firmapresentasjon for norske tog as · confidential important information (1/2) this presentation...

33
Norske tog AS Bond Investor Presentation November 2019

Upload: others

Post on 19-Aug-2020

1 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Norske tog ASBond Investor Presentation

November 2019

Page 2: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Important Information (1/2)

This presentation and its appendices (collectively the "Presentation") has been produced by Norske Tog AS (the "Company") with assistance from Nordea Bank Abp, filial i Norge, and SEB (together the "Managers") in connection with the

offering of bonds by the Company (the "Offering").

This Presentation is strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person. This Presentation has not been reviewed by or registered with any public authority or stock exchange and does

not constitute a prospectus. To the best of the knowledge of the Company and its board of directors, the information contained in this Presentation is in all material respects in accordance with the facts as of the date hereof, and contains

no omissions likely to affect its import. This Presentation contains information obtained from third parties. As far as the Company is aware and able to ascertain from the information published by that third party, such information has been

accurately reproduced and no facts have been omitted that would render the reproduced information to be inaccurate or misleading. Only the Company and the Managers are entitled to provide information in respect of matters described in

this Presentation. Information obtained from other sources is not relevant to the content of this Presentation and should not be relied upon.

This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. Persons in possession of

this Presentation are required to inform themselves about and to observe any such restrictions.

This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances

and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions.

The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other

factors that may cause actual events to differ materially from any anticipated development. None of the Company, the Managers or any of their parent or subsidiary undertakings or any such person's officers or employees provides any

assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence

of the forecasted developments. The Company or the Managers assume no obligation, except as required by law, to update this Presentation, including any forward-looking statements or to conform any forward-looking statements to our

actual results. In making an investment decision, potential investors must rely on their own examination, and analysis of, and enquire into the Company and the terms, including the merits and risks involved.

AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY

FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, AMONG OTHERS, RISKS OR UNCERTAINTIES

ASSOCIATED WITH THE COMPANY'S BUSINESS, SEGMENTS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL

ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY

EXCHANGE RATES AND INTEREST RATES AND OTHER FACTORS. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL

RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION. THE COMPANY OR THE MANAGERS DO NOT INTEND TO OR ASSUME ANY OBLIGATION TO UPDATE OR CORRECT THE

INFORMATION INCLUDED IN THIS PRESENTATION.

Norske Tog Investor Presentation 2

Page 3: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

The Managers have not engaged any external advisors to carry out any due diligence investigations and have not taken any steps to verify any of the information contained herein other than a due diligence call with representatives of the

Company. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is

accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company or the Managers or any of their parent or subsidiary undertakings or any such person's officers or employees accepts any

liability whatsoever arising directly or indirectly from the use of this document. By attending or receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the Company, the market and the

market position of the Company, the Company’s funding position, and that you will conduct your own investigations and analysis and be solely responsible for forming your own view of the future performance of the Company’s business and

its current and future financial situation.

Within the European Economic Area, this Presentation is being made and communicated pursuant to an exemption from the requirement to produce a prospectus under the EU Prospectus Directive and amendments thereto.

This Presentation is confidential and is being communicated in the United Kingdom to persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the

purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and only in circumstances where, in accordance with section 86(1) of the Financial and Services Markets Act 2000 ("FSMA") the

requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply. Consequently, the Investor understands that the Offering may be offered only to "qualified investors" for the

purposes of sections 86(1) and 86(7) FSMA, or to limited numbers of UK investors, or only where minima are placed on the consideration or denomination of securities that can be made available (all such persons being referred to as

"relevant persons"). This presentation is only directed at qualified investors and investment professionals and other persons should not rely on or act upon this presentation or any of its contents. Any investment or investment activity to

which this communication relates is only available to and will only be engaged in with investment professionals. This Presentation (or any part of it) is not to be reproduced, distributed, passed on, or the contents otherwise divulged, directly

or indirectly, to any other person (excluding an investment professional's advisers) without the prior written consent of the Company or the Managers.

