The Bezeq Era Investors Presentation, August 2012 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 IGLD’s Key Parameters Internet Gold (TASE and Nasdaq: IGLD) is a telecommunications-oriented holding company. Internet Gold’s primary holding is its approximately 79.94% interest in B Communications Ltd. (“BCOM”) (TASE and Nasdaq: BCOM), which in turn holds the controlling interest (approximately 31.05%) in Bezeq, The Israel Telecommunication Corp., Israel’s largest telecommunications provider (TASE: BZEQ). Internet Gold is a subsidiary of Eurocom Communications Ltd. From April 2010 through June 2012, BCOM repaid approximately NIS 2.4 billion of bank debt that was incurred to fund its April 2010 acquisition of the controlling interest in Bezeq, including ~ NIS 2 billion of nominal principal installments and ~ NIS 0.4 billion of interest and CPI-linkage expenses. 2 Eurocom Group Overview • Founded in 1979 • One of Israel’s largest holding companies with a strong presence in Israel and a growing international presence Eurocom Group overview • Owned by Shaul Elovitch, our 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 Eurocom Communications Telecom Services Media Internet Gold Golden Lines Ltd. Satellite Services YES – D.B.S. Satellite Services (1998) Ltd. B Communications Bezeq Walla Walla Shops Telecom Consumer Electronic Products Space Communications Ltd. Satcom Sys Ltd. Satlink Communications Ltd. Eurocom Cellular Communications (Nokia) Eurocom Real Estate Ltd. Eurocom Digital Communications (Panasonic) E.G.R.E. Ltd. Pelephone Bezeq International Investments & Finance Real Estate D.M. Engineering Ltd. Enlight energy Ltd. Eurocom Capital Finance Ltd. Pilat Media Global Plc. Pointer Telocation EITAG . Ltd. Bezeq On-Line Traded on TASE Traded on NASDAQ Traded on TASE and AIM 3 3 Eurocom: Israel’s Largest Communications Footprint Relative strength Internet access Company within the group 5 Internet Services Internet VAS residential Internet business e-Advertising e-Commerce Date Services ILD Fixed telephony Mobile Multi channel TV Telecom & consumer electronics. Satellite services 5 5 5 5 5 5 5 5 5 5 5 4 IGLD - Experienced, Disciplined Leadership Shaul Elovitch Founder & Chairman over 30 years experience building leading communications businesses and other major investments businesses Proven capabilities in: • • • • • • Strategy creation & strategic planning Marketing & brand development Operational & financial management Management of mergers & acquisitions Creation of partnerships Capital raising: 9 major transactions • 2 IPOs – IGLD and SMLC (renamed-BCOM) • 9 bond issues Doron Turgeman CEO since 2011 & CFO from 2001 till 2011 17 years experience in management 15 years in communications Chairman of the board of directors of Bezeq and it’s subsidiaries 5 Key Milestones for IGLD From small entrepreneurial business to large holding company 1992 to 1995 1995 To 2000 2000 to 2007 2007 to 2009 2009 to Israeli telecom market commences privatization process Eurocom participates in the privatization process and forms a corporate vehicle for that purpose Goal: to become one of Israel’s leading telecom service providers Internet emerges as a major commercial service IGLD decides to focus on ISP activities Expansion into Content and Value-Added Services Successful listing on NASDAQ (IGLD) (TASE dual listing 2005) Continuous organic growth Restructure of IGLD into a group holding Smile.Communications and Smile.Media 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) 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 Sale of legacy 012 Smile.Communications assets Acquisition of the controlling interest in Bezeq – Israel’s telecom market leader Acquisition of the controlling interest in Bezeq – Israel’s telecom market leader From April 2010 through June 2012, BCOM repaid more than NIS 2.4 billion of its bank debt which was incurred to fund its April 2010 acquisition of the controlling interest in Bezeq. 2012 6 Group Structure Eurocom Group ~79% Free float ~21% • April 2010 - BCOM acquired the controlling interest in Bezeq from the Apax-Saban-Arkin consortium. Internet Gold Golden Lines ~80% Free float ~20% • Bezeq trades on the Tel-Aviv Stock Exchange, BCOM and IGLD - listed on the NASDAQ Global Select Market & TASE. BCOM¹ ~31% Free float³ ~69% Fixed-line, broadband infrastructure, data com Call centre services Pay-TV (DTH) 100% 100% 100% 100% ~50% ~100% Mobile telephony and data ILD, ISP, enterprise solutions Walla! Internet portal Source: Company’s information, Bezeq’s investors’ presentation. ¹ Prior to April 2010, BCOM (B Communications Ltd.) operated under the name 012 Smile Communications. 