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May 2017 Forward-Looking Statement

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May 2017 Forward-Looking Statement The Bezeq Era May 2017 Forward-Looking Statement This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts and may include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Those factors include the factors indicated in our filings with the Securities and Exchange Commission (SEC). For more details, refer to our SEC filings and the amendments thereto, including our Annual Report on Form 20-F and Current Reports on Form 6-K. We undertake no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in our expectations, except as may be required by law. 1 About BCOM . B Communications Ltd. is a holding company with a controlling interest At A Glance (approximately 26.3%) in Bezeq, The Ticker BCOM Israel Telecommunication Corp. (“Bezeq”), Exchange NASDAQ & TASE Israel’s largest telecommunications provider (TASE: BEZQ). Headquarters Ramat Gan, Israel Stock Price $19.94 . BCOM is a subsidiary of Internet Gold and 52 Week Range $17.99-$27.96 part of the Eurocom Group in Israel. The Company, which was formerly known as Shares Outstanding 29.9 Million 012 Smile Communications, went public Market Capitalization $584 Million on Nasdaq in November 2007. As of May 14, 2017 2 Investment Considerations . Owns a controlling stake in an asset with strong, consistent cash flow generation. Trades at a discount to Net Asset Value. 14% Dividend yield from dividend distribution in 2016 of NIS 355 million. Three dividend payments during 2015 in a total amount of NIS 127 million as part of the Company’s commitment to return capital to shareholders. Decreased net debt from more than NIS 5 billion in April 2010 (when BCOM acquired the controlling interest in Bezeq) to just NIS 2.2 billion as of March 2017. Successful refinance of the Company’s 7⅜% Senior Secured Notes with the new Series C Debentures will decrease the Company’s annual financial expenses and increase its net profit by approximately NIS 150 million starting 2017. 3 Company’s Management Shaul Elovitch Founder & Chairman Over 40 years experience building leading Proven capabilities in: communications businesses • Strategy creation & strategic planning and other major investments • Marketing & brand development businesses • Operational & financial management • Management of mergers & acquisitions • Capital raising - 16 major transactions 2 IPOs – IGLD and BCOM Doron Turgeman 12 bond issues CEO since 2011 & CFO from $800 million Rule 144A offering 2001 till 2011 Convertible bond issuance and 2 20 years experience in option series. management 18 years experience in communications Chairman of the board of directors of Bezeq and it’s subsidiaries 4 Eurocom Group is one of the leading holding groups in Israel, highly experienced in the telecommunications market Eurocom was founded in 1979. One of Israel’s largest holding companies in Israel. Owned by Shaul Elovitch, Chairman of the Board of Directors (80% ownership) and Yossef Elovitch, Director (20% ownership). Investments in telecommunications, satellite services, renewable energy, media, consumer electronics, real estate and additional fields. 61% Telecom Consumer Investments & Satellite Services Real Estate Internet Gold (IGLD) Electronic Products Finance Eurocom Cellular Eurocom Real 65% Space Communications Enlight energy Ltd. Estate Ltd. Communications Ltd. (Microsoft, Motorola, ZTE) B Communications (BCom) Eurocom Digital 26% Eurocom Capital Satcom Sys Ltd. Communications MIDTWON control Finance Ltd. stake (Panasonic, Uniden) D.M. Engineering Bezeq EITAG Ltd. Ltd. Traded on TASE Traded on NASDAQ Key Milestones for BCOM From small entrepreneurial business to large holding company Founded in 1999 under the name Gold trade, operating in the field of e-commerce, as a subsidiary of IGLD, and as the operator of the e-commerce web site P1000 1999 In 2004, IGLD increases its holdings in the Company to 100% Restructure of IGLD into a holding company owning Smile Communications and Smile Media to As part of the restructure Gold trade changes its name to Smile Communications, transfers its e- 2006 commerce activities to Smile Media and receives IGLD's communications activities Acquisition and merger with 012 Golden Lines to form 012 Smile Communications Successful IPO and listing of 012 Smile Communications on NASDAQ and TASE (SMLC) 2007 Continuous organic growth to Crystallization of the strategy to become a leader in the Israeli telecom market Preparation for the next major M&A transaction while