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Nordic Service Partners Holding AB ( publ ) Management presentation, May 2015 PowerPoint Presentation
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Nordic Service Partners Holding AB ( publ ) Management presentation, May 2015

Nordic Service Partners Holding AB ( publ ) Management presentation, May 2015

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Nordic Service Partners Holding AB ( publ ) Management presentation, May 2015

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  1. Nordic Service Partners Holding AB (publ) Management presentation, May 2015

  2. Contents

  3. Disclaimer This presentation material (the “Material”) has been prepared by Nordic Service Partners Holding AB (publ) (556534-1970) (the “Company”) solely for use by a limited number of parties in connection with their analysis of presenting a public offer for the company (the “Transaction”) and is provided for information purposes only and is not to be relied upon in substitution for the exercise of independent analysis and judgment. The advisor of the board for the Transaction is SkandinaviskaEnskildaBankenAB (“SEB”). By attending a meeting where this Material is presented, or by reading this Material, you agree to be bound by the following limitations and notifications. This Material is strictly confidential and is being provided to you solely for your information. It may not be disclosed or distributed to the press or any other person and may not be reproduced in any form, in whole or in part. Failure to comply with this restriction may constitute a violation of applicable securities laws. The information provided in this Material has either been obtained from the Company or constitutes publicly available material. Although the Company has endeavoured to contribute towards giving a correct and complete picture of the Company, neither SEB, the Company or any of their respective members, advisors, officers or employees nor any other person can be held liable for loss or damage of any kind, whether direct or indirect, arising from use of this Material or its contents or otherwise arising in connection therewith. An investment in the Company involves a high level of risk and several factors could cause the actual results or performance of the Company to be different from what may be expressed or implied by statements contained in this Material. More specifically, no information in this Material has been independently verified by SEB or its advisors and SEB, the Company or any of their respective members, advisors, officers or employees or any other person assumes no responsibility whatsoever and makes no representation or warranty, expressed or implied, for the contents of this Material, including its accuracy, completeness or verification for any other statement made or purported to be made by any of them, or on their behalf, in connection with the Transaction. SEB is not giving and is not intending to give financial advice to any potential investor, and this Material shall not be deemed to be financial advice from SEB to any potential investor. Under no circumstances is this Material to be used or considered as an offer to sell, or a solicitation of an offer to purchase, any securities or a recommendation to enter into any transaction; nor shall it or any part of it form the basis of or be relied upon in connection with any contract or commitment whatsoever. Before entering into any transaction 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, including the possible risks and benefits of entering into such a transaction. Potential investors should also consider seeking advice from their own advisors in making this assessment, including regarding the legal, tax, financial and other consequences of an investment. This Material has been prepared exclusively for the benefit and internal use of the addressee and no part of this Material or the information it contains may be disclosed, reproduced or redistributed to any other party without the prior written consent of SEB. SEB and the Company are under no obligation to submit further information to potential investors or to update or keep current the information contained herein. Potential investors’ costs in connection with the process shall be borne by the investor. Under no circumstances may the Company or its board of directors or management be contacted by a potential investor without the prior permission of SEB. This Presentation is dated 30 April 2015. Neither the delivery of this Material nor any further discussions of the Company or SEB with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. The Company does not undertake any obligation to review or confirm, or to release publicly or otherwise to investors or any other person, any revisions to the information contained in this Material to reflect events that occur or circumstances that arise after the date of this Material. The Material as well as all other information provided by SEB or the Company shall be governed by and construed in accordance with Swedish law. FORWARD-LOOKING STATEMENTS This Material may contain forward-looking statements that reflect the Company’s current views with respect to certain future events and potential financial performance. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will materialize. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of various factors. To the extent that this Material contains opinions, estimates, forecasts or other forward looking statements, no guarantees or undertakings that these are correct or complete are given by SEB or the Company or any of their respective members, advisors, officers or employees or any other person. Forecasts and assumptions which are subject to economic and competitive uncertainty are outside such person’s control and no guarantee can be given that projected results will be achieved or that outcomes will correspond with forecasts. Information in this Material may be changed, added to or corrected without advance notification.

