The Bezeq Era Investors presentation, August 2015.

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Presentation transcript:

The Bezeq Era Investors presentation, August 2015

1 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.

About BCOM  B Communications Ltd. is a holding company with a controlling interest (approximately 30.7%) in Bezeq, The Israel Telecommunication Corp. (“Bezeq”), Israel’s largest telecommunications provider (TASE: BEZQ).  BCOM is a subsidiary of Internet Gold and part of the Eurocom Group in Israel. The Company, which was formerly known as 012 Smile Communications, went public on Nasdaq in November At A Glance TickerBCOM ExchangeNASDAQ & TASE HeadquartersRamat Gan, Israel Stock Price$ Week Range$13.34-$21.61 Shares Outstanding29.9 Million Market Capitalization$568 Million 2 As of August 30, 2015

Investment Considerations 3  Owns a controlling stake in an asset with strong, consistent cash flow generation  Trades at a significant discount to Net Asset Value  Second consecutive quarter of dividend announcement as part of 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 2.6 billion as of June 30, 2015  Pushed out maturities in February 2014 by refinancing debt used to acquire stake in Bezeq through private placement of $800 million of senior secured notes 3

4 NAV Breakdown

5 NAV History

6  In May 2015, the Company's board of directors declared a cash dividend of NIS 67 million (NIS 2.24 per share). The dividend was paid on June 16,  On August 31, 2015, the Company's board of directors declared a cash dividend of NIS 22 million (NIS 0.73 per share). The dividend will be payable to all of the Company’s shareholders of record at the end of the NASDAQ trading day on September 16, The payment date will be September 29, Dividend Distributions

Key Milestones for BCOM From small entrepreneurial business to large holding company 7  Founded in 1999 under the name Goldtrade, operating in the field of e-commerce, as a subsidiary of IGLD, and as the operator of the e-commerce web site P1000  In 2004, IGLD increases its holdings in the Company to 100%  Restructure of IGLD into a holding company owning Smile Communications and Smile Media  As part of the restructure Goldtrade changes its name to Smile Communications, transfers its e- 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) 1999 to 2006  Continuous organic growth  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 2007 to to 2015  Sale of legacy 012 Smile Communications assets  Acquisition of the controlling interest in Bezeq – Israel’s telecom market leader  From April 2010 through June 2015, BCOM decreased its net debt from more than NIS 5 billion to NIS 2.6 billion.  On February 19, 2014, BCOM announced the completion of an international offering of US$ 800 million senior secured notes that was used to fully refinance the bank and institutional debt that it incurred to acquire its controlling interest in Bezeq.  Focus on continuous deleveraging and creation of shareholder value

Proven capabilities in: Strategy creation & strategic planning Marketing & brand development Operational & financial management Management of mergers & acquisitions Creation of partnerships Capital raising: 13 major transactions 2 IPOs – IGLD and BCOM 10 bond issues $800 million Rule 144A offering Doron Turgeman CEO since 2011 & CFO from 2001 till years experience in management 18 years experience in communications Shaul Elovitch Founder & Chairman Over 30 years experience building leading communications businesses and other major investments businesses Experienced, Disciplined Leadership 8     Chairman of the board of directors of Bezeq and it’s subsidiaries 8

9 9 Eurocom Group overview Founded in 1979 One of Israel’s largest holding companies with a strong presence in Israel and a growing international presence Owned by Shaul Elovitch, Chairman of the Board of Directors (80% ownership) and Yossef Elovitch, Director (20% ownership) Solid financial base and strategic partnerships ensure the strong backing necessary to accelerate growth Diversified portfolio with investments in telecommunications, media, real estate, consumer electronics and financial services YES – D.B.S. Satellite Services (1998) Ltd. Walla Shops Space Communications Ltd. Satcom Sys Ltd. Traded on TASE   Traded on NASDAQ Internet Gold Golden Lines Ltd. Bezeq B Communications Pelephone Bezeq International Bezeq On-Line Telecom ServicesMedia Satellite Services Telecom Consumer Electronic Products Eurocom Cellular Communications (Nokia) Eurocom Digital Communications (Panasonic) D.M. Engineering Ltd. Eurocom Communications     Walla  Eurocom Real Estate Ltd. Midtown Real Estate Enlight energy Ltd. Eurocom Capital Finance Ltd. Investments & Finance    EITAG Ltd. Eurocom Group Overview