IN RELATION TO THE UNITED STATES AND U.S. PERSONS, THIS PRESENTATION IS STRICTLY CONFIDENTIAL AND IS BEING FURNISHED SOLELY IN RELIANCE ON APPLICABLE EXEMPTIONS FROM THE REGISTRATION

REQUIREMENTS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THE BONDS HAVE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAWS, AND MAY NOT

BE OFFERED OR SOLD WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT

IS AVAILABLE. ACCORDINGLY, ANY OFFER OR SALE OF BONDS WILL ONLY BE OFFERED OR SOLD (I) WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, ONLY TO QUALIFIED

INSTITUTIONAL BUYERS ("QIBs") IN OFFERING TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING AND (II) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S. ANY

PURCHASER OF BONDS IN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OF U.S. PERSONS, WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND ACKNOWLEDGEMENTS, INCLUDING WITHOUT

LIMITATION THAT THE PURCHASER IS A QIB. NORDEA BANK ABP, FILIAL I NORGE IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AS A U.S. REGISTERED BROKER-DEALER AND WILL

NOT OFFER OR SELL THE BONDS WITHIN THE UNITED STATES.

This Presentation speaks as of 25 November 2019. There may have been changes in matters which affect the Company subsequent to the date of this Presentation. Neither the delivery of this Presentation nor any further discussions of the

Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. This Presentation is subject to Norwegian law, and any dispute arising

in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court (Nw: Oslo tingrett) as exclusive venue.

Norske Tog Investor Presentation 3

Important Information (2/2)

Page 4: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Speakers

Øystein Risan - CEO Linda Venbakken - CFO

Norske Tog Investor Presentation 4

Page 5: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation 5

▪ Introduction

▪ Company overview

▪ Market overview

▪ Green bond framework

▪ Financials

▪ Appendix

Page 6: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske tog in numbers

Employees

Experienced employees

with solid sector

competence

Return on equity

Norske tog delivered a

return on equity of 8.5% per

H1 2019 LTM (against the

required 5%)

33 16yrsAverage fleet age

Norske tog strives to acquire

at least one vehicle per month,

phase out less modern ones

and optimize transport

capacity

89%Electric train sets

The majority of Norske

tog’s 255 train sets are

powered by electricity

255Train sets1

Owns and manages all

Norwegian passenger

trains, with a few

exceptions

17Types of vehicles1

Norske tog strives to effectively

facilitate sufficient access to

reliable and contemporary

vehicles, in line with the

society’s need

24% A+rating

Currently rated A+ (Stable)

by S&P

Equity ratio

The company had an

equity ratio of 24% per

H1 2019

Norske Tog Investor Presentation

8.5%

6Note: Figures based on Norske tog H1 financial report

1) Train sets and vehicle types as of 31 October 2019

Page 7: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Credit Highlights

Norske tog owns ~90% of

the rolling stock in Norway

Favourable passenger

railway fundamentals

Visible and stable

cash flows

Supportive regulatory

environment

• Long-term leasing contracts and limited cashflow cyclicality

• Cashflows underpinned by high quality lessee

• Framework that provides stability to Norske tog’s operations

• Supportive mechanism underscore Norske tog’s strategic importance

Highly committed and

long-term owner

• Norwegian state (rated AAA/Aaa) is committed to the solid long-term credit quality of Norske tog

• Railway identified as the clean energy mass transportation solution for the future

Residual value guarantee

Green and sustainable

business model

• Norske tog has a key role to play in achieving a more efficient and climate-friendly transport system

• Investments in the transport sector will play a vital role in meeting the government’s targets for reduced emissions

• Proceeds will be used for electric train investments

• The Norwegian state guarantees 75% of the book value of all vehicles

• High barriers of entry – currently the single provider of passenger rolling stock to the Norwegian railway system1

• Rolling stock portfolio designed for Norwegian rail specifications

• Authorities negotiate lease agreements prior to competitive tenders

• Growing population and increased urbanization expected to drive train usage

• Robust increase in passenger growth and the National Transport Plan forecast significant investments

