United Group Disclosure Supplement to Noteholders April 20, 2015 Table of Contents Page Certain Definitions ......................................................... 1 Recent Developments ....................................................... 3 Summary Historical and Pro Forma Financial Data ................................. 5 Risk Factors .............................................................. 20 Unaudited Pro Forma Condensed Combined Financial Information ..................... 37 Management’s Discussion and Analysis of Financial Condition and Results of Operations ..... 40 Industry and Market Overview ................................................ 76 Business ................................................................ 85 Management ............................................................. 119 Principal Shareholders ...................................................... 122 Related Party Transaction .................................................... 123 Annex A—Financial Statements of Adria Midco B.V., as of and for December 31, 2014 ....... F-1 CERTAIN DEFINITIONS Unless otherwise specified or the context requires otherwise in this supplemental report references to: ‘‘2006 Slovenian Accounting Standards’’ refer to the 2006 Slovenian Accounting Standards issued by the Slovenian Institute of Auditors and the Companies Act (ZGD-1); ‘‘BAM’’ refers to Bosnian Mark, the lawful currency of Bosnia and Herzegovina; ‘‘Company’’ refers to Adria Midco B.V., the direct parent company of the Issuer; ‘‘EU’’ refers the European Union; ‘‘euro’’ or ‘‘A’’ refers the lawful currency of the European Monetary Union; ‘‘EuroDOCSIS’’ refers to the European implementation of an international telecommunications standard that permits the addition of high-speed data transfer to an existing cable television system; ‘‘Group,’’ ‘‘United Group,’’ ‘‘us,’’ ‘‘our,’’ and ‘‘we’’ refers to the Company and its consolidated subsidiaries; ‘‘HFC’’ refers to ‘‘hybrid fiber-coaxial’’ and is a telecommunications industry term for a broadband network that combines optical fiber and coaxial cable; ‘‘IFRS’’ refers to International Financial Reporting Standard as adopted by the European Union as well as to International Financial Reporting Standards; ‘‘Issuer’’ refers to United Group B.V., which was formerly Adria Bidco B.V.; ‘‘KDS’’ refers to DOO Knight Development Support preduzece za proizvodnju, trgovine i usluge Novi Sad, a Serbian cable operator based in the Serbian city of Novi Sad, which was acquired by us in December 2011; ‘‘KKR’’ refers to certain investment funds advised by Kohlberg Kravis Roberts & Co. LP or its affiliates; ‘‘LTE’’ or ‘‘4G’’ refer to the upgraded standard for wireless communication of high-speed data for mobile phones; ‘‘MNO’’ refers to mobile network operator; ‘‘MTR’’ refers to mobile termination rate; ‘‘MVNO’’ refers to mobile virtual network operator; ‘‘Original Notes’’ refers to the A475 million 77⁄8% Senior Secured Notes due 2020 issued on November 15, 2013; ‘‘Revolving Credit Facility’’ refers to the senior secured revolving credit facility established under the Revolving Credit Facility Agreement, as amended from time to time; ‘‘Revolving Credit Facility Agreement’’ means the super senior revolving credit facility agreement dated November 5, 2013 and entered into, among others, UniCredit Bank AG, London Branch as facility agent, UniCredit Bank AG, London Branch as English security agent, UniCredit Bank Serbia JSC Belgrade as Serbian security agent, UniCredit Bank Serbia JSC Belgrade as Payment Agent and Banca IMI S.P.A., London Branch, BNP Paribas Fortis S.A./N.V., Citigroup Global Markets Limited, Credit Suisse AG, London Branch, Findomestic Banka AD Beograd, ING Bank NV, Raiffeisen Bank International AG, UniCredit Bank Austria AG and UniCredit Bank Serbia JSC Belgrade as arrangers, as amended from time to time; ‘‘RGUs’’ refers to revenue generating units; ‘‘RSD’’ refers to Serbian Dinar, the lawful currency of the Republic of Serbia; ‘‘SBB Serbia’’ refers to Serbia Broadband—Srpske Kablovske Mreˇze d.o.o. Beograd (Novi Beograd); ‘‘Slovenia Broadband’’ refers to Slovenia Broadband S.a` r.l., a Luxembourg private limited liability company (soci´et´e a` responsabilit´e limit´ee), registered with the Luxembourg Register of Commerce and Companies under number B145.882, having its registered office at 61 rue Rollingergrund, L-2440, Luxembourg, and having a share capital of EUR 200,000; 1 ‘‘Telemach BH’’ refers to Telemach d.o.o. Sarajevo; ‘‘Telemach Slovenia’’ refers to Telemach d.o.o.; ‘‘Tuˇsmobil’’ refers to Tuˇsmobil d.o.o.; ‘‘U.S.’’ and ‘‘United States’’ refers to the United States of America; and ‘‘U.S. dollars’’ or ‘‘$’’ refers to the lawful currency of the United States 2 RECENT DEVELOPMENTS The