10 Eurocom: Israel’s Largest Communications Footprint

Group Structure 11 Eurocom Group Internet Gold Golden Lines BCOM ~70.4% ~66.7% ~30.7% ~69.3% Walla! 100% Mobile telephony and data Fixed-line, broadband infrastructure, data com Call centre services ILD, ISP, enterprise solutions Pay-TV (DTH) Internet portal Free float ~29.6% Free float ~33.3% 100% Private M.cap (Mil. NIS) NAV (2) (Bil. NIS) Net debt (Mil. NIS) Net debt / EBITDA – 5.32 Listed - TASE, NASDAQ M.cap (Bil. NIS) – 2.1 NAV (3) (Bil. NIS) Net debt (Bil. NIS) – 2.6 Net debt / EBITDA – 4.37 Listed - TASE, NASDAQ M.cap (Bil. NIS) – 19.4 TTM EV/EBITDA (4) Net debt / EBITDA (4) – 2.30 Listed - TASE Source: Company’s information, Bezeq’s investors’ presentation. (1) All figures are estimations as of June 30, (2) IGLD’s NAV is defined as value of IGLD’s shares according to BCOM’s NAV, based on Bezeq stock price as of August 30, 2015, less IGLD’s net debt. (3) BCOM’s NAV is defined as value of BCOM’s shares according to Bezeq market cap, based on Bezeq stock price as of August 30, 2015, less BCOM’s net debt. (4) Bezeq’s EV/EBITDA and Net Debt/EBITDA ratios are effected by the full consolidation of Yes financials as of March 26,2015.

Bezeq, Our Base Asset Bezeq, Our Base Asset 12

13 Bezeq: Israel’s Most Comprehensive Communications Infrastructure and Service Provider Level B Fixed-Line Fixed-line, broadband infrastructure, data com 2014 Rev. NIS 4.32bn 2014 EBITDA NIS 2.67bn Bezeq Int’l ILD, ISP, enterprise solutions 2014 Rev.NIS 1.50bn 2014 EBITDANIS 362mm Pelephone Mobile telephony and data 2014 Rev. NIS 3.42bn 2014 EBITDANIS 879mm yes Pay-TV (DTH) 2014 Rev. NIS 1.72bn 2014 EBITDANIS 570mm Bezeq on line Call centre services 100% Listed on TASE Bezeq Group 2014 Rev.NIS 9.06bn 2014 EBITDA NIS 4.51bn On June 23, 2015, and Further to Bezeq’s shareholders approval, approval was granted by the Ministry of Communications for the transfer of the means of control in Yes such that Bezeq would control Yes and hold all of Yes's issued and paid-up capital, unconditionally. This concludes the satisfaction of all the preconditions that were determined in the purchase transaction between Bezeq Eurocom D.B.S. Ltd., which was approved by the General Meeting on March 23, The closing took place on June 24, At the closing: (a) a total cash amount of NIS 680 million (six hundred and eighty million), was paid to Eurocom DBS; (b) Bezeq acquired the entire holdings of Eurocom DBS in Yes (including a right to exercise 43 Yes shares that it holds) and acquired all the shareholder loans provided by Eurocom DBS to Yes (c) Eurocom DBS director in YES, resigned. As a result of the closing Bezeq holds 100% of "YES" including the Walla! Internet portal e – Commerce e - Advertising 100%

Bezeq operates in an attractive macroeconomic environment with unique characteristics Source: EIU; Israel Central Bureau of Statistics; Company data; Public filings for competitors’ data 1 Indicates credit rating and outlook by S&P / Moody’s 2 Mobile subscribers based on total UMTS subscribers for all MNOs; Broadband internet subscribers based on Bezeq and HOT subscribers; Fixed-Line telephony lines based on Bezeq, HOT, Cellcom, Partner and other operators 3 Based on aggregate revenues of the 4 largest telecom groups: Bezeq (incl. YES), HOT, Cellcom and Partner; USD/NIS conversion based on exchange rate of as of December 31, CAGR +3.4%+1.0%+1.7% The Israeli economy benefits from positive fundamentals as reflected in its A+/A1 (stable) 1 sovereign credit rating The Israeli telecommunications market is growing alongside the growth in population... Total 2014 revenue: $6.1bn 3 Duopoly in infrastructure market with Bezeq and HOT as sole owners of fixed-line infrastructure High penetration and usage rates across all telecommunications services Technology driven market with rapid adoption rate of new technologies Strong brand appreciation and loyalty with high premium Relatively young population 2...and Bezeq is the largest player in the market with the largest revenue share % of total market revenue Aggregate mobile, broadband internet and fixed-line telephony lines ('000s) Consistent high GDP growth E CAGR +3.9%+0.8%+2.3%...with strong underlying population growth 1.8% % Population growth in Israel 1.9%1.8%1.9% Real GDP (rebased to 100) 1.9% 14

