Investor Presentation

November, 2017

Transaction summary

Introduction

Key credit highlights and company overview

Financial information

Summary

Risk factors

Agenda

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Today’s presenters

6 Source: EG, Axcel

Christian Bamberger Bro Partner, Axcel Joined Axcel in 2014

Previously worked for Permira both in London and Stockholm (2006-2014), McKinsey in Copenhagen and Nordea Corporate finance in Copenhagen

Deputy Chairman at EG, Conscia and Lessor

Cand. oecon. from the University of Aarhus

Mikkel Bardram CEO, EG Joined EG as CEO in November 2016

Mikkel comes from a position as CEO for Satair Group SAS. He previously held other executive positions at Satair A/S

Solid background in IT from the likes of McKinsey & Company, Novozymes and MAS/IBM

MSc in International Marketing Management (cand.merc.), Copenhagen Business School, including a term at Texas MBA (Austin)

EG focuses on selected industries in the Scandinavian technology market where EG has in-depth industry and value chain insight

EG is a leading Scandinavian technology company

Financial development, DKKm

1) Per LTM Q3 2017 excl. KY

2,013

1,611

924

0

500

1,000

1,500

2,000

2,500 20.0%

15.0%

10.0%

5.0%

0.0% LTM Q3 2017

15.9%

2013

12.1%

2009

9.4%

EBITDA margin excl. KY, normalized

Revenue excl. KY, reported

Strong presence in Scandinavia

Local presence with 25 offices throughout Scandinavia

Strong footprint securing proximity and flexibility towards customers

Group management located in Ballerup, Denmark

Offices

78%

10%

12%

4%

55%

41%

Product offering¹

Software and subscription based revenue Solutions are based on EG's own

software for the public and for the private sector

Subscription based services are focused on application and infrastructure managed services

Consultancy & programming Management consultancy,

Implementation and Programming of IT solutions

Hardware Sale of infrastructure hardware (e.g.

servers) and industry specific hardware (e.g. POS and hand terminals) from external providers

7

In brief

EG is among Scandinavia's leading technology companies with a strong market position within the SME segment

Position based on close relationships with customers, deep industry insight and value adding technology solutions

27 acquisitions in selected verticals since 2009 Axcel acquired EG in 2013

Five primary market drivers expected to impact IT spending

Market drivers and trends in the Scandinavian IT and Enterprise Applications market

1) IT market excl. feature phones, smartphones, and consumer IT spending. Source: IDC, Public Cloud Service Tracker, May 2016 & IDC Software Survey 2016 & IDC Nordic CxO Survey 2016

2.2

18.115.9

9.28.3

11.3

10.3

34.5

38.6

2019 2015

Denmark

Sweden

1.0

Norway

Sweden Norway

0.9

+2.9%

Denmark

Scandinavian IT market

The Scandinavian IT market is expected to grow with a CAGR of 2.9% from 2015 to 2019

The market growth is expected to vane, as hardware spending will plateau and especially the outsourcing market being squeezed by the adoption of cloud and the need for increased flexibility

The Swedish market has shown the strongest growth in recent years. This is expected to continue towards 2019 although the gap to Denmark and Norway will diminish. All in all, the Danish market will be most stable

Market drivers

Customer experience One in four Nordic companies or organizations focuses on customer experience. If

including the companies focusing on improving customer support and service, the number is even higher

The customer focus drives spending in dedicated customer experience solutions and CRM, but also business intelligence and social technologies

Digital business transformation Digital transformation is on the agenda for 25%-30% of companies and organizations in

the Nordic, and is rapidly becoming more important Most transformation initiatives have an internal focus to optimize and automate processes

and improve the usability for internal users Transformation drives spending in infrastructure and application modernization (including

ERM and cloud) as more agility and flexibility is needed

Data explosion and leverage Virtually all companies and organizations acknowledge that the growth in data volumes

and formats have an impact on their business Dealing with the growing amounts of data propel infrastructure investments and process

re-assessment, but leveraging the data to bring value to the business requires analytics tool including big data

Internet of Things is also emerging as a related driver

IT operations efficiency Although companies/organizations increasingly are expected to drive business

development and transformation, efficient IT operations remains essential Ensuring efficiency – and often even reducing cost – calls for process automation and

user self-service, and drive spending in cloud, and hosting services rather than hardware An essential part of the IT operations, is security

Productivity enhancements Almost 50% of companies and organizations have productivity as a top business priority This fuel process optimization both in the business and in the IT department Especially mobility spending is driven by productivity

8

EURbn Scandinavian IT market growth1

Transaction summary

Introduction

Key credit highlights and company overview

Financial information

Summary

Risk factors

Agenda

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2

5

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Key credit highlights

Leading Scandinavian technology company

Strong and supportive ownership

High recurring business with low capex needs going

forward

5

Unique EG owned software

2

Full life cycle service solutions

3

Diversified customer base

4

6 1

10

Strong technology, products and expertise Deep industry/customer knowledge (examples)

EG’s strong market position is based on deep industry knowledge and a growing scope of technologies and services for over 40 years

11

Manufacturing Retail Fashion

Media

Construction

Transport

Social sector Local authorities

Public Pay-roll & HR

Finance for public

Utilities

Cemeteries Housing & Property

Legal Solutions

Healthcare

Hairdressers 1977 2017 1985 2005 2000 1990 2010 1995

Built over time

X. Leading Scandinavian technology company 1

INDUSTRY INSIGHT

BUSINESS STRATEGY

BUSINESS DECISION MAKING

PRODUCTIVITY

ROI &EFFICIENCY

INSTANT WORK &

FLEXIBILITY

DAILY BUSINESS

OPERATIONS

RELIABILITY& RISK

REDUCTIONSCALABILITYFLEXIBILITY

MANAGEMENT CONSULTANCY

CUSTOMER ENGAGEMENT MANAGEMENT & BUSINESS ANALYTICS

COLLABORATION

MOBILITY

SERVICE & SUPPORT

BUSINESS SOLUTIONS

IT OPERATIONSINFRASTRUCTURE

BUSINESSSERVICES

EG has built strong capabilities both as a software and as a service company

12

x. EG supplies its solutions through two business models 1

100+ unique EG owned software solutions

Examples

Retail, media & fashion Aspect 4 NAV Media NAV Fashion Fackta POST

Transportation & services Aspect 4 ERP

Private sector verticals

Manufacturing & construction Process Industry solution for D365 Project industry solution for D365 Aspect 4 Dynaway NAV Construction EG Byg

Utilities Xellent Zynergy

Example: EG Brandsoft

EG Brandsoft is a full suite software as a service for churches, cemeteries and funeral homes

8 in 10 tombs in Denmark are registered in the platform

More than 15 different modules for various administrative tasks

EG have a strong base of unique EG owned software solutions targeted at specific verticals

x. Unique EG owned software 2

13

Brandsoft calendar for activities in the Parish in App Store & Google Play

Churches & cemeteries EG Brandsoft

Doctors & practitioners EG Healthcare

Private sector micro verticals

Rental & housing EG Bolig

Car repair shops Xena

Hairdressers Hairtools

Lawyers & agencies EG Legal

Hospitals KommuneInformation EG Healthcare

Public sector verticals

Municipalities SD Løn SD Tjenestetid KommuneInformation Team Online EG Brandsoft

Retail solution map (example)

Services business driven by customized solutions for specific industry areas across the entire customer life cycle. This drives repeatability and reduces project risk

Full life cycle service solutions

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3

Comments

1. EG has predefined business process models for each of our focus verticals

2. Different platform options exist to fit with customer size and business context

3. Numerous proven and tested modules are combined to provide the customers with a competitive edge

4. Services exist for each vertical which ensures EG takes care of the customer’s full life cycle

Business Intelligence

Platform

EG Retail process model

Services

Cash handling

Electronic shelf fronts

Self service & scanning

Staff planning

Customer counting

Fraud detection

Handheld terminals

Assortment mgmt.

Web shop & internet

Invoicing

Channel mgmt.

CRM

Campaign mgmt. Purchasing

Loyalty & clubs Document mgmt. Data mgmt.