7 Bezeq Overview 8 Bezeq: Israel’s Most Comprehensive Communications Infrastructure and Service Provider Bezeq Group Level B 2011 Rev. 2011 EBITDA 100% 100% 100% 49.8%¹ NIS 11.37bn NIS 4.64bn 100% 100% Level B Fixed-Line Bezeq Int’l Pelephone yes Bezeq on line Walla! Fixed-line, broadband infrastructure, data com ILD, ISP, enterprise solutions Mobile telephony and data Pay-TV (DTH) Call centre services Internet portal 2011 Rev. 2011 EBITDA NIS 4.65bn NIS 2.34bn 2011 Rev. NIS 1.35bn 2011 EBITDA NIS 350mm 2011 Rev. 2011 EBITDA NIS 5.55bn NIS 1.92bn 2011 Rev. NIS 1.62bn 2011 EBITDA NIS 571mm ¹ 50.2% held by Eurocom. Following a Supreme Court decision which prevents Bezeq from acquiring control of yes, as of August 21, 2009, Bezeq ceased consolidating yes’ s financial results and began accounting for its investment in yes according to the equity method e – Commerce e - Advertising Listed on TASE 9 Bezeq’s Results Revenues EBITDA 38.7% 11,519 (NIS Million) 11,987 11,373 Net income attributable to shareholders 4,457 2,157 5,153 40.8% 4,637 Free cash flow * 2,210 2,443 43.0% 2,207 2,066 1,549 Source : Bezeq’s press release 2008 and 2009 figures do not consolidate YES results * Free cash flow is defined as free cash flows from operating activities less net capex paymants 10 Bezeq Overview Level B Bezeq Fixed-Line Pelephone Bezeq International Fixed-line, broadband infrastructure, data com Mobile telephony and data ILD, ISP, enterprise solutions Fiscal year ending December 31 CAGR NISmm 2009A 2010A 2011A 09–11 Revenue 5,303 5,263 4,648 -3.5% -0.8% -11.7% 2,317 2,733 2,346 43.7% 51.9% 50.5% % growth EBITDA % margin Capex % of rev. FCF1 % of rev. 767 900 937 14.5% 17.1% 20.2% 1,550 1,833 1,409 29.2% 34.8% 30.3% 2011A 09–11 NISmm 2009A 2010A 2011A 09–11 -6.38% Revenue 5,376 5,732 5,548 1.59% Revenue 1,318 1,380 1,354 1.36% 14.1% 6.6% -3.2% 14.1% 4.7% -1.9% 0.62% EBITDA 1,794 1,984 1,921 3.48% EBITDA 345 414 350 33.4% 34.6% 34.6% 26.2% 30.0% 25.8% % growth % margin 10.53% Capex % of rev. -4.66% FCF1 % of rev. 555 397 382 10.3% 6.9% 6.9% 1,239 1,587 1,539 23.0% 27.7% 27.7% % growth % margin -17.04% Capex % of rev. 11.45% • 2.85 million cellular customers • HSPA (High Access Packet Speed) cellular technology offering 3.75 G speed. • Essential to accessing higher value segments of the market. • Strong platform for rising smartphone demand and advanced data services. EBITDA- Net Capex CAGR 2010A • FTTC, all IP, infrastructure for consumer and business customers. 1 Fiscal year ending December 31 CAGR 2009A • Most advanced communications network in Israel. • 85% of Israeli households covered. Fiscal year ending December 31 NISmm FCF1 % of rev. 120 180 288 9.1% 13.0% 21.3% 225 234 62 17.1% 17.0% 4.6% 0.72% 54.92% -47.51% • Leading broadband Internet service in Israel Approximately 37% Internet market share. • Israel’s largest data center. • New high- speed submarine cable system deployed between Israel and Europe. • Increasing bandwidth at affordable rates. 11 Bezeq’s Dividend Policy: distribution of 100% of its after-tax profit on a semi-annual basis Dividend Yield 2006 - 2012 Dividend yield (%)¹ • Based on its ownership interest, BCOM will receive ~30% of Bezeq’s annual dividends • Since 2006, Bezeq has paid over NIS 16 billion (US$ 4 billion) in dividends 16.7% 15.8% 10.4% 2006A 2007A 8.1% 12.0% 2008A 2009A 14.2% 12.8% 2010A 2011A • Bezeq has already paid the first three out of six equal special dividend payments which were declared by the Board of Directors and approved by the Israeli Court. This special dividend of 3 NIS billion in the aggregate will be paid on a semi-annual basis during 2011-2013 2012 H1 Source: Bezeq ¹ Based on regular and special dividends paid during the fiscal year. 12 IGLD’s Cash Position As of June 30, 2012, IGLD’s unconsolidated cash and cash equivalents totaled NIS 322 million, its unconsolidated total debt was NIS 1.16 billion, and its net debt totaled NIS 839 million. IGLD’s Unconsolidated Balance Sheet Data* As of June 30, 2012 NIS millions Short term liabilities Long term liabilities Total liabilities Cash and cash equivalents Total net debt 149 1,012 1,161 322 839 * Does not include the balance sheet of BCOM 13 Projection of Future Debt Repayment (2012-2016, NIS millions) 250 210 200 162 150 15 174 170 167 31 31 32 210 100 147 143 139 135 50 - Series B Debentures Series C Debentures • The projected debt repayment take into consideration future changes in the inflation rate of 2% per year • All amounts include future estimated interest payments 14 The Bezeq Era Thank you