71) Excluding Oslo Airport Express, trains coming in from Sweden and a few vehicles retained by NSB (Flåmsbanen)

Page 8: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation 8

▪ Introduction

▪ Company overview

▪ Market overview

▪ Green bond framework

▪ Financials

▪ Appendix

Page 9: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation

MINISTRY OF TRANSPORT AND COMMUNICATIONS

• As part of the railway reform, Norske tog AS was put under direct

ownership of the Transport and Communications Ministry in 2017, tasked

with ensuring equal access to rolling stock for the operators, as well as

acquisitions and management of the stock

• 100% owned by the Norwegian Ministry of Transport and Communications

• Classified as a category 3 company1 by the Norwegian Government

together with Statnett and Avinor among others

• The company own, acquire and manages train stock for leasing to railway

operators in Norway

• Dedicated towards contributing to the “green shift”

• The company also act as an advisor to the Norwegian Railway Directorate

• Following the implementation of the railway reform, rolling stock owned by

NSB AS (now Vy) was spun off and transferred to Norske tog

• Norske tog’s most important social function is laying the foundations for

more people choosing to use public transport for their daily travel, by

ensuring a sufficient supply of – good-quality – rolling stock

Brief company description

100%

Train sets

255

The Norwegian rolling stock owner

135Wagons

22Locomotives

91) A category 3 company fulfils national sectorial political objectives and is primarily not exposed to competition

Page 10: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation

MINISTRY OF TRANSPORT AND COMMUNICATIONS

Strategic governance and regulation of the

sector, and ownership of several entities

Coordination, operational governance and

continuous development of the sector

Governance and regulation

State owned companies

Private sector

Railway- , maintenance- and construction companies and suppliers competing for tenders

• Following the new structural

changes, responsibilities and

accountabilities for the various

state-owned entities are more

efficiently divided

• The Ministry sets the overall

long-term strategic goals, while

the Railway Directorate is

responsible for tendering

railroad operations and

acquisition of infrastructure

services

• By introducing competition in

the railroad industry, entities

such as Vy compete for tenders

alongside private railway

operators

• Norske tog is not exposed to

competition

Railway

infrastructure

Rolling stock

ownership

Sales ticketing Rolling stock

maintenance

Passenger

operations

Industry structure

As owner of rolling stock, Norske tog is not exposed to competition

10

Page 11: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor PresentationSource: Norske tog annual report (2018)

Recent development and current vehicle deployment

Overview of railway linesSelected Norske tog milestones

Jan. 2018: Preparation of new local train acquisition started

Mar. 2018: Tender for traffic package North announced

May. 2018: Start of the ERTMS project with Alstorm as supplier for onboard

equipment for new the signal system for the railway

May. 2018: Tender for traffic package North announced

Aug. 2018: FLIRT train #100 delivered from Stadler

Oct. 2018: Traffic package South awarded to British Go-Ahead

Des. 2018: Option 5 in the FLIRT contract with Stadler exercised and the

last 25 vehicles are ordered. Total orders now at 150 vehicles

Des. 2018: Tender for new mobile amplifier (repeater) and replacement of

diesel locomotives opened

Des. 2018: Competition for traffic package West tendered

Jun. 2019: SJ Norge awarded traffic package Nord

Aug. 2019: Contract for new 4G mobile amplifiers signed

Sep. 2019: Norske tog announces new local trains to be used between Ski-

Oslo-Stabekk (planned to be procured in 2020)

