon receipt of sufficient income and cash flow related to the operations and ownership of its subsidiaries. Furthermore, the Company's subsidiaries are legally separate and distinct from the Company and have no obligation to pay amounts due with respect to the Company's obligations and commitments, including the Notes, or to make funds available for such payments. The ability of the Company's subsidiaries to make such payments to the Company is subject to, among other things, the availability of funds and their legal ability to make dividends, which may from time to time be limited by corporate restrictions and local law. Accordingly, there is a risk that the Company is not able to receive funds by way of dividends or other value transfer from one or more of its subsidiaries. A decrease in any such income and cash flow from the Company's subsidiaries may have an adverse effect on the Company's financial position. Risks relating to borrowings by the Group and interest rates The Group has incurred, and may in compliance with the limits according to the Terms and Conditions further incur, financial indebtedness to finance its business operations. Such financing may generate interest costs which may be higher than the gains produced by the investments made by the Group. Borrowing money to make investments and acquisitions will increase the Group's exposure to the loss of capital and higher interest expenses. The Group's borrowings are primarily raised as fixed interest rate notes. However, some of the Group's other borrowings, e.g. a revolving credit facility, carry floating interest rates. Interest rate risk is defined as the risk that changes in interest rates affect the Group's financing costs. The interest rate risk is attributable to the development of current interest rates. Interests on the Group's borrowings from time to time may be subject to fluctuations in the applicable interest rates. The interest rates are affected by a number of factors that are beyond the control of the Group, including, but not limited to, the interest rate policies of governments and central banks. The Group has not entered into any interest rate hedging agreements. The variable rate interest-bearing net liability position for the Group, including cash and bank balances, was approximately EUR 181,600,000 as at 31 December 2018. An increase in interest rates would entail an increase in the Group's interest obligations and affect its profitability. The Group estimates that an increase of 1 per cent of the market interest as at 31 December 2018, would have adversely affected the Group's annual net interest expenses with approximately EUR 2,100,000, assuming that the Group's duration and funding structure remain constant during the year. Failure by the Group to comply with the terms (including financial covenants) of its financing arrangements may result in default under a credit agreement, which may have an adverse effect on the Group's business, earnings or financial position. SUPPORTING MATERIALS | POLYGON 51#53Risk factors (cont'd) Risks relating to liquidity Liquidity risk refers to the risk that the Group does not have cash or credit facilities to cover its payment commitments and obligations, including interest payments, without the cost of obtaining cash increasing significantly. The Group's available liquidity as at 31 December 2018 amounted to EUR 69,100,000 in the form of cash and cash equivalents and unused credit facilities. The banks and other credit institutions could terminate existing loans and credits as well as revoke given promises of credits, in the event that the Group finds itself in a weak financial position. There is a risk that the Group's liquidity sources prove to be insufficient, which could have an adverse effect on the financial position of the Group. Low level risks Credit and counterparty risks Where there is a risk that the Group's counterparties will be unable to fulfil their financial obligations towards the Group, the Group is exposed to a credit risk. The accounts receivable for the Group amounted to EUR 95,323,000 as at 30 June 2019. The Group's current and potential customers and other counterparties may as a consequence of financial and operational challenges end up in a financial situation where they cannot pay the agreed fees or other amounts owed to the Group as they fall due, or at all, or otherwise abstain from fulfilling their obligations, which in turn could lead to credit losses and require the Group to raise additional capital or obtain alternative financing to meet its obligations under any financing arrangements. An increase in credit losses or if the Group's counterparties are not able to fulfil these obligations towards the Group, it could adversely affect the Group's earnings or financial position. Currency risk The Group is exposed to foreign exchange rate risks, both translation risks and transaction risks arising from fluctuations in currency exchange rates. Since the Group operates in various countries, a portion of its expenses and sales are in currencies other than EUR, principally Swedish krona, Norwegian krona, Danish krona, Pound sterling, Canadian dollar, Singapore dollar and US dollar. Typically, the Group's costs and the corresponding sales are denominated in the same currency for each subsidiary. However, the Group presents its consolidated financial statements in EUR. As a result, the Group must translate the assets, liabilities, revenue and expenses of all of its operations with functional currencies other