Support

Hosting & maintenance

Hardware & on-site delivery

Field service

Concepts

POS

Category management

Retail logistics

Sourcing & procurement

OMNI channels

Store operations & support

Process models and solution maps exists for 8 verticals; Process industry, Project Manufacturing, Utility, Retail, Fashion, Financial Services and Professional Services

3

2

1

4

3

2

1

4

Customer satisfaction²

Largest customer share of revenue¹

Low dependency on single customers with more than 12,500 customers across three countries and a high customer satisfaction

Diversified customer base with high customer satisfaction

15

4

1) LTM per August 2017, excluding Kombit A/S, 2) Customer satisfaction measured on 0-100 scale, where 0 is the lowest and 100 largest satisfaction

Comments

EG has a diversified customer base covering more than 12,500 customers across three countries

There is low customer concentration and top 10 customers account for 13% of revenue per LTM August 2017

Narrow verticals such as Utility, Transportation & Services and Public will naturally have higher customer concentration as there are fewer companies to service in these verticals

Customer satisfaction is generally increasing

82%72%

59%

29%40%

50%

77%

8%12%

21%13%

12%

13% 21% 28%

50% 48%38%

18%100%

Microverticals

270

5%

Public

460

Transportation & services

159

Utility

116

Retail, media & fashion

397

Manufacturing & Construction

549

Total

1,950

5%

Others Top 11-20 largest Top 10 largest

2016 2017

66 70 +4

DKKm

High share of recurring revenue

Capex intensive software and development projects from 2016 and 2017 soon finalised

Comments

The increase in recurring revenue from 2015 to 2016 is mainly driven by the acquisition of Silkeborg Data

EG has had several capex intensive Software and Development projects during 2016 and 2017 which will soon be finalised, leading to a strong cash generation in 2018

With a high share of recurring revenue the lower capex spend for 2018 can provide a higher cash EBITDA

Cash conversion¹ is estimated to increase from the range of 53% - 69% in 2014 – 2017 to more than 80% in 2018

Focus on integration of acquisitions and strict cost control

1) Cash conversion: (reported EBITDA (excl. KY) less capex) / reported EBITDA (excl. KY). Source: EG financial reports, company data

x. High recurring business with low capex needs going forward 5

63%

37% 54% 46%

2015 2016

16

Non-recurring

Recurring

51% 49%

Q3 2017

95

144

0

50

100

150 8%

6%

4%

2%

0%

5%

2016

7%

2015

63 4%

2014

60 4%

2018E FC 2017

Capex in % of revenue Capex (software & development) Cash conversion 66%

69% 53% 63% >80%

Capex expected

around 2-3% of revenue

DKKm

Selected investments

Axcel in brief

Founded in 1994, Axcel is a Nordic private equity firm investing in mid-market businesses based in the Nordics

Focus on industrials, business services, IT & technology, and consumer & retail

Axcel has raised five funds with total committed capital of EUR 1.8bn to date from both Danish and international investors. Axcel is currently investing out of fund V with a committed capital of EUR 550m

EG sits in Axcel’s Fund IV with a committed capital of EUR 485m

Axcel currently owns ten companies with combined annual revenue of around EUR 1.2bn and some 5,800 employees

Axcel has completed 47 platform investments, more than 90 major add-on investments and 38 exits

First class board members

Axcel has a strong track record of value creation from more than 40 investments drawing on +20 years of experience

x. Strong and supportive ownership 6

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Right industry experts for EG

Klaus Holse • EG Chairman since 2013 • Position: CEO of SimCorp, Chairman

of Lessor, Board member of Better Collective

• Background: Corporate Vice President at Microsoft with responsibility for Western Europe

• Master’s degree in Computer Science from University of Copenhagen

Martin Lippert • EG Board member since 2013 • Position: CEO of Broadnet. Board

member of Halberg Holding • Background: CEO of TDC Operations,

Member of TDC group management, Head of TDC Bedrift, CEO of Mach

• MSc in Economics and PhD in Economics from Aarhus University

AXCELerating Value Creation

Investments are supported by the AXCELerating Value Creation framework Strategy Value levers Operational backbone

Sector High-tech slaughter equipment Sales: DKK 1,300m (2016) Investment date August 2016

Sector IT infrastructure solutions Sales: DKK 800m (2016) Investment date May 2015

Sector Manufacturer of jewellery Sales: DKK 9bn (2013) Investment date March 2008

Source: Axcel

Three overarching strategic themes

Strategic themes

Expand presence

Continue acquisitions to strengthen position in software business

Utilize proprietary software solutions (EG IP) to expand EG footprint in Sweden & Norway, and increase EG IP revenue through channels in rest of world

Accelerate organic growth

Continue to develop and deepen industry solutions based on EG software, EG services and 3rd party solutions

Maintain and improve high customer satisfaction

Engage more broadly with existing customers and add more customers within existing verticals

Improve efficiency

Strengthen commercial and operational excellence

Strengthen nearshore/offshore capacity

Standardize software and service solutions to increase repeatability

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Transaction summary

Introduction

Key credit highlights and company overview

Financial information

Summary

Risk factors

Agenda

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Page

2

5

9

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Development of key income statement items (DKKm)

Comments

LTM revenue (excl. KY) is DKK 2,013m LTM reported EBITDA (excl. KY) is DKK 242m

and LTM normalised EBITDA is DKK 320m Reported revenue for Q3 2017 is DKK 446m, compared to DKK 459m for

Q3 2016, there is a slight increase in reported revenue from Q3 2016 to Q3 2017 if Q3 2016 is adjusted for KY

Reported EBITDA for Q3 2017 is DKK 45m. Adjusted for one-off income in Q3 2016 and non-recurring costs in Q3 2017 reported EBITDA was at the same level in Q3 2016 and Q3 2017

Q3 2017 is not affected by KY, as the company made the projected provisions on this project in connection with Q2 2017 accounts

The company has in recent months had a good order intake which is expected to affect the organic growth in the service business in the future. The software business continues to develop positively, which is also expected in the future

320354

0

100

200

300

400

0%

4%

8%

12%

16%

20%

LTM Q3 2017 2016 2015

282

2014

229

Normalized EBITDA margin, excl. KY Normalized EBITDA, excl. KY

Income statement

20

DKKm Q3 2016

Q3 2017

YTD 2017

LTM Q3 2017

Revenue 459 446 1,393 1,935

Gross profit 363 352 1,033 1,446

EBITDA 102 45 -48 21

EBITDA, excl. KY 106 45 145 242

Normalizations:

Acquisition/sale of activities/companies¹ 0 0 0 27

Restructuring expenses 6 4 13 38

Transaction & integration costs 0 9 12 14

Normalizations, total 7 13 24 78

Normalized EBITDA 109 57 -24 99

Normalized EBITDA, excl. KY 113 57 169 320

Normalized EBITA 92 34 -86 18

Normalized EBITA, excl. KY 96 34 107 239 1) Acquired companies may not have prepared interim financial statements to the same accounting principles as EG. Normalizations of acquired companies under “Acquisitions/sale of activities” is therefore estimated on the basis of the financial due diligence performed in connection with the acquisition.

Selected items from the cash flow statement Comments

The company’s cash flow from operating activities before financial items amount to DKK 100m. After payment of interest, cash flow from ordinary activities amount to DKK 16m. Cash flow from operating activities amount to DKK 14m

Cash flow from investing activities amount to DKK -262m, primarily covering acquisitions, investment in product and software development and investment in technical equipment

Cash flow from financing activities amount to DKK 204m

Change in liquidity for the year amount to DKK -45m

The company’s net cash amounted to DKK -42m at 30 September 2017

Cash flow statement

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DKKm Q3 2016 Q3 2017

Cash flows from operating activities:

Cash flow from operating activities before financial items

154 100

Cash flow from ordinary activities 76 16

Cash flow from operating activities 60 14

Cash flow from investing activities -138 -262

Cash flow financing activities 4 204

Change in liquidity for the year -74 -45

Cash 1 January 91 3

Cash 30 September, net 17 -42

Selected balance sheet items Comments

The company’s non-current assets amounts to DKK 2,036m, primarily in the form of goodwill and other intangible assets acquired in connection with company acquisitions

The company reported a negative working capital of DKK -317m. The increase in reported net working capital is affected by a reversal of work in progress, penalties to the customer and payment of costs for the remainder of the contract term

The company's net interest-bearing debt at the end of Q3 was DKK 1,642m

The company’s equity as at 30 September 2017 amounted to DKK -143m compared to DKK 128m as at 31 December 2016

In contract work in progress for Q3 2016, KY is included with DKK 60m

In other payables for Q3 2017, KY is included with DKK 88m

Balance sheet

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DKKm Q3 2016 Q3 2017

Non-current assets 2,132 2,036

Inventory 8 6

Trade receivables 223 320

Contract work in progress 96 19

Prepaid rent and deposits 11 13

Other receivables 77 42

Prepayments 41 37

Trade payables -103 -95

Other payables -318 -513

Accruals -104 -146

Reported NWC -69 -317

Cash 17 -42

Bank loan -300 -500

Bond debt -1,100 -1,100

Tax payable -20 0

Interest-bearing net debt -1,403 -1,642

Equity Hedge accounting

Provision dev.

