Jaarcijfers 2005

1
Presentation
Amsterdam, July 18, 2005
2
Transaction Summary

• Tele2 intends to acquire Versatel
• Intends to make a cash offer of 2.20 per share
  for all outstanding shares
• Intends to make a cash offer for all outstanding
  convertible notes
• Intends to sell Versatel Germany to Apax
• Versatel Supervisory Board and Executive Board
  unanimously support the intended offers and
  recommend the offers to shareholders and
  note-holders of Versatel
• An irrevocable undertaking has been obtained from
  Talpa Capital, which owns approximately 42 of
  the outstanding shares of Versatel, to tender its
  shares under the offer

3
Transaction Metrics

• Based on the intended Offers, Versatels equity
  value is 1,340 million (on a fully diluted
  basis including convertible notes)
• The offer represents a premium of 47 over the
  closing price on April 28th, 2005
• Day prior to the first reports of discussions
  with Belgacom
• The offer represents a premium of 14 over the
  closing price on July 15th, 2005

4
Transaction Rationale Benelux

• Achieve critical mass in the Benelux
• Backward integration for Tele2 utilizing
  Versatels infrastructure
• Integration of Tele2s Benelux organization (44
  employees) with Versatels operations
• Tele2 will migrate its traffic and customers to
  Versatels infrastructure
• Tele2 to continue to pursue Versatels current
  strategy
• Commitment to roll-out triple play and live
  Eredivisie football
• Continue to grow large corporate, business and
  carrier market
• Combines Versatels strengths in the business
  market with Tele2s strength in the residential
  market
• Best combination of high quality and innovative
  services, strong customer service and competitive
  prices
• Customers will benefit from improved efficiencies
  of larger company

5
Transaction Rationale Germany

• Continue to focus on two key growth areas in
  Germany
• Residential broadband market
• Corporate Business market
• Pursue acquisition strategy
• Continue to pro-actively seek consolidation
  opportunities
• Goal to achieve nationwide presence in Germany
  and become one of the largest operators in the
  region
• Apax has significant financial resources and
  experience in the telecom sector
• Over 13 years of experience in Germany
• Over 18 billion of funds under management

6
Tentative Projected Timeline
7
Conclusion

• Proposed transaction is a validation of
  Versatels core strategy
• Key focus on providing on-net services to
  business, residential and wholesale services
• Continue to roll out DSL infrastructure
• Continue to lead product innovation (IP-VPN,
  Triple Play, etc)
• Public market success
• Market capitalisation has jumped from less than
  100 million post financial restructuring in
  November 2002 to over 1.3 billion implied by
  current offers
• Consolidation makes sense
• Recent acquisitions of Tesion / Completel and
  BerliKomm verification of Versatels belief in
  long term consolidation of the market
• Enables scope and scale of existing operations to
  compete with better capitalized incumbent
  operators

8
Conclusion (cont)

• Transaction beneficial to all stakeholders of
  Versatel
• Tele2 and Apax will contribute significant
  resources towards Versatels future
• Tele2 and Apax fully endorse the
  infrastructure-based strategy and the dual
  business / residential customer focus of Versatel
• Combination of Tele2 and Versatel operations in
  the Benelux will create a stronger platform
  (larger scale, higher profitability) in the
  interest of customers and employees
• Intended offers imply significant premium to
  unaffected price and crystallise value creation
  from the significant synergies which this
  transaction will generate

9
Recommended Cash Offer for Versatel Telecom
International N.V.

• July18, 2005
• Lars-Johan JarnheimerPresident and CEO
• Tele2

10
Highlights
Highlights
Highlights
Rationale
Versatel

• Recommended cash offer for all outstanding shares
  and simultaneous cash offer for all outstanding
  convertible notes in Versatel
• Total offer value based on 2.20 per share is
  1,340 million (based on fully diluted shares)
• Implied enterprise value of 1,130 million based
  on net cash position on March 31, 2005
• Offer represents a premium of 14 over closing
  price on July 15, 2005 and 47 premium to closing
  price on April 28, 2005 (before reports of
  Belgacom talks)
• Irrevocable undertaking to tender obtained from
  holder of approx. 42 of outstanding shares
• Sale of Versatel Germany to Apax upon completion
  of offers
• 565 million on an enterprise value basis (539
  million equity value)
• Tele2 retains Benelux operations
• Enterprise value of 565 million based on net
  cash position on March 31, 2005
• Financing of public offers shared by Tele2 and
  Apax
• Tele2 will use existing cash resources and bank
  facilities