  4. Contents

  5. Passionate management team with deep industry knowledge NSP CEO since 2009 More than 20 years of experience from the restaurant & the real estate and financial markets Holds an MBA from the Gothenburg School of Economics NSP CFO since 2008 14 years of experience as CFO in public companies, and from business controlling Studied Business Administration and Tax at Stockholm University Morgan Jallinder Chief Executive Officer Johan Wedin Chief Financial Officer • Johan Persson • Chief Operating Officer • Experience from McDonald’s as restaurant manager, district manager and franchise business leader • PatrikEliasson • Chief Information Officer • Over 20 years of experience in IT ranging from small to large companies, and has been with NSP since 2004 • Erika Falkermark • Chief Human Resource Officer • Experience from Scandic Hotels where she worked with education and personnel development in HR, Scandic Business School • JesperHollstrand • Chief Marketing Officer • 9 yearsexperience from McDonald’s whereheworked as project manager in IT and lecturing at McDonald's Business School on costcontrol • Martin Jallinder • Chief Business Development Officer • Previously assistant to the CEO • MSc in Accounting and Financial Management from Stockholm School of Economics

  6. Nordic Service Partners at a glance NSP in brief Group sales and EBITDA margin (SEKm) • NSP is the largest multi franchisee of Burger King restaurants in the Nordic region • The company was founded in 2004 • 61 Burger King restaurants • Sweden - 44 restaurants • Denmark - 17 restaurants • Additional brands in 2014 • KFC • TGI Fridays • NSP is traded on Nasdaq Stockholm since 2008 • About 2,700 shareholders • Market cap of about SEK 225m • NSP holds a board of directors and management with long and relevant experience in the Quick Service Restaurant (QSR)segment 21 28 41 42 42 42 48 55 58 61 No of restaurants Breakdown by geography 2014 Sales EBITDA

  7. Key historical milestones 2004 – 2005 2006 – 2008 2009 – 2010 2011 – 2014 1 2 3 4 Growth Consolidation The foundation Acquisitions and growth • Focus on profitable Burger King restaurants, development of brand name, and Taco Bar • NSP regained profitability in 2009 after a period of heavy investments • Cost savings program put in place in 2008 had an effect of SEK 10m • NSP sold Taco Bar in Q1 2014 • Acquired 4 Burger King restaurants and opened 8 new • Remodeled ~30 of NSP’s existing restaurants • Reached franchise agreements with Yum! Brands and Carlson Companies to launch KFC (Kentucky Fried Chicken) and TGI Fridays (TGIF) in 2014 • NSP acquired Taco Bar with 12 existing restaurants and opened 4 • Acquired 7 of Denmark's existing Burger King restaurants • Established 2 food courts in the Stockholm region • Stock listed on Nasdaq First North • Acquired 9 Burger King restaurants • Acquired the rights for Tasty Thai concept in Sweden and opened 1 Tasty Thai restaurant in Stockholm • Stock listed on Nasdaq Stockholm • Nordic Service Partners was established in 2004 when the Company acquired 21 Burger King restaurants in Sweden from Burger King Corporation • Turnover increased by 14% for the existing restaurants whilst the market grew by 5% • The NSP stock listed at NGM Equity Sales (SEKm)

  8. Contents

  9. Key investment highlights 1 3 Market driven by strong structural trends Proven ability to drive operational excellence 4 Excellent growth pipeline driven by new concepts 2 First class brand portfolio supports NSP’s position in the value chain

  10. 1 Market driven by strong structural trends Growth in Danish consumer spending Growth in Swedish consumer spending (Index 100) (Index 100) Market drivers Growth in population and new customers Continued urbanization Single occupancy Consumers spend less time on preparing food Increasing number of shopping centres and malls Source: Euromonitor

  11. Secure and certify suppliers • Purchase • Franchisee and food safety control • Sales & Service 2 First class brand portfolio Strong brand partners ensure high quality throughout the value chain and strengthen NSP’s offering Strong brand partners with well known concepts and high quality “Home of the Whopper” Real flame grilled burgers Second largest hamburger fast food chain in the world “So good” High quality, affordable chicken meals The world's most popular chicken restaurant chain “In here, it’s always Friday” Social and fun dining with friends or family The world’s largest casual dining concept Trademark owners NSP • Marketing and product development Primary Activities

  12. 2 First class brand portfolio (cont.) KFC is well known with Swedish consumers even before launch Brand awareness study • Market research shows that 87% of NSP’s target customers, between age 15-19, knows KFC • Brand awareness is high for KFC, with 57% national recognition, even though there are no restaurants in Sweden to date 15-19yrs 20-34yrs 35-49yrs 1 Source: Here Are Lions research 1) For KFC, if spelled out in full name, Kentucky Fried Chicken, the brand awareness amounts to 83%, 71%, and 61% for the three age categories respectively