projects

Retained earnings Total

Equity as at 31 December 2016 -17 112 33 128

Total income for the year 0 0 -271 -271

Equity as at 30 Sept 2017 -17 112 -237 -143

Transaction summary

Introduction

Key credit highlights and company overview

Financial information

Summary

Risk factors

Agenda

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Summary

Leading Scandinavian technology company

Broad diversification across geographical, markets, technologies and customers

High cash conversion

Full life cycle service solutions

Large share of recurring business

Experienced management team and strong and supportive ownership

Unique in vertical focus and deep sector knowledge

Transaction summary

Introduction

Key credit highlights and company overview

Financial information

Summary

Risk factors

Agenda

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Risk factors in general

Prospective investors should carefully consider the risks described below before making an investment decision. Since the Issuer is highly dependent on the performance of the Group, the following risk factors relate to the Group, rather than only to the Issuer. The risks described below are not the only risks facing the Group. Investment in the Bonds involves a high degree of risk and to the extent any of the risks described below have a material adverse effect on the Group’s business, Bondholders may lose all or part of their original investment. The Issuer believes that the factors described below represent the principal risks inherent in the Group’s business and in investing in the Bonds. The Issuer does not represent that the statements below regarding the risks of holding the Bonds are exhaustive. Additional risk factors not presently known, or that are currently deemed immaterial, may also render the Issuer unable to pay interest, principal or other amounts on or in connection with the Bonds. RISK FACTORS IN GENERAL All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. It is not possible to quantify the significance of each individual risk factor, as each risk described below may materialize to a greater or lesser degree, or may have unforeseen consequences. The risk factors are not listed in any order of priority with regard to significance or likelihood of occurrence. Prospective investors should also read the detailed information regarding the Group, its business and industry in general as set out elsewhere in this Company Description, in the Issuer’s annual report, other financial reports, investor presentations and otherwise available to the investors in order to reach their own views prior to making any investment decision with respect to the Bonds. Prospective investors are recommended to seek independent advice concerning legal, accounting and tax issues relating to the specific circumstances of individual investors before deciding whether or not to invest in the Bonds. Investors should be aware that the Bonds are exposed to market conditions of a general nature. Accordingly, the market price of the Bonds may be influenced by, for example, economic factors that cannot be foreseen at the time of investment. Investors should be aware that the number of Bonds in circulation may fluctuate over the term of the Bonds and that the marketability of the Bonds in the secondary market may change over the term of the Bonds, thus limiting investors’ ability to sell the Bonds. In conducting its business activities, the Group assumes risks of a varying nature, any and all of which may affect the Group's performance and the value of the Bonds. Each of the risks set out below applies equally to the Issuer and the Group and the occurrence of any of the following risk factors may materially and adversely affect the Group's business, results of operations or financial condition and consequently have a negative effect on the Issuer and its ability to meet its respective obligations under the Bond Agreement. Intra-group dependencies A significant part of the Issuer’s assets are comprised of its shareholdings in its subsidiaries. The Issuer has limited income and a significant part of the Issuer’s income derives from dividends distributed by its subsidiaries. The Issuer and its ability to pay interest, principal and other amounts under financial indebtedness are therefore dependent on the capacity of the Group to generate earnings and distribute these within the Group. Global Economy The Group operates primarily in Denmark, Norway and Sweden and to a certain extent also worldwide, particularly with Scandinavian based global companies. The Group's operations and performance depend on economic conditions and the effects thereof on and within the Manufacturing & Construction, Retail, Media & Fashion, Utility, Transportation & Service Public sectors and the selected Microverticals sectors in Division Business Ready Solutions (e.g. Healthcare, Housing & Property, Hairdressers, Cemeteries, Legal Solutions).

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Risk Factors

Risks related to the business

Uncertainty about global economic conditions poses a risk as consumers and businesses may postpone or reduce spending in response to tighter credit, negative financial news or declines in income or asset values and other macroeconomic factors, which could have a material negative effect on demand for the Group’s software, services and products. The Group's revenues and gross margins are dependent upon demand for the Group’s software, services and products and if this demand declines or the margins decline, it could have a material adverse effect on the Group’s business, results of operations or financial condition. The economic environment, pricing pressure and decreased employee utilization rates could negatively impact the Group’s revenues and operating results. The Group is unable to predict the likely duration and severity of an economic downturn and adverse global economic conditions. An economic downturn could have a material adverse effect on the Group’s business, results of operations or financial condition. Furthermore, if the economic downturn continues or worsens, the Group may not be able to secure short-term and long-term credit or leasing facilities on favorable terms or at all, which could have a material adverse effect on the Group's liquidity. Industry and market risks Technology changes Rising new technologies such as cloud-based solutions and mobile technologies are gaining traction. Today, a considerable amount of the Group’s revenues are derived from cloud-based solutions, but other unknown technologies may arise and change the foundation for the software, services and products offered by the Group. Existing ERP-players such as the Group will have to adjust their software, services and product offerings with the emergence of new technologies, and if the Group does not manage to adjust its software, services and products accordingly, then it may have a material adverse effect on the Group’s business, results of operations or financial condition. The Group’s financial condition is partly dependent on solutions based on large software platforms. These standardized solutions are offered in a highly competitive and specialized market. The Group is dependent on its ability to develop scalable best-in-class industry solutions that supplement these standardized solutions. Changes in the technical foundations of the standardized solutions and/or changes in customers’ preferred ERP platforms may force the Group to alter its products accordingly. The Group is forced to invest time and resources on educating employees and updating existing software, services and products to be competitive when updated versions of existing technologies and completely new technologies are launched. If the updated versions of existing technologies or the completely new technologies do not penetrate the market, these investments may prove futile. Furthermore, the updated versions of existing technologies may contain errors and flaws, which are outside of the Group’s control. These errors and flaws may entail difficulties for the Group to price and budget project offerings for customers. The Group’s business will suffer if the Group fails to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technology, in the industries and in the standardized solutions on which the Group focuses. This could have a material adverse effect on the Group’s business, results of operation or financial condition. Competition The Group may face significant competitive pressure from other participants in the market resulting in pricing pressures, lower sales and reduced margins, which could have a material adverse effect on the Group’s business, results of operations or financial condition. A significant part of the Group’s revenues are based upon customized add-on solutions to standard software supplied by platform providers, primarily Microsoft, and to a very limited degree SAP. In Scandinavia the platform providers do not deliver such customized solutions and the Group competes with smaller specialized companies e.g. CGI, Columbus IT, Fujitsu, KMD, Infor, iStone, NNIT, Netcompany, Tieto and Visma. A part of the Group’s activities within standardized solutions is subject to competition from competitors based in countries with a lower level of expenses. As the global market place develops with among other things the development of cloud technology lower market entry barriers are expected. If the Group does not meet these challenges it may have a material adverse effect on the Group’s

27

Risk Factors - continued

Risks related to the business

business, results of operations or financial condition. Industry changes The balance between insourcing and outsourcing is constantly changing. An increased focus on insourcing will lead to falling sales especially within service agreements, while a decreased focus on insourcing will lead to rising sales. If major platform service providers such as Microsoft seek downstream expansion in the value chain and increase their attention towards developing their own industry solutions then it may pose a risk which unless mitigated by the Group may have material adverse effect on the Group’s business, results of operations or financial condition. Changes in customer preferences Changes in customer preferences or behaviour unless mitigated by the Group may have a material adverse effect on the Goup’s business, results of operations or financial condition. R isk related to public customers The Group works with public customers and is exposed to additional risks inherent in the public sector contracting environment. These risks include the following: such projects may be subject to a higher risk of reduction in scope or termination than other contracts due to political and economic factors such as changes in government, pending elections or the reduction in, or absence of, adequate funding; terms and conditions of public sector contracts tend to be more onerous for the Group than commercial contracts in the private sector and may include, for example, more punitive service level penalties and less advantageous limitations on the Group’s liability. Also, the terms of such contracts are often subject to political and economic factors; public sector contracts are often subject to more publicity than other contracts. Any negative publicity related to such contracts, regardless of the accuracy of such publicity, may adversely affect our business or reputation; new public procurement laws and regulations or changes in the applicability or interpretation of existing public procurement laws and regulations may adversely affect the Group’s business activities and may result in a risk of reduced revenues and/or increased costs; and such projects differ from commercial contracts in the private sector in that they are generally subject to Danish public procurement rules. Under these rules, IT-services are generally re-tendered on a regular basis, and, as a result, the Group is required to participate in a tender to maintain existing public contracts. Operational risks Innovation and software development In order for the Group to remain competitive within its markets, it is important that the Group is able to develop and launch new software, services and products, update existing products and services and expand new or redesigned products and services in a timely manner. Failure by the Group to do so might result in the Group falling behind its competitors. There are risks with launching a new product on to the market. The Group’s software, services and products are complex and may contain errors, faults, performance problems or defects which were undetected in testing. It is important that both the Group’s support and research and development teams become familiar with new software, services and products so as to be able to efficiently respond to any problems that may arise. Once a product is launched, it is necessary to ensure that quality standards are maintained to ensure continuing customer satisfaction and confidence. If problems were to occur which are not adequately managed it could damage the Group’s reputation and prove more difficult to market the product. If these risks were to arise they may adversely impact the Group’s business, results of