Dec. 2019: Traffic package West to be announced with start-up in Dec. 2020

Dec. 2019: Traffic package South scheduled for start-up

11

Not served by Norske tog’s stock

Type 69

Type 70

Type 72

Type 73

Type 74

Type 75

Type 92

Type 93

Type 5/WLAB2

Type 7/WLAB2

Page 12: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

The Norwegian Railway

Directorate determines

the future railway

offerings in Norway,

and sets the premise

for Norske Tog

The Norwegian

Government

guarantees 75% of

residual book value of

the rolling stock

Norske tog finances

their acquisitions

through debt financing

Norske tog acquires,

owns and manages

rolling stock for

passenger transportation

in Norway

The Norwegian Railway

Directorate has imposed

train operators to use

Norske tog’s stock for the

tenders that have been

made until now, or

announced

Norske tog generates

revenues through

leasing their train stock

to railway operators

Norske tog’s operations

1 2 3 4 5 6

Year 4Year 3Year 2Year 1Preparation stage

• The Directorate sets a rolling stock strategy and

send orders

• Norske tog provides advice to the Directorate,

which sends an application to the Ministry for

residual value guarantees

• Norske tog prepares the competition stage for

delivery

• Announcement of

competition after allocation

of residual value guarantee

• Evaluation and contract

signing at the end of year 1

• Design, testing and production

• Norske tog creates training documentation for

conductors and maintenance personnel

• Delivery of trains

typically after four years

• The first train needs to

be type approved (the

process usually takes

between 6-12 months)

Procurement stage

Illustrative rolling stock acquisition timeline

12

Business model

Page 13: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Tender 2 North case study – Norske tog will supply reliable and up to date rolling stock to SJ Norge

Norske Tog Investor Presentation

Tender 2 North Tender 2 North (diesel)

Tender overviewBackground

• SJ Norge submitted the bid which gave the best balance between quality

and costs to the government for the second traffic package (North)

• In June 2019, the 10 year contract was signed between the Norwegian

Railroad Directorate and SJ Norge

• The tender includes rail passenger services on Dovrebanen, Rørosbanen,

Raumabanen, Nordlandsbanen, Trønderbanen and Meråkerbanen

• The average compensation that SJ Norge requires from the government

amounts to a fifth of the current costs

SJ Norge• SJ Norge is a Norwegian subsidiary of Sweden’s largest rail passenger

operator, SJ AB. SJ is owned 100 % by the Swedish government

• The group is already operating in Norway, and runs the services between

Stockholm and Narvik and between Stockholm and Oslo

Norske tog’s role

• Norske tog's responsibility is to procure and lease out a sufficient number

of safe, reliable and up to date vehicles to SJ Norge

• SJ Norge will be responsible for operation and maintenance of vehicles

leased from Norske tog

• Together, SJ Norge and Norske tog will contribute to make passenger

train transport attractive in Norway and to "the green shift"

13

Page 14: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Stable cash flows

Norske tog is the passenger rolling stock supplier in Norway

Area 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031

Direct acquisition agreements

Gjøviksbanen

Tender 1 – South

Tender 2 – North

Tender 3 – West

Tender 4 - Oslo

Tender 5 – East

Tender 6 – Oslo corridor

Tender 7 – OSL

Cash flow underpinned by high quality lessees Cash flow underpinned by high quality lessees

Vy as main

operator

Other operators

Predictable

revenues

Contract structure

eliminates

exposure to key

costs

▪ Vy is operator of last resort for available stock

▪ Strong credit profile (A- by S&P), providing counterparty

security throughout the contract term

▪ Leases are negotiated with the Norwegian Railway Directorate

▪ Pre-qualified criteria for tender requires solid financial and

economic position, as well as relevant competence

▪ No exposure to key operating costs such as maintenance

insurance or fuel prices, all met by the lessees

▪ Fixed monthly payment contracts provide predictable

stream of revenue

Norske Tog Investor PresentationSource: Company data

Contracted Option Future tenders

14

Page 15: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske tog is committed to a sustainable business model