  13. 3 Proven ability to drive operational excellence Focus on improving efficiency throughout the organisation Development Structured process to evaluating new locations Strong relationships with landlords Turnkey solution towards landlords Long experience from new restaurant openings and acquisitions ensure high quality from day 1 as well as clear road to profitability Operations Daily monitoring of key KPIs to adjust and optimise main cost drivers, e.g. food cost and labour Daily stocktaking of main inventory items Quality and efficiency regularly benchmarked through mystery visits performed both by NSP and trademark owners 6 1 IT System support for key operational processes, e.g. workforce management and sales monitoring Roll-out of Qlik to support integration between restaurant systems and management reporting, a state of the art Business Intelligence system, which also applies to the other systems in use; Micros (Oracle), Quinyx, and Navision Marketing National marketing activities coordinated with trademark owners and master franchisees Local marketing plans developed to follow and strengthen national campaigns Local competition analysed three times per year to differentiate and optimise pricing for each restaurant 5 2 3 4 HR Clear incentive structures to align motivation of managers and employees Optimised staffing through close monitoring of changes in demand and IT support Internal education program Finance Investment decisions followed and approved centrally to ensure correct prioritisation Central control of rental agreements and leasing agreements Purchasing coordinated and monitored centrally

  14. 3 Proven ability to drive operational excellence (cont.) Demonstrated ability to improve acquired restaurants – example from Örebro and Swedburger Swedburger Örebro (SEKm) (SEKm) 1 2 Raw material Labour Local store marketing • Diligent control of the raw materials in each restaurant • Daily check of inventories to manage the food cost gap • Goal – maximum 0.2% in gap will result in improved Gross Profit • Control of scheduling is a key to success • With a model of 30 minute precision to match expected sales Swedburger has increased EBITDA margin from about 15% to approximately 22% • Marketing of the different stores in the local markets where they operate Implemented changes • Ninemonthsof operations in 2011 • Three monthsof operations in 2012

  15. 3 Proven ability to drive operational excellence (cont.) Organisation experienced in finding the right locations Commentary NSP locations Key locations Drive Thru Existing Restaurants Sweden • Structured process to evaluating new locations based on internally developed and refined scorecard model • Strong relationships with landlords • Turnkey solution towards landlords • NSP owns all drawings • NSP handles all project management • Long experience from new restaurant openings and acquisitions ensure high quality as well as clear road to profitability City Centers Existing Restaurants Denmark Shopping Centers

  16. 3 Proven ability to drive operational excellence (cont.) Structured approach to restaurant openings leads to quick payback Växjö Roskilde (DKKm) (SEKm) • Investments in new restaurants are around SEK 5.5 – 6.0 million. On average, the initial investments is paid back already after 3 years • Roskilde reached a quicker break-even with new methods such as staying at opening levels of staff for a longer period Jägersro Nyköping (SEKm) (SEKm)

  17. 4 Excellent growth pipeline driven by new concepts New concepts have significantly expanded NSP’s growth pipeline Strategic initiatives for 2015 and onwards Restaurant pipeline • Corporate • NSP brand building • New organisation and collaboration with new franchisees • Burger King • Optimize marketing and local store marketing • Focus on maintaining and increasing the current BK business that forms the base which will finance the growth of KFC and Fridays as well as opening new BK restaurants • KFC and TGI Fridays • Open new restaurants • Building operative organisation • Prospecting and development of new sites • Extensive and well-prepared pipeline with restaurant openings for roll-out over the next five years • 8 restaurants in contract and construction phase • 23 sites under negotiation • 7 additional opportunities identified Restaurants per phasescheduledtoopen per year

  18. 4 Case study: KFC opening in Lockarp KFC location Commentary • 400,000 people living within 20 minute drive time • High visibility from the motorway • 28m pylon • 37,000 cars • 77 parking spaces + 4 handicapped parking spaces • 4 Drive Thru parking spaces • Good Drive Thru flow • One of OKQ8’s largest gas stations under construction Source: Company information.