Acquisition of Tuˇsmobil On October 16, 2014, Telemach Slovenia, a subsidiary of the Issuer, and Adria Topco B.V. entered into a share sale and purchase agreement with Tuˇsmobil and Tuˇs Holding d.o.o. providing for the acquisition of all of the issued and outstanding share capital of Tuˇsmobil for a total consideration of A110.0 million, comprised of (i) an initial consideration of A84.0 million (including the repayment of Tuˇsmobil’s outstanding indebtedness, and the assumption of A16.3 million of its indebtedness (net of cash), trade payables and other operating liabilities) and (ii) deferred consideration of A26.0 million to be paid by Adria Topco B.V. in four installments over a period of thirty months from the completion date, April 1, 2015. On April 1, 2015, we completed the acquisition of Tuˇsmobil, and Tuˇsmobil is now wholly owned by Telemach Slovenia as part of the restricted group. See ‘‘Related Party Transactions—Acquisition Agreement relating to the Acquisition of Tuˇsmobil.’’ We financed the initial consideration for the acquisition of Tuˇsmobil with a draw down under our Revolving Credit Facility. To allow for such funding, we agreed with our lenders to increase the commitments under our Revolving Credit Facility to A135 million. Following the offering of the Additional Notes (as defined herein) and the application of proceeds therefrom, commitments above A100.0 million under the Revolving Credit Facility Agreement will be cancelled. Financial performance Based on preliminary results from our unaudited management accounts and information currently available, we estimate that our revenue will be between A48 million to A50 million for the two months ended February 28, 2015 compared to A43.1 million for the two months ended February 28, 2014 for Slovenia Broadband and its consolidated subsidiaries. During the two months ended February 28, 2015, our revenue increased due to the growth of our business operations resulting from our organic growth, as well as the consolidation of our newly-acquired companies, including Grand Production, Broadband Montenegro and Orlando Kids and Bambino. We estimate that EBITDA for the two months ended February 28, 2015 will be between A21 million to A22 million compared to A20.4 million for the two months ended February 28, 2014 for Slovenia Broadband and its consolidated subsidiaries. Our EBITDA for the two months ended February 28, 2014 is not fully comparable with the figure for the same period in 2015, as it includes the impact of changes in our policy relating to the provision for bad debt estimates; on a comparable basis, EBITDA for this period in 2014 would have been lower by A1.6 million. Based on preliminary results from Tuˇsmobil’s unaudited management accounts and information currently available, we estimate that for the two months ended February 28, 2015, Tuˇsmobil’s net sales will be between A11.5 million to A12.1 million and its EBITDA will be between A1.7 million to A1.9 million compared to A11.9 million and A1.4 million, respectively, for the two months ended February 28, 2014. As of February 28, 2015, we had approximately 2.2 million RGUs compared to approximately 2.1 million RGUs as of December 31, 2014. The RGUs added over this period were a result of an increase in multi-play subscribers. We estimate that our blended cable ARPU for the two months ended February 28, 2015 will be between A17.7 to A18.7 compared to A17.9 for the year ended December 31, 2014, primarily driven by an increase in multi-play subscribers. In addition, as of February 28, 2015, Tuˇsmobil had approximately 297 thousand RGUs compared to 278 thousand RGUs for the two months ended February 28, 2014, and, for the two months ended February 28, 2015, its ARPU was between A13 to A14 compared to A15.1 for the two months ended February 28, 2014. This decline in Tuˇsmobil’s ARPU in the two months ended February 28, 2015 compared to the two months ended February 28, 2014 was primarily due to the impact of the mandatory reduction of mobile termination rates, or MTR, in 2014 in Slovenia, which reductions became effective in September 2014. This financial information is based on preliminary management accounts and has not been audited, reviewed or verified by our independent auditors or the independent auditors of Tuˇsmobil and you should not place undue reliance on them. During the course of our financial statement completion and review process for the three months ended March 31, 2014, we or Tuˇsmobil’s management, as the case may be, could identify items that would require adjustments to be made and which could affect the final results of operations for the periods presented above. 3 Planned acquisitions We are in the process of completing certain acquisitions in respect of which we have entered