than EUR into EUR at then-applicable exchange rates. Consequently, increases or decreases in the value of the currency EUR may affect the value of these items with respect to the Group's non-EUR businesses in its consolidated financial statements, even if their values have not changed in their original currency. These translations could significantly affect the comparability of the Group's results between financial periods or result in significant changes to the carrying value of the Group's assets, liabilities or equity. The below table shows the effect of changes in foreign exchange rates on the net assets of Group subsidiaries in selected currencies. Changes in exchange rates Effect on the net assets of the Company's subsidiaries in EUR, 2018. USD +10/-10% 480,000 NOK 10/ 10 % 361,000 GBP +10/-10 % 614,000 SEK+10/-10% 665,000 SUPPORTING MATERIALS | POLYGON 52#54Risk factors (cont'd) Risks related to the nature of the notes Medium level risks Risks related to early redemption and partial repayment of the Notes Under the Terms and Conditions the Company has reserved the possibility to redeem all (or in connection with an Equity Listing Event or a Change of Control Event, part of the) outstanding Notes before the final redemption date. If the Notes are redeemed before the final redemption date, the Noteholders have the right to receive an early redemption amount which exceeds the nominal amount in accordance with the Terms and Conditions. However, there is a risk that the market value of the Notes is higher than the early redemption amount and that it may not be possible for Noteholders to reinvest such proceeds at an effective interest rate as high as the interest rate on the Notes and may only be able to do so at a significantly lower rate. In addition, a partial repayment of the Notes may affect the liquidity of the Notes and may have an adverse effect on the market value of the Notes which could result in difficulties for Noteholders to sell the Notes (at all or at reasonable terms). Credit risks Investors in the Notes carry a credit risk relating to the Group. Investors' ability to receive payment under the Notes is dependent on the Company's ability to meet its payment obligations, which in turn is largely dependent upon the performance of the Group's operations and its financial position. The Group's financial position is affected by several factors of which some have been mentioned above. There is a risk that an increased credit risk will cause the market to charge the Notes a higher risk premium, which will affect the Notes' value negatively. Another aspect of the credit risk is that if the financial position of the Group deteriorates, it will reduce the Group's possibility to receive debt financing at the time of the maturity of the Notes. Ability to comply with the Terms and Conditions The Group is required to comply with the Terms and Conditions, inter alia, to pay interest under the Notes. Events beyond the Group's control, including changes in the economic and business conditions in which the Group operates, may affect the Group's ability to comply with, among other things, the undertakings set out in the Terms and Conditions. A breach of the Terms and Conditions could result in a default under the Terms and Conditions, which could lead to an acceleration of the Notes, resulting in the Company having to repay the Noteholders at the applicable call premium. It is possible that the Company will not have sufficient funds at the time of the repayment to make the required redemption of the Notes. Interest rate risks The Notes' value depends on several factors, one of the most significant over time being the level of market interest. Investments in the Notes involve a risk that the market value of the Notes will be adversely affected by changes in market interest rates. Low level risks Majority owner The Sponsor indirectly controls 100 per cent of the shares in the Company. Following any potential change of control in the Company, the Company may be controlled by a majority shareholder whose interest will conflict with those of the Noteholders, particularly if the Group encounters difficulties or is unable to pay its debts as they fall due. A majority shareholder has legal power to control a large amount of the matters to be decided by vote at a shareholders' meeting. For example, a majority shareholder will have the ability to elect the board of directors. Furthermore, a majority shareholder may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, although such transactions would involve risks to the Noteholders. There is nothing that prevents a shareholder or any of its affiliates from acquiring businesses that directly compete with the Group. If such an event were to arise, it could have a material adverse effect on the Group's operations, earnings and financial position. According to the Terms and Conditions, if a change of control event occurs, the Noteholders have a right to request a prepayment of the Notes (put options). Please see below section "Put option" regarding potential consequences of a change of control event occurring and the risk that the Company does not have enough liquidity to repurchase the Notes if the Noteholders exercise that right. SUPPORTING MATERIALS | POLYGON 53#55Risk factors (cont'd) Put options According to the Terms and Conditions, the Notes are subject to prepayment at the option of each Noteholder (put options) if: I. II. prior to initial public offering of the shares in either the Company or the