  19. Case study: TGI Fridays opening in Copenhagen 4 TGI Fridayslocation Commentary • Exclusive development agreement with TGI Fridays regarding Denmark • Five restaurants in five years • TGI Fridays at HöjbroPlads • Located in the heart of Copenhagen, between Rådhuspladsen and Nyhavn, 240+ seats plus outdoor seating • Management team in place • Opening planned for end of June 2015 Hard Rock Cafe (new) DKK 55m Café Norden DKK 60m TGI Fridays Café Europa DKK 35m

  20. Contents

  21. The Nordic restaurant market Commentary Stable growth in the restaurant business • The Nordic fast food market consists of companies providing customers with ready packed food over the counter but with no table service • Combined value of the Swedish and Danish restaurant market was SEK 155bn in 2014, an increase of 120% since 2004 • A general trend of an increasing amount of international and well known franchise restaurants • The “fast food” market can be divided into two main sub segments • Quick Service Restaurants in which NSP operates • Home Meal Replacement • The QSR market has seen a gradual expansion since the beginning of the 1990’s, even though the most recent financial crises have had a negative affect • Restaurant business in Denmark has grown by almost 60% since 2006 • In Sweden hamburger restaurants have increased their market share and grown more than the general restaurant business • Fast food accounts for 27% of the food consumed outside homes • Examples of QSR operators in the Nordics are Burger King, Subway, McDonald’s and Max Sales (SEKbn) CAGR 8.2% Stable growth in the QSR segment Sales (EURbn) CAGR 3.5% CAGR 4.0% Source:Swedish Central Bureau of Statistics, StatisticsDenmark and Euromonitor

  22. Swedish and Danishrestaurant market Sweden Denmark • The Danish restaurant market with over 15,000 restaurants was valued at SEK 45bn in 2014 compared to SEK 43bn in 2013 • ~50% deriving from lunch and evening restaurants • Lunch is, normally only 30min where people bring sandwiches • Majority of players are own restaurant operators but clear trend towards increasing number of franchise operators • Burger King has 31 restaurants in Denmark of which 17 are owned by NSP • Other players in the market are Sunset Boulevard (owned by DKR Holding), Domino’s Pizza, DSB minibar, King Chicken among others • The Swedish restaurant market was valued at SEK 105bn in 2013, which was an increase of 5% from the previous year • 13%, or SEK 13bn, derived from the QSR industry • The Swedish market differs from other Nordic markets in terms of having hot food for lunch, which implies a bigger market • Franchise operators gained market share on behalf of smaller players but also grocery stores • In 2013, the hamburger market had a turnover of SEK 7.5bn where McDonald’s had 63% of the market, followed by Max with 20%, and Burger King with 13% • Approximately 23,000 restaurants in Sweden with 97,000 employees in 2013 SEK111bn SEK 45bn Swedish restaurant market 2014 Danish restaurant market 2014 Source: Company information, Swedish Central Bureau of Statistics, StatisticsDenmark and Visitas

  23. Increasingdemand for chicken Swedish meat consumption (kg per person and year) • The consumption of chicken has shown strong growth over the past decades • Overall, Swedish meat consumption (measured in volume) has increased by 1% annually between 1980-2013, mainly driven by a growth in chicken consumption • However, the chicken consumption in Sweden remains low in an international context CAGR 4% CAGR 0.2% CAGR 1.3% Source: Swedish Board ofAgriculture statistics

  24. Competitive landscape • Food prepared in a store and consumed at home or in-store which require little or no preparation by the consumer Home Meal Replacement Eating Home • Also known as “quick-serves,” these restaurants are known for fast, efficient, take-out-ready foods at affordable prices. Many consider the term “quick-serve” as synonymous with “fast food” QSR • A type of restaurant that does not offer full table service, but promises a higher quality of food and atmosphere than a fast food restaurant. It is a relatively new and growing concept positioned between fast food and casual dining Fast Casual Dining Restaurant market • Provide table service but no educated chefs. Comprises a market segment between fast food and fine dining restaurants. Often have a full bar with separate bar staff, a larger beer menu and a limited wine menu Casual Dining • Offers the finest in food, service and atmosphere. It is also the highest priced Dining

  25. Contents

  26. Financial overview NSP financial overview Sales and EBITDA margin development (SEKm) • Sales CAGR of 10% over the last four years which is better than the general performance of the market • Increased performance with LTM Q1 2015 sales of SEK 842m as compared to SEK 781m LTM Q1 2014 • Stable and improving gross and EBITDA margins, averaging around 75% and 7% respectively since 2010 • In Q1 2014 NSP sold Taco Bar and all the rights to the restaurants. The net loss of SEK 2.1m was recorded for the 2013 financial year • Excluding Taco Bar, divested Q1 2014..