Bezeq is the historical incumbent and since its privatization in 2005 has been controlled under a Control Permit attached to the 30% stake Control permit Control in Bezeq is held by holders of a pre-approved permit from the Israeli Prime Minister and the Ministry of Communications (“Control Permit”) Only a party that holds a Control Permit may exercise its holdings in such a manner as to direct the activities of Bezeq B-Com is the only shareholder that has a permit to direct the activities of Bezeq B-Com has nominated all of the members of Bezeq’s board of directors who were elected by shareholders 1 B-Com consolidates Bezeq’s financial statements based on its de-facto control of Bezeq Bezeq begins operating as a governmental company responsible for all communications services in Israel Privatization of Bezeq Apax-Saban-Arkin consortium purchases the control stake for NIS 4.2bn Privatization of Bezeq Apax-Saban-Arkin consortium purchases the control stake for NIS 4.2bn Bezeq International launches its submarine cable 1990 Listing on the TASE 2009 Bezeq launches the NGN network Pelephone launches High Speed GSM+ network Board approves dividend policy of 100% of net income Bezeq launches the NGN network Pelephone launches High Speed GSM+ network Board approves dividend policy of 100% of net income History and milestones Stella Handler appointed CEO of Bezeq (Fixed-Line) FTTH/FTTB deployment underway (BFIBER) Stella Handler appointed CEO of Bezeq (Fixed-Line) FTTH/FTTB deployment underway (BFIBER) B-Com acquires the control stake from Apax- Saban-Arkin for NIS 6.5bn Source: Company information 1 Excluding employee representatives on the Board whose nominations require the prior approval of our ultimate controlling shareholder, Mr. Shaul Elovitch, as chairman of Bezeq’s Board of Directors, pursuant to Bezeq’s collective bargaining agreement Fiber deployment reached 1,000,000 households Pelephone launches High Speed 4G services Wholesale regulation approved Fiber deployment reached 1,000,000 households Pelephone launches High Speed 4G services Wholesale regulation approved

Bezeq Business Lines Level B Bezeq Fixed-Line Fixed-line, broadband infrastructure, data com Pelephone Mobile telephony and data Leading broadband provider in Israel with over 1.39 million subscribers, approximately 65% market share, offering up to 100 Mbps. FTTC, all IP, infrastructure for consumer and business customers, covering 99% of Israeli households. Provides customers with high speed data transmission and ultra-fast Internet services over existing copper lines and fiber. FTTB rollout is expected to cover 1.3 million households by the end of million cellular customers HSPA (High Access Packet Speed) cellular technology offering 3.75 G speed. Initial LTE-4G launch in 2014, expansion in Essential to accessing higher value segments of the market. Strong platform for rising smartphone demand and advanced data services. 1 Free cash flow is defined as cash flows from operating activities less net payments for investments

Bezeq Business Lines Level B Bezeq International ILD, ISP, enterprise solutions Yes Multi-Channel DTH Provider Leading broadband Internet service in Israel Approximately 42% Internet market share. Israel’s largest data center. Direct ownership of modern and high- speed submarine cable system deployed between Israel and Europe. Increasing bandwidth at affordable rates. International telephony Leading brand for content innovative applications and customer serviceLeading brand for content innovative applications and customer service Over 41% market share. Rich content offering with extensive agreements with first –tier content producers.Rich content offering with extensive agreements with first –tier content producers. Over 160 channels including 39 Yes branded channels. Fully digital with nationwide deployment. 1 Free cash flow is defined as cash flows from operating activities less net payments for investments

18 Revenues Net income attributable to shareholders EBITDA Free cash flow * Source : Bezeq’s press release * Free cash flow is defined as cash flows from operating activities less net payments for investments Bezeq Financials (NIS Millions)

Bezeq’s Dividend Policy distribution of 100% of its net income on a semi-annual basis Dividend Yield from 2006 to 2015 Source: Bezeq ¹ Dividend Yield is based on average market cap during the period 2 Includes 2H dividend of NIS 933m pending shareholder approval Based on its ownership interest, BCOM will receive ~ 31% of Bezeq’s annual dividends Since 2006, Bezeq has paid over NIS 23.6 billion (US$ 6.3 billion) in dividends Bezeq has paid all six equal special dividend payments which were declared by its Board of Directors and approved by the Israeli Court. The special dividend of NIS 3 billion in aggregate was paid on a semi-annual basis from 2011 to Dividend yield (%)¹ 19 2

BCOM Financials

21 BCOM Solo P&L (NIS Millions)

22 BCOM’s Cash Position As of June 30, 2015, BCOM’s unconsolidated liquidity balances totaled NIS 966 million and its unconsolidated total financial liabilities totaled NIS 3.6 billion.

23 BCOM Solo- Assets (NIS millions)

24 BCOM Solo - Liabilities (NIS millions)

25 BCOM During The Last 18 Months

BCOM Debt Repayment Schedule (NIS millions) 26 All amounts include future estimated interest payments 26

Reduction in BCOM’s Net Debt From the Bezeq acquisition until June 2015 (NIS Millions) 27

28  On August 10, 2014 the Company announced that its Board of Directors has approved the buyback of up to $50 million of its Notes.  Through the end of the second quarter of 2015, the Company purchased $10 million par value of the notes.  During the third quarter of 2015 and through August 31, 2015, the Company purchased additional $3.3 Million par value of the Notes. Notes Repurchase Program

The Bezeq Era Thank you 29