Unrestricted Guarantor, after which such shares shall be quoted, listed, traded or otherwise admitted to trading on a Regulated Market (an "Equity Listing Event"), any event where the Sponsor directly or indirectly ceases to own more than 50 per cent of the shares and votes of the Company; and upon, and at any time following an Equity Listing Event, any event where one or more persons, not being the Sponsor, acting in concert, acquire control over the Company and where "control" means (a) acquiring or controlling, directly or indirectly, more than fifty (50) per cent. of the voting shares of the Company, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Company, and "acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Company by any of them, either directly or indirectly, to obtain or consolidate control of the Company. There is a risk that the Company will not have sufficient funds at the time of such prepayment to make the required prepayment of the Notes which could adversely affect the Company, e.g. by causing insolvency or an event of default under the Terms and Conditions, and thus adversely affect all Noteholders and not only those that choose to exercise the option. Risks relating to the clearing and settlement in Euroclear Sweden AB's book-entry system The Notes will be affiliated to Euroclear Sweden AB's account-based system, and no physical notes will be issued. Clearing and settlement relating to the Notes is carried out within Euroclear Sweden AB's book-entry system as well as payment of interest and repayment of the principal. Investors are therefore dependent on the functionality of Euroclear Sweden AB's account-based system and any problems thereof could have an adverse effect on the payment of interest and repayment of principal under the Notes. Risks related to security Medium level risks Risks relating to the transaction security and the guarantees Although the Company's obligations under the Notes and certain other obligations of the Group towards the Noteholders and certain other creditors (jointly the "Secured Parties") are secured by pledges over the shares in the Company and certain Group Companies as well as security over intercompany loans between Group Companies and, to a certain extent, guaranteed, it is not certain that the proceeds of any enforcement sale of the security assets and claims under the guarantees would be sufficient to satisfy all amounts then owed to the Secured Parties. Furthermore, if the Company issues additional Notes, there is a risk that the security position of the current Noteholders will be impaired. The Noteholders and the other Secured Parties will be represented by a security agent (the "Security Agent", currently being Intertrust (Sweden) AB) in all matters relating to the transaction security. There is a risk that the Security Agent, or anyone appointed by it, does not properly fulfil its obligations in terms of perfecting, maintaining, enforcing or taking other necessary actions in relation to the transaction security. Further, the transaction security is subject to certain hardening periods during which times the Secured Parties do not fully, or at all, benefit from the transaction security. Subject to the terms of the Intercreditor Agreement (as defined below), the Security Agent is entitled to enter into agreements with the Group or third parties or to take any other actions necessary for the purpose of maintaining, releasing or enforcing the transaction security and the guarantees or for the purpose of settling, among others, the Noteholders' rights to the security and the guarantee. The Group is permitted to make certain non-distressed disposals in case of which the Security Agent shall release security in accordance with the Intercreditor Agreement which may impair the Secured Parties security interest. If the Company would be unable to make repayment under the Notes and a court were to render a judgment that the security granted in respect of the Notes were unenforceable, there is a risk that the Noteholders would find it difficult or impossible to recover the amounts owed to them under the Notes. Therefore, there is a risk that the security granted and the guarantees issued in respect of the Notes are ineffective with regard to any of the Company's obligations under the Notes in the event the Company becomes insolvent. Risks relating to enforcement of the transaction security In accordance with the Intercreditor Agreement, the Noteholders will receive proceeds from an enforcement of the transaction security only after the obligations of other Secured Parties secured on a super senior basis have been repaid in full. SUPPORTING MATERIALS | POLYGON 54#56Risk factors (cont'd) If a subsidiary, which shares have been pledged in favour of the Secured Parties is subject to any foreclosure, dissolution, winding-up, liquidation, recapitalisation, administrative or other bankruptcy or insolvency proceedings, the shares that are subject to such share pledge may then have limited value because all of the subsidiary's obligations must first be satisfied, potentially leaving little or no remaining assets in the subsidiary for the Secured Parties. As a result, the Secured Parties may not recover full value (or any value in the case of an enforcement sale) of the shares. In addition, the value of the shares subject to pledges may decline over time. Furthermore, the value of the intercompany loans, which are subject to security in favour of the Secured Parties, is largely dependent on the relevant