Telia Company Mergers and Acquisitions Presentation Deck

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Communication

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July 2018

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#1Telia Company PIONEERS IN BRINGING TRUE CONVERGENCE TO NORDIC CUSTOMERS 20 July, 2018#2TRANSACTION SUMMARY STRATEGIC RATIONAL 2 VALUE FINANCIAL EFFECTS BALANCE SHEET IMPACT CONDITIONS TIME TABLE ● ● ● ● ● ● ● By combining Bonnier Broadcasting's competence and portfolio within domestic content and Telia's award winning TV service and first class network we create a unique converged player in the Nordic region SEK 9.2 billion on a cash and debt free basis with a additional purchase price of maximum SEK 1 billion Implies EV/EBIT, including full run rate synergies of 7.7x* Earnings and cash flow accretive to Telia Company post closing Operational free cash flow contribution of SEK 0.6 billion standalone and SEK 0.5 billion net of synergies and integration costs 2020 Total consideration to be financed using cash on balance sheet Net debt to EBITDA impact 0.2x Subject to approval from EU Competition Authority Expected closing in H2 2019 *Based on last twelve months as of 31 March 2018#31 2 3 REDEFINING THE INDUSTRY ON CUSTOMERS' TERMS CONVERGENCE BELIEVERS AND CUSTOMER CHAMPIONS CONTENT IS A SCALE GAME EARNINGS AND CASH FLOW ACCRETIVE ● ● ● Telia Company leading the way in convergence and fulfilling customer demand With around 7.5 million B2C customers in Sweden and Finland we know what customers want and we can deliver Leverage brand and customer relations as well as utilize data analytics and customer knowledge to offer a unique and personalized service to our customers ● Great potential combining Telia Company's B2C sales engine with Bonnier Broadcasting's attractive content Content costs largely fixed, implies significant operational leverage opportunity Bonnier Broadcasting is EPS and cash flow accretive stand alone basis - adding SEK 0.6 billion in cash flow by 2020 (SEK 0.5 billion net of synergies) • Full run rate synergies of SEK 0.6 billion from 2022 gradually improving. No change to capital allocation commitments and supportive for ambition of growing dividend over time#4VALUE FROM OWNING CONTENT SECURE KEY CONTENT, NOW AND FOR THE FUTURE MONETIZE ON VIDEO ACROSS THE ENTIRE MARKET, NOT JUST OUR CUSTOMERS 照 € BE PART OF THE RESHAPING MEDIA VALUE CHAIN ON OUR TERMS ▶ ENHANCE CUSTOMER EXPERIENCE WITH DATA ANALYTICS INTO UNIQUE OFFERINGS ♫l A:#5BONNIER BROADCASTING AT A GLANCE mtv COMPANY C MORE LO 4 ► TV4 Play mtv KATS MO DESCRIPTION Number 1 commercial broadcaster in Sweden CSOV*: 38% 2017** ** Wide range of attractive quality content with key strength in domestic series, entertainment and news Main brands: TV4, Sjuan and TV12 TV4 Play: More registered users than any other service in Sweden Fastest growing SVOD service C More growing twice as fast as the SVOD market Q1 2018 y-o-y Pay TV channels and SVOD services in Sweden, Finland and Denmark Key strength in domestic content incl. movies, TV series, drama and sport Several hundred thousands SVOD customers and even more pay-TV customers Number 1 commercial broadcaster in Finland CSOV*: 36% 2017 Wide range of attractive quality content with key strength in domestic series, entertainment and news Main brands: MTV3, SUB and AVA Katsomo: Widely used online TV service *CSOV=Commercial share of viewing Source MMS, among age group 15-59 years TOP FORMATS Sa Mycket Battre Idol LET'S DANCE Nyhetsmorgon SHL BE CK UEFA NATIONS LEAGUE CHAMPIONS LEAGUE FE Formeln & 4 NYHETERNA PUTOUS UUTISET HUOMENTA SUOMI I I#6TELIA - A LEADING TV DISTRIBUTOR ● ● MOST SATISFIED TV CUSTOMERS TELIA SVERIGES NÖJDASTE PRIVATKUNDER DIGITAL-TV 2017 SKI SVENSKT KVALITETSINDEX 1.8 million TV customers 100 channels 1 app TELIA SVERIGES NÖJDASTE PRIVATKUNDER DIGITAL-TV 2016 SKI SVENSKT KVALITETSINDEX GROWING TV CUSTOMER STOCK (000,) 