Norske tog’s sustainability focus areas Selected guidelines

Innovation and

reduced

emissions

• Emissions reduced through new transport methods

• New technical solutions with reduced energy

consumption on both existing and new trains

• Trains should facilitate easy upgrades of boarding

systems and interior solutions for increased capacity

and thereby resource utilization

Sustainable

public

transport

• In order to increase demand for public transport, Norske

tog aim to provide the best rolling stock possible at

appropriate costs

Responsible

procurement

and acquisition

• Norske tog has ethical requirements towards suppliers

• Suppliers need to commit to international conventions

and facilitate for inspections from Norske tog or the

government

Labour and

human rights

• Strong focus on diversity within the organization

• Work towards zero injuries – no reported incidents in

2018

• Norske tog has several focus areas with respect to contributing to the

sustainability targets set by the UN

• The focus areas and guidelines are integral parts of Norske togs

operations

Norske Tog Investor Presentation 15

Page 16: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation 16

▪ Introduction

▪ Company overview

▪ Market overview

▪ Green bond framework

▪ Financials

▪ Appendix

Page 17: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Continued increase in the governments budgeted railway investments

Norske Tog Investor PresentationSource: The Norwegian Government Fiscal Policy 2020

2,0001,900 1,900

528

3,400

624

233

103

Østfoldbanen Vestfoldbanen Dovrebanen FollobanenRingeriksbanen TrønderbanenVossebanen Oslo tunnel

(planning)

25.7

26.8

0.9

11.6

8.7

4.0

1.6

Maintenance Other2019 2020 Investments Acquisition of

transport services

Investment

planning

+4%

Budgeted allocation to the railway sector in 2020 (NOKbn) Budgeted investments in 2020 per railway section (NOKbn)

Intercity Other projects

The Norwegian government aim to modernize the railway sector in order to facilitate effective and sustainable public transport

▪ Significant investments are scheduled going forward, where roughly 50% will be dedicated to InterCity in 2020

▪ In addition to modernizing the infrastructure and phasing in new trains, the government wish to increase the attractiveness of railway transport

▪ NOK 26.8 billion is proposed for rail purposes in the Norwegian Government Fiscal Policy 2020, an increase of 1.1 billion or 4.5% from 2019

17

Page 18: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Favourable passenger railway fundamentals

Norske Tog Investor Presentation

0

50

10

60

20

30

40

70

80 73.6

2013

74.3

2018

Millions

2012

70.3

2014 2015 2016 2017

62.767.3

73.877.7

+4%

3

0

1

2

4

Billions

2013 20182012 2014 2015

3.3

2016 2017

3.1

3.43.6

3.73.6

3.7

+3%

▪ The Norwegian government is currently undertaking the largest expansion

of the railroad system in history

▪ Of the total investments laid out in The National Transport Plan 2018-2029,

45% is to be used on the railroad sector (NOK 319bn)

▪ Attractiveness of train travel is set to improve dramatically following renewal

and expansion of the existing infrastructure

5.6

5.4

5.8

5.0

5.2

4.8

4.4

4.6

6.0

6.26.1

Estimated population (billions)

2020 2030 2040

5.3

6.0

5.4

5.7

5.45.5

5.65.7

5.85.9

5.9

Substantial railroad investments going forward

Growing population expected to drive train usage Steady growth in passenger kilometres

Source: Statistics Norway

Increased number of boardings

18

Page 19: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation 19

▪ Introduction

▪ Company overview

▪ Market overview

▪ Green bond framework

▪ Financials

▪ Appendix

Page 20: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Green bond framework

20

Norske tog will further promote investments in rolling stock and improve existing trains