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Risk Factors - continued

Risks related to the business

operations or financial condition. Compatibility In order for the Group to remain competitive within its market, compatibility with other significant components and general IT standards is required. Failure by the Group’s products to be compatible with other components might result in the Group falling behind its competitors and in loss of customers. If the issue of compatibility is not adequately managed it could damage the Group’s reputation and make it more difficult for the Group to market its products. This may have an adverse effect on the Group’s business, results of operations or financial condition. Project Management The management consultancy and programming/configuring part of the Group is project driven and requires the Group to ensure that the offer documents have high standards and that the subsequent management of the projects and resources is closely supervised. It is of vital importance that the projects are carried through with high quality in accordance with the agreed price and deadline. There are risks connected to marketing, sales, analysis and design, development, implementation and operation in the Group’s project planning. The Group has established well planned phases and has experience with calculating the risk of budgeting, resourcing and quality. As fixed prices become more common in the industry there is a risk that a project exceeds the anticipated number of hours based on a flawed estimation of the necessary resources. Furthermore there is a risk when defining and describing the software, service and/or product to be delivered as there may occur misunderstandings between the Group and customers on the customers’ objectives may result in re-deliverance or disputes. Connection w ith M icrosoft The Group’s business and operations are among other things based on sales of standard Microsoft licenses and individually designed solutions based on Microsoft products but the Group has not entered into any agreements with Microsoft that are unusual or peculiar within the industry. However, if Microsoft’s market share decreases, it may have an adverse effect on the Group’s business, results of operations and financial condition. Customer Concentration The Group operates mainly in Denmark, Norway and Sweden and has a large customer base. Currently the Group has a diversified customer base with low dependency on single customers. Based on LTM Q3 2017, the 10 largest customers accounted for approx. 13 per cent of the Group’s revenues, while top 20 per cent accounted for approx. 18 per cent. The Group’s division Citizen Solutions is characterized by having relatively larger customers than the rest of the divisions. Dependency on one or more customers within Citizen Solutions may have material adverse effect on the division’s business and results of operations. Attack by IT viruses or ransomware Attacks by IT viruses or ransomware are a threat, both to the Group and its customers. If the Group’s products or internal IT systems are contaminated with a virus/ransomware this could temporarily prevent the Group’s customers from conducting their business or the Group from providing adequate support and services to its customers. Failure to maintain sound IT infrastructure and virus protection could therefore result in disruptions and if they were to continue for a considerable length of time they may adversely impact the Group’s business, results of operations or financial condition. Fires and other natural catastrophic events The Group’s servers, systems and physical operations are vulnerable to damage or interruption from earthquakes, volcanoes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events. The Group may not have sufficient protection or recovery plans in certain circumstances and the Group’s business interruption insurance may be insufficient to compensate the Group for losses that may occur. As the Group relies heavily on its servers, systems, physical operations and the Internet to conduct its business such disruptions could negatively impact the Group’s ability to run the business, which could have an adverse affect on the Group’s business, results of operations or financial conditions. 29

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Acquisit ions The business segments within which the Group is active are subject to continuous consolidation driven by the increase in cross-border trade and the search for economies of scale. As illustrated by the acquisition of Silkeborg Data, the strategy of the Group is to participate actively in this consolidation process. This strategy for long-term growth, improved productivity and profitability depends in part on the Group's ability to make acquisitions and to realize the expected benefits from its acquisitions. While the Group expects such acquisitions to enhance its value proposition to customers and improve its long-term profitability, there can be no assurance that the acquisitions will meet the Group's expectations within the established time frame or at all. Acquisitions involve a significant number of risks, including, but not limited to, risks arising from change of control provisions in contracts of any acquired company, local law factors, pending and threatening lawsuits and risks associated with restructuring operations. The integration of acquired companies may result in unforeseen operational difficulties and costs, and the Group may encounter unforeseen difficulty in retaining customers from and key personnel in acquired businesses. The Group may not be able to realize the expected benefits from a certain acquisition or the profitability of the acquired company may be lower than expected or even result in a loss. To successfully manage the integration of acquired companies or assets, the Group will need to maintain high standards of service and manage its employees effectively. The Group's successful growth will furthermore depend on its ability to manage its expanding operations, as well as the operations of the networks of its local partners, including its ability to establish and maintain an adequate IT infrastructure, to integrate new qualified personnel and any newly acquired businesses on a timely basis, and to maintain robust financial and management control and reporting systems and procedures. There is a risk that the Group will not succeed in such integration. If the Group is unable to expand its operational, financial, and management systems in a manner that supports the expected growth, or is unable to attract, motivate and manage a skilled workforce, the Group may not be able to continue to satisfy customer demands. If the Group expands the business too rapidly in anticipation of increased customer demand that does not materialize, the increase in operating expenses could exceed revenues growth and as a result reduce net income. Thus if the Group is unable to manage its growth, it could have a material adverse effect on the Group’s business, results of operations or financial condition. The Group has built up considerable goodwill on its accounts due to acquisitions. Notwithstanding that the goodwill is impairment tested annually the rise of new “game changing” or transformational technology may entail that the goodwill must be immediately written off. Risks related to employees Attracting and retaining employees To a large extent the Group relies on human know-how. The employees of the Group have specific sector related know-how, which is valuable for the Group. The Group has not generally entered into non-competition or non-solicitation clauses. If employees with specific sector related know-how leave the Group, the Group might lose valuable knowledge and the employees might be hired by competitors or establish their own companies. The customers of the Group require deep sector knowledge including supply chain knowledge and understanding. To ensure the Group continues to offer high level advice and solutions, including further development of software, services and products, thereby ensuring profitability the Group depends largely upon highly skilled technology professionals and the Group’s ability to hire, attract, motivate, retain and train these personnel. Key employees might be attracted to opportunities in rising market. A failure to attract and retain competent key employees could have a material adverse effect on the Group’s business, results of operations or financial conditions. Invoicing rate The Group is highly dependent on its employees’ invoicing rate, which equals their billable hours. The invoicing rate depends on the composition of the staff as well as how the individual employee

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spends his time. In 2016, a change in the invoicing rate of 1.00 percentage point across the Group would have resulted in an increase in the gross profit and thus in EBITDA of DKK 18 million (taking into account fixed price contracts), and vise versa by a reduction in the invoicing rate. A decline in the employees’ invoicing rate across the Group could have a material adverse effect on the Group’s business, results of operations or financial condition. Increased wage pressure In certain industry sectors and countries there continues to be a significant wage pressure due to the demand for skilled employees. In a positive economic environment wage pressure and employee turnover will rise. This may cause heavier expenses for training of new employees. If the Group does not comply with the wage demands within these industry sectors and countries, the Group may lose valuable employees. Wage pressure and employee turnover may have an adverse effect on the Group’s profitability IPR and Legal Risks Contractual liability Typically a service agreement contains provisions requiring a high percentage of uptime as well as other service requirements. In connection with the contract negotiation phase the Group seeks to draft provisions that mitigate the size of potential liability claims and penalties. The Group has established internal controls to secure reasonable liability provisions when entering into agreements. Nevertheless, the Group is exposed to contractual liabilities, which could have a material adverse effect if such exposure materializes. Moreover, human errors in judgment may cause the Group to accept contractual liability provisions inadvertently or outside of internal control systems established to secure management approvals. Under some contracts or legal regimes the Group may have unlimited liability for losses caused by its own negligence, and such liability may not be covered by the Group’s insurance policies. Lit igation and disputes The Group’s software, services and products relate to extensive, complex transactions often involving considerable sums. Customers or other parties may file claims for compensation for loss or damage alleged to have arisen due to reported faults or defects in the Group’s software, services, products and management or the Group may become party to judicial or administrative proceedings relating to the Group’s business, including, responsibility for software, services and products as well as contractual interpretation and intellectual property rights. Any such claims against the Group or the Group’s involvement in any judicial or administrative proceedings in respect of such claims could mean that the Group is forced to expend considerable sums and resources in defending such claims, whether or not they have legal merit, and this could adversely impact the Group’s business, results of operations or financial condition. Insurance The Group believes that is has a normal, market standard insurance program. The insurance program is reviewed once a year. However, the insurance program contains provisions on own risk and not all types of losses and liabilities are covered. If a loss occurs that the insurance does not cover, it may have a material adverse effect on the Group. Competition The Group has entered, enters and will enter into agreements with other companies who in some aspects of the Group’s business may be assessed as competitors of the Group. The Group does not believe that it has entered into any agreements that contain provisions that infringe current competition law. However, the competition authorities in various jurisdictions may interpret the agreements otherwise. Furthermore, there cannot be given any assurance that an adoption of new competition legislation will not result in certain of the provisions of the agreements being deemed to be an infringement of the new competition law. If the Group fails to comply with the existing competition law this could adversely impact the Group’s business, results of operations or financial condition. 31