2 000 1 800 1 600 1 400 1 200 1 000 800 600 400 200 0 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 ■TV customers#7TV4 IN MORE DETAIL MOST ATTRACTIVE CONTENT The most popular commercial TV shows are all at TV4* No of viewers ('000) 7 1200 4 1000 800 600 400 200 0 Source: MMS 35% 44 #1 #2 #3 #4 #5 #6 #7 #8 #9 #10 2013 ■TV4 Source: MMS 4 38% 2014 2015 2016 2017 ■ Player 2 Player 3 Others Steady growth in CSOV * June 2018 R12, excluding the public service channels (SVT1 & SVT2) as well as various sport events TOTAL TV POLE POSITION 20 15 10 5 0 -5 -10 -15 2007 2008 2009 2010 Growth in number of daily viewers Q1 2018 39% TV4 ad revenue growth (%) 13% 2011 Good track record of growing ad revenues 2012 2013 2014 2015 61% 2016 Premium position in ad market shift Dom.* Int** #1 ▶TV4 Play AVOD AVOD Source: Media Vision - Number of daily viewers Q1 2018 #2 2017 *TV4 Play, Aftonbladet TV, Viafree, Expressen TV and D Play ** Facebook and YouTube COST CONTROL & LEVERAGE SEK in billions SEK in billions 3 2 4 3 Revenues 2 I 2015 +5.5% Leverage from growth in revenues, content cost management and stable other costs 2015 2016 2016 2017 ■Costs R12 2017 R12#8C MORE IN MORE DETAIL NEW STRATEGY SUCCESSFUL SVOD OUTPACES PAY TV ● ● ● Subscriptions New strategy implemented 2013 2014 2015 2016 2017 Q1 2018 Fastest growing SVOD service in Sweden for three years C More and TV4 in closer co-operation Improved content portfolio management CAGR 2015-18 (%) ● ● 16% Source: Media Vision, PTS ● 1% ■SVOD market Pay TV market SVOD growth driven by customer changing behavior C More to benefit Increased demand for domestic content Improved platform MATERILIAZING ON REVENUES ● ● SEK in billions 2.0 1.5 1.0 0.5 Revenues IIII 2015 2016 2017 R12 Q1 2018 Volume driven growth Synergies from TV4 co-operation and volume growth not fully realized#9MTV IN MORE DETAIL TOUGHER AD MARKET ● ● 9 CAGR 2015-18 (%) 12% -2% AVOD ad market Linear TV ad market Source: Media Vision, Ficora Ad market lagging Sweden AVOD less than 10 percent of total market vs 25 percent in Sweden A relatively weak macro development also impacts MTV largest commercial broadcaster SVOD GAINING MOMENTUM CAGR 2015-18 (%) 38% 1% ■SVOD market Pay TV market Source: MediaVision, Ficora SVOD growth driven increased willingness to pay Similar growth domestic SVOD vs international SVOD STRONGER TOGETHER CHAMPIONS LEAGUE UUTISET TEAM PASS LIIGA PASS GAME PASS PUTOUS FE HUOMENTA SUOMI ASSEMBLY KXL H NHL Strengthened offering when combining MTV and Telia together with partners#10FINANCIAL OVERVIEW - BONNIER BROADCASTING FINANCIAL OVERVIEW SEK in billions 10 7.4 0.3 2016 7.4 0.4 Net sales 2017 Q1 2018 R12 7.5 EBIT 0.6 FINANCIAL BREAKDOWN SEK in billions NET SALES TV4 - C MORE MTV OTHER EBIT TV4 - C MORE MTV OTHER 2016 7.4 4.2 1.5 1.8 0.0 0.2 0.7 -0.4 -0.1 0.0 2017 7.4 4.4 1.6 1.7 -0.2 0.4 1.0 -0.4 -0.3 0.0 2018 R12 Q1 7.5 4.4 1.6 1.7 -0.2 0.6 1.1 -0.3 -0.3 0.0 • Scale and increased efficiency in content management lead to earnings growth OPERATIONAL CASH FLOW SEK in billions 0 2016 0.3 2017 0.3 Q1 2018 R12#11EBITDA SYNERGIES OF SEK 0.6BN IN 2022 ● 11 ((:)) TV ENHANCING OUR CORE (SEK 350 MILLION) Content ownership - flexibility for packaging State of the art user experience Potential to monetize premium service 8 ● BB -5ppt Churn ■TV+BB 5 ppt lower churn Proves significant potential to take down SAC/SRC Monetize better on our connectivity MORE OF CMORE/TV4 PLAY (SEK 150 MILLION) ● ● C More ≈6.0 Telia C More/TV4 Play upsell to Telia customers OTT upsell to new customers ● ● COSTS (SEK 100 MILLION) Common tech & development Insourcing Other Platform consolidation Reduce number of third parties Consolidate systems#12SIZEABLE SYNERGIES SYNERGY RUN-RATE TARGET OF SEK 0.6 BILLION IN 2022 GRADUAL INCREASE IN SYNERGIES 2020-2022 AGGREGATED INTEGRATION COSTS OF SEK 0.4 BILLION 2020-2021 12 EBITDA SYNERGY DEVELOPMENT In SEK billion, run-rate 2020 SEK 0.6 BILLION 2021 2022#13FINANCIALLY