United Group Annual Report to Noteholders for Financial Year 2018 29 April 2019 FY 2018 HIGH YIELD REPORT CONTENTS Page 2018 Summary ....................................................................................................... 3 Business ................................................................................................................. 6 Key Operating Measures ...................................................................................... 45 Results of Operations ........................................................................................... 48 Liquidity and Capital Resources ........................................................................... 56 Subsequent (Material Recent) Events .................................................................. 60 Mergers & Acquisitions ....................................................................................... 61 Group Background ............................................................................................... 62 Appendices ........................................................................................................... 65 Appendix 1 - Financial statements ............................................................................................ 65 Appendix 2 - Key Factors Affecting Our Business and Results of Operations ..................... 69 Appendix 3 - Definitions of Key Operating Measures ............................................................. 78 Appendix 4 - Description of Key Line Items ............................................................................ 80 Appendix 5 - Quantitative and Qualitative Disclosures about Market Risk ......................... 82 Appendix 6 – Critical Accounting Policies ............................................................................... 83 Appendix 7 – Adria Midco BV Group Consolidated Financial Statements .......................... 84 Appendix 8 – Related parties transactions ............................................................................... 85 Appendix 9 – Risk factors .......................................................................................................... 86 Appendix 10 – Material Debt Instruments (Other than the Notes) ...................................... 119 FY 2018 HIGH YIELD REPORT Disclaimer THIS REPORT (THIS “REPORT”) IS NOT AN OFFER OR SOLICITATION OF AN OFFER TO BUY OR SELL SECURITIES. IT IS SOLELY FOR INFORMATION PURPOSES. BY READING THIS REPORT, ATTENDING A PRESENTATION OF THIS REPORT (THE “PRESENTATION”) AND/OR READING THE SLIDES USED FOR THE PRESENTATION (THE “PRESENTATION SLIDES”) YOU AGREE TO BE BOUND AS FOLLOWS: This Report, the Presentation and/or the Presentation slides, contains forward-looking statements, which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or including the words “targets”, “believes”, “expects”, “aims”, “intends”, “may”, “anticipates”, “estimates”, “would”, “will”, “could”, “should” or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond our control that could cause our actual performance or achievements to be materially different from future performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our present and future strategies and the environment in which we will operate in the future. These forward-looking statements speak only as at the date of this presentation. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any of such statements are based. This Report contains summary audited financial information for Adria Midco B.V. and its subsidiaries for the twelve months ended December 31, 2018, unless another source, such as management accounts, is specifically mentioned. Certain financial measures and ratios related thereto in this presentation, including EBITDA, Adjusted EBITDA, Adjusted EBITDA minus capital expenditure, RGUs and ARPU (collectively, the ‘‘Non-IFRS Measures’’) are not specifically defined under IFRS or any other generally accepted accounting principles. These measures are presented here because we believe that they and similar measures are widely used in our industry as a means of evaluating a company’s operating performance and financing structure. Our management believes this information, along with comparable IFRS measures, is useful to investors because it provides a basis for measuring the operating performance in the periods presented. These measures are used in the internal management of our business, along with the most directly comparable IFRS financial measures, in evaluating the operating performance. These measures may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles, and you should not consider such items as alternatives to net income (loss), operating income or any other performance measures derived in accordance with IFRS, and they may be different from similarly titled measures used by other companies. 2 FY 2018 HIGH YIELD REPORT 2018 Summary 29 April 2019 – United Group, the leading cable and media player in South Eastern Europe, today reports its financial results for 2018. Operational Highlights Homes passed grew by 4% to 1,833 thousand compared to FY 2017, primarily as a result of network expansion Number of unique cable subscribers increased to 1,164 thousand (FY 2017: 1,139) RGUs up by 5% year-on-year to 3,788 thousand, driven by organic growth Blended Cable ARPU for FY 2018 up by 7% year-on-year to €22.1 (FY 2017: €20.6), driven by migration from lower-priced to higher-priced service packages, growth in subscribers for the multi-play offering, and price increases in Serbia, Slovenia and Bosnia and Herzegovina Financial Highlights Consolidated Group revenue for FY 2018 up 23% year-on-year to €635.6 million (FY 2017: €517.6 million) Consolidated Group adjusted EBITDA up by 17%1 in FY 2018 to €260.6 million (FY 2017: €223.3 million) Net cash inflow of €10.9 million against an inflow of €18.6 million in FY 2017 Net leverage (ratio of Group Net Debt to Annualised Last Two Quarters Adjusted Pro Forma EBITDA2) as at December 31, 2018 down to 4.88x (5.20x as at December 31, 2017) 1 Year-on-year comparison affected by positive effect of acquisitions realized during 2017 and 2018, as well as changes in FX rates 2 Annualized Last 2 Quarter Pro Forma Adjusted EBITDA calculated as two times Q3+Q4 2018 Adjusted EBITDA plus two times €0.3 million of 1 months 2018 Nova Croatia EBITDA (consolidated as of 1 August 2018) plus two times negative €0.8 million of 2 months 2018 DM & PINK EBITDA (consolidated as of 1 September 2018) plus €4.2 million of expected synergies with Nova Croatia plus €12.4 million of expected synergies with DM & PINK. 3 FY 2018 HIGH YIELD REPORT The following summary describes the operations in each of our reportable segments or subgroups: SBB Serbia includes the results of cable services in Serbia and direct-to-home (“DTH”) operations in Serbia, Croatia and Macedonia, including the results of Ikom (acquired in April 2017). Absolut Solutions results are also included in the SBB Serbia segment, however their results are not reflected in the statutory consolidated results of the SBB Serbia Group. Results for 2017 include Totalna TV Croatia which was sold to V-Investment Holdings B.V. in January 2018. Telemach Slovenia includes the results of our cable and mobile services in Slovenia and DTH operations in Slovenia. Telemach BH includes the results of our cable and DTH services in Bosnia and Herzegovina. Telemach Montenegro includes the results of our cable and DTH services in Montenegro. United Media Group includes the results of our media and content business in the former Yugoslav region including the results of N1, Sport Klub, Grand Production, Orlando Kids, IDJ and entities acquired during 2018 (Nova TV and Direct Media Group). Other Businesses includes the results of our other operating businesses (such as NetTV) and our Holding companies. United Group generated consolidated revenues of €635.6 million during FY 2018. The 23% increase in revenue resulted primarily from organic growth of our subscriber base, migration of subscribers to multi-play packages and the impact of companies acquired in 2017 and 2018. Adjusted EBITDA generated during FY 2018 was up 17% to €260.6 million. 2017* Summary financials table in € m 2018 Change Restated Revenue 517.6 635.6 23% Adjusted EBITDA 223.3 260.6 17% Result from operating activities (25.3) 20.7 182% Profit before tax (120.2) (43.0) 64% In FY 2018: SBB generated 32% of consolidated revenues and 43% of consolidated Adjusted EBITDA Telemach Slovenia generated 35% of consolidated revenues and 27% of consolidated Adjusted EBITDA 4 FY 2018 HIGH YIELD REPORT Telemach BiH generated 11% of consolidated revenues and 9% of consolidated Adjusted EBITDA Telemach MNE generated 2% of consolidated revenues and 1% of consolidated Adjusted EBITDA UM generated 17% of consolidated revenue and 20% of consolidated Adjusted EBITDA Other Businesses generated 3%