11
Key Attractions for Tele2
Highlights
Highlights
Rationale
Versatel

• Transaction transforms Tele2s Benelux operations

• Almost double size of revenues in Benelux Market
  Area (ex UK Ireland) to 800 million and an
  EBITDA of 112 million, on pro-forma basis for
  2004
• Significantly lower costs for Tele2 through
  backward integration
• Migration of Tele2 traffic onto Versatels
  network
• Marketing synergies by operating one brand and
  combining sales efforts
• Generate efficiencies made possible by greater
  scale of operations
• Entry into corporate segment
• Differentiated ADSL2 based triple-play
• Ability to cross-sell to new and acquired
  residential and corporate customers

12
Key Attractions for Tele2
Highlights
Highlights
Rationale
Versatel

• Clear demonstration of our Broadband intent

• Tele2 will develop the most appropriate broadband
  strategy for each country
• This acquisition is a perfect example of our
  Salami Principle in practice
• On the back of our acquisition in Spain last
  week, we demonstrate that Tele2 is proactive in
  seizing opportunities when they arise
• Tele2 will continue to seek opportunities to
  expand and improve its broadband footprint in
  Europe

13

• Per BorgklintPresident Tele2 NetherlandsMarket
  Area Director Benelux

14
Leading Market Positions
Versatel
Highlights
Rationale
Rationale
Netherlands
Belgium

• Customers(1)
• 11,800 corporates
• 48,000 DSL
• 2,500 dial-up
• 93 carrier
• Market Position
• 60 million revenues 2004

• Customers(1)
• 55,000 corporates
• 170,000 DSL
• 191,000 dial-up
• 189 carrier
• Market Position
• 267 million revenues 2004
• Overall 2 alternative carrier after Tele2 NL
• Leading alternative carrier in the corporate
  segment

Note 1 As of March 31 2005
15
Backbone and Access Network
Versatel
Highlights
Rationale
Rationale

• Country wide back-bones
• 2,000 km in total
• Dense local city networks in more than 20 cities
  in NL
• Broadband coverage of 65 of households and
  corporates in NL and 100 in BE
• 1,559 km local access infrastructure
• DSL infrastructure deployed in 300 central
  offices in NL
• 21 co-location facilities and 10 data centres

16
Strong Historical Growth
Versatel
Highlights
Rationale
Rationale
Benelux Sales ( millions)

• 62 growth in NL DSL subscribers in 2004
• 40,000 DSL net additions in BE in 2004
• 20 revenue growth in 2004
• 39 EBITDA growth in 2004

Benelux EBITDA ( millions)
17
Transaction Rationale
Rationale
Highlights
Synergies
Versatel

• Achieve critical mass in the Benelux area
• Acquire premium infrastructure assets notably
  local broadband access
• Continue strategy of backward integration into
  network infrastructure in markets with critical
  mass of customers
• Key to enhance margins / support LT profitability
  notably in DSL
• Secure significant synergies
• Migration of Tele2 traffic on Versatel network
• Efficiency gains resulting from integration of
  businesses
• Acquire position in fast growing residential
  broadband market
• Upside from roll-out of triple-play services in
  NL
• Ability to roll-out triple-play in other markets

18
Significant Synergies
Rationale
Highlights
Synergies
Versatel

• Annual run rate EBITDA synergies of 50 million
• Migration of Tele2s existing traffic on
  Versatels network
• Optimisation of network infrastructure, IT and
  billing expenditure
• Cross-selling to the existing and acquired
  customer bases
• Co-ordinated marketing and management of one brand