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Intellectual property rights The products marketed by the Group consist mainly of computer programs developed by the Group over a long period of time. The Group relies primarily on copyright and trade secret protection, and not on registered rights, for the computer programs in question. It cannot be assured that the intellectual property rights relied on by the Group will afford sufficient protection of the Group’s technology or business and given the international market in which the Group operates, any attempt to take measures against any infringement of its intellectual property rights may be difficult and result in considerable costs. If the risk of infringement and the fetters on access to judicial remedies were to materialize, it may adversely impact the Group’s business, results of operations or financial conditions. In addition the Group has and may in the future enter into cooperation agreements and other contractual arrangements with third parties that allow such third party to use knowledge obtained during such cooperation or the right to use any source codes, which may include the third party applying such knowledge in its own products and services. The Group does not consider that its software, services and products infringe the rights of any third party. Nevertheless, customers or others might make claims to the contrary whether or not they have legal merit. If such claims were to be made the Group may be prevented from licensing the necessary technology or be unable to develop alternative software, services or products to avoid such claims of infringement and continue to deliver the software, services and products to its customers. The Group gives its customers certain guarantees and indemnities including, amongst others, that the Group holds all necessary rights to the products that are made available to the customers. If any claims were filed against customers, enforcement of the guarantee or infringement claims under the indemnity may result in considerable costs for the Group, which may adversely impact the Group’s business, results of operations or financial condition. Open Source The Group incorporates open source software into the Group’s platform. The Group believes that the use of open source codes has not surpassed what is deemed ordinary within the industry. It is within ordinary practice for Danish and Scandinavian companies, who offer and develop proprietary solutions, to use open source codes when developing proprietary solutions, including use of open source components. Given the nature of open source software, third parties might assert copyright and other intellectual property infringement claims against the Group based on the Group’s use of certain open source software programs. The Group could be required to seek licenses from third parties in order to continue offering the Group’s software, services and products, to re-develop the Group’s software, services and products, to discontinue sales of the Group’s software, services and products, or to release the Group’s proprietary software source code under the terms of an open source license, any of which could adversely affect the Group’s business. This may adversely impact the Group’s business, results of operations or financial condition. Legislation and regulations As the Group’s business activities are spread over a number of geographical markets, it is exposed to many different laws, regulations, ordinances, agreements and guidelines. New laws and regulations or changes in the applicability of existing laws and regulations to the Group’s business activities may result in a risk of reduced revenues and/or increased costs. If changes in laws or regulations, or their applicability to the Group’s activities, were to occur it may adversely impact the Group’s business, results of operations or financial condition. New accounting standards, amendments and interpretations The Group is affected by the accounting principles applicable from time to time, for example IFRS and other international accounting standards. This implies that there is a risk that the Group’s accounting, financial reporting and internal control in the future may be affected by and needs to be adapted to new accounting rules or changed application of the accounting rules in force. This may cause uncertainties in relation to the Group’s accounting, financial reporting and internal control, and may negatively affect the Group’s reported results, assets and equity, which in turn may have a material negative impact on the Group’s operations, earnings and financial position. IFRS 15 (Revenue from Contracts with Customers) will apply to the Group from 1 January 2018. The impact of the standard is currently being assessed and it could adversely impact the Group’s accounting and financial results.

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Financial Risks Seasonality The Group’s earnings and turnover may vary from period to period. If the spreading of earnings and turnover over a year surpasses expectations it may have an influence on the Group’s liquidity as a part of the Group’s expenses do not fluctuate with the revenues on a short term basis. The Group’s biggest single expense is salary. Almost all staff are hired as salaried employees. It is therefore not possible to reduce the major part of the Group’s expenses on a short term basis. The Group has launched programs to minimize this risk. If the programs do not have the expected effect it may adversely impact the Group’s business, results of operations or financial condition. R isk of refinancing and financial covenants The Group has debt obligations and is required to dedicate a portion of its cash flows to service the debt, which reduces cash available to fund acquisitions and to finance operations, capital expenditures, working capital and other general corporate purposes. A part of the Group’s financing is short term financing, making the Group dependent on having such credit facilities renewed from time to time. If any of the lenders under such financing agreements are unwilling to extend such arrangements and the Group is unable to find an alternative source of funding at comparable rates, this may affect the Group’s liquidity adversely or increase the Group’s interest expenses substantially. Furthermore, the level of indebtedness may render the Group unable to secure new credit facilities when required, either on commercially attractive terms or at all. The Group’s ability to make payments on and to refinance its debt, and to fund planned capital expenditures and other strategic investments will depend on its ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are outside the Group’s control. There can be no assurance that the Group’s business will generate sufficient cash flows from operations or that future debt and equity financing will be available in an amount sufficient to enable the Group to pay its debts as they fall due or to fund other liquidity needs. Certain of the Group’s financing arrangements are subject to various covenants, including financial covenants included in the Bond Agreement, which could limit the Group’s ability to finance its operations and capital needs and pursue acquisitions and other business activities. There can be no assurance that the obligations contained in the aforementioned financing arrangements will be met. You are advised to carefully read the covenants in the Bond Agreement, including the carve-outs and permitted actions. A breach of the Group’s financing agreements may trigger cross-default or cross-acceleration provisions and provide a substantial number of the Group’s lenders with a right to cancel their commitments to the Group and require the outstanding indebtedness to be immediately repaid. In addition, an event of default would occur under the Bonds. In such circumstances, all of the Group’s debt could be accelerated at the same time. The occurrence of either of the above could have a material adverse effect on the Group’s ability to satisfy its debt obligations as they fall due and, as a result, could have a material adverse effect on its business, results of operations or financial condition.

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Currency The Group’s accounts are consolidated in DKK, whereas a proportion of the proceeds of sale of the Group’s products and services outside Denmark are denominated in NOK and SEK. In the twelve months up to 30 September 2017 revenues in NOK constituted approximately 12 per cent and revenues in SEK approximately 10 per cent of the total consolidated revenues (excluding the KOMBIT contract). In the twelve months up to 30 September 2017 the EBITDA in NOK constituted approximately 2 per cent and EBITDA in SEK approximately zero per cent of the total EBITDA (excluding the KOMBIT contract). The Group is consequently exposed to currency risks, including currency exchange control risks and other restrictions by foreign governments. To some extent the Group hedges currency risks but there is no standard operating procedure requiring hedging in any event. Furthermore there are risks connected to conversion of intragroup outstanding accounts. Fluctuations in currency exchange rates, including primarily NOK and SEK, relative to DKK could have a material adverse effect on the Group’s business, results of operations or financial condition. Goodw ill See the section “Acquisitions” for the description on the risks related to goodwill. Taxation and Duties The Group conducts its operations through companies in a number of different jurisdictions. Applicable taxes could increase significantly in each of these countries as a result of changes in the tax laws or their application. Furthermore, the Group may become subject to tax audits, which could increase the amount of tax that the Group is required to pay and have a material adverse effect on its business, results of operations or financial condition. The Group has transfer pricing arrangements among subsidiaries in relation to various aspects of the Group’s business, including operations, marketing, sales and delivery functions. Transfer pricing regulations require that any international transaction involving associated enterprises be on arm’s-length terms. The Group considers the transactions to be on arm’s-length terms. The determination of the Group’s consolidated provision for income taxes and other tax liabilities requires estimation, judgment and calculations where the ultimate tax determination may not be certain. The Group’s determination of its tax liability is always subject to review or examination by authorities in various jurisdictions.