debtor's ability to repay such intercompany loans. Should the relevant debtor be unable to repay its debt obligations upon an enforcement of a pledge over the intercompany loan, the Noteholders may not recover the full or any value of the security granted over the intercompany loan. If the proceeds of an enforcement are not sufficient to repay all amounts due under or in respect of the Notes, then the Noteholders will only have an unsecured claim against the Company and its remaining assets (if any) for the amounts which remain outstanding under or in respect of the Notes. Corporate benefit limitations in providing security and guarantees for third parties Some of the security granted pursuant to the Terms and Conditions is granted by subsidiaries of the Company. If a limited liability company guarantees or provides security for another party's obligations without deriving sufficient corporate benefit therefrom, the granting of the guarantee or security will require the consent of all shareholders of the grantor and will only be valid up to the amount the company could have distributed as dividend to its shareholders at the time the guarantee or the security was provided. If no corporate benefit is derived from the provided guarantee or security, such guarantee or security will be limited in validity. Consequently, the security granted by a subsidiary of the Company could therefore be limited, which would have an adverse effect on the Secured Parties' security position. Risks related to the intercreditor arrangements The Company have incurred additional debt under a super senior revolving credit facility (the "Super Senior RCF") which, in accordance with the terms of the Intercreditor Agreement (as defined below), ranks senior to the Notes. Further, the Company may incur certain additional financial indebtedness which will benefit from the same security and hence rank pari passu with the Notes. The relation between the Secured Parties is governed by an intercreditor agreement (the "Intercreditor Agreement") between, among others, the Company, the Security Agent and the Secured Parties. The Security Agent shall take enforcement instructions primarily from the agent (representing the Noteholders) (the "Agent"). However, if the Agent wish to take enforcement actions, consultation with the other Secured Parties must (if not agreeing upon the proposed enforcement actions) first take place for a period of 30 days after which the Agent (representing the Noteholders) may instruct the Security Agent to take such actions. The other Secured Parties may thus delay enforcement which in the Noteholders' view is necessary. Furthermore, it is possible that the Security Agent will act in a manner that is not preferable to the Noteholders. In some situations (for example where another Secured Party has requested enforcement actions to be taken but the Noteholders have not provided any enforcement instruction to the Security Agent within three months after the end of the 30 day consultation period, or where the Noteholders' requested enforcement actions have not resulted in any enforcement proceeds becoming available for the Security Agent), the other Secured Parties may give enforcement instructions to the Security Agent. If the outstanding obligations of the Group towards other Secured Creditors than the Noteholders increase, there is a risk that the security position of the Noteholders is impaired. Furthermore, there is a risk that the security will not at all times cover the outstanding claims of the Secured Creditors. The Intercreditor Agreement also contains provisions regarding the application of proceeds from an enforcement of security where any agent will receive payments first, secondly any creditor under any super senior debt (including liabilities under super senior hedges), thirdly any creditor pro rata under any senior debt (including the Noteholders) and lastly any creditor under any shareholder, intercompany and subordinated debt. There is a risk that the enforcement proceeds will not be sufficient in order for the Company to satisfy the waterfall provisions above. Subject to the prior consent of the agent representing the RCF Creditor, the pledged intragroup loans may be converted to equity and/or repaid and therefore released from the transaction security. Since the Noteholder will receive proceeds from any enforcement only after the obligations of the RCF Creditor and any hedging providers secured on a super senior basis have been repaid in full, there is a risk that the agent representing the RCF Creditor consents to such conversion or prepayment in a manner that may be detrimental to certain Noteholders and their interests, resulting in the Noteholders losing a direct claim against the relevant debtor under such intragroup loan. Security over assets granted to third parties The Group may, subject to certain limitations from time to time, incur additional financial indebtedness and provide additional security for such indebtedness. If security is granted in favour of a third party the Noteholders will, in the event of bankruptcy, reorganisation or winding-up of the Company, be subordinated in right of payment out of the assets being subject to security provided to such third party debt provider. In addition, if any such third party debt provider holding security provided by the Group were to enforce such security due to a default by any Group Company under the relevant finance documents, such enforcement could have a material adverse effect on the