  27. Revenue visibility via long term contracts Geographic footprint Maturity of outstanding contracts Avg. maturity 11.13 years 9 10 Maturities by year Structure of the contracts 20yrs 10yrs + 10yrs 15yrs + 5yrs

  28. Scalable business model and flexible cost structure SG&A split SG&A development (SEKm) (SEKm)

  29. Balance sheet Commentary Balance sheet overview • The tangible asset base mainly consists of inventory, equipment and installations in the restaurants • Intangible assets primarily comprise goodwill • Due to the nature of NSP’s business the working capital requirements are very low • Other receivables consists mainly of credit card payments and “Rikskuponger” • Two convertible and subordinated loans with maturity in 2015 and 2016 • Assets for sale refer to Taco Bar which was sold in January 2014 • Due to the many part-time employees, NSP’s deferred costs in relation to salaries is a large share of the Other current liabilities • Total equity amounted to SEK 135 million as at 31 March 2015

  30. NWC and capex development Core net working capital1 Capital expenditure Operating cash flow (SEKm) (SEKm) (SEKm) • Net working capital has remained stable with an average NWC in relation to sales of -4% • Raw material deliveries 2-3 times per week depending on sales volume, ca 1% of assets • Accounts receivable without credit • Accounts payable with 15-30 days payment term • Historically the majority of NSP’s investments have gone towards remodeling existing restaurants, but focus will shift more toward new restaurant investments • Average capex for the period of SEK 60m • Annual investment of SEK 100,000 per restaurant is required as well as refurbishment required every 8 years at approximately SEK 2m • Core networkingcapitaldefined as raw material and accountsreceivable less accountspayable • Cash conversiondefined as operating cash flow in relation to EBITDA

  31. NSP outlook 2015 Quarter on Quarter Sales development Growth 8.6% Growth 6.7% Q1 as share of 2015 EBITDA development Growth 9.8% Growth 4.3%

  32. New restaurant concepts Concept Investments QSR Inline • Investments vary depending on status of premises, e.g. need for installation of ventilation, water and electricity – estimates assume full refurbishment • Full investment cost for a new inline restaurant estimated at SEK 5.0-5.5m QSR Drive Thru • Full investment cost for a new inline restaurant estimated at SEK 6.0-6.5m • Total investment of SEK 20m is paid through 7-8% rent1 TGI Fridays • Full investment cost for a new inline restaurant estimated at approximately SEK 8.0 • Annual investment of SEK 100,000 per restaurant is required as well as refurbishment required every 8 years at approximately SEK 2m • Source: Company information • Total investment of SEK 20m in building a QSR Drive Thruabout SEK 5m for the land, SEK 3m preparing the land, and SEK 12m building and furnishings

  33. Contents

  34. NSP’s business partners No obligations or penalties if no new opening of restaurants – only opportunities Yum! Brands Burger King • Yum! Brands is the world’s leading restaurant company with over 40,000 restaurants in 128 countries • More than USD 13bn in sales 2014 • On the top 100 Best Corporate Citizens by Corporate Responsibility Magazine. • KFC, Pizza Hut and Taco Bell are the global leaders of the chicken, pizza and Mexican-style food categories • NSP signed an agreement with Yum in 2014 regarding KFC • Founded in 1953, Burger King is an American fast food company mainly focusing on hamburgers • With about 14,000 restaurants in over 95 countries Burger King is one of the largest restaurant chain in the world • Approximately 11 million visitors every day and in 2014 the system-wide sales reached USD 17bn TGI Fridays Other restaurant companies • TGI Fridays is an American restaurant chain focusing on casual dining that was founded in 1965, New York • NSP has a close relation to Rasta with two joint locations • Rasta houses are located on most major roads in Sweden and the restaurants offer a nice selection of home cooked dishes, freshly baked bread, beer, soft drinks, and coffee • The company is a portfolio company of private equity firms Sentinel Capital Partners and TriArtisan Capital Partners • TGI Fridays operates over 900 restaurants in more than 60 countries Source: Company websites