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Risks related to the bonds Suitability The Bonds may not be a suitable investment for all investors. Each prospective investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each prospective investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Company Description; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the effect the Bonds will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including Bonds where the currency for principal or interest payments is different from the potential investor’s currency; (iv) understand thoroughly the terms of the Bonds and be familiar with the behavior of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Credit Risks The Group may become unable to pay interest, principal or other amounts on or in connection with the Bonds, which may affect the value of the Bonds adversely. An increased credit risk or decrease in the Group’s creditworthiness may have an effect on the market price of the Bonds. The Group’s ability to make payments on the Bonds will depend on its ability to generate cash or refinance itself in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are outside the Group’s control. Registration The Bonds will be registered with VP Securities A/S and payment of interest, principal or other amounts on or in connection with the Bonds will be made through VP Securities A/S. The Bondholders will thus rely on VP Securities A/S’ procedures for transfer, payment and communication with the Group. Modification, Waivers and Substitution The terms of the Bonds contain provisions for calling meetings of Bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Bondholders, including Bondholders who did not attend and vote at the relevant meeting and Bondholders who voted in a manner contrary to the majority. A Bondholder may be adversely affected by such decisions. Bondholders Representation In accordance with the Bond Agreement, the Bond Trustee represents each Bondholder in all matters relating to the Bonds and the Bond Agreement and holds and shall enforce the Bond Agreement on behalf of the Bondholders. The Bond Agreement contains provisions to the effect that a Bondholder is prohibited from taking actions of its own against the Issuer. This does not, however, rule out the possibility that the Bondholders, in certain situations, could bring their own action against the Issuer, which could negatively impact the chances of an effective enforcement of the Bond Agreement.

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Additionally, under the Bond Agreement the Bond Trustee has the right in some cases to make decisions and take measures that bind all Bondholders without first obtaining the prior consent of the Bondholders, including: (a) the right to agree to amendments to the Bond Agreement provided such amendments do not materially and adversely affect the rights or interest of the Bondholders or such amendments are made solely for the purpose of rectifying obvious errors and mistakes; and (b) the right to accelerate the Bonds and exercise any right, remedies, powers or discretions under the Bond Agreement upon the occurrence of an Event of Default. Legislative Changes The terms of the Bonds are based on Norwegian law as in effect on the issue date [●]and no assurance can be given as to the effect of any possible judicial decision or change to Norwegian or Danish law or administrative practice after [●]. Covenants See “Risk of refinancing and financial covenants” above. Liquidity The Bonds will be admitted to trading on the First North Bond Market Copenhagen. The first two tranches are already admitted. If effective market are not present, the Bonds may not be very liquid. Therefore, investors may not be able to sell their Bonds easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Illiquidity may have a material adverse effect on the market value of Bonds. The Issuer expects the liquidity of the Bonds to be limited. Early Redemption Under the terms of the Bonds, the Issuer may under certain circumstances redeem the Bonds prior to the Redemption Date. An investor may not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Bonds being redeemed and may only be able to do so at a significantly lower rate. Restrictions on Resale The Bonds are subject to certain restrictions on resale and other transfers thereof as set forth in the section entitled “Notice to Prospective Investors”. The Issuer gives no representation with respect to the existence of a secondary market for the Bonds or the liquidity of such a market if one develops. Consequently, Bondholders must be able to bear the economic risk of their investment in the Bonds for the terms of the Bonds. Market Volatility The market price of the Bonds may be volatile and subject to significant fluctuations caused by various factors, many of which are not directly related to the Group. Factors having a potential effect on the price of the Bonds include actual or anticipated fluctuations in the results of the operations of the Group or its competitors, circumstances, trends or changes in the markets in which the Group operates, changes to the market’s valuation of other corresponding companies, changes to management and as well as general macroeconomic conditions.

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Tax Risks Prospective investors should be aware that the investment in the Bonds may have unforeseen tax implications. Prospective investors should seek independent advice relating to tax risks prior to making a decision to invest in the Bonds. Exchange Rates The Issuer will pay principal and interest on the Bonds in DKK. This presents certain risks relating to currency conversions if a Bondholder’s financial activities are denominated principally in a currency or currency unit other than DKK. As a result, Bondholders may receive less interest or principal than expected, or no interest or principal. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, Bondholders may receive less interest or principal than expected, or no interest or principal. European Monetary Union It is possible that prior to the maturity of Bonds the euro may become the lawful currency of Denmark. In that event (i) all amounts payable in respect of any Bonds denominated in DKK may become payable in euro; and (ii) the law may allow or require such Bonds to be re-denominated into euro and additional measures to be taken in respect of such Bonds. The introduction of the euro in any jurisdiction could also be accompanied by a volatile interest rate environment, which could adversely affect investors in the Bonds. The Bonds will be secured The security interests are subject to the Intercreditor Agreement. For certain risks relating to the Intercreditor Agreement, please see the section “Intercreditor Agreement” under these Risk Factors. If the Issuer defaults on the Bonds, the Bondholders will be secured only to the extent of the value of the Security underlying the security interest. The Group may incur additional indebtedness in the future which may also be secured by the Security on a pari passu basis with the Bonds. If the value of the Security is less than the value of the claims of the Bondholders together with claims from the other secured creditors, those claims may not be satisfied in full. The value of the Security may fluctuate over time and no appraisal is made by the Group or any other person with respect to the value of any Security. The amount received upon a sale of the Security will depend on numerous factors including, but not limited to, the actual fair market value of the Security at such time, market and economic conditions, and the timing and the manner of the sale. There also can be no assurance that the Security will be saleable and, even if saleable, the timing of any liquidation or foreclosure is uncertain. Under applicable law, a security interest in certain assets can only be properly perfected, and its priority retained, through certain actions undertaken by the secured party or the grantor of the security. Absent perfection the holder of the security interest in the Security may have difficulty enforcing or may be entirely unable to enforce such holder’s rights in the Security in competition with third parties, including the receiver or administrator in bankruptcy and other creditors who claim a security interest in the Security. In addition a debtor may in certain circumstances discharge its obligation under a receivable by paying to the security provider until the debtor receives a notification of the existence of the security interest. Finally the ranking of pledges may be determined by the date on which they are perfected. A security interest created on a later date but perfected earlier would generally have priority. The security interests in the Security and the provision of any of the Guarantees may be set aside and clawed-back under applicable law claimed by the bankruptcy estate of the security provider in the event that the security provider is deemed to have been or became insolvent at the time the security interests were provide, or due to the security interests were provided, and the secured parties knew or had reason to believe that the security provider was or became insolvent, subject to applicable hardening periods if any.

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The security interests in the Security will not be granted directly to the Bondholders but will be granted to the Bond Trustee as security agent. The Bond Agreement and the Intercreditor Agreement will provide that only the Bond Trustee in its capacity as security agent has the right to enforce the Security and the Guarantees. As a consequence, Bondholders will not have direct security interests and will not be entitled to take enforcement action in respect of the Security securing the Bonds, except through the Bond Trustee as security agent, who will provide the relevant instructions with respect to enforcement. Nordic Trustee ASA acts not only as trustee for the Bondholders and security agent for the Bondholders, but also as security agent for all secured parties under the Intercreditor Agreement. In certain situations Nordic Trustee ASA will accordingly by obliged under the Intercreditor Agreement to act on behalf of and under and following the instructions of other parties than the Bond Trustee. Furthermore the ability to enforce the Security will be subject to mandatory provisions of the laws of the jurisdiction in which the security interests over the Security are taken, and the concept of a trustee or a security agent may not be recognized in all relevant jurisdictions. The security interest in the Security and the Guarantees may also be released in certain situations described in the Intercreditor Agreement. Structural Subordination The payment obligations of the Issuer under the Bonds will be structurally subordinated to payment obligations owed to creditors of the subsidiaries of the Issuer and the subsidiaries of such subsidiaries. The Guarantors will unconditionally and irrevocably guarantee the payment obligations of the Issuer under the Bonds. The Bonds will accordingly have the benefit of a direct claim on the Guarantors, but not on all members of the Group. The benefit of the Guarantees are also limited by the provisions of the Intercreditor Agreement and general law. Please see the sections “Intercreditor Agreement” and “Enforceability of the Security Interest Granted and Guarantees”. Intercreditor Agreement The security interests over the Security are subject to the Intercreditor Agreement. The Intercreditor Agreement provides that the proceeds of enforcement of the Security will be applied to repay claims of the lenders under the RCF and counterparties to certain hedging liabilities in priority to the holders of the Bonds (such creditors, the super senior creditors). Holders of the Bonds may therefore receive less or no proceeds from the enforcement of the Security or in a insolvency scenario. The holders of the Bonds may not control the enforcement of the Security as such enforcement in certain circumstances is controlled by the super senior creditors as provided in the Intercreditor Agreement. The arrangements in the Intercreditor Agreement could result in the enforcement of the Security in a manner that results in lower recoveries by holders of the Bonds. Additional security may be provided to the RCF lender in the form of cash cover which is not also granted to the Bonds, and the terms of the RCF may be amended by the parties thereto without the consent of the holders of the Bonds and without such amendment entitling the holders of the Bonds to get repaid, prepaid or accelerate the Bonds, save that the RCF cannot be increased above DKK 120,000,000.