• By the end of 2018 Norske tog has taken delivery

of 105 FLIRTS, with remaining 45 scheduled for

delivery over the next four years

• All FLIRTS are electric except for 14 new Class 76

bimodal trains, i.e. trains that can run on both

electricity and diesel

• In addition to acquire new trainsets, modifications

and mid-life upgrades are important investments

in order to ensure sufficient capacity

• Norske tog wants to contribute to making the

railway even more climate friendly

• In 2018, Norske tog joined forces with Feral on a

pilot project developing new, retrofittable engine

technology for diesel trains, which could

potentially help reduce greenhouse gas emissions

and consumption of fossil fuels for Norske tog’s

diesel trains by up to 20%

• The National Transport Plan outlines a

historically large investment budget in the

Norwegian railway sector

• The Norwegian population is expected to

increase from current 5.3 million to 6 million

people within the next 20 years1

• Urbanization is a global trend increasing the

demand for efficient and environmentally friendly

transport in urban areas

• Rail transport plays a crucial role in achieving

society’s environmental and climate goals

• Compared to other modes of transport, trains are

more energy efficient and makes only a marginal

contribution to local air pollution

• Norske tog must follow up the significant

investments made in expanding and upgrading the

rail network in Norway

• Norske tog has a key role to play in achieving a

more efficient and climate-friendly transport system

• The company shall help to make passenger train

transport attractive in Norway and contribute to “The

Green Shift

• The green bond framework is based on the 2018

version of Green Bond Principles (ICMA)

• Through the eligible projects, the framework targets

the following UN Sustainable Development Goals:

Overview Climate considerations Norske tog and Green Bonds

Norske Tog Investor Presentation 201) Statistics Norway

Page 21: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Use of proceeds

• The net proceeds raised

from the issuance of

Norske tog green bonds

will be used to finance or

re-finance a selected pool

of assets that promote the

transition to low-carbon

and climate resilient growth

• Refinancing of eligible

projects will have a look-

back period of no longer

than 3 years from the time

of issuance

Category Eligible Projects UN SDG Mapping Environmental Objective

Clean

Transportation

Investments into new or renewed

electric train sets and renovation or

improvements of the existing electric

rolling stock

Provide access to safe, affordable,

accessible and sustainable transport

systems for all

Climate change

mitigation

Pollution prevention and

control

Electric train investments, renovations or improvements

Norske Tog Investor Presentation 21

Page 22: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Management of proceeds and reporting

22

✓ Norske tog will establish a green bond register in relation to green bonds

issued for the purpose of monitoring the eligible projects and the allocation

of the net proceeds

✓ Norske tog will strive to report on the actual environmental impact of the

investments financed by their green bonds

✓ Norske tog will annually publish a report on the allocation and impact of

green bonds issued under this framework

Clean transportation

Energy savings

(GWh saved / reduced)

Increase in the use of

renewable energy

Annual GHG emissions

reduced / avoided

Impact metrics selected may include:

Norske Tog Investor Presentation 22

Norske tog has implemented a process to ensure that only projects aligned with the criteria will be selected as eligible projects

Page 23: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Second opinion from CICERO

Norske Tog Investor Presentation 23

• Dark Green is allocated to the projects and solutions that correspond to the

long-term vision of a low carbon and climate resilient future

• Selected highlights from the second opinion:

✓ The framework is well aligned with the Green Bond Principles

✓ The eligible category (clean transportation) is well defined and aligned with

a low carbon future

✓ Norske tog has close dialog with other stakeholders in the railway industry

to influence and put green considerations on the agenda for future decisions

✓ Norske tog emphasizes responsible purchasing and procurement of new

trains

✓ No significant weaknesses associated with this green bond issuance

framework

Norske tog has received the highest possible shading, “Dark Green”, from CICERO

Page 24: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation 24

▪ Introduction

▪ Company overview

▪ Market overview

▪ Green bond framework

▪ Financials

▪ Appendix

Page 25: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation

Income statement Operating revenue (NOKt)

Financial statements

NOKt H1 2019 FY 2018 FY 2017

Operating income 628,275 1,217,061 996,681

Salary and other personnel expenses -20,747 -43,028 -34,732

Other operating expenses -55,104 -56,045 -51,817

EBITDA 552,424 1,117,988 910,132

Depreciations and write-downs -352,936 -692,055 -642,522

Operating profit 199,488 425,933 267,610

Financial income 78,370 169,200 120,607

Financial costs -147,834 -291,645 -233,863

Net financial pension costs - -311 -334

Unrealised value changes 6,740 20,371 -1,896

Sum financial items -62,724 -102,385 -115,486

EBIT 136,764 323,548 152,124

Taxes -30,088 -44,243 -9,613

Net income 106,676 279,305 142,511

Estimate deviations pension 0 -13,423 -2,773

Tax related to posts not subject to

reclassifications0 2883 595

Net profit for the year 106,676 268,765 140,333

628,275 607,772

H1 2018H1 2019

EBITDA (NOKt)

