United Group Annual Report to Noteholders for Financial Year 2015 28 April 2016 FY 2015 HIGH YIELD REPORT CONTENTS Page Summary ................................................................................................................. 3 Business .................................................................................................................. 6 Key Operating Measures ....................................................................................... 31 Results of Operations ............................................................................................ 35 Liquidity and Capital Resources ............................................................................ 40 Subsequent (Material Recent) Events .................................................................. 44 Mergers & Acquisitions ......................................................................................... 45 Group Background ................................................................................................ 46 Appendices ............................................................................................................ 50 Appendix 1 - Financial Statements ............................................................................................... 50 Appendix 2 - Key Factors Affecting Our Business and Results of Operations ............................ 55 Appendix 3 - Definitions of Key Operating Measures ................................................................. 60 Appendix 4 - Description of Key Line Items ................................................................................ 62 Appendix 5 - Quantitative and Qualitative Disclosures about Market Risk ................................. 64 Appendix 6 – Critical Accounting Policies ................................................................................... 65 Appendix 7 – Adria Midco BV Group Consolidated Financial Statements ................................. 66 Appendix 8 – Related Parties Transactions .................................................................................. 67 Appendix 9 – Risk Factors ............................................................................................................ 68 FY 2015 HIGH YIELD REPORT Disclaimer 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, 2015, unless another source, such as management accounts, is specifically mentioned. In addition, this Report contains summary unaudited pro forma condensed combined financial information for Adria Midco B.V. and its subsidiaries for the twelve months ended December 31, 2014, which represents the arithmetical addition of the financial information of Adria Midco B.V. for the twelve months ended December 31, 2014 (which includes the financial results of Slovenia Broadband S.à r.l. and its subsidiaries from March 1, 2014) and the financial information of Slovenia Broadband S.à r.l. for the two months ended February 28, 2014, after applying certain intercompany eliminations and making certain pro forma adjustments to give effect to the acquisition by United Group B.V. of Slovenia Broadband S.à r.l. and its subsidiaries on March 6, 2014, as though it had occurred on January 1, 2014. The unaudited pro forma financial information for Adria Midco B.V. and its consolidated subsidiaries is presented for informational purposes only and is not intended to represent or be indicative of the results of operations or financial position that we would have reported had the acquisition by United Group B.V. of Slovenia Broadband S.à.r.l. and its subsidiaries been completed as of the dates and for the periods presented herein and should not be taken as representative of our results of operations or financial condition following the completion of such transaction. 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 2015 HIGH YIELD REPORT Summary 28 April 2016 – United Group, the leading cable and pay-TV operator in South Eastern Europe, today reports its financial results for twelve months of 2015. Operational Highlights Homes passed up by 4% to 1,495 thousand compared to FY 2014, primarily as a result of network expansion as well as the acquisition of 6 cable operators in Bosnia and Herzegovina Number of unique cable subscribers increased to 920 thousand1 RGUs up by 34% year-on-year to 2,850 thousand, driven by organic growth and acquisitions Blended Cable ARPU for FY 2015 up by 2% year-on-year to €18.3 (FY 2014: €17.9), driven by migration from lower-priced to higher-priced service packages, growth in subscribers for the multi-play offering, and price increases in Serbia and Slovenia Financial Highlights Consolidated Group revenue for FY 2015 up 33% year-on-year to €377.3 million (FY 2014: €283.7 million) Consolidated Group adjusted EBITDA up by 21%2 in FY 2015 to €161.0 million (FY 2014: €133.5 million) Net cash outflow of €1 million against an outflow of €454 million in FY 2014 Net leverage (ratio of Group Net Debt to Annualised Last Two Quarters Adjusted Pro Forma EBITDA3) as at December 31, 2015 up to 3.97x (3.93x as at December 31, 2014) 1 Comparability vs. FY 2014 is affected by the reclassification of B2B cable subscribers at SBB, from unique cable subscribers to “Other” subscribers, in line with Group policy as of 2015. Excluding this effect, the figure would have been 937k vs. 815k in FY 2014. 2 Year-on-year comparison affected by positive effect of Tušmobil acquisition and Bosnian entities acquired during 2015, as well as changes in FX rates 3 Pro Forma Ajusted EBITDA calculated as two times Q3+Q4 2015 Adjusted EBITDA plus €1.7 million of expected synergies with Tušmobil plus €846k of expected synergies with Bosnian entities. 3 FY 2015 HIGH YIELD REPORT The following summary describes the operations in each of our current business segments: SBB Serbia includes the results of cable services in Serbia and DTH operations in the former Yugoslav region (Slovenia, Serbia, Bosnia and Herzegovina, Croatia, Montenegro and Macedonia), including the results of KDS, JET TV, Beogrid (stand-alone companies in 2014 but merged into SBB in 2015) and EUnet (acquired in May 2015). Absolut Solutions and Totalna TV Croatia results are included in the SBB Serbia segment, however their results are not reflected in the IFRS consolidated results of SBB Serbia Group); Telemach Slovenia includes the results of our cable and mobile services in Slovenia; Telemach BH includes the results of our cable services in Bosnia and Herzegovina; United Media Group (formerly Adria Media Group) includes the results of our media and content business including the results of N1 Info, Grand Production and Orlando Kids and Bambino; and Other Businesses include our other operating businesses, such as NetTV and Telemach Podgorica (renamed from Broadband Montenegro). United Group generated consolidated revenues of €377.3 million during FY 2015. Growth of our business