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Under the Intercreditor Agreement the security agent will in the case of conflicting enforcement instructions with respect to enforcement of the security interests in the Security follow the enforcement instructions provided by the Bond Trustee as representative of the holders of Bonds in the event that the Bond Trustee as representative of the holders of Bonds and the representative of the super senior creditors deliver conflicting enforcement instructions to the security agent. The security agent will, however, not follow the enforcement instructions delivered by the Bond Trustee as representative of the holders of Bonds, but follow the enforcement instructions of the representative of the super senior creditors, if (i) it cannot reasonably be expected that the recoveries from the enforcement of the Security will result in any payment to the holders of the Bonds, (ii) enforcement of the Security has not commenced 90 days after the initiation of the enforcement or (iii) the super senior creditors have not been fully discharged 6 months after the initiation of the enforcement. The holders of the Bonds are in certain default, insolvency and acceleration events described in the Intercreditor Agreement obliged to turn over any amount received in respect of the Bonds to the security agent under the Intercreditor Agreement. This may also include holding such amount on trust for the benefit of the security agent pending payment or pay an amount to the security agent corresponding to any amount received in the form of set-off. In such events the Issuer and the Guarantors will not pay any amounts to the holders of the Bonds. Instead the Bond Trustee will be instructed to direct that payments are made to the security agent under the Intercreditor Agreement to be applied in accordance with the waterfall in the Intercreditor Agreement. The Bonds will under the Intercreditor Agreement be subject to provisions on equalisation. This means that a holder of Bonds in the event that not all holders of Bonds are repaid in full after enforcement of the security interests in the Security, the Guarantees and any other money or assets available for realisation may be required to pay an amount to the security agent under the Intercreditor Agreement for the purpose of the security agent distributing such amount to other holders of Bonds so that the resulting loss borne by each holder of Bonds corresponds pro rata to its holding of Bonds as compared to the total principal amount of Bonds outstanding. The Intercreditor Agreement contains provisions whereby the security interests in the Security can be released in certain circumstances, including in connection with a permitted disposal of the Security in either a non-distressed or distressed scenario or in connection with an enforcement of the security interests in the Security. The same applies to the obligations of a Guarantor under a Guarantee. The security agent under the Intercreditor Agreement is irrevocably authorised to effect such release on behalf of the Bondholders. The net proceeds of any distressed disposal of Security will be used in accordance with the waterfall in the Intercreditor Agreement, which means that the super senior creditors will rank in priority to the Bondholders in relation to such proceeds. Any proceeds of the disposal in a non-distressed scenario may have to be applied for the purpose of mandatory prepayments under financing agreements, including the RCF and the Bond Agreement. You are advised to carefully read the Intercreditor Agreement in full and recommended to seek independent legal advice concerning the interpretation and your position under the Intercreditor Agreement. Conflicting interests between holders of the Bond and Nordea Bank AB (publ) and its affiliates Nordea Bank AB (publ) and its affiliates have engaged in, and may in the future engage in, investment banking and/or commercial banking or other services for the Issuer and the Group in the ordinary course of business. Nordea Danmark, filial af Nordea Bank AB (publ), Sverige is a lender under a super senior revolving credit facility agreement and senior term loan facilities agreement, both provided to certain members of the Group, and the proceeds of the Bonds will be used to, partly repay the Group's indebtedness to Nordea Danmark, filial af Nordea Bank AB (publ), Sverige. Following the issuance of the Bonds, Nordea Danmark, filial af Nordea Bank AB (publ), Sverige may continue to be a lender under a super senior revolving credit facility agreement which will be provided to the Issuer and certain of its Subsidiaries and Nordea Bank AB (publ) is expected to become a hedge counterparty to the Issuer and certain of its Subsidiaries. As lender and hedge pro-vider Nordea Danmark, filial af Nordea Bank AB (publ), Sverige and Nordea Bank AB (publ) will have priority over the hold-ers of the Bonds to receive enforcement proceeds from the enforcement of the Security securing the Bonds and the in-debtedness owed by the Group to Nordea Danmark, filial af Nordea Bank AB (publ), Sverige and Nordea Bank AB (publ) and other payments that may be made to the Security Agent as provided in the applicable priority of payments waterfall and may therefore have a conflicting interest with the holders of the Bonds. Accordingly, conflicts of interest may exist or may arise as a result of Nordea Bank AB (publ) and its affiliates having previously engaged, or engaging in future, in transactions with other parties, having multiple roles or carrying out other transactions for third parties with conflicting interests.

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Risk Factors - continued

Risks related to the bonds

Interest Rate The Bonds are exposed to the risk of fluctuating interest rate levels and uncertain interest income. Investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of the Bonds. Legal Investment Considerations The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent) (1) the Bonds are legal investments for it, (2) the Bonds can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of the Bonds. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the Bonds under any applicable risk-based capital or similar rules. Dematerialized Securities Because the Bonds are dematerialized securities held in the system of VP Securities A/S, investors will have to rely on the clearing system procedures for transfer, payment and communication with the Issuer. The Bonds will not be evidenced by any physical note or document of title other than statements of account made by VP Securities A/S. Ownership of the Bonds will be recorded and transfer effected only through the book entry system and register maintained by VP Securities A/S. Change of Control Put Option The Bond Agreement contains provisions relating to a "Change of Control". Upon the occurrence of a Change of Control, each Bondholder will have the option to put its Bonds to the Issuer who will be required to redeem or purchase or procure the purchase of such Bonds at a price equal to 101 per cent of the nominal amount together with accrued interest. If a Change of Control were to occur, the Issuer may not have sufficient funds available, or may not be able to obtain the funds needed, to redeem or pay the purchase price for all of the Bonds put to it by Bondholders. Failure to redeem or purchase the Bonds would be an Event of Default under the Bond Agreement. Various restrictions in future indebtedness of the Group may also prohibit the Group from being provided with the funds necessary to redeem or purchase any Bonds prior to their stated maturity in the case of a Change of Control. Before the Issuer can be provided with any funds to redeem or purchase any Bonds, the Group may be required to repay indebtedness under future senior credit facilities, or, possibly, other future indebtedness that ranks senior to the Bonds or obtain a consent from various lenders of other indebtedness, to make funds available to permit the redemption or repurchase of the Bonds. Choice of Law and Enforcement The Issuer is a private limited liability company under the laws of Denmark, and the terms of the Bonds are subject to Norwegian law, which may complicate or make it difficult for Bondholders to exercise or enforce certain rights. For example, it may be difficult for investors outside Denmark to serve process on or enforce judgments against the Issuer in connection with the Issue or in connection with their rights as Bondholders.

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Risk Factors - continued

Risks related to the bonds

The Enforceability of the Security Interests granted and Guarantees The laws on inter alia financial assistance may limit the security providers’ ability to grant the security interests in the Security and the Guarantors’ ability to provide the Guarantees. These limitations arise under various provisions or principles of corporate and tax law which include provisions requiring a subsidiary security provider or guarantor to receive adequate corporate benefit from the provision of the security or guarantee respectively, financial assistance rules, ultra vires rules and rules governing preservation of share capital. In Scandinavia the Security Documents will contain language limiting the amount of debt secured to the maximum extent allowable in accordance with applicable local law. Please note that the Danish security providers and Guarantors have not and will not in connection with the provision of the security interests in the Security and Guarantees apply or follow the procedure in the sections 206-209 of the Danish Corporations Act for the provision of legal financial assistance, and no security provider or Guarantor from any other jurisdiction will apply or follow a similar procedure under the laws of such jurisdiction. Accordingly the security interests of the grantor in these jurisdictions were to be enforced; the claims of the holders of the Notes may be limited. If these limitations were not observed, the security interests could be subject to legal challenge. Furthermore, although the Group believes that the security interests are enforceable (subject to local law restrictions), a third party creditor may challenge these security interests and prevail in court. Danish law limits the ability of Danish subsidiaries, directly or indirectly, to guarantee and secure debt of a direct and indirect parent company. These limitations arise under various provisions, which include, among others, provisions or principles of corporate law concerning minority interests and the interests of creditors, ultra vires rules and rules related to capital maintenance, meaning that the issuance of a guarantee or granting of security must be justifiable in light of the financial position of the entity in question. Further, it is a requirement under Danish law that a guarantor or security provider obtains an adequate corporate benefit from the issuance of a guarantee or granting of a security. It has not been tested to what extent such corporate benefit is established when a subsidiary guarantees and secures debt of direct or indirect parent company.

