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Investor Presentation

Transaction 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
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