Group's assets, operations and, ultimately, the financial position of the Noteholders. SUPPORTING MATERIALS | POLYGON 55#57Risk factors (cont'd) Risks related to the noteholders rights and representation Low level risks The rights of Noteholders depend on the Agent's actions and financial standing By subscribing for, or accepting the assignment of, any Note, each Noteholder will accept the appointment of the Agent to act on its behalf and to perform administrative functions relating to the Notes. The Agent shall have, among other things, the right to represent the Noteholders in all court and administrative proceedings in respect of the Notes. However, the rights, duties and obligations of the Agent as the representative of the Noteholders will be subject to the provisions of the Terms and Conditions, and there is no specific legislation or market practice in Sweden (under which laws the Terms and Conditions are governed) which would govern the Agent's performance of its duties and obligations relating to the Notes. There is a risk that a failure by the Agent to perform its duties and obligations properly or at all will adversely affect the enforcement of the rights of the Noteholders. The Agent may be replaced by a successor Agent in accordance with the Terms and Conditions. Generally, the successor Agent has the same rights and obligations as the retired Agent. It may be difficult to find a successor Agent with commercially acceptable terms or at all. Further, there is a risk that that the successor Agent would breach its obligations under the above documents or that insolvency proceedings would be initiated against it. There is a risk that materialisation of any of the above risks will have a material adverse effect on the enforcement of the rights of the Noteholders and the rights of the Noteholders to receive payments under the Notes. Noteholders' meetings The Terms and Conditions include certain provisions regarding Noteholders' meeting, or written procedures. Such meetings, or written procedures, may be held in order to resolve on matters relating to the Noteholders' interests. The Terms and Conditions will allow for stated majorities to bind all Noteholders, including Noteholders who have not taken part in the meeting, or written procedure, and those who have voted differently to the required majority at a duly convened and conducted Noteholders' meeting, or written procedure. Consequently, there is a risk that the actions of the majority in such matters will affect a Noteholder's rights in a manner that is undesirable for some of the Noteholders. No action against the Company and Noteholders' representation In accordance with the Terms and Conditions, the Agent will represent all Noteholders in all matters relating to the Notes and the Noteholders are prevented from taking actions on their own against the Company or any other Group Company. Consequently, individual Noteholders do not have the right to take legal actions to declare any default by claiming any payment from or enforcing any security granted by the Company or any other Group Company and may therefore lack effective remedies unless and until a requisite majority of the Noteholders agree to take such action. However, there is a risk that an individual Noteholder, in certain situations, would attempt to bring its own action against the Company or any other Group Company (in breach of the Terms and Conditions), which could negatively affect an acceleration of the Notes or other action against the Company or any other Group Company. To enable the Agent to represent Noteholders in court, the Noteholders and/or their nominees may have to submit a written power of attorney for legal proceedings. The failure of all Noteholders to submit such a power of attorney could negatively affect the legal proceedings. Under the Terms and Conditions, the Agent will in some cases have the right to make decisions and take measures that bind all Noteholders. Consequently, there is a risk that the actions of the Agent in such matters will affect a Noteholder's rights under the Terms and Conditions in a manner that is undesirable for some of the Noteholders. Risks relating to the financial standing of the Group High level risks Refinancing risk The Group may be required to refinance certain or all of its outstanding debt, including but not limited to the Notes and the Super Senior Revolving Credit Facility. The Group's ability to successfully refinance its debt depends, among other things, on the conditions of the debt markets and the Group's own financial condition at such time. Even if the debt markets improve, there is a risk that the Group's access to financing sources will not be available on favourable terms, or at all. If the Group is unable to refinance its debt obligations on favourable terms, or at all, it would have a material adverse effect on the Group's business, financial condition and results of operations and on the Noteholders' recovery under the Notes. SUPPORTING MATERIALS | POLYGON 56#58Risk factors (cont'd) Medium level risks Structural subordination and insolvency of subsidiaries All assets, with the exception of certain intellectual property rights, are owned by and all revenues are generated in subsidiaries of the Company. The subsidiaries are legally separated from the Company and have no obligation to make payments to the Company of any surpluses generated from their business. The subsidiaries' ability to make payments to the Company is restricted by, among other things, the