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Risk Factors - continued

Disclaimer

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This Investor Presentation (the “Presentation") has been produced by AX IV EG Holding III ApS (the "Issuer") and its subsidiaries (collectively, the "Issuer Group") solely for use in connection with the tap issue of the Issuer's Floating Rate Senior Secured Callable Bonds 2013/2020 (the "Subsequent Bonds") expected to be initiated in [●] November 2017. This presentation may not be reproduced or redistributed in whole or in part to any other person. Nordea Bank AB (publ) acts as sole bookrunner (the "Sole Bookrunner"). This Presentation is for information purposes only and does not in itself constitute an offer to sell or a solicitation of an offer to buy any of the Subsequent Bonds. By attending a meeting where this Presentation is presented, or by reading the Presentation or part thereof, you agree to be bound by the following terms, conditions and limitations. All information provided in this Presentation has been obtained from the Issuer Group or is publicly available material. Neither the Sole Bookrunner, the Issuing Agent, nor any of their affiliates, directors, officers, employees, advisors or representatives (collectively the "Representatives") shall have any liability whatsoever arising directly or indirectly from the use of this Presentation. Moreover, the information contained in this Presentation has not been independently verified and the Sole Bookrunner and the Issuing Agent assume no responsibility for, and no warranty (expressly or implied) or representation is made as to, the accuracy, completeness or verification of the information contained in this Presentation, and it should not be relied upon as such. The Issuer Group does not intend to, and does not assume any obligation to, update the Presentation. An investment in the Subsequent Bonds involves a high level of risk and several factors could cause the actual results or performance of the Issuer Group to be different from what may be expressed or implied by statements contained in this Presentation. By attending a meeting where this Presentation is presented, or by reading the Presentation or part thereof, you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Issuer Group and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Issuer Group, its business and the Subsequent Bonds and other securities. The content of this Presentation is not to be construed as legal, credit, business, investment or tax advice. Each recipient and any potential investor must rely on its own assessment of the Issuer Group and the Subsequent Bonds and should consult with its own legal, credit, business, investment and tax advisers to receive legal, credit, business, investment and tax advice. Neither this Presentation nor any copy of it nor the information contained herein is being used, nor may this Presentation or any copy of it or the information contained herein be distributed directly or indirectly, to or into Canada, Australia, Hong Kong, Italy, Japan, the United Kingdom or the United States (or to any U.S. person (as defined in Rule 902 of Regulation S under the U.S. Securities Act)), or to any other jurisdiction in which such distribution would be unlawful, except as set forth herein and pursuant to appropriate exemptions under the laws of any such jurisdiction. Neither the Issuer Group, the Sole Bookrunner, the Issuing Agent, nor any of their Representatives, have taken any actions to allow the distribution of this Presentation in any jurisdiction where action would be required for such purposes. The distribution of this Presentation and any purchase of or application/subscription for Subsequent Bonds or other securities of the Issuer Group may be restricted by law in certain jurisdictions, and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the applicable securities laws of any such jurisdiction. None of the Issuer Group, the Sole Bookrunner, the Issuing Agent, or any of their Representatives shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with the Presentation. Neither the Issuer Group, the Sole Bookrunner nor the Issuing Agent have authorised any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC, as amended (the “Prospectus Directive”) and this Presentation is not a prospectus for purposes of the Prospectus Directive. In the event that this Presentation is distributed in the United Kingdom, it shall be directed only at persons who are either (a) "investment professionals" for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (b) high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order, or (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 Subsequent Bonds 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 must not act or rely on this Presentation or any of its contents. Any investment or investment activity to which this Presentation relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. This Presentation is not a prospectus under the UK Financial Services and Markets Act 2000, as amended ("FSMA"). Accordingly, this Presentation has not been approved as a prospectus by the UK Financial Services Authority ("FSA") under Section 87A of FSMA and has not been filed with the FSA pursuant to the UK Prospectus Rules nor has it been approved by a person authorised under FSMA. This Presentation does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The Subsequent Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States. Accordingly, the Subsequent Bonds 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, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Subsequent Bonds are being offered and sold only outside the United States to persons other than U.S. persons in reliance upon Regulation S under the Securities Act ("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 under the Securities Act.

Disclaimer - continued

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This Presentation has been prepared exclusively for the benefit and internal use of the recipient and no part of this Presentation or the information it contains may be disclosed, reproduced or redistributed to any other party without the prior written consent of the Issuer and the Sole Bookrunner. This Presentation is dated 13 November 2017. Neither the delivery of this Presentation nor any further discussions between the Issuer Group, the Sole Bookrunner or the Issuing Agent and any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer Group since such date. The Issuer Group 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 Presentation to reflect events that occur or circumstances that arise after the date of this Presentation. The Sole Bookrunner, the Issuing Agent and/or their Representatives may hold shares, options or other securities of the Issuer Group and may, as principal or agent, buy or sell such securities. The Sole Bookrunner and the Issuing Agent may have other financial interests in transactions involving these securities or the Issuer Group. Any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Danish courts and shall be subject to Danish law. Forward Looking Statements Certain information contained in this presentation, including any information on the Issuer Group’s plans or future financial or operating performance and other statements that express the Issuer Group’s management’s expectations or estimates of future performance, constitute forward-looking statements (when used in this document, the words “anticipate”, “believe”, “estimate” and “expect” and similar expressions, as they relate to the Issuer Group or its management, are intended to identify forward-looking statements). Such statements are based on a number of estimates and assumptions that, while considered reasonable by management at the time, are subject to significant business, economic and competitive uncertainties. The Issuer Group cautions that such statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of the Issuer Group to be materially different from the Issuer Group’s estimated future results, performance or achievements expressed or implied by those forward-looking statements. Audit Review of Financial Information Certain financial information contained in this Presentation has not been reviewed by the Issuer Group’s auditor or any other auditor or financial expert. Hence, such financial information might not have been produced in accordance with applicable or recommended accounting principles and may furthermore contain errors and/or miscalculations. The Issuer Group is the source of the financial information, and neither of the Issuer Group, the Sole Bookrunner, the Issuing Agent, nor any of their Representatives shall have any liability (in negligence or otherwise) for any inaccuracy of the financial information set forth in this Presentation. ANY POTENTIAL INVESTOR INVESTING IN THE SUBSEQUENT BONDS IS BOUND BY THE TERMS AND CONDITIONS OF THE SUBSEQUENT BONDS WHICH THE INVESTOR ACKNOWLEDGES HAVING ACCEPTED BY SUBSCRIBING FOR SUCH SUBSEQUENT BONDS. The Issuer Group is the source of, and is responsible for the information given in this Presentation. The Issuer confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Presentation is, to the best of the Issuer’s knowledge and belief, in accordance with the facts and contains no omissions likely to affect its import in any material respect. This presentation is provided to you for information purposes only and should not be relied upon by you and no liability, responsibility, or warranty of any kind, other than as set out in the immediately preceding sentence, is expressed, assumed or implied by the Issuer for the accuracy, inaccuracy, interpretation, misinterpretation, application, misapplication, use or misuse of any statement, claim, purported fact or financial amount, prediction or expectation. Neither Nordea Bank AB (publ) (being the Sole Bookrunner) nor any of its Representatives have conducted any efforts to confirm or verify the information supplied by the Issuer Group. Any information in this Presentation and in the documents incorporated by reference that is third party information has, as far as the Issuer is aware and can be judged on the basis of other information made public by that third party, been correctly represented and no information has been omitted which may render the third party information set out therein misleading or incorrect. The board of directors and the management of the Issuer confirm that, having taken all reasonable care to ensure that such is the case, the information presented in this Presentation, to the best of their knowledge, is in accordance with actual conditions and contains no omissions likely to affect its import in any material respect. Statements in the Investor Presentation about current and future market conditions and prospects for the Issuer Group have been made on a best judgement basis. Board of Directors of AX IV EG Holding III ApS