examining several opportunities 2009 Sale of legacy 012 Smile Communications assets Acquisition of the controlling interest in Bezeq – Israel’s telecom market leader On February 19, 2014, BCOM announced the completion of an international offering of US$ 800 million 2010 senior secured notes that was used to fully refinance the bank and institutional debt that it incurred to acquire its controlling interest in Bezeq to On February 2, 2016, BCOM announced the sale of 4.18% of Bezeq’s shares for NIS 982 million 2017 On September 18, 2016 BCOM completed ssuccessful refinancing of the Company’s 7⅜% Senior Secured Notes with the new Series C Debentures From April 2010 through March 2017, BCOM decreased its net debt from more than NIS 5 billion to only NIS 2.2 billion 6 Group Structure Eurocom Group Private ~61.1% • M.cap (Mil. NIS) – 781 • NAV (Mil. NIS) - 923 ~38.9% Internet Gold Free float • Net debt (Mil. NIS) – 579 Golden Lines • Net debt / EBITDA – 5.19 • Listed - TASE, NASDAQ ~64.8% • M.cap (Bil. NIS) – 2.1 ~35.2% • NAV (Bil. NIS) - 2.3 Free float B Communications • Net debt (Bil. NIS) – 2.21 • Net debt / EBITDA – 4.35 • Listed - TASE, NASDAQ ~26.3% • M.cap (Bil. NIS) - 17.2 ~73.7% • TTM EV/EBITDA - 6.5 Free float • Net debt / EBITDA - 2.29 • Listed - TASE Fixed-line, broadband 100% 100% Mobile telephony infrastructure, data com and data 100% 100% ILD, ISP, Call centre enterprise services solutions 100% 100% Pay-TV (DTH) Internet Walla! portal Source: Bezeq’s investors presentation – http://ir.bezeq.co.il. (1) Net debt and Holding percentage figures are as of March 31, 2017. 7 Market Value of BCOM’s holding in Bezeq Vs. LTV 7 100% 93% 90% 6 80% 70% 5 60% 49% 50% 4 40% 30% 3 20% Dec 12 Mar 13 Jun 13 Sep 13 Dec 13 Mar 14 Jun 14 Sep 14 Dec 14 Mar 15 Jun 15 Sep 15 Dec 15 Mar 16 June 16 September December March 17 16 16 Market value of BCOM's holding in Bezeq BCOM's LTV 8 Reduction in BCOM’s Net Debt From the Bezeq acquisition until March 2017 6 5 4.43 4 3 NIS Billions 2 2.21 1 (1) (2) Financial Debt Liquidity Net Debt 9 Our Base Asset 10 Bezeq is Israel’s largest telecom group and the most comprehensive infrastructure and service provider Bezeq Group Market cap: NIS 17.2bn (as of May 14, 2017) LTM Revenue: NIS 10.1bn LTM Adj. EBITDA5: NIS 4.1bn 100% 100% 100% 100% Fixed-Line Cellular ISP, ILD and Pay-TV (DTH) (Telephony, Broadband and Enterprise Data Transmission) (Pelephone) 2.1mm access lines/1.6mm 2.4mm subscribers Largest ISP with 44% 614K subscribers broadband Internet lines 4 Among top three incumbent market share Sole licensed DTH provider #1 Fixed-Line telephony cellular providers with 23% Offering full suite of data in Israel with 40% Pay-TV provider with market share of market share 55%1 in private sector and 73% transfer, network and ICT market share in business sector solutions for small and large #1 Broadband Infrastructure enterprises provider with 69% market share LTM Revenue: NIS 4.4bn LTM Revenue: NIS 2.6bn LTM Revenue: NIS 1.5bn LTM Revenue: NIS 1.7bn 43% of total revenues2 26% of total revenues2 15% of total revenues2 17% of total revenues2 LTM EBITDA: NIS 2.8bn LTM EBITDA: NIS 412mm LTM EBITDA: NIS 313mm LTM EBITDA: NIS 560mm 3 3 69% of total EBITDA 10% of total EBITDA 8% of total EBITDA3 14% of total EBITDA3 Note: LTM results, KPIs and Subscriber based market share data are as of 4Q ’16 1 Company estimates; Captures private and business sector 2 Breakdown based on gross revenue (pre elimination of inter-company revenues) 3 Breakdown based on aggregate EBITDA generated by Bezeq Fixed-Line, Pelephone and Bezeq International (pre elimination of inter-company items) 4 Company estimates; Based on total broadband Internet infrastructure access services subscribers in the market 5 Adjusted EBITDA represents profit before income tax, share of loss of equity-accounted investee, financing expenses, net and depreciation and amortization. 11 The Israeli economy combines the advantages of developed markets and emerging economies Unemployment rate Israel 12.0% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% 2000 2002 2004 2006 2008 2010 2012 2014 2016 Inflation rate 3.0% 2.0% 1.0% 0.0% 2010 2011 2012 2013 2014 2015 2016 -1.0% -2.0% Source: Central Bureau of Statistics data and Bank of Israel calculations 13 BEZEQ - The largest provider of telecommunications services in Israel . LTM Revenue: NIS 10.1 billion . Diversified portfolio in all TMT sub-markets • 2.12 million fixed customer lines • 2.40 million cellular customer lines • 1.56 million broadband lines • 614,000 Pay-TV customers .
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