552,424 569,578

H1 2019 H1 2018

25

Page 26: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation

Balance sheet Equity ratio

Financial statements

NOKt H1 2019 FY 2018 FY 2017

Tangible assets 10,334,487 9,883,793 9,733,784

Total fixed assets 10,334,487 9,883,793 9,733,784

Trade receivables and other receivables 1,442 698 21,247

Derivatives 1,156,946 1,203,006 1,091,712

Cash 602,939 2,372,091 360,499

Total current assets 1,761,327 3,575,795 1,473,458

Total assets 12,095,814 13,459,588 11,207,242

Share capital 2,400,000 2,400,000 2,400,000

Retained earnings 541,275 434,598 165,834

Total equity 2,941,275 2,834,598 2,565,834

Debt 6,715,394 8,311,286 7,309,273

Derivatives

Deferred tax liability 690,225 660,137 618,777

Pension liabilities 31,455 32,296 18,271

Other accruals 8,869

Total long-term liabilities 7,445,943 9,003,719 7,946,321

Trade payables and other short term debt 72,811 138,676 19,509

Deferred tax liability

Debt 1,591,197 1,463,863 647,635

Derivatives 44,589 18,732 27,943

Total short-term liabilities 1,708,596 1,621,271 695,087

Total liabilities 9,154,539 10,624,990 8,641,408

Total equity and liabilities 12,095,814 13,459,588 11,207,242

24.3% 23.5%

H1 2018H1 2019

10,334,4879,864,241

H1 2018H1 2019

Total fixed assets (NOKt)

26

Page 27: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation

Cash flow

Financial statements

NOKt H1 2019 FY 2018 FY 2017

Ordinary result before taxes 136,764 323,548 152,124

Depreciations and write-downs 352,936 692,055 642,522

Pension differences -841 602 -1,164

Interest items -106,082 -52,161 76,739

Changes in working capital -59,135 139,717 -524,107

Net cash flow from operating activities 323,642 1,103,761 346,114

Acquisition of fixed assets -792,805 -842,064 -1,133,603

Net cash flow from investment activities -792,805 -842,064 -1,133,603

Debt drawings - 2,850,000 1,049,941

Debt repayments -1,300,000 -1,099,995 -549,946

Net group contribution 644,428

Net cash flow from financing activities -1,300,000 1,750,005 1,144,423

Change in cash position for the period -1,769,163 2,011,702 356,934

Liquidity reserve at the beginning of the

period2,372,091 360,499 1,245

Currency gains/ loss on cash 11 -110 2,320

Liquidity reserve at the end of the period 602,939 2,372,091 360,499

Operating cash flow (NOKt)

323,642

552,258

H1 2019 H1 2018

Acquisition of fixed assets (NOKt)

792,805

470,560

H1 2018H1 2019

27

Page 28: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation

Low refinancing risk

28

1.0

2.2

2.4

0.0

0.4

0.2

0.6

1.4

0.8

1.2

1.6

1.8

2.0

20272020

NOKbn

2019

0.30

0.30

2021

2.00

0.35

0.75

2022

0.60

2023 2024 2025 2026 2028

1.52

2.35

0.77

0.55

0.65

0.50

1.15

Maturity profile for Norske tog’s long term liabilities

Undrawn credit facilities

NOK bonds

CHF bonds1

1) NOK equivalent as per Norske tog’s Q2 2019 report

Page 29: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation

Book values of rolling stock (per September 2019)