  35. Overview of franchise agreements Structure of contracts Agreements are formed for each restaurant, thus NSP has 61 contracts with BK with a 20 year term. NSP has signed a binding letter of understanding which sets out the legal structure for the development of the brand in Sweden. Agreements are formed for each new restaurant, thus NSP has 1 contract with TGI Fridays with a 15 + 5year term. Change of control No restrictions on change of control exist as long as the shares in NSP are listed. A bidder is advised to contact franchisor before a binding bid is submitted. No restrictions on change of control exist as long as the shares in NSP are listed. However, a procedure is agreed, which is designed to impede a competitor of Yum! to acquire a substantial part of NSP without approval of Yum! A bidder is advised to contact franchisor before a binding bid is submitted. No restrictions on change of control exist as long as the shares in NSP are listed. A bidder is advised to contact franchisor before a binding bid is submitted. Franchisor expansion demands NSP has no obligation to expand, but is encouraged to do so. NSP is allowed expansion elsewhere, and is encouraged to enter the Germany. NSP holds a Franchise Corporate position vis-à-vis Yum! whereby NSP finances own expansion without an obligation to do so. NSP is allowed expansion elsewhere, and is encouraged to enter the Germany. NSP has a 5 year master franchise agreement with Fridays under which NSP is obliged to open 1 restaurant per year. A penalty of USD 15k per restaurant imposed per restaurant not opened. Franchisor location interference BK has employees in Sweden and Denmark who present opportunities that NSP takes into consideration. Location approval from King Foods required. Yum! has no physical presence in Sweden or Denmark and leaves scouting for sights up to NSP. Location approval from Yum! Required. TGI Fridays has no physical presence in Sweden or Denmark and leaves scouting for sights up to NSP. Location approval from Fridays required. Franchisor operational interference NSP vendors and suppliers must be approved by BK. NSP’s ability to engage in competing hamburger business is limited. NSP vendors and suppliers must be approved by Yum! NSP’s ability to engage in competing business is limited. NSP vendors and suppliers must be approved by Fridays. NSP’s ability to engage in competing business is limited in Denmark (i.e.the Territory). Royalty & Adfund costs Royalty of 6.25% and Adfund of 3.75% of net sales cannot be changed during the contract term. Royalty of 6% and Adfund of 5% of net sales cannot be changed during the contract term. Royalty of 4% and Adfund of 2% of net sales cannot be changed during the contract term.

  36. Board of Directors and Management Board of Directors Management Morgan Jallinder CEO • 20+ years experience from restaurants, real estate and finance JaanKaber Chairman • Born 1951 • Board member since 2009 • Other: Among others, previously board member of DiffchambAB,Riddarhyttan Resources AB, and Dunross & Co AB • Experience as CFO and business controller with focus on growth and business development Johan Wedin CFO • Born 1964 • Board member since 2004 • Other: Founder and Chairman of Kilimanjaro Properties AB. Previously CEO of Allokton, Deputy CEO of Volito, and CFO at McDonald’s Sweden. Anders Wehtje Johan Persson COO Jens Engwall • Experience from McDonald’s as restaurant manager, district manager and franchise business leader • Born 1956 • Board member since 2011 • Other: CEO and Board Member of HemfosaFastigheter AB. Previously CEO for Kungsleden ABand involved in Skanska, BPA and CA Fastigheter. Also Board Member of Ikano S.A. and Bonnier Fastigheter AB PatrikEliasson CIO • Over 20 years in IT ranging from small to large companies JeppeDroob • Born 1968 • Board member since 2012 • Other: Owner and CEO of the Danish fast food company Sunset Boulevard with 45 restaurants in Denmark Erika Falkermark HR • Experience from ScandicHotelswheresheworkedwitheducation and personneldevelopment in HR, Scandic Business School. Eva Gidlöf • Born 1957 • Board member since 2014 • Other: Executive positions within Tieto Group, BGC, and Capgemini Group

  37. Ownership structure • Source: SIS Ägarservice as at March 31, 2015 • JeppeDroob, member of the board, ownership via Danske Konceptrestauranger Holding and JE D APS. • Anders Wehtje, member of the board, has by part-ownership in Long Term AB controlling influence over the shares.

  38. Bond Summary terms Call structure • Senior Secured Notes with an issue size of SEK 200m and a nominal amount of SEK 1m • Tenor of 5 years and NC 2.5 • Use of proceeds includes refinancing of existing debt, investments in new restaurants, acquisitions, and general corporate purposes • Maintenance covenants include that net interest bearing debt to EBITDA is not greater than 4.00x at any time during the life of the bond • Key covenants include a dividend restriction of 60% of consolidated net profit, incurrence test for new debt with a carve out for finance leases of SEK 120m, negative pledge, asset disposal restrictions and change in business restrictions • Incurrence test is met if: • Net interest bearing debt to EBITDA is not greater than 4x • Interest Coverage Ratio (EBITDA to Net Finance Charges) exceeds 3x • Secured by pledge of shares in all material subsidiaries directly owned by the Issuer • Change of control put at 101 of par • Voluntary partial redemption to max 10% of the nominal amount per year during the first 3 years at 104.00%

  39. Leverage and current debt structure Net debt to EBITDA Net debt (SEKm) Net debt / EBITDA Key ratios