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ABB's Growth Strategy for MetroCast

1 2 3 TRANSACTION OVERVIEW ACQUISITION BY ATLANTIC BROADBAND ("ABB") OF ALL CABLE SYSTEMS OWNED BY HARRON COMMUNICATIONS • Harron Communications is a family-owned cable operator operating under the brand name "MetroCast" with 232,761 PSUs (1) Incumbent provider of Internet, video and telephony services in New Hampshire, Maine, Pennsylvania, Maryland and Virginia, which are complementary to ABB's Eastern U.S. operations US$1.40 BILLION PURCHASE PRICE, US$1.09 BILLION NET OF TAX BENEFITS • Cash-free, debt-free basis •⚫ Purchase of assets, creating tax benefits with a present value of US$310 million (2) • 9.0x CY2017E Adjusted EBITDA purchase price multiple on a tax-adjusted basis (3) FULLY COMMITTED FINANCING MAINTAINS COGECO COMMUNICATIONS' ("COGECO") STRONG FINANCIAL POSITION • US$1.7 billion Term Loan B and US$150 million Revolving Credit Facility at ABB(4) • US$315 million equity investment in ABB's holding company from Caisse de dépôt et placement du Québec ("CDPQ") for a 21% interest. CDPQ's equity investment reflects a tax-adjusted multiple of 8.8x CY2017E Adjusted EBITDA (5), which highlights the value of our combined U.S. Cable assets • Cogeco's consolidated pro forma net leverage at close is estimated at 3.6x which is intended to preserve its secured debt investment grade rating Assumes present value of tax assets due to step-up, based on illustrative discount rate of 8.0%. FNO TO (1) Includes video, Internet and telephony customers as of March 31, 2017. (2) (3) (4) (5) Based on tax-adjusted purchase price which is net of the US$310 million tax benefits related to the step-up of intangibles in an asset purchase. Refer to page 23 for a detailed explanation on the tax benefits. Includes the refinancing of ABB's existing debt and funding of transaction costs. Entry multiple is net of ABB's pro forma estimated tax assets value of $420 million. Refer to page 23 for a detailed explanation on the tax benefits. ATLANTIC (C>>> COGECO broadband a Cogeco company 5 COMMUNICATIONS

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