29

The Norwegian state guarantees 75% of the book value of all vehicles

153

9,853

453

484

734

2,079

5,332

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

10,000

Type 73BType 70 Total

NOKm

Type 5Type 93

246135

Type 72 Type 74Type 69 Type 75Type Wlab2

7,389

(75%)

51

Type 92

12

TYPE Di4

55

Type 73A

53

Type EL18 Type 7

111

Train sets

Wagons

Locomotives

Page 30: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation 30

▪ Introduction

▪ Company overview

▪ Market overview

▪ Green bond framework

▪ Financials

▪ Appendix

Page 31: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Value chain and Norske tog’s positioning

Norske Tog Investor Presentation

Maintenance

providers

Passenger train

operators

Rolling stock

owner

Train

manufacturers

Ove

rvie

wR

esp

on

sib

ilit

y

• Norske tog has an ongoing

procurement contract with

Stadler AG

• Manufacturing lead time of

typically 2-5 years

• Currently no competition in Norway

• High entry barriers due to

customized trains for Norwegian

climate and rail tenders, and a

supportive owner

• Operator agreements of 8-10 years

with extension options

• Offering maintenance services to

passenger train operators for which

they are responsible

• Mantena wholly owned by the

Ministry of Transport and

communications

• Manufactures Norske tog’s train

orders

• Railway Directorate responsible

for instructing Norske tog on

new investments

• Manages overall rolling stock fleet

for Norwegian passenger services

• No regular maintenance

responsibility

• Procures mid-life upgrade services

from manufacturers

• Lease and runs rolling stock

• Procures maintenance services to

maintain the fleet

• Provides maintenance services

Norske tog operations protected due to no existing competition, customized train requirements in Norway, manufacturing lead-times of 2-5 years as well as significant initial investment requirements

31

Page 32: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Commercial

objectives

Commercial and

other defined objectives

Regulator and

political objectives

Baneservice Vy Norske Tog

Entra Posten Norge Avinor

Flytoget Statkraft Bane NOR

Mesta Eksportfinans Nye Veier

GIEK Kredittforsikring Kommunalbanken Statnett

Importance of “government related entity”*A category 3 company fulfils national sectorial political objectives, and is primarily not exposed to competition. The Norwegian government sets guidelines for a

number of conditions, including airport structure, emergency preparedness, aviation fees and duties imposed by society

Source: Norwegian Government Norske Tog Investor Presentation

Strategic importance to Norwegian infrastructure

32

Norske tog is defined as a category 3 company*

1 2 3

Page 33: Firmapresentasjon for Norske tog AS · Confidential Important Information (1/2) This presentation and its appendices (collectively the "Presentation") has been produced by Norske

Confidential

Norske Tog Investor Presentation 33

Management team

CEOØystein Risan

Øystein joined Norske tog in 2016 from

NSB, where he worked as director

Traffic for Passenger Trains. Øystein

has over 24 years industry experience

from the railway sector, and holds a

Civil Engineering degree from the

University of Glasgow.

TechnicalLuca Cuppari

Prior to joining Norske tog as

Technical Director, Luca held various

technical positions at NSB. Before

joining NSB he has experience from

The National Railway Authority,

Mantena and AnsaldoBreda. Luca

holds a Master degree in Electrical

Engineering

LegalIren Marugg

Iren has broad experience within the

railway sector. She is specialized

within procurement- and contract law,

and has been working with both

national and international suppliers.

Iren holds a M.Sc. Of Law from the

University of Oslo.

Asset ManagementKjell-Arthur Abrahamsen

Kjell-Arthur joined Norske tog from

NSB Materiell where he held the

position Head of Projects. He is

long- tenured within acquisition,

modification and management of

rolling stock. Kjell-Arthur has 19

years of sector expertise and holds a

B.Sc. In Mechanical Engineering.

FinanceLinda Venbakken

Linda served as group treasurer at

NSB from 2006 prior to joining Norske

tog as CFO in 2016. She also held

various controller and accounting

positions at The Royal Bank of

Scotland, Kohn, Pedersen and King

Sturge. Linda holds a Master of

Management from BI.