ACCRETIVE TRANSACTION 2017 (SEK BILLION) Revenues 13 EBIT (margin) EBITDA-CAPEX (cash conversion) 2017 (SEK BILLION) EPS (SEK) Op FCF* (cash conversion) TELIA COMPANY** 79.8 *Telia definition ** Continuing operation, excluding GET/TDC Norway ***Post tax 13.8 17.3% 10.3 41.0% TELIA COMPANY** 1.92 9.7 38.4% BONNIER BROADCASTING 7.4 0.4 5.2% 0.4 82.4% BONNIER BROADCASTING 0.06 0.3 66.2% FULL RUN-RATE SYNERGIES n.a 0.6 0.6 FULL RUN-RATE SYNERGIES*** 0.11 0.5 COMBINED PRO FORMA >87.2 14.8 n.a 11.3 43.1% COMBINED PRO FORMA 2.08 (+8.6%) 10.4 (+7.3%) 39.7%#14PROCESS AHEAD 14 ANNOUCEMENT & NOTIFICATION ● Phase 1 investigation ● Telia announces intention to acquire Bonnier Broadcasting EU Commission is notified and initiates phase I investigation Potential phase 2 investigation PHASE 1 DECISION Following discussions, EU Commission informs whether merger is cleared or phase II investigation is required PHASE 2 DECISION ● EU Commission informs whether merger is cleared and any potential remedies#15GREAT VALUE CREATIVE COMBINATION ● ● 15 CONVERGENCE BELIEVERS & CUSTOMER CHAMPIONS Strong combination Improved converged offerings More personalized products and services Leverage brands and existing customer relations STAGE 1 CONTENT MOBILE FRED PLAYERS TV & BROADBAND MOBLE PLAYERS STAGE 2 PURE OF PLAYERS CONTENT OWNERS CONVERGENT PLAYERS STAGE 3 SUPERIOR CONVERGENT OFFERING EN 26 a B ● ● ● STRONG STAND ALONE Superior Total-TV position with great domestic content Well positioned in shifting market Strong operational leverage New strategy yielding SEK 0.6 billion in cash flow contribution by 2020 stand alone, SEK 0.5 billion net of synergies and integration costs. 4 C MORE mtv ● Sizeable synergies ● SIZEABLE SYNERGIES ● Enhancing our core incl churn reduction Improved market reach Common costs EV/EBIT of 7.7x including synergies Clear support for growing operational free cash flow NO CHANGE TO CAPITAL ALLOCATION COMMITMENTS - DIVIDEND AND BUYBACKS#16Telia Company Q&A#17FORWARD-LOOKING STATEMENTS 17 Statements made in this document relating to future status or circumstances, including future performance and other trend projections are forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Telia Company.#18MORE TO CUSTOMERS ● NOUDASTE PRIVATKUNCER DIGITAL TV ● 2017 P3 connect BEST IN TEST TELIA 10/2017 OSKI MOBILE BENCHMARK SWEDEN TELIA COMPANY Most satisfied TV customers and best network Large existing base to leverage Strong retail presence Leading brand NEW OPPORTUNITIES Content ownership enables flexibility and attractive bundles for our customers Combining video, connectivity and data in new bundled offerings - easy and convenient State of the art user experience and knowledge fulfilling future customer needs 18 BO (. + BONNIER BROADCASTING Leading provider of attractive content Strong brands and market position in both traditional TV and OTT Best in class TV expertize ● ● 4 C MORE (mtv) NEW SERVICES AND REVENUES Securing high quality domestic content to our customers A personalized experience based on data analytics and customer insights – relevant offerings, recommendation and features A unique TV service including previews, extra material and new features with freedom of how, when and where to consume content#19TELIA COMPANY DRIVING CONVERGENCE STAGE 1 CONTENT TV & BROADBAND 19 NON-CONVERGENT FIXED PLAYERS MOBILE NON-CONVERGENT MOBILE PLAYERS | I STAGE 2 PURE OTT PLAYERS/ CONTENT OWNERS CONVERGENT PLAYERS | | 1 | STAGE 3 SUPERIOR CONVERGENT OFFERING at&t DIRECTV. SATELLITE ELE TimeWarner COMCAST NBC a altice Media Capital vivendi TELECOM ITALIA MEDIASET#20CONVICTION ON VALUE CREATION 4 C MORE 20 mtv KATS MO 4 PLAY mtv + SYNERGIES SEK 0.6 BILLION, FULL RUN RATE 2022 + OPERATIONAL LEVERAGE SEK 0.5 BILLION CASH FLOW CONTRIBUTION 2020 VALUE CREATION THROUGH CASH FLOW ACCRETION NO CHANGE TO CAPITAL ALLOCATION COMMITMENTS - DIVIDEND AND BUYBACKS

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