availability of funds, corporate restrictions and local law restrictions (for example limitations on value transfers). There is a risk that the Company is not able to receive funds by way of dividends or value transfer from one or more subsidiary, this will affect the Company's ability to service its payment obligations under the Notes which would have a material adverse effect on the Company's business, financial position, earnings and result. The Noteholders (and the other Secured Parties) benefit from guarantees provided by certain of the Company's subsidiaries. In the event of insolvency, liquidation or a similar event relating to one of the Guarantors, all other creditors of such subsidiary would be entitled to payment out of the assets of such subsidiary with the same priority as the Secured Parties to the extent that the guarantees are valid (see further under "Security over assets granted to third parties"). In case of an insolvency event in a subsidiary not being a Guarantor, an entity within the Group, as a shareholder, or the Secured Parties as secured parties in relation to a pledge over the shares in such subsidiary, would be entitled to any payments only after the other creditors have received full payment for their claims. Thus, the Notes are in the latter case structurally subordinated to the liabilities of such subsidiaries to the extent there is no provision for a prioritised position. The Group and its assets may not be protected from any actions by the creditors of any subsidiary of the Group, whether under bankruptcy law, by contract or otherwise. In addition, defaults by, or the insolvency of, certain subsidiaries of the Group could result in the obligation of the Group to make payments under parent company financial or performance guarantees in respect of such subsidiaries' obligations or the occurrence of cross defaults on certain borrowings of the Group. Ability to service debt The Company's ability to service its debt under the Notes will depend upon, among other things, the Group's future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond the Group's control. If the Group's operating income is not sufficient to service its current or future indebtedness, the Group will be forced to take actions such as reducing or delaying its business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing its debt or seeking additional equity capital. There is a risk that the Group will not be able to affect any of these remedies on satisfactory terms, or at all. This would have a negative effect on the Group's operations, earnings, results and financial position. Exits and Change of Control Private equity funds make investments with the objective of exiting the investment within a certain time frame. As part of their investment strategy, private equity funds take an active role in managing their portfolio companies. Pursuant to the Terms and Conditions, the Sponsor may make an exit by way of a private sale or an initial public offering of the shares in the Company without the Noteholders being entitled to have their Notes repurchased, provided that (i) before an Equity Listing Event, the Sponsor holds more than fifty (50) per cent. of the voting shares of the Company or (ii) after an Equity Listing Event, the Sponsor holds more than fifty (50) per cent. of the voting shares of the Company. There is a risk that such exit may adversely affect the market price of the Notes SUPPORTING MATERIALS | POLYGON 57#59Definitions Sales Pro forma sales EBITDA Adjusted EBITDA Adjusted EBITDA margin Pro forma adjusted EBITDA Net Working Capital (NWC) Change in NWC Capital expenditures (Capex) Maintenance capex Growth capex Operating Free Cash Flow before growth capex Operating Free Cash Flow Operating Free Cash Flow margin Discontinued operations Acquired sales Organic growth Adjusted organic growth Total Senior Debt Total Net Senior Debt Items affecting comparability (IAC) LTM Sales net of VAT and discounts Sales net of VAT and discounts pro forma adjusted for acquisitions Earnings before interest, tax, depreciation and amortisation Earnings before interest, tax, depreciation and amortisation before IAC Adjusted EBITDA as percentage of sales Earnings before interest, tax, depreciation and amortisation before IAC pro forma adjusted for acquisitions Net of working capital items Change in net of working capital items between periods in time Resources used to maintain and acquire intangible assets and property, plant and equipment that are capitalised Resources used to maintain assets that are capitalised Resources used to acquire assets that are capitalized Adjusted EBITDA plus/minus Change in NWC minus Maintenance capex Adjusted EBITDA plus/minus Change in NWC minus Capex Operating Free Cash Flow as percentage of Adjusted EBITDA Discontinued PDR operations in the US Sales contributed by acquired companies based on annual sales of the acquired company at acquisition Business expansion generated within the existing company excluding the impact of foreign exchange Business expansion generated within the existing company excluding the impact of foreign exchange and adjusted to comparable business Interest-bearing debt (excluding pension and leasing debts) Net interest-bearing debt (excluding pension and leasing debts) minus cash and cash equivalents Items attributable to capital gains/losses, impairment, restructuring, redundancy costs and other material nonrecurring items Last twelve months Source: Company information SUPPORTING MATERIALS | POLYGON 58